Monday, March 30, 2015

De Leon and the resident agent

For our oral reports in Corporation Law under Prof. Ernesto Carreon I was assigned the case of Smith Bell & Co., Inc. vs. Court of Appeals, G.R. 110668, Feb. 6, 1997.

Our textbook is The Corporation Code of the Philippines (Annotated), 2013 Ed. by De Leon and De Leon, Jr.

The Smith Bell case was cited in the book in the sub-section where the De Leons were discussing the topic on Resident Agents of a foreign corporation. Here's the particular place on the book:

On page 776,


And continued on page 777,


Here's what I said in my oral report:



With due respect to the de Leons, I think this is not the precise jurisprudence that could apply to a discussion of the corporation code.

First a backgrounder.

In Sec 125 of the Corporation Code, we find that a foreign corporation applying for license to do business in the Philippines must have a resident agent. Sec 127 says a resident agent is either an individual residing in the Philippines or a domestic corporation.

Sec 128 says the purpose of a resident agent is to receive summons and other legal processes in all actions and legal proceedings against the foreign corporation.

Now let’s go to the Smith Bell case.

In 1982 Tic Hin Chiong imported from Chin Gact Corp of Taiwan 50 metric tons of phosphate. The shipment was insured by First Insurance Co against all risk under a marine insurance policy with the note “Claim, if any, payable in US currency at Manila.” The name of Smith Bell was stamped on the policy as “Claim Agent.”

On arrival in Manila, around one half of the shipment was damaged. The importer filed a claim with Smith Bell. Smith Bell relayed the claim to First Insurance who told Smith Bell that it will only pay one half of the claimed damages. The importer then sued Smith Bell solidarily with First Insurance. The trial court agreed.

The issue brought by Smith Bell to the Supreme Court is whether a claim agent of a foreign insurance company can be held jointly and severally liable. In the end, the Supreme Court affirmed the position of Smith Bell.

To repeat the summary of de Leon:
Being a mere agent and representative, he is not the real party-in-interest in an action by or against his principal.
Now to my point which is that this is not the precise jurisprudence concerning resident agents from the point of view of the Corporation Code.

The SC said so in its decision. “Indeed, from our reading of the records of this case, we find no factual and legal bases for the finding of respondent Court that petitioner is the resident agent of First Insurance Co.

Smith Bell is about an insurance company. The SC cited Sec 190 of the Insurance Code in the decision. If you will compare Sec 190 of the Insurance Code and Sec 128 of the Corporation Code you will find out that they are almost word for word the same.

Sec 190 of the Insurance Code, however, uses “General Agent” while Sec 128 of the Corporation Code uses “Resident Agent”. But they have the same functions as regards their principals. They are tasked to receive summons and other legal processes in behalf of their principals.

The Insurance Code talks of a Resident Agent which is different from the General Agent mentioned in its Sec 190 or the Resident Agent of Sec 128 of the Corporation Code.

Sec 314 of the Insurance Code says: “ The term “resident agent” as used in this title, is one duly appointed by a foreign insurer or broker not authorized to do business in the Philippines to receive in its behalf notices, summons and legal processes in connection with actions or other legal proceedings against such foreign insurer or broker.”

So while the General Agent in the Insurance Code and the Resident Agent in the Corporation Code act in behalf of their principals who are licensed to do business in the Philippines, the Resident Agent of the Insurance Code represents a foreign insurer who is not authorized to do business in the Philippines.

I think the de Leons should not have cited this particular jurisprudence.

Saturday, March 28, 2015

Saturday typos, 28 March 2015

Today's our final in Legal Forms under Atty. Bayani Atup. So I decided to take a final look-see into the book Legal Forms, Revised Edition, Feb 2013 reprinting by Sulpicio Guevara.

In three examples of  Acknowledgment we see this:


OK, it should be typo, not typos, on the title. I will have only one as I need to prepare for the finals.

Friday, March 27, 2015

Congratulations!!

Congratulations to the following new lawyers:

Roh Dundee Absin
Patrick Gallito
Valerie Gayle  Patac
January Faith Santiago
Felice Suzanne Soria
They were my classmates when I was at the other universe.

I can still remember every roll call during our first year. When the prof calls out Roh Dundee's name I would always smile when he says "Present."

Patrick was kind of my favorite perhaps because he reads Malcolm Gladwell, too. His first cousin was a classmate of my daughter in accountancy.

Valerie Gayle was smart in class recitations, this much I can remember.

January Faith I remember because we had another classmate whose name was Janry or Jan Rey, I cannot precisely remember now.  I asked if they were siblings, but they were not.

Felice Suzanne was another  classmate of my daughter in accountancy. That makes me ancient.

I think Jan Danelle Patindol and Dixie Jan Patay are from other sections or my classmates in only one subject.

When a new lawyer calls me Manong, I know they are from the other universe because that's how I told them to call me at the introductions during the first day of classes.

Patrick has agreed to be my pro bono lawyer anytime I had a date with the judicial system.

Sunday, March 22, 2015

Sunday misnomer, 22 March 2015

On page 246 of Gemy Lito L. Festin's Special Proceedings - A foresight to the bar exam, 2011 Edition:



Saturday, March 21, 2015

Saturday typos, March 21, 2015

From Special Proceedings, A foresight to the bar exam, 2011 Edition by Gemy Lito L. Festin:

Page 27,


Page 31,


Page 41,


Sunday, March 15, 2015

Illegal support, what?

In a past post (see here) I talked about how I got lost because Paras in quoting Article 1403 deleted a negative prefix.

This time around he tacked on a negative prefix making me almost lost again.

On page 1282 of the book  Civil Code of the Philippines Annotated, Vol. V, 2013 Edition where Paras quoted Article 2208 we see this:


Since this is the 17th edition of the book, I just wonder if only I got lost.

Saturday, March 14, 2015

Saturday typos, 14 March 2015

From the Civil Code of the Philippines Annotated, Vol. V, 2013 Edition by Edgardo L. Paras:

Page 1197,

Page 1219,

If you are familiar with nautical terms, you will know what's wrong with box number two above.

Page 1228,


The book by Paras is available at the Rex Bookstore, Cebu Branch, across the street from the University of the Visayas on Sanciangko St.

Sunday, March 8, 2015

Busy, busy, busy

No posts today and yesterday. I have oral report tomorrow in Corporation under Prof. Ernesto Carreon. Also, the written assignment in Legal Forms under Prof. Bayani Atup needs to redone and for submission comes Thursday.

Sunday, March 1, 2015

Sunday misnomers, 1 March 2015

I need to work on two class assignments today which need to be handed in this coming week: one in Remedial Law under Prof. Edouard Sandoval, and one in Legal Forms under Prof. Bayani Atup.

So let's make do with these misnomers. By misnomers I mean words that give rise to different interpretation. I know that my using the word misnomer here is also a misnomer. So be it!

From Mamalateo's Reviewer in Taxation, 2014 Edition:

On page 536,


I have worked in a government agency that supervises banks, but I have never heard of a secretary of bank. A misnomer, right?

Then on page 728,


From Chavez' Tax2 Revealed, 2014 Edition on page 253: