Arsenio T. Mendiola V. Ca
Arsenio T. Mendiola V. Ca
CA petitioner filed his complaint for illegal dismissal, recovery of separation pay, and payment of
attorney's fees with the NLRC.
Facts: Private respondent Pacific Forest Resources, Phils., Inc. (Pacfor) is a corporation
Issues:
organized and existing under the laws of California, USA. It is a subsidiary of Cellulose
Marketing International, a corporation duly organized under the laws of Sweden, with principal W/N partnership or corporation exist between the parties
office in Gothenburg, Sweden.
W/N petitioner is an employee of private respondent
Private respondent Pacfor entered into a "Side Agreement on Representative Office known as
Pacific Forest Resources (Phils.), Inc." with petitioner Arsenio T. Mendiola (ATM). Held: In a partnership, the members become co-owners of what is contributed to the firm capital
and of all property that may be acquired thereby and through the efforts of the members. The
property or stock of the partnership forms a community of goods, a common fund, in which
The Side Agreement outlines the business relationship of the parties with regard to the
each party has a proprietary interest. In fact, the New Civil Code regards a partner as a co-owner
Philippine operations of Pacfor. Private respondent will establish a Pacfor representative office
of specific partnership property. Each partner possesses a joint interest in the whole of
in the Philippines, to be known as Pacfor Phils, and petitioner ATM will be its President.
partnership property. If the relation does not have this feature, it is not one of partnership. This
Petitioner's base salary and the overhead expenditures of the company shall be borne by the
essential element, the community of interest, or co-ownership of, or joint interest in partnership
representative office and funded by Pacfor/ATM, since Pacfor Phils. is equally owned on a 50-
property is absent in the relations between petitioner and private respondent Pacfor. Petitioner
50 equity by ATM and Pacfor-usa.
is not a part-owner of Pacfor Phils. William Gleason, private respondent Pacfor's President
petitioner wrote Kevin Daley, Vice President for Asia of Pacfor, seeking confirmation of his established this fact when he said that Pacfor Phils. is simply a "theoretical company" for the
50% equity of Pacfor Phils.10 Private respondent Pacfor, through William Gleason, its President, purpose of dividing the income 50-50. He stressed that petitioner knew of this arrangement from
replied that petitioner is not a part-owner of Pacfor Phils. because the latter is merely Pacfor- the very start, having been the one to propose to private respondent Pacfor the setting up of a
USA's representative office and not an entity separate and distinct from Pacfor-USA. "It's simply representative office, and "not a branch office" in the Philippines to save on taxes. Thus, the
a 'theoretical company' with the purpose of dividing the income 50-50."11Petitioner presumably parties in this case, merely shared profits. This alone does not make a partnership.
knew of this arrangement from the start, having been the one to propose to private respondent
Besides, a corporation cannot become a member of a partnership in the absence of express
Pacfor the setting up of a representative office, and "not a branch office" in the Philippines to
authorization by statute or charter. This doctrine is based on the following considerations: (1)
save on taxes.
that the mutual agency between the partners, whereby the corporation would be bound by the
Petitioner claimed that he was all along made to believe that he was in a joint venture with them. acts of persons who are not its duly appointed and authorized agents and officers, would be
He alleged he would have been better off remaining as an independent agent or representative inconsistent with the policy of the law that the corporation shall manage its own affairs
of Pacfor-USA as ATM Marketing Corp.13Had he known that no joint venture existed, he would separately and exclusively; and, (2) that such an arrangement would improperly allow corporate
not have allowed Pacfor to take the profitable business of his own company, ATM Marketing property to become subject to risks not contemplated by the stockholders when they originally
Corp.14 Petitioner raised other issues, such as the rentals of office furniture, salary of the invested in the corporation. No such authorization has been proved in the case at bar.
employees, company car, as well as commissions allegedly due him.
Petitoner is an employee of private respondent. First, it was private respondent Pacfor which
private respondent Pacfor, through counsel, ordered petitioner to turn over to it all papers, selected and engaged the services of petitioner as its resident agent in the Philippines. Second,
documents, files, records, and other materials in his or ATM Marketing Corporation's possession as stipulated in their Side Agreement, private respondent Pacfor pays petitioner his salary
that belong to Pacfor or Pacfor Phils. amounting to $65,000 per annum which was later increased to $78,000. Third, private
respondent Pacfor holds the power of dismissal, as may be gleaned through the various
private respondent Pacfor, through counsel, ordered petitioner to turn over to it all papers, memoranda it issued against petitioner, placing the latter on preventive suspension while
documents, files, records, and other materials in his or ATM Marketing Corporation's possession charging him with various offenses, including willful disobedience, serious misconduct, and
that belong to Pacfor or Pacfor Phils. private respondent Pacfor also required petitioner to remit gross neglect of duty, and ordering him to show cause why no disciplinary action should be
more than three hundred thousand-peso Christmas giveaway fund for clients of Pacfor taken against him.
Phils.17 Lastly, private respondent Pacfor withdrew all its offers of settlement and ordered
petitioner to transfer title and turn over to it possession of the service car. 18 Lastly and most important, private respondent Pacfor has the power of control over the means
and method of petitioner in accomplishing his work.
Private respondent Pacfor likewise sent letters to its clients in the Philippines, advising them not
to deal with Pacfor Phils.
Facts: Facts:
Plaintiff’s complaint against defendant was to recover possession of a registered land. In the Saniwares was a domestic corporation which entered into an agreement w/ the ASI foreign
complaint, the plaintiff is represented by its Managing Partner, Gregorio Araneta, Inc., another group in order to expand their business internationally. In the election of their board members,
corporation. Defendant, in his answer, sets up prescription and title in himself thru "open, they agreed that 3 of the 9 directors shall be designated by ASI while the other 6 shall be
continuous, exclusive and public and notorious possession under claim of ownership, adverse designated by the Filipino stockholders. Dispute ensued when ASI invoked their right to
to the entire world by defendant and his predecessors in interest" from "time immemorial". After cumulative voting and nominated another candidate. In order to determine who the directors are,
trial, the lower court rendered judgment for plaintiff, declaring defendant to be without any right the court discussed whether the business was a joint venture or a corporation.
to the land in question and ordering him to restore possession thereof to plaintiff and to pay the
latter a monthly rent. Defendant appealed directly to the Supreme Court and contended, among
others, that Gregorio Araneta, Inc. can not act as managing partner for plaintiff on the theory
Case involves a dispute bet. 2 groups (ASI-foreign & Young-domestic) as to who
that it is illegal for two corporations to enter into a partnership
Saniwares’ duly elected board of directors are.
Issue: W/N a corporation may enter into a joint venture with another corporation.
1961: Sanitary Wares Mftg. Corp. (Saniware) is a domestic corp. incorporated for the
Held: It is true that the complaint states that the plaintiff is "represented herein by its Managing primary purpose of manufacturing and marketing sanitary wares. Young, one of the
Partner Gregorio Araneta, Inc.", another corporation, but there is nothing against one incorporators, went abroad to look for foreign partners for its expansion.
corporation being represented by another person, natural or juridical, in a suit in court. The
contention that Gregorio Araneta, Inc. cannot act as managing partner for plaintiff on the theory Aug. 15, 1962: American Standard Inc. (ASI), a foreign corp., entered into an Agreement
with Saniwares & some Filipino investors
that it is illegal for two corporations to enter into a partnership is without merit, for the true rule
is that "though a corporation has no power to enter into a partnership, it may nevertheless enter o To participate in the ownership of an enterprise w/c would engage primarily in
into a joint venture with another where the nature of that venture is in line with the business the business of manufacturing in RP and selling here and abroad vitreous china
authorized by its charter." (Wyoming-Indiana Oil Gas Co. vs. Weston, 80 A. L. R., 1043, citing and sanitary wares.
2. Fletcher Cyc. of Corp., 1082.). There is nothing in the record to indicate that the venture in
which plaintiff is represented by Gregorio Araneta, Inc. as "its managing partner" is not in line o Business operations in RP shall be thru an incorporated enterprise w/ initial
with the corporate business of either of them. name of "Sanitary Wares Mftg. Corp."
The joint enterprise prospered. However, the initial harmonious relations bet. the 2 groups
deteriorated.
Accdg. to the Filipino group, they desired to expand the export operations of the company
but ASI objected as it had other subsidiaries of joint venture groups in countries where
Philippine exports were contemplated.
The annual stockholders' meeting was held and the stockholders proceeded to elect the
members of the board of directors.
ASI group nominated 3 persons: Wolfgang Aurbach, John Griffin and David P.
Whittingham.
Eduardo Ceniza then nominated Luciano Salazar, who in turn nominated Charles Chamsay.
Young, the chairman, ruled the last 2 nominations out of order on the basis of Sec. 5 Held:
(a) of the Agreement, and practice of the parties to nominate only 9 persons as
nominees for the 9-member board of directors. In the instant cases, our examination of important provisions of the Agreement as well as the
testimonial evidence presented by the Lagdameo and Young Group shows that the parties agreed
ASI representative appealed to the body of stockholders to vote on Chairman’s ruling but to establish a joint venture and not a corporation. The history of the organization of Saniwares
this was overruled by Young. and the unusual arrangements which govern its policy making body are all consistent with a
joint venture and not with an ordinary corporation.
Young then instructed the Corporate Sec. to cast all the votes present and represented by
proxy equally for the 6 nominees of the Phil. Investors and the 3 nominees of ASI, thus While certain provisions of the Agreement would make it appear that the parties
excluding the 2 additional persons nominated, Salazar & Chamsay. thereto disclaim being partners or joint venturers such disclaimer is directed at third
parties and is not inconsistent with, and does not preclude, the existence of two distinct
ASI representative protested the decision of the Chairman and announced that all groups of stockholders in Saniwares one of which (the Philippine Investors) shall
votes accruing to ASI shares were being cumulatively voted for the 3 ASI nominees constitute the majority, and the other ASI shall constitute the minority stockholder. In
& Charles Chamsay, and instructed the Secretary to so vote. any event, the evident intention of the Philippine Investors and ASI in entering into
the Agreement is to enter into a joint venture enterprise
Salazar and other proxy holders announced that all the votes owned by them were being
voted cumulatively in favor of Salazar. An examination of the Agreement shows that certain provisions were inccuded to
protect the interests of ASI as the minority. For example, the vote of 7 out of 9
Chairman Young still overruled them so the Secretary certified for election only those directors is required in certain enumerated corporate acts. ASI is contractually entitled
designated by Philippine investors & ASI. to designate a member of the Executive Committee and the vote of this member is
required for certain transactions
ASI representative moved to recess the meeting which was seconded. However, there was
also a motion to adjourn, so meeting was adjourned by Young. The Agreement also requires a 75% super-majority vote for the amendment of the
articles and by-laws of Saniwares. ASI is also given the right to designate the president
Having been ignored, ASI representative declared that such was merely a recess and asked
and plant manager .The Agreement further provides that the sales policy of Saniwares
for a meeting to be reconvened in the next room. ASI Group, Salazar and other
shall be that which is normally followed by ASI and that Saniwares should not export
stockholders, allegedly representing 53 or 54% of Saniwares’ shares decided to continue
"Standard" products otherwise than through ASI's Export Marketing Services. Under
the meeting at the elevator lobby of the American Standard Building.
the Agreement, ASI agreed to provide technology and know-how to Saniwares and
On the basis of the cumulative votes cast earlier in the meeting, ASI Group nominated its the latter paid royalties for the same.
4 nominees. Salazar voted for himself.
The legal concept of a joint venture is of common law origin. It has no precise legal
Thus the said 5 directors were certified as elected directors by the Acting Secretary with definition but it has been generally understood to mean an organization formed for
the explanation that there was a tie among the other 6 nominees for the 4 remaining some temporary purpose. It is in fact hardly distinguishable from the partnership,
positions of directors and that the body decided not to break the tie. since their elements are similar community of interest in the business, sharing of
profits and losses, and a mutual right of control.
COMPLAINTS, PETITIONS
The main distinction cited by most opinions in common law jurisdictions is that the
These incidents triggered off the filing of separate petitions by the parties with the SEC. partnership contemplates a general business with some degree of continuity,
while the joint venture is formed for the execution of a single transaction, and is
First petition. For preliminary injunction by Saniwares & Lagdameo group against Salazar thus of a temporary nature.
and Chamsay.
Second petition. For quo warranto and application for receivership by ASI group w/ Salazar
& Chamsay against the group of Young and Lagdameo and Avelino Cruz.
Issue: Who were the duly elected directors of Saniwares for the year 1983 during its annual
stockholders' meeting held on March 8, 1983?
W/N the nature of the business established by the parties was a joint venture or a corporation
LBC EXPRESS VS. CA Issue: W/N respondent Rural Bank of Labason Inc., being an artificial person should be awarded
moral damages.
Facts:
Held: The respondent court erred in awarding moral damages to the Rural Bank of Labason,
Private respondent Adolfo Carloto, incumbent President-Manager of private respondent Rural Inc., an artificial person.
Bank of Labason, alleged that on November 12, 1984, he was in Cebu City transacting business
with the Central Bank Regional Office. He was instructed to proceed to Manila on or before Moral damages are granted in recompense for physical suffering, mental anguish, fright, serious
November 21, 1984 to follow-up the Rural Bank's plan of payment of rediscounting obligations anxiety, besmirched reputation, wounded feelings, moral shock, social humiliation, and similar
with Central Bank's main office in Manila. He then purchased a round trip plane ticket to injury. A corporation, being an artificial person and having existence only in legal
Manila. He also phoned his sister Elsie Carloto-Concha to send him ONE THOUSAND PESOS contemplation, has no feelings, no emotions, no senses; therefore, it cannot experience physical
(P1,000.00) for his pocket money in going to Manila and some rediscounting papers thru suffering and mental anguish. 8 Mental suffering can be experienced only by one having a
petitioner's LBC Office at Dipolog City. nervous system and it flows from real ills, sorrows, and griefs of life — all of which cannot be
suffered by respondent bank as an artificial person.
On November 16, 1984, Mrs. Concha thru her clerk, Adelina Antigo consigned thru LBC
Dipolog Branch the pertinent documents and the sum of ONE THOUSAND PESOS (P1,000.00) We can neither sustain the award of moral damages in favor of the private respondents. The
to respondent Carloto at No. 2 Greyhound Subdivision, Kinasangan, Pardo, Cebu City. This was right to recover moral damages is based on equity. Moral damages are recoverable only if the
evidenced by LBC Air Cargo, Inc., Cashpack Delivery Receipt No. 34805. case falls under Article 2219 of the Civil Code in relation to Article 21. 10 Part of conventional
wisdom is that he who comes to court to demand equity, must come with clean hands.
On November 17, 1984, the documents arrived without the cashpack. Respondent Carloto made
personal follow-ups on that same day, and also on November 19 and 20, 1984 at LBC's office In the case at bench, respondent Carloto is not without fault. He was fully aware that his rural
in Cebu but petitioner failed to deliver to him the cashpack. bank's obligation would mature on November 21, 1984 and his bank has set aside cash for these
bills payable. 11 He was all set to go to Manila to settle this obligation. He has received the
Consequently, respondent Carloto said he was compelled to go to Dipolog City on November documents necessary for the approval of their rediscounting application with the Central Bank.
24, 1984 to claim the money at LBC's office. His effort was once more in vain. On November He has also received the plane ticket to go to Manila. Nevertheless, he did not immediately
27, 1984, he went back to Cebu City at LBC's office. He was, however, advised that the money proceed to Manila but instead tarried for days allegedly claiming his ONE THOUSAND PESOS
has been returned to LBC's office in Dipolog City upon shipper's request. Again, he demanded (P1,000.00) pocket money. Due to his delayed trip, he failed to submit the rediscounting papers
for the ONE THOUSAND PESOS (P1,000.00) and refund of FORTY-NINE PESOS (P49.00) to the Central Bank on time and his bank was penalized THIRTY-TWO THOUSAND PESOS
LBC revenue charges. He received the money only on December 15, 1984 less the revenue (P32,000.00) for failure to pay its obligation on its due date. The undue importance given by
charges. respondent Carloto to his ONE THOUSAND PESOS (P1,000.00) pocket money is inexplicable
for it was not indispensable for him to follow up his bank's rediscounting application with
Respondent Carloto claimed that because of the delay in the transmittal of the cashpack, he
Central Bank. According to said respondent, he needed the money to "invite people for a snack
failed to submit the rediscounting documents to Central Bank on time. As a consequence, his
or dinner." 12 The attitude of said respondent speaks ill of his ways of business dealings and
rural bank was made to pay the Central Bank THIRTY-TWO THOUSAND PESOS
cannot be countenanced by this Court. Verily, it will be revolting to our sense of ethics to use it
(P32,000.00) as penalty interest. 4 He allegedly suffered embarrassment and humiliation.
as basis for awarding damages in favor of private respondent Carloto and the Rural Bank of
Petitioner LBC, on the other hand, alleged that the cashpack was forwarded via PAL to LBC Labason, Inc.
Cebu City branch on November 22, 1984. 5 On the same day, it was delivered at respondent
We also hold that respondents failed to show that petitioner LBC's late delivery of the cashpack
Carloto's residence at No. 2 Greyhound Subdivision, Kinasangan, Pardo, Cebu City. However,
was motivated by personal malice or bad faith, whether intentional or thru gross negligence. In
he was not around to receive it. The delivery man served instead a claim notice to insure he
fact, it was proved during the trial that the cashpack was consigned on November 16, 1984, a
would personally receive the money. This was annotated on Cashpack Delivery Receipt No.
Friday. It was sent to Cebu on November 19, 1984, the next business day. Considering this
342805. Notwithstanding the said notice, respondent Carloto did not claim the cashpack at LBC
circumstance, petitioner cannot be charged with gross neglect of duty. Bad faith under the law
Cebu. On November 23, 1984, it was returned to the shipper, Elsie Carloto-Concha at Dipolog
can not be presumed; it must be established by clearer and convincing evidence. 13 Again, the
City.
unbroken jurisprudence is that in breach of contract cases where the defendant is not shown to
Claiming that petitioner LBC wantonly and recklessly disregarded its obligation, respondent have acted fraudulently or in bad faith, liability for damages is limited to the natural and probable
Carloto instituted an action for Damages Arising from Non-performance of Obligation docketed consequences of the branch of the obligation which the parties had foreseen or could reasonable
as Civil Case No. 3679 before the Regional Trial Court of Dipolog City on January 4, 1985. On have foreseen. The damages, however, will not include liability for moral damages. Rescinding
June 25, 1988, an amended complaint was filed where respondent rural bank joined as one of from these premises, the award of exemplary damages made by the respondent court would have
the plaintiffs and prayed for the reimbursement of THIRTY-TWO THOUSAND PESOS no legal leg to support itself. Under Article 2232 of the Civil Code, in a contractual or quasi-
(P32,000.00). contractual relationship, exemplary damages may be awarded only if the defendant had acted in
"a wanton, fraudulent, reckless, oppressive, or malevolent manner." The established facts of not Alegre. The appellate court denied Ago’s claim for damages and attorney’s fees because the
so warrant the characterization of the action of petitioner LBC. broadcasts were directed against AMEC, and not against her. FBNI, Rima and Alegre filed a
motion for reconsideration which the Court of Appeals denied in its 26 January 2000 Resolution.
Hence, FBNI filed the petition for review.
FACTS: The Club Filipino, is a civic corporation organized under the laws of the Philippines 1. a capital stock divided into shares and
with an original authorized capital stock of P22,000, which was subsequently increased to
P200,000 to operate and maintain a golf course, tennis, gymnasiums, bowling alleys, billiard 2. an authority to distribute to the holders of such shares, dividends or allotments of the
tables and pools, and all sorts of games not prohibited by general laws and general ordinances, surplus profits on the basis of the shares held (sec. 3, Act No. 1459).
and develop and nurture sports of any kind and any denomination for recreation and healthy
Nowhere in its articles of incorporation or by-laws could be found an authority for the
training of its members and shareholders" (sec. 2, Escritura de Incorporacion (Deed of
distribution of its dividends or surplus profits. Strictly speaking, it cannot, therefore, be
Incorporation) del Club Filipino, Inc.). There is no provision either in the articles or in the by-
considered a stock corporation, within the contemplation of the corpo law.
laws relative to dividends and their distribution, although it is covenanted that upon its
dissolution, the Club's remaining assets, after paying debts, shall be donated to a charitable Phil. ISSUE: WON the Club is liable for the payment of P12,068.84, as fixed and percentage taxes
Institution in Cebu (Art. 27, Estatutos del (Statutes of the) Club). and surcharges prescribed in sec. 1822, 1833 and 1914 of the Tax Code, in connection with the
operation of its bar and restaurant; and for P500 as compromise penalty.
The Club owns and operates a club house, a bowling alley, a golf course (on a lot leased from
the government), and a bar-restaurant where it sells wines and liquors, soft drinks, meals and HELD: NO. A tax is a burden, and, as such, it should not be deemed imposed upon fraternal,
short orders to its members and their guests. The bar-restaurant was a necessary incident to the civic, non-profit, nonstock organizations, unless the intent to the contrary is manifest and patent"
operation of the club and its golf-course. The club is operated mainly with funds derived from (Collector v. BPOE Elks Club, et al.), which is not the case here.
membership fees and dues. Whatever profits it had, were used to defray its overhead expenses
and to improve its golf-course. In 1951, as a result of a capital surplus, arising from the re- Having found as a fact that the Club was organized to develop and cultivate sports of all class
valuation of its real properties, the value or price of which increased, the Club declared stock and denomination, for the healthful recreation and entertainment of its stockholders and
dividends; but no actual cash dividends were distributed to the stockholders. members; that upon its dissolution, its remaining assets, after paying debts, shall be donated to
a charitable Phil. Institution in Cebu; that it is operated mainly with funds derived from
In 1952, a BIR agent discovered that the Club has never paid percentage tax on the gross receipts membership fees and dues; that the Club's bar and restaurant catered only to its members and
of its bar and restaurant, although it secured licenses. In a letter, the Collector assessed against their guests; that there was in fact no cash dividend distribution to its stockholders and that
and demanded from the Club P12,068.841 as fixed and percentage taxes, surcharge and whatever was derived on retail from its bar and restaurant was used to defray its overall overhead
compromise penalty. Also, the Collector denied the Club’s request to cancel the assessment. expenses and to improve its golf-course (cost-plus-expenses-basis), it stands to reason that the
Club is not engaged in the business of an operator of bar and restaurant.
On appeal, the CTA reversed the Collector and ruled that the Club is not liable for the assessed
tax liabilities of P12,068.84 allegedly due from it as a keeper of bar and restaurant as it is a non-
stock corporation. Hence, the Collector filed the instant petition for review.
The facts that the capital stock of the Club is divided into shares, does not detract from the
finding of the trial court that it is not engaged in the business of operator of bar and restaurant.
What is determinative of whether or not the Club is engaged in such business is its object
or purpose, as stated in its articles and by-laws. The actual purpose is not controlled by the
corporate form or by the commercial aspect of the business prosecuted, but may be shown by
extrinsic evidence, including the by-laws and the method of operation. From the extrinsic
evidence adduced, the CTA concluded that the Club is not engaged in the business as a barkeeper
and restaurateur.
1P9, 599.07 as percentage tax on its gross receipts (tax years 1946-1951), P2,399.77 surcharge, P70 fixed 3 Sec. 183 provides in general that "the percentage taxes on business shall be payable at the end of each
tax (tax years 1946-1952, and P500 compromise penalty. calendar quarter in the amount lawfully due on the business transacted during each quarter; etc."
4 Sec. 191, same Tax Code, provides "Percentage tax . . . Keepers of restaurants, refreshment parlors and
2Sec. 182, of the Tax Code states, "Unless otherwise provided, every person engaging in a business on other eating places shall pay a tax three per centum, and keepers of bar and cafes where wines or liquors
which the percentage tax is imposed shall pay in full a fixed annual tax of ten pesos for each calendar year are served five per centum of their gross receipts . . .".
or fraction thereof in which such person shall engage in said business."
PNOC-ENERGY DEVELOPMENT CORPORATION VS NATIONAL LABOR
RELATIONS COMMISSION
HELD: No. The issue in this case has been decided already in the case of PNOC-EDC vs
Leogardo. It is true that PNOC is a GOCC and that PNOC-EDC, being a subsidiary of PNOC,
is likewise a GOCC. It is also true that under the 1973 Constitution, all GOCCs are under the
jurisdiction of the CSC. However, the 1987 Constitution change all this as it now provides:
The Civil Service embraces all branches, subdivisions, instrumentalities and agencies of the
Government, including government-owned or controlled corporations with original
charters. (Article IX-B, Section 2 [1]) [emphasis supplied]
Hence, the above provision sets the rule that the mere fact that a corporation is a GOCC does
not automatically place it under the CSC. Under this provision, the test in determining whether
a GOCC is subject to the Civil Service Law is the manner of its creation such that government
corporations created by special charter are subject to its provisions while those incorporated
under the general Corporation Law are not within its coverage.
In the case at bar, PNOC-EDC, even though it is a GOCC, was incorporated under the general
Corporation Law – it does not have its own charter, hence, it is under the jurisdiction of the
MOLE.
Even though the facts of this case occurred while the 1973 Constitution was still in force, the
provisions of the 1987 Constitution regarding the legal matters [procedural aspect] are
applicable because it is the law in force at the time of the decision.