Scribd Logo
Upload

Welcome to Scribd!

  • Thompson v. CA

    Uploaded by

    Patrick Manalo
    116 views2 pages
    The Supreme Court ruled that Thomson must return the Manila Polo Club share to the American Chamber of Commerce (AmCham) for three reasons: 1) As an AmCham executive, Thomson had a fiduciary duty to acknowledge AmCham's beneficial ownership of the share even though the share was under his name; 2) AmCham paid for the share and Thomson was only given legal title, creating a resulting trust with AmCham as the beneficial owner; 3) The Manila Polo Club's rules do not prohibit transferring shares to a designated nominee, so Thomson must surrender the share to AmCham's new nominee since he is no longer employed by AmCham.

    Original Description:

    Original Title

    087. Thompson v. CA

    Copyright

    © © All Rights Reserved

    Available Formats

    DOCX, PDF, TXT or read online from Scribd

    Did you find this document useful?

    Is this content inappropriate?

    Report this Document
    The Supreme Court ruled that Thomson must return the Manila Polo Club share to the American Chamber of Commerce (AmCham) for three reasons: 1) As an AmCham executive, Thomson had a fiduciary duty to acknowledge AmCham's beneficial ownership of the share even though the share was under his name; 2) AmCham paid for the share and Thomson was only given legal title, creating a resulting trust with AmCham as the beneficial owner; 3) The Manila Polo Club's rules do not prohibit transferring shares to a designated nominee, so Thomson must surrender the share to AmCham's new nominee since he is no longer employed by AmCham.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Flag for inappropriate content
    Download as docx, pdf, or txt
    116 views2 pages

    Thompson v. CA

    Uploaded by

    Patrick Manalo
    The Supreme Court ruled that Thomson must return the Manila Polo Club share to the American Chamber of Commerce (AmCham) for three reasons: 1) As an AmCham executive, Thomson had a fiduciary duty to acknowledge AmCham's beneficial ownership of the share even though the share was under his name; 2) AmCham paid for the share and Thomson was only given legal title, creating a resulting trust with AmCham as the beneficial owner; 3) The Manila Polo Club's rules do not prohibit transferring shares to a designated nominee, so Thomson must surrender the share to AmCham's new nominee since he is no longer employed by AmCham.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Flag for inappropriate content
    Download as docx, pdf, or txt
    of 2

    Commercial Law Review | Divina | 2nd Sem AY 2014-2015 |Page 1

    condition that he retain the Manila Polo Club Share. AmChm rejected this
    Thompson v. CA counter offer. It later demanded the return of the share, which went
    Oct. 28, 1998 unheeded. This led AmCham to fie a complaint to recover the share. The RTC
    Quisimbing, J. ruled in favor of Thomson, because Manila Polo shares could not be held by
    Gabe Ruaro juridical persons. CA reversed, on the ground that Thomson was bound by his
    contract with AmCham. Hence this petition for review.
    SUMMARY: ISSUES/HELD:
    Thomson was American Chamber’s nominee to hold a share in Manila 1. WON AmCham is the beneficial owner of the disputed share.
    Polo Club. When Thomson was no longer employed with Amcham, he 2. WON Thomson should be ordered to transfer the share to AmCham’s
    refused to transfer the share, on the ground hat Manila Polo Club does nominee.
    not allow corporate shareholders. However, the SC ordered him to RATIO:
    return the share, because… 1. As Executive Vice President of AmCham, Thomson occupied a
    fiduciary position in the business of AmCham. AmCham released the
    DOCTRINE: funds to acquire a share in Manila Polo for Thomson’s use, but
    The Corporation Code does not necessarily prohibit the transfer of obliged him to execute a document as necessary to acknowledge
    proprietary shares by its members when its amended Articles of beneficial ownership thereof by AmCham.
    Incorporation provides that: "No transfer shall be valid except between Clearly, therefore, a trust relationship arose. AmCham wanted to
    the parties, and shall be registered in the Membership Book unless provide incentives and perks to Thomson as its executive, and Thomson
    made in accordance with these Articles and the By-Laws." The agreed to the obligation to acknowledge AmCham’s beneficial ownership.
    authority granted to a corporation to regulate the transfer of its stock While AMcham paid the purchase price for the share, Thomson was given
    does not empower it to restrict the right of a stockholder to transfer legal title thereto. A resulting trust thus arose. As Amcham did not waive the
    his shares by means of by-laws provisions, but merely authorizes the right to the share, it remains beneficial owner of the share.
    adoption of regulations as to the formalities and procedure to be 2. As to the argument that Manila Polo Club’s Articles and By Laws
    followed in effecting transfe prohibit corporate membership, Amcham merely wanted the club to
    transfer the membership to its designated nominee, not to itself.
    FACTS: The Manila Polo club does not necessarily prohibit the transfer of
    Marsh Thompson was the Executive Vice President and later Management proprietary share by its members. It only restricts membership to
    consultant of the American Chamber of Commerce of the Philippines, Inc. deserving applicants in accordance with its rules when its amended
    (AmCham). While he was still working for them, his superior, Amcham Articles of Incorporation provides that: "No transfer shall be valid except
    President A. Lewis Burridge, retired. As he had decided to move back to his between the parties, and shall be registered in the Membership Book
    home country, he wanted to transfer his share in Manila Polo Club to unless made in accordance with these Articles and the By-Laws." Thus,
    Thomson. He did this through a letter of notification to Manila Polo Club. As a there is no question that a transfer is feasible.
    result, Mania Polo issued Thomson a Proprietary Membership Certificate. The authority granted to a corporation to regulate the transfer of its
    However, it failed to execute a document recognizing AmCham’s beneficial stock does not empower it to restrict the right of a stockholder to
    ownership over the share. Neither did Thomson ever acknowledge such transfer his shares by means of by-laws provisions, but merely
    beneficial ownership. authorizes the adoption of regulations as to the formalities and
    Eventually, however, Thomson made it known that he would not procedure to be followed in effecting transfer.
    renew his employment with AMcham, but offered to be a consultant, on the
    Commercial Law Review | Divina | 2nd Sem AY 2014-2015 |Page 2

    Here, Thomson was no longer the nominee of AmCham when he did


    not renew his employment with them. He must thus surrender the share
    to Amcham’s next nominee.

    Petition Denied. CA affirmed.

    You might also like