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Thompson v. CA
Thompson v. CA
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