7/24/2019 Delpher Trades Corp v. IAC

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Delpher Trades Corp. V. IAC (1988) Gutierrez, Jr., J.Petitioners: Delpher Trades Corporation, and DelphinPachecoRespondents: Intermediate Appellate Court andHydro Pipes Philippines, Inc.

Brief Facts: Delf and Pelagia Pacheco leased the lotthey coo!ned to CCII to !hich the si"lings granted aright of #rst refusal. CCII assigned its rights to HydroPipes. A deed of e$change !as e$ecuted "et!een thePachecos and Delpher Trades Corp. !herein thePachecos con%eyed the leased lot to Delpher ine$change for &'(( shares of stoc). Hydro Pipes #led acomplaint for recon%eyance for alleged %iolation of itsright of #rst refusal.

Doctrine: After incorporation, one "ecomes astoc)holder of a corporation "y su"scription or "ypurchasing stoc) directly from the corporation or fromindi%idual o!ners thereof.

FACTS:*. Del#n Pacheco and his sister Pelagia Pacheco !ere

the coo!ners of a real estate in Polo +no!

alenzuela-.&. They leased the property to Construction

Components International Inc. +CCII-, pro%iding thatduring the e$istence or after the term of this leasethe lessor, should he decide to sell the propertyleased shall #rst oer the same to the lessee andthe latter has the priority to "uy under similarconditions.

/. CCII assigned its rights and o"ligations under thecontract of lease in fa%our of Hydro PipesPhilippines, Inc. !ith the signed conformity andconsent of the Pachecos. The contract andassignment of lease !ere annotated at the "ac) ofthe title.

0. A deed of e$change !as e$ecuted "et!een the

Pachecos and defendant Delpher TradesCorporation !here"y the former con%eyed to thelatter the leased property together !ith anotherparcel of land also in alenzuela for &'(( shares ofstoc) of Delpher +total %alue of P*.'1-

'. 2n the ground that it !as not gi%en the #rst optionto "uy the leased property pursuant to the pro%isoin the lease agreement, Hydro Pipes #led anamended complaint for recon%eyance of the lot inits fa%our under conditions similar to those!here"y Delpher ac3uired the property from thePachecos.

4. The C5I ruled in fa%our of Hydro Pipes. This !asa6rmed on appeal "y the IAC.

7. Petitioners #led a petition for certiorari !hich !asinitially denied "y the 8C "ut upon 19, the 8C ga%eit due course.

:. ;duardo

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After incorporation, one "ecomes a stoc)holder of

a corporation "y su"scription or "y purchasingstoc) directly from the corporation or fromindi%idual o!ners thereof.

o In e$change of their properties, thePachecos ac3uired &'(( original unissuedno par %alue shares of stoc)s of theDelpher Trades Corporation. Conse3uently,the Pachecos "ecame stoc)holders of thecorporation "y su"scription.

A nopar %alue share does not purport to representany stated proportionate interest in the capitalstoc) measured "y %alue, "ut only an ali3uot partof the !hole num"er of such share issuingcorporation. The holder of nopar shares may seefrom the certi#cate itself that he is an ali3uotsharer in the assets of the corporation. >ut thischaracter of proportionate interest is not hidden"eneath a false appearance of a gi%en sum in

money, as in the case of par %alue shares. Thecapital stoc) of a corporation issuing only nopa%alue shares is not set forth "y a stated amount ofmoney, "ut instead is e$pressed to "e di%ided intoa stated num"er of shares, such as *((( sharesThis indicates that a shareholder of *(( suchshares is an ali3uot sharer in the assets of thecorporation, no matter !hat %alue they may ha%eto the e$tent of *((*(((, or **(. Thus, "yremo%ing the par %alue of shares, the attention ofpersons interested in the #nancial condition of acorporation is focused upon the %alue of assets andthe amount of its de"ts.

There !as no attempt to state the true or currentmar)et %alue of the real estate. and %alued aP/((.(( per s3uare meter !as turned o%er to thefamilyBs corporation for only P*0.(( a s3uaremeter.

DISPOSITI.E: Petition granted.