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TC: Primateria Zurich is liable to the plaintiff for the sums of P31,009.71, with legal interest from
the date of the filing of the complaint, and P2,000.00 as and for attorney's fees; and absolving
defendants Primateria (Phil.), Inc., Alexander G. Baylin, and Jose M. Crame from any and all
Plaintiff appealed from that portion of the judgment dismissing its complaint as regards the three
It is plaintiff's theory that Primateria Zurich is a foreign corporation within the meaning of Sections
68 and 69 of the Corporation Law, and since it has transacted business in the Philippines without
the necessary license, as required by said provisions, its agents here are personally liable for
contracts made in its behalf.
Section 68 of the Corporation Law states: "No foreign corporation or corporation formed,
organized, or existing under any laws other than those of the Philippines shall be permitted to
transact business in the Philippines, until after it shall have obtained a license for that purpose
from the Securities and Exchange Commission .. ."
And under Section 69, "any officer or agent of the corporation or any person transacting
business for any foreign corporation not having the license prescribed shall be punished by
imprisonment for etc. ... ."
Hence, this petition.
1. Whether defendant Primateria Zurich may be considered a foreign corporation within the
meaning of Sections 68 and 69 of the Corporation Law; NO
2. Assuming said entity to be a foreign corporation, whether it may be considered as having
transacted business in the Philippines within the meaning of said sections; (MOOT)
3. If so, whether its agents may be held personally liable on contracts made in the name of the
entity with third persons in the Philippines. (NO, MOOT)
Primateria Zurich was not duly proven to be a foreign corporation; nor that a societe anonyme
("sociedad anomima") is a corporation; and that failing such proof, the societe cannot be
deemed to fall within the prescription of Section 68 of the Corporation Law. In fact, our
corporation law recognized the difference between sociedades anonimas and corporations.
43 At any rate, we do not see how the plaintiff could recover...
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- Fall '14