Sappari K. Sawadjaan v. CA (G.R. No. 141735)

Facts:

Petitioner Sawadjaan was an appraiser/investigator in the Philippine Amanah Bank (PAB) when on the basis of his report, a credit line was granted to Compressed Air Machineries and Equipment Corporation (CAMEC) by virtue of the two parcels of land it offered as collaterals. Meanwhile, Congress passed a law which created Al-Amanah Investment Bank of the Philippines (AIIBP) and repealed the law creating PAB, transferring all its assets, liabilities and capital accounts to AIIBP. Later, AIIBP discovered that the collaterals were spurious, thus conducted an investigation and found petitioner Sawadjaan at fault. Petitioner appealed before the SC which ruled against him. Petitioner moved for a new trial claiming he recently discovered that AIIBP had not yet adopted its corporate by-laws and since it failed to file within 60 days from the passage of its law, it had forfeited its franchise or charter and thus has no legal standing to initiate an administrative case. The motion was denied.

Issue:

Whether or not the failure of AIIBP to file its by-laws within the period prescribed results to a nullity of all actions and proceedings it has initiated.

Ruling: NO.

The AIIBP was created by Rep. Act No. 6848. It has a main office where it conducts business, has shareholders, corporate officers, a board of directors, assets, and personnel. It is, in fact, here represented by the Office of the Government Corporate Counsel, “the principal law office of government-owned corporations, one of which is respondent bank.” At the very least, by its failure to submit its by-laws on time, the AIIBP may be considered a de facto corporation whose right to exercise corporate powers may not be inquired into collaterally in any private suit to which such corporations may be a party.

Moreover, a corporation which has failed to file its by-laws within the prescribed period does not ipso facto lose its powers as such. The SEC Rules on Suspension/Revocation of the Certificate of Registration of Corporations, details the procedures and remedies that may be availed of before an order of revocation can be issued. There is no showing that such a procedure has been initiated in this case.

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