2. Tayag v Benguet Consolidated 26 Scra 242 | Legal Personality

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  Tayag vs Benguet Consolidated Inc26 SCRA 242 [GR No. L-2!4 Nove#$e% 2&'!(6)*+acts,  County Trust Company of New York, United States of America is the domiciliary administration of the decedent, IdonahSlade Perkins who owned 33,! shares of stocks in theappellant, domestic corporation, en#uet Consolidated Inc$located in the Philippines$ A dispute arose %etween the appellee, Taya# who is the appointed ancillary of Perkins in the Philippinesand the domiciliary administration as to who is entitled to thepossession of the certi&cate of shares, howe'er, County TrustCompany refuses to transfer the said certi&cate to Taya# despitethe order of the court$ (ence, the appellee was compelled topetition the court for the appellant to declare the su%)ectcerti&cates as lost to which appellant alle#ed that no newcerti&cate can %e issued and the same cannot %e rendered as lostin accordance with their %y*laws$ Issue,  +hether or not the certi&cate of shares of stock can %edeclared lost$ eld,  Yes$ Administration whether principal or ancillary certainlyetends to the assets of a decedent found within the state orcountry where it was #ranted$It is often necessary to ha'e more than one administration of anestate$ +hen a person dies intestate ownin# property located inthe country of his domicile as well as in a forei#n country,administration is had in %oth countries$ That which is #ranted inthe )urisdiction of decedent-s last domicile is termed the principaladministration, while any other administration is termed theancillary administration$ The reason for the latter is %ecause a  #rant of administration does not ex proprio vigore  ha'e any e.ect%eyond the limits of the country in which it is #ranted$(ence, an administration appointed in a forei#n state has noauthority in the Philippines . Te ancilla%y ad#inist%ation is/%o/e% , whene'er a person dies, lea'in# in a country other thanthat of his last domicile, property to %e administered in the natureof the deceased-s lia%le for his indi'idual de%ts or to %edistri%uted amon# his heirs$ Since te%e is %e0usal , persistently adhered to %y thedomiciliary administration in New York, to deli'er the shares of stocks of appellant corporation owned %y the decedent to theancillary administration in the Philippines, te%e 1as notingun%easona$le o% a%$it%a%y in conside%ing te# lost and%eui%ing te a//ellant to issue ne1 ce%ti3cates in lieute%eo0.  There%y the task incum%ent under the law on theancillary administration could %e dischar#ed and his responsi%ilityful&lled$Assumin# that a contrary eist %etween the pro'ision of the lawsand te co##and o0 a cou%t dec%ee' te latte% is to $e0ollo1ed.A co%/o%ation as no1n to 5ili//ine u%is/%udence is ac%eatu%e 1itout any e7istence until it as %eceived tei#/%i#atu% o0 state acco%ding to la1 $ It is lo#icallyinconcei'a%le therefore it will ha'e ri#hts and pri'ile#es of ahi#her priority than that of its creator, more than that, it cannotle#itimately refuse to yield o%edience to acts of its state or#ans,certainly not ecludin# the )udiciary, whene'er called upon to doso$  Republic of the Philippines SUPREME COURT ManilaEN BANC G.R. No. L-23145 November 29, 1968TESTATE ESTATE O ! ONA# SLA E PER$!NS, %e&e'(e%. RENATO . TA)AG,  ancillary administrator-appellee, vs. *ENGUET CONSOL! ATE , !NC.,  oppositor-appellant. Cirilo F. Asperillo, Jr., for ancillary administrator-appellee.Ross, Salcedo, Del Rosario, Bito and Misa for oppositor-appellant. ERNAN O, J.: Confronted by an obstinate and adamant refusal of the domiciliary administrator, the County rust Company of Ne! or#, $nited %tates of America, of the estate of the deceased &donah %lade Per#ins, !ho died in Ne! or# City on March '(, )*+, to surrender to the ancillary administrator in the Philippines the stoc# certificates o!ned by her in a Philippine corporation, Benuet Consolidated, &nc., to satisfy the leitimate claims of local creditors, the lo!er court, then presided by the onorable Arsenio %antos, no! retired, issued on May )/, )*+0, an order of this tenor1 2After considerin the motion of the ancillary administrator, dated 3ebruary )), )*+0, as !ell as the opposition filed by the Benuet Consolidated, &nc., the Court hereby 4)5 considers as lost for all purposes in connection !ith the administration and li6uidation of the Philippine estate of &donah %lade Per#ins the stoc# certificates coverin the 77,' shares of stoc# standin in her name in the boo#s of the Benuet Consolidated, &nc., 4'5 orders said certificates cancelled, and 475 directs said corporation to issue ne! certificates in lieu thereof, thesame to be delivered by said corporation to either the incumbent ancillary administrator or to the Probate 8ivision of this Court.2 ) 3rom such an order, an appeal !as ta#en to this Court not by the domiciliary administrator, the County rust Company of Ne! or#, but by the Philippine corporation, the Benuet Consolidated, &nc. he appeal cannot possibly prosper. he challened order represents a response and e9presses a policy, to paraphrase 3ran#furter, arisin out of a specific problem, addressed to the attainment of specific ends by the use of specific remedies, !ith full and ample support from leal doctrines of !eiht and sinificance.he facts !ill e9plain !hy. As set forth in the brief of appellant Benuet Consolidated, &nc., &donah %lade Per#ins, !ho died on March '(, )*+ in Ne! or# City, left amon others, t!o stoc# certificates coverin 77,' shares of appellant, the certificates bein in the possession of the County rust Company of Ne! or#, !hich as noted, is the domiciliary administrator of the estate of the deceased. '  hen came this portion of the appellant:s brief1 2;n Auust )', )*+, Prospero %anidad instituted ancillary administration proceedins in the Court of 3irst &nstance of Manila< =a>aro A. Mar6ue> !as appointed ancillary administrator, and on ?anuary '', )*+7, he !as substituted by the appellee Renato 8. aya. A dispute arose bet!een the domiciary administrator in Ne! or# and the '+&'r '%m+(/r'/or + /0e P0+e(  as to !hich of them !as entitled to the possession of the stoc# certificates in 6uestion. ;n ?anuary '(, )*+0, the Court of 3irst &nstance of Manila ordered the domiciliary administrator, County rust Company, to 2produce and deposit2 them !ith the ancillary administrator or !ith the Cler# of  Court. he domiciliary administrator did not comply !ith the order, and on 3ebruary )), )*+0, the '+&'r '%m+(/r'/or   petitioned the court to 2issue an order declarin the certificate or certificates of stoc#s coverin the 77,' shares issued + /0e +'me o !%o+'0 S'%e Per+( b *e+e/ Co+(o%'/e%, !+&., be %e&'re% or7 &o+(%ere% '( o(/ .2 7 &t is to be noted further that appellant Benuet Consolidated, &nc. admits that 2it is immaterial2 as far as it is concerned as to 2!ho is entitled to the possession of the stoc# certificates in 6uestion< 'e'+/ oo(e% /0e e//o+ o /0e '+&'r '%m+(/r'/or   because the said stoc# certificates are in e9istence, they are today in the possession of the domiciliary administrator, theCounty rust Company, in Ne! or#, $.%.A....2 0 &t is its vie!, therefore, that under the circumstances, the stoc# certificates cannot be declared or considered as lost. Moreover, it !ould allee that there !as a failure to observe certain re6uirements of its by-la!s before ne! stoc# certificates could be issued. ence, its appeal. As !as made clear at the outset of this opinion, the appeal lac#s merit. he challened order constitutes an emphatic affirmation of @udicial authority souht to be emasculated by the !ilful conduct of the domiciliary administrator in refusin to accord obedience to a court decree. o!, then, can this order be stimati>ed as illeal As is true of many problems confrontin the @udiciary, such a response !as called for by the realities of the situation. hat cannot be inored is that conduct borderin on !ilful defiance, if it had not actually reached it, cannot !ithout undue loss of @udicial prestie, be condoned or tolerated. 3or the la! is not so lac#in in fle9ibility and resourcefulness as to preclude such a solution, the more so as deeper reflection !ould ma#e clear its bein buttressed by indisputable principles and supported by the stronest policy considerations.&t can truly be said then that the result arrived at upheld and vindicated the honor of the @udiciary no less than that of the country. hrouh this challened order, there is thus dispelled the atmosphere of continent frustration brouht about by the persistence of the domiciliary administrator to hold on to the stoc# certificates after it had, as admitted, voluntarily submitted itself to the @urisdiction of the lo!er court by enterin its appearance throuh counsel on ?une '(,)*+7, and filin a petition for relief from a previous order of March ), )*+7.hus did the lo!er court, in the order no! on appeal, impart vitality and effectiveness to !hat !as decreed. 3or !ithout it, !hat it had been decided !ould be set at nauht and nullified. $nless such a blatant disreard by the domiciliary administrator, !ith residence abroad, of !hat !as previously ordained by a court order could be thus remedied, it !ould have entailed, insofar as this matter !as concerned, not a partial but a !ell-nih complete paralysis of @udicial authority.). Appellant Benuet Consolidated, &nc. did not dispute the po!er of the appellee ancillary administrator to ain control and possession of all assets of the decedent !ithin the @urisdiction of the Philippines. Nor could it. %uch a po!er is inherent in his duty to settle her estate and satisfy the claims of local creditors.   As ?ustice uason spea#in for this Court made clear, it is a 2eneral rule universally reconi>ed2 that administration, !hether principal or ancillary, certainly 2e9tends to the assets of a decedent found !ithin the state or country !here it !as ranted,2 the corollary bein 2that an administrator appointed in one state or country has no po!er over property in another state or country.2 + &t is to be noted that the scope of the po!er of the ancillary administrator !as, in an earlier case, set forth by ?ustice Malcolm. hus1 2&t is often necessary to have more than one administration of an estate. hen a person dies intestate o!nin property in the country of his domicile as !ell as in a forein country, administration is had in both countries. hat !hich is ranted in the  @urisdiction of decedent:s last domicile is termed the principal administration, !hile any other administration is termed the ancillary administration. he reason for the latter is because a rant of administration does not ex proprio vigore have any effect beyond the limits of the country in
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