SIMNY G. GUY vs. GILBERT G. GUY
SIMNY G. GUY,
as minority stockholder and for and in behalf of GOODLAND COMPANY, INC. vs.
GILBERT G. GUY, ALVIN AGUSTIN T. IGNACIO and JOHN and/or JANE DOES
G.R. No.
184068. April 19, 2016.
FACTS:
GCI is a family-owned corporation of the Guy family duly organized and existing
under Philippine laws. Simny Guy is a stockholder of record and member of the BOD
of the corporation. Gilbert Guy, et al. are also GCI stockholders of record who
were allegedly elected as new directors by virtue of the assailed stockholders'
meeting held on 7 September 2004.
On 10 September 2004, Paulino Delfin Pe and Benjamin Lim (stockholders of
record of GCI) informed Simny that they had received a notice dated 31 August
2004 calling for the holding of a special stockholders' meeting on 7 September
2004 at the Manila Diamond Hotel. The
said meeting is for the purpose of the election of the BOD for the year
2004-2005. 15 days after the stockholders' meeting, Simny received the said
notice.
On 30 September 2004, Simny, for himself and on behalf of GCI and Grace
Guy Cheu, filed a Complaint against respondents before the RTC for the
"Nullification of Stockholders' Meeting and Election of Directors,
Nullification of Acts and Resolutions, Injunction and Damages with Prayer for
TRO and/or Writ of Preliminary Injunction." It was assailed on the
following grounds: (1) there was no previous notice to Simny and Cheu; (2) the
meeting was not called by the proper person; and (3) the notices were not
issued by the person who had the legal authority to do so.
Gilbert argued that the meeting on was legally called and held; that the
notice of meeting was signed by the authorized officer of GCI and sent in
accordance with the by-laws of the corporation; and that Cheu was not a
stockholder of record of the corporation, a status that would have entitled her
to receive a notice of the meeting.
ISSUE:
Whether or not the notice of the stockholders' meeting was properly sent
in compliance with law and the by-laws of the corporation
HELD:
YES. Special
meetings of stockholders or members shall be held at any time deemed necessary
or as provided in the by-laws: Provided, however, that at least one (1) week
written notice shall be sent to all stockholders or members, unless otherwise
provided in the by-laws. Notice of any meeting may be waived, expressly or
impliedly, by any stockholder or member.
Whenever, for any cause, there is no person authorized to call a meeting,
the SEC, upon petition of a stockholder or member, and on the showing of good
cause therefor, may issue an order to the petitioning stockholder or member
directing him to call a meeting of the corporation by giving proper notice
required by this Code or by the by-laws. The petitioning stockholder or member
shall preside thereat until at least a majority of the stockholders or members
present have chosen one of their number as presiding officer.
In the case at bar, under the by-laws of GCI, the notice of meeting shall
be mailed not less than five (5) days prior to the date set for the special
meeting. The pertinent provision reads:
Section
3. Notice of meeting written or printed for every regular or special meeting of
the stockholders shall be prepared and mailed to the registered post office
address of each stockholder not less than five (5) days prior to the date set
for such meeting, and if for a special meeting, such notice shall state the
object or objects of the same. No failure or irregularity of notice of any
meeting shall invalidate such meeting at which all the stockholders are present
and voting without protest.
The Corporation Code itself permits the shortening (or lengthening) of
the period within which to send the notice to call a special (or regular)
meeting. Thus, no irregularity exists in the mailing of the notice sent by
respondent Gilbert on 2 September 2004 calling for the special stockholders'
meeting to be held on 7 September 2004, since it abides by what is stated in
GCI's by-laws as quoted above.
The Court finds that the provisions under Sec. 50 of the Corporation Code
and the by-laws of GCI are clear and unambiguous. They do not admit of two or
more meanings, nor do they make reference to two or more things at the same
time. The provisions only require the sending/mailing of the notice of a stockholders'
meeting to the stockholders of the corporation. Sending/mailing is different
from filing or service under the Rules of Court. Had the lawmakers intended to
include the stockholder's receipt of the notice, they would have clearly
reflected such requirement in the law. Absent that requirement, the word
"send" should be understood in its plain meaning:
"Send" means to deposit in the mail or deliver for transmission
by any other usual means of communication with postage or cost of transmission
provided for and properly addressed and in the case of an instrument to an
address specified thereon or otherwise agreed, or if there be none, to any
address reasonable under the circumstances. The receipt of any writing or
notice within the time at which it would have arrived if properly sent has the
effect of a proper sending.
Clearly, respondents are only mandated to notify petitioner by depositing
in the mail the notice of the stockholders' special meeting, with postage or
cost of transmission provided and the name and address of the stockholder
properly specified. With respect to the latter part of the definition of
"send" under Black's Law Dictionary, the term "receipt"
only has the effect of proper sending when a mail matter is received in the
usual course of transmission.
It should be emphasized here that the period of mailing, that is, at
least five (5) days prior mailing of notice of meeting as provided in the
By-laws of GOODLAND is reasonable enough for the petitioner Simny Guy to
receive the notice of meeting prior to the holding of the subject stockholders'
meeting considering the relative distance of the Post Office (Meralco Post
Office, Pasig City) where the said notice of meeting was mailed vis-à-vis the
place of residence of petitioner Simny Guy located at Greenmeadows, Quezon
City.
Therefore, petitioner is considered to have received notice of the
special stockholders' meeting after said notice was properly mailed by
respondents.
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