Soler v. Bastida

ROMUALDEZ, J.:

As the assignee in insolvency of the Puray Plantation & Development Co., Inc., the plaintiff brings this action against the defendants to recover certain amounts of money. The defendants answered with a general denial. After the hearing of the case, the Court of First Instance of Manila rendered judgment, the disposing part of which is as follows: Against defendant Concepcion Ayala for the sum of six thousand pesos (P6,000); against defendant Sebastian S. Bartida for the sum of ten thousand fifteen and 80/100 pesos (P10,015.80); against defendant Maria Beltran for the sum of five hundred pesos (P500); against defendant Juan Varela Fernandez for the sum of nineteen thousand one hundred pesos (P19,100); and against defendant Antonio Mestres for the sum of forty-four thousand eight hundred pesos (P44,800), together with legal interest on each and all of said sums from May 4, 1922, the date of the filing of the complaint in this case, with the costs against the said defendants.

The claim of defendant Bartolome Pons y Pons against his codefendants Concepcion Ayala, Sebastian S. Bastida, Maria Beltran, Juan Varela Fernandez, and Antonio Mestres is hereby dismissed, without any finding as to the costs. The defendants Sebastian S. Bastida, Juan Varela Fernandez, Concepcion Ayala, and Maria Beltran appeal from said judgment and assign as errors the following: 1. The finding that they are liable for the unpaid part of their subscribed shares.

2. The rendering of judgment against them for the payment of said unpaid subscriptions. 3.

The denial of their motion for new trial. The capital of the Puray Plantation & Development Co., Inc., was originally P1,000. This capital was increased to P101,000.

The appellants question the legal validity of this increase. But, in our opinion, the interpretation which can rightly be given to minutes No. 9 of the meeting of the stockholders (fol. 16, Exhibit A), is no other than that it was really and in fact finally resolved to make such increase.

The power of the board of directors mentioned in said minutes is not discretionary but correlative with the increase agreed upon and mandatory in view of the final character of the increase of the capital unanimously voted for by the stockholders. The new shares were subscribed for by the following persons and in the amount set opposite their names: May 12, 1920: Shares Concepcion Ayala 800 Sebastian S. Bastida 400 Juan Varela Fernandez 400 Maria Beltran 400