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    Lim v. Moldex Land Inc. Lim v. Moldex Land Inc.: I. Facts of The Case III. Held

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    Christine Sumaway
    This case discusses the qualifications required to be elected as a director or officer of a condominium corporation. Specifically, representatives of a real estate developer (Moldex), which owned many unsold units, were elected as directors and officers despite not being individual members of the condo corporation. The Supreme Court held that only members can be directors or officers as the Corporation Code requires directors and trustees to be members. As the developer's representatives were not members themselves, their election was invalid. The annual meeting where this occurred also lacked a quorum so was null and void.

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    Lim v. Moldex Land Inc. Lim v. Moldex Land Inc.: I. Facts of The Case III. Held

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    Christine Sumaway
    12 views2 pages
    This case discusses the qualifications required to be elected as a director or officer of a condominium corporation. Specifically, representatives of a real estate developer (Moldex), which owned many unsold units, were elected as directors and officers despite not being individual members of the condo corporation. The Supreme Court held that only members can be directors or officers as the Corporation Code requires directors and trustees to be members. As the developer's representatives were not members themselves, their election was invalid. The annual meeting where this occurred also lacked a quorum so was null and void.

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    This case discusses the qualifications required to be elected as a director or officer of a condominium corporation. Specifically, representatives of a real estate developer (Moldex), which owned many unsold units, were elected as directors and officers despite not being individual members of the condo corporation. The Supreme Court held that only members can be directors or officers as the Corporation Code requires directors and trustees to be members. As the developer's representatives were not members themselves, their election was invalid. The annual meeting where this occurred also lacked a quorum so was null and void.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    12 views2 pages

    Lim v. Moldex Land Inc. Lim v. Moldex Land Inc.: I. Facts of The Case III. Held

    Uploaded by

    Christine Sumaway
    This case discusses the qualifications required to be elected as a director or officer of a condominium corporation. Specifically, representatives of a real estate developer (Moldex), which owned many unsold units, were elected as directors and officers despite not being individual members of the condo corporation. The Supreme Court held that only members can be directors or officers as the Corporation Code requires directors and trustees to be members. As the developer's representatives were not members themselves, their election was invalid. The annual meeting where this occurred also lacked a quorum so was null and void.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
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    Corporate Law Case Write-up G.R. No.

    206038 [25 January 2017]

    Lim v. Moldex Land Inc. Lim v. Moldex Land Inc.

    I. Facts of the case


    III. Held
    Lim is is a registered unit owner of Golden Empire Tower,
    a condominium project of Moldex, a real estate company The representatives of Moldex cannot be elected as
    engaged in the construction and development of high-end members of the Board of Directors since they themselves, as
    condominium projects. Condocor is the registered individuals, are not members of Condocor. The governance
    condominium corporation for the Golden Empire Tower. As a and management of corporate affairs in a corporation lies with
    unit owner of Golden Empire Tower, Lim is now a member of its Board of Directors/Trustees. As the Board exercises all
    Condocor. Moldex is also a member of Condocor on the basis corporate powers and authority expressly vested upon it by law
    of its ownership of the 220 unsold units in the Golden Empire and by the corporations’ bylaws, there are minimum
    Tower. Condocor held its annual general membership meeting. requirements set in order for one to be a director or trustee, one
    Jaminola, as Chairman, declared the existence of a quorum of which is ownership of a share in one’s name or membership
    even though only 29 of the 108 unit buyers were present. in a nonstock corporation. While Moldex may rightfully
    Milanes, Roman, and Macalintal were present as Moldex’s designate proxies or representatives, the latter, however, cannot
    representative. Jaminola is likewise a representative of Moldex. be elected as directors or trustees of Condocor. The
    The declaration of quorum was based on the presence of the Corporation Code clearly provides that a director or trustee
    majority of the voting rights.. Lim objected to the validity of must be a member of record of the corporation and that the
    the meeting but was denied. Thus, Lim and all the other unit power of the proxy is merely to vote. As such, if said proxy is
    owners walked out and left the meeting. Despite the walkout, not a member in his own right, he cannot be elected as a
    the annual meeting proceeded and elected the new members of director.
    the Board of Directors. Jaminola was elected as the Chairman
    and President. Milanes, Roman, and Macalintal were elected as Since the Corporation Code mandates that the President
    Vice President, Treasurer, and Secretary, respectively. shall be a director, it follows that a person who cannot qualify
    to be a director cannot validly be appointed as President.
    II. Issue/s Likewise, when the Bylaws provide that the Vice-President
    and Secretary must have the same qualifications as those of the
    Can representatives of Moldex be elected as directors and President, as in this case, then the appointment of individuals
    officers of Condocor? Otherwise stated, can individuals who who are not members of the corporation would also be
    are non-members of a corporation be elected as directors and unlawful.
    officers of such?

    G.R. No. 206038 PONENTE: Justice Mendoza

    Board of Directors or Trustees: Qualifications and Disqualifications of Directors/Trustees, CASE WRITE-UP MAKER MAKER: GAYAMAN, Kathleen
    Management and Other Corporate Officers
    Corporate Law Case Write-up G.R. No. 206038 [25 January 2017]

    Lim v. Moldex Land Inc. Lim v. Moldex Land Inc.

    Insofar as Roman's election as Treasurer is concerned, the copied Section 23 of the Corporation code with the addition of
    same would have been valid, as a corporate treasurer may or the paragraphs pertaining to independent directors. The ruling
    may not be a director of the corporation's board. The general and doctrine provided in this case still applies under the
    membership meeting, however, was null and void. As a Revised Corporation Code.
    consequence, Roman's election had no legal force and effect.
    IV. Critic

    Section 23 of the Corporation Code talks about the


    minimum requirements set in order for one to be a director or
    trustee. Section 23 provides:

    Section 23. The Board of Directors or Trustees. - Unless


    otherwise provided in this Code, the corporate powers of all
    corporations formed under this Code shall be exercised, all
    business conducted and all property of such corporations
    controlled and held by the board of directors or trustees to be
    elected from among the holders of stocks, or where there is no
    stock, from among the members of the corporation, who
    shall hold office for one (1) year until their successors are
    elected and qualified.

    Every director must own at least one (1) share of the capital
    stock of the corporation of which he is a director, which share
    shall stand in his name on the books of the corporation. Any
    director who ceases to be the owner of at least one (1) share of
    the capital stock of the corporation of which he is a director
    shall thereby cease to be a director. Trustees of non-stock
    corporations must be members thereof. A majority of the
    directors or trustees of all corporations organized under this
    Code must be residents of the Philippines.

    Section 22 of the Revised Corporation Code is now the


    governing provision on the minimum requirements for an
    individual to be a director or trustee. Section 22 of the RCC

    G.R. No. 206038 PONENTE: Justice Mendoza

    Board of Directors or Trustees: Qualifications and Disqualifications of Directors/Trustees, CASE WRITE-UP MAKER MAKER: GAYAMAN, Kathleen
    Management and Other Corporate Officers

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