Henry A. Brimo Y Salvador E. Imperial, Recurrentes-Apelados, Contra Goldenberg & Co., Inc., Y Otro, Recurridos-Apelantes; Antonio A. Brimo, Tercerista-Apelado/Recurrente-Apelado, Contra Goldenberg & Co., Inc., Y Otro, Recurridos-Apelantes

Summary

This intra-corporate dispute involved the reorganization of Goldenberg, McLeod & Co., Inc. into Goldenberg & Co., Inc. with Antonio A. Brimo as major shareholder and corporate officer. After Brimo's expulsion as treasurer in 1934, disputes arose over his share ownership and payment obligations. The Supreme Court determined Brimo subscribed to 4,028 shares through a combination of cash payments and transfer of his Crystal Arcade store business. While Brimo's total payments exceeded his share obligations by P356,913.79, his receipt of corporate funds as treasurer created a net debt of P103,127.89 to the corporation after set-off. The Court applied compensation principles and ordered issuance of share certificates while requiring mutual payment obligations. This case establishes important precedents for distinguishing share subscription from sale, corporate officer compensation, and application of set-off principles in intra-corporate financial relationships.