G.R. No. 185664 -

Ruling

WHEREFORE , premises considered, the Petition for Review is GRANTED . The Decision dated 22 March 2005 of the [RTC] of Parañaque City, Branch 258 in Civil Case No. 01-0140 is REVERSED and SET ASIDE and a new one entered declaring the [MOA] (ultrasound contract) as invalid. Further, [petitioners] Angeles Balinghasay, Dr. Renato Bernabe, Dr. Alodia del Rosario, Dr. Rustico Jimenez, Dr. Virgilio Oblepias, Dr. Reynaldo Savet, Dr. Salvacion Villamora and Dr. Humberto Villareal are hereby ordered to fully account to [respondent MCPI ] all the profits from said ultrasound contract which otherwise would have accrued to [MCPI] and to jointly and severally pay the amount of P200,000.00 as attorneys fees in favor of the [respondents]. Costs against said named [petitioners]. SO ORDERED . [17] The CA, however, denied the respondents claims for moral and exemplary damages. The appellate court explained that moral damages cannot be awarded in favor of a corporation, which in this case is MCPI, the real party-in-interest. Further, there is no ample evidence to prove that the petitioners acted wantonly, recklessly and oppressively. [18] In declaring the invalidity of the MOA, the CA explained that: Quorum is defined as that number of members of a body which, when legally assembled in their proper places, will enable the body to transact its proper business. Majority, when required to constitute a quorum, means the greater number than half or more than half of any total. In the case at bar, the majority of the number of directors, if it is indeed thirteen (13), is seven (7), while if it is eleven (11), the majority is six (6). During the meetings held by the MCPI Board of Directors i.e. 1) 14 August 1998 meeting x x x, twelve (12) directors were present, and of said number, seven (7) of them belong to the ultrasound investors x x x, and at which meeting, the Board decided to make a counter-offer x x x to the ultrasound group and; 2) 05 February 1999 meeting x x x, twelve (12) directors were present, and of said number, eight (8) of them belong to the ultrasound investors x x x, and at which meeting, the Board decided to proceed with the signing of the [MOA] x x x. As can be gleaned from the Minutes of said Board meetings, without the presence of the [petitioners] directors/ultrasound investors, there can be no quorum. At any rate, during the Board meeting on 14 August 1998, the [MOA] was not approved as only a counter-offer was agreed upon. As to the 05 February 1999 Board meeting, without considering the votes of the [petitioners] directors/ultrasound investors, in connection with the signing of the [MOA], no valid decision can be made. It further appears that x x x [Oblepias], who signed the [MOA] on behalf of the ultrasound/Ob-Gyne group as OWNER of the ultrasound equipment, and x x x President Dr. Bernabe, who signed the same on behalf of MCPI x x x, are both ultrasound investors. Thus, We find that the [MOA] was not validly approved by the MCPI Board. P