Ready Form, Inc. v. Eastland Printink, Inc.

November 8, 2018SEC EN BANC CASE NO. 02-14-315Ultra Vires Act (Sec. 45 Corp. Code)READY FORM, INC., appellant, vs. EASTLAND PRINTINK, INC., appellee.DECISIONThis is an Appeal filed by READY FORM, INC. (READY FORM), seeking to reverse the Letter-Order dated 18 November 2013 of the ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT (EIPD), where the EIPD dismissed its Complaint-Affidavit against alleged EASTLAND PRINTINK, INC. (EASTLAND) for alleged Ultra Vires Acts in violation of Section 45 of the Corporation Code. RELEVANT FACTSEASTLAND is a corporation duly-registered 1 with the Commission.On 10 December 2010, EASTLAND amended its Articles of Incorporation to include "to engage in repair and general construction business" as a Secondary Purpose.On 14 December 2010, EASTLAND was awarded a contract for the "Check-up/Repair/Supply parts of Elevator II" by the National Printing Office (NPO) 2 through emergency procurement.On 22 July 2013, READY FORM's Complaint-Affidavit 3 against EASTLAND was referred to the EIPD, for alleged violation of Section 45 of the Corporation Code.READY FORM alleged that "construction" does not include elevator repair, viz.:x x x EASTLAND's Articles of Incorporation does not...