Messrs. Tomas D. Paulino & Benjamin C. Peregrino

January 26, 1994 Messrs. Tomas D. Paulino & Benjamin C. Peregrino 38 Badminton St., New St. Francis Village, Cainta Rizal S i r : This refers to your letter of January 19, 1994 requesting opinion or clarification on the extent of business activities of ExL Worldwide Express, Inc.. cdll As stated you have entered into a franchisee agreement with subject corporation, in the business of express and messengerial delivery service. While scrutinizing the articles of incorporation of said corporation, you found out that its primary purpose does not include express or messengerial delivery services. It includes only cargo forwarding by air and sea. Article II of its articles of incorporation reads: "To engage in the business of establishing, maintaining and operating, both domestic and international, a regular pick-up and delivery service on air and sea freight shipments ,with necessary storage, brokerage, transportation, and allied facilities." (Emphasis supplied) It is well-settled that a corporation has only such powers as are expressly granted in its articles of incorporation or statutes under which it is created or such powers as are necessary for the purpose of carrying out its express powers. There should be a specification of the corporation's intended purposes with sufficient clarity and elucidation in the articles of incorporation to define with more certainty the scope of its business. Thus, in the determination of what businesses may be carried on by the corporation, reference must be had to its charter, and unless the power to carry on a particular business is either expressly or impliedly conferred thereby, it does not exist. The rules governing the construction of charters of corporations are, for the most part, the same as those which govern the construction and interpretation of statutes, contracts and other written instruments. (7A Fletcher, Sec. 3640) It is a general rule that when the charter of a corporation confers certain enumerated powers on the corporation, it is to be construed as including incidental powers reasonably necessary to the proper exercise of the enumerated powers and as excluding all other non-enumerated powers. Thus, if the powers expressly enumerated in detail, " such specification by implication excludes all other powers or rights, except such incidental or subordinate rights and powers as may be necessary to an exercise of the powers and rights expressly given. In other words, an enumeration of corporate powers implies the exclusion of all other powers except those essential to the corporate existence and to the enjoyment and exercise of powers expressly conferred. The specification of certain powers operates as a limitation on such objects as are embodied therein and is an implied prohibition of the exercise of other instinct powers. Furthermore, express powers cannot be enlarged by implication. (6 Fletcher Cyclopedia Corporations, sec. 2483, citing several authorities) Thus, it was held that the general language of a charter following a recitation of specific power is construed and confined, within the limitation of the specific power named. (Williams v. United Most Worshipful St.,John's Grand Lodge, 140 So 2d 206 (La App.,cited in 7A Fletcher, sec 3650) This ruling conforms with the generally accepted principle of statutory construction: "Expressio Unius Est Exclusio Alterius" which means, the express mention of one thing will, as a general rule, mean the exclusion of others not expressly mentioned. prcd Therefore, subject corporation, on the basis of the aforequoted purpose clause, cannot engage in messengerial delivery services, the same not being included in the purpose clause. Should the corporation desire to engage in said line of business, it should amend its articles of incorporation in accordance with Section 16 of the Corporation Code to include it among its purposes. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman