G.R. No.

114870 May 26, 1995

MIGUELA R. VILLANUEVA ET. AL. vs. COURT OF APPEALS, CENTRAL BANK
OF THE PHILIPPINES, ILDEFONSO C. ONG and PHILIPPINE VETERANS BANK

FACTS:
Miguela R. Villanueva obtained a loan from the Philippine Veterans Bank with
the help of Jose Viudez, the officer-in-charge of the said bank. Villanueva secured
the same with two parcels of land as collateral. However, she was swayed to
execute a deed of sale covering said lots in favor of Jose Viudez and Andres
Sebastian. Villanueva thereafter found out new titles over the lots were already
issued in the name of PVB after the same was foreclosed for failure to pay the
loan granted in the name of Andres Sebastian. Villanueva, knowing that the lots
were about to be sold at auction sought to repurchase the lots from the PVB. On
the other hand, private respondent herein, Ildefonso Ong, offered to purchase
said lots. Ong did not receive any notice of the approval of his offer. It was only
when he returned from the US and verified the status of his offer that it had
already been approved. However, PVB was already insolvent at this time and
place under receivership pursuant to Monetary Board (MB) Resolution No. 334.
Ong tendered the sum of P100,000.00 representing the balance of the purchase
price of the litigated lots. An employee of the PVB received the amount
conditioned upon approval by the Central Bank liquidator. Ong’s demand for a
deed of conveyance having gone unheeded, he filed an action against the
Central Bank. Miguela Villanueva also filed her claim on the liquidating
proceedings. The RTC ruled in favor for the petitioner but the Court of Appeals
reversed the decision in favor of the private respondent, Ildefonso Ong.

ISSUE:
Whether or not the petitioners have a better right than Ildefonso Ong to
purchase the two parcels of land from the Philippine Veterans Bank.

RULING:
Under Article 1323 of the Civil Code, an offer becomes ineffective upon the
death, civil interdiction, insanity, or insolvency of either party before acceptance is
conveyed. Therefore, Ong’s offer to purchase the subject lots became ineffective
because the PVB became insolvent before the bank’s acceptance of the offer
came to his knowledge. Hence, the purported contract of sale between them did
not reach the stage of perfection. Therefore, he cannot invoke the resolution of
the bank approving his bid as basis for his alleged right to buy the disputed
properties nor may the acceptance by an employee of the PVB of Ong’s payment
of P100,000.00 benefit him since the receipt of the payment was made subject to
the approval by the Central Bank liquidator of the PVB. This payment was
disapproved on the ground that the subject property was already in custodia legis,
and hence, disposable only by public auction and subject to the approval of the
liquidation court. The Court of Appeals therefore erred when it held that Ong had
a better right than the petitioners to the purchase of the disputed lots.
Considering then that only Ong appealed the decision of the trial court, the PVB
and the Central Bank, as well as the petitioners, are deemed to have fully and
unqualifiedly accepted the judgement, which thus became final as to them for
their failure to appeal. PVB is further directed to return to Ildefonso C. Ong the
amount of P100,000.00
G.R. No. 153535 July 28, 2005
SOLID BANK CORPORATION vs. MINDANAO FERROALLOY CORPORATION

FACTS:

Solid Bank Corporation granted a loan to the Mindanao Ferroalloy Corporation

who obtained the same by issuing a promissory note in favor of the bank. The
corporation also secured the loan by executing a Deed of Assignment, Quedan, and
Trust Receipt Agreement. However, the corporation stopped its operations and failed
to pay its loan from the bank inclusive of accrued interest. Solid Bank filed an action
against the corporation and its principal officers for the collection of the loan. The
regional trial court rendered in favor of the Solid Bank Corporation and against the
Mindanao Ferroalloy Corporation, ordering the latter to pay the amount of loan with
interest. On appeal, the court of appeals affirmed the decision of the regional trial
court and ruled also that the principal officers of the Mindanao Ferroalloy Corporation
were not solidarily liable to the Solid Bank Corporation.

ISSUE:

Whether or not the principal officers are liable, either, jointly or solidary upon
signing the contract of loan under the name of the corporation with the Solid Bank.

RULING/DECISION:

The basic principle is that a corporation has a juridical personality distinct and
separate from the persons owning or composing it (Civil Code of the Philippines:
Juridical Persons, Article 44). As a general rule, corporate officers cannot be held
personally liable, for as long as these are for and on behalf of the corporation, within
the scope of their authority and within the bounds of the law. As a matter of fact, the
separate corporate personality is a shield against the personal liability of corporate
officers, whose acts are properly attributed to the corporation. Moreover, it is a general
rule that solidary liability is never presumed and cannot be lightly inferred. Under
Article 1207 of the Civil Code, "there is a solidary liability only when the obligation
expressly so states, or when the law or the nature of the obligation requires solidarity."
Since solidary liability is not clearly expressed in the promissory note and is not
required by law or the nature of the obligation in this case, no conclusion of solidary
liability can be made. Furthermore, nothing supports the alleged joint liability of the
individual petitioners because, as correctly pointed out by the two lower courts, the
evidence shows that there is only one debtor: the corporation. In a joint obligation,
there must be at least two debtors, each of whom is liable only for a proportionate part
of the debt; and the creditor is entitled only to a proportionate part of the credit.
In Partial Fulfillment of the Requirements for the Course
Obligations and Contracts (ACC216)
First Semester
AY: 2019-2020

Submitted by:
Briones, Raven Kaye F.
Buhayan, Jemaimah Faith M.
Indog, Gearlyn
Ordinaria, Earl France H.
Palconit, Rica P.

Submitted to:
Atty. Roberto Recede

August 2019