RAMON E. REYES AND CLARA R. PASTOR VS. BANCOM DEVELOPMENT CORP.
Principles:
Section 145 of the Corporation Code states that, no right
or remedy in favor of or against any corporation, its stockholders, members, directors, trustees, or officers, nor any liability incurred by any such corporation, stockholders, members, directors, trustees, or officers, shall be removed or impaired either by the subsequent dissolution of said corporation or by any subsequent amendment or repeal of this Code or of any part thereof.
As a necessary consequence of the above rule, the
corresponding liability of the debtors of a dissolved corporation must also be deemed subsisting. To rule otherwise would be to sanction the unjust enrichment of the debtor at the expense of the corporation. As guarantors of the loans of Marbella, petitioners are liable to Bancom. Bancom extended additional financing to Marbella on the condition that the loan would be paid upon maturity. It is equally clear that the latter obligated itself to pay the stated amount to Bancom without any condition. The unconditional tenor of the obligation of Marbella to pay Bancom for the loan amount, plus interest and penalties, is likewise reflected in the Promissory Notes issued.
GR No. 220926, Mar 21, 2018
LUIS JUAN L. VIRATA v. ALEJANDRO NG WEE
Principles:
1. Power Merge is liable to Ng Wee under its Promissory Notes.
Virata is liable for the Promissory Notes even as an accommodation party. Under Section 60 of the Negotiable Instruments Law, the maker of a promissory note engages that he will pay it according to its tenor. It cannot escape the attention of the Court that this is not the first time for Virata to transact with Wincorp. Power Merge and Virata cannot then feign ignorance that the money they have been receiving are from the clients that Wincorp attracted to invest.
2. The circumstances of Power Merge clearly present an alter ego
case that warrants the piercing of the corporate veil. Virata not only owned majority of the Power Merge shares. He is not only the company president, he also owns 374,996 out of 375,000 of its subscribed capital stock. Meanwhile, the remainder was left for the nominal incorporators of the business.
Meanwhile, UEM-MARA is an entity distinct and separate from Power
Merge, and it was not established that it was guilty in perpetrating fraud against the investors. It was a non-party to the "sans recourse" transactions.
Basically, a corporation is invested by law with a personality
separate and distinct from that of the persons composing it as well as from that of any other legal entity to which it may be related. Following this, obligations incurred by the corporation, acting through its directors, officers and employees, are its sole liabilities, and said personalities are generally not held personally liable thereon. By way of exception, a corporate director, a trustee or an officer, may be held solidarily liable with the corporation under Sec. 31 of the Corporation Code.
Applying the doctrine, petitioner cannot escape liability by
claiming that he was merely performing his function as Vice- President for Operations and was duly authorized to sign the Side Agreements in Wincorp's behalf. The fact also remains that petitioner Estrella accepted the directorship in the Wincorp board, along with the obligations attached to the position, without question or qualification. The careless management of corporate affairs, in itself, amounts to a betrayal of the trust reposed by the corporate investors, clients, and stakeholders, regardless of whether or not the board or its individual members are being paid. The RTC and the CA, therefore, correctly disregarded the defense of Estrella that he is a mere nominee.
G.R. No. 199161, April 18, 2018
PHILIPPINE NATIONAL BANK v. JAMES T. CUA
Principles:
The CA is mistaken when it ruled that the promissory note is devoid
of any evidentiary value. Promissory note is the best evidence of the existence of the loan. A promissory note is a solemn acknowledgment of a debt and a formal commitment to repay it on the date and under the conditions agreed upon by the borrower and the lender. A person who signs such an instrument is bound to honor it as a legitimate obligation duly assumed by him through the signature he affixes thereto as a token of his good faith. If he reneges on his promise without cause, he forfeits the sympathy and assistance of this Court and deserves instead its sharp repudiation.
The trial court's reliance on James' self-serving allegation is
erroneous. Nothing in the promissory note would suggest that it was executed merely to secure future loans. The words “FOR VALUE RECEIVED” shows that Cua acknowledged receipt of the proceeds of the loan. As a businessman, Cua cannot claim unfamiliarity with commercial documents. No reasonable and prudent man would acknowledge a debt, and even secure it with valuable assets, if the same does not exist. Even though the promissory note is only a renewal of a previous promissory note, it does not adversely affect the fact that it is an acknowledgment of a loan duly received.
Rule 130, Section 9 of the Rules of Court provides for the
parol evidence rule which states that when the terms of an agreement have been reduced into writing, it is considered as containing all the terms agreed upon and there can be, between the parties and their successors in interest, no evidence of such terms other than the contents of the written agreement. To overcome the presumption that the written agreement contains all the terms of the agreement, the parol evidence must be clear and convincing and of such sufficient credibility as to overturn the written agreement.