JOSE REMO, JR. v. THE HON. INTERMEDIATE
APPELLATE COURT
G.R. No. L-67626, April 18, 1989
Corporation Law Case Digest by John Paul C.
Ladiao (15 March 2016)
(Topic: Consideration for Stocks and
Transfer)
FACTS:
In the
latter part of December, 1977 the board of directors of Akron Customs Brokerage
Corporation (hereinafter referred to as Akron), composed of petitioner Jose
Remo, Jr., Ernesto BaƱares, Feliciano Coprada, Jemina Coprada, and Dario
Punzalan with Lucia Lacaste as Secretary, adopted a resolution authorizing the
purchase of thirteen (13) trucks for use in its business to be paid out of a
loan the corporation may secure from any lending institution.
Feliciano
Coprada, as President and Chairman of Akron, purchased thirteen trucks from
private respondent on January 25, 1978 for and in consideration of P525,000.00
as evidenced by a deed of absolute sale. 6 In a side agreement of the same
date, the parties agreed on a downpayment in the amount of P50,000.00 and that
the balance of P475,000.00 shall be paid within sixty (60) days from the date
of the execution of the agreement. The parties also agreed that until said
balance is fully paid, the down payment of P50,000.00 shall accrue as rentals
of the 13 trucks; and that if Akron fails to pay the balance within the period
of 60 days, then the balance shall constitute as a chattel mortgage lien
covering said cargo trucks and the parties may allow an extension of 30 days
and thereafter private respondent may ask for a revocation of the contract and
the reconveyance of all said trucks.
The
obligation is further secured by a promissory note executed by Coprada in favor
of Akron. It is stated in the promissory note that the balance shall be paid
from the proceeds of a loan obtained from the Development Bank of the
Philippines (DBP) within sixty (60) days. 8 After the lapse of 90 days, private
respondent tried to collect from Coprada but the latter promised to pay only
upon the release of the DBP loan. Private respondent sent Coprada a letter of
demand dated May 10, 1978. 9 In his reply to the said letter, Coprada
reiterated that he was applying for a loan from the DBP from the proceeds of
which payment of the obligation shall be made.
In due time, private respondent filed
a compliant for the recovery of P525,000.00 or the return of the 13 trucks with
damages against Akron and its officers and directors, Feliciano Coprada, Dario
D. Punzalan, Jemina Coprada, Lucia Lacaste, Wilfredo Layug, Arcadio de la Cruz,
Francisco Clave, Vicente Martinez, Pacifico Dollario and petitioner with the
then Court of First Instance of Rizal. Only petitioner answered the complaint
denying any participation in the transaction and alleging that Akron has a
distinct corporate personality.
ISSUE:
Whether or
not the Intermediate Appellate Court (IAC) erred in disregarding the corporate
fiction and in holding the petitioner personally liable for the obligation of
the Corporation which decision is patently contrary to law and the applicable
decision thereon?
HELD:
Yes.
The
environmental facts of this case show that there is no cogent basis to pierce
the corporate veil of Akron and hold petitioner personally liable for its
obligation to private respondent. While it is true that in December, 1977
petitioner was still a member of the board of directors of Akron and that he
participated in the adoption of a resolution authorizing the purchase of 13
trucks for the use in the brokerage business of Akron to be paid out of a loan
to be secured from a lending institution, it does not appear that said
resolution was intended to defraud anyone and more particularly private
respondent. It was Coprada, President and Chairman of Akron, who negotiated
with said respondent for the purchase of 13 cargo trucks on January 25, 1978.
It was Coprada who signed a promissory note to guarantee the payment of the
unpaid balance of the purchase price out of the proceeds of a loan he
supposedly sought from the DBP. The word "WE' in the said promissory note
must refer to the corporation which Coprada represented in the execution of the
note and not its stockholders or directors. Petitioner did not sign the said
promissory note so he cannot be personally bound thereby.
As to the
amendment of the articles of incorporation of Akron thereby changing its name
to Akron Transport International, Inc., petitioner alleges that the change of
corporate name was in order to include trucking and container yard operations
in its customs brokerage of which private respondent was duly informed in a
letter. 19 Indeed, the new corporation confirmed and assumed the obligation of
the old corporation. There is no indication of an attempt on the part of Akron
to evade payment of its obligation to private respondent.
There is the
fact that petitioner sold his shares in Akron to Coprada during the pendency of
the case. Since petitioner has no personal obligation to private respondent, it
is his inherent right as a stockholder to dispose of his shares of stock
anytime he so desires.
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