Corporate Law Case Digest: Remo Jr. v. IAC (1989)

G.R. No. L-67626 April 18, 1989

Lesson Applicable: Dealings Between Corporation and Stockholders (Corporate Law)

FACTS:

• December, 1977: the BOD of Akron Customs Brokerage Corporation (Akron), composed of Jose Remo, Jr., Ernesto Bañares, Feliciano Coprada, Jemina Coprada, and Dario Punzalan with Lucia Lacaste as Secretary, adopted a resolution authorizing the purchase of 13 trucks for use in its business to be paid out of a loan the corporation may secure from any lending institution


• January 25, 1978: Feliciano Coprada, as President and Chairman of Akron, purchased the trucks from E.B. Marcha Transport Company, Inc. (Marcha) for P 525K as evidenced by a deed of absolute sale. 


• parties agreed on a downpayment in the amount of P50K and that the balance of P 475K shall be paid within 60 days from the date of the execution of the agreement. 


• They also agreed that until balance is fully paid, the down payment of P 50K shall accrue as rentals and failure to pay the balance within 60 days, then the balance shall constitute as a chattel mortgage lien covering the cargo trucks and the parties may allow an extension of 30 days and Marcha may ask for a revocation of the contract and the reconveyance of all trucks.


• The obligation is further secured by a promissory note executed by Coprada in favor of Akron. It is stated that the balance shall be paid from the proceeds of a loan obtained from the Development Bank of the Philippines (DBP) within 60 days


• After the lapse of 90 days, Marsha tried to collect from Coprada but the Coprada promised to pay only upon the release of the DBP loan. 


• Marsha sent Coprada a letter of demand dated May 10, 1978.


• Coprada reiterated that he was applying for a loan from the DBP from the proceeds of which payment of the obligation shall be made. 


• Meanwhile, 2 of the trucks were sold under a pacto de retro sale to a Mr. Bais of the Perpetual Loans and Savings Bank at Baclaran. 


• March 15, 1978: sale was authorized by board resolution


• Marsha found that no loan application was ever filed by Akron with DBP. 


• Akron paid rentals of P 500/day pursuant to a subsequent agreement, from April 27, 1978 (the end of the 90-days to pay the balance) to May 31, 1978. Thereafter, no more rental payments were made.


• June 17, 1978: Coprada wrote Marsha begging for a grace period of until the end of the month to pay the balance of the purchase price; that he will update the rentals within the week; and in case he fails, then he will return the 13 units should Marsha elect 


• August 1, 1978: Marsha through counsel, wrote Akron demanding the return of the 13 trucks and the payment of P 25K back rentals from June 1 to August 1, 1978.


• August 8, 1978: Coprada asked for another grace period of up to August 31, 1978 to pay the balance, stating as well that he is expecting the approval of his loan application from a financing company, and that 10 trucks have been returned to Bagbag, Novaliches. 


• December 9, 1978: Coprada informed Marsha that he had returned 10 trucks to Bagbag and that a resolution was passed by the board of directors confirming the deed of assignment to Marsha of P 475K from the proceeds of a loan obtained by Akron from the State Investment House, Inc. 


• In due time, Marsha filed a compliant for the recovery of P 525K or the return of the 13 trucks with damages against Akron and its officers and directors


• Remo Jr. sold all his shares in Akron to Coprada. It also appears that Akron amended its articles of incorporation thereby changing its name to Akron Transport International, Inc. which assumed the liability of Akron to Marsha.


• CA affirmed RTC: favor of Marsha

ISSUE: W/N Remo Jr. should be held personally liable together with Akron Transport International, Inc.

HELD: NO. Petition is granted.

• 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


• 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 


• Coprada, President and Chairman of Akron, who negotiated 


• 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 sale through pacto de retro of the two units to a third person by the corporation by virtue of a board resolution, Remo Jr. asserts that he never signed the resolution. 


• Be that as it may, the sale is not inherently fraudulent as the 13 units were sold through a deed of absolute sale to Akron so that the corporation is free to dispose of the same. Of course, it was stipulated that in case of default , a chattel mortgage lien shall be constituted on the 13 units. 


• 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


• it is his inherent right as a stockholder to dispose of his shares of stock anytime he so desires.


• Fraud must be established by clear and convincing evidence. If at all, the principal character on whom fault should be attributed is Feliciano Coprada, the President of Akron. Fortunately, a judgment against him from the trial court has long been final and executory.