GR 49834; (June, 1989) (Digest)
G.R. No. 49834 June 22, 1989
PAULINO SORIANO, NENITA C. ESPERANZA and JANDRO G. MACADANGDANG, petitioners, vs. HON. COURT OF APPEALS and GERVACIO CU, respondents.
FACTS
Private respondent Gervacio Cu delivered 160 bales of Virginia tobacco to petitioners Paulino Soriano, Nenita C. Esperanza, and Jandro G. Macadangdang, who were officers of Bacarra (I.N.) FaCoMa, Inc. The transaction was evidenced by a receipt signed by the petitioners, with their names printed over their respective corporate positions (President, Treasurer, Manager). The receipt stipulated that payment to Cu would be made upon payment by the Philippine Virginia Tobacco Administration to the association, with checks to be cashed only in Cu’s presence. The tobacco was later diverted by another defendant, Bienvenido Acosta, without the petitioners’ knowledge or consent, and Cu was never paid.
Cu filed a complaint for sum of money. The trial court held the petitioners solidarily liable in their personal capacities, a decision affirmed by the Court of Appeals. The appellate court ruled that signing over their titles was insufficient to bind the corporation, noting a departure from usual business practice and the petitioners’ failure to prove corporate authority for the transaction. The petitioners moved for reconsideration and for leave to file a cross-claim against Acosta, but these were denied.
ISSUE
Whether the petitioners are personally and solidarily liable to the private respondent for the unpaid tobacco.
RULING
The Supreme Court REVERSED the Court of Appeals. It held that the petitioners were not personally liable. The legal logic centered on the doctrine of separate corporate personality. The receipt identified the signatories as officers of Bacarra FaCoMa, Inc., and the terms consistently referred to the association as the contracting party (e.g., “shipped to the redrying plants through the Bacarra Facoma”). There was no indication the petitioners intended to bind themselves personally. The general rule is that a corporation has a distinct personality from its officers. This protective mantle is pierced only when the corporate form is used for fraud, illegality, or to evade a lawful obligation. The Court found no evidence of such misuse here. The transaction, though irregular, was entered into for the corporation’s benefit, and thus liability, if any, should attach to the corporation itself, not its officers.
Consequently, the complaint against the petitioners was dismissed. Given this ruling, the Court deemed it unnecessary to resolve the subsidiary issues on the nature of the liability (joint vs. solidary) and the propriety of the disallowed cross-claim. However, it noted that obligations are presumed joint, not solidary, and nothing in the receipt indicated a solidary undertaking.