G.R. No. 79760 June 28, 1993
PERPETUAL SAVINGS BANK and HON. JOSE L. COSCOLLUELA, Presiding Judge, Regional Trial Court, NCJR, Branch 146, petitioners, vs. JOSE ORO B. FAJARDO and EMMANUEL F. DEL MUNDO, respondents.

FACTS

On December 29, 1982, J.J. Mining and Exploration Corporation (“J.J. Mining”), through its officers/representatives respondents Jose Oro B. Fajardo and Emmanuel F. Del Mundo, executed a promissory note in favor of petitioner Perpetual Savings Bank (“Bank”) for P750,000.00, payable on January 29, 1984, with interest and a penalty clause. Upon maturity, the obligation remained unpaid despite demands. On July 31, 1986, the Bank filed a collection complaint (Civil Case No. 14501) against J.J. Mining, Jose Emmanuel Jalandoni, and respondents Fajardo and Del Mundo. The complaint alleged respondents were impleaded as agents/representatives of J.J. Mining who signed the note, or alternatively, in their personal capacities if it be shown they contracted the loan knowing the corporation could not pay and/or used the loan proceeds for their personal benefit. It also noted J.J. Mining’s paid-up capital was only P100,000.00. Respondents filed a Motion to Dismiss on the ground of failure to state a cause of action against them personally. The trial court denied the motion. The Court of Appeals reversed the trial court and dismissed the complaint against respondents. Hence, this petition.

ISSUE

Did the complaint state a cause of action against respondents Fajardo and Del Mundo in their personal capacities, making the rule on alternative defendants under Section 13, Rule 3 of the Rules of Court applicable?

RULING

Yes. The Supreme Court REVERSED and SET ASIDE the Decision of the Court of Appeals and REINSTATED the Orders of the trial court, remanding the case for further proceedings. The complaint sufficiently alleged a cause of action against respondents in their personal capacities on alternative grounds. Firstly, if they acted without or in excess of authority in executing the note for J.J. Mining, they could be personally liable. Secondly, the complaint alleged they could be personally liable as tort-feasors for fraudulently inducing the Bank to grant the loan knowing the corporation could not pay. Thirdly, they could be liable if they used the loan proceeds for their personal benefit. These alternative grounds for personal liability, distinct from the corporate liability of J.J. Mining, made the rule on alternative defendants applicable. The Bank must be given the opportunity to prove these allegations at trial.