GR 102965; (January, 1999) (Digest)
G.R. No. 102965 January 21, 1999
JAMES REBURIANO and URBANO REBURIANO, petitioners, vs. HONORABLE COURT OF APPEALS AND PEPSI COLA BOTTLING COMPANY OF THE PHILIPPINES INC., respondents.
FACTS
Pepsi Cola Bottling Company filed a collection suit against the Reburianos. The Regional Trial Court rendered a decision in favor of Pepsi, which was later modified by the Court of Appeals. After the CA decision became final and executory, the trial court issued a writ of execution. The petitioners then moved to quash the writ, alleging that Pepsi had amended its articles of incorporation to shorten its corporate term, resulting in its dissolution on July 8, 1983. This occurred prior to the RTC’s 1987 decision. The petitioners argued that Pepsi consequently lost its juridical personality and capacity to sue or be sued, rendering all subsequent proceedings, including the judgment, a nullity. The trial court denied the motion to quash.
ISSUE
Whether the order of the trial court denying the motion to quash the writ of execution is appealable, and whether the dissolution of the corporate plaintiff pending litigation ousts the court of jurisdiction and nullifies the final judgment.
RULING
The Supreme Court denied the petition. First, the order denying the motion to quash a writ of execution is generally not appealable to prevent interminable litigation. An exception exists where a change in the situation of the parties makes execution inequitable, but this case does not qualify. Second, the dissolution of a corporation does not abate pending suits or nullify a final judgment. Section 122 of the Corporation Code provides for a three-year period for the winding up of corporate affairs, during which the corporation continues as a body corporate for purposes of prosecuting and defending suits. Trustees or persons designated to liquidate may act on the corporation’s behalf. The Court cited Gelano v. Court of Appeals, which held that a dissolved corporation’s counsel is deemed a trustee to continue pending actions. The law safeguards rights and liabilities incurred prior to dissolution. Since the cause of action accrued and the complaint was filed while Pepsi was still existing, its subsequent dissolution did not impair the final judgment or the right to its execution. The petition was merely a dilatory tactic.