G.R. No. 157549 ; May 30, 2011
DONNINA C. HALLEY, Petitioner, vs. PRINTWELL, INC., Respondent.

FACTS

Business Media Philippines, Inc. (BMPI) was incorporated on November 12, 1987, with an authorized capital stock of ₱3,000,000.00. Its initial subscribers were Donnina C. Halley (35,000 shares, ₱350,000.00 subscription, ₱87,500.00 paid), Roberto V. Cabrera, Jr. (18,000 shares, ₱180,000.00 subscription, ₱45,000.00 paid), Albert T. Yu (18,000 shares, ₱180,000.00 subscription, ₱45,000.00 paid), Zenaida V. Yu (2,000 shares, ₱20,000.00 subscription, ₱5,000.00 paid), and Rizalino C. Vineza (2,000 shares, ₱20,000.00 subscription, ₱5,000.00 paid). BMPI commissioned respondent Printwell, Inc. to print its magazine, with Printwell extending 30-day credit accommodations. From October 11, 1988, to July 12, 1989, BMPI incurred printing debts evidenced by invoices and delivery receipts totaling ₱316,342.76. After BMPI paid only ₱25,000.00, leaving an unpaid balance of ₱291,342.76, Printwell sued BMPI for collection. Printwell later amended the complaint to implead the original stockholders as defendants to recover on their unpaid subscriptions, which totaled ₱562,500.00. The defendant stockholders claimed they had fully paid their subscriptions, presenting official receipts and other financial documents as evidence. They also argued BMPI had a separate corporate personality and that Vineza had assigned his shares. The Regional Trial Court (RTC) ruled in favor of Printwell, finding the evidence of full payment irregular (noting, for example, that a receipt issued earlier had a higher serial number than one issued later) and holding the stockholders liable for their unpaid subscriptions pro rata under the trust fund doctrine. The Court of Appeals affirmed the RTC decision.

ISSUE

Whether the petitioner and other defendant stockholders are liable to Printwell, Inc. for the unpaid debts of BMPI based on their unpaid subscriptions to the capital stock of the corporation.

RULING

Yes. The Supreme Court affirmed with modification the decisions of the lower courts. The Court held that subscriptions to the capital stock of a corporation constitute a trust fund for the payment of corporate debts. Stockholders are liable to corporate creditors for the unpaid balance of their subscriptions. The defense of full payment was correctly rejected by the RTC due to the irregularity in the sequence of the official receipts presented, which cast doubt on their authenticity. The stockholders, who were also directors, could not evade liability by their inaction in making a call for payment of the unpaid subscriptions. The separate corporate personality of BMPI could be disregarded to prevent injustice, as the stockholders used the corporate fiction to evade their financial obligations. The trust fund doctrine applies, making the capital stock, including unpaid subscriptions, a fund for creditor satisfaction. The liability of the stockholders is pro rata, not joint and solidary, limited to the amount of their respective unpaid subscriptions. The Court modified the award of interest, imposing legal interest at the rate of six percent (6%) per annum on the principal obligation from the date of judicial demand until its satisfaction.