G.R. No. 167158 ; January 30, 2013
VIRGINIA JUDY DY and GABRIEL DY, Petitioners, vs. PHILIPPINE BANKING CORPORATION, Respondent.

FACTS

Respondent Philippine Banking Corporation (Philbank) filed a complaint for sum of money against Marina International Marketing Corporation and its officers, including petitioners Virginia Judy Dy, an Assistant Vice-President, and Efren Mercado, a Branch Manager. Philbank’s audit discovered fraudulent manipulations involving export documents negotiated by Marina, resulting in a loss of US$1,538,094.49. The shipping documents were marked “non-negotiable” and were later found to be fictitious, with no actual merchandise shipped. Philbank alleged that Dy and Mercado, as bank officers, authorized the negotiation of these documents despite their irregularities, colluding with Marina’s officers to defraud the bank.
The Regional Trial Court (RTC) held only Marina liable to repay the amount, dismissing the complaint against Dy, Mercado, and the other individuals. The RTC ruled the obligation was Marina’s corporate liability, and the bank officers’ negligence did not absolve Marina. The Court of Appeals (CA) reversed this, holding Dy and Mercado solidarily liable with Marina. The CA found that Dy, having brought Marina as a client and supervised the transactions, acted with gross negligence and in bad faith, exceeding her authority and facilitating the fraud.

ISSUE

Whether petitioner Virginia Judy Dy is solidarily liable with Marina for the amount defrauded from Philbank.

RULING

Yes, the Supreme Court affirmed the CA’s decision holding Dy solidarily liable. The legal logic rests on the principle that a corporate officer can be held personally accountable for corporate acts if they act with malice or bad faith. The Court found that Dy was not merely negligent but acted in complicity with the fraud. As the supervising officer who introduced Marina to the bank and approved the irregular transactions involving non-negotiable and fictitious documents, her actions demonstrated gross negligence amounting to bad faith. The Court emphasized that her claim of mere oversight was illogical given her senior position and the blatant irregularities, which she either knowingly permitted or actively facilitated. Consequently, she was not acting within her authority but was instead engaging in a scheme detrimental to the bank. Therefore, she is not shielded by the corporate veil and is solidarily liable with Marina for the bank’s losses. The dismissal of the case against her by the RTC was correctly overturned.