GR 170479; (February, 2008) (Digest)
G.R. No. 170479 ; February 18, 2008
ANDRE T. ALMOCERA, petitioner, vs. JOHNNY ONG, respondent.
FACTS
Respondent Johnny Ong entered into a Contract to Sell with petitioner Andre T. Almocera, Chairman of First Builder Multi-Purpose Cooperative (FBMC), for the purchase of a townhouse unit priced at P3.4 million. Ong made partial payments totaling P1.06 million. He later discovered that the property had already been mortgaged to the Land Bank of the Philippines (LBP) prior to the contract’s perfection, a fact allegedly concealed by Almocera and FBMC. The mortgage was foreclosed, and the property was sold at public auction, preventing its delivery to Ong.
Almocera and FBMC defended by asserting that the transaction originated from a loan by Ong’s brother, Tommy Ong, and that the choice of the specific unit was ambiguous and changed by the Ongs. They claimed the foreclosure resulted from Johnny Ong’s failure to pay the balance. The Regional Trial Court (RTC) ruled in favor of Johnny Ong, finding solidary liability for damages due to fraudulent concealment and breach of contract, a decision affirmed by the Court of Appeals.
ISSUE
Whether petitioner Andre T. Almocera can be held solidarily liable with FBMC for damages arising from fraudulent concealment and breach of contract.
RULING
Yes, the Supreme Court affirmed the solidary liability. The legal logic rests on two grounds. First, the petitioner, as the cooperative’s chairman and the signatory to the Contract to Sell, was directly and personally implicated in the fraudulent concealment of the mortgage. Fraud is a personal tort; a corporate officer can be held jointly and severally liable with the corporation when they have participated in the wrongful act. By failing to disclose the encumbrance, which was a material fact inducing the contract, Almocera committed a breach of good faith directly against the respondent.
Second, the petitioner was barred from raising the defense of separate corporate personality for the first time on appeal. The principle that a corporation has a legal personality distinct from its officers is a matter of defense that must be timely pleaded and proved during trial. Throughout the proceedings in the RTC, Almocera’s pleadings and evidence never asserted his separate identity from FBMC; he defended the case jointly with the cooperative. Basic rules of procedure and due process prohibit a party from changing its theory on appeal, as it deprives the adverse party of the opportunity to present countervailing evidence. Consequently, the awards for the return of the payment with interest, moral damages, attorney’s fees, and litigation expenses were upheld as proper.