G.R. No. 199481 ; December 3, 2012
Ildefonso S. Crisologo, Petitioner, vs. People of the Philippines and China Banking Corporation, Respondents.

FACTS

Petitioner Ildefonso S. Crisologo, as President of Novachemical Industries, Inc., applied for and was granted letters of credit by China Banking Corporation (Chinabank) to finance corporate purchases. Upon receipt of the imported goods, Crisologo executed corresponding trust receipt agreements on behalf of Novachem. Chinabank later filed a criminal complaint for violation of the Trust Receipts Law, alleging Crisologo failed to account for the goods or proceeds. The Regional Trial Court acquitted Crisologo of the criminal charge due to the prosecution’s failure to prove guilt beyond reasonable doubt.
However, the RTC held Crisologo civilly liable for the amounts under the letters of credit, a ruling affirmed by the Court of Appeals. The CA found Crisologo personally and solidarily liable with Novachem because he signed the guarantee clauses in the trust receipt agreements in his personal capacity and waived the benefit of excussion. Crisologo appealed, arguing the obligations were corporate and had been settled, and contesting the imposed interest rates and the authority of the bank’s representative.

ISSUE

Whether petitioner Ildefonso S. Crisologo may be held personally and solidarily civilly liable for the corporate obligations under the trust receipts and letters of credit.

RULING

The Supreme Court ruled that the petition was partly meritorious. The Court clarified that acquittal from the criminal charge under the Trust Receipts Law relieved Crisologo of corporate criminal liability and any civil liability arising ex delicto from that crime. However, a separate civil liability arising from contract may still be enforced. The general rule is that corporate obligations are not the personal liability of its officers, except under specific exceptions such as when they contractually assume personal liability.
Upon review, the Court found that the CA erred in holding Crisologo solidarily liable for both trust receipt transactions. The records conclusively showed Crisologo signed a personal guarantee only for the trust receipt dated May 24, 1989. For the second trust receipt dated August 31, 1989, the page containing the guarantee clause was missing from the evidence and the substituted page did not bear his signature. Consequently, Crisologo could be held personally liable only for the obligation covered by the first trust receipt where he clearly assumed contractual liability. The case was remanded to the RTC to determine the precise outstanding balance for that single obligation, applying the stipulated interest rate of 18% per annum as prayed for by the petitioner.