G.R. No. 211519 . August 14, 2017.
BANK OF COMMERCE, PETITIONER, VS. HEIRS OF RODOLFO DELA CRUZ, RESPONDENT.

FACTS

Rodolfo Dela Cruz discovered that Panasia Banking, Inc. (Panasia) allowed his son to make unauthorized withdrawals from his savings account totaling P56,223,066.07, despite his written instruction to the bank prohibiting such transactions. Dela Cruz demanded restitution from Panasia, but the bank refused. Consequently, Dela Cruz filed a collection suit against Panasia. Separately, Bank of Commerce later demanded payment from Dela Cruz for a P27,150,000.00 loan. Dela Cruz discovered this loan was originally from Panasia and that Bank of Commerce had acquired Panasia’s assets and liabilities through a Purchase and Sale Agreement. Dela Cruz then amended his complaint to include Bank of Commerce as a defendant, demanding it pay Panasia’s liability to him and offering to set off his loan obligation against his claim.
The Regional Trial Court (RTC) ruled in favor of Dela Cruz’s heirs, holding Bank of Commerce and Panasia jointly and severally liable for the unauthorized withdrawals. The court allowed a legal compensation, setting off the loan amount against the larger claim. The Court of Appeals affirmed this decision. Bank of Commerce appealed, arguing it should not be held jointly liable with Panasia for a liability that arose before their corporate transaction.

ISSUE

Whether Bank of Commerce can be held jointly and severally liable with Panasia for the unauthorized withdrawals based on the Purchase and Sale Agreement between them.

RULING

No. The Supreme Court reversed the lower courts’ decisions. The Court held that the respondents failed to sufficiently allege and prove that the Purchase and Sale Agreement between Panasia and Bank of Commerce created a joint obligation for pre-existing liabilities. The complaint merely stated that Panasia’s assets and liabilities were transferred, which, under the law, does not automatically make the acquiring corporation a joint debtor. The party alleging a joint liability must clearly plead and prove the specific contractual terms creating such solidarity. Since the respondents did not do so, Bank of Commerce’s liability, if any, would be separate and distinct from Panasia’s, arising only from its role as a successor-in-interest, not as a joint obligor. Consequently, the legal compensation (set-off) ordered by the RTC was invalid because the obligations were not between the same parties; Dela Cruz’s claim was against Panasia, while the loan was payable to Bank of Commerce. The case was remanded to the RTC to determine the separate liabilities of the two corporations. The ruling emphasizes that corporate identity remains separate post-transaction unless a clear assumption of joint liability is contractually established and properly alleged.