GR 211535; (July, 2015) (Digest)
G.R. No. 211535, July 22, 2015
BANK OF COMMERCE, Petitioner, vs. MARILYN P. NITE, Respondent.
FACTS
Respondent Marilyn Nite, as President of Bancapital Development Corporation (Bancap), was charged with violation of Section 19 of Batas Pambansa Blg. 178 (for selling securities without SEC registration) and Estafa. The charges stemmed from a transaction where Bancap sold ₱250 million worth of treasury bills to Bank of Commerce (Bancom). Bancom paid ₱243,215,972.52, but Bancap delivered only ₱88 million worth of substitute treasury bills. The Regional Trial Court acquitted Nite of both criminal charges. Initially, the trial court ordered Nite to pay Bancom ₱162 million as civil liability for Bancap’s undelivered obligation. However, upon Nite’s partial motion for reconsideration, the trial court set aside this civil liability, ruling that the obligation was corporate, not personal to Nite. The Court of Appeals affirmed the trial court’s orders absolving Nite of civil liability. Bancom filed a petition for review, arguing that Nite should be held personally liable and that the corporate veil of Bancap should be pierced.
ISSUE
Whether respondent Marilyn Nite can be held personally and civilly liable for the contractual obligation of Bancapital Development Corporation to deliver the remaining treasury bills to Bank of Commerce.
RULING
No. The Supreme Court denied the petition and upheld the rulings of the lower courts. The Court held that Nite’s acquittal of estafa, which had become final, conclusively settled that the element of deceit was absent. The liability for the undelivered treasury bills arose from Bancap’s contractual obligation to Bancom, not from any patently unlawful act by Nite. The transaction was part of a series of dealings between Bancom and Bancap as buyer and seller in the secondary market for treasury bills, which was at most ultra vires and not illegal. Nite’s act of signing the Confirmation of Sale, by itself, did not make the corporate liability her personal liability. The doctrine of piercing the corporate veil was not applicable as there was no showing that Nite used the corporate entity to commit fraud or that she acted in bad faith. The corporate obligation remains with Bancap, and Bancom’s remedy is to file a separate civil action against the corporation.