GR 265921; (July, 2025) (Digest)
G.R. No. 265921 , July 07, 2025
SUBIC BAY YACHT CLUB, INC., PETITIONER, VS. GOMECO METAL CORPORATION, RESPONDENT.
FACTS
Respondent Gomeco Metal Corporation (Gomeco) filed a collection suit against petitioner Subic Bay Yacht Club, Inc. (SBYC) and Subic Bay Waterfront Development Corporation (SBWDC) for the unpaid balance of PHP 1,823,019.00 for the supply and installation of kitchen equipment for SBYC’s hotel project, which was completed on December 15, 1997. During pre-trial, the parties stipulated that SBYC and SBWDC are distinct corporations but interchangeably represented themselves, acted through the same agent (Patrick McCrudden), and dealt with Gomeco as one entity in the transaction. The Regional Trial Court (RTC) found merit in Gomeco’s monetary claim but ruled that the action against SBYC had prescribed. The RTC held that Gomeco’s extrajudicial demand was made only against SBWDC, and the amended complaint impleading SBYC was filed on December 18, 2012, which was beyond the 10-year prescriptive period from SBYC’s receipt of the demand on September 16, 2002. Thus, the RTC ordered only SBWDC to pay Gomeco. The Court of Appeals (CA) reversed the RTC on the issue of prescription and found SBYC solidarily liable with SBWDC, modifying the RTC decision to hold both defendants liable. SBYC filed the present petition.
ISSUE
Whether the CA committed reversible error in finding SBYC solidarily liable with SBWDC to Gomeco.
RULING
The Supreme Court found in favor of SBYC. The Court held that the CA erred in finding solidary liability. The legal basis for solidarity cited by the CA—Article 1915 of the Civil Code on common agency—was inapplicable because the stipulations and evidence did not establish that SBYC and SBWDC jointly appointed Patrick McCrudden as their common agent for the transaction. The separate corporate personalities of SBYC and SBWDC were recognized, and their dealings, though interchangeable, did not manifest a clear intent to be bound solidarily. Furthermore, the nature of the obligation did not demand solidarity. The Court also upheld the RTC’s finding that Gomeco’s action against SBYC had prescribed. The extrajudicial demands were addressed only to SBWDC, and the amended complaint against SBYC was filed beyond the 10-year prescriptive period from the accrual of the cause of action on December 15, 1997, or from SBYC’s receipt of the demand. The CA’s decision was reversed, and the RTC’s decision holding only SBWDC liable was reinstated.