G.R. No. 89804 October 23, 1992
CALVIN S. ARCILLA, petitioner, vs. THE HONORABLE COURT OF APPEALS and EMILIO RODULFO, respondents.

FACTS

Private respondent Emilio Rodulfo filed a complaint for a sum of money against petitioner Calvin S. Arcilla before the Regional Trial Court of Catanduanes. Rodulfo alleged that from late 1981 to early 1983, Arcilla, taking advantage of their close friendship, secured on credit various items, cash, and checks totaling P93,358.51, evidenced by 30 signed “vales.” Arcilla, in his Answer, admitted business transactions with Rodulfo but claimed these were for a loan from the Kilusang Kabuhayan at Kaunlaran (KKK) under the Ministry of Human Settlement in the name of his family corporation, CSAR Marine Resources, Inc. His main defense was payment, asserting the “vales” were liquidated through bank loan releases. The trial court found the “vales” unpaid, except two, and ordered Arcilla to pay Rodulfo P92,358.43 plus interest and attorney’s fees. The Court of Appeals initially affirmed this decision. Arcilla filed a motion for reconsideration, introducing newly discovered evidence: a letter from Rafael Rodulfo (General Manager of Rodulfo’s Universal Enterprises) stating the account of “CSAR Marine Resources, Inc. c/o Atty. Calvin Arcilla” was only P23,639.33. The Court of Appeals issued an Amended Decision, ordering Arcilla to pay Rodulfo P23,639.33 “in his capacity as President of Csar Marine Resources, Inc.” Arcilla then filed a Motion for Clarificatory Judgment, arguing that CSAR Marine Resources, Inc. was not a party to the case and its liability was separate from his personal liability. The Court of Appeals denied this motion, stating the corporate veil should be pierced, that Arcilla waived the defense of separate corporate identity by not raising it in his pleadings or Brief, and that the “vales” included consumables for personal use. Arcilla filed the present petition.

ISSUE

Whether the Court of Appeals erred in holding petitioner Calvin S. Arcilla personally liable for the corporate obligation of CSAR Marine Resources, Inc. to private respondent Emilio Rodulfo.

RULING

The Supreme Court DENIED the petition, affirming the Court of Appeals. The Court held that petitioner Arcilla is personally liable for the obligation. The defense of separate corporate personality was deemed waived because it was not set up as an affirmative defense in his Answer or assigned as an error in his Brief before the Court of Appeals, as required by Sections 2 and 5 of Rule 9 of the Rules of Court. The Court noted that in his Answer, Arcilla admitted he transacted with Rodulfo and was looking for a pro-forma invoice for his loan, which was in the name of his corporation. By his own voluntary admissions and deliberate waiver of the defense, he could not later disclaim personal liability. The Court found no reason to pierce the corporate veil, as the issue was precluded by Arcilla’s failure to properly raise the defense of separate corporate identity in the proceedings below.