Corpo Case Digest

REMO JR. vs. INTERMEDIATE APPELATE COURT

G.R.No. L- 67626

FACTS OF THE CASE

The Board of Directors of Akron Customs Brokerage Corporation (Akron), composed of Jose Remo, Jr., Ernesto Bañares, Feliciano Coprada, Jemina Coprada, and Dario Punzalan with Lucia Lacaste as Secretary, adopted a resolution authorizing the purchase of 13 trucks for use in its business to be paid out of a loan the corporation may secure from anyl ending institution. Feliciano Coprada, as President and Chairman of Akron, purchased the trucks from E.B. Marcha Transport Company, Inc.for P 525K as evidenced by a deed of absolute sale. The parties agreed on a downpayment in the amount of P50K and that the balance of P 475K shall be paid within 60 days from the date of the execution of the agreement. They also agreed that until balance is fully paid, the down payment of P 50K shall accrue as rentals and failure to pay the balance within 60 days, then the balance shall constitute as a chattel mortgage lien covering the cargo trucks and the parties may allow an extension of 30 days and Marcha may ask for a revocation of the contract and the re-conveyance of all trucks.

The obligation is further secured by a promissory note executed by Coprada in favor of Akron. It is stated that the balance shall be paid from the proceeds of a loan obtained from the Development Bank of the Philippines (DBP) within 60 days. After the lapse of 90 days, Marsha tried to collect from Coprada but the Coprada promised to pay only upon the release of the DBP loan. Marsha found that no loan application was ever filed by Akron with DBP. In due time, Marsha filed a complaint for the recovery of P 525K or the return of the 13 trucks with damages against Akron and its officers and directors. Remo Jr. sold all his shares in Akron to Coprada. It also appears that Akron amended its articles of incorporation thereby changing its name to Akron Transport International, Inc. which assumed the liability of Akron to Marsha.

ISSUE

Whether Remo Jr. should be held personally liable together with Akron Transport International, Inc.

RULING

No, the environmental facts of this case show that there is no cogent basis to pierce the corporate veil of Akron and hold petitioner personally liable.
While it is true that in December, 1977 petitioner was still a member of the board of directors of Akron and that he participated in the adoption of a resolution authorizing the purchase of 13 trucks for the use in the brokerage business of Akron to be paid out of a loan to be secured from a lending institution, it does not appear that said resolution was intended to defraud anyone. The word "WE' in the said promissory note must refer to the corporation which Coprada represented in the execution of the note and not its stockholders or directors. Petitioner did not sign the said promissory note so he cannot be personally bound thereby. It is his inherent right as a stockholder to dispose of his shares of stock anytime he desires.