Republic Planters Bank v. Court of Appeals

Republic Planters Bank v. Court of Appeals

G.R. No. 93073

Facts:

1.Yamaguchi   and   Canlas   are   officers   of   the   Worldwide   Garment Manufacturing, which later changed its name to Pinch Manufacturing. 

2.They were authorized to apply for credit facilities with the petitioner bank.  The two officers signed the promissory notes issued to secure the payment of the  obligations.    Later,  the  bank  instituted  an  action  for  collection  of money,  impleading  also  the  two  officers.    The  trial  court  held  the  two officers personally liable also. 

Issue:

Whether the change in corporate name would enable the corporation to escape from corporate liability.

Ruling:

No. The respondent Court made a grave error in holding that an amendment in a corporation's Articles of Incorporation effecting a change of corporate name, in this case from Worldwide Garment manufacturing Inc to Pinch Manufacturing Corporation extinguished the personality of the original corporation.

The corporation, upon such change in its name, is in no sense a new corporation, nor the successor of the original corporation. It is the same corporation with a different name, and its character is in no respect changed.

A change in the corporate name does not make a new corporation, and whether effected by special act or under a general law, has no affect on the identity of the corporation, or on its property, rights, or liabilities.

The corporation continues, as before, responsible in its new name for all debts or other liabilities which it had previously contracted or incurred.