Donnina C. Halley, G.R. No. 157549
Donnina C. Halley, G.R. No. 157549
Donnina C. Halley, G.R. No. 157549
HALLEY,
Petitioner,
-versus-
PRINTWELL, INC.,
May 30, 2011
Respondent.
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DECISION
BERSAMIN, J:
Weaffirm
with
modification
the
decisionpromulgated on August 14, 2002,[1]whereby the
Court of Appeals(CA) upheld thedecision of the
Regional Trial Court, Branch 71, in Pasig City (RTC),
[2]ordering the defendants (including the petitioner)to
pay to Printwell, Inc. (Printwell) the principal sum of
P291,342.76 plus interest.
Antecedents
The petitioner wasan incorporator and original
director of Business Media Philippines, Inc. (BMPI),
which, at its incorporation on November 12, 1987,[3]had
an authorized capital stock of P3,000,000.00 divided
into 300,000 shares each with a par value of P10.00,of
which 75,000 were initially subscribed, to wit:
Subscriber
No. of shares
Total subscription
Amount paid
Donnina C. Halley
35,000
P 350,000.00
P87,500.00
18,000
P 180,000.00
P45,000.00
Albert T. Yu
18,000
P 180,000.00
P45,000.00
Zenaida V. Yu
2,000
P 20,000.00
P5,000.00
Rizalino C. Vineza
TOTAL
2,000
75,000
P 20,000.00
P750,000.00
P5,000.00
P187,500.00
Name
Unpaid Shares
Donnina C. Halley
P 262,500.00
P135,000.00
Albert T. Yu
P135,000.00
Zenaida V. Yu
P15,000.00
Rizalino C. Vieza
P15,000.00
TOTAL
P 562,500.00
Receipt No.
Date
Name
Amount
217
November 5, 1987
Albert T. Yu
P 45,000.00
218
Albert T. Yu
P 135,000.00
220
P 135,000.00
221
November 5, 1987
P 45,000.00
222
November 5, 1987
Zenaida V. Yu
P 5,000.00
223
Zenaida V. Yu
P 15,000.00
227
Donnina C. Halley
P 262,500.00
In
addition,
the
stockholderssubmitted
other
documentsin evidence, namely:(a) an audit report dated
March 30, 1989 prepared by Ilagan, Cepillo &
Associates (submitted to the SEC and the BIR);[7](b)
BMPIbalance sheet[8] and income statement[9]as of
December 31, 1988; (c) BMPI income tax return for the
year 1988 (stamped received by the BIR);[10](d) journal
vouchers;[11](e) cash deposit slips;[12] and(f)Bank of the
Philippine Islands (BPI) savings account passbookin the
name of BMPI.[13]
Ruling of the RTC
b)
Ruling of the CA
Simon
Halley,
following errors
I.
THE TRIAL COURT ERRED IN HOLDING APPELLANTSSTOCKHOLDERS LIABLE FOR THE LIABILITIES OF THE
DEFENDANT CORPORATION.
II.
ASSUMING ARGUENDO THAT APPELLANTS MAY BE
LIABLE TO THE EXTENT OF THEIR UNPAID SUBSCRIPTION
OF SHARES OF STOCK, IF ANY, THE TRIAL COURT
NONETHELESS
ERRED
IN
NOT
FINDING
THAT
APPELLANTS-STOCKHOLDERS HAVE, AT THE TIME THE
SUIT WAS FILED, NO SUCH UNPAID SUBSCRIPTIONS.
courts findings that the claim of the individual appellants that they
fully paid their subscription to the defendant BMPI is not worthy of
consideration, because, in the case of appellants SPS. YU, there is an
inconsistency regarding the issuance of the official receipt since the
alleged payment made on May 13, 1988 amounting to P135,000.00
was covered by Official Receipt No. 218 (Record, p. 352), whereas
the alleged payment made earlier on November 5, 1987 amounting to
P5,000.00 is covered by Official Receipt No. 222 (Record, p. 353).
Such issuance is a clear indication that said receipts were belatedly
issued just to suit their claim that they have fully paid the unpaid
subscriptions since in the ordinary course of business, a receipt is
issued earlier must have serial numbers lower than those issued on a
later date. But in the case at bar, the receipt issued on November 5,
1987 had a serial number (222) higher than those issued on May 13,
1988 (218). And even assuming arguendo that the individual
appellants have paid their unpaid subscriptions, still, it is very
apparent that the veil of corporate fiction may be pierced when made
as a shield to perpetuate fraud and/or confuse legitimate issues.
(Jacinto vs. Court of Appeals, 198 SCRA 211).[19]
Issues
I.
THE COURT OF APPEALS ERRED IN AFFIRMING IN TOTO
THE DECISION THAT DID NOTSTATE THE FACTS AND THE
LAW UPON WHICH THE JUDGMENT WAS BASED BUT
MERELY COPIED THE CONTENTS OF RESPONDENTS
MEMORANDUM ADOPTING THE SAME AS THE REASON
FOR THE DECISION
II.
THE COURT OF APPEALS ERRED IN AFFIRMING THE
DECISION OF THE REGIONAL TRIAL COURT WHICH
ESSENTIALLY ALLOWED THE PIERCING OF THE VEIL OF
CORPORATE FICTION
III.
THE HONORABLE COURT OF APPEALS ERRED IN APPLYING
THE TRUST FUND DOCTRINE WHEN THE GROUNDS
THEREFOR HAVE NOT BEEN SATISFIED.