SECOND DIVISION
[G.R.
No. 127181. September 4, 2001]
LAND BANK OF THE PHILIPPINES, petitioner, vs. THE
COURT OF APPEALS, ECO MANAGEMENT CORPORATION and EMMANUEL C. OŅATE, respondents.
D E C I S I O N
QUISUMBING, J.:
This petition for review on certiorari
seeks to reverse and set aside the decision[1] promulgated on June 17, 1996 in CA-GR No. CV-43239 of
public respondent and its resolution[2] dated November 29, 1996 denying petitioners motion
for reconsideration.[3]
The facts of this case as found by
the Court of Appeals and which we find supported by the records are as follows:
On various dates in September, October, and November, 1980, appellant Land Bank of the Philippines (LBP) extended a series of credit accommodations to appellee ECO, using the trust funds of the Philippine Virginia Tobacco Administration (PVTA) in the aggregate amount of P26,109,000.00. The proceeds of the credit accommodations were received on behalf of ECO by appellee Oņate.
On the respective maturity dates of the loans, ECO failed to pay the same. Oral and written demands were made, but ECO was unable to pay. ECO claims that the company was in financial difficulty for it was unable to collect its investments with companies which were affected by the financial crisis brought about by the Dewey Dee scandal.
x x x
On October 20, 1981, ECO proposed and submitted to LBP a Plan of Payment whereby the former would set up a financing company which would absorb the loan obligations. It was proposed that LBP would participate in the scheme through the conversion of P9,000,000.00 which was part of the total loan, into equity.
On March 4, 1982, LBP informed ECO of the action taken by the formers Trust Committee concerning the Plan of Payment which reads in part, as follows:
x x x
Please be informed that the Banks Trust Committee has deliberated on the plan of payment during its meetings on November 6, 1981 and February 23, 1982. The Committee arrived at a decision that you may proceed with your Plan of Payment provided Land Bank shall not participate in the undertaking in any manner whatsoever.
In view thereof, may we advise you to make necessary revision in the proposed Plan of Payment and submit the same to us as soon as possible. (Records, p. 428)
On May 5, 1982, ECO submitted to LBP a Revised Plan of Payment deleting the latters participation in the proposed financing company. The Trust Committee deliberated on the Revised Plan of Payment and resolved to reject it. LBP then sent a letter to the PVTA for the latters comments. The letter stated that if LBP did not hear from PVTA within five (5) days from the latters receipt of the letter, such silence would be construed to be an approval of LBPs intention to file suit against ECO and its corporate officers. PVTA did not respond to the letter.
On June 28, 1982, Landbank filed a complaint for Collection of Sum of Money against ECO and Emmanuel C. Oņate before the Regional Trial Court of Manila, Branch 50.
After trial on the merits, a judgment was rendered in favor of LBP; however, appellee Oņate was absolved from personal liability for insufficiency of evidence.
Dissatisfied, both parties filed their respective Motions for Reconsideration. LBP claimed that there was an error in computation in the amounts to be paid. LBP also questioned the dismissal of the case with regard to Oņate.
On the other hand, ECO questioned its being held liable for the amount of the loan. Upon order of the court, both parties submitted Supplemental Motions for Reconsideration and their respective Oppositions to each others Motions.
On February 3, 1993, the trial court rendered an Amended Decision, the dispositive portion of which reads as follows:
ACCORDINGLY, the Decision, dated December 3, 1990, is hereby modified to read as follows:
WHEREFORE, judgment is rendered ordering defendant Eco Management Corporation to pay plaintiff Land Bank of the Philippines:
A. The sum of P26,109,000.00 representing the total amount of the ten (10) loan accommodations plus 16% interest per annum computed from the dates of their respective maturities until fully paid, broken down as follows:
1. the principal amount of P4,000,000.00 with interest at 16% computed from September 18, 1981;
2. the principal amount of P5,000,000.00 with interest at 16% computed from September 21, 1981;
3. the principal amount of P1,000,000.00 with interest rate at 16% computed from September 28, 1981;
4. the principal amount of P1,000,000.00 with interest at 15% computed from October 5, 1981;
5. the principal amount of P2,000,000.00 with interest rate at of 16% computed from October 8, 1981;
6. the principal amount of P2,000,000.00 with interest rate at of 16% from October 23, 1981;
7. the principal amount of P814,000.00 with interest rate at of 16% computed from November 1, 1981;
8. the principal amount of P2,295,000.00 with interest rate at of 16% computed from November 6, 1981;
9. the principal amount of P3,000,000.00 with interest rate at of 16% computed from November 7, 1981;
10. the principal amount of P5,000,000.00 with interest rate at 16% computed from November 9, 1981;
B. The sum of P260,000.00 as attorneys fees; and
C. The costs of the suit.
The case as against defendant Emmanuel Oņate is dismissed for insufficiency of evidence.
SO ORDERED. (Records, p.
608)[4]
The Court of Appeals affirmed in
toto the amended decision of the trial court.[5]
On June 9, 1996, petitioner filed
a motion for reconsideration, which was denied in a resolution dated November
29, 1996. Hence, this present petition,
assigning the following errors allegedly committed by the Court of Appeals:
A
THE COURT OF APPEALS GRAVELY ERRED IN NOT RULING THAT BASED ON THE FACTS AS ESTABLISHED BY EVIDENCE, THERE EXISTS A SUBSTANTIAL AND JUSTIFIABLE GROUND UPON WHICH THE LEGAL NOTION OF THE CORPORATE FICTION OF RESPONDENT ECO MANAGEMENT CORPORATION MAY BE PIERCED.
B
THE COURT OF APPEALS GRAVELY ERRED IN NOT A[T]TACHING LIABILITY TO RESPONDENT EMMANUEL C. OŅATE JOINTLY AND SEVERALLY WITH RESPONDENT ECO MANAGEMENT CORPORATION FOR THE PRINCIPAL SUM OF P26 M PLUS INTEREST THEREON.
C
THE COURT OF APPEALS
GRAVELY ERRED IN AFFIRMING THE RULING OF THE LOWER COURT THE SAME NOT BEING
SUPPORTED BY THE EVIDENCE AND APPLICABLE LAWS AND JURISPRUDENCE.[6]
The primary issues for resolution
here are (1) whether or not the corporate veil of ECO Management Corporation
should be pierced; and (2) whether or not Emmanuel C. Oņate should be held
jointly and severally liable with ECO Management Corporation for the loans
incurred from Land Bank.
Petitioner contends that the
personalities of Emmanuel Oņate and of ECO Management Corporation should be
treated as one, for the particular purpose of holding respondent Oņate liable
for the loans incurred by corporate respondent ECO from Land Bank. According to petitioner, the said
corporation was formed ostensibly to allow Oņate to acquire loans from Land
Bank which he used for his personal advantage.
Petitioner submits the following
arguments to support its stand: (1) Respondent Oņate owns the majority of the
interest holdings in respondent corporation, specifically during the crucial
time when appellees applied for and obtained the loan from LANDBANK, sometime
in September to November, 1980. (2) The
acronym ECO stands for the initials of Emmanuel C. Oņate, which is the logical,
sensible and concrete explanation for the name ECO, in the absence of evidence
to the contrary. (3) Respondent Oņate
has always referred to himself as the debtor, not merely as an officer or a
representative of respondent corporation.
(4) Respondent Oņate personally paid P1 Million taken from trust
accounts in his name. (5) Respondent
Oņate made a personal offering to pay his personal obligation. (6) Respondent Oņate controlled respondent
corporation by simultaneously holding two (2) corporate positions, viz.,
as Chairman and as treasurer, beginning from the time of respondent
corporations incorporation and continuously thereafter without benefit of
election. (7) Respondent corporation
had not held any meeting of the stockholders or of the Board of Directors, as
shown by the fact that no proceeding of such corporate activities was filed
with or borne by the record of the Securities and Exchange Commission
(SEC). The only corporate records
respondent corporation filed with the SEC were the following: Articles of Incorporation, Treasurers
Affidavit, Undertaking to Change Corporate Name, Statement of Assets and
Liabilities.[7]
Private respondents, in turn,
contend that Oņates only participation in the transaction between petitioner
and respondent ECO was his execution of the loan agreements and promissory
notes as Chairman of the corporations Board of Directors. There was nothing in the loan agreement nor
in the promissory notes which would indicate that Oņate was binding himself
jointly and severally with ECO.
Respondents likewise deny that ECO stands for Emmanuel C. Oņate. Respondents also note that Oņate is no
longer a majority stockholder of ECO and that the payment by a third person of
the debt of another is allowed under the Civil Code. They also alleged that there was no fraud and/or bad faith in the
transactions between them and Land Bank.
Hence, private respondents conclude, there is no legal ground to pierce
the veil of respondent corporations personality.[8]
At the outset, we find the matters
raised by petitioner in his argumentation are mainly questions of fact which
are not proper in a petition of this nature.[9] Petitioner is basically questioning the evaluation
made by the Court of Appeals of the evidence submitted at the trial. The Court of Appeals had found that
petitioners evidence was not sufficient to justify the piercing of ECOs
corporate personality.[10] Petitioner contended otherwise. It is basic that where what is being
questioned is the sufficiency of evidence, it is a question of fact.[11] Nevertheless, even if we regard these matters as
tendering an issue of law, we still find no reason to reverse the findings of
the Court of Appeals.
A corporation, upon coming into
existence, is invested by law with a personality separate and distinct from
those persons composing it as well as from any other legal entity to which it
may be related.[12] By this attribute, a stockholder may not, generally,
be made to answer for acts or liabilities of the said corporation, and vice
versa.[13] This separate and distinct personality is, however,
merely a fiction created by law for convenience and to promote the ends of
justice.[14] For this reason, it may not be used or invoked for
ends subversive to the policy and purpose behind its creation[15] or which could not have been intended by law to which
it owes its being.[16] This is particularly true when the fiction is used to
defeat public convenience, justify wrong, protect fraud, defend crime,[17] confuse legitimate legal or judicial issues,[18] perpetrate deception or otherwise circumvent the law.[19] This is likewise true where the corporate entity is
being used as an alter ego, adjunct, or business conduit for the sole benefit
of the stockholders or of another corporate entity.[20] In all these cases, the notion of corporate entity
will be pierced or disregarded with reference to the particular transaction
involved.[21]
The burden is on petitioner to
prove that the corporation and its stockholders are, in fact, using the
personality of the corporation as a means to perpetrate fraud and/or escape a
liability and responsibility demanded by law.
In order to disregard the separate juridical personality of a
corporation, the wrongdoing must be clearly and convincingly established.[22] In the absence of any malice or bad faith, a
stockholder or an officer of a corporation cannot be made personally liable for
corporate liabilities.[23]
The mere fact that Oņate owned the
majority of the shares of ECO is not a ground to conclude that Oņate and ECO is
one and the same. Mere ownership by a
single stockholder of all or nearly all of the capital stock of a corporation
is not by itself sufficient reason for disregarding the fiction of separate
corporate personalities.[24] Neither is the fact that the name ECO represents
the first three letters of Oņates name sufficient reason to pierce the
veil. Even if it did, it does not mean
that the said corporation is merely a dummy of Oņate. A corporation may assume any name provided it is lawful. There is nothing illegal in a corporation
acquiring the name or as in this case, the initials of one of its shareholders.
That respondent corporation in
this case was being used as a mere alter ego of Oņate to obtain the loans had
not been shown. Bad faith or fraud on
the part of ECO and Oņate was not also shown.
As the Court of Appeals observed, if shareholders of ECO meant to
defraud petitioner, then they could have just easily absconded instead of going
out of their way to propose Plans of Payment.[25] Likewise, Oņate volunteered to pay a portion of the
corporations debt.[26] This offer demonstrated good faith on his part to
ease the debt of the corporation of which he was a part. It is understandable that a shareholder
would want to help his corporation and in the process, assure that his stakes
in the said corporation are secured. In this case, it was established that the
P1 Million did not come solely from Oņate.
It was taken from a trust account which was owned by Oņate and other
investors.[27] It was likewise proved that the P1 Million was a loan
granted by Oņate and his co-depositors to alleviate the plight of ECO.[28] This circumstance should not be construed as an
admission that he was really the debtor and not ECO.
In sum, we agree with the Court of
Appeals conclusion that the evidence presented by the petitioner does not
suffice to hold respondent Oņate personally liable for the debt of
co-respondent ECO. No reversible error
could be attributed to respondent courts decision and resolution which
petitioner assails.
WHEREFORE, the petition is DENIED for lack of merit. The decision and resolution of the Court of
Appeals in CA-G.R. CV No. 43239 are AFFIRMED.
Costs against petitioner.
SO ORDERED.
Bellosillo, (Chairman), Mendoza,
Buena, and De Leon, Jr., JJ., concur.
[1] CA Rollo, pp.
163-170.
[2] Id. at 198.
[3] Id. at
172-186.
[4] Id. at
163-166.
[5] Id. at 170.
[6] Rollo, p. 25.
[7] Id. at 26-28.
[8] Id. at
197-204.
[9] Herrera, Remedial
Law, Volume VII, pp. 520-521, citing FNCB Finance vs. Estavillo, G.R. No.
93394, 192 SCRA 514, 517 (1990); and Universal Motors vs. Court of Appeals,
G.R. No. 47432, 205 SCRA 448, 455 (1992).
[10] CA Rollo, p.
167.
[11] Herrera, Id.
at 521, citing 2 Moran p. 473 1979 ed; Cheeseman vs. IAC, G.R. No.
74833, 193 SCRA 93, 100-101 (1991); Paterno vs. Paterno, G.R. No. 63680,
183 SCRA 630, 636-637 (1990).
[12] Yutivo Sons
Hardware Company vs. Court of Tax Appeals, 1 SCRA 160, 165 (1961);
Francisco Motors Corporation vs. CA, 309 SCRA 72, 82 (1999).
[13] NAMARCO vs.
Associated Finance Company, 19 SCRA 962, 965 (1967)
[14] Azcor Manufacturing,
Inc. vs. NLRC, 303 SCRA 26, 35 (1999).
[15] Emilio Cano
Enterprises Inc., vs. CIR, 121 Phil. 276, 278-279 (1965).
[16] McConnel vs.
Court of Appeals, 1 SCRA 722, 725 (1961).
[17] Supra, note
10 at 165.
[18] R.F. Sugay &
Co. vs. Reyes, 120 Phil. 1497, 1502 (1964).
[19] Gregorio Araneta,
Inc. vs. Paz Tuason de Paterno, 49 O.G. 45, 56 (1953).
[20] Comm. Internal
Revenue vs. Norton Harrison Corp., 120 Phil. 684, 690-691 (1964).
[21] Koppel, Inc. vs.
Yatco, 77 Phil. 496, 505 (1946).
[22] Complex Electronics
Employees Association vs. National Labor Relations Commission, 310 SCRA 403,
418 (1999).
[23] Id. at 421.
[24] Traders Royal Bank
vs. Court of Appeals, 269 SCRA 15, 29-30 (1997).
[25] CA decision, p. 7; Rollo,
p. 52.
[26] One million pesos.
[27] TSN, April 3, 1984,
pp. 61-62; Records, pp. 206-207.
[28] Records, p. 454,
Exhibit K.