SECOND DIVISION
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CLAUDE
P. BAUTISTA, Petitioner, - versus - |
G.R. No. 166405 Present: QUISUMBING,
J., Chairperson, PUNO, C.J.,* TINGA, VELASCO, JR., and
BRION, JJ. |
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AUTO PLUS TRADERS,
INCORPORATED and COURT OF APPEALS (Twenty-First Division),
Respondents. |
Promulgated: August 6, 2008 |
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DECISION
QUISUMBING,
J.:
This
petition for review on certiorari assails the Decision[1]
dated
The
antecedent facts are as follows:
Petitioner
Claude P. Bautista, in his capacity as President and Presiding Officer of
Cruiser Bus Lines and Transport Corporation, purchased various spare parts from
private respondent Auto Plus Traders, Inc. and issued two postdated checks to
cover his purchases. The checks were
subsequently dishonored. Private
respondent then executed an affidavit-complaint for violation of Batas
Pambansa Blg. 22[3]
against petitioner. Consequently, two
Informations for violation of BP Blg. 22 were
filed with the Municipal Trial Court in Cities (MTCC) of
Criminal Case No. 102,004-B-2001:
The undersigned accuses the above-named accused for violation of Batas Pambansa Bilang 22, committed as follows:
That
on or about December 15, 2000, in the City of Davao, Philippines, and within
the jurisdiction of this Honorable Court, the above-mentioned accused, knowing
fully well that he had no sufficient funds and/or credit with the drawee bank,
wilfully, unlawfully and feloniously issued and made out Rural Bank of Digos,
Inc. Check No. 058832, dated December 15, 2000, in the amount of P151,200.00,
in favor of Auto Plus Traders, Inc., but when said check was presented to the
drawee bank for encashment, the same was dishonored for the reason “DRAWN
AGAINST INSUFFICIENT FUNDS” and despite notice of dishonor and demands upon
said accused to make good the check, accused failed and refused to make payment
to the damage and prejudice of herein complainant.
CONTRARY TO LAW.
Criminal Case No. 102,005-B-2001:
The undersigned accuses the above-named accused for violation of Batas Pambansa Bilang 22, committed as follows:
That
on or about October 30, 2000, in the City of Davao, Philippines, and within the
jurisdiction of this Honorable Court, the above-mentioned accused, knowing
fully well that he had no sufficient funds and/or credit with the drawee bank,
wilfully, unlawfully and feloniously issued and made out Rural Bank of Digos,
Inc. Check No. 059049, dated October 30, 2000, in the amount of P97,500.00,
in favor of Auto Plus Traders, [Inc.], but when said check was presented to the
drawee bank for encashment, the same was dishonored for the reason “DRAWN
AGAINST INSUFFICIENT FUNDS” and despite notice of dishonor and demands upon
said accused to make good the check, accused failed and refused to make
payment, to the damage and prejudice of herein complainant.
CONTRARY TO LAW.
Petitioner
pleaded not guilty. Trial on the merits
ensued. After the presentation of the
prosecution’s evidence, petitioner filed a demurrer to evidence. On
WHEREFORE,
the demurrer to evidence is granted, premised on reasonable doubt as to the
guilt of the accused. Cruiser Bus
Line[s] and Transport Corporation, through the accused is directed to pay the
complainant the sum of P248,700.00 representing the value of the two
checks, with interest at the rate of 12% per annum to be computed from the time
of the filing of these cases in Court, until the account is paid in full;
ordering further Cruiser Bus Line[s] and Transport Corporation, through the
accused, to reimburse complainant the expense representing filing fees
amounting to P1,780.00 and costs of litigation which this Court hereby
fixed at P5,000.00.
SO ORDERED.[5]
Petitioner
moved for partial reconsideration but his motion was denied. Thereafter, both parties appealed to the
RTC. On
WHEREFORE, the assailed Order dated April 21,
2003 is hereby MODIFIED to read as follows: Accused is directed to pay and/or
reimburse the complainant the following sums: (1) P248,700.00 representing the value of the two
checks, with interest at the rate of 12% per annum to be computed from the time
of the filing of these cases in Court, until the account is paid in full; (2) P1,780.00 for filing fees and P5,000.00 as cost of litigation.
SO ORDERED.[6]
Petitioner
moved for reconsideration, but his motion was denied on
WHEREFORE,
premises considered, the instant petition is DENIED. The assailed Decision of the Regional Trial
Court, Branch 16,
SO ORDERED.[7]
Petitioner now comes before us, raising the sole issue of
whether the Court of Appeals erred in upholding the RTC’s ruling that
petitioner, as an officer of the corporation, is personally and civilly liable
to the private respondent for the value of the two checks.[8]
Petitioner
asserts that BP Blg. 22 merely pertains to the
criminal liability of the accused and that the corporation, which has a
separate personality from its officers, is solely liable for the value of the
two checks.
Private
respondent counters that petitioner should be held personally liable for both
checks. Private respondent alleged that
petitioner issued two postdated checks: a personal check in his name for the
amount of P151,200 and a corporation check under the account of Cruiser
Bus Lines and Transport Corporation for the amount of P97,500. According to private respondent, petitioner,
by issuing his check to cover the obligation of the corporation, became an
accommodation party. Under Section 29[9]
of the Negotiable Instruments Law, an accommodation party is liable on the
instrument to a holder for value.
Private respondent adds that petitioner should also be liable for the
value of the corporation check because instituting another civil action against
the corporation would result in multiplicity of suits and delay.
At the
outset, we note that private respondent’s allegation that petitioner issued a
personal check disputes the factual findings of the MTCC. The MTCC found that the two checks belong to
Cruiser Bus Lines and Transport Corporation while the RTC found that one of the
checks was a personal check of the petitioner.
Generally this Court, in a petition for review on certiorari under Rule
45 of the Rules of Court, has no jurisdiction over questions of facts. But, considering that the findings of the
MTCC and the RTC are at variance,[10]
we are compelled to settle this issue.
A perusal of
the two check return slips[11]
in conjunction with the Current Account Statements[12]
would show that the check for P151,200 was drawn against the current
account of Claude Bautista while the check for P97,500 was drawn against
the current account of Cruiser Bus Lines and Transport Corporation. Hence, we sustain the factual finding of the
RTC.
Nonetheless,
we find the appellate court in error for affirming the decision of the RTC
holding petitioner liable for the value of the checks considering that
petitioner was acquitted of the crime charged and that the debts are clearly corporate
debts for which only Cruiser Bus Lines and Transport Corporation should be held
liable.
Juridical
entities have personalities separate and distinct from its officers and the
persons composing it.[13] Generally, the stockholders and officers are
not personally liable for the obligations of the corporation except only when
the veil of corporate fiction is being used as a cloak or cover for fraud or
illegality, or to work injustice.[14]
These situations, however, do not
exist in this case. The evidence shows
that it is Cruiser Bus Lines and Transport Corporation that has obligations to
Auto Plus Traders, Inc. for tires. There
is no agreement that petitioner shall be held liable for the corporation’s
obligations in his personal capacity.
Hence, he cannot be held liable for the value of the two checks issued
in payment for the corporation’s obligation in the total amount of P248,700.
Likewise,
contrary to private respondent’s contentions, petitioner cannot be considered
liable as an accommodation party for Check No. 58832. Section 29 of the Negotiable Instruments Law
defines an accommodation party as a person
“who has signed the instrument as maker, drawer, acceptor, or indorser, without receiving value therefor,
and for the purpose of lending his name to some other person.” As gleaned from
the text, an accommodation party is one who
meets all the three requisites, viz: (1) he must be a party to the instrument, signing as
maker, drawer, acceptor, or indorser; (2) he must not
receive value therefor; and (3) he must sign for the
purpose of lending his name or credit to some other person.[15]
An accommodation party lends his name to
enable the accommodated party to obtain credit or to raise money; he receives
no part of the consideration for the instrument but assumes liability to the
other party/ies thereto.[16] The first two elements are present here,
however there is insufficient evidence presented in the instant case to show
the presence of the third requisite. All
that the evidence shows is that petitioner signed Check No. 58832, which is
drawn against his personal account. The
said check, dated
Cruiser
Bus Lines and Transport Corporation, however, remains liable for the checks
especially since there is no evidence that the debts covered by the subject
checks have been paid.
WHEREFORE, the
petition is GRANTED. The Decision dated
No
pronouncement as to costs.
SO
ORDERED.
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LEONARDO A. QUISUMBING Associate Justice |
WE CONCUR:
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REYNATO S. PUNO Chief Justice |
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DANTE O. TINGA Associate Justice |
PRESBITERO J. VELASCO, JR. Associate Justice |
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ARTURO D.
BRION Associate Justice |
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A T T E S T A T I O N
I attest that the conclusions in the above Decision
had been reached in consultation before the case was assigned to the writer of
the opinion of the Court’s Division.
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LEONARDO A. QUISUMBING Associate Justice Chairperson |
C E R T I F I C A T I O N
Pursuant to Section 13, Article VIII
of the Constitution, and the Division Chairperson’s Attestation, I certify that
the conclusions in the above Decision had been reached in consultation before
the case was assigned to the writer of the opinion of the Court’s Division.
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REYNATO S. PUNO Chief Justice |
* In lieu of Associate Justice Conchita Carpio Morales who inhibited herself.
[1] Rollo, pp. 36-40. Penned by Associate Justice Estela M. Perlas-Bernabe, with Associate Justices Arturo A. Tayag and Edgardo G. Camello concurring.
[2]
[3] AN ACT PENALIZING THE MAKING OR DRAWING AND ISSUANCE OF A CHECK WITHOUT SUFFICIENT FUNDS OR CREDIT AND FOR OTHER PURPOSES.
[4] Rollo, pp. 48-49.
[5]
[6]
[7]
[8]
[9] Sec. 29. Liability of accommodation
party. – An accommodation party is one who has signed the instrument as
maker, drawer, acceptor, or indorser, without receiving value therefor, and for
the purpose of lending his name to some other person. Such a person is liable on the instrument to
a holder for value, notwithstanding such holder, at the time of taking the
instrument, knew him to be only an accommodation party.
[10] See MEA Builders, Inc. v. Court of
Appeals, G.R. No. 121484,
[11] Rollo, pp. 70, 71.
[12]
[13] Construction & Development
Corporation of the
[14] See Jardine Davies, Inc. v. JRB Realty,
Inc., G.R. No. 151438,
[15] Ang v. Associated Bank, G.R. No. 146511, September 5, 2007, 532 SCRA 244, 272-273; Lim v. Saban, G.R. No. 163720, December 16, 2004, 447 SCRA 232, 244; Crisologo-Jose v. Court of Appeals, G.R. No. 80599, September 15, 1989, 177 SCRA 594, 598.
[16] Ang v. Associated Bank, supra at 273.
[17] Exhibit “C,” Records, p. 114.