Beruflich Dokumente
Kultur Dokumente
Obviously, they were not thinking of the companys interest; they were wholly
ignoring it.
Summary:
Plaintiffs are questioning the decision of the majority stockholders to dissolve the
company. They think that the majority owners would take over the property for
themselves. The LC dismissed it but the SC sided with the plaintiffs because the directors
acted in bad faith. Directors should always put the company first above their personal
interests.
Facts:
Thy are questing the position of the majority stockholders to force Inland
Steamship out of business, to just have their company dissolved and then the
majority stockholders take over the companys property which would be
detrimental to the minority stockholders.
The majority stockholder own 80% of the stock and had the power to
determine the actions of the steamship company.
The court dismissed the complaint and the present appeal followed. The district
judge ruled in favor of the minority stockholders.
Issue:
WON the lower court erred in dismissing the complaint. YES
Held:
If when he votes he does so against the interest of his company, against the
interest of his minority and in favor of his own interest, by such selfish action,
by omission of fidelity to his own duty as trustee, he forfeits approval in a court
of equity.
1
General rule: minority stockholders of a corporation cannot sue and demand its
dissolution . However, there are cases that hold that even minority stockholders
may ask for dissolution.
Although, as a rule, minority stockholders of a corporation may not ask for its
dissolution in a private suit, and that such action should be brought by the
Government through its legal officer in a quo warranto case, at their instance
and request, there might be exceptional cases wherein the intervention of the
State cannot be obtained, as when the State is not interested because the
complaint is strictly a matter between the stockholders and does not involve, in
the opinion of the legal officer of the Government, any of the acts or omissions
warranting quo warranto proceedings, in which minority stockholders are
entitled to have such dissolution.
When such action or private suit is brought by them, the trial court had
jurisdiction and may or may not grant the prayer. Having such jurisdiction, the
appointment of a receiver pendente lite is left to the sound discretion of the trial
court.
FACTS:
Three minority stockholders, in their own behalf and in behalf of the other
minority stockholders of the Financing Corporation of the Philippines (FCP),
filed a complaint against FPC and Araneta, its president and general manager,
claiming among other things alleged gross mismanagement and fraudulent
conduct of the corporate affairs by Araneta, and asking that the corporation be
dissolved; that Araneta be declared personally accountable for the amounts of
the unauthorized and fraudulent disbursements and disposition of assets made
by him, and that he be required to account for said assets, and that pending trial
a receiver be appointed to take possession of the books, records and assets
preparatory to its dissolution and liquidation and distribution of the assets.
TC granted the petition for the appointment of a receiver and designated Mr.
Alfredo Yulo.
ISSUES/HELD:
Re: Receivership
c)
d)
unauthorized and profitless using of the name of the FPC in the shipping of
sugar belonging to other corporations controlled by Araneta;
refusal by Araneta to endorse to the defendant corporation shares of stock and
other securities belonging to it but which are still in his name;
(3) violations of the corporation law and the by-laws of the corporation such as
a) refusal to allow minority stockholders to examine the books and records of the
corporation;
b) failure to call and hold stockholders' and directors' meetings;
c) virtual disregard and ignoring of the board of directors by defendant Araneta
who has been and is conducting the affairs of the corporation under his
absolute control and for his personal benefit and for the benefit of the
corporations controlled by him, to the prejudice and in disregard of the rights
of the plaintiffs and other minority stockholders; and
d) irregularity in the keeping and
e) errors and omissions in the books and failure of the same to reflect the real and
actual transactions of the defendant corporations;
(4) failure to achieve the fundamental purpose of the corporation;
(5) if administration, possession and control of the affairs, books, etc. of defendant
corporation are left in the hands of the defendant Araneta and the present corporate
officials, under his power and influence, the remaining assets of the corporation are in
danger of being further dissipated, wasted or lost and of becoming ultimately unavailable
for distribution among its stockholders; and
(6) the best means to protect and preserve the assets of FPC is the appointment of a
receiver.
shareholders to decide when the by-laws were framed; and the circumstance that,
with the growth of the corporation, the amount paid as compensation to the directors
has increased beyond what would probably be necessary to secure adequate service
from them is matter that cannot be corrected in this action; nor can it properly be made a
basis for depriving the corporation of its franchise, or even for enjoining it from
compliance with the provisions of its own by-laws. If a mistake has been made, or the
rule adopted in the by-laws has been found to work harmful results, the remedy is
in the hands of the stockholders who have the power at any lawful meeting to
change the rule.
The complaint alleged that the defendant engaged in the business of buying and
selling real estate when it entered into a contract with the Tayabas Land
Company for the purpose of engaging in the business of purchasing lands with a
view to reselling the same to the Manila Railroad Company at a profit
Philippine Sugar Estates by its charter was authorized, among other things:
o To buy shares of the Compaia de Navegacion, Ferrocarriles, Diques, y
Almacenes de Depositos, and, in this manner or otherwise, to engage
in any mercantile or industrial enterprise.
o With no other restrictions than those provided by law, place funds of
the corporation in hypothecary or pignorative loans, in public
securities of the United States, in stocks or shares issued by firms,
corporations, or companies that are legally organized and operated,
and in rural and urban property. It may also contract and guarantee
all kinds of obligations, in conformity with existing laws.
These powers are limited by section 75 of the Act of Congress and by the
section 13 Act of 1459, the latter being a reproduction of the former, which is as
follows:
o That no corporation shall be authorized to conduct the business of
buying and selling real estate or be permitted to hold or own real
estate except such as may be reasonably necessary to enable it to
carry out the purposes for which it is created. Corporations, however,
may loan funds upon real estate, security, and purchase real estate
when necessary for the collection of loans, but they shall dispose of
real estate so obtained within five years after receiving the title
4
The lower court rendered judgment ordering the defendant to abstain in the
future from engaging in the business of buying and selling lands
Issue: WON the lower court erred in not declaring that the defendant has forfeited its
charter
the burden imposed upon the people by way of additional taxation. The purpose of the
intervention of the defendant was to enrich itself at the expense of the taxpayers, who
had, by a franchise granted, permitted them to exist and do business as a corporation.
The conduct of the defendant in the premises merits the severest condemnation of the
law.
or subscriptions to its capital stock are offered to the public as part of its regular
operations.
b. That out of the funds obtained from the public through the receipt of deposits
and/or the sale of securities, loans are made regularly to any person by the
Security Credit and Acceptance Corporation.
5. Prior to the opinion, corporation had applied with the Securities and Exchange
Commission for the registration and licensing of its securities under the Securities Act.
6. Before acting on this application, the Commission referred it to the Central Bank,
which, in turn, gave the former a copy of the opinion. The commission advised the
corporation to comply with the requirements of the General Banking Act.
7. Upon application by the Manila Police Department and the Central Bank, the Municipal
Court of Manila issued a search warrant. Hence, the premises of the corporation was
searched and documents and records relative to its business operations were seized.
8. Upon inspecting the documents and records, the Central Bank issued a memorandum
stating that the bank was:
a. Considering the extent of its operations, the Security Credit and Acceptance
Corporation, Inc.,receives deposits from the public regularly. Such deposits are
treated in the Corporation's financial statements as conditional subscription to
capital stock. Accumulated deposits of P5,000 of an individual depositor may be
converted into stock subscription to the capital stock of the Security Credit and
Acceptance Corporation at the option of the depositor. Sale of its shares of stock
Summary: Republic filed a quo warrant case (corporate dissolution) against Bisaya for
allegedly engaging in criminal acts and running a criminal syndicate with its franchise.
Bisaya filed a motion to dismiss, which was eventually affirmed by the solicitor general
upon reaching an amicable settlement with the officers. The court held that case should
be dismissed and Bisaya may continue to operate as a corporation, seeing as the illegal
acts were committed mainly by 2 persons (Cuenco and Velez) who shall be personally
liable for their illegal acts. It has been held that relief by dissolution will be awarded only
where no other adequate remedy is available, and is not available where the rights of the
stockholders can be, or are, protected in some other way.
On March 21, 1959, when the Republic of the Philippines, through the then
Solicitor General Edilberto Barot, filed a petition for quo warranto in the Court
of First Instance of Manila for the dissolution of the Bisaya Land Transportation
Company.
The petition alleges that bisaya, through its officers and controlling stockholder
of the corporation, by conspiring and confabulating together and with the aid
offended their associates, agents and confederates, had violated and continues
to violate, offended and continues to offend the proceeding of the Corporation
Law and other statutes of the Philippines by having committed and continuing
to commit acts amounting to a forfeiture of the present corporation's franchise,
rights and private and, through venous means, misused and continues to and
continues to abuse, the terms of its franchise, palpably in contravention of the
law and public policy
o
Under date of April 17, 1959, respondents (except Miguel Cuenco) filed a
motion to dismiss the petition for quo warranto on the grounds of lack of cause
of action and prescription. Eventually, the solicitor general as well filed for the
dismissal of the quo warranto.
On April 3, 1968, the lower court issued a resolution granting Bisayas motion
for the dismissal of the action for quo warranto. However, the republic filed an
appeal, claiming that the lower court erred in holding that the evidence was
insufficient to dissolve the corporation and that all the grounds for a quo
warrant were met since it was shown that the Bisaya was being operated
virtually as a crime syndicate.
7
available, and is not available where the rights of the stockholders can be,
or are, protected in some other way.
The right of the plaintiff to dismiss an action with the consent of the court is
universally recognized with certain well-defined exceptions. If the plaintiff
discovers that the action which he commenced was brought for purposes of
enforcing a right or a benefit, the advisability or necessity of which he later
discovers no longer exists, or that the result of the action would be different
from what he had intended, then he should be permitted to withdraw his
action, subject to the approval of the court. The plaintiff should not be required
to continue the action, subject to some well-defined exceptions, when it is not
to his advantage so to do. Litigation should be discouraged and not encouraged.
Besides, the court a quo found that the controversy between the parties
was more personal than anything else and did not at all affect public
interest. Thus, the Court held:
o
The Solicitor General explained that his decision to file for dismissal was since
he believed in all sincerity that the evidence so far presented did not justify the
dissolution of the corporation through a quo warranto proceeding. He admitted
that even after he had filed the motion for dismissal he continued the
negotiation for the settlement of the case, but he explained that it was because
of the request of Bisaya and Miguel Cuenco and his wife that he continue to use
his good offices to effect an amicable settlement between the parties.
Other interested parties who might feel aggrieved, therefore, would not
be without their remedies since they can still maintain whatever claims
they may have against each other. It has been held that relief by
dissolution will be awarded only where no other adequate remedy is
8
Summary:
Buenaflor applied to the Public Service Commission (PSC) for a CPC to establish a cold
storage and refrigeration service in Camarines Sur. Camarines Corporation, a
corporation already engaged in ice storage in the same area, submitted its own
application for a cold storage and refrigeration system. Buenaflor opposed the
application stating that its corporate life had expired in accordance with its articles of
incorporation. Supreme Court ruled that Camarines Corporation has no legal capacity
and cannot be awarded the CPC.
Facts:
Buenaflor applied for a certificate of public convenience (CPC) to establish a cold storage
and refrigeration service in Sabang. Camarines Corporation submitted to the
Commission its own applications for cold storage. It opposed Buenaflors application, and
Buenaflor in turn opposed theirs.
Buenfalor presented a motion to dismiss the Camarines Corporations application
challenging its personality since its corporate life had expired four years ago in
accordance with its own articles of incorporation . Camarines Corporation executed new
articles of incorporation and notarized a deed of conveyance assigning all its assets to the
new corporation.
The new Camarines Corporation petitioned the PSC for the approval of the conveyance
and its application. The PSC awarded the CPC to the new Camarines Corporation stating
that it had been serving ice in the area even before Buenaflors application.
Issue/Held: WON Camarines Corporation has legal personality after its corporate
life expired/NO it could only continue to exist to close its affairs.
Dispositive: Wherefore, revoking the appealed decision in so far as it awarded the
certificate to said Corporation, we hereby approve Buenaflor's application for five tons,
instead of one ton, subject to the usual conditions imposed by the Public Service
Commission on ice plant establishments. Costs against Camarines Corporation.
Ratio:
Since the expiration of its corporate life, the old corporation had been illegally plying its
business of selling ice in Sabang. After the expiration, it could only continue to exist for
three years for the purpose of prosecuting and defending suits by or against it, and of
enabling it gradually to settle and close its affairs, to dispose and convey its property and
to divide its capital stock. It could not, without violating the law, continue to sell ice.
When the old Camarines Corporation applied for its CPC, it had no legal personality. It
had ceased to exist as a corporation and could not sue nor apply for such CPC for it was
incapable of receiving a grant. It was not even a corporation de facto.
9
though they held that a corporation cannot maintain actions after the expiration of the
period provided under law, the SC still held that the corporations M R should have been
allowed. They held that it was clearly shown that the corporation had prepared an
amended complaint, and the failure to file it was due to the negligence of the mailing
clerk. Also, CFI Tacloban had ruled that Pore clearly owed the corporation money).
Summary: National Abaca filed a collection suit against Pore, and the CFI found for the
corporation. However, Pore appealed and filed a motion to dismiss the complaint,
arguing that the corporation had no legal capacity to sue because it had been abolished
under an EO issued in 1950, while the complaint was filed in 1953. The corporation
argued that under the EO, its corporate existence continues for 3 years after its
dissolution , for the purpose of prosecuting and defending suits by or against it, and
therefore the complaint was timely filed. The SC held that in absence of a statutory
provision to the contrary, pending actions by or against a corporation are abated upon
the expiration of the period allowed by law for the liquidation of corporate affairs.
Ratio:
The settled rule is that in the absence of a statutory provision to the contrary,
pending actions by or against a corporation are abated upon expiration of the
period allowed by law for the liquidation of affairs.
The corporation becomes defunct upon the expiration of said period, so that no
action can afterwards be brought by or against it, and must be dismissed. Actions
pending by or against the corporation when the period allowed by the statute
expires, ordinarily abate. This is an absence of a contrary statutory provision.
Facts:
Nov. 14, 1953: Plaintiff National Abaca filed a complaint against Apolonia Pore, for the
recovery of P1,213.34. The amount was allegedly advanced to her for the purchase of
hemp for account of the corporation. Pore alleged that she had accounted for all the
cash advances she received.
April 1956: CFI Tacloban: Found for the corporation, and ordered Pore to pay P272.49,
as an unaccounted sum.
CFI Leyte: Pore appealed to CFI Leyte, and moved to dismiss the complaint on the
ground that the plaintiff corporation has no legal capacity to sue as it was abolished by
EO 372 dated Nov. 24, 1950.
o
Plaintiff argued that the EO explicitly stated that plaintiff shall nevertheless be
continued as body corporate for a period of three (3) years from the effective
date, November 30, 1950, for the purpose of prosecuting and defending suits by
or against it and of enabling the Board of Liquidators gradually to settles and
close its affairs. As the complaint was filed on Nov. 14, 1953, it was filed before
the expiration period.
The CFI ordered plaintiff corporation to amend its complaint to include the
Board of Liquidators. Plaintiff failed to comply, so the CFI dismissed the
complaint.
The buyers threatened suits and one particular buyer did sue. Louis Dreyfus & Go.
(Overseas) Ltd., filed a case for the undelivered copra. These cases culminated in an
out-of-court amicable settlement when the Kalaw management was already out. The
corporation thereunder paid Dreyfus P567,024.52 representing 70% of the total
claims. NACOCO
All in all the settlements for the different buyers sum up to P1,343,274.52. NACOCO
filed a suit against Maximo Kalaw and the directors for the above-mentioned sum. It
charges Kalaw with negligence under Article 1902 of the old Civil Code (now Article
2176, new Civil Code); and defendant board members, including Kalaw, with bad
faith and/or breach of trust for having approved the contracts. Lower Court
dismissed the complaint and NACOCO appealed to the Supreme Court.
Dispositive: Viewed in the light of the entire record, the judgment under review must
be, as it is hereby, affirmed.
Ratio:
Defendants argueh that plaintiff Board of Liquidators has lost its legal personality to
continue with this suit
Accepted in this jurisdiction are three methods by which a corporation may wind up
its affairs: (1) under Section 3, Rule 104, of the Rules of Court whereby, upon
voluntary dissolution of a corporation, the court may direct "such disposition of its
assets as justice requires, and may appoint a receiver to collect such assets and pay
the debts of the corporation;" (2) under Section 77 of the Corporation Law, whereby
a corporation whose corporate existence is terminated, "shall nevertheless be
continued as a body corporate for three years after the time when it would have
been so dissolved, for the purpose of prosecuting and defending suits by or against it
and of enabling it gradually to settle and close its affairs, to dispose of and convey its
property and to divide its capital stock, but not for the purpose of continuing the
business for which it was established;" and (3) under Section 78 of the Corporation
Law, by virtue of which the corporation, within the three year period just
mentioned, "is authorized and empowered to convey all of its property to trustees
for the benefit of members, stockholders, creditors, and others interested."
It is defendants' pose that their case comes within the coverage of the second
method. They reason out that suit was commenced in February, 1949; that by
Executive Order 372, dated November 24, 1950, NACOCO, together with other
government-owned corporations, was abolished, and the Board of Liquidators was
entrusted with the function of settling and closing its affairs; and that, since the
three year period has elapsed, the Board of Liquidators may not now continue with,
and prosecute, the present case to its conclusion, because Executive Order 372
provides in Section 1 thereof that
Sec.1. The National Abaca and Other Fibers Corporation, the National Coconut
Corporation, the National Tobacco Corporation, the National Food Producer
Corporation and the former enemy-owned or controlled corporations or
associations, . . . are hereby abolished. The said corporations shall be liquidated
in accordance with law, the provisions of this Order, and/or in such manner as
the President of the Philippines may direct; Provided, however , That each of the
said corporations shall nevertheless be continued as a body corporate for a
period of three (3) years from the effective date of this Executive Order for the
purpose of prosecuting and defending suits by or against it and of enabling the
Board of Liquidators gradually to settle and close its affairs, to dispose of and,
convey its property in the manner hereinafter provided.
Defendants proceed to argue that even where it may be found impossible within the
3 year period to reduce disputed claims to judgment, nonetheless, "suits by or
against a corporation abate when it ceases to be an entity capable of suing or being
sued"
11
We, however, express the view that the executive order abolishing NACOCO and
creating the Board of Liquidators should be examined in context. The proviso in
Section 1 of Executive Order 372, whereby the corporate existence of NACOCO was
continued for a period of three years from the effectivity of the order for "the
purpose of prosecuting and defending suits by or against it and of enabling the
Board of Liquidators gradually to settle and close its affairs, to dispose of and
convey its property in the manner hereinafter provided", is to be read not as an
isolated provision but in conjunction with the whole. So reading, it will be readily
observed that no time limit has been tacked to the existence of the Board of
Liquidators and its function of closing the affairs of the various government owned
corporations, including NACOCO
By Section 2 of the executive order, while the boards of directors of the various
corporations were abolished, their powers and functions and duties under existing
laws were to be assumed and exercised by the Board of Liquidators. And nowhere in
the executive order was there any mention of the lifespan of the Board of
Liquidators
By Executive Order 372, the government, the sole stockholder, abolished NACOCO,
and placed its assets in the hands of the Board of Liquidators. The Board of
Liquidators thus became the trustee on behalf of the government. It was an express
trust. The legal interest became vested in the trustee the Board of Liquidators.
The beneficial interest remained with the sole stockholder the government. At no
time had the government withdrawn the property, or the authority to continue the
present suit, from the Board of Liquidators. If for this reason alone, we cannot stay
the hand of the Board of Liquidators from prosecuting this case to its final
conclusion . The provisions of Section 78 of the Corporation Law the third method
of winding up corporate affairs find application.
a receiver rests within the sound judicial discretion of the court, such discretion must be
exercised with caution and governed by legal and equitable principles.
The appointment of a receiver by the court to wind up the affairs of the corporation upon
petition of voluntary dissolution does not empower the court to hear and pass on the
claims of creditors of the corporation at first hand. In such cases, the receiver does not
act as a receiver of an insolvent corporation. Since liquidation as applied to the
settlement of the affairs of a corporation consists of adjusting the debts and claims,
that is, of collecting all that is due the corporation, the settlement and adjustment
of claims against it and the payment of its just debts, all claims must be presented
for allowance to the receiver or trustees or proper persons during the winding-up
proceedings within the three years provided by the Corporation Law as the term for
the corporate existence of the corporation, and if a claim is disputed sot that the
receiver cannot safely allow the same, it should be transferred to the proper court
for trial and allowance, and the amount so allowed then presented to the receiver
or trustee for payment. The rulings of the receiver on the validity of claims submitted
are subject to review by the court appointing such receiver though no appeal is taken to
the latter ruling, and during the winding-up proceedings after dissolution, no
creditor will be permitted by legal process or otherwise to acquire priority, or to
enforce his claim against the property held for distribution as against the rights of
other creditors.
China Banks contention that MMCs claim cannot be allowed as a preferred claim is well
taken. It is to be noted that SECURED creditors are entitled to enforce their claims
against the assets of the company to the extent that they are subject to a VALID security
interest. Gaston OFarrel executed the mortgage to save himself from personal liability
and made the corporation shoulder the burden in exchange for a simulated conveyance
of his house to the corporation. When the corporation became delinquent in the payment
of the obligation, MMC and Gaston OFarrel colluded to have MMCs claim allowed
summarily as a preferred claim. Therefore, since the security was not valid, such claim
cannot be allowed as preferred.
Issue:
Held:
WON the case prescribed for being brought beyond the three year period
after the dissolution of the corporation.
1)
No. Since there was an assignee appointed, the three year period was not
applicable.
Ratio:
13
Section 77 of Act No. 1459 provides that "Every corporation whose charter
expires by its own limitation or is annulled by forfeiture or otherwise, or whose
corporate existence for other purposes is terminated in any other manner, shall
nevertheless be continued as a body corporate for three years after the time
when it would have been so dissolved, for the purpose of prosecuting and
defending suits by or against it and of enabling it gradually to settle and
close its affairs to dispose of and convey its property and to divide its
capital stock, but not for the purpose of continuing the business for which it
was established."
And section 77 of the same Act provides, "At any time during said three years
said corporation is authorized and empowered to convey all of its
property to trustees for the benefit of members, stockholders, creditors, and
others interested. From and after any such conveyance by the corporation of its
property in trust for the benefit of its members, stockholders, creditors, and
others in interest, all interest which the corporation had in the property
terminates, the legal interest vests in the trustees, and the beneficial interest in
the members, stockholders, creditors, or other persons in interest."
It is to be noted that the time during which the corporation, through its
own officers, may conduct the liquidation of its assets and sue and be sued
as a corporation is limited to three years from the time the period of
dissolution commences; but that there is no time limited within which the
trustees must complete a liquidation placed in their hands.
It is provided only (Corp. Law, sec. 78) that the conveyance to the trustees must
be made within the three-year period.
Trustees to whom the corporate assets have been conveyed pursuant to the
authority of section 78 may sue and be sued as such in all matters connected
with the liquidation.
If the corporation carries out the liquidation of its assets through its own
officers and continues and defends the actions brought by or against it, its
existence shall terminate at the end of three years from the time of
dissolution;
o But if a receiver or assignee is appointed, as has been done in the
present case, with or without a transfer of its properties within
three years, the legal interest passes to the assignee, the
beneficial interest remaining in the members, stockholders,
creditors and other interested persons; and said assignee may
bring an action, prosecute that which has already been
commenced for the benefit of the corporation, or defend th e
latter against any other action already instituted or which may
be instituted even outside of the period of three years fixed for
the offices of the corporation.
For the foregoing considerations, we are o the opinion and so hold that when a
corporation is dissolved and the liquidation o its assets is placed in the hands of
a receiver or assignee, the period of three years prescribed by section 77 of Act
No. 1459 known as the Corporation Law is not applicable, and the assignee
may institute all actions leading to the liquidation of the assets of the
corporation even after the expiration of three years.
BIR assessed Marsman 3 times (October 15, 1953, September 13, 1954 and
November 8, 1954) for unpaid taxes totaling P59,133.78.
o The 2 assessments were received by Atty. Moya in behalf of Marsman. He
requested for reinvestigations but these were denied due to noncompliance
with statutory requirements for such requests. As a result, Marsman failed to
pay within the prescribed period.
On April 27, 1956, BIR after numerous warnings, BIR issued final tax notices and
after 3 years of futile notifications, BIR sued the corporation on September 8,
1958 and amended their complaint on August 26, 1956
Marsman was extra-judicially dissolved on April 23, 1954. The liquidator of the
company is Mr. F. Burgess.
Marsman contends that the action is barred under Sec. 77 of the Corporation Law
which allows the corporate existence of a corporation to continue only for 3 years
after its dissolution, for the purpose of presenting or defending suits by or against it
and to settle or close its affairs
The lower court ruled in favor of the BIR although Marsman was
extrajudicially dissolved, there is no claim that its affairs had already been finally
liquidated or settled. Evidently Mr. Burgess is still continuing in his capacity as
liquidator.
14
Issue: WON LC erred in not declaring that the suit against the liquidator of Marsman has
prescribed NO. The action has not yet prescribed.
Dispositive: ACCORDINGLY, the judgment of the trial court is affirmed with costs against
the appellants.
Ratio:
TOPIC: Dissolution
Summary: Central Syndicate requested a refund for excess payment of sales tax but was
denied by the Collector. CTA dismissed appeal for lack of personality of Central Syndicate
due to expiration of its corporate existence. SC held that case should not be dismissed
because the officers of Central Syndicate may still be held liable instead of the defunct
corporation. The sales tax in question can be enforced against Central Syndicates
successors-in-interest even after the corporations dissolution because of the expiration
of its corporate existence.
While section 771 of the Corporation Law provides for a three-year period for
the continuation of the corporate existence of the corporation for purposes of
liquidation, there is nothing in said provision which bars an action for the
recovery of the debts of the corporation against the liquidator thereof, after
the lapse of the said three-year period.
The assessments against appellant corporation for deficiency taxes due for its
operations since 1947 were made by the Bureau of Internal Revenue on October
15, 1953, September 13, 1954 and November 8, 1954, such that the first was
before its dissolution and the last two not later than six months after such
dissolution.
o In whatever way the matter may be viewed, the Government became the
creditor of the corporation before the completion of its dissolution by the
liquidation of its assets.
Extrajudicial dissolution is permitted only when it "does not affect the rights of any
creditor having a claim against the corporation." (Section 62)
o It is immaterial that the present action was filed after the expiration of three
years after April 23, 1954, for at the very least, and assuming that judicial
enforcement of taxes may not be initiated after said three years despite the
fact that the actual liquidation has not been terminated and the one in charge
thereof is still holding the assets of the corporation, obviously for the benefit
of all the creditors thereof, the assessment aforementioned, made within the
three years, definitely established the Government as a creditor of the
corporation for whom the liquidator is supposed to hold assets of the
corporation.
SECTION 77: Every corporation whose charter expires by its own limitation or is annulled by
forfeiture or otherwise, or whose corporate existence for other purposes is terminated in any other
manner, shall nevertheless be continued as a body corporate for three years after the time when it
would have been so dissolved, for the purpose of prosecuting and defending suits by or against it
and of enabling it gradually to settle and close its affairs, to dispose of and convey its property and
to divide its capital stock, but not for the purpose of continuing the business for which it was
established.
Clarified by
SECTION 78: At any time during said three years said corporation is authorized and empowered to
convey all of its property to trustees for the benefit of members, stock-holders, creditors, and others
interested. From and after any such conveyance by the corporation of its property in trust for the
benefit of its members, stockholders, creditors, and others in interest, all interest which the
corporation had in the property terminates, the legal interest vests in the trustee, and the beneficial
interest in the members, stockholders, creditors, or other persons in interest.
FACTS:
Central Syndicate again wrote the Collector requesting the refund of P1,103.28
representing alleged excess payment of sales tax due to the adjustment and
reduction of the purchase price in the amount of P31,522.18.
Said letter was referred to an agent for verification and the agent reported his
findings upon which the CIR decided that Central Syndicate was the importer
and original seller of the surplus goods in question and, therefore, the one liable
to pay the sales tax. Accordingly, the Collector assessed against the syndicate
the amount of P33,797.88 and P300.00 as deficiency sales tax and also denied
the request of the syndicate for the refund of the sum of P1,103.28.
CTA: dismissed the appeal for lack of personality to maintain action since the
syndicate is already a non-existing entity due to the expiration of its corporate
existence.
SC: the appeal should not be dismissed because the officers and directors of
syndicate may be substituted and may be held personally liable for the unpaid
deficiency assessments made by the Collector of Internal Revenue against the
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defunct syndicate (as contended by Central Syndicate). The matter was referred
back to the CTA.
CTA: affirmed CIR and held syndicates officers and directors jointly and
severally liable for the payment of the deficiency sales tax.
and collecting them from his administrator, who holds the property which the decedent
had formerly possessed" (Wonder Bakeries Co. v. U.S.). Bearing in mind that our
corporation law is of American origin, the foregoing authorities have persuasive effect in
considering similar cases in this jurisdiction.
Considering that the Central Syndicate realized from the sale of the surplus goods a net
profit of P229,073.83, and that the sale of said goods was the only transaction
undertaken by said syndicate, there being no evidence to the contrary, the conclusion is
that said net profit remained intact and was distributed among the stockholders when
the corporation liquidated and distributed its assets on August 15, 1948, immediately
after the sale of the said surplus goods. Petitioners are therefore the beneficiaries of
the defunct corporation and as such should be held liable to pay the taxes in
question. However, there being no express provision requiring the stockholders of the
corporation to be solidarily liable for its debts which liability must be express and cannot
be presumed, petitioners should be held to be liable for the tax in question only in
proportion to their shares in the distribution of the assets of the defunct
corporation. The decision of the trial court should be modified accordingly.
RATIO:
It should be stated at the outset that it was petitioners themselves who caused
their substitution as parties in the present case, being the successors -in-interest of
the defunct syndicate, when they appealed this case to the SC for which reason the
latter Court declared that "the respondent Court of Tax Appeals should have allowed the
substitution of its former officers and directors is parties-appellants, since they are
proper parties in interest insofar as they may be (and in fact are) held personally liab le
for the unpaid deficiency assessments made by the Collector of Internal Revenue against
the defunct Syndicate." They cannot, therefore, be now heard to complain if they are
made responsible for the tax liability of the defunct syndicate whose representation they
assumed and whose assets were distributed among them.
In the second place, there is good authority to the effect that the creditor of a
dissolved corporation may follow its assets once they passed into the hands of the
stockholders. Thus, recognized are the following rules in American jurisprudence: The
dissolution of a corporation does not extinguish the debts due or owing to it (Bacon v.
Robertson; Curron v. State). A creditor of a dissolve corporation may follow its assets, as
in the nature of a trust fund, into the hands of its stockholders (MacWilliams v. Excelsier
Coal Co.). An indebtedness of a corporation to the federal government for income and
excess profit taxes is not extinguished by the dissolution of the corporation (Quinn v.
McLeudon).
And it has been stated, with reference to the effect of dissolution upon taxes due from a
corporation, "that the hands of the government cannot, of course, collect taxes from a
defunct corporation, it loses thereby none of its rights to assess taxes which had been
due from the corporation, and to collect them from persons, who by reason of
transactions with the corporation, hold property against which the tax can be enforced
and that the legal death of the corporation no more prevents such action than would the
physical death of an individual prevent the government from assessing taxes against him
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