Tramat Mercantile Inc. And David Ong v.

Hon. Court of Appeals and Melchor De La
Cuesta
Liability of directors, trustees or officers- Directors or
trustees who wilfully and knowingly vote for or assent to
patently unlawful acts of the corporation or who are
guilty of gross negligence ot bad faith in directing the
affairs of the corporation or acquire any personal or
pecuniary interest in conflict with their duty as such
directors or trustees shall be liable jointly and severally
for all damages resulting therefrom suffered by the
corporation, its stockholders or members and other
persons.
FACTS: Melchor De La Cuesta doing business under the
name and style of "Farmers Machineries sold a Hinomoto
Tractor to Tramat corporation. David Ong (president of
Tramat) paid De La Cuesta a P33,500 check.. Tramat
modified the tractor and made it into a lawn mower and
subsequently sold the same to NAWASA for P67,000.
Then NAWASA refused to pay Tramat for the tractor
saying that it had defects and that the tractor engine is
reconditioned. Tramat through David Ong subsequently
caused a stop payment of the check paid to De La Cuesta.
We sustain the trial court's finding that at the time f the
purchase, the appellants did not reveal to the appellee the
true purpose for which the tractor would be used.
Granting that the appellants informed the appellee that
they would be reselling the unit to the MWSS, an entity
admittedly not engaged in farming, and that they ordered
the tractor without the power tiller, an indispensable
accessory if the tractor would be used in farming, these in
themselves would not constitute theer required implied
notice to the appellee as seller.
It was, nevertheless, an error to hold David Ong jointly
and severally liable with TRAMAT to de la Cuesta under
the questioned transaction. Ong had there so acted, not in
his personal capacity, but as an officer of a corporation,
TRAMAT, with a distinct and separate personality. As
such, it should only be the corporation, not the person
acting for and on its behalf, that properly could be made
liable thereon.
Personal liability of a corporate director, trustee or officer
along (although not necessarily) with the corporation may
so validly attach, as a rule, only when —
1. He assents (a) to a patently unlawful act of the
corporation, or

De La Cuesta filed an action for recovery of P33,500.
Ong, in his asnwer said that de la Cuesta had no cause of
action; that the questioned transaction was between
plaintiff and Tramat Mercantile, Inc., and not with Ong in
his personal capacity; and that the payment of the check
was stopped because the subject tractor had been priced
as a brand new, not as a reconditioned unit.
The trial court ruled that ordered respondent to jointly and
severally pay the plaintiff the sum of P33,500.The CA
affirmed the decision.
(b) for bad faith, or gross negligence in directing its
affairs, or (c) for conflict of interest, resulting in damages
to the corporation, its stockholders or other persons;4
2. He consents to the issuance of watered stocks or
who, having knowledge thereof, does not forthwith file
with the corporate secretary his written objection
thereto;5
3. He agrees to hold himself personally and solidarily
liable with the corporation;6 or

ISSUE: Whether or not petitioners should be held

solidarily liable 4. He is made, by a specific provision of law, to
personally answer for his corporate action

HELD: The court did not find any reason to reverse the
findings of the previous courts particularly in holding that
the contract between de la Cuesta and TRAMAT was one
of absolute, not conditional, sale of the tractor and that de
la Cuesta did not violate any warranty on the sale of the
tractor to TRAMAT.