WILLKOM (HO) During the public auction, Willkom was the
highest bidder. After FISLAI’s failure to FACTS: redeem the properties and after the First Iligan Savings and Loan Association issuance of the deed of sale to Willkom, the (FISLAI) and the Davao Savings and Loan latter sold the subject parcels of land to Go. Association (DSLAI) are entities engaged in the business of granting loans and receiving MSLAI and PDIC’S ARGUMENTS deposits from the general public. MSLAI, represented by PDIC, filed before the RTC a complaint for Annulment of Some time in 1985, FISLAI and DSLAI entered Sherrif’s Sale, cancellation of title, and into a merger with DLSAI as the surviving reconveyance of properties against corporation. The articles of merger were not respondents: registered with the SEC due to incomplete a. MSLAI alleged that the sale was documnetation. conducted without notice to it and PDIC; On August 1985, DSLAI changed its b. PDIC only came to know about the corporate name to MSLAI, but such sale for the first time while amendment was approved by the SEC onln discharging its mandate of on 1987. liquidating MSLAI’s assets; and c. That the sale was invalid because In 1986, the BD of FISLAI passed a resolution assets placed under receivership assigning its assets in favor of DSLAI which in and liquidation should be deemed in turn assumed the former’s liabilities. custodia legis; hence, exempt from any order of garnishment, levy, The business of MSLAI, however, failed. attachment, or execution. Hence, the MB of the Central Bank ordered its closure and placed it under receivership: WILLKOM’S ARGUMENTS a. MB found that MSLAI’s financial MSLAI had no cause of action against them condition was one of insolvency, as the former is a separate and distinct and for it to continue its business entity from FISLAI. would involve probable loss to its depositors and creditors. The unofficial merger between FISLAI and b. MB ordered the liquidation of MSLAI, DSLAI (MSLAI) did not take effect with PDIC as its liquidator. considering that the merging companies did not comply with the formalities for a It appears that prior to MSLAI’s closure, Uy, a merger and consolidation as prescribed by creditor, filed with RTC, an action for the Corporation Code. collection sum of money against FISLAI. ISSUES: RTC: issued a summary decision in favor of 1. W/N there was a valid merger Uy, directing FISLAI to pay the amount owed between FISLAI and DLSAI (MSLAI). to her. Such was affirmed by the CA. [NO] 2. W/N there was a novation of the As a result of this, the sheriff levied on 6 obligation by substituting the person parcels of land owned by FISLAI resulting to of the debtor. [NO] the commencement of a public auction.
HELD 1: Ordinarily, in the merger of two or more Clearly, the merger shall only be effective existing corporations, one of the upon the issuance of a certificate of merger corporations survives and continues the by the SEC, subject to its prior determination combined business, while the rest are that the merger is not inconsistent with the dissolved and all their rights, properties, and Corporation Code or existing law. liabilities are acquired by the surviving corporation. APPLICATION TO THE CASE In this case, it is undisputed that the articles Although there is a dissolution of the of merger between FISLAI and DSLAI were absorbed or merged corporations, there is not registered with the SEC due to no winding up of their affairs or liquidation of incomplete documentation. Consequently, their assets because the surviving the SEC did not issue the required certificate corporation automatically acquires all their of merger. Even if it is true that the Monetary rights, privileges, and powers, as well as their Board of the Central Bank of the Philippines liabilities. recognized such merger, the fact remains that no certificate was issued by the SEC. The merger, however, does not become effective upon the mere agreement of the Such merger is still incomplete without the constituent corporations. certification. The issuance of the certificate of merger is crucial because not only does it Since a merger or consolidation involves bear out SEC’s approval but it also marks fundamental changes in the corporation, as the moment when the consequences of a well as in the rights of stockholders and creditors, there must be an express provision of the members or of stockholders of law authorizing them representing two-thirds of the outstanding capital stock will be needed. Appraisal The steps necessary to accomplish a merger rights, when proper, must be respected. or consolidation, as provided for by the Corporation Code1 (3) Execution of the formal agreement, referred to as the articles of merger o[r] consolidation, by the corporate officers of 1 (1) The board of each corporation draws each constituent corporation. These take up a plan of merger or consolidation. Such the place of the articles of incorporation of plan must include any amendment, if the consolidated corporation, or amend the necessary, to the articles of incorporation of the surviving corporation, or in case of articles of incorporation of the surviving consolidation, all the statements required in corporation. the articles of incorporation of a corporation. (4) Submission of said articles of merger or consolidation to the SEC for approval. (2) Submission of plan to stockholders or members of each corporation for approval. (5) If necessary, the SEC shall set a hearing, A meeting must be called and at least two notifying all corporations concerned at least (2) weeks’ notice must be sent to all two weeks before. stockholders or members, personally or by registered mail. A summary of the plan must (6) Issuance of certificate of merger or be attached to the notice. Vote of two consolidation. thirds merger take place. By operation of law, Assignment wherein FISLAI assigned its assets upon the effectivity of the merger, the and properties to DSLAI, and the latter absorbed corporation ceases to exist but its assumed all the liabilities of the former. rights and properties, as well as liabilities, shall be taken and deemed transferred to As provided in Article 1625 of the Civil Code, and vested in the surviving corporation.The “an assignment of credit, right or action shall same rule applies to consolidation which produce no effect as against third persons, becomes effective not upon mere unless it appears in a public instrument, or agreement of the members but only upon the instrument is recorded in the Registry of issuance of the certificate of consolidation Property in case the assignment involves by the SEC. real property.” The certificates of title of the subject properties were clean and When the SEC, upon processing and contained no annotation of the fact of examining the articles of consolidation, is assignment. satisfies that the consolidation of the corporations is not inconsistent with the Respondents cannot, therefore, be faulted provisions of the Corporation Code and for enforcing their claim against FISLAI on existing laws, it issues a certificate of consoli- the properties registered under its name. dation which makes the reorganization Accordingly, MSLAI, as the official. successor-in-interest of DSLAI, has no legal standing to annul the execution sale over The new consolidated corporation comes the properties of FISLAI. into existence and the constituent corporations are dissolved and cease to HELD 2: exist there being no merger between FISLAI It is a rule that novation by substitution of and DSLAI (now MSLAI), for third parties such debtor must always be made with the as respondents, the two corporations shall consent of the creditor. not be considered as one but two separate corporations. APPLICATION TO THE CASE There was no showing that Uy, the creditor, A corporation is an artificial being created gave her consent to the agreement that by operation of law. It possesses the right of DSLAI (MSLAI) would assume the liabilities of succession and such powers, attributes, and FISLAI. Such agreement cannot prejudice properties expressly authorized by law or Uy. Thus, the assets that FISLAI transferred to incident to its existence. DSLAU remained subject to execution to satisfy the judgment claim of Uy against It has a personality separate and distinct FISLAI. The subsequent sale of the property from the persons composing it, as well as to Uy to Willkom, and one of the properties from any other legal entity to which it may by WIllkom to Go, cannot, therefore, be be related. Being separate entities, the questioned by MSLAI. property of one cannot be considered the property of the other.
Thus, in the instant case, as far as third parties are concerned, the assets of FISLAI remain as its assets and cannot be considered as belonging to DSLAI and MSLAI, notwithstanding the Deed of