Title
Caram, Jr. vs. Court of Appeals
Case
G.R. No. L-48627
Decision Date
Jun 30, 1987
Petitioners, subsequent investors in a corporation, were not personally liable for compensation claims by a consultant whose services were contracted by others during pre-organization stages.
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Case Digest (G.R. No. L-48627)

Facts:

  1. Background of the Case:

    • Petitioners Fermin Z. Caram, Jr. and Rosa O. de Caram were among the defendants in a case involving the organization of Filipinas Orient Airways.
    • The private respondent, Alberto V. Arellano, claimed compensation for preparing a project study and providing technical services that led to the formation of the corporation.
  2. Role of the Parties:

    • The project study was prepared by Arellano at the request of defendants Barretto and Garcia, who were involved in the pre-organization stages of the corporation.
    • The study was later presented to the petitioners (Caram and de Caram) to convince them to invest in the proposed airline.
    • The petitioners became major stockholders and officers of the corporation after its formation.
  3. Lower Court Decision:

    • The lower court held all defendants, including the petitioners, jointly and severally liable to pay Arellano P50,000 for the project study and technical services, plus P10,000 in attorney’s fees.
  4. Petitioners’ Argument:

    • The petitioners argued that they had no contract with Arellano and were merely subsequent investors in the corporation.
    • They contended that they should not be held solidarily liable with the corporation or their co-defendants (Barretto and Garcia), who were the ones who requested Arellano’s services.

Issue:

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Ruling:

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Ratio:

  1. No Contractual Relationship:

    • The petitioners did not contract Arellano’s services. The services were requested by Barretto and Garcia, who were the main promoters of the corporation.
    • The petitioners were merely presented with the results of the project study to persuade them to invest in the corporation.
  2. Separate Juridical Personality of the Corporation:

    • The Filipinas Orient Airways was a bona fide corporation with a separate juridical personality.
    • As such, the corporation alone should be liable for its corporate acts, and the petitioners, as stockholders, should not be held personally liable for the corporation’s obligations.
  3. Benefit Does Not Imply Liability:

    • While the petitioners benefited from the project study, this does not justify holding them personally liable for Arellano’s claims.
    • Extending liability to all stockholders, regardless of their involvement in the pre-organization stages, would be unreasonable.
  4. No Solidary Liability:

    • The petitioners were not involved in the initial stages of the corporation’s formation.
    • The Court found no basis to impose solidary liability on the petitioners, as they were not parties to the agreement for Arellano’s services.

Conclusion:

The Supreme Court granted the petition and declared the petitioners not liable under the challenged decision. The Court emphasized that the petitioners, as mere investors, should not be held personally liable for obligations arising from services they did not contract.


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