Case Digest (G.R. No. 223572) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
In Donnina C. Halley v. Printwell, Inc. (G.R. No. 157549, May 30, 2011), petitioner Donnnina C. Halley was an incorporator and director of Business Media Philippines, Inc. (BMPI), a corporation organized on November 12, 1987 with an authorized capital of ₱3,000,000 in 300,000 shares. Seventy-five thousand shares were initially subscribed, including 35,000 by Halley (₱350,000 subscription, ₱87,500 paid). BMPI commissioned respondent Printwell, Inc. for magazine printing on 30-day credit. Between October 11, 1988 and July 12, 1989, BMPI incurred ₱316,342.76 in printing charges but paid only ₱25,000. On January 26, 1990 Printwell sued BMPI in the Pasig RTC for ₱291,342.76, and on February 8, 1990 amended the complaint to implead Halley and other stockholders for unpaid subscriptions totaling ₱562,500. Defendants claimed full payment and invoked BMPI’s separate personality, submitting official receipts, financial statements, tax returns, and audit reports. On November 3, 1993... Case Digest (G.R. No. 223572) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Incorporation and Capital Stock of BMPI
- Business Media Philippines, Inc. (BMPI) was incorporated on November 12, 1987 with an authorized capital stock of ₱3,000,000 divided into 300,000 shares at ₱10 par value each.
- Five incorporators subscribed to 75,000 shares (₱750,000), paying only ₱187,500:
- Donnina C. Halley – 35,000 shares (₱350,000), paid ₱87,500
- Roberto V. Cabrera, Jr. – 18,000 shares (₱180,000), paid ₱45,000
- Albert T. Yu – 18,000 shares (₱180,000), paid ₱45,000
- Zenaida V. Yu – 2,000 shares (₱20,000), paid ₱5,000
- Rizalino C. Vineza – 2,000 shares (₱20,000), paid ₱5,000
- BMPI’s Credit Transactions with Printwell, Inc.
- BMPI commissioned Printwell for printing a magazine and related materials from October 11, 1988 to July 12, 1989, generating invoices totaling ₱316,342.76.
- BMPI paid only ₱25,000, resulting in an unpaid balance of ₱291,342.76.
- Printwell’s Lawsuit and Impleader of Stockholders
- Printwell sued BMPI on January 26, 1990 for the ₱291,342.76 balance.
- On February 8, 1990, it amended the complaint to implead original stockholders to recover their unpaid subscriptions totaling ₱562,500.
- Defendants’ Answer and Proof of Payment
- Stockholders denied liability, claiming full payment and corporate separateness; they submitted seven official receipts, financial statements, tax returns, journal vouchers, deposit slips, and a bank passbook.
- They also asserted a board resolution to dissolve BMPI and noted an assignment of shares by Rizalino Vineza.
Issues:
- Did the RTC violate constitutional and procedural requirements by copying the plaintiff’s memorandum and failing to state the facts and law clearly?
- Was it proper to pierce the corporate veil and hold stockholders personally liable for BMPI’s debts?
- Did the trust fund doctrine apply despite alleged full payment of subscriptions by the stockholders?
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)