Case Digest (G.R. No. 157549)
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. 157549)
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)