Case Digest (G.R. No. 157549)
Facts:
Donnina C. Halley v. Printwell, Inc., G.R. No. 157549, May 30, 2011, the Supreme Court Third Division, Bersamin, J., writing for the Court.The respondent, Printwell, Inc., is a commercial and industrial printer that, between October 11, 1988 and July 12, 1989, supplied printing services to Business Media Philippines, Inc. (BMPI) on thirty-day credit, producing invoices and delivery receipts totaling P316,342.76. BMPI paid only P25,000.00; Printwell sued BMPI in the Regional Trial Court (RTC), Branch 71, Pasig City, for the unpaid balance (initial claim P291,342.76). Printwell later amended its complaint (Feb. 8, 1990) to implead BMPI’s original stockholders and incorporators (including petitioner Donnina C. Halley) to recover unpaid subscriptions alleged to total P562,500.00.
At incorporation (Nov. 12, 1987) BMPI had authorized capital of P3,000,000.00; 75,000 shares were initially subscribed. The petitioner's original subscription was 35,000 shares. The impleaded stockholders produced documents they said proved full payment of subscriptions, including several BMPI official receipts (among them OR No. 227, assertedly for petitioner), audit reports, tax returns, bank passbook entries and journal vouchers. The defendants contended BMPI had a separate personality and that some subscriptions had been paid; they also alleged corporate dissolution steps had been taken.
The RTC (Nov. 3, 1993) rejected the stockholders’ proof of payment—finding irregularities in the issuance and sequencing of several ORs and concluding the corporate personality was being used to evade obligations—and applied the trust fund doctrine to hold the stockholders liable pro rata; it rendered judgment in favor of Printwell for P291,342.76 with 20% interest from date of default and P30,000 attorney’s fees. The Court of Appeals (CA) affirmed (Aug. 14, 2002), upholding both the piercing of the corporate veil and the invocation of the trust fund doctrine, and agreeing that the stockholders had failed to sustain proof of full payment. Several defendants filed motions for reconsideration; the CA denied them.
Only Donnina C. Halley elevated the case to the Supreme Court by a petition for review on certiorari (Rule 45), challenging (1) the RTC’s alleged wholesale copying of Printwell’s memorandum in violation of Section 14, Article VIII of the Constitution and Section 1, R...(Pro-only)
Issues:
- Did the RTC violate Section 14, Article VIII of the Constitution and Section 1, Rule 36 of the Rules of Court by allegedly copying Printwell’s memorandum into its decision, thereby depriving petitioner of adequate findings?
- Was it proper to pierce the corporate veil and hold petitioner personally liable for BMPI’s debt?
- Was the trust fund doctrine properly applied and were the petitioner’s subscriptions shown to be unpaid so as to make her liable; and what is the p...(Pro-only)
Ruling:
- (Pro-only)
Ratio:
- (Pro-only)
Doctrine:
- (Pro-only)