Case Digest (G.R. No. 166282)
Facts:
In Heirs of Fe Tan Uy (represented by Manling Uy Lim) v. International Exchange Bank and Goldkey Development Corporation v. International Exchange Bank (G.R. Nos. 166282–83, February 13, 2013), respondent International Exchange Bank (“iBank”) granted a total of ₱24,938,898.08 in loans to Hammer Garments Corporation (“Hammer”) from June 23 to September 3, 1997, under a ₱25 million omnibus line of credit effective March 23, 1996. These advances were secured by a ₱9 million real estate mortgage executed July 1, 1997 by Goldkey Development Corporation (“Goldkey”) over its properties, and by a ₱25 million surety agreement signed April 15, 1996 by Manuel Chua and his wife Fe Tan Uy (“Uy”), later found to bear Uy’s forged signature. Hammer defaulted and iBank foreclosed on Goldkey’s mortgage, yielding ₱12 million and leaving a deficiency of ₱13,420,177.62. On December 16, 1997, iBank filed a complaint for sum of money in the Makati RTC against Hammer, Chua, Uy, and Goldkey. Hammer andCase Digest (G.R. No. 166282)
Facts:
- Loan Transactions
- From June 23, 1997 to September 3, 1997, International Exchange Bank (iBank) granted Hammer Garments Corporation (Hammer) nine separate loans totaling ₱24,938,898.08, evidenced by promissory notes dated June 23, July 24, July 25, August 1 (two notes), August 14, August 21 (two notes), and September 3, 1997.
- The loans were made pursuant to a March 23, 1996 Letter-Agreement granting Hammer a ₱25 million omnibus credit line.
- Securities for the Loans
- A ₱9 million third-party real estate mortgage executed July 1, 1997 by Goldkey Development Corporation (Goldkey) over several of its properties.
- A ₱25 million surety agreement signed April 15, 1996 by Manuel Chua and his wife Fe Tan Uy (Uy).
- Default, Foreclosure, and Deficiency
- By October 28, 1997 Hammer’s unpaid balance with iBank reached ₱25,420,177.62.
- Hammer defaulted; iBank foreclosed the Goldkey mortgage, selling the properties for ₱12 million and leaving a ₱13,420,177.62 deficiency.
- Trial Court Proceedings
- On December 16, 1997 iBank sued Hammer, Manuel Chua, Uy, and Goldkey for the deficiency.
- Hammer and Chua defaulted. Uy denied executing the surety agreement; Goldkey denied liability as a separate corporation.
- The RTC granted preliminary attachment, served notices, and rendered judgment on December 27, 2000:
- Declared Uy’s signature on the surety agreement forged but held her liable as officer and stockholder of Hammer.
- Pierced Goldkey’s corporate veil, finding Goldkey and Hammer one and the same (family ownership, shared office, commingled assets, simultaneous cessation).
- Ordered Uy, Chua, Hammer, and Goldkey jointly and severally liable for ₱13,420,177.62.
- Appellate Proceedings
- The Court of Appeals (CA) on August 16, 2004 affirmed the RTC, finding petitioners acted in bad faith and defrauded iBank with falsified financial statements.
- Separate CA resolutions on December 2, 2004 denied motions for reconsideration.
- Supreme Court Review
- Two consolidated Rule 45 petitions by Uy’s heirs and by Goldkey.
- Simplified issues presented for resolution.
Issues:
- Whether Fe Tan Uy, as officer and stockholder of Hammer, may be held personally liable for Hammer’s loan obligations when no bad faith or gross negligence is pleaded and proven.
- Whether Goldkey Development Corporation may be held liable for Hammer’s unpaid loans as Hammer’s alter ego, justifying piercing of its corporate veil.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)