Case Digest (G.R. No. 67626) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
In Jose Remo, Jr. v. The Hon. Intermediate Appellate Court and E.B. Marcha Transport Company, Inc., decided April 18, 1989 under G.R. No. 67626, Akron Customs Brokerage Corporation (hereinafter Akron) acquired thirteen cargo trucks from E.B. Marcha Transport Company, Inc. (private respondent) on January 25, 1978 for ₱525,000.00, evidenced by a deed of absolute sale and a side agreement: a ₱50,000.00 down payment to accrue as rentals until the ₱475,000.00 balance was paid within sixty days, failing which it would constitute a chattel mortgage lien, with an optional 30-day extension. Feliciano Coprada, President of Akron, executed a promissory note securing payment from proceeds of a contemplated Development Bank of the Philippines (DBP) loan. After ninety days, no loan materialized and Akron’s rentals were paid intermittently. Two trucks were sold via pacto de retro authorized by a board resolution. Private respondent’s demand letters went unanswered except for pleas of grace and Case Digest (G.R. No. 67626) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Corporate formation and board resolution
- Akron Customs Brokerage Corporation (“Akron”) was duly incorporated under the Corporation Code, with Jose Remo, Jr. among its five‐member board of directors and Lucia Lacaste as Corporate Secretary.
- In December 1977, the board (including Remo) adopted a resolution authorizing the purchase of thirteen (13) cargo trucks, to be financed by a loan from a lending institution.
- Purchase transaction and side agreement
- On January 25, 1978, Feliciano Coprada, as President and Chairman, executed a deed of absolute sale acquiring the 13 trucks from E.B. Marcha Transport Company, Inc. for ₱525,000.
- A side agreement provided for (a) a downpayment of ₱50,000, (b) payment of the ₱475,000 balance within 60 days, (c) accrual of the downpayment as rentals until full payment, and (d) creation of a chattel mortgage lien on default, with an optional 30-day extension.
- Security and default
- Coprada executed a promissory note on behalf of Akron, stating that the balance would be paid from proceeds of a Development Bank of the Philippines (DBP) loan within 60 days.
- No DBP loan was ever applied for; respondent’s May 10, 1978 demand went unanswered except for Coprada’s letters promising payment upon loan release.
- Interim corporate acts and correspondence
- Two trucks were sold under a pacto de retro sale by a board resolution of March 15, 1978.
- Akron paid rentals of ₱500 per day from April 27 to May 31, 1978; thereafter, it ceased payments. Further letters from Coprada (July–December 1978) offered grace periods, partial returns of trucks, and claimed authority from board resolutions.
- Litigation and appellate history
- In December 1978, respondent sued Akron and its officers (including Remo) for recovery of ₱525,000 or return of the trucks. Remo answered denying liability; he defaulted at pretrial.
- While the case was pending, Remo sold his shares in Akron, which amended its articles to become Akron Transport International, Inc., assuming the original liability.
- The Court of First Instance rendered judgment in favor of respondent (Oct. 28, 1980). The IAC initially set aside that decision as to Remo (June 30, 1983) but reinstated it on reconsideration (Feb. 8, 1984). Remo filed this petition for review.
Issues:
- Whether the Intermediate Appellate Court erred in disregarding the corporate fiction and holding petitioner personally liable for the corporation’s obligation.
- Whether the IAC committed grave error by merging the personality of the corporation with that of the petitioner to fix corporate debts on him.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)