Case Digest (G.R. No. 45486)
Facts:
Tiburcio Sumera, as Receiver of the Corporation "Devota de Nuestra Senora de la Correa" v. Eugenio Valencia, G.R. No. 45485, May 03, 1939, the Supreme Court En Banc, Villa-Real, J., writing for the Court.In 1920 a corporation styled Devota de Nuestra Senora de la Correa was organized in Paombong, Bulacan for the promotion of the fishing industry for a term of twenty years. While the corporation operated, an audit on petition of several stockholders disclosed that Eugenio Valencia, the corporation’s manager, had withdrawn P600 from the corporate funds.
A petition for voluntary dissolution was filed on September 26, 1927 (docketed CFI Bulacan No. 3560). The Court of First Instance approved the voluntary dissolution by order dated February 14, 1928, directed liquidation of corporate assets, and appointed Damaso P. Nicolas as assignee. Nicolas demanded the return of the P600 from Valencía on December 7 and 13, 1928; Valencía promised payment in May 1929 but only paid P200, leaving P400 unpaid.
Nicolas resigned and was replaced by Tiburcio Sumera as assignee. Sumera moved the court to compel Valencia to deliver the remaining P400; the Court of First Instance denied that motion by order of March 5, 1936, but reserved the assignee’s right to bring a proper action. On June 5, 1936, Sumera, as assignee, filed suit against Valencia for recovery of P400 with 12% interest from 1927 and P100 as indemnity, grounding the claim on an exhibit (Exhibit X) wherein Valencia had admitted withdrawal of P600.
Valencia answered denying the allegations, generally denying Exhibit X’s genuineness under oath, and counterclaimed P200 damages. With leave, he later pleaded prescription as a new defense. At pretrial the parties stipulated (1) Valencia admitted Exhibit X was genuine and executed May 28, 1927; (2) he paid P200 to Nicolas; (3) P400 remained unpaid despite repeated demands; and (4) the factual issues to be tried were whether Valencia had invested the P400 in repairing a fish pond and whether plaintiff’s action had prescribed.
After trial the Court of First Instance rendered judgment on October 14, 1936 ordering Valencia to pay P400 with legal interest from filing of the complaint (June 5, 1936), and overruling the counterclaim. On reconsideration called by defendant, the court, by order of November 2, 1936, amended its decision to sustain Valencia’s prescription defense under section 77 of Act No. 1459 (the Corporation Law) and dismissed the action without costs, reasoning that actions by or against a dissolved corporation must be brought within three years after dissolution.
Sumera appealed. The record shows timely procedural steps: motion for reconsideration and new trial filed November 27, 1936; denial of the motion December ...(Pro-only)
Issues:
- Was the appeal timely under the procedural rules applicable to appeals from the Court of First Instance?
- Did Section 77 of Act No. 1459 bar the assignee’s action for recovery of corporate funds more than three years after the corporation’s dissolution, or may an assignee or receiver sue to liquidate corporate assets bey...(Pro-only)
Ruling:
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Ratio:
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Doctrine:
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