G.R. No. 207161 - Y-I Leisure Phils., Inc. vs. Yu

Mt. Arayat Development Co., Inc. (MADCI), a real‐estate developer, offered golf and country club shares at ₱550 per share in 1997. Businessman James Yu purchased 500 golf and 150 country club shares (total ₱650,000), paid by 14 bank checks.
Upon full payment, Yu found no golf course project; by letter dated February 5, 2000, he demanded refund of ₱650,000. MADCI acknowledged the investment but did not refund.

On August 14, 2000, Yu filed with the RTC a complaint for collection of sum of money and damages with prayer for preliminary attachment against MADCI and its president Rogelio Sangil (Sangil).
Sangil’s answer: Yu dealt with MADCI only; Sangil personally did not benefit; refund blocked by new officers. MADCI’s answer: Sangil, under a May 29, 1999 Memorandum of Agreement (MOA) with petitioner Yats International Ltd. (YIL), undertook to redeem proprietary shares and settle all refund claims.

Yu amended complaint impleading YIL, Y-I Leisure Philippines, Inc. (YILPI), and Y-I Clubs & Resorts, Inc. (YICRI). He discovered in the Pampanga Registry of Deeds that MADCI’s 120-hectare land was sold to petitioners in fraud of creditors, without board and stockholder approval under Section 40, Corporation Code.
Petitioners’ answer: YIL subscribed 40% of MADCI’s stock only in 1999; as mere stockholder they owe no corporate liabilities. Transfers to YILPI and YICRI complied with the MOA and were not fraudulent.

MOA terms: Sangil controlled 60% of MADCI; YIL subscribed 40% for ₱31 million upon securing permits; YIL paid ₱500,000 to minority shareholders; Sangil to redeem third-party shares or settle claims, failing which YIL could sell the 120-hectare land under a special power of attorney.
Evidence showed Sangil defaulted; lands sold to YICRI for ₱9.3 million. MADCI had no other properties after sale. YIL’s managing director testified YIL’s interest was the golf-course project and that the sale was to secure its investment.
RTC (Aug 31, 2010): Held MADCI and Sangil jointly and severally liable to refund Yu (₱650,000.04 plus interest and ₱50,000 attorney’s fees); dismissed case against petitioners.

CA (Jan 30, 2012; mod. Apr 29, 2013): Upheld liability of MADCI and Sangil; modified RTC ruling to hold petitioners jointly and severally liable with MADCI and Sangil for Yu’s claim under Section 40 and the Caltex doctrine.
Petitioners filed certiorari under Rule 45 challenging imposition of liability absent fraud and express assumption.

Does the transfer of all or substantially all of MADCI’s assets to petitioners under Section 40, Corporation Code, carry with it the assumption of MADCI’s liabilities by petitioners, even in the absence of fraud or express assumption of debt?

Can petitioners rely on the MOA’s stipulation making Sangil solely responsible for third-party refund claims?
Is the novation in the MOA effective against Yu without his consent?