Case Summary (G.R. No. 119053)
Loan Agreement and Subsequent Agreements
On August 15, 1985, Amancor, Inc. contracted a loan for P1,000,000.00 from Metropolitan Bank and Trust Company, guaranteed by the real estate properties owned by petitioner. Subsequently, on June 14, 1988, a Memorandum of Agreement was executed between petitioner and Lhuilliier where they both acquired 47% of the shares in Amancor. Due to an urgent capital need, they entered another agreement on February 13, 1989, where Lhuilliier committed to invest additional capital in Amancor. Further, a Supplemental Memorandum of Agreement was executed on March 11, 1989, which included significant stipulations regarding the repayment of the corporation’s loans.
Payment Agreement and Legal Action
Pursuant to the stipulations in the Supplemental Agreement, petitioner assumed liability for P300,000.00 of Amancor’s loan with the requirement that Amancor would pay him interest on this amount at prevailing bank rates. Due to Amancor's failure to repay the remaining balance of P199,888.89, petitioner initiated a legal complaint in the Regional Trial Court of Cebu City against both Amancor and Lhuilliier in Civil Case No. CEB-9801.
Pre-Trial Conference and Court Decision
During the pre-trial, all parties, represented by their respective counsels, acknowledged the execution and authenticity of the agreements involved and stipulated that Lhuilliier's personal liability was questioned along with the applicable interest rates. The trial court ultimately ruled in favor of the petitioner, ordering Amancor to settle the owed amount with interest, but absolved Lhuilliier of personal liability.
Appeal to the Court of Appeals
Petitioner appealed this ruling, arguing that since Lhuilliier signed the agreements without Amancor's participation, he should be deemed jointly and severally liable with Amancor. The Court of Appeals upheld the trial court’s ruling, finding that the obligation was solely that of Amancor as a legal entity and that Lhuilliier acted merely as its agent.
Judicial Admissions and Legal Standards
Petitioner contended that Lhuilliier had made judicial admissions in his answer, claiming personal liability; however, this assertion was challenged based on Rule 129, Section 4 of the Rules of Court. This rule states that admissions made during proceedings are conclusive unless proven otherwise due to palpable mistake or absence of such admissions.
Contextual Analysis of Admissions
The court found that petitioner had misrepresented Lhuilliier's admissions by isolating parts of his answer from the broader context. The court indicated that Lhuilliier’s entire answer refuted any claim of personal liability for corporate debts, emphasizing that obligations were to be fulfilled by Amancor. Therefore, the legal principle surrounding judic
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Case Overview
- This case involves a petition for review on certiorari filed by Florentino L. Atillo III against the Court of Appeals and the respondents Amancor, Inc. and Michell Lhuillier.
- The case number is G.R. No. 119053 and the decision was promulgated on January 23, 1997.
- The controversy centers around a loan agreement and the liability of Lhuillier for the obligations of Amancor, Inc.
Background Facts
- On August 15, 1985, Amancor, Inc., owned by petitioner Atillo, secured a loan of P1,000,000.00 from Metropolitan Bank and Trust Company, secured by real estate properties owned by Atillo.
- On June 14, 1988, a Memorandum of Agreement was executed between Atillo and Lhuillier, wherein Lhuillier purchased shares of stock in Amancor, resulting in both owning 47% of the company.
- The financial struggles of Amancor led to a subsequent Memorandum of Agreement on February 13, 1989, wherein Lhuillier agreed to invest additional capital.
- An addendum, the Supplemental Memorandum of Agreement dated March 11, 1989, allowed Atillo to dispose of certain properties, involving a pre-payment of Amancor's loan, which Atillo assumed amounted to P300,000.00.
Legal Proceedings
- Atillo filed a complaint for collection of a sum of money against Amancor and Lhuillier due to non-payment of the remaining obligation of P199,888.89 after d