G.R. No.
223572, November 10, 2020
FIRST DIVISION
G.R. No. 223572, November 10, 2020
JENNIFER M. ENANO-BOTE, VIRGILIO A. BOTE, JAIME M. MATIBAG, WILFREDO L.
PIMENTEL, TERESITA M. ENANO, Petitioners vs. JOSE CH. ALVAREZ, CENTENNIAL
AIR, INC. and SUBIC BAY METROPOLITAN AUTHORITY, Respondents
FACTS:
Subic Bay Metropolitan Authority (SBMA) entered into a Lease Agreement with
Centennial Air, Inc. (CAIR), for the lease of the subject property located at
Subic Bay International Airport (SBIA), Subic Bay Freeport Zone (SBFZ), for a
period of five (5) years. For the duration of the lease, CAIR became
delinquent and was constantly remiss in the payment of its obligations. As
a result, SMBA demanded CAIR to settle its outstanding obligation. To settle
its account, CAIR proposed a payment scheme for its overdue debts.
However, while an initial payment was received, CAIR never delivered the
post-dated checks to SBMA. Despite repeated demands, CAIR still failed
to comply. Due to continuous refusal to settle its debts, SMBA filed a
Complaint against CAIR and its stockholders for the payment of the
outstanding obligation. The Regional Trial Court (RTC) held that CAIR and
Enano-Bote et. al., its stockholders, are jointly and severally liable to pay SBMA.
The Court of Appeals (CA) affirmed the decision of the the RTC. The CA
applied the trust fund doctrine to make said stockholders personally and
solidarily liable with CAIR for the unpaid rentals claimed by SBMA against CAIR
because of their supposedly unpaid subscriptions in CAIR's capital stock.
ISSUE:
Whether Bote, et al. are personally and solidarily liable with CAIR on the basis
of the trust fund doctrine.
RULING:
No. In the case of Halley v. Printwell, Inc., the Court recognized two instances
when the creditor is allowed to maintain an action upon any unpaid
subscriptions based on the trust fund doctrine: (1) where the debtor
corporation released the subscriber to its capital stock from the obligation of
paying for their shares, in whole or in part, without a valuable consideration, or
fraudulently, to the prejudice of creditors; and (2) where the debtor
corporation is insolvent or has been dissolved without providing for the
payment of its creditors.
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Corporation and Basic Securities Law
G.R. No. 223572, November 10, 2020
Clearly, the first instance finds no relevance in the present case. It is the
second which SBMA, as creditor, may invoke to collect from CAIR's
stockholders for their unpaid subscriptions and apply the same to CAIR's
unpaid rentals. But, as stressed in Halley: "To make out a prima facie case in a
suit against stockholders of an insolvent corporation to compel them to
contribute to the payment of its debts by making good unpaid balances upon
their subscriptions, it is only necessary to establish that the stockholders have
not in good faith paid the par value of the stocks of the corporation."
Unfortunately, SBMA has not even pleaded either insolvency of CAIR or its
dissolution. What is evident in SBMA's complaint is that it is a simple collection
suit. In short, SBMA failed to either allege or prove any of the two grounds
recognized in Halley when the trust fund doctrine may be applied to compel
the stockholders to contribute to the payment of CAIR's debts by compelling
them to pay the unpaid balances upon their subscriptions.
Thus, CAIR is solely liable to plaintiff Subic Bay Metropolitan Authority.
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Corporation and Basic Securities Law
