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TAN TIONG BIO v.

CIR CS was later substituted by its officers and directors (petitioners


G.R. No. L-15778/APR 23,1962 / BAUTISTA-ANGELO, J./CORPO/ECPPOTIAN herein).
NATURE Appeal from CTA decision CTA: (1)Denied Collectors motion. On the ground that cannot be
PETITIONERS Tan Tiong Bio, Yu Khe Thai [pres], Alfonso Sycip, Dee Hong legally done it appearing that the syndicate is already a non-
Lue, Lim Shui Ty, Sy Seng Tong [treas] , Sy En, Co Giap and David Sycip existing entity due to the expiration of its corporate existence (2)
RESPONDENTS CIR dismissed syndicates appeal primarily on the ground that the
Central Syndicate has no personality to maintain the action then
SUMMARY. The corporation was assessed payment of deficiency sales pending before it.
taxes and surcharge. Its defense was that the petitioners as successors-in- From this order the syndicate appealed to the Supreme Court
interest could not be held liable for the same because the corporation was wherein it intimated that the appeal should not be dismissed
dissolved already. The court applied American jurisprudence particularly because it could be substituted by its successors-in-interest.
the trust fund doctrine. The creditor of a dissolved corporation may follow Petitioners appealed but CTA dismissed the appeal because
its assets once they passed into the hands of the stockholders. Its of lack of personality of CS (it was liquidated at that time) but
dissolution does not extinguish the debts due or owing to it. then it was petitioners who intimated that the appeal
DOCTRINE. The creditor of a dissolved corporation may follow its assets should not be dismissed because as successors-in-interest,
once they passed into the hands of the stockholders. they validly substituted CS. CTA held them solidarily liable.

FACTS ISSUES & RATIO.


THE CORPORATION: Central Syndicate (!!!) aka CS was 1. WON CS is the importer of the goods? YES, with DHL acting as
incorporated on Aug. 15, 1946 with ACS of 500k, 200k of which its agent
was subscribed. Its General Manager is David Sycip The scheme was done to minimize incidental expenses and taxes
THE MYSTERIOUS TRANSACTION: Dee Hong Lue (DHL)
bought from Foreign Liquidation Commission (FLC) surplus goods Defense of CS: It was DHL who imported the products and who sold the
which the court called as mysterious pile for P1.25M. Five days same to them. It was merely assuming its tax liability as part of the
after the incorporation of CS, it bought the pile from DHL for the consideration of the sale.
same amount.
Allegedly as part of the consideration of the sale, CS assumed However the court held that DHL purchased the same as an agent of the
DHLs obligation to pay the sales tax. It remitted to CIR P43,750 as corporation which was being organized at that time. The transaction was
payment for the sales tax. devised that way to evade payment of greater percentage tax. The court
After two years from its incorporation, the corporation was used the following observations by the lower court in arriving at this
liquidated with its assets distributed to its stockholders. conclusion:
CS sent a letter to the Collector of Internal Revenue advising the 1. It was admitted that the general manager and other officers of CS
latter that (1) it purchased from Dee Hong Lue the surplus who picked up the goods from the delivery point.
properties which the said Dee Hong Lue had bought from the 2. There was a letter from the president of the company and its
Foreign Liquidation Commission (2) that it assumed Dee Hong biggest stockholder admitting that DHL acted as a mere agent and
Lue's obligation and would pay a portion of the sales tax on said held on to the surplus goods in trust until the formal turnover to
surplus goods (3) it was paying P43,750.00 in behalf of Dee Hong the corporation when the same was organized and incorporated.
Lue as deposit to answer for the payment of said sales tax 3. The pile was paid from pooled money of the petitioners, with DHL
CS again wrote the Collector requesting a refund of P1,103.28 only contributing P69,000 of the purchase price. However there
representing excess payment of sales tax due to reduction of the was no proof that DHL ever returned the loan from the petitioners.
purchase price. (A/N: Kaya mysterious pile kasi along the course of 4. The corporation only had ACS of P500k, only P200k was
investigation may nahanap pa daw na mga guns sa pile of goods). subscribed. How can it buy the surplus products? There was no
CIR: CS was the importer and original seller of the surplus goods in evidence of other financial indebtedness. Note that the purchase
question and, therefore, the one liable to pay the deficiency sales price was P1.25M! Also the corporation was newly incorporated,
tax (P33,797.88). The Collector denied the request of the syndicate how can it raise such an amount in 5 days??
for the refund. Upon its investigation, it was found that DHL 5. DHL was the smallest stockholder of the corporation,
purchased the goods as trustee of CS which was in the process of owning only 1/25 of the shares. If he paid the purchase price of
incorporation at the time the sale was made. It was the general P1.25M why such a small share? He can technically own the entire
manager of CS and its officers who picked up the goods from its company by transferring the goods to the corporation in exchange
delivery point in Leyte. of share so why only 1/25?
6. General Manager executed a certificate adopting the purchase of
DHL as purchase of the corporation.
Considering all these circumstances, it was the corporation who is the
importer of such goods, and is therefore liable to pay the sales tax.

2. [MAIN] WON the sales tax of CS as having been dissolved already,


can be passed on to the petitioners? YES. Trust fund doctrine
also applies for the benefits received by the stockholders
as payment of taxes due to the government.

Petitioners: We cant be held liable because the corporation was already


defunct. There is no statutory provision allowing the govt to proceed
against the stockholders as transferees of the corporate asset upon
liquidation. And even assuming that they are liable, it is not solidary but is
limited only to the benefits derived by them.

SC: Nope. Eh kayo na nga yung humingi in the first place na ma-substitute
para hindi madismiss yung appeal niyo sa CTA. Ang kapal niyo. Estopped
kayo.

More importantly, the court applied American jurisprudence (kasi of


American origin ang corporation code natin) and ruled that the creditor
of a dissolved corporation may follow its assets once they passed
into the hands of the stockholders. Its dissolution does not
extinguish the debts due or owing to it. This is in the nature of a
TRUST FUND.

As to the government, it cant collect from a defunct corporation but it


does not lose its right to collect taxes by mere dissolution of the
corporation. The court applied the same and likened it to the right of govt
to collect taxes from the estate of the deceased from his administrator.

As applied, the syndicate realized a net profit of almost P230k. Its


transaction was the only transaction undertaken. There being no evidence
to the contrary, the conclusion is that the said net profit remained intact
and was distributed among the stockholders when the corp was liquidated.
As beneficiaries of the same, petitioners are liable to pay the taxes.

DECISION. CTA affirmed