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14 REYES V.

BANCOM (AGAPITO)
January 11, 2018 | SERENO, C.J. | Revocation of Certificate does not Justify FACTS: (6-9 are the only important facts; others are related to obli 2nd issue)
Abatement of Case 1.   Reyes, Jr., Rosario R. Du, Olivia Arevalo, and the two petitioners herein,
Ramon E. Reyes and Clara R. Pastor (Reyes Group), agreed to guarantee the
PETITIONER: RAMON E. REYES AND CLARA R. PASTOR full and due payment of obligations incurred by Marbella under an
RESPONDENTS: BANCOM DEVELOPMENT CORP. Underwriting Agreement with Bancom Development Corporation (Bancom).
These obligations included certain Promissory Notes issued by Marbella in
SUMMARY: favor of Bancom.
Bancom filed a case of collection of sum of money with damages against the Reyes 2.   The Reyes Group, is the owner of the parcel of land to be utilized for the
Group for it agreed to guarantee the full and due payment of obligations incurred by condominium project and Fereit Realty Development Corporation (Fereit), a
Marbella under an Underwriting Agreement with Bancom Development sister company of Bancom, is the construction developer and project
Corporation. While the case was pending in the CA, Abella Concepcion Regala & manager. This venture, however, soon encountered financial difficulties.
Cruz Law Firm withdrew from being the counsel of Bancom for it had "totally lost 3.   Marbella was unable to pay back the notes at the time of their maturity.
contact" with its client. The law firm also informed the CA that the client has Subsequently, Bancom filed a Complaint for Sum of Money against (a)
undergone a merger with another entity. CA, nonetheless, ruled in favor of Bancom. Marbella as principal debtor; and (b) the individuals comprising the Reyes
Subsequently, the Reyes group filed an MR, arguing among others that the action Group as guarantors of the loan.
must be considered abated pursuant to Section 122 of the Corporation Code. They 4.   Marbella and the Reyes Group argued that they had been forced to execute
pointed out that the Certificate of Registration issued to Bancom had been revoked the documents against their will and that the documents should be interpreted
by the SEC on 31 May 2004, and that no trustee or receiver had been appointed to in relation to the earlier Marbella II contracts (Marbella II is a condo project
continue the suit; in fact, even Bancom's former counsel was compelled to withdraw along Roxas Boulevard) entered into by Bancom; that the Promissory Notes
its appearance from the case, as it could no longer contact the corporation. The SEC were not meant to be binding, given that the funds released to Marbella by
confirmed such revocation. The issue now is w/n the present suit should be deemed Bancom were not loans, but merely additional financing.
abated by the revocation by the SEC of the Certificate of Registration issued to 5.   The RTC held Marbella and the Reyes Group solidarily liable to Bancom.
Bancom. The SC held no the revocation of Bancom's Certificate of Registration does 6.   Marbella and the Reyes Group appealed the RTC ruling to the CA. While
not justify the abatement of the proceedings. The mere revocation of the charter of a pending, Abella Concepcion Regala & Cruz moved to withdraw its
corporation does not result in the abatement of proceedings. Since its directors are appearance in the case as counsel for Bancom because it had "totally lost
considered trustees by legal implication (See: Clemente v. CA), the fact that Bancom contact" with its client despite serious efforts on the part of the former to get
did not convey its assets to a receiver or assignee was of no consequence. It must in touch with its officers. The law firm also alleged that it had "received
also be emphasized that under Section 145, the dissolution of a creditor-corporation reports that the client has undergone a merger with another entity," thereby
does not extinguish any right or remedy in its favor. making its authority to represent the corporation subject to doubt. CA,
nonetheless denied the appeal of the Reyes Group.
DOCTRINE: 7.   The Reyes group is now arguing that the action must be considered abated
1.   GR: A defunct corporation loses the right to sue and be sued in its name pursuant to Section 122 of the Corporation Code. They pointed out that the
upon the expiration of the three-year period provided by law. (See: Section Certificate of Registration issued to Bancom had been revoked by the
122 of the Corporation Code) Securities and Exchange Commission (SEC) on 31 May 2004, and that no
ER: When a corporation is dissolved and the liquidation of its assets is trustee or receiver had been appointed to continue the suit; in fact, even
placed in the hands of a receiver or assignee, the three-year period shall not Bancom's former counsel was compelled to withdraw its appearance from the
apply and the assignee may institute all actions leading to the liquidation of case, as it could no longer contact the corporation.
the assets of the corporation even after the expiration of three years. (Based 8.   On 23 July 2009, petitioners filed a Supplement to their Motion for
on jurisprudence) Reconsideration. In support of their argument on the abatement of the suit,
2.   The mere revocation of the charter of a corporation does not result in they attached a Certificate of Corporate Filing/Information issued by the
the abatement of proceedings. Directors are considered trustees by SEC. The latter confirmed that Bancom's Certificate of Registration had been
legal implication and the fact that a corporation did not convey its assets revoked on 26 May 2003 for noncompliance with the SEC's reportorial
to a receiver or assignee was of no consequence. requirements.
3.   Under Section 145 of the Corporation Code, dissolution of a creditor- 9.   CA denied the MR. Hence, the case.
corporation does not extinguish any right or remedy in its favor. ISSUE/s:
1.   (IMPT) W/N the present suit should be deemed abated by the revocation by d.   In Gelano v. Court of Appeals, we declared that in the absence of
the SEC of the Certificate of Registration issued to Bancom. - NO a receiver or an assignee, suits may be instituted or continued
2.   W/N the petitioners are liable to Bancom. – YES by a trustee specifically designated for a particular matter, such
as a lawyer representing the corporation in a certain case.
RULING: WHEREFORE, the Petition for Review is hereby DENIED. e.   We also ruled in Clemente v. Court of Appeals, that the board of
directors of the corporation may be considered trustees by legal
RATIO: implication for the purpose of winding up its affairs.
Issue #1 5.   Here, it appears that the SEC revoked the Certificate of Registration issued
1.   No. The revocation of Bancom's Certificate of Registration does not to Bancom on 26 May 2003. Despite this revocation, however, Bancom does
justify the abatement of these proceedings. not seem to have conveyed its assets to trustees or to its stockholders and
2.   Section 122 of the Corporation Code provides that a corporation whose creditors. The corporation has also failed to appoint a new counsel after the
charter is annulled, or whose corporate existence is otherwise terminated, law firm formerly representing it was allowed to withdraw its appearance on
may continue as a body corporate for a limited period of three years, but 1 June 2004. Citing these circumstances, petitioners assert that these
only for certain specific purposes enumerated by law. These include the proceedings should be considered abated.
prosecution and defense of suits by or against the corporation, and other 6.   The SC disagree. It is evident from the foregoing discussion of law and
objectives relating to the settlement and closure of corporate affairs. jurisprudence that the mere revocation of the charter of a corporation
3.   Based on the provision, (GENERAL RULE:) a defunct corporation loses the does not result in the abatement of proceedings. Since its directors are
right to sue and be sued in its name upon the expiration of the three-year considered trustees by legal implication, the fact that Bancom did not
period provided by law. convey its assets to a receiver or assignee was of no consequence. It must
4.   EXCEPTION: also be emphasized that the dissolution of a creditor-corporation does
a.   Jurisprudence, however, has carved out an exception to this rule. In not extinguish any right or remedy in its favor. Section 145 of the
several cases, this Court has ruled that an appointed receiver, an Corporation Code is explicit on this point:
assignee, or a trustee may institute suits or continue pending 7.   Sec. 145. Amendment or repeal - No right or remedy in favor of or against
actions on behalf of the corporation, even after the winding-up any corporation, its stockholders, members, directors, trustees, or officers,
period. nor any liability incurred by any such corporation, stockholders, members,
b.   In Sumera v. Valencia, “…if a receiver or assignee is appointed, as directors, trustees, or officers, shall be removed or impaired either by the
has been done in the present case, with or without a transfer of its subsequent dissolution of said corporation or by any subsequent amendment
properties within three years, the legal interest passes to the or repeal of this Code or of any part thereof.
assignee, the beneficial interest remaining in the members, 8.   As a necessary consequence of the above rule, the corresponding liability of
stockholders, creditors and other interested persons; and said the debtors of a dissolved corporation must also be deemed subsisting. To
assignee may bring an action, prosecute that which has already been rule otherwise would be to sanction the unjust enrichment of the debtor
commenced for the benefit of the corporation, or defend the latter at the expense of the corporation.
against any other action already instituted or which may be Issue #2
instituted even outside of the period of three years fixed for the 9.   As guarantors of the loans of Marbella, petitioners are liable to Bancom.
officers of the corporation. For the foregoing considerations, we 10.   The obligations of Marbella and the Reyes Group under the Promissory Notes
are of the opinion and so hold that when a corporation is and the Continuing Guaranty, respectively, are plain and unqualified. Under
dissolved and the liquidation of its assets is placed in the hands the notes, Marbella promised to pay Bancom the amounts stated on the
of a receiver or assignee, the period of three years prescribed by maturity dates indicated. The Reyes Group, on the other hand, agreed to
section 77 of Act No. 1459 known as the Corporation Law is not become liable if any of Marbella's guaranteed obligations were not duly paid
applicable, and the assignee may institute all actions leading to on the due date. There is absolutely no support for the assertion that these
the liquidation of the assets of the corporation even after the agreements were not meant to be binding. The clear terms of these
expiration of three years. agreements cannot be negated and deemed non-binding simply on the basis
c.   In subsequent cases, the Court further clarified that a receiver or an of the self-serving testimony of Angel Reyes, one of the guarantors of the
assignee need not even be appointed for the purpose of bringing loan.
suits or continuing those that are pending.