June 6, 1991
Ponente: Davide, Jr., J.
FACTS:
·
Roberto Jacinto, in his capacity as President
and General Manager of Inland Industries, Inc., entered into a trust receipt
agreement with Metropolitan Bank and Trust Company (entruster). All the goods
covered by the three Letters of Credit and paid for under the Bills of Exchange
were delivered to and received by Inland Industries through Jacinto
(entrustee), who signed for and in behalf of Inland Industries and agreed to
the terms and conditions of three separate trust receipts covering the same
goods.
·
The entrustee defaulted on the agreement,
prompting Metrobank to file an action against both Inland Industries and
Jacinto.
·
Jacinto tried to escape liability and shift
the entire blame under the trust receipts solely and exclusively on Inland
Industries, arguing that he cannot be held solidarily liable with the latter
because he just signed said instruments in his official capacity as president
and that Inland Industries has a juridical personality distinct and separate
from its officers and stockholders.
·
RTC: Held Jacinto and Inland Industries
solidarily liable to pay the principal obligation of P382,015.80 with
interest/charges thereon at the rate of 16 % per annum from January 1, 1979 up to
the time the said amount is fully paid, plus the sum of P20,000.00 as
attorney's fees.
·
CA: Affirmed the RTC ruling in toto.
Jacinto's claim that he only acted in his official capacity as President and
GM is a mere clever ruse and a
convenient ploy to thwart his personal liability therefor by taking refuge
under the protective mantle of the separate corporate personality of Inland
Industries.
·
In his appeal by certiorari filed before the
SC, Jacinto challenged the CA's ruling, arguing that the CA cannot validly
pierce the fiction of corporate identity of Inland Industries because there was
no allegation or prayer demanding the same nor was there any evidence presented
to justify the same.
RULING:
Whether
the corporate veil that enshrouds Inland Industries, Inc. could be validly
pierced. – YES.
·
Jacinto: Argued that he cannot be held
solidarily liable with Inland Industries
because he just signed the Letters of Credit in his official capacity as
president thereof, and that the latter has a juridical personality distinct and
separate from its officers and stockholders. Later on, in a sudden turnabout,
he claimed that it was his wife, Bienvenida Catabas, who was in fact the
President of Inland Industries.
Circumstances cited by the SC showing that Jacinto was practically
the corporation itself:
1.
Jacinto admitted that he and his wife own 52%
of the stocks of Inland Industries;
2. even a
cursory perusal of the stipulation of facts clearly shows that Jacinto acted in
his capacity as President and GM of Inland Industries when he signed said trust
receipts. In fact, all the goods covered by the three Letters of Credit and
paid for under the Bills of Exchange were delivered to and received by Inland
Industries through Jacinto; and
3. Jacinto's
conflicting statements placed in extreme doubt his credibility anent his
alleged participation in said transactions.
·
These circumstances point to the conclusion
that the corporate veil that enshrouds Inland Industries, Inc. could be validly
pierced. This is in keeping with the uniformity of rulings made by the Court
that when the veil of corporate fiction is made as a shield to perpetuate fraud
and/or confuse legitimate issues, the same should be pierced.
Whether
the corporate veil of Inland Industries can be validly pierced even if there
was no allegation or prayer demanding the same. – YES.
·
While
on the face of the complaint there is no specific allegation that Inland
Industries is a mere alter ego of Jacinto, subsequent developments, from the
stipulation of facts up to the presentation of evidence and the examination of
witnesses, unequivocally show that Metrobank sought to prove that Jacinto and
the corporation are one or that he is the corporation.
·
The factual findings of the CA are well-grounded
as the same in fact even include a portion of the very testimony of Jacinto
admitting that he and his wife own 52% of the stocks of Inland Industries.
·
During the duration of the trial, no serious
objection was heard from Jacinto. According to Sec. 5 of Rule 10 of the ROC,
when issues not raised by the pleadings are tried by express or implied consent
of the parties, they shall be treated in all respects, as if they had been
raised in the pleadings.
·
In other words, there is implied consent to
the evidence thus presented when the adverse party fails to object thereto, as
in the present case.