Benito Aratea and Ponciana Canonigo v. Suico (G.R. No. 170284)

Facts:

Samar Mining Development Corporation (SAMDECO) is a domestic corporation engaged in mining operations whose controlling stockholders are herein petitioners. Petitioners armed with the proper board resolution entered and signed an agreement with respondent Suico, a businessman engaged in export and general merchandise, where the latter would extend loans and cash advances to SAMDECO in exchange for the grant of exclusive right to market 50% of the total coal extracted from its mining sites. Suico was also granted the right of first priority to operate the mining facilities should SAMDECO become incapable of coping with the work demands. Pursuant to the agreement, Suico started releasing loans and cash advances to SAMDECO but the latter made no payments. Petitioners eventually sold the mining rights and passed on the operations of SAMDECO to Southeast Pacific Marketing Inc (SPMI) in violation of the agreement. Thus, Suico filed a complaint for sum of money against herein petitioners, SAMDECO and SPMI. The trial court and CA found for Suico. Petitioners moved for reconsideration contending they being mere representatives/agents of SAMDECO cannot be held personally and solidary liable with the corporation. MR was denied.

Issue:

Whether or not petitioners as SAMDECO’s controlling stockholders and/or representatives may be held personally and solidarily liable with SAMDECO and its successors-in-interest for obligations the corporation incurred.

Ruling: YES.

In MAM Realty Development Corporation v. NLRC, the Court stated: x x x The general rule is that obligations incurred by the corporation, acting through its directors, officers and employees, are its sole liabilities. There are times, however, when solidary liabilities may be incurred but only when exceptional circumstances warrant such as in the following cases: 1. When directors and trustees or, in appropriate cases, the officers of a corporation: x x x (b) act in bad faith or with gross negligence in directing the corporate affairs; x x x

Petitioners Aratea and Canonigo, despite having separate and distinct personalities from SAMDECO may be held personally liable for the loans and advances made by Suico to SAMDECO which they represent on account of their bad faith in carrying out the business of the corporation. Petitioners Aratea and Canonigo acted in bad faith when they, as officers of SAMDECO, unreasonably prevented Suico from selling his part of the coal-produce of the mining site, in gross violation of their MOA. This resulted in Suico not being unable to realize profits from his 50% share of the coal-produce, from which Suico could obtain part of the payment for the loans and advances he made in favor of SAMDECO. Moreover, petitioners also acted in bad faith when they sold, transferred and assigned their proprietary rights over the mining area in favor of SPMI and Dy, thereby causing SAMDECO to grossly violate its MOA with Suico. Suico suffered grave injustice because he was prevented from acquiring the opportunity to obtain payment of his loans and cash advances, while petitioners Aratea and Canonigo profited from the sale of their shareholdings in SAMDECO in favor of SPMI and Dy. These facts duly established Aratea and Canonigo’s personal liability as officers/stockholders of SAMDECO and their solidary liability with SAMDECO for its obligations in favor of Suico for the loans and cash advances received by the corporation.

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