Remo, Jr. v. IAC (G.R. No. L-67626)

Facts:

The Board of Directors of Akron Corporation composed of petitioner Remo, Feliciano Coprada, et al. adopted a resolution authorizing the purchase of 13 trucks for use in its business. Feliciano Coprada as President and Chairman of Akron, purchased 13 trucks from respondent E.B. Marcha Transport with a downpayment of P50,000 and a security by way of promissory note executed by Coprada in favor of Akron. Akron paid rentals a day but sometime after lapsed in payment. Coprada wrote respondent asking for grace period and eventually returned the 10 trucks. Respondent filed a complaint for the recovery of the sum or 13 trucks against Akron and its officers/directors. The trial court and later the IAC found for respondent. Petitioner contends that he should not be held personally liable for the corporation’s liabilities.

Issue:

Whether or not petitioner may be held personally liable for the corporation’s liabilities.

Ruling: NO.

The environmental facts of this case show that there is no cogent basis to pierce the corporate veil of Akron and hold petitioner personally liable for its obligation to private respondent. While it is true that petitioner was still a member of the board of directors of Akron and that he participated in the adoption of a resolution authorizing the purchase of 13 trucks for the use in the brokerage business of Akron to be paid out of a loan to be secured from a lending institution, it does not appear that said resolution was intended to defraud anyone and more particularly private respondent. It was Coprada, President and Chairman of Akron, who negotiated with said respondent for the purchase of 13 cargo trucks. It was Coprada who signed a promissory note to guarantee the payment of the unpaid balance of the purchase price out of the proceeds of a loan he supposedly sought from the DBP. The word “WE’ in the said promissory note must refer to the corporation which Coprada represented in the execution of the note and not its stockholders or directors. Petitioner did not sign the said promissory note so he cannot be personally bound thereby.

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