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    Doctrine:: BDO Unibank vs. Antonio Choa G.R. No. 237553, July 10, 2019

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    stephanie linaja
    This case discusses the personal liability of a corporation's president for the corporation's debts. The Supreme Court held that a corporation's directors and officers are not personally liable for the corporation's debts unless they contractually agree to assume liability. In this case, the president signed trust receipt agreements on behalf of the corporation and did not sign in his personal capacity. There was no clause making him personally liable. Therefore, he could not be held civilly liable for the corporation's failure to pay debts under the trust receipt agreements.

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    Doctrine:: BDO Unibank vs. Antonio Choa G.R. No. 237553, July 10, 2019

    Uploaded by

    stephanie linaja
    64 views1 page
    This case discusses the personal liability of a corporation's president for the corporation's debts. The Supreme Court held that a corporation's directors and officers are not personally liable for the corporation's debts unless they contractually agree to assume liability. In this case, the president signed trust receipt agreements on behalf of the corporation and did not sign in his personal capacity. There was no clause making him personally liable. Therefore, he could not be held civilly liable for the corporation's failure to pay debts under the trust receipt agreements.

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    BDO vs. Choa

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    This case discusses the personal liability of a corporation's president for the corporation's debts. The Supreme Court held that a corporation's directors and officers are not personally liable for the corporation's debts unless they contractually agree to assume liability. In this case, the president signed trust receipt agreements on behalf of the corporation and did not sign in his personal capacity. There was no clause making him personally liable. Therefore, he could not be held civilly liable for the corporation's failure to pay debts under the trust receipt agreements.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    64 views1 page

    Doctrine:: BDO Unibank vs. Antonio Choa G.R. No. 237553, July 10, 2019

    Uploaded by

    stephanie linaja
    This case discusses the personal liability of a corporation's president for the corporation's debts. The Supreme Court held that a corporation's directors and officers are not personally liable for the corporation's debts unless they contractually agree to assume liability. In this case, the president signed trust receipt agreements on behalf of the corporation and did not sign in his personal capacity. There was no clause making him personally liable. Therefore, he could not be held civilly liable for the corporation's failure to pay debts under the trust receipt agreements.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 1

    BDO Unibank vs.

    Antonio Choa

    G.R. No. 237553, July 10, 2019

    Doctrine: A corporation, being a juridical entity, may act only through its directors, officers, and employees. Debts
    incurred by these individuals, acting as such corporate agents, are not theirs but the direct liability of the corporation
    they represent. As an exception, directors or officers are personally liable for the corporation's debts only if they so
    contractually agree or stipulate.

    Facts: That, on or about and during the period beginning March 12, 1999 until May 20, 1999, in the then
    Municipality of San Juan, the above named accused, being then the President and General Manager of Camden
    Industries, Inc., execute several Trust Receipt Agreements in favor of Equitable PCI Bank (now Banco De Oro-
    EPCI, Inc.), in consideration of the receipt by the said accused of . . . for which there is now due the sum of Php
    7,875,904.96 under the terms of which the accused agreed to sell the same with express obligation to remit to the
    complainant bank proceeds of the sale and/or turn over the same if not sold or disposed of in accordance with the
    said Trust Receipt Agreements on demand, but the accused once in possession of the said good, far from complying
    with his obligation and with unfaithfulness and abuse of confidence, did then and there willfully, unlawfully and
    feloniously, misappropriate, misapply and convert to his own personal use and benefit the said goods and/or the
    proceeds of the sale thereof, and despite repeated demands, failed and refused to account for and/or remit the
    proceeds of the sale thereof, to the damage and prejudice of the said complainant bank in the aforementioned
    amount of Php7,875,904.96.

    Issue: whether Camden violated the Trust Receipt Agreements when it failed to deliver the proceeds of the sale of
    the goods to petitioner, or to return the goods should the merchandise remain unsold.

    Held: Yes. A trust receipt transaction imposes upon the entrustee the obligation to deliver to the entruster the price
    of the sale, or if the merchandise is not sold, to return the same to the entruster. The pieces of evidence show that
    respondent signed the Trust Receipt Agreements, do not show that he signed them in his personal capacity. In all
    agreements, "Camden Inds." was handwritten as the name of the corporation, while respondent's signature appeared
    as the authorized signature. Clearly, respondent affixed his signature only as Camden's representative. Moreover,
    there was no guaranty clause or a similar clause on the page that he signed that would have made him personally
    liable in case of default of the company. Without any evidence that respondent personally bound himself to the debts
    of the company he represented, this Court cannot hold him civilly liable under the Trust Receipt Agreements.

    Footnote: There are two obligations in a trust receipt transaction: the first, refers to money received under the
    obligation involving the duty to turn it over (entregarla) to the owner of the merchandise sold, while the second
    refers to merchandise received under the obligation to "return" it (devolvera) to the owner. A violation of any of
    these undertakings constitutes estafa defined under Art. 315 (1) (b) of the Revised Penal Code, as provided by Sec.
    13 of Presidential Decree 115.

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