SHELL v. DUQUE

Pilipinas Shell Petroleum Corporation Vs. Carlos Duque & Teresa Duque

G.R. No. 216467

February 15, 2017

FACTS:

The instant petition arose from an Information for violation of Batas Pambansa Big. 22 (BP 22) filed with the Metropolitan Trial Court (MeTC) of Makati City against herein respondents.

Pilipinas Shell Petroleum Corporation (PSPC) is a lessee of a building known as Shell House at 156 Valero Street, Salcedo Village, Makati City. On August 23, 2000, PSPC subleased a 500-meter portion of the 2nd Floor of the Shell Building to the The Fitness Center (TFC). Thereafter, TFC encountered problems in its business operations. Thus, with the conformity of PSPC, TFC assigned to Fitness Consultants, Inc, (FCI) all its rights and obligations under the contract of sublease executed by PSPC in its favor. Respondent Carlos Duque is the proprietor, while respondent Teresa Duque is the corporate secretary of FCI. Subsequently, FCI failed to pay its rentals to PSPC. FCI subsequently issued a check, with respondents as signatories, which would supposedly cover FCI's obligations to PSPC. However, the check was dishonored, thus, leading to the filing of a criminal complaint against respondents for their alleged violation of BP 22. The parties then went to trial, which subsequently resulted in a verdict finding herein respondents guilty as charged. A Fine and civil indemnity to the private complainant was imposed. Respondents appealed the MeTC Decision with the RTC of Makati. On March 16, 2011, the RTC of Makati City, Branch 143, rendered judgment acquitting respondents. However the Court maintains the civil liability to be indemnified to the complainant. Respondents filed a Motion for Partial Reconsideration of the RTC Decision contending that they could not be held civilly liable because their acquittal was due to the failure of the prosecution to establish the elements of the offense charged. In addition, they assert that they, being corporate officers, may not be held personally and civilly liable for the debts of the corporation they represent, considering that they had been acquitted of criminal liability. In an Order dated September 2, 2011, the RTC found merit in respondents' Motion for Partial Reconsideration. On March 23, 2012, the RTC issued an Order granting PSPC's motion for reconsideration, thus, reviving the RTC Decision of March 16, 2011. Respondents filed a petition for review with the CA. The CA basically held that, upon acquittal, the civil liability of a corporate officer in a BP 22 case is extinguished with the criminal liability, without prejudice to an independent civil action which may be pursued against the corporation. Petitioner filed a motion for reconsideration, but the CA denied it in its Resolution dated January 14, 2015.

ISSUE:

Whether or not the respondents, as corporate officers, may still be held civilly liable despite their acquittal from the criminal charge of violation of BP 22.

HELD:

No. The Court rules in the negative.

In the case of Gosiaco v. Ching, this Court enunciated the rule that a corporate officer who issues a bouncing corporate check can only be held civilly liable when he is convicted. When a corporate officer issues a worthless check in the corporate name he may be held personally liable for violating a penal statute. The statute imposes criminal penalties on anyone who with intent to defraud another of money or property, draws or issues a check on any bank with knowledge that he has no sufficient funds in such bank to meet the check on presentment. Moreover, the personal liability of the corporate officer is predicated on the principle that he cannot shield himself from liability from his own acts on the ground that it was a corporate act and not his personal act.

It is clear that the civil liability of the corporate officer for the issuance of a bouncing corporate check attaches only if he is convicted. Conversely, therefore, it will follow that once acquitted of the offense of violating BP 22; a corporate officer is discharged from any civil liability arising from the issuance of the worthless check in the name of the corporation he represents. This is without regard as to whether his acquittal was based on reasonable doubt or that there was a pronouncement by the trial court that the act or omission from which the civil liability might arise did not exist.

Moreover, in the present case, nothing in the records at hand would show that respondents made themselves personally nor solidarily liable for corporate obligations either as accommodation parties or sureties. On the contrary, there is no dispute that respondents signed the subject check in their capacity as corporate officers and that the check was drawn in the name of FCI as payment for the obligation of the corporation and not for the personal indebtedness of respondents. Neither is there allegation nor proof that the veil of corporate fiction is being used by respondents for fraudulent purposes. The rule is that juridical entities have personalities separate and distinct from its officers and the persons composing it. Generally, the stockholders and officers are not personally liable for the obligations of the corporation except only when the veil of corporate fiction is being used as a cloak or cover for fraud or illegality, or to work injustice, which is not the case here. Hence, respondents cannot be held liable for the value of the checks issued in payment for FCI's obligation.