FIRST DIVISION
[G.R. No. 240286. September 22, 2020.]
PEOPLE'S CREDIT AND FINANCE CORPORATION, petitioner, vs.ASIAN LENDING INVESTORS, INC., SPOUSES GUILLERMO R. SOCO AND ADELINA O. SOCO, INOCENTES C. PEPITO, JR., PERFECTO C. QUIJANO, JR., AND VICENTE GO, respondents.
NOTICE
Sirs/Mesdames :
Please take notice that the Court, First Division, issued a Resolution datedSeptember 22, 2020which reads as follows:
"G.R. No. 240286 — PEOPLE'S CREDIT AND FINANCE CORPORATION, petitioner,versusASIANLENDINGINVESTORS, INC., SPOUSES GUILLERMO R. SOCO AND ADELINA O. SOCO, INOCENTES C. PEPITO, JR., PERFECTO C. QUIJANO, JR., AND VICENTE GO, respondents.
The petitioner raised a question on piercing the veil of corporate entity which is one of fact and is beyond the ambit of this Court's jurisdiction in a petition for review on certiorari. It is not this Court's task to go over the proofs presented below to ascertain if they were appreciated and weighed correctly. Notably, the Regional Trial Court ruled that the respondents are liable based solely on the comprehensive surety agreement without discussing any ground to pierce Asian Lending Investors, Inc.'s veil of corporate fiction. On the other hand, the Court of Appeals (CA) absolved the respondents because the surety agreement cannot be enforced absent bad faith in the handling of corporate funds. While it is widely held that this rule of limited jurisdiction admits of exceptions, none exists in the instant case. 1 At any rate, the petitioner failed to sufficiently show any reversible error on the part of the CA in absolving the respondents. HTcADC
Here, the comprehensive surety agreement is unequivocal that the respondents are solidarily liable only if the non-payment or default is due to "mismanagement, misappropriations or diversion/conversionof funds," to wit:
This is a joint and several undertaking and commitment by the SURETY [individual respondents] to pay/settle the OBLIGATION of ASIAN LENDING INVESTORS, INC., and is intended to be a perfect and continuing indemnity in favor of PCFC. The liability of the SURETY shall be direct and immediate and not contingent upon the pursuit by the PCFC of whatever remedies it may have against the BORROWER or the other securities for the OBLIGATIONS. The liability of the SURETY under this Agreement shall apply only in case the BORROWER shall be in default in the payment of the OBLIGATION due to mismanagement, misappropriations or diversion/conversion of funds. 2 (Emphasis supplied.)
As the CA aptly held, the petitioner must first prove default on the part of Asian Lending Investors, Inc. to pay its obligation and that it was the result of mishandling the corporate funds. However, the petitioner failed to allege and establish these facts. Moreover, absent evidence that the respondents acted with bad faith, there is no ground to pierce the veil of corporate fiction, thus:
We note from the records that Plaintiff-Appellee PCFC not only failed to allege these as ultimate facts in the complaint but also failed to introduce evidence to prove the facts of mismanagement, misappropriation or diversion/conversion of funds.
We simply cannot sustain the RTC on its finding that, because they are officers of Defendant-Appellant ALII, they are then bound with it, jointly and solidarily, because of the Comprehensive Surety Agreement.
Indeed, under Article 1222, a solidary debtor may, in an action filed by the creditor, avail himself of all defenses which are derived from the nature of the obligation. x x x.
x x x We are constrained from ruling beyond the contractual stipulations x x x absent any showing of bad faith on their part. The rule is that a corporation is a juridical entity or an artificial being created by operation of law and that it has a separate and distinct personality from the persons composing it from its directors, officers or employees. 3 (Citation omitted.)
FOR THESE REASONS, the petition is DENIED and the assailed Court of Appeals' Decision dated November 27, 2017 in CA-G.R. CV No. 107894 is AFFIRMED.
SO ORDERED."
By authority of the Court:
LIBRADA C. BUENADivision Clerk of Court
by:
(SGD.) MARIA TERESA B. SIBULODeputy Division Clerk of Court
Footnotes
1. The recognized exceptions are: (a) When the findings are grounded entirely on speculation, surmises, or conjectures; (b) When the inference made is manifestly mistaken, absurd, or impossible; (c) When there is grave abuse of discretion; (d) When the judgment is based on a misapprehension of facts; (e) When the findings of facts are conflicting; (f) When in making its findings the CA went beyond the issues of the case, or its findings are contrary to the admissions of both the appellant and the appellee; (g) When the CA's findings are contrary to those by the trial court; (h) When the findings are conclusions without citation of specific evidence on which they are based; (i) When the facts set forth in the petition, as well as in the petitioner's main and reply briefs, are not disputed by the respondent; (j) When the findings of fact are premised on the supposed absence of evidence and contradicted by the evidence on record; or (k) When the CA manifestly overlooked certain relevant facts not disputed by the parties, which, if properly considered, would justify a different conclusion. See Navaja v. deCastro, et al., 761 Phil. 142, 155 (2015).
2.Rollo, pp. 170-171.
3.Id. at 51-52.