JAMES REBURIANO and URBANO REBURIANO, petitioners, vs.

HONORABLE COURT OF APPEALS AND PEPSI COLA BOTTLING COMPANY OF THE PHILIPPINES INC., respondents. G.R. No. 102965 January 21, 1999 FACTS: RTC rendered judgment in favor of Pepsi Cola Bottling Co. ordering Reburiano to pay ₱55,000.00 with interest for the unpaid bottles of soft drinks it received from the company. RTC issued a writ of execution. However, before the promulgation of the decision of the RTC, Pepsi amended its articles of incorporation to shorten its term of existence. The RTC was not notified of this fact. Reburiano then moved to quash the writ of execution on the ground that Pepsi no longer had juridical personality, hence, it could no longer sue and be sued. RTC denied Reburiano’s petition to quash the writ of execution. An appeal was made. CA dismissed the appeal. Hence, this petition for review on certiorari. ISSUE: WON PEPSI STILL HAD JURIDICAL PERSONALITY TO PURSUE ITS CASE AGAINST REBURIANO AFTER A SHORTENING OF ITS CORPORATE EXISTENCE. HELD: Yes. Sec. 122 of the Corporation Code provides that every corporation whose charter expires by its own limitation or is annulled by forfeiture or otherwise, or whose corporate existence for other purposes is terminated in any other manner, shall nevertheless be continued as a body corporate for 3 years after the time when it would have been so dissolved, for the purpose of prosecuting and defending suits by or against it and enabling it to settle and close its affairs, to dispose of an convey its property and to distribute its assets, but not for the purpose of continuing the business for which it was established. However, Reburiano further argues that when Pepsi undertook a voluntary dissolution, there was no showing that a receiver or trustee was ever appointed. He contends that Sec. 122 of the Corporation Code above cited does not authorize a corporation, after the 3 year liquidation period, to continue actions instituted by it within said period of 3 years. SC held that in the case of Gelano vs. CA, a corporation that has a pending action and which cannot be terminated within the 3 year period after dissolution is authorized to convey all its property to trustees to enable it to prosecute and defend suits by or against the corporation beyond the 3 year period. No reason could be conceived why a suit already commenced by the corporation itself during its existence, not by a mere trustee who, by fiction, merely continues the legal personality of the dissolved corporation, should not be accorded similar treatment allowed to proceed to final judgment and execution thereof. Counsel of the dissolved corporation can be considered a trustee. Also, the board of directors may be permitted to complete the corporate liquidation by continuing as trustees by legal implication. Moreover, the Corporation Code provides: Sec. 145 – Amendment or Repeal – No right or remedy in favor or against any corporation, its stockholders, members, directors, trustees, or officers, shall be removed or impaired either by the shall be removed or impaired either by the subsequent dissolution of said corporation or by any subsequent amendment or repeal of this Code or of any part thereof.

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