Professional Documents
Culture Documents
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* EN BANC.
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Nell doctrine, which finds its legal basis under Section 40,
provides that the transferee corporation assumes the debts and
liabilities of the transferor corporation because it is merely a
continuation of the latter’s business. A cursory reading of the
exception shows that it does not require the existence of fraud
against the creditors before it takes full force and effect. Indeed,
under the Nell Doctrine, the transferee corporation may inherit
the liabilities of the transferor despite the lack of fraud due to the
continuity of the latter’s business.
Same; Same; While the Corporation Code allows the transfer
of all or substantially all of the assets of a corporation, the transfer
should not prejudice the creditors of the assignor corporation.—
While the Corporation Code allows the transfer of all or
substantially all of the assets of a corporation, the transfer should
not prejudice the creditors of the assignor corporation. Under the
business-enterprise transfer, the petitioners have consequently
inherited the liabilities of MADCI because they acquired all the
assets of the latter corporation. The continuity of MADCI’s land
developments is now in the hands of the petitioners, with all its
assets and liabilities. There is absolutely no certainty that Yu can
still claim its refund from MADCI with the latter losing all its
assets. To allow an assignor to transfer all its business, properties
and assets without the consent of its creditors will place the
assignor’s assets beyond the reach of its creditors. Thus, the only
way for Yu to recover his money would be to assert his claim
against the petitioners as transferees of the assets.
VELASCO, JR., J., Concurring Opinion:
Mercantile Law; Corporations; Sale of Assets; View that
according to the Securities and Exchange Commission (SEC), “if
the sale thereof will not render the corporation incapable of
continuing its business or if the disposition is necessary in the
usual or regular course of business, the requirements under
Section 40 will not apply.”—The SEC then emphasized that in
determining whether the sale is made in the ordinary course of
business, “the test is not the amount involved but the nature of
the transaction.” Hence, according to the SEC, “if the sale thereof
will not render the corporation incapable of continuing its
business or if the disposition is necessary in the usual or regular
course of business, the requirements under Section 40 will not
apply.”
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Same; Same; Same; View that the sale or transfer by one (1)
corporation of all of its assets to another corporation for value,
does not, by that fact alone, render Sec. 40 applicable and make
the transferee liable for the debts of the transferor.—Along with
the above explanation from the SEC that the nature of the
transaction determines the applicability or non-applicability of
Sec. 40, it is likewise material that, in addition to the transferor’s
paralysis, said transfer must result in the continuation by
the transferee of the former’s business. The sale or transfer
by one corporation of all of its assets to another corporation for
value, does not, by that fact alone, render Sec. 40 applicable and
make the transferee liable for the debts of the transferor. The
business-enterprise transfer doctrine involves an acquisition by
the transferee of the transferor’s business enterprise which
effectively results in: (1) the termination of the transferor’s entire
operations and the prevention of the fulfillment of the transferor’s
purpose for incorporation; and (2) the continuation by the
transferee of said venture. It does not, therefore, contemplate a
mere purchase or sale of assets.
Same; Same; Same; View that in a sale of assets, the
transferee is only interested in the raw assets of the selling
corporation perhaps to be used to establish his own business
enterprise or as an addition to his ongoing business enterprise.—It
was therein cited that [i]n a sale of assets, the transferee is only
interested in the raw assets of the selling corporation perhaps to
be used to establish his own business enterprise or as an addition
to his ongoing business enterprise. In other words, the object of
the disposition in a sale of assets is not the very business itself,
but simply the properties of the transferor. The Court further
noted that in a sale of assets, the purchasing corporation is not
generally liable for the debts and liabilities of the selling
corporation, the selling corporation contemplates a liquidation of
the enterprise, the transfer of title is by virtue of a contract, and
the selling corporation is not dissolved by the mere transfer of all
its property. Clearly, this kind of alienation of corporate assets is
not the sale contemplated under Section 40.
Same; Same; Same; View that the mere operation of Section
40 imposes upon the transferee the obligation to answer for the
transferor’s debts, as correctly observed by the ponencia.—Anent
the issue of absorption or non-absorption by the transferee of the
transferor’s liabilities, the ponencia pointed out that under the
business-
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MENDOZA, J.:
The present case attempts to unravel whether the
transfer of all or substantially all the assets of a
corporation under Section 40 of the Corporation Code
carries with it the assumption of corporate liabilities.
This is a petition for review on certiorari under Rule 45
of the Rules of Court assailing the January 30, 2012
Decision1 and the April 29, 2013 Resolution2 of the Court of
Appeals (CA), in C.A.-G.R. CV No. 96036, which affirmed
with modification the August 31, 2010 Decision3 of the
Regional Trial Court, Branch 81, Quezon City (RTC).
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63
The Facts
Mt. Arayat Development Co., Inc. (MADCI) was a real
estate development corporation, which was registered4 on
February 7, 1996 before the Securities and Exchange
Commission (SEC). On the other hand, respondent James
Yu (Yu) was a businessman, interested in purchasing golf
and country club shares.
Sometime in 1997, MADCI offered for sale shares of a
golf and country club located in the vicinity of Mt. Arayat
in Arayat, Pampanga, for the price of P550.00 per share.
Relying on the representation of MADCI’s brokers and
sales agents, Yu bought 500 golf and 150 country club
shares for a total price of P650,000.00 which he paid by
installment with fourteen (14) Far East Bank and Trust
Company (FEBTC) checks.5
Upon full payment of the shares to MADCI, Yu visited
the supposed site of the golf and country club and
discovered that it was nonexistent. In a letter, dated
February 5, 2000, Yu demanded from MADCI that his
payment be returned to him.6 MADCI recognized that Yu
had an investment of P650,000.00, but the latter had not
yet received any refund.7
On August 14, 2000, Yu filed with the RTC a complaint8
for collection of sum of money and damages with prayer for
preliminary attachment against MADCI and its president
Rogelio Sangil (Sangil) to recover his payment for the
purchase of golf and country club shares. In his
transactions with MADCI, Yu alleged that he dealt with
Sangil, who used MADCI’s corporate personality to defraud
him.
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18 Id., at p. 7.
19 Id., at p. 25.
20 TSN, November 7, 2008, p. 13.
21 TSN, September 11, 2009, p. 10.
22 TSN, November 7, 2008, p. 19.
23 Id., at p. 25.
24 Id., at p. 29.
25 Id., at p. 32.
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In two separate appeals, the parties elevated the case to
the CA.
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YIL and its companies, YILPI and YICRI, moved for
reconsideration, but their motion was denied by the CA in
its assailed Resolution, dated April 29, 2013.
Hence, this petition.
ISSUE
WHETHER OR NOT THE COURT OF APPEALS ERRED
IN RULING THAT PETITIONERS YATS GROUP SHOULD
BE HELD JOINTLY AND SEVERALLY LIABLE TO
RESPONDENT YU DESPITE THE ABSENCE OF FRAUD
IN THE SALE OF ASSETS AND BAD FAITH ON THE PART
OF PETITIONERS YATS GROUP.29
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28 Rollo, p. 56.
29 Id., at p. 17.
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The Nell Doctrine states the general rule that the
transfer of all the assets of a corporation to another shall
not render the latter liable to the liabilities of the
transferor. If any of the above cited exceptions are present,
then the transferee corporation shall assume the liabilities
of the transferor.
Legal bases of the Nell Doctrine
An evaluation of our contract and corporation laws
validates that the Nell Doctrine is fully supported by
Philippine statutes. The general rule expressed by the
doctrine reflects the principle of relativity under Article
131134 of the Civil Code. Contracts, including the rights
and obligations arising therefrom, are valid and binding
only between the contracting parties and their successors-
in-interest. Thus, despite the sale of all corporate assets,
the transferee corporation cannot be prejudiced as it is not
in privity with the contracts between the transferor
corporation and its creditors.
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34 Art. 1311. Contracts take effect only between the parties, their
assigns and heirs, except in case where the rights and obligations arising
from the contract are not transmissible by their nature, or by stipulation
or by provision of law. The heir is not liable beyond the value of the
property he received from the decedent.
x x x
35 Art. 2047. By guaranty a person, called the guarantor, binds
himself to the creditor to fulfill the obligation of the principal debtor in
case the latter should fail to do so.
If a person binds himself solidarily with the principal debtor, the
provisions of Section 4, Chapter 3, Title I of this Book shall be observed. In
such case the contract is called a suretyship.
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75
To reiterate, Section 40 refers to the sale, lease,
exchange or disposition of all or substantially all of the
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39 Lopez Realty, Inc. v. Fontecha, 317 Phil. 216, 229; 247 SCRA 183,
194 (1995).
40 See paragraph 2, Section 40, Corporation Code.
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The Court, however, applied the business-enterprise
transfer doctrine independent of the piercing doctrine in
other cases. In San Teodoro Development Enterprises v.
SSS,46 the petitioner corporation therein attempted to
avoid the compulsory coverage of the Social Security Law
by alleging that it was a distinct and separate entity from
its limited partnership predecessor, Chua Lam &
Company, Ltd. The Court, however, upheld the findings of
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The Caltex case, thus, affirmed that the transfer of all or
substantially all the proper from one corporation to another
under Section 40 necessarily entails the assumption of the
assignor’s liabilities, notwithstanding the absence of any
agreement on the assumption of obligations. The transfer
of all its business, properties and assets without the
consent of its creditors must certainly include the
liabilities; or else, the assignment will place the assignor’s
assets beyond the reach of its creditors. In order to protect
the creditors against unscrupulous conveyance of the entire
corporate assets, Caltex justifiably concluded that the
transfer of assets of a corporation under Section 40 must
likewise carry with it the transfer of its liabilities.
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54 Rollo, p. 59.
55 Caltex (Philippines), Inc. v. PNOC Shipping and Transport
Corporation, supra note 27 at p. 160; p. 412.
56 See also Act No. 3952 or the Bulk Sales Law. Section 3 thereof
mandates that “[e]very person who shall sell, mortgage, transfer, or assign
any stock of goods, wares, merchandise, provisions or materials in bulk,
for cash or on credit, before receiving from the vendee, mortgagee, or his,
or its agent or representative any part of the purchase price thereof, or
any promissory note, memorandum, or other evidence therefor, to deliver
to such vendee, mortgagee, or agent x x x a written statement, sworn to
substantially x x x of the names and addresses of all creditors to whom
said vendor or mortgagor may be indebted.”
82
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Section 4 therein provides any person who failed to comply with the
submission of the sworn statement of creditors under Section 3 is
“[d]eemed to have violated this Act, and any such sale, transfer or
mortgage shall be fraudulent and void.”
57 Records, Vol. II, p. 788.
58 TSN, September 22, 2006, p. 27.
59 Rollo, p. 22.
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69 STRADEC v. Radstock, 622 Phil. 431, 535; 607 SCRA 413, 517
(2009).
70 Art. 1293. Novation which consists in substituting a new debtor
in the place of the original one, may be made even without the knowledge
or against the will of the latter, but not without the consent of the
creditor. Payment by the new debtor gives him the rights mentioned in
Articles 1236 and 1237. (1205a)
86
Free and Harmless Clause
The petitioners, however, are not left without recourse
as they can invoke the free and harmless clause under the
MOA. In business-enterprise transfer, it is possible that
the transferor and the transferee may enter into a
contractual stipulation stating that the transferee shall not
be liable for any or all debts arising from the business
which were contracted prior to the time of transfer. Such
stipulations are valid, but only as to the transferor and the
transferee. These stipulations, though, are not binding on
the creditors of the business enterprise who can still go
after the transferee for the enforcement of the liabilities.72
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In the present case, the MOA stated that Sangil
undertook to redeem MADCI proprietary shares sold to
third persons or settle in full all their claims for refund of
payments. While this free and harmless clause cannot
affect respondent as a creditor, the petitioners may resort
to this provision to recover damages in a third party
complaint. Whether the petitioners would act against
Sangil under this provision is their own option.
WHEREFORE, the petition is DENIED. The January
30, 2012 Decision and the April 29, 2013 Resolution of the
Court of Appeals in C.A.-G.R. CV No. 96036 are hereby
AFFIRMED in toto.
SO ORDERED.
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CONCURRING OPINION
VELASCO, JR., J.:
I concur with the findings and conclusions of the
ponencia that the purchase by the petitioners of
substantially all of Mt. Arayat Development Co., Inc.’s
(MADCI) assets which resulted in the cessation of the
latter’s operations carried with it the assumption of
MADCI’s liabilities to third persons, including respondent
James Yu.
The Court is once again faced with the question of
whether the sale by a corporation of all or substantially all
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The provision adverted to, as correctly enunciated by the
ponencia, citing Lopez Realty, Inc. v. Fontecha,3
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The SEC then emphasized that in determining whether
the sale is made in the ordinary course of business, “the
test is not the amount involved but the nature of the
transaction.”5 Hence, according to the SEC, “if the sale
thereof will not render the corporation incapable of
continuing its business or if the disposition is necessary in
the usual or regular course of business, the requirements
under Section 40 will not apply.”6
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9 Id.
10 Id., at p. 501.
11 Footnote No. 21, id., at p. 501.
12 Footnote No. 22, id.
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13 G.R. No. 195615, April 21, 2014, 722 SCRA 520. (While the Decision
is not yet final, Bancom is cited to make clear the dissimilar factual milieu
in Bancom and the instant Petition)
14 Id., at p. 545. The evidence in this case fails to show that
Bancommerce was a mere continuation of TRB. TRB retained its separate
and distinct identity after the purchase. Although it subsequently changed
its name to Traders Royal Holding’s, Inc. such change did not result in
its dissolution. x x x. (emphasis Ours)
15 Id.
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Thus, unlike in a business-enterprise transfer where the
transfer is not in exchange for shares of stock in the
transferee and that the transferor does not become a
stockholder thereat, in a de facto merger, the acquisition of
all or substantially all of the transferor’s assets is precisely
in exchange of shares of stock of the acquiring
corporation.
Here, suffice it to state that the consideration for the
sale was not shares of stocks in any of the petitioners. It
was admitted by the parties that the amount of P9.3M was
paid by petitioner YICRI for and in consideration of the
120-hectare property, which, as argued, was way below the
market value of said lot. Thus, the MOA in the instant case
could not be said to have resulted into a de facto merger.
Absorption of Liabilities
Anent the issue of absorption or non-absorption by the
transferee of the transferor’s liabilities, the ponencia
pointed
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Generally where one corporation sells or otherwise transfers all of its
assets to another corporation, the latter is not liable for the debts and
liabilities of the transferor, except: (1) where the purchaser expressly or
impliedly agrees to assume such debts; (2) where the transaction
amounts to a consolidation or merger of the corporations;
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103
(3) where the purchasing corporation is merely a continuation of
the selling corporation; and (4) where the transaction is entered into
fraudulently in order to escape liability for such debts.10 (Emphasis
supplied)
The four exceptions enumerated find basis from the
Civil Code and Corporation Code.11 The third exception
grounds on Section 40 of the Corporation Code governing
the sale or other disposition of assets.
This provision requires the ratificatory vote of the
stockholders representing at least two-thirds of the
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104
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For the first and third type, the transferee shall not be liable for the debts
and liabilities of the transferor except where the transferee expressly or
impliedly agrees to assume such debts. The second type, the transfer of
business enterprise, makes the transferee liable for the transferor’s
liabilities.
14 Corp. Code, Sec. 40.
15 Id.
16 530 Phil. 149; 498 SCRA 400 (2006) [Per J. Carpio, Third Division].
17 Id., at pp. 159-160; p. 412.
18 The American case of Wood v. Dummer (3 Mason 308, Fed Cas. No.
17, 944) first enunciated this doctrine, which was later adopted in this
jurisdiction with Philippine Trust Co. v. Rivera, 44 Phil. 469, 470 (1923)
[Per J. Street, En Banc]. This was discussed in Halley v. Printwell, Inc.,
664 Phil. 361, 382; 649 SCRA 116, 122 (2011) [Per J. Bersamin, Third
Division].
105
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19 Halley v. Printwell, Inc., id., at pp. 382-383; p. 122, citing Velasco v.
Poizat, 37 Phil. 802 (1918) [Per J. Street, En Banc].
20 Corp. Code, Sec. 43.
21 Republic Planters Bank v. Agana, Sr., 336 Phil. 1, 10; 269 SCRA 1,
10 (1997) [Per J. Hermosisima, Jr., First Division].
22 Corp. Code, Sec. 122.
23 Solidbank Corporation v. Mindanao Ferroalloy Corporation, 502
Phil. 651, 664; 464 SCRA 409, 420 (2005) [Per J. Panganiban, Third
Division], citing Monfort Hermanos Agricultural Development Corporation
v. Monfort III, 478 Phil. 34, 42; 434 SCRA 27, 31 (2004) [Per J. Ynares-
Santiago, First Division]; Firme v. Bukal Enterprises and Development
Corporation, 460 Phil. 321, 345; 414 SCRA 190, 208 (2003) [Per J. Carpio,
First Division]; and People’s Aircargo and Warehousing Co., Inc. v. Court
of Appeals, 357 Phil. 850, 863; 297 SCRA 170, 182 (1998) [Per J.
Panganiban, First Division].
24 See Paddy Ireland, Limited liability, shareholder rights and the
problem of corporate irresponsibility, Cambridge Journal of Eco-
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The lower courts pierced the veil of corporate fiction
against Rogelio Sangil after finding that he had control of
MADCI before the execution of the Memorandum of Agree-
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