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Paramount V AC Ordonez Digest

This document is a Supreme Court of the Philippines case regarding whether a dissolved corporation can still file an appeal. The court held that under Sections 122 and 145 of the Philippine Corporation Code, a dissolved corporation continues to exist for 3 years after dissolution for purposes of prosecuting and defending lawsuits, and its rights are protected even after dissolution. Therefore, the dissolved respondent corporation in this case could validly file an appeal, as dissolution should not bar a corporation from enforcing its legal rights.

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616 views2 pages

Paramount V AC Ordonez Digest

This document is a Supreme Court of the Philippines case regarding whether a dissolved corporation can still file an appeal. The court held that under Sections 122 and 145 of the Philippine Corporation Code, a dissolved corporation continues to exist for 3 years after dissolution for purposes of prosecuting and defending lawsuits, and its rights are protected even after dissolution. Therefore, the dissolved respondent corporation in this case could validly file an appeal, as dissolution should not bar a corporation from enforcing its legal rights.

Uploaded by

Johnathan Cook
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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G.R. No.

175109

August 6, 2008 YNARES-SANTIAGO, J.:

PARAMOUNT INSURANCE CORP., petitioner,


vs.
A.C. ORDOEZ CORPORATION and FRANKLIN SUSPINE,
respondents.
Dissolution or even the expiration of the three-year liquidation period
should not be a bar to a corporations enforcement of its rights as a
corporation.
FACTS:
Petitioner Paramount Insurance Corp. is the subrogee of Maximo Mata,
the registered owner of a Honda City sedan involved in a vehicular
accident with a truck mixer owned by respondent corporation and
driven by respondent Franklin A. Suspine on September 10, 1997, at
Brgy. Panungyanan, Gen. Trias, Cavite.
Petitioner filed before the MTC of Makati City, a complaint for damages
against respondents. Based on the Sheriffs Return of Service,
summons remained unserved on respondent Suspine, while it was
served on respondent corporation and received by Samuel D.
Marcoleta of its Receiving Section on April 3, 2000.
On May 19, 2000, petitioner filed a Motion to Declare Defendants in
Default; however, on June 28, 2000, respondent corporation filed an
Omnibus Motion (And Opposition to Plaintiffs Motion to Declare
Defendant in Default) alleging that summons was improperly served
upon it because it was made to a secretarial staff who was unfamiliar
with court processes; and that the summons was received by Mr.
Armando C. Ordoez, President and General Manager of respondent
corporation only on June 24, 2000. Respondent corporation asked for
an extension of 15 days within which to file an Answer.
The RTC issued a decision granting the petition.
ISSUE:
W/N A party without corporate existence may file an appeal
HELD:
Yes. There is no merit in petitioners claim that respondent corporation
lacks legal personality to file an appeal. Although the cancellation of a
corporations certificate of registration puts an end to its juridical

personality, Sec. 122 of the Corporation Code, however provides that a


corporation whose corporate existence is terminated in any manner
continues to be a body corporate for three years after its dissolution for
purposes of prosecuting and defending suits by and against it and to
enable it to settle and close its affairs. Moreover, the rights of a
corporation, which is dissolved pending litigation, are accorded
protection by law pursuant to Sec. 145 of the Corporation Code, to wit:
Section 145. Amendment or repeal. No right or remedy in favor of or
against any corporation, its stockholders, members, directors, trustees,
or officers, nor any liability incurred by any such corporation,
stockholders, members, directors, trustees, or officers, 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.
Dissolution or even the expiration of the three-year liquidation period
should not be a bar to a corporations enforcement of its rights as a
corporation.
WHEREFORE, the petition is DENIED. The assailed Decision of the Court
of Appeals dated July 17, 2006 reinstating the August 25, 2000 and
September 26, 2000 Orders of the Metropolitan Trial Court of Makati
City, Branch 66 which admitted respondent corporations Answer and
set the case for pre-trial, as well as the Resolution dated October 12,
2006 denying the motion for reconsideration, are AFFIRMED.

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