No. L-48627. June 30, 1987.*FIRST DIVISION.

FERMIN Z. CARAM, JR. and ROSA O. DE CARAM, petitioners, vs. THE HONORABLE
COURT OF APPEALS and ALBERTO V. ARELLANO, respondents.

Corporation Law; A bona fide corporation should alone be liable for its corporate acts duly
authorized by its officers and directors.—Significantly, there was no showing that the Filipinas
Orient Airways was a fictitious corporation and did not have a separate juridical personality, to
justify making the petitioners, as principal stockholders thereof, responsible for its obligations.
As a bona fide corporation, the Filipinas Orient Airways should alone be liable for its corporate
acts as duly authorized by its officers and directors.

Same; Contracts; Liability of stockholders; Petitioners cannot be held personally liable for the
compensation claimed by private respondent for services performed by him in the organization
of the corporation since petitioners did not contract such services.—In the light of these
circumstances, we hold that the petitioners cannot be held personally liable for the compensation
claimed by the private respondent for the services performed by him in the organization of the
corporation. To repeat, the petitioners did not contract such services, It was only the results of
such services that Barretto and Garcia presented to them and which persuaded them to invest in
the proposed airline. The most that can be said is that they benefited from such services, but that
surely is no justification to hold them personally liable therefor. Otherwise, all the other
stockholders of the corporation, including those who came in later, and regardless of the amount
of their shareholdings, would be equally and personally liable also with the petitioners for the
claims of the private respondent.

PETITION to review the decision of the Court of Appeals.

The facts are stated in the opinion of the Court.

CRUZ, J.:

We gave limited due course to this petition on the question of the solidary liability of the
petitioners with their codefendants in the lower court1Rollo, p. 66. because of the challenge to
the following paragraph in the dispositive portion of the decision of the respondent
court:**Gancayco, J., ponente, with Relova and Sison, JJ.

“1. Defendants are hereby ordered to jointly and severally pay the plaintiff the amount of
P50,000.00 for the preparation of the project study and his technical services that led to the
organization of the defendant corporation, plus P10.000.00 attorney’s fees;”2Decision, p. 16.

The petitioners claim that this order has no support in fact and law because they had no contract
whatsoever with the private respondent regarding the above-mentioned services. Their position is
that as mere subsequent investors in the corporation that was later created, they should not be
held solidarily liable with the Filipinas Orient Airways, a separate juridical entity, and with
Barretto and Garcia, their codefendants in the lower court,***Judge Pedro C. Navarro, presiding.
who were the ones who requested the said services from the private respondent.3Rollo, pp. 10,
97.

We are not concerned here with the petitioners’ codefendants, who have not appealed the
decision of the respondent court and may, for this reason, be presumed to have accepted the
same. For purposes of resolving this case before us, it is not necessary to determine whether it is
the promoters of the proposed corporation, or the corporation itself after its organization, that
shall be responsible for the expenses incurred in connection with such organization.

The only question we have to decide now is whether or not the petitioners themselves are also
and personally liable for such expenses and, if so, to what extent.

The reasons for the said order are given by the respondent court in its decision in this wise:

“As to the 4th assigned error we hold that as to the remuneration due the plaintiff for the
preparation of the project study and the pre-organizational services in the amount of P 50,000.00,
not only the defendant corporation but the other defendants including defendants Caram should
be jointly and severally liable for this amount. As we above related it was upon the request of
defendants Barretto and Garcia that plaintiff handled the preparation of the project study which
project study was presented to defendant Caram so the latter was convinced to invest in the
proposed airlines. The project study was revised for purposes of presentation to financiers and
the banks. It was on the basis of this study that defendant corporation was actually organized and
rendered operational. Defendants Garcia and Caram, and Barretto became members of the Board
and/or officers of defendant corporation. Thus, not only the defendant corporation but all the
other defendants who were involved in the preparatory stages of the incorporation, who caused
the preparation and/or benefited from the project study and the technical services of plaintiff
must be liable.”4Decision, pp. 14–15.

It would appear from the above justification that the petitioners were not really involved in the
initial steps that finally led to the incorporation of the Filipinas Orient Airways. Elsewhere in the
decision, Barretto was described as “the moving spirit.” The finding of the respondent court is
that the project study was undertaken by the private respondent at the request of Barretto and
Garcia who, upon its completion, presented it to the petitioners to induce them to invest in the
proposed airline. The study could have been presented to other prospective investors. At any
rate, the airline was eventually organized on the basis of the project study with the petitioners as
major stockholders and, together with Barretto and Garcia, as principal officers.

The following portion of the decision in question is also worth considering:

“x x x. Since defendant Barretto was the moving spirit in the pre-organization work of defendant
corporation based on his experience and expertise, hence he was logically compensated in the
amount of P200,000.00 shares of stock not as industrial partner but more for his technical
services that brought to fruition the defendant corporation. By the same token, We find no reason
why the plaintiff should not be similarly compensated not only for having actively participated in
the preparation of the project study for several months and its subsequent revision but also in his
having been involved in the pre-organization of the defendant corporation, in the preparation of
the franchise, in inviting the interest of the financiers and in the training and screening of
personnel. We agree that for these special services of the plaintiff the amount of P50,000.00 as
compensation is reasonable.”5Ibid., p. 11.

The above finding bolsters the conclusion that the petitioners were not involved in the initial
stages of the organization of the airline, which were being directed by Barretto as the main
promoter. It was he who was putting all the pieces together, so to speak. The petitioners were
merely among the financiers whose interest was to be invited and who were in fact persuaded, on
the strength of the project study, to invest in the proposed airline.

Significantly, there was no showing that the Filipinas Orient Airways was a fictitious corporation
and did not have a separate juridical personality, to justify making the petitioners, as principal
stockholders thereof, responsible for its obligations. As a bona fide corporation, the Filipinas
Orient Airways should alone be liable for its corporate acts as duly authorized by its officers and
directors.

In the light of these circumstances, we hold that the petitioners cannot be held personally liable
for the compensation claimed by the private respondent for the services performed by him in the
organization of the corporation. To repeat, the petitioners did not contract such services. It was
only the results of such services that Barretto and Garcia presented to them and which persuaded
them to invest in the proposed airline. The most that can be said is that they benefited from such
services, but that surely is no justification to hold them personally liable therefor. Otherwise, all
the other stockholders of the corporation, including those who came in later, and regardless of
the amount of their shareholdings, would be equally and personally liable also with the
petitioners for the claims of the private respondent.

The petition is rather hazy and seems to be flawed by an ambiguous ambivalence. Our
impression is that it is opposed to the imposition of solidary responsibility upon the Carams but
seems to be willing, in a vague, unexpressed offer of compromise, to accept joint liability. While
it is true that it does here and there disclaim total liability, the thrust of the petition seems to be
against the imposition of solidary liability only rather than against any liability at all, which is
what it should have categorically argued.

Categorically, the Court holds that the petitioners are not liable at all, jointly or jointly and
severally, under the first paragraph of the dispositive portion of the challenged decision. So
holding, we find it unnecessary to examine at this time the rules on solidary obligations, which
the parties—needlessly, as it turns out—have belabored unto death.

WHEREFORE, the petition is granted. The petitioners are declared not liable under the
challenged decision, which is hereby modified accordingly. It is so ordered.

Yap (Chairman), Narvasa, Melencio-Herrera, Feliciano and Sarmiento, JJ., concur.