Luzon Stevedoring Corporation Docketed As AC-G.R. CV No. 62613 Which
Luzon Stevedoring Corporation Docketed As AC-G.R. CV No. 62613 Which
Luzon Stevedoring Corporation Docketed As AC-G.R. CV No. 62613 Which
DECISION Annexes.
CARPIO, J.: Among the actions enumerated in the Annexes is Caltex (Phils.), Inc. v.
Luzon Stevedoring Corporation docketed as AC-G.R. CV No. 62613 which
The Case at that time was pending before the then Intermediate Appellate Court
(IAC). The case was an appeal from the Decision by the then Court of First
Before the Court is a petition for review[1] assailing the 31 May 2001 Instance of Manila (CFI) directing LUSTEVECO to pay Caltex P103,659.44
[2] [3]
Decision and 9 November 2001 Resolution of the Court of Appeals in with legal interest from the filing of the action until full payment. In its 12
CA-G.R. CV No. 46097. The Court of Appeals reversed the 1 June 1994 November 1985 Decision,[5] the IAC affirmed with modification the Decision
[4]
Decision of the Regional Trial Court of Manila, Branch 51 (trial court), and of the CFI. The dispositive portion of the Decision reads:
dismissed the complaint filed by Caltex (Philippines), Inc. (Caltex) against
PNOC Shipping and Transport Corporation (PSTC). WHEREFORE, the decision appealed from is hereby
MODIFIED and judgment is rendered ordering the
defendant [LUSTEVECO] to pay plaintiff [Caltex]:
The Antecedent Facts
(a) P126,771.22 under the first cause of action, with legal
interest until fully paid; Caltex continued to send several demand letters to PSTC. On 5 February
1992, Caltex filed a complaint for sum of money against PSTC. The case was
(b) P103,659.44 under the second cause of action with legal
interest until fully paid; docketed as Civil Case No. 91-59512.
foreclosure of LUSTEVECOs properties.The Manila Bank Intramuros (a) P126,771.22 under the first cause of action, with
legal interest from the date of the
Branch and the Traders Royal Bank Aduana Branch did not respond to the
promulgation of the decision on November
notices of garnishment. 12, 1985 until fully paid;
SO ORDERED.[8] Caltex May Recover from PSTC Under the Terms of the Agreement
Caltex may recover the judgment debt from PSTC not because of a stipulation
Caltex filed a motion for reconsideration of the 31 May 2001 Decision. In a
in Caltexs favor but because the Agreement provides that PSTC shall assume
Resolution promulgated on 9 November 2001, the Court of Appeals denied
all the obligations of LUSTEVECO.
the motion for lack of merit.
When PSTC assumed all the properties, business and assets of LUSTEVECO
pertaining to LUSTEVECOs tanker and bulk business, PSTC also assumed The disposition of all or substantially all of the assets of a corporation is
all of LUSTEVECOs obligations pertaining to such business. The assumption allowed under Section 40 of Batas Pambansa Blg. 68, otherwise known as
of obligations was stipulated not only in the Agreement of Assumption of The Corporation Code of the Philippines (Corporation Code). Section 40
consideration, among others, of the novation, or the value of such assets, As an exception, parties who have not taken part in a
contract may show that they have a real interest affected by
remain even in the hands of PSTC subject to execution to satisfy the judgment
its performance or annulment. In other words, those who
claim of Caltex. are not principally or subsidiarily obligated in a
contract, in which they had no intervention, may show
their detriment that could result from it. x x
x[19] (Emphasis supplied)
Section 2, Rule 3 of the 1997 Rules of Civil Procedure provides: assumed all the obligations of LUSVETECO pertaining to its tanker and bulk
business and specifically, those relating to AC-G.R. CV No. 62613. While
SEC. 2. Parties in interest. ─ A real party in interest is the Caltex is not a party to the Agreement, it has a real interest in the performance
party who stands to be benefited or injured by the judgment
in the suit, or the party entitled to the avails of the of PSTCs obligations under the Agreement because the non-performance of
suit. Unless otherwise authorized by law or these Rules,
PSTCs obligations will defraud Caltex.
every action must be prosecuted or defended in the name
of the real party in interest.
Even if PSTC did not expressly assume to pay the creditors of
LUSTEVECO, PSTC would still be liable to Caltex up to the value of the
assets transferred. The transfer of all or substantially all of the unencumbered
assets of LUSTEVECO to PSTC cannot work to defraud the creditors of
LUSTEVECO. A creditor has a real interest to go after any person to whom
the debtor fraudulently transferred its assets.
SO ORDERED.
ANTONIO T. CARPIO