Rebujio v. Dio Implant Philippines Corp.
REITERATIONFacts
The Antecedents: Beverly Hills Medical Group, Inc. (BHMGI), through its finance officer George Rebujio, issued a Security Bank check for PHP 297,051.86 to Dio Implant Philippines Corporation (DIPC) as payment for dental and cosmetic surgery merchandise. The check was drawn on BHMGI's account and signed by Rebujio. Upon presentment, the check was dishonored for having been drawn against insufficient funds. DIPC informed BHMGI, and Rebujio and his wife acknowledged the outstanding obligation. Despite demands, the obligation remained unsettled, leading DIPC to file a complaint for violation of Batas Pambansa Bilang 22 (BP 22) against Rebujio. Rebujio claimed the check was wrongfully issued, asserting DIPC was not BHMGI's supplier and that the supplies were personal purchases of Dr. Mendoza, not authorized corporate transactions. Procedural History: The Metropolitan Trial Court (MTC) acquitted Rebujio of the BP 22 violation due to reasonable doubt but held him civilly liable for the value of the dishonored check. The Regional Trial Court (RTC) reversed the MTC, holding that civil liability for the check's value could only attach if Rebujio were found criminally liable, and dismissed the case without prejudice to DIPC filing a separate civil action against BHMGI. The Court of Appeals (CA) reinstated the MTC's decision, finding Rebujio civilly liable and holding that an acquittal based on reasonable doubt does not preclude civil damages. The CA also reasoned that Rebujio, as a finance officer, was not a corporate officer under the Corporation Code. The Petition: Rebujio filed a Petition for Review on Certiorari under Rule 45 of the Rules of Court, assailing the CA's decision. He argued that a corporate officer can only be held civilly liable in a BP 22 case if convicted, citing Pilipinas Shell Petroleum Corporation v. Duque. He contended that the CA's distinction regarding 'corporate officers' was contrary to jurisprudence, which should be broadly interpreted to include any authorized signatory. DIPC countered that Rebujio's liability arose from his negligence in issuing an unfunded check and that his managerial role warranted piercing the corporate veil, asserting the obligation was personal to Dr. Mendoza.
Issue(s)
Whether petitioner George Rebujio, as a signatory of a corporate check, may be held civilly liable for the value of the dishonored check despite his acquittal of the violation of Batas Pambansa Bilang 22 on reasonable doubt. Whether the definition of 'corporate officer' under Section 25 of the Corporation Code (now Section 24 of the Revised Corporation Code) strictly limits the application of the doctrine regarding civil liability in Batas Pambansa Bilang 22 cases.
Ruling
The Supreme Court granted the petition, reversed the Court of Appeals' decision, and reinstated the Regional Trial Court's decision. The Court ruled that Rebujio, having been acquitted of the criminal charge for violation of Batas Pambansa Bilang 22, is not civilly liable for the value of the dishonored corporate check. The Court held that the doctrine regarding civil liability of corporate signatories in BP 22 cases applies to any person who actually signs the check on behalf of the corporation, irrespective of their classification as a 'corporate officer' under the Corporation Code. Consequently, the civil liability ex delicto is extinguished upon acquittal, and any remaining civil liability must be pursued from the corporation or other sources of obligation.
Ratio Decidendi
On the issue of whether petitioner George Rebujio, as a signatory of a corporate check, may be held civilly liable for the value of the dishonored check despite his acquittal of the violation of Batas Pambansa Bilang 22 on reasonable doubt: The Court held that the civil liability of a corporate officer or signatory for the issuance of a bouncing corporate check attaches only if they are convicted of violating Batas Pambansa Bilang 22 (BP 22). Conversely, an acquittal from the offense of violating BP 22, whether based on reasonable doubt or not, discharges the corporate officer or signatory from any civil liability arising from the issuance of the worthless check in the name of the corporation. This principle is firmly established in jurisprudence, particularly in cases like Pilipinas Shell Petroleum Corporation v. Duque. The rationale is that the criminal liability and the corresponding civil liability ex delicto are fused by BP 22 itself, and the extinguishment of the former necessarily leads to the extinguishment of the latter. Therefore, Rebujio's acquittal by the Metropolitan Trial Court on reasonable doubt extinguished his civil liability ex delicto arising from the issuance of the dishonored check. On the issue of whether the definition of 'corporate officer' under Section 25 of the Corporation Code (now Section 24 of the Revised Corporation Code) strictly limits the application of the doctrine regarding civil liability in Batas Pambansa Bilang 22 cases: The Court ruled in the negative, clarifying that the term 'corporate officers' in the context of BP 22 cases refers to 'the person or persons who actually signed the check in behalf of such drawer,' as provided in Section 1 of BP 22. This provision does not impose any condition or qualification based on the enumeration of officers in the Corporation Code. The Court emphasized that BP 22 is a special law and its provisions should be applied as written, without importing definitions from other laws unless expressly stated. The Court cited Navarra v. People and Pilipinas Shell where individuals who were not strictly 'corporate officers' under the Corporation Code but were signatories to dishonored checks were treated under the corporate officer doctrine for BP 22 purposes. Therefore, Rebujio, as the actual signatory of the dishonored check on behalf of BHMGI, falls within the scope of individuals liable under BP 22, and consequently, his acquittal extinguishes his civil liability ex delicto. The Court further explained that holding an acquitted signatory liable would violate the doctrine of separate juridical personality, as the obligation was that of the corporation, not the individual, unless specific grounds for piercing the corporate veil or personal undertaking exist, which were not established here.
Main Doctrine
The rule that a corporate officer who issues a worthless check in the corporate name may be held personally liable for violation of Batas Pambansa Bilang 22 (BP 22) and consequently civilly liable, applies to any person who actually signs the check on behalf of the corporation, regardless of whether they are considered a 'corporate officer' under the Revised Corporation Code. Crucially, an acquittal of such signatory in the BP 22 case extinguishes their civil liability ex delicto, and any remaining civil liability must be pursued from the corporation or other sources of obligation, not from the acquitted signatory.