Donnina Halley vs. Printwell, Inc.

Facts:
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BMPI (Business Media Philippines Inc.) is a corporation under the control of its
stockholders, including Donnina Halley.
In the course of its business, BMPI commissioned PRINTWELL to print
Philippines, Inc. (a magazine published and distributed by BMPI)
PRINTWELL extended 30-day credit accommodation in favor of BMPI and in a
period of 9 mos. BMPI placed several orders amounting to 316,000.
However, only 25,000 was paid hence a balance of 291,000
PRINTWELL sued BMPI for collection of the unpaid balance and later on
impleaded BMPIs original stockholders and incorporators to recover on their
unpaid subscriptions.
It appears that BMPI has an authorized capital stock of 3M divided into 300,000
shares with P10 par value.
Only 75,000 shares worth P750,000 were originally subscribed of which
P187,500 were paid up capital.
Halley subscribed to 35,000 shares worth P350,000 but only paid P87,500.

Halley contends that:

1. They all had already paid their subscriptions in full
2. BMPI had a separate and distinct personality
3. BOD and SH had resolved to dissolve BMPI
RTC and CA
o Defendant merely used the corporate fiction as a cloak/cover to create an
injustice (against PRINTWELL)
o Rejected allegations of full payment in view of irregularity in the issuance of
ORs (Payment made on a later date was covered by an OR with a lower serial
number than payment made on an earlier date.
Issue: WON a stockholder who was in active management of the business of the
corporation and still has unpaid subscriptions should be made liable for the debts
of the corporation by piercing the veil of corporate fiction
Held: YES! Such stockholder should be made liable up to the extent of her unpaid
subscription
Ratio:

It was found that at the time the obligation was incurred, BMPI was under the
control of its stockholders who know fully well that the corporation was not in
a position to pay its account (thinly capitalized).
And, that the stockholders personally benefited from the operations of the
corporation even though they never paid their subscriptions in full.

The stockholders cannot now claim the doctrine of corporate fiction otherwise (to deny
creditors to collect from SH) it would create an injustice because creditors would be at a
loss (limbo) against whom it would assert the right to collect.
On piercing the veil:

Although the corporation has a personality separate and distinct from its SH, such
personality is merely a legal fiction (for the convenience and to promote the ends of
justice) which may be disregarded by the courts if it is used as a cloak or cover for fraud,
justification of a wrong, or an alter ego for the sole benefit of the SH.
As to the Trust Fund Doctrine:
The RTC and CA correctly applied the Trust Fund Doctrine
Under which corporate debtors might look to the unpaid subscriptions for the
satisfaction of unpaid corporate debts
Subscriptions to the capital of a corporation constitutes a trust fund for the
payment of the creditors (by mere analogy) In reality, corporation is a simple
debtor.
Moreover, the corporation has no legal capacity to release an original
subscriber to its capital stock from the obligation of paying for his shares, in
whole or in part, without valuable consideration, or fraudulently, to the
prejudice of the creditors.
The creditor is allowed to maintain an action upon any unpaid subscriptions
and thereby steps into the shoes of the corporation for the satisfaction of its
debt.
The trust fund doctrine is not limited to reaching the SHs unpaid
subscriptions. The scope of the doctrine when the corporation is insolvent
encompasses not only the capital stock but also other property and assets
generally regarded in equity as a trust fund for the payment of corporate
debts.