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    Viguilla v. Phil College of Criminology

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    Chic Pabalan
    1) The petitioners were janitors and supervisors for the Philippine College of Criminology who were told they worked for Metropolitan Building Services, Inc. (MBMSI), a janitorial services corporation. 2) In 2009, it was discovered that MBMSI's incorporation had been revoked in 2003. The petitioners were then dismissed and signed releases, waivers, and quitclaims. 3) The court held that the documents signed by the petitioners releasing liability were still valid, as a dissolved corporation can still settle liabilities under the Corporation Code for up to 3 years after dissolution.

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    Viguilla v. Phil College of Criminology

    Uploaded by

    Chic Pabalan
    97 views2 pages
    1) The petitioners were janitors and supervisors for the Philippine College of Criminology who were told they worked for Metropolitan Building Services, Inc. (MBMSI), a janitorial services corporation. 2) In 2009, it was discovered that MBMSI's incorporation had been revoked in 2003. The petitioners were then dismissed and signed releases, waivers, and quitclaims. 3) The court held that the documents signed by the petitioners releasing liability were still valid, as a dissolved corporation can still settle liabilities under the Corporation Code for up to 3 years after dissolution.

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    1) The petitioners were janitors and supervisors for the Philippine College of Criminology who were told they worked for Metropolitan Building Services, Inc. (MBMSI), a janitorial services corporation. 2) In 2009, it was discovered that MBMSI's incorporation had been revoked in 2003. The petitioners were then dismissed and signed releases, waivers, and quitclaims. 3) The court held that the documents signed by the petitioners releasing liability were still valid, as a dissolved corporation can still settle liabilities under the Corporation Code for up to 3 years after dissolution.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    97 views2 pages

    Viguilla v. Phil College of Criminology

    Uploaded by

    Chic Pabalan
    1) The petitioners were janitors and supervisors for the Philippine College of Criminology who were told they worked for Metropolitan Building Services, Inc. (MBMSI), a janitorial services corporation. 2) In 2009, it was discovered that MBMSI's incorporation had been revoked in 2003. The petitioners were then dismissed and signed releases, waivers, and quitclaims. 3) The court held that the documents signed by the petitioners releasing liability were still valid, as a dissolved corporation can still settle liabilities under the Corporation Code for up to 3 years after dissolution.

    Copyright:

    © All Rights Reserved
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    of 2

    Viguilla, et. al. v. Philippine College of Criminology, Inc., G . R. No . .

    200094,June10,2013

    DOCTRINE/S:

    The dissolution will not terminate the liabilities incurred by the dissolved
    corporation.
    Section 145 of the Corporation Code clearly provides that "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."

    FACTS:

    PCCr is a non-stock educational institution, while the petitioners were


    janitors, janitresses and
    supervisor in the Maintenance Department of PCCr. The petitioners were
    made to understand that they are under the Metropolitan Building Services,
    Inc. (MBMSI) which is a corporation engaged in providing janitorial services.

    Sometime in 2008, PCCr discovered that the Certificate of Incorporation of


    MBMSI had been revoked as of July 2, 2003. PCCr then terminated the
    services of MBMSI on 2009 which resulted in the dismissal of the petitioners.
    They executed releases, waivers and quitclaims in favor of the company
    upon their dismissal.

    An illegal dismissal complaint was then filed against PCCr by the


    petitioners contending that it is their real employer and not MBMSI.

    Petitioners also assailed the validy of the releases, waivers and quitclaims,
    stating that MBMSI had no legal personality to incur civil liabilities as it did not
    exist as a corporation on account of its dissolution in 2003.
    ISSUE/S: WON executed releases, waivers and quitclaims are valid and
    binding?
    HELD:
    YES. The executed releases, waivers and quitclaims are valid and binding
    notwithstanding the revocation of MBMSIs Certificate of Incorporation. The
    revocation does not result in the termination of its liabilities. Section 122 of
    the Corporation Code provides for a three-year winding up period for a
    corporation whose charter is annulled by forfeiture or otherwise to continue
    as a body corporate for the purpose, among others, of settling and closing its
    affairs.
    Even if said documents were executed in 2009, six (6) years after MBMSIs
    dissolution in 2003, the same are still valid and binding upon the parties and
    the dissolution will not terminate the liabilities incurred by the dissolved
    corporation pursuant to Sections 122 and 145 of the Corporation Code
    A corporation is allowed to settle and close its affairs even after the winding
    up period of three (3) years.
    There is no time limit within which the trustees must complete a liquidation
    placed in their hands. What is provided in Section 122 of the Corporation
    Code is that the conveyance to the trustees must be made within the three-
    year period. But it may be found impossible to complete the work of
    liquidation within the three-year period or to reduce disputed claims to
    judgment. The trustees to whom the corporate assets have been conveyed
    pursuant to the authority of Section 122 may sue and be sued as such in all
    matters connected with the liquidation.
    Furthermore, Section 145 of the Corporation Code clearly provides that "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." Even if no trustee is appointed or designated during the three-
    year period of the liquidation of the corporation, the Court has held that the
    board of directors may be permitted to complete the corporate liquidation by
    continuing as "trustees" by legal implication.

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