18 Halley v. Printwell, Inc.

HALLEY v.
PRINTWELL
GR NO. 157549| May 30, 2011 | Bersamin, J.
Trust Fund Doctrine
DOCTRINE:
Under the trust fund doctrine, a 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 a valuable consideration, or fraudulently, to
the prejudice of creditors.
FACTS:
 Petitioner was an incorporator and original director of Business Media Philippines, Inc (BMPI). While,
Respondent Corporation, Printwell, is engaged in commercial and industrial printing.
 BMPI commissioned Printwell for the printing of the magazine Philippines, Inc. (together with wrappers and
subscription cards) that BMPI published and sold. For that purpose, Printwell extended 30-day credit
accommodations to BMPI.
 BMPI placed with Printwell several orders of credit, evidenced by invoices and delivery receipts 1.
Considering that BMPI paid P25K only, Printwell sued BMPI for the collection of the unpaid balance in the
RTC.
 Printwell amended its complaint and impleaded as defendants all original stockholders and incorporatiors
to recover on their unpaid subscription. The defendants averred in their consolidatied answer that they had
paid their subscriptions in full; that BMPI had separate personality from those of its stocholders; that
Rizalino C. Viñeza had assigned his fully-paid up shares to a certain Gerardo R. Jacinto in 1989; and that the
directors and stockholders of BMPI had resolved to dissolve BMPI during the annual meeting.
 The defendants submitted in evidence BMPI Official Reciepts. In addition, they submitted audit reports,
balance sheets, journal vouchers, cash deposit slips and a BPI Savings account passbook.
 RTC rendered a decision in favor of Printwell, rejecting the allegation of payment in full of the subscriptions
in view of an irregularity in the issuance of the ORs and observing that the defendants had used BMPI’s
corporate personality to evade payment and create injustice. CA affirmed RTC ruling.
ISSUE:
Whether or not the application of the Trust Fund Doctrine was correct?
HELD:
 Yes, the trust fund doctrine is not limited to reaching the stockholder’s 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.
 All assets and property belonging to the corporation held in trust for the benefit of creditors that were
distributed or in the possession of the stockholders, regardless of full payment of their subscriptions, may
be reached by the creditor in satisfaction of its claim.
 Under the trust fund doctrine, a 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 a valuable
consideration, or fraudulently, to the prejudice of 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.
 To make out a prima facie case in a suit against stockholders of an insolvent corporation to compel them
to contribute to the payment of its debts by making good unpaid balances upon their subscriptions, it is
only necessary to establish that the stockholders have not in good faith paid the par value of the stocks of
the corporation.
ISSUE:
Whether or not the Piercing of the Veil of Corporate Personality was correct?
1 From Oct. 11, 1988 up to July 12, 1989 totaling P316, 342
HELD:
Yes, Although a corporation has a personality separate and distinct from those of its stockholders, directors, or
officers, such separate and distinct personality is merely a fiction created by law for the sake of convenience and to
promote the ends of justice. The corporate personality may be disregarded, and the individuals composing the
corporation will be treated as individuals, if the corporate entity is being used as a cloak or cover for fraud or
illegality; as a justification for a wrong; as an alter ego, an adjunct, or a business conduit for the sole benefit of the
stockholders. As a general rule, corporation is looked upon as a legal entity, unless and until sufficient reason to
the contrary appears. Thus, the courts always presume good faith, and for that reason accord prime importance to
the separate personality of the corporation, disregarding the corporate personality only after the wrongdoing is
first clearly and convincingly established.
ISSUE:
Whether or not the liability of the stockholders for corporate debs is up to the extent of their unpaid subscription?
HELD:
Yes, the prevailing rule is that a stockholder is personally liable for the financial obligations of the corporation to
the extent of his unpaid subscription.

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