June 2009 - Philippine Supreme Court Resolutions
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[G.R. No. 164287 : June 03, 2009] PHILIPPINE FAST FERRY CORPORATION V. HON. JUDGE ANTONIO T. ECHAVEZ, PRESIDING JUDGE OF RTC, BR. VIII, CEBU CITY AND VIRMA AZNAR-VELEZ:
[G.R. No. 164287 : June 03, 2009]
PHILIPPINE FAST FERRY CORPORATION V. HON. JUDGE ANTONIO T. ECHAVEZ, PRESIDING JUDGE OF RTC, BR. VIII, CEBU CITY AND VIRMA AZNAR-VELEZ
Sirs/Mesdames:
Quoted hereunder, for your information, is a resolution of the First Division of this Court dated 3 June 2009
G.R. No. 164287: PHILIPPINE FAST FERRY CORPORATION v. HON. JUDGE ANTONIO T. ECHAVEZ, PRESIDING JUDGE OF RTC, BR. VIII, CEBU CITY AND VIRMA AZNAR-VELEZ
This petition for review[1] assails the 29 December 2003 Decision[2] and 12 May 2004 Resolution[3] of the Court of Appeals in CA-G.R. SP No. 69066. The Court of Appeals dismissed the petition for certiorari filed by Philippine Fast Ferry Corporation (PFFC), imputing grave abuse of discretion on Judge Antonio T. Echavez when he directed the enforcement of the final judgment in Civil Case No. CEB-19135 in favor of Virma Aznar-Velez (Velez) against the assets of PFFC.
On 13 August 1996, Velez filed with the Regional Trial Court (RTC) in Cebu City, Branch 8, a complaint for breach of contract and damages against Universal Aboitiz, Inc. (UAI). After the trial, the RTC rendered on 22 November 2000 a judgment disposing of the case, as follows:
The RTC decision became final as UAI did not appeal. Velez moved for the execution of the final judgment. Accordingly, respondent Judge authorized the issuance of the writ of execution on 9 July 2001.
The sheriff failed to enforce the writ because the operator of Supercat vessels was no longer UAI. Velez then filed a Motion to Authorize Enforcement of Writ of Execution Against Philippine Fast Ferry Corporation[5] on the ground that PFFC is simply the amended corporate name of UAL Velez attached to the motion the Certificate of Filing of Amended Articles of PFFC,[6] Amended Articles of Incorporation of PFFC.[7] Directors' Certificate to the Amended Articles of Incorporation of UAI,[8] and a Maritime Industry Authority decision approving UAI's change of name.[9]
On 15 October 2001, the RFC granted the motion and directed the sheriff to execute the final judgment against the assets of PFFC.[10]
On 9 November 2001, PFFC filed a Motion to Quash the writ of execution issued against it on the grounds that (1) PFFC was not a party to the case; (2) the 18 April 2000 Order of the RTC denying Velez's motion to implead PFFC was already final; and (3) PFFC is not the same as UAI.
The RTC denied the motion to quash and the motion for reconsideration.
Aggrieved, PFFC filed a petition for certiorari with the Court of Appeals.
In its Decision promulgated on 29 December 2003, the Court of Appeals dismissed the petition for certiorari for lack of merit. The appellate court ruled that "petitioner [PFFC] may not shield itself from the enforceability of the writ of execution even if it was not a party named in the action or properly substituted therein since the private respondent [Velez] satisfactorily showed to the trial court that the petitioner [PFFC] and the named defendant [UAI] were one and the same corporate entity."
The Court of Appeals further held that assuming PFFC is not the same as UAI, PFFC remained liable under the judgment against UAI as a transferee pendente lite in accordance with Section 19, Rule 3 of the Rules of Court.[11]
In its Resolution promulgated on 12 May 2004, the Court of Appeals denied the motion for reconsideration.
Hence, this petition.
The crucial issue in this case is whether PFFC is an entity separate and distinct from UAI that will preclude the enforcement of the final judgment in Civil Case No. CEB-19135 against the assets of PFFC.
The petition has no merit.
PFFC denies liability under the judgment in Civil Case No. CEB-19135 on the following grounds: (1) the order of the RTC denying the Motion to Join [PFFC] with Original Party has become final; (2) it was not a party to the case; (3) PFFC is the renamed name of Aboitiz Parkview Transport Holdings, Inc.. the corporate vehicle of the joint venture of Negros Navigation, Aboitiz Transport, and Hongkong Parkview; and (4) there is no proof that PFFC assumed the liability of UAI, assuming that PFFC is a mere transferee of UAI.
PFFC's arguments are immeritorious.
Under the Rules of Court, inclusion or substitution involves another party or entity, not another or new name of an already impleaded party.
Based on the documents submitted by Velez, PFFC appears simply to be the amended corporate name of UAI. PFFC is not an entity separate and distinct from UAI. No new corporation or juridical entity was formed when UAI changed its name to PFFC. Hence, the motion to include PFFC is unnecessary as the real party-in-interest[12] which is UAI (PFFC's old name) was the defendant in this case.
Being merely the new name of UAI, PFFC is not the transferee pendente lite[13] of UAI. There is no interest to transfer precisely because UAI did not cease to exist, it merely changed its name and increased its directors. UAI continues to exist, but with a new name. There is no change in UAFs identity.
The warranty agreement[14] submitted by PFFC to disprove respondent's claim that PFFC and UAI are one and the same is unreliable. The warranty agreement was executed in October 1998 which was before the amendment of the name of UAI to PFFC in February 1999. Hence, the documents submitted by Velez are controlling since these were executed or issued after the warranty agreement.
Based on the foregoing, the Court of Appeals did not err in dismissing the petition for certiorari filed by PFFC. The execution of the final judgment in Civil Case No. CEB-19135 in favor of Velez should now issue against PFFC (formerly UAI).[15]
WHEREFORE, the Court DENIES the petition. The Court AFFIRMS the 29 December 2003 Decision and 12 May 2004 Resolution of the Court of Appeals in CA-G.R. SP No. 69066. BERSAMIN, J., no part.
SO ORDERED.
WITNESS the Honorable Chief Justice Reynato S. Puno, Chairperson, Honorable Justice Leonardo A. Quisumbing, Additional Member [per S.O. No. 655], Honorable Justice Antonio T. Carpio, Working Chairperson, Honorable Justices Renato C. Corona and Teresita Leonardo de Castro, Members, First Division, this 3rd day of June 2009.
G.R. No. 164287: PHILIPPINE FAST FERRY CORPORATION v. HON. JUDGE ANTONIO T. ECHAVEZ, PRESIDING JUDGE OF RTC, BR. VIII, CEBU CITY AND VIRMA AZNAR-VELEZ
This petition for review[1] assails the 29 December 2003 Decision[2] and 12 May 2004 Resolution[3] of the Court of Appeals in CA-G.R. SP No. 69066. The Court of Appeals dismissed the petition for certiorari filed by Philippine Fast Ferry Corporation (PFFC), imputing grave abuse of discretion on Judge Antonio T. Echavez when he directed the enforcement of the final judgment in Civil Case No. CEB-19135 in favor of Virma Aznar-Velez (Velez) against the assets of PFFC.
On 13 August 1996, Velez filed with the Regional Trial Court (RTC) in Cebu City, Branch 8, a complaint for breach of contract and damages against Universal Aboitiz, Inc. (UAI). After the trial, the RTC rendered on 22 November 2000 a judgment disposing of the case, as follows:
In view of the foregoing, the Court finds that the evidences preponderate in favor of the plaintiff. Judgment is hereby rendered ordering the defendant to pay the plaintiff the following:(a) P250,000.00 as moral damages;SO ORDERED.[4]
(b) P100,000.00 as exemplary damages;
(c) P50,000.00 as attorney's fees; and
(d) P20,000.00 as litigation expenses
The RTC decision became final as UAI did not appeal. Velez moved for the execution of the final judgment. Accordingly, respondent Judge authorized the issuance of the writ of execution on 9 July 2001.
The sheriff failed to enforce the writ because the operator of Supercat vessels was no longer UAI. Velez then filed a Motion to Authorize Enforcement of Writ of Execution Against Philippine Fast Ferry Corporation[5] on the ground that PFFC is simply the amended corporate name of UAL Velez attached to the motion the Certificate of Filing of Amended Articles of PFFC,[6] Amended Articles of Incorporation of PFFC.[7] Directors' Certificate to the Amended Articles of Incorporation of UAI,[8] and a Maritime Industry Authority decision approving UAI's change of name.[9]
On 15 October 2001, the RFC granted the motion and directed the sheriff to execute the final judgment against the assets of PFFC.[10]
On 9 November 2001, PFFC filed a Motion to Quash the writ of execution issued against it on the grounds that (1) PFFC was not a party to the case; (2) the 18 April 2000 Order of the RTC denying Velez's motion to implead PFFC was already final; and (3) PFFC is not the same as UAI.
The RTC denied the motion to quash and the motion for reconsideration.
Aggrieved, PFFC filed a petition for certiorari with the Court of Appeals.
In its Decision promulgated on 29 December 2003, the Court of Appeals dismissed the petition for certiorari for lack of merit. The appellate court ruled that "petitioner [PFFC] may not shield itself from the enforceability of the writ of execution even if it was not a party named in the action or properly substituted therein since the private respondent [Velez] satisfactorily showed to the trial court that the petitioner [PFFC] and the named defendant [UAI] were one and the same corporate entity."
The Court of Appeals further held that assuming PFFC is not the same as UAI, PFFC remained liable under the judgment against UAI as a transferee pendente lite in accordance with Section 19, Rule 3 of the Rules of Court.[11]
In its Resolution promulgated on 12 May 2004, the Court of Appeals denied the motion for reconsideration.
Hence, this petition.
The crucial issue in this case is whether PFFC is an entity separate and distinct from UAI that will preclude the enforcement of the final judgment in Civil Case No. CEB-19135 against the assets of PFFC.
The petition has no merit.
PFFC denies liability under the judgment in Civil Case No. CEB-19135 on the following grounds: (1) the order of the RTC denying the Motion to Join [PFFC] with Original Party has become final; (2) it was not a party to the case; (3) PFFC is the renamed name of Aboitiz Parkview Transport Holdings, Inc.. the corporate vehicle of the joint venture of Negros Navigation, Aboitiz Transport, and Hongkong Parkview; and (4) there is no proof that PFFC assumed the liability of UAI, assuming that PFFC is a mere transferee of UAI.
PFFC's arguments are immeritorious.
Under the Rules of Court, inclusion or substitution involves another party or entity, not another or new name of an already impleaded party.
Based on the documents submitted by Velez, PFFC appears simply to be the amended corporate name of UAI. PFFC is not an entity separate and distinct from UAI. No new corporation or juridical entity was formed when UAI changed its name to PFFC. Hence, the motion to include PFFC is unnecessary as the real party-in-interest[12] which is UAI (PFFC's old name) was the defendant in this case.
Being merely the new name of UAI, PFFC is not the transferee pendente lite[13] of UAI. There is no interest to transfer precisely because UAI did not cease to exist, it merely changed its name and increased its directors. UAI continues to exist, but with a new name. There is no change in UAFs identity.
The warranty agreement[14] submitted by PFFC to disprove respondent's claim that PFFC and UAI are one and the same is unreliable. The warranty agreement was executed in October 1998 which was before the amendment of the name of UAI to PFFC in February 1999. Hence, the documents submitted by Velez are controlling since these were executed or issued after the warranty agreement.
Based on the foregoing, the Court of Appeals did not err in dismissing the petition for certiorari filed by PFFC. The execution of the final judgment in Civil Case No. CEB-19135 in favor of Velez should now issue against PFFC (formerly UAI).[15]
WHEREFORE, the Court DENIES the petition. The Court AFFIRMS the 29 December 2003 Decision and 12 May 2004 Resolution of the Court of Appeals in CA-G.R. SP No. 69066. BERSAMIN, J., no part.
SO ORDERED.
WITNESS the Honorable Chief Justice Reynato S. Puno, Chairperson, Honorable Justice Leonardo A. Quisumbing, Additional Member [per S.O. No. 655], Honorable Justice Antonio T. Carpio, Working Chairperson, Honorable Justices Renato C. Corona and Teresita Leonardo de Castro, Members, First Division, this 3rd day of June 2009.
Very truly yours,
(Sgd)ENRIQUETA ESGUERRA-VIDAL
Clerk of Court
First Division
(Sgd)ENRIQUETA ESGUERRA-VIDAL
Clerk of Court
First Division
Endnotes:
[1] Under Rule 45 of the Rules of Court.
[2] Rollo, pp. 7-13. Penned by Associate Justice Lucas P. Bersamin (now a member of this Court), concurred in by Associate Justices Renato C. Dacudao and Elvi John S. Asuncion.
[3] Id. at 15.
[4] Id. at 63.
[5] Id. at 64-80.
[6] Id. at 67.
[7] Id. at 68.
[8] Id. at 69.
[9] CA rollo, pp. 83-86.
[10] Rollo, p. 81.
[11] Section 19, Rule 3 states: In case of any transfer of interest, the action may be continued by or against the original party, unless the court upon motion directs the person to whom the interest is transferred to be substituted in the action or joined with the original party.
[12] Section 2, Rule 3 defines parties in interest as follows: A real party in interest is the party who stands to be benefited or injured by the judgment in the suit, or the party entitled to the avails of the suit. Unless otherwise authorized by law or these Rules, every action must be prosecuted or defended in the name of the real party in interest.
[13] See note 7.
[14] CA rollo, pp. 154-164.
