2/13/2020 G.R. No. L-48627 | Caram, Jr. v. Court of Appeals 2/13/2020 G.R. No. L-48627 | Caram, Jr. v.

f Appeals 2/13/2020 G.R. No. L-48627 | Caram, Jr. v. Court of Appeals

The reasons for the said order are given by the respondent court in
its decision in this wise:
"As to the 4th assigned error we hold that as to the
remuneration due the plaintiff for the preparation of the project study
FIRST DIVISION and the pre-organizational services in the amount of P50,000.00, not
only the defendant corporation but the other defendants including
[G.R. No. L-48627. June 30, 1987.] defendants Caram should he jointly and severally liable for this
amount. As we above related it was upon the request of defendants
Barretto and Garcia that plaintiff handled the preparation of the
FERMIN Z. CARAM, JR. and ROSA O. DE CARAM, petitioner,
project study which project study was presented to defendant Caram
vs. THE HONORABLE COURT OF APPEALS and ALBERTO
so the latter was convinced to invest in the proposed airlines. The
V. ARELLANO, respondents.
project study was revised for purposes of presentation to financiers
and the banks. It was on the basis of this study that defendant
corporation was actually organized and rendered operational.
DECISION Defendants Garcia and Caram, and Barretto became members of the
Board and/or officers of defendant corporation. Thus, not only the
defendant corporation but all the other defendants who were involved
CRUZ, J : p
in the preparatory stages of the incorporation, who caused the
preparation and/or benefited from the project study and the technical
We gave limited due course to this petition on the question of the services of plaintiff must be liable." 4
solidary liability of the petitioners with their co-defendants in the lower court
1 because of the challenge to the following paragraph in the dispositive It would appear from the above justification that the petitioners were
not really involved in the initial steps that finally led to the incorporation of
portion of the decision of the respondent court: **
the Filipinas Orient Airways. Elsewhere in the decision, Barretto was
"1. Defendants are hereby ordered to jointly and severally described as "the moving spirit." The finding of the respondent court is that
pay the plaintiff the amount of P50,000.00 for the preparation of the the project study was undertaken by the private respondent at the request
project study and his technical services that led to the organization of of Barretto and Garcia who, upon its completion, presented it to the
the defendant corporation, plus P10,000.00 attorney's fees;" 2 petitioners to induce them to invest in the proposed airline. The study could
The petitioners claim that this order has no support in fact and law have been presented to other prospective investors. At any rate, the airline
because they had no contract whatsoever with the private respondent was eventually organized on the basis of the project study with the
regarding the above-mentioned services. Their position is that as mere petitioners as major stockholders and, together with Barretto and Garcia,
subsequent investors in the corporation that was later created, they should as principal officers.
not be held solidarily liable with the Filipinas Orient Airways, a separate The following portion of the decision in question is also worth
juridical entity, and with Barretto and Garcia, their co-defendants in the considering:
lower court, *** who were the ones who requested the said services from ". . .. Since defendant Barretto was the moving spirit in the pre-
the private respondent. 3 organization work of defendant corporation based on his experience
We are not concerned here with the petitioners' co-defendants, who and expertise, hence he was logically compensated in the amount of
have not appealed the decision of the respondent court and may, for this P200,000.00 shares of stock not as industrial partner but more for is
reason, be presumed to have accepted the same. For purposes of technical services that brought to fruition the defendant corporation.
resolving this case before us, it is not necessary to determine whether it is By the same token, We find no reason why the plaintiff should not be
similarly compensated not only for having actively participated in the
the promoters of the proposed corporation, or the corporation itself after its
preparation of the project study for several months and its
organization, that shall be responsible for the expenses incurred in
subsequent revision but also in his having been involved in the pre-
connection with such organization.
organization of the defendant corporation, in the preparation of the
The only question we have to decide now is whether or not the franchise, in inviting the interest of the financiers and in the training
petitioners themselves are also and personally liable for such expenses
and, if so, to what extent.
https://cdasiaonline.com/jurisprudences/22521/print 1/4 https://cdasiaonline.com/jurisprudences/22521/print 2/4
2/13/2020 G.R. No. L-48627 | Caram, Jr. v. Court of Appeals 2/13/2020 G.R. No. L-48627 | Caram, Jr. v. Court of Appeals

and screening of personnel. We agree that for these special services Yap (Chairman), Narvasa, Melencio-Herrera, Feliciano and
of the plaintiff the amount of P50,000.00 as compensation is Sarmiento, JJ., concur.
reasonable." 5
Gancayco, J., no part. see page 1.
The above finding bolsters the conclusion that the petitioners were
not involved in the initial stages of the organization of the airline, which
were being directed by Barretto as the main promoter. It was he who was Footnotes
putting all the pieces together, so to speak. The petitioners were merely
1. Rollo, p. 66.
among the financiers whose interest was to be invited and who were in fact
persuaded, on the strength of the project study, to invest in the proposed ** Gancayco, J., ponente, with Relova and Sison, JJ.
airline. 2. Decision, p. 16.
Significantly, there was no showing that the Filipinas Orient Airways *** Judge Pedro C. Navarro, presiding.
was a fictitious corporation and did not have a separate juridical
personality, to justify making the petitioners, as principal stockholders 3. Rollo, pp. 10, 97.
thereof, responsible for its obligations. As a bona fide corporation, the 4. Decision, pp. 14-15.
Filipinas Orient Airways should alone be liable for its corporate acts as duly
authorized by its officers and directors. 5. Ibid., p. 11.

In the light of these circumstances, we hold that the petitioners

cannot be held personally liable for the compensation claimed by the
private respondent for the services performed by him in the organization of
the corporation. To repeat, the petitioners did not contract such services. It
was only the results of such services that Barretto and Garcia presented to
them and which persuaded them to invest in the proposed airline. The most
that can be said is that they benefited from such services, but that surely is
no justification to hold them personally liable therefor. Otherwise, all the
other stockholders of the corporation, including those who came in later,
and regardless of the amount of their shareholdings, would be equally and
personally liable also with the petitioners for the claims of the private
respondent.
The petition is rather hazy and seems to be flawed by an ambiguous
ambivalence. Our impression is that it is opposed to the imposition of
solidary responsibility upon the Carams but seems to be willing, in a vague,
unexpressed offer of compromise, to accept joint liability. While it is true
that it does here and there disclaim total liability, the thrust of the petition
seems to be against the imposition of solidary liability only rather than
against any liability at all, which is what it should have categorically argued.
Categorically, the Court holds that the petitioners are not liable at all,
jointly or jointly and severally, under the first paragraph of the dispositive
portion of the challenged decision. So holding, we find it unnecessary to
examine at this time the rules on solidary obligations, which the parties —
needlessly, as it turns out — have belabored unto death.
WHEREFORE, the petition is granted. The petitioners are declared
not liable under the challenged decision, which is hereby modified
accordingly. It is so ordered.

https://cdasiaonline.com/jurisprudences/22521/print 3/4 https://cdasiaonline.com/jurisprudences/22521/print 4/4