PC Javier and Sons, Inc. vs CA

7/28/2019 PC Javier and Sons, Inc. vs CA

1/13

P.C. JAVIER & SONS SERVICES,

INC., SPS. PABLO C. JAVIER, SR. and

ROSALINA F. JAVIER, petitioners,

vs.

HON. COURT OF APPEALS, PAICSAVINGS & MORTGAGE BANK, INC.,

SHERIFFS GRACE BELVIS,

SOFRONIO VILLARIN, PIOMARTINEZ and NICANOR

BLANCO, respondents.CHICO-NAZARIO J.:


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p

An authorized change does not

affect property, rights, or liabilitiesof the corporation, nor lessen or

add to its obligation. It is in no

sense a new corporation, nor the

successor of the original

corporation.


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February 1981

Industrial Guarantee Loan Fund (IGLF)1.5 Million Pesos

PAIC Savings and Mortgage Bank, Inc.Defendant Bank

Formerly known as First SummaSavings and Mortgage Bank

P.C Javier and Sons Services, Inc.Plaintiff Corporation


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March 21, 1981

Loan application wasapproved and forwarded to

Central Bank.


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S

P750,000.00May 18,

1981

P750, 000. 00

P250,000.00 wasdeducted and deposited

in the name of PlaintiffCorporation under atime deposit.

November21, 1981


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Default in payment

(Plaintiff Corporation)

Demand Letter(November 22, 1983 and May 2, 1984)

Extrajudicial foreclosure of RealEstate Mortgage and auction sale

was scheduled


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to forestall the extrajudicial foreclosure saleof a piece of land mortgaged by petitionercorporation in favor of First SummaSavings and Mortgage Bank which bankwas later renamed as PAIC Savings and

Mortgage Bank, Inc.

for the nullification of the Real EstateMortgages it entered into with First SummaSavings and Mortgage Bank.


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ISSUE

Whether or not a debtor should beformally notified of the

corporations change of name.


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SUPREME COURT

No. There is no such requirement under the law

or any regulation ordering a bank that changes its

corporate name to formally notify all its debtors.

Unless there is a law, regulation or circular from the

Securities and Exchange Commission or Bangko

Sentral ng Pilipinas requiring the formal notification

of all debtors of banks of any change in corporatename, such notification remains to be a mere

internal policy that banks may or may not adopt.


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1. LETTER dated 16 July 1983 signed by Raymundo V.Blanco, Accountant of petitioner corporation,

addressed to PAIC Savings and Mortgage Bank, Inc.In connection with your inquiry as to theutilization of funds we obtained from the formerFirst Summa Savings and Mortgage Bank, . . ."

2. BOARD RESOLUTION of petitioner corporationsigned by Pablo C. Javier, Sr. on 24 August 1983

authorizing him to execute a Chattel Mortgage overcertain machinery in favor of PAIC Savings andMortgage Bank, Inc.


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3. SECRETARYS CERTIFICATE signed by FortunatoE. Gabriel, Corporate Secretary of petitionercorporation, on 01 September 1983, certifying that a

board resolution was passed authorizing Mr. Pablo C.Javier, Sr. to execute a chattel mortgage on thecorporations equipment that will serve as collateral tocover the IGLF loan with PAIC Savings and Mortgage

Bank, Inc.

4. Undated LETTER signed by Pablo C. Javier, Sr. and

addressed to PAIC Savings and Mortgage Bank, Inc.authorizing Mr. Victor F. Javier, General Manager ofpetitioner corporation, to secure from PAIC Savings andMortgage Bank, Inc. certain documents for his signature.


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A change in the corporate name does not make anew corporation, whether effected by a special act

or under a general law. It has no effect on theidentity of the corporation, or on its property,rights, or liabilities.

The corporation, upon such change in its name, isin no sense a new corporation, nor the successor of

the original corporation. It is the same corporationwith a different name, and its character is in norespect changed.

PC Javier and Sons, Inc. vs CA

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