CASE 2018-0043: LUIS JUAN L. VIRATA ET AL VS ALEJANDRO NG WEE ET AL (G.R. 220926, 27 MARCH 2018, VELASCO, JR. J.) AND RELATED CASES (G.R. 221058, 221109, 221135 AND 221218 )
DISPOSITIVE:
“WHEREFORE, premises considered, the following motions are hereby DENIED for lack of merit:
- Motion for Partial Reconsideration filed by Luis Juan L. Virata;
- Motion for Reconsideration ofMariza Santos-Tan;
- Motion for Reconsideration of Manuel Estrella;
- Motion for Partial Reconsideration of Alejandro Ng Wee;
- Motion for Reconsideration of Simeon Cua, Vicente Cualoping, and Henry Cualoping;
- Motion for Reconsideration of Anthony T. Reyes; and
- Motion for Reconsideration of Westmont Investment Corporation.
No further pleadings or motions will be entertained.
Let entry of judgment be issued.
SO ORDERED.”
SUBJECTS/DOCTRINES/DIGEST:
“To emphasize, there were clear warning signs that Power Merge would not have been able to pay the almost P2.5 billion face value of its promissory notes. To Our mind, the Wincorp board of directors’ approval of the credit line agreement, notwithstanding these telltale signs and the above outlined circumstances, establishes the movant-directors’ liability to Ng Wee. For if these do not attest to their privity to Wincorp’s fraudulent scheme, they would, at the very least, convincingly prove that the movantdirectors are guilty of gross negligence in managing the company affairs. The movant-board directors should not have allowed the exclusion of Virata from the collection suit against Hottick knowing that he is a surety thereof. As revealed by their subsequent actions, this was not a mere error in judgment but a calculated maneuver to defraud its investors. Hence, the Court did not err when it ruled that Sec. 31 of the Corporation Code must be applied, and the separate juridical personality of Wincorp, pierced.
Moreover, the Court finds it highly suspect that the movant-directors, aside from Estrella, did not question why the case proceeded without the board chairman, John Anthony B. Espiritu (Espiritu). There were seventeen (17) named defendants in Civil Case No. 00-99006 with the Regional Trial Court, Branch 39 in Manila, which included the entire composition of the Wincorp board of directors. If the movant-directors truly believed that they are on par with each other in terms of participation, then they should have instituted a cross-claim against Espiritu, or at least objected against his being dropped as a party defendant.”
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SCD-2018-0043-LUIS JUAN L. VIRATA ET AL VS ALEJANDRO NG WEE ET AL
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