Rebujio vs. Dio Implant Philippines Corporation

An acquittal for violation of Batas Pambansa Bilang 22 extinguishes the civil liability of the person who actually signed the dishonored corporate check, without regard to whether that person qualifies as a “corporate officer” as defined by the Revised Corporation Code. Section 1 of B.P. 22 imposes liability on “the person or persons who actually signed the check in behalf of such drawer” and does not incorporate the Corporation Code’s enumeration of corporate officers; upon acquittal, any surviving civil obligation belongs to the corporation alone, consistent with the doctrine of separate juridical personality.

In August 2015, Beverly Hills Medical Group, Inc. (BHMGI), through its in-house dentist Dr. Maria Theresa Mendoza, purchased dental and cosmetic merchandise from Dio Implant Philippines Corporation (DIPC). BHMGI, acting through its finance officer and authorized signatory George Rebujio, issued Security Bank Check No. 0000072006 in the amount of PHP 297,051.86 as payment. The check was drawn on BHMGI’s account and signed by Rebujio. Upon presentment, the check was dishonored for having been drawn against insufficient funds. DIPC made demands for payment, which were not heeded. DIPC then filed a criminal complaint against Rebujio for violation of Batas Pambansa Bilang 22.

• Nature of the Transaction: In August 2015, BHMGI, through its in-house dentist Dr. Maria Theresa Mendoza, purchased dental and cosmetic merchandise from DIPC valued at PHP 299,728.00 and PHP 236,874.00, respectively. BHMGI issued Security Bank Check No. 0000072006 dated September 7, 2016, in the amount of PHP 297,051.86 as payment.

• Issuance and Dishonor: The check was drawn on BHMGI’s account and signed by Rebujio in his capacity as finance officer and authorized signatory. When DIPC deposited the check, it was dishonored for having been drawn against insufficient funds. DIPC’s sales officer informed BHMGI’s accountant of the dishonor, after which Rebujio and his wife requested time to review the documents and acknowledged the outstanding obligation. No payment followed despite further demands.

• Prosecution’s Version: The prosecution maintained that the check was issued for value in payment of merchandise purchased by BHMGI, and that Rebujio, as signatory, issued it knowing it lacked sufficient funds. Notice of dishonor was received by Rebujio’s secretary.

• Defense’s Version: Rebujio contended that the check was wrongfully issued because DIPC was not a supplier of BHMGI; the purchases were made by Dr. Mendoza in her personal capacity without authority from BHMGI. BHMGI had admonished Dr. Mendoza for the unauthorized transaction.

• MeTC Findings: The MeTC found that while the check was issued for valuable consideration, the prosecution failed to prove that Rebujio personally received the notice of dishonor, which was received only by his secretary. On that basis, it acquitted him on reasonable doubt. Nevertheless, it held him civilly liable for the face value of the check under B.P. 22 jurisprudence that fuses criminal and civil liability.

• RTC Findings: The RTC reversed the civil award, ruling that a corporate officer may be held civilly liable only upon conviction; Rebujio’s acquittal extinguished any civil liability arising from the issuance of the corporate check, without prejudice to a separate civil action against BHMGI.

• CA Findings: The CA reversed the RTC and reinstated the MeTC’s civil award, holding that a finance officer is not a “corporate officer” under Section 25 of the Corporation Code (now Section 24 of the Revised Corporation Code) because the position is neither enumerated in the law nor provided in BHMGI’s by-laws. The CA reasoned that the rule absolving acquitted corporate officers of civil liability did not apply to Rebujio.

• Broad Interpretation of “Corporate Officer”: Rebujio argued that under Pilipinas Shell Petroleum Corporation v. Duque, a corporate officer’s civil liability under B.P. 22 is extinguished upon acquittal. He maintained that the term “corporate officer” in B.P. 22 jurisprudence should be interpreted broadly to cover any authorized signatory of a corporate check, not merely those enumerated in the Corporation Code. A narrow construction would produce the inequitable result that higher-ranked officers are absolved while lower-ranked signatories remain liable.

• Reliance on Pilipinas Shell Precedent: Rebujio pointed out that in Pilipinas Shell, the Court absolved a proprietor from civil liability despite the position not being a statutory corporate office, demonstrating that the doctrine applies to any person who actually signs the check on behalf of the corporation.

• Rebujio Not a Corporate Officer: DIPC contended that Rebujio, as finance officer, is not a corporate officer under Section 25 of the Corporation Code; his position is not listed in BHMGI’s by-laws or created by the board of directors, and therefore he cannot invoke the rule that acquittal extinguishes civil liability.

• Direct Civil Liability and Piercing the Corporate Veil: DIPC argued that the civil action deemed instituted with the criminal case did not strictly pertain to a corporate obligation but to Rebujio’s direct civil liability arising from his admitted negligence in issuing an unfunded check and his decision not to fund it. DIPC further asserted that the corporate veil should be pierced because Rebujio signed the check in virtue of his managerial role and invoked the corporate fiction merely to evade personal liability.

• Personal Obligation of Dr. Mendoza: DIPC also maintained that the amount covered by the check was not a corporate debt but Dr. Mendoza’s personal obligation, further distancing the debt from BHMGI’s corporate liability.

• Definition of “Corporate Officer”: Whether the term “corporate officer” in the jurisprudence concerning the civil liability of signatories of dishonored corporate checks under B.P. 22 is confined to those officers enumerated in the Revised Corporation Code.

• Civil Liability After Acquittal: Whether Rebujio, as the person who actually signed the dishonored check on behalf of BHMGI, may be held civilly liable for its value despite his acquittal for violation of Batas Pambansa Bilang 22.

• Definition of “Corporate Officer”: The definition of corporate officers under the Revised Corporation Code does not govern the determination of who may be held civilly liable — or absolved — under Batas Pambansa Bilang 22. Section 1 of B.P. 22 itself identifies the person liable as “the person or persons who actually signed the check in behalf of such drawer,” without condition, qualification, or limitation. The phrase “corporate officer” as used in B.P. 22 jurisprudence simply refers to that actual signatory, regardless of whether the person occupies a position enumerated in the Corporation Code or the corporate by-laws. The Court noted that in Pilipinas Shell and Navarra v. People, the doctrine was applied to a proprietor and a chief finance officer, neither of whom were statutory corporate officers under the Corporation Code. Because the law does not distinguish, the courts must not distinguish.

• Civil Liability After Acquittal: Rebujio’s acquittal extinguished any civil liability ex delicto arising from the issuance of the dishonored check. Where an accused signatory is convicted, B.P. 22 fuses criminal liability with the civil liability of the corporation, allowing the complainant to recover from the person who signed the check. Upon acquittal, however, that civil liability ex delicto is automatically extinguished. Any surviving civil obligation arises from a different source — here, ex contractu — and must be imputed to the corporation that actually incurred the debt. To hold an acquitted signatory civilly liable for the corporate check’s value would violate the doctrine of separate juridical personality, which keeps corporate debts distinct from the personal obligations of stockholders or officers. The Court expressly stated that there was no allegation or proof that Rebujio bound himself personally or used the corporate veil to perpetrate fraud. Thus, the civil liability fell solely on BHMGI, without prejudice to DIPC’s right to institute a separate civil action against the corporation.

• “Actual Signatory” Rule under Section 1, Batas Pambansa Bilang 22 — When a check is drawn by a corporation, the person or persons who actually signed the check on its behalf are the ones liable under the Act. This provision does not incorporate the definition of “corporate officer” from the Revised Corporation Code; it applies without qualification to whoever signed the instrument. The doctrine that civil liability is extinguished upon acquittal likewise applies to any such signatory.

• Extinction of Civil Liability Upon Acquittal in B.P. 22 Cases — The civil liability of the person who signed a corporate check in a B.P. 22 case is civil liability ex delicto, deemed instituted with the criminal action. A conviction fuses the criminal liability with the corporation’s civil liability, allowing recovery directly from the signatory. An acquittal, whether based on reasonable doubt or a finding that the act or omission did not exist, discharges the signatory from civil liability. Any remaining obligation is the sole responsibility of the corporation.

• Separate Juridical Personality — A corporation has a legal personality separate and distinct from its stockholders and officers. Corporate debts are not the personal debts of officers or stockholders. This doctrine becomes dispositive where the signatory has been acquitted and no independent ground for personal liability (such as fraud or a personal undertaking) is established.

• “When Batas Pambansa Bilang 22 cases, e.g., Gosiaco, Navarra, and Pilipinas Shell, speak of ‘corporate officers,’ such term is understood to pertain to ‘the person or persons who actually signed’ the corporate check who may or may not necessarily be the same persons considered as corporate officers under the Revised Corporation Code, as long as they are the ones who actually signed and issued the dishonored check on behalf of the corporation.”

• “[O]nce acquitted of the offense of violating BP 22, a corporate officer is discharged from any civil liability arising from the issuance of the worthless check in the name of the corporation he or she represents. This is without regard as to whether his or her acquittal was based on reasonable doubt or that there was a pronouncement by the trial court that the act or omission from which the civil liability might arise did not exist.”

• “To hold an acquitted corporate signatory, who is not a corporate officer as defined by the Revised Corporation Code, liable for the obligation of the corporation violates the doctrine of separate juridical personality, which provides that a corporation has a legal personality separate and distinct from that of people comprising it.”

• Pilipinas Shell Petroleum Corporation v. Duque, 805 Phil. 954 (2017) — Applied as controlling precedent. Established that an acquitted corporate officer is discharged from civil liability for a bouncing corporate check, and the rule extends to any signatory, not only statutory corporate officers.

• Navarra v. People, 786 Phil. 439 (2016) — Followed. Applied the corporate officer doctrine to a chief finance officer and clarified that the criminal liability of the person who issued the check stands independent of the corporation’s civil liability, but upon conviction, recovery may be had from the signatory.

• Gosiaco v. Ching, 603 Phil. 457 (2009) — Followed. Settled that the officer who actually signed the worthless check on behalf of the corporation may be held personally liable under B.P. 22 and civilly liable upon conviction.

• Wesleyan University-Philippines v. Maglaya, 803 Phil. 722 (2017) — Cited for the definition of corporate officers under the Corporation Code, which the Court distinguished as inapplicable to B.P. 22.

• Mitra v. People, 637 Phil. 645 (2010) — Cited for the principle that Section 1 of B.P. 22 is unequivocal and mandatory, without condition or limitation.

• Section 1, Batas Pambansa Bilang 22 — The provision that imposes criminal liability on any person who makes or draws and issues a check knowing of insufficient funds, and further provides that “[w]here the check is drawn by a corporation, company or entity, the person or persons who actually signed the check in behalf of such drawer shall be liable under this Act.” The Court interpreted this as the controlling definition of the person liable, overriding the Corporation Code’s enumeration of corporate officers for purposes of civil liability in B.P. 22 cases.

• Section 24, Revised Corporation Code (formerly Section 25) — Enumerates the mandatory corporate officers (president, treasurer, secretary, compliance officer) and such other officers as provided in the by-laws. The Court held that this provision does not supply the definition of “corporate officer” for B.P. 22 liability purposes.

Gesmundo, C.J., Leonen, SAJ., Hernando, Inting, Zalameda, M. Lopez, Gaerlan, Rosario, J. Lopez, Dimaampao, Marquez, and Kho, Jr., JJ., concurred. Caguioa, J., was on official leave but left a vote. Singh, J., was on leave.