G.R. No. L-6515. October 18, 1954

The Dagunoy Enterprises, Inc., a local corporation, with principal
office in the City of Manila filed in the Court of First Instance of
the City Civil Case No. 15923 against Rita L. Ponce and her husband
Domingo Ponce, for the collection of a loan of P6,190 with interest at
12 per cent per annum from June 24, 1950, plus P2,500 as attorney’s
fees and P34 as expenses of litigation. Defendant filed an answer
admitting practically all the allegations of the complaint, set up
affirmative defenses, and a counterclaim asking for the cancellation of
the mortgage which secured the payment of the loan of P6,190.

They also filed a petition for the inclusion of Potenciano Gapol as
a third party litigant, at the same time filing a third party complaint
against him asking for damages in the amount of P25,000. The plaintiff
corporation answered the counterclaim and opposed the petition for the
inclusion of a third party litigant. Thereafter, plaintiff corporation
filed a motion for judgment on the pleadings which petition was opposed
by the defendants. Then, on October 9, 1952, the trial court rendered
judgment whose dispositive part we reproduce below:

“EN VIUTUD DE TODO LO EXPUESTO, el Juzgado dicta
sentencia de acuerdo con los escritos, condenando a los demandados a
pagar a la demandante la suma de P6,190 mas sus intereses a razon de 12
por ciento anual desdc el 10 de marzo de 1951 hasta su eompleto pago,
mas P1,000 como honorarios de abogado y P34 corao gastos de la
incoaccion de esta demanda.

“Asi se ordena,.”

Defendants are now appealing from that decision.

The above-mentioned decision was rendered on the pleadings. The
facts of the case which we gathered from the said pleadings and which
we find are as follows. In the year 1950, defendant-appellant Domingo
Ponce was Chairman and Manager and his son Buhay M. Ponce was
Secretary-Treasurer, of the plaintiff corporation Daguhoy Enterprises,
Inc. On June 24th of said year Rita L. Ponce, wife of Domingo, executed
in favor of plaintiff corporation a deed of mortgage over a parcel of
land including the improvements thereon, situated in Manila, to secure
the payment of a loan of P5,000 granted to her by said corporation,
payable within six years with interest at 12 per cent per annum. On
March 10, 1951, Rita L. Ponce with the consent of her husband Domingo
executed another mortgage deed amending the first one, whereby the loan
was increased from P5,000 to P6,190, the terms and conditions of the
mortgage remaining the same. Rita and Domingo presented the two
mortgage deeds for registration in the office of the register of deeds,
but the said register after going over the papers noted defects and
deficiencies and advised Rita and Domingo to cure the defects and
furnish the necessary data, instead of complying with the suggestion
and requirements, the two withdrew the two mortgage deeds and then
mortgaged the same parcel of land in favor of the Rehabilitation
Finance Corporation (RFC) to secure a loan.

Potenciano Gapol was the majority stockholder in the Daguhoy
Enterprises, Inc. and naturally was interested in the security of the
payment of the loan aforesaid. Upon learning that the deeds of mortgage
were not registered and what is more, that they were withdrawn from the
office of the register of deeds and the land covered by the two deeds
was again mortgaged to the RFC, he filed Civil Case No. 13753 entitled
“Potenciano Gapol, for and on behalf of Daguhoy Enterprises, Inc. vs.
Domingo Ponce and Buhay M. Ponce” for accounting, not only for the
amount of the loan of F6,190 but apparently for other sums, possibly on
the theory that the loan in question was granted by Domingo and Buhay
acting as Chairman-Manager and Secretary-Treasurer, respectively of the
corporation. To account for the amount of said loan, Domingo and his son Buhay filed in court in said Civil Case No. 13753 a check of the
RFC in the amount of P6,190 in favor of the Daguhoy Enterprises, Inc.
and interests amounting to P266.10. After the deposit of said check and
interests, Potenciano Gapol in representation of the Daguhoy
Enterprises, Inc. petitioned the court in said Civil Case No. 13753 for
permission to withdraw the amounts, presumably to apply them to the
payment of the loan. Because of the opposition of defendants therein to
the withdrawal unless the mortgage by Rita was cancelled the court
denied the petition. A second petition for withdrawal was filed by
Gapol, agreeing to the cancellation of the mortgage as soon as the
amounts were withdrawn from the Court and deposited with the Bank of
America, in the name of Dagohoy Enterprises, Inc. Because of the
failure of defendants therein to agree to said second petition, the
same was similarly denied. Thereafter, the Daguhoy Enterprises, Inc.
filed the present action against Rita and her husband Domingo, as
already stated, to collect the amount of the loan, including interests.
Later plaintiff corporation filed a manifestation on September 18,
1952, saying that in the course of the pretrial conference held that
same morning in Civil Case No. 13753 the plaintiff therein waived his
cause of action for accounting for said sum, which waiver was approved
by the presiding Judge.

Although the original loan of P5,000 including the increase of
P1,190 was payable within six years from June 1950, and so did not
become due and payable until 1956, the trial court held that under
article 1198 of the new Civil Code, the debtor lost the benefit of the
period by reason of her failure to give the security in the form of the
two deeds of mortgage and register them, including defendants’ act in
withdrawing said  two deeds from the office of the register of deeds
and then mortgaging the same property in favor of the RFC; and so the
obligation became pure and without any condition and consequently, the
loan became due and immediately demandable. On this, we agree with the
trial Court.

One of the affirmative defenses set up by the defendants is that the
plaintiff corporation had no legal capacity to sue for the reason that
as a corporation it no longer was in existence because on April 3 6,
1953, at a meeting held by the stockholders and attended by Potenciano
Gapol, the majority stockholder, a resolution was adopted dissolving
the said corporation, and that as a matter of fact, Gapol was
designated Assignee. However, as contended by counsel for the appellee,
a mere resolution by the stockholders or by the Board of Directors of a
corporation to dissolve the same does not effect the dissolution but
that some other step, administrative or judicial, is necessary.
Furthermore, as stated by the trial court in its decision, under
section 77 of the Corporation Law, a corporation dissolved will
continue in existence as a judicial entity for a period of three years
after the declaration of its dissolution, to wind up its affairs and
protect its interests during the period of liquidation.

The point that remains for determination is the effect, if any, .on
the present case, of the deposit of the amount of P6,190 with part of
the interest, in Civil Case No. 33753. There is no question that said
deposit was in favor of the Daguhoy Enterprises, Inc. and eventually
would be given to it. But did the said deposit relieve the present
defendants from the payment of interests from the time of the deposit,
on the theory that the deposit amounted to a payment of the loan? The
answer must be in the negative. It should be remembered that Civil
Case No. 13753 though in the same Court of First Instance of Manila, is
a separate and different action, for accounting not only for the amount
of the loan but for other sums.

The plaintiff in that case was Gapol in behalf of the Daguhoy
Enterprises, Inc. and the defendants are Domingo Ponce and his son
Buhay M. Ponce. The parties in the present case are different.
Furthermore, when the plaintiff in said case 13753 petitioned the trial
court for permission to withdraw the deposit, presumably to pay the
loan involved in the present action, his petition was denied by the
court because of the opposition of the defendants therein, one of whom
is Domingo Ponce, co-defendant of Rita Ponce in the present case. The
result was that the present plaintiff corporation could not take
possession and dispose of said amount. In other words, the loan is not
yet paid.

We find no necessity for or profit in discussing and ruling on the
other points raised in the appeal. In view of the foregoing, with the
modification that the amount of attorney’s fees be reduced from P1,000
to P300 considering that no hearing was held, judgment having been
rendered on the pleadings, the decision appealed from is hereby
affirmed, with costs. . The sum in the form of an RFC check, and some
interest, deposited in Civil Case No. 13753 may be withdrawn to satisfy
the judgment in this case, especially to pay the loan of P6.190 and
part of the interest due.

Paras, C. J., Pablo, Bengzon, Padilla, Reyes, A., Jugo, Bautista Angelo, Concepcion, and Reyes, J, B. L., JJ., concur.