MIGUEL SOLER, ASSIGNEE IN THE VOLUNTARY INSOLVENCY OF THE PURAY PLANTATION & DEVELOPMENT CO., PLAINTIFF AND APPELLEE, VS. SEBASTIAN S. BASTIDA, JUAN VARELA FERNANDEZ, CONCEPCION…

As
the assignee in insolvency of the Puray Plantation & Development
Co., Inc., the plaintiff brings this action against the defendants to
recover certain amounts of money.

The defendants answered with a general denial.

After the hearing of the case, the Court of First Instance of Manila
rendered judgment, the disposing part of which is as follows:

“Against
defendant Concepcion Ayala for the sum of six thousand pesos (P6,000);
against defendant Sebastian S. Bastida for the sum of ten thousand
fifteen and 80/100 pesos (P10,015.80); against defendant Maria Beltran
for the sum of five hundred pesos (P500); against defendant Juan Varela
Fernandez for the sum of nineteen thousand one hundred pesos (P19,100);
and against defendant Antonio Mestres for the sum of forty-four
thousand eight hundred pesos (P44,800), together with legal interest on
each and all of said sums from May 4, 1922, the date of the filing of
the complaint in this case, with the costs against the said defendants.

“The
claim of defendant Bartolome Pons y Pons against his codefendants
Concepcion Ayala, Sebastian S. Bastida, Maria Beltran, Juan Varela
Fernandez, and Antonio Mestres is hereby dismissed, without any finding
as to the costs.”

The defendants Sebastian
S. Bastida, Juan Varela Fernandez, Concepcion Ayala, and Maria Beltran
appeal from said judgment and assign as errors the following:

1. The finding that they are liable for the unpaid part of their subscribed shares.
2. The rendering of judgment against them for the payment of said unpaid subscriptions.
3. The denial of their motion for new trial.

The capital of the Puray Plantation & Development Co., Inc., was
originally P1,000. This capital was increased to P101,000. The
appellants question the legal validity of this increase. But, in our
opinion, the interpretation which can rightly be given to minutes No. 9
of the meeting of the stockholders (fol. 16, Exhibit A), is no other
than that it was really and in fact finally resolved to make such
increase. The power of the board of directors mentioned in
said minutes is not discretionary but correlative with the increase
agreed upon and mandatory in view of the final character of the
increase of the capital unanimously voted for by the stockholders.

The new shares were subscribed for by the following persons and in the amounts set opposite their names:

May 12, 1920:
	Concepcion Ayala	800
	Sebastian S. Bastida	400
	Juan Varela Fernandez	400
	Maria Beltran	400
		____	2,000
May 15, 1920: Antonio Mestres			400
June 1, 1920:
	Sebastian S. Bastida	200
	Juan Varela Fernandez	200
	Antonio Mestres	1,000
		______	1,400
June 10, 1920: Antonio Mestres			400
June 15, 1920:
	Sebastian S. Bastida	1,400
	Juan Varela Fernandez	1,400
	Antonio Mestres	2,800
	Bartolome Pons y Pong	200
		_____	5,800
			_____
	A total of		10,000
			or P100,00

The board of directors in an extraordinary meeting (minutes No. 10, Exhibit A), the object of which was “to restrict the sale of the shares newly issued” (not to restrict the new issue),
resolved to reduce the admitted subscriptions to P20,000. Supposing
that this last resolution tends to cancel the unsubscribed shares of
the new issue, such cancellation has no legal effect inasmuch as the
shares were already subscribed for, and it does not appear that there
was any just cause for such cancellation.

“A
corporation has no power to release an original subscriber to its
capital stock from the obligation of paying for his shares, without a
valuable consideration; * * *.” (Philippine Trust Co. vs. Rivera, 44 Phil., 469.)

The first assignment of error is therefore of no merit.

The evidence shows that the unpaid subscriptions are the following:

	Concepcion Ayala	P6,000.00
	Sebastian S. Bastida	19,015.80
	Maria Beltran	500.00
	Juan Varela Fernandez	19,100.00
	Antonio Mestres	44,800.00

If, as we find, the shares subscribed for after the increase of the
capital stock were payable and demandable, and it appearing that the
unpaid subscriptions are for the amounts above set out, the second
assignment of error of the appellants is groundless.

The third error is a consequence of the preceding ones.

The appellee calls the attention to an error committed in the judgment
appealed from with regard to the amount which Sebastian S. Bastida must
pay, and which, according to the disposing part of the judgment, is
P10,015.80, but, as appears from the findings of fact contained in said
judgment, must be P19,015.80.

We find that in the course of its original decision the trial court says the following:

”
* * * and the court is of the opinion that the coconspirators are not
jointly and severally liable for the payment of all the unpaid stock
subscriptions, but are only liable upon their own individual unpaid
stock subscriptions, as follows:

“Name of subscriber	No. of shares subscribed	Par value of shares subscribed		Amount paid	Balance due
*	*	*	*	*	*
“Sebastian S. Bastida	2,013	P20,130.00	net	P1,114.20	P10,015.80″

There
is of course an error in the “balance due,” for P20,130 minus P1,114.20
is not P10,015.80, but P19,015.80. And this arithmetical error gave
rise to the other error, which is clerical in nature, committed in the
disposing part of the judgment appealed from.

A clerical
error in the judgment appealed from may be corrected by the appellate
court. It was so held and done in the case of National Bank vs.
De la Viña (46 Phil., 63). It is therefore but just that such clerical
error committed in the judgment now before us should be corrected.

For the foregoing, the judgment appealed from is modified as to the sum
that Sebastian S. Bastida must pay, which is P19,015.80, and affirmed
in all other respects, with the costs against the appellants. So
ordered.

Johnson, Malcolm, Villamor, Ostrand, and Johns, JJ., concur.