This case has been cited 2 times or more.
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2014-04-21 |
ABAD, J. |
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| Moreover, granting that Bancommerce is not a party in the case between TRB and the respondent networks, the sale between TRB and Bancommerce should and must not, in any way, prejudice any creditors of the former. In the case cited by Justice Leonen in his separate dissenting opinion, Caltex (Philippines), Inc. vs. PNOC Shipping and Transport Corporation,[61] it was ruled: While the Corporation Code allows the transfer of all or substantially all the properties and assets of a corporation, the transfer should not prejudice the creditors of the assignor. The only way the transfer can proceed without prejudice to the creditors is to hold the assignee liable for the obligations of the assignor. The acquisition by the assignee of all or substantially all of the assets of the assignor necessarily includes the assumption of the assignor's liabilities, unless the creditors who did not consent to the transfer choose to rescind the transfer on the ground of fraud. To allow an assignor to transfer all its business, properties and assets without the consent of its creditors and without requiring the assignee to assume the assignor's obligations will defraud the creditors. The assignment will place the assignor's assets beyond the reach of its creditors.[62] | |||||
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2009-12-04 |
CARPIO, J. |
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| This Court has held that while the Corporation Code allows the transfer of all or substantially all of the assets of a corporation, the transfer should not prejudice the creditors of the assignor corporation.[87] Assuming that PNCC may transfer all or substantially all its assets, to allow PNCC to do so without the consent of its creditors or without requiring Radstock to assume PNCC's debts will defraud the other PNCC creditors[88] since the assignment will place PNCC's assets beyond the reach of its other creditors.[89] As this Court held in Caltex (Phil.), Inc. v. PNOC Shipping and Transport Corporation:[90] | |||||