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177 - Sumera vs. Valencia

The corporation "Devota de Nuestra Señora de la Correa" was voluntarily dissolved in 1927 and an assignee was appointed to handle the liquidation. The assignee demanded payment of P600 from Eugenio Valencia, who only paid P200, leaving a balance of P400. When the assignee sued Valencia for the remaining amount in 1936, Valencia argued the case had prescribed. The court ruled that when an assignee handles liquidation, the 3 year period to file claims under section 77 does not apply, and the assignee can institute actions to liquidate assets even after 3 years. Therefore, the case against Valencia had not prescribed.

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470 views1 page

177 - Sumera vs. Valencia

The corporation "Devota de Nuestra Señora de la Correa" was voluntarily dissolved in 1927 and an assignee was appointed to handle the liquidation. The assignee demanded payment of P600 from Eugenio Valencia, who only paid P200, leaving a balance of P400. When the assignee sued Valencia for the remaining amount in 1936, Valencia argued the case had prescribed. The court ruled that when an assignee handles liquidation, the 3 year period to file claims under section 77 does not apply, and the assignee can institute actions to liquidate assets even after 3 years. Therefore, the case against Valencia had not prescribed.

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mimiyuki_
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177. SUMERA vs.

VALENCIA,
G.R. No. 45485, May 3, 1939

FACTS: On September 26, 1927, a petition was filed for the voluntary dissolution of "Devota de Nuestra
Señora de la Correa". The court approved the voluntary dissolution in an order dated February 14, 1928,
ordering the liquidation of the properties of the corporation and appointing Damaso P. Nicolas assignee
to take charge of sue liquidation. In compliance with his duty as such assignee, Nicolas to the house of
Eugenio Valencia and demanded of the latter the payment of the amount of P600 belonging the
corporation. As he did not have any money, Eugenio Valencia then promised to deliver the amount.
Upon being asked again, Valencia delivered to the assignee, Nicolas, the sum of P200, leaving a balance
of P400.

Nicolas, substituted by the herein appellant, Tiburcio Sumera, filed a motion with the court asking that
Eugenio Valencia be ordered to deliver to him the P400 belonging to the funds of the corporation then
later on filed a complaint.

Valencia, denied the fact alleged therein, and, as a special defense alleged that his obligation with the
corporation "Devota de Nuestra Señora de la Correa" has already been fully paid.

Trial Court rendered the decision that Valencia should pay the remaining P400 but also ruled that the
action has already been prescribed by virtue of Section 77 of Act No. 1459, the action should have been
brought within the three years following dissolution.

ISSUE: Whether or not the action against him, being filed on 1936, has already prescribed considering
the dissolution of the corporation happened in 1927.

RULING: No. In the light of the legal provision cited, interpretative of said laws, if the corporation carries
out the liquidation of its assets through its own officers and continues and defends the actions brought
by or against it, its existence shall terminate at the end of three years from the time of dissolution; but if
a receiver or assignee is appointed, as has been done in the present case, with or without a transfer of
its properties within three years, the legal interest passes to the assignee, the beneficial interest
remaining in the members, stockholders, creditors and other interested persons; and said assignee may
bring an action, prosecute that which has already been commenced for the benefit of the corporation,
or defend the latter against any other action already instituted or which may be instituted even outside
of the period of three years fixed for the offices of the corporation.

For the foregoing considerations, we are o the opinion and so hold that when a corporation is dissolved
and the liquidation o its assets is placed in the hands of a receiver or assignee, the period of three years
prescribed by section 77 of Act No. 1459 known as the Corporation Law is not applicable, and the
assignee may institute all actions leading to the liquidation of the assets of the corporation even after
the expiration of three years.

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