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Petitioners Respondents Wenceslao S. Fajardo Romulo M. Jubay
Petitioners Respondents Wenceslao S. Fajardo Romulo M. Jubay
SYNOPSIS
SYLLABUS
DECISION
MENDOZA, J : p
In Civil Case No. Q-35598, entitled "Pepsi Cola Bottling Company of the
Philippines, Inc. v. Urbano (Ben) Reburiano and James Reburiano ," the
Regional Trial Court, Branch 103 rendered on June 1, 1987 a decision, the
dispositive portion of which reads: prcd
SO ORDERED.
After the case had been remanded to it and the judgment had become
final and executory, the trial court issued on February 5, 1991 a writ of
execution.
It appears that prior to the promulgation of the decision of the trial
court, private respondent amended its articles of incorporation to shorten its
term of existence to July 8, 1983. The amended articles of incorporation was
approved by the Securities and Exchange Commission on March 2, 1984.
The trial court was not notified of this fact.
On February 13, 1991, petitioners moved to quash the writ of
execution alleging — llibris
3. That when the trial of this case was conducted, when the
decision was rendered by this Honorable Court, when the said decision
was appealed to the Court of Appeals, and when the Court of Appeals
rendered its decision, the private respondent was no longer in
existence and had no more juridical personality and so, as such, it no
longer had the capacity to sue and be sued;
First. The question is whether the order of the trial court denying
petitioners' Motion to Quash Writ of Execution is appealable. As a general
rule, no appeal lies from such an order, otherwise litigation will become
interminable. There are exceptions, but this case does not fall within any of
such exceptions.
In Limpin, Jr. v. Intermediate Appellate Court, this Court held: 9
Certain, it is . . . that execution of final and executory judgments
may no longer be contested and prevented, and no appeal should lie
therefrom; otherwise, cases would be interminable, and there would be
negation of the overmastering need to end litigations.
There may, to be sure, be instances when an error may be
committed in the course of execution proceedings prejudicial to the
rights of a party. These instances, rare though they may be, do call for
correction by a superior court, as where —
1) the writ of execution varies the judgment;
2) there has been a change in the situation of the parties
making execution inequitable or unjust;
3) execution is sought to be enforced against property
exempt from execution;
4) it appears that the controversy has never been submitted
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to the judgment of the court;
5) the terms of the judgment are not clear enough and there
remains room for interpretation thereof; or,
We agree with this ruling. Rules of fair play, justice, and due process
dictate that parties cannot raise for the first time on appeal from a denial of
a Motion to Quash a Writ of Execution issues which they could have raised
but never did during the trial and even on appeal from the decision of the
trial court. 13
Third. In any event, if the question of private respondent's capacity to
sue can be raised for the first time in this case, we think petitioners are in
error in contending that "a dissolved and non-existing corporation could no
longer be represented by a lawyer and concomitantly a lawyer could not
appear as counsel for a non-existing judicial person." 14
Section 122 of the Corporation Code provides in part:
§122. Corporate Liquidation. — Every Corporation whose
charter expires by its own limitation or is annulled by forfeiture or
otherwise, or whose corporate existence for other purposes is
terminated in any other manner, shall nevertheless be continued as a
body corporate for three (3) years after the time when it would have
been so dissolved, for the purpose of prosecuting and defending suits
by or against it and enabling it to settle and close its affairs, to dispose
of and convey its property and to distribute its assets, but not for the
purpose of continuing the business for which it was established.
At any time during said three (3) years, said corporation is
authorized and empowered to convey all of its property to trustees for
the benefit of stockholders, members, creditors, and other persons in
interest. From and after any such conveyance by the corporation of its
property in trust for the benefit of its stockholders, members, creditors
and others in interests, all interests which the corporation had in the
property terminates, the legal interest vests in the trustees, and the
beneficial interest in the stockholders, members, creditors or other
persons in interest.
SO ORDERED.
Bellosillo, Puno, Quisumbing and Buena, JJ., concur.
Footnotes
1. Petition, Annex D; Rollo, pp. 14-15.
6. Petition, p. 5; Rollo , p. 6.
7. 103 SCRA 90 (1981).
8. Comment, pp. 4-6; Rollo , p. 54.
9. 147 SCRA 516, 521-523 (1987).