British-American Engineering Corporation v. Alto Surety And Insurance Company

DIZON, J.:

Appeal taken by the Alto Surety and Insurance Co., Inc. - hereinafter referred to merely as Alto -, Antonio Quirino and Aleli R. Guzman-Quirino, in their respective capacity as President and Secretary-Treasurer of said company, from the final judgment of the Court of First Instance of Manila in Civil Case No. 32209 entitled "British-American Engineering Corporation vs. Alto Surety & Insurance Co., Inc., et al." On April 1, 1957, British-American Engineering Corporation - hereinafter referred to as appellee - filed the present action in the Court of First Instance of Manila to compel appellants to issue in its favor certificates of stock corresponding to 2,500 shares of the capital stock of Alto, to refund the amount of P99,769.48 representing cash advances and payments which appellee had allegedly made, with legal interest from the respective dates they were advanced, plus 30% of the total amount involved therein as attorney's fees, and the costs of suit.

Appellee's claim was that on April 1, 1947, it paid Alto, through its Secretary-Treasurer, Mrs. Aleli R. Guzman-Quirino, the sum of P150,000.00 as purchase price of 1,500 shares of its capital stock at P100.00 per share (Exhibit A), that again on November 19, 1947 appellee paid Alto, through the same officer, the sum of P100,084.42 for 1,000 shares of its capital stock at P100.00 per share (Exhibit B); that despite repeated demands made by appellee appellants failed or otherwise refused to issue the corresponding certificates of stock in its favor. On the other hand, besides contending that appellee's cause of action, if any, had prescribed appellants claimed that the documents Exhibits A and B do not represent the true agreement of the parties, that the amounts mentioned therein were in fact paid for the account of Antonio Quirino chargeable to his share in the profits realized in his joint venture with appellee corporation and/or N. R. Lynevitche, its President and Managing Director, involving the importation and exportation of heavy equipment and other merchandise done in the name of appellee in 1946 and 1947.

As far as the records discloses, Alto was formally incorporated on April 8, 1947. One week prior to that date Mrs. Quirino, acting already as Secretary-Treasurer of Alto, issued the voucher Exhibit A acknowledging receipt of the sum of P150,000.00 ostensibly in payment of 1,500 shares of Alto subscribed or purchased by appellee. The amount, however, was actually credited as payment of the subscriptions of the original subscribers to the capital stock of Alto as follows: Name No. of Shares Amount Amount Paid Up Antonio Quirino 5,200 P520,000.00 P130,000.00 Aleli R. Guzman-Quirino 400 40,000.00 10,000.00 Petronila Syquia 200 20,000.00 5,000.00 Tomas Quirino 100 10,000.00 2,500.00 Angela A. Guzman 100 10,000.00 2,500.00