The
personality of a corporation is distinct and separate from the personalities of
its stockholders. Hence, its stockholders are not themselves the real parties
in interest to claim and recover compensation for the damages arising from the
wrongful attachment of its assets. Only the corporation is the real party in
interest for that purpose.xxx
xxx
There is no dispute that the properties subject to the levy on attachment
belonged to Arc Cuisine, Inc. alone, not to the Cuencas and Tayactac in their
own right. They were only stockholders of Arc Cuisine, Inc., which had a
personality distinct and separate from that of any or all of them. The damages
occasioned to the properties by the levy on attachment, wrongful or not,
prejudiced Arc Cuisine, Inc., not them. As such, only Arc Cuisine, Inc. had the
right under the substantive law to claim and recover such damages. This right
could not also be asserted by the Cuencas and Tayactac unless they did so in
the name of the corporation itself. But that did not happen herein, because Arc
Cuisine, Inc. was not even joined in the action either as an original party or
as an intervenor. The Cuencas and Tayactac were clearly not vested with any
direct interest in the personal properties coming under the levy on attachment by
virtue alone of their being stockholders in Arc Cuisine, Inc. Their
stockholdings represented only their proportionate or aliquot interest in the
properties of the corporation, but did not vest in them any legal right or
title to any specific properties of the corporation. Without doubt, Arc
Cuisine, Inc. remained the owner as a distinct legal person.
Given
the separate and distinct legal personality of Arc Cuisine, Inc., the Cuencas
and Tayactac lacked the legal personality to claim the damages sustained from
the levy of the former’s properties. According to Asset Privatization Trust v.
Court of Appeals, even when the foreclosure on the assets of the corporation
was wrongful and done in bad faith the stockholders had no standing to recover
for themselves moral damages; otherwise, they would be appropriating and
distributing part of the corporation’s assets prior to the dissolution of the
corporation and the liquidation of its debts and liabilities.xxx (StrongholdInsurance Company, Inc. Vs.Tomas Cuenca, et al., G.R. No. 173297. March 6, 2013)
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