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Here are select December 2012 rulings of the Supreme Court of the Philippines on commercial law:

Corporations; liability of corporate officers. Settled is the rule that debts incurred by directors, officers, and employees acting as corporate agents are not their direct liability but of the corporation they represent, except if they contractually agree/stipulate or assume to be personally liable for the corporation’s debts, as in this case.  Ildefonso S. Crisologo vs. People of the Philippines and China Banking Corporation, G.R. No. 199481, December 3, 2012.

Rehabilitation; purpose. Rehabilitation is an attempt to conserve and administer the assets of an insolvent corporation in the hope of its eventual return from financial stress to solvency. It contemplates the continuance of corporate life and activities in an effort to restore and reinstate the corporation to its former position of successful operation and liquidity. The purpose of rehabilitation proceedings is precisely to enable the company to gain a new lease on life and thereby allow creditors to be paid their claims from its earnings.

Rehabilitation shall be undertaken when it is shown that the continued operation of the corporation is economically feasible and its creditors can recover, by way of the present value of payments projected in the plan, more, if the corporation continues as a going concern than if it is immediately liquidated. Express Investments III Private Ltd. and Export Development Canada Vs. Bayan Telecommunications, Inc., The Bank of New York (as trustee for holders of the US$200,000,000 13.5% Seniour notes of Bayan Telecommunications, Inc.) and Atty. Remigio A. Noval (as the Court-appointed Rehabilitation Receiver of Bayantel). G.R. Nos. 174457-59/G.R. Nos. 175418-20/G.R. No. 177270. December 5, 2012

Rehabilitation; priority of secured creditors. The resolution of the issue at hand rests on a determination of whether secured creditors may enforce preference...

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