Excellent Quality Apparel vs WIN multi-rich builders INC.

Doctrine: A corporation is vested with juridical personality to file or defend an action

An artificial being:
1. a juridical person capable of having rights and obligations, w/ a personality separate and
distinct from its members or stockholders
2. hence, stockholders are not personally liable for corp. obligations and cannot be held
liable to third persons who have claims against the corp. beyond their agreed contribution to
the corporate capital (paidup capital and unpaid subscriptions) This is known as the doctrine
of limited liability.
Created by operation of law:
1. mere consent of the parties to form a corp. is not sufficient: the State must give its
consent either through a special law (in the case of a govt corp.) or a general law (for a
private corp.)
2. the general law under w/c a private corp. may be formed or organized is the Corporation
Code
Has the right of succession:
1. its continued existence during the term stated in its articles of incorp. cannot be affected
by any change in the members or stockholders
2. nor is it affected by the transfer of shares by a stockholder to a 3rd person
Has the powers, attributes and properties expressly authorized by law or incident to its
existence: as it is a mere creature of the law, it can exercise only such powers as the law
may choose to grant it, either expressly or impliedly.
A corporation comes into existence upon the issuance of the certificate of incorporation. Then and only
then will it acquire juridical personality to sue and be sued, enter into contracts, hold or convey
property or perform any legal act in its own name

In order for a corporation to be able to file suit and claim the receivables of its predecessor
in business, in this case a sole proprietorship, it must show proof that the corporation had
acquired the assets and liabilities of the sole proprietorship. Win could have easily presented
or attached any document e.g., deed of assignment which will show whether the assets,
liabilities and receivables of Multi-Rich were acquired by Win. Having been given the
opportunity to rebut the allegations made by petitioner, Win failed to use that opportunity.
Thus, we cannot presume that Multi-Rich is the predecessor-in-business of Win and hold that
the latter has standing to institute the collection suit.