Dio Implant Philippines Corporation sold dental and cosmetic products to Beverly Hills Medical Group, Inc. (BHMGI).
To pay for the purchases, BHMGI issued a corporate check worth ₱297,051.86. The check was signed by George Rebujio, the company’s finance officer and authorized signatory.
When Dio Implant deposited the check, it bounced because it had been drawn against insufficient funds. Despite repeated demands, the obligation remained unpaid. Dio Implant filed a criminal case against Rebujio for violating the Bouncing Checks Law (B.P. Blg. 22).
During trial, Rebujio maintained that the obligation belonged to BHMGI, not to him personally. He argued that he merely signed the check in his capacity as the company’s finance officer.
The trial court eventually acquitted him. The prosecution failed to prove beyond reasonable doubt that Rebujio personally received the notice of dishonor—an essential element of the offense under B.P. Blg. 22.
The trial court nevertheless ordered Rebujio to personally pay the value of the dishonored check, together with legal interest.
Could Rebujio still be held personally liable even after being acquitted?
No, he cannot be held liable. When a corporation issues a bouncing check, the person who actually signs the check may be held criminally liable. If convicted, that person may likewise be held civilly liable for the value of the dishonored check, even though the obligation originally belonged to the corporation.
But the reverse is equally true. When the corporate signatory is acquitted of the B.P. Blg. 22 charge, the corresponding civil liability arising from that criminal case is likewise extinguished. The complainant cannot continue collecting the corporate debt from the acquitted signatory simply because he signed the check.
The Supreme Court further emphasized that corporations have a legal personality separate and distinct from their officers and employees. The evidence showed that the obligation belonged to BHMGI. Rebujio did not personally purchase the products. Neither did he agree to become personally liable for the company’s debt. He merely signed the corporate check in his representative capacity as the company’s authorized finance officer.
Accordingly, the Court ruled that Rebujio could not be ordered to personally pay the amount of the corporate check after his acquittal.
The Supreme Court, however, made an important clarification. Its ruling did not erase the underlying debt. The creditor remained free to file the proper civil action against the corporation to recover the unpaid obligation. What the law did not allow was transferring that corporate obligation to an acquitted corporate signatory without a legal basis.
Rebujio v. Dio Implant Philippines. G.R. No. 269745, January 14, 2025.