Mindanao Savings v. Edward Willkom; Gilda Go; Remedios Uy; Malayo Bantuas

Summary

MSLAI, represented by liquidator PDIC, sought to annul a sheriff's sale of properties originally owned by FISLAI, claiming the corporations had merged. The Supreme Court denied the petition, ruling that the attempted merger between FISLAI and DSLAI (later MSLAI) was invalid because the articles of merger were never registered with the SEC and no certificate of merger was issued, as required under the Corporation Code. Without a valid merger, the corporations remained separate legal entities, and MSLAI had no standing to challenge the execution sale of FISLAI's properties to satisfy a judgment debt owed by FISLAI. The Court also held that no novation occurred because the creditor never consented to the substitution of debtor, and the assignment of assets was not effective against third parties without proper registration. The decision reinforces the strict compliance required for corporate mergers and the separate corporate personality doctrine.