Hbd Partners Holdings v. Med Central

Summary

HBD Partners Holdings sued Med Central, Inc. and its stockholders and representative for rescission of a business sale agreement and return of P3 million partial payment after the buyer defaulted on installment payments. The Supreme Court affirmed the Court of Appeals' decision dismissing the case against individual stockholders and the corporate representative, applying fundamental principles of corporate law. The Court held that only the contracting corporations (HBD and MCI) are real parties in interest under the Memorandum of Agreement. Individual stockholders cannot be held personally liable for corporate obligations due to the separate juridical personality doctrine, and Aissa, as a mere agent acting within her authority, cannot be sued personally under Civil Code provisions. The decision reinforces the protective principle of corporate separate personality and proper application of real party in interest rules in commercial litigation.