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12.BPI v. LEEFacts

Respondent Lee fled a complaint or sum o money withdamages and application or the issuance o a writ o attachmentagainst Trendline and Buelvabeore the RT see!ing to recover histotal investment in the amount o "#.$ million. Lee alleged that hewas enticed to invest his money with Trendline upon Buelva%smisrepresentation that she was its duly licensed investment

consultant or commodity saleswoman. &is investments' however'were lost without any e(planation rom the deendants.The RT issued a writ o preliminary attachment whereby the

hec!)*)+atic ,avings -ccounts o Trendline with itytrust Ban!ingorporation' -yala Branch' in the total amount o "//'02.1/ weregarnished. ,ubseuently' the RT rendered a decision fndingdeendants 3ointly and severally liable to Lee or the ull amount ohis investment plus legal interest' attorney%s ees and costs o suit.The deendants appealed the RT decision to the -.

+eanwhile' itytrust fled beore the RT an 4rgent +otion and+aniestation see!ing a ruling on deendants% reuest to release"#01'5$.00 out o the garnished amount or the purpose o paying

Trendline%s ta( obligations. &aving been denied or lac! o3urisdiction' Trendline fled a similar motion with the - which thelatter denied or ailure to prove that deendants had no otherassets to answer or its ta( obligations.

itytrust and B"6 merged' with the latter as the survivingcorporation. The -rticles o +erger provide' among others' that 7allliabilities and obligations o itytrust shall be transerred to andbecome the liabilities and obligations o B"6 in the same manner asi the B"6 had itsel incurred such liabilities or obligations.8

The - denied the appealand a9rmed in totothe decision othe RT' which had become fnal and e(ecutory. &ence' Lee fled a+otion or :(ecution' which was granted. 4pon issuance o the

corresponding writ' he sought the release o the garnished depositso Trendline. ;hen the writ was implemented' however' B"6+anager +endo

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surviving or consolidated corporation had itsel incurred suchliabilities or obligationsE and any pending claim' action orproceeding brought by or against any o such constituentcorporations may be prosecuted by or against the surviving orconsolidated corporation. The rights o creditors or liens upon theproperty o any o such constituent corporations shall not beimpaired by such merger or consolidation.

6n sum' although itytrust was dissolved' no winding up o its

aCairs or liuidation o its assets' privileges' powers and liabilitiestoo! place. -s the surviving corporation' B"6 simply continued thecombined businesses o the two ban!s and absorbed all the rights'privileges' assets' liabilities and obligations o itytrust' includingthe latter%s obligation over the garnished deposits o thedeendants.