Practice question
A debtor corporation releases a subscriber's unpaid balance without valuable consideration, to creditors' prejudice. A creditor proves the release and seeks the amount under the trust fund doctrine. The subscriber relies solely on the release to claim immunity. Under Halley as explained in Enano-Bote, which is sound?
- Every gratuitous release conclusively defeats creditors.
- Only a certificate's color matters.
- The creditor must accept any release even if prejudicial.
- The proved prejudicial release is a recognized ground for applying the doctrine; the release is not an automatic defense.
- The shareholder thereby becomes immune from every other law.
Legal references
- Halley v. Printwell, GR157549, May30 2011, main decision: https://lawphil.net/judjuris/juri2011/may2011/gr_157549_2011.html
- Enano-Bote v. Alvarez, GR223572, November10 2020, main decision: https://lawphil.net/judjuris/juri2020/nov2020/gr_223572_2020.html
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