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Philippine Bar review · Question

Practice question: Liability of Corporate Officers; Exceptions

Multiple Choice Hard

Practice question

The president and one director knowingly devise a fabricated charge and direct an illegal dismissal for personal retaliation. Their malicious participation is pleaded and proved. A finance officer had no participation, knowledge, bad faith, or separately established legal basis for liability. Which conclusion is best?
  1. All three are necessarily liable solely because they held office.
  2. No individual may ever be liable if a corporation exists.
  3. Only the finance officer is liable because money is involved.
  4. The corporation's obligation vanishes once an individual acts maliciously.
  5. Personal liability may attach to the proved participants; it does not automatically extend to the uninvolved finance officer.

Legal references

  • https://lawphil.net/judjuris/juri2024/apr2024/gr_265610_2024.html — Borromeo v. Lazada, G.R.265610, April3 2024, main opinion, corporate-officer liability.
  • https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html — Revised Corporation Code, Section30, liability of directors, trustees or officers.

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