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SAN JUAN STRUCTURAL AND STEEL FABRICATORS, INC.

, PETITIONER
V.
COURT OF APPEALS, MOTORICH SALES CORPORATION, NENITA LEE
GRUENBERG, ACL DEVELOPMENT CORP. AND JNM REALTY AND
DEVELOPMENT CORP., RESPONDENTS
GR no 129459 September 29, 1998
Panganiban, J.
SV: San Juan and Motorich entered into a contract wherein Motorich (through its
treasurer, Nenita Gruenberg, wife of the president and chairman of motorich) was to
transfer its rights over a parcel of land to San Juan. San Juan paid a downpayment of
P100,000 and when it was ready to pay the remaining balance, Motorich did not
respond to the demands of San Juan push through with the contract. One of the
allegations of San Juan is that since the spouses practically owns all the subscribed
capital stock of Motorich, no board resolution is needed for the contract to valid.
SC: Wrong. Cannot pierce corporate veil if there’s no proof that it was used to
commit fraud etc. just because the spouses own almost all of the stocks, piercing
should be allowed. Also the articles of corporation of Motorich clearly show that it
was not intended to be a close corporation (no limit on number of stockholders, no
restriction on transfer of stocks and that public offering of stocks is prohibited.)
1. San Juan allegedly entered into an agreement with Motorich Sales for the
transfer to San Juan a parcel of land in Murphy, Quezon City. San Juan paid
the downpayment of P100,000, while the balance will be paid on or before
March 2, 1989
2. Andres Co, president of San Juan wrote a letter to Motorich requesting for a
computation of the balance to be paid. This was coursed through the broker
of Motorich who wrote the computation of the balance.
3. San Juan was ready with the balance covered by a Metrobank Cashier’s check
payable to motorich
4. The 2 were supposed to meet at the office of San Juan but Motorich’s
treasurer Nenita Lee Gruenberg did not appear.
5. Motorich Sales Corporation despite repeated demands and in utter disregard
of its commitments had refused to execute the Transfer of Rights/Deed of
Assignment which is necessary to transfer the certificate of title
a. ACL Development Corp. is impleaded as a necessary party since
Transfer Certificate of Title No. (362909) 2876 is still in the name of
said defendant; while defendant JNM Realty & Development Corp. is
likewise impleaded as a necessary party in view of the fact that it is
the transferor of right in favor of defendant-appellee Motorich Sales
Corporation
6. ACL and Motorich entered into a deed of absolute sale where ACL transferred
the property to Motorich. A new title in the name of Motorich was issued
7. As a result of Nenita and Motorich’s bad faith in refusing to execute a transfer
of Rights/deed of assignment, San Juan suffered moral and nominal damages
(500,000), exemplary damages (100,000), and by reason of Motorich’s bad
faith in refusing to execute a transfer of rights/deed of assignment in favor of
San Juan, it lost the opportunity to construct a residential building in the sum
of P100,000.

8. Motorich and Nenita’s answer
a. President and chairman of Motorich did not sign the agreement
b. That Nenita’s signature is inadequate to bind Motorich, Mr.
Gruenberg’s signature is required (President and Chairman)
c. San Juan knew this from the beginning.
d. They agreed that if the payment was in check, they will meet at a bank
designated by San Juan where they will encash the check and sign the
Transfer of Rights/ Deed. But Nenita only informed them of the
availability of the check after banking hours
9. RTC dismissed the complaint. No evidence to show that Nenita had authority
to sign the contract. Nor was there evidence to show that the corporation
ratified the act.
10.CA affirmed with modification. Refund the P100,000 paid as downpayment to
San Juan.
ISSUES
1. Was there a valid contract of sale between San Juan and Motorich?
2. May the doctrine of piercing the veil of corporate fiction be applied to
motorich? (the only relevant issue)
3. Is the alleged alteration of Gruenberg’s testimony as recorded in the
transcript of stenographic notes material to the disposition of the case?
4. Are respondents liable for damages and Attorney’s fees?
1. No.



True there was an agreement signed by Gruenberg and Co but it cannot bind
Motorich because it never authorized or ratified such sale.
A corporation is a juridical person separate and distinct from its stockholders
or members. The property of the corporation is not the property of its
stockholders or members and may not be sold by the stockholder or
members without express authorization from the corporation’s board of
directors
a corporate officer or agent may represent and bind the corporation in
transactions with 3rd persons to the extent that the authority to do so has
been conferred upon him, and this includes powers which have been
intentionally conferred, and also such powers as, in the usual course of the
particular business, are incidental to, or may be implied from, the powers
intentionally conferred, powers added by custom and usage, as usually
pertaining to the particular officer or agent, and such apparent powers as the
corporation has caused persons dealing with the officer or agent to believe
that it has conferred
persons dealing with an assumed agent, whether the assumed agency be a
general or special one bound at their peril
Motorich categorically denies that it ever authorized Nenita Gruenberg, its
treasurer, to sell the subject parcel of land
San Juan had the burden of proving that Nenita was in fact authorized to
represent and bind Motorich in the transaction. IT failed to do so.


San Juan cannot assume that by virtue of her position, she was authorized to
sell the property of the corporation. Selling is obviously foreign to a corporate
treasurer's function.
San Juan also alleged that Motorich ratified the act of Nenita
o In this case, there is a clear absence of proof that Motorich ever
authorized Nenita Gruenberg, or made it appear to any third person
that she had the authority, to sell its land or to receive the earnest
money. Neither was there any proof that Motorich ratified, expressly or
impliedly, the contract. Petitioner rests its argument on the receipt
which, however, does not prove the fact of ratification. The document
is a hand-written one, not a corporate receipt, and it bears only Nenita
Gruenberg's signature. Certainly, this document alone does not prove
that her acts were authorized or ratified by Motorich.

2. No.


San Juan also argues that the veil of corporate fiction of Motorich should be
pierced because Motorich is a close corporation. (sps. Reynaldo Gruenberg
and Nenita owned all or almost all or 99.866% of subscribed capital stock).
Nenita needed no authorization from theboard to enter into the contract. That
the company can be treated as a close corporation which can be bound by
the acts of its principal stockholder who need no specific authority.
SC: issue was raised belatedly
Even if it wasn’t, the court still finds no reason to uphold the argument.
o the veil can be disregarded when it is utilized as a shield to commit
fraud, illegality or inequity; defeat public convenience; confuse
legitimate issues; or serve as a mere alter ego or business conduit of a
person or an instrumentality, agency or adjunct of another corporation
 San Juan utterly failed to establish that said corporation was
formed, or that it is operated, for the purpose of shielding any
alleged fraudulent or illegal activities of its officers or
stockholders; or that the said veil was used to conceal fraud,
illegality or inequity at the expense of third persons like
petitioner.
o It alleged that Motorich is a close corporation (see sec. 96)
 But there was no showing that the number of stockholders shall
not exceed 20, or a preemption of shares is restricted in favor of
any stockholder or of the corporation or listing its stocks in any
exchange or making a public offering is prohibited. From its
articles, it is clear that Respondent Motorich is not a close
corporation
 Motorich does not become one either, just because Spouses
Reynaldo and Nenita Gruenberg owned 99.866% of its
subscribed capital stock.
o San Juan cited Manuel Dulay enterprises v. CA wherein the court held
that a board resolution authorizing the sale executed by the president
is necessary. But the case is different in the case at bar since it was
Nenita the treasurer who entered into the contract.

o

there are exceptional cases where "an action by a director, who singly
is the controlling stockholder, may be considered as a binding
corporate act and a board action as nothing more than a mere
formality.
 In this case Nenita is not the sole controlling stockholder of
Motorich.
 Granting arguendo that the corporate veil of Motorich is to be
disregarded, the subject parcel of land would then be treated as
conjugal property of Spouses Gruenberg, because the same was
acquired during their marriage. Nenita Gruenberg could not
have effected a sale of the subject lot because there is no coownership between the spouses in the properties of the conjugal
partnership of gains.
 Assuming further, for the sake of argument, that the spouses'
property regime is the absolute community of property, the sale
would still be invalid. Under this regime, "alienation of
community property must have the written consent of the other
spouse or he authority of the court without which the disposition
or encumbrance is void

3. Challenged portion of the transcript of stenographic notes immaterial

Nenita Gruenberg did not testify that Motorich had authorized her to sell its
property.

4. Damages and Atty’s fees

an award of damages or attorney's fees cannot be justified. The allegations of
San Juan lacks basis.
Indeed, petitioner's claim of fraud and bad faith is unsubstantiated and fails
to persuade the Court. Indubitably, petitioner appears to be the victim of its
own officer's negligence in entering into a contract with and paying an
unauthorized officer of another corporation.
Nenita Gruenberg should be ordered to return to petitioner the amount she
received as earnest money, as "no one shall enrich himself at the expense of
another."

Petition DENIED. Assailed Decision AFFIRMED
Justin Benedict A. Moreto