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Corpo Case Digests - Set1 PDF
Corpo Case Digests - Set1 PDF
GOOD
EARTH
EMPORIUM
vs.
CA
Article
1240
CC
provides
that:
"Payment
shall
be
made
to
the
person
in
whose
favor
the
obligation
has
been
constituted,
or
his
successor
in
interest,
or
any
FACTS:
person
authorized
to
receive
it."
A
lease
contract
was
entered
between
Roces
Realty,
Inc.
(lessor)
and
Good
Earth
Emporium,
Inc.
(GEE)
(lessee)
for
a
term
of
3
years
at
a
monthly
rate
of
In
the
case
at
bar,
the
supposed
payments
were
not
made
to
Roces-‐Reyes
P65,000.00
for
a
5-‐storey
building
located
at
Sta.
Cruz,
Manila.
GEE
had
Realty,
Inc.
or
to
its
successor
in
interest
nor
is
there
positive
evidence
that
the
defaulted
in
its
payments
and
as
a
consequence,
Roces
filed
an
ejectment
case
payment
was
made
to
a
person
authorized
to
receive
it.
No
such
proof
was
(Unlawful
Detainer)
against
GEE.
submitted
but
merely
inferred
by
the
RTC
from
Marcos
Roces
having
signed
the
Lease
Contract
as
President
which
was
witnessed
by
Jesus
Marcos
Roces.
The
MTC
ordered
GEE
to
vacate
the
premises.
A
motion
for
execution
was
filed
by
latter,
however,
was
no
longer
President
or
even
an
officer
of
Roces-‐Reyes
Roces
while
simultaneously,
GEE
filed
a
Notice
of
Appeal.
However,
GEE
filed
Realty,
Inc.
at
the
time
he
received
the
money
and
signed
the
sale
with
pacto
de
motion
to
withdraw
the
appeal.
Upon
ex-‐parte
motion
by
Roces,
the
trial
court
retro.
He,
in
fact,
denied
being
in
possession
of
authority
to
receive
payment
for
issued
an
alias
writ
of
execution.
GEE
then
filed
a
motion
to
quash
the
writ
and
the
respondent
corporation
nor
does
the
receipt
show
that
he
signed
in
the
notice
of
levy
and
an
a
motion
for
the
issuance
of
a
restraining
order.
The
same
capacity
as
he
did
in
the
Lease
Contract
at
a
time
when
he
was
President
lower
court
issued
a
restraining
order
to
the
sheriff
to
hold
the
execution
for
respondent
corporation.
pending
hearing
in
the
motion
to
quash.
While
the
motion
was
pending,
GEE
filed
a
petition
for
relief
from
judgment
before
another
court
but
was
A
corporation
has
a
personality
distinct
and
separate
from
its
individual
dismissed.
MTC
denied
the
Motion
to
quash.
CA
denied
appeal
and
remanded
stockholders
or
members.
Being
an
officer
or
stockholder
of
a
corporation
does
the
case
to
the
RTC.
not
make
one's
property
also
of
the
corporation,
and
vice-‐versa,
for
they
are
separate
entities.
Shareowners
are
in
no
legal
sense
the
owners
of
corporate
RTC
found
the
amount
of
P1M
evidenced
by
Exhibit
"1"
and
another
P1M
property
(or
credits)
which
is
owned
by
the
corporation
as
a
distinct
legal
evidenced
by
pacto
de
retro
sale
instrument
(Exhibit
"2")
were
in
full
person.
As
a
consequence
of
the
separate
juridical
personality
of
a
corporation,
satisfaction
of
the
judgment
obligation.
CA
reversed.
the
corporate
debt
or
credit
is
not
the
debt
or
credit
of
the
stockholder,
nor
is
the
stockholder's
debt
or
credit
that
of
the
corporation.
ISSUE:
WON
there
was
full
satisfaction
of
the
judgment
debt
in
favor
of
Roces
which
CRUZ
vs.
DALISAY
would
justify
the
quashing
of
the
writ
of
execution.
DOCTRINE:
A
corporation
has
a
personality
distinct
and
separate
from
its
HELD:
individual
stockholders
or
members.
The
exhibits
show
that
nowhere
in
any
of
said
exhibits
was
there
any
writing
referring
to
any
settlement
between
the
parties
of
petitioners'
judgment
FACTS:
obligation.
Moreover,
there
is
no
indication
in
the
receipt,
Exhibit
"1",
that
it
In
a
sworn
complaint
dated
July
23,
1984,
Adelio
Cruz
(complainant)
charged
was
in
payment,
full
or
partial,
of
the
judgment
obligation.
Likewise,
there
is
no
Quiterio
Dalisay
(respondent),
Senior
Deputy
Sheriff
of
Manila,
with
indication
in
the
pacto
de
retro
sale
which
was
drawn
in
favor
of
Jesus
Marcos
malfeasance
in
office,
corrupt
practices
and
serious
irregularities
allegedly
Roces
and
Marcos
V.
Roces
and
not
the
respondent
corporation,
that
the
committed
as
follows:
(a)
Respondent
attached
and/or
levied
the
money
obligation
embodied
therein
had
something
to
do
with
petitioners'
judgment
belonging
to
complainant
Cruz
when
he
was
not
himself
the
judgment
debtor
in
obligation
with
respondent
corporation.
the
final
judgment
of
an
NLRC
case
sought
to
be
enforced
but
rather
the
company
known
as
“Qualitrans
Limousine
Service,
Inc.”.
(b)
Respondent
also
caused
the
service
of
the
alias
writ
of
execution
upon
complainant
who
is
a
resident
of
Pasay
City,
despite
knowledge
that
his
territorial
jurisdiction
covers
1
CORPORATION
LAW
CASE
DIGESTS
3C
&
3S
–
ATTY.
CARLO
BUSMENTE
Manila
only
and
does
not
extend
to
Pasay
City.
The
respondent’s
contention
BANK
OF
AMERICA
vs.
CA
was
that
when
he
garnished
complainant’s
cash
deposit
at
the
Philtrust
bank
he
was
merely
performing
a
ministerial
duty.
And
that
while
it
is
true
that
said
FACTS:
writ
was
addressed
to
Qualitrans
Limousine
Service,
Inc.,
it
is
also
a
fact
that
The
Litonjuas
were
engaged
in
the
shipping
business
and
owned
two
vessels,
complainant
had
executed
an
affidavit
before
the
Pasay
City
assistant
fiscal
through
their
wholly-‐owned
corporations.
With
their
business
doing
well,
the
stating
that
he
is
the
owner/
president
of
Qualitrans.
Because
of
that
petitioner
banks
induced
them
to
increase
the
number
of
their
ships
in
declaration,
the
counsel
for
the
plaintiff
in
the
labor
case
advised
him
to
serve
operation,
offering
them
easy
loans
to
acquire
said
vessels.
Thereafter,
notice
of
garnishment
on
the
Philtrust
bank.
On
November
12,
1984,
this
case
petitioners
acquired,
through
Litonjuas'
corporations
as
borrowers,
four
was
referred
to
the
Executive
Judge
of
the
Regional
Trial
Court
of
Manila
for
additional
vessels
which
were
registered
in
the
names
of
their
corporations.
investigation,
report
and
recommendation.
Prior
to
the
termination
of
the
The
Litonjuas
claimed,
among
others,
that
petitioners
as
trustees
did
not
fully
proceedings,
however,
complainant
executed
an
affidavit
of
desistance
stating
render
an
account
of
all
the
income
derived
from
the
operation
of
the
vessels
as
that
he
is
no
longer
interested
in
prosecuting
the
case
against
respondent
well
as
the
proceeds
of
the
subsequent
foreclosure
sale
and
that
the
loans
Dalisay
and
that
it
was
just
a
"misunderstanding"
between
them.
Upon
acquired
for
the
purchase
of
the
four
additional
vessels
matured
and
remained
respondent's
motion,
the
Executive
Judge
issued
an
order
dated
May
29,
1986
unpaid,
prompting
petitioners
to
have
all
the
six
vessels,
including
the
two
recommending
the
dismissal
of
the
case.
vessels
originally
owned
by
the
private
respondents,
foreclosed
and
sold
at
public
auction.
Petitioners
filed
a
motion
to
dismiss
on
grounds
of
forum
non
ISSUE:
conveniens
and
lack
of
cause
of
action
against.
WON
the
action
of
Dalisay
was
correct
ISSUE:
HELD:
WON
plaintiffs
have
no
cause
of
action
against
defendants
since
plaintiffs
are
NO.
The
Respondent’s
actuation
in
enforcing
a
judgment
against
complainant
merely
stockholders
of
the
corporations
which
are
the
registered
owners
of
the
who
is
not
a
judgment
debtor
in
the
case
calls
for
disciplinary
action.
What
is
vessels
and
the
borrowers
of
petitioners.
incumbent
upon
respondent
is
to
ensure
that
only
the
portion
of
a
decision
ordained
or
decreed
in
the
dispositive
part
should
be
the
subject
of
the
HELD:
execution.
The
tenor
of
the
NLRC
judgment
and
the
implementing
writ
is
clear
No.
Petitioners'
argument
that
private
respondents,
being
mere
stockholders
of
enough.
It
directed
Qualitrans
Limousine
Service,
inc.,
to
reinstate
the
the
foreign
corporations,
have
no
personalities
to
sue,
and
therefore,
the
discharged
employees
and
pay
them
full
backwages.
Respondent,
however,
complaint
should
be
dismissed,
is
untenable.
A
case
is
dismissible
for
lack
of
choose
to
“pierce
the
veil
of
corporate
entity”
usurping
a
power
belonging
personality
to
sue
upon
proof
that
the
plaintiff
is
not
the
real
party-‐in-‐interest.
to
the
court
and
assumed
improvidently
that
since
the
complainant
is
the
Lack
of
personality
to
sue
can
be
used
as
a
ground
for
a
Motion
to
Dismiss
owner/president
of
Qualitrans
Limousine
Service,
Inc.,
they
are
one
and
based
on
the
fact
that
the
complaint,
on
the
face
thereof,
evidently
states
no
the
same.
It
is
a
well
settled
doctrine
both
in
law
and
equity
that
as
a
legal
cause
of
action.
entity,
a
corporation
has
a
personality
distinct
and
separate
from
its
individual
stockholders
or
members.
The
mere
fact
that
one
is
president
of
In
the
case
at
bar,
the
complaint
contains
the
three
elements
of
a
cause
of
the
corporation
does
not
render
the
property
he
owns
or
possesses
the
action.
It
alleges
that:
(1)
plaintiffs,
herein
private
respondents,
have
the
right
property
of
the
corporation,
since
that
president,
as
an
individual,
and
the
to
demand
for
an
accounting
from
defendants
(herein
petitioners),
as
trustees
corporation
are
separate
entities.
by
reason
of
the
fiduciary
relationship
that
was
created
between
the
parties
involving
the
vessels
in
question;
(2)
petitioners
have
the
obligation,
as
trustees,
to
render
such
an
accounting;
and
(3)
petitioners
failed
to
do
the
same.
2
CORPORATION
LAW
CASE
DIGESTS
3C
&
3S
–
ATTY.
CARLO
BUSMENTE
AVON
DALE
GARMENTS,
INC.
vs.
NLRC
no
effect
on
the
identity
of
the
corporation,
or
in
its
property,
rights,
or
liabilities.
Respondents
NLRC
therefore,
did
not
commit
any
grave
abuse
of
FACTS:
discretion
in
holding
that
petitioner
should
likewise
include
private
Private
respondents
were
employees
of
petitioner
Avon
Dale
Garments,
Inc.
respondents'
employment
with
Avon
Dale
Shirt
Factory
in
computing
private
and
its
predecessor-‐in-‐interest,
Avon
Dale
Shirt
Factory.
Following
a
dispute
respondents'
separation
pay
as
petitioner
failed
to
substantiate
its
claim
that
brought
about
by
the
rotation
of
workers,
a
compromise
agreement
was
it
is
a
distinct
entity.
entered
into
between
petitioner
and
private
respondents
wherein
the
latter
were
terminated
from
service
and
given
their
corresponding
separation
pay.
CONCEPT BUILDERS vs. NLRC
However,
upon
refusal
of
the
petitioner
to
include
in
the
computation
of
private
FACTS:
respondents'
separation
pay
the
period
during
which
the
latter
were
employed
Herein
petitioner
is
a
domestic
corporation,
with
principal
office
at
355
Maysan
by
the
Avon
Dale
Shirt
Factory,
private
respondents
filed
a
complaint
with
the
Road,
Valenzuela,
Metro
Manila,
is
engaged
in
the
construction
business.
labor
arbiter
claiming
a
deficiency
in
their
separation
pay
According
to
private
Private
respondents
were
employed
by
said
company
as
laborers,
carpenters
respondents,
their
previous
employment
with
petitioner's
predecessor-‐in-‐
and
riggers.
interest,
Avon
Dale
Shirt
Factory,
should
be
credited
in
computing
their
separation
pay
considering
that
Avon
Dale
Shirt
factory
was
not
dissolved
and
Private
respondents
were
then
served
individual
written
notices
of
termination
they
were
not
in
turn
hired
as
new
employees
by
Avon
Dale
Garments,
Inc.
The
of
employment
by
petitioner,
effective
on
November
30,
1981.
It
was
stated
in
instant
petition
is
now
brought
by
petitioner
Avon
Dale
Garments,
Inc.,
the
individual
notices
that
their
contracts
of
employment
had
expired
and
the
anchored
on
the
sole
ground
that,
as
a
separate
and
distinct
entity,
it
should
not
project
in
which
they
were
hired
had
been
completed.
be
held
liable
for
private
respondents'
separation
pay
from
Avon
Dale
Shirt
Factory.
Petitioner
had
to
engage
the
services
of
sub-‐contractors
whose
workers
performed
the
functions
of
private
respondents.
Aggrieved,
private
ISSUE:
respondents
filed
a
complaint
for
illegal
dismissal,
unfair
labor
practice
and
WON
petitioner
is
a
separate
and
distinct
entity
from
Avon
Dale
Shirt.
non-‐payment
of
their
legal
holiday
pay,
overtime
pay
and
thirteenth-‐month
pay
against
petitioner.
HELD:
No.
Petitioner
failed
to
established
that
Avon
Dale
Garments,
Inc.,
is
a
On
December
19,
1984,
the
LA
rendered
judgment
against
petitioner.
On
separate
and
distinct
entity
from
Avon
Dale
Shirt
Factory,
absent
any
appeal,
the
NLRC
dismissed
the
motion
for
reconsideration.
showing
that
there
was
indeed
an
actual
closure
and
cessation
of
the
operations
of
the
latter.
The
mere
filing
of
the
Articles
of
Dissolution
with
the
Thereafter,
the
LA
issued
a
writ
of
execution
directing
the
sheriff
to
execute
the
Securities
and
Exchange
Commission,
without
more,
is
not
enough
to
support
decision
dated
Dec
19,
1984.
The
writ
was
partially
satisfied
through
the
conclusion
that
actual
dissolution
of
an
entity
in
fact
took
place.
On
the
garnishment.
On
February
1,
1989,
an
alias
writ
of
Execution
was
issued
by
the
contrary,
the
prevailing
circumstances
in
this
case
indicated
that
petitioner
LA
directing
the
sheriff
to
collect
the
balance
of
the
judgment
award.
company
is
not
distinct
from
its
predecessor
Avon
Dale
Shirt
Factory,
but
in
fact
merely
continued
the
operations
of
the
latter
under
the
same
owners,
On
July
13,
1989,
the
sheriff
issued
a
report
stating
that
he
tried
to
serve
the
the
same
business
venture,
at
same
address,
and
even
continued
to
hire
the
alias
writ
of
execution
on
petitioner
through
the
security
guard
on
duty
but
the
same
employees
(herein
private
respondents).
Thus,
conformably
with
service
was
refused
on
the
ground
that
petitioner
no
longer
occupied
the
established
jurisprudence,
the
two
entities
cannot
be
deemed
as
separate
premises.
and
distinct
where
there
is
a
showing
that
one
is
merely
the
continuation
of
the
other.
In
fact,
even
a
change
in
the
corporate
name
does
not
make
a
new
corporation,
whether
effected
by
a
special
act
or
under
a
general
law,
it
has
3
CORPORATION
LAW
CASE
DIGESTS
3C
&
3S
–
ATTY.
CARLO
BUSMENTE
A
second
alias
writ
was
issued
by
the
court
but
again
it
had
not
been
enforced
notion
of
separate
juridical
personality
is
used
to
defeat
public
convenience,
on
the
ground
that
the
employees
inside
petitioner’s
premises
claimed
they
justify
wrong,
protect
fraud
or
defend
crime,
or
is
used
as
a
device
to
defeat
the
were
employees
of
Hydro
Pipes
Philippines,
Inc.
(HPPI).
labor
laws,
this
separate
personality
of
the
corporation
may
be
disregarded
or
the
veil
of
corporate
fiction
pierced.
11
This
is
true
likewise
when
the
The
said
special
sheriff
recommended
that
a
"break-‐open
order"
be
issued
to
corporation
is
merely
an
adjunct,
a
business
conduit
or
an
alter
ego
of
another
enable
him
to
enter
petitioner's
premises
so
that
he
could
proceed
with
the
corporation.
public
auction
sale
of
the
aforesaid
personal
properties
on
November
7,
1989.
The
conditions
under
which
the
juridical
entity
may
be
disregarded
vary
On
November
6,
1989,
a
certain
Dennis
Cuyegkeng
filed
a
third-‐party
claim
according
to
the
peculiar
facts
and
circumstances
of
each
case.
No
hard
and
fast
with
the
Labor
Arbiter
alleging
that
the
properties
sought
to
be
levied
upon
by
rule
can
be
accurately
laid
down,
but
certainly,
there
are
some
probative
factors
the
sheriff
were
owned
by
Hydro
(Phils.),
Inc.
(HPPI)
of
which
he
is
the
Vice-‐ of
identity
that
will
justify
the
application
of
the
doctrine
of
piercing
the
President.
corporate
veil,
to
wit:
Private
respondents
filed
a
"Motion
for
Issuance
of
a
Break-‐Open
Order,"
1.
Stock
ownership
by
one
or
common
ownership
of
both
corporations.
alleging
that
HPPI
and
petitioner
corporation
were
owned
by
the
same
2.
Identity
of
directors
and
officers.
incorporator/stockholders.
They
also
alleged
that
petitioner
temporarily
3.
The
manner
of
keeping
corporate
books
and
records.
suspended
its
business
operations
in
order
to
evade
its
legal
obligations
to
4.
Methods
of
conducting
the
business.
them
and
that
private
respondents
were
willing
to
post
an
indemnity
bond
to
answer
for
any
damages
which
petitioner
and
HPPI
may
suffer
because
of
the
The
test
in
determining
the
applicability
of
the
doctrine
of
piercing
the
veil
of
issuance
of
the
break-‐open
order.
corporate
fiction
is
as
follows:
1.
Control,
not
mere
majority
or
complete
stock
control,
but
complete
HPPI
opposed
the
motion
alleging
that
the
2
corporations
are
engaged
in
2
domination,
not
only
of
finances
but
of
policy
and
business
practice
in
respect
different
kinds
of
businesses,
i.e.,
HPPI
is
a
manufacturing
firm
while
petitioner
to
the
transaction
attacked
so
that
the
corporate
entity
as
to
this
transaction
was
then
engaged
in
construction.
had
at
the
time
no
separate
mind,
will
or
existence
of
its
own;
The
LA
denied
the
motion
for
break-‐open
order
while
NLRC
on
appeal,
set
aside
2.
Such
control
must
have
been
used
by
the
defendant
to
commit
fraud
or
the
LA’s
order
and
issued
the
said
order.
wrong,
to
perpetuate
the
violation
of
a
statutory
or
other
positive
legal
duty
or
dishonest
and
unjust
act
in
contravention
of
plaintiff's
legal
rights;
and
ISSUE:
WON
the
doctrine
of
piercing
the
corporate
veil
should
not
have
been
applied
3.
The
aforesaid
control
and
breach
of
duty
must
proximately
cause
the
injury
in
this
case,
in
the
absence
of
any
showing
that
it
created
HPPI
in
order
to
evade
or
unjust
loss
complained
of.
its
liability
to
private
respondents
The
absence
of
any
one
of
these
elements
prevents
"piercing
the
corporate
HELD:
veil."
In
applying
the
"instrumentality"
or
"alter
ego"
doctrine,
the
courts
are
We
find
petitioner's
contention
to
be
unmeritorious.
It
is
a
fundamental
concerned
with
reality
and
not
form,
with
how
the
corporation
operated
and
principle
of
corporation
law
that
a
corporation
is
an
entity
separate
and
distinct
the
individual
defendant's
relationship
to
that
operation.
from
its
stockholders
and
from
other
corporations
to
which
it
may
be
connected.
But,
this
separate
and
distinct
personality
of
a
corporation
is
merely
a
fiction
created
by
law
for
convenience
and
to
promote
justice.
So,
when
the
4
CORPORATION
LAW
CASE
DIGESTS
3C
&
3S
–
ATTY.
CARLO
BUSMENTE
FIRST
PHIL.
INTERNATIONAL
BANK
vs.
CA
purported
sale
involving
the
same
real
property
"as
unenforceable
as
against
the
Bank",
which
is
the
petitioner
herein.
FACTS:
Producer
Banks
of
the
Philippines
(Bank
for
brevity)
acquired
BYME’s
six
In
other
words,
in
the
Second
Case,
the
majority
stockholders,
in
representation
[foreclosed]
parcels
of
land
in
Sta.
Rosa.
Thereafter,
Demetria
and
Janolo
of
the
Bank,
are
seeking
to
accomplish
what
the
Bank
itself
failed
to
do
in
the
wanted
to
purchase
said
properties.
After
several
negotiations
between
Rivera
original
case
in
the
trial
court.
In
brief,
the
objective
or
the
relief
being
sought,
(Bank’s
Manager)
and
Demetria
and
Janolo,
the
purchase
price
was
agreed
at
though
worded
differently,
is
the
same,
namely,
to
enable
the
petitioner
Bank
to
P5.5
million.
However,
sometime
in
1987,
Encarnacion,
the
new
conservator
of
escape
from
the
obligation
to
sell
the
property
to
respondent.
This
Court
ruled
the
bank,
wrote
a
letter
to
Demetria
and
Janolo,
and
informed
them
that
the
that
the
filing
by
a
party
of
two
apparently
different
actions,
but
with
the
same
proposal
to
purchase
the
proprieties
was
still
“under
study.”
(So
hindi
pa
raw
objective,
constituted
forum
shopping
ibebenta,
ganyan)
Consequently,
Demetria
and
Janolo
sent
demand
letters
to
the
Bank;
they
claimed
that
the
contract
of
sale
was
already
perfected.
They
Although
the
plaintiffs
in
the
Second
Case
(Henry
L.
Co,
et
al.)
are
not
name
even
sent
a
check
as
payment.
The
Bank,
conversely,
had
advertised
the
said
parties
in
the
First
Case,
they
represent
the
same
interest
and
entity,
namely,
properties
for
sale
to
any
buyer.
The
Bank
justified
its
noncompliance
with
petitioner
Bank,
because:
Demetrio
and
Janolo’s
demands
based
on
Rivera’s
lack
of
authority,
thus
such
“sale”
was
illegal.
Suits
ensued.
Demetria
and
Janolo
filed
for
specific
Firstly,
they
are
not
suing
in
their
personal
capacities,
for
they
have
no
direct
performance
with
damages
against
the
Bank.
[First
case]
personal
interest
in
the
matter
in
controversy.
They
are
not
principally
or
even
subsidiarily
liable;
much
less
are
they
direct
parties
in
the
assailed
contract
of
Co,
allegedly
owned
80%
of
Bank’s
shares
of
stocks,
filed
a
motion
to
intervene,
sale;
and
which
the
trial
court
denied
for
being
filed
late
(case
had
been
concluded).
On
the
other
hand,
the
Bank,
Rivera,
and
Encarnacion
appealed
the
trial
court’s
Secondly,
the
allegations
of
the
complaint
in
the
Second
Case
show
that
the
decision,
which
favored
Demetria
and
Janolo.
stockholders
are
bringing
a
"derivative
suit".
In
the
caption
itself,
petitioners
Persistent,
Co
and
other
stockholders
filed
a
“derivative
suit”
to
declare
the
claim
to
have
brought
suit
"for
and
in
behalf
of
the
Producers
Bank
of
the
“sale”
void.
[Second
case]
Janolo
answered
that
the
second
case
was
barred
by
Philippines".
Indeed,
this
is
the
very
essence
of
a
derivative
suit:
litis
pendentia/forum
shopping;
there
was
already
a
pending
case
in
CA
involving
the
same
parties,
issues
(Alam
nyo
naman
na
elements
eh!).
"An
individual
stockholder
is
permitted
to
institute
a
derivative
suit
on
behalf
of
the
corporation
wherein
he
holds
stock
in
order
to
Nevertheless,
CA
sustained
trial
court’s
ruling.
protect
or
vindicate
corporate
rights,
whenever
the
officials
of
the
[Ejercito
subsequently
substituted
Demetria
and
Janolo
pursuant
to
an
corporation
refuse
to
sue,
or
are
the
ones
to
be
sued
or
hold
the
assignment
made
by
the
latter.]
control
of
the
corporation.
In
such
actions,
the
suing
stockholder
is
regarded
as
a
nominal
party,
with
the
corporation
as
the
real
party
in
ISSUE:
interest.
(Gamboa
v.
Victoriano,
90
SCRA
40,
47
[1979];
Emphasis
WON
there
was
forum
shopping/litis
pendentia
to
justify
the
piercing
of
supplied).
corporate
veil.
Petitioner
also
tried
to
seek
refuge
in
the
corporate
fiction
that
the
personality
HELD:
[caveat:
lengthy
ruling]
of
the
Bank
is
separate
and
distinct
from
its
shareholders.
But
the
rulings
of
this
Yes.
The
original
complaint
in
the
court
a
quo
which
gave
rise
to
the
instant
Court
are
consistent:
"When
the
fiction
is
urged
as
a
means
of
perpetrating
a
petition
was
filed
by
the
buyer
(Demetria
and
Janolo,
and
Ejercito
as
substitute)
fraud
or
an
illegal
act
or
as
a
vehicle
for
the
evasion
of
an
existing
obligation,
against
the
seller
(Bank)
to
enforce
the
alleged
perfected
sale
of
real
estate.
On
the
circumvention
of
statutes,
the
achievement
or
perfection
of
a
monopoly
or
the
other
hand,
the
complaint
in
the
Second
Case
seeks
to
declare
such
generally
the
perpetration
of
knavery
or
crime,
the
veil
with
which
the
law
5
CORPORATION
LAW
CASE
DIGESTS
3C
&
3S
–
ATTY.
CARLO
BUSMENTE
covers
and
isolates
the
corporation
from
the
members
or
stockholders
who
Legal
Officer,
he
represented
members
of
the
Francisco
family
in
the
intestate
compose
it
will
be
lifted
to
allow
for
its
consideration
merely
as
an
aggregation
estate
proceedings
of
the
late
Benita
Trinidad.
However,
even
after
the
of
individuals."
termination
of
the
proceedings,
his
services
were
not
paid.
Said
family
members,
he
said,
were
also
incorporators,
directors
and
officers
of
petitioner.
Corporate
veil
cannot
be
used
to
shield
an
otherwise
blatant
violation
of
Hence
to
counter
petitioner's
collection
suit,
he
filed
a
permissive
counterclaim
the
prohibition
against
forum-‐shopping.
Shareholders,
whether
suing
as
the
for
the
unpaid
attorney's
fees.
majority
in
direct
actions
or
as
the
minority
in
a
derivative
suit,
cannot
be
allowed
to
trifle
with
court
processes,
particularly
where,
as
in
this
case,
the
RTC:
In
favor
of
Manuels.
corporation
itself
has
not
been
remiss
in
vigorously
prosecuting
or
defending
corporate
causes
and
in
using
and
applying
remedies
available
to
it.
To
rule
RESPONDENT’S
CONTENTION:
That
the
plaintiff-‐appellant
Francisco
Motors
otherwise
would
be
to
encourage
corporate
litigants
to
use
their
shareholders
Corporation
is
composed
of
the
heirs
of
the
late
Benita
Trinidad
as
directors
as
fronts
to
circumvent
the
stringent
rules
against
forum
shopping.
and
incorporators
for
whom
defendant
Gregorio
Manuel
rendered
legal
services
in
the
intestate
estate
case
of
their
deceased
mother.
Considering
the
Ultimately,
what
is
truly
important
to
consider
in
determining
whether
forum-‐ aforestated
principles
and
circumstances
established
in
this
case,
equity
and
shopping
exists
or
not
is
the
vexation
caused
the
courts
and
parties-‐litigant
by
a
justice
demands
plaintiff-‐appellant's
veil
of
corporate
identity
should
be
party
who
asks
different
courts
and/or
administrative
agencies
to
rule
on
the
pierced
and
the
defendant
be
compensated
for
legal
services
rendered
to
the
same
or
related
causes
and/or
to
grant
the
same
or
substantially
the
same
heirs,
who
are
directors
of
the
plaintiff-‐appellant
corporation."
reliefs,
in
the
process
creating
the
possibility
of
conflicting
decisions
being
rendered
by
the
different
fora
upon
the
same
issue.
In
this
case,
this
is
exactly
ISSUE:
the
problem:
a
decision
recognizing
the
perfection
and
directing
the
WON
the
doctrine
of
pirecing
the
veil
of
corporate
entity
shall
apply.
enforcement
of
the
contract
of
sale
will
directly
conflict
with
a
possible
decision
in
the
Second
Case
barring
the
parties
from
enforcing
or
implementing
the
said
HELD:
sale.
Indeed,
a
final
decision
in
one
would
constitute
res
judicata
in
the
other.
Given
the
facts
and
circumstances
of
this
case,
the
doctrine
of
piercing
the
corporate
veil
has
no
relevant
application
here.
Respondent
court
erred
in
FRANCISCO
MOTORS
COPORATION
vs
CA
&
SPOUSES
MANUEL
permitting
the
trial
court's
resort
to
this
doctrine.
The
rationale
behind
piercing
a
corporation's
identity
in
a
given
case
is
to
remove
the
barrier
between
the
FACTS:
corporation
from
the
persons
comprising
it
to
thwart
the
fraudulent
and
illegal
Petitioner
filed
a
complaint
against
private
respondents
Gregorio
and
Librada
schemes
of
those
who
use
the
corporate
personality
as
a
shield
for
undertaking
Manuel
to
recover
P3,412.06,
representing
the
balance
of
the
jeep
body
certain
proscribed
activities.
However,
in
the
case
at
bar,
instead
of
holding
purchased
by
the
Manuels
from
petitioner;
an
additional
sum
P20,454.80
certain
individuals
or
persons
responsible
for
an
alleged
corporate
act,
representing
the
unpaid
balance
on
the
cost
of
repair
of
the
vehicle;
and
the
situation
has
been
reversed.
It
is
the
petitioner
as
a
corporation
which
P6,000.00
for
cost
of
suit
and
attorney's
fees.
To
the
original
balance
on
the
is
being
ordered
to
answer
for
the
personal
liability
of
certain
individual
price
of
jeep
body
were
added
the
costs
of
repair.
In
their
answer,
private
directors,
officers
and
incorporators
concerned.
Hence,
it
appears
to
us
respondents
interposed
a
counterclaim
for
unpaid
legal
services
by
Gregorio
that
the
doctrine
has
been
turned
upside
down
because
of
its
erroneous
Manuel
in
the
amount
ofP50,000
which
was
not
paid
by
the
incorporators,
invocation.
Note
that
according
to
private
respondent
Gregorio
Manuel
his
directors
and
officers
of
the
petitioner.
The
trial
court
decided
the
case
on
June
services
were
solicited
as
counsel
for
members
of
the
Francisco
family
to
26,
1985,
in
favor
of
petitioner
in
regard
to
the
petitioner's
claim
for
money,
but
represent
them
in
the
intestate
proceedings
over
Benita
Trinidad's
estate.
also
allowed
the
counter-‐claim
of
private
respondents.
Both
parties
appealed.
These
estate
proceedings
did
not
involve
any
business
of
petitioner.
On
April
15,
1991,
the
Court
of
Appeals
sustained
the
trial
court's
decision.
Hence,
the
present
petition.
The
Manuels
said
that
he
was
petitioner's
Assistant
6
CORPORATION
LAW
CASE
DIGESTS
3C
&
3S
–
ATTY.
CARLO
BUSMENTE
The
personality
of
the
corporation
and
those
of
its
incorporators,
directors
and
CCC
and
invoked
the
decision
in
Ramoso
vs.
GCC
declaring
that
CCC-‐Equity
and
officers
in
their
personal
capacities
ought
to
be
kept
separate.
The
claim
for
other
franchised
companies
were
declared
as
one
corporation.
legal
fees
against
the
concerned
individual
incorporators,
officers
and
directors
could
not
be
properly
directed
against
the
corporation
without
violating
basic
ISSUE:
principles
governing
corporations.
Moreover,
every
action
—
including
a
WON
the
judgment
in
favor
of
petitioner
may
be
executed
against
respondent
counterclaim
—
must
be
prosecuted
or
defended
in
the
name
of
the
real
General
Credit
Corporation.
party-‐in-‐interest.
It
is
plainly
an
error
to
lay
the
claim
for
legal
fees
of
private
respondent
Gregorio
Manuel
at
the
door
of
petitioner
(FMC)
HELD:
rather
than
individual
members
of
the
Francisco
family.
YES.
A
corporation
is
an
artificial
being
created
by
operation
of
law,
having
the
right
of
succession
and
the
powers,
attributes,
and
properties
expressly
The
petition
of
Francisco
motors
is
granted
w/o
prejudice
of
the
private
authorized
by
law
or
incident
to
its
existence.
It
is
an
artificial
being
invested
by
respondent
to
file
another
suit
against
concerned
members
of
Francisco
law
with
a
personality
separate
and
distinct
from
those
of
the
persons
family.
composing
it
as
well
as
from
that
of
any
other
legal
entity
to
which
it
may
be
related.
It
was
evolved
to
make
possible
the
aggregation
and
assembling
of
REYNOSO
vs.
CA
huge
amounts
of
capital
upon
which
big
business
depends.
FACTS:
When
the
fiction
is
urged
as
a
means
of
perpetrating
a
fraud
or
an
illegal
act
or
Commercial
Credit
Corporation
(CCC)
decided
to
organize
franchise
companies
as
a
vehicle
for
the
evasion
of
an
existing
obligation,
the
circumvention
of
in
different
parts
of
the
country
by
resorting
to
decentralization
(branching
statutes,
the
achievement
or
perfection
of
a
monopoly
or
generally
the
out).
Petitioner
Reynoso
was
designated
as
resident
manager
of
CCC-‐Quezon
perpetration
of
knavery
or
crime,
the
veil
with
which
the
law
covers
and
City.
isolates
the
corporation
from
the
members
or
stockholders
who
compose
it
will
be
lifted
to
allow
for
its
consideration
merely
as
an
aggregation
of
individuals.
CCC-‐QC
entered
into
an
exclusive
management
contract
with
CCC
wherein
CCC-‐ When
the
mother
corporation
and
its
subsidiary
cease
to
act
in
good
faith
and
QC
shall
sell,
discount,
or
assign
its
receivables
to
CCC.
However,
this
was
honest
business
judgment,
when
the
corporate
device
is
used
by
the
parent
to
discontinued
due
to
the
DOSRI
Rule
imposed
by
the
Bangko
Sentral
ng
avoid
its
liability
for
legitimate
obligations
of
the
subsidiary,
and
when
the
Pilipinas.
corporate
fiction
is
used
to
perpetrate
fraud
or
promote
injustice,
the
law
steps
in
to
remedy
the
problem.
When
that
happens,
the
corporate
character
is
not
In
order
to
avoid
the
new
restriction,
CCC
formed
CCC-‐Equity.
CCC
transferred
necessarily
abrogated.
It
continues
for
legitimate
objectives.
However,
it
is
30%
of
its
equity
to
CCC-‐Equity.
However,
a
complaint
of
sum
of
money
with
pierced
in
order
to
remedy
injustice,
such
as
that
inflicted
in
this
case.
preliminary
attachment
was
instituted
against
Reynoso.
CCC-‐Equity
dismissed
the
employment
of
Reynoso.
The
complaint
alleged
that
Reynoso
embezzled
the
Factually
and
legally,
the
CCC
had
dominant
control
of
the
business
operations
funds
of
CCC-‐QC
and
used
it
to
purchase
a
house
and
lot.
of
CCC-‐QC.
The
exclusive
management
contract
insured
that
CCC-‐QC
would
be
managed
and
controlled
by
CCC
and
would
not
deviate
from
the
commands
of
The
trial
court
ruled
in
favor
of
Reynoso.
the
mother
corporation.
In
addition
to
the
exclusive
management
contract,
CCC
Meanwhile,
CCC
became
General
Credit
Corporation
(GCC).
RTC
ordered
GCC
to
appointed
its
own
employee,
petitioner,
as
the
resident
manager
of
CCC-‐QC.
file
its
comment.
However,
GCC
opposed
it
and
allege
that
it
was
not
party
to
the
case.
It
contends
that
it
is
a
corporation
separate
and
distinct
from
CCC-‐QC
Petitioner’s
designation
as
“resident
manager”
implies
that
he
was
placed
in
and,
therefore,
its
properties
may
not
be
levied
upon
to
satisfy
the
monetary
CCC-‐QC
by
a
superior
authority.
In
fact,
even
after
his
assignment
to
the
judgment
in
favor
of
petitioner.
In
short,
respondent
raises
corporate
fiction
as
subsidiary
corporation,
petitioner
continued
to
receive
his
salaries,
allowances,
its
defense.
Petitioner
replied
that
CCC-‐QC
is
an
adjunct,
conduit
and
agency
of
and
benefits
from
CCC,
which
later
became
respondent
General
Credit
7
CORPORATION
LAW
CASE
DIGESTS
3C
&
3S
–
ATTY.
CARLO
BUSMENTE
Corporation.
Not
only
that.
Petitioner
and
the
other
permanent
employees
of
Federation
of
Labor
Unions
(NAFLU),
and
claiming
to
be
the
bargaining
agent
of
CCC-‐QC
were
qualified
members
and
participants
of
the
Employees
Pension
the
security
guards,
sent
a
Notice
of
Strike
to
FISI/MISI.
The
members
of
the
Plan
of
CCC.
union
which
include
petitioners
picketed
the
premises
of
FTC.
The
Regional
Trial
Court
of
Pasig,
however,
issued
a
writ
of
injunction
to
enjoin
the
picket.
There
are
other
indications
in
the
record
which
attest
to
the
applicability
of
the
identity
rule
in
this
case,
namely:
the
unity
of
interests,
management,
and
Simeon
de
Leon,
together
with
sixteen
(16)
other
complainants
instituted
the
control;
the
transfer
of
funds
to
suit
their
individual
corporate
conveniences;
instant
case
before
the
Arbitration
Branch
of
the
NLRC.
Petitioners
alleged
that
and
the
dominance
of
policy
and
practice
by
the
mother
corporation
insure
that
.
They
were
assigned
to
work
as
security
guards
at
the
company's
main
factory
CCC-‐QC
was
an
instrumentality
or
agency
of
CCC.
plant,
its
tobacco
redrying
plant
and
warehouse.
They
averred
that
they
performed
their
duties
under
the
control
and
supervision
of
FTC's
security
As
petitioner
stresses,
both
CCC
and
CCC-‐QC
were
engaged
in
the
same
principal
supervisors.
They
were
severed
from
work
without
valid
cause.
Respondent
line
of
business
involving
a
single
transaction
process.
Under
their
discounting
FTC,
on
the
other
hand,
maintained
that
there
was
no
employer-‐employee
arrangements,
CCC
financed
the
operations
of
CCC-‐QC.
The
subsidiary
sold,
relationship
between
FTC
and
petitioners.
It
said
that
at
the
time
of
the
discounted,
or
assigned
its
accounts
receivables
to
CCC.
termination
of
their
services,
petitioners
were
the
employees
of
MISI
which
was
a
separate
and
distinct
corporation
from
FTC.
Paraphrasing
the
ruling
in
Claparols
v.
Court
of
Industrial
Relations,
reiterated
in
Concept
Builders
Inc.
v.
National
Labor
Relations,
it
is
very
obvious
that
The
Labor
Arbiter
found
respondents
liable
for
the
charges.
Rejecting
FTC's
respondent
“seeks
the
protective
shield
of
a
corporate
fiction
whose
veil
the
argument
that
there
was
no
employer-‐employee
relationship
between
FTC
and
present
case
could,
and
should,
be
pierced
as
it
was
deliberately
and
petitioners,
he
ruled
that
FISI
and
FTC
should
be
considered
as
a
single
maliciously
designed
to
evade
its
financial
obligation
of
its
employees.”
employer.
On
appeal,
the
NLRC
reversed
and
set
aside
the
decision
of
the
Labor
Arbiter.
First,
it
held
that
the
Labor
Arbiter
erred
in
applying
the
"single
DE
LEON
vs.
NLRC
employer"
principle
and
concluding
that
there
was
an
employer-‐employee
relationship
between
FTC
and
FISI
on
one
hand,
and
petitioners
on
the
other
FACTS:
hand.
It
found
that
at
the
time
of
the
termination
of
the
contract
of
security
Fortune
Tobacco
Corporation
(FTC)
and
Fortune
Integrated
Services,
Inc.
(FISI)
services
which,
at
that
time,
had
been
renamed
Magnum
Integrated
Services,
entered
into
a
contract
for
security
services
where
the
latter
undertook
to
Inc.
had
a
different
set
of
stockholders
and
officers
from
that
of
FTC.
They
also
provide
security
guards
for
the
protection
and
security
of
the
former.
The
had
separate
offices.
The
NLRC
held
that
the
principle
of
"single
employer"
and
petitioners
were
among
those
engaged
as
security
guards
pursuant
to
the
the
doctrine
of
piercing
the
corporate
veil
could
not
apply
under
the
contract.
The
incorporators
and
stockholders
of
FISI
sold
out
lock,
stock
and
circumstances.
barrel
to
a
group
of
new
stockholders
by
executing
for
the
purpose
a
"Deed
of
Sale
of
Shares
of
Stock".
On
the
same
date,
the
Articles
of
Incorporation
of
FISI
ISSUE:
was
amended
changing
its
corporate
name
to
Magnum
Integrated
Services,
Inc.
WON
the
petitioners
interfered
with
the
rights
of
the
workers.
(MISI).
A
new
by-‐laws
was
likewise
adopted
and
approved
by
the
Securities
and
Exchange
Commission.
HELD:
An
examination
of
the
facts
of
this
case
reveals
that
there
is
sufficient
ground
FTC
terminated
the
contract
for
security
services
which
resulted
in
the
to
conclude
that
respondents
were
guilty
of
interfering
with
the
right
of
displacement
of
some
five
hundred
eighty
two
(582)
security
guards
assigned
petitioners
to
self-‐organization
which
constitutes
unfair
labor
practice
under
by
FISI/MISI
to
FTC,
including
the
petitioners
in
this
case.
FTC
engaged
the
Article
248
of
the
Labor
Code.[8]
Petitioners
have
been
employed
with
FISI
since
services
of
two
(2)
other
security
agencies,
Asian
Security
Agency
and
Ligalig
the
1980s
and
have
since
been
posted
at
the
premises
of
FTC
-‐-‐
its
main
factory
Security
Services.
the
Fortune
Tobacco
Labor
Union,
an
affiliate
of
the
National
plant,
its
tobacco
redrying
plant
and
warehouse.
It
appears
from
the
records
8
CORPORATION
LAW
CASE
DIGESTS
3C
&
3S
–
ATTY.
CARLO
BUSMENTE
that
FISI,
while
having
its
own
corporate
identity,
was
a
mere
instrumentality
PNB
vs.
ANDRADA
of
FTC,
tasked
to
provide
protection
and
security
in
the
company
premises.
The
records
show
that
the
two
corporations
had
identical
FACTS:
stockholders
and
the
same
business
address.
The
stockholders
of
FISI
sold
all
PNB
acquired
the
assets
of
Pampanga
Sugar
Mill
(PASUMIL)
that
were
earlier
their
participations
in
the
corporation
to
a
new
set
of
stockholders
which
foreclosed
by
DBP.
Prior
to
acquisition,
PASUMIL
engaged
the
services
of
renamed
the
corporation
Magnum
Integrated
Services,
Inc.
without
any
Andrada
Electric
and
Engineering
Company
for
electrical
rewinding
and
repair,
reason,
preterminated
its
contract
of
security
services
with
MISI
and
leaving
several
unpaid
accounts.
After
several
partial
payments,
the
total
contracted
two
other
agencies
to
provide
security
services
for
its
unpaid
balance
amounted
to
P513,263.80.
National
Sugar
Development
Corp.
premises.
This
resulted
in
the
displacement
of
petitioners.
(NASUDECO),
the
sugar
arm
of
PNB,
took
ownership
and
possession
of
the
assets
and
to
nationalize
and
consolidate
its
interest
on
other
PNB
controlled
“The
test
of
whether
an
employer
has
interfered
with
and
coerced
employees
sugar
mills.
within
the
meaning
of
section
(a)
(1)
is
whether
the
employer
has
engaged
in
conduct
which
it
may
reasonably
be
said
tends
to
interfere
with
the
free
Since
PNB
and
NASUDECO
refused
to
pay
the
amount,
Andrada
filed
an
action
exercise
of
employees'
rights
under
section
3
of
the
Act,
and
it
is
not
necessary
for
the
unpaid
balance
as
well
as
damages.
The
Trial
Court
ruled
in
favor
of
that
there
be
direct
evidence
that
any
employee
was
in
fact
intimidated
or
Andrada.
CA
affirmed.
coerced
by
statements
of
threats
of
the
employer
if
there
is
a
reasonable
inference
that
anti-‐union
conduct
of
the
employer
does
have
an
adverse
effect
PNB
posit
that
they
should
not
be
held
liable
for
the
corporate
debts
of
on
self-‐organization
and
collective
bargaining.”
PASUMIL,
because
their
takeover
of
the
latter's
foreclosed
assets
did
not
make
them
assignees.
On
the
other
hand,
Andrada
asserts
that
petitioners
and
We
are
not
persuaded
by
the
argument
of
respondent
FTC
denying
the
PASUMIL
should
be
treated
as
one
entity
and,
as
such,
jointly
and
severally
held
presence
of
an
employer-‐employee
relationship.
We
find
that
the
Labor
Arbiter
liable
for
PASUMIL's
unpaid
obligation.
correctly
applied
the
doctrine
of
piercing
the
corporate
veil
to
hold
all
respondents
liable
for
unfair
labor
practice
and
illegal
termination
of
ISSUE:
petitioners'
employment.
It
is
a
fundamental
principle
in
corporation
law
that
a
WON
PNB
is
liable
for
the
unpaid
debts
of
PASUMIL
to
Andrada.
corporation
is
an
entity
separate
and
distinct
from
its
stockholders
and
from
other
corporations
to
which
it
is
connected.
However,
when
the
concept
of
HELD:
separate
legal
entity
is
used
to
defeat
public
convenience,
justify
wrong,
protect
No.
As
a
rule,
a
corporation
that
purchases
the
assets
of
another
will
not
be
fraud
or
defend
crime,
the
law
will
regard
the
corporation
as
an
association
of
liable
for
the
debts
of
the
selling
corporation,
provided
the
former
acted
in
good
persons,
or
in
case
of
two
corporations,
merge
them
into
one.
The
separate
faith
and
paid
adequate
consideration
for
such
assets,
except
when
any
of
the
juridical
personality
of
a
corporation
may
also
be
disregarded
when
such
following
circumstances
is
present:
(1)
where
the
purchaser
expressly
or
corporation
is
a
mere
alter
ego
or
business
conduit
of
another
person.
impliedly
agrees
to
assume
the
debts,
(2)
where
the
transaction
amounts
to
a
consolidation
or
merger
of
the
corporations,
(3)
where
the
purchasing
The
purported
sale
of
the
shares
of
the
former
stockholders
to
a
new
set
of
corporation
is
merely
a
continuation
of
the
selling
corporation,
and
(4)
where
stockholders
who
changed
the
name
of
the
corporation
to
Magnum
Integrated
the
transaction
is
fraudulently
entered
into
in
order
to
escape
liability
for
those
Services,
Inc.
appears
to
be
part
of
a
scheme
to
terminate
the
services
of
FISI's
debts.
security
guards
posted
at
the
premises
of
FTC
and
bust
their
newly-‐organized
union
which
was
then
beginning
to
become
active
in
demanding
the
company's
The
question
of
whether
a
corporation
is
a
mere
alter
ego
is
one
of
fact.
compliance
with
Labor
Standards
laws.
Thus,
we
find
that
the
termination
of
Piercing
the
veil
of
corporate
fiction
may
be
allowed
only
if
the
following
petitioners'
services
was
without
basis
and
therefore
illegal.
elements
concur:
9
CORPORATION
LAW
CASE
DIGESTS
3C
&
3S
–
ATTY.
CARLO
BUSMENTE
(1)
control
—
not
mere
stock
control,
but
complete
domination
—
not
only
of
and
foreign
consumption.
The
Lipats
also
owned
the
“Mystical
Fashions”
in
the
finances,
but
of
policy
and
business
practice
in
respect
to
the
transaction
United
States,
which
sells
goods
imported
from
the
Philippines
through
BET.
attacked,
must
have
been
such
that
the
corporate
entity
as
to
this
transaction
Mrs.
Lipat
designated
her
daughter,
Teresita,
to
manage
BET
in
the
Philippines
had
at
the
time
no
separate
mind,
will
or
existence
of
its
own;
while
she
was
managing
the
“Mystical
Fashions”
in
the
US.
Sometime
in
1979,
Teresita,
by
virtue
of
the
special
power
of
attorney,
was
able
to
secure
for
and
(2)
such
control
must
have
been
used
by
the
defendant
to
commit
a
fraud
or
a
in
behalf
of
her
mother
and
BET,
a
loan
from
Pacific
Bank
amounting
to
P583K
wrong
to
perpetuate
the
violation
of
a
statutory
or
other
positive
legal
duty,
or
to
buy
fabrics
to
be
manufactured
by
BET
and
exported
to
“Mystical
Fashions”
a
dishonest
and
an
unjust
act
in
contravention
of
plaintiff's
legal
right;
and
in
the
US.
As
security
therefor,
the
Lipat
spouses
executed
a
Real
Estate
Mortgage
over
their
property
in
QC.
Later,
BET
was
incorporated
into
a
family
(3)
the
said
control
and
breach
of
duty
must
have
proximately
caused
the
injury
corporation
named
Bela’s
Export
Corporation
(BEC).
Eventually,
the
loan
was
or
unjust
loss
complained
of.
later
restructured
in
the
name
of
BEC
and
subsequent
loans
were
obtained
by
BEC
with
the
corresponding
promissory
notes
duly
executed
by
Teresita
on
The
absence
of
the
foregoing
elements
in
the
present
case
precludes
the
behalf
of
the
corporation.
Unfortunately,
BEC
defaulted
in
its
payments.
The
piercing
of
the
corporate
veil.
First,
other
than
the
fact
that
petitioners
acquired
real
estate
mortgage
was
foreclosed.
A
certificate
of
sale
was
issued
to
the
assets
of
PASUMIL,
there
is
no
showing
that
their
control
over
it
warrants
respondent
Eugenio
D.
Trinidad
as
the
highest
bidder.
In
1989,
the
spouses
the
disregard
of
corporate
personalities.
Lipat
filed
before
the
QC
RTC
a
complaint
for
annulment
of
the
real
estate
mortgage.
Trial
Court
pierced
the
veil
of
corporate
fiction
and
held
that
Bela’s
Second,
there
is
no
evidence
that
their
juridical
personality
was
used
to
commit
Export
Corporation
and
Lipats
are
one
and
the
same.
a
fraud
or
to
do
a
wrong;
or
that
the
separate
corporate
entity
was
farcically
used
as
a
mere
alter
ego,
business
conduit
or
instrumentality
of
another
entity
ISSUE:
or
person.
WON
the
doctrine
of
piercing
the
veil
of
corporate
fiction
is
applicable
Third,
respondent
was
not
defrauded
or
injured
when
petitioners
acquired
the
HELD:
assets
of
PASUMIL.
Yes.
We
find
that
the
evidence
on
record
demolishes,
rather
than
buttresses,
petitioner’s
contention
that
BET
and
BEC
are
separate
business
entities.
Note
The
court
further
ruled
that
there
is
no
consolidation
or
merger
with
respect
to
that
Mrs.
Lipat
admitted
that
she
and
her
husband
Alfredo,
were
the
owners
of
PASUMIL
and
PNB.
In
fact,
PASUMIL's
corporate
existence
had
not
been
legally
BET
and
were
two
of
the
incorporators
and
majority
stockholders
of
BEC.
BET
extinguished
or
terminated.
Further,
prior
to
PNB's
acquisition
of
the
and
BEC
are
one
and
the
same
and
the
latter
is
a
conduit
of
and
merely
foreclosed
assets,
PASUMIL
had
previously
made
partial
payments
to
succeeded
the
former.
Petitioner’s
attempt
to
isolate
themselves
from
and
hide
respondent
for
the
former's
obligation.
Neither
did
petitioner
expressly
or
behind
the
corporate
personality
of
BEC
so
as
to
evade
their
liabilities
to
Pacific
impliedly
agree
to
assume
the
debt
of
PASUMIL
to
respondent.
PNB
shall
study
Bank
is
precisely
what
the
classical
doctrine
of
piercing
the
veil
of
corporate
and
submit
recommendations
on
the
claims
of
PASUMIL's
creditors.
Clearly,
the
entity
seeks
to
prevent
and
remedy.
In
our
view,
BEC
is
a
mere
continuation
corporate
separateness
between
PASUMIL
and
PNB
remains,
despite
and
successor
of
BET
and
petitioners
cannot
evade
their
obligations
in
the
respondent's
insistence
to
the
contrary.
mortgage
contract
secured
under
the
name
of
BEC
on
the
pretext
that
it
was
signed
for
the
benefit
and
under
the
name
of
BET.
We
are
thus
constrained
to
BURGOS
LIPAT
vs.
PACIFIC
BANKING
CORP.
rule
that
the
CA
did
not
err
when
it
applied
the
instrumentality
doctrine
in
piercing
the
corporate
veil
of
BEC.
FACTS:
Petitioners
Sps.
Lipat
owned
“Bela’s
Export
Trading”
(BET),
a
single
proprietorship.
BET
was
engaged
in
the
manufacture
of
garments
for
domestic
10