Case Name Western Agro vs.

CA
Topic Doctrine of Separate Judicial Personality
Case No. |
G.R. No. 82558 | August 20, 1990
Date
Ponente Gutierrez, Jr.
Petitioner WESTERN AGRO INDUSTRIAL CORPORATION and ANTONIO RODRIGUEZ
Respondent HON. COURT OF APPEALS and SIA'S AUTOMOTIVE AND DIESEL PARTS, INC.,
A corporation is invested by law with a separate personality, separate and distinct from
that of the persons composing it as well as from any other legal entity to which it may
Doctrine
be related. A corporation is an artificial person and can transact its business only
through its officers or agents. Necessarily, somebody has to act for it.

RELEVANT FACTS
● SIA Automotive and Diesel Parts, Inc. (SIA) filed with the Regional Trial Court (RTC) a complaint for
sum of money and damages against herein petitioners Western Agro Industrial Corporation
(WESGRO) and Antonio Rodriguez.
● The complaint alleged that WESGRO is doing business through Antonio Rodriguez, and that on
different occasions in 1980, 1981, and 1982, Rodriguez, in representing WESGRO brough on credit
different automotive spare parts from the private respondent which amounted to Php 100,753.80.
SIA further alleged that the said amount has long become due, and yet the petitioners refused to
pay such amount despite the repeated demands.
● In its answer with counterclaim, WESGRO admitted that it bought on credit various automotive
spare parts from the private respondent, represented by Antonio Rodriguez. It however denied that
its total obligation amounted to Php 100,753.80 as this amount is bloated for WESGRO had
already made various payments on different dates.
● Antonio Rodriguez on the other hand filed a motion to dismiss on the ground that the said
complaint states no cause of action against him for he was merely acting as a director and officer
of WESGRO and that he entered into the purchase contracts in his capacity as an officer or agent
of WESGRO and since the contract was with WESGRO which is a distinct legal entity, he should
not be held liable for the latter’s liabilities.
● Regional Trial Court (RTC)
o Denied the motion to dismiss on the ground that the court finds it necessary to include
Rodriguez as a party defendant for the trial court to arrive at a judicious adjudication on the
matters of the case.
o Subsequently issued a ruling which rendered a decision in favor of SIA and ordered both
private respondents herein to pay jointly and severally to the plaintiff
● Upon appeal to the Court of Appeals (CA), the latter affirmed the decision of the RTC

ISSUE:
WHETHER OR NOT Antonio Rodriguez can be made solidarily liable with the petitioner corporation for
debts incurred by the latter
RULING:

NO.

A corporation is invested by law with a separate personality, separate and distinct from that of the
persons composing it as well as from any other legal entity to which it may be related. A corporation is
an artificial person and can transact its business only through its officers or agents. Necessarily,
somebody has to act for it.
 In the case at bar, there is no showing that Antonio Rodriguez, who is a director and officer of WESGRO
was not authorized by the corporation to enter into purchase contracts with SIA. Moreover, the
respondent corporation has not shown in any circumstances that would necessitate the piercing of the
corporate veil so as to make Rogriguez personally liable for the obligations incurred by the petitioner
corporation. Hence, the inevitable conclusion is that he was acting in behalf of the corporation when he
executed the purchase contracts with the respondent corporation. In sum, Rodriguez was merely acting
in a representative manner for the corporation in its dealings with the respondent corporation and such
acts are deemed to be corporate acts for which the corporation should be made liable for any
obligations arising from them.

DISPOSITIVE PORTION

WHEREFORE, the instant petition is hereby PARTLY GRANTED. The questioned decision of the Court
of Appeals is modified in that petitioner Antonio Rodriguez is declared not liable jointly and severally or
otherwise with petitioner WESTERN AGRO INDUSTRIAL CORPORATION for the money awards in favor
of respondent Sia's Automotive and Diesel Parts, Inc. The decision is affirmed in other respects.

100-word Digest

FACTS: SIA filed a complaint for sum of money and damages against WESGRO and Rodriguez, for its
unpaid balance insofar as the automotive parts to which WESGRO bought through Rodriguez. Rodriguez
however, on his part, alleged that he should not be held liable for the liabilities being claimed by SIA from
WESGRO insofar as he was only acting as an officer or an agent of WESGRO. Hence, there is no personal
liability on his part.

ISSUE: W/N Rodriguez can be made solidarily liable for obligations incurred by WESGRO

HELD: NO. A corporation is an artificial person and can transact business of its own through its officers.
Rodriguez was merely acting in a representative manner for the corporation in its dealings with SIA, and
such acts are deemed to be corporate acts for which WESGRO should be made liable for any obligation
arising therefrom.