Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
MJE
that said letter was coursed through the defendant- corporations, who shall hold office for 1 year and until
appellee’s broker. Linda Aduca who wrote the their successors are elected and qualified.
computation of the balance; that on March 2, 1989,
plaintiff-appellant was ready with the amount As a general rule, the acts of corporate officers within
corresponding to the balance, covered by Metrobank the scope of their authority are binding on the
cashier’s check no. 004223 payable to defendant- corporation. But when these officers exceed their
appellee Motorich Sales Corporation; that plaintiff- authority, their actions, cannot bind the corporation,
appellant and defendant-appellee were supposed to unless it has ratified such acts as is estopped from
meet in the plaintiff-appellant’s office but defendant- disclaiming them.
appellee’s treasurer, Nenita Lee Gruenbeg did not
appear; that defendant-appelle despite repeated
Because Motorich had never given a written
demands and in utter disregard of its commitments had
authorization to respondent Gruenbeg to sell its parcel
refused to execute the transfer of rights/deed of
of land, we hold that the February 14, 1989 agreement
assignment which is necessary to transfer the entered into by the latter with petitioner is void under
certificate of title; that defendant ACL development Article 1874 of the Civil Code. Being inexistent and
corporation is impleaded as a necessary party since
void from the beginning, said contract cannot be
TCT no. 362909 is still in the name of said defendant;
ratified.
while defendant VNM Realty and Development
Corporation is likewise impleaded as a necessary party
in view of the fact that it is the transferor of the right The statutorily granted privilege of a corporate veil
in favor of defendant-appellee Motorich Sales may be used only for legitimate purposes. On
Corporation; that on April 6, 1989 defendant ACL equitable consideration,the veil can be disregarded
Development Corporation and Motorich Sales when it is utilized as a shield to commit fraud,
Corporation entered into a deed of absolute sale illegality or inequity, defeat public convenience;
whereby the former transferred to the latter the subject confuse legitimate issues; or serve as a mere alter ego
property; that by reason of said transfer; the registry of or business conduit of a person or an instrumentality,
deeds of Quezon City issued a new title in the name of agency or adjunct of another corporation.
Motorich Sales Corporation, represented by
defendant-appellee Nenita Lee Gruenbeg and We stress that the corporate fiction should be set aside
Reynaldo L. Gruenbeg, under TCT no. 3751; that as a when it becomes a shield against liability for fraud, or
result of defendants-appellees Nenita and Motorich’s an illegal act on inequity committed on third person.
bad faith in refusing to execute a formal transfer of The question of piercing the veil of corporate fiction is
rights/deed of assignment, plaintiff-appellant suffered essentially, then a matter of proof. In the present case,
moral and nominal damages which may be assessed however, the court finds no reason to pierce the
against defendant-appellees in the sum of P500,000; corporate veil of respondent Motorich. Petitioner
that as a result of an unjustified and unwarranted utterly failed to establish the said corporation was
failure to execute the required transfer or formal deed formed, or that it is operated for the purpose of
of sale in favor of plaintiff-appellant, defendant- shielding any alleged fraudulent or illegal activities of
appellees should be assessed exemplary damages in its officers or stockholders; or that the said veil was
the sum of P100,000; that by reason of the said bad used to conceal fraud, illegality or inequity at the
faith in refusing to execute a transfer in favor of expense of third persons like petitioner.
plaintiff-appellant the latter lost opportunity to
construct a residential building in the sum of P100,000
RYUICHI YAMAMOTO v.
and that as a consequence of such bad faith, it has been
constrained to obtain the services of counsel at an NISHINO LEATHER INDUSTRIES,
agreed fee of P100,000 plus appearance fee of for INC. and IKUO NISHINO 551
every appearance in court hearings. SCRA 447 (2008)
Issues: Whether or not the corporation’s treasurer act To disregard the separate juridical
can bind the corporation. personality of a corporation, the
wrongdoing or unjust act in
Whether or not the doctrine of piercing the veil of
corporate entity is applicable.
contravention of a plaintiff’s legal rights
must be clearly and convincingly
Held: No. Such contract cannot bind Motorich, established. Also, without acceptance, a
because it never authorized or ratified such sale. mere offer produces no obligation.
Ryuichi Yamamoto and Ikuo Nishino
A corporation is a juridical person separate and agreed to enter into a joint venture
distinct from its stockholders or members. wherein Nishino would acquire such
Accordingly, the property of the corporation is not the number of shares of stock equivalent to
property of the corporation is not the property of its
stockholders or members and may not be sold by the 70% of the authorized capital stock of the
stockholders or members without express corporation. However, Nishino and his
authorization from the corporation’s board of brother Yoshinobu Nishino acquired
directors. more than 70% of the authorized capital
stock. Negotiations subsequently ensued
Section 23 of BP 68 provides the Board of Directors in light of a planned takeover by Nishino
or Trustees – Unless otherwise provided in this code,
the corporate powers of all corporations formed under
who would buy-out the shares of stock of
this code shall be exercised, all business conducted, Yamamoto who was advised through a
and all property of such corporations controlled and letter that he may take all the equipment/
held by the board of directors or trustees to be elected machinery he had contributed to the
from among the stockholders of stocks, or where there company (for his own use and sale)
is no stock, from among the members of the
MJE
provided that the value of such machines ERIC GODFREY STANLEY LIVESEY, v. BINSWANGER
is deducted from the capital PHILIPPINES, INC. AND KEITH ELLIOT
contributions which will be paid to him. [G.R. No. 177493, March 19, 2014]
TOPIC: Separate Personality/ Piercing the Veil
However, the letter requested that he
PONENTE:Brion
give his “comments on all the above,
soonest”. On the basis of the said letter,
Yamamoto attempted to recover the
CASE LAW/ DOCTRINE:
machineries but Nishino hindered him to
Piercing the veil of corporate fiction is an equitable
do so, drawing him to file a Writ of doctrine developed to address situations where the
Replevin. The Trial Court issued the writ. separate corporate personality of a corporation is
However, on appeal, Nishino claimed abused or used for wrongful purposes. Under the
that the properties being recovered were doctrine, the corporate existence may be
owned by the corporation and the above- disregarded where the entity is formed or used for
said letter was a mere proposal which non–legitimate purposes, such as to evade a just and
was not yet authorized by the Board of due obligation, or to justify a wrong, to shield or
Directors. Thus, the Court of Appeals perpetrate fraud or to carry out similar or
reversed the trial court’s decision despite inequitable considerations, other unjustifiable aims
Yamamoto’s contention that the or intentions, in which case, the fiction will be
company is merely an instrumentality of disregarded and the individuals composing it and the
the Nishinos. two corporations will be treated as identical.
ISSUE:
Emergency Recit:
Whether or not Yamamoto can recover LIVESEY was illegally dismissed. A compromise
the properties he contributed to the agreement was forged between the two parties, but
company in view of the Doctrine of CBB failed to pay the next two installments
amounting to US$18K due to closure/cessation
Piercing the Veil of Corporate Fiction and
of business. LIVESEY claimed that there was
Doctrine of Promissory Estoppel. evidence showing that CBB and Binswanger are
one and the same corporation. Invoking the
HELD: doctrine of piercing the veil of corporate fiction,
LIVESEY prayed that an alias writ of execution
One of the elements determinative of the be issued against respondents Binswanger and
Keith Elliot, CBB’s former President, and now
applicability of the doctrine of piercing Binswanger’s President and CEO.
the veil of corporate fiction is that control
must have been used by the defendant to LA: BINSWANGER NLRC: LIVESEY CA:
commit fraud or wrong, to perpetuate the BINSWANGER - Emphasizing that the mere fact
violation of a statutory or other positive that Binswanger and CBB have the same
President is not in itself sufficient to pierce the
legal duty, or dishonest and unjust act in
veil of corporate fiction of the two entities, and
contravention of the plaintiff’s legal that although Elliot was formerly CBB’s
rights. To disregard the separate juridical President, this circumstance alone does not
personality of a corporation, the make him answerable for CBB’s liabilities, there
wrongdoing or unjust act in being no proof that he was motivated by malice
contravention of a plaintiff’s legal rights or bad faith when he signed the compromise
agreement in CBB’s behalf.
must be clearly and convincingly
established; it cannot be presumed. SC: Shortly after Elliot forged the
Without a demonstration that any of the compromise agreement with Livesey, CBB
evils sought to be prevented by the ceased operations, a corporate event that
doctrine is present, it does not was not disputed by the respondents. Then
apply. Estoppel may arise from the Binswanger suddenly appeared. It was
making of a promise. However, it bears established almost simultaneously with
noting that the letter was followed by a CBB’s closure, with no less than Elliot as its
request for Yamamoto to give his President and CEO. Through the confluence
“comments on all the above, soonest.” of events surrounding CBB’s closure and
What was thus proffered to Yamamoto
Binswanger’s sudden emergence, a
was not a promise, but a mere offer,
reasonable mind would arrive at the
subject to his acceptance. Without
conclusion that Binswanger is CBB’s alter
acceptance, a mere offer produces no
ego or that CBB and Binswanger are one
obligation. Thus, the machineries and
and the same corporation. There are also
equipment, which comprised
indications of badges of fraud in
Yamamoto’s investment, remained part
Binswanger’s incorporation. It was a
of the capital property of the corporation.
business strategy to evade CBB’s financial
MJE
liabilities, including its outstanding (5) Binswanger’s takeover of CBB’s project with
obligation to Livesey. (SEE DOCTRINE) the PNB.
MJE
Manuel his services were solicited as counsel duty to report the “goings-on in AMEC, [which
for members of the Francisco family to is] an institution imbued with public interest.”
represent them in the intestate proceedings Thereafter, trial ensued. During the
over Benita Trinidad’s estate. These estate presentation of the evidence for the defense,
Atty. Edmundo Cea, collaborating counsel of
proceedings did not involve any business of
Atty. Lozares, filed a Motion to Dismiss on
petitioner. FBNI’s behalf. The trial court denied the motion
Furthermore, considering the nature of the to dismiss. Consequently, FBNI filed a
separate Answer claiming that it exercised due
legal services involved, whatever obligation said
diligence in the selection and supervision of
incorporators, directors and officers of the
Rima and Alegre. FBNI claimed that before
corporation had incurred, it was incurred in hiring a broadcaster, the broadcaster should
their personal capacity. When directors and (1) file an application; (2) be interviewed; and
officers of a corporation are unable to (3) undergo an apprenticeship and training
compensate a party for a personal obligation, it program after passing the interview. FBNI
is far-fetched to allege that the corporation is likewise claimed that it always reminds its
perpetuating fraud or promoting injustice, and broadcasters to “observe truth, fairness and
be thereby held liable therefore by piercing its objectivity in their broadcasts and to refrain
from using libelous and indecent language.”
corporate veil.
Moreover, FBNI requires all broadcasters to
pass the Kapisanan ng mga Brodkaster sa
Filipinas Broadcasting Network vs
Pilipinas (“KBP”) accreditation test and to
AMEC-BCCM Case Digest secure a KBP permit. On 14 December 1992,
Filipinas Broadcasting Network Inc. vs. Ago the trial court rendered a Decision finding FBNI
Medical and Educational Center-Bicol and Alegre liable for libel except Rima. The trial
Christian College of Medicine (AMEC- court held that the broadcasts are libelous per
BCCM) se. The trial court rejected the broadcasters’
[GR 141994, 17 January 2005] claim that their utterances were the result of
straight reporting because it had no factual
basis. The broadcasters did not even verify
their reports before airing them to show good
Facts: “Exposé” is a radio documentary
faith. In holding FBNI liable for libel, the trial
program hosted by Carmelo ‘Mel’ Rima
court found that FBNI failed to exercise
(“Rima”) and Hermogenes ‘Jun’ Alegre
diligence in the selection and supervision of its
(“Alegre”). Exposé is aired every morning over
employees. In absolving Rima from the charge,
DZRC-AM which is owned by Filipinas
the trial court ruled that Rima’s only
Broadcasting Network, Inc. (“FBNI”). “Exposé”
participation was when he agreed with Alegre’s
is heard over Legazpi City, the Albay
exposé. The trial court found Rima’s statement
municipalities and other Bicol areas. In the
within the “bounds of freedom of speech,
morning of 14 and 15 December 1989, Rima
expression, and of the press.” Both parties,
and Alegre exposed various alleged
namely, FBNI, Rima and Alegre, on one hand,
complaints from students, teachers and
and AMEC and Ago, on the other, appealed the
parents against Ago Medical and Educational
decision to the Court of Appeals. The Court of
Center-Bicol Christian College of Medicine
Appeals affirmed the trial court’s judgment with
(“AMEC”) and its administrators. Claiming that
modification. The appellate court made Rima
the broadcasts were defamatory, AMEC and
solidarily liable with FBNI and Alegre. The
Angelita Ago (“Ago”), as Dean of AMEC’s
appellate court denied Ago’s claim for
College of Medicine, filed a complaint for
damages and attorney’s fees because the
damages against FBNI, Rima and Alegre on 27
broadcasts were directed against AMEC, and
February 1990.
not against her. FBNI, Rima and Alegre filed a
motion for reconsideration which the Court of
Appeals denied in its 26 January 2000
The complaint further alleged that AMEC is a Resolution. Hence, FBNI filed the petition for
reputable learning institution. With the review.
supposed exposés, FBNI, Rima and Alegre
“transmitted malicious imputations, and as
such, destroyed plaintiffs’ (AMEC and Ago)
Issue: Whether AMEC is entitled to moral
reputation.” AMEC and Ago included FBNI as
damages.
defendant for allegedly failing to exercise due
diligence in the selection and supervision of its
employees, particularly Rima and Alegre. On
18 June 1990, FBNI, Rima and Alegre, through Held: A juridical person is generally not entitled
Atty. Rozil Lozares, filed an Answer alleging to moral damages because, unlike a natural
that the broadcasts against AMEC were fair person, it cannot experience physical suffering
and true. FBNI, Rima and Alegre claimed that or such sentiments as wounded feelings,
they were plainly impelled by a sense of public serious anxiety, mental anguish or moral
MJE
shock. The Court of Appeals cites Mambulao
Lumber Co. v. PNB, et al. to justify the award
of moral damages. However, the Court’s
statement in Mambulao that “a corporation may
have a good reputation which, if besmirched,
may also be a ground for the award of moral
damages” is an obiter dictum. Nevertheless,
AMEC’s claim for moral damages falls under
item 7 of Article 2219 of the Civil Code. This
provision expressly authorizes the recovery of
moral damages in cases of libel, slander or any
other form of defamation. Article 2219(7) does
not qualify whether the plaintiff is a natural or
juridical person. Therefore, a juridical person
such as a corporation can validly complain for
libel or any other form of defamation and claim
for moral damages. Moreover, where the
broadcast is libelous per se, the law implies
damages. In such a case, evidence of an
honest mistake or the want of character or
reputation of the party libeled goes only in
mitigation of damages. Neither in such a case
is the plaintiff required to introduce evidence of
actual damages as a condition precedent to the
recovery of some damages. In this case, the
broadcasts are libelous per se. Thus, AMEC is
entitled to moral damages. However, the Court
found the award of P300,000 moral damages
unreasonable. The record shows that even
though the broadcasts were libelous per se,
AMEC has not suffered any substantial or
material damage to its reputation. Therefore,
the Court reduced the award of moral damages
from P300,000 to P150,000.
MJE