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  MAMBULAO LUMBER COMPANY vs .January 30, 1968  the land recor   PHILIPPINE NATIONAL BANK and ANACLETO HERALDO Deputy Norte  refused FACTS:  pr , and covered well as tioned el of land, upon the buildin aforemen in oth Provincial She  sawmill  Camarines together with the e, and riff of to have the   demands were its various made erwise  by TC improvements thereon its obligation but it failed or otherwise refused 1 of sale of the parc peatcovered as the 973 ed in it ds of  by TCT No plaintiff to pay its obligation but it failed or The Plaintiff opposed. The foreclosure assets of the plai of NB initiated steps as well as various sawmill equipment, rolling unit and other fixed operation. 38, w plaintiff to pay its obligation but it failed or otherwise refused Camarines Norte, and covered by TCT No ed had already stopped Camarines Norte s compound in the aforementioned municipality. as held and the said prop381 of the land records of said province, as well as various sawmill equipment, rolling unit and other fixed assets of the plaintiff, all situated in its compound in the aforementioned municipality.  plaintiff to payPNB released from to do so. Upon inspection and verification made by the  properties to Mariano Bundok  . The Security guard of the properties refused to let PNB’s successor in interest to retrieve properties inside the premis the approved loan the sum of P27, 500.00, for which the plaintiff signed a promissory note wherein it promised to pay to the PNB. PNB made another release of P15, 500.00 as part of the  approved loan granted to the plaintiff and so on the said date, the latter executed another  promissory note. Plaintiff failed to pay the es of the property bought by them. RTC sentenced the Mambulao Lumber Company to pay to the defendant PNB. Mambulao therefore appealed. employees of the PNB, it was found that the plaintiff erty was sold to the PNB for the sum of P56, 908.00, subject to the right of the plaintiff to redeem the same within a period of one year. PNB sold ISSUE: Plaintiff applied for an industrial loan of P155, 000.00 with the PNB and the former offered real estate, machinery, logging and transportation equipment as collaterals. The application was approved for a loan of P100, 000.00 only. To secure the payment of the loan, the plaintiff mortgaged to defendant PNB a parcel of land, together with the buildings and improvements existing thereon, situated in the province   Can a corporation be awarded for moral damages?  RULING:  NO. An artificial person like herein appellant corporation cannot experience physical sufferings, mental anguish, fright, serious anxiety, wounded feelings, moral shock or social humiliation which are basis or moral damages. A Corporation may have a good reputation if besmirched, may also be a ground for the award of moral damages. The same cannot be considered under the facts of this case, however, not only because it is admitted that herein appellant had already ceased in its business operation at the time of the foreclosure sale of the chattels, but also for the reason that whatever adverse effects of the foreclosure sale of the chattels could have upon its reputation or business standing would undoubtedly be the same whether the sale was conducted at Camarines Norte, or in Manila which is the place agreed upon by the parties in the mortgage contract. But for the wrongful acts of herein appellee bank and the deputy sheriff of Camarines  Norte in proceeding with the sale in utter disregard of the agreement to have the chattels sold in Manila as provided for in the mortgage contract, to which their attentions were timely called by herein appellant, and in disposing of the chattels in gross for the miserable amount of P4, 200.00, herein appellant should be awarded exemplary damages in the sum of P10, 000.00. The circumstances of the case also warrant the award of P3, 000.00 as attorney's fees for herein appellant. PHILIPPINE NATIONAL BANK vs. HYDRO RESOURCES CONTRACTORS CORPORATION G.R. No. 167530. March 13, 2013 FACTS:   A contract was entered into between Hydro and NIA for the project of the latter. The contract price is to be payable partly in Philippine peso and US dollars. Once the project was  being executed, there was depreciation in value of Peso resulting to price differential. In order to resolve the issue, the administrator of NIA, Mr Tek, and Hydro made a joint computation of the amount corresponding to the foreign currency differential. The computation showed that NIA owed Hydro for the differential. When a demand was made by Hydro against NIA, NIA refused to pay contending that Mr Tek has no authority to participate into a joint computation of the foreign currency differential and that Mr Tek has no authority to bind NIA. ISSUE: Whether or not the corporate entity of PNB and DBP must be pierced. RULING:  NO. A corporation is an artificial entity created by operation of law. It possesses the right of succession and such powers, attributes, and properties expressly authorized by law or incident to its existence. It has a personality separate and distinct from that of its stockholders and from that of other corporations to which it may be connected. As a consequence of its status as a distinct legal entity and as a result of a conscious policy decision to promote capital formation, a corporation incurs its own liabilities and is legally responsible for payment of its obligations.40 In other words, by virtue of the separate juridical personality of a corporation, the corporate debt or credit is not the debt or credit of the stockholder. This protection from liability for shareholders is the principle of limited liability. Equally well-settled is the principle that the corporate mask may be removed or the corporate veil pierced when the corporation is just an alter ego of a person or of another corporation. For reasons of public policy and in the interest of justice, the corporate veil will  justifiably be impaled only when it becomes a shield for fraud, illegality or inequity committed against third persons. However, the rule is that a court should be careful in assessing the milieu where the doctrine of the corporate veil may be applied. Otherwise an injustice, although unintended, may result from its erroneous application. Thus, cutting through the corporate cover requires an approach characterized by due care and caution. Hence, any application of the doctrine of piercing the corporate veil should be done with caution. A court should be mindful of the milieu where it is to be applied. It must be certain that the corporate fiction was misused to such an extent that injustice, fraud, or crime was committed against another, in disregard of its rights. The wrongdoing must be clearly and convincingly established; it cannot be presumed. VIVIAN T. RAMIREZ, ALBERTO B. DIGNO, DANILO M. CASQUITE, JUMADIYA A. KADIL, FAUJIA SALIH, ANTONIO FABIAN, ROMEL DANAG, vs. MAR FISHING CO., INC., MIRAMAR FISHING CO., INC., ROBERT BUEHS AND JEROME SPITZ  G.R. No. 168208. June 13, 2012 FACTS: Mar Fishing Co., Inc. (Mar Fishing), engaged in the business of fishing and canning of tuna, sold its principal assets to co-respondent Miramar through public bidding. Proceeds of the sale were paid to the Trade and Investment Corp. to cover Mar Fishing’s outstanding obligation in t he amount of ₱ 897,560,041.00.  In view of that transfer, Mar Fishing issued a Memorandum informing all its workers that the company would cease to operate by the end of the month. It notified the DOLE of the closure of its business operations. Then, Mar F ishing’s  labor union, Mar Fishing Workers Union  –    NFL  –   and Miramar entered into a Memorandum of Agreement for the acquiring company, Miramar, to absorb Mar Fishing’s regular rank and file employees whose performance was satisfactory, without loss of seniority rights and privileges previously enjoyed. Unfortunately,  petitioners, who worked as rank and file employees, were not hired or given separation pay by Miramar, so they filed Complaints for illegal dismissal with money claims before the Arbitration Branch of the NLRC. ISSUE: Is Mar Fishing and Miramar solidarily liable to the employees? RULING:  NO. Mar Fishing, and not Miramar, is required to compensate petitioners. Indeed, the back wages and retirement pay earned from the former employer cannot be filed against the new owners or operators of an enterprise. Miramar and Mar Fishing are separate and distinct entities, based on the marked differences in their stock ownership. Also, the fact that Mar Fishing’s officers remained as such in Miramar does not by itself warrant a conclusion that the two companies are one and the same. The mere showing that the corporations had a common director sitting in all the boards without more does not authorize disregarding their separate juridical personalities.  Neither can the veil of corporate fiction between the two companies be pierced by the rest of petitioners’ submissions, namely, the alleged take - over by Miramar of Mar Fishing’s operations and the evident similarity of their businesses. Since piercing the veil of corporate fiction is frowned upon, those who seek to pierce the veil must clearly establish that the separate and distinct personalities of the corporations are set up to justify a wrong, protect a fraud, or  perpetrate a deception. This, unfortunately, petitioners have failed to do. SOL LAGUIO, RENE LAOLAO, ANNALIZA ENSANDO, EDELIZA ASAS, LILIA MARAY, EVELYN UNTALAN,* ROSARIO CHICO, REYNALDO GARCIA, MERLITA


Aug 4, 2018


Aug 4, 2018
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