G.R. No. 89561 – 267 Phil. 578 – 189 SCRA 529 – Mercantile Law – Corporation Law – Piercing the Veil of Corporate FictionÂ
Mauricia Castillo was the administratrix in charge over a parcel of land left by Felipe Castillo. Said land was mortgaged to the Development Bank of the Philippines and was about to be foreclosed but then Mauricia’s nephew, Santiago Rivera, proposed that they convert the land into 4 subdivisions so that they can raise the necessary money to avoid foreclosure. Mauricia agreed. Rivera sought to develop said land through his company, Slobec Realty Corporation (SRC), of which he was also the president. SRC then contracted with Bormaheco, Inc. for the purchase of one tractor. Bormaheco agreed to sell the tractor on an installment basis. At the same time, SRC mortgaged said tractor to Bormaheco as security just in case SRC will default. As additional security, Mauricia and other family members executed a surety agreement whereby in case of default in paying said tractor, the Insurance Corporation of the Philippines (ICP) shall pay the balance. The surety bond agreement between Mauricia and ICP was secured by Mauricia’s parcel of land (same land to be developed).
SRC defaulted in paying said tractor. Bormaheco foreclosed the tractor but it wasn’t enough hence ICP paid the deficiency. ICP then foreclosed the property of Mauricia. ICP later sold said property to Philippine Machinery Parts Manufacturing Corporation (PMPMC). PMPMC then demanded Mauricia et al. to vacate the premises of said property.
While all this was going on, Mauricia died. Her successor-administratrix, Buenaflor Umali, questioned the foreclosure made by ICP. Umali alleged that all the transactions are void and simulated hence they were defrauded; that through Bormaheco’s machinations, Mauricia was fooled into entering into a surety agreement with ICP; that Bormaheco even made the premium payments to ICP for said surety bond; that the president of Bormaheco is a director of PMPMC; that the counsel who assisted in all the transactions, Atty. Martin De Guzman, was the legal counsel of ICP, Bormaheco, and PMPMC.
ISSUE: Whether or not the veil of corporate fiction should be pierced.
HELD: No. There is no clear showing of fraud in this case. The mere fact that Bormaheco paid said premium payments to ICP does not constitute fraud per se. As it turned out, Bormaheco is an agent of ICP. SRC, through Rivera, agreed that part of the payment of the mortgage shall be paid for the insurance. Naturally, when Rivera was paying some portions of the mortgage to Bormaheco, Bormaheco is applying some parts thereof for the payment of the premium – and this was agreed upon beforehand.
Further, piercing the veil of corporate fiction is not the proper remedy in order that the foreclosure conducted by ICP be declared a nullity. The nullity may be attacked directly without disregarding the separate identity of the corporations involved. Further still, Umali et al. are not enforcing a claim against the individual members of the corporations. They are not claiming said members to be liable. Umali et al. are merely questioning the validity of the foreclosure.
The veil of corporate fiction can’t be pierced also by the simple reason that the businesses of two or more corporations are interrelated, absent sufficient showing that the corporate entity was purposely used as a shield to defraud creditors and third persons of their rights. In this case, there is no justification for disregarding their separate personalities.
