#11 Remo v IAC
personal liability but was declared in
FACTS:
Remo - member of the Board of
Directors of Akron Customs Brokerage
Corporation (Akron).
Coprada President and Chairman of
Akron.
EB Marcha Transport Inc
Corporation engaged in selling
automobiles.
BOD of Akron adopted a resolution
to authorize the purchase of (13) trucks
that would be paid out of a loan the
corporation may secure from any
lending institution.
Coprada purchased the 13 trucks
from Marcha in his official capacity
- Evidenced by a deed of
absolute sale.
- secured by a promissory
note (trucks would be paid from the load
to be secured from Development Bank
of the Phil.)
Marcha - found that no loan application
was ever filed by Akron with DBP.
Coprada Grace period + failure =
Return
Coprada We failed = Grace period
Marcha Filed a suit for collection +
return. Impleaded the Akron + BOD
(including Remo).
Remo filed an answer denying his
default = sold his shares in Akron to
Coprada.
Marcha obtained a favorable decision.
Remo Motion for new trial = denied
Remo appeal to IAC = granted
Marcha MR = granted
Remo Petition for Review
ISSUE: W/N Remo should be
impleaded.
HELD: NO.
Doctrine of Corporate Entity.
Fraud was not established by Clear
and Convincing Evidence.
We = Corporation, not the officers;
because Coprada acted in his official
capacity.
#12 Martinez v CA and BPI
INTERNATIONAL FINANCE
FACTS:
(BPI) BPI INTERNATIONAL FINANCE
- foreign corporation not doing business
in the Philippines.
CCL (Cintas Largas, Ltd) - owned by
Wilfredo Martinez and Miguel Lacson +
importation of molasses from the Philippines
and selling it in theinternational market. It
imported the molasses from Mar Tierra
Corporation.
 (RJL) RJL Fishing Corp - owned 42% of the
stocks of Mar Tierra. One of its majority
stockholder is Ruben Martinez, father of
Wilfredo Martinez
(Tierra) Mar Tierra Corporation - Its President
was Wilfredo Martinez.. Arbiter (LA) for:
ULP + backwages + other benefits.
Asdsd
ISSUE: W/N CLL is a mere alter ego.
HELD: NO.
Mere ownership by a single stockholder or by
another corporation of all or nearly all of the
capital stocks of a corporation is not by itself a
sufficient ground to pierce.
The mere fact that the majority stock-holder
of Mar Tierra is RJL and that Ruben Martinez
owned about 42% of the capital stocks of RJL
do not constitute sufficient evidence that the
latter corporation, had complete control of Mar
Tierra.
#13 Pamplona Plantation v Tinghil
FACTS:
Pamplona Plantations Company, Inc.
(Plantations Co.) - organized for taking
over the operations of the coconut and
sugar plantation of Hacienda Pamplona
located in Negros Oriental.
- When the company took over, it
did not absorb all the workers of
Hacienda Pamplona.
Luis Bondoc - manager of the company.
Pamplona Plantation Leisure
Corporation (Leisure Corp) Organized
for engaging in the business of
operating tourist resorts, hotels, and
inns, with complementary facilities.
Tinghil, et. Al (R) Employees of
Pamplona Plantations Company +
Members and/or officers of Pamplona
Plantation Labor Independent Union
(Union).
Union - conducted an organizational
meeting wherein (R) participated.
Bondoc did not allow (R) to work
anymore.
(R) Filed a complaint before the Labor
Arbiter (LA) for: ULP + backwages +
other benefits.
Carlito Tinghil - amended his complaint
to implead Pamplona Plantation Leisure
Corporation.
LA Granted the complaint by
Respondents.
Plantations Co. appealed to NLRC =
the others failed to implead Leisure
Corp + No E-E relationship between (R)
and Plantations Co. = Granted
(R) Appeal = Granted
Plantations Co. = Appeal
ISSUE: W/N Plantations Co. improperly
impleaded.
HELD: No.
Pierce the Veil. (Alter Ego Case)
 One and the same management. liability on the part of Percy, Harbutt and
Atty. Enriquez.
(R) receive their pay from Bondoc.
(P) appeal to NLRC

NLRC remanded to LA
#14 Park Hotel v Soriano
LA Affirmed.
FACTS:
(P) appeal to NLRC
Park Hotel - corporation engaged in
the hotel business. NLRC Affirmed.

Burgos Corporation (Burgos) - sister (P) Appeal to CA.

company of Park Hotel.
CA Affirmed.
Percy Owner of Park Hotel +
Officer/Stockholder of Burgos. (P) Appeal.

Harbutt- General Manager of Park ISSUE: Whether or not corporate

Hotel Officer/Stockholder of Burgos.
Atty. Enriquez - Officer/Stockholder of
Burgos.
Soriano - initially hired by Park Hotel,
but was transferred to Burgos.
Gonzales employee of Burgos.
Badilla - employee of Burgos.
(R) illegally dismissed for allegedly
committing theft = filed a complaint
before the Labor Arbiter (LA) for illegal
dismissal + ULP (They were dismissed
because they were forming a union).
officers are solidarily and personally
liable in a case for illegal dismissal and
unfair labor practice.
HELD: YES.
Sec 31 Corpo Code Corporate
officers shall be solidarily liable for
corporate debts if they willfully votes for
the commission of unlawful acts of the
corp.
#15 Sarona v NLRC
FACTS:

(P) (R) have violated various Sceptre Security Agency (Sceptre)

company rules and sole proprietorship.
8
regulations contained in several Roso Owner of Scepter.
memoranda issued to them.
Aida Subsequent owner of Scepter +
LA Memoranda were not received = Incorporator of Royale.
reinstatement + backwages + solidary
 Royale Security Agency (Royale)
Corporation formed by Aida as a
successor of Scepter.
Sarona employee of Scepter.
Karen Tan Operations Manager of
Scepter + Incorporator of Royale.
- Asked Sarona to submit
a resignation letter as a requirement for
a position in Royale.
Sarona was assigned to Wide Wide
World Express Inc. (WWWE) as a
security guard
- was later informed that he
was relieved from his post because
Royale is no longer the security agency
hired by WWWE.
- informed that he would no
longer be given any assignment as per
Aidas instruction = Complaint for illegal
dismissal before LA Gutierrez.
LA Gutierrez illegal dismissal +
backwages for a maximum of 3mos
because of his 1month and 3days stint
at Royale + Scepter and Royale are
different personalities.
NLRC + CA = affirmed
Sarona backwages should be
computed from the date of illegal
dismissal up to finality of judgement.
ISSUE: W/N can pierce to afford Sarona
a larger amount of backwages?
HELD: Yes.
Pierce (Alter Ego Case)
Fraud Test an attempt to evade legal
responsibilities.
Control Test Scepter as a sole
proprietorship is immaterial. It was
transferred to Aida who incorporated
Royale along with others who were also
officers of Scepter.
Harm Test injustice that would occur
of piercing would not be availed of.
#16 Galvez v CA
FACTS:
Radio Marine Network Inc. (RMSI) -
applied for an Omnibus Credit Line for
various credit facilities with Asia United
Bank (AUB) = Granted.
Credit line was increased to P452
million pesos after a third-party real
estate mortgage by Goodland Company,
Inc.
Smartnet Philippines, Inc. (SPI) - a
subsidiary corporation with a paid-up
capital of only P62.5k formed by Gilbert
Guy, et al. prior to the increase of the
credit line (without informing AUB).
Gilbert Guy Director of RMSI.
AUB - granted to SPI an Irrevocable
Letter of Credit in the total sum of
$29.3K believing that SPI is the same as
RMSI.
The credit remained unpaid = Demand
from AUB
RMSI SPI is a separate entity.
 AUB - filed a case of syndicated Estafa
against the officers of RMSI and SPI.
DOJ dismiss.
Officers of RMSI and SPI - this case is
but a case for collection of sum of
money (civil in nature) + that no fraud or
deceit was present.
ISSUE: W/N guilty of Estafa.
HELD: Yes.
Had AUB knew that they were
separate entities, it would not have
granted SPI which has a low amount of
paid-up capital, the credit line it desired.
False representation that RMSI and
SPI were one and the same entity.
Gilbert Guy, et al. also used RMSI
letterhead in their official
communications with the bank and the
contents of these official
communications pointed to RMSI as the
one which transacted with the bank.
#17 Gold Line Tours, Inc. v Heirs of
Lacsa
FACTS:
Concepcion Lacsa (Concepcion) and
Miriam Lacsa (Miriam), boarded a
Goldline passenger bus to take the
nursing licensure board examination.
Rene Abania driver of the bus.
William Cheng operator of Travel &
Tours Advisers Inc (TTA) + President
and Incorporator of Goldline Tours Inc.
(Goldline)
Alejandro Belbis driver of the jeepney
that collided with the bus.
The angle bar of the jeepney > detach
> gone through the windshield of the
bus > chest of Concepcion who had
then been seated behind the drivers
seat, causing her instant death.
Teodoro Lacsa representing
Conceptions heirs = Instituted a suit
against Travel & Tours Advisers Inc. +
Abania (to recover damages arising
from breach of contract of carriage).
Teodoros petition = granted.
Goldlines Appeal = dismissed (failure
to pay docket fees in time)
Teodoro petition for issuance of writ
of execution. = granted.
Cheng failed to settle the judgement
= Teodoro filed for contempt.
Goldline - verified third party claim:
argued that it had not been made a
party to the Civil Case against TTA + it is
corporation entirely different from TTA.
ISSUE: W/N TTA and Goldline are one
and the same entity?
HELD: YES
Pierce Fraud + Control + Harm
Control = TTA is known in Sorsogon as
Goldline + William Cheng as operator of
TTA and Incorporator of Goldline.
#18 Ang v Spouses Ang
FACTS:
Sunrise Marketing (Bacolod), Inc.
(SMBI) - corporation owned by the Ang
family.
Nancy + Theodore (Spouses)
Former stockholders of SMBI +
extended a loan to SMBI to settle the
obligations of the latter and other
corporations owned by the Ang family >
Issued a check payable to Juanito /
Anecita / Roberto / Rachel.
Juanito + Anecita (Souses) current
stockholders of SMBI.
Roberto + Rachel (Spouses) - current
stockholders of SMBI.
Payments to Nancy and Theodore
ceased.
Nancy + Theodore - demand letter to
Juanito + Anecita; and Roberto +
Rachel.
Roberto + Rachel does not want to
comply because they have not
personally contracted a loan.
Juanito and Anecita executed a Deed
of Acknowledgment = admitted that
they, together with Roberto and
Rachel, obtained a loan from Nancy and
Theodore for $1,000,000.00.
Juanito - filed a derivative suit against
spouses Roberto + Rachel for them to
Pay fifty percent of the aforementioned
loan; and others = granted.
Rachel Not a derivative suit, but a
suit for collection of sum of money.
ISSUE: W/N a derivative suit.
HELD: NO
A derivative suit is an action brought by
a stockholder on behalf of the
corporation to enforce corporate rights
against the corporations directors,
officers or other insiders.
The loan was entered into by the
parties in their personal capacity. (Check
payable to the parties and not the
corporation; deed of acknowledgement
also in their personal capacity they).
#19 Stronghold Insurance Co. v
Cuenca
FACTS:
Stronghold Insurance Company, Inc.
(Stronghold) - a domestic insurance
company
Maranon, Cuenca and Tayatac =
stockholders in Arc Cuisine Inc.
Maraon - filed a complaint in the RTC
against the Cuencas for the collection of
a sum of money and damages +
application for the issuance of a writ of
preliminary attachment = Granted if he
will post a bond of 1M
- Amended and Impleaded
Tayatac
-Posted a bond through
Stronghold.
 sheriff - levied upon the personal
properties belonging to Arc Cuisine, Inc.

Cuenca + Tayatac = MTDismiss (1.

Intra-corporate matters within the SEC. 3
Jurisdiction of the SEC; and 2. another
action pending in the SEC and a
criminal complaint in the Office of the #20 CIR v Club Filipino de Cebu
Prosecutor.)
FACTS:
RTC - denied the Motion to Dismiss
Club Filipino, Inc. de Cebu - civic
(recovery of a sum of money and
corporation
damages, was within its jurisdiction.).
- The Club owns and
CA annulled the judgment of the
operates a club house, a bowling alley, a
RTC + remanded to the RTC for
golf course, and a bar-restaurant for its
hearing and resolution of the Cuencas
members and their guests
and Tayactacs claim for the damages
sustained from the enforcement of the - The club is operated
writ of preliminary attachment. mainly with funds derived from
membership fees and dues.
Cuenca + Tayatac - motion to hold
Maranon and Stronghold solidarily liable As a result of a capital surplus, arising
to the damages sought for amounting to from the increased value due to the
1.7M. revaluation of its real properties, the
Club declared stock dividends; but no
Maranon 50% should remain with
actual cash dividends were distributed
him because 50% of the shares of stock
to the stockholders.
in Arc Cuisine are owned by Maranon
and his relatives. A BIR agent discovered that the Club
has never paid percentage tax on the
RTC + CA = Solidary liablility 1.2M
gross receipts of its bar and restaurant.
ISSUE: W/N The action for recovery of
CIR - assessed against and demanded
damages was properly filed.
from the Club the unpaid percentage tax
HELD: NO. on the gross receipts plus surcharges.

The real party-in-interest = Arc Cuisine. The Club requested for the
(Doctrine of Corporate Entity the cancellation of the assessment. =
properties belonged to Arc cuisine; Denied
Cuenca and Tayatac were mere
ISSUE: Whether or not Club Filipino is a
stockholders.)
stock corporation.
HELD: NO. A tax is a burden, and, as such, it
should not be deemed imposed upon
for a stock corporation to exist, two fraternal, civic, non-profit, non-stock
requisites must be complied with, to wit: organizations.
(1) a capital stock divided into shares
and (2) an authority to distribute to the
holders of such shares, dividends or
allotments of the surplus profits on the
basis of the shares held. (Nothing in the
AOI authorized it to distribute
dividends).