LOPEZ, KMBERLY O.

CORPORATION LAW: JD3B

72. DEE HWA LIONG FOUNDATION MEDICAL CENTER (DHLFMC) AND ANTHONY DEE v
ASIAMED SUPPLIES AND EQUIPMENT CORPORATION,

G.R. No. 205638, August 23, 2017

DOCTRINE: A party is estopped from invoking the separate juridical personality of a

corporation to overcome personal liability where said party specifically denied its corporate
existence in a prior event
FACTS:
1. The parties entered into a contract of sale of medical euipment amounting to
31,000,000.00.
2. The contract stipulated that payment is to be made no later than (2) two working
days upon delivery of the equipment and prior to the installation of the machines.
3. Asiamed delivered the machines with the delivery invoices containing stipulations
on interest on overdue accounts and attorney’s fees in case of collection suit which
was signed by Anthony Dee and DHLFMC Vice President for Administration.
4. Unfortunately, only 5,300,000 was paid by DHLFMC. Asiamed filed a complaint for
sum of money and for issuance of a writ of preliminary attachment, before the RTC.
5. Petitioners alleged that the purchase of the equipment was conditioned on the
approval of a loan from the bank and since said loan was disapproved the contract is
considered rescinded. Respondent in turn answered that such agreement was not
even stipulated in their contract. RTC ruled in favor of the respondent.
6. On appeal, it was held that Dee is jointly and severally liable with DHLFMC for the
breach of contract. Dee denied liability invoking the separate personality of a
corporation. They pointed out that the officers of a corporation are generally not
liable for the consequences of their acts done on behalf of the corporation. CA
further ruled that petitioners are estopped from raising such defense because of
their earlier denial of the allegation that DHLFMC was a corporate entity duly
organized and existing represented by them
ISSUE:
Whether or not petitioner Anthony Dee was properly held solidarily liable with
petitioner DHLFMC
HELD:
Yes. Petitioner Anthony Dee was properly held solidarily liable with petitioner
DHLFMC.
The doctrine of separate juridical personality provides that that the liability of
shareholders for the corporation's debt is limited to the amount that they have paid the
company for its shares and cannot be held personally liable for such debt.
In this case however, the doctrine does not apply. Petitioners specifically denied the
allegation regarding petitioner DHLFMC's corporate circumstances. Also, they did not
present any proof to counter their own specific denial that would establish DHLFMC's
existence as a corporation with separate juridical personality.
Thus, petitioners are estopped from raising a corporation's separate juridical
personality as a defense to shield Anthony Dee from any liability.