GROUP 4

D. Almocera vs. Ong

E. Sec. 130, RCCP

One Person Corporation
 Our Team

BUSINESS ORGANIZATION 2
Atty. Maria Isabel Publico-Romero

● ATIENZA, Zia
● LONGNO, Irvy
● PABUSTAN, Mheryza
● ROXAS, Julius
● SAN DIEGO,
Jokristine
 D. Almocera vs. Ong,
G.R. No. 170479

FACTS:
• Johnny Ong tried to acquire from defendants a “townhome” described as Unit 4 of Atrium City Townhomes in
Cebu City.

• As indicated in the Contract to Sell, the selling prices was Php3,400,000.00. Ong paid the amount of
Php1,060,000.00.

• Prio to the payment of the full amount, Ong claims that defendant Almocera and First Builders Multi-Purpose
Cooperatives fraudulently concealed the fact that before and at the time of the perfection of the contract, the
property was already mortgaged to and encumbered with the Land Bank of the Philippines.

• In March 1999, Lot-4A, which covers Unit 4, was advertised in the local tbaloid for public auction for
forclosure of mortgage.
 D. Almocera vs. Ong,
G.R. No. 170479

FACTS:
• Defendanst alleged that First Builders borrowed money for Tommy Ong, plaintiff’s brother, to be used to
finance the documentation requirements of Land Bank for the funding of Atrium Town Homes.

• The borrowed amount will be applied in payment on 1 townhouse unit which Tommy Ong may eventually
purchase from the project.

• Tommy Ong wanted to purchase Unit 4 and made two additional payments to cover the cost. Upon learning that
Johnny also wanted to purchase the same unit, Tommy asked First Builders to draft another contract to sell
covering Unit 5 so as to give options to Johnny.

• Defedants calimed that, during the construction of the town homes, they were informed that Tommy’s final
choice was Unit 5. It was only upon learning that defedants will be selling Unit 4 to some other persons that
plaintiff changed his choise from Unit 5 to Unit 4.
 D. Almocera vs. Ong,
G.R. No. 170479

FACTS:
• Trying to recover the amount that he paid as down payment, Johnny Ong filed a complaint for
Damages before the RTC of Cebu City against Almocera and First Builders.

• The RTC ruled in favor of Johnny Ong, stating that Almocera and First Builders acted in bad faith and
failed to comply with the conditions of their contract with Ong.

• RTC held Almocera and First Builders solidarily liable to pay the amounf of down payment with
interest, and damages.

• Defedants appealed to the CA. The CA affirmed the decision of the RTC. Moreover, as to the issue of
petitioner’s solidary liability, it said that this issue was belatedly raised and cannot be treated for the
first time on appeal.
 D. Almocera vs. Ong,
G.R. No. 170479

ISSUE:

Whether the Court of Appeals gravely erred in holding that defendant Almocera is
solidarily liable with the defendant cooperative for damages to plaintiff.

Is respondent’s refusal to pay the balance of the purchase price justified

 D. Almocera vs. Ong,
G.R. No. 170479

RULING:
• The Supreme Court affirmed the decision of the Court of Appeal.
• The Court ruled that the defendants incurred delay when they failed to deliver the townhouse unit to
the respondent within six months from the signing of the contract to sell
• The respondent is justified in refusing to pay the balance of the contract price.
• With their failure to fulfill their obligation as stipulated in the contract, they incurred delay and are
liable for damages. They cannot insist that respondent comply with his obligation.
• Petitioner insists there was no delay because there was no judicial or extrajudicial demand to fulfill
the obligation. The Court did not agree.
• Demand is not necessary in the instant case.
SECTION 130
One Person Corporation
Liability of Single Shareholder
 Section 130, Revised Corporation Code
(One Person Corporation)

Section 130 of the Revised Corporation Code (RCC) sets out three rules
governing the liability of the Single Stockholders, thus:

1.) Burden of Proof to Show the One

Person Corporation (OPC)
Was Adequately Financed:

The Single Shareholder may claim

limited liability only when he has
discharged the burden of “affirmatively
showing that the corporation was
adequately financed.”
2.) Burden of Proof to Show OPC Is Independent of
Stockholders’ Personal Property:

Where the Single Stockholder cannot prove that the

property of the OPC is independent of the
stockholder’s personal [i.e., non-invested] property,
the stockholder shall be jointly and severally liable for
the debts and other liabilities of the OPC.
 Section 130, Revised Corporation Code

3.) Invoking the Piercing of

Veil Doctrine:
The principles of piercing the corporate veil applies with equal force to One Person
Corporations as with other corporations.
 The piercing of veil doctrine is essentially a
common law doctrine. It allows the primary
Concept doctrines of “separate juridical
personality” and “limited liability” to operate more
efficiently in promoting the corporate medium as
the attractive means of doing business.
 Piercing the corporate veil is an equitable
doctrine primarily developed to address
Purpose situations where the separate corporate
personality of a corporation is abused or
used for wrongful purposes.
 The doctrine applies in three (3) basic
areas.
Application
1. Defeat of public convenience by
using the corporate fiction
2. Fraud cases
3. Alter ego cases
 The burden of proving the fraud,
malice or equity consideration is
generally on the part of the third
Burden of Proof party seeking to pierce the corporate
veil.