Reynoso vs Court of Appeals
345 SCRA 335 [GR No. 116124-25 November 23, 2000]
Facts: Sometime in early 1960s, the Commercial Credit Corporation (CCC), a financing company and investment firm, decided to organize franchise companies indifferent parts of the country, wherein it shall hold 30% equity. Employees of the CCC were designated as resident managers of the franchise companies. Petitioner Bibiano O. Reynoso IV was designated as the resident manager of the franchise in Quezon City, known as the Commercial Credit Corporation of Quezon City. CCC-QC entered into an exclusive agreement management contract with CCC whereby the latter was granted the management and full control of the business activities of the former. Under the contract, CCC-QC shall sell, discount and/or assign its receivables to CCC. Subsequently, however, this discounting arrangement was discontinued pursuant to the so called DOSRI rule, prohibiting the lending of funds by corporations to its directors, officers, stockholders and other persons with related interest therein. On account of the new restrictions imposed by the Central Bank policy by virtue of the DOSRI rule, CCC decided to form CCC Equity Corporation, a wholly-owned subsidiary, to which CCC transferred its 30% equity in CCC-QC, together with 2 seats in the latter’s Board of Directors. A complaint for sum of money with preliminary attachment was filed by CCC-equity against petitioner and the latter was also dismissed from employment to which the lower court’s decision was rendered in favor of the petitioner and the same has become final and executory. CCC changed its name to General Credit Corporation (GCC).
Issue: Whether or not the judgement in favor of the petitioner may be executed against respondent GCC.
Held: Yes. A corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes, and properties expressly authorized by law or incident to its existence. It is an artificial being invested by law with a personality separate and distinct from those of the persons composing it as well as from that of any other legal entity to which it may be related. It was evolved to make possible the aggregation and assembling of huge amounts of capital upon which big business depends. It also has the advantage of non-dependence on the lives of those who compose it even as it enjoys certain rights and conducts activities of natural persons.
Any piercing of the corporate veil has to be done with caution. However, the court will not hesitate to use its supervisory and adjudicative powers where the corporate fiction is used as an unfair device to achieve an inequitable result defraud creditors, evade contracts and obligations, or to shield it from the effects of a court decision. The corporate fiction has to be disregarded when necessary in the interest of justice.
The defense of separateness will be disregarded when the business affairs of a subsidiary corporation are so controlled by the mother corporation to the extent that it becomes an instrument or agent of its parent. But even when there is dominance over the affairs of the subsidiary, the doctrine of piercing the veil of corporate fiction applies only when such fiction is used to defeat public convenience, justify wrong, protect fraud or defend crime.
The organization of subsidiary corporations as what was done here is usually resorted to for aggrupation of capital the ability to cover more territory and population, the decentralization of activities best decentralized, and the securing of other legitimate advantages. But when the mother corporation and its subsidiary cease to act in good faith and honest business judgement, when the corporate device is used by the parent to avoid its liability for legitimate obligations of the subsidiary, and when the corporate fiction is used to perpetrate fraud or promote injustice, the law steps in to remedy the problem. When that happens, the corporate character is not necessarily abrogated. It continuous for legitimate objectives. However, it is pursued in order to remedy injustice, such as that inflicted in this case.