Intestate estate of Alexander Ty

Facts: Petitioner Sylvia S. Ty was married to Alexander T. Ty, son of private respondent Alejandro B. Ty, on January
11, 1981. Alexander died of leukemia on May 19, 1988 and was survived by his wife, petitioner Sylvia, and only
child, Krizia Katrina. In the settlement of his estate, petitioner was appointed administratrix of her late husbands
intestate estate.
She also asks court to sell or mortgage properties in order to pay the estate tax amounting to P4,714,560.02
assessed by the BIR. Alejandro Ty opposed the move and filed for recovery of the property with prayer for
preliminary injunction and/or temporary restraining order. Plaintiff Alejandro claims that he owns the EDSA, Wack
Wack and Meridien condo unit because he paid for them. The property was supposedly registered in trust for
Alexanders brothers and sisters in case plaintiff dies. Plaintiff also claimed that Alex had no financial capacity to
purchase the disputed property, as the latter was only dependent on the former.
Petitioner filed a motion to dismiss in trial court alleging that ordinary courts has no jurisdiction over the
case but it was denied.
CA also denied the petition for certiorari filed by the petitioner.
Issue: WON ordinary court has the jurisdiction over the case.
Held: Yes.
In the cases at bar, the relationship of private respondent when he sold his shares of stock to his son was
one of vendor and vendee, nothing else. The question raised in the complaints is whether or not there was indeed a
sale in the absence of cause or consideration. The proper forum for such a dispute is a regular trial court. The Court
agrees with the ruling of the Court of Appeals that no special corporate skill is necessary in resolving the issue of the
validity of the transfer of shares from one stockholder to another of the same corporation. Both actions, although
involving different property, sought to declare the nullity of the transfers of said property to the decedent on the
ground that they were not supported by any cause or consideration, and thus, are considered void ab initiofor being
absolutely simulated or fictitious. The determination whether a contract is simulated or not is an issue that could be
resolved by applying pertinent provisions of the Civil Code, particularly those relative to obligations and contracts.
Disputes concerning the application of the Civil Code are properly cognizable by courts of general jurisdiction. No
special skill is necessary that would require the technical expertise of the SEC.
It should also be noted that under the newly enacted Securities Regulation Code (Republic Act No. 8799), this issue
is now moot and academic because whether or not the issue is intra-corporate, it is the regional trial court and not
longer the SEC that takes cognizance of the controversy. Under Section 5.2 of Republic Act No. 8799, original and
exclusive jurisdiction to hear and decide cases involving intra-corporate controversies have been transferred to
courts of general jurisdiction or the appropriate regional trial court.

Mcleod vs NLRC
Facts: Mcleod worked as Assistant Spinning Manager of Universal Textiles under the presidency of respondent
Patricio Lim and later on petitioner Mcleod was absorbed and promoted as Vice President of Peggy Mills, Inc that
was also formed by petitioner with the same controlling interest of Filsyn.
When petitioner retired from the said company he filed complaint for retirement benefits, vacation and sick
leave benefits and other benefits against Filipinas Synthetic Corporation (Filsyn), Far Eastern Textile Mills, Inc., Sta.
Rosa Textiles, Inc.
On the other hand, respondents in their Position Paper alleged that complainant was the former VicePresident and Plant Manager of Peggy Mills, Inc.; that he was hired in June 1980 and Peggy Mills closed operations
due to irreversible losses at the end of July 1992 but the corporation still exists at present; that its assets were
acquired by Sta. Rosa Textile Corporation which was established in April 1992 but still remains non-operational at
present; that complainant was hired as consultant by Sta. Rosa Textile in November 1992 but he resigned on
November 30, 1993; that Filsyn and Far Eastern Textiles are separate legal entities and have no employer
relationship with complainant; that respondent Patricio Lim is the President and Board Chairman of Sta. Rosa
Textile Corporation; that respondent Eric Hu is a Taiwanese and is Director of Sta. Rosa Textiles, Inc.; that
complainant has no cause of action against Filsyn, Far Eastern TextileLtd., Sta. Rosa Textile Corporation and Eric
Hu; that Sta. Rosa only acquired the assets and not the liabilities of Peggy Mills, Inc.
Mcleod contends that the corporations are solidarily liable for the benefits unpaid.
NLRC held that the companies are jointly and solidarily liable to Mcleod.
CA affirmed the decision of NLRC with modification the Patricio Lim is jointly and solidarily liable with
Peggy Mills, Inc.
Issue: Whether the private respondents may avoid their financial obligations to the petitioner by invoking the veil of
corporate fiction.
Held. No.
A corporation is an artificial being invested by law with a personality separate and distinct from that of its
stockholders and from that of other corporations to which it may be connected.
While a corporation may exist for any lawful purpose, the law will regard it as an association of persons or,
in case of two corporations, merge them into one, when its corporate legal entity is used as a cloak for fraud or
illegality. This is the doctrine of piercing the veil of corporate fiction. The doctrine applies only when such corporate
fiction is used to defeat public convenience, justify wrong, protect fraud, or defend crime, or when it is made as a
shield to confuse the legitimate issues, or where a corporation is the mere alter ego or business conduit of a person,
or where the corporation is so organized and controlled and its affairs are so conducted as to make it merely an
instrumentality, agency, conduit or adjunct of another corporation. To disregard the separate juridical personality of a
corporation, the wrongdoing must be established clearly and convincingly. It cannot be presumed. Here, we do not
find any of the evils sought to be prevented by the doctrine of piercing the corporate veil.
Respondent corporations may be engaged in the same business as that of PMI, but this fact alone is not
enough reason to pierce the veil of corporate fiction.

Uy vs. Villanueva
Facts: Countrywide Rural Bank of La Carlota, Inc. is a private banking corporation it suffered liquidity problems
and its treasury department was unable to comply with its branches demands for fresh funds. Its various branches
eventually experienced bank runs.
Several bank depositors was alarmed, those who were holding 70% of bank deposit accounts made a step in
organizing Committee of Depositors hoping to save the bank. Petitioner Atty. Andrea Uy was designated as
Secretary. With the consent of and approval of the Board of Directors, the Committee of Depositors assumed
temporary administrative control of remaining operations of the bank. The latter was informed that there were
employees who rendered their resignations and some are willing to resign upon official request.
Realizing that their bid to rehabilitate the bank had failed, the Committee of Depositors disbanded.
Respondent was one of the three employees who filed illegal dismissal against the bank. She avers that she was a
regular employee of the bank and that she did not submit a written courtesy resignation.
NLRC held that Countrywide Rural Bank of La Carlota, Inc. and the petitioners are solidarily liable to pay
respondent.
CA dismissed the appeal of the petitioners.
Issue: WON petitioners Atty. Andrea Uy and Felix Yusay and the said bank are solidarily liable to pay respondent.
Held: No. (copy the ruling to full text)

Pantranco Employees Association vs. NLRC

Facts:

Shrimp Specialist, Inc. vs. Fuji-Triumph Agri-Industrial Corp.

Facts: Petitioner Shrimp Specialist, Inc. entered into Distributorship Agreement with respondent Fuji-Triumph AgrIndustrial Corp. the latter will deliver prawn feeds to the former. In 1987, petitioner began purchasing prawn feeds to
Fuji and it paid postdated checks. However, petitioner issued stop-payment order for the checks issued to Fuji on the
ground that the prawn feeds delivered by the latter was contaminated with aflatoxin.
In January 1990, Ervin Lim, Fujis Vice president and owner, amd Edward Lim, Shrimp Specialists finance
Officer, met in Ozamiz City to discuss the unpaid delivery and they agreed to that Shrimp Specialist will issue a new
set of checks, this agreement were put into writing and signed by both of them.
Nevertheless, upon presentment of the replacement checks, these were again dishonoured due to another
stop-payment order issued by Shrimp Specialists. The latter then alleged that Fuji deposited the checks without first
replacing the defective feeds.
Fuji filed a criminal case against Shrimp Specialists and Eugene Lim.
RTC held that Shrimp Specialists is liable to pay Fuji and since Eugene Lim negotiated with Fuji and
signed the Distributorship Agreement in his capacity as President he was privy to the case hence, he was also liable.
CA held also that Shrimp Specialists is liable to Fuji but dismissed the case against Eugene Lim because
mere signing on behalf of the corporation is not enough because these artificial entities cannot act except through a
natural person.
Issue: WON CA erred in dismissing the case against respondent Eugene Lim and freeing him from solidary liability
with shrimp specialists.
Held: No. copy to full text

Saverio vs. Puyat

Facts: Respondent Alfonso G. Puyat granted laon to NSI represented by Nuccio Saverio. On several occasions,
Nuccio made personal payments to respondent amounting 600,000.00. However, when they defaulted payment
respondent filed a collection alleging that petitioner still has an outstanding balance of 460,505.86.
Petitioners countered that they already paid the loan and that the value of the machineries had long been
extinguished since the business did not materialized. Even assuming that they are liable the amount being claimed is
unconscionable
RTC rules that aside from the cash loan, the petitioners obligation to the respondent also covered the
payment of the machineries value. That the payment of 600k did not completely extinguish the petitioners
obligation and lastly, that Doctrine of Piercing the veil of corporation is proper in this case,
CA ruled that Nuccio Saverio and NSI are jointly and severally liable for the amount that the respondent
sought.

Issue: WON piercing the veil of corporation is proper in this case.

Held: No.

Martinez vs. CA

Facts: