Delpher Trades Corp. V. IAC (1988) – Gutierrez, Jr., J. b.
To accomplish this, two pieces of real
Petitioners: Delpher Trades Corporation, and Delphin estate, including the land leased to Hydro Pacheco Pipes, were transferred to the corporation; Respondents: Intermediate Appellate Court and c. The leased property was transferred to the Hydro Pipes Philippines, Inc. corporation by virtue of a deed of exchange of property; in exchange for Brief Facts: Delf and Pelagia Pacheco leased the lot these properties, Pelagia and Delfin they co-owned to CCII to which the siblings granted a acquired 2500 unissued no par value right of first refusal. CCII assigned its rights to Hydro shares of stock which are equivalent to a Pipes. A deed of exchange was executed between the 55% majority in the corporation because Pachecos and Delpher Trades Corp. wherein the the other owners only owned 2000 shares Pachecos conveyed the leased lot to Delpher in d. At the time of incorporation, he knew all exchange for 2500 shares of stock. Hydro Pipes filed a about the contract of lease to Hydro Pipes. complaint for reconveyance for alleged violation of its In the petitioners’ MR, they refer to this right of first refusal. scheme as “estate planning” 9. Petitioners contend that there was actually no Doctrine: After incorporation, one becomes a transfer of ownership of the subject parcel of land stockholder of a corporation by subscription or by since the Pachecos remained in control of the purchasing stock directly from the corporation or from property. The transfer of ownership, if anything, individual owners thereof. was merely in form, but not in substance. a. Petitioner corporation is a mere alter ego or conduit of the Pacheco co-owners; hence FACTS: the corporation and the co-owners should 1. Delfin Pacheco and his sister Pelagia Pacheco were be deemed to be the same, there being the co-owners of a real estate in Polo (now identity of interest. Valenzuela). b. The Pachecos did not sell the property. 2. They leased the property to Construction There was no sale and they exchanged the Components International Inc. (CCII), providing that land for shares of stocks in their own during the existence or after the term of this lease corporation. the lessor, should he decide to sell the property 10. Respondents argue that Delpher is a corporate leased shall first offer the same to the lessee and entity separate and distinct from the Pachecos. It the latter has the priority to buy under similar cannot be said that Delpher is the Pacheco’s alter conditions. ego or conduit. 3. CCII assigned its rights and obligations under the a. That Delfin, having treated Delpher as such contract of lease in favour of Hydro Pipes a separate and distinct corporate entity, is Philippines, Inc. with the signed conformity and not a party who may allege that this consent of the Pachecos. The contract and separate corporate existence should be assignment of lease were annotated at the back of disregarded. the title. b. There was actual transfer of ownership 4. A deed of exchange was executed between the interest over the leased property when the Pachecos and defendant Delpher Trades same was transferred to Delpher in Corporation whereby the former conveyed to the exchange for the latter’s shares of stock. latter the leased property together with another parcel of land also in Valenzuela for 2500 shares of ISSUE: WON the Deed of Exchange executed by stock of Delpher (total value of P1.5M) the Pachecos and Delpher was meant to be a 5. On the ground that it was not given the first option contract of sale, which prejudiced respondent’s to buy the leased property pursuant to the proviso right of first refusal. (NO) in the lease agreement, Hydro Pipes filed an amended complaint for reconveyance of the lot in RATIO: The Delpher Trades Corporation is a business its favour under conditions similar to those conduit of the Pachecos. What they really did was to whereby Delpher acquired the property from the invest their properties and change the nature of their Pachecos. ownership from unincorporated to incorporated form 6. The CFI ruled in favour of Hydro Pipes. This was by organizing Delpher Trades Corporation to take affirmed on appeal by the IAC. control of their properties and at the same time save 7. Petitioners filed a petition for certiorari which was on inheritance taxes. initially denied by the SC but upon MR, the SC gave The Deed of Exchange of property cannot be a it due course. considered a contract of sale since there was no 8. Eduardo Neria, CPA and son-in-law of Pelagia transfer of actual ownership interests by the testified that: Pachecos to a third party. The Pacheco family a. Delpher is a family corporation, organized merely changed their ownership from one form to by the children of Pelagia Pacheco and another. Benjamin Hernandez, and Sps. Delfin and There is nothing wrong or objectionable about the Pilar Pacheco, who owned in common the estate planning scheme resorted to by the parcel of land leased to Hydro Pipes in Pachecos. “The legal right of a taxpayer to order to perpetuate their control over the decrease the amount of what otherwise could be property through the corporation and to his taxes or altogether avoid them, by means avoid taxes; which the law permits, cannot be doubted.” After incorporation, one becomes a stockholder of money, as in the case of par value shares. The a corporation by subscription or by purchasing capital stock of a corporation issuing only no-par stock directly from the corporation or from value shares is not set forth by a stated amount of individual owners thereof. money, but instead is expressed to be divided into o In exchange of their properties, the a stated number of shares, such as 1000 shares. Pachecos acquired 2500 original unissued This indicates that a shareholder of 100 such no par value shares of stocks of the shares is an aliquot sharer in the assets of the Delpher Trades Corporation. Consequently, corporation, no matter what value they may have the Pachecos became stockholders of the to the extent of 100/1000, or 1/10. Thus, by corporation by subscription. removing the par value of shares, the attention of A no-par value share does not purport to represent persons interested in the financial condition of a any stated proportionate interest in the capital corporation is focused upon the value of assets and stock measured by value, but only an aliquot part the amount of its debts. of the whole number of such share issuing There was no attempt to state the true or current corporation. The holder of no-par shares may see market value of the real estate. Land valued at from the certificate itself that he is an aliquot P300.00 per square meter was turned over to the sharer in the assets of the corporation. But this family’s corporation for only P14.00 a square character of proportionate interest is not hidden meter. beneath a false appearance of a given sum in DISPOSITIVE: Petition granted.
A Short View of the Laws Now Subsisting with Respect to the Powers of the East India Company
To Borrow Money under their Seal, and to Incur Debts in
the Course of their Trade, by the Purchase of Goods on
Credit, and by Freighting Ships or other Mercantile
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