MEL VELARDE vs. LOPEZ, INC. FACTS:
On January 6, 1997, Eugenio Lopez Jr., then President of respondent Lopez, Inc., as LEN LENE! E!,, and and peti petiti tion oner er "e# "e# $e#ar e#arde de,, then then %ene %enera ra## "ana "anage gerr of &'y &'y $isio ision n (orporation, a su)sidiary of respondent, as *O!!O+E!, forged a notarized #oan agree agreeent ent co-eri co-ering ng the aount aount of P1, P1,, ,. .. . /he agree agreeent ent e0pr e0press ess#y #y pro-ided for, aong other things, the anner of payent and the circustances const constitu itutin ting g defau# defau#tt hich hich ou#d ou#d gi-e gi-e the #ender #ender the right right to dec#ar dec#are e the #oan #oan together ith accrued interest iediate#y due and paya)#e. 2s petiti petitione onerr fai#ed fai#ed to pay the insta# insta##e #ents nts as they they )ecae )ecae due, due, resp respond ondent ent,, apparent#y in anser to a proposa# of petitioner respecting the sett#eent of the #oan, ad-ised hi )y #etter dated Ju#y 13, 1994 that he ay use his retireent )ene )ene5t 5ts s in &'y &'y $isio ision n in part partia ia## sett sett#e #ee ent nt of his his #oan #oan afte afterr he sett sett#e #es s his his accounta)i#ities accounta)i#ities to the #atter and gi-es his ritten instructions to it. Petitioner protested the coputation indicated in the Ju#y 13, 1994 #etter. On 2ugust 14, 1994, respondent 5#ed a cop#aint for co##ection of su of oney ith ith daag daages es at the !/( of Pasig asig (ity (ity agains againstt petit petition ioner er )ecaus )ecause e of fai#ur fai#ure e to cop#y ith the #oan agreeent and refusa# to pay upon deand. !espondent 5#ed a anifestation and a otion to disiss the counterc#ai counterc#ai for ant of urisdiction, urisdiction, hich dre petitioner to assert in his coent and opposition thereto that the -ei# of corporate 5ction ust )e pierced to ho#d respondent respondent #ia)#e for his counterc#ais. counterc#ais. !/( !/( of Pasig Pasig denied respondents respondents otion to disiss the counterc#ai. counterc#ai. !espondent 5#ed a Petition for (ertiorari at the (2 hich he#d that respondent is not the rea# party8in8interest on the counterc#ai and that there as fai#ure to sho the presence of any of the circustances circustances to ustify the app#ication of the princip#e of piercing piercing the -ei# of corporate 5ction. ISSUE and RULING 1.
+hether or not !/( has urisdiction o-er the counterc#ai of respondent: In deter deterin ining ing hich hich has urisd urisdict iction ion o-er o-er a case, case, the a-er a-erent ents s of the cop#aint ;counterc#ai< ta'en as a ho#e are considered. +ith regards to "e# $e#arde=s c#ai for unpaid sa#aries, unpaid share in net incoe, reasona)#e return return on the stoc' onership p#an and other )ene5ts for
ser-ices rendered to &'y $ision, urisdiction thereon pertains to the &ecurities and E0change (oission e-en if the cop#aint )y a corporate o>cer inc#udes oney c#ais since such c#ais are actua##y part of the prere?uisite of his position and, therefore inter#in'ed ith his re#ations ith the corporation. /he ?uestion of reunerations in-o#-ing a person ho is not a ere ep#oyee )ut a stoc'ho#der and o>cer of the corporation is not a sip#e #a)or pro)#e )ut a atter that coes ithin the area of corporate a@airs and anageent as is in fact a corporate contro-ersy in contep#ation of the (orporation (ode. +hi#e petitioners counterc#ais ere 5#ed on ece)er 1, 1994, the second cha##enged order of the tria# court denying respondents otion for reconsideration of the denia# of its otion to disiss as issued on Octo)er 9, A at hich tie P.. 9A82 had )een aended )y !.2. 4799 Bappro-ed on Ju#y 19, AC hich andated the transfer of urisdiction o-er intra8 corporate contro-ersies, su)ect of the counterc#ais, to !/(s. *ut e-en if the su)ect atter of the counterc#ais is no cogniza)#e )y !/(s, the 5#ing thereof against respondent is iproper, it not )eing the rea# party8in8interest, for it is petitioners ep#oyer &'y $ision, respondents su)sidiary. It cannot )e gainsaid that a su)sidiary has an independent and separate uridica# persona#ity, distinct fro that of its parent copany, hence, any c#ai or suit against the #atter does not )ind the forer and -ice -ersa. A. +hether or not the -ei# of corporate 5ction ust )e pierced to ho#d respondent #ia)#e. In app#ying the doctrine of piercing the -ei# of corporate 5ction, the fo##oing re?uisites ust )e esta)#ishedD B1C contro#, not ere#y aority or cop#ete stoc' contro# BAC such contro# ust ha-e )een used )y the defendant to coit fraud or rong, to perpetuate the -io#ation of a statutory or other positi-e #ega# duty, or dishonest acts in contra-ention of p#ainti@s #ega# rights and BFC the aforesaid contro# and )reach of duty ust pro0iate#y cause the inury or unust #oss cop#ained of. Nohere, hoe-er, in the p#eadings and other records of the case can it )e gathered that respondent has cop#ete contro# o-er &'y $ision, not on#y of 5nances )ut of po#icy and )usiness practice in respect to the transaction attac'ed, so that &'y $ision had at the tie of the transaction no separate ind, i## or e0istence of its on. /he e0istence of inter#oc'ing directors, corporate o>cers and shareho#ders is not enough usti5cation to pierce the -ei# of corporate 5ction in the a)sence of fraud or other pu)#ic po#icy considerations.
Petitioner udd#es the issues )y arguing that respondent fraudu#ent#y too' ad-antage of the contro# o-er the atter of copensation and )ene5ts of an ep#oyee of &'y $ision to decei-e petitioner into signing the #oan agreeent on the is#eading assurance that it as ere#y for the purpose of docuenting the reard to hi of ten i##ion pesos. /his arguent does not persuade. Petitioner, )eing a #ayer, is presued to 'no the #ega# and )inding e@ects of #oan agreeents. 2s for the tria# courts ru#ing that the agreeent to set8o@ is an aendent of the #oan agreeent resu#ting to an identity of interest )eteen respondent and &'y $ision and, therefore, su>cient to pierce the -ei# of corporate 5ction, it is untena)#e. In the #etter sent to petitioner it as entioned that, to e@ect a set8o@, it is a condition sine qua non that the appro-a# thereof )y &'yG(entra# ust )e o)tained, and that petitioner #i?uidate his ad-ances fro &'y $ision. /hese conditions hard#y anifest that respondent possessed that degree of contro# o-er &'y $ision as to a'e the #atter its ere instruenta#ity, agency or adunct.
