GAVIOLA-CLIMACO
o change in composition of partners So the Supreme Court said , go back to general rule
automatically dissolves partnership because of the separate personality of a corporation
and its officer and stockholders the officer and the
AS TO SUCCESSION stockholders does not become liable of the obligation
• Corporation: right of succession exists of the corporation by the mere fact of their being an
o heirs of stockholder will succeed in the rights officer.
• Partnership: no right of succession
CENIZA | FONTANOSA | GABUNADA | GEGANTO | GEONZON | GLORIA | JUMAO-AS | KE-E | MALAZARTE | MARTINQUILLA | MATA | SEÑAGAN | WEE
U N I V E R S I T Y O F S A N C A R L O S | PAGE 2 OF 10
Corporation (2019) MIDTERM REVIEWER ATTY. GAVIOLA-CLIMACO
Student: It is different because a corporation has a separate and distinct hand, THEY DID NOT, they only signed once. Hence,
personality as opposed to its officers. So because of that the officers they signed on behalf of the corporation.
should not be held liable with the liabilities of the corporation if they did
not act in bad faith or there has no fraud or illegality of the transaction,
and that they are authorized to do such transaction. In this case, it was The officers were not made joint and solidary liable
shown that they were authorized proven by the Board Resolution. with the corporation. It is only the corporation that is
liable to the loan contracted by its officers.
Question: Let’s go back to that contention you mention, if there are two Being an artificial entity, a corporation can only act
sets of signature that would have made them liable. Why? through its board of directors ( no physical hands to
sign contract). It acts through its officers or board of
Student: There is a principle in the Negotiable Instruments Law that was
discussed in the case, if you are only signing as a representative of a directors. When they act on behalf of the corporation,
particular corporation and that you are actually authorized to represent it doesn’t mean that the obligations created are the
the corporation you should not be held liable. obligations of the board or its officers because a
corporation is an artificial being having a separate and
Question: Why not? distinct personality from its stockholders and officers.
But if the representatives would voluntarily take on
Student: This is because your personality is distinct from the corporation
and you are merely acting on behalf of the corporation. themselves the obligation, that’s allowed. In which case
they are now solidarily liable with the corporation
Question: So, when they sign the loan documents as representatives of the because they bound themselves as such.
corporation. Whose obligation was created?
CLARIFICATION: REMEDY LEFT FOR
Student: The obligation created is that of the corporation and of the Bank,
CREDITORS WHEN THE DOCTRINE OF PIERCING
not of their personal capacity. They only acted as a representative of the
corporation. THE CORPORATE VEIL IS DISREGARDED. WHEN
THE OFFICERS AND STOCKHOLDERS ARE NOT
ATTY. GAVI: That is correct, because they signed as officers of the PERSONALLY LIABLE.
corporation and representing the corporation then that loan obligation
that was created is not their personal obligation. It is the obligation of the ATTY GAVI: Remedy is against the corporation,
corporation. They were only acting as representatives of the corporation.
when it is proved that the grounds of piercing the
The act and obligation was entered into by the corporation and not the
officers even if they are the ones representing the corporation. Why is
corporate veil are not present or when they did not
that? bind themselves voluntarily, the creditors have no
other remedy but to go after the corporation. When the
Student: This is because of the artificial being created by law to a assets of the corporation are not enough, they will have
corporation. Since there is an artificial created to a corporation by law then to go through insolvency proceeding and follow the
the officers, members, and representatives of such should not be held rule in preference of credits.
liable since their personality is different.
Just because a corporation is liable it does not mean
ATTY. GAVI: If the corporation has an obligation just because it was that its people are liable also, as long as they did not
contracted through a particular officer, does it now mean that it becomes voluntarily bind themselves and as long as there are no
the liability of the officer? Why? grounds to pierce the veil.
Section 2. A corporation is an artificial being. Being an artificial being its WHAT ABOUT SIGNING AS CO-MAKER OR CO-
obligations are separate and distinct of its officers, directors, and
stockholders.
DEBTOR?
Question: Why would it have been different if the officers signed the That is not piercing the veil, they are liable because of
second time around? contract. There is no need to pierce the veil, no need to
prove that they were in bad faith. Piercing the veil is
Student: If they sign the second time around the Supreme Court was saying based on different grounds.
that they are already signing in their own capacity and not mere
representative of the corporation. By signing, it means that they are really
liable to the loan. Review from the morning discussion:
The first attribute of a corporation is based on Section
IF THEY SIGN THE SECOND TIME, WHAT 2 of Corporation Code is that a Corporation is an
HAPPENS NOW TO THAT OBLIGATION OF SOLID artificial being which means it has a personality which
BANK? is separate and distinct from its stockholders, board of
directors and officers which means that the
SOLID BANK CASE CONTINUATION….. corporation can own properties and it can incur
obligations in its own name and that whichever
They are now solidary liable because they already bind properties that are owned by the corporation or
themselves not as officers of corporation but in their whatever obligations that are incurred by the
personal capacity. The first time they signed, they are corporation are its own properties and obligations and
representing the corporation, if they sign the second not that of its stockholders, directors or officers.
time (done na ang corporation na part), SC said they
are now signing on their own behalf, they are now Meaning, by fiction of law the person of the
obliged in their personal capacity but in the case at corporation is separate from the person of
CENIZA | FONTANOSA | GABUNADA | GEGANTO | GEONZON | GLORIA | JUMAO-AS | KE-E | MALAZARTE | MARTINQUILLA | MATA | SEÑAGAN | WEE
U N I V E R S I T Y O F S A N C A R L O S | PAGE 3 OF 10
Corporation (2019) MIDTERM REVIEWER ATTY. GAVIOLA-CLIMACO
stockholders that the latter may compose the transfered to Pacific which they own Subsidiarily . So
corporation but they are not the corporation. However, now they are claiming from both Phil Carp (initial
in certain instances the fiction or the veil of the employer) and according them ( Zambrano ) ALTER
corporation and its stockholders may be lifted in which EGO Pacific Carpet.
case the corporation is considered as one with its board
of directors and stockholders. There are only very Atty: Now what happened in the case?
specific instances where this is allowed because the law B:First there was no finding of Unfair labor pracrice ,
considers that corporation as separate entity for the since the petitioner failed to prove and they were not
convenience of the parties involved and to facilitate able to cite a specific ground for unfair labor practice
economic transactions. If this artificial being is being
used to commit injustice or to defraud the public, the Second , there was no iillegal dismissal. Since in as
law will lift the veil because this is only a legal fiction, much as no one is compelled to open a business, no
it’s not reality. The law will pierce the veil of legal one is also compelled to sustain a business.
fiction and consider the corporation as one with its
stockholders. CORPORATION AS AN ARTIFICIAL BEING
Under the concept of artificial entity, corporation B is Atty. G: so one, if the corporate vehicle is used to evade
separate and distinct from A, C, D and E, the obligations, the corporate then will be pierced and the
stockholders, board of directors and officers. In this stockholders will still be made liable for the obligation
way, corporation C is separate and distinct from of the corporation.
corporation A, B, D and E, the stockholders, board of
directors and officers and at the same time corporation Student: second is the protection of commission of a
C is separate and distinct from corporation D. The wrong, since the corporation is a separate entity, it can
separate entity applies not only to your stockholders, only act through its agents, so a corporation cannot be
board of directors and officers but also to any other held, for example, criminally liable. So if there are
legal entity in which the corporation is created. In this perpetrators, they might say for example commit
case, we have the Philippine carpet being the estafa through the corporation then the corporate
stockholder of the pacific carpet so now the employee’s fiction will be used for them.
contention are that Philippine carpet merely
transferred its operations to pacific carpet and now Atty. G: so when the corporate fiction is used to
they are trying to say that Philippine Carpet committed defraud or commit a crime then a corporate fiction will
unfair labor practice by transferring its operations and be pierced and the stockholders will be held liable. The
now pacific carpet should also be liable to them so third instance is alter ego cases.
they’re not claiming against stockholders, board of
directors and officers of Philippine carpet, they’re Student: The alter ego principle is that, a corporation
claiming against the subsidiary of Philippine carpet. is created by another person or juridical person
Thus the rule on artificial being apply in this case. The through which the transactions of that person is
Supreme Court said that a corporation has a directly done through the corporation, the essence of
personality separate and distinct from the persons alter ego principle is that the person who is using the
composing it as well as from any other legal entity
corporation in shielding himself from any possible
which it may be related. The artificial entity is
liabilities that may arise from its transactions. The
applicable not just to the persons composing the
corporation but also to any other legal entity which it difference between that and the first one is that the first
may be related. In regards to piercing, it is allowed only one, there might be a pre-existing intent to defraud
in three instances; first is when there is evasion of whereas the third one there might be none, that he is
obligation, second is when there is protection of just shielding himself from any possible liability.
commission of a wrong and third is in alter ego cases
Atty. G:The essence of the alter ego principle is
which is one given in this case. In alter ego cases, it
must passed the three test, first is the instrumentality CONTROL. If somebody is controlling the corporation
test, second is fraud test and third is the harm test. In such that the corporation basically does not have its
instrumentality test, the mere fact that one corporation own mind because a person is controlling not just
is controlled by a person, a single person does not majority but complete dominion not only of its
permit the piercing because it must also be prove that finances but also its policies and business practice so
such control extends to policy making, financial whatever the decision of this controlling person is
activities and etc. with regards to the fraud, there must considered the decision of the corporation, so control,
be a clear and proof of fraud that the corporation was not just financial but also with respect to business
used to commit a fraud. And in the harm test, there decisions and operations and you use this control in
must be a causal relationship between the use of the order to commit a fraud or wrong, and that the control
identity of the corporation and the harm committed. In causes harm or injury to other persons. In this case, the
this case, the mere fact that Pacific is a subsidiary will corporation is merely your alter ego such that whatever
not allow piercing. With regards to the transfer of obligations incurred by the corporation because of
assets, it was found out that the transfer of asset was
your control can be attributed to you and that person
actually a sale from Philippine carpet to Pacific Carpet
controlling the corporation becomes liable.
which explains the claim of the petitioners why there
are income generated by the Philippine carpet. So when do you apply the alter ego principle? There are
Atty G: what do you mean by evasion of obligation? three test
Student: since a corporation has a separate entity of its Student: the instrumentality, the fraud and the harm.
own, the owners may protect themselves by creating an The instrumentality test means the person has control
entity that would absorbed the obligations that they including the financial activities and policies. Second is
may incur and therefore shield them on the doctrine of fraud test, the entity is used to commit fraud. Lastly,
limited liability. What happens then is the whole the harm test, there is a causal connection between the
obligation of the supposed obligors may not be injury to the person and the use of the corporate
enforced against them because of the shield of the fiction. The ruling of the SC in this case is that, there
corporate fiction so the creditors will be prejudiced on was no alter ego or control because while there is
the use of the corporation. In which case, the legal
fiction will not be allowed to prevail.
CENIZA | FONTANOSA | GABUNADA | GEGANTO | GEONZON | GLORIA | JUMAO-AS | KE-E | MALAZARTE | MARTINQUILLA | MATA | SEÑAGAN | WEE
U N I V E R S I T Y O F S A N C A R L O S | PAGE 5 OF 10
Corporation (2019) MIDTERM REVIEWER ATTY. GAVIOLA-CLIMACO
(What’s the letter of credit for? How does it S: Yes, then a few months later, Martinez instructed
work? the bank to transfer (same request as Gonzales).
Atty. Gavi: It is a financial instrument it’s used Atty. Gavi: What happened after the letter of credit
basically as a bridge between buyer and seller was opened?
especially if they are located in different countries.
S: After the letter of credit was opened, Wilfredo and
• Illustration: if I were a buyer, I am not going Ruben Martinez, and Gonzales opened the money
to pay you until I get the goods because if I pay market placement value with BPI, after that Gonzales
you what if I don’t get the goods? On the other instructed BPI to transfer the $340k to the account of
hand if I was the seller, I’m not also going to Mar Tierra. However, that time the money placement
pay you if I don’t get paid, because what value has not yet matured, so what BPI did was I think
happens if I ship the goods, its already with it’s termed as account receivable for CLL and then that
you and you don’t pay me? Okay ra if we’re in amount was transferred to Mar Tierra. By the time that
the same City, what if you’re in HK and I’m in the money placement value has matured, they just
Cebu. So how do you reconcile? You do a letter allowed Wilfredo to withdraw the $340k.
of credit transaction. So as the buyer, you’re
going to go to a bank, open a letter of credit Atty. Gavi: So in other words, the funds transferred
and then the bank will contact its to Mar Tierra was supposed to be from the Money
correspondent bank where the seller is, and Market placement when it was not yet matured the
then you will say “hey, seller, I have here a bank held off on debiting that account, what it did
letter of credit in your favor, you ship the instead is it recorded a receivable from CLL.
goods to the buyer then give me the shipping But when the money market placement matured, did
documents, the moment you give the complete the bank debit the account with the money transferred
shipping docs, me and the bank will pay you” to Mar Tierra? they did not deduct. So what happened
so the seller knowing that he will get paid by next?
the bank will ship the goods, the bank now will
turn around and tells the buyer “hey mr. buyer S: W. Martinez was able to withdraw that amount, so
the good are on their way, these are the docs that’s the reason why the BPI collected that amount
you will need to claim the goods, now pay me from CLL.
what I paid the seller”)
Atty. Gavi: (reiterations) So when everything was
So that is what was used in this case, we have here CLL said and done, that $340k transferred to Mar Tierra
was supposed to be deducted from their deposit with
buying molasses from Mar Tierra, so as part of that
transaction, CLL opened a letter of credit in favor of the bank, but the bank did not deduct, so it just
Mar Tierra. So Mar Tierra, shipped goods to CLL recorded a receivable, and then worse is it allowed CLL
knowing that its going to get paid under the letter of and its representatives to deduct the full amount of the
credit. But ultimately, the letter of credit is a deposit without taking into consideration that they still
liability of the buyer because iya man I had an obligation in the amount of $340k. So now, the
reimburse ang bank, so the letter of credit is bank was left with no money in its hand but with a
the liability of CLL. receivable with CLL. So what happened?
Atty. Gavi: What happened next? S: So the bank tried to collect from CLL and Ruben and
Gonzales, but they refused.
S: Gonzales requested the respondents (BPI) to
transfer the $340k dollars of the 1 st money market
placement account into CLL’s private account and vice ....the bank tried to collect from CLL, Ruben and
versa. So, CLL transferred $340k to Mar Tierra’s Gozales but they refused. Eventually, they discovered
account. that they really have a payable to BPI after auditing
their account. BPI filed a collection case. Since they
Atty. Gavi: When Gonzales instructed the bank to refused to pay BPI asked the court to pierce the
transfer, he was acting on behalf of whom?
CENIZA | FONTANOSA | GABUNADA | GEGANTO | GEONZON | GLORIA | JUMAO-AS | KE-E | MALAZARTE | MARTINQUILLA | MATA | SEÑAGAN | WEE
U N I V E R S I T Y O F S A N C A R L O S | PAGE 6 OF 10
Corporation (2019) MIDTERM REVIEWER ATTY. GAVIOLA-CLIMACO
corporate veil, claiming that since the majority of the Martiera. Martiera also has other clients other than
stockholders are the same. CLL. The SC found that there was no fraud. And since
there was no fraud, there was not harm. And since
The respondents to the complaint filed by the bank are these two elements are missing then you cannot apply
CLL, Ruben, Lacson, Gonzales, and Wilfredo Martinez. the alter ego doctrine. So, there can be no piercing the
Wilfredo is a stockholder of CLL. Ruben is not a veil as far as Ruben is concerned.
stockholder of CLL. He is the stockholder of RJL corp
which is a stockholder of Martiera. Martiera is the UY VS. INTERNATIONAL AUS BANK
supplier of CLL and they also have common
stockholders. The SC ruled that the mere identity The bank granted a loan to Hammer which is secured
of the officers is not sufficient to pierce the by the property of Goldkey under a surety agreement
corporate veil. signed by Chua and his wife. Hammer defaulted with
The persons, as ruled by the court, who were not held the payment. The property of Goldkey was foreclosed.
liable are Ruben and Gonzales. Wilfredo Martinez and But there is still an outstanding balance of the loan.
Lacson were held liable because they signed a surety Bank filed a collection case against Hammer, Goldkey
agreement and not because of piercing the veil. This is and Chua. The issues are: whether or not UY can be
because they voluntarily bound themselves. Ruben was held personally liable, being an officer of Hammer; and
one of the signatories of the account but he did not sign whether or not the alter ego doctrine is applicable in
the surety agreement. this case.
The RTC found the claim of the bank to be valid. That There was a finding by the trial court that Uy did not
yes, CLL, the two Martinez and Lacson are liable under sign the loan agreement. But she was made liable solely
the piercing of the veil. That they were being used to because she is an officer and director of the
defraud the bank. The CA agreed that they are liable corporation. That is the only basis that the court had.
except for Gonzales, considering that he was merely an The SC said that it is not a sufficient ground to hold her
employee and not a stockholder. Ruben went to the SC liable because a corporation has a personality
on the ground that there was no basis on the judgment distinct from its officers and stockholders. The
against him. Why? Because the rest of the stockholders officer does not become liable with the obligations of
signed a surety agreement. Having signed such will the corporation by that mere fact.
make one liable jointly and solidary liable with CLL.
You do not even need to pierce the veil because they What about Goldkey? It was ruled that the corporate
bound themselves voluntarily by contract. veil must be pierced on the ground that Goldkey is a
mere alter ego of Hammer because of certain
What about Ruben? The ground for including him as circumstances such as they have common
one of the solidary debtor merely on the basis of stockholders, both are family corporations by Chua
piercing the veil/ the alter ego doctrine. According to who is the president of both corporations, they share
the SC, it pierced the veil to CLL to Martiera to RJL and the same office, when Chua disappeared, Goldkey and
to Ruben who was the majority stockholder of RJL, Hammer ceased operations. But the reason which
saying that all of these persons are one and the same. cannot found in any other case is the commingling
That CLL was merely a paper corporation and sham of assets of the corporations. This means that
used to defraud the bank. The only proof that they had when Hammer contracted the loan, Goldkey was also
is the common stockholding between Martiera and benefited by it. Whatever benefits that Hammer
CLL. THAT IS NOT A SUFFICIENT GROUND TO received from the loan was also enjoyed by Goldkey. SC
APPLY THE ALTER EGO PRINCIPLE. As we go said that you are under the same control, you have the
back to the case of Zambrano, we apply the alter ego same person running the corps, and that you
when there is a concurrence of 3 elements: (control, commingled you assets, even without mentioning
fraud, injury) fraud, or harm which is a requirement under the alter
THREE TESTS: ego doctrine, Goldkey is still liable.
1. CONTROL TEST – not just financial, but
COMPLETE business and operating control Teacher: Whatever benefits that Hammer receives
control. from the proceeds of the loan, it is assumed that
2. INSTRUMENTALITY TEST – that control Goldkey also enjoyed it because they co-mingled their
must be used to defraud. assets. So now that Hammer cannot pay, Goldkey
3. HARM TEST – that fraud cause harm to the should be held liable. Are we clear? Are we clear class?
Questions so far?
other party.
In this case, the bank was able to establish only the Student: For purposes of the exam, if given the
common shareholdings between CLL and Martiera. situation that the companies co-mingled their assets, is
But they have no proof to show that Martiera was using it safe to answer that we can provide the case?
CLL to conduct fraud. In fact, the SC found that there
was a valid business transaction between CLL and
CENIZA | FONTANOSA | GABUNADA | GEGANTO | GEONZON | GLORIA | JUMAO-AS | KE-E | MALAZARTE | MARTINQUILLA | MATA | SEÑAGAN | WEE
U N I V E R S I T Y O F S A N C A R L O S | PAGE 7 OF 10
Corporation (2019) MIDTERM REVIEWER ATTY. GAVIOLA-CLIMACO
S: Norton and Harrison buys the concrete blocks from T: So Norton and Harrison became the sole
Jackbilt, and then upon buying them, Norton and stockholder of Jackbilt. They now have control over
Harrison will sell it to the public. And the proceeds of Jackbilt. What happened next?
the sale will go to, will go to both of them. The bigger
amount goes to Jackbilt and the lesser amount serves S: The CIR (inaudible) collecting sales tax said that the
as profit or the compensation in selling the concrete sale, it should disregard the entity of Jackbilt since its
blocks to Norton and Harrison. shares were acquired by Norton. The sales tax should
be imposed upon the sales made by Norton to the
T: Okay, take note class that this case happened 1964 public, and not the sale by Jackbilt to Norton.
pa or 1940’s ang facts occured. So lahi pa, the corporate
income tax then was different. So you have here two T: Why?
companies, one is the manufacturing, the other is the
distributor. Okay? What did they have in common? S: Because after the, after Norton purchased the
outstanding shares of Jackbilt, the CIR said that
1:26 - 1:29 (inaudible) Jackbilt is now the corporation of Norton
since it exercises control over Jackbilt.
S: Three years after their agreement or their
arrangement rather, here comes Norton and Harrison T: What was the effect of the two transactions, the
eventually buying the assets of Jackbilt. scheme done by Norton and Jackbilt? What was the
effect of that of their tax liability? Why is the CIR
T: Assets? They purchased the assets? saying that there should only be one sale? How many
sales were there? Two diba? Jackbilt to Norton then
S: Outstanding shares of stocks. Norton to the public. But now the CIR is saying that no,
there should only be one sale because is the same as
T: They purchased the shares. What’s the Norton. Why would the CIR do that? Of course, they
difference between purchasing assets and want to get more taxes. How is that scheme, nga iduha
purchasing shares? For example you have A ka transaction, depriving the CIR of taxes? Why?
company and B company. What is the Because lain-lain man nga sales price. Lain ang price
difference if “A company will buy all the assets from Jackbilt to Norton, and they declared that as
of B company” or “A company buying the different revenue. Okay? At that time, the lower the
outstanding shares of B company”? Is it the revenue, the lower your tax rate. Mura xag individual
same or are they different transactions? They the taxation style bah. Have you have your tax already?
are different. So don’t interchange them. Then from Jackbilt to Norton, another sale. So daku
What’s the difference? man ang cost, so again lower na sad ang tax. Diba?
Because they broke the transactions into two, ni-
When you buy assets, you acquire the business. qualify sila for a lower bracket sa tax rates. You
You acquire the business because now you understand? Whereas if ila lang tu giusa nga sale, daku
have all the assets of that other entity but you ang revenue, that means that they go to the higher
don’t acquire another entity. Do you get it? You bracket. So the CIR is saying that no, there
acquire the assets of B so you acquire its should be only one sale, direct from Norton to
business but you don’t acquire B. Get it? the public. We disregard from Jackbilt to
CENIZA | FONTANOSA | GABUNADA | GEGANTO | GEONZON | GLORIA | JUMAO-AS | KE-E | MALAZARTE | MARTINQUILLA | MATA | SEÑAGAN | WEE
U N I V E R S I T Y O F S A N C A R L O S | PAGE 8 OF 10
Corporation (2019) MIDTERM REVIEWER ATTY. GAVIOLA-CLIMACO
Norton because that first sale was only used to Supreme Court refused to apply the piercing the veil
create a buffer to lower their tax. So you principle here.
understand? So what happened?
It’s not black and white, but generally, piercing
CIR VS. NORTON AND HARRISON COMPANY the veil will only apply if you want to make the
GR NO. L-17618, AUGUST 31, 1964 stockholders liable for the liabilities of the
Corporation, not the other was around. Why? You go
xx---direct from Norton to the public. We disregard the back to the essence of piercing the veil—if you are using
sale from Jackbilt to Norton because that first sale was the legal entity to defraud, so if naa na siya then you
only used to create a buffer to lower their tax. pierce the veil. In this case, there was no such
allegation that the Corp was being used to defraud the
General Rule, just because one corporation lawyer. So, the Supreme Court, it will not apply.
owns another, it doesn’t mean that they are one and the
same corporation; they are still separate and distinct. KUKAN INTERNATIONAL CORPORATION VS. HON.
However, there are circumstances to show that the AMOR REYES
separate personality is used to evade an obligation then GR NO. 182729, SEPTEMBER 29 2010
that separate personality will be disregarded and both
corporations will be considered as one. Here, you have a supplier not being paid.
Supplier sued Kukan Inc., and then Kukan Inc. stopped
So in this case, the Supreme Court found that Norton appearing in court, so that judgment was made and
and Harrison and Jackbilt were structed in such a way then Kukan Inc. was held liable. However, when they
as to evade paying the larger amount of tax; and it was served the writ of execution, they found that there was
shown that basically the two corporations were under another Corporation occupying the premises, Kukan
the same control. It was Norton and Harrison who International Corporation—same stockholder but
financed the operations of Jackbilt. Since there was a different corporation. So now you have the supplier
finding that the structure was made that the two- trying to enforce the judgment of Kukan Inc. against
pronged sale was made just to avail of a lower tax, then Kukan International Corporation and the justification
the Supreme Court said that Yes, we disregard the is piercing the veil. Can he do that? No. The Supreme
separate entity and consider that there should only be Court said that while piercing the veil can be used as a
one sale—the sale from Norton and Harrison to the basis to impute liability, it cannot be used as a basis to
public. So that sale is assessed with a higher tax rate, acquire jurisdiction. That’s a different matter—
and Norton and Harrison were held liable for acquisition of jurisdiction is something that’s
deficiency tax. technical. You cannot just enforce a judgment against
Corporation A when the judgment was against
(End of Norton Case Discussion) Corporation B under the guise of piercing the veil. The
Supreme Court said that it is not how piercing the veil
There are instances where piercing the veil will works. It is used to establish a liability but it is not used
not apply. For example, in the case of Francisco to acquire jurisdiction.
Motors, what happened there was the reverse.
CENIZA | FONTANOSA | GABUNADA | GEGANTO | GEONZON | GLORIA | JUMAO-AS | KE-E | MALAZARTE | MARTINQUILLA | MATA | SEÑAGAN | WEE
U N I V E R S I T Y O F S A N C A R L O S | PAGE 10 OF 10