Corpo Case Digest

SESBREÑO vs. COURT OF APPEALS

G.R. No. 89252, May 24, 1993

FACTS OF THE CASE

Raul Sesbreño made a money market placement with the Philippine Underwriters Finance Corporation ("Philfinance"). The placement, with a term of thirty-two (32) days, would mature on 13 March 1981. In turn, Philfinance issued documents which included posted checks, a Certificate of Confirmation of Sale with a Delta Motor Corporation Promissory Note (DMC PN), and a Delivery Receipt indicating that the DMC PN was in custodianship of Pilipinas Bank. The DMC PN had a face value of P2.3m with Philfinance as "payee" and Delta as "maker" and that on face of the PN was stamed "NON NEGOTIABLE".

The checks were dishonored for having insufficient funds. This prompted the petitioner to hand a demand letter over to Pilipinas Bank asking for the physical delivery of the promissory note. Pilipinas did not deliver the Note to petitioner. Petitioner also made a written demand upon Delta for the partial satisfaction of DMC PN. Delta denied any liability as the promissory note was not intended to be negotiated.

As petitioner failed to collect his investment and interest thereon, he then filed a case against Delta and Pilipinas. He contends that Phil finance and private respondents Delta and Pilipinas should be treated as one corporate entity alleging that all three companies have a common Director.

ISSUE

Whether or not Delta and Pilipinas can be held liable for the liability of Philfinance to petitioner.

RULING

No. In the first place, as already noted, jurisdiction over the person of Philfinance was never acquired either by the trial court or by the respondent Court of Appeals. Petitioner similarly did not seek to implead Philfinance in the Petition before us.

Secondly, it is not disputed that Philfinance and private respondents Delta and Pilipinas have been organized as separate corporate entities. Petitioner asks us to pierce their separate corporate entities, but has been able only to cite the presence of a common Director — Mr. Ricardo Silverio, Sr., sitting on the Board of Directors of all three (3) companies. Petitioner has neither alleged nor proved that one or another of the three (3) concededly related companies used the other two (2) as mere alter egos or that the corporate affairs of the other two (2) were administered and managed for the benefit of one. There is simply not enough evidence of record to justify disregarding the separate corporate personalities of delta and Pilipinas and to hold them liable for any assumed or undetermined liability of Philfinance to petitioner.