Maricalum Mining Corp. v. Florentino
Maricalum Mining Corp. v. Florentino
Maricalum Mining Corp. v. Florentino
DECISION
GESMUNDO, J : p
The subjects of the instant consolidated cases are two (2) petitions for
appeal by certiorari filed by the following petitioners:
1) Maricalum Mining Corporation (Maricalum Mining) in G.R. No.
221813; and
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2) Ely Florentino, Glenn Buenviaje, Rudy J. Gomez, 1 Fernando
Siguan, Dennis Abelida, Noel S. Acollador, Wilfredo C. Taganile,
Sr., Martir S. Agsoy, Sr., Melchor B. Apucay, Domingo Lavida,
Jesus Mosqueda, Ruelito A. Villarmia, Sofronio M. Ayon, Efren T.
Genise, Alquin A. Franco, Pabio L. Aleman, Pepito G. Hepriana,
Elias S. Trespeces, Edgar M. Sobrino, Alejandro H. Sitchon, Nenet
Arita, Dr. Welilmo T. Neri, Erlinda L. Fernandez, and Edgardo S.
Peñaflorida (complainants) in G.R. No. 222723.
Both of these petitions are assailing the propriety of the October 29,
2014 Decision 2 of the Court of Appeals (CA) in CA-G.R. SP No. 06835. The
CA upheld the November 29, 2011 Decision 3 and January 31, 2012
Resolution 4 of the National Labor Relations Commission (NLRC) in NLRC
Case No. VAC-05-000412-11. In the present petitions, complainants seek to
reinstate the April 20, 2011 Decision 5 of the Labor Arbiter (LA) in
consolidated cases NLRC RAB VI CASE No. 09-10755-10, NLRC RAB VI CASE
No. 12-10915-10, NLRC RAB VI CASE No. 12-10916-10 and NLRC RAB VI CASE
No. 12-10917-10, which granted their joint complaints for monetary claims
against G Holdings, Inc. (G Holdings); while Maricalum Mining seeks to have
the case remanded to the LA for proper computation of its total monetary
liability to the complainants.
The Antecedents
The dispute traces its roots back to when the Philippine National Bank
(PNB, a former government-owned-and-controlled corporation) and the
Development Bank of the Philippines (DBP) transferred its ownership of
Maricalum Mining to the National Government for disposition or privatization
because it had become a non-performing asset. 6
On October 2, 1992, the National Government thru the Asset
Privatization Trust (APT) executed a Purchase and Sale Agreement (PSA) with
G Holdings, a domestic corporation primarily engaged in the business of
owning and holding shares of stock of different companies. G Holding bought
90% of Maricalum Mining's shares and financial claims in the form of
company notes. In exchange, the PSA obliged G Holdings to pay APT the
amount of P673,161,280.00, with a down payment of P98,704,000.00 and
with the balance divided into four tranches payable in installment over a
period of ten years. 7 Concomitantly, G Holdings also assumed Maricalum
Mining's liabilities in the form of company notes. The said financial liabilities
were converted into three (3) Promissory Notes (PNs) totaling
P550,000,000.00 (P114,715,360.00, P186,550,560.00 and P248,734,080.00),
which were secured by mortgages over some of Maricalum Mining's
properties. 8 These PNs obliged Maricalum Mining to pay G Holdings the
stipulated amount of P550,000,000.00.
Upon the signing of the PSA and paying the stipulated down payment,
G Holdings immediately took physical possession of Maricalum Mining's
Sipalay Mining Complex, as well as its facilities, and took full control of the
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latter's management and operations. 9
On January 26, 1999, the Sipalay General Hospital, Inc. (Sipalay
Hospital) was duly incorporated to provide medical services and facilities to
the general public. 10
Afterwards, some of Maricalum Mining's employees retired and formed
several manpower cooperatives, 11 as follow:
COOPERATIVE DATE OF
REGISTRATION
San Jose Multi-Purpose Cooperative December 8, 1998
(SJMPC)
Centennial Multi-Purpose Cooperative April 5, 1999
(CeMPC)
Sipalay Integrated Multi-Purpose April 5, 1999
Cooperative (SIMPC)
Allied Services Multi-Purpose July 23, 1999
Cooperative (ASMPC)
Cansibit Multi-Purpose Cooperative September 16, 1999
(CaMPC)
In its decision dated November 29, 2011, the NLRC modified the LA
ruling. It held that Dr. Welilmo T. Neri, Erlinda L. Fernandez and Edgar M.
Sobrino are not entitled to the monetary awards because they were not able
to establish the fact of their employment relationship with G Holdings or
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Maricalum Mining because Sipalay Hospital has a separate and distinct
corporate personality. As to the remaining complainants, it found that no
evidence was adduced to prove that the salaries/wages and the 13th month
pay had been paid.
However, the NLRC imposed the liability of paying the monetary
awards imposed by the LA against Maricalum Mining, instead of G Holdings,
based on the following observations that: it was Maricalum Mining — not G
Holdings — who entered into service contracts by way of a Memorandum of
Agreement with each of the manpower cooperatives; complainants
continued rendering their services at the insistence of Maricalum Mining
through their cooperatives; Maricalum Mining never relinquished possession
over the Sipalay Mining Complex; Maricalum Mining continuously availed of
the services of complainants through their respective manpower
cooperatives; in G Holdings, Inc. v. National Mines and Allied Workers Union
Local 103 (NAMAWU), et al. 27 (NAMAWU Case), the Court already held that
G Holdings and Maricalum Mining have separate and distinct corporate
personalities. The dispositive portion of the NLRC ruling states:
WHEREFORE, premises considered, the Decision rendered by
the Labor Arbiter on 20 April 2011 is hereby MODIFIED, to wit:
1) the monetary award adjudged to complainants Jessie
Magallanes, Rogelio E. Fulo, Salvador J. Arceo, Freddie
Masicampo, Welilmo Neri, Erlinda Fernandez and Edgar
Sobrino are CANCELLED;
2) the award of ten percent (10%) attorney's fees is
ADJUSTED commensurate to the award of unpaid
salaries/wages and 13th month pay of the remaining
complainants;
3) the directive for respondent "G" Holdings, Inc. to pay
complainants the monetary awards adjudged by the Labor
Arbiter is CANCELLED;
4) it is intervenor that is, accordingly, directed to pay the
remaining complainants their respective monetary awards.
In all other respects the Decision STANDS.
SO ORDERED. 28
SO ORDERED. 29
In its decision dated October 29, 2014, the CA denied the petitions and
affirmed the decision of the NLRC. It ratiocinated that factual issues are not
fit subjects for review via the extraordinary remedy of certiorari. The CA
emphasized that the NLRC's factual findings are conclusive and binding on
the appellate courts when they are supported by substantial evidence. Thus,
it maintained that it cannot review and re-evaluate the evidence all over
again because there was no showing that the NLRC's findings of facts were
reached arbitrarily. The decretal portion of the CA decision states:
WHEREFORE, premises considered, the instant petition for
certiorari is DENIED, and the assailed Decision dated 29 December
2011 and two Resolutions both dated 31 January 2012 of the National
Labor Relations Commission are hereby AFFIRMED in all respects.
Costs against petitioners.
SO ORDERED. 30
The doctrine of piercing the corporate veil applies only in three (3)
basic areas, namely: (a) defeat of public convenience as when the corporate
fiction is used as a vehicle for the evasion of an existing obligation; (b) fraud
cases or when the corporate entity is used to justify a wrong, protect fraud,
or defend a crime; or (c) alter ego cases, where a corporation is merely a
farce since it is a 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. 53 This principle is basically applied only to
determine established liability. 54 However, piercing of the veil of corporate
fiction is frowned upon and must be done with caution. 55 This is because a
corporation is invested by law with a personality separate and distinct from
those of the persons composing it as well as from that of any other legal
entity to which it may be related. 56
A parent 57 or holding company 58 is a corporation which owns or is
organized to own a substantial portion of another company's voting 59
shares of stock enough to control 60 or influence the latter's management,
policies or affairs thru election of the latter's board of directors or otherwise.
However, the term "holding company" is customarily used interchangeably
with the term "investment company" which, in turn, is defined by Section 4
(a) of Republic Act (R.A.) No. 2629 61 as "any issuer (corporation) which is or
holds itself out as being engaged primarily, or proposes to engage primarily,
in the business of investing, reinvesting, or trading in securities."
In other words, a "holding company" is organized and is basically
conducting its business by investing substantially in the equity securities 62
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of another company for the purposes of controlling their policies (as opposed
to directly engaging in operating activities) and "holding" them in a
conglomerate or umbrella structure along with other subsidiaries.
Significantly, the holding company itself — being a separate entity — does
not own the assets of and does not answer for the liabilities of the subsidiary
63 or affiliate. 64 The management of the subsidiary or affiliate still rests in
the hands of its own board of directors and corporate officers. It is in keeping
with the basic rule a corporation is a juridical entity which is vested with a
legal personality separate and distinct from those acting for and in its behalf
and, in general, from the people comprising it. 65 The corporate form was
created to allow shareholders to invest without incurring personal liability for
the acts of the corporation. 66
While the veil of corporate fiction may be pierced under certain
instances, mere ownership of a subsidiary does not justify the imposition of
liability on the parent company. 67 It must further appear that to
recognize a parent and a subsidiary as separate entities would aid
in the consummation of a wrong. 68 Thus, a holding corporation has
a separate corporate existence and is to be treated as a separate
entity; unless the facts show that such separate corporate
existence is a mere sham, or has been used as an instrument for
concealing the truth. 69
In the case at bench, complainants mainly harp their cause on the alter
ego theory. Under this theory, piercing the veil of corporate fiction may be
allowed only if the following elements concur:
1) Control — not mere stock control, but complete domination —
not only of finances, but of policy and business practice in
respect to the transaction attacked, must have been such that
the corporate entity as to this transaction had at the time no
separate mind, will or existence of its own;
cSEDTC
The corporate veil may be lifted only if it has been used to shield fraud,
defend crime, justify a wrong, defeat public convenience, insulate bad faith
or perpetuate injustice. 75 To aid in the determination of the presence or
absence of fraud, the following factors in the "Totality of Circumstances
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Test" 76 may be considered, viz.:
1) Commingling of funds and other assets of the corporation
with those of the individual shareholders;
2) Diversion of the corporation's funds or assets to non-corporate
uses (to the personal uses of the corporation's shareholders);
3) Failure to maintain the corporate formalities necessary for the
issuance of or subscription to the corporation's stock, such as
formal approval of the stock issue by the board of directors;
4) An individual shareholder representing to persons outside the
corporation that he or she is personally liable for the debts or
other obligations of the corporation;
5) Failure to maintain corporate minutes or adequate corporate
records;
6) Identical equitable ownership in two entities;
7) Identity of the directors and officers of two entities who are
responsible for supervision and management (a partnership or
sole proprietorship and a corporation owned and managed by the
same parties);
8) Failure to adequately capitalize a corporation for the reasonable
risks of the corporate undertaking; SDAaTC
Conclusion
Separate Opinions
LEONEN, J., dissenting:
This case involves two (2) Petitions for Review questioning the Court of
Appeals October 29, 2014 Decision in CA-G.R. SP No. 06835.
In G.R. No. 221813, Maricalum Mining Corporation (Maricalum Mining)
is questioning the computation of its total monetary liability.
In G.R. No. 222723, Ely G. Florentino, Glenn Buenviaje, Rudy J. Gomez,
represented by his heir Thelma Gomez, Fernando Siguan, Dennis Abelida,
Noel S. Accolador, Wilfredo Taganile, Sr., Martir S. Agsoy, Sr., Melchor
Apucay, Domingo Lavida, Jesus Mosqueda, Ruelito A. Villarmia, Sofronio M.
Ayon, Efren T. Genise, Alquin A. Franco, Pablo L. Aleman, Pepito G. Hepriana,
Elias S. Trespeces, Edgar Sobrino, Alejandro H. Sitchon, Nenet Arita, Welilmo
T. Neri, Erlinda Fernandez, and Edgardo Peñaflorida (collectively,
complainants) are insisting that G Holdings, Inc. (G Holdings) should be held
liable with Maricalum Mining for their labor claims.
The following are the antecedent facts:
The Philippine National Bank and the Development Bank of the
Philippines previously owned Maricalum Mining. When Maricalum Mining
became a non-performing asset, both banks transferred their ownership of
Maricalum Mining to the National Government for disposition or privatization.
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1 AScHCD
The ponencia also lent credence to the allegation that the continuing
depletion of Maricalum Mining's assets is due to its employees' pilferage, and
that there is no evidence that G Holdings was negligent in that aspect. 18
It further ruled that there is no showing that all of Maricalum Mining's
assets have been depleted such that it is insufficient to meet the employees'
claims. 19
It also concluded that G Holdings is a holding company that merely
purchased Maricalum Mining's shares to invest in the mining industry, not to
continue its existence and operations. 20
Moreover, it ruled that there is no showing that the employees have
suffered any monetary injury, as they have yet to enforce their claims
against Maricalum Mining. 21
I dissent. I opine that the corporate veil should be pierced and that G
Holdings should be held solidarily liable with Maricalum Mining.
A corporation has a separate and distinct personality from that of its
stockholders, officers, or any other legal entity to which it is related. 22 It is
presumed to be a bona fide legal entity that has its own powers and
attributes. Its assets and properties are its own, and it is liable for its own
acts and obligations.
A corporation is an artificial being created by operation of law.
It possesses the right of succession and such powers, attributes, and
properties expressly authorized by law or incident to its existence. It
has a personality separate and distinct from the persons composing
it, as well as from any other legal entity to which it may be related.
This is basic. 23 AcICHD
Thus, the elements are control, the commission of a wrong, and injury.
Control is particularly relevant in alter-ego cases. In Philippine National
Bank v. Ritratto Group, Inc., 43 this Court laid down several indicators of full
control:
(a) The parent corporation owns all or most of the capital stock of
the subsidiary.
(b) The parent and subsidiary corporations have common directors
or officers.
(c) The parent corporation finances the subsidiary.
(d) The parent corporation subscribes to all the capital stock of the
subsidiary or otherwise causes its incorporation.
(e) The subsidiary has grossly inadequate capital.
(f) The parent corporation pays the salaries and other expenses or
losses of the subsidiary.
(g) The subsidiary has substantially no business except with the
parent corporation or no assets except those conveyed to or by
the parent corporation.
(h) In the papers of the parent corporation or in the statements of
its officers, the subsidiary is described as a department or
division of the parent corporation, or its business or financial
responsibility is referred to as the parent corporation's own.
(i) The parent corporation uses the property of the subsidiary as its
own.
(j) The directors or executives of the subsidiary do not act
independently in the interest of the subsidiary but take their
orders from the parent corporation.
(k) The formal legal requirements of the subsidiary are not
observed. 44
However, there is particular emphasis in the element of fraud or
commission of a wrong.
Previously, the piercing of the veil was allowed whenever there is a
similarity in the personnel, officers, resources, and place of work of two (2)
entities. Ownership and control of two (2) entities by the same parties is
sufficient to disregard the legal fiction. Thus, in Sibagat Timber Corp. v.
Garcia: 45
The circumstances that: (1) petitioner and Del Rosario & Sons
Logging Enterprises, Inc. hold office in the same building; (2) the
officers and directors of both corporations are practically the same;
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and (3) the Del Rosarios assumed management and control of
Sibagat and have been acting for and managing its business . . . ,
bolster the conclusion that petitioner is an alter ego of the Del
Rosario & Sons Logging Enterprises, Inc.
The rule is that the veil of corporate fiction may be pierced
when made as a shield to perpetrate fraud and/or confuse legitimate
issues . . . The theory of corporate entity was not meant to promote
unfair objectives or otherwise, to shield them . . . Likewise, where it
appears that two business enterprises are owned, conducted, and
controlled by the same parties, both law and equity will, when
necessary to protect the rights of third persons, disregard the legal
fiction that two corporations are distinct entities, and treat them as
identical . . .
xxx xxx xxx
Assuming arguendo that this Court in G.R. No. 84497 held that
petitioner is the owner of the properties levied under execution, that
circumstance will not be a legal obstacle to the piercing of the
corporate fiction. As found by both the trial and appellate courts,
petitioner is just a conduit, if not an adjunct of Del Rosario & Sons
Logging Enterprises, Inc. In such a case, the real ownership becomes
unimportant and may be disregard for the two entities may/can be
treated as only one agency or instrumentality.
The corporate entity is disregarded 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. 46 (Citations omitted)
Likewise, the corporate veil was pierced in Philippine Bank of
Communications v. Court of Appeals , 47 where a parcel of land could not be
levied upon because the property had already been transferred to another
corporation controlled by the liable person.
The well settled principle is that a corporation "is invested by
law with a separate personality, separate and distinct from that of the
person composing it as well as from any other legal entity to which it
may be related." . . . However, the separate personality of the
corporation may be disregarded, or the veil of corporate fiction
pierced when the corporation is used "as a cloak or cover for fraud or
illegality, or to work an injustice, or where necessary to achieve
equity or when necessary for the protection of creditors." . . .
In the instant case, the evidence clearly shows that Chua and
his immediate family control JALECO. The Deed of Exchange executed
by Chua and JALECO had for its subject matter the sale of the only
property of Chua at the time when Chua's financial obligations
became due and demandable. The records also show that despite the
"sale," respondent Chua continued to stay in the property, subject
matter of the Deed of Exchange.
These circumstances tend to show that the Deed of Exchange
was not what it purports to be. Instead, they tend to show that the
Deed of Exchange was executed with the sole intention to defraud
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Chua's creditor — the petitioner. It was not a bona fide transaction
between JALECO and Chua. Chua entered a sham or simulated
transaction with JALECO for the sole purpose of transferring the title
of the property to JALECO without really divesting himself of the title
and control of the said property.
Hence, JALECO's separate personality should be disregarded
and the corporation veil pierced. In this regard, the transaction
leading to the execution of the Deed of Exchange between Chua and
JALECO must be considered a transaction between Chua and himself
and not between Chua and JALECO. Indeed, Chua took advantage of
his control over JALECO to execute the Deed of Exchange to defraud
his creditor, the petitioner herein. JALECO was but a mere alter ego of
Chua. 48 (Citations omitted)
In Tomas Lao Construction v. National Labor Relations Commission , 49
the veils of corporate fiction of three (3) companies owned, controlled, and
managed by one (1) family were pierced to hold them all liable for monetary
awards granted to illegally dismissed workers. cDHAES
This Court further ruled that similarities are not sufficient to pierce the
corporate veil, especially if there is a plausible business purpose for the
existence of the corporate fiction. In Padilla v. Court of Appeals, 54
respondent Susana Realty, Inc. sought to enforce an alias writ of execution
against the properties of petitioner Phoenix-Omega Development and
Management Corporation to satisfy a monetary award, based on the finding
that Phoenix-Omega Development and Management Corporation was the
sister company of the liable corporation, PKA Development and Management
Corporation. This Court ruled that it was not proper to pierce the corporate
veil as there was no showing that it was used to defeat public convenience,
justify wrong, protect fraud, or defend crime:
This veil of corporate fiction may only be disregarded in cases
where the corporate vehicle is being used to defeat public
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convenience, justify wrong, protect fraud, or defend crime. (PKA
Development and Management Corporation) and Phoenix-Omega are
admittedly sister companies, and may be sharing personnel and
resources, but we find in the present case no allegation, much less
positive proof, that their separate corporate personalities are being
used to defeat public convenience, justify wrong, protect fraud, or
defend crime. "For the separate juridical personality of a corporation
to be disregarded, the wrongdoing must be clearly and convincingly
established. It cannot be presumed." We find no reason to justify
piercing the corporate veil in this instance. 55 (Citations omitted)
I n Development Bank of the Philippines v. Court of Appeals, 56
Remington Corporation (Remington) sought payment for construction
materials purchased by Marinduque Mining and Industrial Corporation
(Marinduque Mining). The Philippine National Bank and the Development
Bank of the Philippines foreclosed and acquired the mortgaged properties of
Marinduque Mining, and assigned their rights to the properties to three (3)
newly created mining corporations. Remington then filed a collection case
against Marinduque Mining, and impleaded the Philippine National Bank, the
Development Bank of the Philippines, and the three (3) mining companies. It
argued that the transfer of Marinduque Mining's properties to the three (3)
mining corporations were made in fraud of creditors considering that the
Philippine National Bank and the Development Bank of the Philippines
practically wholly own the three (3) newly created entities. This Court ruled
that the piercing of the corporate veil is not warranted because the transfer
was done in good faith and in accordance with law and sound business
practice:
[T]his Court has disregarded the separate personality of the
corporation where the corporate entity was used to escape liability to
third parties. In this case, however, we do not find any fraud on the
part of Marinduque Mining and its transferees to warrant the piercing
of the corporate veil.
It bears stressing that [the Philippine National Bank] and [the
Development Bank of the Philippines] are mandated to foreclose on
the mortgage when the past due account had incurred arrearages of
more than 20% of the total outstanding obligation. . .
ASEcHI
Thus, I DISSENT as to the ruling that the corporate veil should not be
pierced. I maintain that the doctrine of piercing the corporate veil properly
applies and that G Holdings, Inc. should be held liable with Maricalum Mining
Corporation.
Footnotes
1. Rollo (G.R. No. 222723) p. 12, represented by his heir Thelma G. Gomez, et al.
2. Id. (G.R. No. 221813, Vol. 1) at 67-80; penned by Associate Justice Marie
Christine Azcarraga-Jacob and concurred by Associate Justices Ramon Paul L.
Hernando and Ma. Luisa C. Quijano-Padilla.
3. Id. at 381; penned by Presiding Commissioner Violeta Ortiz-Bantug and
concurred by Commissioner Julie C. Rendoque.
4. Id. at 440.
8. Supra note 5.
9. Id.
10. Rollo (G.R. No. 222723), pp. 437, 447.
11. Id. (G.R. No. 221813, Vol. II), pp. 553, 557.
12. Id. at 527-552.
13. Id. (G.R. No. 222723) at 112.
38. Protective Maximum Security Agency, Inc. v. Fuentes , 753 Phil. 482, 504
(2015), citations omitted.
39. United Coconut Planters Bank v. Looyuko, et al., 560 Phil. 581, 590 (2007),
citations omitted.
40. Simon, et al. v. Canlas, 521 Phil. 558, 575 (2006), citations omitted.
41. Tacloban II Neighborhood Association, Inc. v. Office of the President, et al., 588
Phil. 177, 195 (2008), citations omitted.
42. Cf. De Ortega v. Natividad, etc., et al., 71 Phil. 340, 342 (1941), citations
omitted.
43. LNS International Manpower Services v. Padua, Jr., 628 Phil. 223, 224 (2010).
44. Article 106. Contractor or subcontractor. Whenever an employer enters into a
contract with another person for the performance of the former's work, the
employees of the contractor and of the latter's subcontractor, if any, shall be
paid in accordance with the provisions of this Code.
In the event that the contractor or subcontractor fails to pay the wages of his
employees in accordance with this Code, the employer shall be jointly and
severally liable with his contractor or subcontractor to such employees to the
extent of the work performed under the contract, in the same manner and
extent that he is liable to employees directly employed by him.
47. Petron Corporation v. Caberte, et al., 759 Phil. 353, 367 (2015), citations
omitted.
48. Neptune Metal Scrap Recycling, Inc. v. Manila Electric Company, et al., 789 Phil.
30, 37 (2016), citations omitted.
49. Salandanan v. Spouses Mendez, 600 Phil. 229, 241.
50. Galicia, et al. v. Manliquez vda. de Mindo, et al., 549 Phil. 595, 605 (2007),
citations omitted.
51. Plasabas, et al. v. Court of Appeals, et al., 601 Phil. 669, 675-676 (2009).
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52. Cf. In the Matter of the Heirship (Intestate Estates) of the Late Hermogenes
Rodriguez, et al. v. Robles, 653 Phil. 396, 404-405 (2010), citations omitted.
53. General Credit Corporation v. Alsons Development and Investment
Corporation, et al., 542 Phil. 219, 232 (2007), citations omitted.
54. Kukan International Corporation v. Reyes, et al., 646 Phil. 210, 234 (2010),
citations omitted.
55. Reynoso, IV v. Court of Appeals, et al., 399 Phil. 38, 50 (2000).
68. Cf. Pacific Rehouse Corporation v. Court of Appeals, et al., 730 Phil. 325, 351
(2014), citations omitted.
69. 18 C.J.S. Corporations § 5 (1939).
70. Philippine National Bank, et al. v. Andrada Electric & Engineering Company,
430 Phil. 882, 895 (2002), citations omitted.
71. 706 Phil. 297, 310-312 (2013), citations omitted.
72. 326 Phil. 955, 965 (1996), citations omitted.
73. 414 Phil. 494, 504-505 (2001).
74. Zambrano, et al. v. Philippine Carpet Manufacturing Corporation, et al., G.R. No.
224099, June 21, 2017, citations omitted; Francisco, et al. v. Mejia, et al., 415
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Phil. 153, 170 (2001).
75. See San Juan Structural and Steel Fabricators, Inc. v. Court of Appeals, et al.,
357 Phil. 631, 648-649 (1998).
76. Laya v. Erin Homes, Inc., et al., 352 S.E.2d 93 (1986), cited in: Kinney Shoe
Corporation v. Polan, 939 F.2d 209 (1991).
77. 769 Phil. 279, 293 (2015).
78. The Edward J. Nell Company v. Pacific Farms, Inc. , 122 Phil. 825, 827 (1965),
citations omitted.
79. Supra note 77 at 293.
80. Pantranco Employees Association, et al. v. National Labor Relations
Commission, et al., 600 Phil. 645, 660 (2009).
81. See Heirs of Fe Tan Uy v. International Exchange Bank, 703 Phil. 477, 486
(2013).
82. Net realizable value is the estimated selling price in the ordinary course of
business less the estimated costs of completion and the estimated costs
necessary to make the sale (International Financial Reporting Standards No.
2.6).
83. Current assets are assets that a company expects to convert to cash or use up
within one year or its operating cycle, whichever is longer (Weygandt, et al.,
Accounting Principles , 10th Ed. [2012], p. 172).
84. Fair value is the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction in the principal (or most advantageous)
market at the measurement date under current market conditions (i.e., an
exit price) regardless of whether that price is directly observable or
estimated using another valuation technique (International Financial
Reporting Standards No. 19.24).
85. Non-current assets are those which are not likely to be converted into
unrestricted cash within a year of the balance sheet date (see:
https://www.accountingcoach.com/blog/what-is-a-noncurrent-asset [last
visited: May 28, 2018]).
86. Functional, Inc. v. Granfil, 676 Phil. 279, 287 (2011).
87. Republic v. Guerrero , 520 Phil. 296, 311 (2006).
88. McLeod v. National Labor Relations Commission, et al., 541 Phil. 214, 239
(2007).
89. 743 Phil. 192, 201-202 (2014).
90. Mendoza, et al. v. Spouses Gomez, 736 Phil. 460, 475 (2014).
91. Ramos v. C.O.L. Realty Corporation, 614 Phil. 169, 177 (2009).
92. Rollo (G.R. No. 222723), p. 441.
93. See Section 3 (c) of Republic Act No. 2629 (Investment Company Act).
(c) "Affiliated person" of another person means (1) any person directly or
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indirectly owning, controlling or holding with power to vote, ten per centum
or more of the outstanding voting securities of such other person; (2) any
person ten per centum or more of whose outstanding voting securities are
directly or indirectly owned, controlled, or held with power to vote, by such
other person; (3) any person directly or indirectly controlling, controlled by,
or under common control with, such other person; (4) any officer, director,
partner, copartner, or employee of such other person; and (5) if such other
person is an investment company, any investment adviser thereof or any
member of an advisory board thereof. (emphasis supplied)
94. South East International Rattan, Inc., et al. v. Coming, 729 Phil. 298, 306
(2014).
95. Alba v. Espinosa, et al., G.R. No. 227734, August 9, 2017, citations omitted.
96. Valeroso, et al. v. Skycable Corporation, 790 Phil. 93, 103 (2016).
97. Francisco v. National Labor Relations Commission, et al., 532 Phil. 399, 408-
409 (2006).
98. See Valencia v. Classique Vinyl Products Corporation, et al., G.R. No. 206390,
January 30, 2017, 816 SCRA 144, 156, citations omitted.
99. Rollo (G.R. No. 222723), p. 153.
100. Id. at 154-165.
101. Id. at 166-167.
102. Id. at 168.
103. Id. at 169.
4. Id.
5. Id.
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6. Id. at 5.
7. Id.
8. Id.
9. Id.
10. Id. at 8.
11. Id. at 10.
12. Id. at 11.
13. Id. at 30.
29. Philippine National Bank v. Andrada Electric & Engineering Co., 430 Phil. 882,
895 (2002) [Per J. Panganiban, Third Division].