G.R. No. 142616 July 31, 2001
Lessons Applicable: Dealings with Corp. and Stockholders (Corporate Law)
FACTS:
- May 29, 1996: PNB International Finance Ltd. (PNB-IFL) a subsidiary company of PNB, organized and doing business in Hong Kong, extended a letter of credit in favor of the Ritratto Group, Inc. (Ritartto) in the amount of US$300K secured by real estate mortgages constituted over 4 parcels of land in Makati City
- September 1996: increased successively to US$1,140,000.00
- November 1996: to US$1,290,000.00
- February 1997: US$1,425,000.00
- April 1998: decreased to US$1,421,316.18
- Ritratto Group, Inc. made repayments of the loan incurred by remitting those amounts to their loan account with PNB-IFL in Hong Kong.
- April 30, 1998: outstanding amounted to US$1,497,274.70
- PNB-IFL, through its attorney-in-fact PNB, notified them of the foreclosure of all the real estate mortgages and that the properties subjected
- May 25, 1999: Ritratto Group, Inc filed a complaint for injunction with prayer for the issuance of a writ of preliminary injunction and/or temporary restraining order before the RTC. -granted 72-hour TRO
- RTC and CA: dismissed motion to dismiss
- PNB-IFL, is a wholly owned subsidiary of defendant Philippine National Bank, the suit against the defendant PNB is a suit against PNB-IFL
- Rittratto: entire credit facility is void as it contains stipulations in violation of the principle of mutuality of contracts
ISSUE: W/N PNB is an alter ego of PNB-IFL
HELD: NO. Petition is granted
- PNB is an agent with limited authority and specific duties under a special power of attorney incorporated in the real estate mortgage.
- not privy to the loan contracts entered into by PNB-IFL.
- mere fact that a corporation owns all of the stocks of another corporation, taken alone is not sufficient to justify their being treated as one entity.
- If used to perform legitimate functions, a subsidiary's separate existence may be respected, and the liability of the parent corporation as well as the subsidiary will be confined to those arising in their respective business.
- general rule the stock ownership alone by one corporation of the stock of another does not thereby render the dominant corporation liable for the torts of the subsidiary unless the separate corporate existence of the subsidiary is a mere sham, or unless the control of the subsidiary is such that it is but an instrumentality or adjunct of the dominant corporation.
- The Circumstance rendering the subsidiary an instrumentality (common circumstances)
(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.