Luxuria Homes vs CA

G.R. No. 125986 January 28, 1999

Facs!
Petitioner Posadas entered into negotiations with private respondent Jaime T. Bravo regarding the development of a property in
Sucat, Muntinlupa into a residential subdivision. After months, through a !eed of Assignment, assigned the said property to
petitioner "u#uria $omes, %nc., purportedly for organi&ational and ta# avoidance purposes. 'espondent Bravo signed as one of the
witnesses to the e#ecution of the !eed of Assignment and the Articles of %ncorporation of petitioner "u#uria $omes, %nc.
Bravo could not accept the management contracts to develop the (.) hectare property into a residential subdivision and he
demanded for the payment of services rendered in connection with the development of the land. Petitioner Posadas refused to pay
the amount demanded. $e also sought recovery against the corporation "u#uria $omes %nc *ust formed.
"ssue!
+an petitioner "u#uria $omes, %nc., be held liable to private respondents for the transactions supposedly entered into between
petitioner Posadas and private respondents,
Ru#in$!
-o. %t cannot be said then that the incorporation of petitioner "u#uria $omes and the eventual transfer of the sub*ect property to it
were in fraud of private respondents as such were done with the full .nowledge of respondent Bravo himself.
Besides petitioner Posadas is not the ma*ority stoc.holder of petitioner "u#uria $omes, %nc., as erroneously stated by the lower
court. The Articles of %ncorporation of petitioner "u#uria $omes, %nc., clearly show that petitioner Posadas owns appro#imately //0
only of the capital stoc.. $ence petitioner Posadas cannot be considered as an alter ego of petitioner "u#uria $omes, %nc. To
disregard the separate *uridical personality of a corporation, the wrongdoing must be clearly and convincingly established. %t cannot
be presumed.
1bviously in the instant case, private respondents failed to show proof that petitioner Posadas acted in bad faith. +onse2uently
since private respondents failed to show that petitioner "u#uria $omes, %nc., was a party to any of the supposed transactions, not
even to the agreement to negotiate with and relocate the s2uatters, it cannot be held liable, nay *ointly and in solidum, to pay private
respondents. %n this case since it was petitioner Aida M. Posadas who contracted respondent Bravo to render the sub*ect services,
only she is liable to pay the amounts ad*udged herein.