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131673
26/9/80
31/10/80
12-1/4 USD420,831.45
USD
425,843.44
2. ACCORDING TO AIDC, O/S OF PESO LOAN IS 10,930,000.00, AND
THE HOLDOUT REQUIRED IS 120 PCT
COMPUTATION:
PESO 10,930,000.00
7.89 (EXCHANGE RATE)
1.20 (120 PCT)
----------------1,662,357.00
==========
3.
ACCORDINGLY,
THE
FUND
AVAILABLE
USD340,000.00. PLS REVERT.20
IS
APPROX.
MATURITY
MATURITY
USD
USD
On June 17, 1983, the respondent filed a complaint against the CLL,
Wilfrido Martinez, Lacson, Gonzales, and petitioner Ruben Martinez,
with the RTC of Kaloocan City for the collection of the principal
amount of US$340,000, with a plea for a writ of preliminary
attachment. Two alternative causes of action against the defendants
were alleged therein, viz:
FIRST ALTERNATIVE CAUSE OF ACTION
2.1 The allegations contained in the foregoing paragraphs are
repleaded herein by reference.
2.2 The remittance by plaintiff of the sum of US$340,000.00 as
previously explained in the foregoing paragraphs was made upon the
express instructions of defendants GONZALES and WILFRIDO C.
MARTINEZ acting for and in behalf of the defendant CINTAS,
defendants GONZALES and WILFRIDO C. MARTINEZ being the duly
authorized representatives of defendant CINTAS to transact any and all
of its business with plaintiff.
2.3 The remittance of US$340,000.00 was made under an agreement
for plaintiff to advance the said amount and for defendants
GONZALES, WILFRIDO C. MARTINEZ and CINTAS to repay plaintiff all
such monies so advanced to said defendants or to their order.
2.4 In making said remittance, plaintiff acted as the agent of the
foregoing defendants in meeting the latters liability to the recipient/s
of the amount so remitted.
2.5 The remittance of US$340,000.00 which remains unsettled to date
is a just, binding and lawful obligation of the defendants GONZALES,
WILFRIDO C. MARTINEZ and CINTAS.
5.3 Ordering defendants to be, jointly and severally, liable for the
amount of P100,000.00 as and for attorneys fees; and
Plaintiff further prays for such other relief as may be deemed just and
equitable in the premises.32
In his answer to the complaint, petitioner Ruben Martinez interposed
the following special and affirmative defenses:
BY WAY OF SPECIAL AND AFFIRMATIVE DEFENSES, answering
defendant respectfully states:
4.4 Ordering the foregoing defendants to be, jointly and severally, liable
to plaintiff for actual damages in an amount to be proved at the trial.
Or ON THE SECOND ALTERNATIVE CAUSE OF ACTION
5.1 Declaring that plaintiff made an erroneous payment in the amount
of US$340,000.00 to defendants LACSON, WILFRIDO C. MARTINEZ,
RUBEN MARTINEZ and CINTAS.
5.2 Declaring the foregoing defendants to be, jointly and severally,
liable to reimburse plaintiff the amount of US$340,000.00 with
interest thereon from February 20, 1982 until fully paid.
The trial court ruled that the CLL was a mere paper company with
nominee shareholders in Hongkong. It ruled that the principle of
piercing the veil of corporate entity was applicable in this case, and
held the defendants liable, jointly and severally, for the claim of the
respondent, on its finding that the defendants merely used the CLL as
their business conduit. The trial court declared that the majority
shareholder of Mar Tierra Corporation was the RJL, controlled by
petitioner Ruben Martinez and his brothers, Jose and Luis Martinez,
as majority shareholders thereof. Moreover, petitioner Ruben Martinez
was a joint account holder of MMP Nos. 063 and 084. The trial court,
likewise, found that the auditors of Mar Tierra Corporation and the
CLL confirmed that the defendants owed US$340,000. The trial court
concluded that the respondent had established its causes of action
against Wilfrido Martinez, Lacson, Gonzales, and petitioner Ruben
Martinez; hence, held all of them liable for the claim of the respondent.
The decision was appealed to the CA. On June 27, 1997, the CA
rendered its decision, the dispositive portion of which reads:
WHEREFORE, the decision of the Court a quo dated December [19],
1991 is hereby MODIFIED, by exonerating appellant Blamar Gonzales
from any liability to appellee and the complaint against him is
DISMISSED. The decision appealed from is AFFIRMED in all other
respect.
SO ORDERED.35
The appellate court exonerated Gonzales of any liability, reasoning that
he was not a stockholder of the CLL nor of Mar Tierra Corporation, but
was a mere employee of the latter corporation.36 Petitioner Ruben
Martinez sought a reconsideration of the decision of the CA, to no
avail.37
Dissatisfied with the decision and resolution of the appellate court, the
petitioner, filed the petition at bar, on the following grounds:
I
RESPONDENT COURT OF APPEALS ERRED IN FINDING THAT
HEREIN PETITIONER RUBEN MARTINEZ IS LIABLE TO RESPONDENT
BPI INTERNATIONAL FINANCE FOR REIMBURSEMENT OF THE
US$340,000.00
REMITTED
BY
SAID
RESPONDENT
BPI
INTERNATIONAL FINANCE TO FCD SA ACCOUNT NO. 18402-7 AT
THE PHILIPPINE BANKING CORPORATION, PORT AREA BRANCH.
II
RESPONDENT COURT OF APPEALS ERRED IN NOT GRANTING THE
COUNTER-CLAIM OF PETITIONER RUBEN MARTINEZ CONSIDERING
THE EVIDENCE ON RECORD THAT PROVES THE SAME.38
The paramount issue posed for resolution is whether or not the
petitioner is obliged to reimburse to the respondent the principal
amount of US$340,000.
The petitioner asserts that the trial and appellate courts erred when
they held him liable for the reimbursement of US$340,000 to the
respondent. He contends that he is not in actuality a stockholder of
Mar Tierra Corporation, nor a stockholder of the CLL. He was not
involved in any way in the operations of the said corporations. He
added that while he may have signed the signature cards of MMP Nos.
063 and 084 in blank, he never had any involvement in the
management and disposition of the said accounts, nor of any deposits
in or withdrawals from either or both accounts. He was not aware of
any transactions between the respondent, Wilfrido Martinez, and
Gonzales, with reference to the remittance of the US$340,000 to FCD
SA 18402-7; nor did he oblige himself to pay the said amount to the
respondent. According to the petitioner, there is no evidence that he
had benefited from any of the following: (a) the remittance by the
respondent of the US$340,000 to Account No. FCD SA 18402-7 owned
Defendant Cintas Largas Ltd. was established only for financing (t.s.n.,
12-19-88, pp. 25-26) and the active owners of Cintas are defendants
Miguel Lacson and Wilfrido C. Martinez (t.s.n., 12-19-88, p. 22). Mar
Tierra Corporation of which defendant Wilfrido Martinez is the
President and one of its owners and defendant Blamar Gonzales as the
Vice President, sells molasses to defendant Cintas Largas Ltd.
Defendant Miguel J. Lacson is a business partner in purchasing
molasses for Mar Tierra Corporation. Mar Tierra Corporation was
selling molasses to Cintas Largas Ltd. which were purchased by Miguel
Lacson and Wilfrido C. Martinez (t.s.n., 12-19-88, pp. 23-24). The
majority owner of Mar Tierra Corporation is RJL Martinez Fishing
Corporation which is owned by brothers Ruben Martinez, Jose
Martinez and Luis Martinez (t.s.n., 12-19-88, pp. 24-25; t.s.n., 6-2088, pp. 11-12). The FCD SA-18402-7 account at Philippine Banking
Corporation, Port Area Branch, where the US$340,000.00 was
remitted by the plaintiff is the account of Mar Tierra Corporation, and
with the interlapping connection of the defendants to each other, these
could be the reason why the funds of Cintas Largas Ltd. were being comingled and controlled by defendants more particularly defendants
Blamar Gonzales and Wilfrido C. Martinez (Exhs. D, E, F, G, H, I, J, L,
M, N, O, P, R, S, and T).
On the basis of the evidence, the Court finds and so holds that the
cause of action of the plaintiff against the defendants has been
established.39
We do not agree with the trial court and appellate court.
We note that the question of whether or not a corporation is merely an
alter ego is purely one of fact.40 So is the question of whether or not a
corporation is a paper company or a sham or subterfuge or whether
the respondent adduced the requisite quantum of evidence warranting
the piercing of the veil of corporate entity of the CLL.41 The Court is
not a trier of facts. Hence, the factual findings of the trial court, as
affirmed by the appellate court, are generally conclusive upon this
2. Such control must have been used by the defendant to commit fraud
or wrong, to perpetuate the violation of a statutory or other positive
legal duty, or dishonest and unjust act in contravention of plaintiffs
legal rights; and
Account Name:
Mr. Ruben Martinez and/or
Mr. Wilfrido C. Martinez
and/or Mr. Miguel J. Lacson Account Number: MMP-063
I.D. Card/Passport No.: _____________________________________________
required
to
withdraw
funds:
The respondent has no one but itself to blame for its failure to deduct
the US$340,000 from the foreign currency and deposit accounts and
money market placements of the CLL. The evidence on record shows
that the respondent was supposed to deduct the said amount from the
money market placements of the CLL in MMP Nos. 063 and 084, but
failed to do so. The respondent remitted the amount from its own
funds and, by its negligence, merely posted the amount in the account
of the CLL. Worse, the respondent allowed the CLL and Wilfrido
Martinez to withdraw the entirety of the deposits in the said accounts,
without first deducting the US$340,000. By the time the respondent
realized its mistakes, the funds in the said accounts had already been
withdrawn solely by the CLL and/or Wilfrido Martinez. This was the
testimony of Michael Sung, the witness for the respondent.
Q: Do you know whether this US$340,000 was really transferred to
Foreign Currency Deposit Account No. 18402-7 of the Philippine
Banking Corporation in Manila?
A: Yes.
Q: Pursuant to the procedure for fund transfer as contained in Exhs.
B, C, D and E, after having made such remittance of US$340,000.00,
what was plaintiff supposed to do, if any, in order to get
reimbursement for such transfer?
A: Plaintiff was supposed to deduct the US$340,000.00 remitted to the
foreign currency deposit account from the Cintas Largas funds or from
Money Market Placement Account Nos. 063 and 084 as well as the
Cintas Largas, Ltd. deposit account.
Q: Do you know if plaintiff was able to obtain reimbursement of the
US$340,000 remitted to the Philippine Banking Corporation in
Manila?
A: No, because instead of deducting the remittance of US$340,000
from the funds in the money market placement accounts and/or the
Cintas Largas Deposit Account, we posted the US$340,000 remittance
as an account receivable of Cintas Largas, Ltd. since at that time the
money market placement deposits have not yet matured. Subsequently,
we failed to charge the deposit and MMP accounts when they matured
and Cintas Largas, Ltd. and/or Wilfrido C. Martinez had already
withdrawn the bulk of the funds contained in Money Market Placement
Account No. 063 and the Cintas Largas, Ltd. Deposit Account thus, we
were unable to obtain reimbursement therefrom.64
It cannot even be argued that if the petitioner would not be adjudged
liable for the respondents claim, he would thereby be enriching
himself at the expense of the respondent. There is no evidence on
record that the petitioner withdrew a single centavo from or was
personally benefited by the funds in MMP Nos. 063 and 084. The
testimonial and documentary evidence of the respondent clearly shows
that the CLL and/or Wilfrido Martinez used and disposed of the said
funds without the knowledge, involvement, and consent of the
petitioner. Furthermore, the documentary evidence of the respondent
shows the following:
MMP 063
Statement of Accounts (Deposit)
Value Date
Funds In
Funds Out
Remarks
28/11/80
6,664.95
Interests earned
29/12/80
4,779.66
"
"
21/01/81
4,024.83
"
"
21/01/81
119,478.51
Purchase HK$632,041.33 @5.29
& transferred to its statement A/C
13/02/81
2,321.99
Interests earned
"
100,015.00
Transfer
to
Cintas
Largas
A/C
Receivable.
17/02/81
55.07
Interests earned
18/03/81
1,317.27
"
"
"
100,000.00
Purchase HK$525,000.00 @5.25 cheque
made payable to Grand Solid Enterprises Co., Ltd.
"
5,713.74
Transfer to A/C Receivable
(MMP-063)
_____________
US$443,975.85
============
_____________
US$443,975.85
============
65
MMP 084
Statement of Accounts (Deposit)
Value Date
Funds In
Funds Out
Remarks
28/11/80
16,374.36
Interests earned
01/12/80
488.16
"
"
04/12/80
1,089.06
"
"
"
US$250,000.00
Transfer to A/C of Cintas Largas
09/12/80
1,290.56
Interests earned
"
200,000.00
Transfer to Cintas Largas A/R.
18/12/80
1,545.42
Interests earned
"
200,000.00
T/T to Chase Manhattan NY for
Credit A/C Allied Capital F/O
Frank Chan B/O Grand Solid.
02/03/81
4,608.27
Interests earned
"
20,470.74
Transfer to A/C of Grand Solid
09/03/81
"
20/03/81
"
321.91
Interests earned
60,000.00
Transfer to A/C of Trinisia Ltd.
213.40
Interests earned
45,286.26
T/T to Nitto Trading & Josho
Ind. Co., Ltd., Japan.
"
2,028.02
Transfer to A/C Receivable
(MMP-084)
"
30.00 Cable Charges
_____________
US$777,815.02
============
_____________
US$777,815.02
============
66
CINTAS LARGAS
Statement of Accounts (Deposit)
Value Date
Funds In
Funds Out
Remarks
31/10/80
5,011.99
Interests earned
17/11/80
8,067.70
"
"
"
350,000.00
Transfer to A/C of Grand Solid
09/11/80
3,062.23
Interests earned
"
350,000.00
Purchase
HK$1,789,200.00
@5.112,
Cheque made payable to Grand Solid.
26/11/80
3,264.34
Interests earned
"
300,000.00
Purchase
HK$1,535,100.00
@5.117,
Cheque made payable to Grand Solid
21/01/81
1,299.80
Interests earned
"
81,415.00
Remittance from C. Itoh & Co., NY
02/03/81
2,445.49
Interests earned
"
129,529.26
Transfer to Grand Solids A/C Receivable
02/04/81
143,000.00
Transfer from CLs Statement A/C
10/04/81
456.81
Interests earned
"
50,000.00
Purchase
HK$267,150.00
@5.343,
Cheque made payable to Grand Solid.
13/04/81
US$ 40.89
Interests earned
21/04/81
311.66
"
"
"
US$ 50,000.00
Purchase HK$268,850.00 @5.377,
cheque made payable to Grand Solid.
28/04/81
132.04
Interests earned
"
40,000.00
Purchase
HK$214,480.00
@5.362,
cheque made payable to Grand Solid.
"
52,692.00
Remittance from Dai Ichi Kangyo Bank
NY. REF. KOMEIMARU
19/05/81
178,465.18
Transfer from CLs A/C Receivable
22/05/81
46,472.00
Remittance from C. Itoh & Co., NY
Re. Pacific Geory.
26/05/81
28.40
Interests earned
04/06/81
1,242.80
"
"
"
50,000.00
Purchase
HK$275,750.00
@5.515,
Cheque made payable to Grand Solid
11/06/81
2,252.36
Interests earned
"
66,400.00
T/T to Security Pacific Natl Bank LA for
A/C of Twentieth Century Fox Intl Corp.
"
15.00
Cable Charge
"
31.65
Purchase HK$175.00 @5.53 for payment of
Business Registration Fee.
25/06/81
1,192.24
Interests earned
"
60,000.00
Purchase
HK$331,500.00
@5.525,
cheque made payable to Grand Solid.
"
22,656.88
T/T to Daiwa Bank, Los Angeles for A/C
of OAC Equipment Corp.
"
45,800.00
T/T to Josho Ind. Co. Ltd., Japan
"
15.00 Cable Charge
03/07/81
165.47
Interests earned
"
11,870.00
T/T to Bank of Tokyo, Kobe Branch for
A/C of Furuno Electric Co. Ref.: Mar Tierra Takashiro Maru, Eatelite
Nav. and Radar.
"
15.00 Cable Charge
06/07/81
17.60
Interests earned
07/07/81
14.83
"
"
"
16,000.00
T/T to Dai Ichi Kangyo Bank, Shimizu
Branch for A/C of Takashiro Maru.
"
15.00 Cable Charge
15/09/81
US$ 482.29
Interests earned
"
US$ 1,250.00 Reimbursement of expenses paid to Price
Waterhouse & Co.
17/09/81
11.91
Interests earned
"
237.43 Purchase HK$1,421.50 for cheque payment to
Price Waterhouse & Co.
08/01/82
70,360.00
Remittance from C. Itoh & Co., NY
19/01/82
268.74
Interests earned
"
3,064.81
Transfer to CLs Margin A/C
"
50,000.00
Purchase HK$295,100.00, cheque made
payable to Grand Solid.
"
5,952.38
Transfer to A/C of Trinisia Ltd.
TOTAL :
_____________
US$1,756,387.32
______________
US$1,732,103.25
24,284.07
Outstanding deposits
______________
US$1,756,387.32
==============
______________
US$1,756,387.32
==============
67
Clearly from the foregoing, the withdrawals from the deposit and
foreign currency accounts and MMP Nos. 063 and 084 of the CLL,
after the respondent remitted the US$340,000, were for the account of
the CLL and/or Wilfrido Martinez, and not of the petitioner.
IN LIGHT OF ALL THE FOREGOING, the petition is GRANTED. The
Decision of the Court of Appeals is REVERSED AND SET ASIDE. The
complaint of the respondent against the petitioner in Civil Case No. C10811 is DISMISSED. No costs.
SO ORDERED.
Puno, Austria-Martinez**, Tinga, and Chico-Nazario***, JJ., concur.