2 SHRIMP SPECIALISTS, INC.

v FUJI TRIUMPH AGRI-INDUSTRIAL CORPORATION corporation; or

GR 168756 | 7 December 2009 | J. Carpio o When a director, trustee or officer is made, by specific provision of
Separate Personality / Piercing the Veil law, personally liable for his corporate action.
 In this case, none of these exceptional circumstances is present.
A corporation is vested by law with a personality separate and distinct from
the people comprising it. Ownership by a single or small group of stockholders
of nearly all of the capital stock of the corporation is not by itself a sufficient
ground to disregard the separate corporate personality.

1. SSI and Fuji entered into a Distributorship Agreement, under which Fuji
agreed to supply prawn feeds to SSI.
2. As payment, SSI issued postdated checks to SSI but thereafter issued a
stop payment order because it discovered that earlier deliveries were
contaminated with aflatoxin.
3. Fuji’s Vice President and SSI’s Finance Officer met and agreed that SSI
would issue another set of checks to cover the ones earlier issued and that
Fuji would replace the feeds.
4. Upon presentment of the replacement checks, however, they were again
dishonored due to another stop payment order issued by SSI.
5. SSI contends that it was constrained to issue such order for failure of Fuji to
replace the defective feeds.
6. Criminal charges (BP 22) were filed against the SSI officers who signed the
checks.
7. RTC found the officers solidarily liable; CA modified, absolving SSI’s
President from liability

WON the President of SSI may be held solidarily liable in this case- NO

 A corporation is vested by law with a personality separate and distinct

from the people comprising it. Ownership by a single or small group of
stockholders of nearly all of the capital stock of the corporation is not by
itself a sufficient ground to disregard the separate corporate personality.
 The general rule is that obligations incurred by the corporation, acting
through its directors, officers, and employees, are its sole liabilities.
However, solidary liability may be incurred under the following
exceptional circumstances:
o When directors and trustees or, in appropriate cases, the officers
of a corporation: a) vote for or assent to patently unlawful acts of
the corporation, b) act in bad faith or with gross negligence in
directing the corporate affairs, or c) are guilty of conflict of
interest to the prejudice of the corporation, its stockholders or
members, and other persons;
o When a director or officer has consented to the issuance of
watered stocks or who, having knowledge thereof, did not
forthwith file with the corporate secretary his written objection
thereto;
o When a director, trustee or officer has contractually agreed or
stipulated to hold himself personally and solidarily liable with the