Benny Hung

v.
Bpi Finance Corporation
G.R. No. 182398
July 20, 2010

Facts:
Guess Footwear or B& R Footware Distributors entered into two merchant agreements,
wherey Guess Footwear agreed to honor validly issued BPI Express Credit Cards presented by
cardholders in the purchase of its goods and services. In the first agreement, Benny Hung
signed as the owner and manager of B & R Footware Distributors, while in the second
agreement he signed as the president of B&R Sportswear Enterprises. For certain years, BPI
mistakenly credited money to the account of B& R Footware Distributors, and asked Benny
Hung to return the said amounts. When Benny Hung was informed of such credit, he
transferred a sum of money from the bank account of B&R Sportwear Enterprises to BPI’s
account as partial payment, but failed to pay the remaining balance. BPI then filed a collection
suit naming as defendant B & R Sportswear Distributor, Inc., but it was B & R Footwear
Distributors, Inc. that filed an answer, appeared and participated in the trial. BPI then moved to
pierce the corporate personality of B & R Footwear Distributors to hold Hung liable which the
RTC granted since he signed the agreements in his personal capacity.

Issue: Whether or not Benny Hung can be held personally liable of the balance against B & R
Sportswear Distributor, Inc.

Ruling: Yes.

When the corporation (BR Sportswear, Inc.) which the plaintiff erroneously impleaded in
a collection case was not the party to the actionable agreement and turned out to be not
registered with the Securities and Exchange Commission, the judgment may still be enforced
against the corporation (BR Footwear, Inc.) which filed the answer and participated in the
proceedings, as well as its controlling shareholder who signed the actionable agreement in his
personal capacity and as a single proprietorship doing business under the trade name and style
of BB Sportswear Enterprises. In this case, petitioner has represented in his dealings with
respondent that Guess Footwear or B & R Footwear Distributors, Inc. is also B & R Sportswear
Enterprises. Petitioner is the proper defendant because his sole proprietorship B & R
Sportswear Enterprises has no juridical personality apart from him. The correction, which is
allowed under the Rules of Court, only confirms the voluntary correction already made by B & R
Footwear Distributors, Inc. or Guess Footwear which is also B & R Sportswear Enterprises. The
correction on the name of the defendant has rendered moot any further discussion on the
doctrine of piercing the veil of corporate fiction.