LUXURIA HOMES, INC., and/or AIDA M. POSADAS vs. HONORABLE COURT OF APPEALS, JAMES BUILDER CONSTRUCTION and/or JAIME T. BRAVO
G.R. No. 125986 January 28, 1999
Facts:
1. Posadas entered into negotiations with Bravo regarding the development of the 1.6 hectare property which was occupied by squatters, into a residential subdivision.
2. Some seven months later, Posadas, through a Deed of Assignment, assigned the said property to Luxuria Homes, Inc., purportedly for organizational and tax avoidance purposes.
3. Respondent Bravo signed as one of the witnesses to the execution of the Deed of Assignment and the Articles of Incorporation of Luxuria Homes, Inc.
4. The relationship of Posadas and Bravo turned sour when the former supposedly could not accept the management contracts to develop the property into a residential subdivision, the latter was proposing.
5. In retaliation, Bravo demanded payment for services rendered in connection with the development of the land.
6. Posadas refused to pay the amount demanded.
7. Thus James Builder Construction and Bravo instituted a complaint for specific performance against Posadas and Luxuria Homes, Inc.
Issue:
Can petitioner Luxuria Homes, Inc., be held liable?
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Ruling:
Private respondents contend that petitioner Posadas surreptitiously formed Luxuria Homes, Inc., and transferred the subject parcel of land to it to evade payment and defraud creditors, including private respondents.
The Deed of Assignment and the Articles of Incorporation of Luxuria Homes, Inc., were both signed by respondent Bravo himself as witness. It cannot be said then that the incorporation of petitioner Luxuria Homes and the eventual transfer of the subject property to it were in fraud of private respondents as such were done with the full knowledge of respondent Bravo himself.
Besides petitioner Posadas is not the majority stockholder of petitioner Luxuria Homes, Inc. The Articles of Incorporation of petitioner Luxuria Homes, Inc., clearly show that petitioner Posadas owns approximately 33% only of the capital stock. Hence petitioner Posadas cannot be considered as an alter ego of petitioner Luxuria Homes, Inc. To disregard the separate juridical personality of a corporation, the wrongdoing must be clearly and convincingly established. It cannot be presumed.
Since private respondents failed to show that petitioner Luxuria Homes, Inc., was a party to any of the supposed transactions, not even to the agreement to negotiate with and relocate the squatters, it cannot be held liable, nay jointly and in solidum, to pay private respondents. In this case since it was petitioner Aida M. Posadas who contracted respondent Bravo to render the subject services, only she is liable to pay the amounts adjudged herein.
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