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EDSA SHANGRI-LA HOTEL v. BF CORPORATION

This case has been cited 1 times or more.

2009-12-07
CARPIO, J.
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. Thus, obligations incurred by corporate officers, acting as corporate agents, are direct accountabilities of the corporation they represent.[43] In Uy v. Villanueva,[44] the Court explained: 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, but only under the following exceptional circumstances: