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HEIRS OF FE TAN UY v. INTERNATIONAL EXCHANGE BANK

This case has been cited 5 times or more.

2015-09-02
PERALTA, J.
Neither petitioner nor Liezel's Garments, Inc. presented proof that Bautista is a director, officer or employee of Liezel's Garments, Inc. Although Bautista acted as such, it is a basic rule that a corporation is a juridical entity which is vested with a legal personality separate and distinct from those acting for and in its behalf and from the people comprising it, who, in general, are not personally liable for obligations incurred by the corporation unless the veil of corporate fiction is pierced to justify that it is used as a means to perpetrate fraud or an illegal act, or as a vehicle for the evasion of an existing obligation, the circumvention of statutes, or to confuse legitimate issues.[65]
2014-10-01
LEONEN, J.
Piercing the corporate veil is warranted when "[the separate personality of a corporation] is used as a means to perpetrate fraud or an illegal act, or as a vehicle for the evasion of an existing obligation, the circumvention of statutes, or to confuse legitimate issues."[85] It is also warranted in alter ego cases "where a corporation is merely a farce since it is a mere alter ego or business conduit of a person, or where the corporation is so organized and controlled and its affairs are so conducted as to make it merely an instrumentality, agency, conduit or adjunct of another corporation."[86]
2014-10-01
LEONEN, J.
a) "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";[87] b) "When a director, trustee or officer has contractually agreed or stipulated to hold himself personally and solidarity liable with the corporation";[88] and c) "When a director, trustee or officer is made, by specific provision of law, personally liable for his corporate action."[89]
2014-06-25
LEONEN, J.
In Heirs of Fe Tan Uy v. International Exchange Bank,[52] we stated that: Basic is the rule in corporation law that a corporation is a juridical entity which is vested with a legal personality separate and distinct from those acting for and in its behalf and, in general, from the people comprising it. Following this principle, obligations incurred by the corporation, acting through its directors, officers and employees, are its sole liabilities. A director, officer or employee of a corporation is generally not held personally liable for obligations incurred by the corporation. Nevertheless, this legal fiction may be disregarded if it is used as a means to perpetrate fraud or an illegal act, or as a vehicle for the evasion of an existing obligation, the circumvention of statutes, or to confuse legitimate issues.
2013-11-27
BRION, J.
The rule is settled that a corporation is vested by law with a personality separate and distinct from the persons composing it. Following this principle, a stockholder, generally, is not answerable for the acts or liabilities of the corporation, and vice versa. The obligations incurred by the corporate officers, or other persons acting as corporate agents, are the direct accountabilities of the corporation they represent, and not theirs. A director, officer or employee of a corporation is generally not held personally liable for obligations incurred by the corporation[9] and while there may be instances where solidary liabilities may arise, these circumstances are exceptional.[10]