JACINTO VS CA CASE DIGEST
ROBERTO A. JACINTO, petitioner,
vs.
HONORABLE COURT OF APPEALS and METROPOLITAN BANK AND TRUST COMPANY, respondents.
CORPORATION LAW; DUE PROCESS;
FACTS:
- This is an appeal by certiorari to partially set aside the Decision of the CA which affirmed the decision of RTC in the case entitled "Metropolitan Bank and Trust Co. vs. Inland Industries Inc. and Roberto Jacinto,"
- Defendant Jacinto, tried to escape liability and shift the entire blame under the trust receipts solely and exclusively on defendant-appellant corporation. He asserted that he cannot be held solidarily liable with the latter (defendant corporation) because he just signed said instruments in his official capacity as president of Inland Industries, Inc. and the latter (defendant corporation) has a juridical personality distinct and separate from its officers and stockholders.
- Plaintiff-appellee reiterated its allegation in the complaint that defendant corporation is just a mere alter ego of defendant Roberto Jacinto who is its President and General Manager, while the wife of the latter owns a majority of its shares of stock.
Whether or not the CA can validly pierce the fiction of corporate identity of the defendant corporation Inland Industries, Inc. even if there is no allegation in the complaint regarding the same, nor is there anything in the prayer demanding the piercing of the corporate veil of the corporation Inland Industries, Inc.
HELD:
- YES. It was held that the piercing doctrine may be applied by the courts even when the complaint does not seek its enforcement, so long as evidence is adduced during trial as the basis for its application can be had. In other words, there must be evidential basis for application of the piercing doctrine during the trial on the merits.
Roberto Jacinto admitted that he and his wife own 52% of the stocks of defendant corporation. We cannot accept as true the assertion of defendant Jacinto that he only acted in his official capacity as President and General Manager of Inland Industries, Inc. when he signed the aforesaid trust receipts.The stipulation of facts show that appellant Roberto Jacinto acted in his capacity as President/General Manager of defendant corporation and that "all the goods covered by the three (3) Letters of Credit and paid for under the Bills of Exchange were delivered to and received by defendant Inland Industries, Inc. through its co-defendant Roberto A. Jacinto, its President and General Manager, who signed for and in behalf of defendant Inland and agreed to the terms and conditions of three (3) separate trust receipts covering the same.
It is just a clever ruse and a convenient ploy to thwart his personal liability therefor by taking refuge under the protective mantle of the separate corporate personality of defendant corporation.
While on the face of the complaint there is no specific allegation that the corporation is a mere alter ego of petitioner, subsequent developments, from the stipulation of facts up to the presentation of evidence and the examination of witnesses, unequivocally show that respondent Metropolitan Bank and Trust Company sought to prove that petitioner and the corporation are one or that he is the corporation.
When evidence is presented by one party, with the express or implied consent of the adverse party, as to issues not alleged in the pleadings, judgment may be rendered validly as regards those issues, which shall be considered as if they have been raised in the pleadings. There is implied consent to the evidence thus presented when the adverse party fails to object thereto.