5 Velarde V Lopez
5 Velarde V Lopez
DECISION
CARPIO MORALES , J : p
This petition for review on certiorari under Rule 45 of the Rules of Court, which seeks
to review the decision 1 and resolution 2 of the Court of Appeals, raises the issue of
whether the defendant in a complaint for collection of sum of money can raise a
counterclaim for retirement bene ts, unpaid salaries and incentives, and other bene ts
arising from services rendered by him in a subsidiary of the plaintiff corporation.
On January 6, 1997, Eugenio Lopez Jr., then President of respondent Lopez, Inc., as
LENDER, and petitioner Mel Velarde, then General Manager of Sky Vision Corporation (Sky
Vision), a subsidiary of respondent, as BORROWER, forged a notarized loan agreement
covering the amount of ten million (P10,000,000.00) pesos. The agreement expressly
provided for, among other things, the manner of payment and the circumstances
constituting default which would give the lender the right to declare the loan together with
accrued interest immediately due and payable. 3
Sec. 6 of the agreement detailed what constituted an "event of default" as follows:
Section 6
Respondent filed a manifestation and a motion to dismiss the counterclaim for want
of jurisdiction, which drew petitioner to assert in his comment and opposition thereto that
the veil of corporate ction must be pierced to hold respondent liable for his
counterclaims.
By Order of January 3, 2000, Branch 155 of the RTC of Pasig denied respondent's
motion to dismiss the counterclaim on the following premises: A counterclaim being
essentially a complaint, the principle that a motion to dismiss hypothetically admits the
allegations of the complaint is applicable; the counterclaim is compulsory, hence, within its
jurisdiction; and there is identity of interest between respondent and Sky Vision to merit
the piercing of the veil of corporate fiction. 1 2
Respondent's motion for reconsideration of the trial court's Order of January 3,
2000 having been denied, it filed a Petition for Certiorari at the Court of Appeals which held
that respondent is not the real party-in-interest on the counterclaim and that there was
failure to show the presence of any of the circumstances to justify the application of the
principle of "piercing the veil of corporate ction." The Orders of the trial court were thus
set aside and the counterclaims of petitioner were accordingly dismissed. 1 3
The Court of Appeals having denied petitioner's motion for reconsideration, the
instant Petition for Review was filed which assigns the following errors:
I.
THE COURT OF APPEALS GRAVELY ERRED IN RULING THAT THE RTC BRANCH
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155 ALLEGEDLY ACTED WITH GRAVE ABUSE OF DISCRETION IN ISSUING THE
ORDERS DATED JANUARY 3, 2000 AND OCTOBER 9, 2000 CONSIDERING THAT
THE GROUNDS RAISED BY RESPONDENT LOPEZ, INC. IN ITS PETITION FOR
CERTIORARI INVOLVED MERE ERRORS OF JUDGMENT AND NOT ERRORS OF
JURISDICTION.
II.
III.
29. It was only on July 15, 1998 that Lopez, Inc. submitted a
computation of the retirement bene t due to the Defendant. (Copy attached as
ANNEX 4). Immediately after receiving this computation, Defendant immediately
informed Plaintiff of the erroneous gure used as salary in the computation of
bene ts. This was done in a telephone conversation with a certain Atty. Amina
Amado of Lopez, Inc.
It bears emphasis that Sky Vision's involvement in the transaction subject of the
case sprang only after a proposal was apparently proffered by petitioner that his
retirement bene ts from Sky Vision be used in partial payment of his loan from
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respondent as gathered from the July 15, 1998 letter 3 0 of Rommel Duran, Vice-President
and General Manager of respondent, to petitioner reading:
Dear Mr. Velarde:
As for the trial court's ruling that the agreement to set-off is an amendment of the
loan agreement resulting to an identity of interest between respondent and Sky Vision and,
therefore, su cient to pierce the veil of corporate ction, it is untenable. The abovequoted
letter is clear that, to effect a set-off, it is a condition sine qua non that the approval thereof
by "Sky/Central" must be obtained, and that petitioner liquidate his advances from Sky
Vision. These conditions hardly manifest that respondent possessed that degree of
control over Sky Vision as to make the latter its mere instrumentality, agency or adjunct.
WHEREFORE, the instant petition for review on certiorari is hereby DENIED.
SO ORDERED.
Vitug, Sandoval-Gutierrez and Corona, JJ ., concur.
Footnotes
1. CA-G.R. SP No. 61706, dated December 21, 2001.
2. CA-G.R. SP No. 61706, dated May 13, 2002.