Francisco Motors V Ca G.R. No. 100812. June 25, 1999 Facts

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18.

FRANCISCO MOTORS v CA
G.R. No. 100812. June 25, 1999

Facts:
Gregorio Manuel was employed as assistant legal officer of petitioner corporation, and
that his services were solicited by the incorporators, directors and members to handle
and represent them in the Intestate Estate of their deceased mother. These estate
proceedings did not involve any business of petitioner. He sought to collect legal fees not
just from certain Francisco family members but also from petitioner corporation on the
claims that its management had requested his services and he acceded thereto as an
employee of petitioner from whom it could be deduced he was also receiving a salary.

Issue:
Is the doctrine of piercing the veil of corporate fiction applicable in this case?

Held:
No. Considering the nature of the legal services involved, whatever obligation said
incorporators, directors and officers of the corporation had incurred, it was incurred in
their personal capacity. When directors and officers of a corporation are unable to
compensate a party for a personal obligation, it is far-fetched to allege that the corporation
is perpetuating fraud or promoting injustice, and be thereby held liable therefor by piercing
its corporate veil. While there are no hard and fast rules on disregarding separate
corporate identity, we must always be mindful of its function and purpose. A court should
be careful in assessing the milieu where the doctrine of piercing the corporate veil may
be applied. Otherwise an injustice, although unintended, may result from its erroneous
application.

The personality of the corporation and those of its incorporators, directors and officers in
their personal capacities ought to be kept separate in this case. The claim for legal fees
against the concerned individual incorporators, officers and directors could not be
properly directed against the corporation without violating basic principles governing
corporations.

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