Luxuria Homes v. CA

LUXURIA HOMES, INC., and/or AIDA M. POSADAS, petitioners,
vs.
HONORABLE COURT OF APPEALS, JAMES BUILDER CONSTRUCTION and/or JAIME T. BRAVO, respondents.

G.R. No. 125986
28 January 1999

Facts:

Aida M. Posadas and her two (2) minor children co-owned a 1.6 hectare property in Sucat, Muntinlupa, which was occupied by squatters. Posadas entered into negotiations with Jaime T. Bravo regarding the development of the said property into a residential subdivision. On 3 May 1989, she authorized Bravo to negotiate with the squatters to leave the said property. With a written authorization, Bravo buckled down to work and started negotiations with the squatters.

Meanwhile, some 7 months later, on 11 December 1989, Posadas and her children, through a Deed of Assignment, assigned the said property to Luxuria Homes, Inc., purportedly for organizational and tax avoidance purposes. Bravo signed as one of the witnesses to the execution of the Deed of Assignment and the Articles of Incorporation of Luxuria Homes, Inc.

Then sometime in 1992, the harmonious and congenial relationship of Posadas and Bravo turned sour when the former supposedly could not accept the management contracts to develop the 1.6 hectare property into a residential subdivision, the latter was proposing. In retaliation, Bravo demanded payment for services rendered in connection with the development of the land. In his statement of account dated 21 August 1991, Bravo demanded the payment of P1,708,489.00 for various services rendered, i.e., relocation of squatters, preparation of the architectural design and site development plan, survey and fencing.

Posadas refused to pay the amount demanded.

Thus, in September 1992, James Builder Construction and Jaime T. Bravo instituted a complaint for specific performance before the trial court against Posadas and Luxuria Homes, Inc. On 27 September 1993, the trial court declared Posadas in default and allowed James Builder Construction and Bravo to present their evidence ex-parte.

On 8 March 1994, it ordered Posadas, jointly and in solidum with Luxuria Homes, Inc., to pay Bravo, et. al. the balance of the payment for the various services performed by them in the total amount of P1,708,489.00; actual damages incurred for the construction of the warehouse/bunks, and for the material used in the total sum of P1,500.000.00; moral and exemplary damages of P500.000.00; Attorney’s fee of P50,000.00; and cost of this proceedings.

The court also directed Posadas as the Representative of the Corporation Luxuria Homes, Incorporated, to execute the management contract she committed to do, also in consideration of the various undertakings that Bravo rendered for her.

Luxuria Homes and Posadas appealed to the Court of Appeals. The appellate court affirmed with modification the decision of the trial court. The appellate court deleted the award of moral damages on the ground that James Builder Construction is a corporation and hence could not experience physical suffering and mental anguish. It also reduced the award of exemplary damages. Luxuria Homes’ and Posadas’ motion for reconsideration, prompting them to file the petition for review before the Supreme Court.

Issue:

Whether Luxuria Homes, Inc., was a party to the transactions entered into by Posadas with Bravo and James Builder Construction and thus could be held jointly and severally with Posadas.

Held:

No. It cannot be said then that the incorporation of Luxuria Homes and the eventual transfer of the subject property to it were in fraud of Bravo and James Builder Construction as such were done with the full knowledge of Bravo himself, as evidenced by the Deed of Assignment dated 11 December 1989 and the Articles of Incorporation of Luxuria Homes, Inc., issued 26 January 1990 were both signed by Bravo himself as witness.

Further, Posadas is not the majority stockholder of Luxuria Homes, Inc. The Articles of Incorporation of Luxuria Homes, Inc., clearly show that Posadas owns approximately 33% only of the capital stock. Hence, Posadas cannot be considered as an alter ego of Luxuria Homes, Inc. To disregard the separate juridical personality of a corporation, the wrongdoing must be clearly and convincingly established. It cannot be presumed. Bravo, et. al. failed to show proof that Posadas acted in bad faith, and consequently that Luxuria Homes, Inc., was a party to any of the supposed transactions, not even to the agreement to negotiate with and relocate the squatters, it cannot be held liable, nay jointly and in solidum, to pay Bravo, et. al.

Hence, since it was Posadas who contracted Bravo to render the subject services, only she is liable to pay the amounts adjudged by the Court.