FIRST DIVISION
[G.R. No. 182808. September 21, 2015.]
GENERAL CREDIT CORPORATION (now PENTACAPITAL FINANCE CORPORATION), petitioner, vs. ALSONS DEVELOPMENT AND INVESTMENT CORPORATION AND CCC EQUITY CORPORATION, respondents.
NOTICE
Sirs/Mesdames :
Please take notice that the Court, First Division, issued a Resolution dated September 21, 2015 which reads as follows:
"G.R. No. 182808 — GENERAL CREDIT CORPORATION (now PENTACAPITAL FINANCE CORPORATION), Petitioner, v. ALSONS DEVELOPMENT AND INVESTMENT CORPORATION AND CCC EQUITY CORPORATION, Respondents.
By a pleading self-styled as Petition [under Article VIII, Section 4 (3) of the Constitution, the petitioner prays that the Court resolves the issue of whether or not the doctrine of piercing the veil of corporate fiction in alter ego cases should be upheld or modified in light of the ruling of the Court (First Division) in G.R. No. 154975 holding it jointly and severally liable with respondent CCC Equity Corporation (CCC Equity) to pay respondent Alsons Development and Investment Corporation (Alsons) the money judgment adjudicated in favor of Alsons under the final and executory decision rendered on November 8, 1990 by the trial court. 1 Article VIII, Section 4 (3) of the Constitution prescribes that no doctrine or principle of law laid down by the Court in a decision rendered en banc or in division may be modified or reversed except by the court sitting en banc.
The antecedents follow.
Shortly after its incorporation in 1957, the petitioner established Commercial Credit Corporation (CCC) franchise companies in different urban centers of the country. It organized CCC Equity to take over the operations and management of the various CCC franchise companies. Meanwhile, Alsons, as well as Conrado, Nicasio, Editha and Ladislawa, all surnamed Alcantara, and Alfredo de Borja (collectively, the Alcantara Family) each owned shares in the CCC franchise companies (e.g., CCC Davao and CCC Cebu). 2 In December 1980, Alsons and the Alcantara Family sold their shares in the CCC franchise companies to CCC Equity for P2,000,000.00. On January 2, 1981, CCC Equity issued to Alsons and the Alcantara Family a "bearer" promissory note for P2,000,000.00 with a one-year maturity date at 18% per annum, with provision for damages and litigation costs in case of default. The Alcantara Family later assigned to Alsons their rights and interests through the bearer note executed. 3 After failing to collect on the bearer note, Alsons sued the petitioner and CCC Equity in the Regional Trial Court in Makati (RTC). The petitioner was impleaded as a party-defendant under the doctrine of piercing the veil of corporate fiction considering that CCC Equity was organized as a tool and mere conduit of the petitioner. 4
On November 8, 1990, the RTC, finding CCC Equity to be the mere instrumentality or adjunct of the petitioner, rendered judgment declaring CCC Equity and the petitioner liable to jointly and severally pay to Alsons, disposing:
WHEREFORE, the foregoing premises considered, judgment is hereby rendered in favor of plaintiff and against the defendants who are hereby ordered, jointly and severally, to pay plaintiff:
1. the principal sum of Two Million Pesos (P2,000,000.00) together with the interest due thereon at the rate of eighteen percent (18%) annually computed from Jan. 2, 1981 until the obligation is fully paid;
2. liquidated damages due thereon equivalent to three percent (3%) monthly computed from January 2, 1982 until the obligation is fully paid;
3. attorney's fees in an amount equivalent to twenty four percent (24%) of the total obligation due; and
4. the costs of the suit.
IT IS SO ORDERED. 5 AScHCD
On appeal, the Court of Appeals (CA) affirmed the judgment of the RTC on April 11, 2002. 6
The petitioner's Motion for Reconsideration (with Motion to Elevate to the Court En Banc and Motion for Oral Argument) was ultimately denied. 7 On March 26, 2007, pending resolution of the Motion for Reconsideration, the petitioner filed a Supplement to the Motion for Reconsideration. 8
On April 23, 2007, the Court, through the First Division, denied with finality the Motion for Reconsideration (with Motion to Elevate to the Court En Banc and Motion for Oral Argument) because "the basic issues have already been passed upon and there is no substantial argument to warrant a modification of this Court's decision." 9
In the resolution promulgated on July 2, 2007, the Court, through the First Division, treated the Supplement to the Motion for Reconsideration as a second motion for reconsideration, and denied the same. The First Division further denied the petitioner's Motion to Elevate to the Court En Banc and Motion for Oral Argument; and directed that entry of judgment be made in due course. 10
On July 2, 2007, the petitioner submitted its Motion for Clarification/Second Motion for Reconsideration, 11 and also filed its Motion for Reconsideration vis-à-vis the resolution promulgated on July 2, 2007. 12 On March 26, 2008, the First Division expunged from the records the petitioner's Motion for Reconsideration vis-à-vis the July 2, 2007 resolution. 13
Based on the entry of judgment, 14 a copy of which the petitioner received on May 21, 2008, the decision promulgated in G.R. No. 154975 became final and executory on August 13, 2007.
With the decision in G.R. No. 154975 having attained finality, the petitioner now assails said decision herein, 15 posing the single issue of whether or not the Court had thereby modified or reversed the doctrine of piercing the veil of corporate fiction in alter ego cases.
The petitioner argues that the decision in G.R. No. 154975 introduced a "new doctrine" to the effect that piercing the veil of corporate fiction in alter ego cases is permissible despite the absence of the required elements for its application; that the elements for piercing the veil of corporate fiction in alter ego cases are as follows:
a. Control not mere majority or complete stock control, but complete domination, not only of finances but of policy and business practice in respect to the transaction attacked so that the corporate entity as to this transaction had at the time no separate mind, will or existence of its own;
b. Such control must have been used by the defendant to commit fraud or wrong, in contravention of plaintiff's legal rights; and
c. The aforesaid control and breach of duty must proximately cause the injury or unjust loss complained of. 16
that the First Division, in ruling that the petitioner and CCC Equity were jointly and severally liable to Alsons, pierced its corporate veil despite the absence any of the elements for its application; and that a determination should be made on whether the doctrine or principle of law laid down in previous cases regarding the application of the alter ego rule should be maintained, modified or reversed in light of the decision promulgated on January 29, 2007. 17
We deny the petition for its utter lack of merit.
To start with, the petitioner has not characterized its petition either as an original action or as a mode of appeal. Such characterization is essential in determining which particular rule of procedure should apply. For that reason, the dismissal or denial of the petition should have followed as a matter of course.
Secondly, the petition rehashes arguments and contentions already passed upon and resolved by the Court in G.R. No. 154975. For that reason, the petition is really another motion for reconsideration which is a prohibited motion. Under Section 2, Rule 52 of the Rules of Court, no second motion for reconsideration of a judgment or final resolution by the same party shall be entertained. Only for extraordinarily persuasive reasons and upon an express leave has been first obtained may a second motion for reconsideration be entertained. Section 3, Rule 15 of the Internal Rules of the Supreme Court has re-emphasized this restrictive policy against a second motion for reconsideration, to wit:
Section 3. Second motion for reconsideration. — The Court shall not entertain a second motion for reconsideration, and any exception to this rule can only be granted in the higher interest of justice by the Court en banc upon a vote of at least two-thirds of its actual membership. There is reconsideration "in the higher interest of justice" when the assailed decision is not only legally erroneous, but is likewise patently unjust and potentially capable of causing unwarranted and irremediable injury or damage to the parties. A second motion for reconsideration can only be entertained before the ruling sought to be reconsidered becomes final by operation of law or by the Court's declaration.
In the Division, a vote of three Members shall be required to elevate a second motion for reconsideration to the Court En Banc. 18
Should the second motion for reconsideration be filed by invoking an exceptional reason, Section 3, supra, further requires that the ruling subject of reconsideration has not yet become final by operation of law or by the Court's declaration. That is not true herein because the decision promulgated in G.R. No. 154975 had long become final and executory. AcICHD
And, thirdly, the petition is the petitioner's latest of several motions for reconsiderations, albeit disguised this time as predicated on Article VIII, Section 4 (3) of the Constitution. What is clear from the petition is the unusual refusal of the petitioner to accept the final judgment promulgated in G.R. No. 154975. Such refusal constitutes an abuse of court processes and proceedings to serve selfish personal interests. A definite sanction should be imposed on the petitioner, which, based on jurisprudence, 19 should consist in the imposition of treble costs of suit.
WHEREFORE, the Court DISMISSES the petition; and DIRECTS the petitioner to pay treble costs of suit.
SO ORDERED." PERLAS-BERNABE, J., on official leave; JARDELEZA, J., acting member per S.O. No. 2188 dated September 16, 2015.
Very truly yours,
(SGD.) EDGAR O. ARICHETADivision Clerk of Court
Footnotes
1. Rollo, p. 3.
2. Id. at 21.
3. Id. at 21-22.
4. Id. at 22.
5. Id. at 423-424.
6. Id. at 423-436; penned by Associate Justice Remedios A. Salazar-Fernando, and concurred in by Associate Justice Romeo J. Callejo, Sr. (now a Member of the Court/retired) and Associate Justice Perlita J. Tria-Tirona (retired).
7. Id. at 35.
8. Id. at 42-51.
9. Id. at 35.
10. Id. at 36.
11. Id. at 8.
12. Id.
13. Id.
14. Id. at 41.
15. Id. at 3.
16. Id. at 9.
17. Id. at 8-15.
18. League of Cities of the Philippines (LCP) v. Commission on Elections, G.R. No. 176951, June 28, 2011, 652 SCRA 798, 808-809.
19. Tumibay v. Soro, G.R. No. 152016, April 13, 2010, 618 SCRA 169-179; Diaz v. Republic of the Philippines, G.R. No. 181502, February 10, 2010, 611 SCRA 403, 428; Heirs of Jose Sy Bang v. Sy, G.R. No. 114217, October 13, 2009, 603 SCRA 534, 574; Uniwide Holdings, Inc. v. Jandecs Transportation Co., Inc., G.R. No. 168522, December 19, 2007, 541 SCRA 158, 165; Knecht v. United Cigarette Corporation, G.R. No. 139370, July 4, 2002, 384 SCRA 45, 60.