Have you ever looked for a SCRA citation, finding it you downloaded or had the entire case photo copied from the thick book only to find out when you were reading it 30 minutes before the class recitation that you downloaded the fuckin’ wrong case?
Well I tell you what, that just happened to me. I was suppose to digest the case CAGAYAN VALLEY ENT. vs. CA. I downloaded CAGAYAN ELECTRIC POWER & LIGHT CO. vs. COMMISSIONER. Take a close look at the inserted image. I didn’t know I digested another CEPALCO case.
So what I did was to infer from the written words the author Atty. Maria Zarah Villanueva wrote under said topic in her book.
She said :
When a single proprietorship is incorporated into a family corporation, being managed by the same manager, under the old set-up, and continues in the same line of business, with its factories being in the same set-up, the corporation is deemed merely a continuation of the single proprietorship and its separate juridical personality can be pierced.
So deducting from what he wrote, of course we remember the 3 business classification that we have right? 1. SOUL PROPRIETORSHIP, 2. PARTNERSHIP & 3. CORPORATION. The topic is Acquisition, Transfers & Mergers. As I infer from a non-existing case digest basing on Atty. Villanueva’s words in his book it’s obvious the Cagayan Valley case is not about Acquisition, neither a Transfer of assets. It appears the topic he’d like tackle here is Merger. Of course in Merger we know that there is a surviving entity. All the rest that had been merged to it is dissolved, hence naturally, the acquisition and transfer is inevitable. In Consolidation its different. As explained by the teacher, Consolidation is the fusion of two or more entities to form a single distinct entity. No we’re not talking about Consortium, that’s merely an agreement you call group of companies. Being Consolidated means being bonded as one so obviously its make-up, size and content differ.
In the Cagayan Valley case perhaps there had been a fusion of 2 types of business both run by the same family. They probably tried to merge a single proprietorship and a corporation. I don’t know if they’ve prepared articles of merger and submitted it to the SEC but what’s important here is.. Q: Would there be a co-called Merger between a Single-Proprietorship and a Corporation?
Villanueva answered it in the review book. The answer is NO. It is therefore not necessary to comply with the Corporation Code and the SEC Rules. Villanueva explains:
SP + C (if Same MANAGER, Same LINE OF BUSINESS, Same SET-UP) = Deemed MERELY a CONTINUATION of the SINGLE PROPREITORSHIP
Question: Can it be PIERCED? Answer: YES. The Separate Juridical Personality can be Pierced..
Damn it I better read the fuckin’ case.
