Laperal v. Ocampo
REITERATIONFacts
The Antecedents: On May 3, 1963, Sunbeam Convenience Foods, Inc., principally owned by petitioner Oliverio Laperal and his wife, acquired two parcels of land in Bataan (Lots 1 and 2, SGS-2409) via sales patent, later transferred to Coral Beach Development Corporation, also Laperal-controlled, yielding TCT Nos. 12421 and 12422. Respondent Pablo V. Ocampo and Pablo Roman sued Coral Beach and Laperal Development Corporation, resulting in a January 10, 1974 Court of Appeals Compromise Judgment in CA-G.R. No. 48015-R, conveying undivided 29% interest each (total 58%) in six Bataan parcels (including the two lots) to Ocampo and Roman, with Coral Beach/Laperal retaining 42%. Ocampo then transferred 7% of his 29% to Rodolfo Lejano and Asiatic Integrated Corporation, reducing his pro-indiviso share to 22%. On July 10, 1975, Laperal, Ocampo, Oliverio Laperal Sr., Roman Jr., Lejano, and Rojas formed Offshore Resources and Development Corporation (Laperals principal stockholders). On May 11, 1976, Ocampo et al. conveyed all rights in the six lots plus Lot 780 (TCT T-13412) to Offshore for 7,416,993,500 Class A shares (par P0.01, total P74,169,935), with Ocampo receiving 1,613,196,086 shares (P16,131,960.86) for his 22%. On May 17, 1976, Republic sued Sunbeam/Coral Beach for reversion of the two lots as public forest land. On July 21, 1976, Ocampo sold his Offshore shares to Industrial Horizons, Inc. (president: Laperal) via Deed of Assignment for P4,000,000 payable in installments: P500k on execution, P500k July 28, balance P3M in six P500k quarterly. Industrial paid P1M by July 28 but suspended further payments October 25, 1976, citing reversion suit rendering shares 'watered.' Procedural History: Ocampo sued Industrial Horizons in CFI Manila (Civil Case No. 106913); CFI ruled May 28, 1979 for Ocampo, ordering payment of remaining installments with 12% interest from due dates plus 10% attorney's fees. CA affirmed in toto October 5, 1981 (CA-G.R. CV No. 65913-R), ruling shares not watered (issued for full value pre-suit), Laperal not blameless in acquisition, transactions via alter ego corporations would fraud Ocampo of compromise fruits; cited Yutivo & Santos cases. Industrial's certiorari extensions denied; decision final October 31, 1981; partially executed P750k, balance P2,006,036.76 unpaid. After sheriff found no Industrial assets, Ocampo sued Laperal personally July 23, 1986 (RTC Manila Br. 50, Civil Case No. 86-36794) for balance, invoking prior alter ego. RTC ruled February 4, 1993 for Ocampo, applying CA prior decision via judicial notice. CA affirmed October 29, 1999 (CA-G.R. CV No. 46052), citing Rule 129 Sec. 1, additional evidence (checks to Laperal, stock ownership), implied issue submission, res judicata. The Petition: Laperal petitioned SC under Rule 45, arguing no proof of alter ego, reputable stockholders not dummies, RTC erred not requiring evidence beyond prior decision, alter ego not issue in original case/appeal, revival cannot pierce veil anew.
Issue(s)
Whether the prior CA decision in CA-G.R. CV No. 65913-R finding Industrial Horizons as Laperal's alter ego bars relitigation via res judicata in revival action. Whether Laperal is personally liable for Industrial's unpaid balance, justifying piercing corporate veil. What is the proper interest rate on the judgment obligation.
Ruling
Petition denied; CA Decision affirmed; prior CA-G.R. CV No. 65913-R revived and enforced; Laperal ordered to pay P2,006,036.76 with 6% interest from July 23, 1986 plus costs.
Ratio Decidendi
On res judicata and revival of judgment: The action is a revival under Rule 39, Sec. 6, filed within 5 years (actually within 10-year limitation) from October 31, 1981 finality of CA-G.R. CV No. 65913-R; revival enforces judgment itself, not retrying merits (Enriquez v. CA; Filipinas Investment v. IAC). Alter ego issue conclusively resolved therein as final/executory, binding parties; Laperal cannot relitigate (SC denied certiorari extensions). RTC/CA correctly took judicial notice sans evidence under Rule 129, Sec. 1 of appellate acts (Regalado citing Baguio v. Vda. de Jalogat). Additional evidence (checks/cash vouchers to Laperal, 54% stock ownership) and Laperal's controverting proof impliedly submitted issue despite not pleaded originally. Res judicata applies as prior judgment on merits by court of competent jurisdiction, identity of parties/subject matter/cause. On alter ego/piercing veil: CA-G.R. CV No. 65913-R held Laperal's corporations (Sunbeam, Coral, Offshore, Industrial) mere alter egos/business conduits; transaction chain originated with Laperal's irregular acquisition, compromise gave Ocampo 29% parlayed into shares sold back to Laperal entity, rescission would defraud Ocampo of judgment fruits (Yutivo Sons v. CTA; Santos v. Vasquez). Unity of interest/control, injustice/fraud warrant piercing; reputable stockholders irrelevant against final prior finding. Laperal as president/prime mover/controlling stockholder liable. On interest: Amount is unpaid purchase price, not loan/forbearance; thus 6% not 12% from judicial demand (Eastern Assurance v. CA).
Main Doctrine
The alter ego doctrine allows piercing the corporate veil when corporations are mere business conduits or instrumentalities of an individual, promoting fraud or injustice, as where a series of transactions through Laperal-controlled entities consolidates ownership back to him, defrauding the counterparty of a prior compromise judgment. A final and executory appellate decision conclusively settles such findings, invoking res judicata to bar relitigation in subsequent revival actions. Revival of judgment under Rule 39, Sec. 6 is not a retrial of merits but enforcement of the judgment itself, maintainable by independent action within 10 years from entry. Courts take mandatory judicial notice of prior appellate decisions under Rule 129, Sec. 1, without need for evidence, providing strong basis for applying prior alter ego holdings. Even if not explicitly pleaded, issues are deemed submitted if controverted by evidence, as Laperal presented corporate records yet failed against the prior final ruling. Legal interest on obligations not constituting loans or forbearance is 6% per annum from judicial demand, correcting erroneous 12% awards.