G.R. No. L-20850 - Edward J. Nell Co. vs. Pacific Farms, Inc.

Judgment and Enforcement
On October 9, 1958, in Civil Case No. 58579 of the Municipal Court of Manila, Edward J. Nell Company (appellant) obtained a final judgment against Insular Farms, Inc. for ₱1,853.80 (unpaid pump price) with interest, plus ₱125.00 attorney’s fees and ₱84.00 costs.
A writ of execution issued thereafter was returned unsatisfied on August 14, 1959, for lack of leviable property of Insular Farms.

Corporate Transactions of Insular Farms and Pacific Farms
On March 21, 1958, Pacific Farms, Inc. (appellee) purchased 1,000 shares of Insular Farms stock at P285,126.99 in a bank-instigated auction (shares had been pledged as security). Pacific Farms then sold those shares to private individuals who reorganized Insular Farms.
Following reorganization, the board of the reorganized Insular Farms sold substantially all its assets—including leasehold rights and pumping equipment originally sold by appellant—to Pacific Farms for ₱10,000.00. This sale was submitted to and approved by the Securities and Exchange Commission.

Procedural History of Present Action
On November 13, 1959, appellant filed a collection suit in the Municipal Court of Manila against Pacific Farms, alleging that Pacific Farms was the alter ego of Insular Farms and therefore liable for the unpaid judgment debt.
The municipal court dismissed the complaint; the Court of First Instance and, thereafter, the Court of Appeals affirmed that dismissal. Appellant then brought the case to this Court by petition for certiorari.

Alter Ego Liability
Whether Pacific Farms may be held liable for the judgment debt of Insular Farms on the theory that it is Insular Farms’ alter ego.
Award of Attorney’s Fees
Whether appellant is entitled to attorney’s fees in the present action against Pacific Farms.