G.R. No. 153886 - Velarde vs. Lopez, Inc.

Petitioner: Mel V. Velarde, then General Manager of Sky Vision Corporation (a subsidiary of Lopez, Inc.).
Respondent: Lopez, Inc., represented by Eugenio Lopez Jr., then President, acting in his capacity as lender.

On January 6, 1997, a notarized loan agreement was executed between respondent (as LENDER) and petitioner (as BORROWER) for ten million pesos (P10,000,000.00).
The agreement detailed the manner of payment, conditions for default, and requirements such as the posting of real property as collateral.
Section 6 of the agreement specified that default would occur if the borrower failed to pay on time or to mortgage adequate collateral.

Petitioner failed to pay the installments as they became due under the loan agreement.
In response, and following a proposal by the petitioner regarding settling his account, respondent advised on July 15, 1998, that petitioner's retirement benefits from Sky Vision could be used in partial payment of the loan if certain conditions were met.
Petitioner contested the computation provided in the aforementioned letter, arguing that imputed unliquidated advances had already been properly liquidated.

On August 18, 1998, respondent filed a complaint for the collection of money with damages before the RTC of Pasig City.
The suit alleged that the petitioner had breached Section 6 of the loan agreement by failing to furnish the required collateral and by defaulting in the payment of installments, despite prior letters of demand issued on December 1, 1997, and January 13, 1998.

In his answer to the complaint, petitioner contended that the loan document was merely a "cover document" reflecting a promised reward for his loyalty and performance rather than a bona fide loan.
Petitioner claimed that his forced retirement changed the form of the agreed payment, with the retirement benefits of Sky Vision to be applied to the loan.
As a compulsory counterclaim, he sought:

Retirement benefits amounting to P98,280,000.00.
Unpaid salaries (P2,740,000.00) and incentives (P500,000.00).
Unpaid share from the net income of the plaintiff corporation, an equity interest (P1,500,000.00), and a reasonable return on the stock ownership plan.
Additional claims for moral damages, attorney’s fees, appearance fees, and other costs of suit, bringing the total monetary claim significantly higher.

Respondent moved to dismiss the counterclaim on the ground of lack of jurisdiction, asserting that the counterclaim is a money claim arising from a labor relationship, which should be under the exclusive competence of the National Labor Relations Commission (NLRC).
The RTC, Branch 155, denied the motion to dismiss on January 3, 2000, ruling that:

A counterclaim is essentially a complaint; hence, a motion to dismiss hypothetically admits its allegations.
The counterclaim was compulsory, asserting an identity of interest between respondent and its subsidiary, Sky Vision, which justified piercing the corporate veil.

The respondent obtained relief from the Court of Appeals by petitioning for certiorari, which reversed the RTC’s ruling and dismissed the petitioner’s counterclaims on the grounds that:

Respondent Lopez, Inc. was not the real party-in-interest concerning the counterclaims.
The requirements for piercing the corporate veil were not met.
The counterclaims were not compulsory.

A major issue was whether respondent’s control over Sky Vision justified treating the subsidiary as its mere instrumentality to satisfy petitioner's counterclaims.
The petitioner argued that interlocking directors and corporate ties should allow for the corporate veil to be pierced.
However, the court noted that nothing in the pleadings demonstrated complete control or a merging of the identities of respondent and Sky Vision.
Statutory provisions (such as PD 902-A as amended by R.A. 8799) and established jurisprudence were discussed in determining the proper forum and party-in-interest for the counterclaims.

Is petitioner's counterclaim—covering retirement benefits, unpaid salaries and other labor-related claims—compulsory and inherently tied to the main complaint?

Can respondent Lopez, Inc. be held liable for the claims based on petitioner's argument that Sky Vision, its subsidiary, is merely its alter ego?
Was the proper real party-in-interest identified given the distinct juridical personalities of Lopez, Inc. and Sky Vision?

Does the evidence support that respondent used its control to commit wrongful acts or fraud, warranting the disregard of its separate corporate identity?
Is the existence of interlocking personnel sufficient to pierce the corporate veil, or is a higher threshold of fraud and misuse required?

Should the RTC have jurisdiction over the counterclaims under the amended provisions of PD 902-A (post R.A. 8799)?
Does the nature of the benefits claims, being part of an intra-corporate dispute, affect jurisdiction?