Case Digest (G.R. No. 150283) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
In Ryuichi Yamamoto v. Nishino Leather Industries, Inc. and Ikuo Nishino (G.R. No. 150283, April 16, 2008), petitioner Ryuichi Yamamoto, a Japanese national, organized in 1983 Wako Enterprises Manila, Inc. (later renamed Nishino Leather Industries, Inc. or NLII) for leather tanning. In 1987, Yamamoto and respondent Ikuo Nishino executed a forged Memorandum of Agreement granting Nishino 70% of WAKO’s capital stock. As a result, Yamamoto’s stake fell to about 10%. During negotiations in 1991 for Nishino’s planned takeover and buy-out of Yamamoto’s shares, NLII counsel Atty. Emmanuel Doce sent Yamamoto a letter proposing that he remove certain machinery and equipment he contributed, provided their value be deducted from his buy-out proceeds. When Yamamoto attempted to recover those assets, respondents resisted, claiming corporate property status. On January 15, 1992, Yamamoto filed a replevin complaint with the Makati RTC, which issued a writ of replevin and ultimately ruled in his Case Digest (G.R. No. 150283) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Organization and Ownership Changes
- 1983: Ryuichi Yamamoto, a Japanese national, incorporates Wako Enterprises Manila, Inc. (WAKO) to engage in leather tanning.
- 1987: Yamamoto and Ikuo Nishino (also Japanese) execute a forged Memorandum of Agreement for a joint venture whereby Nishino would acquire 70% of WAKO’s authorized capital stock, reducing Yamamoto’s share to about 10%.
- Corporate Renaming and Buy‐Out Negotiations
- WAKO later changes its corporate name to Nishino Leather Industries, Inc. (NLII).
- In October 1991, NLII counsel Atty. Emmanuel G. Doce sends Yamamoto a letter stating that Yamamoto may remove certain machinery and equipment “provided the value of such machines is deducted from your and Wako’s capital contributions,” and requests Yamamoto’s comments.
- Replevin Proceedings in the RTC
- January 1992: Yamamoto files a complaint for replevin with the Regional Trial Court (RTC) of Makati to recover the machinery he had invested in the corporation. NLII obtains a bond and the RTC issues a writ of replevin.
- Respondents answer and counterclaim that the machinery is corporate property, that the letter is a mere conditional proposal not yet ratified by NLII’s Board of Directors, and seek moral and exemplary damages, attorney’s fees, litigation expenses, and costs.
- June 9, 1995: RTC Decision declares Yamamoto the rightful owner and possessor of the machineries, makes the writ permanent, orders NLII to pay ₱50,000 attorney’s fees and costs, and dismisses respondents’ counterclaims.
- Court of Appeals Decision and Petition for Review
- May 30, 2001: The Court of Appeals reverses and dismisses Yamamoto’s complaint, holding the machines to be corporate property, rejecting promissory estoppel, and upholding the corporate fiction. It also finds no basis for respondents’ counterclaims.
- Yamamoto’s Motion for Reconsideration is denied, prompting his petition to the Supreme Court, raising three main assignments of error:
- Refusal to pierce NLII’s corporate veil.
- Rejection of promissory estoppel.
- Denial of attorney’s fees.
Issues:
- Whether the corporate veil of NLII may be pierced to treat the corporation as the alter ego of Nishino and thereby enforce Yamamoto’s removal of the machinery.
- Whether the doctrine of promissory estoppel applies to bind NLII to the terms of the October 1991 letter.
- Whether Yamamoto is entitled to attorney’s fees and other damages.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)