Case Digest (G.R. No. 150283)
Facts:
Ryuichi Yamamoto v. Nishino Leather Industries, Inc. and Ikuo Nishino, G.R. No. 150283, April 16, 2008, Second Division, Carpio Morales, J., writing for the Court.In 1983 petitioner Ryuichi Yamamoto, a Japanese national, organized under Philippine law Wako Enterprises Manila, Incorporated (WAKO), a tanning business that was later renamed Nishino Leather Industries, Inc. (NLII). In 1987 Yamamoto and respondent Ikuo Nishino (also a Japanese national) executed a Memorandum of Agreement whereby Nishino would acquire shares equivalent to 70% of WAKO’s authorized capital; eventually Nishino and his brother Yoshinobu acquired in excess of 70% of the authorized capital, reducing Yamamoto’s share to about 10% (contentious between the parties).
During negotiations over a buy-out of Yamamoto’s interests, counsel for Nishino, Atty. Emmanuel G. Doce, sent Yamamoto a letter dated October 30, 1991 which, among other things, listed certain machinery and equipment said to have been contributed by Yamamoto and stated that Yamamoto "may take them out with you (for your own use and sale) if you want, provided, the value of such machines is deducted from your and Wako's capital contributions, which will be paid to you" and requesting Yamamoto's comments "soonest."
After respondents prevented Yamamoto from reclaiming the machines, Yamamoto filed a replevin complaint on January 15, 1992 before Branch 45, Regional Trial Court (RTC) of Makati; the RTC issued a writ of replevin upon Yamamoto’s posting of bond. Respondents answered, contending the machineries were corporate property forming part of Yamamoto’s capital contributions and that Atty. Doce’s letter was a mere proposal conditioned on Yamamoto’s sell-out and not yet authorized by NLII’s shareholders or Board; they counterclaimed for damages allegedly caused by the seizure.
The trial court, by Decision dated June 9, 1995, declared Yamamoto the rightful owner and possessor of the machineries, made the writ permanent, awarded him attorney’s fees of P50,000, dismissed respondents’ counterclaims and ordered costs. On appeal, the Court of Appeals, in a Decision dated May 30, 2001, reversed and dismissed Yamamoto’s complaint, holding the machineries to be corporate property of NLII that could not be removed without authority of the Board and rejecting Yamamoto’s arguments to pierce the corpor...(Pro-only)
Issues:
- Did Atty. Doce’s letter and the representations made during negotiations bind NLII such that Yamamoto could retrieve the machineries listed therein?
- Should the corporate veil of NLII be pierced to treat the corporation as the alter ego of Ikuo Nishino and thus permit Yamamoto to reclaim the machineries?
- Does the doctrine of promissory estoppel apply to compel respondents to permit Yamamoto to remove the machineries?
- Are respondents liable for attorney’s fees as awarded by the t...(Pro-only)
Ruling:
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Ratio:
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Doctrine:
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