457 Phil. 430
"FOR ALL THE FOREGOING CONSIDERATIONS, the Court renders judgment in favor of the plaintiff and against the defendant, and hereby orders defendant to pay the plaintiff the following sums:On appeal, the Court of Appeals, on October 5, 1981, affirmed in toto the said Decision in CA-G.R. CV No. 65913-R, ratiocinating as follows:
(a) The first installment of P500,000.00 due on October 31, 1976, minus P243,963.24, with interest at 12% per annum from November 1, 1976 until said amount is fully paid;
(b) The second installment of P500,000.00 due on January 31, 1977, with interest at 12% per annum on said amount beginning February 1, 1977 until the same is fully paid;
(c) The third installment of P500,000.00 due on April 30, 1977, with interest on said amount at the rate of 12% per annum from May 1, 1977 until said amount is fully paid;
(d) The fourth installment of P500,000.00 due July 31, 1977, with interest at the rate of 12% per annum beginning August 1, 1977 until said amount is fully paid;
(e) The fifth installment of P500,000.00 due on October 31, 1977, with interest at the rate of 12% per annum beginning November 1, 1977 until said amount is fully paid;
(f) The sixth installment of P500,000.00 due on January 31, 1978, with interest at the rate of 12% per annum beginning February 1, 1978, until said amount is fully paid.
"The defendant is finally ordered to pay plaintiff, attorney's fees equivalent to 10% of the aforesaid amounts, plus costs.
"The seven (7) parcels of land which plaintiff and other incorporators of the Offshore Resources & Development Corporation conveyed to the corporation for stock, have a total area of 7,416,993.5 square meters, or more than 741 hectares. xxx Since 7,416,993.500 shares with a par value of P0.01 per share, or exactly P74,169,935.00 worth of shares, were issued to the incorporators, the shares were not `watered'. They were lawfully issued for value fully paid before the Government filed its action to recover two of the lots. That supervening event (the Government's suit) did not render illegal the perfectly legal issuance of those shares.On December 24, 1981, Industrial Horizons filed with this Court praying for an extension of thirty (30) days from December 26, 1981 within which to file a petition for review on certiorari. In a Resolution dated January 13, 1982, we granted the motion, giving Industrial Horizons until January 25, 1982 within which to file the same. On January 25, 1982, Industrial Horizons filed its second motion for extension of time, asking for another fifteen (15) days to file its petition for review. On February 3, 1982, we denied the said motion outright. Industrial Horizons did not anymore file its petition for review. Thus, the Decision of the Appellate Court in CA-G.R. CV No. 65913-R affirming the Decision of the RTC in Civil Case No. 106913 became final and executory on October 31, 1981. This Decision was partially executed to the extent of P750,000.00, leaving an unpaid balance of P2,006,036.76.xxx xxx xxx
"Another point to consider is that it was Laperal, through his Sunbeam Convenience Foods, Inc., who acquired the lots from the Government. If, as the Government contends in its suit, the acquisition was irregular, Laperal would not be free from blame.
"Laperal conveyed to the plaintiff a 29% pro-indiviso interest in the lots as part of the compromise decision in favor of the plaintiff and Pablo Roman in CA-G.R. No. 48015-R (Exh. C). That interest was parlayed for shares of stock in Laperal's Offshore Resources & Development Corporation. These shares of stock were later purchased from the plaintiff by Laperal's Industrial Horizon, Inc., defendant herein. It may be observed that the last transaction consolidated Laperal's ownership and control of the Offshore Resources & Development Corporation. In effect, plaintiff's 22% interest in the property has come full circle to settle on Laperal from whom it originated. To rescind the transaction because the Government has sued to recover the two lots, would in effect allow Laperal to reject, for alleged defect in the title, the very property (or interest therein) that he paid to the plaintiff in satisfaction of the latter's claim in CA-G.R. No. 48015-R. It would defraud the plaintiff of the fruits of that judgment.
"Although the series of transaction were made through various corporations of Laperal, the notion of a separate corporate personality for each corporation should be disregarded where, as in this case, the corporations were merely an alter ego or business conduit of Laperal, and the corporate fiction would work an injustice or perpetrate a fraud upon the plaintiff (Yutivo Sons Hardware Co. vs. Court of Tax Appeals, 1 SCRA 160; Santos vs. Vasquez, 22 SCRA 1156).xxx xxx xxx
"WHEREFORE, finding no reversible error in the appealed decision, the same is affirmed in toto, with costs against the appellant.
"SO ORDERED.'" (Emphasis supplied)
"The final and executory decision of the Court of Appeals penned by Justice C. Griño-Aquino and concurred in by Justices Emilio A. Goncayco and Serafin R. Cuevas, who all subsequently became Justices of the Supreme Court, traced in detail the antecedent facts that gave rise to the suit between plaintiff Ocampo and Industrial Horizons, Inc. and undisputably came out with the conclusion that, in that case, the corporations used by Laperal in the series of transaction `were merely an alter ego or business conduit of Laperal and the corporate fiction would work an injustice or perpetuate a fraud upon plaintiff.' (Exhibit `B-1', p. 121, Vol. I, Records).On appeal, the Court of Appeals in its assailed Decision affirmed in toto the Decision of the trial court, thus:
"As a consequence, defendant Laperal can be held personally liable for the outstanding obligation of Industrial Horizons, Inc. to plaintiff.
"WHEREFORE, judgment is hereby rendered ordering defendant Oliverio Laperal to pay plaintiff Pablo V. Ocampo the sum of P2,006,036.76 with 12% interest per annum from date of judicial demand on July 23, 1986 until fully paid, plus costs of suit.
"WHEREFORE, the appeal is hereby DISMISSED and the Decision of the Court a quo dated February 4, 1993 in Civil Case No. 86-36794 is hereby AFFIRMED in toto. With costs against defendant-appellant.In holding so, the Court of Appeals ratiocinated as follows:
"The contention of defendant-appellant Laperal that it was error on the part of the court a quo in not compelling plaintiff-appellee Ocampo to adduce evidence in support of his alter ego theory instead of solely relying on the alter ego holding of this Court in CA-G.R. CV No. 65913 is bereft of merit. Section 1, Rule 129 of the Revised Rules of Court provides that `a court shall take judicial notice, without the introduction of evidence, of x x x the official acts of the legislative, executive and judicial departments of the Philippines x x x.' Courts are required to take judicial notice of the decisions of the appellate courts as these are facts capable of unquestionable demonstration. (Regalado, Remedial Law Compendium, Vol. II, p. 649 citing Baguio vs. Vda. De Jalogat, et al. L1-28100, November 29, 1971; Figueras vs. Serrano, 52 Phil. 28). Thus, even in the absence of other substantiation, Our ruling in CA-GR CV No. 65913 can be a strong legal basis for the assailed decision in Civil Case No. 86-36794.Hence, the present petition.
"Moreover, plaintiff-appellee introduced pieces of evidence in addition to the copy of the Decision in CA-G.R. CV No. 65913 and it was explained this way by the court below:`Two pieces of evidence adduced by plaintiff clearly indicate that Industrial Horizons, Inc. is indeed an alter ego of Laperal. These are (1) the check dated July 27, 1976 for P500,000.00 made payable to Oliverio Laperal representing payment to Industrial Horizons (Exhibit `I') and (2) cash voucher for P500,000.00 showing actual payment made to Oliverio Laperal by Asiatic Integrated Corporation representing its share `in buying out Pablo Ocampo's 25% participation and interest in the Offshore Resources and Development Corporation (Exhibit `J'). The Amended Articles of Incorporation of Industrial Horizons, Inc. likewise reveals that out of 100,000 shares of subscribed capital stock, Oliverio Laperal and his wife Emma own 54,000 shares or more than one-half (Exh. `C-1-A').'"In this light, there was adequate and convincing proof to support the finding that Industrial Horizons, Inc., is an alter ego of defendant-appellant Laperal.
"Again, defendant-appellant insists that it was reversible error to allow the piercing of the veil of corporate fiction since allegedly, it is not one of the issues raised in Civil Case No. 106913 nor is it an assigned error in CA-G.R. CV No. 63913-R. This contention must be rejected for paucity of merit.
"It cannot be denied that defendant-appellant Laperal presented controverting evidence during the trial before the court a quo to dispute the trial court's alter ego holding as affirmed by this Court in CA-G.R. CV. No. 65913-R by proving that Industrial Horizons, Inc. was a duly organized and existing corporation which had a legitimate business activity and well-known and reputable stockholders who would not allow themselves to be used as mere dummies of the former as he himself was convinced that the resolution of said issue was fundamental to the resolution of the main issue. Thus, granting en argumento that said issue on the alter ego theory was not averred as an issue in the pleadings in Civil Case 106913 nor in CA-G.R. CV No. 65913-R, still the evidence freely given by defendant-appellant Laperal is considered to have been put in issue by his implied permission.x x x x x x x x x
"Lastly, it is noteworthy to state that the Decision in CA-G.R. No. 65913 where the assailed `alter ego holding' is contained has long attained finality on October 31, 1981. The lower court, in applying the effects of a final judgment on the issue of piercing the veil of corporate fiction, held:`The final and executory decision of the Court of Appeals penned by Justice C. Griño-Aquino and concurred in by Justices Emilio A. Goncayco and Serafin R. Cuevas, who all subsequently became Justices of the Supreme Court, traced in detail the antecedent facts that gave rise to the suit between plaintiff Ocampo and Industrial Horizons, Inc. and undisputably came out with the conclusion that, in that case, the corporations used by Laperal in the series of transaction `were merely an alter ego or business conduit of Laperal and the corporate fiction would work an injustice or perpetuate a fraud upon plaintiff.' (Exhibit `B-1', p. 121, Vol. I, Records)."In view of the foregoing considerations, defendant-appellant's personal liability for the civil obligation of Industrial Horizons, Inc. to the tune of P2,006,036.76 has become inevitable." (Emphasis supplied)
`As a consequence, defendant Laperal can be held personally liable for the outstanding obligation of Industrial Horizons, Inc. to plaintiff.'x x x x x x x x x
"SEC. 6. Execution by motion or by independent action. – A final and executory judgment or order may be executed on motion within five (5) years from the date of its entry. After the lapse of such time, and before it is barred by the statute of limitation, a judgment may be enforced by action. The revived judgment may also be enforced by motion within five (5) years from the date of its entry and thereafter by action before it is barred by the statute of limitations."Petitioner raises the defense that Industrial Horizons is not his alter ego, hence, he is not liable to respondent for the unpaid balance of P2,006,036.76. This issue has been resolved by the Court of Appeals in CA-G.R. CV No. 65913-R. To reiterate, the Appellate Court ruled that Industrial Horizons is the alter ego of herein petitioner and, therefore, the latter can be held personally liable for the outstanding obligation of Industrial Horizons to respondent. Such ruling which has become final and executory as early as October 31, 1981 is conclusive upon the parties. It follows that the issue involved can no longer be litigated. We have held that an action to revive judgment is not meant to retry the case all over again. Its cause of action is the judgment itself and not the merits of the original action.