SECOND DIVISION

[G.R. No. 151438. July 15, 2005.]

JARDINE DAVIES, INC., petitioner, vs. JRB REALTY, INC.,

respondent.

Abello Concepcion Regala & Cruz for petitioner.

Blanco Law Firm for respondent.

SYLLABUS

1. COMMERCIAL LAW; CORPORATION LAW; CORPORATIONS;

DOCTRINE OF PIERCING THE VEIL OF CORPORATE FICTION; WHEN
APPLICABLE; RATIONALE BEHIND THE DOCTRINE. — It is an elementary and
fundamental principle of corporation law that a corporation is an artificial
being invested by law with a personality separate and distinct from its
stockholders and from other corporations to which it may be connected.
While a corporation is allowed to exist solely for a lawful purpose, the law will
regard it as an association of persons or in case of two corporations, merge
them into one, when this corporate legal entity is used as a cloak for fraud or
illegality. This is the doctrine of piercing the veil of corporate fiction which
applies only when such corporate fiction is used to defeat public
convenience, justify wrong, protect fraud or defend crime. The rationale
behind piercing a corporation's identity is to remove the barrier between the
corporation from the persons comprising it to thwart the fraudulent and
illegal schemes of those who use the corporate personality as a shield for
undertaking certain proscribed activities.
2. ID.; ID.; ID.; ID.; REQUISITES; A SUBSIDIARY HAS AN
INDEPENDENT AND SEPARATE JURIDICAL PERSONALITY DISTINCT FROM
THAT OF ITS PARENT COMPANY; CASE AT BAR. — While it is true that Aircon
is a subsidiary of the petitioner, it does not necessarily follow that Aircon's
corporate legal existence can just be disregarded. In Velarde v. Lopez, Inc.,
the Court categorically held that a subsidiary has an independent and
separate juridical personality, distinct from that of its parent company;
hence, any claim or suit against the latter does not bind the former, and vice
versa. In applying the doctrine, the following requisites must be established:
(1) control, not merely majority or complete stock control; (2) such control
must have been used by the defendant to commit fraud or wrong, to
perpetuate the violation of a statutory or other positive legal duty, or
dishonest acts in contravention of plaintiff's legal rights; and (3) the
aforesaid control and breach of duty must proximately cause the injury or
unjust loss complained of. The records bear out that Aircon is a subsidiary of
the petitioner only because the latter acquired Aircon's majority of capital
stock. It, however, does not exercise complete control over Aircon; nowhere
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 can it be gathered that the petitioner manages the business affairs of
Aircon. Indeed, no management agreement exists between the petitioner
and Aircon, and the latter is an entirely different entity from the petitioner.
3. ID.; ID.; ID.; ID.; ABSENT FRAUD OR OTHER PUBLIC
CONSIDERATIONS, THE EXISTENCE OF INTERLOCKING DIRECTORS,
CORPORATE OFFICERS AND SHAREHOLDERS DOES NOT JUSTIFY PIERCING
THE VEIL OF CORPORATE FICTION; CASE AT BAR. — The existence of
interlocking directors, corporate officers and shareholders, which the
respondent court considered, is not enough justification to pierce the veil of
corporate fiction, in the absence of fraud or other public policy
considerations. But even when there is dominance over the affairs of the
subsidiary, the doctrine of piercing the veil of corporate fiction applies only
when such fiction is used to defeat public convenience, justify wrong, protect
fraud or defend crime. To warrant resort to this extraordinary remedy, there
must be proof that the corporation is being used as a cloak or cover for fraud
or illegality, or to work injustice. Any piercing of the corporate veil has to be
done with caution. The wrongdoing must be clearly and convincingly
established. It cannot just be presumed. In the instant case, there is no
evidence that Aircon was formed or utilized with the intention of defrauding
its creditors or evading its contracts and obligations. There was nothing
fraudulent in the acts of Aircon in this case. Aircon, as a manufacturing firm
of air conditioners, complied with its obligation of providing two air
conditioning units for the second floor of the Blanco Center in good faith,
pursuant to its contract with the respondent. Unfortunately, the performance
of the air conditioning units did not satisfy the respondent despite several
adjustments and corrective measures. In a Letter dated October 22, 1980,
the respondent even conceded that Fedders Air Conditioning USA has not
yet perhaps perfected its technology of rotary compressors, and agreed to
change the compressors with the semi-hermetic type. Thus, Aircon
substituted the units with serviceable ones which delivered the cooling
temperature needed for the law office. After enjoying ten (10) years of its
cooling power, respondent cannot now complain about the performance of
these units, nor can it demand a replacement thereof.
4. CIVIL LAW; DAMAGES; ACTUAL OR COMPENSATORY DAMAGES;
ACTUAL AMOUNT OF LOSS MUST BE PROVED WITH A REASONABLE DEGREE
OF CERTAINTY PREMISED UPON COMPETENT PROOF AND ON THE BEST
EVIDENCE OBTAINABLE BY THE INJURED PARTY; CASE AT BAR. — Moreover,
it was reversible error to award the respondent the amount of P556,551.55
representing the alleged 30% unsaved electricity costs and P185,951.67 as
maintenance cost without showing any basis for such award. To justify a
grant of actual or compensatory damages, it is necessary to prove with a
reasonable degree of certainty, premised upon competent proof and on the
best evidence obtainable by the injured party, the actual amount of loss. The
respondent merely based its cause of action on Aircon's alleged
representation that Fedders air conditioners with rotary compressors can
save as much as 30% on electricity compared to other brands. Offered in
evidence were newspaper advertisements published on April 12 and 26,
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 1981. The respondent then recorded its electricity consumption from
October 21, 1981 up to April 3, 1995 and computed 30% thereof, which
amounted to P556,551.55. The Court rules that this amount is highly
speculative and merely hypothetical, and for which the petitioner can not be
held accountable.
5. ID.; ID.; ID.; MAINTENANCE COST CANNOT BE AWARDED ABSENT
CONVINCING PROOF THEREOF. — Likewise, there is no basis for the award of
P185,951.67 representing maintenance cost. The respondent merely
submitted a schedule prepared by the respondent's accountant, listing the
alleged repair costs from March 1987 up to June 1994. Such evidence is self-
serving and can not also be given probative weight, considering that there
are no proofs of receipts, vouchers, etc., which would substantiate the
amounts paid for such services. Absent any more convincing proof, the Court
finds that the respondent's claims are without basis, and cannot, therefore,
be awarded.
6. ID.; OBLIGATIONS AND CONTRACTS; CONTRACTS; PRIVITY OF
CONTRACTS TAKE EFFECT ONLY BETWEEN PARTIES, THEIR SUCCESSORS-IN-
INTEREST, HEIRS AND ASSIGNS. — We sustain the petitioner's separateness
from that of Aircon in this case. It bears stressing that the petitioner was
never a party to the contract. Privity of contracts take effect only between
parties, their successors-in-interest, heirs and assigns. The petitioner, which
has a separate and distinct legal personality from that of Aircon, cannot,
therefore, be held liable.

DECISION

CALLEJO, SR., J : p

Before us is a petition for review of the Decision 1 of the Court of

Appeals (CA) in CA-G.R. CV No. 54201 affirming in toto that of the Regional
Trial Court (RTC) in Civil Case No. 90-237 for specific performance; and the
Resolution dated January 11, 2002 denying the motion for reconsideration
thereof.
The facts are as follows:
In 1979-1980, respondent JRB Realty, Inc. built a nine-storey building,
named Blanco Center, on its parcel of land located at 119 Alfaro St., Salcedo
Village, Makati City. An air conditioning system was needed for the Blanco
Law Firm housed at the second floor of the building. On March 13, 1980, the
respondent's Executive Vice-President, Jose R. Blanco, accepted the contract
quotation of Mr. A.G. Morrison, President of Aircon and Refrigeration
Industries, Inc. (Aircon), for two (2) sets of Fedders Adaptomatic 30,000 kcal
(Code: 10-TR) air conditioning equipment with a net total selling price of
P99,586.00. 2 Thereafter, two (2) brand new packaged air conditioners of 10
tons capacity each to deliver 30,000 kcal or 120,000 BTUH 3 were installed
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 by Aircon. When the units with rotary compressors were installed, they could
not deliver the desired cooling temperature. Despite several adjustments
and corrective measures, the respondent conceded that Fedders Air
Conditioning USA's technology for rotary compressors for big capacity
conditioners like those installed at the Blanco Center had not yet been
perfected. The parties thereby agreed to replace the units with
reciprocating/semi-hermetic compressors instead. In a Letter dated March
26, 1981, 4 Aircon stated that it would be replacing the units currently
installed with new ones using rotary compressors, at the earliest possible
time. Regrettably, however, it could not specify a date when delivery could
be effected.
TempControl Systems, Inc. (a subsidiary of Aircon until 1987)
undertook the maintenance of the units, inclusive of parts and services. In
October 1987, the respondent learned, through newspaper ads, 5 that Maxim
Industrial and Merchandising Corporation (Maxim, for short) was the new
and exclusive licensee of Fedders Air Conditioning USA in the Philippines for
the manufacture, distribution, sale, installation and maintenance of Fedders
air conditioners. The respondent requested that Maxim honor the obligation
of Aircon, but the latter refused. Considering that the ten-year period of
prescription was fast approaching, to expire on March 13, 1990, the
respondent then instituted, on January 29, 1990, an action for specific
performance with damages against Aircon & Refrigeration Industries, Inc.,
Fedders Air Conditioning USA, Inc., Maxim Industrial & Merchandising
Corporation and petitioner Jardine Davies, Inc. 6 The latter was impleaded as
defendant, considering that Aircon was a subsidiary of the petitioner. The
respondent prayed that judgment be rendered, as follows:
1. Ordering the defendants to jointly and severally at their
account and expense deliver, install and place in operation two brand
new units of each 10-tons capacity Fedders unitary packaged air
conditioners with Fedders USA's technology perfected rotary
compressors to always deliver 30,000 kcal or 120,000 BTUH to the
second floor of the Blanco Center building at 119 Alfaro St., Salcedo
Village, Makati, Metro Manila;
2. Ordering defendants to jointly and severally reimburse
plaintiff not only the sums of P415,118.95 for unsaved electricity from
21st October 1981 to 7th January 1990 and P99,287.77 for repair
costs of the two service units from 7th March 1987 to 11th January
1990, with legal interest thereon from the filing of this Complaint until
fully reimbursed, but also like unsaved electricity costs and like repair
costs therefrom until Prayer No. 1 above shall have been complied
with;
3. Ordering defendants to jointly and severally pay plaintiff's
P150,000.00 attorney's fees and other costs of litigation, as well as
exemplary damages in an amount not less than or equal to Prayer 2
above; and
4. Granting plaintiff such other and further relief as shall be
just and equitable in the premises. 7
Of the four defendants, only the petitioner filed its Answer. The court
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 did not acquire jurisdiction over Aircon because the latter ceased operations,
as its corporate life ended on December 31, 1986. 8 Upon motion, defendants
Fedders Air Conditioning USA and Maxim were declared in default. 9
On May 17 1996, the RTC rendered its Decision, the dispositive portion
of which reads:
WHEREFORE, judgment is hereby rendered ordering defendants
Jardine Davies, Inc., Fedders Air Conditioning USA, Inc. and Maxim
Industrial and Merchandising Corporation, jointly and severally:
1. To deliver, install and place into operation the two (2)
brand new units of Fedders unitary packaged
airconditioning units each of 10 tons capacity with rotary
compressors to deliver 30,000 kcal or 120,000 BTUH to the
second floor of the Blanco Center building, or to pay
plaintiff the current price for two such units;

2. To reimburse plaintiff the amount of P556,551.55 as and

for the unsaved electricity bills from October 21, 1981 up
to April 30, 1995; and another amount of P185,951.67 as
and for repair costs;
3. To pay plaintiff P50,000.00 as and for attorney's fees; and

4. Cost of suit. 10

The petitioner filed its notice of appeal with the CA, alleging that the
trial court erred in holding it liable because it was not a party to the contract
between JRB Realty, Inc. and Aircon, and that it had a personality separate
and distinct from that of Aircon. HDCTAc

On March 23, 2000, the CA affirmed the trial court's ruling in toto;
hence, this petition.
The petitioner raises the following assignment of errors:
I.
THE COURT OF APPEALS ERRED IN HOLDING JARDINE LIABLE
FOR THE ALLEGED CONTRACTUAL BREACH OF AIRCON SOLELY
BECAUSE' THE LATTER WAS FORMERLY JARDINE'S SUBSIDIARY.
II.

ASSUMING ARGUENDO THAT AIRCON MAY BE CONSIDERED AS

JARDINE'S MERE ALTER EGO, THE COURT OF APPEALS ERRED IN NOT
DECLARING AIRCON'S OBLIGATION TO DELIVER THE TWO (2)
AIRCONDITIONING UNITS TO JRB AS HAVING BEEN SUBSTANTIALLY
COMPLIED WITH IN GOOD FAITH.
III.
ASSUMING ARGUENDO THAT AIRCON MAY BE CONSIDERED AS
JARDINE'S MERE ALTER EGO, THE COURT OF APPEALS ERRED IN NOT
DECLARING JRB'S CAUSES OF ACTION AS HAVING BEEN BARRED BY
LACHES.

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 IV.

ASSUMING ARGUENDO THAT AIRCON MAY BE CONSIDERED AS

JARDINE'S MERE ALTER EGO, THE COURT OF APPEALS ERRED IN
FINDING JRB ENTITLED TO RECOVER ALLEGED UNSAVED ELECTRICITY
EXPENSES.
V.

THE COURT OF APPEALS ERRED IN HOLDING JARDINE LIABLE TO

PAY ATTORNEY'S FEES.

VI.

THE COURT OF APPEALS ERRED IN NOT HOLDING JRB LIABLE TO

JARDINE FOR DAMAGES. 11
It is the well-settled rule that factual findings of the trial court, as
affirmed by the CA, are accorded high respect, even finality at times.
However, considering that the factual findings of the CA and the RTC were
based on speculation and conjectures, unsupported by substantial evidence,
the Court finds that the instant case falls under one of the excepted
instances. There is, thus, a need to correct the error.
The trial court ruled that Aircon was a subsidiary of the petitioner, and
concluded, thus:
Plaintiff's documentary evidence shows that at the time it
contracted with Aircon on March 13, 1980 (Exhibit "D") and on the
date the revised agreement was reached on March 26, 1981, Aircon
was a subsidiary of Jardine. The phrase "A subsidiary of Jardine
Davies, Inc." was printed on Aircon's letterhead of its March 13, 1980
contract with plaintiff (Exhibit "D-1"), as well as the Aircon's
letterhead of Jardine's Director and Senior Vice-President A.G.
Morrison and Aircon's President in his March 26, 1981 letter to
plaintiff (Exhibit "J-2") confirming the revised agreement. Aircon's
newspaper ads of April 12 and 26, 1981 and a press release on
August 30, 1982 (Exhibits "E," "F" and "L") also show that defendant
Jardine publicly represented Aircon to be its subsidiary.
Records from the Securities and Exchange Commission (SEC)
also reveal that as per Jardine's December 31, 1986 and 1985
Financial Statements that "The company acts as general manager of
its subsidiaries" (Exhibit "P"). Jardine's Consolidated Balance Sheet as
of December 31, 1979 filed with the SEC listed Aircon as its
subsidiary by owning 94.35% of Aircon (Exhibit "P-1"). Also, Aircon's
reportorial General Information Sheet as of April 1980 and April 1981
filed with the SEC show that Jardine was 94.34% owner of Aircon
(Exhibits "Q" and "R") and that out of seven members of the Board of
Directors of Aircon, four (4) are also of Jardine.
SEACTH

Defendant Jardine's witness, Atty. Fe delos Santos-Quiaoit

admitted that defendant Aircon, renamed Aircon & Refrigeration
Industries, Inc. "is one of the subsidiaries of Jardine Davies" (TSN,
September 22, 1995, p. 12). She also testified that Jardine nominated,
elected, and appointed the controlling majority of the Board of
Directors and the highest officers of Aircon (Ibid, pp. 10, 13-14).
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 The foregoing circumstances provide justifiable basis for this
Court to disregard the fiction of corporate entity and treat defendant
Aircon as part of the instrumentality of co-defendant Jardine. 12
The respondent court arrived at the same conclusion basing its ruling
on the following documents, to wit:
(a) Contract/Quotation #78-No. 80-1639 dated March 03,
1980 (Exh. D-1);
(b) Newspaper Advertisements (Exhs. E-1 and F-1);
(c) Letter dated March 26, 1981 of A.G. Morrison, President
of Aircon, to Atty. J.R. Blanco (Exh. J);
(d) News items of Bulletin Today dated August 30, 1982
(Exh. L);
(e) Balance Sheet of Jardine Davies, Inc. as of December 31,
1979 listing Aircon as one of its subsidiaries (Exh. P);
(f) Financial Statement of Aircon as of December 31, 1982
and 1981 (Exh. S);

(g) Financial Statement of Aircon as of December 31, 1981

(Exh. S-1). 13

Applying the doctrine of piercing the veil of corporate fiction, both the
respondent and trial courts conveniently held the petitioner liable for the
alleged omissions of Aircon, considering that the latter was its
instrumentality or corporate alter ego. The petitioner is now before us,
reiterating its defense of separateness, and the fact that it is not a party to
the contract. DcaSIH

We find merit in the petition.

It is an elementary and fundamental principle of corporation law that a
corporation is an artificial being invested by law with a personality separate
and distinct from its stockholders and from other corporations to which it
may be connected. While a corporation is allowed to exist solely for a lawful
purpose, the law will regard it as an association of persons or in case of two
corporations, merge them into one, when this corporate legal entity is used
as a cloak for fraud or illegality. 14 This is the doctrine of piercing the veil of
corporate fiction which applies only when such corporate fiction is used to
defeat public convenience, justify wrong, protect fraud or defend crime. 15
The rationale behind piercing a corporation's identity is to remove the
barrier between the corporation from the persons comprising it to thwart the
fraudulent and illegal schemes of those who use the corporate personality as
a shield for undertaking certain proscribed activities. 16
While it is true that Aircon is a subsidiary of the petitioner, it does not
necessarily follow that Aircon's corporate legal existence can just be
disregarded. In Velarde v. Lopez, Inc., 17 the Court categorically held that a
subsidiary has an independent and separate juridical personality, distinct
from that of its parent company; hence, any claim or suit against the latter
does not bind the former, and vice versa. In applying the doctrine, the
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 following requisites must be established: (1) control, not merely majority or
complete stock control; (2) such control must have been used by the
defendant to commit fraud or wrong, to perpetuate the violation of a
statutory or other positive legal duty, or dishonest acts in contravention of
plaintiff's legal rights; and (3) the aforesaid control and breach of duty must
proximately cause the injury or unjust loss complained of. 18
The records bear out that Aircon is a subsidiary of the petitioner only
because the latter acquired Aircon's majority of capital stock. It, however,
does not exercise complete control over Aircon; nowhere can it be gathered
that the petitioner manages the business affairs of Aircon. Indeed, no
management agreement exists between the petitioner and Aircon, and the
latter is an entirely different entity from the petitioner. 19
Jardine Davies, Inc., incorporated as early as June 28, 1946, 20 is
primarily a financial and trading company. Its Articles of Incorporation states
among many others that the purposes for which the said corporation was
formed, are as follows:
(a) To carry on the business of merchants, commission
merchants, brokers, factors, manufacturers, and agents;
(b) Upon complying with the requirements of law applicable
thereto, to act as agents of companies and underwriters doing and
engaging in any and all kinds of insurance business. 21
On the other hand, Aircon, incorporated on December 27, 1952, 22 is a
manufacturing firm. Its Articles of Incorporation states that its purpose is
mainly —
To carry on the business of manufacturers of commercial and
household appliances and accessories of any form, particularly to
manufacture, purchase, sell or deal in air conditioning and
refrigeration products of every class and description as well as
accessories and parts thereof, or other kindred articles; and to erect,
or buy, lease, manage, or otherwise acquire manufactories,
warehouses, and depots for manufacturing, assemblage, repair and
storing, buying, selling, and dealing in the aforesaid appliances,
accessories and products. . . . 23
The existence of interlocking directors, corporate officers and
shareholders, which the respondent court considered, is not enough
justification to pierce the veil of corporate fiction, in the absence of fraud or
other public policy considerations. 24 But even when there is dominance over
the affairs of the subsidiary, the doctrine of piercing the veil of corporate
fiction applies only when such fiction is used to defeat public convenience,
justify wrong, protect fraud or defend crime. 25 To warrant resort to this
extraordinary remedy, there must be proof that the corporation is being
used as a cloak or cover for fraud or illegality, or to work injustice. 26 Any
piercing of the corporate veil has to be done with caution. 27 The wrongdoing
must be clearly and convincingly established. It cannot just be presumed. 28
In the instant case, there is no evidence that Aircon was formed or
utilized with the intention of defrauding its creditors or evading its contracts
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 and obligations. There was nothing fraudulent in the acts of Aircon in this
case. Aircon, as a manufacturing firm of air conditioners, complied with its
obligation of providing two air conditioning units for the second floor of the
Blanco Center in good faith, pursuant to its contract with the respondent.
Unfortunately, the performance of the air conditioning units did not satisfy
the respondent despite several adjustments and corrective measures. In a
Letter 29 dated October 22, 1980, the respondent even conceded that
Fedders Air Conditioning USA has not yet perhaps perfected its technology of
rotary compressors, and agreed to change the compressors with the semi-
hermetic type. Thus, Aircon substituted the units with serviceable ones
which delivered the cooling temperature needed for the law office. After
enjoying ten (10) years of its cooling power, respondent cannot now
complain about the performance of these units, nor can it demand a
replacement thereof.
Moreover, it was reversible error to award the respondent the amount
of P556,551.55 representing the alleged 30% unsaved electricity costs and
P185,951.67 as maintenance cost without showing any basis for such award.
To justify a grant of actual or compensatory damages, it is necessary to
prove with a reasonable degree of certainty, premised upon competent proof
and on the best evidence obtainable by the injured party, the actual amount
of loss. 30 The respondent merely based its cause of action on Aircon's
alleged representation that Fedders air conditioners with rotary compressors
can save as much as 30% on electricity compared to other brands. Offered
in evidence were newspaper advertisements published on April 12 and 26,
1981. The respondent then recorded its electricity consumption from
October 21, 1981 up to April 3, 1995 and computed 30% thereof, which
amounted to P556,551.55. The Court rules that this amount is highly
speculative and merely hypothetical, and for which the petitioner can not be
held accountable.
First. The respondent merely relied on the newspaper advertisements
showing the Fedders window-type air conditioners, which are far different
from the big capacity air conditioning units installed at Blanco Center.
Second. After such print advertisements, the respondent informed
Aircon that it was going to install an electric meter to register its electric
consumption so as to determine the electric costs not saved by the presently
installed units with semi-hermetic compressors. Contrary to the allegations
of the respondent that this was in pursuance to their Revised Agreement, no
proof was adduced that Aircon agreed to the respondent's proposition. It was
a unilateral act on the part of the respondent, which Aircon did not oblige or
commit itself to pay.
Third. Needless to state, the amounts computed are mere estimates
representing the respondent's self-serving claim of unsaved electricity cost,
which is too speculative and conjectural to merit consideration. No other
proofs, reports or bases of comparison showing that Fedders Air
Conditioning USA could indeed cut down electricity cost by 30% were
adduced.

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 Likewise, there is no basis for the award of P185,951.67 representing
maintenance cost. The respondent merely submitted a schedule 31 prepared
by the respondent's accountant, listing the alleged repair costs from March
1987 up to June 1994. Such evidence is self-serving and can not also be
given probative weight, considering that there are no proofs of receipts,
vouchers, etc., which would substantiate the amounts paid for such services.
Absent any more convincing proof, the Court finds that the respondent's
claims are without basis, and cannot, therefore, be awarded.
We sustain the petitioner's separateness from that of Aircon in this
case. It bears stressing that the petitioner was never a party to the contract.
Privity of contracts take effect only between parties, their successors-in-
interest, heirs and assigns. 32 The petitioner, which has a separate and
distinct legal personality from that of Aircon, cannot, therefore, be held
liable.
IN VIEW OF THE FOREGOING, the petition is GRANTED. The assailed
decision of the Court of Appeals, affirming the decision of the Regional Trial
Court is REVERSED and SET ASIDE. The complaint of the respondent is
DISMISSED. Costs against the respondent.
SO ORDERED.
Puno, Austria-Martinez, Tinga and Chico-Nazario, JJ., concur.

Footnotes

1. Penned by Associate Justice Demetrio G. Demetria, with Associate Justices

Ramon A. Mabutas, Jr. (retired) and Jose L. Sabio, Jr., concurring.

2. Exhibit "D," Records, p. 223.

3. (Kcal) kilocalories, (BTUH) British Thermal Units, TSN, 26 July 1995, p. 13.
4. Exhibit "J," Records, p. 233.
5. Exhibit "V," Records, p. 321.
6. Records, p. 1.

7. Records, pp. 8-9.

8. Exhibit "T," Records, p. 318.

9. Records, p. 77.

10. Records, p. 536.

11. Rollo , p. 17.
12. Records, pp. 534-535.
13. Rollo , p. 39.
14. Development Bank of the Philippines v. Court of Appeals, G.R. No. 126200,
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 16 August 2001, 363 SCRA, 307, citing Yutivo Sons Hardware v. Court of Tax
Appeals, 1 SCRA 160 (1961).
15. Id. at 319.
16. Velarde v. Lopez, Inc. , G.R. No. 153886, 14 January 2004, 419 SCRA 422.
17. Ibid.
18. Id. at 431.
19. TSN, 22 September 1995, p. 13.

20. Exhibit "6," Records, p. 391.

21. Exhibit "6-A," Records, p. 402.
22. Records, p. 420.
23. Exhibit "7-B," Records, p. 414.
24. Velarde v. Lopez, Inc. supra .
25. Reynoso IV v. Court of Appeals, G.R. Nos. 116124-25, 22 November 2000,
345 SCRA 335.

26. Gala vs. Ellice Agro-Industrial Corporation, G.R. No. 156819, 11 December
2003, 418 SCRA 431.
27. Reynoso IV v. Court of Appeals, supra.
28. DBP v. CA, supra.
29. Exhibit "G." Records, pp. 229-230.

30. Integrated Packaging Corporation v. Court of Appeals, G.R. No. 115117, 8

June 2000, 333 SCRA 170.

31. Exhibit "U," Records, p. 319.

32. Josefa v. Zhandong Trading Corporation, G.R. No. 150903, 8 December
2003, 417 SCRA 269.

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