Facts:: 1. Delpher Trades Corp. v. IAC, 157 SCRA 349

1. Delpher Trades Corp. v.
IAC, 157 SCRA 349

FACTS:
Delfin Pacheco and his sister, Pelagia Pacheco, were the owners of 27,169 square meters
of real estate which is the subject controversy in this case. As co-owners, they leased to
Construction Components International Inc. the same property and providing that during the
existence or after the term of this lease the lessor should he decide to sell the property leased
shall first offer the same to the lessee and the letter has the priority to buy under similar
conditions. However, lessee Construction Components International, Inc. assigned its rights and
obligations under the contract of lease in favor of Hydro Pipes Philippines, Inc. with the signed
conformity and consent of lessors. Subsquently, a deed of exchange was executed between
lessors and Delpher Trades Corporation whereby the former conveyed to the latter the leased
property together with another parcel of land for 2,500 shares of stock of defendant corporation
with a total value of P1,500,000.00.
On the ground that it was not given the first option to buy the leased property pursuant to
the proviso in the lease agreement, respondent Hydro Pipes Philippines, Inc., filed an amended
complaint for reconveyance of the parcel of land in its favor under conditions similar to those
whereby Delpher acquired the property from lessors.
Petitioner Delpher contend that there was actually no transfer of ownership of the subject
parcel of land since the Pachecos remained in control of the property, and that there was no
transfer of actual ownership interests over the land when the same was transferred to petitioner
corporation in exchange for the latter's shares of stock. The transfer of ownership, if anything,
was merely in form but not in substance. In reality, Delpher is a mere alter ego or conduit of the
Pacheco co-owners; hence the corporation and the co-owners should be deemed to be the same,
there being in substance and in effect an Identity of interest.
Respondent Hydro argues that Delpher is a corporate entity separate and distinct from the
Pachecos. It maintains that there was actual transfer of ownership interests over the leased
property when the same was transferred to Delpher Trades Corporation in exchange for the
latter's shares of stock.
Court of First Instance ruled in favour of plaintiff, in turn decision was affirmed by IAC.
ISSUE:
Whether or not, Delpher Trades Corp. is an alter ego or it is a corporate entity separate
and distinct from the Pacheco co – owners.
RULING:
Delpher is an alter ego or business conduit. There was no attempt to state the true or
current market value of the real estate. Land valued at P300.00 a square meter was turned over to
the family's corporation for only P14.00 a square meter. It is to be stressed that by their
ownership of the 2,500 no par shares of stock, the Pachecos have control of the corporation.
Their equity capital is 55% as against 45% of the other stockholders, who also belong to the
same family group.
In effect, the Delpher Trades Corporation is a business conduit of the Pachecos. What
they really did was to invest their properties and change the nature of their ownership from
unincorporated to incorporated form by organizing Delpher Trades Corporation to take control of
their properties and at the same time save on inheritance taxes.
The records do not point to anything wrong or objectionable about this "estate planning"
scheme resorted to by the Pachecos. "The legal right of a taxpayer to decrease the amount of
what otherwise could be his taxes or altogether avoid them, by means which the law permits,
cannot be doubted." The "Deed of Exchange" of property between the Pachecos and Delpher
Trades Corporation cannot be considered a contract of sale. There was no transfer of actual
ownership interests by the Pachecos to a third party. The Pacheco family merely changed their
ownership from one form to another. The ownership remained in the same hands. Hence, the
private respondent has no basis for its claim of a light of first refusal under the lease contract.

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IAC, 157 SCRA 349

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