G.R. No. 164326 , October 17, 2008
SEAOIL PETROLEUM CORPORATION, petitioner, vs. AUTOCORP GROUP and PAUL Y. RODRIGUEZ, respondents.

FACTS

On September 24, 1994, Seaoil Petroleum Corporation, represented by its president Francis Yu, purchased one unit of ROBEX 200 LC Excavator from Autocorp Group for ₱3,112,519.94, payable in 12 monthly installments. The sales agreement was embodied in a Vehicle Sales Invoice and Vehicle Sales Confirmation, which stipulated that ownership would remain with Autocorp until full payment. Seaoil issued 12 postdated checks to Autocorp. The excavator was delivered on September 26, 1994. The first two checks were honored, but Seaoil stopped payment on the remaining ten checks. Autocorp filed a complaint for recovery of personal property with damages and replevin.
Seaoil defended by claiming the transaction was part of a settlement of an obligation between two foreign entities: Uniline Asia (owned by Paul Rodriguez, who was also a stockholder/director of Autocorp) owed money to Focus Point International, Inc. (owned by Francis Yu). Seaoil alleged that the excavator was conveyed to Focus as payment, and the checks Seaoil issued were to be funded by checks from Rodriguez/Uniline. Seaoil claimed Rodriguez stopped payment on his checks, prompting Seaoil to do the same. Seaoil filed a third-party complaint against Rodriguez.
The Regional Trial Court ruled in favor of Autocorp, ordering Seaoil to pay the balance plus interest and attorney’s fees, and dismissed the third-party complaint. The Court of Appeals affirmed the decision.

ISSUE

1. Whether the Court of Appeals erred in applying the parol evidence rule.
2. Whether the Court of Appeals gravely erred in its judgment based on a misapprehension of facts.
3. Whether the dismissal of the third-party complaint would have the legal effect of res judicata.
4. Whether the lower courts should have pierced the corporate veil.

RULING

The Supreme Court denied the petition and sustained the rulings of the lower courts.
1. On the Parol Evidence Rule: The Court held that the parol evidence rule applies. The terms of the written sales invoice are clear and conclusive as to the contract of sale between Seaoil and Autocorp. Seaoil’s claim of a different verbal agreement to vary the terms of the written contract is inadmissible. The exceptions to the parol evidence rule were not sufficiently proven. The Monte de Piedad checks presented by Seaoil were equivocal and did not establish a clear link to the alleged true transaction.
2. On Misapprehension of Facts: The Court found no fault in the trial court’s appreciation of facts, which are conclusive when affirmed by the Court of Appeals. Seaoil’s unsubstantiated testimony could not overcome the written agreement.
3. On the Third-Party Complaint: The dismissal of the third-party complaint does not constitute res judicata. The third-party claim did not arise out of the same transaction on which Autocorp’s claim was based. Seaoil’s claim against Rodriguez may be pursued in a separate action.
4. On Piercing the Corporate Veil: The Court held that the conditions for piercing the corporate veil were not present. Autocorp’s separate corporate personality cannot be disregarded merely because Rodriguez was a stockholder/director of both Autocorp and Uniline. There was no proof that Autocorp was used to perpetrate a fraud or that it was a mere alter ego. The legal fiction of separate corporate identity remains.