G.R. No. 171736 & 181482; July 5, 2010
PENTACAPITAL INVESTMENT CORPORATION, Petitioner, vs. MAKILITO B. MAHINAY, Respondent.

FACTS

Petitioner Pentacapital Investment Corporation filed a complaint for a sum of money against respondent Makilito Mahinay based on two promissory notes. In his Answer, Mahinay denied the loans, claiming the notes were conditional and not intended as evidence of indebtedness. He also filed a compulsory counterclaim for damages. Mahinay later sought to file a Supplemental Compulsory Counterclaim, alleging a separate claim for a real estate sales commission against Pentacapital Realty Corporation, a subsidiary of the petitioner. He argued the corporate veil should be pierced, making the petitioner liable for its subsidiary’s obligation. The Regional Trial Court allowed the filing of this supplemental pleading.
The petitioner challenged this order via certiorari in the Court of Appeals (CA-G.R. SP No. 74851), arguing the supplemental claim was improper. The CA dismissed the petition, finding a logical relationship between the main claim and the counterclaim. Meanwhile, the main collection case proceeded. The RTC eventually dismissed both the petitioner’s complaint and Mahinay’s counterclaims, finding the promissory notes valid and Mahinay’s commission claim unsubstantiated. Mahinay appealed this dismissal (CA-G.R. CV No. 86939), but the CA affirmed the RTC decision. Both parties elevated their respective losses to the Supreme Court via these consolidated petitions.

ISSUE

The primary legal issue is whether the Court of Appeals erred in upholding the RTC’s allowance of Mahinay’s Supplemental Compulsory Counterclaim against the petitioner for an obligation allegedly incurred by its subsidiary, Pentacapital Realty Corporation.

RULING

The Supreme Court ruled in the negative and denied the petitions. The Court held that the allowance of the supplemental counterclaim was proper. A supplemental pleading sets forth transactions, occurrences, or events which have happened since the date of the pleading sought to be supplemented. The test of its sufficiency is whether it states a cause of action and whether it relates to the same transaction or occurrence as the original action. Here, Mahinay’s claim, while legally distinct, arose from the same series of transactions involving the Molino Properties and the parties’ business dealings. The Court found a logical connection, as both claims involved financial obligations within the Pentacapital group, making joinder permissible to avoid multiplicity of suits.
Regarding piercing the corporate veil, the Court clarified that the propriety of allowing the pleading is determined from its allegations, not the ultimate proof. Mahinay’s supplemental counterclaim sufficiently alleged that the petitioner and its subsidiary were one and the same entity, which was a matter of evidence to be threshed out during trial. The RTC and CA, after trial, correctly found that Mahinay failed to prove any fraud or alter ego justification to pierce the corporate veil. Consequently, while the supplemental pleading was properly admitted, the substantive claim based on it was correctly dismissed for lack of merit. The trial court’s dismissal of both the main complaint and the counterclaims was thus affirmed.