VASQUEZ VS. BORJA Vasquez was the acting manager of a corporation .

He was sued by de Borja for non-delivery of cavans of rice. Court ruled that it has not been alleged that Vasquez personally benefited and that he is invoking the legal fiction to avoid personal liability. There is no legal basis to hold him liable on the contract, either principally or subsidiarily. It is well known that a corporation is an artificial being invested by law with a personality of its own, separate and distinct from that of its stockholders and from that of its officers who manage and run its affairs. The mere fact that is personality is owing to a legal fiction and that it necessarily has to act thru its agents, does not make the latter personally liable on a contract duly entered into, or for an act lawfully performed by them, for an in its behalf. The legal fiction by which the personality of a corporation is created is a practical reality and necessity. Without it, no corporate entity may exist and no corporate busi ness may be efficiently transacted.

SAN JUAN STRUCTURAL INC VS. CA Wife entered into agreement with San Juan to sell property. Earnest money given but wife. Wife refused to give property to buyer. Lot was in the name of Motorich Corp. of which she was the treasurer. Court held that wife cannot bind the corporation since she was never authorized nor such sale ratified. A corporation is a juridical person separate and distinct from the stockholders. One of the advantages of a corporate form of business o rganization is the limitation of an investors liability to the amount of the investment, which flows from the legal theory that a corporate entity is separate and distinct from its stockholders. However, the statutorily granted privilege of a corporate veil may be used only for legitimate purposes. On equitable considerations, the veil can be disregarded when it is utilized as a shield: a. to commit fraud, illegality or inequity b. defeat public convenience c. confuse legitimate issues or d. serve as a mere alter ego or e. business conduit of a person or an instrumentality agency or adjunct of another corporation