G.R. No.

L-17618

COMMISSIONER OF INTERNAL REVENUE, petitioner, vs.

NORTON HARRISON COMPANY, respondent.

August 31, 1964

Facts:
Norton & Harrison Co. entered into an agency agreement with Jackbilt. Norton was made the
sole and exclusive distributor of concrete blocks manufactured by Jackbilt. Under this
agreement, whenever an order for concrete blocks was received by the Norton, the order was
transmitted to Jackbilt which delivered the merchandise directly to the customer. Customers pay
Norton, which in turn pays Jackbilt a smaller amount to realise a profit. Jackbilt recorded the
transaction as a sale to Norton.

Five years later the agency agreement between the two corporations was terminated and a
management agreement between the parties was entered into. Under the new set up Norton
would sell concrete blocks for Jackbilt, for a fixed monthly management fee.

During the existence of the distribution or agency agreement, Norton & Harrison acquired by
purchase all the outstanding shares of stock of Jackbilt.

The Commissioner of Internal Revenue, after conducting an investigation, assessed Norton for
deficiency sales tax and surcharges in the amount of P32,662.99. The basis of the assessment
was the sales of Norton to the public. Commissioner considered the sale of Norton to the public
as the original sale and not the transaction from Jackbilt.

Norton and Harrison did not conform with the assessment and the matter was brought to the
Court of Tax Appeals which relieved Norton and Harrison of liability under the assessment. CTA
ruled that the deficiency sales tax should have been assessed against JACKBILT and not
against petitioner which merely acted as the former's agent.

CIR appealed to SC contending that since Jackbilt was owned and controlled by Norton &
Harrison, the corporate personality of the former (Jackbilt) should be disregarded for sales tax
purposes, and the sale of Jackbilt blocks by petitioner to the public must be considered as the
original sales from which the sales tax should be computed. Norton contended otherwise — that
is, the transaction subject to tax is the sale from Jackbilt to Norton.

Issues: WON the acquisition of all the stocks of the Jackbilt by the Norton & Harrison Co.,
merged the two corporations into a single corporation.

WON the basis of the computation of the deficiency sales tax should be the sale of the blocks to
the public and not to Norton.

Held: No. It has been settled that the ownership of all the stocks of a corporation by another
corporation does not necessarily breed an identity of a corporate interest between the
companies and be considered as a sufficient ground for disregarding the distinct personalities.
SC found sufficient grounds to support the theory that the separate identities of the two
companies should be disregarded. Among these circumstances, which were not successfully
refuted by Norton are:

(a) Norton corporation (N) owned all the outstanding stocks of Jackbilt corporation (J)
(b) board of directors of N is constituted in such a way to enable it to actually direct and
manage J’s affairs by making the same officers of the board for both companies;
(c) Norton financed the operation of the other;
(d) Norton treats the other's employees as its own;
(e) compensation given to board members of J. corporation, who are also board
members and/or employees of N indicate that J is only a department of N; and
(f) the offices of both corporations are located in the same compound;

All lead to the conclusion that J corporation is merely an adjunct, business conduit or alter
ego of N corporation and that the action of separate and distinct corporate entities should be
disregarded. This is a case where the doctrine of piercing the veil of corporate fiction, should be
made to apply.

SC cited Liddell case stating that "where a corporation is a dummy, is unreal or a sham and
serves no business purpose and is intended only as a blind, the corporate form may be ignored
for the law cannot countenance a form that is bald and a mischievous fiction."

Norton will derive an advantage in maintaining a semblance of separate entities. If the income of
Norton would be considered separate from the income of Jackbilt, then each would declare
such earning separately for income tax purposes and thus pay lesser income tax. The combined
taxable Norton Jackbilt income would subject Norton to a higher tax.

SC reversed CTA’s decision and made Norton liable for the deficiency sales taxes assessed
against it by the Commissioner of Internal Revenue.