TANTONGCO vs. KAISAHAN NG MGA MANGGAGAWA, GR No.

L-13119
The present case is a petition for Certiorari and prohibition with prayer for the issuance of a writ of preliminary
injunction to prohibit the respondent Court of Industrial Relations from proceeding with the hearing of the contempt
proceedings.

 FACTS:

La Campana Starch Factory and La Campana Coffee Factory (La Campana for Brevity) are two separate entities run by a
single management under the leadership of Ramon Tantongco. Kaisahan ng mga Manggagawa sa La Campana (Kaisahan
for brevity), on the other hand, is a labor union with members from the two companies. Sometime in June, 1951,
representatives of Kaisahan approached the management of La Campana to demand higher wages and more benefits. A
deadlock ensued since none of the parties is willing to give concessions. The dispute was certified to the Court of
Industrial Relations (CIR). La Campana filed a motion to dismiss before the CIR claiming that the CIR has no jurisdiction
because only those from the coffee factory were presenting the demands there were only 14 employees in said factory.
This was done in light of the requirement that at least 31 employees should present the demands. The motion was
denied by the CIR. According to the CIR, the Kaisahan was the one that presented the demands and not just the workers
in the coffee factory. The Supreme Court affirmed the order of the CIR citing that although the two entities are separate,
there is only one management. The entire membership of the Kaisahan is therefore to be counted and not simply those
employed in the coffee factory. Additional incidental cases were filed by Kaisahan before the CIR including a petition for
the reinstatement of some employees. Ramon Tantongco died some time in 1956. The administrator of the estate of
Ramon Tantongco, herein petitioner Ricardo Tantongco, was ordered included as respondent in the cases pending
before the CIR. The CIR rendered a decision on the incidental cases and ordered the reinstatement of the dismissed
employees. When the employees reported to work, the management refused them admittance. Kaisahan then filed a
petition to cite the management in contempt before the CIR. Hence this petition.

CONTENTIONS

Petitioner: The two companies ceased to exist upon the death of Ramon Tantongco. The Supreme Court held in GR No.
L-5677 that La Campana and Ramon Tantongco are one based on the doctrine of piercing the veil of corporate existence.
Therefore, the death of Ramon Tantongco meant the death of La Campana. Since La Campana already ceased to exist,
the CIR no longer has jurisdiction over it. The claims should have been filed with the probate court.

Defendant: La Campana continues to exist despite the death of Ramon Tantongco. The CIR therefore has jurisdiction
when it rendered its decision on the incidental cases. The non-compliance by La Campana therefore amounted to
contempt of court.

 ISSUES:

 WON La Campana ceased to exist upon the death of Ramon Tantongco;

 WON the Doctrine of Piercing the Veil of Corporate Existence applies to the present case; and
 WON the contempt of court proceedings in the CIR should proceed.

 RULING:

The Supreme Court DENIED the Petition for Certiorari and Prohibition. It ruled that La Camapana continued to exist
despite the death of Ramon Tantongco. It further ruled that the Doctrine of Piercing the Veil of Corporate Existence is
not applicable in the present case. Finally, it allowed the CIR to proceed with the contempt hearing.

 Issue 1 and 2

The death of Ramon Tantongco did not end the existence of La Campana. The Supreme Court applied the Doctrine of
Piercing the Veil of Corporate Existence in GR no. L-5677 to avoid the use of technicality to defeat the jurisdiction of the
CIR. In the said case, the Court determined that although La Campana are two separate companies, they are being
managed by only one management. Furthermore, the workers of both factories were interchangeably assigned. In the
present case, however, the Court ruled that despite the obvious fact that La Campana was run by the same people, they
still are two different companies with separate personalities from Ramon Tantongco. La Campana was owned not only
by Ramon but others as well including Ricardo Tantongco. Lastly, the Court ruled that petitioner is under estoppel and
cannot claim that La Campana and Ramon are one and the same since he has represented La Campana as separate
entities in numerous dealings.

Issue 3 

Ricardo Tantongco should still face the contempt proceedings because under Section 6 of Commonwealth Act No. 143,
“In case the employer (or landlord) committing any such violation or contempt is an association or corporation, the
manager or the person who has the charge of the management of the business of the association or corporation and the
officers of directors thereof who have ordered or authorized the violation of contempt shall be liable. . . .” Since
Tantongco is the General Manager of La Campana, he is still obliged to appear at the contempt proceedings.

CRUZ VS. DALISAY, ADM. MATTER NO. R-181-P JULY 31, 1987
DOCTRINE: Commercial Law; Corporation. Piercing the veil of corporate entity; A corporation has a personality distinct
and separate from its individual stockholders or members; Sheriff usurped a power that belonged to the court when he
chose to “pierce the veil of corporate entity.”
 
FACTS:
In a sworn complaint, Adelio Cruz charged Quiterio Dalisay, Senior Deputy Sheriff of Manila, with “malfeasance in office,
corrupt practices and serious irregularities” allegedly committed as follows:

Respondent sheriff attached and/or levied the money belonging to complainant Cuz when he was not himself the
judgment debtor in the final judgment of NLRC NCR Case sought to be enforced but rather the company known as
“Qualitrans Limousine Service, Inc.” a duly registered corporation, and Respondent likewise caused the service of the
alias writ of execution UPON COMPLAINANT who is a resident of Pasay despite knowledge that his territorial jurisdiction
covers Manila only and does not extend to Pasay City.

In his comments, respondent Dalisay explained that when he garnished complainant’s cash deposit at the Philtrust bank,
he was merely performing a ministerial duty. While it is true that said writ was addressed to Qualitrans Limousine
Service Inc, yet it is also a fact that complainant had executed an affidavit before the Pasay City assistant fiscal stating
that he is the owner/ president of said corporation and because of that declaration, the counsel for the plaintiff in the
labor case advised him to serve notice of garnishment on the Philtrust bank.
 
ISSUE:
Whether or not the sheriff committed an act that pierced the veil of corporate entity of Qualitrans?

HELD: YES.

We hold that respondent’s actuation in enforcing a judgment against complainant who is not the judgment in the case
calls for disciplinary action. Considering the ministerial nature of his duty in enforcing writs of execution, what is
incumbent upon him is to ensure that only that portion of a decision ordained or decreed in the dispositive part should
be the subject of execution. No more, no less.

 The tenor of the NLRC judgment and the implementing writ is clear enough. It directed Qualitrans Limousine Service Inc
to reinstate the discharged employees and pay them full backwages. Respondent however, chose to “pierce the veil of
corporate entity” usurping a power belonging to the court and assumed improvidently that since the complainant is the
owner/president of Qualitrans Limousine Service, Inc. they are one and the same.

It is a well-settled doctrine both in law and in equity that as a legal entity, a corporation has a personality distinct and
separate  from its individual stockholders or members. The mere fact that one is president of a corporation does not
render the property he owns or possesses the property of the corporation, since the president, as individual, and the
corporation are separate entities.
ACCORDINGLY, we find Respondent Deputy Sheriff Dalisay NEGLIGENT in the enforcement of the writ of execution in
NLRC Case no. 8-12389-91; and a fine equivalent to 3 months salary is hereby imposed with a stern warning that the
commission of the same or similar offense in the future will merit a heavier penalty.

NASECO GUARDS ASSOCIATION-PEMA vs. NATIONAL SERVICE CORPORATION, GR NO. 165442

FACTS:
Respondent National Service Corporation (NASECO) is a wholly-owned subsidiary of the PNB organized under the
Corporation Code in 1975.  It supplies security and manpower services to different clients such as the SEC, PDIC, Food
Terminal Incorporated, Forex Corporation and PNB.  Petitioner NASECO Guards Association-PEMA (NAGA-PEMA) is the
collective bargaining representative of the regular rank and file security guards of respondent.  NASECO Employees
Union-PEMA (NEMU-PEMA) is the collective bargaining representative of the regular rank and file (non-security)
employees of respondent such as messengers, janitors, typists, clerks and radio-telephone operators.

On June 8, 1995, petitioner and respondent agreed to sign a CBA on non-economic terms. On  September 24, 1996,
petitioner filed a notice of strike because of respondent’s refusal to bargain for economic benefits in the CBA.  Following
conciliation hearings, the parties again commenced CBA negotiations and started to resolve the issues on wage increase,
productivity bonus, incentive bonus, allowances, and other benefits but failed to reach an agreement.

Meanwhile, respondent and NEMU-PEMA entered into a CBA on non-economic terms.  Unfortunately, a dispute among
the leaders of NEMU-PEMA arose and at a certain point, leadership of the organization was unclear.  Hence, the
negotiations concerning the economic terms of the CBA were put on hold until the internal dispute could be resolved.

On April 29, 1997, petitioner filed a notice of strike before the NCMB against respondent and PNB due to a bargaining
deadlock.  The following day, NEMU-PEMA likewise filed a notice of strike against respondent and PNB on the ground of
ULP.  Efforts by the NCMB to conciliate failed. DOLE Secretary assumed jurisdiction over the strike notices. DOLE
Secretary issued a Resolution directing petitioner and respondent to execute a new CBA incorporating therein his
dispositions regarding benefits of the employees. The charge of ULP against respondent and PNB was dismissed.

Respondent filed a petition for certiorari before the CA questioning the DOLE Secretary’s order. CA partly granted the
petition and ruled that a recomputation and reevaluation of the benefits awarded was in order. Petitioner was not in
favor with the result of the recomputation. Hence this petition.

ISSUE:
WON PNB, being the undisputed owner of and exercising control over respondent, should be made liable to pay the CBA
benefits awarded to the petitioner.

RULING:
Petitioner argues that the CA erred in stating that respondent was a company operating at a loss and therefore cannot
be expected to act generously and confer upon its employees additional benefits exceeding what is mandated by law.   It
is the petitioner’s position that based on the “no loss, no profit” policy of respondent with PNB, respondent in truth has
no “pocket” of its own and is, in effect, 1 and the same with PNB with regard to financial gains and/or liabilities.   Thus,
petitioners contend that the CBA benefits should be shouldered by PNB considering the poor financial condition of
respondent.

What the petitioner is asking this Court to do is to pierce the veil of corporate fiction of respondent and hold PNB (being
the mother company) liable for the CBA benefits. In Concept Builders, Inc. v. NLRC, we explained the doctrine of piercing
the corporate veil, as follows:

It is a fundamental principle of corporation law that a corporation is an entity separate and distinct from its stockholders
and from other corporations to which it may be connected. But, this separate and distinct personality of a corporation is
merely a fiction created by law for convenience and to promote justice. So, when the notion of separate juridical
personality is used to defeat public convenience, justify wrong, protect fraud or defend crime, or is used as a device to
defeat the labor laws, this separate personality of the corporation may be disregarded or the veil of corporate fiction
pierced. This is true likewise when the corporation is merely an adjunct, a business conduit or an alter ego of another
corporation.

Also in Pantranco Employees Association (PEA-PTGWO) v. NLRC, this Court ruled:

            Whether the separate personality of the corporation should be pierced hinges on obtaining facts appropriately
pleaded or proved. However, any piercing of the corporate veil has to be done with caution, albeit the Court will not
hesitate to disregard the corporate veil when it is misused or when necessary in the interest of justice. After all, the
concept of corporate entity was not meant to promote unfair objectives.

Applying the doctrine to the case at bar, we find no reason to pierce the corporate veil of respondent and go beyond its
legal personality.  Control, by itself, does not mean that the controlled corporation is a mere instrumentality or a
business conduit of the mother company. Even control over the financial and operational concerns of a subsidiary
company does not by itself call for disregarding its corporate fiction. There must be a perpetuation of fraud behind the
control or at least a fraudulent or illegal purpose behind the control in order to justify piercing the veil of corporate
fiction.  Such fraudulent intent is lacking in this case.

There is no showing that such “no loss, no profit” scheme between respondent and PNB was implemented to defeat
public convenience, justify wrong, protect fraud or defend crime, or is used as a device to defeat the labor laws, nor
does the scheme show that respondent is a mere business conduit or alter ego of PNB.  Absent proof of these
circumstances, respondent’s corporate personality cannot be pierced.

It is apparent that petitioner wants the Court to disregard the corporate personality of respondent and directly go after
PNB in order for it to collect the CBA benefits.  On the same breath, however, petitioner argues that ultimately it is PNB,
by virtue of the “no loss, no profit” scheme, which shoulders and provides the funds for financial liabilities of respondent
including wages and benefits of employees.  If such scheme was indeed true as the petitioner presents it, then there was
absolutely no need to pierce the veil of corporate fiction of respondent.  

WHEREFORE, the petition is PARTLY GRANTED.

PACIFIC REHAUS CORPORATION vs. CA, GR NO. 199687

FACTS
A complaint was instituted with the Makati City Regional Trial Court (RTC), Branch 66, against EIB Securities Inc. (E–
Securities) for unauthorized sale of 32,180,000 DMCI shares of Pacific Rehouse Corporation, Pacific Concorde
Corporation, Mizpah Holdings, Inc., Forum Holdings Corporation, and East Asia Oil Company, Inc. In its October 18, 2005
Resolution, the RTC rendered judgment on the pleadings, directing the E–Securities to return to the petitioners
32,180,000 DMCI shares, as of judicial demand. On the other hand, petitioners are directed to reimburse the defendant
the amount of [P]10,942,200.00, representing the buy back price of the 60,790,000 KPP shares of stocks at [P]0.18 per
share. The Resolution was ultimately affirmed by the Supreme Court and attained finality.
When the Writ of Execution was returned unsatisfied, petitioners moved for the issuance of an  alias writ of execution to
hold Export and Industry Bank, Inc. liable for the judgment obligation as E–Securities is “a wholly–owned controlled and
dominated subsidiary of Export and Industry Bank, Inc., and is[,] thus[,] a mere alter ego and business conduit of the
latter. E–Securities opposed the motion[,] arguing that it has a corporate personality that is separate and distinct from
the respondent.
The RTC eventually concluded that E–Securities is a mere business conduit or alter ego of petitioner, the dominant
parent corporation, which justifies piercing of the veil of corporate fiction, and issued an alias writ of summons directing
defendant EIB Securities, Inc., and/or Export and Industry Bank, Inc., to fully comply therewith. It ratiocinated that being
one and the same entity in the eyes of the law, the service of summons upon EIB Securities, Inc. (E–Securities) has
bestowed jurisdiction over both the parent and wholly–owned subsidiary.
Export and Industry Bank, Inc. (Export Bank) filed before the Court of Appeals a petition for  certiorari with prayer for the
issuance of a temporary restraining order (TRO) seeking the nullification of the RTC Order. The Court of Appeals reversed
the RTC Order and explained that the alter ego theory cannot be sustained because ownership of a subsidiary by the
parent company is not enough justification to pierce the veil of corporate fiction. There must be proof, apart from mere
ownership, that Export Bank exploited or misused the corporate fiction of E–Securities. The existence of interlocking
incorporators, directors and officers between the two corporations is not a conclusive indication that they are one and
the same. The records also do not show that Export Bank has complete control over the business policies, affairs and/or
transactions of E–Securities. It was solely E–Securities that contracted the obligation in furtherance of its legitimate
corporate purpose; thus, any fall out must be confined within its limited liability.
ISSUE
Whether or not E-Securities is merely an alter ego of Export Bank so that “piercing the veil of corporate fiction” is
proper.
RULING
NO. An alter ego exists where one corporation is so organized and controlled and its affairs are conducted so that it is, in
fact, a mere instrumentality or adjunct of the other. The control necessary to invoke the alter ego doctrine is not
majority or even complete stock control but such domination of finances, policies and practices that the controlled
corporation has, so to speak, no separate mind, will or existence of its own, and is but a conduit for its principal.
The Court has laid down a three–pronged control test to establish when the alter ego doctrine should be operative:
Control, not mere majority or complete stock control, but complete domination, not only of finances but of policy and
business practice in respect to the transaction attacked so that the corporate entity as to this transaction had at the time
no separate mind, will or existence of its own;
Such control must have been used by the defendant to commit fraud or wrong, to perpetuate the violation of a
statutory or other positive legal duty, or dishonest and unjust act in contravention of plaintiff’s legal right; and
The aforesaid control and breach of duty must [have] proximately caused the injury or unjust loss complained of.
The absence of any one of these elements prevents ‘piercing the corporate veil’ in applying the ‘instrumentality’ or ‘alter
ego’ doctrine, the courts are concerned with reality and not form, with how the corporation operated and the individual
defendant’s relationship to that operation. Hence, all three elements should concur for the alter ego doctrine to be
applicable.
In this case, the alleged control exercised by Export Bank upon its subsidiary E–Securities, by itself, does not mean that
the controlled corporation is a mere instrumentality or a business conduit of the mother company. Even control over the
financial and operational concerns of a subsidiary company does not by itself call for disregarding its corporate fiction.
There must be a perpetuation of fraud behind the control or at least a fraudulent or illegal purpose behind the control in
order to justify piercing the veil of corporate fiction. Such fraudulent intent is lacking in this case.
While the courts have been granted the colossal authority to wield the sword which pierces through the veil of
corporate fiction, concomitant to the exercise of this power, is the responsibility to uphold the doctrine of separate
entity, when rightly so; as it has for so long encouraged businessmen to enter into economic endeavors fraught with
risks and where only a few dared to venture.
The decision of the Court of Appeals in favor of Export Bank (reversing the RTC Order) is affirmed.
KUKAN INTERNATIONAL CORPORATION vs. REYES, G.R. NO. 182729
FACTS:
Private respondent Romeo M. Morales doing business under the name RM Morales Trophies and Plaques was awarded
a P5 million contract for the supply and installation of signages in a building constructed in Makati sometime in March
1998. The contract price was later reduced to P3,388,502 because some items were deleted from the contract. Morales
complied with his contractual obligations, but he was paid only the amount of P1,976,371.07 leaving a balance of
P1,412,130.93. He filed a case against Kukan, Inc., for sum of money with the RTC of Manila docketed as Civil Case No.
99-93173. Kukan Inc., stopped participating in the proceedings in November 2000, hence, it was declared in default and
Morales presented his evidence ex-parte against petitioner.

On November 28, 2002, the RTC rendered a decision in favor of Morales and against Kunkan, Inc. ordering the latter to
pay the sum of P1,201,724.00 with legal interest of 12% per annum until fully paid; P50,000.00 as moral
damages,P20,000.00 as attorney's fees and P7,960.06 as litigation expenses. The counterclaim filed by Kunkan, Inc. was
dismissed. The decision became final and executory During the execution, the sheriff levied the personal properties
found at the office of Kukan, Inc.. Claiming it owned the properties levied, Kukan International Corporation (KIC) fied an
Affidavit of Third-Party Claim. Morales filed an Omnibus Motion praying to apply the principle of piercing the veil of
corporate entity. He alleged that Kankun, Inc. and KIC are one and the same corporation His Motion was denied. On
Motion of Morales the presiding Judge of Branch 17 of RTC Manila inhibited himself from hearing the case. It was raffled
to Branch 21 which granted the Motion filed by Morales on March 12, 2007 and decreed that Kukan, Inc. and Kukan
International Inc., as one and the same corporation; that the levy made on the properties of KIC is valid; and ordering
Kunkan International Corp. and Michael Chan as jointly and severally liable to pay the award pursuant to the Decision
dated November 28, 2002. KIC filed a Motion for Reconsideration which was denied. KIC brought the case to the Court
of Appeals which rendered the Decision n January 23, 2008 denying KIC's petition. The CA also denied its Motion for
Reconsideration in the Resolution dated June 7, 2007. Hence, this case.

ISSUE/S:
One of the issues raised is whether or not the trial court and the appellate court correctly applied the principle of
piercing the veil of corporate entity.

HELD:
The Supreme Court ruled that the doctrine of piercing the veil of corporate entity finds no application in this case.
According to the Supreme Court, the principle of piercing the veil of corporate entity and the resulting treatment of two
related corporation as one and the same juridical person applies only to established liability and not to confer
jurisdiction. In this case, the Supreme Court ruled that KIC was not made a party defendant in Civil Case No. 99-93173. It
entered a special but not a voluntary appearance in the trial court to assert that it was a separate entity and has a
separate legal personality from Kunkan, Inc. KIC was not impleaded nor served with summons. Hence, it could only
assert its claim through the affidavits, comments and motions filed by special appearance before the RTC that it is a
separate juridical entity. The Supreme stated that the doctrine of piercing the veil of corporate entity comes to play
during the trial of the case after the court has already acquired jurisdiction over the corporation. To justify the piercing
of the veil of corporate fiction, it must be shown by clear and convincing proof that the separate and distinct personality
of the corporation was purposely employed to evade a legitimate and binding commitment and perpetuate a fraud or
like a wrongdoing. In those instances when the Court pierced the veil of corporate fiction of two corporations, there was
a confluence of the following factors:

1. A first corporation is dissolved;

2. The assets of the first corporation is transferred to a second corporation to avoid a financial liability of the first
corporation; and
3. Both corporations are owned and controlled by the same persons such that the second corporation should be
considered as a continuation and successor of the first corporation.

In this case, the second and third factors are conspicuously absent. There is, therefore, no compelling justification for
disregarding the fiction of corporate entity separating Kukan, Inc. from KIC. In applying the principle, both the RTC and
the CA miserably failed to identify the presence of the abovementioned factors. The High Court stated that neither
should the level of paid-up capital of Kukan, Inc. upon its incorporation be viewed as a badge of fraud, for it is in
compliance with Sec. 13 of the Corporation Code, which only requires a minimum paid-up capital of PhP 5,000. The
suggestion that KIC is but a continuation and successor of Kukan, Inc., owned and controlled as they are by the same
stockholders, stands without factual basis. The fact that Michael Chan, a.k.a. Chan Kai Kit, owns 40% of the outstanding
capital stock of both corporations standing alone, is insufficient to establish identity. There must be at least a substantial
identity of stockholders for both corporations in order to consider this factor to be constitutive of corporate identity.

Petition granted.

PNB vs. HYDRO RESOURCES CONTRACTORS CORPORATION, GR NO. 167530

FACTS:
Sometime in 1984, petitioners DBP and PNB foreclosed on certain mortgages made on the properties of Marinduque
Mining and Industrial Corporation (MMIC). As a result of the foreclosure, DBP and PNB acquired substantially all the
assets of MMIC and resumed the business operations of the defunct MMIC by organizing NMIC.7 DBP and PNB owned
57% and 43% of the shares of NMIC, respectively, except for five qualifying shares. As of September 1984, the members
of the Board of Directors of NMIC, namely, Jose Tengco, Jr., Rolando Zosa, Ruben Ancheta, Geraldo Agulto, and Faustino
Agbada, were either from DBP or PNB.

Subsequently, NMIC engaged the services of Hercon, Inc., for NMIC’s Mine Stripping and Road Construction Program in
1985 for a total contract price of P35,770,120. After computing the payments already made by NMIC under the program
and crediting the NMIC’s receivables from Hercon, Inc., the latter found that NMIC still has an unpaid balance of
P8,370,934.74.10 Hercon, Inc. made several demands on NMIC, including a letter of final demand dated August 12,
1986, and when these were not heeded, a complaint for sum of money was filed in the RTC of Makati, Branch 136
seeking to hold petitioners NMIC, DBP, and PNB solidarily liable for the amount owing Hercon, Inc.

Subsequent to the filing of the complaint, Hercon, Inc. was acquired by HRCC in a merger.

Thereafter, on December 8, 1986, then President Corazon C. Aquino issued Proclamation No. 50 creating the APT for the
expeditious disposition and privatization of certain government corporations and/or the assets thereof. Pursuant to the
said Proclamation, on February 27, 1987, DBP and PNB executed their respective deeds of transfer in favor of the
National Government assigning, transferring and conveying certain assets and liabilities, including their respective stakes
in NMIC. In turn and on even date, the National Government transferred the said assets and liabilities to the APT as
trustee under a Trust Agreement.

ISSUE:

Whether or not there is sufficient ground to pierce the veil of corporate fiction of NMIC and held DBP and PNB solidarily
liable with NMIC?

RULING:

No.

From all indications, it appears that NMIC is a mere adjunct, business conduit or alter ego of both DBP and PNB. Thus,
the DBP and PNB are jointly and severally liable with NMIC for the latter’s unpaid obligations to plaintiff. Then concluded
that, "in keeping with the concept of justice and fair play," the corporate veil of NMIC should be pierced. For to treat
NMIC as a separate legal entity from DBP and PNB for the purpose of securing beneficial contracts, and then using such
separate entity to evade the payment of a just debt, would be the height of injustice and iniquity. Surely that could not
have been the intendment of the law with respect to corporations. The doctrine of piercing the corporate veil applies
only in three (3) basic areas, namely: 1) defeat of public convenience as when the corporate fiction is used as a vehicle
for the evasion of an existing obligation; 2) fraud cases or when the corporate entity is used to justify a wrong, protect
fraud, or defend a crime; or 3) alter ego cases, where a corporation is merely a farce since it is a mere alter ego or
business conduit of a person, or where the corporation is so organized and controlled and its affairs are so conducted as
to make it merely an instrumentality, agency, conduit or adjunct of another corporation.