5/3/2021 E-Library - Information At Your Fingertips: Printer Friendly which respondent failed to establish in the instant case. Assuming for the sake of argument that an oral consultancy agreement has been perfected between the parties, respondent Lirag could not still claim fees on the project that has not been awarded to Marubeni. If respondent’s contentions were to be taken as truth, he would be entitled to 6% consulting fee based on the total cost of the projects obtained,[26] or on success basis. [27] However, even respondent admitted that the Bureau of Post project was not awarded to Marubeni, but to Sanritsu.[28] Marubeni did not even join the bidding for the Bureau of Post project. Respondent could not claim from Sanritsu because of the absence of any agreement between him and the latter. When asked to clarify whether he has an existing consultancy agreement with Sanritsu, respondent answered in the negative, thus: “COURT: One clarificatory questionDo you have any consultancy service contract with Marubeni/San Ritsu – do you have? A: No, sir. I have only Consultancy Agreement on verbal basis with Marubeni.”[29] Hence, how could he be entitled to the 6% commission, when it was not his client who won in the bidding? Respondent tried to justify his commission of roughly about P6,000,000.00 in the guise that Marubeni and Sanritsu are sister corporations, thereby implying the need to pierce the veil of corporate fiction. Respondent claimed that Marubeni as the supplier and real contractor of the project hired and sub-contracted the project to Sanritsu. We believe that this line of reasoning is too far-fetched. Not because two foreign companies came from the same country and closely worked together on certain projects would the conclusion arise that one was the conduit of the other, thus piercing the veil of corporate fiction. To disregard the separate juridical personality of a corporation, the wrongdoing must be clearly and convincingly established. It cannot be presumed. The separate personality of the corporation may be disregarded only when the corporation is used as a cloak or cover for fraud or illegality, or to work injustice, or where necessary for the protection of creditors.[30] We could not just rely on respondent’s testimony regarding the existence of the “Marubeni-Sanritsu tandem” to justify his claim for payment of commission. This conclusion is too conjectural to be believed. https://elibrary.judiciary.gov.ph/thebookshelf/showdocsfriendly/1/52501 5/10