Sunday, October 16, 2016

When just is not just

When I read a passage that I cannot understand right away  my reading pace grinds to a halt. Am I just too dense? Or is it the sentence before me?

Take this paragraph on page 126 of Villanueva's Philippine Corporate Law, 2013 Edition:


The word "would" seems to be out of place. It should be transferred between "conclusion" and "arise" to make the sentence syntactically precise.

The sentence, without the name of the case, would become like this:
Just because two foreign companies came from the same country and closely worked together on certain projects the conclusion would arise that one was the conduit of the other that would allow piercing the veil of corporate fiction.
Still a little awkward towards the end of the sentence but grammatically alright. But if we do that, the paragraph will contradict the author's discussion in the previous pages. In which case the better thing to do is to read the jurisprudence and see if we can settle the issue.

Here's the passage from the ponencia of Justice Pardo:
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.
The passage from Villanueva, as revised, contradicts the position of Justice Pardo. So how do we modify Villanueva's passage to realign him with Justice Pardo?

Here's how a student of Legal Writing under Prof. Gallardo A. Escobar, Jr. would have re-written the paragraph:
Marubeni Corp. v. Lirag, held that just because two foreign companies came from the same country and closely worked together on certain projects the conclusion would not arise that one was the conduit of the other that would allow piercing the veil of corporate fiction.

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