THIRD DIVISION
|
PANTRANCO EMPLOYEES
ASSOCIATION (PEA-PTGWO) and PANTRANCO RETRENCHED EMPLOYEES ASSOCIATION
(PANREA), Petitioners, - versus - NATIONAL LABOR RELATIONS
COMMISSION (NLRC), PANTRANCO NORTH EXPRESS, INC. (PNEI), PHILIPPINE NATIONAL
BANK (PNB), PHILIPPINE NATIONAL BANK-MANAGEMENT AND DEVELOPMENT CORPORATION
(PNB-MADECOR), and MEGA PRIME REALTY AND HOLDINGS CORPORATION (MEGA PRIME), Respondents. x - - - - - - - - - - - - - - - - - - - - - - - - - - - - - x PHILIPPINE NATIONAL BANK, Petitioner, - versus - PANTRANCO EMPLOYEES
ASSOCIATION, INC. (PEA-PTGWO), PANTRANCO RETRENCHED EMPLOYEES ASSOCIATION
(PANREA) AND PANTRANCO ASSOCIATION OF CONCERNED EMPLOYEES (PACE), ET AL.,
PHILIPPINE NATIONAL BANK-MANAGEMENT DEVELOPMENT CORPORATION (PNB-MADECOR), and
MEGA PRIME REALTY HOLDINGS, INC., Respondents. |
G.R. No. 170689
G.R. No. 170705
Present: YNARES-SANTIAGO, J., Chairperson, CARPIO,* CHICO-NAZARIO, NACHURA, and PERALTA, JJ. Promulgated: March 17,
2009 |
x------------------------------------------------------------------------------------x
DECISION
NACHURA, J.:
Before us are two
consolidated petitions assailing the Court of Appeals (CA) Decision[1]
dated June 3, 2005 and its Resolution[2]
dated December 7, 2005 in CA-G.R. SP No. 80599.
In G.R.
No. 170689, the Pantranco Employees Association (PEA) and Pantranco
Retrenched Employees Association (PANREA) pray that the CA decision be set
aside and a new one be entered, declaring the Philippine National Bank (PNB)
and PNB Management and Development Corporation (PNB-Madecor) jointly and
solidarily liable for the P722,727,150.22 National Labor Relations
Commission (NLRC) judgment in favor of the Pantranco North Express, Inc. (PNEI)
employees;[3]
while in G.R. No. 170705, PNB prays
that the auction sale of the Pantranco properties be declared null and void.[4]
The facts of
the case, as found by the CA,[5]
and established in Republic of the Phils.
v. NLRC,[6] Pantranco North Express, Inc. v. NLRC,[7]
and PNB MADECOR v. Uy,[8] follow:
The Gonzales
family owned two corporations, namely, the PNEI and Macris Realty Corporation
(Macris). PNEI provided transportation services to the public, and had its bus
terminal at the corner of Quezon and Roosevelt Avenues in
Macris was
later renamed as the National Realty Development Corporation (Naredeco) and
eventually merged with the National Warehousing Corporation (Nawaco) to form
the new PNB subsidiary, the PNB-Madecor.
In 1985, NIDC sold PNEI to North Express Transport, Inc.
(NETI), a company owned by Gregorio Araneta III. In 1986, PNEI was among the several companies
placed under sequestration by the Presidential Commission on Good Government
(PCGG) shortly after the historic events in EDSA. In January 1988, PCGG lifted
the sequestration order to pave the way for the sale of PNEI back to the
private sector through the Asset Privatization Trust (APT). APT thus took over the management of PNEI.
In 1992, PNEI applied with the Securities and Exchange
Commission (SEC) for suspension of payments.
A management committee was thereafter created which recommended to the
SEC the sale of the company through privatization. As a cost-saving measure, the committee
likewise suggested the retrenchment of several PNEI employees. Eventually, PNEI ceased its operation. Along with the cessation of business came the
various labor claims commenced by the former employees of PNEI where the latter
obtained favorable decisions.
On P722,727,150.22 due its former employees, as full and final
satisfaction of the judgment awards in the labor cases. The sheriffs were likewise instructed to
proceed against PNB, PNB-Madecor and Mega Prime.[11] In implementing the writ, the sheriffs levied
upon the four valuable pieces of real estate located at the corner of Quezon
and Roosevelt Avenues, on which the former Pantranco Bus Terminal stood. These properties were covered by Transfer Certificate
of Title (TCT) Nos. 87881-87884, registered under the name of PNB-Madecor.[12] Subsequently, Notice of Sale of the foregoing
real properties was published in the newspaper and the sale was set on
would answer for such debt.
As such, the scheduled auction sale of the aforesaid properties was not
legally in order.[15]
On September
10, 2002, the Labor Arbiter declared that the subject Pantranco properties were
owned by PNB-Madecor. It being a
corporation with a distinct and separate personality, its assets could not
answer for the liabilities of PNEI.
Considering, however, that PNB-Madecor executed a promissory note in
favor of PNEI for P7,884,000.00, the writ of execution to the extent of
the said amount was concerned was considered valid.[16]
PNB’s third-party
claim – to nullify the writ on the ground that it has an interest in the
Pantranco properties being a creditor of PNB-Madecor, – on the other hand, was
denied because it only had an inchoate interest in the properties.[17]
The
dispositive portion of the Labor Arbiter’s September 10, 2002 Resolution is
quoted hereunder:
WHEREFORE,
the Third Party Claim of PNB Madecor and/or Mega Prime Holdings, Inc. is hereby
GRANTED and concomitantly the levies made by the sheriffs of the NLRC on the
properties of PNB Madecor should be as it (sic) is hereby LIFTED subject to the
payment by PNB Madecor to the complainants the amount of P7,884,000.00.
The Motion
to Quash and Third Party Claim of PNB is hereby DENIED.
The Motion
to Quash of PNB Madecor and Mega Prime Holdings, Inc. is hereby PARTIALLY
GRANTED insofar as the amount of the writ exceeds P7,884,000.00.
The Motion
for Recomputation and Examination of Judgment Awards is hereby DENIED for want
of merit.
The Motion
to Expunge from the Records claimants/complainants Opposition dated August 3, 2002 is hereby
DENIED for lack of merit.
SO ORDERED.[18]
On appeal to
the NLRC, the same was denied and the Labor Arbiter’s disposition was affirmed.[19] Specifically, the NLRC concluded as follows:
(1)
PNB-Madecor
and Mega Prime contended that it would be impossible for them to comply with
the requirement of the labor arbiter to pay to the PNEI employees the amount of
P7.8 million as a condition to the lifting of the levy on the
properties, since the credit was already garnished by Gerardo Uy and other
creditors of PNEI. The NLRC found no
evidence that Uy had satisfied his judgment from the promissory note, and
opined that even if the credit was in custodia
legis, the claim of the PNEI employees should enjoy preference under the
Labor Code.
(2)
The
PNEI employees contested the finding that PNB-Madecor was indebted to the PNEI
for only P7.8 million without considering the accrual of interest. But the NLRC said that there was no evidence
that demand was made as a basis for reckoning interest.
(3)
The
PNEI employees further argued that the labor arbiter may not properly conclude
from a decision of Judge Demetrio Macapagal Jr. of the RTC of Quezon City that
PNB-Madecor was the owner of the properties as his decision was reconsidered by
the next presiding judge, nor from a decision of the Supreme Court that PNEI
was a mere lessee of the properties, the fact being that the transfer of the
properties to PNB-Madecor was done to avoid satisfaction of the claims of the
employees with the NLRC and that as a result of a civil case filed by Mega
Prime, the subsequent sale of the properties by PNB to Mega Prime was
rescinded. The NLRC pointed out that
while the Macapagal decision was set aside by Judge Bruselas and hence, his
findings could not be invoked by the labor arbiter, the titles of PNB-Madecor
are conclusive and there is no evidence that PNEI had ever been an owner. The Supreme Court had observed in its
decision that PNEI owed back rentals of P8.7 million to PNB-Madecor.
(4)
The
PNEI employees faulted the labor arbiter for not finding that PNEI, PNB,
PNB-Madecor and Mega Prime were all jointly and severally liable for their
claims. The NLRC underscored the fact
that PNEI and Macris were subsidiaries of NIDC and had passed through and were
under the Asset Privatization Trust (APT) when the labor claims accrued. The labor arbiter was correct in not granting
PNB’s third-party claim because at the time the causes of action accrued, the
PNEI was managed by a management committee appointed by the PNB as the new
owner of PNRI (sic) and Macris through a deed of assignment or transfer of
ownership. The NLRC says at length that
the same is not true with PNB-Madecor which is now the registered owner of the
properties.[20]
The parties’ separate motions for reconsideration were
likewise denied.[21] Thereafter, the matter was elevated to the CA
by PANREA, PEA-PTGWO and the Pantranco Association of Concerned Employees. The latter group, however, later withdrew its
petition. The former employees’ petition
was docketed as CA-G.R. SP No. 80599.
PNB-Madecor
and Mega Prime likewise filed their separate petition before the CA which was
docketed as CA-G.R. SP No. 80737, but the same was dismissed.[22]
In view of
the P7,884,000.00 debt of PNB-Madecor to PNEI, on
On June 3,
2005, the CA rendered the assailed decision affirming the NLRC
resolutions.
The appellate
court pointed out that PNB, PNB-Madecor and Mega Prime are corporations with
personalities separate and distinct from PNEI.
As such, there being no cogent reason to pierce the veil of corporate
fiction, the separate personalities of the above corporations should be
maintained. The CA added that the
Pantranco properties were never owned by PNEI; rather, their titles were
registered under the name of PNB-Madecor. If PNB and PNB-Madecor could not
answer for the liabilities of PNEI, with more reason should Mega Prime not be
held liable being a mere successor-in-interest of PNB-Madecor.
Unsatisfied,
PEA-PTGWO and PANREA filed their motion for reconsideration;[24]
while PNB filed its Partial Motion for Reconsideration.[25]
PNB pointed out that PNB-Madecor was made to answer for P7,884,000.00 to
the PNEI employees by virtue of the promissory note it (PNB-Madecor) earlier
executed in favor of PNEI. PNB, however,
questioned the June 23, 2004 auction sale as the P7.8 million debt had
already been satisfied pursuant to this Court’s decision in PNB MADECOR v. Uy.[26]
Both motions were denied by the appellate court.[27]
In two
separate petitions, PNB and the former PNEI employees come up to this Court
assailing the CA decision and resolution.
The former PNEI employees raise the lone error, thus:
The Honorable Court of Appeals
palpably departed from the established rules and jurisprudence in ruling that
private respondents Pantranco North Express, Inc. (PNEI), Philippine National
Bank (PNB), Philippine National Bank Management and Development Corporation
(PNB-MADECOR), Mega Prime Realty and Holdings, Inc. (Mega Prime) are not
jointly and severally answerable to the P722,727,150.22 Million NLRC
money judgment awards in favor of the 4,000 individual members of the
Petitioners.[28]
They claim that PNB, through
PNB-Madecor, directly benefited from the operation of PNEI and had complete
control over the funds of PNEI. Hence,
they are solidarily answerable with PNEI for the unpaid money claims of the
employees.[29] Citing A.C. Ransom Labor Union-CCLU v. NLRC,[30]
the employees insist that where the employer corporation ceases to exist and is
no longer able to satisfy the judgment awards in favor of its employees, the
owner of the employer corporation should be made jointly and severally liable.[31] They added that malice or bad faith need not
be proven to make the owners liable.
On
the other hand, PNB anchors its petition on this sole assignment of error, viz.:
THE AUCTION P7,884,000.00 (THE AMOUNT OF
PNB-MADECOR’S PROMISSORY NOTE IN FAVOR OF PNEI) IS NOT IN
PNB
insists that the Pantranco properties could no longer be levied upon because
the promissory note for which the Labor Arbiter held PNB-Madecor liable to
PNEI, and in turn to the latter’s former employees, had already been satisfied
in favor of Gerardo C. Uy. It added that
the properties were in fact awarded to the highest bidder. Besides, says PNB, the subject properties
were not owned by PNEI, hence, the execution sale thereof was not validly
effected.[33]
Both
petitions must fail.
G.R. No. 170689
Stripped of the non-essentials, the
sole issue for resolution raised by the former PNEI employees is whether they
can attach the properties (specifically the Pantranco properties) of PNB,
PNB-Madecor and Mega Prime to satisfy their unpaid labor claims against PNEI.
We
answer in the negative.
First,
the subject property is not owned by the judgment debtor, that is, PNEI. Nowhere in the records was it shown that PNEI
owned the Pantranco properties. Petitioners, in fact, never alleged in any of
their pleadings the fact of such ownership.
What was established, instead, in PNB
MADECOR v. Uy[34]
and PNB v. Mega Prime Realty and Holdings
Corporation/Mega Prime Realty and Holdings Corporation v. PNB[35]
was that the properties were owned by Macris, the predecessor of
PNB-Madecor. Hence, they cannot be
pursued against by the creditors of PNEI.
We would like to stress the settled
rule that the power of the court in executing judgments extends only to
properties unquestionably belonging to the judgment debtor alone.[36]
To be sure, one man’s goods shall not be sold for another man’s debts.[37] A
sheriff is not authorized to attach or levy on property not belonging to the
judgment debtor, and even incurs liability if he wrongfully levies upon the
property of a third person.[38]
Second,
PNB, PNB-Madecor and Mega Prime are corporations with personalities separate
and distinct from that of PNEI. PNB is
sought to be held liable because it acquired PNEI through NIDC at the time when
PNEI was suffering financial reverses.
PNB-Madecor is being made to answer for petitioners’ labor claims as the
owner of the subject Pantranco properties and as a subsidiary of PNB. Mega Prime is also included for having
acquired PNB’s shares over PNB-Madecor.
The general rule is that a
corporation has a personality separate and distinct from those of its
stockholders and other corporations to which it may be connected.[39] This is a fiction created by law for
convenience and to prevent injustice.[40] Obviously, PNB, PNB-Madecor, Mega Prime, and
PNEI are corporations with their own personalities. The “separate personalities” of the first
three corporations had been recognized by this Court in PNB v. Mega Prime Realty and Holdings Corporation/Mega Prime Realty and
Holdings Corporation v. PNB[41]
where we stated that PNB was only a stockholder of PNB-Madecor which later sold
its shares to Mega Prime; and that PNB-Madecor was the owner of the Pantranco
properties. Moreover, these corporations
are registered as separate entities and, absent any valid reason, we maintain
their separate identities and we cannot treat them as one.
Neither can we merge the personality
of PNEI with PNB simply because the latter acquired the former. Settled is the rule that where one
corporation sells or otherwise transfers all its assets to another corporation
for value, the latter is not, by that fact alone, liable for the debts and
liabilities of the transferor.[42]
Lastly, while we recognize that there are
peculiar circumstances or valid grounds that may exist to warrant the piercing
of the corporate veil, [43] none
applies in the present case whether between PNB and PNEI; or PNB and
PNB-Madecor.
Under the doctrine of “piercing the
veil of corporate fiction,” the court looks at the corporation as a mere
collection of individuals or an aggregation of persons undertaking business as
a group, disregarding the separate juridical personality of the corporation
unifying the group.[44] Another formulation of this doctrine is that
when two business enterprises are owned, conducted and controlled by the same
parties, both law and equity will, when necessary to protect the rights of third
parties, disregard the legal fiction that two corporations are distinct
entities and treat them as identical or as one and the same.[45]
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.[46]
As between PNB and PNEI, petitioners
want us to disregard their separate personalities, and insist that because the
company, PNEI, has already ceased operations and there is no other way by which
the judgment in favor of the employees can be satisfied, corporate officers can
be held jointly and severally liable with the company. Petitioners rely on the pronouncement of this
Court in A.C. Ransom Labor Union-CCLU v.
NLRC[47] and
subsequent cases.[48]
This reliance fails to persuade. We find the aforesaid decisions inapplicable
to the instant case.
For one, in the said cases, the
persons made liable after the company’s cessation of operations were the
officers and agents of the corporation.
The rationale is that, since the corporation is an artificial person, it
must have an officer who can be presumed to be the employer, being the person
acting in the interest of the employer.
The corporation, only in the technical sense, is the employer.[49] In the instant case, what is being made
liable is another corporation (PNB) which acquired the debtor corporation
(PNEI).
Moreover, in the recent cases Carag v. National Labor Relations Commission[50] and
McLeod v. National Labor Relations
Commission,[51] the
Court explained the doctrine laid down in AC
Ransom relative to the personal liability of the officers and agents of the
employer for the debts of the latter. In
AC Ransom, the Court imputed liability
to the officers of the corporation on the strength of the definition of an
employer in Article 212(c) (now Article 212[e]) of the Labor Code. Under the said provision, employer includes any person acting in
the interest of an employer, directly or indirectly, but does not include any
labor organization or any of its officers or agents except when acting as
employer. It was clarified in Carag and
McLeod that Article 212(e) of the
Labor Code, by itself, does not make a corporate officer personally liable for
the debts of the corporation. It added
that the governing law on personal liability of directors or officers for debts
of the corporation is still Section 31[52]
of the Corporation Code.
More
importantly, as aptly observed by this Court in AC Ransom, it appears that Ransom, foreseeing the possibility or
probability of payment of backwages to its employees, organized
Clearly, what can be inferred from
the earlier cases is that 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.[54] In the absence of malice, bad faith, or a
specific provision of law making a corporate officer liable, such corporate officer
cannot be made personally liable for corporate liabilities.[55]
Applying the foregoing doctrine to the
instant case, we quote with approval the CA disposition in this wise:
It would not be enough, then, for the petitioners in this case, the PNEI employees, to rest on their laurels with evidence that PNB was the owner of PNEI. Apart from proving ownership, it is necessary to show facts that will justify us to pierce the veil of corporate fiction and hold PNB liable for the debts of PNEI. The burden undoubtedly falls on the petitioners to prove their affirmative allegations. In line with the basic jurisprudential principles we have explored, they must show that PNB was using PNEI as a mere adjunct or instrumentality or has exploited or misused the corporate privilege of PNEI.
We do not see how the burden has been met. Lacking proof of a nexus apart from mere ownership, the petitioners have not provided us with the legal basis to reach the assets of corporations separate and distinct from PNEI.[56]
Assuming,
for the sake of argument, that PNB may be held liable for the debts of PNEI,
petitioners still cannot proceed against the Pantranco properties, the same
being owned by PNB-Madecor, notwithstanding the fact that PNB-Madecor was a
subsidiary of PNB. The general rule
remains that PNB-Madecor has a personality separate and distinct from PNB. The
mere fact that a corporation owns all of the stocks of another corporation,
taken alone, is not sufficient to justify their being treated as one
entity. If used to perform legitimate
functions, a subsidiary’s separate existence shall be respected, and the
liability of the parent corporation as well as the subsidiary will be confined
to those arising in their respective businesses.[57]
In PNB v. Ritratto Group, Inc.,[58]
we outlined the circumstances which
are useful in the determination of whether a subsidiary is but a mere
instrumentality of the parent-corporation, to wit:
1. The parent corporation owns all or most of the capital stock of the subsidiary;
2. The parent and subsidiary corporations have common directors or officers;
3. The parent corporation finances the subsidiary;
4. The parent corporation subscribes to all the capital stock of the subsidiary or otherwise causes its incorporation;
5. The subsidiary has grossly inadequate capital;
6. The parent corporation pays the salaries and other expenses or losses of the subsidiary;
7. The subsidiary has substantially no business except with the parent corporation or no assets except those conveyed to or by the parent corporation;
8. In the papers of the parent corporation or in the statements of its officers, the subsidiary is described as a department or division of the parent corporation, or its business or financial responsibility is referred to as the parent corporation’s own;
9. The parent corporation uses the property of the subsidiary as its own;
10. The directors or executives of the subsidiary do not act independently in the interest of the subsidiary, but take their orders from the parent corporation;
11. The formal legal requirements of the subsidiary are not observed.
None of the foregoing circumstances
is present in the instant case. Thus,
piercing of PNB-Madecor’s corporate veil is not warranted. Being a mere
successor-in-interest of PNB-Madecor, with more reason should no liability
attach to Mega Prime.
G.R. No. 170705
In
its petition before this Court, PNB seeks the annulment of the
It
has been repeatedly stated that the Pantranco properties which were the subject
of execution sale were owned by Macris and later, the PNB-Madecor. They were never owned by PNEI or PNB. Following our earlier discussion on the
separate personalities of the different corporations involved in the instant
case, the only entity which has the right and interest to question the
execution sale and the eventual right to annul the same, if any, is PNB-Madecor
or its successor-in-interest. Settled is the rule that proceedings in court
must be instituted by the real party in interest.
A real party in interest is the party
who stands to be benefited or injured by the judgment in the suit, or the party
entitled to the avails of the suit.[59] “Interest” within the meaning of the rule
means material interest, an interest in issue and to be affected by the decree,
as distinguished from mere interest in the question involved, or a mere
incidental interest.[60] The interest of the party must also be
personal and not one based on a desire to vindicate the constitutional right of
some third and unrelated party.[61] Real interest, on the other hand, means a
present substantial interest, as distinguished from a mere expectancy or a
future, contingent, subordinate, or consequential interest.[62]
Specifically, in proceedings to set
aside an execution sale, the real party in interest is the person who has an
interest either in the property sold or the proceeds thereof. Conversely, one who is not interested or is
not injured by the execution sale cannot question its validity.[63]
In
justifying its claim against the Pantranco properties, PNB alleges that Mega
Prime, the buyer of its entire stockholdings in PNB-Madecor was indebted to it
(PNB). Considering that said
indebtedness remains unpaid, PNB insists that it has an interest over
PNB-Madecor and Mega Prime’s assets.
Again,
the contention is bereft of merit. While
PNB has an apparent interest in Mega Prime’s assets being the creditor of the
latter for a substantial amount, its interest remains inchoate and has not yet ripened
into a present substantial interest, which would give it the standing to
maintain an action involving the subject properties. As aptly observed by the Labor Arbiter, PNB
only has an inchoate right to the properties of Mega Prime in case the latter
would not be able to pay its indebtedness.
This is especially true in the instant case, as the debt being claimed
by PNB is secured by the accessory contract of pledge of the entire
stockholdings of Mega Prime to PNB-Madecor.[64]
The
Court further notes that the Pantranco properties (or a portion thereof ) were
sold on execution to satisfy the unpaid obligation of PNB-Madecor to PNEI. PNB-Madecor was thus made liable to the
former PNEI employees as the judgment debtor of PNEI. It has long been established in PNB-Madecor v. Uy and other similar
cases that PNB-Madecor had an unpaid obligation to PNEI amounting to more or
less P7 million which could be validly pursued by the creditors of the
latter. Again, this strengthens the
proper parties’ right to question the validity of the execution sale,
definitely not PNB.
Besides,
the issue of whether PNB has a substantial interest over the Pantranco
properties has already been laid to rest by the Labor Arbiter.[65] It is noteworthy that in its Resolution dated
September 10, 2002, the Labor Arbiter denied PNB’s Third-Party Claim primarily
because PNB only has an inchoate right over the Pantranco properties.[66] Such conclusion was later affirmed by the
NLRC in its Resolution dated
WHEREFORE, premises considered, the
petitions are hereby DENIED for lack
of merit.
SO ORDERED.
ANTONIO
EDUARDO B. NACHURA
Associate
Justice
WE CONCUR:
CONSUELO YNARES-SANTIAGO
Associate
Justice
Chairperson
|
ANTONIO T.
CARPIO Associate Justice |
MINITA V. CHICO-NAZARIO Associate Justice |
DIOSDADO M.
PERALTA
Associate Justice
A T T E S T A T I O N
I attest that the
conclusions in the above Decision were reached in consultation before the case
was assigned to the writer of the opinion of the Court’s Division.
CONSUELO
YNARES-SANTIAGO
Associate
Justice
Chairperson,
Third Division
C E R T I F I C A T I O
N
Pursuant to Section 13, Article
VIII of the Constitution and the Division Chairperson's Attestation, I certify
that the conclusions in the above Decision had been reached in consultation
before the case was assigned to the writer of the opinion of the Court’s
Division.
REYNATO
S. PUNO
Chief
Justice
* Additional member in lieu of Associate Justice Ma. Alicia Austria-Martinez per Special Order No. 568 dated February 12, 2009.
[1] Penned by Associate Justice Mario L. Guariña III, with Associate Justices Marina L. Buzon and Hakim S. Abdulwahid, concurring; rollo (G.R. No. 170689), pp. 25-39.
[2]
[3] Rollo (G.R. No. 170689), pp. 17-18.
[4] Rollo (G.R. No. 170705), p. 63.
[5] Rollo (G.R. No. 170689), pp. 25-33.
[6] 331 Phil. 608 (1996).
[7] 373 Phil. 520 (1999).
[8] 415 Phil. 348 (2001).
[9] Rollo (G.R. No. 170689), p. 26.
[10]
[11]
[12]
[13]
[14] CA rollo, pp. 113-120.
[15]
[16] Rollo (G.R. No. 170689), pp. 52-55.
[17]
[18]
[19]
[20]
[21]
[22] Rollo (G.R. No. 170705), p. 139.
[23] CA rollo, p. 537.
[24]
[25]
[26] Supra note 8.
[27] Supra note 2.
[28] Rollo (G.R. No. 170689), p. 8.
[29]
[30] 226 Phil. 199 (1986).
[31] Rollo (G.R. No. 170689), p. 11.
[32] Rollo (G.R. No. 170705), p. 56.
[33]
[34] Supra note 8.
[35] G.R. Nos. 173454 and 173456, October 6, 2008.
[36]
[37]
[38]
[39] China Banking Corporation v. Dyne-Sem Electronics Corporation, G.R. No. 149237, July 11, 2006, 494 SCRA 493, 499; see General Credit Corporation v. Alsons Development and Investment Corporation, G.R. No. 154975, January 29, 2007, 513 SCRA 225, 237-238.
[40] China Banking Corporation v. Dyne-Sem Electronics Corporation, supra, at 499.
[41] Supra note 35.
[42]
[43]
[44] General Credit Corporation v. Alsons Development and Investment Corporation, supra note 39, at 238.
[45] Id.
[46] Id.
[47] Supra
note 30.
[48] Restaurante Las Conchas v. Llego, 372
Phil. 697 (1999); Naguiat v. NLRC,
336 Phil. 545 (1997); Valderrama v. NLRC,
326 Phil. 477 (1996).
[49] A.C. Ransom Labor Union-CCLU v. NLRC, supra note 30, at 205.
[50] G.R. No. 147590, April 2, 2007, 520 SCRA 28.
[51] G.R. No. 146667, January 23, 2007, 512 SCRA 222.
[52] Sec. 31. Liability of directors, trustees or officers. – Directors or trustees who willfully and knowingly vote for or assent to patently unlawful acts of the corporation or who are guilty of gross negligence or bad faith in directing the affairs of the corporation or acquire any personal or pecuniary interest in conflict with their duty as such directors or trustees shall be liable jointly and severally for all damages resulting therefrom suffered by the corporation, its stockholders or members and other persons.
When a director, trustee or officer attempts to acquire or acquires, in violation of his duty, any interest adverse to the corporation in respect of any matter which has been reposed in him in confidence, as to which equity imposes a disability upon him to deal in his own behalf, he shall be liable as a trustee for the corporation and must account for the profits which otherwise would have accrued to the corporation.
[53] Carag v. National Labor Relations Commission, supra note 50, at 54-55.
[54] General Credit Corporation v. Alsons Development and Investment Corporation, supra note 39, at 235, 238, 239; PNB v. Ritratto Group, Inc., 414 Phil. 494, 505 (2001).
[55] McLeod v. National Labor Relations Commission, supra note 51, at 253.
[56] Rollo (G.R. No. 170689), pp. 36-37.
[57] Nisce v. Equitable PCI Bank, Inc., G.R. No. 167434, February 19, 2007, 516 SCRA 231, 258; MR Holdings, Ltd. v. Sheriff Bajar, 430 Phil. 443, 469-470 (2002); PNB v. Ritratto Group, Inc., supra note 54, at 503.
[58] Supra note 54.
[59] Republic v. Agunoy, Sr., G.R. No. 155394, February 17, 2005, 451 SCRA 735, 746.
[60] Cañete v. Genuino Ice Company, Inc., G.R. No. 154080, January 22, 2008, 542 SCRA 206, 222; VSC Commercial Enterprises, Inc. v. Court of Appeals, 442 Phil. 269, 276 (2002).
[61] Cañete v. Genuino Ice Company, Inc., supra, at 222; VSC Commercial Enterprises, Inc. v. Court of Appeals, supra, at 276-277.
[62] Celestial Nickel Mining Exploration Corporation v. Macroasia Corporation, G.R. Nos. 169080, 172936, 176226 and 176319, December 19, 2007, 541 SCRA 166, 203; Cañete v. Genuino Ice Company, Inc., supra note 60, at 222; VSC Commercial Enterprises, Inc. v. Court of Appeals, supra note 60, at 277.
[63] De Leon v. CA, 343 Phil. 254, 265
(1997).
[64] Rollo (G.R. No. 170689), p. 55.
[65]
[66]
[67]
[68] Sps. Custodio v. CA, 323 Phil. 575, 583 (1996).
[69]
[70] Universal Staffing Services, Inc. v. NLRC and Grace M. Morales, G.R. No. 177576, July 21, 2008.