McLeod vs. National Labor Relations Commission

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SUPREME COURT REPORTS ANNOTATED

McLeod vs. National Labor Relations Commission
*
G.R. No. 146667. January 23, 2007.
JOHN F. McLEOD, petitioner, vs. NATIONAL LABOR

RELATIONS COMMISSION (First Division), FILIPINAS
SYNTHETIC FIBER CORPORATION (FILSYN), FAR
EASTERN TEXTILE MILLS, INC., STA. ROSA
TEXTILES, INC., (PEGGY MILLS, INC.), PATRICIO L.
LIM, and ERIC HU, respondents.
Corporation Law As a rule, a corporation that purchases the
assets of another will not be liable for the debts of the selling
corporation, provided the former acted in good faith and paid
adequate consideration for such assets Exceptions.As a rule, a
corporation that purchases the assets of another will not be liable
for the debts of the selling corporation, provided the former acted
in good faith and paid adequate consideration for such assets,
except when any of the following circumstances is present: (1)
where the purchaser expressly or impliedly agrees to assume the
debts, (2) where the transaction amounts to a consolidation or
merger of the corporations, (3) where the purchasing corporation
is merely a continuation of the selling corporation, and (4) where
the selling corporation fraudulently enters into the transaction to
escape liability for those debts.
Same Words and Phrases Consolidation, and Merger,
Defined The parties to a merger or consolidation are called
constituent corporations The surviving or consolidated
corporation assumes
_______________
*
SECOND DIVISION.
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automatically the liabilities of the dissolved corporations,

regardless of whether the creditors have consented or not to such
merger or consolidation.Consolidation is the union of two or
more existing corporations to form a new corporation called the
consolidated corporation. It is a combination by agreement
between two or more corporations by which their rights,
franchises, and property are united and become those of a single,
new corporation, composed generally, although not necessarily, of
the stockholders of the original corporations. Merger, on the other
hand, is a union whereby one corporation absorbs one or more
existing corporations, and the absorbing corporation survives and
continues the combined business. The parties to a merger or
consolidation are called constituent corporations. In consolidation,
all the constituents are dissolved and absorbed by the new
consolidated enterprise. In merger, all constituents, except the
surviving corporation, are dissolved. In both cases, however, there
is no liquidation of the assets of the dissolved corporations, and
the surviving or consolidated corporation acquires all their
properties, rights and franchises and their stockholders usually
become its stockholders. The surviving or consolidated corporation
assumes automatically the liabilities of the dissolved
corporations, regardless of whether the creditors have consented
or not to such merger or consolidation.
Labor Law EmployerEmployee Relationship Procedural
Rules and Technicalities Appointment letters or employment
contracts, payrolls, organization charts, SSS registration,
personnel list, as well as testimony of coemployees, may serve as
evidence of employee status While technical rules are not strictly
followed in the NLRC, this does not mean that the rules on proving
allegations are entirely ignored.McLeod could have presented
evidence to support his allegation of employeremployee
relationship between him and any of Filsyn, SRTI, and FETMI,
but he did not. Appointment letters or employment contracts,
payrolls, organization charts, SSS registration, personnel list, as
well as testimony of coemployees, may serve as evidence of
employee status. It is a basic rule in evidence that parties must
prove their affirmative allegations. While technical rules are not
strictly followed in the NLRC, this does not mean that the rules
on proving allegations are entirely ignored. Bare allegations are
not enough. They must be supported by substantial evidence at
the very least.
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224
224

Same Same Doctrine of Piercing the Veil of Corporate

Existence While a corporation may exist for any lawful purpose,
the law will regard it as an association of persons or, in case of two
corporations, merge them into one, when its corporate legal entity
is used as a cloak for fraud or illegality.A corporation is an
artificial being invested by law with a personality separate and
distinct from that of its stockholders and from that of
other corporations to which it may be connected. While a
corporation may exist for any lawful purpose, the law will regard
it as an association of persons or, in case of two corporations,
merge them into one, when its corporate legal entity is used as a
cloak for fraud or illegality. This is the doctrine of piercing the
veil of corporate fiction. The doctrine applies only when such
corporate fiction is used to defeat public convenience, justify
wrong, protect fraud, or defend crime, or when it is made as a
shield to confuse the legitimate issues, or where a corporation is
the 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. To disregard the
separate juridical personality of a corporation, the wrongdoing
must be established clearly and convincingly. It cannot be
presumed.
Same Same Same The existence of interlocking
incorporators, directors, and officers is not enough justification to
pierce the veil of corporate fiction, in the absence of fraud or other
public policy considerations.The existence of interlocking
incorporators, directors, and officers is not enough justification to
pierce the veil of corporate fiction, in the absence of fraud or other
public policy considerations. In Del Rosario v. NLRC, 187 SCRA
777 (1990), the Court ruled that substantial identity of the
incorporators of corporations does not necessarily imply fraud.
Same Same Same In the absence of malice, bad faith, or
specific provision of law, a stockholder or an officer of a
corporation cannot be made personally liable for corporate
liabilities.On Patricios personal liability, it is settled that in the
absence of malice, bad faith, or specific provision of law, a
stockholder or an officer of a corporation cannot be made
personally liable for corporate liabilities. To reiterate, a
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corporation is a juridical entity with legal personality separate

and distinct from those acting for and in its behalf and, in
general, from the people comprising it. The rule is that obligations
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incurred by the corporation, acting through its directors, officers,

and employees, are its sole liabilities. Personal liability of
corporate directors, trustees or officers attaches only when (1)
they assent to a patently unlawful act of the corporation, or when
they are guilty of bad faith or gross negligence in directing its
affairs, or when there is a conflict of interest resulting in damages
to the corporation, its stockholders or other persons (2) they
consent to the issuance of watered down stocks or when, having
knowledge of such issuance, do not forthwith file with the
corporate secretary their written objection (3) they agree to hold
themselves personally and solidarily liable with the corporation
or (4) they are made by specific provision of law personally
answerable for their corporate action.
Same Same Same Bad faith does not connote bad judgment
or negligenceit imports a dishonest purpose or some moral
obliquity and conscious wrongdoing.The records are bereft of
any evidence that Patricio acted with malice or bad faith. Bad
faith is a question of fact and is evidentiary. Bad faith does not
connote bad judgment or negligence. It imports a dishonest
purpose or some moral obliquity and conscious wrongdoing. It
means breach of a known duty through some ill motive or
interest. It partakes of the nature of fraud. In the present case,
there is nothing substantial on record to show that Patricio acted
in bad faith in terminating McLeods services to warrant
Patricios personal liability. PMI had no other choice but to stop
plant operations. The work stoppage therefore was by necessity.
The company could no longer continue with its plant operations
because of the serious business losses that it had suffered. The
mere fact that Patricio was president and director of PMI is not a
ground to conclude that he should be held solidarily liable with
PMI for McLeods money claims.
Same Same Same The rule is still that the doctrine of
piercing the corporate veil applies only when the corporate fiction
is used to defeat public convenience, justify wrong, protect fraud,
or defend crime.The rule is still that the doctrine of piercing the
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corporate veil applies only when the corporate fiction is used to

defeat public convenience, justify wrong, protect fraud, or defend
crime. 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. Neither
Article
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212(c) nor Article 273 (now 272) of the Labor Code expressly
makes any corporate officer personally liable for the debts of the
corporation.
Labor Law Vacation and Sick Leaves The payment of
vacation leave and sick leave depends on the policy of the employer
or the agreement between the employer and employee.As Vice
President/ Plant Manager, McLeod is a managerial employee who
is excluded from the coverage of Title I, Book Three of the Labor
Code. McLeod is entitled to payment of vacation leave and sick
leave only if he and PMI had agreed on it. The payment of
vacation leave and sick leave depends on the policy of the
employer or the agreement between the employer and employee.
In the present case, there is no showing that McLeod and PMI
had an agreement concerning payment of these benefits.
Same Words and Phrases To be considered a regular
practice, the giving of the benefits should have been done over a
long period, and must be shown to have been consistent and
deliberate. Also unavailing is McLeods claim that he was
entitled to the unpaid monetary equivalent of unused plane
tickets for the period covering 1989 to 1992 in the amount of
P279,300.00. PMI has no company policy granting its officers and
employees expenses for trips abroad. That at one time PMI
reimbursed McLeod for his and his wifes plane tickets in a
vacation to London could not be deemed as an established practice
considering that it happened only once. To be considered a
regular practice, the giving of the benefits should have been
done over a long period, and must be shown to have been
consistent and deliberate.
Same Damages Moral damages are recoverable only if the
defendant has acted fraudulently or in bad faith, or is guilty of
gross negligence amounting to bad faith, or in wanton disregard of
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his contractual obligations.Moral damages are recoverable only

if the defendant has acted fraudulently or in bad faith, or is guilty
of gross negligence amounting to bad faith, or in wanton disregard
of his contractual obligations. The breach must be wanton,
reckless, malicious, or in bad faith, oppressive or abusive. From
the records of the case, the Court finds no ultimate facts to
support a conclusion of bad faith on the part of PMI.
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Same Parties Words and Phrases The other party

mentioned in Section 3(a), Rule VI of the NLRC New Rules of
Procedure upon whom a memorandum of appeal is to be served
obviously refers to the adverse party, not to a coparty.That
respondent corporations, in their appeal to the NLRC, did not
serve a copy of their memorandum of appeal upon PMI is of no
moment. Section 3(a), Rule VI of the NLRC New Rules of
Procedure provides: Requisites for Perfection of Appeal.(a) The
appeal shall be filed within the reglementary period as provided
in Section 1 of this Rule shall be under oath with proof of
payment of the required appeal fee and the posting of a cash or
surety bond as provided in Section 5 of this Rule shall be
accompanied by a memorandum of appeal x x x and proof of
service on the other party of such appeal. (Emphasis supplied)
The other party mentioned in the Rule obviously refers to the
adverse party, in this case, McLeod. Besides, Section 3, Rule VI of
the Rules which requires, among others, proof of service of the
memorandum of appeal on the other party, is merely a rundown
of the contents of the required memorandum of appeal to be
submitted by the appellant. These are not jurisdictional
requirements.
PETITION for review on certiorari of the decision and

resolution of the Court of Appeals.
The facts are stated in the opinion of the Court.
Victor C. Avecilla for petitioner.
Luis S. Escano for respondents.
CARPIO, J.:
The Case
1
This is a petition for review to set aside the Decision
dated
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1
This is a petition for review to set

aside the Decision dated
3
15 June 2000 and the Resolution dated 27 December
_______________
1
Under Rule 45 of the Rules of Court.

Penned by Associate Justice Teodoro P. Regino, with Associate
Justices Conchita CarpioMorales (now Associate Justice of this Court)

and Mercedes GozoDadole, concurring. Rollo, pp. 278303.
3
Id., at pp. 329330.

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228

2000 of the Court of Appeals in CAG.R. SP No. 55130. The

Court of Appeals affirmed
with modification the 29
4
December 1998 Decision of the National Labor Relations
Commission (NLRC) in NLRC NCR 020094995.
The Facts
The facts, as summarized by the Labor Arbiter and adopted
by the NLRC and the Court of Appeals, are as follows:
On February 2, 1995, John F. McLeod filed a complaint for
retirement benefits, vacation and sick leave benefits, non
payment of unused airline tickets, holiday pay, underpayment of
salary and 13th month pay, moral and exemplary damages,
attorneys fees plus interest against Filipinas Synthetic
Corporation (Filsyn), Far Eastern Textile Mills, Inc., Sta. Rosa
Textiles, Inc., Patricio Lim and Eric Hu.
In his Position Paper, complainant alleged that he is an expert
in textile manufacturing process that as early as 1956 he was
hired as the Assistant Spinning Manager of Universal Textiles,
Inc. (UTEX) that he was promoted to Senior Manager and
worked for UTEX till 1980 under its President, respondent
Patricio Lim that in 1978 Patricio Lim formed Peggy Mills, Inc.
with respondent Filsyn having controlling interest that
complainant was absorbed by Peggy Mills as its Vice President
and Plant Manager of the plant at Sta. Rosa, Laguna that at the
time of his retirement complainant was receiving P60,000.00
monthly with vacation and sick leave benefits 13th month pay,
holiday pay and two round trip business class tickets on a Manila
LondonManila itinerary every three years which is convertible to
cas[h] if unused that in January 1986, respondents failed to pay
vacation and leave credits and requested complainant to wait as it
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was short of funds but the same remain unpaid at present that
complainant is entitled to such benefit as per CBA provision
(Annex A) that respondents likewise failed to pay complainants
holiday pay up to the present that complainant is entitled to such
benefits as per CBA provision (Annex B) that in 1989 the plant
union staged a strike and in 1993 was found guilty of staging
_______________
4
Penned by Presiding Commissioner Rogelio I. Rayala. Id., at pp. 182203.
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an illegal strike that from 1989 to 1992 complainant was entitled

to 4 round trip business class plane tickets on a ManilaLondon
Manila itinerary but this benefit not (sic) its monetary equivalent
was not given that on August 1990 the respondents reduced
complainants monthly salary of P60,000.00 by P9,900.00 till
November 1993 or a period of 39 months that in 1991 Filsyn sold
Peggy Mills, Inc. to Far Eastern Textile Mills, Inc. as per
agreement (Annex D) and this was renamed as Sta. Rosa Textile
with Patricio Lim as Chairman and President that complainant
worked for Sta. Rosa until November 30 that from time to time
the owners of Far Eastern consulted with complainant on
technical aspects of reoperation of the plant as per correspondence
(Annexes D1 and D2) that when complainant reached and
applied retirement age at the end of 1993, he was only given a
reduced 13th month pay of P44,183.63, leaving a balance of
P15,816.87 that thereafter the owners of Far Eastern Textiles
decided for cessation of operations of Sta. Rosa Textiles that on
two occasions, complainant wrote letters (Annexes E1 to E2)
to Patricio Lim requesting for his retirement and other benefits
that in the last quarter of 1994 respondents offered complainant
compromise settlement of only P300,000.00 which complainant
rejected that again complainant wrote a letter (Annex F)
reiterating his demand for full payment of all benefits and to no
avail, hence this complaint and that he is entitled to all his
money claims pursuant to law.
On the other hand, respondents in their Position Paper alleged
that complainant was the former VicePresident and Plant
Manager of Peggy Mills, Inc. that he was hired in June 1980 and
Peggy Mills closed operations due to irreversible losses at the end
of July 1992 but the corporation still exists at present that its
assets were acquired by Sta. Rosa Textile Corporation which was
established in April 1992 but still remains nonoperational at
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present that complainant was hired as consultant by Sta. Rosa

Textile in November 1992 but he resigned on November 30, 1993
that Filsyn and Far Eastern Textiles are separate legal entities
and have no employer relationship with complainant that
respondent Patricio Lim is the President and Board Chairman of
Sta. Rosa Textile Corporation that respondent Eric Hu is a
Taiwanese and is Director of Sta. Rosa Textiles, Inc. that
complainant has no cause of action against Filsyn, Far Eastern
Textile Ltd., Sta. Rosa Textile Corporation and Eric Hu that Sta.
Rosa only acquired the assets and not the liabilities of Peggy
Mills, Inc. that Patricio Lim was only impleaded as Board
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Chairman of Sta. Rosa Textile and not as private individual that

while complainant was Vice President and Plant Manager of
Peggy Mills, the union staged a strike up to July 1992 resulting in
closure of operations due to irreversible losses as per Notice
(Annex 1) that complainant was relied upon to settle the labor
problem but due to his lack of attention and absence the strike
continued resulting in closure of the company and losses to Sta.
Rosa which acquired its assets as per their financial statements
(Annexes 2 and 3) that the attendance records of complainant
from April 1992 to November 1993 (Annexes 4 and 5) show
that he was either absent or worked at most two hours a day that
Sta. Rosa and Peggy Mills are interposing counterclaims for
damages in the total amount of P36,757.00 against complainant
that complainants monthly salary at Peggy Mills was P50,495.00
and not P60,000.00 that Peggy Mills, does not have a retirement
program that whatever amount complainant is entitled should be
offset with the counterclaims that complainant worked only for
12 years from 1980 to 1992 that complainant was only hired as a
consultant and not an employee by Sta. Rosa Textile that
complainants attendance record of absence and two hours daily
work during the period of the strike wipes out any vacation/sick
leave he may have accumulated that there is no basis for
complainants claim of two (2) business class airline tickets that
complainants pay already included the holiday pay that he is
entitled to holiday pay as consultant by Sta. Rosa that he has
waived this benefit in his 12 years of work with Peggy Mills that
he is not entitled to 13th month pay as consultant and that he is
not entitled to moral and exemplary damages and attorneys fees.
In his Reply, complainant alleged that all respondents being
one and the same entities are solidarily liable for all salaries and
benefits and complainant is entitled to that all respondents have
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the same address at 12/F B.A. Lepanto Building, Makati City

that their counsel holds office in the same address that all
respondents have the same offices and key personnel such as
Patricio Lim and Eric Hu that respondents Position Paper is
verified by Marialen C. Corpuz who knows all the corporate
officers of all respondents that the veil of corporate fiction may be
pierced if it is used as a shield to perpetuate fraud and confuse
legitimate issues that complainant never accepted the change in
his position from VicePresident and Plant Manger to consultant
and it is incumbent upon respondents to prove that he was only a
consultant that the Deed of Dation in Payment with Lease
(Annex C) proves that Sta. Rosa took over the
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assets of Peggy Mills as early as June 15, 1992 and not 1995 as
alleged by respondents that complainant never resigned from his
job but applied for retirement as per letters (Annexes E1, E2
and F) that documents G, H and I show that Eric Hu is a
top official of Peggy Mills that the closure of Peggy Mills cannot
be the fault of complainant that the strike was staged on the
issue of CBA negotiations which is not part of the usual duties
and responsibilities as Plant Manager that complainant is a
British national and is prohibited by law in engaging in union
activities that as per Resolution (Annex 3) of the NLRC in the
proper case, complainant testified in favor of management that
the alleged attendance record of complainant was lifted from the
logbook of a security agency and is hearsay evidence that in the
other attendance record it shows that complainant was reporting
daily and even on Saturdays that his limited hours was due to
the strike and cessation of operations that as plant manager
complainant was on call 24 hours a day that respondents must
pay complainant the unpaid portion of his salaries and his
retirement benefits that cash voucher No. 17015 (Annex K)
shows that complainant drew the monthly salary of P60,000.00
which was reduced to P50,495.00 in August 1990 and therefore
without the consent of complainant that complainant was
assured that he will be paid the deduction as soon as the company
improved its financial standing but this assurance was never
fulfilled that Patricio Lim promised complainant his retirement
pay as per the latters letters (Annexes E1, E2 and F) that
the law itself provides for retirement benefits that Patricio Lim
by way of Memorandum (Annex M) approved vacation and sick
leave benefits of 22 days per year effective 1986 that Peggy Mills
required monthly paid employees to sign an acknowledgement
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that their monthly compensation includes holiday pay that

complainant was not made to sign this undertaking precisely
because he is entitled to holiday pay over and above his monthly
pay that the company paid for complainants two (2) round trip
tickets to London in 1983 and 1986 as reflected in the
complainants passport (Annex N) that respondents claim that
complainant is not entitled to 13th month pay but paid in 1993
and all the past 13 years that complainant is entitled to moral
and exemplary damages and attorneys fees that all doubts must
be resolved in favor of complainant and that complainant
reserved the right to file perjury cases against those concerned.
In their Reply, respondents alleged that except for Peggy Mills,
the other respondents are not proper persons in interest due to
the
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lack of employeremployee relationship between them and

complainant that undersigned counsel does not represent Peggy
Mills, Inc.
In a separate Position Paper, respondent Peggy Mills alleged
that complainant was hired on February 10, 1991 as per Board
Minutes (Annex A) that on August 19, 1987, the workers staged
an illegal strike causing cessation of operations on July 21, 1992
that respondent filed a Notice of Closure with the DOLE (Annex
B) that all employees were given separation pay except for
complainant whose task was extended to December 31, 1992 to
wind up the affairs of the company as per vouchers (Annexes C
and C1) that respondent offered complainant his retirement
benefits under RA 7641 but complainant refused that the regular
salaries of complainant from closure up to December 31, 1992
have offset whatever vacation and sick leaves he accumulated
that his claim for unused plane tickets from 1989 to 1992 has no
policy basis, the companys formula of employees monthly rate x
314 days over 12 months already included holiday pay that
complainants unpaid portion of the 13th month pay in 1993 has
no basis because he was only an employee up to December 31,
1992 that the 13th month pay was based on5 his last salary and
that complainant is not entitled to damages.
On 3 April 1998, the Labor Arbiter rendered his decision

with the following dispositive portion:
WHEREFORE, premises considered, We hold all respondents as
jointly and solidarily liable for complainants money claims as
adjudicated above and computed below as follows:
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Retirement Benefits (one month salary
for every year of service)
6/80 11/30/93 = 14 years
P60,000 x 14.0 mos. ....................................
P840,000.00
Vacation and Sick Leave (3 yrs.)

P2,000.00 x 22 days x 3 yrs. .......................
132,000.00
Underpayment of Salaries (3 yrs.)
P60,000 P50,495 = P9,505
P 9,505 x 36.0 mos. .....................................
342,180.00
_______________
5
Id., at pp. 158165.

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Holiday Pay (3 yrs.)
P2,000 x 30 days .........................................
60,000.00
Underpayment of 13th month pay (1993) ...........
15,816.87
Moral Damages .....................................................
3,000,000.00
Exemplary Damages ............................................
1,000,000.00
10% Attorneys Fees .............................................
138,999.68
TOTAL .................................
P5,528,996.55
Unused Airline Tickets (3 yrs.)
(To be converted in Peso upon payment)
$2,450.00 x 3.0 [yrs.]...................................
$7,350.00
SO ORDERED.
Filipinas Synthetic Fiber Corporation (Filsyn), Far Eastern

Textile Mills, Inc. (FETMI), Sta. Rosa Textiles, Inc. (SRTI),
Patricio L. Lim (Patricio), and Eric Hu appealed to the
NLRC. The NLRC rendered its decision on 29 December
1998, thus:
WHEREFORE, the Decision dated 3 April 1998 is hereby
REVERSED and SET ASIDE and a new one is entered
ORDERING respondent Peggy Mills, Inc. to pay complainant his
retirement pay equivalent to 22.5 days for every year of service
for his twelve (12) years of service from 1980 to 1992 based on a
salary rate of P50,495.00 a month.
All other claims are DISMISSED for lack of merit.
7
SO ORDERED.
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7
SO ORDERED.
John F. McLeod (McLeod) filed a motion for reconsideration8

which the NLRC denied in its Resolution of 30 June 1999.
McLeod thus filed a petition for certiorari before the Court
of Appeals
assailing the decision and resolution of the
9
NLRC.
_______________
6
Id., at pp. 167168.
Id., at p. 202.
Id., at pp. 224225.
Id., at pp. 226250.

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The Ruling of the Court of Appeals

On 15 June 2000, the Court of Appeals rendered judgment
as follows:
WHEREFORE, the decision dated December 29, 1998 of the
NLRC is hereby AFFIRMED with the MODIFICATION that
respondent Patricio Lim is jointly and solidarily liable with Peggy
Mills, Inc., to pay the following amounts to petitioner John F.
McLeod:
1. retirement pay equivalent to 22.5 days for every year of
service for his twelve (12) years of service from 1980 to
1992 based on a salary rate of P50,495, a month
2. moral damages in the amount of one hundred thousand
(P100,000.00) Pesos
3. exemplary damages in the amount of fifty thousand
(P50,000.00) Pesos and
4. attorneys fees equivalent to 10% of the total award. No
costs is awarded.
10
SO ORDERED.
The Court of Appeals rejected McLeods theory that all

respondent corporations are the same corporate entity
which should be held solidarily liable for the payment of his
monetary claims.
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The Court of Appeals ruled that the fact that (1) all
respondent corporations have the same address (2) all
were represented by the same counsel, Atty. Isidro S.
Escano (3) Atty. Escano holds office at respondent
corporations address and (4) all respondent corporations
have common officers and key personnel, would not justify
the application of the doctrine of piercing the veil of
corporate fiction.
The Court of Appeals held that there should be clear and
convincing evidence that SRTI, FETMI, and Filsyn were
being used as alter ego, adjunct or business conduit for the
sole
_______________
10
Id., at pp. 302303.

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235
benefit of Peggy Mills, Inc. (PMI), otherwise, said

corporations should be treated as distinct and separate
from each other.
The Court of Appeals pointed out that the Articles of
Incorporation of PMI show that it has six incorporators,
namely, Patricio, Jose Yulo, Jr., Carlos Palanca, Jr., Cesar
R. Concio, Jr., E. A. Picasso, and Walter Euyang. On the
other hand, the Articles of Incorporation of Filsyn show
that it has 10 incorporators, namely, Jesus Y. Yujuico,
Carlos Palanca, Jr., Patricio, Ang Beng Uh, Ramon A. Yulo,
Honorio Poblador, Jr., Cipriano Azada, Manuel Tomacruz,
Ismael Maningas, and Benigno Zialcita, Jr.
The Court of Appeals pointed out that PMI and Filsyn
have only two interlocking incorporators and directors,
namely, Patricio and Carlos Palanca, Jr.
11
Reiterating the ruling of this Court in Laguio v. NLRC,
the Court of Appeals held that mere substantial identity of
the incorporators of two corporations does not necessarily
imply fraud, nor warrant the piercing of the veil of
corporate fiction.
The Court of Appeals also pointed out that when SRTI
and PMI executed the Dation in Payment with Lease, it
was clear that SRTI did not assume the liabilities PMI
incurred before the execution of the contract.
The Court of Appeals held that McLeod failed to
substantiate his claim that all respondent corporations
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should be treated as one corporate entity. The Court of

Appeals thus upheld the NLRCs finding that no employer
employee relationship existed between McLeod and
respondent corporations except PMI.
The Court of Appeals ruled that Eric Hu, as an officer of
PMI, should be exonerated from any liability, there being
no proof of malice or bad faith on his part. The Court of
Appeals,
_______________
11
G.R. No. 108936, 4 October 1996, 262 SCRA 715.

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however, ruled that McLeod was entitled to recover from

PMI and Patricio, the companys Chairman and President.
The Court of Appeals pointed out that Patricio
deliberately and maliciously evaded PMIs financial
obligation to McLeod. The Court of Appeals stated that, on
several occasions, despite his approval, Patricio refused
and ignored to pay McLeods retirement benefits. The
Court of Appeals stated that the delay lasted for one year
prompting McLeod to initiate legal action. The Court of
Appeals stated that although PMI offered to pay McLeod
his retirement benefits, this offer for P300,000 was still
below the floor limits provided by law. The Court of
Appeals held that an employee could demand payment of
retirement benefits as a matter of right.
The Court of Appeals stated that considering that PMI
was no longer in operation, its officer should be held liable
for acting on behalf of the corporation.
The Court of Appeals also ruled that since PMI did not
have a retirement program providing for retirement
benefits of its employees, Article 287 of the Labor Code
must be followed. The Court of Appeals thus upheld the
NLRCs finding that McLeod was entitled to retirement pay
equivalent to 22.5 days for every year of service from 1980
to 1992 based on a salary rate of P50,495 a month.
The Court of Appeals held that McLeod was not entitled
to payment of vacation, sick leave and holiday pay because
as Vice President and Plant Manager, McLeod is a
managerial employee who, under Article 82 of the Labor
Code, is not entitled to these benefits.
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The Court of Appeals stated that for McLeod to be

entitled to payment of service incentive leave and holidays,
there must be an agreement to that effect between him and
his employer.
Moreover, the Court of Appeals rejected McLeods
argument that since PMI paid for his two roundtrip tickets
ManilaLondon in 1983 and 1986, he was also entitled to
unused airline tickets. The Court of Appeals stated that
the fact that PMI granted McLeod free transport to and
from Manila and
237
VOL. 512, JANUARY 23, 2007
237
London for the year 1983 and 1986 does not ipso facto
characterize it as regular that would establish a prevailing
company policy.
The Court of Appeals also denied McLeods claims for
underpayment of salaries and his 13th month pay for the
year 1994. The Court of Appeals upheld the NLRCs ruling
that it could be deduced from McLeods own narration of
facts that he agreed to the reduction of his compensation
from P60,000 to P50,495 in August 1990 to November 1993.
The Court of Appeals found the award of moral damages
for P50,000 in order because of the stubborn refusal of
PMI and Patricio to respect McLeods valid claims.
The Court of Appeals also ruled that attorneys fees
equivalent to 10% of the total award should be given to
12
McLeod under Article 2208, paragraph 2 of the Civil Code.
Hence, this petition.
The Issues
McLeod submits the following issues for our consideration:
1. Whether the challenged Decision and Resolution of
the 14th Division of the Court of Appeals
promulgated on 15 June 2000 and 27 December
2000, respectively, in CAG.R. SP No. 55130 are in
accord with law and jurisprudence
2. Whether an employeremployee relationship exists
between the private respondents and the petitioner
for purposes of determining employer liability to
the petitioner
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3. Whether the private respondents may avoid their

financial obligations to the petitioner by invoking
the veil of corporate fiction
4. Whether petitioner is entitled to the relief he seeks
against the private respondents
5. Whether the ruling of [this] Court in Special Police
and Watchman Association (PLUM) Federation v.
National Labor Rela
_______________
12
Rollo, p. 302.
238
238

tions Commission cited by the Office of the Solicitor

General is applicable to the case of petitioner and
6. Whether the appeal taken by the private
respondents from the Decision of the labor arbiter
meets the mandatory requirements recited13 in the
Labor Code of the Philippines, as amended.
The Courts Ruling

The petition must fail.
McLeod asserts that the Court of Appeals should not
have upheld the NLRCs findings that he was a managerial
employee of PMI from 20 June 1980 to 31 December 1992,
and then a consultant of SRTI up to 30 November 1993.
McLeod asserts that if only for this brazen assumption,
the Court of Appeals should not have sustained the NLRCs
ruling that his cause of action was only against PMI.
These assertions do not deserve serious consideration.
Records
disclose that McLeod was an employee only of
14
PMI. PMI hired McLeod as its acting Vice
President and
15
General Manager on 20 June 1980. PMI confirmed
McLeods appointment as Vice President/Plant Manager in
the Special Meeting
of its Board of Directors on 10
16
February 1981. McLeod himself testified during the
hearing before the Labor17 Arbiter that his regular
employment was with PMI.
When PMIs rankandfile employees staged a strike on
19 August 1989 to July 1992, PMI incurred serious
18
business losses. This prompted PMI to stop permanently
17/43
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18
business losses. This prompted PMI to stop permanently

plant operations and to send a notice of closure to 19the
Department of Labor and Employment on 21 July 1992.
_______________
13
Id., at p. 28. Internal citation omitted.
14
TSN, 8 March 1996, p. 63 TSN, 10 December 1996, p. 55.
15
Rollo, p. 144.
16
Id., at p. 153.
17
TSN, 2 April 1996, p. 49.
18
Rollo, p. 145 TSN, 15 April 1996, pp. 1314, 1617.
19
Rollo, p. 93.
239
VOL. 512, JANUARY 23, 2007
239
PMI informed
its employees, including McLeod, of the
20
closure. PMI paid its employees, including managerial
employees, except McLeod, their unpaid wages, sick leave,
vacation leave, prorated 13th month pay, and separation
pay. Under the compromise agreement between PMI and
its employees, the employeremployee
relationship between
21
them ended on 25 November 1992.
Records also disclose that PMI extended McLeods
service up to 31
December 1992 to wind up some affairs of
22
the company. McLeod testified on crossexamination 23
that
he received his last salary from PMI in December 1992.
It is thus clear that McLeod was a managerial employee
of PMI from 20 June 1980 to 31 December 1992.
However, McLeod claims that after FETMI purchased
PMI in January 1993, he continued to work at the same
plant with the same responsibilities until 30 November
1993. McLeod claims that FETMI merely renamed PMI as
SRTI. McLeod asserts that it was for this reason that when
he reached the retirement age in 1993, he24 asked all the
respondents for the payment of his benefits.
These assertions deserve scant consideration.
What took place between PMI and SRTI was dation in
payment with lease. Pertinent portions of the contract that
PMI and SRTI executed on 15 June 1992 read:
WHEREAS, PMI is indebted to the Development Bank of the
Philippines (DBP) and as security for such debts (the
Obligations) has mortgaged its real properties covered by TCT
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Nos. T38647, T37136,

machineries and
and
T37135,
together
with
all
_______________
20
TSN, 10 December 1996, pp. 1113.
21
Rollo, p. 242 TSN, 18 March 1997, pp. 1922, 2627 TSN, 26 August 1996, p.
24.
22
Rollo, p. 145 TSN, 26 August 1996, pp. 2526.
23
TSN, 15 April 1996, p. 31. See Rollo, pp. 156 and 157.
24
Rollo, pp. 4546.
240
240

improvements found thereat, a complete listing of which is hereto

attached as Annex A (the Assets)
WHEREAS, by virtue of an intergovernmental agency
arrangement, DBP transferred the Obligations, including the
Assets, to the Asset Privatization Trust (APT) and the latter has
received payment for the Obligations from PMI, under APTs
Direct Debt BuyOut (DDBO) program thereby causing APT to
completely discharge and cancel the mortgage in the Assets and
to release the titles of the Assets back to PMI
WHEREAS, PMI obtained cash advances from SRTC in the
total amount of TWO HUNDRED TEN MILLION PESOS
(P210,000,000.00) (the Advances) to enable PMI to consummate
the DDBO with APT, with SRTC subrogating APT as PMIs
creditor thereby
WHEREAS, in payment to SRTC for PMIs liability, PMI
has agreed to transfer all its rights, title and interests in
the Assets by way of a dation in payment to SRTC,
provided that simultaneous with the dation in payment,
SRTC shall grant unto PMI the right to lease the Assets
under terms and conditions stated hereunder
xxxx
NOW THEREFORE, for and in consideration of the foregoing
premises, and of the terms and conditions hereinafter set forth,
the parties hereby agree as follows:
1. CESSION. In consideration of the amount of TWO
HUNDRED TEN MILLION PESOS (P210,000,000.00), PMI
hereby cedes, conveys and transfers to SRTC all of its rights, title
25
and interest in and to the Assets by way of a dation in payment.
(Emphasis supplied)
As a rule, a corporation that purchases the assets of

another will not be liable for the debts of the selling
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corporation, provided the former acted in good faith and

paid adequate consideration for such assets, except when
any of the following circumstances is present: (1) where the
purchaser expressly or impliedly agrees to assume the
debts, (2) where the
_______________
25
Records, pp. 4950.

241
VOL. 512, JANUARY 23, 2007
241
transaction amounts to a consolidation or merger of the

corporations, (3) where the purchasing corporation is
merely a continuation of the selling corporation, and (4)
where the selling corporation fraudulently enters
into the
26
transaction to escape liability for those debts.
None of the foregoing exceptions is present in this case.
Here, PMI transferred its assets to SRTI to settle its
obligation to SRTI in the sum of P210,000,000. We are not
convinced that PMI fraudulently transferred these assets
to escape its liability for any of its debts. PMI had already
paid its employees, except McLeod, their money claims.
There was also no merger or consolidation of PMI and
SRTI.
Consolidation is the union of two or more existing
corporations to form a new corporation called the
consolidated corporation. It is a combination by agreement
between two or more corporations by which their rights,
franchises, and property are united and become those of a
single, new corporation, composed generally, although not
necessarily, of the stockholders of the original corporations.
Merger, on the other hand, is a union whereby one
corporation absorbs one or more existing corporations, and
the absorbing corporation survives and continues the
combined business.
The parties to a merger or consolidation are called
constituent corporations. In consolidation, all the
constituents are dissolved and absorbed by the new
consolidated enterprise. In merger, all constituents, except
the surviving corporation, are dissolved. In both cases,
however, there is no liquidation of the assets of the
dissolved corporations, and the surviving or consolidated
corporation acquires all their prop
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_______________
26
Philippine National Bank v. Andrada Electric & Engineering
Company, 430 Phil. 882 381 SCRA 244 (2002).

242
242

erties, rights and franchises and their stockholders usually

become its stockholders.
The surviving or consolidated corporation assumes
automatically the liabilities of the dissolved corporations,
regardless of whether the creditors
have consented or not
27
to such merger or consolidation.
In the present case, there is no showing that the subject
dation in payment involved any corporate merger or
consolidation. Neither is there any showing of those
indicative factors that SRTI is a mere instrumentality of
PMI.
Moreover, SRTI did not expressly or impliedly agree to
assume any of PMIs debts. Pertinent portions of the
subject Deed of Dation in Payment with Lease provide,
thus:
2. WARRANTIES AND REPRESENTATIONS. PMI hereby
warrants and represents the following:
xxxx
(e) PMI shall warrant that it will hold SRTC or its assigns, free and
harmless from any liability for claims of PMIs creditors,
laborers, and workers and for physical injury or injury to property
arising from PMIs custody, possession, care, repairs, maintenance, use or
28
operation of the Assets except ordinary wear and tear
(Emphasis
supplied)
Also, McLeod did not present any evidence to show the

alleged renaming of Peggy Mills, Inc. to Sta. Rosa
Textiles, Inc.
Hence, it is not correct for McLeod to treat PMI and
SRTI as the same entity.
Respondent corporations assert that SRTI29 hired McLeod
as consultant after PMI stopped operations. On the other
hand,
_______________
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27
II J. Campos and M.C. LopezCampos, The Corporation Code:
Comments, Notes and Selected Cases 440441 (1990 ed.).

28
Records, p. 50.
29
Rollo, pp. 359 and 386.

243
VOL. 512, JANUARY 23, 2007
243
McLeod asserts that he was respondent corporations

30
employee from 1980 to 30 November 1993. However,
McLeod failed to present any proof of employeremployee
relationship between him and Filsyn, SRTI, or FETMI.
McLeod testified, thus:
ATTY. ESCANO:
Do you have any employment contract with Far

Eastern Textile?
WITNESS:
It is my belief up the present time.
ATTY. AVECILLA:
May I request that the witness be allowed to go

through his Annexes, Your Honor.
ATTY. ESCANO:
Yes, but I want a precise answer to that question. If he

has an employment contract with Far Eastern Textile?
WITNESS:
Can I answer it this way, sir? There is not a valid

contract but I was under the impression taking into
consideration that the closeness that I had at Far
Eastern Textile is enough during that period of time of
the development of Peggy Mills to reorganize a staff. I
was under the basic impression that they might still
retain my status as Vice President and Plant Manager
of the company.
ATTY. ESCANO:
But the answer is still, there is no employment

contract in your possession appointing you in any
capacity by Far Eastern?
WITNESS:
There was no written contract, sir.
xxxx
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ATTY. ESCANO:
So, there is proof that you were in fact really employed
by Peggy Mills?
_______________
30
Id., at pp. 4346.

244
244

WITNESS:
Yes, sir.
ATTY. ESCANO:
Of course, my interest now is to whether or not there is

a similar document to present that you were employed
by the other respondents like Filsyn Corporation?
WITNESS:
I have no document, sir.
ATTY. ESCANO:
What about Far Eastern Textile Mills?
WITNESS:
I have no document, sir.
ATTY. ESCANO:
And Sta. Rosa Textile Mills?
WITNESS:
31
There is no document, sir.
xxxx
ATTY. ESCANO:
Q Yes. Let me be more specific, Mr. McLeod. Do you have
a contract of employment from Far Eastern Textiles,
Inc.?
A
No, sir.
Q What about Sta. Rosa Textile Mills, do you have an

employment contract from this company?
A
No, sir.
xxxx
Q
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And what about respondent Eric Hu. Have you had any
contract of employment from Mr. Eric Hu?
A
Not a direct contract but I was taken in and I told to

take over this from Mr. Eric Hu. Automatically, it
confirms that Mr. Eric Hu, in other words, was under
the control of Mr. Patricio Lim at that period of time.
Q No documents to show, Mr. McLeod?

32
No. No documents, sir.
_______________
31
TSN, 8 March 1996, pp. 4951, 6364.
32
TSN, 2 April 1996, pp. 5658.

245
VOL. 512, JANUARY 23, 2007
245
McLeod could have presented evidence to support his

allegation of employeremployee relationship between him
and any of Filsyn, SRTI, and FETMI, but he did not.
Appointment letters or employment contracts, payrolls,
organization charts, SSS registration, personnel list, as
well as testimony33 of coemployees, may serve as evidence of
employee status.
It is a basic rule in evidence that parties must prove
their affirmative allegations. While technical rules are not
strictly followed in the NLRC, this does not mean that the
rules on proving allegations are entirely ignored. Bare
allegations are not enough. They must
be supported by
34
substantial evidence at the very least.
However, McLeod claims that for purposes of
determining employer liability, all private respondents are
one and the same employer because: (1) they have the
same address (2) they are all engaged in the same
business
and (3) they have interlocking directors and
35
officers.
This assertion is untenable.
A corporation is an artificial being invested by law with
a personality separate and distinct from that of its
stockholders and from that36 of other corporations to
which it may be connected.
While a corporation may exist for any lawful purpose,
the law will regard it as an association of persons or, in
case of two corporations, merge them into one, when its
corporate legal entity is used as a cloak for fraud or
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illegality. This is the doctrine of piercing the veil of

corporate fiction. The doc
_______________
33
34
C.A. Azucena, Everyones Labor Code 57 (2001 ed.).

Gerlach v. Reuters Limited, Phils., G.R. No. 148542, 17 January
2005, 448 SCRA 535 StoltNielsen Marine Services, Inc. v. National Labor
Relations Commission, 360 Phil. 881 300 SCRA 713 (1998).
35
Rollo, pp. 2930.
36
Martinez v. Court of Appeals, G.R. No. 131673, 10 September 2004,
438 SCRA 130.

246
246

trine applies only when such corporate fiction is used to

defeat public 37convenience, justify wrong, protect fraud, or
defend crime, or when it is made as a shield to confuse the
legitimate issues, or where a corporation is the 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,
38
agency, conduit or adjunct of another corporation.
To disregard the separate juridical personality of a
corporation, the wrongdoing must be established
clearly
39
and convincingly. It cannot be presumed.
Here, we do not find any of the evils sought to be
prevented by the doctrine of piercing the corporate veil.
Respondent corporations may be engaged in the same
business as that of PMI, but this fact alone
is not enough
40
reason to pierce the veil of corporate fiction.
41
In Indophil Textile Mill Workers Union v. Calica, the
Court ruled, thus:
In the case at bar, petitioner seeks to pierce the veil of corporate
entity of Acrylic, alleging that the creation of the corporation is a
devise to evade the application of the CBA between petitioner
Union and private respondent Company. While we do not
discount the possibility of the similarities of the businesses of
private respondent and Acrylic, neither are we inclined to apply
the doctrine invoked by petitioner in granting the relief sought.
The fact that the
_______________
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37
Jardine Davies, Inc. v. JRB Realty, Inc., G.R. No. 151438, 15 July 2005, 463
SCRA 555 Development Bank of the Philippines v. Court of Appeals, 415 Phil. 538
363 SCRA 307 (2001).
38
Indophil Textile Mill Workers Union v. Calica, G.R. No. 96490, 3 February
1992, 205 SCRA 697.

39
Lim v. Court of Appeals, 380 Phil. 60 323 SCRA 102 (2000) Del Rosario v.
National Labor Relations Commission, G.R. No. 85416, 24 July 1990, 187 SCRA
777.
40
Complex Electronics Employees Association v. National Labor Relations
Commission, 369 Phil. 666 310 SCRA 403 (1999).

41
Supra.
247
VOL. 512, JANUARY 23, 2007
247
businesses of private respondent and Acrylic are related,

that some of the employees of the private respondent are
the same persons manning and providing for auxiliary
services to the units of Acrylic, and that the physical
plants, offices and facilities are situated in the same
compound, it is our considered opinion that these facts are
not sufficient
to justify the piercing of the corporate veil of
42
Acrylic. (Emphasis supplied)
Also, the fact that SRTI and PMI shared the same address,43
i.e., 11/F BALepanto Bldg., Paseo de Roxas, Makati City,
can be explained by the two companies stipulation in their
Deed of Dation in Payment with Lease that simultaneous
with the dation in payment, SRTC shall grant unto PMI
the right to lease 44the Assets under terms and conditions
stated hereunder.
As for the addresses of Filsyn and FETMI, Filsyn held
office at 12th45 Floor, BALepanto Bldg., Paseo de Roxas,
Makati City, while FETMI held office at 18F, Tun Nan
Commercial Building, 46333 Tun Hwa South Road, Sec. 2,
Taipei, Taiwan, R.O.C. Hence, they did not have the same
address as that of PMI.
That respondent corporations have interlocking
incorporators, directors, and officers is of no moment.
The only interlocking incorporators47 of PMI and Filsyn
were Patricio and Carlos Palanca, Jr. While Patricio was
48
Director and Board Chairman of Filsyn, SRTI, and PMI,
he was never an officer of FETMI.
_______________
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42
Supra at p. 704.
43
Rollo, p. 59.
44
Id.
45
Rollo, p. 359 TSN, 10 December 1996, p. 58.
46
Rollo, p. 64.
47
Records, pp. 178, 281282.
48
Rollo, p. 360 Records, pp. 106109 and 172.

248
248

Eric Hu,
on the other hand, was Director of Filsyn and
49
SRTI. He was never an officer of PMI.
50
Marialen C. Corpuz, Filsyns Finance Officer, testified
on crossexamination that (1) among all of Filsyns officers,
only she was the one involved in the management of PMI
(2) only she and Patricio were the common officers between
Filsyn and PMI
and (3) Filsyn and PMI are two separate
51
companies.
Apolinario L. Posio, PMIs Chief Accountant,
testified
52
that SRTI is a different corporation from PMI.
At any rate, the existence of interlocking incorporators,
directors, and officers is not enough justification to pierce
the veil of corporate fiction, in
the absence of fraud or other
53
public policy considerations.
54
In Del Rosario v. NLRC, the Court ruled that
substantial identity of the incorporators of corporations
does not necessarily imply fraud.
In light of the foregoing, and there being no proof of
employeremployee relationship between McLeod and
respondent corporations and Eric Hu, McLeods cause of
action is only against his former employer, PMI.
On Patricios personal liability, it is settled that in the
absence of malice, bad faith, or specific provision of law, a
stock
_______________
49
Rollo, pp. 360 and 362 Records, pp. 106109.
50
TSN, 21 June 1996, p. 6.
51
Id., at pp. 5457.
52
TSN, 10 December 1996, pp. 46 and 55.
53
Jardine Davies, Inc. v. JRB Realty, Inc., supra note 37 Velarde v.
Lopez, Inc., G.R. No. 153886, 14 January 2004, 419 SCRA 422.
54
Supra note 39.
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249
VOL. 512, JANUARY 23, 2007
249
holder or an officer of a corporation55 cannot be made

personally liable for corporate liabilities.
To reiterate, a corporation is a juridical entity with legal
personality separate and distinct from those acting for and
in its behalf and, in general, from the people comprising it.
The rule is that obligations incurred by the corporation,
acting through56its directors, officers, and employees, are its
sole liabilities.
Personal liability of corporate directors, trustees or
officers attaches only when (1) they assent to a patently
unlawful act of the corporation, or when they are guilty of
bad faith or gross negligence in directing its affairs, or
when there is a conflict of interest resulting in damages to
the corporation, its stockholders or other persons (2) they
consent to the issuance of watered down stocks or when,
having knowledge of such issuance, do not forthwith file
with the corporate secretary their written objection (3)
they agree to hold themselves personally and solidarily
liable with the corporation or (4) they are made by
specific provision of law
personally answerable for
57
their corporate action.
Considering that McLeod failed to prove any of the
foregoing exceptions in the present case, McLeod cannot
hold Patricio solidarily liable with PMI.
The records are bereft of any evidence that Patricio
acted with malice or bad faith. Bad faith is a question of
fact and is evidentiary. Bad faith does not connote bad
judgment or neg
_______________
55
Land Bank of the Philippines v. Court of Appeals, 416 Phil. 774 364
SCRA 375 (2001) Complex Electronics Employees Association v. National

Labor Relations Commission, supra note 40.
56
Malayang Samahan ng mga Manggagawa sa M. Greenfield v.
Ramos, G.R. No. 113907, 20 April 2001, 357 SCRA 77.

57
H.L. Carlos Construction, Inc. v. Marina Properties Corporation, G.R.
No. 147614, 29 January 2004, 421 SCRA 428 Powton Conglomerate, Inc.
v. Agcolicol, 448 Phil. 643 400 SCRA 523 (2003) Malayang Samahan ng
mga Manggagawa sa M. Greenfield v. Ramos, supra.
250
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250

ligence. It imports a dishonest purpose or some moral

obliquity and conscious wrongdoing. It means breach of a
known duty through some
ill motive or interest. It partakes
58
of the nature of fraud.
In the present case, there is nothing substantial on
record to show that Patricio acted in bad faith in
terminating McLeods services to warrant Patricios
personal liability. PMI had no other choice but to stop plant
operations. The work stoppage therefore was by necessity.
The company could no longer continue with its plant
operations because of the serious business losses that it
had suffered. The mere fact that Patricio was president and
director of PMI is not a ground to conclude that he should
be held solidarily liable with PMI for McLeods money
claims.
The 59 ruling in A.C. Ransom Labor UnionCCLU v.
NLRC, which the Court of Appeals cited, does not apply to
this case. We quote pertinent portions of the ruling, thus:
(a) Article 265 of the Labor Code, in part, expressly provides:
Any worker whose employment has been terminated as a
consequence of an unlawful lockout shall be entitled to
reinstatement with full backwages.
Article 273 of the Code provides that:
Any person violating any of the provisions of Article 265 of
this Code shall be punished by a fine of not exceeding five
hundred pesos and/or imprisonment for not less than one (1)
day nor more than six (6) months.
(b) How can the foregoing provisions be implemented when the
employer is a corporation? The answer is found in Article 212 (c)
of the Labor Code which provides:
(c) Employer includes any person acting in the interest of an employer,
directly or indirectly. The term shall not in
_______________
58
Malayang Samahan ng mga Manggagawa sa M. Greenfield v. Ramos, supra.
59
226 Phil. 199 142 SCRA 269 (1986).
251
VOL. 512, JANUARY 23, 2007
251
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clude any labor organization or any of its officers or agents except when
acting as employer.
The foregoing was culled from Section 2 of RA 602, the

Minimum Wage Law. Since RANSOM 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
RANSOM. The corporation, only in the technical sense, is the
employer.
The responsible officer of an employer corporation can be held
personally, not to say even criminally, liable for nonpayment of
back wages. That is the policy of the law.
xxxx
(c) If the policy of the law were otherwise, the corporation
employer can have devious ways for evading payment of back
wages. In the instant case, it would appear that RANSOM,
in 1969, foreseeing the possibility or probability of
payment of back wages to the 22 strikers, organized
ROSARIO to replace RANSOM, with the latter to be
eventually phased out if the 22 strikers win their case.
RANSOM actually ceased operations on May 1, 1973, after the
December 19, 1972 Decision of the Court
of Industrial Relations
60
was promulgated against RANSOM. (Emphasis supplied)
Clearly, in A.C. Ransom, RANSOM, through its President,

organized ROSARIO to evade payment of backwages to the
22 strikers. This situation, or anything similar showing
malice or bad faith on the part of Patricio,
does not obtain
61
in the present case. In Santos v. NLRC, the Court held,
thus:
It is true, there were various cases when corporate officers were
themselves held by the Court to be personally accountable for the
payment of wages and money claims to its employees. In A.C.
Ransom Labor UnionCCLU vs. NLRC, for instance, the Court
ruled that under the Minimum Wage Law, the responsible officer
of an employer corporation could be held personally liable for
nonpayment of backwages for (i)f the policy of the law were
otherwise, the corporation employer (would) have devious ways
for evading pay
_______________
60
Id., at pp. 204205 pp. 273274.
61
325 Phil. 145 254 SCRA 673 (1996).
252
252
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ment of backwages. In the absence of a clear identification of the

officer directly responsible for failure to pay the backwages, the
Court considered the President of the corporation as such officer.
The case was cited in Chua vs. NLRC in holding personally
liable the vicepresident of the company, being the highest and
most ranking official of the corporation next to the President who
was dismissed for the latters claim for unpaid wages.
A review of the above exceptional cases would readily disclose
the attendance of facts and circumstances that could rightly
sanction personal liability on the part of the company officer. In
A.C. Ransom, the corporate entity was a family corporation and
execution against it could not be implemented because of
the disposition posthaste of its leviable assets evidently in
order to evade its just and due obligations. The doctrine of
piercing the veil of corporate fiction was thus clearly
appropriate. Chua likewise involved another family
corporation, and this time the conflict was between two brothers
occupying the highest ranking positions in the company. There
were incontrovertible facts which pointed to extreme personal
animosity that resulted, evidently in bad faith, in the easing out
from the company of one of the brothers by the other.
The basic rule is still that which can be deduced from the
Courts pronouncement in Sunio vs. National Labor Relations
Commission thus:
We come now to the personal liability of petitioner, Sunio, who was made
jointly and severally responsible with petitioner company and CIPI for
the payment of the backwages of private respondents. This is reversible
error. The Assistant Regional Directors Decision failed to disclose the
reason why he was made personally liable. Respondents, however,
alleged as grounds thereof, his being the owner of onehalf () interest of
said corporation, and his alleged arbitrary dismissal of private
respondents.
Petitioner Sunio was impleaded in the Complaint in his capacity as
General Manager of petitioner corporation. There appears to be no
evidence on record that he acted maliciously or in bad faith in
terminating the services of private respondents. His act, therefore, was
within the scope of his authority and was a corporate act.
253
VOL. 512, JANUARY 23, 2007
253

It is basic that a corporation is invested by law with a personality
separate and distinct from those of the persons composing it as well as
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from that of any other legal entity to which it may be related. Mere
ownership by a single stockholder or by another corporation of all or
nearly all of the capital stock of a corporation is not of itself sufficient
ground for disregarding the separate corporate personality. Petitioner
Sunio, therefore, should not have been made personally answerable for
62
the payment of private respondents back salaries.
(Emphasis
supplied)
Thus, the rule is still that the doctrine of piercing the

corporate veil applies only when the corporate fiction is
used to defeat public convenience, justify wrong, protect
fraud, or defend crime. 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. Neither Article 212(c) nor
Article 273 (now 272) of the Labor Code expressly makes
any corporate officer personally liable for the debts of the
corporation. As this Court ruled in H.L. 63Carlos
Construction, Inc. v. Marina Properties Corporation:
We concur with the CA that these two respondents are not liable.
Section 31 of the Corporation Code (Batas Pambansa Blg. 68)
provides:
Section 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 ... shall be liable jointly and severally for all damages resulting
therefrom suffered by the corporation, its stockholders and other
persons.
The personal liability of corporate officers validly attaches only

when (a) they assent to a patently unlawful act of the corporation
or (b) they are guilty of bad faith or gross negligence in directing
its
_______________
62
Id., at pp. 158160 pp. 683684.
63
Supra note 57.
254
254

affairs or (c) they incur conflict of interest, resulting in damages

to the corporation, its stockholders or other persons.
The records are bereft of any evidence that Typoco acted in bad
faith with gross or inexcusable negligence, or that he acted
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outside the scope of his authority as company president. The

unilateral termination of the Contract during the existence of the
TRO was indeed contemptiblefor which MPC should have
merely been cited for contempt of court at the mostand a
preliminary injunction would have then stopped work by the
second contractor. Besides, there is no showing that the unilateral
64
termination of the Contract was null and void.
McLeod is not entitled to payment of vacation leave and

sick leave as well as to holiday pay. Article 82, Title I, Book
Three of the Labor Code, on Working Conditions and Rest
Periods, provides:
Coverage.The provisions of this title shall apply to employees
in all establishments and undertakings whether for profit or not,
but not to government employees, managerial employees,
field personnel, members of the family of the employer who are
dependent on him for support, domestic helpers, persons in the
personal service of another, and workers who are paid by results
as determined by the Secretary of Labor in appropriate
regulations.
As used herein, managerial employees refer to those whose
primary duty consists of the management of the establishment in
which they are employed or of a department or subdivision
thereof, and to other officers or members of the managerial staff.
(Emphasis supplied)
As Vice President/Plant Manager, McLeod is a managerial

employee who is excluded from the coverage of Title I, Book
Three of the Labor Code. McLeod is entitled to payment of
vacation leave and sick leave only if he and PMI had
agreed on it. The payment of vacation leave and sick leave
depends on the policy of the employer or the agreement
between the
_______________
64
Id., at pp. 442443.

255
VOL. 512, JANUARY 23, 2007
255

65
employer and employee. In the present case, there is no

showing that McLeod and PMI had an agreement
concerning payment of these benefits.
McLeods assertion of underpayment
of his 13th month
66
pay in December 1993 is unavailing. As already stated,
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PMI stopped plant operations in 1992. McLeod himself

testified that he received his last salary from PMI in
December 1992. After the termination of the employer
employee relationship between McLeod and PMI, SRTI
hired McLeod as consultant and not as employee. Since
McLeod was no longer67 an employee, he was not entitled to
the 13th month pay. Besides, there is no evidence on
record that McLeod indeed received his alleged 68reduced
13th month pay of P44,183.63 in December 1993.
Also unavailing is McLeods claim that he was entitled
to the unpaid monetary equivalent of unused plane tickets
for the period
covering 1989 to 1992 in the amount of
69
P279,300.00. PMI has no company policy granting its
offi
_______________
65
St. Michael Academy v. National Labor Relations Commission, 354
Phil. 491 292 SCRA 478 (1998).

66
67
Rollo, p. 13.
The
pertinent
portion
of
the
Revised
Guidelines
on
the
Implementation of the 13th Month Pay reads:

Section 1 of Presidential Decree No. 851 is hereby modified to the extent that all
employers are hereby required to pay all their rankandfile employees a 13th
month pay not later than December 24 of every year.
Before its modification by the aforecited Memorandum Order, P.D. No.

851 excludes from entitlement to the 13th month pay those employees
who were receiving a basic salary of more than P1,000.00 a month. With
the removal of the salary ceiling of P1,000.00, all rankandfile
employees are now entitled to a 13th month pay regardless of the
amount of basic salary that they receive in a month if their employers are
not otherwise exempted from the application of P.D. No. 851. (Emphasis
supplied)
68
TSN, 8 March 1996, p. 121.
69
Rollo, p. 15.
256
256

70
cers and employees expenses for trips abroad. That at one

time PMI reimbursed McLeod 71for his and his wifes plane
tickets in a vacation to London could not be deemed as an
established practice considering that it happened only once.
To be considered a regular practice, the giving of the
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benefits should have been done over a long period,72 and

must be shown to have been consistent and deliberate.
In American Wire and Cable Daily Rated73 Employees
Union v. American Wire and Cable Co., Inc., the Court
held that for a bonus to be enforceable, the employer must
have promised it, and the parties must have expressly
agreed upon it, or it must have had a fixed amount and had
been a long and regular practice on the part of the
employer.
In the present case, there is no showing that PMI ever
promised McLeod that it would continue to grant him the
benefit in question. Neither is there any proof that PMI
and McLeod had expressly agreed upon the giving of that
benefit.
74
McLeods reliance on Annex M can hardly carry the
day for him. Annex M, which is McLeods letter addressed
to Philip Lim, VP Administration, merely contains
McLeods proposals for the grant of some benefits to
supervisory and confidential employees. Contrary to
McLeods allegation, Patricio did not sign the letter. Hence,
the letter does not embody any agreement between McLeod
and the management that would entitle McLeod to his
money claims.
Neither
can McLeods assertions find support in Annex
75
U. Annex U is the Agreement which McLeod and
Univer
_______________
70
TSN, 10 December 1996, pp. 2122 and 68 TSN, 26 August 1996, pp.
6667.
71
72
TSN, 10 December 1996, pp. 6870 TSN, 26 August 1996, p. 17.

See Philippine Appliance Corporation (PHILACOR) v. Court of
Appeals, G.R. No. 149434, 3 June 2004, 430 SCRA 525.

73
G.R. No. 155059, 29 April 2005, 457 SCRA 684.
74
Records, pp. 124125.
75
Rollo, pp. 338343.

257
VOL. 512, JANUARY 23, 2007
257
sal Textile Mills, Inc. executed in 1959. The Agreement

merely contains the renewal of the service agreement
which the parties signed in 1956.
McLeod cannot successfully pretend that his monthly
salary of P60,000 was reduced without his consent.
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McLeod testified that in 1990, Philip Lim explained to

him why his salary would have to be reduced. McLeod said
that Philip told him 76that they were short in finances that
it would be repaid. Were McLeod not amenable to that
reduction in salary, he could have immediately resigned
from his work in PMI.
McLeod knew that PMI was then suffering from serious
business losses. In fact, McLeod testified that PMI was not
able to operate from August 1989 to 1992 because of the
strike. Even before 1989, as Vice President of PMI, McLeod
was aware 77that the company had incurred huge loans
from DBP. As it happened, McLeod continued to work
with PMI. We find it pertinent to quote some portions of
Apolinario Posios testimony, to wit:
Q You also stated that before the period of the strike as
shown by annex K of the reply filed by the
complainant which was I think a voucher, the salary of
Mr. McLeod was roughly P60,000.00 a month?
A Yes, sir.
Q And as shown by their annex L to their reply, that this
was reduced to roughly P50,000.00 a month?
A Yes, sir.
Q You stated that this was indeed upon the instruction by
the VicePresident of Peggy Mills at that time and that
was Mr. Philip Lim, would you not?
A Yes, sir.
_______________
76
TSN, 15 April 1996, pp. 2223.
77
Id., at pp. 1317.

258
258

Q Of your own personal knowledge, can you say if this

was, in fact, by agreement between Mr. Philip Lim or
any other officers of Peggy Mills and Mr. McLeod?
A If I recall it correctly, I assume it was an agreement,
verbal agreement with, between Mr. Philip Lim and Mr.
McLeod, because the voucher that we prepared was
actually acknowledged by Mr. McLeod, the reduced
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amount was acknowledged by Mr. McLeod thru the

voucher that we prepared.
Q In other words, Mr. Witness, you mean to tell us that
Mr. McLeod continuously received the reduced amount
of P50,000.00 by signing the voucher and receiving the
amount in question?
A Yes, sir.
Q As far as you remember, Mr. Posio, was there any
complaint by Mr. McLeod because of this reduced
amount of his salary at that time?
A I dont have any personal knowledge of any complaint,
sir.
Q At least, that is in so far as you were concerned, he said
nothing when he signed the voucher in question?
A Yes, sir.
Q Now, you also stated that the reason for what appears to
be an agreement between Peggy Mills and Mr. McLeod
in so far as the reduction of his salary from P60,000.00
to P50,000.00 a month was because he would have a
reduced number of working days in view of the strike at
Peggy Mills, is that right?
A Yes, sir.
Q And that this was so because on account of the strike,
there was no work to be done in the company?
78
A Yes, sir.
xxxx
Q Now, you also stated if you remember during the first

time that you testified that in the beginning, the
monthly
_______________
78
TSN, 26 August 1996, pp. 1721.

259
VOL. 512, JANUARY 23, 2007
259
salary of the complainant was P60,000.00, is that

correct?
A Yes, sir.
Q
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And because of the long period of the strike, when there

was no work to be done, by agreement with the
complainant, his monthly salary was adjusted to only
P50,495 because he would not have to report for work on
Saturday. Do you remember having made that
explanation?
A Yes, sir.
Q You also stated that the complainant continuously
received his monthly salary in the adjusted amount of
P50,495.00 monthly signing the necessary vouchers or
pay slips for that without complaining, is that not right,
Mr. Posio?
79
A Yes, sir.
Since the last salary that McLeod received from PMI was
P50,495, that amount should be the basis in computing his
retirement benefits. McLeod must be credited only with his
service to PMI as it had a juridical personality separate
and distinct from that of the other respondent
corporations.
80
Since PMI has no retirement plan, we apply Section 5,
Rule II of the Rules Implementing the New Retirement
Law which provides:
5.1 In the absence of an applicable agreement or
retirement plan, an employee who retires pursuant
to the Act shall be entitled to retirement pay
equivalent to at least onehalf (1/2) month salary
for every year of service, a fraction of at least six (6)
months being considered as one whole year.
5.2 Components of Onehalf (1/2) Month Salary.For
the purpose of determining the minimum
retirement pay due an employee under this Rule,
the term onehalf month salary shall include all of
the following:
_______________
79
TSN, 10 December 1996, pp. 7779.
80
TSN, 18 March 1997, p. 23.

260
260

(a) Fifteen (15) days salary of the employee based

on his latest salary rate. x x x
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With McLeod having worked with PMI for 12 years, from

1980 to 1992, he is entitled to a retirement pay equivalent
to 1/2 month salary for every year of service based on his
latest salary rate of P50,495 a month.
There is no basis for the award of moral damages.
Moral damages are recoverable only if the defendant has
acted fraudulently or in bad faith, or is guilty of gross
negligence amounting to bad faith, or in wanton disregard
of his contractual obligations. The breach must be wanton,
81
reckless, malicious, or in bad faith, oppressive or abusive.
From the records of the case, the Court finds no ultimate
facts to support a conclusion of bad faith on the part of
PMI.
Records disclose that PMI had long offered to pay
McLeod his money claims. In their Comment, respondents
assert that they offered to pay McLeod the sum of
P840,000, as separation benefits, and not P300,000, if only
to buy peace and to forestall any complaint that McLeod
may initiate before the NLRC. McLeod admitted at the
hearing before the Labor Arbiter that PMI has made this
offer
ATTY. ESCANO:
x x x According to your own statement in your Position

Paper and I am referring to page 8, your unpaid
retirement benefit for fourteen (14) years of service
atP60,000.00 per year is P840,000.00, is that correct?
WITNESS:
That is correct, sir.
ATTY. ESCANO:
And this amount is correct P840,000.00, according to
your Position Paper?
_______________
81
Philippine National Bank v. Pike, G.R. No. 157845, 20 September
2005, 470 SCRA 328.

261
VOL. 512, JANUARY 23, 2007
261

WITNESS:
That is correct, sir.
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ATTY. ESCANO:
The question I want to ask is, are you aware that this
amount was offered to you sometime last year through
your own lawyer, my good friend, Atty. Avecilla, who is
right here with us?
WITNESS:
I was aware, sir.
ATTY. ESCANO:
So this was offered to you, is that correct?
WITNESS:
I was told that a fixed sum of P840,000.00 was offered.
ATTY. ESCANO:
And, of course, the reason, if I may assume, that you

declined this offer was that, according to you, there are
other claims which you would like to raise against the
Respondents which, by your impression, they were not
willing to pay in addition to this particular amount?
WITNESS:
Yes, sir.
ATTY. ESCANO:
The question now is, if the same amount is offered to

you by way of retirement which is exactly what you
stated in your own Position Paper, would you accept it
or not?
WITNESS:
Not on the concept

without all the basic benefits due me,
82
I will refuse.
xxxx
ATTY. ROXAS:
Q You mentioned in the crossexamination of Atty. Escano
that you were offered the separation pay in 1994, is that
correct, Mr. Witness?
_______________
82
TSN, 8 March 1996, pp. 4245.

262
262

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WITNESS:
A
I was offered a settlement of P300,000.00 for complete

settlement and that was I think in January or February
1994, sir.
ATTY. ESCANO:
No. What was mentioned was the amount of

P840,000.00.
WITNESS:
What did you say, Atty. Escano?
ATTY. ESCANO:
The amount that I mentioned was P840,000.00

corresponding to the . . . . . . .
WITNESS:
May I ask that the question be clarified, your Honor?
ATTY. ROXAS:
Q You mentioned that you were offered for the settlement
of your claims in 1994 for P840,000.00, is that right, Mr.
Witness?
A
During that period in time, while the petition in this

case was ongoing, we already filed a case at that period
of time, sir. There was a discussion. To the best of my
knowledge, they are willing to settle for P840,000.00
and based on what the Attorney told me, I refused to
accept because I believe that my position was not in
anyway due to 83a compromise situation to the benefits I
am entitled to.
Hence, the awards for exemplary damages

and attorneys
84
fees are not proper in the present case.
That respondent corporations, in their appeal to the
NLRC, did not serve a copy of their memorandum of appeal
upon PMI is of no moment. Section 3(a), Rule VI of the
NLRC New Rules of Procedure provides:
_______________
83
TSN, 15 April 1996, pp. 6567.
84
Special Police and Watchmen Asso. (PLUM) Federation v. National
Labor Relations Commission, 344 Phil. 384 278 SCRA 828 (1997).
263
VOL. 512, JANUARY 23, 2007
263

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Requisites for Perfection of Appeal.(a) The appeal shall be filed

within the reglementary period as provided in Section 1 of this
Rule shall be under oath with proof of payment of the required
appeal fee and the posting of a cash or surety bond as provided in
Section 5 of this Rule shall be accompanied by a memorandum of
appeal x x x and proof of service on the other party of such
appeal. (Emphasis supplied)
The other party mentioned in the Rule obviously refers to

the adverse party, in this case, McLeod. Besides, Section 3,
Rule VI of the Rules which requires, among others, proof of
service of the memorandum of appeal on the other party, is
merely a rundown of the contents of the required
memorandum of appeal to be submitted 85
by the appellant.
These are not jurisdictional requirements.
WHEREFORE, we DENY the petition and AFFIRM the
Decision of the Court of Appeals in CAG.R. SP No. 55130,
with the following MODIFICATIONS: (a) the retirement
pay of John F. McLeod should be computed at 1/2 month
salary for every year of service for 12 years based on his
salary rate of P50,495 a month (b) Patricio L. Lim is
absolved from personal liability and (c) the awards for
moral and exemplary damages and attorneys fees are
deleted. No pronouncement as to costs.
SO ORDERED.
Quisumbing (Chairperson), Tinga and Velasco, Jr.,
JJ., concur.
CarpioMorales, J., No Part. Concurred in assailed
decision.
Petition denied, judgment affirmed.
_______________
85
Del Mar Domestic Enterprises v. National Labor Relations
Commission, 347 Phil. 277 282 SCRA 602 (1997).

264
264

Toriano vs. Trieste, Sr.
Notes.The merger does not become effective upon the

mere agreement of the constituent corporationsthe
merger shall be effective only upon the issuance by the
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SEC of a certificate of merger. (Associated Bank vs. Court

of Appeals, 291 SCRA 511 [1998])
Ordinarily in the merger of two or more existing
corporations, one of the combining corporations survives
and continues the combined business. Merger shall only be
effective upon the issuance of a certificate of merger by the
Securities and Exchange Commission (SEC). Upon the
effectivity of the merger, the absorbed corporation ceases to
exist but its rights, and the properties as well as the
liabilities shall be taken and deemed transferred to and
vested in the surviving corporation. (Poliand Industrial
Limited vs. National Development Company, 467 SCRA 500
[2005])
o0o
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SUPREME COURT REPORTS ANNOTATED

G.R. No. 146667. January 23, 2007.

JOHN F. McLEOD, petitioner, vs. NATIONAL LABOR

VOL. 512, JANUARY 23, 2007