SECOND DIVISION
UNITED PARAGON MINING G.R. No. 150959
CORPORATION,
Petitioner, Present:
PUNO, J., Chairperson,
- versus - SANDOVAL-GUTIERREZ,
AZCUNA, and
GARCIA, JJ.
COURT
OF APPEALS, former
12th
DIVISION, ATTY. MURLY
P.
MENDEZ and CESARIO[1]
F. Promulgated:
ERMITA,
Respondents. August 4, 2006
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D E C I S I O N
GARCIA,
J.:
Assailed and sought
to be set aside in this petition for review under Rule
45 of the Rules of Court is the Decision[2]
dated July 24, 2001 of the Court of Appeals (CA), as reiterated in its
Resolution[3]
of November 7, 2001, dismissing the petition for certiorari with prayer for a
temporary restraining order and preliminary injunction thereat filed by the herein
petitioner in CA-G.R. SP No. 44450, entitled United Paragon Mining Corporation, represented by Feliciano M. Daniel
v. Atty. Murly P. Mendez, in his capacity as Accredited Voluntary Arbitrator,
Region V, and Cesario F. Ermita.
The facts:
Prior to the instant controversy,
private respondent Cesario F. Ermita (Cesario, for brevity) was a regular
employee working as a foreman of petitioner United Paragon Mining Corporation
(UPMC, hereafter).
On
As a result of the termination, the
matter was brought to the grievance machinery as mandated under the Collective
Bargaining Agreement existing at that
time between UPMC and the United Paragon Supervisors Union. Having failed to reach a settlement thereat, the
parties agreed to submit the dispute to voluntary arbitration. Accordingly, the
complaint for illegal dismissal was referred to Voluntary Arbitrator Atty.
Murly P. Mendez of the National Conciliation and Mediation Board, Regional
Branch No. V,
On
An analysis of the tenor of the termination letter would seem to indicate that Ceasario Ermita was separated from service simply because his explanation was not acceptable to the company. Stated more bluntly, Ermita was terminated not because there was a definite finding of fact relative to his supposed culpability, but because his answer did not find favor with management.
xxx xxx xxx
The evidence on record partakes of the uncorroborated statement of Jerry Romero claiming that he was assaulted by [Cesario]. This claim has been disputed and is denied by [Cesario] in the statement executed by him on January 2, 1996 as well as in his written explanation (Annex 6, Respondent's Position Paper).
On this point, it can be argued that since this is a case of one's word against another, the best that could be said of management's evidence is that it has achieved a level at an equi-poise with that of the Constitution. The spirit of prevailing jurisprudence as well as a liberal interpretation of the new Constitutional provision on labor, would mandate that where a doubt exists, the same should be resolved in favor of labor. The position of [Cesario] appears to have been strengthened by the document jointly signed by [him] and Jerry Romero, the supposed victim of the assault charged.
This amicable settlement would serve to negate the charge of physical injury against [Cesario] as a basis for termination, it appearing that even [his] supposed victim, Jerry Romero, who has been made to appear as a complainant in the proceedings which resulted in the termination letter, has admitted in this amicable settlement (Annex A, Complainant's Position Paper) that "hindi naming sinasadya yon at itong ginawa naming sulat na ito ay siya ang magpapatunay na ayos kaming dalawa at walang problema sa isa't isa."
This admission, that comes no less from the supposed accuser of [Cesario], clearly establishes the fact that whatever may have happened between them on New Year's eve was something that neither of them willfully and voluntarily did. Since it has been established that the supposed scuffle between [Cesario] and Romero was "hindi sinasadya," then it would necessarily follow that there could not have been a willful and voluntary assault by [Cesario] upon Romero. This situation is further rendered more puzzling by the fact that the suspected assailant was himself the bearer of the tell-tale marks of injury.
xxx xxx xxx
It has been established to the satisfaction of this Arbitrator that the bolo seen that night was used to chop wood to be burnt in the bonfire. This statement by people who happened to be unbiased and disinterested remains uncontested and undisputed.
Further, the preponderance of evidence shows that it was not [Cesario] who used said bolo, but his son.
xxx xxx xxx
On these points, it is the finding of this Arbitrator, and it is so ruled, that Ceasario Ermita was unjustifiably terminated.[5] (Words in brackets supplied).
On the
basis of the above, the Voluntary Arbitrator, in his aforementioned decision of
WHEREFORE, judgment is hereby issued ordering respondent United Paragon Mining Corporation to immediately reinstate Ceasario F. Ermita to his former position prior to the termination without loss of seniority nor interruption of service, and to pay said Ceasario F. Ermita his back wages, including such other fringe benefits as he would have been entitled to, from the date of his termination effective February 17, 1996 up to the time of actual reinstatement. Attorney's fees are hereby granted equivalent to 10 per cent of such monetary award as the complainant is entitled to.
For lack of merit, all other claims for damages are hereby dismissed.
SO ORDERED.
In time,
UPMC moved for a reconsideration of the decision insofar as it ordered
Cesario’s reinstatement which UPMC sought to avert by offering separation pay instead. UPMC cites the following against the decreed
reinstatement: 1) Cesario’s position has
already been filled up; and 2)
reinstatement is no longer appropriate in view of the supposed strained
relations between Cesario and UPMC.
In his Order[6] of
Unsatisfied, UPMC, thru its Personnel Superintendent Feliciano M. Daniel,
elevated the case to the CA on a Petition for Certiorari with Prayer for
Temporary Restraining Order and Injunction, thereat docketed as CA-G.R. SP No.
44450, asserting that the Voluntary Arbitrator committed grave abuse of
discretion, erroneous interpretation of the law and denial of substantial
justice.
In the herein assailed Decision[7]
dated
1) The petition for certiorari was not the proper remedy in order to seek review or nullify decisions or final orders issued by the Labor Arbiter;
2) The verification in the petition is ineffective and insufficient because it was merely signed by the company's Personnel Superintendent without alleging or showing that he is authorized for the said purpose and that the verification was based on knowledge and information;
3) The petitioner's ground of grave abuse of
discretion, erroneous interpretation of the law and denial of justice are
actually dwelling on the appreciation of facts, which cannot be entertained in
a petition for certiorari.
With its
motion for reconsideration having been denied by the CA in its Resolution of
I
WHETHER OR NOT THE COURT OF APPEALS ERRED IN DISMISSING THE PETITION AFTER FINDING THAT THE PROPER REMEDY SHOULD HAVE BEEN A PETITION FOR REVIEW ON CERTIORARI AND NOT A PETITION FOR CERTIORARI;
II
WHETHER OR NOT THE PUBLIC RESPONDENT COURT OF APPEALS ERRED IN DISMISSING THE PETITION AFTER FINDING THAT THE VERIFICATION PORTION OF THE PETITION WAS INEFFECTIVE AND INSUFFICIENT IN THE ABSENCE OF ALLEGATION OR SHOWING THAT FELICIANO DANIEL, AS PERSONNEL SUPERINTENDENT WAS DULY AUTHORIZED TO FILE THE PETITION;
III
WHETHER OR NOT THE PUBLIC RESPONDENT COURT OF APPEALS ERRED IN DISMISSING THE PETITION AFTER FINDING THAT THE PETITION LACKS MERIT BECAUSE IT DWELLED ON THE APPRECIATION OF FACTS WHICH IS NOT PROPER IN PETITION FOR CERTIORARI.
The
recourse must have to be DENIED, no
reversible error having been committed
by the CA in its challenged decision.
We start with the basic concept that a
corporation, like petitioner UPMC, has no power except those expressly
conferred on it by the Corporation Code and those that are implied or
incidental to its existence. In turn, a
corporation exercises said powers through its board of directors and/or its
duly authorized officers and agents. It
has thus been observed that the power of a corporation to sue and be sued in
any court is lodged with its board of directors that exercises its corporate
powers. In turn, physical acts of the corporation, like the signing of
documents, can be performed only by natural persons duly authorized for the
purpose by the corporate by-laws or by a specific act of the board of
directors.[9]
It is petitioner’s posture that there is no
necessity for a board resolution authorizing its Personnel Superintendent to
file in its behalf the certiorari petition in CA-G.R. SP No. 44450 because said
petition arose out of the labor dispute filed against it and its Personnel
Superintendent, Feliciano M. Daniel. It is argued that in Cesario’s complaint
for illegal dismissal, Daniel was made a co-respondent of the corporation. Upon
this premise, UPMC argues that Daniel has all the right to answer the complaint
and to appeal an unfavorable judgment therein, which he actually did, in his
capacity as the corporation’s Personnel Superintendent and as its representative. Plodding on, petitioner contends that were the
CA to insist that Daniel could not represent the corporation, it follows that
the proceedings before the Voluntary Arbitrator could only be binding as
against Daniel because the company then could not have been duly represented in
said proceedings.
Throughout the proceedings before the Voluntary Arbitrator,
that is, from the filing of the position papers up to the filing of the motion
for reconsideration, UPMC was duly represented by its counsel, Atty. Archimedes
O. Yanto. True it is that Cesario’s
complaint for illegal dismissal was filed against the corporation and Daniel. It appears obvious to us, however, that
Daniel was merely a nominal party in that proceedings, as in fact he was impleaded thereat in his capacity as UPMC’s Personnel
Superintendent who signed the termination letter. For sure, Cesario’s complaint
contains no allegation whatsoever for specific claim or charge against Daniel in whatever capacity. As it is, Daniel was not
in anyway affected by the outcome of the illegal dismissal case because only
the corporation was made liable therein to Cesario. Being not a real party-in-interest, Daniel has
no right to file the petition in CA-G.R. SP No. 44450 in behalf of the
corporation without any authority from its board of directors. It is basic in
law that a corporation has a legal personality entirely separate and distinct
from that of its officers and the latter cannot act for and on its behalf
without being so authorized by its governing board.
In Premium
Marble Resources, Inc. v. Court of Appeals,[10]
we made it clear that in the absence of an authority from the board of
directors, no person, not even the officers of the corporation, can validly
bind the latter:
We agree with the finding of public respondent Court of Appeals, that “in the absence of any board resolution from its board of directors the [sic] authority to act for and in behalf of the corporation, the present action must necessary fail. The power of the corporation to sue and be sued in any court is lodged with the board of directors that exercises its corporate powers. Thus, the issue of authority and the invalidity of plaintiff-appellant’s subscription which is still pending, is a matter that is also addressed, considering the premises, to the sound judgment of the Securities and Exchange Commission.”
Given the reality
that the petition in CA-G.R. SP No. 44450 was filed by Daniel in behalf of and
in representation of petitioner UPMC without an enabling resolution of the
latter’s board of directors, that petition was fatally defective, inclusive of the
verification and the certification of non-forum shopping executed by Daniel himself.
True, ample
jurisprudence exists to the effect that subsequent and substantial compliance
of a petitioner may call for the relaxation of the rules of procedure in the
interest of justice.[11] But to merit the Court's liberal consideration,
petitioner must show reasonable cause justifying non-compliance with the rules and
must convince the Court that the outright dismissal of the petition would
defeat the administration of justice.[12]
Here, petitioner has not adequately explained its failure to
have the certification against forum shopping signed by its duly authorized
officer. Instead, it merely persisted in its thesis that it was not necessary
to show proof that its Personnel Superintendent was duly authorized to file that
petition and to sign the verification thereof and the certification against forumshopping despite the absence of the necessary board authorization,
thereby repeating in the process its basic submission that CA-G.R. SP No. 44450
is merely a continuation of the proceedings before the Voluntary Arbitrator and
that its Personnel Superintendent was impleaded as one of the respondents in Cesario’s complaint for illegal dismissal.
With the view we take of this case, we
deem it unnecessary to address petitioner’s other grievances.
WHEREFORE, the
instant petition is DENIED and the
assailed CA decision and resolution are AFFIRMED.
Costs against petitioner.
SO ORDERED.
CANCIO C. GARCIA
Associate Justice
WE CONCUR:
REYNATO S. PUNO
Associate Justice
Chairperson
|
ANGELINA SANDOVAL-GUTIERREZ Associate Justice |
RENATO C. CORONA Associate Justice |
ADOLFO S. AZCUNA
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.
REYNATO S. PUNO
Associate Justice
Chairperson, Second Division
C
E R T I F I C A T I O N
Pursuant
to Article VIII, Section 13 of the Constitution, and the Division Chairperson's
Attestation, it is hereby certified 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.
ARTEMIO V. PANGANIBAN
Chief Justice
[1] Also referred as Ceasario.
[2] Penned by Associate Justice Conrado M. Vasquez, Jr. and concurred in by Associate Justices Martin S. Villarama, Jr. and Sergio L. Pestaño; Rollo, pp. 28-32.
[3]
[4]
[5]
[6]
[7] Supra note 2.
[8] Supra note 3.
[9] Monfort Hermanos Agricultural Development Corporation v. Monfort III, G.R. No. 152542, July 8, 2004, 434 SCRA 27.
[10] G.R. No. 96551,
[11] Bank
of the Philippine
[12] Philippine
Valve Mfg. Company v. National Labor
Relations Commission, G.R. No. 152304,