SECOND DIVISION
|
CARMEN
B. DY-DUMALASA, Petitioner, - versus - DOMINGO
SABADO S. FERNANDEZ, VIRGILIO P. MONSALUD, EMELYN R. MONARES, MARIA NILA M.
DURO, ROSE GUIAO, JUANITO B. RACCA, JR., RENATO M. CARLOS, JR., WILFREDO M.
MERCADO, JUANITA B. DIMANLIG, REYNALDO M. DIMANLIG, AMIE A. MICOR, TYNE C.
DIGNADICE (D), JOANNE H. COMANDA, JOCELYN H. FERNANDEZ (D), SHYAMELA L.
FARAON, REBECCA V. DUNGAO, DOUGLAS A. ANDOSAY, VIRGINIA V. VILLARTA, VICTORIA
O. HUELGAS, LORETA S. SANTERO, MARISSA F. TRASMONTERO, NORBERTO C.
TRASMONTERO, DELIA S. DADO, ROWENA L. VICTORIA, MARITES P. TANAN, MA. THERESA
ROQUE, DANILO NICOLAS, JOCELYN J. ORDOÑEZ and ANNABEL M. DY, ET. Respondents. |
G.R. No.
178760 Present:
QUISUMBING, J., Chairperson, CARPIO
MORALES, CHICO-NAZARIO, LEONARDO-DE CASTRO, and BRION, JJ. Promulgated: July 23, 2009 |
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D E C I S I O N
CARPIO MORALES, J.:
Via petition for review on certiorari,
Carmen B. Dy-Dumalasa (petitioner) seeks the reversal of the Court of Appeals Decision[1] dated
April 28, 2006 and Resolution[2]
dated June 29, 2007 annulling and setting aside the Resolutions dated January
27, 2005[3] and
March 16, 2005[4] of the
National Labor Relations Commission (NLRC).
Domingo
Sabado S. Fernandez, et al. (respondents) are former employees of Helios Manufacturing Corporation (HELIOS), a closed
domestic corporation engaged in soap manufacturing located in Muntinlupa, of
which petitioner is a stockholder, a member of the Board of Directors, and Acting
Corporate Secretary.
On
October 23, 2001, respondents filed a Complaint[5]
against HELIOS, docketed as NLRC-NCR
South Sector Case No. 30-10-04950-01, for illegal dismissal or illegal closure
of business, non-payment of salaries and other money claims against
HELIOS. The complaint was later consolidated
with another case filed by similarly situated employees of HELIOS, docketed as NLRC-NCR South Sector
Case No. 30-11-05301-01.[6] Both complaints also impleaded HELIOS’ members
of the Board of Directors (The Board) including herein petitioner. Atty. Arturo Balbastro, one of the members of
the Board, was subsequently dropped from the complaint, upon manifestation of respondents.[7]
Despite service of summons,[8] of
the remaining four members of the Board, only Leonardo Dy-Dumalasa, HELIOS’
President and General Manager-husband of petitioner, appeared with counsel.[9]
As amicable settlement proved not to
be viable and with the repeated
non-appearance of the members of the Board in the scheduled hearings,
the Labor Arbiter required the parties to submit their respective position
papers.[10] Only respondents complied with this directive.[11] Despite the grant of a 10-day extension, HELIOS
et al. failed to submit theirs, hence, the cases were deemed submitted for
decision.[12]
In the meantime, or on
The Labor Arbiter found that the
closure of the Muntinlupa office/plant was a sham, as HELIOS simply relocated
its operations to a new plant in Carmona,
WHEREFORE, respondent HELIOS Manufacturing Corp. or “Pat &
Suzara” and its Board of Directors and stockholders are hereby directed to
pay complainants their full backwages from the time they were illegally
dismissed on 30 May 2001 up to 30 August
2002; and separation pay of one month’s salary for every year of service; to
pay complainants’ service incentive leave for three (3) years from 1998-2001;
to pay proportionate 13th month pay for 2001; to pay moral and
exemplary damages of P300,000.00 each as prayed for; and to pay 10% of
the total award as attorney’s fees, or to pay the 29 complainants the total
amount of P15,195,479.30, plus 10% attorney’s fees in the amount of P1,519,549.93. The detailed computation of complainant’s award
forms part of this Decision.
SO ORDERED. (Emphasis supplied)
HELIOS
et al. filed a Memorandum of Appeal[16]
on
After respondents filed a motion for
the issuance of a writ of execution,[20]
the Labor Arbiter set a pre-execution conference on
NOW
THEREFORE, you are hereby commanded
to proceed to respondents Helios Manufacturing Corporation or “Pat &
Suzara” and its Board of Directors and stockholders with address at Tahanan
Compound, Poblacion Uno, Gen. Mariano Alvarez, Cavite or at Warehouse 4,
Partition 3, Sunblest Compund, Km. 23, West Service Road, Muntinlupa City, or
wherever they may be presently located or holding their business, to collect
the amount of SIXTEEN MILLION SEVEN HUNDRED FIFTEEN THOUSAND AND TWENTY EIGHT
PESOS (P16,715,028.00) representing complainant’s [sic] full backwages, separation pay, service incentive leave pay,
proportionate 13th month pay for 2001, moral and exemplary damages
and attorney’s fees, all pursuant to the decision in this case.
x x x x
In
case you fail to collect the amounts above indicated, you are hereby ordered to
cause the satisfaction of the judgment out of respondents’ goods or chattels,
or in the absence thereof, from respondents’ properties not exempt from
execution.
x x x x
Pursuant
to the above Writ, Sheriff Antonio Datu issued a Notice of Levy on Real
Property[22] under
which a house and lot in Ayala-Alabang in the name of petitioner and her
husband Leonardo Dy-Dumalasa[23] were
levied upon.
Petitioner
moved to quash[24] the Writ,
putting up the defense of corporate fiction as well as lack of jurisdiction
over her person, but the same was denied by Order[25]
dated
By Resolution of
By
the assailed Decision, the appellate court reversed
and set aside the NLRC Resolution, holding that what the NLRC, in effect,
modified was not the Order denying the Motion to Quash the Writ of Execution,
but the Labor Arbiter’s Decision itself -- an impermissible act, the Decision
having become final and executory, hence, it could no longer be reversed or
modified. It further held that the NLRC
gravely abused its discretion when it took cognizance of the appeal from the
Order denying petitioner’s Motion to Quash the Writ of Execution, as no appeal
lies therefrom, especially since petitioner attempted to exculpate herself from
the judgment obligation by invoking corporate fiction, a defense which could
have been raised during the hearings before the Labor Arbiter.
Respecting NLRC’s pronouncement that
petitioner was not jointly and severally liable, the appellate court held that
the same is a superfluity, for there was no statement, either in the main case
or in the Writ, that the liability is solidary, hence, petitioner is merely
jointly liable for the judgment award.
Petitioner
moved for reconsideration of the appellate court’s Decision, claiming that the
labor tribunal never acquired jurisdiction over her person due to lack of
summons, and reiterating her defense that HELIOS has a separate
personality. Petitioner’s motion was
denied by the appellate court by Resolution of
Petitioner
maintains that as she was never summoned by the Labor Arbiter, jurisdiction
over her person was not acquired; and that although the Board and stockholders
of HELIOS were impleaded in the original complaint, it was by virtue of their
official, not personal capacities.
And
she reiterates that HELIOS has a personality separate and distinct from her,
and there is nothing in the questioned Writ which directed the Sheriff to
attach and levy the properties of the members of the Board or stockholders which
are personal to them; and that for her and the other directors and stockholders
to be held personally liable for the judgment award, they must have been found
guilty of malice and bad faith -- a finding absent in the Labor Arbiter’s
Decision.
Finally,
petitioner contends that assuming arguendo
that she is personally liable together with HELIOS, still, settlement of the
entire judgment obligation cannot be claimed from her alone, under the doctrine
of limited liability. She thus prays that
the appellate court’s Decision be reversed and set aside and the NLRC
Resolutions reinstated.
The
petition is bereft of merit.
Contrary
to petitioner’s contention, the Labor Arbiter acquired jurisdiction over her
person regardless of the fact that there was allegedly no valid service of
summons. It bears
noting that, in quasi-judicial proceedings, procedural rules governing service of summons are not strictly construed. Substantial
compliance therewith is sufficient.[26]
In the
cases at bar, petitioner, her husband and three other relatives, were all
individually impleaded in the complaint.
The Labor Arbiter furnished her
with notices of the scheduled hearings and other processes. It is undisputed that HELIOS, of which she
and her therein co-respondents in the subject cases were the stockholders and
managers, was in fact heard, proof of which is the attendance of her husband,
President-General Manager of HELIOS, together with counsel in one such
scheduled hearing and the Labor Arbiter’s consideration of their position paper
in arriving at the Decision, albeit the same position paper was belatedly
filed.
Clearly, petitioner was
adequately represented in the proceedings conducted by the Labor Arbiter by the lawyer retained by HELIOS.
Taking into account the
peculiar circumstances of the cases, HELIOS’ knowledge of the pendency
thereof and its efforts to resist them are deemed to be knowledge and action of
petitioner. That petitioner and her fellow members of the Board refused to heed
the summons and avail of the opportunity to defend themselves as they instead opted
to hide behind the corporate veil does not shield them from the application of labor laws.
Petitioner can not now
thus question the implementation of the
Writ of Execution on her on the pretext that jurisdiction was not
validly acquired over her person or that HELIOS has a separate and distinct
personality as a corporate entity. To apply the normal
precepts on corporate fiction and the technical rules on service
of summons would be to overturn the bias of the Constitution and the laws in
favor of labor.[27]
On
to the liability of petitioner.
Interestingly, the
assailed Court of Appeals Decision did not categorically rule on the issue of
bad faith and piercing the corporate veil, it focusing instead on the issues of
jurisdiction and the propriety of the NLRC Resolutions. However, the Labor
Arbiter found HELIOS et al. guilty of bad faith when they closed the company’s Muntinlupa
plant 15 days before the scheduled cessation of operations, only to reestablish
a plant in Carmona,
As to HELIOS being a
separate juridical entity, the Labor Arbiter held that it and “Pat &
Suzara” are one and the same, using the same machineries and personnel in the
new plant.
The Labor Arbiter thus concluded
that “indeed, fraud and bad faith on the part of the management are
well-established” and, as such, HELIOS
et al. are liable for the judgment award.
While the appellate court
reinstated the Labor Arbiter’s decision, it held that since its fallo did not indicate with certainty
the solidary nature of the obligation, the obligation is merely joint. The Court finds this ruling well-taken. As held in Industrial
Management Int’l. Development Corp v. NLRC:[28]
It is an elementary principle of procedure that the
resolution of the court in a given issue as embodied in the dispositive part of
a decision or order is the controlling factor as to settlement of rights of the
parties.
A perusal of the Labor Arbiter’s
Decision readily shows that, notwithstanding the finding of bad faith on the
part of the management, the dispositive portion did not expressly mention the
solidary liability of the officers and Board members, including
petitioner. Further:
A solidary or joint and several
obligation is one in which each debtor is liable for the entire obligation, and
each creditor is entitled to demand the whole obligation. In a joint
obligation each obligor answers only for a part of the whole liability
and to each obligee belongs only a part of the correlative rights.
Well-entrenched is the rule that solidary
obligation cannot lightly be inferred. There is a solidary liability
only when the obligation expressly so states, when the law so provides or when
the nature of the obligation so requires.[29] (Emphasis and underscoring supplied)
And as held in Carag v. NLRC:[30]
To hold a director personally liable for debts of the corporation, and
thus pierce the veil of corporate fiction, the bad faith
or wrongdoing of the director must be established clearly and convincingly.
Bad faith is never presumed. Bad faith does not connote bad judgment or
negligence. Bad faith imports a
dishonest purpose. Bad faith means
breach of a known duty through some ill motive or interest. Bad faith partakes of the nature of fraud. (Emphasis
and underscoring supplied)
Ineluctably, absent a clear and
convincing showing of the bad faith in effecting the closure of HELIOS that can
be individually attributed to petitioner as an officer thereof, and without
the pronouncement in the Decision that she is being held solidarily liable,
petitioner is only jointly liable.
The
Court in fact finds that the present action is actually a last-ditch attempt on
the part of petitioner to wriggle its way out of her share in the judgment
obligation and to discuss the defenses which she failed to interpose when given
the opportunity. Even as petitioner
avers that she is not questioning the final and executory Decision of the Labor
Arbiter and admits liability, albeit only joint,[31] still, she proceeds to interpose the defenses
that jurisdiction was not acquired over her person and that HELIOS has a
separate juridical personality.
As for petitioner’s questioning the
levy upon her house and lot, she conveniently omits to mention that the same
are actually conjugal property belonging to her and her husband. Whether petitioner is jointly or solidarily
liable for the judgment obligation, the levied property is not fully absolved
from any lien except if it be shown that it is exempt from execution.
WHEREFORE, the
petition is DENIED. The
Decision dated
The liability of the respondents in NLRC-NCR South Sector Case No.
30-10-04950-01 and NLRC-NCR South Sector Case No.
30-11-05301-01 pursuant to the Decision of Labor Arbiter Nieves V. de Castro dated August 30, 2002 should be, as it is hereby,
considered joint, without prejudice to the enforcement of the
award against petitioner’s co-judgment obligors in said cases.
SO ORDERED.
CONCHITA CARPIO MORALES
Associate
Justice
WE CONCUR:
LEONARDO A.
QUISUMBING
Associate
Justice
Chairperson
|
MINITA V.
CHICO-NAZARIO Associate
Justice |
TERESITA J. LEONARDO-DE CASTRO Associate
Justice |
ARTURO D. BRION
Associate Justice
ATTESTATION
I attest that the conclusions in the
above Decision had been reached in consultation before the case was assigned to
the writer of the opinion of the Court’s Division.
LEONARDO
A. QUISUMBING
Associate
Justice
Chairperson
CERTIFICATION
Pursuant to Section 13, Article VIII
of the Constitution, and the Division Chairperson’s Attestation, I certify that
the conclusions in the above decision had been reached in consultation before
the case was assigned to the writer of the opinion of the Court’s Division.
REYNATO
S. PUNO
Chief Justice
[1] CA rollo, pp. 105-113. Penned by Associate Justice Magdangal M. de Leon and concurred in by Associate Justices Conrado M. Vasquez, Jr. and Mariano C. del Castillo.
[2]
[3] Records, pp. 158-161. Penned by Commissioner Tito F. Genilo and concurred in by Presiding Commissioner Lourdes C. Javier.
[4]
[5]
[6]
[7] Vide Minutes of
[8]
[9] Vide, Minutes of
[10] Vide Notice of Hearing, id. at 33.
[11]
[12] Vide
Minutes,
[13] Vide
Minutes of June 6, June 27, July 17,
and
[14]
[15]
[16]
[17]
[18] Vide Resolution, records, pp. 177-179. Ibid.
[19] Vide Entry of Judgment, records, p. 189.
[20] Records, pp. 186-188.
[21]
[22]
[23] Vide TCT No. 143442, id. at 347-351.
[24] Records, pp. 214-221.
[25]
[26] Eden
v. Ministry of
Labor and Employment, G.R. No. 72145, February 28, 1990, 182 SCRA 840, 847,
citing Ang Tibay v. Court of Industrial Relations, 69 Phil. 635,
[27] Pison-Arceo
Agricultural and Development Corporation v. NLRC, G.R. No.
117890.
[28] G.R. No. 101723,
[29] Industrial Management, supra.
[30] G.R. No. 147590,
[31] Vide Paragraphs 1 and 28 of Petition, rollo, pp. 22 and 30.