Del Rosario vs National Labor Relations Commission
187 SCRA 777 [GR No. 85416 July 24, 1990]
Facts: In POEA case no. 85-06-0394, the Philippine Overseas Employment Administration (POEA) promulgated a decision on February 4,1986 dismissing the complaint for money claims for lack of merit. The decision was appealed to the NLRC, which on April 30, 1987 reversed the POEA decision and ordered Philsa Construction and Trading Co.Ind and Ariel Enterprises (the foreign employer) to jointly and severally pay private respondent the peso equivalent of $16,039,000 salary differentials and $2,420.03 as vacation leave benefits. A writ of execution was issued by the POEA but it was returned unsatisfied incapable of satisfying the judgement. Private respondent moved for the issuance of an alias writ against the officers of Philsa. This motion was opposed by the officers led by petitioners, the president and general manager of the corporation. However, POEA issued a resolution ordering the sheriff to execute against the properties of the petitioner and if insufficient, against the cash and/or surety bond of bonding company concerned for the full satisfaction of the judgement awarded.
Issue: Whether or not the POEA resolution is proper.
Held: No. Under the law, a corporation is bestowed juridical personality, separate and distinct from its stockholders. But when the juridical personality of the corporation is used to defeat public convenience, justify wrong, protect or defend crime, the corporation shall be considered as a mere association of persons and its responsible officers and/or stockholders shall be individually liable. For the same reasons, a corporation shall be liable for obligations of a stockholder or a corporation and its successor-in-interest shall be considered as one and the liability of the former shall attach to the latter.
But for the separate juridical personality of a corporation to be disregarded, the wrong doing must be clearly and convincingly established. It cannot be presumed.
Thus, at the time Philsa allowed its license to lapse in 1985 and even at the time it was delivered in 1986, there was yet no judgement in favor of private respondent. An intent to evade payment of his claims cannot therefore be implied from the expiration of Phila’s license and its delisting.
Neither will the organization of Philsa International Placement and Services Corp. and its registration with the POEA as a private employment agency imply fraud since it was organized and registered in 1981, several years before private respondent filed his complaint with the POEA in 1985. The creation of the second anticipation of private respondent’s money claims and the consequent adverse judgement against Philsa.
Likewise, substantially identity of the incorporators of the two corporations does not necessarily imply fraud.