NARRA NICKEL MINING AND DEVELOPMENT CORP, TESORO MINING AND

DEVELOPMENT CORP and MCARTHUR MINING, INC vs. REDMONT CONSOLIDATED

MINES CORP, April 21, 2014
Facts:
Sometime in December 2006, respondent Redmont Consolidated Mines Corp (Redmont), a
domestic corporation organized and existing under Philippine laws, took interest in mining and
exploring certain areas of the province of Palawan. After inquiring with the Department of
Environment and Natural Resources (DENR), it learned that the areas where it wanted to undertake
exploration and mining activities were already covered by Mineral Production Sharing Agreement
(MPSA) applications of petitioners Narra, Tesoro and McArthur. Petitioners filed an application for
an MPSA and Exploration Permit (EP) and the applications for such permits were granted and duly
issued.
On January 2, 2007, Redmont filed before the Panel of Arbitrators (POA) of the DENR three
separate petitions for the denial of petitioners’ applications for MPSA. Redmont alleged that at least
60% of the capital stock of McArthur, Tesoro and Narra are owned and controlled by MBMI
Resources, Inc (MBMI), a 100% Canadian Corporation. Also, Redmont alleged that since MBMI is a
considerable stockholder of petitioners, it was the driving force behind petitioner’s filing of the
MPSAs over the areas covered by applications since it knows that it can only participate in mining
activities through corporations which are deemed Filipino citizens. Redmont argued that given that
petitioners’ capital stocks were mostly owned by MBMI, they were likewise disqualified from
engaging in mining activities through MPSAs, because of the nationality requirement.
Petitioners averred that they were qualified persons under Section 3 of RA 7942 or the
Philippine Mining Act of 1995. They stated that their nationality as applicants is immaterial because
they also applied for FTAA which are granted to foreign corporations. Nevertheless, they claimed that
the issue on nationality should not be raised since they are in fact Philippine nationals as 60% of their
capital is owned by citizens of the Philippines.
On December 14, 2007, the POA issued a Resolution disqualifying petitioners from gaining
MPSAs. The POA considered petitioners as foreign corporations being "effectively controlled" by
MBMI, a 100% Canadian company and declared their MPSAs null and void.
Pending the resolution of the appeal filed by petitioners with the MAB, Redmont filed a
Complaint with the Securities and Exchange Commission (SEC), seeking the revocation of the
certificates for registration of petitioners on the ground that they are foreign-owned or controlled
corporations engaged in mining in violation of Philippine laws.
CA found that there was doubt as to the nationality of petitioners when it realized that
petitioners had a common major investor, MBMI, a corporation composed of 100% Canadians.
Pursuant to the first sentence of paragraph 7 of Department of Justice (DOJ) Opinion No. 020, Series
of 2005, adopting the 1967 SEC Rules which implemented the requirement of the Constitution and
other laws pertaining to the exploitation of natural resources, the CA used the "grandfather rule" to
determine the nationality of petitioners.
In determining the nationality of petitioners, CA looked into their corporate structures and
their corresponding common shareholders. Using the grandfather rule, CA discovered that MBMI in
effect owned majority of the common stocks of the petitioners as well as at least 60% equity interest
of other majority shareholders of petitioners through joint venture agreements. CA found that through
a web of corporate layering, it is clear that one common controlling investor in all mining
corporations involved is MBMI. Thus, it concluded that petitioners McArthur, Tesoro and Narra are
also in partnership with, or privies-in-interest of, MBMI.
ISSUE:
WON the Court of Appeals’ ruling that Narra, Tesoro and McArthur are foreign corporations based
on the “Grandfather Rule” is contrary to law, particularly the express mandate of the Foreign
Investments Act of 1991, as amended, and the FIA Rules.
HELD:
No. There are two (2) acknowledged tests in determining the nationality of a corporation.
That is, the control test and the grandfather rule. Paragraph 7 of DOJ Opinion No. 020, Series of
2005, adopting the 1967 SEC Rules which implemented the requirement of the Constitution and other
laws pertaining to the controlling interests in enterprises engaged in the exploitation of natural
resources owned by Filipino citizens, provides:
Shares belonging to corporations or partnerships at least 60% of the capital of which
is owned by Filipino citizens shall be considered as of Philippine nationality ( Control Test),
but if the percentage of Filipino ownership in the corporation or partnership is less than 60%,
only the number of shares corresponding to such percentage shall be counted as of Philippine
nationality (Grandfather Rule). Thus, if 100,000 shares are registered in the name of a
corporation or partnership at least 60% of the capital stock or capital, respectively, of which
belong to Filipino citizens, all of the shares shall be recorded as owned by Filipinos. But if
less than 60%, or say, 50% of the capital stock or capital of the corporation or partnership,
respectively, belongs to Filipino citizens, only 50,000 shares shall be counted as owned by
Filipinos and the other 50,000 shall be recorded as belonging to aliens.
The grandfather rule, petitioners reasoned, has no leg to stand on in the instant case since the
definition of a “Philippine National” under Sec 3 of the FIA does not provide for it. They further
claim that the grandfather rule “has been abandoned and is no longer the applicable rule.” They also
opined that the last portion of Sec 3 of the FIA admits the application of a “corporate layering”
scheme of corporations. Petitioners claim that clear and unambiguous wordings of the statute preclude
the court from construing it and prevent the court’s use of discretion in applying the law. They said
that the plain, literal meaning of the statute meant the application of the control test obligatory.
SC disagreed. “Corporate layering” is admittedly allowed by the FIA; but if used to
circumvent the Constitution and pertinent laws, then it becomes illegal. Further, the pronouncement of
petitioners that the grandfather rule has already been abandoned must be discredited for lack of basis.
Petitioners McArthur, Tesoro and Narra are not Filipino since MBMI, a 100% Canadian
corporation, owns 60% or more of their equity interests. Such conclusion is derived from
grandfathering petitioners’ corporate owners, namely: MMI, SMMI and PLMDC. The “control test”
is still the prevailing mode of determining whether or not a corporation is a Filipino corporation,
within the ambit of Sec 2, Art II of the 1987 Constitution, entitled to undertake the exploration,
development and utilization of the natural resources of the Philippines. When in the mind of the Court
there is doubt, based on the attendant facts and circumstances of the case, in the 60-40 Filipino-equity
ownership in the corporation, then it may apply the “grandfather rule.”

Gamboa vs Teves
G.R. No. 176579 June 28, 2011
Facts:
On 28 November 1928, the Philippine Legislature enacted Act No. 3436 which granted
PLDT a franchise and the right to engage in telecommunications business. In 1969, General
Telephone and Electronics Corporation (GTE), an American company and a major PLDT
stockholder, sold 26 percent of the outstanding common shares of PLDT to PTIC. In 1977,
Prime Holdings, Inc. (PHI) was incorporated by several persons, including Roland Gapud
and Jose Campos, Jr. Subsequently, PHI became the owner of 111,415 shares of stock of
PTIC by virtue of three Deeds of Assignment executed by PTIC stockholders Ramon
Cojuangco and Luis Tirso Rivilla. In 1986, the 111,415 shares of stock of PTIC held by PHI
were sequestered by the Presidential Commission on Good Government (PCGG). The
111,415 PTIC shares, which represent about 46.125 percent of the outstanding capital stock
of PTIC, were later declared by this Court to be owned by the Republic of the Philippines.
Since PTIC is a stockholder of PLDT, the sale by the Philippine Government of 46.125
percent of PTIC shares is actually an indirect sale of 12 million shares or about 6.3 percent of
the outstanding common shares of PLDT. With the sale, First Pacifics common shareholdings
in PLDT increased from 30.7 percent to 37 percent, thereby increasing the common
shareholdings of foreigners in PLDT to about 81.47 percent. This violates Section 11, Article
XII of the 1987 Philippine Constitution which limits foreign ownership of the capital of a
public utility to not more than 40 percent.
Issue: Whether or not the term capital in Section 11, Article XII of the Constitution refers to
the common shares of PLDT, a public utility.
Held: Yes. Section 11, Article XII (National Economy and Patrimony) of the 1987
Constitution mandates the Filipinization of public utilities, to wit:
Section 11. No franchise, certificate, or any other form of authorization for the operation of a
public utility shall be granted except to citizens of the Philippines or to corporations or
associations organized under the laws of the Philippines, at least sixty per centum of whose
capital is owned by such citizens; nor shall such franchise, certificate, or authorization be
exclusive in character or for a longer period than fifty years. Neither shall any such
franchise or right be granted except under the condition that it shall be subject to
amendment, alteration, or repeal by the Congress when the common good so requires. The
State shall encourage equity participation in public utilities by the general public. The
participation of foreign investors in the governing body of any public utility enterprise shall
be limited to their proportionate share in its capital, and all the executive and managing
officers of such corporation or association must be citizens of the Philippines. (Emphasis
supplied)
Any citizen or juridical entity desiring to operate a public utility must therefore meet the
minimum nationality requirement prescribed in Section 11, Article XII of the Constitution.
Hence, for a corporation to be granted authority to operate a public utility, at least 60 percent
of its capital must be owned by Filipino citizens.
Thus, the 40% foreign ownership limitation should be interpreted to apply to both the
beneficial ownership and the controlling interest.
Clearly, therefore, the forty percent (40%) foreign equity limitation in public utilities
prescribed by the Constitution refers to ownership of shares of stock entitled to vote, i.e.,
common shares. Furthermore, ownership of record of shares will not suffice but it must be
shown that the legal and beneficial ownership rests in the hands of Filipino citizens.
Consequently, in the case of petitioner PLDT, since it is already admitted that the voting
interests of foreigners which would gain entry to petitioner PLDT by the acquisition of
SMART shares through the Questioned Transactions is equivalent to 82.99%, and the
nominee arrangements between the foreign principals and the Filipino owners is likewise
admitted, there is, therefore, a violation of Section 11, Article XII of the Constitution.
Indisputably, one of the rights of a stockholder is the right to participate in the control or
management of the corporation. This is exercised through his vote in the election of directors
because it is the board of directors that controls or manages the corporation. In the absence of
provisions in the articles of incorporation denying voting rights to preferred shares, preferred
shares have the same voting rights as common shares. However, preferred shareholders are
often excluded from any control, that is, deprived of the right to vote in the election of
directors and on other matters, on the theory that the preferred shareholders are merely
investors in the corporation for income in the same manner as bondholders. In fact, under the
Corporation Code only preferred or redeemable shares can be deprived of the right to vote.
Common shares cannot be deprived of the right to vote in any corporate meeting, and any
provision in the articles of incorporation restricting the right of common shareholders to vote
is invalid.
Considering that common shares have voting rights which translate to control, as opposed to
preferred shares which usually have no voting rights, the term capital in Section 11, Article
XII of the Constitution refers only to common shares. However, if the preferred shares also
have the right to vote in the election of directors, then the term capital shall include such
preferred shares because the right to participate in the control or management of the
corporation is exercised through the right to vote in the election of directors. In short, the
term capital in Section 11, Article XII of the Constitution refers only to shares of stock that
can vote in the election of directors.
This interpretation is consistent with the intent of the framers of the Constitution to place in
the hands of Filipino citizens the control and management of public utilities.
As shown in PLDTs 2010 GIS, as submitted to the SEC, the par value of PLDT common
shares is P5.00 per share, whereas the par value of preferred shares is P10.00 per share. In
other words, preferred shares have twice the par value of common shares but cannot elect
directors and have only 1/70 of the dividends of common shares. Moreover, 99.44% of the
preferred shares are owned by Filipinos while foreigners own only a minuscule 0.56% of the
preferred shares. Worse, preferred shares constitute 77.85% of the authorized capital stock of
PLDT while common shares constitute only 22.15%.62 This undeniably shows that
beneficial interest in PLDT is not with the non-voting preferred shares but with the common
shares, blatantly violating the constitutional requirement of 60 percent Filipino control and
Filipino beneficial ownership in a public utility.

Heirs of Gamboa v. Teves, et al., G.R. No. 176579, 09

October 2012
FACTS
Movants Philippine Stock Exchange’s (PSE) President, Manuel V. Pangilinan, Napoleon L.
Nazareno, and the Securities and Exchange Commission (SEC) contend that the term
“capital” in Section 11, Article XII of the Constitution has long been settled and defined to
refer to the total outstanding shares of stock, whether voting or non-voting. In fact, movants
claim that the SEC, which is the administrative agency tasked to enforce the 60-40 ownership
requirement in favor of Filipino citizens in the Constitution and various statutes, has
consistently adopted this particular definition in its numerous opinions. Movants point out
that with the 28 June 2011 Decision, the Court in effect introduced a “new” definition or
“midstream redefinition” of the term “capital” in Section 11, Article XII of the Constitution.
ISSUE
Whether the term “capital” includes both voting and non-voting shares.
RULING
NO.
The Constitution expressly declares as State policy the development of an economy
“effectively controlled” by Filipinos. Consistent with such State policy, the Constitution
explicitly reserves the ownership and operation of public utilities to Philippine nationals, who
are defined in the Foreign Investments Act of 1991 as Filipino citizens, or corporations or
associations at least 60 percent of whose capital with voting rights belongs to Filipinos. The
FIA’s implementing rules explain that “[f]or stocks to be deemed owned and held by
Philippine citizens or Philippine nationals, mere legal title is not enough to meet the required
Filipino equity. Full beneficial ownership of the stocks, coupled with appropriate voting
rights is essential.” In effect, the FIA clarifies, reiterates and confirms the interpretation that
the term “capital” in Section 11, Article XII of the 1987 Constitution refers to shares with
voting rights, as well as with full beneficial ownership. This is precisely because the right to
vote in the election of directors, coupled with full beneficial ownership of stocks, translates to
effective control of a corporation.

Umali vs Court of Appeals

189 SCRA 529 [GR No. 89561 September 13, 1990]
Facts: Plaintiff Santiago Rivera is the nephew of plaintiff Mauricia Mur Vda. de Castillo.
The Castillo family are the owners of parcel of land located in Lucena City which was given
as security for a loan from the development Bank of the Philippines (DBP) for their failure to
pay the amortization, foreclosure of the said property was about to be initiated. This problem
was made known to Santiago Rivera, who proposed to them the conversion into subdivision
of the four parcels of land adjacent to the mortgaged property to raise the necessary fund. The
idea was accepted by the Castillo family and to carry out the project, a memorandum of
agreement was executed by and between Slobec Realty and Development Inc. represented by
its president Santiago Rivera and Castillo family. In this agreement, Santiago Rivera obliged
himself to pay the Castillo family the sum of P70,000 immediately after the execution of the
agreement and to pay additional amount of P40,000 after the property has been converted
into a subdivision. Rivera, with agreement approached Mr. Modesto Cervantes, president of
defendant Bormaheco and proposed to purchase from Bormaheco two tractors model D7 and
D8 subsequently a sales agreement was executed on December 28, 1970. On January 3, 1971,
Slobec, through Rivera, executed in favor of Bormaheco a chattel mortgage over the said
equipment as security for the payment of the aforesaid balance of P180,000. As further
security of the aforementioned unpaid balance, Slobec obtained from insurance corporation
of the Philippines a security bond, with Insurance Corporation of the Philippines (ICP) as
surety and Slobec as principal, in favor of Bormaheco, as borne out of by Exhibit 8. The
aforesaid surety bond was in turn secured by an agreement of counter-guaranty with real
estate mortgage executed by Rivera as President of Slobec and Mauricia Mur Vda. de
Castillo, Buenaflor Castillo Umali, Bertilla Castillo-Rada, Victoria Castillo, Marietta Castillo
and Leovina Castillo Jalbuena as mortgagors and insurance corporation of the Philippines as
mortgagee. In this agreement, ICP guaranteed the obligation of Slobec with Bormaheco in the
amount of P180,000. In giving the bond, ICP required that the Castillos mortgage to them the
properties in question, namely, four parcels of land covered by TCT in the name of the
aforementioned mortgagors, namely TCT no. 13114, 13115, 13116, and 13117 all of the
Register of Deeds of Lucena City. Meanwhile, for violation of the terms and conditions of the
counter-guaranty agreement, the properties of the Castillos were foreclosed by ICP as the
highest bidder with a bid of P285,212, a certificate of sale was issued by the provincial sheriff
of Lucena City and TCT over the subject parcels of land were issued.
Issue: Whether or not the foreclosure is proper so as to apply the doctrine of piercing the veil
of corporate entity.
Held: No. Under the doctrine of piercing the veil of corporate entity, when valid grounds
therefore exists, the legal fiction that a corporation is an entity with a juridical personality
separate and distinct from its members or stockholders may be disregarded. In such cases, the
corporation will be considered as a mere association of persons. The members or
stockholders of the corporation will be considered as the corporation, that is, liability will
attach directly to the officers and stockholders. The doctrine applies when the corporate
fiction is used to defeat public convenience, justify wrong, protect fraud, or defend crime, on
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.
In the case at bar, petitioners seek to pierce the veil of corporate entity of Bormaheco, ICP
and PM parts, alleging that these corporations employed fraud in causing the foreclosure and
subsequent sale of the real properties belonging to petitioners while we do not discount the
possibility of existence of fraud in the foreclosure proceeding, neither are we inclined to
apply the doctrine invoked by petitioners in granting the relief sought. It is our considered
opinion that piercing the veil of corporate entity is not the proper remedy in order that the
foreclosure proceeding may be declared a nullity under the circumstances obtaining in the
legal case at bar.
The mere fact, therefore, that the business of two or more corporations are interrelated is not
a justification for disregarding their separate personalities, absent sufficient showing that the
corporate entity was purposely used as a shield to defraud creditors and third persons of their
rights.

G.R. No. 154975

January 29, 2007

GENERAL CREDIT CORPORATION (now PENTA CAPITAL FINANCE

CORPORATION), Petitioner, vs. ALSONS DEVELOPMENT and INVESTMENT
CORPORATION and CCC EQUITY CORPORATION,Respondents.
FACTS:
General Credit Corporation is a finance and investment company which established CCC
franchise companies in different urban centers of the country. Upon securing license to
engage also in quasi-banking activities, CCC Equity Corporation was organized by GCC for
the purpose of, among other things, taking over the operations and management of the
various franchise companies. Respondent Alsons and Alcantara family were also
shareholders in GCC franchise companies. Alsons and Alcantara family sold their
shareholdings to Equity for a promissory note payable to bearer amounting to P2,000,000
with 18% interest per annum at one-year maturity date. Four years later, Alcantara family
then assigned its rights and interests over the bearer note to Alsons. Despite letters of demand
Equity failed to pay Alsons as it no longer have assets or property to settle its obligation nor
being extended financial support by GCC. Hence, Alsons filed a complaint for sum of money
against Equity and GCC with the RTC of Makati. GCC was impleaded a party-defendant
under the doctrine of piercing the veil of corporate fiction alleging that Equity have been
organized as a tool and mere conduit of GCC. GCC answered that it is a distinct and separate
entity from Equity. Alson presented over 60 documentary evidence among which are as
follows: Equity and GCC had common directors/officers as well as stockholders. When
[EQUITY’s President] Labayen sold the shareholdings of EQUITY in said franchise
companies, practically the entire proceeds thereof were surrendered to GCC, and not received
by EQUITY. President Villanueva communicated to Equity President Labayen that GCC
Board denied the Alcantaras’ request to be paid out but authorized to pay interest out of
Equity’s operation income. Trial court found Equity as a mere instrumentality or adjunct of
GCC and ruled in favour of Alsons and ordered GCC to pay. On appeal, Court of Appeals
rendered decision, affirming that of the trial court. Having denied the motion for
reconsideration, petitioner filed the present petition.
ISSUE:
Whether or not doctrine of piercing GCC’s veil of corporate identity is properly applied.
HELD:
YES. Under the doctrine – "piercing the veil of corporate fiction" – as in fact the court will
often look at the corporation as a mere collection of individuals or an aggregation of persons
undertaking business as a group, disregarding the separate juridical personality of the
corporation unifying the group. Another formulation of this doctrine is that when two (2)
business enterprises are owned, conducted and controlled by the same parties, both law and
equity will, when necessary to protect the rights of third parties, disregard the legal fiction
that two corporations are distinct entities and treat them as identical or one and the same.
Authorities are agreed on at least three (3) basic areas where piercing the veil, with which the
law covers and isolates the corporation from any other legal entity to which it may be related,
is allowed. 25 These are: 1) defeat of public convenience; 2) fraud ; or 3) alter ego cases Per
the Court’s count, the trial court enumerated no less than 20 documented circumstances and
transactions, which, taken as a package, strongly supported the conclusion that respondent
EQUITY was but an adjunct, an instrumentality or business conduit of petitioner GCC. This
relation, in turn, provides a justifying ground to pierce petitioner’s corporate existence as to
ALSONS’ claim in question. Foremost of what the trial court referred to as "certain
circumstances" are the commonality of directors, officers and stockholders and even sharing
of office between petitioner GCC and respondent EQUITY; certain financing and
management arrangements between the two, allowing the petitioner to handle the funds of the
latter; the virtual domination if not control wielded by the petitioner over the finances,
business policies and practices of respondent EQUITY; and the establishment of respondent
EQUITY by the petitioner to circumvent CB rules. As the relationships binding herein
[respondent EQUITY and petitioner GCC] have been that of "parentsubsidiary corporations"
the foregoing principles and doctrines find suitable applicability in the case at bar; and, it
having been satisfactorily and indubitably shown that the said relationships had been used to
perform certain functions not characterized with legitimacy, this Court … feels amply
justified to "pierce the veil of corporate entity". GCC was the entity which initiated and
benefited immensely from the fraudulent scheme perpetrated in violation of the law. It
behooves the petitioner, as a matter of law and equity, to assume the legitimate financial
obligation of a cash-strapped subsidiary corporation which it virtually controlled to such a
degree that the latter became its instrument or agent. The instant petition is DENIED.

ZAMBRANO v. PHILIPPINE CARPET MANU. CORP.

ROMMEL M. ZAMBRANO, ROMEO O. CALIPAY, JESUS L. CHIN, et al.,
petitioners vs. PHILIPPINE CARPET MANUFACTURING CORPORATION/
 PACIFIC CARPET MANUFACTURING CORPORATION, DAVIDE. T. LIM, and
EVELYN LIM FORBES, respondents.
G.R. No. 224099
June 21, 2017

FACTS:

On January 3, 2011,petitioners, who were employees of private respondent Philippine Carpet

Manufacturing Corporation, were notified of the termination of their employment effective
February 3, 2011 on the ground of cessation of operation due to serious business losses. They
were of the belief that their dismissal was without just cause and in violation of due process
because the closure of Phil Carpet was a mere pretense to transfer its operations to its wholly
owned and controlled corporation, Pacific Carpet Manufacturing Corporation (PacificCarpet).
They asserted that their dismissal constituted unfair labor practice as it involved the mass
dismissal of all union officers and members of the Philippine Carpet Manufacturing
Employees Association (PHILCEA).

In its defense, Phil Carpet countered that it permanently closed and totally ceased its
operations because there had been a steady decline in the demand for its products due to
global recession, stiffer competition, and the effects of a changing market. Thus, in order to
stem the bleeding, the company implemented several cost-cutting measures, including
voluntary redundancy and early retirement programs. Phil Carpet likewise faithfully
complied with the requisites for closure or cessation of business under the Labor Code. The
petitioners and the Department of Labor and Employment were served written notices one (1)
month before the intended closure of the company. The petitioners’ •were also paid their
separation pay and they voluntarily executed their respective Release and Quitclaim before
the DOLE officials.

In the September 29, 2014 Decision, the Labor Arbiter dismissed the complaints for illegal
dismissal and unfair labor practice. The NLRC affirmed the findings of the LA, which was
subsequently affirmed by the CA.

ISSUES:

1. Whether or not the petitioners were dismissed from employment for a lawful cause.

2. Whether or not the petitioners’ termination from employment constitutes unfair labor
practice.

3. Whether or not the quitclaims signed by petitioners are valid and binding.

HELD:

1. Yes. The petitioners were terminated from employment for an authorized cause. In this
case, the LA's findings that Phil Carpet suffered from serious business losses which resulted
in its closure were affirmed in toto by the NLRC, and subsequently by the CA. It is a rule that
absent any showing that the findings of fact of the labor tribunals and the appellate court are
not supported by evidence on record or the judgment is based on a misapprehension of facts,
the Court shall not examine anew the evidence submitted by the parties.

Further, even if the petitioners refuse to consider these losses as serious enough to warrant
Phil Carpet's total and permanent closure, it was a business judgment on the part of the
company's owners and stockholders to cease operations, a judgment which the Court has no
business interfering with. The only limitation provided by law is that the closure must be
"bonafide in character and not impelled by a motive to defeat or circumvent the tenurial
rights of employees. Thus, when an employer complies with the foregoing conditions, the
Court cannot prohibit closure "just because the business is not suffering from any loss or
because of the desire to provide the workers continued employment."

2. No. The dismissal of the petitioners did not amount to unfair labor practice. Unfair labor
practice refers to acts that violate the workers' right to organize. There should be no dispute
that all the prohibited acts constituting unfair labor practice in essence relate to the workers'
right to self-organization. Thus, an employer may only be held liable for unfair labor practice
if it can be shown that his acts affect in whatever manner the right of his employees to self-
organize.

The general principle is that one who makes an allegation has the burden of proving it. The
petitioners miserably failed to discharge the duty imposed upon them. They did not identify
the acts of Phil Carpet, which, they claimed, constituted unfair labor practice. They did not
even point out the specific provisions, which Phil Carpet violated.

3. Yes. The quitclaims were valid and binding upon the petitioners. Where the person making
the waiver has done so voluntarily, with a full understanding thereof, and the consideration
for the quitclaim is credible and reasonable, the transaction must be recognized as being a
valid and binding undertaking.

In this case, the petitioners question the validity of the quitclaims they signed on the ground
that Phil Carpet's closure was a mere pretense. As the closure of Phil Carpet, however, was
supported by substantial evidence, the petitioners' reason for seeking the invalidation of the
quitclaims must necessarily fail. Further, as aptly observed by the CA, the contents of the
quitclaims, which were in Filipino, were clear and simple, such that it was unlikely that the
petitioners did not understand what they were signing. Finally, the amount they received was
reasonable as the same complied with the requirements of the Labor Code.

Wherefore, the SC affirmed the decision of the CA in toto.

The Antecedents
The petitioners averred that they were employees of private respondent Philippine Carpet
Manufacturing Corporation (Phil Carpet). On January 3, 2011, they were notified of the
termination of their employment effective February 3, 2011 on the ground of cessation of
operation due to serious business losses. They were of the belief that their dismissal was
without just cause and in violation of due process because the closure of Phil Carpet was a
mere pretense to transfer its operations to its wholly owned and controlled corporation,
Pacific Carpet Manufacturing Corporation (Pacific Carpet). They claimed that the job orders
of some regular clients of Phil Carpet were transferred to Pacific Carpet; and that from
October to November 2011, several machines were moved from the premises of Phil Carpet
to Pacific Carpet. They asserted that their dismissal constituted unfair labor practice as it
involved the mass dismissal of all union officers and members of the Philippine Carpet
Manufacturing Employees Association (PHILCEA).

In its defense, Phil Carpet countered that it permanently closed and totally ceased its
operations because there had been a steady decline in the demand for its products due to
global recession, stiffer competition, and the effects of a changing market. Based on the
Audited Financial Statements5 conducted by SGV & Co., it incurred losses of P4.1M in
2006; P12.8M in 2007; P53.28M in 2008; and P47.79M in 2009. As of the end of October
2010, unaudited losses already amounted to P26.59M. Thus, in order to stem the bleeding,
the company implemented several cost-cutting measures, including voluntary redundancy and
early retirement programs. In 2007, the car carpet division was closed. Moreover, from a high
production capacity of about 6,000 square meters of carpet a month in 2002, its final
production capacity steadily went down to an average of 350 square meters per month for
2009 and 2010. Subsequently, the Board of Directors decided to approve the recommendation
of its management to cease manufacturing operations. The termination of the petitioners'
employment was effective as of the close of office hours on February 3, 2011. Phil Carpet
likewise faithfully complied with the requisites for closure or cessation of business under the
Labor Code. The petitioners and the Department of Labor and Employment (DOLE) were
served written notices one (1) month before the intended closure of the company. The
petitioners were also paid their separation pay and they voluntarily executed their respective
Release and Quitclaim6 before the DOLE officials.

The LA Ruling

In the September 29, 2014 Decision,7 the Labor Arbiter (LA) dismissed the complaints for
illegal dismissal and unfair labor practice. It ruled that the termination of the petitioners'
employment was due to total cessation of manufacturing operations of Phil Carpet because it
suffered continuous serious business losses from 2007 to 2010. The LA added that the
closure was truly dictated by economic necessity as evidenced by its audited financial
statements. It observed that written notices of termination were served on the DOLE and on
the petitioners at least one (1) month before the intended date of closure. The LA further
found that the petitioners voluntarily accepted their separation pay and other benefits and
eventually executed their individual release and quitclaim in favor of the company. Finally, it
declared that there was no showing that the total closure of operations was motivated by any
specific and clearly determinable union activity of the employees. The dispositive portion
reads:chanRoblesvirtualLawlibrary
WHEREFORE, premises considered, judgment is hereby rendered DISMISSING the
complaint of Domingo P. Constantino, Jr. on ground of prescription of cause of action and
the consolidated complaints of the rest of complainants for lack of merit.
SO ORDERED.8
Unconvinced, the petitioners elevated an appeal before the NLRC.

The NLRC Ruling

In its February 27, 2015 Decision, the NLRC affirmed the findings of the LA. It held that the
Audited Financial Statements show that Phil Carpet continuously incurred net losses starting
2007 leading to its closure in the year 2010. The NLRC added that Phil Carpet complied with
the procedural requirements of effecting the closure of business pursuant to the Labor Code.
The fallo reads:chanRoblesvirtualLawlibrary
WHEREFORE, premises considered, complainants' appeal from the Decision of the Labor
Arbiter Marita V. Padolina is hereby DISMISSED for lack of merit.

SO ORDERED.9
Undeterred, the petitioners filed a motion for reconsideration thereof. In its resolution, dated
March 31,2015, the NLRC denied the same.

Aggrieved, the petitioners filed a petition for certiorari with the CA.

The CA Ruling

In its assailed decision, dated January 8, 2016, the CA ruled that the total cessation of Phil
Carpet's manufacturing operations was not made in bad faith because the same was clearly
due to economic necessity. It determined that there was no convincing evidence to show that
the regular clients of Phil Carpet secretly transferred their job orders to Pacific Carpet; and
that Phil Carpet's machines were not transferred to Pacific Carpet but were actually sold to
the latter after the closure of business as shown by the several sales invoices and official
receipts issued by Phil Carpet. The CA adjudged that the dismissal of the petitioners who
were union officers and members of PHILCEA did not constitute unfair labor practice
because Phil Carpet was able to show that the closure was due to serious business losses.

The CA opined that the petitioners' claim that their termination was a mere pretense because
Phil Carpet continued operation through Pacific Carpet was unfounded because 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. The CA disposed the petition in this wise:chanRoblesvirtualLawlibrary
WHEREFORE, premises considered, the instant petition for certiorari is hereby
DISMISSED.

SO ORDERED.10
The petitioners moved for reconsideration, but their motion was denied by the CA in its
assailed resolution, dated April 11, 2016.

The Court's Ruling

The petition is bereft of merit.

The petitioners were terminated from employment for an authorized cause

Under Article 298 (formerly Article 283) of the Labor Code, closure or cessation of operation
of the establishment is an authorized cause for terminating an employee,
viz.:chanRoblesvirtualLawlibrary
Article 298. Closure of establishment and reduction of personnel. - The employer may also
terminate the employment of any employee due to the installation of labor-saving devices,
redundancy, retrenchment to prevent losses or the closing or cessation of operations of the
establishment or undertaking unless the closing is for the purpose of circumventing the
provisions of this Title, by serving a written notice on the workers and the Department of
Labor and Employment at least one (1) month before the intended date thereof. In case of
termination due to the installation of labor-saving devices or redundancy, the worker affected
thereby shall be entitled to a separation pay equivalent to at least one (1) month pay or to at
least one (1) month pay for every year of service, whichever is higher. In case of
retrenchment to prevent losses and in cases of closure or cessation of operations of
establishment or undertaking not due to serious business losses or financial reverses, the
separation pay shall be equivalent to at least one (1) month pay or at least one-half (1/2)
month pay for every year of service, whichever is higher. A fraction of at least six (6) months
shall be considered as one (1) whole year. [Emphases supplied]
Closure of business is the reversal of fortune of the employer whereby there is a complete
cessation of business operations and/or an actual locking-¬up of the doors of establishment,
usually due to financial losses. Closure of business, as an authorized cause for termination of
employment, aims to prevent further financial drain upon an employer who cannot pay
anymore his employees since business has already stopped. In such a case, the employer is
generally required to give separation benefits to its employees, unless the closure is due to
serious business losses.13

Further, in Industrial Timber Corporation v. Ababon,14 the Court

held:chanRoblesvirtualLawlibrary
A reading of the foregoing law shows that a partial or total closure or cessation of operations
of establishment or undertaking may either be due to serious business losses or financial
reverses or otherwise. Under the first kind, the employer must sufficiently and convincingly
prove its allegation of substantial losses, while under the second kind, the employer can
lawfully close shop anytime as long as cessation of or withdrawal from business operations
was bona fide in character and not impelled by a motive to defeat or circumvent the tenurial
rights of employees, and as long as he pays his employees their termination pay in the
amount corresponding to their length of service. Just as no law forces anyone to go into
business, no law can compel anybody to continue the same. It would be stretching the intent
and spirit of the law if a court interferes with management's prerogative to close or cease its
business operations just because the business is not suffering from any loss or because of the
desire to provide the workers continued employment.

In sum, under Article 283 of the Labor Code, three requirements are necessary for a valid
cessation of business operations: (a) service of a written notice to the employees and to the
DOLE at least one month before the intended date thereof; (b) the cessation of business must
be bona fide in character; and (c) payment to the employees of termination pay amounting to
one month pay or at least one-half month pay for every year of service, whichever is
higher.15 [citations omitted]
In this case, the LA's findings that Phil Carpet suffered from serious business losses which
resulted in its closure were affirmed in toto by the NLRC, and subsequently by the CA. It is a
rule that absent any showing that the findings of fact of the labor tribunals and the appellate
court are not supported by evidence on record or the judgment is based on a misapprehension
of facts, the Court shall not examine anew the evidence submitted by the parties.16 In Alfaro
v. Court of Appeals,17 the Court explained the reasons therefor, to
wit:chanRoblesvirtualLawlibrary
The Supreme Court is not a trier of facts, and this doctrine applies with greater force in labor
cases. Factual questions are for the labor tribunals to resolve. In this case, the factual issues
have already been determined by the labor arbiter and the National Labor Relations
Commission. Their findings were affirmed by the CA. Judicial review by this Court does not
extend to a reevaluation of the sufficiency of the evidence upon which the proper labor
tribunal has based its determination.

Indeed, factual findings of labor officials who are deemed to have acquired expertise in
matters within their respective jurisdictions are generally accorded not only respect, but even
finality, and are binding on the Supreme Court. Verily, their conclusions are accorded great
weight upon appeal, especially when supported by substantial evidence. Consequently, the
Supreme Court is not duty-bound to delve into the accuracy of their factual findings, in the
absence of a clear showing that the same were arbitrary and bereft of any rational basis.18
Even after perusal of the records, the Court finds no reason to take exception from the
foregoing rule. Phil Carpet continuously incurred losses starting 2007, as shown by the
Audited Financial Statements19 which were offered in evidence by the petitioners
themselves. The petitioners, in claiming that Phil Carpet continued to earn profit in 2011 and
2012, disregarded the reason for such income, which was Phil Carpet's act of selling its
remaining inventories. Notwithstanding such income, Phil Carpet continued to incur total
comprehensive losses in the amounts of 9,559,716 and 12,768,277 for the years 2011 and
2012, respectively.20

Further, even if the petitioners refuse to consider these losses as serious enough to warrant
Phil Carpet's total and permanent closure, it was a business judgment on the part of the
company's owners and stockholders to cease operations, a judgment which the Court has no
business interfering with. The only limitation provided by law is that the closure must be
"bona fide in character and not impelled by a motive to defeat or circumvent the tenurial
rights of employees."21 Thus, when an employer complies with the foregoing conditions, the
Court cannot prohibit closure "just because the business is not suffering from any loss or
because of the desire to provide the workers continued employment."22

Finally, Phil Carpet notified DOLE23 and the petitioners24 of its decision to cease
manufacturing operations on January 3, 2011, or at least one (1) month prior to the intended
date of closure on February 3, 2011. The petitioners were also given separation pay
equivalent to 100% of their monthly basic salary for every year of service.

The dismissal of the petitioners did not amount to unfair labor practice

Article 259 (formerly Article 248) of the Labor Code enumerates the unfair labor practices of
employers, to wit:chanRoblesvirtualLawlibrary
Art. 259. Unfair Labor Practices of Employers. - It shall be unlawful for an employer to
commit any of the following unfair labor practices:

(a) To interfere with, restrain or coerce employees in the exercise of their right to self-
organization;
(b) To require a:s a condition of employment that a person or an employee shall not join a
labor organization or shall withdraw from one to which he belongs;

(c) To contract out services or functions being performed by union members when such will
interfere with, restrain or coerce employees in the exercise of their right to self-organization;

(d) To initiate, dominate, assist or otherwise interfere with the formation or administration of
any labor organization, including the giving of financial or other support to it or its organizers
or supporters;

(e) To discriminate in regard to wages, hours of work and other terms and conditions of
employment in order to encourage or discourage membership in any labor organization.
Nothing in this Code or in any other law shall stop the parties from requiring membership in
a recognized collective bargaining agent as a condition for employment, except those
employees who are already members of another union at the time of the signing of the
collective bargaining agreement. Employees of an appropriate bargaining unit who are not
members of the recognized collective bargaining agent may be assessed a reasonable fee
equivalent to the dues and other fees paid by members of the recognized collective bargaining
agent, if such non-union members accept the benefits under the collective bargaining
agreement: Provided, That the individual authorization required under Article 242, paragraph
(o) of this Code shall not apply to the non-members of the recognized collective bargaining
agent;

(f) To dismiss, discharge or otherwise prejudice or discriminate against an employee for

having given or being about to give testimony under this Code;

(g) To violate the duty to bargain collectively as prescribed by this Code;

(h) To pay negotiation or attorney's fees to the union or its officers or agents as part of the
settlement of any issue in collective bargaining or any other dispute; or

(i) To violate a collective bargaining agreement.

The provisions of the preceding paragraph notwithstanding, only the officers and agents of
corporations, associations or partnerships who have actually participated in, authorized or
ratified unfair labor practices shall be held criminally liable.
Unfair labor practice refers to acts that violate the workers' right to organize.25 There should
be no dispute that all the prohibited acts constituting unfair labor practice in essence relate to
the workers' right to self-organization.26 Thus, an employer may only be held liable for
unfair labor practice if it can be shown that his acts affect in whatever manner the right of his
employees to self-organize.27

The general principle is that one who makes an allegation has the burden of proving it.
Although there are exceptions to this general rule, in the case of unfair labor practice, the
alleging party has the burden of proving it.28 In the case of Standard Chartered Bank
Employees Union (NUBE) v. Confesor,29 this Court
elaborated:chanRoblesvirtualLawlibrary
In order to show that the employer committed ULP under the Labor Code, substantial
evidence is required to support the claim. Substantial evidence has been defined as such
relevant evidence as a reasonable mind might accept as adequate to support a conclusion.30
[Emphasis supplied]
Moreover, good faith is presumed and he who alleges bad faith has the duty to prove the
same.31

The petitioners miserably failed to discharge the duty imposed upon them. They did not
identify the acts of Phil Carpet which, they claimed, constituted unfair labor practice. They
did not even point out the specific provisions which Phil Carpet violated. Thus, they would
have the Court pronounce that Phil Carpet committed unfair labor practice on the ground that
they were dismissed from employment simply because they were union officers and
members. The constitutional commitment to the policy of social justice, however, cannot be
understood to mean that every labor dispute shall automatically be decided in favor of
labor.32

In this case, as far as the pieces of evidence offered by the petitioners are concerned, there is
no showing that the closure of the company was an attempt at union-busting. Hence, the
charge that Phil Carpet is guilty of unfair labor practice must fail for lack of merit.

Pacific Carpet has a personality separate and distinct from Phil Carpet

The petitioners, in asking the Court to disregard the separate corporate personality of Pacific
Carpet and to make it liable for the obligations of Phil Carpet, rely heavily on the former
being a subsidiary of the latter.

A corporation is an artificial being created by operation of law. It possesses the right of

succession and such powers, attributes, and properties expressly authorized by law or incident
to its existence. It has a personality separate and distinct from the persons composing it, as
well as from any other legal entity to which it may be related.33

Equally well-settled is the principle that the corporate mask may be removed or the corporate
veil pierced when the corporation is just an alter ego of a person or of another corporation.
For reasons of public policy and in the interest of justice, the corporate veil will justifiably be
impaled only when it becomes a shield for fraud, illegality or inequity committed against
third persons.34

Hence, any application of the doctrine of piercing the corporate veil should be done with
caution. A court should be mindful of the milieu where it is to be applied. It must be certain
that the corporate fiction was misused to such an extent that injustice, fraud, or crime was
committed against another, in disregard of rights. The wrongdoing must be clearly and
convincingly established; it cannot be presumed. Otherwise, an injustice that was never
unintended may result from an erroneous application.35

Further, the Court's ruling in Philippine National Bank v. Hydro Resources Contractors
Corporation36 is enlightening, viz.:chanRoblesvirtualLawlibrary
The doctrine of piercing the corporate veil applies only in three (3) basic areas, namely: 1)
defeat of public convenience as when the corporate fiction is used as a vehicle for the evasion
of an existing obligation; 2) fraud cases or when the corporate entity is used to justify a
wrong, protect fraud, or defend a crime; or 3) alter ego cases, where a corporation is merely a
farce since it is a mere alter ego or business conduit of a person, or where the corporation is
so organized and controlled and its affairs are so conducted as to make it merely an
instrumentality, agency, conduit or adjunct of another corporation.
xxxx

In this connection, case law lays down a three-pronged test to determine the application of the
alter ego theory, which is also known as the instrumentality theory, namely:

(1) Control, not mere majority or complete stock control, but complete domination, not only
of finances but of policy and business practice in respect to the transaction attacked so that
the corporate entity as to this transaction had at the time no separate mind, will or existence
of its own;

(2) Such control must have been used by the defendant to commit fraud or wrong, to
perpetuate the violation of a statutory or other positive legal duty, or dishonest and unjust act
in contravention of plaintiff's legal right; and

(3) The aforesaid control and breach of duty must have proximately caused the injury or
unjust loss complained of.

The first prong is the "instrumentality" or "control" test. This test requires that the subsidiary
be completely under the control and domination of the parent. It examines the parent
corporation's relationship with the subsidiary. It inquires whether a subsidiary corporation is
so organized and controlled and its affairs are so conducted as to make it a mere
instrumentality or agent of the parent corporation such that its separate existence as a distinct
corporate entity will be ignored. It seeks to establish whether the subsidiary corporation has
no autonomy and the parent corporation, though acting through the subsidiary in form and
appearance, "is operating the business directly for itself."

The second prong is the "fraud" test. This test requires that the parent corporation's conduct in
using the subsidiary corporation be unjust, fraudulent or wrongful. It examines the
relationship of the plaintiff to the corporation. It recognizes that piercing is appropriate only
if the parent corporation uses the subsidiary in a way that harms the plaintiff creditor. As
such, it requires a showing of "an element of injustice or fundamental unfairness."

The third prong is the "harm" test. This test requires the plaintiff to show that the defendant's
control, exerted in a fraudulent, illegal or otherwise unfair manner toward it, caused the harm
suffered. A causal connection between the fraudulent conduct committed through the
instrumentality of the subsidiary and the injury suffered or the damage incurred by the
plaintiff should be established. The plaintiff must prove that, unless the corporate veil is
pierced, it will have been treated unjustly by the defendant's exercise of control and improper
use of the corporate form and, thereby, suffer damages.

To summarize, piercing the corporate veil based on the alter ego theory requires the
concurrence of three elements: control of the corporation by the stockholder or parent
corporation, fraud or fundamental unfairness imposed on the plaintiff, and harm or damage
caused to the plaintiff by the fraudulent or unfair act of the corporation. The absence of any
of these elements prevents piercing the corporate veil.37 [Citations omitted]
The Court finds that none of the tests has been satisfactorily met in this case.
Although ownership by one corporation of all or a great majority of stocks of another
corporation and their interlocking directorates may serve as indicia of control, by themselves
and without more, these circumstances are insufficient to establish an alter ego relationship or
connection between Phil Carpet on the one hand and Pacific Carpet on the other hand, that
will justify the puncturing of the latter's corporate cover.38

This Court has declared that "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."39 It has likewise ruled that the
"existence of interlocking directors, corporate officers and shareholders is not enough
justification to pierce the veil of corporate fiction in the absence of fraud or other public
policy considerations."40

It must be noted that Pacific Carpet was registered with the Securities and Exchange
Commission on January 29, 1999,41 such that it could not be said that Pacific Carpet was set
up to evade Phil Carpet's liabilities. As to the transfer of Phil Carpet's machines to Pacific
Carpet, settled is the rule that "where one corporation sells or otherwise transfers all its assets
to another corporation for value, the latter is not, by that fact alone, liable for the debts and
liabilities of the transferor."42

All told, the petitioners failed to present substantial evidence to prove their allegation that
Pacific Carpet is a mere alter ego of Phil Carpet.

The quitclaims were valid and binding upon the petitioners

Where the person making the waiver has done so voluntarily, with a full understanding
thereof, and the consideration for the quitclaim is credible and reasonable, the transaction
must be recognized as being a valid and binding undertaking.43 Not all quitclaims are per se
invalid or against policy, except (1) where there is clear proof that the waiver was wangled
from an unsuspecting or gullible person, or (2) where the terms of settlement are
unconscionable on their face; in these cases, the law will step in to annul the questionable
transactions.44

In this case, the petitioners question the validity of the quitclaims they signed on the ground
that Phil Carpet's closure was a mere pretense. As the closure of Phil Carpet, however, was
supported by substantial evidence, the petitioners' reason for seeking the invalidation of the
quitclaims must necessarily fail. Further, as aptly observed by the CA, the contents of the
quitclaims, which were in Filipino, were clear and simple, such that it was unlikely that the
petitioners did not understand what they were signing.45 Finally, the amount they received
was reasonable as the same complied with the requirements of the Labor Code.

WHEREFORE, the petition is DENIED. The January 8, 2016 Decision and April 11, 2016
Resolution of the Court of Appeals in CA-G.R. SP No. 140663, are AFFIRMED in toto.

SO ORDERED.
 FRANCISCO VS MEJIA CASE DIGEST
Adalia Francisco was the Treasurer of Cardale Financing and Realty
Corporation (Cardale). Cardale, through Francisco, contracted with
Andrea Gutierrez for the latter to execute a deed of sale over certain
parcels of land in favor of Cardale. It was agreed that Gutierrez shall
hand over the titles to Cardale but Cardale shall only give a
downpayment, and later on full payment in installment. As security,
Gutierrez shall retain a lien over the properties by way of mortgage.
Nonetheless, Cardale defaulted in its payment. Gutierrez then filed a
petition with the trial court to have the Deed rescinded.
While the case was pending, Gutierrez died, and Rita Mejia, being the
executrix of the will of Gutierrez took over the affairs of the estate.
The case dragged on for 14 years because Francisco lost interest in
presenting evidence. And while the case was pending, Cardale failed to
pay real estate taxes over the properties in litigation hence, the local
government subjected said properties to an auction sale to satisfy the
tax arrears. The highest bidder in the auction sale was Merryland
Development Corporation (Merryland).
Apparently, Merryland is a corporation in which Francisco was the
President and majority stockholder. Mejia then sought to nullify the
auction sale on the ground that Francisco used the two corporations as
dummies to defraud the estate of Gutierrez especially so that these
circumstances are present:
1. Francisco did not inform the lower court that the properties were
delinquent in taxes;
2. That there was notice for an auction sale and Francisco did not
inform the Gutierrez estate and as such, the estate was not able to
perform appropriate acts to remedy the same;
3. That without knowledge of the auction, the Gutierrez estate
cannot exercise their right of redemption;
4. That Francisco failed to inform the court that the highest bidder
in the auction sale was Merryland, her other company;
5. That thereafter, Cardale was dissolved and the subject properties
were divided and sold to other people.

ISSUE: Whether or not Merryland and Francisco shall be held solidarily

liable.

HELD: No. Only Francisco shall be held liable to pay the indebtedness
to the Gutierrez estate. What was only proven was that Francisco
defrauded the Gutierrez estate as clearly shown by the dubious
circumstances which caused the encumbered properties to be
auctioned. By not disclosing the tax delinquency, Francisco left
Gutierrez in the dark. She obviously acted in bad faith. Francisco’s
elaborate act of defaulting payment, disregarding the case, not paying
realty taxes (since as treasurer of Cardale, she’s responsible for paying
the real estate taxes for Cardale), and failure to advise Gutierrez of the
tax delinquencies all constitute bad faith. The attendant fraud and bad faith on the part of
Francisco necessitates the piercing of the veil of
corporate fiction in so far as Cardale and Francisco are concerned.
Cardale and Francisco cannot escape liability now that Cardale has
been dissolved. Francisco shall then pay Guttierez estate the
outstanding balance with interest (total of P4.3 + million).
As regards Merryland however, there was no proof that it is merely an
alter ego or a business conduit of Francisco. Merryland merely bought
the properties from the auction sale and such per se is not a wrongful
act or a fraudulent act. Time and again it has been reiterated that 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. Hence,
Merryland can’t be held solidarily liable with Francisco.

CASE DIGEST: Maricalum Mining

Corporation vs. Florentino, G.R. No.
222723, July 23, 2018
 March 4, 2023
Doctrine: A subsidiary company’s separate corporate personality may be disregarded only
when the evidence shows that such separate personality was being used by its parent or
holding corporation to perpetrate a fraud or evade an existing obligation. Concomitantly,
employees of a corporation have no cause of action for labor-related claims against another
unaffiliated corporation, which does not exercise control over them.

Facts:
Upon the signing of the PSA and paying the stipulated down payment, G Holdings
immediately took physical possession of Maricalum’s Sipalay Mining Complex, as well as its
facilities, and took full control of the latter’s management and operations.
In 1999, the Sipalay General Hospital, Inc. (Sipalay Hospital) was duly incorporated to
provide medical services and facilities to the general public.
Afterwards, some of Maricalum Mining’s employees retired and formed several manpower
cooperatives.
In 2000, each of the cooperatives executed identical Memorandum of Agreements with
Maricalum wherein they will provide the latter with a steady supply of workers, machinery
and equipment for a monthly fee.
Maricalum’s VP and Resident Manager Jesus Bermejo wrote a Memorandum to the
cooperatives informing them that Maricalum has decided to stop its mining and milling
operations effective July 1, 2001 in order to avert continuing losses brought about by the low
metal prices and high cost of production.
The properties of Maricalum, which had been mortgaged to secure the PNs, were
extrajudicially foreclosed and eventually sold to G Holdings as the highest bidder on
December 3, 2001.
Some of Maricalum ’s workers, including complainants, and some of Sipalay General
Hospital’s employees jointly filed a Complaint with the LA against G Holdings for illegal
dismissal and other labor-related claims.
 Complainants and CeMPC Chairman Sitchon filed his complaint for illegal dismissal and
corresponding monetary claims with the LA against G Holdings, its officer-in-charge and
CeMP.
Thereafter, the complaints were consolidated by the LA.
During the hearings, complainants presented the affidavits of Sitchon and Abelida attesting
that prior to the formation of the manpower cooperatives, their services were terminated by
Maricalum as part of its retrenchment program.
They claimed that, in 1999, they were called by the top executives of Maricalum and G
Holdings informing them that they will have to form a cooperative. They were “rehired” only
after their respective manpower cooperative services were formed.
Complainants posited that the manpower cooperatives were mere alter egos of G Holdings
organized to subvert the “tenurial rights” of the complainants.
The LA ruled in favor of the complainants, ruling that they effectively became the employees
of G Holdings because their work had changed from assisting in the mining operations to
safeguarding the properties in the Sipalay Mining Complex, which had already been acquired
by G Holding.
The NLRC modified the decision of the LA. It imposed liability of paying the monetary
awards against Maricalum and not G Holdings, ruling that it was Marilacum who entered
into the service contracts by way of a MOA with each of the manpower cooperatives.
The CA affirmed the decision of the NLRC.

Issue: Whether the CA erred in allowing the piercing of the corporate veil against Maricalum

Ruling:
Yes. The doctrine of piercing the corporate veil applies only in three (3) basic areas: 1)
Defeat of public convenience as when the corporate fiction is used as a vehicle for the
evasion of an existing obligation; 2) Fraud cases; and 3) Alter ego cases.
Complainants mainly harp their cause on the alter ego theory. Under this theory, piercing the
veil of corporate fiction may be allowed only if the following elements concur:

1) Control-not mere stock control, but complete domination-not only of finances, but
of policy and business practice in respect to the transaction attacked, must have been
such that the corporate entity as to this transaction had at the time no separate mind,
will or existence of its own;
2) Such control must have been used by the defendant to commit a fraud or a wrong,
to perpetuate the violation of a statutory or other positive legal duty, or a dishonest
and an unjust act in contravention of plaintiffs legal right; and
3) The said control and breach of duty must have proximately caused the injury or
unjust loss complained of.
In relation to the elements above, SC laid down the jurisprudential tests for piercing, to wit-
(check notes for further discussion)

1. Control Test
– There is no doubt that G Holdings being the majority and controlling stockholder – had
been exercising significant control over Maricalum Mining. This is because this Court had
already upheld the validity and enforceability of the PSA between the APT and G Holdings
 2. Fraud Test
– No clear and convincing evidence was presented by the complainants to conclusively
prove the presence of fraud on the part of G Holdings.

3. Harm Test
– In the case at bench, complainants have not yet even suffered any monetary injury. They
have yet to enforce their claims Maricalum.

Hence, in order for a parent corporation to be held liable for the obligations or liabilities of
its subsidiary, all three (3) tests must be satisfied. “Piercing of the corporate veil” cannot be
done when only one or two of the said tests have been satisfied.
Only one of the three (3) tests was met (particularly, control). The complainantstherein (who
claimed to be employees of the subsidiary) failed to prove that the parent purposely used the
separate corporate fiction of its subsidiary to defraud them; neither were complainants able
to show any harm inflicted upon them, which was proximately caused by the control of the
parent over the subsidiary.
In other words, while control was undoubtedly present in this case, there was neither fraud
done nor harm inflicted. Hence, the complainants were held unable to proceed against the
parent corporation for supposed liabilities of its subsidiary, in keeping with the principle of
separate and distinct juridical personalities of corporations.
I.

Party CHINA BANKING CORPORATION, petitioner, vs. DYNE-SEM ELECTRONICS

CORPORATION, respondent.

II.

Fact/s On 1985, Dynetics, Inc. and Elipidio Lim borrowed an amount of P 8,939,000 from
petitioner China Banking Corporation which was evidenced by six promissory notes. When
the borrowers failed to pay the obligations when they became due, these instances prompted
China Bank to file a complaint for sum of money. However, summons were not served on
Dynetics because it had already closed down. On the other hand, Lim also denied the fact that
he promised to pay the obligation jointly and severally with Dynetics. Furthermore, an
amended complaint was filed impleading Dyne Sem and its stockholders, Vicente Chuidian,
Antonio Garcia and Jacob Ratinoff, on the ground that Dyne Sem was allegedly formed to be
Dynetics’s alter ego. The argument was supported by the fact that they are both engaged in
the same line of business, they both have the same principal office and factory site and lastly,
by the acquisition of some of the machineries of Dynetics by Dyne Sem.

III.

Issue/s
1. Whether or not the doctrine of piercing the veil of corporate fiction is applicable in the case
2. Whether or not the acquisition of Dyne-Sem of some machineries and equipment of
Dynetics was to defraud the creditor

IV.

Ruling
 1. No. The doctrine of piercing the veil of corporate fiction is not applicable because it may
only be lifted when such personality is merely a business conduit or an alter ego of another
corporation 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; or when the corporation is used as a cloak or cover for fraud or illegality, or to
work injustice, or where necessary to achieve equity or for the protection of the creditors. It
was not proven that Dyne-Sem was organized and controlled, and its affairs conducted, in a
manner that made it merely an instrumentality, agency, conduit or adjunct of Dynetics, or that
it was established to defraud Dynetics’ creditors, including China Bank. Furthermore, the
similarity of business of Dyne-Sem and Dynetics does not certify that the former was an
agent of the latter. All facts must be proven clearly and convincingly to disregard the separate
juridical personality of a corporation.
2. No. Dyne-Sem’s acquisition of some of the machineries and equipment of Dynetics was
not a proof that the former was formed to defraud the creditor, China Bank. There was no
merger that took place between DyneSem and Dynetics, and the transaction was merely a
sale of the assets of the

former to the latter. When one corporation sells or otherwise transfers all its assets to another
corporation for value, the latter is not, by the fact alone, liable for the debts and liabilities of
the transferor. Dyne-Sem admitted that it had acquired machineries and equipment indirectly
rom Dynetics through an auction sale of various corporations. The machineries and
equipment were transferred and disposed of by the winning bidders in their capacity as
owners. The sales were therefore valid and the transfers of the properties to respondent legal
and not in any way in contravention of petitioner’s rights as Dynetics’ creditor.

WPM International Trading, Inc. And Warlito P. Manlapaz v. Fe Corazon Labayen G.R. No.
182770 September 17, 2014
Facts:
WPM represented by its presented, Manlapaz hired the respondent to manage and rehabilitate
Quickbite, a restaurant owned and operated by WPM. Pursuant to the rehabilitation plan,
respondent engaged the services of CLN Engineering Services (CLN) to renovate Quickbite
branches. Because CLN was not fully paid, it filed a collection suit against both WPM and
respondent, but later on amended the complaint excluding WPM. As the respondent failed to
answer, she was held in default by the RTC and adjudged liable to pay the balance. As such,
she sued both WPM and Manlapaz for reimbursement and damages on the ground that she
was a mere intermediary, and the real contract was between Manlapaz, and Neri, the owner of
CLN. RTC held Manlapaz liable holding that WPM is a mere conduit of the former, therefore
making WPM and Manlapaz one and the same. CA affirmed the RTC decision, hence this
petition.
Issue:
Whether or not WPM is a mere instrumentality, alter-ego, and business conduit of Manlapaz
making him jointly and severally liable with WPM.
Ruling:
No. The mere ownership by a single stockholder of even all or nearly all of the capital stocks
of a corporation is not by itself a sufficient ground to disregard the separate corporate
personality; it does not ipso facto warrant the application of the principle of piercing the
corporate veil, unless it is proven that the officer has complete dominion over the corporation.
The control necessary to invoke the instrumentality or alter ego rule is not majority or even
 complete stock control but such domination of finances, policies and practices that the
controlled corporation has, so to speak, no separate mind, will or existence of its own, and is
but a conduit for its principal. The control must be shown to have been exercised at the time
the acts complained of took place. Moreover, the control and breach of duty must
proximately cause the injury or unjust loss for which the complaint is made. In this case, the
respondent failed to prove that Manlapaz, acting as president, had absolute control over
WPM. Even granting that he exercised a certain degree of control over the finances, policies
and practices of WPM, in view of his position as president, chairman and treasurer of the
corporation, such control does not necessarily warrant piercing the veil of corporate fiction
since there was not a single proof that WPM was formed to defraud CLN or the respondent,
or that Manlapaz was guilty of bad faith or fraud.