Corpo Case Digest

ASIONICS PHILIPPINES, INC. vs. NLRC

G.R. No. 124950

FACTS OF THE CASE

API is a domestic corporation engaged in the business of assembling semi-conductor chips and other electronic products mainly for export.  Yolanda Boaquina and Juana Gayola are working as material control clerk and as production operator.  API commenced negotiations with the duly recognized bargaining agent of its employees, the Federation of Free Workers ("FFW"), for a Collective Bargaining Agreement ("CBA").  A deadlock, however, ensued and the union decided to file a notice of strike.   This event prompted the two customers of API, Indala and CP Clare Theta J, to thereupon refrain from sending to API additional kits or materials for assembly.  API, given the circumstance that its assembly line had to thereby grind to a halt, was forced to suspend operations pursuant to Article 286 of the Labor Code.  Private respondents Boaquina and Gayola were among the employees asked to take a leave from work.

Dissatisfied with their union (FFW), Boaquina and Gayola, together with some of other co-employees, joined the Lakas ng Manggagawa sa Pilipinas Labor Union ("Lakas Union") where they eventually became members of its Board of Directors. Lakas Union filed a notice of strike against API on the ground of unfair labor practice.API filed for a petition for declaration of illegality of the strike.

Lakas Union countered that their strike was valid and staged as a measure of self-preservation and as self-defense against the illegal dismissal of petitioners aimed at union busting in the guise of a retrenchment program.

ISSUE

Whether a stockholder/director/officer of a corporation can be held liable for the obligation of the corporation absent any proof and finding of bad faith.

RULING

No, API’s president and main stockholder Frank Yih cannot be held liable for the obligation of the corporation to its employees. A corporation is a juridical entity with legal personality separate and distinct from those acting for and in its behalf and, in general, from the people comprising it.  The rule is that obligations incurred by the corporation, acting through its directors, officers and employees, are its sole liabilities.  Nevertheless, being a mere fiction of law, peculiar situations or valid grounds can exist to warrant, albeit done sparingly, the disregard of its  independent being and the lifting of the corporate veil.  As a rule, this situation might arise when a corporation is used to evade a just and due obligation or to justify a wrong, to shield or perpetrate fraud, to carry out similar unjustifiable aims or intentions, or as a subterfuge to commit injustice and so circumvent the law.