Sunio Vs NLRC
Sunio Vs NLRC
Sunio Vs NLRC
RDFC sold the ice plant to ICC headed by its President and General Manager, petitioner Alberto S.
Sunio. Petitioners also hired their own employees as private respondents were no longer in the plant. The
sale was subject to the mortgage in favor of EMRACO-CIPI. Both RDFC-ICC failed to pay the balance of
the purchase price, as a consequence of which, EMRACO-CIPI instituted extrajudicial foreclosure
proceedings. The properties were sold at public auction on August 30, 1974, the highest bidders being
EMRACO-CIPI.
EMRACO-CIPI sold the ice plant to Nilo Villanueva, suspect to the right of redemption of RDFC. Nilo
Villanueva then re-hired private respondents. RDFC and petitioners redeemed the ice plant.
Petitioners did not re-employ private respondents.
Private respondents filed complaints against petitioners for illegal dismissal with the Regional Office,
Ministry of Labor & Employment. The Assistant Regional Director rendered a decision directing
respondents Cabugao Ice Plant, Inc., Ilocos Commercial Corporation and/or Alberto Sunio to reinstate
the complainants to their former positions without loss of seniority privileges and to pay their backwages
from February 1, 1978 to the date when they are actually reinstated.
Petitioners deny any employer-employee relationship with private respondents arguing that no privity of
contract exists between them, the latter being the employees of Nilo Villanueva who re-hired them when
he took over the operation of the ice plant from CIPI.
Respondents claim that petitioner Sunio, as the General Manager of ICC and owner of one half (1/2) of its
interest, is personally liable for his malicious act of illegally dismissing private respondents, for no ground
exists to justify their termination.
ISSUE:
May Sunio be made personally liable by the terminated employees for backwages?
HELD:
NO. Petitioner Sunio was impleaded in the Complaint his capacity as General Manager of petitioner
corporation where appears to be no evidence on record that he acted maliciously or in bad faith in
terminating the services of private respondents. His act, therefore, was within the scope of his
authority and was a corporate act.
It is basic that a corporation is invested by law with a personality separate and distinct from those
of the persons composing it as well as from that of any other legal entity to which it may be
related. 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. Petitioner Sunio, therefore, should not have been made personally answerable
for the payment of private respondents' back salaries.