ANTONIO CARAG vs. NLRC G.R. No. 147590
April 2, 2007
FACTS: National National Federation Federation of Labor Labor Unions Unions and Mariveles Apparel Apparel Corporat Corporation ion Labor Labor Union Union (colle (collecti ctivel vely, y, compla complaina inants nts), ), on behalf behalf of all of Marive Mariveles les Appare Apparell Corporat Corporation’ ion’s s rank and file employees, employees, filed a complain complaintt aainst aainst MAC for illeal dismissa dismissall bro!ht abo!t abo!t by its illeal illeal clos!re clos!re of b!siness" b!siness" #n their position position paper dated $ %an!ary &'', NAFLU and MACLU moved to implead Atty" Antonio Cara and Armand Armando o avid, avid, bein bein o*ner o*ners s of the MAC Corpor Corporati ation, on, to !aran !arantee tee the satisfaction of any +!dment a*ard on the basis of Article &(c) of the -hilippine Labor Code" Atty" %osh!a -astores, as co!nsel for respondents, s!bmitted a position paper paper dated dated & Febr!a Febr!ary ry &'' &'' and stated stated that that compl complain ainant ants s sho!ld sho!ld not have have impleaded Cara and avid beca!se MAC is act!ally o*ned by a consorti!m of banks" Cara and avid o*n shares in MAC only to .!alify them to serve as MAC/s officers" 0itho!t any f!rther proceedins, Arbiter 1rti!erra rendered her ecision dated &2 %!ne &'' rantin the motion to implead Cara and avid" #n the same ecision, Arbiter 1rti!erra declared Cara and avid solidarily liable *ith MAC r!lin that corporate officers *ho dismissed employees in bad faith or *antonly violate labor standard la*s or *hen the company had already ceased operations and there is no *ay by *hich a +!dment in favor of employees co!ld be satisfied, corporate officers can be held +ointly and severally liable *ith the company" Cara, thro!h a separate co!nsel, filed an appeal dated $3 A!!st &'' before the NL4C" 5e also filed a motion to red!ce bond" #n a 4esol!tion prom!lated on 6 %an!ary &''6, the NL4C 7hird ivision denied the motion to red!ce bond" 7he NL4C stated that to rant a red!ction of bond on the ro!nd that the appeal is meritorio!s *o!ld be tantamo!nt to r!lin on the merits of the appeal" 1n Febr!ary &$, &''6, Cara filed his petition for certiorari before CA" 7he CA affirmed the decision of Arbiter 1rti!er 1rti!erra ra and the resol!tio resol!tion n of NL4C" NL4C" Motion Motion for reconsidera reconsideration tion *as like*ise like*ise denied" 5ence this petition for revie* on certiorari" ISSUE: 0het 0hethe herr or not not An Anto toni nio o Cara Cara shal shalll be held held pers person onal ally ly liab liable le for for the the payment of illeally dismissed employees" RULING: RULING: 8ection $& makes a director personally liable for corporate debts if he *ilf *ilf!l !lly ly and and kno* kno*in inl ly y vote votes s for for or asse assent nts s to pate patent ntly ly !nla !nla*f *f!l !l acts acts of the the corporation" corporation" 8ection $& also makes a director personally personally liable if he is !ilty of ross nelience or bad faith in directin the affairs of the corporation" Complainants did not allee in their complaint that Cara *ilf!lly and kno*inly voted for or assented to any patently !nla*f!l act of MAC" Complainants did not prese present nt any eviden evidence ce sho*in sho*in that that Cara Cara *ilf!l *ilf!lly ly and and kno*in kno*inl ly y voted voted for or assented to any patently !nla*f!l act of MAC" Neither did Arbiter 1rti!erra make any findin to this effect in her ecision" Complainants did not also allee that Cara is !ilty of ross nelience nelience or bad faith in directin the affairs of MAC" Complainants did not present any evidence sho*in
that Cara is !ilty of ross nelience or bad faith in directin the affairs of MAC" Neither did Arbiter 1rti!erra make any findin to this effect in her ecision" After statin *hat she believed is the la* on the matter, Arbiter 1rti!erra stopped there and did not make any findin that Cara is !ilty of bad faith or of *anton violation of labor standard la*s" Arbiter 1rti!erra did not specify *hat act of bad faith Cara committed, or *hat partic!lar labor standard la*s he violated" 7o hold a director personally liable for debts of the corporation, and th!s pierce the veil of corporate fiction, the bad faith or *rondoin of the director m!st be established clearly and convincinly" 9ad faith is never pres!med" 9ad faith does not connote bad +!dment or nelience" 9ad faith imports a dishonest p!rpose" 9ad faith means breach of a kno*n d!ty thro!h some ill motive or interest" 9ad faith partakes of the nat!re of fra!d" Neither does bad faith arise a!tomatically +!st beca!se a corporation fails to comply *ith the notice re.!irement of labor la*s on company clos!re or dismissal of employees" 7he fail!re to ive notice is not an !nla*f!l act beca!se the la* does not define s!ch fail!re as !nla*f!l" 8!ch fail!re to ive notice is a violation of proced!ral d!e process b!t does not amo!nt to an !nla*f!l or criminal act" 8!ch proced!ral defect is called illeal dismissal beca!se it fails to comply *ith mandatory proced!ral re.!irements, b!t it is not illeal in the sense that it constit!tes an !nla*f!l or criminal act" For a *rondoin to make a director personally liable for debts of the corporation, the *rondoin approved or assented to by the director m!st be a patently !nla*f!l act" Mere fail!re to comply *ith the notice re.!irement of labor la*s on company clos!re or dismissal of employees does not amo!nt to a patently !nla*f!l act" -atently !nla*f!l acts are those declared !nla*f!l by la* *hich imposes penalties for commission of s!ch !nla*f!l acts" 7here m!st be a la* declarin the act !nla*f!l and penali:in the act" #n this case, Article ;$ of the Labor Code, re.!irin a one
