celdran vs.docx

8/19/2019 Celdran vs.docx

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Celdran vs. Forza Integrated Services.

Topic: Liabilities of Board of directors

LEO MARIO C. CELDRAN, petitioner, vs. FORA INTE!RATED

SER"ICES, CIT# SER"ICE COR$ORATION% $EERLESS INTE!RATEDSER"ICES% INC.% "ALENTIN &. $RIETO% 'R.% C(IEF E)EC*TI"EOFFICER% $ERCI"AL R. SANTIA!O% C(IEF O$ERATION OFFICER% ROLL#O. (ERNANDE% SENIOR INFORMATION OFFICER% "ICTOR &. $RIETO%"IR!IL &. $RIETO% AND "ERNON &. $RIETO% ALLDIRECTORS OF FORA INTE!RATED COR$.% CIT# SER"ICE COR$ORATION%AND $EERLESS INTE!RATED SER"ICES% INC.% respondents.

!.R. No. +,-/0. '1ne 2% 30+4.5

$onente: Justice Cruz

Digested 67: James Bernard G. Calo

Facts:

Petitioner Leo Mario C. Celdran was working for Pilamlife !nsurance Compan"

#$Pilamlife%& before e was ired b" private respondent Cit" 'ervice Corporation #$Cit"'ervice%& on Jul" (, )**+, as ice-President for te isa"as egional /ffice in CebuCit".

Parenteticall", private respondents Cit" 'ervice Corporation and Peerless !ntegrated'ervices, !ncorporated #$Peerless !ntegrated%& are affiliate companies of respondent0/12 !ntegrated Corporation #$0orza !ntegrated%&.

/n 3ovember (*, )**+, private respondent Percival . 'antiago #$'antiago%&, Cief

/perating /fficer, accused Celdran of disonest" for allegedl" carging a personallunc to te compan". Private respondent 'antiago ten demanded Celdran4s

resignation. 5igt da"s after, Celdran received a termination notice signed b" privaterespondent 'antiago wic led te former to file a complaint for illegal dismissal on

3ovember )), )**+, before te egional 2rbitration Branc of te #3ational Labor

elations Commission $3LC%&. 6owever, te said case was settled as e was

reinstated to is position on 7ecember )8, )**+./n Marc ), )**9, Celdran was placed under preventive suspension for :* da"s dueto is belligerent attitude and re;uired to e<plain w" e sould not be terminated. 6ewas not asked to return to work after is suspension for wic reason e amended iscomplaint on 2pril ((, )**9, to include carges of illegal suspension, constructivedismissal and unpaid mone" claims.



!n a letter dated 2pril ((, )**9, private respondent Cit" 'ervice Corporation informed all

its emplo"ees, including Celdran, tat b" virtue of a board resolution dated Marc (8,

)**9, te compan" decided to replace te isa"as egional /ffice wit a small Liaison

/ffice. Conse;uentl", Celdran made a second amendment of is complaint on 2pril (=,

)**9 to include carges of illegal la"-off>downsizing.

?e e<ecutive labor arbiter ruled tat respondent corporations Cit" 'ervice, 0orza!ntegrated, and Peerless !ntegrated were @ointl" and severall" liable, since botpetitioner and respondents apparentl" referred to te entities intercangeabl", as if te"were one and te same. 6owever, as to te liabilit" of te officers and directors of Cit"'ervice, te 5L2 pronounced tat te individual respondents could not be eldpersonall" accountable due to te separate @uridical personalit" of Cit" 'ervice.

/n 9 7ecember )**8, te 3LC issued its 7ecision affirming te 5L24s @udgment, wita modification.

/n + Marc )**A, te C2 issued its assailed 7ecision finding no grave abuse of discretion in te 3LC4s ruling. Conse;uentl", te C2 affirmed, among oters, tatindividual respondents were not solidaril" liable.

Iss1e8s:

eter or not te individual respondents $officers and directors of te respondentcorporations% are solidaril" liable wit respondent corporations.

R1ling:

3o, te individual respondents $officers and directors of te respondent corporations%are not solidaril" liable wit respondent corporations.

2s a general rule, corporate directors, trustees, or officers are not personall" liable for

teir official acts, unless te" ave e<ceeded te scope of teir autorit". 'ection :( of

te Corporation Code is in point

'5C. :(.Liabilit" of directors, trustees or officers. D 7irectors or trustees wo willfull" and knowingl" vote for or assent to patentl"unlawful acts of te corporation or wo are guilt" of gross negligence or bad fait in directing te affairs of te corporation or ac;uire an"

personal or pecuniar" interest in conflict wit teir dut" as sucdirectors, or trustees sall be liable @ointl" and severall" for all damagesresulting terefrom suffered b" te corporation, its stockolders or members and oter persons.

!ndeed, personal liabilit" ma" attac wen directors, trustees, or officers assent to apatentl" unlawful act of te corporation, or wen te" act in bad fait, resulting indamages to te corporation, its stockolders, or oter persons. 6owever, as previousl"



discussed, tere was no substantial evidence on record proving bad fait in tetermination of petitioner4s emplo"ment due to retrencment.

celdran vs.docx

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