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G.R. No. L-30822 July 31, 1975

EDUARDO CLAPAROLS, ROMULO AGSAM and/or CLAPAROLS STEEL

AND NAIL PLANT, petitioners,

vs. COURT OF INDUSTRIAL RELATIONS, ALLIED WORKERS'

ASSOCIATION and/or DEMETRIO GARLITOS, ALFREDO ONGSUCO,

JORGE SEMILLANO, SALVADOR DOROTEO, ROSENDO ESPINOSA,

LUDOVICO BALOPENOS, ASER AMANCIO, MAXIMO QUIOYO,

GAUDENCIO QUIOYO, and IGNACIO QUIOYO,respondents.

Facts:

Aug 6 1957 complaint for unfair labor practice (ULP) was filed by AlliedWorkers Association (AWA), Demetrio Garlitos and 10 other workers

against Claparols Steel & Nail Plant (CSNP).

Sep 16 1963 CIR found Eduardo Claparols guilty of union busting and of

dismissing the complainants because of union activities. Mar 30 1964 the

workers filed a motion for execution, which was granted by CIR. The

workers were reinstated to their former jobs with backwages.

Dec 14 1964 the Chief of Police of Talisay, Negros Occidental accompaniedthe workers to the CSNP compound to report for work but were refursed

reinstatement by the accountant, Francisco Cuso, as he had not yet received

an order from CLaparols and Atty. Katalbas. Dec 15 they were again

refused by Cusi.

Jan 15 1965 CIR Examiner submitted his report that CSNP ceased

operations on Jun 30 1957 and was succeeded by the Claparols Steel Corp

(CSC), which also stopped operations in Dec 1962.

Jan 23 1965 Claparols claimed that the workers could not be reinstated asthe corp stopped operations already, and that backwages should only be

limited to three months.

The workers replied alleging that CSNP and CSC are one and the same corp

controlled by Claparols.

Nov 28 1966 CIR ordered the recomputation of the backwages (yan lang

sabi, no period stated)

MFR by Claparols was denied. (apparently, pinag aawayan ang bonus. Ayaw

ni claparols na may bonus, si worker gusto na may bonus. Maraming MFR

ang ni-file ni CLaparols to remove the bonus in the recomp of the

backwages, pero lagging denied.)

Issue: WON bonueses should be included in backwages Yes

Ratio:

On bonuses part of compensation or recoverable wages if regularly given

without any condition imposed on its payment

"a bonus is not a demandable and enforceable obligation, except when it is a

part of the wage or salary compensation"

Whether or not bonus forms part of wages depends upon the condition or

circumstance for its payment. If it is an additional compensation WHICH THEEMPLOYER PROMISED AND AGREED to give without any condition imposed

for its payment ...then it is part of the wage.

an employee is not entitled to bonus where there is no showing that it had

been granted by the employer to its employees periodically or regularly asto become part of their wages or salaries. The clear implication is that bonus

is recoverable as part of the wage or salary where the employer regularly or

periodically gives it to employees.

SC the 1956-1962 FS of the corp consistently included bonus and pension

computation. Bonuses were also given out even if the company suffered

losses, therefore, the bonuses are part of wages and recoverable.

As to the claim that only 3mos worth of backwages should be given

because CSNP has already ceased operations

Claparols Steel and Nail Plant, which ceased operation of June 30, 1957, was

SUCCEEDED by the Claparols Steel Corporation effective the next day, July 1,

1957 up to December 7, 1962, when the latter finally ceased to operate. It is

very clear that the latter corporation was a continuation and successor of

the first entity, and its emergence was skillfully timed to avoid the financial

liability that already attached to its predecessor, the Claparols Steel and Nail

Plant. Both predecessors and successor were owned and controlled by the

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petitioner Eduardo Claparols and there was no break in the succession and

continuity of the same business. This "avoiding-the-liability" scheme is very

patent, considering that 90% of the subscribed shares of stocks of the

Claparols Steel Corporation (the second corporation) was owned by

respondent (herein petitioner) Claparols himself, and all the assets of the

dissolved Claparols Steel and Nail Plant were turned over to the emerging

Claparols Steel Corporation.

It is very obvious that the second corporation seeks the protective shield ofa corporate fiction whose veil in the present case could, and should, be

pierced as it was deliberately and maliciously designed to evade its financial

obligation to its employees.

We held that when the notion of legal entity is used to defeat public

convenience, justify wrong, protect fraud, or defend crime, the law will

regard the corporation as an association or persons, or, in the case of two

corporations, will merge them into one. Where a corporation is merely an

adjunct, business conduit or alter ego of another corporation, the fiction of

separate and distinct corporate entities should be disregarded.

Petition denied.

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