Delima v. Gois
REITERATIONFacts
The Antecedents: Petitioner Virgilio S. Delima filed a case for illegal dismissal against Golden Union Aquamarine Corporation, Prospero Gois, and respondent Susan Mercaida Gois. The Labor Arbiter ruled in favor of Delima, ordering Golden Union Aquamarine Corporation to pay backwages, separation pay, salary differentials, and service incentive leave pay, totaling P115,561.05. Golden Union Aquamarine Corporation failed to appeal this decision, rendering it final and executory. Subsequently, a writ of execution was issued, leading to the attachment of an Isuzu Jeep registered in respondent Gois's name. Procedural History: Respondent Susan Mercaida Gois filed a third-party claim asserting ownership of the attached vehicle, arguing she was not a party to the illegal dismissal case. The Labor Arbiter denied this claim, citing Gois's inclusion as a respondent in the original complaint and her participation in the corporation's defense. Gois appealed this denial to the National Labor Relations Commission (NLRC) and simultaneously moved to release the vehicle by substituting it with a cash bond equivalent to the judgment award. The Labor Arbiter granted this motion. However, the NLRC dismissed Gois's appeal for lack of merit, a decision that became final and executory. Subsequently, Gois filed a petition for certiorari with the Court of Appeals. The Petition: This petition for review under Rule 45 of the Rules of Court assails the Court of Appeals' decision which annulled the NLRC's resolutions and ordered the return of the cash bond to respondent Gois. The petitioner raises three issues: whether the Court of Appeals erred in omitting respondent Gois as a principal respondent in the original complaint, in considering that the vehicle registered under Gois's name, despite being used by the corporation and registered to its president, could not be garnished, and in annulling a final and executory order of the NLRC. The petitioner argues that corporate officers are generally not personally liable for corporate debts unless malice or bad faith is proven, and that the vehicle in question was owned by Gois, thus distinct from corporate assets.
Issue(s)
Whether the Court of Appeals erred in omitting private respondent (Gois) as one of the principal respondents in the original complaint and in considering that the vehicle principally used in the business operations of the corporation, registered under the name of private respondent who was also the corporation president, cannot be subject of garnishment. Whether the Court of Appeals erred in annulling and setting aside a final and executed order/resolution of the National Labor Relations Commission. Whether Golden Union Aquamarine Corporation should reimburse Gois the amount of P115,561.05.
Ruling
The petition is partly granted. The assailed Decision of the Court of Appeals dated December 21, 2006, annulling and setting aside the May 31, 2006 and August 22, 2006 Resolutions of the National Labor Relations Commission, and its Resolution dated February 5, 2007, are affirmed with the modification that Golden Union Aquamarine Corporation is ordered to reimburse respondent Susan M. Gois the amount of P115,561.05.
Ratio Decidendi
On the issue of Gois's status as a respondent and the garnishment of her vehicle: The Court reiterated the principle of separate corporate personality. The decision of the Labor Arbiter explicitly directed only Golden Union Aquamarine Corporation to pay the petitioner, and this obligation was not stated as joint and solidary with Gois. Therefore, Gois could not be held personally liable for the corporation's debt, as Golden has a separate and distinct personality. The subject vehicle was owned by Gois, and it should not have been attached to answer for the liabilities of the corporation. Corporate officers are generally not personally liable for their official acts unless they exceed their authority or the termination of employment was tainted with malice or bad faith, which was not sufficiently shown in this case. The Court emphasized that to justify solidary liability, there must be an allegation or showing that the officers deliberately or maliciously designed to evade the corporation's financial obligations to its employees. On the annulment of the NLRC resolution and the timeliness of the petition for certiorari: The Court found that the NLRC erred in declaring its May 31, 2006 Resolution final and executory. The respondent Gois received the denial of her motion for reconsideration on September 1, 2006. Under Section 4 of Rule 65 of the Rules of Court, a petition for certiorari must be filed within sixty (60) days from notice of the judgment, order, or resolution sought to be annulled. Therefore, Gois had until October 31, 2006, to file her petition. The petition for certiorari filed on October 13, 2006, was timely filed. The Court clarified that the period for appeal from the NLRC to the Court of Appeals is governed by Rule 65, and the 60-day period applies from notice of the judgment or resolution. The NLRC's entry of judgment on September 29, 2006, occurred before the reglementary period for filing the certiorari petition had lapsed. On the reimbursement of the cash bond: While the Court of Appeals ordered the return of the cash bond to Gois, the petitioner admitted that the monies were spent for his mother's medical expenses. Considering that Gois was legally entitled to have her property released, and the corporation benefited from her posting the bond by being relieved of its obligation to pay the judgment debt, the Court modified the ruling. Golden Union Aquamarine Corporation was ordered to reimburse Gois the amount of P115,561.05 to prevent unjust enrichment.
Main Doctrine
Corporate officers are generally not personally liable for the obligations of the corporation unless they acted with malice or in bad faith, and property owned by a corporate officer cannot be attached to satisfy a judgment against the corporation, absent such malice or bad faith.