FIRST DIVISION
[ G.R. No. 246270. June 30, 2021 ]
SUSAN R. ROQUEL, PETITIONER, VS. PHILIPPINE NATIONAL BANK AND PNB GLOBAL REMITTANCE AND FINANCIAL CO. (HK) LTD., RESPONDENTS.
CONCURRING OPINION
ZALAMEDA, J.:
The State is bound under the Constitution to afford full protection to labor. When conflicting interests of labor and capital are to be weighed on the scales of social justice, the heavier influence of the latter should be counterbalanced with the sympathy and compassion the law accords the less privileged workingman. Labor is not a mere employee of capital but its active and equal partner.1
In this petition, petitioner seeks to be properly compensated for her illegal dismissal. In connection thereto, she alleges that PNB should be considered her employer because she was a shared employee of the corporations belonging to the PNB Hongkong group.
I concur with the ponencia that PNB should be held accountable for petitioner's claims. The supposed separate personalities of PNB and PNB Global should not bar petitioner from asserting her claims against the former. The three-pronged test in determining the applicability of the doctrine of piercing the veil of corporate fiction should be tempered with our evidentiary rules in labor cases. Equally settled is the rule that in illegal dismissal cases, the burden of proof is upon the employer to prove that the employee's dismissal from service is for a just and valid cause.2 In other words, the determination of the issue on piercing of corporate veil must be undertaken with careful consideration of the State policy affording full protection to labor.
In this case, aside from the uncontested fact of petitioner's termination from work, I find that she adequately established her claim that PNB Global was a mere instrumentality of PNB. Her transfers within the PNB Hongkong group, and the use of the PNB letterhead, among others, constitute, at least, a prima facie proof justifying the treatment of these entities as one. It is my belief that after the introduction of these pieces of evidence, it became incmnbent upon PNB to establish its alleged separate and independent operations from PNB Global, as well as its supposed lack of intent to evade labor law obligations.
Interestingly, instead of presenting a contrary evidence, PNB, in its position paper, admitted that "the provisions of [petitioner's] appointment as Branch Manager of PNB-RCL where the change of assignments from one entity to other PNB affiliates/subsidiaries is explicitly stipulated." This statement supports the conclusion that insofar as petitioner's employment, PNB itself considered its related corporations as one.
Given the foregoing, I do not find that the case of Maricalum Mining Corp. v. Florentino,3 (Maricalum case) squarely applies as to deprive petitioner a recourse against PNB. In the Maricalum case, there is a contractual agreement clearly identifying the mining company as the employer. However, complainants therein hypothesized that since the assets of the subsidiary company, Maricalum Mining, appear to be continuously depleting, the holding company, G Holdings, Inc., was guilty of fraud and should be held liable for their claims. Indeed, in the Maricalum case, the separate personalities of G Holdings Inc., and the mining company were clearly substantiated by a contractual agreement and even judicially affirmed in a prior case, G Holdings, Inc. v. National Mines and Allied Workers Union Local 103.4 In that case, this Court considered relevant the Government's intervention in G Holding's acquisition of 90% of Maricalum Mining's shares and financial claims. The National Government's sale of the mining company's share to G Holdings, Inc., accorded the transaction a presumption of regularity, necessarily the lack of intent to evade labor law liabilities, viz:
It may be remembered that APT acquired the MMC from the PNB and the DBP. Then, in compliance with its mandate to privatize government assets, APT sold the aforesaid MMC shares and notes to GHI. To repeat, this Court has recognized this Purchase and Sale Agreement in Republic, etc. v. "G" Holdings, Inc.1âшphi1
The participation of the Government, through APT, in tli.is transaction is significant. Because the Government had actively negotiated and, eventually, executed the agreement, then the transaction is imbued with an aura of official authority, giving rise to the presumption of regularity in its execution. This presumption would cover all related transactional acts and documents needed to consummate the privatization sale, inclusive of the Promissory Notes. It is obvious, then, that the Government, through APT, consented to the "establishment and constitution" of the mortgages on the assets of MMC in favor of GHI as provided in the notes. Accordingly, the notes (and the stipulations therein) enjoy the benefit of the same presumption of regularity accorded to government actions. Given the Government consent thereto and clothed with the presumption of regularity, the mortgages cannot be haracterized as sham, fictitious or fraudulent.
xxx
The negotiations between the GHI and the Governrilent — through APT, dating back to 1992 — culminating in the Purchase and Sale Agreement, cannot be depicted as a contrived transaction. In fact, in the said Republic, etc. v. "G" Holdings, Inc., this Court adjudged that GHI was entitled to its rightful claims — not just to the shares of MMC itself, or just to the financial notes that already contained the mortgage clauses over MMCs disputed assets, but also to the delivery of those instruments. Certainly, we cannot impute to this Court's findings on the case any badge of fraud. Thus, we reject the CA's conclusion that it was right to pierce the veil of corporate fiction, because the foregoing circumstances belie such aninference. Furthermore, we cannot ascribe to the Government, or the APT in particular, any undue motive to participate in a transaction designed to perpetrate fraud. Accordingly, we consider the CA interpretation unwarranted.
Since the factual antecedents of this case do not warrant a finding that the mortgage and loan agreements between MMC and GHI were simulated, then their separate personalities must be recognized. To pierce the veil of corporate fiction would require that their personalities as creditor and debtor be conjoined, resulting in a merger of the personalities of the creditor (GHI) and the debtor (MMC) in one person, such that the debt of one to the other is thereby extinguished. But the debt embodied in the 1992 Financial Notes has been established, and even made subject of court litigation (Civil Case No. 95-76132, RTC Manila). This can only mean that GHI and MMC have separate corporate personalities.
Such is not the case here. At the outset, petitioner's narration of her employment history clearly revealed that she was tossed among various corporations related to PNB as if they were just departments of a single entity. Further, there is no showing of demarcation of authority among the corporations belonging to the PNB Hongkong group, at least insofar as petitioner's employment is concerned. Likewise, as stated above, PNB acknowledged the internal arrangement of sharing employees among its related corporations.
Thus, considering that PNB failed to controvert petitioner's account of her employment and dismissal, or even explain the regularity and validity of the aforesaid practice of using the same employees, I agree with the ponencia that petitioner was able to support her argument that PNB should be considered her employer. She should not be burdened further by presenting a more precise or direct proof of commingling of authority between PNB and those of the PNB Hongkong group. Neither should her failure to timely question her transfers during the time of her employment be considered prejudicial to her cause. Courts must remain cognizant of the plight and vulnerabilities of employees, who are likely to agree with various working arrangements to preserve their means oflivelihood.
In all, I am of the opinion that in labor cases where the piercing of corporate veil becomes an issue, employees must be given a certain latitude in establishing their cause. Similar to our evidentiary rules shifting the burden to the employer in case of claims of non-payment of monetary benefits, the application of the three-pronged test should not be too stringently applied without regard to the nature of evidence needed to justify the lifting of corporate veil.
It may not be amiss to point out that unequivocal evidence showing corporate relations may, oftentimes, be elusive, too technical or even non-existent to the ordinary employee. Documents establishing corporate structures, operating protocols and other internal corporate agreements may not always be readily available, especially to employees who seek claims against their corporate employers. On the other hand, any legitimate corporation who wishes to establish its separate identity from its alleged conduits could effortlessly introduce corporate documents and records in support thereof. Thus, it is my view that while the burden to produce proof rests on the party proposing to pierce the veil of corporate fiction, such rule should not relieve the employer, in illegal dismissal cases, its responsibility of proving the validity of the termination. In other words, if the policy is to treat labor as partner and not subordinate of capital, both employer and employee should be obliged to present countervailing evidence in order to give courts a complete and accurate grasp of their conflicting rights and claims.
WHEREFORE, I vote to GRANT the petition.
Footnotes
1 Fuentes v. National Labor Relations Commission, 334 Phil. 22 (1997) [Per J. Belosillo]
2 Geraldo v. The Bill Sender Corp., G.R. No. 222219, 03 October 2018 [Per J. Peralta].
3 G.R. Nos. 221813 & 222723, 23 July 2018 [Per CJ Gesmundo].
4 G.R. No. 160236, 619 Phil. 69 (2009) [Per J. Nachura].
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