Anda di halaman 1dari 3

Celdran vs. Forza Integrated Services.

Topic: Liabilities of Board of directors


LEO MARIO C. CELDRAN, petitioner, vs. FORZA INTEGRATED
SERVICES, CITY SERVICE CORPORATION, PEERLESS INTEGRATED
SERVICES, INC., VALENTIN B. PRIETO, JR., CHIEF EXECUTIVE
OFFICER, PERCIVAL R. SANTIAGO, CHIEF OPERATION OFFICER, ROLLY
O. HERNANDEZ, SENIOR INFORMATION OFFICER, VICTOR B. PRIETO,
VIRGIL B. PRIETO, AND VERNON B. PRIETO, ALL
DIRECTORS OF FORZA INTEGRATED CORP., CITY SERVICE CORPORATION,
AND PEERLESS INTEGRATED SERVICES, INC., respondents.
G.R. No. 189460. June 5, 2013.]
Ponente: Justice Cruz
Digested by: James Bernard G. Calo

Facts:
Petitioner Leo Mario C. Celdran was working for Philamlife Insurance Company
[(Philamlife)] before he was hired by private respondent City Service Corporation [(City
Service)] on July 1, 2005, as Vice-President for the Visayas Regional Office in Cebu
City.
Parenthetically, private respondents City Service Corporation and Peerless Integrated
Services, Incorporated [(Peerless Integrated)] are affiliate companies of respondent
FORZA Integrated Corporation [(Forza Integrated)].
On November 10, 2005, private respondent Percival R. Santiago [(Santiago)], Chief
Operating Officer, accused Celdran of dishonesty for allegedly charging a personal
lunch to the company. Private respondent Santiago then demanded Celdran's
resignation. Eight days after, Celdran received a termination notice signed by private
respondent Santiago which led the former to file a complaint for illegal dismissal on
November 22, 2005, before the Regional Arbitration Branch of the [National Labor
Relations Commission (NLRC)]. However, the said case was settled as he was
reinstated to his position on December 27, 2005.
On March 2, 2006, Celdran was placed under preventive suspension for 30 days due
to his belligerent attitude and required to explain why he should not be terminated. He
was not asked to return to work after his suspension for which reason he amended his
complaint on April 11, 2006, to include charges of illegal suspension, constructive
dismissal and unpaid money claims.

In a letter dated April 11, 2006, private respondent City Service Corporation informed all
its employees, including Celdran, that by virtue of a board resolution dated March 17,
2006, the company decided to replace the Visayas Regional Office with a small Liaison
Office. Consequently, Celdran made a second amendment of his complaint on April 18,
2006 to include charges of illegal lay-off/downsizing.
The executive labor arbiter ruled that respondent corporations City Service, Forza
Integrated, and Peerless Integrated were jointly and severally liable, since both
petitioner and respondents apparently referred to the entities interchangeably, as if they
were one and the same. However, as to the liability of the officers and directors of City
Service, the ELA pronounced that the individual respondents could not be held
personally accountable due to the separate juridical personality of City Service.
On 6 December 2007, the NLRC issued its Decision affirming the ELA's judgment, with
a modification.
On 5 March 2009, the CA issued its assailed Decision finding no grave abuse of
discretion in the NLRC's ruling. Consequently, the CA affirmed, among others, that
individual respondents were not solidarily liable.
Issue/s:
Whether or not the individual respondents (officers and directors of the respondent
corporations) are solidarily liable with respondent corporations.
Ruling:
No, the individual respondents (officers and directors of the respondent corporations)
are not solidarily liable with respondent corporations.
As a general rule, corporate directors, trustees, or officers are not personally liable for
their official acts, unless they have exceeded the scope of their authority. Section 31 of
the Corporation Code is in point:
SEC. 31.Liability of directors, trustees or officers. Directors or
trustees who willfully and knowingly vote for or assent to patently
unlawful acts of the corporation or who are guilty of gross negligence or
bad faith in directing the affairs of the corporation or acquire any
personal or pecuniary interest in conflict with their duty as such
directors, or trustees shall be liable jointly and severally for all damages
resulting therefrom suffered by the corporation, its stockholders or
members and other persons.
Indeed, personal liability may attach when directors, trustees, or officers assent to a
patently unlawful act of the corporation, or when they act in bad faith, resulting in
damages to the corporation, its stockholders, or other persons. However, as previously

discussed, there was no substantial evidence on record proving bad faith in the
termination of petitioner's employment due to retrenchment.