Zuellig Freight v.

National Labor Relations Commission

GR No. 157900 July 22, 2013
Facts:
Ronaldo San Miguel brought a complaint for unfair labor practice/illegal
dismissal against Zeta Brokerage Corporation (old name of petitioner). He alleged
that he had been a checker/customs representative of Zeta and that he, together of
some of the employees, was terminated from employments because the business
will stop operations. He contended that the amendments of the article of
incorporation of Zeta for purposes of changing the corporation name, broadening
the primary functions, and increasing the capital stock does not mean that the
corporation is dissolve resulting to the cessation of business operation.
Zuellig contends that the termination of respondent is for a valid cause
authorized by the Labor Code which is cessation of business operation. That the
termination of employees is a valid management prerogative and that they offered
employment to respondent but the latter failed to signify his acceptance at the
designated period of time.
Issue:
Whether the amendment of article of incorporation and the change of name
of a corporation warrants closure of business operation
Held:
No. The amendments of the article of incorporation of Zeta to change the
corporation name to Zuellig Freight and Cargo Systems, Inc. did not produce the
dissolution of the former corporation. For sure, the Corporation Code defined and
delineated the different modes of dissolution of a corporation, and amendment of
articles of incorporation was not one of them. The effect of the change of name was
not a change of the corporate being. Zeta and petitioner remains the same
corporation. The change of name did not give petitioner the license to terminate the
employees of Zeta like respondent without authorized cause Despite its new name,
Zuellig was mere continuation of Zetas corporate being, and still held the obligation
to honor all of Zetas obligations, one of which was to respect respondents security
of tenure.
Hence, San Miguel was illegally dismissed.
Republic v. CA
GR No. 93073 December 21, 1992
Facts:
Yamaguchi and Fermin Canlas, President and Treasurer respectively of
Worldwide Garment Manufacturing, Inc. By virtue of a board resolution, they were
authorized to apply for credit facilities with the Republic Planters Bank in the form of
exports advances and letters of credit/trust receipts accommodation. Nine
promissory notes were issued by the bank. The note became due and no payment
was made.
On February 5, 1982, petitioner bank filed a complaint against the Worldwide
Garment Manufacturing, Inc., Canlas and Yamaguchi for recovery of sums of money
covered by the nine promissory notes. But the claim against the corporation later on
was dropped. On December 20, 1982, Worldwide Garment Manufacturing, Inc.
changed its name to Pinch Manufacturing Corporation.
Pinch Manufacturing Corporation, together with Canlas and Yamaguchi, was
made solidarily liable for the payment of the nine promissory notes.
Canlas, in his defense, averred that he should not be held liable for such
authorized corporate acts that he performed inasmuch as he signed the promissory
notes in his capacity as officer of the defunct Worldwide Garment Manufacturing.

Issue: Whether Canlas should be held liable for the promissory notes
Held:
Yes. Canlas is solidarily liable on the promissory note that bears his signature.
Under the Negotiable lnstruments Law, persons who write their names on the face
of promissory notes are makers and are liable as such. By signing the notes, the
maker promises to pay to the order of the payee or any holder according to the
tenor thereof. This was made clearer and certain, without reason for ambiguity, by
the presence of the phrase joint and several as describing the unconditional
promise to pay to the order of Republic Planters Bank. Where an instrument
containing the words I promise to pay is signed by two or more persons, they are
deemed to be jointly and severally liable thereon.
As to the liability of Pinch Manufacturing Corporation, such is not
extinguished when the article of incorporation of the latter was amended and
corporate name was changed.
The corporation, upon such change in the name, is no sense a new
corporation, nor the successor of the original corporation. It is the same corporation
with a different name, and its character was not changed. A change in the corporate
name does not make a new corporation. Such has no effect in its rights and
liabilities.