ZUELLIG FREIGHT AND CARGO SYSTEMS v.

NLRC and RONALDO SAN MIGUEL

G.R. No. 157900; July 15, 2013; Bersamin, J.

SUMMARY:
In June 1994, San Miguel et. al. were informed that Zuellig, then known as Zeta Brokerage Corp. would cease
operations and that San Miguel and other employees would be separated. San Miguel reluctantly accepted his
separation pay subject to the standing offer to be hired to his former position by Zuellig. However, San Miguel
was terminated, without valid cause and in violation of due process, 15 days after the acceptance. San Miguel
filed a complaint for ULP, illegal dismissal, non-payment of salaries and moral damages against Zuellig. He
contended that the amendments of the articles of incorporation of Zeta did not dissolve Zeta as they were for
the purpose of changing the corporate name, broadening of primary functions and increasing the capital
stock. LA found that Zuellig and Zeta are legally the same entity and that San Miguel had been illegally
dismissed. NLRC affirmed LA. CA likewise affirmed LA and NLRC. SC affirmed. SC ruled that Zeta and Zuellig
remained one and the same corporation. There being no just cause for termination and no compliance with
due process, Zuellig is guilty of illegal dismissal.

DOCTRINE:
The mere change in the corporate name is not considered under the law as the creation of a new corporation;
hence, the renamed corporation remains liable for the illegal dismissal of its employee separated under that
guise. Thus, the change of name did not give Zuellig the license to terminate employees of Zeta like San Miguel
without just or authorized cause. Despite its new name, was the mere continuation of Zeta's corporate being,
and still held the obligation to honor all of Zeta's obligations, one of which was to respect San Miguel's
security of tenure. The dismissal of San Miguel from employment on the pretext that petitioner, being a
different corporation, had no obligation to accept him as its employee, was illegal and ineffectual.