Beruflich Dokumente
Kultur Dokumente
Koppel Industrial Car and Equipment company (KICE), a Koppel Philippines is a mere branch, subsidiary or agency of
foreign company not doing business in the Philippines, the latter.A corporation will be looked upon as a legal entity
as a general rule, and until sufficient reason to the contrary
owned 995 shares out of the 1000 shares that comprise the
capital stock of KPI, a domestic corporation licensed as appears; but, when the notion oflegal entity is used to
commercial broker in the Philippines. defeat public convenience, justify wrong, protect fraud, or
defend crime, the lawwill regard the corporation as an
The remaining 5 shares were owned by each of the officers
association of persons.
of KPI. KICE is in the business of selling railway materials,
machineries and supplies. Buyers in the Philippines, when The corporate entity is disregarded where it is so organized
interested, asked for price quotations from KPI, and KPI and controlled, and its affairs are so conducted, as to make
then cabled for the quotation desired from KICE. it merely an instrumentality, agency, conduit or adjunct of
another corporation.
However, KPI quoted to the purchaser a selling price above
the figures quoted by KICE. On the basis of these SC reasoned that, in so far as the sales involved herein are
quotations, orders were placed by the local buyers. concerned, KPI and KICE are to all intents and purposes one
Between KICE and KPI, the arrangement nonetheless was and the same. As regards those transactions, the former
corporation is a mere branch, subsidiary or agency of the
that KICE controls how much share of the profits goes to
KPI. For these transactions, the BIR treated KPI as a latter. This is conclusively borne out by the fact, among
subsidiary of KICE and collected from KPI the merchants’ others, that the amount of the so-called "share in the
sales tax, which was a revenue law in force at the time the profits" of KPI was ultimately left to the sole, unbridled
sales took place. control of KICE.
KPI paid the taxes under protest, demanded for refund and No group of businessmen could be expected to organize a
contended that KPI could not be liable for merchants’ sales mercantile corporation — the ultimate end of which could
only be profit — if the amount of that profit were to be
subjected to such a unilateral control of another RICARDO TANTONGCO, Petitioner, vs. KAISAHAN NG MGA
corporation, unless indeed the former has previously been MANGGAGAWA SA LA CAMPAN (KKM) AND THE HONORABLE
designed by the incorporators to serve as a mere subsidiary, COURT OF INDUSTRIAL RELATIONS, Respondents.
branch or agency of the latter. Evidently, Koppel Industrial
Car and Equipment Company made use of its ownership of In June 1951, members of the Kaisahan ng mga
the overwhelming majority — 99.5% — of the capital stock Manggagawa sa La Campana, a labor union to which were
of the local corporation to control the operations of the affiliated workers in the La Campana Starch Factory and La
latter to such an extent that it had the final say even as to Campana Coffee Factory (two separate entities but under
how much should be allotted to said local entity in the so- the one management) presented demands for higher
called sharing in the profits. wages, and more privileges and benefits in connection with
their work.
Further, in the practical working of corporate organizations
of the class to which these two entities belong, the holder The case was eventually brought to the Court of Industrial
or holders of the controlling part of the capital stock of the Relations. On the theory that the laborers presenting the
corporation dominate not only the selection of the Board of demands were only the ones working in the coffee factory,
Directors but, more often than not, also the action of that La Campana Starch Factory filed a motion to dismiss
Board. Philippine corporation could not possibly contravene claiming that inasmuch as there were only 14 laborers in
with the American corporation in this case. This fact the coffee factory, the CIR had no jurisdiction over the case.
necessarily leads to the inference that the corporation had The motion was denied.
at least a Vice-President, and presumably also a President, Upon appeal, the SC held that the two companies are
who were residing in America, where the parent operating under one single management, that is, one
corporation is domiciled. business though with two trade names. The
If KPI had been intended to operate as a regular domestic Upon the return of the case to the CIR, incidental cases
corporation in the Philippines, where it was formed, the involving the same parties came up. These five cases were
record and the evidence do not disclose any reason why all heard jointly.
its officers should not reside and perform their functions in In the meantime, Ramon Tantongco supposed to be the
the Philippines. owner and manager of the Starch Factory and the OIC of the
Coffee Factory died. Ricardo Tantongco, as administrator of
G.R. No. L-13119 September 22, 1959 Ramon’s estate, filed a motion to dismiss all the cases, on
the ground that said cases involved claims for sums of
money and consequently should be filed before the probate
court having jurisdiction over the estate. CIR denied such companies or entities, they were managed by the same person or
motion. persons and the workers in both were used interchangeably so that
CIR then issued an order for the reinstatement of the in order to determine whether or not the CIR had jurisdiction, the
dismissed laborers with back wages. The laborers involved number of workers in both entitles, not in only one, was to be
thereafter reported for work, but they were not admitted considered. However, we still believe that although the family of
by the management. Consequently, the union filed a Ramon Tantongco was practically the owner of both the coffee
petition to hold respondents in said cases for contempt. factory and the starch factory, nevertheless these entities are
Tantongco now seeks to prohibit the CIR from proceeding separate from the personality of Ramon.
with the trial for contempt and to enjoin respondent CIR
In conclusion, we find and hold that the La Campana Starch and
from enforcing its order of reinstatement.
Food Products Company which stands for the La Campana Starch
He contends that in the previous case, the SC already
and Coffee Factory are entities distinct from the personality of
"pierced the veil of corporate existence", and held that the
Ramon Tantongco; that after the death of Ramon these two
La Campana Starch and Coffee Factory and its owner,
entities continued to exist and to operate under the management
Ramon Tantongco, were one; so that with the death of
of petitioner and that consequently he is the proper person and
Ramon, the La Campana entities ceased to exist, resulting in
official to which the orders of the CIR are addressed and who is in
the loss of jurisdiction of the CIR to enforce its order against
duty bound to comply with the same. We further find that the CIR
said entities.
acted with in its jurisdiction in issuing its order of September 30,
ISSUE: WON CIR has jurisdiction over the present case. 1957 and in requiring petitioner to appear to give his evidence if
any in relation with the contempt proceedings instituted against
HELD: YES. him.
The death of Ramon Tantongco did not deprive the CIR of its NOTE: Petitioner is likewise estopped from claiming that the
jurisdiction. Moreover, the money claims of the laborers were two entities in question and Ramon are one, since there
merely incidental to their demands for reinstatement for having were certain instaces where he admitted the existence of
been unjustly dismissed, and for better working conditions. the two companies.
The reason SC applied the so-called "piercing the veil of corporate NOTE: Any violation of any order, award, or decision of the
existence" in G.R. No. L-5677 was to avoid the technicality therein Court of Industrial Relations shall, after such order, award
advanced in order to defeat the jurisdiction of the CIR. SC found or decision has become final, conclusive, and executory,
therein that although there were ostensibly two separate constitute contempt of court.
G.R. No. 110358 November 9, 1994 AMADO P. ELEDA — 25,250 shares
QUINTIN ROBLEDO, MARIO SINLAO, LEONARDO SAAVEDRA, VICTORIA B. AURIGUE — 25,250 shares
VICENTE SECAPURI, DANIEL AUSTRIA, ET AL., petitioners, vs. THE
NATIONAL LABOR RELATIONS COMMISSION, BACANI SECURITY FELIPE BACANI — 20,000 shares
AND ALLIED SERVICES CO., INC., AND BACANI SECURITY AND The primary purpose of the corporation was to "engage in the
PROTECTIVE AGENCY AND/OR ALICIA BACANI, respondents. business of providing security" to persons and entities. This was the
same line of business that BSPA was engaged in. Most of the
Petitioners were former employees of BSPA. They were employed
as security guards at different times during the period 1969 to petitioners, after losing their jobs in BSPA, were employed in BASEC.
December 1989 when BSPA ceased to operate. On July 5, 1990, some of the petitioners filed a complaint with the
BSPA was a single proprietorship owned, managed and operated by DOLE for underpayment of wages and nonpayment of overtime pay,
the late Felipe Bacani. It was registered with the Bureau of Trade legal holiday pay, separation pay and/or retirement/resignation
and Industry as a business name in 1957. Upon its expiration, the benefits, and for the return of their cash bond which they posted
registration was renewed on July 1, 1987 for a term of five (5) years with BSPA. Made respondents were BSPA and BASEC.
ending 1992. On March 1, 1992, the Labor Arbiter rendered a decision upholding
On December 31, 1989, Felipe Bacani retired the business name and the right of the petitioners, and further holding both BSPA and
BASEC solidarily liable, except BSPA which has already been retired
BSPA ceased to operate effective on that day. At that time,
respondent Alicia Bacani, daughter of Felipe Bacani, was BSPA's from business.
Executive Directress. On appeal the NLRC reversed, declaring the LA without jurisdiction
On January 15, 1990 Felipe Bacani died. An intestate proceeding and instead suggested that petitioners file their claims with the RTC,
where an intestate proceeding for the settlement of Bacani's estate
was instituted for the settlement of his estate.
was pending.
Earlier, on October 26, 1989, BASEC had been organized and
registered as a corporation with the SEC. The following were the Petitioners now contend that the NLRC erred, on the ground that
incorporators with their respective shareholdings: BASEC is the same entity as BSPA the latter being owned and
controlled by one and the same family, namely the Bacani family.
ALICIA BACANI — 25,250 shares For this reason they urge that the corporate fiction should be
AD Santos now contends, amongst others, that Ventura has no DUE PROCESS
cause of action against it. After all Ventura admitted, in the course
G.R. No. 80043 June 6, 1991
of his testimony, that he worked for the City Cab operated by
Amador Santos. Ventuara thus should have made his claim upon ROBERTO A. JACINTO, petitioner, vs. HONORABLE COURT OF
Amador. APPEALS and METROPOLITAN BANK AND TRUST COMPANY,
respondents.
ISSUE: WON Ventura has a cause of action against AD Santos.
In this case, Metrobank sued Inland Industries and Roberto
HELD: YES.
Jacinto, its President and General Manager. Notably, the
Ventura’s admission will not detract from the validity of his right to former did not allege in its complaint that the two
compensation. For, the truth is that really at one time Amador defendants are one and the same.
Santos was the sole owner and operator of the City Cab. It was Trial ensued with Metrobank trying to prove that Inland
Industries is a mere alter ego of Jancito. Jacinto, on the
other hand, declared that it is Bienvenida Catabas who is its NOTE: It was Jacinto who dealt entirely with Metrobank in
President, while Aurora Heresa is its Chairman of the Board. the transactions subject of controversy in this case, and in
He admitted however that his wife, Hedy U. Jacinto, owns the Trust Receipts that he signed supposedly in behalf of
with him 52% of the shares of stock of Inland. Inland Industries, Inc.
Eventually, both the RTC nd the CA ruled in favour of NOTE: There is no clear-cut delimitation between the
Metrobank, holding Inland Industries and Jacinto solidarily personality of Roberto Jacinto as an individual and the
liable to it. personality of Inland Industries, Inc. as a corporation.
PIERCING THE VEIL DOCTRINE: "when the veil of corporate
ISSUE: WON the lower courts are correct in piercing the veil of
fiction is made as a shield to perpetuate fraud and/or
corporate fiction between Inland and Jacinto despite the fact that
confuse legitimate issues, the same should be pierced."
Mettrobank failed to allege in its complaint the oneness of the two
ALTER EGO DOCTRINE: "Where a corporation is merely an
defendants.
adjunct, business conduit or alter ego, the fiction of
HELD: YES. VEIL OF CORPORATE FICTION MUST BE PIERCED. separate and distinct corporate entity should be
disregarded."
While on the face of the complaint there is no specific
allegation that the corporation is a mere alter ego of G.R. No. 89804 October 23, 1992
petitioner, subsequent developments, from the stipulation
CALVIN S. ARCILLA, petitioner, vs. THE HONORABLE COURT OF
of facts up to the presentation of evidence and the
APPEALS and EMILIO RODULFO, respondents.
examination of witnesses, unequivocally show that
respondent Metrobank sought to prove that Jacinto and Rodulfo filed a complaint for a sum of money against Arcilla.
Inland are one, no serious objection was heard from Jacinto. It is alleged therein that from late 1981 up to early 1983,
Pursuant to Section 5 of Rule 10, ROC, "when evidence is Arcilla, taking advantage of his close friendship with
presented by one party, with the express or implied consent Rodulfo, succeeded in securing on credit from the latter,
of the adverse party, as to issues not alleged in the various items, cash and checks, which the Rodulfo willingly
pleadings, judgment may be rendered validly as regards extended because of the representations of the Arcilla that
those issues, which shall be considered as if they have been he was a successful financial consultant of local and
raised in the pleadings. There is implied consent to the international businessmen. Rodulfo alleged that he had
evidence thus presented when the adverse party fails to made numerous demands for payment but Arcilla refused
object thereto. to pay.
Arcilla, in his answer, admits the indebtedness which he liable therefor because Csar Marine Resources, Inc. is
said was acquired as support for his loan with KKK. nothing more than his business conduit and alter ego. The
However, according to him, he already paid plaintiff fiction of a separate juridical personality conferred upon
P56,098.00 thru PNB. Notably, in his pre-trial brief, he such corporation by law should be disregarded.
stated that acquired such a loan in his capacity as the After all, Arcilla already admitted that the pro-forma invoice
President of his family corporation, CSAR Marine Resources. which he obtained from Rodulfo and which became the
RTC did not give credence to Arcilla’s defense of payment, source of the obligations was to support his loan. Moreover,
and eventually ruled in favour of Rodulfo. CA affirmed. Arcilla neglected to set up in his Answer the defense that he
Arcilla asked for reconsideration on the ground of newly is not personally liable because the debt were corporate
discovered evidence which consists of a letter, signed by obligations of Csar Marine Resources, Inc. Of course, that
Rafael Rodulfo, categorically stating that the subject defense would have been inconsistent with his volunteered
account are all in the name of CSAR MARINE RESOURCES, admission that the KKK loan was for his benefit. In any case,
INC., a corporation separate and distinct from Arcilla. CA the failure to set it up as an affirmative defense amounted
modified the earlier resolution in such a way that it ordered to a waiver thereof.
Arcilla to pay Rodulfo in his capacity as President of Csar Petitioner's volunteered admission that he procured the
Marine Resources. pro-forma invoice from the private respondent in
Arcilla then filed a Motion For Clarificatory Judgment connection with his loan from the KKK, using his family
alleging amongst others that he never had any personal corporation in the process, and his deliberate waiver of the
business transactions with Rodulfo; and that it is rather aforementioned defense provide an insurmountable
confusing for him to be ordered to pay in his capacity as obstacle to the viability of this petition.
President of Csar Marine, when Rodulfo chose not to
A.C. RANSOM LABOR UNION vs. NLRC, A.C. RANSOM PHILS. CORP.,
implead Csar Marine for ulterior motives. Such was denied.
RUBEN HERNANDEZ ET. AL.
ISSUE: WON Arcilla’s contentions are correct.
AC RANSOM was established in 1933 by Maximo Hernandez
HELD: NO. Sr. It was a family corporation so stockholders are members
of Hernandez family and engaged in manufacture mainly of
It appears that Arcilla’s sole purpose is to avoid complying ink and articles related to ink.
with the liability earlier adjudged against him. Even if In 1961, employees of RANSOM, most members of herein
assuming arguendo that the obligation was incurred in the petitioner UNION, went on strike and established a picket
name of the corporation, Arcilla would still be personally
line. When it was lifted, most were allowed to resume to If the employer is a corporation, Article 212 (c) of the Labor
work except for the 22 workers, which the Company Code provides: 'Employer includes any person acting in the
refused to reinstate. interest of an employer directly or indirectly. The term shall
In 1969, Hernandez family organized Rosario Industrial not include any labor organization or any of its officers or
Corp. in same compound and nature of business with agents except when acting as employer.
RANSOM. Since RANSOM is an artificial person, it must have an
In 1972, the CIR ordered RANSOM, its officers and agents to officer who can be presumed to be the employer, being
reinstate the 22 workers, but in 1973, RANSOM applied for the "person acting in the interest of employer". The
clearance to close, which was granted by the Ministry of responsible officer of an employer corporation can be held
Labor and Employment without prejudice to the right of personally, not to say even criminally, liable for non-
employees to seek redress of grievance. payment of back wages
In 1974, backwages of the 22 workers were computed The record does not clearly Identify "the officer or officers"
(164K) so petitioner UNION filed motions for execution) but of RANSOM directly responsible for failure to pay the back
could not be implemented for failure to find leviable assets wages of the 22 strikers. In the absence of definite proof in
of RANSOM. that regard, we believe it should be presumed that the
Hence, the last Motion of Execution filed asked its officers responsible officer is the President of the corporation who
and agents to be held personally liable for the payment of can be deemed the chief operation officer thereof.
backwages. LA granted and ordered 7 officers and directors Since non-payment of the back wages of the 22 strikers has
of the Company liable (herein private respondents). NLRC been a continuing situation, personal liability of the
affirmed LA with modification that in absence of proof that RANSOM President, at the time the back wages were
the officers exceeded their authority, writ of execution ordered should also be a continuing joint and several
cannot be enforced against them. Hence, this petition. personal liabilities of all who may have thereafter
succeeded to the office of president. Otherwise, the 22
ISSUE: WON the judgment against the Corporation to reinstate strikers may be deprived of their rights by the election of a
employees with backwages enforceable against its agents and president without leviable assets.
officers in their individual, private and personal capacities?
NOTE: Minimum Wage Law, Section 15(b): If any violation of
HELD: YES, but limited only to Ruben Hernandez (President of this Act is committed by a corporation, trust, partnership or
RANSOM in 1974), jointly and severally with other Presidents of association, the manager or in his default, the person acting
RANSOM from 1972 up to the time corporate life was terminated. as such when the violation took place, shall be responsible.
In the case of a government corporation, the managing
head shall be made responsible, except when shown that taken by Sweet Lines to forcibly take the car from her, culminating
the violation was due to an act or commission of some in an action for replevin against her.
other person, over whom he has no control, in which case
the latter shall be held responsible. On August 14, 1985, Calsado filed a complaint against both Lim and
Sweet Lines for illegal dismissal. The respondents' defenses were
NOTE: PD 525: Where a corporation fails to pay the
based mainly on the claim that Calsado was not an employee of
emergency allowance therein provided, the prescribed
Sweet Lines but an independent contractor and that therefore their
penalty "shall be imposed upon the guilty officer or officers"
dispute with her came under the jurisdiction of the civil courts and
of the corporation.
not of the Labor Arbiter. LA ruled in favour of Calsado, holding
G.R. No. 79907 March 16, 1989 Sweet Lines and Lim liable in solidum to the complainant. NLRC
affirmed.
SAMUEL CASAS LIM, petitioner, vs. NLRC and VICTORIA R.
CALSADO, respondents. ISSUE: WON Lim could be held personally liable with Sweet Lines.
Victoria Calsado was hired by Sweet Lines, Inc. on March 5, 1981, as HELD: NO.
Senior Branch Officer of its International Accounts Department for a
Lim cannot be held personally liable with Sweet Lines for merely
fixed salary and a stipulated 5 % commission on sales production.
having signed the letter informing Calsado of her separation. There
On December 1, 1983, after tendering her resignation to accept
is no evidence that he acted with malice or bad faith. The letter, in
another offer of employment, she was persuaded to remain with an
fact, informed her not only of her separation but also of the benefits
offer of her promotion to Manager of the Department with
due her as a result of the termination of her services.
corresponding increase in compensation, which she accepted. She
was also allowed to buy a second-hand Colt Lancer pursuant to a The mere fact that Lim is part of the family corporation does not
liberal car plan under which 1/2 of the cost was to be paid by the mean that all its acts are imputable to him directly and personally.
company and the other half was to be deducted from her salary. His acts were official acts, done in his capacity as Vice President of
Relations began to sour later, however, when she repeatedly asked Sweet Lines and on its behalf.
for payment of her commissions, which had accumulated and were
long overdue. She also complained of the inordinate demands on It is basic that a corporation is invested by law with a personality
her time even when she was sick and in the hospital. Finally, on July separate and distinct from those of the persons composing it as well
16, 1985, she was served with a letter from Samuel Casas Lim, Vice as from that of any other entity to which it may be related. Mere
President of Sweet Lines, informing her that her "employment with ownership by a single stockholder or by another corporation of all
Sweet Lines" would terminate on August 5, 1985. Efforts were also or nearly all of the capital stock of a corporation is not of itself
sufficient ground for disregarding the separate corporate the employees, now herein private respondents, lodged a complaint
personality. against AMAL, through Fialla and Arturo de Guzman, for illegal
dismissal.
The case of Ransom v. NLRC is not in point because there the
debtor corporation actually ceased operations after the decision of For his part, De Guzman began selling some of AMAL's assets and
the CIR was promulgated against it, making it necessary to enforce applied the proceeds thereof, as well as the remaining assets, to the
it against its former president. Sweet lines is still existing and able payment of his claims against the company. He also organized
to satisfy the judgment in favor of the private respondent. Susarco, Inc., with himself as its president and his wife as one of the
incorporators and a member of the BOD. This company is engaged
NOTE: EE-ER relationship between Calsada and Sweet Lines has in the same line of business and has the same clients as that of the
been established. There is a notarized certification that Calsado was dissolved AMAL.With this development, Susarco and its officers
Sweet Lines’ bona fide employee. The company has been granting were impleaded in the amended complaint of the private
her 13th month pay as well. The car plan is a benefit usually
respondents.
extended only to employees. The termination letter itself said she
was "entitled" to certain payments as a result of the cessation of On September 30, 1987, Labor Arbiter Ma. Lourdes A. Sales, who
her "employment with Sweet Lines, Inc." tried the private respondents' complaint, rendered a decision
ordering AMAL and Arturo de Guzman to pay jointly and severally
G.R. No. 90856 July 23, 1992 liable to private respondents. NLRC affirmed.
ARTURO DE GUZMAN, petitioner, vs. NLRC De Guzman now argues that he should not have been held jointly
Arturo de Guzman was the general manager of the Manila office of and severally liable with AMAL as he was not an employer of the
AMAL, which was based in Hongkong. On June 30, 1986, he received private respondents.
a telex message from Leo A. Fialla, managing director of AMAL in its The Solicitor General and the private respondents disagree. They
main office, advising him of the closure of the company due to maintain that the petitioner, being AMAL's highest local
financial reverses. representative in the Philippines, may be held personally
Immediately upon receipt of the advise, De Guzman notified all the answerable for the private respondents' claims because he is
personnel of the Manila office. The employees then sent a letter to included in the term "employer" under Art. 212 (c), LC.
AMAL accepting its decision to close, subject to the payment to ISSUE: WON De Guzman may be held solidarily liable with AMAL.
them of their current salaries, severance pay, and other statutory
benefits. These requests were, however, not heeded. Consequently, HELD: NO. (BUT HE IS STILL DIRECTLY LIABLE)
The Ransom case will not apply to the present case, because the in the Philippines, even if he knew that private respindents have
persons who were there (in Ransom) made personally liable for the similar valid claims.
employees' claims were stockholders-officers of the respondent
corporation. In the case at bar, the petitioner, while admittedly the It is not disputed that De Guzman in the case at bar had his own
highest ranking local representative of AMAL in the Philippines, is claims against AMAL and consequently had some proportionate
nevertheless not a stockholder and much less a member of the right over its assets. However, this right ceased to exist when,
board of directors or an officer thereof. He is at most only a knowing fully well that the private respondents had similarly valid
claims, he took advantage of his position as general manager and
managerial employee.
applied AMAL's assets in payment exclusively of his own claims.
As such, the petitioner cannot be held directly responsible for the
decision to close the business that resulted in his separation and NOTE: The exercise of a right ends when the right disappears, and it
that of the private respondents. That decision came directly and disappears when it is abused, especially to the prejudice of others. It
exclusively from AMAL. The petitioner's participation was limited to cannot be said that a person exercises a right when he unnecessarily
the enforcement of this decision in line with his duties as general prejudices another or offends morals or good customs.
manager of the company. Even in a normal situation, in fact, he NOTE: The court can grant the relief warranted by the allegation
would not be liable, as a managerial employee of AMAL, for the and the proof even if it is not specifically sought by the injured
monetary claims of its employees. There should be no question that party. 13 In the case at bar, while the private respondents did not
the private respondents' recourse for such claims cannot be against categorically pray for damages, they did allege that de Guzman,
the petitioner but against AMAL and AMAL alone. taking advantage of his position as general manager, had
LA: Nonetheless, De Guzman is still directly liable to the private appropriated the properties of AMAL in payment of his own claims
against the company. That was averment enough of the injury they
respondents because he appropriated the properties of AMAL
located in the Philippines to satisfy his own claims against the suffered as a result of the petitioner's bad faith.
company. He is deemed guilty of bad faith. It is stressed that the petitioner's liability to the private respondents
While the legitimacy of de Guzman's claims against AMAL is not is a direct liability in the form of moral and exemplary damages and
questioned, it must be stated that the manner and the means by not a solidary liability with AMAL for the claims of its employees
which he satisfied such claims are evidently characterized by bad against the company. He is being held liable not because he is the
faith on his part. For one, de Guzman took advantage of his position general manager of AMAL but because he took advantage of his
as General Manager and arrogated to himself the right to retain position by applying the properties of AMAL to the payment
possession and ownership of all properties owned and left by AMAL exclusively of his own claims to the detriment of other employees.