SUMIFRU v. BERNABE BAYA
FACTS
Baya had been employed by AMSFC as supervisor. There, he joined the union of
supervisors, and eventually, formed AMS Kapalong Agrarian Reform Beneficiaries
Multipurpose Cooperative (AMSKARBEMCO). In June 1999, Baya was reassigned to
a series of supervisory positions in AMSFC's sister company, DFC, where he also
became a member of the latter's supervisory union while at the same time, remaining
active at AMSKARBEMCO. When Baya did not obey DFC’s advice to join SAFFPAI
instead, which is a pro-company association of employees, DFC ordered Baya to
return to AMSFC where he was assigned to rank-and-file positions only.
The Labor Arbiter found that Baya’s demotion to rank-and-file position without any
justifiable reason upon his return to AMSFC constituted constructive dismissal. The
NLRC however ruled otherwise. The CA on the other hand agreed with the LA, thus,
AMSFC and DFC were held solidarily liable for the construtive dismissal. Meanwhile,
and during the pendency of the CA proceedings, Sumifru Corporation acquired DFC
via merger. To lessen its liability arising from the CA decision, Sumifru contended that
its liability should only be limited as it only merged with DFC and not with AMSFC.
ISSUE
Is Sumifro solidarily liable with AMSFC in view of its merger with DFC during the
pendency of the case with the CA?
HELD
YES. Sumifru is solidarily liable with AMSFC for the entire monetary award in favor of
Baya. Section 80 of the Corporation Code of the Philippines clearly states that one of
the effects of a merger is that the surviving company shall inherit not only the assets,
but also the liabilities of the corporation it merged with. Both AMSFC and DFC are
guilty of acts constitutive of constructive dismissal performed against Baya. As such,
they should be deemed as solidarily liable for the monetary awards in favor of Baya.
Meanwhile, Sumifru, as the surviving entity in its merger with DFC, must be held
answerable for the latter's liabilities, including its solidary liability with AMSFC arising
herein. Verily, jurisprudence states that "in the merger of two existing corporations,
one of the corporations survives and continues the business, while the other is
dissolved and all its rights, properties and liabilities are acquired by the surviving
corporation," as in this case.
BIR v. LEPANTO CERAMICS, INC.
FACTS
Lepanto Ceramics, Inc. (LCI), a corporation duly organized and existing under
Philippine Laws filed a petition for corporate rehabilitation pursuant to R.A. No. 10142,
otherwise known as the "FRIA Law" docketed before the RTC of Calamba City,
Branch 34 as a designated Special Commercial Court. On January 13, 2012, the
Rehabilitation Court issued a Commencement Order, which, among others, declared
LCI to be under corporate rehabilitation and directed the BIR to file and serve on LCI
its comment or opposition to the petition, or its claims against LCI.
Despite the foregoing, the BIR acting Assistant Commissioner, Group Supervisor, and
Examiner, of the BIR's Large Taxpayers Service (hereinafter petitioners), sent LCI a
notice of informal conference dated May 27, 2013, informing the latter of its deficiency
internal tax liabilities for the Fiscal Year ending June 30, 2010. In response, LCI's
court-appointed receiver sent BIR a letter-reply, reminding the latter of the pendency
of LCI's corporate rehabilitation proceedings, as well as the issuance of a
Commencement Order in connection therewith. Undaunted, the BIR sent LCI a
Formal Letter of Demand dated May 9, 2014, requiring LCI to pay deficiency taxes in
the amount of P567,519,348.39. This prompted LCI to file a petition for indirect
contempt against petitioners before RTC Br. 35.
ISSUE
Should petitioners be cited for indirect contempt?
HELD
YES. The acts of sending a notice of informal conference and a Formal Letter of
Demand which are part and parcel of the entire process for the assessment and
collection of deficiency taxes from a delinquent taxpayer - are actions or proceedings
for the enforcement of a claim which should have been suspended pursuant to the
Commencement Order.
Section 16 of RA 10142 provides, inter alia, that upon the issuance of a
Commencement Order - which includes a Stay or Suspension Order - all actions or
proceedings, in court or otherwise, for the enforcement of "claims" against the
distressed company shall be suspended. Under the same law, claim "shall refer to all
claims or demands of whatever nature or character against the debtor or its property,
whether for money or otherwise, liquidated or unliquidated, fixed or contingent,
matured or unmatured, disputed or undisputed, including, but not limited to; (1) all
claims of the government, whether national or local, including taxes, tariffs and
customs duties; x x x.
It is undisputed that the BIR was notified of the rehabilitation proceedings involving
LCI and the issuance of the Commencement Order related thereto. Despite the
foregoing, the BIR, through petitioners still opted to send LCI a notice of informal
conference informing the latter of its deficiency internal tax liabilities and a Formal
Letter of Demand. Unmistakably, the petitioners’ acts are in clear defiance of the
Commencement Order which warrants citing them for indirect contempt.

MACTAN ROCK INDUSTRIES, INC. AND ANTONIO TOMPAR, v. BENFREI S.
GERMO
FACTS
Mactan Rock Industries, Inc, (MRII) is a domestic corporation engaged in supplying
water, selling industrial maintenance chemicals, and water treatment and chemical
cleaning services. Antonio Tompar is its President/Chief Executive Officer. MRII,
through Tompar, entered into a Technical Consultancy Agreement (TCA) with Benfrei
Germo, whereby the parties agreed that Germo shall stand as MRII's marketing
consultant who shall take charge of negotiating, perfecting sales, orders, contracts, or
services of MRII and shall be paid on a purely commission basis. During the
effectivity of the TCA, Germo successfully negotiated and closed with International
Container Terminal Services, Inc. (ICTSI) a supply contract of 700 cubic meters of
purified water per day. However, MRII never paid Germo his rightful commissions
amounting to P2,225,969.56. Upon complaint, the RTC ruled in Germo's favor, and
accordingly, ordered MRII and Tompar to solidarily pay Germo the amount. This
decision was affirmed by the CA.
ISSUE
Did the RTC and CA correctly held MRII and Tompar solidarily liable for the sum
awarded in favor of Germo?
HELD
NO. Tompar, in his capacity as then-President/CEO of MRII, should not be held
solidarily liable with MRII for the latter's obligations to Germo. It is a basic rule that a
corporation is a juridical entity which is vested with legal and personality separate and
distinct from those acting for and in behalf of, and from the people comprising it. As a
general rule, directors, officers, or employees of a corporation cannot be held
personally liable for the obligations incurred by the corporation, unless it can be
shown that such director/officer/employee is guilty of negligence or bad faith, and that
the same was clearly and convincingly proven. Tompar's assent to patently unlawful
acts of the MRII or that his acts were tainted by gross negligence or bad faith was not
alleged in Germo's complaint, much less proven in the course of trial. Therefore, the
deletion of Tompar's solidary liability with MRII is in order.
INTERLINK MOVIE HOUSES, INC. v. CA
FACTS
Interlink Movie Houses, Inc. (Interlink), represented by its president, petitioner Edmer
Y. Lim, filed before the RTC a complaint for sum of money and damages against
Expressions Stationery Shop, Inc. (Expressions), a corporation duly organized and
existing under the laws of the Republic of the Philippines. Interlink sought from
Expressions the recovery of the latter's unpaid rentals and damages resulting from its
alleged breach of their lease contract. The Sheriff’s Return revealed that the
summons on Expressions was served at the office of its president, Bon Huan, through
a certain Amee Ochotorina, a person of suitable age and discretion, who introduced
herself as one of the secretaries of Bon Huan. Interlink filed a motion to declare
Expressions in default. To this motion, Expressions entered a special appearance
through Atty. Jacinto. It alleged that the service of the summons was defective
because Ochotorina did not work for nor was connected with the office of the
president of Expressions, and that she was neither its president, managing partner,
general manager, corporate secretary, treasurer, nor its in-house counsel. The RTC
however granted the “motion to declare defendant in default” and allowed Interlink to
present evidence ex parte. The trial court was convinced that there was sufficient
compliance with the rules on service of summons to a juridical entity considering that
the summons was received by the assistant/secretary of the president.
ISSUE
Was there a valid service of summon upon Expression, a juridical person, through the
secretary of its president?
HELD
NO. For the trial court to acquire jurisdiction on Expression, a juridical person, service
of summons to it must be made to its president, Bon Huan, or to its managing partner,
general manager, corporate secretary, treasurer, or in-house counsel pursuant to
Section 11, Rule 14 of the Rules of Court. It is further undisputed that the questioned
second service of summons was made upon Ochotorina, who was merely one of the
secretaries of Bon Huan, and clearly, not among those officers enumerated under
Section 11 of Rule 14. The service of summons upon Ochotorina is thus void and,
therefore, does not vest upon the trial court jurisdiction over Expressions.