Del Rosario v. NLRC – G.R. No. 85416 July 24, 1990

Fact:
For a complaint of Salary differential, the private respondent filed a case against its Recruiter Petitioner and his foreign employer. POEA dismissed the said complaint. On Appeal, the NLRC reversed the decision of the POEA and found Recruiter Petitioner the foreign employer liable and order to pay the said award. The case was elevated to the SC to which it affirmed the decision of the NLRC.
A writ of execution was issued by the POEA but it was returned unsatisfied as Philsa was no longer operating and was financially incapable of satisfying the judgment. Private respondent moved for the issuance of an alias writ against the officers of Philsa. This motion was opposed by the officers, led by petitioner, the president and general manager of the corporation. POEA issued a resolution issuing alias writ of Execution against the properties of Petitioner and if insufficient, against the cash and/or surety bond of Bonding Company concerned for the full satisfaction of the judgment awarded.

Petitioner appealed the writ to the NLRC which it denied. Petitioner when to the SC alleging that the NLRC gravely abused its discretion. The petition was given due course.

Respondent alleged that Petitioner has 2 licenses in POEA.
1 is the Philsa Construction & Trading Co., Inc. that expired August 15, 1986 due to inactivity and
2 Philsa International Placement & Services Corp which the license was issued November 5, 1981.
NLRC conclusion that Philsa allowed its license to expire so as to evade payment of private respondent’s claim.

Issue:
Whether the Petitioner committed fraud to evade payment which the Piercing of Veil of Corporate fiction maybe rendered.

Held:
No, at the time Philsa allowed its license to lapse in 1985 and even at the time it was delisted in 1986, there was yet no judgment in favor of private respondent. An intent to evade payment of his claims cannot therefore be implied from the expiration of Philsa’s license and its delisting. Neither will the organization of Philsa International Placement and Services Corp. and its registration with the POEA as a private employment agency imply fraud since it was organized and registered several years before private respondent filed his complaint with the POEA. The creation of the second corporation could not therefore have been in anticipation of private respondent’s money claims and the consequent adverse judgment against Philsa. Likewise, substantial identity of the incorporators of the two corporations does not necessarily imply fraud.

In Comparison,
In La Campana has 2 Corporation with the ownership were identical to each other and the employees were interchangeable.

In Claparols the corporation ceased to exist to avoid paying its employees an a new corporation was created the next day which the asset of the old corporation was transferred to the new.

In Ransom, the corporation ceased to operate after a judgement was promulgated