GR 110358; (November, 1994) (Digest)
G.R. No. 110358 November 9, 1994
QUINTIN ROBLEDO, MARIO SINLAO, LEONARDO SAAVEDRA, VICENTE SECAPURI, DANIEL AUSTRIA, ET AL., petitioners, vs. THE NATIONAL LABOR RELATIONS COMMISSION, BACANI SECURITY AND ALLIED SERVICES CO., INC., AND BACANI SECURITY AND PROTECTIVE AGENCY AND/OR ALICIA BACANI, respondents.
FACTS
Petitioners were former employees of Bacani Security and Protective Agency (BSPA), a single proprietorship owned, managed, and operated by the late Felipe Bacani. They were employed as security guards from 1969 until December 31, 1989, when BSPA ceased operations. On January 15, 1990, Felipe Bacani died, and intestate proceedings for his estate were instituted. Earlier, on October 26, 1989, Bacani Security and Allied Services Co., Inc. (BASEC) was incorporated, with Felipe Bacani, his wife Lydia, daughter Alicia, and others as incorporators. BASEC engaged in the same line of business as BSPA, and most petitioners were subsequently employed by BASEC. On July 5, 1990, petitioners filed a complaint with the Department of Labor and Employment for underpayment of wages and nonpayment of overtime pay, legal holiday pay, separation pay, and other benefits against BSPA and BASEC. The Labor Arbiter held private respondents jointly and severally liable, but the National Labor Relations Commission (NLRC) reversed, declaring the Labor Arbiter without jurisdiction and suggesting petitioners file their claims in the intestate proceedings for Felipe Bacani’s estate.
ISSUE
1. Whether Bacani Security and Allied Services Co., Inc. (BASEC) and Alicia Bacani can be held liable for the claims of petitioners against Bacani Security and Protective Agency (BSPA).
2. If the claims were the personal liability of the late Felipe Bacani, whether the Labor Arbiter had jurisdiction to decide the claims.
RULING
1. BASEC and Alicia Bacani cannot be held liable for the claims against BSPA. BSPA was a single proprietorship, and its debts and obligations were the personal obligations of its owner, Felipe Bacani. BASEC is a separate and distinct corporate entity from BSPA. The doctrine of piercing the corporate veil does not apply, as it is used to hold individual stockholders liable for corporate obligations, not to hold a corporation liable for a stockholder’s personal obligations. BASEC existed before BSPA ceased operations, Felipe Bacani owned the least number of shares among the incorporators, and there was no evidence that BSPA’s assets were transferred to BASEC. Alicia Bacani, as Executive Directress of BSPA, was merely an employee of the proprietorship and not personally liable.
2. The Labor Arbiter had no jurisdiction over the claims. The claims against BSPA are money claims against the estate of Felipe Bacani, which did not survive his death. Under Section 5, Rule 86 of the Rules of Court, such claims must be filed in the intestate proceedings for the settlement of his estate to avoid duplicity of procedure. The petition was dismissed, affirming the NLRC’s decision.