GR 159119; (March, 2006) (Digest)
G.R. No. 159119, March 14, 2006
ATTY. ANDREA UY and FELIX YUSAY, Petitioners, vs. AMALIA A. BUENO, Respondent.
FACTS
Respondent Amalia Bueno, Branch Manager of Countrywide Rural Bank, was verbally terminated by petitioner Atty. Andrea Uy during a depositors’ meeting on January 18, 1999. Bueno filed an illegal dismissal case against the bank and its officers, including Uy and Felix Yusay, who were sued in their capacities as Interim President/Corporate Secretary and Interim Board Chairman, respectively. The Labor Arbiter ruled in Bueno’s favor, holding the bank and Uy solidarily liable for monetary awards.
Petitioner Uy appealed the Labor Arbiter’s decision to the NLRC. Initially, the NLRC dismissed her appeal for being filed out of time. Upon motion for reconsideration, however, the NLRC granted relief, absolving Uy from personal liability after finding that the evidence—specifically the minutes of the depositors’ meeting—showed she and Yusay were merely depositors and not corporate officers with the authority to hire and fire. Respondent Bueno elevated the case to the Court of Appeals.
ISSUE
Whether petitioner Atty. Andrea Uy can be held solidarily liable with Countrywide Rural Bank for the illegal dismissal of respondent Amalia Bueno.
RULING
No. The Supreme Court ruled that Atty. Andrea Uy cannot be held personally and solidarily liable for the illegal dismissal. The Court emphasized that corporate officers may only be held jointly and severally liable with the corporation for the termination of employees if they acted with malice or in bad faith. The records, particularly the minutes of the January 18, 1999 meeting which were presented by Bueno herself, established that Uy and Yusay were acting as representatives of a committee of depositors formed due to the bank’s liquidity problems. There was no evidence that Uy was a corporate officer, such as a member of the Board of Directors, with actual power to dismiss employees. Her confirmation of Bueno’s termination during the meeting, without more, did not prove she exercised corporate prerogatives as an employer.
The legal logic is clear: personal liability of corporate agents requires a showing that they acted with deliberate intent to cause harm or in a manner contrary to law. Since Uy’s role was limited to that of a depositor-committee secretary and there was no proof of her official corporate authority or malicious intent, the basis for holding her solidarily liable with the corporate employer was absent. The Court thus affirmed the NLRC’s modification deleting her personal liability, while the bank’s liability for illegal dismissal remained.