(Naguiat v.

NLRC, 269 SCRA 564, March 13, 1997)

Q. CFTI, a close family corporation owned by the Naguiat family, stopped its taxi business within Clark Air Base because of the phase-out of U.S. military presence at the said installation. In an illegal dismissal complaint filed by CFTIs dismissed employees, the Labor Arbiter ruled that Sergio Naguiat, CFTIs president who had actively engaged in the management and operation of the corporation, was solidarily liable with CFTI for the separation pay due the employees. Is the Labor Arbiters ruling correct? A. Yes, the ruling is correct. Sergio Naguiat can be held solidarily liable with the corporation. First, as the president of CFTI who actively managed the business, Naguiat falls within the meaning of an employer as contemplated by the Labor Code, who may be held jointly and severally liable for the obligations of the corporation to its dismissed employees. Second, Section 100 of the Corporation Code states that stockholders actively engaged in the management or operation of the business of a close corporation shall be personally liable for corporate torts unless the corporation has obtained reasonably adequate liability insurance. Tort is a breach of a legal duty. Since the Labor Code mandates the payment of separation pay to employees in case of closure or cessation of operations not due to business losses, failure to comply with this law-imposed duty can be considered a corporate tort. Hence, pursuant to the Corporation Code, Naguiat should be held solidarily liable for this corporate tort. In this case, the rule that a corporate officer cannot be held solidarily liable with a corporation in the absence of evidence that he acted in bad faith is not applicable. (Naguiat v. NLRC, 269 SCRA 564, March 13, 1997) ***In another case, the Court held: The fictional veil of a corporation can be pierced by the very same law which created it when the notion of the legal entity is used as a means to perpetrate fraud, an illegal act, as a vehicle for the evasion of an existing obligation, and to confuse legitimate issues. Under the Labor Code, for instance, when a corporation violates a provision declared to be penal in nature, the penalty shall be imposed upon the guilty officer or officers of the corporation. To justify solidary liability, there must be an allegation or showing that the officers of the corporation deliberately or maliciously designed to evade the financial obligation of the corporation to its employees, or a showing that the officers indiscriminately stopped its business to perpetrate an illegal act, as a vehicle for the evasion of existing obligations, in circumvention of statutes, and to confuse legitimate issues. (Reahs Corporation v. NLRC, 271 SCRA 247, April 15, 1997)

Gasheem Shookat Baksh vs CA

CITATION: 219 SCRA 115 FACTS: Private respondent, Marilou Gonzales, filed a complaint dated October 27, 1987 for damages against the petitioner for the alleged breach of their agreement to get married. She met the petitioner in Dagupan where the latter was an Iranian medical exchange student who later courted her and proposed marriage. The petitioner even went to Marilous house to secure approval of her parents. The petitioner then forced the respondent to leave with him in his apartment. Marilou was a virgin before she lived with him. After a week, she filed a complaint because the petitioner started maltreating and threatening her. He even tied the respondent in the apartment while he was in school and drugged her. Marilou at one time became pregnant but the petitioner administered a drug to abort the baby. Petitioner repudiated the marriage agreement and told Marilou to not live with him since he is already married to someone in Bacolod. He claimed that he never proposed marriage or agreed to be married neither sought consent and approval of Marlious parents. He claimed that he asked Marilou to stay out of his apartment since the latter deceived him by stealing money and his passport. The private respondent prayed for damages and reimbursements of actual expenses. ISSUE: Whether breach of promise to marry can give rise to cause for damages. HELD: The existing rule is that breach of promise to marry per se is not an actionable wrong. The court held that when a man uses his promise of marriage to deceive a woman to consent to his malicious desires, he commits fraud and willfully injures the woman. In that instance, the court found that petitioners deceptive promise to marry led Marilou to surrender her virtue and womanhood. Moral damages can be claimed when such promise to marry was a deceptive ploy to have carnal knowledge with the woman and actual damages should be paid for the wedding preparation expenses. Petitioner even committed deplorable acts in disregard of the laws of the country.

GASHEEM SHOOKAT BAKSH, petitioner, vs. HON. COURT OF APPEALS and MARILOU T. GONZALES, respondents G. R. No. 97336. February 19, 1993 FACTS: Petitioner was a medicine student at Lyceum Northwestern Colleges at Dagupan City. He was an Iranian exchange student and was 29 years old. Respondent was a former waitress on a luncheonette, and was 22 years old. Petitioner was allegedly the lover of the respondent, and was said to promise marriage to the latter, which convinced her to live with him in his apartment. It was even alleged that the petitioner went to the house of the respondent to inform her family about the marriage on the end of the semester. However, the marriage did not materialize, with several beatings and maltreatment experienced by the respondent from the petitioner. The case was filed in the RTC of Pangasinan, and the decision was held in favor of the respondent. However, the petitioner claimed that the judgment of the RTC was an error, for the claims of the respondent are not true, and that he did not know about the custom of the Filipinos; his acts were in accordance of his custom. The decision of the RTC was affirmed in toto by the Court of Appeals. Hence, the petitioner filed an appeal to the Supreme Court. ISSUE: Whether or not the respondent could claim payment for the damages incurred by the petitioner. RULING: Mere breach of marriage is not punishable by law. However, since the respondent was proved to have a good moral character, and that she had just let her virginity be taken away by the petitioner since the latter offered a promise of marriage, then she could ask for payment for damages. Furthermore, since she let her lover, the petitioner, deflowered her since she believed that his promise to marry was true, and not due to her carnal desire, then she could have her claims against the petitioner. Moreover, the father of the respondent had already looked for pigs and chicken for the marriage reception and the sponsors for the marriage, and then damages were caused by the petitioner against the respondents, which qualified the claims of the respondent against the petitioner.

Philippine National Bank vs Court of Appeals et al November 19, 2012 83 SCRA 237 Business Organization Corporation Law Corporations Liability for Negligence
Rita Tapnio owes PNB an amount of P2,000.00. The amount is secured by her sugar crops about to be harvested including her export quota allocation worth 1,000 piculs. The said export quota was later dealt by Tapnio to a certain Jacobo Tuazon at P2.50 per picul or a total of P2,500. Since the subject of the deal is mortgaged with PNB, the latter has to approve it. The branch manager of PNB recommended that the price should be at P2.80 per picul which was the prevailing minimum amount allowable. Tapnio and Tuazon agreed to the said amount. And so the bank manager recommended the agreement to the vice president of PNB. The vice president in turn recommended it to the board of directors of PNB. However, the Board of Directors wanted to raise the price to P3.00 per picul. This Tuazon does not want hence he backed out from the agreement. This resulted to Tapnio not being able to realize profit and at the same time rendered her unable to pay her P2,000.00 crop loan which would have been covered by her agreement with Tuazon. Eventually, Tapnio was sued by her other creditors and Tapnio filed a third party complaint against PNB where she alleged that her failure to pay her debts was because of PNBs negligence and unreasonableness. ISSUE: Whether or not Tapnio is correct. HELD: Yes. In this type of transaction, time is of the essence considering that Tapnios sugar quota for said year needs to be utilized ASAP otherwise her allotment may be assigned to someone else, and if she cant use it, she wont be able to export her crops. It is unreasonable for PNBs boar d of directors to disallow the agreement between Tapnio and Tuazon because of the mere difference of 0.20 in the agreed price rate. What makes it more unreasonable is the fact that the P2.80 was recommended both by the bank manager and PNBs VP yet it was disapproved by the board. Further, the P2.80 per picul rate is the minimum allowable rate pursuant to prevailing market trends that time. This unreasonable stand reflects PNBs lack of the reasonable degree of care and vigilance in attending to the matter. PNB is therefore negligent. A corporation is civilly liable in the same manner as natural persons for torts, because generally speaking, the rules governing the liability of a principal or master for a tort committed by an agent or servant are the same whether the principal or master be a natural person or a corporation, and whether the servant or agent be a natural or artificial person. All of the authorities agree that a principal or master is liable for every tort which it expressly directs or authorizes, and this is just as true of a corporation as of a natural person, a corporation is liable, therefore, whenever a tortious act is committed by an officer or agent under express direction or authority from the stockholders or members acting as a body, or, generally, from the directors as the governing body.