Emilio Cano Enterprises vs CIR

Facts:
Emilio Cano Enterprises, Inc. were charged for unfair labor practice by Honorata Cruz, thru their
president Emilio Cano and manager Rodolfo Cano. The trial court in its decision ordered Cano to
reinstate Cruz and pay back wages. But the Canos appealed and during the pendency of the appeal.
Emilio Cano died. They lost in the appeal. Hence, in the present case, they contended the Emilio Cano
Enterprises is a corporation with separate and distinct personality and of the Canos, they cannot be held
liable.

Issue:
Whether or not Cano is not liable.

Ruling:
The answer must be in the affirmative. While it is an undisputed rule that a corporation has a
personality separate and distinct from its members or stockholders because of a fiction of the law, here
we should not lose sight of the fact that the Emilio Cano Enterprises, Inc. is a closed family corporation
where the incorporators and directors belong to one single family. Thus, the following are its
incorporators: Emilio Cano, his wife Juliana, his sons Rodolfo and Carlos, and his daughter-in-law Ana D.
Cano. Here is an instance where the corporation and its members can be considered as one. And to hold
such entity liable for the acts of its members is not to ignore the legal fiction but merely to give meaning
to the principle that such fiction cannot be invoked if its purpose is to use it as a shield to further an end
subversive of justice. 1 And so it has been held that while a corporation is a legal entity existing separate
and apart from the persons composing it, that concept cannot be extended to a point beyond its reason
and policy, and when invoked in support of an end subversive of this policy it should be disregarded by
the courts.