MHC AND MHICL vs. NLRC et al
G.R. No. 120077
October 13, 2000
FACTS: private respondent Santos was an overseas worker employed as a printer at the Mazoon Printing Press, Sultanate of Oman. Subsequently he was directly hired by the Palace Hotel, Beijing, People’s Republic of China and later terminated due to retrenchment.
Petitioners are the Manila Hotel Corporation (“MHC”) and the Manila Hotel International Company, Limited (“MHICL”).
When the case was filed in 1990, MHC was still a government-owned and controlled corporation duly organized and existing under the laws of the Philippines. MHICL is a corporation duly organized and existing under the laws of Hong Kong. MHC is an “incorporator” of MHICL, owning 50% of its capital stock.
By virtue of a “management agreement” with the Palace Hotel, MHICL trained the personnel and staff of the Palace Hotel at Beijing, China.
Now the facts.
During his employment with the Mazoon Printing Press, respondent Santos received a letter from Mr. Shmidt, General Manager, Palace Hotel, Beijing, China. Mr. Schmidt informed respondent Santos that he was recommended by one Buenio, a friend of his. Mr. Shmidt offered respondent Santos the same position as printer, but with a higher monthly salary and increased benefits. Respondent Santos wrote to Mr. Shmidt and signified his acceptance of the offer.
The Palace Hotel Manager, Mr. Henk mailed a ready to sign employment contract to respondent Santos. Santos resigned from the Mazoon Printing Press. Santos wrote the Palace Hotel and acknowledged Mr. Henk’s letter. The employment contract stated that his employment would be for a period of two years. He then started to work at the Palace Hotel.
Subsequently, respondent Santos signed an amended “employment agreement” with the Palace Hotel. In the contract, Mr. Shmidt represented the Palace Hotel. The Vice President (Operations and Development) of petitioner MHICL Cergueda signed the employment agreement under the word “noted”.
After working in the Palace hotel for less than 1 year, the Palace Hotel informed respondent Santos by letter signed by Mr. Shmidt that his employment at the Palace Hotel print shop would be terminated due to business reverses brought about by the political upheaval in China. The Palace Hotel terminated the employment of Santos and paid all benefits due him, including his plane fare back to the Philippines. Santos was repatriated to the Philippines.
Santos filed a complaint for illegal dismissal with the Arbitration Branch, NCR, NLRC. He prayed for an award of AD, ED and AF for. The complaint named MHC, MHICL, the Palace Hotel and Mr. Shmidt as respondents. The Palace Hotel and Mr. Shmidt were not served with summons and neither participated in the proceedings before the LA.
The LA decided the case against petitioners. Petitioners appealed to the NLRC, arguing that the POEA, not the NLRC had jurisdiction over the case. The NLRC promulgated a resolution, stating that the appealed Decision be declared null and void for want of jurisdiction
Santos moved for reconsideration of the afore-quoted resolution. He argued that the case was not cognizable by the POEA as he was not an “overseas contract worker. The NLRC granted the motion and reversed itself. The NLRC directed another LA to hear the case on the question of whether private respondent was retrenched or dismissed. The La found that Santos was illegally dismissed from employment and recommended that he be paid actual damages equivalent to his salaries for the unexpired portion of his contract. The NLRC ruled in favor of private respondent. Petitioners filed an MR arguing that the LA’s recommendation had no basis in law and in fact, however it was denied. Hence, this petition.
ISSUE: Is the NLRC a proper forum to decide this case?
HELD: petition granted; the orders and resolutions of the NLRC are annulled.
The NLRC was a seriously inconvenient forum.
We note that the main aspects of the case transpired in two foreign jurisdictions and the case involves purely foreign elements. The only link that the Philippines has with the case is that Santos is a Filipino citizen. The Palace Hotel and MHICL are foreign corporations. Not all cases involving our citizens can be tried here.
The employment contract. — Respondent Santos was hired directly by the Palace Hotel, a foreign employer, through correspondence sent to the Sultanate of Oman, where respondent Santos was then employed. He was hired without the intervention of the POEA or any authorized recruitment agency of the government.
Under the rule of forum non conveniens, a Philippine court or agency may assume jurisdiction over the case if it chooses to do so provided: (1) that the Philippine court is one to which the parties may conveniently resort to; (2) that the Philippine court is in a position to make an intelligent decision as to the law and the facts; and (3) that the Philippine court has or is likely to have power to enforce its decision. The conditions are unavailing in the case at bar.
Not Convenient. — We fail to see how the NLRC is a convenient forum given that all the incidents of the case — from the time of recruitment, to employment to dismissal occurred outside the Philippines. The inconvenience is compounded by the fact that the proper defendants, the Palace Hotel and MHICL are not nationals of the Philippines. Neither .are they “doing business in the Philippines.” Likewise, the main witnesses, Mr. Shmidt and Mr. Henk are non-residents of the Philippines.
No power to determine applicable law. — Neither can an intelligent decision be made as to the law governing the employment contract as such was perfected in foreign soil. This calls to fore the application of the principle of lex loci contractus (the law of the place where the contract was made).
The employment contract was not perfected in the Philippines. Santos signified his acceptance by writing a letter while he was in the Republic of Oman. This letter was sent to the Palace Hotel in the People’s Republic of China.
No power to determine the facts. — Neither can the NLRC determine the facts surrounding the alleged illegal dismissal as all acts complained of took place in Beijing, People’s Republic of China. The NLRC was not in a position to determine whether the Tiannamen Square incident truly adversely affected operations of the Palace Hotel as to justify Santos’ retrenchment.
Principle of effectiveness, no power to execute decision. — Even assuming that a proper decision could be reached by the NLRC, such would not have any binding effect against the employer, the Palace Hotel. The Palace Hotel is a corporation incorporated under the laws of China and was not even served with summons. Jurisdiction over its person was not acquired.
This is not to say that Philippine courts and agencies have no power to solve controversies involving foreign employers. Neither are we saying that we do not have power over an employment contract executed in a foreign country. If Santos were an “overseas contract worker”, a Philippine forum, specifically the POEA, not the NLRC, would protect him. He is not an “overseas contract worker” a fact which he admits with conviction.
Even assuming that the NLRC was the proper forum, even on the merits, the NLRC’s decision cannot be sustained.
II. MHC Not Liable
Even if we assume two things: (1) that the NLRC had jurisdiction over the case, and (2) that MHICL was liable for Santos’ retrenchment, still MHC, as a separate and distinct juridical entity cannot be held liable.
True, MHC is an incorporator of MHICL and owns 50% of its capital stock. However, this is not enough to pierce the veil of corporate fiction between MHICL and MHC. In Traders Royal Bank v. CA, we held that “the mere ownership by a single stockholder or by another corporation of all or nearly all of the capital stock of a corporation is not of itself a sufficient reason for disregarding the fiction of separate corporate personalities.”
It is basic that a corporation has a personality separate and distinct from those composing it as well as from that of any other legal entity to which it may be related. Clear and convincing evidence is needed to pierce the veil of corporate fiction. In this case, we find no evidence to show that MHICL and MHC are one and the same entity.
III. MHICL not Liable
Santos predicates MHICL’s liability on the fact that MHICL “signed” his employment contract with the Palace Hotel. This fact fails to persuade us.
First, we note that the Vice President (Operations and Development) of MHICL, Cergueda signed the employment contract as a mere witness. He merely signed under the word “noted”.
When one “notes” a contract, one is not expressing his agreement or approval, as a party would. In Sichangco v. Board of Commissioners of Immigration, the Court recognized that the term “noted” means that the person so noting has merely taken cognizance of the existence of an act or declaration, without exercising a judicious deliberation or rendering a decision on the matter.
Second, and more importantly, there was no existing employer-employee relationship between Santos and MHICL. In determining the existence of an employer-employee relationship, the following elements are considered:
“(1) the selection and engagement of the employee;
“(2) the payment of wages;
“(3) the power to dismiss; and
“(4) the power to control employee’s conduct.”
MHICL did not have and did not exercise any of the aforementioned powers. It did not select respondent Santos as an employee for the Palace Hotel. He was referred to the Palace Hotel by his friend, Buenio. MHICL did not engage respondent Santos to work. The terms of employment were negotiated and finalized through correspondence between Santos, Mr. Schmidt and Mr. Henk, who were officers and representatives of the Palace Hotel and not MHICL. Neither did Santos adduce any proof that MHICL had the power to control his conduct. Finally, it was the Palace Hotel, through Mr. Schmidt and not MHICL that terminated respondent Santos’ services.
Likewise, there is no evidence to show that the Palace Hotel and MHICL are one and the same entity. The fact that the Palace Hotel is a member of the “Manila Hotel Group” is not enough to pierce the corporate veil between MHICL and the Palace Hotel.
Considering that the NLRC was forum non-conveniens and considering further that no employer-employee relationship existed between MHICL, MHC and Santos, the LA clearly had no jurisdiction over respondent’s claim in the NLRC case. In all the cases under the exclusive and original jurisdiction of the LA, an employer-employee relationship is an indispensable jurisdictional requirement.