1) Private respondents were employees of Tanduay Distillery Inc. (TDI) who were terminated due to retrenchment. They filed a case against TDI.
2) TDI's assets were later purchased by Twin Ace Holdings Inc., which took over business operations under the name Tanduay Distillers.
3) The court ruled that TDI and Tanduay Distillers were separate corporations, as there was no evidence they shared ownership or management. It was therefore incorrect to include Tanduay Distillers in the case initially filed against TDI.
1) Private respondents were employees of Tanduay Distillery Inc. (TDI) who were terminated due to retrenchment. They filed a case against TDI.
2) TDI's assets were later purchased by Twin Ace Holdings Inc., which took over business operations under the name Tanduay Distillers.
3) The court ruled that TDI and Tanduay Distillers were separate corporations, as there was no evidence they shared ownership or management. It was therefore incorrect to include Tanduay Distillers in the case initially filed against TDI.
1) Private respondents were employees of Tanduay Distillery Inc. (TDI) who were terminated due to retrenchment. They filed a case against TDI.
2) TDI's assets were later purchased by Twin Ace Holdings Inc., which took over business operations under the name Tanduay Distillers.
3) The court ruled that TDI and Tanduay Distillers were separate corporations, as there was no evidence they shared ownership or management. It was therefore incorrect to include Tanduay Distillers in the case initially filed against TDI.
vs. THE NATIONAL LABOR RELATIONS COMMISSION, LABOR ARBITER DANIEL C. CUETO, TANDUAY DISTILLERY INC., FERNANDO DURAN, EDUARDO PALIWAN, ROQUE ESTOCE AND RODRIGO SANTOS, Facts: Private respondents-employees Fernando Duran, Eduardo Paliwan, Roque Estoce, and Rodrigo Santos were employees of respondent corporation Tanduay Distillery, Inc, (TDI). Employees of TDI, including private respondents employees, received a memorandum from TDI terminating their services. for reasons of retrenchment. All 22 employees of TDI filed an application for the issuance of a temporary restraining order against their retrenchment. They were still retrenched due to the limited effectivity of the TRO. On June 1, 1988, or after respondents-employees had ceased as such employees, a new buyer of TDI's assets, Twin Ace Holdings, Inc. took over the business. Twin Ace assumed the business name Tanduay Distillers. The employees filed a motion to implead herein petitioners James Yu and Wilson Young, doing business under the name and style of Tanduay Distillers, as party respondents in said cases. Petitioners filed an opposition thereto, asserting that they are representatives of Tanduay Distillers an entity distinct and separate from TDI, the previous owner, and that there is no employer-employee relationship between Tanduay Distillers and private respondents. Issue: WON it may be said that petitioners and Tanduay Distillers are one and the same as TDI Held: NO. Twin Ace or Tanduay Distillers, on one hand, and Tanduay Distillery Inc. (TDI), on the other, are distinct and separate corporations. There is nothing to suggest that the owners of TDI, have any common relationship as to identify it with Allied Bank Group which runs Tanduay Distillers. It is basic that a corporation is invested by law with a personality separate and distinct from those of the persons composing it as well as from that of any other legal entity to which it may be related. Respondents-employees have not presented any proof as to communality of ownership and management to support their contention that the two companies are one firm or closely related.
The doctrine of piercing the veil of corporate entity
This applies when the corporate fiction is used to defeat public convenience, justify wrong, protect fraud, or defend crime or where a corporation is the mere alter ego or business conduit of a person. To disregard the separate juridical personality of a corporation, the wrong-doing must be clearly and convincingly established. It cannot be presumed. The complaint for unfair labor practice, illegal lay off, and separation benefits was filed against TDI. Only later when the manufacture and sale of Tanduay products was taken over by Twin Ace or Tanduay Distillers were James Yu and Wilson Young impleaded. The corporation itself Twin Ace or Tanduay Distillers was never made a party to the case. TDI as a corporation or its shares of stock were not purchased by Twin Ace. The buyer limited itself to purchasing most of the assets, equipment, and machinery of TDI. The trade name "Tanduay" went with the sale because the new firm does business as Tanduay Distillers and its main product of rum is sold as Tanduay Rum. There is no showing, however, that TDI itself was absorbed by Twin Ace or that it ceased to exist as a separate corporation, In point whom the business and assets of TDI were sold." Since TDI and Twin Ace or Tanduay Distillers are two separate and distinct entities, the order to reinstate respondentsemployees is obviously without legal and factual basis.
RAMON P. JACINTO and JAIME J. COLAYCO, Petitioners, vs. FIRST WOMENS CREDIT CORPORATION, Represented in This Derivative Suit by SHIG KATAYAMA, Respondents