FIRST DIVISION
[ G.R. No. 246270. June 30, 2021 ]
SUSAN R. ROQUEL, PETITIONER, VS. PHILIPPINE NATIONAL BANK AND PNB GLOBAL REMITTANCE AND FINANCIAL CO. (HK) LTD., RESPONDENTS.
DISSENTING OPINION
CAGUIOA, J.:
The Decision1 dated May 30, 2018 and Resolution2 dated March 15, 2019 of the Court of Appeals (CA) affirmed the Resolution3 dated September 30, 2015 of the National Labor Relations Commission (NLRC) which, in tum, ordered the dismissal of petitioner Susan R. Roquel's (Roquel) complaint for illegal dismissal on the ground of lack of jurisdiction. According to the CA, there is no basis to pierce the separate corporate personality of respondent Philippine National Bank (PNB) because the three elements of control, fraud, and harm, have not been established in this case.4 Furthermore, the CA, applying the four-fold test, found that respondent PNB Global Remittance and Financial Co. (HK) Ltd. (PNB Global) is the employer of Roquel.5
The ponencia, however, reverses the CA Decision and finds PNB liable for illegal dismissal as the employer of Roquel. In arriving at this conclusion, the ponencia applied the doctrine of piercing the veil of corporate fiction under the alter ego theory in view of the circumstances showing that PNB, through its Hong Kong branch (PNB-HK), exercised control and supervision over Roquel.6 The ponencia explains that under the alter ego theory the existence or non-existence of fraud is immaterial because the application of the theory is based on the misuse of a corporation by an individual or another corporation for wrongful or inequitable purposes.7 Gauged against this standard, the analysis, according to the ponencia, should, instead of focusing on the intent of respondents, determine how the corporation operated and respondents' relationship to that operation that led to injustice.8
I dissent.
The relationships between and among the various PNB entities involved in this case are as follows: PNB International Finance Ltd. (PNB-IFL) and PNB Remittance Center Ltd. (PNB-RCL) are wholly-owned subsidiaries of PNB that are organized under Hong Kong laws. PNB-HK is a branch of PNB operating in Hong Kong under the supervision and regulation of the Hong Kong Monetary Authority.9 On February 12, 2010, PNB-IFL was renamed to PNB Global.10 Then, in 2010, PNB-RCL merged with PNB Global, with the latter subsidiary as the surviving company.11 PNB Global (formerly PNB-IFL), PNB-RCL, and PNB-HK make up the PNB Hong Kong Group of Companies (PNB HK Group).12
Roquel was hired by PNB-IFL as a general clerk on May 16, 1990.13 In 2002, the operations of PNB-IFL were transferred to PNB-HK and PNB-RCL.14 Thus, on May 31, 2002, Roquel was re-appointed as a supervisor in PNB-HK.15 In 2004, PNB-IFL resumed its operations.16 On December 31, 2004, Roquel was designated as branch manager of PNB-RCL, and was assigned to its various branches.17 Then, on April 20, 2010, Roquel was assigned as a trainee in PNB-HK's Accounts Management Group.18 In 2010, PNB-RCL merged with PNB Global, with the latter as the surviving company.19 On August 16, 2011, following the completion of her training at PNB-HK, Roquel was assigned to PNB Global to handle Officer-in-Charge (OIC) duties.20 At the time of her dismissal on December 23, 2011, Roquel was working for PNB Global.21
In the course of Roquel's 21 years and 7 months of employment, she was with PNB-HK only (1) from May 31, 2002 to December 31, 2004 when PNB-IFL temporarily ceased its operations, and (2) from April 10, 2010 to August 16, 2011 as a trainee at the Accounts Management Group of PNBHK. While she was with PNB-HK as a trainee, PNB-RCL, the entity to which Roquel was previously assigned, continued to pay her salaries.22
Case law teaches that the doctrine of piercing the corporate veil applies only in three basic instances, namely: (a) when the separate distinct corporate personality defeats public convenience, as when the corporate fiction is used as a vehicle for the evasion of an existing obligation; (b) in fraud cases, or when the corporate entity is used to justify a wrong, protect a fraud, or defend a crime; or (c) is used in alter ego cases, i.e., where a corporation is essentially a farce, since it is a mere alter ego or business conduit of a person, or where the corporation is so organized and controlled and its affairs conducted as to make it merely an instrumentality, agency, conduit or adjunct of another corporation.23
Relevantly, the applicability of the alter ego or instrumentality theory is determined through the three-pronged test of control test, fraud test, and harm test:
In this connection, case law lays down a three-pronged test to determine the application of the alter ego theory, which is also known as the instrumentality theory, namely:
(1) Control, not mere majority or complete stock control, but complete domination, not only of finances but of policy and business practice in respect to the transaction attacked so that the corporate entity as to this transaction had at the time no separate mind, will or existence of its own;
(2) Such control must have been used by the defendant to commit fraud or wrong, to perpetuate the violation of a statutory or other positive legal duty, or dishonest and unjust act in contravention of plaintiff's legal right; and
(3) The aforesaid control and breach of duty must have proximately caused the injury or unjust loss complained of.
The first prong is the "instrumentality" or "control" test. This test requires that the subsidiary be completely under the control and domination of the parent It. examines the parent corporation's relationship with the subsidiary. It inquires whether a subsidiary corporation is so organized and controlled and its affairs are so conducted as to make it a mere instrumentality or agent of the parent corporation such that its separate existence as a distinct corporate entity will be ignored. It seeks to establish whether the subsidiary corporation has no autonomy and the parent corporation, though acting through the subsidiary in form and appearance, "is operating the business directly for itself."
The second prong is the "fraud" test. This test requires that the parent corporation's conduct in using the subsidiary corporation be unjust, fraudulent or wrongful. It examines the relationship of the plaintiff to the corporation. It recognizes that piercing is appropriate only if the parent corporation uses the subsidiary in a way that harms the plaintiff creditor. As such, it requires a showing of "an element of injustice or fundamental unfairness."
The third prong is the "harm" test. This test requires the plaintiff to show that the defendant's control, exerted in a fraudulent, illegal or otherwise unfair manner toward it, caused the harm suffered. A causal connection between the fraudulent conduct committed through the instrumentality of the subsidiary and the injury suffered or the damage incurred by the plaintiff should be established. The plaintiff must prove that, unless the corporate veil is pierced, it will have been treated unjustly by the defendant's exercise of control and improper use of the corporate form and, thereby, suffer damages.
To summarize, piercing the corporate veil based on the alter ego theory requires the concurrence of three elements: control of the corporation by the stockholder or parent corporation, fraud or fundamental unfairness imposed on the plaintiff, and harm or damage caused to the plaintiff by the fraudulent or unfair act of the corporation. The absence of any of these elements prevents piercing the corporate veil.24
In Maricalum Mining Corporation v. Florentino,25 the Court, insofar as the application of the three-prong test is concerned, enumerated the following probative factors that will aid the courts in its application:
I. Control or Instrumentality Test
In Concept Builders, Inc. v. National Labor Relations Commission, et al., the Court first laid down the first set of probative factors of identity that will justify the application of the doctrine of piercing the corporate veil, viz.:
1) Stock ownership by one or common ownership of both corporations.
2) Identity of directors and officers.
3) The manner of keeping corporate books and records.
4) Methods of conducting the business.
Later, in Philippine National Bank v. Ritratto Group, Inc., et al., the Court expanded the aforementioned probative factors and enumerated a combination of any of the following common circumstances that may also render a subsidiary an instrumentality, to wit:
1) The parent corporation owns all or most of the capital stock of the subsidiary;
2) The parent and subsidiary corporations have common directors or officers;
3) The parent corporation finances the subsidiary;
4) The parent corporation subscribes to all the capital stock of the subsidiary or otherwise causes its incorporation;
5) The subsidiary has grossly inadequate capital;
6) The parent corporation pays the salaries and other expenses or losses of the subsidiary;
7) The subsidiary has substantially no business except with the parent corporation or no assets except those conveyed to or by the parent corporation;
8) In the papers of the parent corporation or in the statements of its officers, the subsidiary is described as a department or division of the parent corporation, or its business or financial responsibility is referred to as the parent corporation's own;
9) The parent corporation uses the property of the subsidiary as its own;
10) The directors or executives of the subsidiary do not act independently in the interest of the subsidiary but take their orders from the parent corporation; and
11) The formal legal requirements of the subsidiary are not observed.
x x x x
II. Fraud Test
The corporate veil may be lifted only if it has been used to shield fraud, defend crime, justify a wrong, defeat public convenience, insulate bad faith or perpetuate injustice. To aid in the determination of the presence or absence of fraud, the following factors in the "Totality of Circumstances Test" may be considered, viz.:
1) Commingling of funds and other assets of the corporation with those of the individual shareholders;
2) Diversion of the corporation's funds or assets to non-corporate uses (to the personal uses of the corporation's shareholders);
3) Failure to maintain the corporate formalities necessary for the issuance of or subscription to the corporation's stock, such as formal approval of the stock issue by the board of directors;
4) An individual shareholder representing to persons outside the corporation that he or she is personally liable for the debts or other obligations of the corporation;
5) Failure to maintain corporate minutes or adequate corporate records;
6) Identical equitable ownership in two entities;
7) Identity of the directors and officers of two entities who are responsible for supervision and management (a partnership or sole proprietorship and a corporation owned and managed by the same parties);
8) Failure to adequately capitalize a corporation for the reasonable risks of the corporate undertaking;
9) Absence of separately held corporate assets;
10) Use of a corporation as a mere shell or conduit to operate a single venture or some particular aspect of the business of an individual or another corporation;
11) Sole ownership of all the stock by one individual or members of a single family;
12) Use of the same office or business location by the corporation and its individual shareholder(s);
13) Employment of the same employees or attorney by the corporation and its shareholder(s);
14) Concealment or misrepresentation of the identity of the ownership, management or financial interests in the corporation, and concealment of personal business activities of the shareholders (sole shareholders do not reveal the association with a corporation, which makes loans to them without adequate security);
15) Disregard of legal formalities and failure to maintain proper arm's length relationships among related entities;
16) Use of a corporate entity as a conduit to procure labor, services or merchandise for another person or entity;
17) Diversion of corporate assets from the corporation by or to a stockholder or other person or entity to the detriment of creditors, or the manipulation of assets and liabilities between entities to concentrate the assets in one and the liabilities in another;
18) Contracting by the corporation with another person with the intent to avoid the risk of nonperformance by use of the corporate entity; or the use of a corporation as a subterfuge for illegal transactions; and
19) The formation and use of the corporation to assume the existing liabilities of another person or entity.
x x x x
III. Harm or Causal Connection Test
In WPM International Trading, Inc., et al. v. Labayen, the Court laid down the criteria for the harm or causal connection test, to wit:
In this connection, we stress that the control necessary to invoke the instrumentality or alter ego rule is not majority or even complete stock control but such domination of finances, policies and practices that the controlled corporation has, so to speak, no separate mind, will or existence of its own, and is but a conduit for its principal. The control must be shown to have been exercised at the time the acts complained of took place. Moreover, the control and breach of duty must proximately cause the injury or unjust loss for which the complaint is made. x x x
Proximate cause is defined as that cause, which, in natural and continuous sequence, unbroken by any efficient intervening cause, produces the injury, and without which the result would not have occurred. More comprehensively, the proximate legal cause is that "acting first and producing the injury, either immediately or by setting other events in motion, all constituting a natural and continuous chain of events each having a close causal connection with its immediate predecessor, the final event in the chain immediately effecting the injury as a natural and probable result of the cause which first acted, under such circumstances that the person responsible for the first event should, as an ordinary prudent and intelligent person, have reasonable ground to expect at the moment of his act or default that an injury to some person might probably result therefrom." Hence, for an act or event to be considered as proximate legal cause, it should be shown that such act or event had indeed caused injury to another.26
It should be emphasized that the absence of any of these elements — control, fraud, and harm — prevents the piercing of the corporate veil.27
"Control" is the most important element because the exercise of control by one entity over the other determines the existence of the two other elements. To satisfy the control test there must be "complete domination[,] not only of finances but of policy and business practice in respect to the transaction attacked [so] that the corporate entity as to this transaction had at the time no separate mind, will or existence of its own[.]"28
Whether the separate personality of the corporation should be pierced hinges on facts properly pleaded and proved, and this "piercing" must be done with caution.29 To disregard the separate juridical personality of a corporation, the wrongdoing must be clearly and convincingly established.30 For this reason, although regular rules of evidence are applied liberally in labor proceedings, the allegations that a corporation is being used as a mere alter ego of another must still be proven by substantial evidence.31
Here, Roquel argues that PNB exercised control over PNB Global through PNB-HK. According to her, both PNB-HK and PNB Global are under the control and supervision of the PNB HK Group, whose Management Committee consists of officers simultaneously holding positions in different entities under the PNB HK Group.32 Because of this, she claims that PNB controlled not only the operations of PNB-HK but also the entities under the PNB HK Group.33 Furthermore, Roquel also claims that it can be inferred from the August 15, 2011 Memorandum which directed her transfer to PNB Global following the completion of her training in PNB-HK that PNB-HK's Romulo Rodel C. Bicol (Bicol) had authority over PNB Global's General Manager, thereby demonstrating PNB's exercise of control over PNB Global with respect to her employment.34 Roquel also points out that the PNB HK Group shares the same office address.35
For its part, the ponencia notes that the corporate structures under the umbrella of the PNB HK Group are so intertwined that streamlining and reorganization was done as one unit.36 Moreover, after the restructuring, all the memoranda sent to Roquel used the letterhead of PNB which gave the impression that her transfers were made with authority of PNB.37 Also, even after PNB-IFL had resumed its operations, Roquel was not transferred back to PNB-IFL, its original employer, but was instead transferred to PNB-RCL.38 It also appears that the PNB HK Group shares its personnel because it effected Roquel's transfer to PNB-HK in 2002, and to PNB-RCL in 2005. Meanwhile, her transfer to PNB-HK for a training program was effected by PNB-RCL and her transfer to PNB Global after the completion of said training was effected by PNB-HK.39 The ponencia further points to the fact that Roquel's training was provided by another subsidiary as supposedly negating respondents' assertion that the subsidiaries operated independently.40 In addition, the ponencia also adverts to the fact that Roquel was nominated to represent PNB as a Director in the Philippine Association of Hong Kong.41 These circumstances, according to the ponencia, justify treating the PNB subsidiaries as mere alter egos of PNB.
As stated at the outset, I disagree. These circumstances, put simply, do not satisfy the "control test." Apart from sharing common officers who are likewise members of the PNB HK Group, there is no showing that the other probative factors required by case law respecting the determination of control are present in this case.
What the undisputed facts have established is that the PNB HK Group, through its Joint Management Committee, oversees the affairs of the entities under it — PNB Global, PNB-RCL, and PNB-HK. Although some of the members of the Joint Management Committee are simultaneously holding different positions in different entities, this does not, by itself, warrant the piercing of the veil of corporate fiction among the entities under the PNB HK Group,42 especially in the absence of other circumstances which may raise doubts as to the independence of the corporations. Even Roquel's transfers across the PNB HK Group entities were not proven to be tainted with fraud. The fact that two of her transfers were shown to have been effected by the PNB HK Group does not necessarily mean that PNB itself exercised control over said transfers.
With respect to the August 15, 2011 Memorandum sent to Roquel, although it was signed by Bicol, PNB-HK's General Manager, it is not enough to conclude that the directive to report to PNB Global contained therein was under the control of PNB-HK or PNB. After all, Bicol is also the Chairman of the PNB HK Group's Joint Management Committee.43 Relevantly then, the use of PNB-HK.'s letterhead in the memoranda sent to Roquel is of little significance.
To be sure, Roquel's assertion that PNB-HK controlled her employment remains unsubstantiated. Roquel was only with PNB-HK for a relatively short time during her 21 years and 7 months of employment — the last one as a trainee at PNB-HK's Accounts Management Group, during which her salaries were even paid for by PNB-RCL. Even if we concede PNB HK Group's use of the same office address, this still does not bolster Roquel's position.44 Roquel failed to prove precisely how PNB exercised control and supervision over her through PNB-HK even during the times that she was working for other entities under the PNB HK Group.
As correctly pointed out by the CA in its Decision —
Taking these facts into consideration, herein petitioner was hired in Hong Kong by PNB-RCL and not PNB itself. Petitioner's short assignment in PNB Hongkong Branch, the only corporation which can be connected to private respondent, cannot be considered as employment therein as the memorandum clearly stated that such was for her training which she would use in her new assignment in PNB-Global. Further, documents presented show that instructions to move or transfer herein petitioner came from PNB Global and none from private respondent, thus, no control was ever exercised by PNB over petitioner's employment.45
In other words, it was not clearly demonstrated, by either the ponencia or the evidence of Roquel, how PNB, or PNB-HK, controlled the affairs of the other PNB subsidiaries insofar as Roquel's employment is concerned to the extent that these subsidiaries merely acted as an adjunct, instrumentality, or alter ego of PNB. It has not been shown that the subsidiaries lacked autonomy. In my opinion, a more direct proof of PNB or PNB-HK's exercise of control over Roquel, rather than inferences from documents and circumstances, is needed to support the application of the doctrine.
Having failed the "control test," there is already no basis to apply the alter ego theory and pierce the separate corporate personality of PNB. Yet, apart from the absence of control, it should also be noted that the elements of fraud and harm are totally wanting in this case.
The "fraud test" seeks to determine whether the corporation is being used to perpetuate unjust, fraudulent, wrongful, or unfair objectives.46 Piercing the veil of corporate fiction will only be appropriate if the parent company controls or uses its subsidiary in a way that harms the complainant. Ultimately, there must be bad faith. As a rule, however, good faith is always presumed and it is incumbent upon the party who alleges bad faith to prove the same. Accordingly, the requirement that for the separate juridical personality of a corporation to be disregarded, the wrongdoing must be clearly and convincingly established. This is not the case here.1âшphi1
Relevantly, bad faith is also the court's consideration in awarding moral and exemplary damages. Exemplary damages are recoverable in contractual relations if the defendant acted in a "wanton, fraudulent, reckless, oppressive, or malevolent manner."47 Meanwhile, moral damages are recoverable in case of abuse of rights under Article 19, in relation to Article 21.48 A finding of abuse of rights requires the concurrence of the following elements: (1) there is a legal right or duty; (2) the right is exercised or the duty is performed in bad faith; and (3) the sole intent of the exercise or performance is to prejudice or injure another.49 In other words, it must be shown that the exercise of the right or performance of the duty was done with bad faith which, in tum, is described as follows:
Malice or bad faith is at the core of Article 19 of the Civil Code. Good faith refers to the state of mind which is manifested by the acts of the individual concerned. lt consists of the intention to abstain from taking an unconscionable and unscrupulous advantage of another. lt is presumed. Thus, he who alleges bad faith has the duty to prove the same. Bad faith does not simply connote bad judgment or simple negligence; it involves a dishonest purpose or some moral obloquy and conscious doing of a wrong, a breach of known duty due to some motives or interest or ill will that partakes of the nature of fraud. Malice connotes ill will or spite an speaks not in response to duty. It implies an intention to do ultenor and unjustifiable harm. Malice is bad faith or bad motive.50
Here, Roquel alleged that her transfer to PNB Global was a scheme to prevent the application of Philippine Labor Laws.51 Since it was PNB Global that terminated her, she only received one month salary in lieu of one month notice, her remaining salaries for the month, overtime pay, monetized accrued leave, and other payables of the company.52 She lamented that she would have been entitled to a separation pay of at least one (1) month pay for every year of her almost 22 years of service, as prescribed under Philippine Labor Laws, if her termination was carried out by PNB-HK.53 Yet, she did not offer any proof that her transfer to PNB Global from PNB-HK was tainted with illegality or intended to deprive her of any rights. On the contrary, her transfer from PNB HK to PNB Global in 2011 was an expected consequence following the completion of her training with PNB-HK and the fact that PNB-RCL, the entity to which she was assigned prior to her training, had already been absorbed by PNB Global during the merger in 2010. It does not appear that her transfer to PNB Global was implemented to evade obligations under Philippines Labor Laws, or motivated by a dishonest purpose, or was in breach of a known duty.
It is also relevant to point out that the records reveal that Roquel was first hired by PNB-IFL (now PNB Global) in Hong Kong, the employment contract between Roquel and PNB-IFL was executed in Hong Kong, and Roquel performed services pursuant to said employment contract in Hong Kong. In other words, the material aspects of the dispute in this case all occurred in Hong Kong. The fact that PNB-HK is a branch of PNB does not automatically mean that Philippine Labor Laws will apply. Viewed this way, Roquel's argument is anchored on a mere supposition. To be sure, Roquel did not even question her transfer from PNB-HK to PNB Global, and even reported to the latter as directed.
The foregoing circumstances, even taken in totality with the attending probative factors for the "fraud test," i.e., identity of officers and sharing the same office address, still fail to demonstrate how PNB, through PNB-HK, controlled PNB Global when Roquel was transferred to the latter, and how such transfer could have amounted to bad faith.
Under the "harm test" it must be shown that the exercise of control and breach of some duty is the proximate cause of the injury or unjust loss for which the complaint was made.54 For such conduct to be considered as the proximate cause, it should be shown that it had indeed caused the injury to another.55
Without clear and convincing proof that Roquel's transfer was only intended to evade Philippine Labor Laws — which, I submit, is belied by the established facts showing that all the material aspects of Roquel's employment all occurred in Hong Kong — it cannot even be determined whether she suffered any injury by reason of her dismissal. Under the "harm test," Roquel argues that she suffered injury when she received a sum less than what she would have been entitled to under Philippine Labor Laws. Thus, the determination of whether she indeed suffered injury is anchored on the question of whether her transfer to PNB Global was intended to evade obligations under Philippine Labor Laws. Yet, as discussed above, her employment was done in HK, her transfer to PNB Global was a consequence of the completion of her training in PNB-HK, and the fact was that PNB-RCL had already merged with PNB Global. Hence, there is no basis to conclude that Roquel suffered any harm.
Given the absence of any of the elements of control, fraud, and hann, the Court has no basis to pierce the veil of corporate fiction of PNB and hold it liable for the alleged illegal dismissal of Roquel. PNB is not the employer of Roquel. As such, the labor tribunals are without jurisdiction to entertain Roquel's complaint for illegal dismissal lodged against PNB.
Although PNB Global may arguably be Roquel's true employer, the Court, as well as the labor tribunals, is bereft of jurisdiction to render judgment as between Roquel and PNB Global in this case. As correctly pointed out by respondents in their Comment,56 the NLRC made a finding that PNB Global was not summoned and the labor tribunal did not acquire jurisdiction over it.57
It must be emphasized at this point that courts must "always presume good faith, and for that reason accord prime importance to the separate personality of the corporation, disregarding the corporate personality only after the wrongdoing is first clearly and convincingly established."58
In light of the foregoing discussion, the CA was correct in upholding NLRC's dismissal of the complaint for lack of jurisdiction.
Footnotes
1 Rollo, pp. 53-63.
2 Id. at 90-91.
3 Id. at 276-283.
4 Id. at 61-62.
5 Id. at 62.
6 Ponencia, p. 9.
7 Id. at 7.
8 Id.
9 Rollo, p. 60.
10 Id. at 54.
11 Id.
12 Id.
13 Id.
14 Id.
15 Id.
16 Id.
17 Id.
18 Id.
19 Id.
20 Id. at 55.
21 Id.
22 Id. at 62.
23 Gesolgon v. CyberOne PH, Inc., G.R. No. 210741, October 14, 2020, p. 7, accessed at < https://sc.judiciary.gov.ph/15363/> .
24 Philippine National Bank v. Hydro Resources Contractors Corporation, G.R. Nos. 167530, 167561 & 167603, March 13, 2013, 693 SCRA 294, 307-310. Emphasis in the original; citations omitted.
25 G.R. Nos. 221813 & 222723, July 23, 2018, 872 SCRA 573.
26 Id. at 612-621. Citations and emphasis omitted.
27 Id. at 611.
28 Id. at 610.
29 Pantranco Employees Association (PEA-PTGWO) v. National Labor Relations Commission, G.R. Nos. 170689 & 170705, March 17, 2009, 581 SCRA 598, 614.
30 Marubeni Corporation v. Lirag, G.R. No. 130998, August 10, 2001, 362 SCRA 620, 630.
31 Zambrano v. Philippine Carpet Manufacturing Corporation, G.R. No. 224099, June 21, 2017, 828 SCRA 144, 166.
32 Rollo, pp. 29-34.
33 Id. at 35.
34 Id. at 36-37.
35 Id. at 35.
36 Ponencia, p. 8.
37 Id. at 7-8. Records show that the letterheads used were that of PNB-HK, not PNB.
38 Id. at 8.
39 Id.
40 Id.
41 Id. at 9.
42 See McLeod v. National Labor Relations Commission, G.R. No. 146667, January 23, 2007, 512 SCRA 222.
43 Rollo, p. 31.
44 See Indophil Textile Mill Workers Union v. Calica, G.R. No. 96490, February 3, 1992, 205 SCRA 697.
45 Rollo, p. 61.
46 Maricalum Mining Corporation v. Florentino, supra note 25, at 610.
47 CIVIL CODE, Art. 2232 provides:
Art. 2232. In contracts and quasi-contracts, the courts may award exemplary damages if the defendant acted in wanton, fraudulent, reckless, oppressive, or malevolent manner.
48 Id., Art. 2219(10) provides:
Art. 2219. Moral damages may be recovered in the following and analogous cases:
x x x x
(10) Acts and actions referred to in Articles 21, 26, 27, 28, 29, 30, 32, 34, and 35.
x x x x
49 Mercado v. Ongpin, G.R. No. 207324, September 30, 2020, p. 8, accessed at < https://sc.judiciary.gov.ph/19072/>.
50 Id., citing Dart Philippines, inc. v. Spouses Calogcog, 613 Phil. 224, 234 (2009).
51 Rollo, p. 38.
52 Id.
53 Id. at 38-39.
54 Maricalum Mining Corporation v. Florentino, supra note 25, at 620-621.
55 Id.
56 Rollo, p. 368-382
57 Id. at 378.
58 Halley v. Printwell, Inc., G.R. No. 157549, May 30, 2011, 649 SCRA 166, 133.
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