G.R. No. 185100, 9 July 2014
Petitioners seek to be reinstated to her former position as Chief Operating Officer(COO) after her alleged constructive dismissal by the actions of the private respondent Fernandez (who later replaced her).She also impleads STI’s President and CEO, Jacob, as an alleged conspirator of Fernandez.
Private Respondent contends that there was no constructive dismissal as she was merely laterally transferred as her previous office was abolished in order to streamline the company’s organizational structure after undergoing a merger.
May private respondent Jacob be held solidarily liable with respondent?
No. There was no negligence or bad faith proved on the part of private respondent Jacob.
A corporation, as a juridical entity, may act only through its directors, officers and employees. Obligations incurred as a result of the directors’ and officers’ acts as corporate agents, are not their personal liability but the direct responsibility of the corporation they represent. As a rule, they are only solidarily liable with the corporation for the illegal termination of services of employees if they acted with malice or bad faith.
To hold a director or officer personally liable for corporate obligations, two requisites must concur:
(1) it must be alleged in the complaint that the director or officer assented to patently unlawful acts of the corporation or that the officer was guilty of gross negligence or bad faith; and
(2) there must be proof that the officer acted in bad faith.
*Case digest by Roger Angielo V. Atenta, JD-IV, Andres Bonifacio College, SY 2019-2020