G.R. No. 183860, 15 January 2014
Petitioner Philippine Tourism Authority (PTA) is a government-owned and controlled corporation that administers tourism zones as mandated by Presidential Decree (P.D.) No. 564 and later amended by P.D. No. 1400. PTA used to operate the Philippine Gorge Tourist Zone (PGTZ) Administration Complex (PTA Complex), a declared tourist zone in Pagsanjan, Laguna.
Respondent Pagsanjan Tourism Consumers’ Cooperative (PTCC) is a cooperative organized since 1988 under Republic Act No. 6938, or the “Cooperative Code of the Philippines.” The other individual respondents are PTCC employees, consisting of restaurant staff and boatmen at the PTA Complex.
In 1989, in order to help the PTCC as a cooperative, the PTA allowed it to operate a restaurant business located at the main building of the PTA Complex and the boat ride services to ferry guests and tourists to and from the Pagsanjan Falls, paying a certain percentage of its earnings to the PTA.
In 1993, the PTA implemented a reorganization and reshuffling in its top level management. Herein petitioner Rodolfo Laborte (Laborte) was designated as Area Manager, CALABARZON area with direct supervision over the PTA Complex and other entities at the Southern Luzon.
Laborte served a written notice upon the respondents to cease the operations of the latter’s restaurant business and boat ride services in view of the rehabilitation, facelifting and upgrading project of the PTA Complex. Consequently, the PTCC filed with the RTC a Complaint for Prohibition, Injunction and Damages with (TRO) and Preliminary Injunction against Laborte, to cease the operations of the restaurant and boat ride services and from evicting the PTCC’s restaurant from the main building of the PTA Complex.
Opposing the issuance of the TRO, Laborte averred that the PTCC does not own the restaurant facility as it was only tolerated to operate the same by the PTA as a matter of lending support and assistance to the cooperative in its formative years. It has neither been granted any franchise nor concession to operate the restaurant nor any exclusive franchise to handle the boating operations in the complex. The respondents had no right for the injunctive relief prayed for.
The RTC rendered a decision finding for the respondents. Dissatisfied, Laborte and the PTA appealed to the CA. The CA affirmed the RTC Decision. The petitioners seasonably filed a Motion for Reconsideration, but the said motion was also denied for lack of merit. Hence, the petitioners filed the present petition.
WHETHER THE HONORABLE COURT OF APPEALS GRAVELY ERRED IN FINDING PETITIONER LABORTE LIABLE BOTH IN HIS PERSONAL AND OFFICIAL CAPACITY NOTWITHSTANDING THE EXISTENCE OF PECULIAR AND UNUSUAL CIRCUMSTANCES WHICH WOULD RENDER THE DECISION UNJUST AND INEQUITABLE, IN THAT:
A) PETITIONER LABORTE, IN HIS CAPACITY AS ACTING RESIDENT MANAGER OF PGTZ, MERELY COMPLIED IN GOOD FAITH, WITH THE VALID AND LAWFUL ORDERS OF THE TOP MANAGEMENT OF PTA TO NOTIFY RESPONDENT PTCC TO CEASE BUSINESS OPERATIONS AT THE COMPLEX IN VIEW OF THE INTENDED RENOVATION AND REPAIR OF THE RESTAURANT FACILITY AT THE COMPLEX.
B) THE FAILURE OF ATTY. HERNANDO CABRERA, FORMER COUNSEL OF PETITIONERS TO FILE THEIR FORMAL OFFER OF EVIDENCE AND TO MAKE A MANIFESTATION BEFORE THE TRIAL COURT THAT THEY WERE ADOPTING IN THE TRIAL PROPER THE EVIDENCE THEY PRESENTED DURING THE HEARING ON THE APPLICATION FOR WRIT OF PRELIMINARY INJUNCTION IN CIVIL CASE NO. SC-3150 IS SO GROSS, PALPABLE AND INEXCUSABLE, THEREBY RESULTING IN THE VIOLATION OF THE SUBSTANTIVE RIGHTS OF [THE] PETITIONERS.
With respect to Laborte’s liability in his official and personal capacity, the Court finds that Laborte was simply implementing the lawful order of the PTA Management. As a general rule the officer cannot be held personally liable with the corporation, whether civilly or otherwise, for the consequences of his acts, if acted for and in behalf of the corporation, within the scope of his authority and in good faith.73 Furthermore, the Court also notes that the charges against petitioners Laborte and the PTA for grave coercion and for the violation of R.A. 671374 have all been dismissed.75 Thus, the Court finds no basis to hold petitioner Laborte liable.
Likewise, the award of damages to the respondents and respondents-intervenors is without basis. Absent a contract between the PTCC and the PTA, and considering further that the respondents were adequately notified to properly vacate the PTA Complex, the Court finds no justifiable reason to award any damages. Neither may the respondents-intervenors claim damages since the act directed against the PTCC was a lawful exercise of the PTA’s management prerogative. While it is true that the exercise of management prerogative is a recognized right of a corporate entity, it can not be gainsaid that the exercise of such right must be tempered with justice, honesty, good faith76 and a careful regard of other party’s rights. In the instant case, there is ample evidence to show that the petitioners were able to observe the same.
*Case Digest by Nikki P. Ebillo, JD-4, Andres Bonifacio Law School, SY 2019-2020