This is a case digested by a classmate. You know I never realized the wisdom of the teacher requiring us to furnish each one a print out digest of the cases we discussed in front , until I've started reading just this morning the thick pile of my classmates cases. It's really a big help, especially in cases that are undigested in the net where you had to rely on LawPhil's actual case. (Plus the fact that you're too busy to further include hunting down all those cases in your itineraries. Well at least the snippets in Atty. Villanueva's book is giving great ease.)
I've been inconsistent with that class rule. Kudos to the ones who faithfully digested and printed the cases and distributed them out of their own pockets and still managed to effectively discuss their own cases in front. Salud!
I wonder what we'll say to each other in the near future when were already lawyers and we accidentally found each other in court appearing for adverse parties. "Atty. Clavecilla?" "Woah! Atty. De los Reyes! I never expected" "I believe were appearing on opposite poles" "Ahaha! Yes indeed" "It's Good to see you around" "Likewise.. by the way.. I was doing quick reads before the hearing this morning? funny I still have one of your digested cases in school" "Hahaha really? the one with our names in it?" "Haha yeah its still here in a folder in my satchel together with the others, I had to read back because of this case" "Ow! hahaha glad to be of help"
This is generally a labor case. It's actually one of the cases in Labor Relations. The implication however is commercial in nature, in so far as the law applicable is concerned with regard to the issue.
Let me give you a quick picture: The Commercial Bank and Trust Company, (which is obviously a commercial as well as a trust bank) entered into a CBA (Collective Bargaining Agreement) with the bank's Union.
What kind of employees are we talking about here? We're talking about rank and file of the bank which comprised over 1000 employees. This bank is big, it's actually foreign based. It's a subsidiary of Synovus Bank chartered in Georgia. So if the bank is big, boy, the Union here were talking about is also big because the above 1000 employees were affiliated with the National Union Bank Employees, so dig that, just by the sound of it you'd know it's a national labor organization. So both parties were negotiating and renegotiating the CBA.
Here's the thing. In the midst of these CBA negotiations however, the bank went into merger with BANK OF THE PHILIPPINE ISLANDS, (BPI) who assumed all its assets and liabilities. Hence, the bank suspended the negotiations with the Union.
So as a result, the Union filed before the trial court (CFI- Manila) a complaint for specific performance, damages, and a preliminary injunction against private respondents. Wait a minute, CFI?
I think the case was dismissed for lack of jurisdiction. In the special civil action for certiorari filed with the Supreme Court the sole issue of whether or not the courts may take cognizance of claims for damages arising from a labor controversy surfaced. Co'z you know if you get back to your labor laws it is the Labor Arbiter who should first take cognizance of these things. and the appeal is with the NLRC.
I think the case was dismissed for lack of jurisdiction. In the special civil action for certiorari filed with the Supreme Court the sole issue of whether or not the courts may take cognizance of claims for damages arising from a labor controversy surfaced. Co'z you know if you get back to your labor laws it is the Labor Arbiter who should first take cognizance of these things. and the appeal is with the NLRC.
I think the court sustained the dismissal of the case, which is, as correctly held by the respondent court (Judge Lazaro and the CFI of Manila) "an unfair labor practice controversy within the original and exclusive jurisdiction of the labor arbiters and the exclusive appellate jurisdiction of the National Labor Relations Commission."
So tingnan ngayon naten yung other issue which is actually the biggest issue here. The claim against the BPI.
Actually according to the petitioners it is BPI who is the principal respondent here — Some said ininduce ni Ayala ang CBTC to violate the existing CBA. Uh-oh I wouldn't comment on that, pero imposible namang di alam ni Ayala yan. Remember back in the day during those times I think around 90s to early 2000 when banks were establishing consortium, and then suddenly they've begin to merge. Date I think ang dame nila and pasikatan. Now almost all of them have conglomerated. Now I think we only have 3 key players competing with each other in the banking industry. We have BPI of the Ayala conglomerate, who merged with Far East Bank, BPI being the surviving entity. Of course there's BDO of Henry Sy, belonging to the SM Group of Companies, that merged with PCI bank and thirdly the Metrobank group. all the rest are either small commercial or trust banks. Well of course there's Landbank and the others who are GOCCs.
Geez I remember working in a bank. I won't say what bank it is. We were working back office, I was with the Account Management Group, we handled Credit Supervision and Control. Back office so kami yung guys na alam mo yon? After 1pm nakatangal na yun polo barong & naka white t-shirt nalang, pero Hanes ah LOL. Tatlo lang actually kami sa team. Yun secretary ng VP namen, si Jen. Yun liason officer namen si Eric and me somehow training for CI kuno. Naka leave ako sa school noon so I decided to work. Mga kachokaran namen ni Eric mga taga Clearing, mostly kase ng mga Clearing mga boys e. And mga taga Letran den, San Beda, may UST. Clearing is a part of the Cash Department, actually back office sila ng Cash, sila yun taga clear ng cheke sa Central Bank. So.. pag mga 4pm na wala na masyado trabaho nandun kami ni Eric sa Clearing, you know, konting tawanan, kape, konting usapang bankero, konting serious na usapan, pero pag usapang chiks, jusme di nawawala, it's a given I guess, actually mostly ng magaganda of course nasa Cash and New Accounts. Natatandaan ko may private joke kame ni Eric eh... inisip namen and kami lang nakakaalam talaga di namen shineshare kahit sa mga taga Clearing and MIS, tsk, it was our cosa nostra, our own affair. And siste ganito... lam mo yun word expression during 70's ewan ko kung inabot nyo to ah, well most of you reading this blog are probably melenials, I dunno, I get around a hundred page views a day.. kidding, just chop it down to half. Anyway, what we did was we took the expressions of our moms and dads before, kapanahunan kase ng mga erpats and ermats namen sila Nora Aunor LOL, Vilma Santos... eh expression noon ganito... pagnakitang maganda suot mo and bongga dating mo sasabihin nila sayo "WALASTIK AH!" ha ha ha!.. or "WALANJO AH!" LOL.. It's the same as the words "Bonga" or Bongacious" we have now, in short parang "IKAW NAAA!!. So samen iniba namen meaning. Pagbabae ka and flat chested ka babatiin ka namen ng "Walanjo Ah!" and pag lalaki ka pero magsuot ka ng pantalon flat na flat harap ni wala man lang tambok and para kang babae na naka-pants babatiin ka namen ng "Walastik Ah!!!. Hahaha actually ang ibig sabihin ng Walanjo samen is 'Walang joga' LOL and yung "Walastik" 'Walang etits' LOL" as in 'walang stick'. So eto na... nakita namen si Gayle... kabiruan namen sa Cash... e ang ganda ng suot matangkad kasi si Gayle and sexy, mukang model talaga, pang haute couture... pag sinabing haute couture di ba matangkad payat & flat chested... so pasok si Gayle... nakaakbay ako kay Eric "Uy si Gayle si Gayle" And Eric goes "Gayle" ":) Baket?!" "Walanjo ah" (hehehe). And Gayle brushes her shoulders and goes "Thank you... ganda ba?" I was just raising my thumb up and smiling coz I couldn't say a word kase gusto ko na talagang tumawa pinipigilan ko lang. Then nakita namen si VP Garcia, VP ng CorPlan... kapapasok lang.. matanda na yon, lam mo naman yung matatanda minsan kung magsalawal sobrang taas ng belt hahaha, yun halos hatakin na yun crotch tas nakatuck-in yung long sleeved shirt & nakasampay yung americana suit. Eh wala akong masabe, sabe ko ba naman... "Sir Walastik ah" Ha Ha Ha!. Bigla kaming nagkatinginan ni Eric, muntik na kaming matawa kaya bigla kaming pumasok sa loob. LOL. Kaso nalaman ni Jen, yun secretary namen, eto kasing si Eric kahit may boobs si Jen (chubby kase) sinasabihan ng "Jen.. walastik ah" & taka si Jen bakit tumatawa ako ng malakas..& she goes "Kayong dalawa kayo tigil-tigilan nyo nga ako.. ano ibig sabihin nyan?" "Wala"... "Hmmmp ireresearch ko yan" Niresearch nga naguusap sila ng mga Clearing boys e by that time gets na din nila so tawa sila ng tawa, then sinumbong nya kame kay Gayle, pumunta si Gayle sa opisina gulat kame tawa ng tawa and pinaghahampas kame ni Eric "All these time biling bili ko mga compliments nyo yun pala... hahaha... tong dalawang to" Pasok yun manager ng Cash smiling "Baket baket? Ang iingay nyo jan baket? marinig kayo ni boss" "Eto Ma'am dalawang to... hahaha....." "Araaaayy!" kinurot ako. Kwinento ni Jen and the Cash manager bolted out laughing... "E ma'am biling-bili nya naman eh" "Nakooo tong dalawang tooo... sobrang pipilyooo.. parepareho kayo ng mga boys sa Clearing magsama-sama na nga kayo" "Ma'am pigilan nyo mga yan baka makita nila si Pres..." Ha Ha Ha they couldn't stop laughing when they found out I greeted VP Garcia with 'Walastik' LOL. And tawa kami ng tawa after, kasi si VP Garcia talagang clueless. Di naman sila nagsumbong. Eh di mo naman pedeng pakialaman sa pananamit nya yun matanda na yun, isa pa VP yun, di ka pede basta-basta umasta sa VP, unless palabiro sya, e di nga palabiro eh. But boy, that was really fun.
Anyway.. lets get back to the case. BPI's answer to the complaint is that they should not be liable because they were not the employers at the time the unfair labor practice was committed.
ISSUE:
Is BPI liable to the employees of Commercial Bank and Trust Company, in effect of the merger?
RULING:
BPI shall be liable for the employees based on the following grounds:
1. BPI has expressly assumed all the assets and liabilities of Commercial Bank and Trust Company.
2. Under the Corporation Code, the surviving or consolidated corporation shall be responsible and liable for all the liabilities of each of the constituent corporations in the same manner as if such surviving or consolidated corporation had itself incurred such liabilities or obligations, and any claim, action or proceeding pending by or against any of such constituent corporations may be prosecuted by or against the surviving or consolidated corporation, as the case may be.
3. No rights of creditors nor any lien upon the property of any such constituent may be impaired by such merger or consolidation.
Geez I remember working in a bank. I won't say what bank it is. We were working back office, I was with the Account Management Group, we handled Credit Supervision and Control. Back office so kami yung guys na alam mo yon? After 1pm nakatangal na yun polo barong & naka white t-shirt nalang, pero Hanes ah LOL. Tatlo lang actually kami sa team. Yun secretary ng VP namen, si Jen. Yun liason officer namen si Eric and me somehow training for CI kuno. Naka leave ako sa school noon so I decided to work. Mga kachokaran namen ni Eric mga taga Clearing, mostly kase ng mga Clearing mga boys e. And mga taga Letran den, San Beda, may UST. Clearing is a part of the Cash Department, actually back office sila ng Cash, sila yun taga clear ng cheke sa Central Bank. So.. pag mga 4pm na wala na masyado trabaho nandun kami ni Eric sa Clearing, you know, konting tawanan, kape, konting usapang bankero, konting serious na usapan, pero pag usapang chiks, jusme di nawawala, it's a given I guess, actually mostly ng magaganda of course nasa Cash and New Accounts. Natatandaan ko may private joke kame ni Eric eh... inisip namen and kami lang nakakaalam talaga di namen shineshare kahit sa mga taga Clearing and MIS, tsk, it was our cosa nostra, our own affair. And siste ganito... lam mo yun word expression during 70's ewan ko kung inabot nyo to ah, well most of you reading this blog are probably melenials, I dunno, I get around a hundred page views a day.. kidding, just chop it down to half. Anyway, what we did was we took the expressions of our moms and dads before, kapanahunan kase ng mga erpats and ermats namen sila Nora Aunor LOL, Vilma Santos... eh expression noon ganito... pagnakitang maganda suot mo and bongga dating mo sasabihin nila sayo "WALASTIK AH!" ha ha ha!.. or "WALANJO AH!" LOL.. It's the same as the words "Bonga" or Bongacious" we have now, in short parang "IKAW NAAA!!. So samen iniba namen meaning. Pagbabae ka and flat chested ka babatiin ka namen ng "Walanjo Ah!" and pag lalaki ka pero magsuot ka ng pantalon flat na flat harap ni wala man lang tambok and para kang babae na naka-pants babatiin ka namen ng "Walastik Ah!!!. Hahaha actually ang ibig sabihin ng Walanjo samen is 'Walang joga' LOL and yung "Walastik" 'Walang etits' LOL" as in 'walang stick'. So eto na... nakita namen si Gayle... kabiruan namen sa Cash... e ang ganda ng suot matangkad kasi si Gayle and sexy, mukang model talaga, pang haute couture... pag sinabing haute couture di ba matangkad payat & flat chested... so pasok si Gayle... nakaakbay ako kay Eric "Uy si Gayle si Gayle" And Eric goes "Gayle" ":) Baket?!" "Walanjo ah" (hehehe). And Gayle brushes her shoulders and goes "Thank you... ganda ba?" I was just raising my thumb up and smiling coz I couldn't say a word kase gusto ko na talagang tumawa pinipigilan ko lang. Then nakita namen si VP Garcia, VP ng CorPlan... kapapasok lang.. matanda na yon, lam mo naman yung matatanda minsan kung magsalawal sobrang taas ng belt hahaha, yun halos hatakin na yun crotch tas nakatuck-in yung long sleeved shirt & nakasampay yung americana suit. Eh wala akong masabe, sabe ko ba naman... "Sir Walastik ah" Ha Ha Ha!. Bigla kaming nagkatinginan ni Eric, muntik na kaming matawa kaya bigla kaming pumasok sa loob. LOL. Kaso nalaman ni Jen, yun secretary namen, eto kasing si Eric kahit may boobs si Jen (chubby kase) sinasabihan ng "Jen.. walastik ah" & taka si Jen bakit tumatawa ako ng malakas..& she goes "Kayong dalawa kayo tigil-tigilan nyo nga ako.. ano ibig sabihin nyan?" "Wala"... "Hmmmp ireresearch ko yan" Niresearch nga naguusap sila ng mga Clearing boys e by that time gets na din nila so tawa sila ng tawa, then sinumbong nya kame kay Gayle, pumunta si Gayle sa opisina gulat kame tawa ng tawa and pinaghahampas kame ni Eric "All these time biling bili ko mga compliments nyo yun pala... hahaha... tong dalawang to" Pasok yun manager ng Cash smiling "Baket baket? Ang iingay nyo jan baket? marinig kayo ni boss" "Eto Ma'am dalawang to... hahaha....." "Araaaayy!" kinurot ako. Kwinento ni Jen and the Cash manager bolted out laughing... "E ma'am biling-bili nya naman eh" "Nakooo tong dalawang tooo... sobrang pipilyooo.. parepareho kayo ng mga boys sa Clearing magsama-sama na nga kayo" "Ma'am pigilan nyo mga yan baka makita nila si Pres..." Ha Ha Ha they couldn't stop laughing when they found out I greeted VP Garcia with 'Walastik' LOL. And tawa kami ng tawa after, kasi si VP Garcia talagang clueless. Di naman sila nagsumbong. Eh di mo naman pedeng pakialaman sa pananamit nya yun matanda na yun, isa pa VP yun, di ka pede basta-basta umasta sa VP, unless palabiro sya, e di nga palabiro eh. But boy, that was really fun.
Anyway.. lets get back to the case. BPI's answer to the complaint is that they should not be liable because they were not the employers at the time the unfair labor practice was committed.
ISSUE:
Is BPI liable to the employees of Commercial Bank and Trust Company, in effect of the merger?
RULING:
BPI shall be liable for the employees based on the following grounds:
1. BPI has expressly assumed all the assets and liabilities of Commercial Bank and Trust Company.
2. Under the Corporation Code, the surviving or consolidated corporation shall be responsible and liable for all the liabilities of each of the constituent corporations in the same manner as if such surviving or consolidated corporation had itself incurred such liabilities or obligations, and any claim, action or proceeding pending by or against any of such constituent corporations may be prosecuted by or against the surviving or consolidated corporation, as the case may be.
3. No rights of creditors nor any lien upon the property of any such constituent may be impaired by such merger or consolidation.
