NARRA NICKEL MINING VS REDMONT (G.R. NO.

195580 APRIL 21, 2014)

Narra Nickel Mining and Development Corp. vs Redmont Consolidated Mines
Corporation G.R. No. 195580 April 21, 2014

Facts: Sometime in December 2006, respondent Redmont Consolidated Mines Corp.

(Redmont), a domestic corporation organized and existing under Philippine laws, took
interest in mining and exploring certain areas of the province of Palawan. After inquiring
with the Department of Environment and Natural Resources (DENR), it learned that the
areas where it wanted to undertake exploration and mining activities where already
covered by Mineral Production Sharing Agreement (MPSA) applications of petitioners
Narra, Tesoro and McArthur.

Petitioner McArthur, through its predecessor-in-interest Sara Marie Mining, Inc. (SMMI),
filed an application for an MPSA and Exploration Permit (EP) with the Mines and Geo-
Sciences Bureau (MGB), Region IV-B, Office of the Department of Environment and
Natural Resources (DENR). Subsequently, SMMI was issued MPSA-AMA-IVB-153 covering
an area of over 1,782 hectares in Barangay Sumbiling, Municipality of Bataraza, Province
of Palawan and EPA-IVB-44 which includes an area of 3,720 hectares in Barangay
Malatagao, Bataraza, Palawan.

The MPSA and EP were then transferred to Madridejos Mining Corporation (MMC) and,
on November 6, 2006, assigned to petitioner McArthur. Petitioner Narra acquired its MPSA
from Alpha Resources and Development Corporation and Patricia Louise Mining &
Development Corporation (PLMDC) which previously filed an application for an MPSA with
the MGB, Region IV-B, DENR on January 6, 1992. Through the said application, the DENR
issued MPSA-IV-1-12 covering an area of 3.277 hectares in barangays Calategas and San
Isidro, Municipality of Narra, Palawan.

Subsequently, PLMDC conveyed, transferred and/or assigned its rights and interests over
the MPSA application in favor of Narra. Another MPSA application of SMMI was filed with
the DENR Region IV-B, labeled as MPSA-AMA-IVB-154 (formerly EPA-IVB-47) over 3,402
hectares in Barangays Malinao and Princesa Urduja, Municipality of Narra, Province of
Palawan. SMMI subsequently conveyed, transferred and assigned its rights and interest
over the said MPSA application to Tesoro. On January 2, 2007, Redmont filed before the
Panel of Arbitrators (POA) of the DENR three (3) separate petitions for the denial of
petitioners’ applications for MPSA designated as AMA-IVB-153, AMA-IVB-154 and MPSA
IV-1-12. In the petitions, Redmont alleged that at least 60% of the capital stock of
McArthur, Tesoro and Narra are owned and controlled by MBMI Resources, Inc. (MBMI),
a 100% Canadian corporation. Redmont reasoned that since MBMI is a considerable
stockholder of petitioners, it was the driving force behind petitioners’ filing of the MPSAs
over the areas covered by applications since it knows that it can only participate in mining
activities through corporations which are deemed Filipino citizens.
Redmont argued that given that petitioners’ capital stocks were mostly owned by MBMI,
they were likewise disqualified from engaging in mining activities through MPSAs, which
are reserved only for Filipino citizens.

Issue: Whether or not the petitioner corporations are Filipino and can validly be issued
MPSA and EP.

Held: No. The SEC Rules provide for the manner of calculating the Filipino interest in a
corporation for purposes, among others, of determining compliance with nationality
requirements (the ‘Investee Corporation’). Such manner of computation is necessary
since the shares in the Investee Corporation may be owned both by individual
stockholders (‘Investing Individuals’) and by corporations and partnerships (‘Investing
Corporation’). The said rules thus provide for the determination of nationality depending
on the ownership of the Investee Corporation and, in certain instances, the Investing
Corporation.

Under the SEC Rules, there are two cases in determining the nationality of the Investee
Corporation. The first case is the ‘liberal rule’, later coined by the SEC as the Control Test
in its 30 May 1990 Opinion, and pertains to the portion in said Paragraph 7 of the 1967
SEC Rules which states, ‘(s)hares belonging to corporations or partnerships at least 60%
of the capital of which is owned by Filipino citizens shall be considered as of Philippine
nationality.’ Under the liberal Control Test, there is no need to further trace the ownership
of the 60% (or more) Filipino stockholdings of the Investing Corporation since a
corporation which is at least 60% Filipino-owned is considered as Filipino.

The second case is the Strict Rule or the Grandfather Rule Proper and pertains to the
portion in said Paragraph 7 of the 1967 SEC Rules which states, “but if the percentage of
Filipino ownership in the corporation or partnership is less than 60%, only the number of
shares corresponding to such percentage shall be counted as of Philippine nationality.”
Under the Strict Rule or Grandfather Rule Proper, the combined totals in the Investing
Corporation and the Investee Corporation must be traced (i.e., “grandfathered”) to
determine the total percentage of Filipino ownership. Moreover, the ultimate Filipino
ownership of the shares must first be traced to the level of the Investing Corporation and
added to the shares directly owned in the Investee Corporation.

In other words, based on the said SEC Rule and DOJ Opinion, the Grandfather Rule or
the second part of the SEC Rule applies only when the 60-40 Filipino-foreign equity
ownership is in doubt (i.e., in cases where the joint venture corporation with Filipino and
foreign stockholders with less than 60% Filipino stockholdings [or 59%] invests in other
joint venture corporation which is either 60-40% Filipino-alien or the 59% less Filipino).
Stated differently, where the 60-40 Filipino- foreign equity ownership is not in doubt, the
Grandfather Rule will not apply.
AVELINO S. ALILIN et al. vs PETRON CORP G.R. NO. 177592, 2014-06-09
FACTS:
Petron is a domestic corporation engaged in the oil business. In 1968, Romualdo D.
Gindang Contractor, owned and operated by Romualdo D. Gindang, started recruiting
laborers for fielding to Petron’s Mandaue Bulk Plant. When Romualdo died in 1989, his
son Romeo, through Romeo D. Gindang Services (RDG), took over and continued to
provide manpower services to Petron. Petron and RDG entered into a Contract for
Services from June 1, 2000 to May 31, 2002, to provide Petron with janitorial,
maintenance, tanker receiving, packaging and other utility services.

This was extended until Sept 30, 2002. Upon expiration, no renewal was done and
workers were dismissed. Petitioners filed an illegal dismissal complaint against Petron
alleging that they were barred from continuing their services on Oct 16, 2002. Petitioners
claim that although it was RDG who hired them and paid their salaries, RDG is a labor-
only contractor, acting as an agent of Petron, their true employer. Claiming to be regular
employees, petitioners asserted that their dismissal allegedly in view of the expiration of
the service contract between Petron and RDG is illegal.

RDG denied liability over petitioners’ claim of illegal dismissal while also corroborating
petitioners’ claim that they are regular employees of Petron. Petron, on the other hand,
maintained that RDG is an independent contractor and the real employer of the
petitioners. It was RDG, which hired and selected petitioners, paid their salaries and
wages, and directly supervised their work.

Both Labor Arbiter and NLRC ruled that petitioners are Petron’s regular employees. CA
however ruled otherwise stating that there is no employer-employee relationship, and
that RDG is in fact an independent labor contractor with sufficient capitalization and
investment. The Motion for Reconsideration by Petitioners was dismissed, hence this
petition.

ISSUE:
(1) Whether RDG is a a labor-only contractor
(2) Whether Petron is liable for petitioners’ dismissal

RULING:
(1) YES. The contractor is always presumed to be a labor-only contractor, unless such
contractor overcomes the burden of proving otherwise. However, where the
principal is the one claiming that the contractor is legitimate, said principal
(Petron) has the burden of proving so. In this case, the presumption that RDG is
a labor-only contractor stands, due to the failure of Petron to discharge the burden
of proving otherwise. The Court also found that the works performed were directly
related to Petron’s business negating further Petron’s claim that RDG is
independent.
 (2) YES. “[A] finding that a contractor is a ‘labor- only’ contractor is equivalent to
declaring that there is an employer-employee relationship between the principal
and the employees of the supposed contractor.” In this case, the employer-
employee relationship becomes all the more apparent due to the presence of the
power of control on the part of Petron over RDG. Petron therefore, being the
principal employer and RDG, being the labor-only contractor, are solidarily liable
for petitioners’ illegal dismissal and monetary claims.

CORPORATE JURIDICAL PERSONALITY

University of Mindanao vs. Bangko Sentral ng Pilipinas et al.
GR No. 194964, January 11, 2016

Nature of Action: An action for the nullification and cancellation of mortgage on the
ground that the person who entered into contract has no authority to execute such
contract.

FACTS:
Guillermo B. Torres and Dolores P. Torres incorporated and operated two (2) thrift
banks: (1) First Iligan Savings & Loan Association, Inc. (FISLAI); and (2) Davao Savings
and Loan Association, Inc. (DSLAI). Guillermo B. Torres chaired both thrift banks. He
acted as FISLAI's President, while his wife, Dolores P. Torres, acted as DSLAI's President
and FISLAI's Treasurer. Upon Guillermo B. Torres' request, Bangko Sentral ng Pilipinas
issued a P1.9 million standby emergency credit to FISLAI.

On May 25, 1982, University of Mindanao's Vice President for Finance, Saturnino
Petalcorin, executed a deed of real estate mortgage over University of Mindanao's
property in Cagayan de Oro City in favor of Bangko Sentral ng Pilipinas. "The mortgage
served as security for FISLAI's PI.9 Million loan" It was allegedly executed on University
of Mindanao's behalf. As proof of his authority to execute a real estate mortgage for
University of Mindanao, Saturnino Petalcorin showed a Secretary's Certificate signed by
University of Mindanao's Corporate Secretary, Aurora de Leon.

The Secretary’s certificate states among others the authorizing of the chairman to
appoint Satunino Pactolerin to represent the University of Mindanao to transact, transfer,
convey, lease, mortgage, or otherwise hypothecate the subject properties. Saturnino
Petalcorin executed another deed of real estate mortgage, allegedly on behalf of
University of Mindanao, over its two properties in Iligan City. This mortgage served as
additional security for FISLAI's loans. FISLAI and DSLAI eventually merged with DSLAI
as the surviving corporation in an effort to rehabilitate the thrift banks due to the heavy
withdrawals of depositors. DSLAI later became known as Mindanao Savings and Loan
Association, Inc. (MSLAI). MSLAI failed to recover from its losses. Bangko Sentral ng
Pilipinas later on foreclosed the mortgaged properties.
 University of Mindanao filed two Complaints for nullification and cancellation of
mortgage. One Complaint was filed before the Regional Trial Court of Cagayan de Oro
City, and the other Complaint was filed before the Regional Trial Court of Iligan City.
University of Mindanao alleged that it did not obtain any loan from Bangko Sentral ng
Pilipinas and that Aurora De Leon’s certification was anomalous. That it never authorized
Saturnino Petalcorin to execute real estate mortgage contracts involving its properties to
secure FISLAI's debts and it never ratified the execution of the mortgage contracts. The
Regional Trial Courts ruled in favor of University of Mindanao.

The Court of Appeals however ruled that "although BSP failed to prove that the
UM Board of Trustees actually passed a Board Resolution authorizing Petalcorin to
mortgage the subject real properties, Aurora de Leon's Secretary's Certificate" clothed
Petalcorin with apparent and ostensible authority to execute the mortgage deed on its
behalf. Bangko Sentral ng Pilipinas merely relied in good faith on the Secretary's
Certificate. University of Mindanao is estopped from denying Saturnino Petalcorin's
authority.

ISSUE:
Whether petitioner University of Mindanao is bound by the real estate mortgage
contracts executed by Saturnino Petalcorin.

RULING:
No. Acts of an officer that are not authorized by the board of directors/trustees do
not bind the corporation unless the corporation ratifies the acts or holds the officer out
as a person with authority to transact on its behalf.

Petitioner argues that it did not authorize Saturnino Petalcorin to mortgage its
properties on its behalf. There was no board resolution to that effect. Thus, the
mortgages executed by Saturnino Petalcorin were unenforceable. The mortgage contracts
executed in favor of respondent do not bind petitioner. They were executed without
authority from petitioner. Being a juridical person, petitioner cannot conduct its business,
make decisions, or act in any manner without action from its Board of Trustees. The
Board of Trustees must act as a body in order to exercise corporate powers. Individual
trustees are not clothed with corporate powers just by being a trustee. Hence, the
individual trustee cannot bind the corporation by himself or herself. The corporation may,
however, delegate through a board resolution its corporate powers or functions to a
representative, subject to limitations under the law and the corporation's articles of
incorporation. The relationship between a corporation and its representatives is governed
by the general principles of agency. Article 1317 of the Civil Code provides that there
must be authority from the principal before anyone can act in his or her name:

ART. 1317. No one may contract in the name of another without being
authorized by the latter, or unless he has by law a right to represent him.
 Hence, without delegation by the board of directors or trustees, acts of a person -
including those of the corporation's directors, trustees, shareholders, or officers—
executed on behalf of the corporation are generally not binding on the corporation. The
unenforceable status of contracts entered into by an unauthorized person on behalf of
another is based on the basic principle that contracts must be consented to by both
parties. There is no contract without meeting of the minds as to the subject matter and
cause of the obligations created under the contract. Consent of a person cannot be
presumed from representations of another, especially if obligations will be incurred as a
result. Thus, authority is required to make actions made on his or her behalf binding on
a person. Contracts entered into by persons without authority from the corporation shall
generally be considered ultra vires and unenforceable against the corporation.

Nissan Car Lease Phils Inc vs. LICA Management and Proton
GR No. 176986, January 13, 2016

Nature of Action: Petition for Review on Certiorari assailing the decision of the Court
of Appeals in ruling for the validity of extra-judicial rescission.
FACTS:
LMI is the absolute owner of a property located at Pasong Tamo Extension, Makati
City. It entered into a contract with NCLPI for the latter to lease the property for a term
of ten (10) years with a monthly rental of ₱308,000.00. Subsequently, NCLPI became
delinquent in paying the monthly rent. Nissan and Lica verbally agreed to convert the
arrearages into a debt to be covered by a promissory note and twelve (12) postdated
checks each amounting to ₱162,541.95 as monthly payments starting June 1996 until
May 1997. While NCLPI was able to deliver the postdated checks per its verbal agreement
with LMI, it failed to sign the promissory note and pay the checks for June to October
1996. Thus, in a letter dated October 16, 1996, LMI informed NCLPI that it was
terminating their Contract of Lease due to arrears in the payment of rentals. It also
demanded that NCLPI (1) pay the amount of ₱2,651,570.39 for unpaid rentals and (2)
vacate the premises within five (5) days from receipt of the notice. In the meantime,
Proton sent NCLPI an undated request to use the premises as a temporary display center
for "Audi" brand cars for a period of ten (10) days. NCLPI entered into a Memorandum
of Agreement with Proton whereby the former agreed to allow Proton "to immediately
commence renovation work even prior to the execution of the Contract of Sublease. LMI
entered into a Contract of Lease with Proton over the subject premises. NCLPI demanded
Proton to vacate the leased premises. However, Proton replied that it was occupying the
property based on a lease contract with LMI. In a letter of even date addressed to LMI,
NCLPI asserted that its failure to pay rent does not automatically result in the termination
of the Contract of Lease nor does it give LMI the right to terminate the same.

ISSUE:
Whether the contract can be rescinded extra-judicially despite the absence of a
special contractual stipulation therefor.

RULING:
Yes. Art. 1191 provides that the power to rescind is implied in reciprocal
obligations, in cases where one of the obligors should fail to comply with what is
incumbent upon him.
It is clear from the records that NCLPI committed substantial breaches of its
Contract of Lease with LMI. Aside from non-payment of rentals, it appears that NCLPI
also breached its obligations under Paragraphs 4th and 5th of the Contract of Lease which
prohibit it from subleasing the premises or introducing improvements or alterations
thereon without LMI’s prior written consent. As revealed from the evidence presented by
PROTON however, even before NCLPI represented that it would try to negotiate a
possible sub-lease of the premises, it had, without any semblance of authority from LMI,
already effectively subleased the subject premises to PROTON and allowed the latter not
only to enter the premises but to renovate the same. It is true that NCLPI and LMI’s
Contract of Lease does not contain a provision expressly authorizing extrajudicial
rescission. LMI can nevertheless rescind the contract, without prior court approval,
pursuant to Art. 1191 of the Civil Code.
Art. 1191 provides that the power to rescind is implied in reciprocal obligations, in
cases where one of the obligors should fail to comply with what is incumbent upon him.
Otherwise stated, an aggrieved party is not prevented from extra-judicially rescinding a
contract to protect its interests, even in the absence of any provision expressly providing
for such right. The rationale for this rule was explained in the case of University of the
Philippines v. De los Angeles wherein this Court held:
The law definitely does not require that the contracting party who believes itself
injured must first file suit and wait for a judgment before taking extrajudicial steps
to protect its interest. Otherwise, the party injured by the other's breach will have
to passively sit and watch its damages accumulate during the pendency of the suit
until the final judgment of rescission is rendered when the law itself requires that
he should exercise due diligence to minimize its own damages (Civil Code, Article
2203).
 An extrajudicial rescission based on grounds not specified in the contract would
not preclude a party to treat the same as rescinded. The rescinding party, however, by
such course of action, subjects himself to the risk of being held liable for damages when
the extrajudicial rescission is questioned by the opposing party in court. In other words,
the party who deems the contract violated may consider it resolved or rescinded, and act
accordingly, without previous court action, but it proceeds at its own risk. For it is only
the final judgment of the corresponding court that will conclusively and finally settle
whether the action taken was or was not correct in law.

MALIXI v. MEXICALI PHILIPPINES (MEXICALI)

G.R. No. 205061 | 8 June 2016
Termination of Employment

DOCTRINE:
Resignation is the voluntary act of an employee who is in a situation where one believes
that personal reasons cannot be sacrificed in favor of the exigency of the service, and
one has no other choice but to dissociate oneself from employment.

FACTS:
Malixi was hired by Mexicali as a team leader assigned at the delivery service. In October
2008, Mexicali informed her of its intention to transfer and appoint her as store manager
at a newly opened branch in Alabang Town Center, due to her satisfactory performance.
Malixi then submitted a resignation letter as team leader as advised by Mexicali and
started working as Store Manager, although no employment contract and ID was issued
to her. However, in December 2008, Malixi was compelled to sigh an end-of-contract
letter by reason of a criminal complaint of sexual harassment she filed against Mexicali’s
operation manager. Given her vehement refusal to sign, Malixi was informed that it was
her last day of work. Mexicali denied responsibility for Malixi’s dismissal and averred that
Malixi has already resigned from Mexicali by virtue of the resignation letter she was asked
to make.

ISSUE: Whether or not Malixi resigned from her employment with Mexicali.

HELD: Yes, resignation is the voluntary act of an employee who is in a situation where
one believes that personal reasons cannot be sacrificed in favor of the exigency of the
service, and one has no other choice but to dissociate oneself from employment. It is a
formal pronouncement or relinquishment of an office, with the intention of relinquishing
the office accompanied by the act of relinquishment. As the intent to relinquish must
concur with the overt act of relinquishment, the acts of the employee before and after
the alleged resignation must be considered in determining whether he or she, in fact,
intended to sever his or her employment. In this case, Malixi tendered her resignation
letter preparatory to her transfer to Calexico for a higher position and pay.

In the said letter, she expressed her gratitude and appreciation for the two months of
her employment with Mexicali and intimated that she regrets having to leave the
company. Clearly, expressions of gratitude and appreciation as well as manifestation of
regret in leaving the company negate the notion that she was forced and coerced to
resign. In the same vein, an inducement for a higher position and salary cannot defeat
the voluntariness of her actions. It should be emphasized that petitioner had an option
to decline the offer for her transfer, however, she opted to resign on account of a
promotion and increased pay. In termination cases, the employee is not afforded any
option. The employee is dismissed and his only recourse is to institute a complaint for
illegal dismissal against his employer.

De Castro vs. CA 805 SCRA 265

Facts:
Nuvoland, a corporation formed primarily to own, use, improve, develop, subdivide, sell,
exchange, lease and hold for investment or otherwise, real estate of all kinds, was
registered with the Securities and Exchange Commission. Respondent Bienvenida was
the principal stockholder and member of the Board of Directors while Raul
Martinez(Martinez) was its President. The latter recruited petitioner Edward de Castro (De
Castro), a sales and marketing professional in the field of real estate, to handle its sales
and marketing operations, including the hiring and supervision of the sales and marketing
personnel. De Castro was made to sign a Memorandum of Agreement (MOA) wherein
Martinez proposed to create a new corporation, through which the latter's compensation,
benefits and commissions, including those of other sales personnel, would be coursed.
As it turned out, the supposedly new corporation contemplated was Silvericon.

De Castro was appointed the President and majority stockholder of Silvericon while
Bienvenida and Martinez were named as stockholders and incorporators thereof.
Thereafter, Sales and Marketing Agreement (SMA) was purportedly executed by Nuvoland
and Silvericon, stipulating that all payments made for the condominium projects of
Nuvoland were to be given directly to it.

Nuvoland terminated the SMA on the ground that Silvericon personnel committed an
unauthorized walkout and abandonment of the Nuvo City Showroom. De Castro and all
the sales and marketing personnel of Silvericon were barred from entering the office
premises. Aggrieved, De Castro and Platon filed a complaint for illegal dismissal before
the LA and obtained a favorable decision. However, NLRC reversed the LA decision. On
appeal, CA affirmed the findings of the NLRC that the claim should have been brought
before the RTC instead.
Held:
Under the nature-of-the-controversy test, the dispute must not only be rooted in the
existence of an intra-corporate relationship, but must also refer to the enforcement of
the parties' correlative rights and obligations under the Corporation Code, as well as the
internal and intra-corporate regulatory rules of the corporation.

The combined application of the relationship test and the nature-of-the-controversy test
has, consequently, become the norm in determining whether a case is an intra-corporate
controversy or purely civil in character.

In the absence of any one of these factors, the case cannot be considered an intra-
corporate dispute and the RTC acting as a special commercial court cannot acquire any
jurisdiction. The criteria for distinguishing between corporate officers who may be ousted
from office at will, on one hand, and ordinary corporate employees, who may only be
terminated for just cause, on the other hand, do not depend on the nature of the services
performed, but on the manner of creation of the office.

Anent the issue on jurisdiction, Article 217 of the Labor Code, as amended by Section 9
of R.A. No. 6715 is instructive:

(a) Except as otherwise provided under this Code, the Labor Arbiter shall have original
and exclusive jurisdiction to hear and decide, within thirty (30) calendar days after the
submission of the case by the parties for decision without extension, even in the absence
of stenographic notes, the following cases involving all workers, whether agricultural or
nonagricultural:
1. x x x x
2. Termination disputes;
3. x x x x
4. x x x x;
5. x x x x and
6. Except claims for Employees Compensation, Social Security, Medicare and maternity
benefits, all other claims arising from employer-employee relations, including those of
persons in domestic or household service, involving an amount exceeding five thousand
pesos (P5,000.00) regardless of whether accompanied with a claim for reinstatement.
Taking the foregoing into consideration, the Court finds that the LA properly took
cognizance of the existence of an employer-employee relationship between the parties.
The NLRC's position that the case belonged to the RTC as an "intra-corporate dispute"
could not be applied to Platon as she was merely a rank-and-file personnel raising illegal
dismissal as her main cause of action.

With respect to De Castro, the Court ruled that in order to determine whether a dispute
constitutes an intra-corporate controversy or not, the Court considers two elements
instead, namely: (a) the status or relationship of the parties; and (b) the nature of their
controversy. Concurrence of these two renders a case as an intra-corporate dispute. As
it had been determined that Silvericon was a mere subterfuge for Nuvoland's sales and
marketing activities, the circumstances surrounding the nature of De Castro's hiring and
the very nature of his claims must be fully considered to determine jurisdiction. It must
be remembered that De Castro was hired by Martinez and Bienvenida to be the President
and COO of Silvericon. This appears in the SMA, which the Court has interpreted as a
ruse to conceal Nuvoland's labor-contracting activities. The contrived cancellation of the
SMA was, in effect, a termination of its personnel assigned to Silvericon. Equally important
for contemplation is the nature of the petitioners' claims and arguments which not only
demonstrates a firm avowal of labor-only contracting on the part of Nuvoland and
Silvericon but also shows that the ultimate issue to be resolved is not rooted in a corporate
issue governed by the Corporation Code and its implementing rules, but a labor problem,
the resolution of which is covered by labor laws and DOLE issuances. Nuvoland is
solidarity liable with Silvericon for the monetary claims of the petitioners who were clearly
their employees. Further, the application of law and jurisprudence on illegal dismissal
becomes relevant. As correctly observed by the LA, the respondents failed to show any
valid or just cause under the Labor Code on which it may justify the termination of
services of the petitioners. The records are bereft of any evidence at all that respondents
Martinez and Bienvenida acted with malice, ill will or bad faith when the SMA was
terminated. Hence, the said individual officers cannot be held solidarity liable for the
money claims due the petitioners.