ZUELLIG FREIGHT AND CARGO SYSTEMS v.

NLRC and RONALDO SAN MIGUEL

July 22, 2013 | Bersamin, J. | Petition for review on certiorari | Piercing the Corporate Veil

PETITIONER: Zuellig
RESPONDENTS: NLRC, Ronaldo San Miguel

SUMMARY: The articles of incorporation of Zeta Brokerage Corp was amended to change its name to Zuellig
Freight and Cargo Systems, broaden its primary functions, and increase its capital stock. To Zuellig, this means Zeta
Brokerage has ceased operations, and its employees may be terminated. SC said no, it is the same corporation.

DOCTRINE: The mere change in the corporate name is not considered under the law as the creation of a new
corporation; hence, the renamed corporation remains liable for the illegal dismissal of its employee separated under that
guise.

FACTS: date thereof.

1. Ronaldo worked as a checker/customs representative of
Zeta Brokerage Corporation since December 1985.
2. On January 1994, he and other employees were informed
that Zeta would cease operations, and affected employees
such as Ronaldo would be separated.
3. February, he was informed that his termination will be
effective in March.
4. He accepted his separation pay (reluctantly) subject to the
standing offer to be hired to his former position.
5. April, he was terminated (according to him, without valid
cause nor due process).
6. Defense:
a. Termination was for cause authorized by Labor Code
b. Non-acceptance of him was not irregular nor
discriminatory
c. It’s predecessors-in-interest complied with
requirements for termination due to cessation of
business operations
d. It had valid management prerogative not to employ him
e. Despite being given sufficient time, he did not respond
to offer within the deadline
f. He was hired on a temporary basis
g. It hired another employee due to seniority
considerations
7. LA, NLRC, and CA: illegal dismissal
2. The amendments of the article of incorporation of Zeta
to broaden its primary functions, increase its capital
stock, and change the corporate name to Zuellig
Freight and Cargo Systems. Inc. did not produce the
dissolution of the former as a corporation.
3. The Corporation Code defined and delineated the different
modes of dissolving a corporation, and the amendment of
the articles of incorporation was not one of such modes.
4. The effect of change of name was not a change of
corporate being.
5. The changing of the name of a corporation is no more the
creation of a corporation than the changing of the name of
a natural person is begetting of a natural person.
6. A change in corporate name does not make a new
corporation, whether effected by a special act or under a
general law. It has no effect on the identity of the
corporation, or on its property, rights, or liabilities. The
corporation, upon such change in its name, is in no sense a
new corporation, nor the successor of the original
corporation. It is the same corporation with a different
name, and its character is in no respect changed.
7. Zeta and Zuellig remained one and the same corporation.
Zuellig was a continuation of Zeta’s corporate being. It had
the same obligation to honor Zeta’s obligations, including
respecting Ronaldo’s security of tenure.

ISSUE/S:
1. WON Ronaldo was illegally dismissed – YES

RULING: Petition for review is denied for lack of merit.

RATIO:
1. The cessation of business by Zeta was not a bona fide
closure as contemplated in the valid grounds for
termination of employment in the Labor Code
a. LC 283: Closure of establishment and reduction of
personnel. – The employer may also terminate the
employment of any employee due to the installation of
labor-saving devices, redundancy, retrenchment to
prevent losses or the closing or cessation of operation
of the establishment or undertaking unless the closing
is for the purpose of circumventing the provisions of
this Title, by serving a written notice on the workers
and the DOLE at least 1 month before the intended