ALEXYLLE ROSE GARSULA CONCEPCION Page | 17

UNIVERSITY OF THE PHILIPPINES LAW CENTERINSTITUTE OF JUDICIAL ADMINISTRATION

PARA-LEGAL TRAINING PROGRAMFOR LAW STUDENTS AND TRADE UNIONISITSTUCP TRAINING CENTER, ELLIPTICAL ROAD, Q.C.24 FEBRUARY 1999, 9 AM - 12 NNCOLLECTIVE BARGAINING AGREEMENT:LEGAL AND PRACTICAL ASPECTS OF NEGOTIATION AND ADMINISTRATIONAtty. Ada D. AbadAntonio H. Abad & Associates Law Offices

A. PRELIMINARY CONSIDERATIONSLECTURE:Why do you suppose collective bargaining is mandated by the Constitution? Why is it so important as to ensure that workers be collectively given a chance to participate in the policy and decision-making processes, especially when it affects the terms and conditions of their work? As a worker or an employee, the most ideal situation which could be envisioned is that he will be able to dictate the terms and conditions of his work, even including how much he will be paid, the manner and method by which he will work, and such other terms and conditions. But that is not usually the case. In practical terms, the terms and conditions of employment are usually dictated upon by the employer at the time of the hiring of the employee. In a sense, the contract of employment (if ever there is one) is in the nature of a contract of adhesion, e.g., there is already a printed form enumerating the terms and conditions of employment and the employee takes it or leaves it. From the time of hiring, you can already note the inherent inequality between management and labor. Thus, in cognizance of this inherent inequality in industrial relations, the State has provided constitutional guarantees to correct the same.1. Constitutional and statutory basis; concept and rationale of collective bargainingConsti., Art. 13, sec. 3. The State shall afford full protection to labor, local and overseas, organized and unorganized, and promote full employment and equality of employment opportunities for all.It shall guarantee the rights of all workers to self-organization, collective bargaining and negotiations, and peaceful concerted activities, including the right to strike in accordance with law. They shall be entitled to security of tenure, humane conditions of work, and a living wage. They shall also participate in policy and decision-making processes affecting their rights and benefits as may be provided by law. The State shall promote the principle of shared responsibility between workers and employers, and the preferential use of voluntary modes in settling disputes, including conciliation, and shall enforce their mutual compliance therewith to foster industrial peace.The State shall regulate the relations between the workers and employers, recognizing the right of labor to its just share in the fruits of production, and the right of entrepreneurs to reasonable returns on investments, and to expansion and growth.Art. 211 (a), Labor Code cf. Art. 255, LCArt. 211.Declaration of policy.-- It is the policy of the State: (a) to promote and emphasize the primacy of free collective bargaining and negotiations, as modes of settling labor or industrial dispute.Art. 255.Exclusive bargaining representation and workers participation in policy and decision-making.-- The labor organization designated orselected by a majority of the employees in an appropriate bargaining unit shall be the exclusive representative of the employees in such unit for the purpose of collective bargaining. However, an individual employee or a group of employees shall have the right at any time to present grievances to their employer. Any provision of the law to the contrary notwithstanding, workers shall have the right, subject to such rules and regulations as the Secretary of Labor and Employment may promulgate, the participate in policy and decision-making processes of the establishment where they are employed insofar as said processes will directly affect their rights, benefits and welfare. For this purpose, workers and employers may form labor-management councils: Provided, that the representatives of the workers in such labor-management councils shall be elected by at least the majority of all employees in said establishment.Kiok Loy vs. NLRC, 141 SCRA 179 (1986) Collective bargaining which is defined asnegotiations towards a collective agreement, is one of the democratic frameworks under the New Labor Code, designed to stabilize the relation between labor and management, and to create a climate of sound and stable industrial peace. It is a mutual resonsibility of the employer and the union, and is characterized as a legal obligation. So much so that Art. 249 (g) of the Labor Code makes it a ULP for the employer to reufse to meet and convene promptly and expeditiously in good faith for the purpose of negotiating an agreement with respect to wages, hours of work and all other terms and conditions of employment, including proposals for adjusting any grievance or question arising under such an agreement, and executing a contract incorporating such an agreement, if requested by either party.Caltex Refinery Empl. Union vs. Brillantes, 279 SCRA 218 (1997) Bargaining is not equivalent to an adversarial litigation where rights and obligations are delineated and remedies applied. It is simply a process of finding a reasonable solution to a conflict and harmonizing opposite positions into a fair and reasonable compromise.AHAs simple definition: Collective bargaining is a procedure looking towards the execution of a labor contract between the employer and the bargaining agent, regarding wages, hours of work and other terms and conditions of employment.2. PARTIES TO COLLECTIVE BARGAININGBasically: (a) the employer, as represented by the members of the Management panel; and (b) the employees, as represented by the union certified as the exclusive bargaining agent/representative in a certification election called for such purpose.Note 1:The duty to bargain collectively exists only between the employer and the employees. Hence, in the case of Planters Products Employees Union vs. Planters Products where a company employed an independent contractor who had his own employees assigned to the plant, the unionized contract workers cannot demand for collective bargaining with the company, inasmuch as they are employees of the contractor and not of the company.Note 2: As regards the bargaining representative:(a) The union representative need not be an employee in the unit. However, the union officer must an employee in the unit. (Example: Union which is certified as the exclusive bargaining agent may be represented by the officers of the federation to which it is affiliated, during the collective bargaining negotiations.)(b) The union that gets the majority vote in a certification election, once it is certified as the exclusive bargaining agent, does not act for its members alone. It represents all the employees in the bargaining unit. (Mactan Workers Union vs. Aboitiz).2.1 Definition of the appropriate bargaining unit-Dept. Order No. 9 (April 1997), Rule I, Sec. 1 (q)-Bargaining unit refers to a group of employees sharing mutual interests within a given employer unit, comprised of all or less than all of the entire body of employees in the employer unit or any specific occupational or geographical grouping within such employer unit.Golden Farms vs. Sec. of Labor, 234 SCRA 517- A bargaining unit has been defined as a group of employees of a given employer, comprised of all or less than all of the entire body of employees, which the collective interest of all of the employees indicate to be best suited to serve the reciprocal rights and duties of the parties under the collective bargaining provision of the law.NOTE: HOW TO DETERMINE THE APPROPRIATE BARGAINING UNITSan Miguel Corp. vs. Laguesma, 236 SCRA 595The fundamental factors in determining the appropriate collective bargaining unit are: (1) the will of the employees [Globe doctrine]; (2) the the affinity and unity of the employees interests, such as the substantial similarity of work and duties, or of compensation and working conditions [Substantial or Mutual Interests rule; community of interest]; (3) prior collective bargaining history; and (4) similarity of employment status.Toyota Motor Phils. vs. Toyota MP Labor Union, 268 SCRA 571 (1997)According to Rothenberg, an appropriate bargaining unit is a group of employees of a given employer, composed of all or less than all of the employees which the collective interest of all of the employees indicate to be best suited to serve the reciprocal rights and duties of the parties under the collective bargaining provision of the law. InBelyca Corporation vs. Ferrer-Calleja, we defined the bargaining unit as thelegal collectivity for purposes of collective bargaining purposes whose members have substantially mutual bargaining interests in terms and conditions of employment as will assure to all employees their collective bargaining rights.2.2 Generally -- community of interestThe determinative factor in finding out what kind of workers may properly constitute an appropriate bargaining unit is the SUBSTANTIAL SIMILARITY OF WORK AND DUTIES. The most efficatious bargaining unit is one which is comprised of workers enjoying COMMUNITY OR MUTUALITY OF INTERESTS. This is so because the basic test of a bargaining units acceptability is whether it will best assure to all the employees concerned of the exercise of their collective bargaining rights.Phil. Land-Air-Sea Labor Union vs. CIR, 110 Phil. 176In making judgments about community of interests, the Board will look to the following factors: (1) similarity in scale and manner of determining earnings; (2) similarity in employments benefits, hours of work, and other terms and conditions of employment; (3) similarity in the kind of work performed; (4) similarity in the qualifications, skills and training of employees; (5) frequency of contact or interchange between the employees; (6) geographic proximity; (7) continuity or integration of production processes; (8) common supervision and determination of collective bargaining; (9) history of collective bargaining; (10) desires of the affected employees; and (11) extent of union organization.Pagkakaisa ng Manggagawa sa Triumph vs. Calleja, 181 SCRA 119Where the supervisory employees sought to be represetned by the union are actuallyNOTINVOLVEDin policy making, and their recommendatory powers are not even instantly effective since they are subject to review by at least three (3) managers (dept. mgr., personnel mgr. And general manager), then it is evident that these employees doe not possess managerial status.The fact that their work designations are either managerial or supervisory is of no moment, considering that it is the nature of their functions and NOT SAID NOMENCLATURES which determines their respective status.A careful examination of the records of this case reveals no evidence that rules out the commonality or community of interest among the rank-and-file members of the petitioners, and the herein declared rank-and-file members of the respondent union. Instead of forming another bargaining unit, the law requires them to be members of the existing one.The ends of unionism are better served if all the rank-and-file members with substantially the same interests and who invoke their right to self-organization are part of a single unit so they can deal with their ER with JUST ONE AND YET POTENT VOICE. The Ees bargaining power with management is strengthened thereby.San Miguel vs. Laguesma, 236 SCRA 595Facts: Petition for CE of North Luzon Magnolia Sales Force, seeking to represent all regular sales personnel of Magnolia in the North Luzon area. This was opposed by the company, on the ground of prior bargaining history, re: each sales office/plant/warehouse to be considered a separate bargaining unit.Decision: Existence of prior bargaining history is neither decisive nor conclusive in determination of an appropriate bargaining unit, the more decisive being the mutuality or community of interest in terms of the employment conditions and type of work performed. .contra:SMC Employees Union vs. Confesor, 262 SCRA 81 [1996]Spin-off of Magnolia and San Miguel Foods Companies from the San Miguel Corporation as separate corporate entities. Existing CBA included all four divisions. During the renewal or renegotiation for two years on the economic provisions, spin-off corporations were already in existence. The Union insisted that the employees of the spun-off corporations were still to be considered as part of the appropriate bargaining unit.Decision: Considering the spin-off, the companies would consequently have their respective and distinctive concerns in terms of the nature of work, wages, hours of work and other conditions of employment. The interests of the employees in different companies would perforce differ. SMC is engaged in beer manufacturing; Magnolia with manufacturing and processing of dairy products; SM Foods with production of feeds and processing of chicken. The nature of the products and sales of business may require diff. Skills which must necessarily be commensurated by different compensation packages; different volumes of work and working conditions.It would then be best to have separate bargaining units for different companies where the employees can bargain separately accdg. to their needs and working conditions.2.3 Globe Doctrine -- desire of employeesThe desires of the employees are relevant to the determination of the appropriate bargaining unit, but not controlling under this jurisdiction. It is only when, all other considerations being equally balanced, the determining factor would be the desire of the employees themselves.Globe Machine, 3 NLRB 294 [1937]Three AFL unions representing different categories of employees (metal polishers and buffers; punch press operators; others) of Globe Machine filed petitions for CE. Another union (UAW) intervened, claiming representation of all production and maintenance workers.Three unions contended that it would be most feasible to have separate bargaining units, and that there was a previous bargaining history of separate units.UAW contended that the interrelational and interdependence of the various units constitute proof of feasibility of one company-one union policy, and was shown by negotiation of plant-wide agreement (not CBA).NLRB ruled that in such a case where all other considerations being equally balanced, the determining factor would be the desire of the employees themselves.2.4One Company - One Union; modifications under Rep. Act. No. 6715LECTURE:The proliferation of unions in a single employer unit is discouraged as a matter of policy unless there are compelling reasons which would deny a certain class of employees the right to self-org. for purposes of collective bargaining.Thus: Managerial employees are prohibited by law to join, assist or form labor union; supervisory are prohibited from joining rank-and-file.Article 245, Labor Code.Ineligibility of managerial employees to join any labor organization; right of supervisory employees. Managerial employees are not eligible to join, assist or form any labor organization. Supervisory employees shall not be eligible for membership in a labor organization of the rank-and-file employees, but may join, assist or form separate labor organizations of their own.Philtranco vs. BLR, 174 SCRA 388It is natural in almost all fairly sized corporations to havedifferent groups of workers discharging different functions. No company could possibly have all employees performing exactly the same work. Variety of tasks is to be expected. It would not be in the interest of sound mgmt.-labor relations if each group of employees were to be allowed to form their own separate bargaining unit.Certainly there is commonality in interests of all workers: they are all interested in the progress of their company and in each worker sharing the fruits of their endeavors equitably and generously. While there may be differences in the nature of their individual jobs, such difference is not substantial as to warrant the formation of separate unions.Indophil Textile Mills Workers Union vs. Calica, 205 SCRA 697Acrylic Indophil Corporation cannot be considered an extension of IndophilCorporation, as to cover in one bargaining unit all employees thereof. Note separate corporate entities: doctrine of piercing the veil of corporate entity not applied.Knitjoy Manufacturing vs. Ferrer-Calleja, 214 SCRA 174Article 245 of Labor Code expressly allows for supervisory employees who are not performing managerial functions to join, assist or form unions, but bars them from membership in the rank-and-file. The provisions obviously allows more than one union in the company.Toyota Motor Phils. vs. Toyota MP Labor Union, 268 SCRA 571 (1997)A labor organization composed of both rank-and-file and supervisory employees is no labor organization at all. It cannot, for any guise or purpose, be a legitimate labor organization, and consequently, cannot have the right to file a petition for CE for purposes of collective bargaining. It becomes necessary therefore, anterior to the granting of an order allowing for a CE, to inquire into the composition of any labor organization whenever the status of the labor org is challenged on the basis of Art. 245 of the Labor Code.Supervisory employees: those who, in the interest of the employer, effectively recommend managerial actions if the exercise of such authority is not merely routinary or clerical in naturebut require the use of independent judgment.In relation to:Managerial employees: one who is vested with powers or prerogatives to lay down an dexecute management policies, including right to hire, transfer, suspend, lay-off and recall.Villuga vs. NLRC: A managerial employee is one whose: (a) primary duties consists of performance of work directly related to management policies; (b) customarily and regularly exercises discretion and independent judgment relative thereto; (c) regularly and directly assists in the management of the establishment; (d) does not devote 20% of his time to work other than those described above.3. Duty to bargain collectively 3.1 Defined:Art. 252, Labor Code.Meaning of duty to bargain collectively. --The duty to bargain collectively meansTHE PERFORMANCE OF A MUTUAL OBLIGATION TO MEET AND CONVENE PROMPTLY AND EXPEDITIOUSLY IN GOOD FAITH FOR THE PURPOSE OF NEGOTIATING AN AGREEMENT WITH RESPECT TO THE WAGES, HOURS OF WORK AND ALL OTHER TERMS AND CONDITIONS OF EMPLOYMENTincluding proposals for adjusting any grievances or questions arising under such agreement and executing a contract incorporating such agreements if requested by either party, but such duty does not compel any party to agree to a proposal or to make any concession.Kiok Loy vs. NLRC, supra.Sweden Ice cream company, with an already certified union. Company given CBA proposals and request for counter-proposal. Company ignored the request. Union filed a case for ULP after notice of strike. NLRC for Union and declared the proposals as the CBA.3.2 When duty to bargain exists/begins a) In the absence of a CBAArt. 251, Labor Code.Duty to bargain collectively in the absence of collective bargaining agreements. -- In the absence of an agreement or other voluntary arrangement providing for a more expeditious manner of collective bargaining, it shall be the duty of the employer and the representatives of the employees to bargain collectively in accordance with the provisions of this Code.Lakas Manggagawa vs. Marcelo, 12 Nov. 1982It is essential to the right of a putative bargaining agent to represet the employees that it be the delegate of a majority of the employees, and conversely,AN EMPLOYER IS UNDER DUTY TO BARGAIN COLLECTIVELY ONLY WHEN THE BARGAINING AGENT IS REPRESENTATIVE OF THE MAJORITY OF THE EMPLOYEES.A natural consequence of this is that the employer has the right to demand of the asserted bargaining agent proof of its representation of its employees.Having the right to demonstration of this fact, it is not unfair labor practice for an employer to refuse to negotiate until the asserted bargaining agent has presented reasonable proof of majority representation. It is necessary however that the demand be made in good faith, and not merely as a pretext or device for delay or evasion. The employers right is however subject to reasonable proof only.b) With the existence of a CBA - only during freedom period Art. 253, Labor Code.Duty to bargain collectively when there exists a collective bargaining agreement. -- When there is a collective bargaining agreement, the duty to bargain collectively shall also mean that neither party shall terminate nor modify such agreement during its lifetime.HOWEVER, EITHER PARTY CAN SERVE A WRITTEN NOTICE TO TERMINATE OR MODIFY THE AGREEMENTAT LEAST SIXTY (60) DAYS PRIOR TO ITS EXPIRATION DATE. It shall be the duty of both parties to keep the status quo and to continue in full force and effect the terms and conditions of the existing agreement during the 60-day period and/or until a new agreement is reached by the parties.Note 1. When there is a collective bargaining agreement, the duty to bargain collectively shall also meanthat neither party shall terminate or modify such agreement during its lifetime.However, either party can serve a written notice to terminate or modify the agreement at least 60 days prior to the expiration day.It shall be the duty of each party to keep the status quo and to continue in full force and effect the terms and conditions of the existing CBA during the 60-day period, and/or until a new agreement is reached by the parties.Note 2: As regards CBA about to expire, the law provides for anAUTOMATIC RENEWAL CLAUSE, e.g., that the terms and conditions of the existing CBA shall continue to be in full force and effect during the sixty-day freedom period (Union of Filipro Ees. vs. NLRC, 192 SCRA 414), or until a new CBA is reached. Thus, depiste the lapse of the effectivity of the old CBA, the law considers the same as continuing in full force and effect until a new CBA is executed. (Lopez Sugar vs. FFW, 30 Aug. 1990)Note 3: In both instances however, the duty to bargain collectively is therefore an obligation of both the employer and the employees/union.3.3 Effect of refusal to bargain - constitutes ULP under Art. 248 (g)Art. 248 (g), Labor Code.Unfair labor practices of employers. --To violate the duty to bargain collectively as prescribed by this Code.If the employer is guilty of violating the duty to bargain collectively in good faith, the employer may be held guilty of ULP under Art. 258 (g). Furthermore, the unions draft CBA proposals may unilaterally be imposed upon the employer as the collective bargaining agreement to govern their relationship. Hence, the case of Divine Word.Divine Word Univ. vs. NLRC, 213 SCRA 759Petitioners contention that the Unions proposal may not be unilaterally imposed on it on the ground that a CBA is a contract where in the consent of both parties is indispensable, is devoid of merit.A similar argument has already been disregarded in the case of KIOK LOY, where the SC upheld the order of the NLRC declaring the unions draft CBA proposal as the collective agreement which should govern the relationship between the parties. That case is applicable because of the similarities: (a) the union made a definite request to bargain and submitted its bargaining proposals; (b) the University made no counter-proposal whatsoever.As stated in Kiok Loy,a companys refusal to make counter proposals, if considered in relation to the entire bargaining process, may indicate bad faith, and this is especially true where the Unions request for the counter-proposal is left unanswered. While it is not obligatory for either party to precipitately accept or agree to the proposals of the other, an erring party should not be tolerated and allowed with impunity to resort to schemes feigning negotiations by going through empty gestures.Hence, Divine Word may not validly assert that its consent should be a primordial consideration in the bargaining process.By its acts, no less that its inaction which bespeck of its sincerity, it has forfeited whatever rights it could have asserted as an employer.3.4 When duty to bargain ceases1.Upon actual loss of majority status of the bargaining representative without fault of the employer; or2. Where a representation question or dispute has arisen in the unit.B. COLLECTIVE BARGAINING NEGOTIATIONS A PRACTICAL GUIDE IN HANDLING CBA NEGOTIATIONSAs had been intimated earlier, the constitutional guarantee of the workers right to collective bargaining is an implicit cognizance of the inherent inequality in the economic relationship between labor and management. Management controls and owns the capital, the disposition and direction of which is entirely within management prerogatives, in its quest for PROFITS.On the other hand, the workers are economically dependent upon capital, and hence, the weaker of the two. Note however that despite this, there is no gainsaying the fact that without the workers efforts, profits could not be had. Thus, it is but just that they should be given their equitable share in the profits.In the context of a depressed economy such as ours, and the lack of employment opportunities, employer-employee relationships may thus be subject to abuses by management. Hence, the State regulates the relationship through the promulgation and implementation of laws which are intended to protect the interests of labor. One such right is thus collective bargaining.1. Submission of ProposalsAs intimated earlier, collective bargaining allows for a means toward the ideal laissez faire condition, where the employees stand on a more or less equal footing with the employer, in threshing out the conditions and terms of their employment.It is in pursuance of the better terms and conditions of their employment that the Union would seek vast improvements therein. Thus, in the submission of their proposals, the Union usually maximizes their proposals (SUNTOK SA BUWAN), in cognizance that these proposals will usually be whittled down during the negotiation proper.On the other hand, the Company will usually maintain a very conservative stand. In the context of its quest for profits, the Company will as much as possible not want to give anything more than that which is mandated by law. Thus, this is where the bargaining power and the relative strength of the Union comes in. This is in turn, backed up by its constitutional rights to strike and to undertake concerted activities --- but note that this must all be done in accordance with law.2. Composition of Panels; requirements2.1 Appointment of the members of the respective panels; by whose authorityFor the management panel: by authority of the President or the Board of Directors/Trustees, depending upon the By-laws of the corporation.Usually, Board of Directors/Trustees give authority by way of a resolution passed and approved during a regular meeting, there being a quorum to transact business.For the union panel: usually the officers of the union are members of the panel, duly given authority by their own Board.2.2 Presentation of the appropriate Special Power of Attorney2.3 Identification of Chairman and RecorderChairman:note that it is only the chairman that can bind their respective panel.Recorder: to ensure the recording of the minutes of each meeting or conference. The minutes are useful later, in case there arises a question of the interpretation and/or implementation of the CBA provisions.3. Determination of ground rules (on 1stmtg.3.1 What will be considered as Working Documents e.g., Existing CBA and the proposals of UnionThe following documents may considered as the working documents of the CBA negotiations: (a) Original CBA; (b) Proposals of the Union for a new CBA; and (c) Counter-proposals of the Management shall be considered as references.3.2 QuorumThe quorum for business to be transacted shall be at least: (a) three [3] members for the Management Panel; and (b) three [3] members for the Union Panel.3.3 PostponementIt may be agreed by both panels that should a postponement be necessary, to inform the other panel, in writing, of such postponement within twenty four (24) hours. Should the Union request for a postponement, such notice should be addressed to Chairman or Recorder of the Management panel; should the Management request for a postponement, such notice should be addressed to the President of the Union or the recorder.3.4 Recording of the MinutesBoth panels should appoint their respective recording secretary.(The recording secretary for the Institute shall be Ms. Rosanna Roces, while the recording secretary for the Union panel shall be Ms. Ara Mina).Both recording secretaries shall consult with each other and make the common minutes for the past meeting.Mechanics: The Union recording secretary may fax their minutes to the Management recording secretary who will make the common minutes. The common minutes must be faxed at least one (1) day immediately prior to the next scheduled meeting, in order that the Union may review the same.3.5 Signing of the Common MinutesThe common minutes should all be signedbefore the actual start of the negotiations. Hence, any correction, amendments or modifications to the common minutes must be made prior to the start of the negotiations.3.6 Order of Discussion or NegotiationsBoth panels may agree to discuss non-economic provisions first (inclusive of political and union rights), prior to the discussion on all economic provisions.ORBoth panels may agree to follow the order provided in the Working Documents (CBA 1996) in accordance with the above priority.3.7 Setting of the AgendaIn order that the discussions per meeting will be both fast and productive, both panel should agree that before adjournment of each meeting, that they will enumerate the agenda for discussion on the next meeting.3.8 Related expensesIt was agreed that expenses for the collective bargaining negotiations pertaining to merienda, shall be for the account of the Management.3.9 RecessRecess during negotiations shall be allowed upon request of either panel.3.10 Venue, frequency and time of meetingsUsually better to set it at a particular day and time, e.g., every Friday at 10:00 a.m. Note that for union members, this is considered time-in.The time frame per each meeting may be extended by mutual consent of both parties, should the same be deemed necessary under the circumstances.4. What are Bargainable Issues - Art. 252, LCArt. 252, Labor Code.Meaning of duty to bargain collectively. --The duty to bargain collectively means the performance of a mutual obligation to meet and convene promptly and expeditiously in good faith for the purpose of negotiating an agreement with respect tothe wages, hours of work and all other terms and conditions of employment including proposals for adjusting any grievances or questions arising under such agreement and executing a contract incorporating such agreements if requested by either party, but such duty does not compel any party to agree to a proposal or to make any concession.4.1 Mandatory Subjectsa. As regards minimum standards provided by the Labor Code and effect of substandard contractPhil. Am. Mgmt. vs. Phil. Am. Ees. Assn., 51 SCRA 98 (1971)There is an area placed beyond the sphere of bargaining between the parties. Included therein is the question of minimum wages. It is understandable why it is so.For legislation of that character proceeds from the premise that THERE IS A FLOOR BELOW WHICH THE AMOUNT PAID LABOR SHOULD NOT FALL. That is to assrue decent living conditions. Such an enactment is compoulsory in nature; not even the consent of the employees themselves suffices to defeat its operation.MORE PLAINLY PUT, THE QUESTION OF MINIMUM WAGES IS NOT NEGOTIABLE. What the law decrees must be obeyed. It is as simple as that.NOTE: By entering into a sub-minimum contract, there arises a cause of action on the part of the affected employees toDECERTIFYthe Union (Article 239, LC).Nestle Phils. vs. NLRC, 193 SCRA 504 (1991)The companys contention that the retirement plan being non-contributory and hence, non-negotiable, is not well-taken. The NLRC correctly observed that the inclusion of the retirement plan in the CBA as part of the package of economic benefits extended by the company to its employees to provide them a measure of financial security after they shall have ceased to be employed in the company, reward their loyalty, boost their morale and efficiency, and promote industrial peace, gives a consensual character to the plan so that it may not be terminated or modified at will by either party.The fact that the retirement plan is non-contributory (i.e. that the employees do not contribute anything to the operation of the plan) does not make it a non-issue in CBA negotiations. As a matter of fact, almost all of the benefits which the company has granted to its employees are non-contributory, such as salary increases, rice allowances, mid-year bonuses, 13thand 14thmonth pay, seniority pay, medical and hospitalization plans, health and dental services, vacation, sick and other leaves with pay, are non-contributory.b. Grievance procedure and voluntary arbitrationThe grievance machinery as provided in the CBA usually defines the following: (a) composition of the panel; (b) procedure at plant level; and (c) what is to be considered as a grievance. If the definition includes ULP as subject to the grievance procedure, a strike in violation of its terms will be illegal.PROCEDURE UNDER THE LAW AFTER GRIEVANCE MACHINERY PLANT LEVEL:Under the Labor Code, all grievances submitted to the grievance machinery which are not settled within 7 calendar days from the date of its submission shall automatically be referred to voluntary arbitration prescribed in the CBA (Art. 260, LC).For this purpose, parties to a CBA shall name and designate in advance a Voluntary Arbitrator or panel of Voluntary Arbitrators, or include in the agreement a procedure for the selection of such VA or panel of VAs, preferably from a listing of qualified VAs duly accredited by the Board.The VA or panel of VAs shall have original and exclusive jurisdiction to hear and decide all unresolved grievances arising from the jurisdiction to hear and decide all unresolved grievances arising from the interpretation or implementation of the CBA and those arising from the interpretation or enforcement of company personnel policies.Violations of a CBA, except those which are gross in character, shall no longer be treated as unfair labor practice and shall be resolved as grievances under the CBA. Gross violations of the CBA shall mean flagrant and/or malicious refusal to comply with the economic provisions of the agreement (Art. 260, LC).The Commission, its Regional Offices and the Regional Directors of the Department of Labor & Employment shall not entertain disputes, grievances or matters under the exclusive and original jurisdiction of the VA or VA panel and shall immediately dispose and refer the same to the Grievance Machinery or Voluntary Arbitration provided in the CBA (Art. 261, LC).The VA or VA panel, upon agreement of the parties, shall also hear and decide all other labor disputes including unfair labor practices (ULPs) and bargaining deadlocks (Art. 262, LC).The VA shall have the power to hold hearings, receive evidence and take whatever action is necessary to resolve the issue/s subject to the dispute, including efforts to effect a voluntary settlement between the parties.All parties to the dispute shall be entitled to attend the arbitration proceedings. The attendance of any third party or the exclusion of any witness from the proceedings shall be determined by the VA or VA panel. Hearings may be adjourned for cause or upon agreement by the parties.Unless the parties agree otherwise, it shall be mandatory for the VA or the VA panel to render an award or decision within 20 calendar days from the date of submission of the dispute to VA.c. union dues, special assessmentArt. 241, Labor Code.Rights and conditions of membership in a labor organization (g) No officer, agent or member of a labor organization shall collect any fees, dues or other contributions in its behalf or make any disbursement of its money or funds unless he is duly authorized pursuant to its constitution and by-laws;(h) Every payment of fees, dues or other contributions by a member shall be evidenced by a receipt signed by the officer or agent making the collection and entered into the record of the organization to be kept and maintained for the purpose;(n) No special assessment or other extraordinary fees may be levied upon the members of a labor organization unless authorized by a written resolution of a majority of all the members of a general membership meeting duly called for the purpose. The secretary of the organization shall record the minutes of the meeting including the list of all members present, the votes cast, the purpose of the special assessment or fees and the recipient of such assessment or fees. The record shall be attested to by the president.(o) Other than for mandatory activities under the Code, no special assessments, attorneys fees, negotiation fees or any other extraordinary fees may be checked off from any amount due to an employee, without an individual written authorization duly signed by the employee. The authorization should specifically state the amount, purpose and beneficiary of the deduction, if any.xxx Any violation of the above rights and conditions of membership shall be a ground for the cancellation of union registration or expulsion of officer from office, whichever is appropriate. At least thirty percent (30%) of all the members of a union or any member or members specifically concerned may report such violation to the Bureau. xxxArt. 222 (b), Labor Code.Appearances and fees. --(b) No attorneys fees, negotiation fees or similar charges of any kind arising from any collective bargaining negotiations or conclusion of the collective agreement shall be imposed on any individual member of the contracting union;Provided, however, that attorneys fees may be charged against union funds in an amount to be agreed upon by the parties. Any contract, agreement or arrangement of any sort to the contrary shall be null and void.Palacol vs. Calleja, 26 Feb. 1990THE SPECIAL ASSESSMENT IN THIS CASE WAS DECLARED INVALID.A special assessment cannot be validly deducted by the Union certified as coll. barg. agent from the lump-sum pay of its members granted under the CBA,especially so that there had been subsequent disauthorizations by the majority of the union members, and that the procedure for imposition of special assessment provided by the Labor Code was not followed.Special assessment was for purposes of putting up a cooperative and credit union, for purchase of vehicles and other items needed for the benefit of the officers and general membership, and for payment of services rendered by union members. Allocation thereof at discretion of Union President.The Union, contrary to the legal procedure, held local membership meetings on different occasion, on different dates and various venues. It submitted only minutes of said meetings when what is required is a written resolution adopted at the general meeting. Worse, only a union director recorded the minutes and not the secretary, no record of votes or list of members present.d. No Strike - No Lock-out clauseExample:MANAGEMENT and UNION agree that the way to preserve job security and improve the welfare of the employees is to increase the goodwill xxx. It is therefore to the mutual interest of both parties that the business of the company will continue without inconvenience to the public, and as such, MANAGEMENT and UNION agree as follows:1. UNION agrees that there shall be no strike, walk-outs, stoppage, slowdown, boycotts, xxx whether sympathetic or general, during the effectivity of this CBA.2. MANAGEMENT agrees that there shall be no lock-out during the effectivity of this CBA.The No Strike-No Lockout Clause is not an infringement or undue restriction of the constitutional right to strike, because said clause is applicable only to ECONOMIC STRIKES, but not to ULP strikes. In other words, even during the effectivity of the CBA, the Union may still strike if the company commits ULP as enumerated in Article 248 of the Labor Code. (PHIL. METAL FOUNDRIES VS. CIR, 90 SCRA 135)General rule:A No strike - No Lock-out clause applies only to economic strikes, and not to ULP strike. (Phil. Metal Foundries case).Exception:(butthis is no longer controlling; already overturned and modified by the new rules which reverts back to the Phil. Metal Foundries case)When the CBA provides for a conclusive arbitration clause, in which case, even ULP strikes are subject to the no-strike no lock-out clause. (Union of Filipro vs. Nestle Phils.)4.2 Other non-mandatory subjectsa. Management prerogatives clauseThe above provisions notwithstanding, MANAGEMENT is not precluded from exercising its management prerogatives, including but not limited to the exclusive right to hire and appoint employees subject to such reasonable rules and regulations it may prescribe, to transfer, demote, suspend, lay-off, dismiss or impose any form of disciplinary action upon its employees, or such other matters relative to the conduct of the business of the company.b. Union security clauses (union shop/closed shop, etc.)Example 1:MANAGEMENT agrees to require as a condition of employment for those employees within the bargaining unit who are either members of the ABC FEDERATION on the date of the effectivity of this CBA, or may join the union during the effectivity of this Agreement, and that they shall not voluntarily resign from the union earlier than 60 days prior to expiration of this Agreement. xxxExample 2:Section 1. Employees of the COMPANY who at the signing of this Agreement are members of the UNION and those who subsequently become members thereof shall maintain their membership with the UNION for the duration of this Agreement as a condition of employment.Section 2. Members of the Union who cease to be members of the UNION in good standing by reason of resignation or expulsion shall not be retained in the employment of the COMPANY.NOTE: A Union security clause cannot have any retroactive effect under Article 248 of the Labor Code, and as such, will not apply to employees who are already members of another union at the time of the effectivity of the CBA.ART. 248. Unfair labor practices of employers. - It shall be unlawful for an employer to commit any of the following unfair labor practice:xxx(e) To discriminate in regard to wages, hours of work, and other terms and conditions of employment in order to encourage or discourage membership in any labor organization.Nothing in this Code or in any other law shall stop the parties from requiring membership in a recognized collective bargaining agent as a condition for employment, except those employees who are already members of another union at the time of the signing of the collective bargaining agreement. Employees of an appropriate collective bargaining unit who are not members of the recognized collective bargaining agent may be assessed a reasonable fee equivalent to the dues and other fees paid by members of the recognized collective bargaining agent, if such non-union members accept the benefits under the collective agreement: Provided, that the individual authorization required under Article 242, paragraph (o) of this Code shall not apply to the non-members of the recognized collective bargaining agent;c. Signing bonus:Caltex Refinery Assn. vs. Brillantes, 279 SCRA 218Although proposed by petitioner UNION, the signing bonus was not accepted by the Company. Besides, a signing bonus is not a benefit which may be demanded under the law. Rather, it is now claimed by petitioner Union under the principle of maintenance of existing benefits of the old CBA.However, as clearly explained by the respondent Company, a signing bonus may not be demanded as a matter of right. If it is not agreed upon by the parties, or unilaterally offered as an additional incentive by the company, the condition for awarding it must be duly satisfied. In the present case, the condition sine qua non for its grant a non-strike was not complied with.5. Bargaining Deadlock5.1 When is there a deadlock in collective bargainingDeadlock is defined as the counteraction of things producing an entire stoppage; a state of inaction or of neutralizaiton caused by the opposition of persons or factions;STANDSTILL.During negotiations, it is a situation where both parties have reached a point beyond which there is no longer any compromise, e.g., unacceptable. The word is synonymous to an impasse, which in labor relations law, presupposes reasonable effort at good faith bargaining which, despite noble intentions, does not conclude in an agreement between the parties.Capitol Medical Center Alliance of Concerned Employeesvs. Laguesma, 267 SCRA 503 (1997)In the case of Divine Word University of Tacloban vs. Secretary of Labor and Employment, we had the occasion to define what a deadlock is, viz:A deadlock is xxx the counterclaim of things producing entire stoppage; xxx. There is a deadlock when there is a complete blocking or stoppage resulting from the action of equal and opposed forces xxx. The word is synonymous with the word impasse, which xxx presupposes reasonable effort at good faith bargaining which, despite noble intentions, does not conclude in agreement between the parties.If the law proscribes the conduct of a certification election when there is a bargaining deadlock submitted to conciliation or arbitration, with more reason should it not be conducted if, despite attempts to bring an employer to the negotiation table by the certified bargaining agent, there was no reasonable effort in good faith on the part of the employer to bargain collectively.This is what is strikingly different between the Kaisahan case and the case at bench for in the latter case, there was proof that the certified bargaining agent, respondent union, had taken an action to legally coerce the employer to comply with its statutory duty to bargain collectively, i.e., charging the employer with unfair labor practice and conducting a strike in protest against the employer' refusal to bargain.It is only just and equitable that the circumstances in this case should be considered as similar in nature to a bargaining deadlock when no certification election could be held. This is also to make sure that no floodgates will be opened for the circumvention of the law by unscrupulous employers to prevent any certified bargaining agent from negotiating a CBA.THUS, SECTION 3, RULE V, BOOK V OF THE IMPLEMENTING RULES SHOULD BE INTERPRETED LIBERALLY SO AS TO INCLUDE A CIRCUMSTANCE, E.G. WHERE A CBA COULD NOT BE CONCLUDED DUE TO THE FAILURE OF ONE PARTY TO WILLINGLY PERFORM ITS DUTY TO BARGAIN COLLECTIVELY.5.2 Remedies - Notice of strike or notice of lock-out 30-day cooling-period and 7-day strike ban.Art. 263 (c), Labor Code.Strikes, picketing and lock-outs. --(c)In cases ofbargaining deadlocks, the duly certified or recognized bargaining agent may file a notice of strike or the employer may file a notice of lock-out with the Ministry (Department)at least 30 days before the intended date thereof.In cases of unfair labor practice, the period of notice shall be 15 daysand in the absence of a duly certified or recognized bargaining agent, the notice of strike may be filed by any legitimate labor organization in behalf of its members. However, in case of dismissal from employment of union officers duly elected in accordance with the union constitution and by-laws, which may constitute union busting where the existence of the union is threatened, the 15-day cooling off period shall not apply, and the union may take action accordingly.(f)A decision to declare a strike must be approved by a majority of the total union membership in the bargaining unit concerned, obtained by secret ballot in meetings or referenda called for that purpose. Xxx The decision shall be valid for the duration of the dispute based on substantially the same grounds considered when the strike or lockout vote was considered. Xxx.In every case, the union or the employer shall furnish the (Department) the results of the volting at least seven days before the intended date of strike or lockout, subject to the cooling-off period herein provided. C. COLLECTIVE BARGAINING AGREEMENT1. Definition Dept. Order No. 9, Rule I.Definition of terms. (pp) Collective bargaining agreement refers to the negotiated contract between a legitimate labor organization and the employer concerning wages, hours of work and all other terms and conditions of employment in a bargaining unit.B5 R1 S1 (jj), Impl. Rules and Regulations. Collective bargaining agreement refers to the negotiated contract between a legitimate labor organization and the employer concerning wages, hours of work and all other terms and conditions of employment in a bargaining unit, including mandatory provisions for grievances and arbitration machineries.Davao Integrated Port Stevedoring vs. Abarquez, 220 SCRA 197 (1993)While the terms and conditions of a CBA constitute the law between the parties, it is not an ordinary contract to which is applied the principles of law governing ordinary contracts.A CBA, as a labor contract within contemplation of Art. 1700 of the Civil Code, is not merely contractual in nature but is impressed with public interest. Thus, it must yield to the common good. As such, it must be construed liberally rather than narrowly and technically, and the courts must place a practical and realistic construction upon it, giving due consideration to the context in which it is negotiated and the purpose which it is intended to serve.2. Signing and ratification2.1The collective bargaining agreement should be signed by the members of both panels.2.2After the signing by the panels, a majority of the employees covered by the appropriate bargaining unit should ratify the same.2.3 Note the posting requirement in at least two conspicuous places in the establishment at least five (5) days before its ratification2.4 If certified CBA, contract bar rule applies and operates as a bar to a representation question.2.5 Note however that a CBA is valid even without certification, and will be considered as binding upon the parties.3. Procedure in registration of CBADept. Order No. 9 (April 1997), Rule XVI, Secs. 1, 2 & 5:(See also: B5 R9 S1, IRR)Section 1.Registration of collective bargaining agreement. The parties to a collective bargaining agreement shall submit to the appropriate Regional Office two (2) duly signed copies thereof within thirty (30) calendar days from execution. Such copies of the agreement shall be accompanied with verified proof of posting in two conspicuous places in the work place and of ratification by the majority of all the workers of the bargaining unit. Such proof shall consist of copies of the following documentscertified under oath by the union secretary and attested to by the union president. (a) Statement that the collective bargaining agreement was posted in at least two conspicuous places in the establishment at least five (5) days before its ratification; and (b) Statement that the collective bargaining agreement was ratified by the majority of the employees in the bargaining unit. The Regional Office shall assess the employer for every collective bargaining agreement a registration fee of one thousand pesos (P1,000.00). The Regional Office shall retain one (1) copy of the agreement for its file and transmit one (1) copy thereof tot he Bureau within five (5) calendar days from its registration. The Regional Office shall issue a certification of registration within five (5) calendar days from receipt of the agreement and the proofs of posting and ratification as required herein.Section 2.Registration of agreement resulting from awards by the Secretary, the Commission or the Voluntary Arbitrator. --Where the agreement results from an arbitration award, the same shall be registered in accordance with the immediately preceding section, except that the requirement of ratification and proof thereof shall be dispensed with.Section 5.Appeal. -- The decision of the Regional Director granting or denying an action to declare the registration ineffectual may be appealed to the Bureau on the ground of grave abuse of discretion within ten (10) days from receipt of the parties of a copy thereof. The Bureau shall have twenty (20) dyas within which to resolve the appeal and its decision shall be final and executory.Art. 231, Labor Code.Registry of unions and file of collective agreements.-- The Bureau shall keep a registry of legitimate labor organizations. The Bureau shall also maintain a file of all collective bargaining agreements and other related agreements and records of settlement of labor disputes, and copies of orders, and decisions of voluntary arbitrators. The files shall be open and accessible to interested parties subject to conditions prescribed by the Secretary of Labor and Employment, provided that no specific information submitted in confidence shall be disclosed unless authorized by the Secretary, or when it is at issue in any judicial litigation or when public interest or national security so requires.xxx4. Scope of the agreement; who may avail of benefits -Natl. Brewers and Allied Industries Labor Union vs.San Miguel BreweryAll employees in the barg. unit are covered, regardless of their membership or non-membership in the union; otherwise, discrimination.5. Duration of the CBA (Art. 253-A. cf. Dept. Order No. 9, Rule XIV, Secs. 3-4)Article 253-A, Labor Code.(same as Dept. Order No. 9, Rule XIV, secs. 3-4)5.1 Economic provisions of the CBA - term of 3 yrs.Dept. Order No. 9, Rule XIV, sec. 3All other provisions of said agreement shall, as a matter of right, be renegotiated not later thanthree (3) yearsafter its execution.5.2 Representation question and the contract-bar ruleDept. Order No. 9, Rule XIV, secs. 3-4Section 3.Term of representation status of agreement; contract-bar rule.-- The representation status of the incumbent exclusive bargaining representative which is a party to a duly registered collective bargaining agreement shall be for aterm of five (5) years.(CONTRACT BAR RULE)NO PETITION QUESTIONING THE MAJORITY STATUS OF THE INCUMBENT EXCLUSIVE BARGAINING REPRESENTATIVE SHALL BE ENTERTAINED AND NO CERTIFICATION ELECTION SHALL BE CONDUCTED BY THE DEPARTMENT OUTSIDE OF THE SIXTY-DAY PERIOD IMMEDIATELY BEFORE THE DATE OF EXPIRY OF SUCH FIVE-YEAR TERM.Section 4.Exception to the contract bar rule. Notwithstanding its registration, a collective bargaining agreement shall not constitute a bar to a certification election where it is found in appropriate proceedings before the Regional Director that any of the following conditions exist:(a) The agreement contains provisions lower than the standards fixed by law; or(b) The documents supporting its registration are falsified, fraudulent or tainted with misrepresentation.ALU vs. Ferrer-Calleja, 173 SCRA 178CONTRACT BAR RULE DOES NOT APPLY WHERE THE CBA WAS NOT DULY SUBMITTED IN ACCORDANCE WITH LAW. Moreover, there is no proof tending to show that the CBA has been posted in at least 2 conspicuous places in the company at least 5 days prior to the ratification, and that the same was ratified by a majority of the members of the union.Perusal of the facts show that the CBA was defective, and hence unproductive of the legal effects of a certified CBA. Note that the Labor unions representation was in itself questionable, and that there was precipitate haste in recognizing the union based on an unsubstantiated and self-serving claim that it represented the majority of the employees in the bargaining unit. Moreover, there was an apparent and suspicious hurry in the formulation and finalization of the CBA.Hence: IF NOT CERTIFIED AND FILED WITH THE BLR, the representation issue may be questioned by another union.5.3 Retroactivity Dept. Order No. 9, Rule XIV, sec. 3Any agreement on such other provisions entered into within six (6) months from the date of expiry of such provisions shall retroact to the day immediately following such date.If any such provisions are entered into beyond six months, the parties shall agree on the duration of retroactivity. In case of a deadlock in the renegotiation of the agreement, the parties may exercise their rights under the Code. In case of renegotiation, all requirements for registration prescribed under the two immediately preceding sections shall be complied with, whichever is applicable, except payment of the registration fee.Union of Filipro Employees vs. NLRC, 192 SCRA 397, at 425In the aforecited case, the Court only pointed out that, it is not right for union members to argue that they cannot be covered by the past and the new CBAs both containing the same closed-shop agreement for acts committed during the interregnum.What as emphasized by this Court is that in no case should there be a period in which no agreement would govern at all. But nowhere in the said pronouncement did We rule that every CBA contracted after the expiry date of the previous CBA must retroact to the day following such date. Hence, it is proper to rule that in the case at bar, the clear and unmistakable terms of Articles 253 and 253-A must be deemed controlling.Articles 253 and 253-A mandate the parties to keep the status quo and to continue in full force and effect the terms and conditions of the existing agreement during the 60-day period prior to the expiration of the old CBA and/or until a new agreement is reached by the parties. Consequently, there being no new agreement reached, the automatic renewal clause provided for by the law which is deemed incorporated in all CBAs, provides the reason why the new CBA can only be given a prospective effect.Petitioner claims that because of the prospective effect of the CBA, union members were deprived of substantial amount of monetary benefits which they could have enjoyed had the CBA be given retroactive effect. This would include backwages, the immediate effects of the mandated wage increase on the fringe benefits such as the 13thand 14thmonth pay, overtime premium, and right to differential pay, leaves, etc. This Court, is not unmindful of these. Nevertheless, We are convinced that the CBA formulated by public respondent is fair, reasonable and just. Even if prospective in effect, said CBA still entitles the Nestle workers and employees reasonable compensation and benefits which, in the opinion of this Court, is one of the highest, if not the highest in the industry. Petitioner did not succeed in overcoming the presumption of regularity in the performance of the public respondents functions. Even if the resolution fell short of meeting the numerous demands of the union, the petitioner failed to establish that public respondent committed grave abuse of discretion in not giving the CBA a retrospective effect.6. Violations of the CBA (Art. 261)Question: Is the violation of the CBA provisions a ULP as to allow the union to strike?Answer:It depends on whether the violation is gross in character or not. If gross, then ULP and the union may strike. If not gross, then non-strikeable and must be referred to the grievance machinery.Hence:6.1Generally:Grievances arising from interpretation or implementation of the CBA is no longer considered ULP and hence, non-strikeable. Must be referred to grievance machinery and voluntary arbitrators6.2Exception:Strikeable issue when there is gross and flagrant refusal to comply with the economic provisions of the CBAArticle 261, Labor Code.Jurisdiction of Voluntary Arbitrators or panel of Voluntary Arbitrators.-- The Voluntary Arbitrator or panel of voluntary arbitrators shall have original and exclusive jurisdiction to hear and decide all unresolved grievances arising from interpretation or implementation of the Collective Bargaining Agreement and those arising from the interpretation or enforcement of company personnel policies referred to in the immediately preceding article.Accordingly, violations of a Collective Bargaining Agreement, except those which are gross in character, shall no longer be treated as unfair labor practices and shall be resolved as reviances under the Collective Bargaining Agreement. For purposes of this article, gross violations of the Collective Bargaining Agreement shall mean flagrant and/or malicious refusal to comply with the economic provisions of such agreement.7. Substitutionary DoctrineBenguet Consolidated vs. BCI Ees Union, 23 SCRA 465The employees cannot revoke the validly executed CBA with their employer by the simple expedient of changing their bargaining representative. The CBA is binding for the period specified therein, but the new agent may bargain for the shortening of the period.But the substitutionary doctrine applies only to the employees of the unit, not to the new agent which is not bound by the purely personal undertakings of the displaced agent like the no-strike clause in the CBA.8. Effect: (w/ respect to successor-employer)General rule:An innocent transferee of a business concern has no liability to the employees either with respect to continuing them in employment or with respect to the past ULP of previous owner.Exceptions to above general rule:a) By virtue of obligations assumed under the contract.b) Liability arises because of new owners participation in defeating the rights of the employees. In such instance, he is treated as in the same position of a tortfeasor.E. Razon vs. Secretary of Labor, 222 SCRA 1A CBA is a contract in personam, and therefore, not enforceable against the successor-employer. In rehiring the workers of the old employer, the successor-employer has the right to consider them as new employees. The old employer, to whom years of service had been rendered by its suddenly jobless employees, had the corresponding obligation to pay them their respective separation pay.