FIRST DIVISION

[G.R. No. 117097.March 21, 1997]

SAMAHAN NG OPTOMETRISTS SA PILIPINAS, ILOCOS SUR-ABRA CHAPTER, EDUARDO MA. GUIRNALDA, DANTE G. PACQUING and OCTAVIO A. DE PERALTA,petitioners, vs. ACEBEDO INTERNATIONAL CORPORATION and the HON. COURT OF APPEALS,respondents.

D E C I S I O N

HERMOSISIMA, JR.,J.:

Before us is a petition seeking the review and ultimately the reversal of the decision[1]of the Court of Appeals[2]which rejected what petitioners vehemently claim to be a prohibition, under Republic Act (RA.) No. 1998, popularly known as the old Optometry Law, against the employment by corporations, usually optical shops and eyeware stores, of optometrists, such practice, according to petitioners, being an indirect violation of the rule against corporations exercising professions reserved only to natural persons. Petitioners understandably did not welcome the herein assailed decision because they have, earlier, obtained a decision[3]favorable to them from the Regional Trial Court of Candon, Ilocos Sur, Branch 23, presided over by Judge Gabino Balbin, Jr. The said judge had, in the main, ruled that the operations of private respondent Acebedo International Corporation involves the practice of optometry which is precluded by RA. No. 1998.

The undisputed facts of the case, as found by the respondent Court of Appeals and quoted by petitioners, are as follows:

"On February 22, 1991, x x x [private respondent] filed an application with the Office of the Mayor of Candon, Ilocos Sur, for the issuance of a permit for the opening and operation of a branch of the Acebedo Optical in that municipality.

The application was opposed by the x x x [petitioner] Samahan ng Optometrists sa Pilipinas (SOP) which contended that x x x [private respondent] is a juridical entity not qualified to practice optometry.

On March 6, 1991, x x x [private respondent] filed its answer, arguing it is not the corporation, but the optometrists employed by it, who would be practicing optometry.

On April 17, 1991, the Mayor of Candon created a committee, composed of "public respondents Eduardo Ma. Guirnalda, Dante G. Pacquing and Octavio de Peralta, to pass on [private respondent's] application.

On September 26, 1991 the committee rendered a decision denying [private respondent's] application for a mayor's permit to operate a branch in Candon and ordering x x x [private respondent] to close its establishment within fifteen (15) days from receipt of the decision. Acebedo moved for a reconsideration but its motion was denied on November 14, 1991. x x x [Private respondent] was ordered to close its establishment within ten (10) days from receipt of the order.

On December 9, 1991, x x x [private respondent] filed with the Court of Appeals a petition forcertiorari(CA G.R SP No. 26782), questioning the decision of respondent committee. Its petition, however, was referred to the courta quo, which on December 16, 1992, dismissed Acebedo's petition. Hence, x x x [the] appeal [to the respondent Court of Appeals]."[4]The singular issue, admittedly extensively debated and intensely contested not only by the members of the optometry profession and the players in the business of selling optical ware, supplies, substances and instruments but also by the members of the Senate during the deliberations respecting R A. 8050, otherwise known as Revised New Optometry Law, is this: May corporations, engaged in the business of selling optical wares, supplies, substances and instruments which, as an incident to and in the ordinary course of the business hire optometrists, be said to be practicing the profession of optometry which, by legal mandate, may only be engaged in by natural persons possessed of specific legal qualifications?

The trial court resolved this issue in the affirmative. In so finding, it explained, thus:

"The denial of the application of Acebedo rested on the grounds that it is operating an optical shop and it is practicing optometry where its charter does not grant to it authority to practice the former. Acebedo submits that the findings of the Commission have no basis both in law and in fact. It argues that the hiring of optometrists by the petitioner is merely incidental to its main business which is the sale of optical products. Acebedo contends further that its employees have a personality separate and distinct from that of Acebedo which is a juridical entity, and it cannot therefore be considered as engaged in optometry.

The Court disagrees.

Quoted for the enlightenment of both parties is a portion of the contested Decision, to wit:

'The visit revealed the following:

1.The establishment was manned by three personnel: Dr. Salvador Pagarigan, optometrist; Miss Lilibeth Begonia, receptionist; and a laboratory technician, who refused to give his name;

2.There were several shelves containing eyeglasses;

3.There were benches where, according to Miss Begonia, would-be clients can sit while waiting for their turn to be examined;

4.An examination room complete with an optical chair and optical charts; and,

5.An optical laboratory.'

The Court is very much aware of the existence of several shops owned by Acebedo. They are operating up to the present. But the Court has to rely in this case on the findings of the Commission created by the Mayor of Candon in the absence of proof that the same was arrived at hastily and without regard for the rights of the parties. In fact, the contested Decision was issued only after an ocular inspection was conducted and the parties have submitted their respective memorandum.

The findings of the Commission reveal that the operation of Acebedo's local shop involves the practice of optometry. If indeed Acebedo is engaged in the sale of optical products, the absence of sales clerks more than demonstrate its real business. In the contested Decision, the floor plan of the shop was even commented on as that of an optical shop. As noted by the members of the Commission, there was also a banner in front of the shop prominently display advertising free consultations (libreng consulta sa mata). These facts, taken together, denote that Acebedo was operating in Candon an optical shop contrary to law.

While it is also true that a corporation has a personality separate and distinct from that of its personnel, the veil of corporate fiction cannot be used for the purpose of some illegal activity. The veil of corporate fiction can be pierced, as in this case, and the acts of the personnel of the corporation will be considered as those of the corporation. Acebedo then is engaged in the practice of optometry."[5]Disagreeing with the foregoing decision of the trial court, private respondent appealed therefrom and asked the respondent Court of Appeals to reverse the same on the ground that the courta quoerred in concluding that private respondent was engaged in the practice of optometry by operating an optical shop.

Respondent appellate court found that private respondent's contentions merited the reversal of the courta quo's decision. The respondent court, speaking through Court of Appeals Presiding Justice, now Supreme Court Associate Justice Vicente V. Mendoza, ratiocinated in this wise:

"First.x x x [Private respondent] maintains that it is not practicing optometry nor is it operating an optical clinic. The contention has merit. The amended Articles of Incorporation of x x x [private respondent] in part states:

PRIMARY PURPOSES

1.To own, maintain, conduct, operate and carry on the business of dispensing opticians and optical establishments, and in the course of the business, to buy, sell, ship, store and otherwise use, deal in, acquire and dispose of every kind of optical, ophthalmic and scientific instrument, glass, lens, optical solutions or equipment necessary or convenient to the operation and conduct of the general business of dispensing opticians.

SECONDARY PURPOSES

. . . .

3.To do all and everything necessary, suitable or proper for the accomplishment of any of the purposes, the attainment of any of the objects, or in the exercise of any of the powers herein set forth, either alone or in conjunction with other corporations, firms or individuals and either as principal or agents and to do every other act or acts, thing or things, incidental or appurtenant to or growing out of or connected with the abovementioned objects, purposes or powers.

Clearly, the corporation is not an optical clinic. Nor is it but rather the optometrists employed by it who are engaged in the practice of optometry. Petitioner-appellant simply dispenses optical and ophthalmic instruments and supplies.

Indeed, the Optometry Law (Rep. Act No. 1998), which x x x [petitioners] cite, does not prohibit corporations, like x x x [private respondent; from employing licensed optometrists.

What it prohibits is the practice of the profession without license by those engaged in it. This is clear from Sec. 2 of the law which provides:

No person shall practice or attempt to practice optometry as defined in this Act, without holding a valid certificate of registration as optometrist issued to him by the Board of Examiners in Optometry herein created and in accordance with the provisions hereof: Provided, that valid certificates of registration as optometrists shall be issued to optometrists of good moral character now registered in accordance with the provisions of chapter thirty-three of the Revised Administrative Code, who shall, by application within a period of one year from the effectivity of this Act, be exempt from the provisions of sections eleven, twelve and twenty-three of this Act. . . .

The prohibition is thus addressed to natural persons who are required to have a valid certificate of registration as optometrist' and who must be of 'good moral character'. The prohibition can have no application to x x x [private respondent] which is not itself engaged in the practice of optometry. As the Professional Regulation Commission said, "Acebedo Optical, Acebedo Optical Clinic, Acebedo Optical Co., Inc. and Acebedo International, Inc. are not natural persons who can take the Optometrist licensure examinations. They are not, and cannot be registered as Optometrist under RA 1998 [The Optometry Law].'"[6]Petitioners filed a Motion for Reconsideration of the aforegoing decision. It was, however, denied by respondent appellate court. Hence, this petition anchored on the following sole ground:

"ISSUE

WHETHER OR NOT THE HONORABLE COURT OF APPEALS ERRED IN DECLARING THAT PRIVATE RESPONDENT ACEBEDO INTERNATIONAL CORPORATION DOES NOT VIOLATE THE OPTOMETRY LAW (R. A. NO. 1998) WHEN IT EMPLOYS OPTOMETRISTS TO ENGAGE IN THE PRACTICE OF OPTOMETRY UNDER ITS NAME AND FOR ITS BEHALF

The herein petitioner most respectfully submits that the private respondent Acebedo International Corporation flagrantly violates R. A. No. 1998 and the Corporation Code of the Philippines when it employs optometrists to engage in the practice of optometry under its name and for its behalf."[7]We hold that the petition lacks merit.

Private respondent does not deny that it employs optometrists whose role in the operations of its optical shops is to administer the proper eye examination in order to determine the correct type and grade of lenses to prescribe to persons purchasing the same from private respondent's optical shops. Petitioners vehemently insist that in so employing said optometrists, private respondent is in effect itself practicing optometry. Such practice, petitioners conclude, is in violation of RA. No. 1998, which, it must be noted at this juncture, has been repealed and superseded by RA. 8050.

Petitioners' contentions are, however, untenable. The fact that private respondent hires optometrists who practice their profession in the course of their employment in private respondent's optical shops, does not translate into a practice of optometry by private respondent itself. Private respondent is a corporation created and organized for the purpose of conducting the business of selling optical lenses or eyeglasses, among others. The clientele of private respondent understably, would largely be composed of persons with defective vision and thus need the proper lenses to correct the same and enable them to gain normal vision. The determination of the proper lenses to sell to private respondent's clientele entails the employment of optometrists who have been precisely trained for that purpose. Private respondent's business is not the determination itself of the proper lenses needed by persons with defective vision. Private respondent's business, rather, is the buying and importing of eyeglasses and lenses and other similar or allied instruments from suppliers thereof and selling the same to consumers.

For petitioners' argument to hold water, there need be clear showing that RA. No. 1998 prohibits a corporation from hiring optometrists, for only then would it be undeniably evident that the intention of the legislature is to preclude the formation of the so-called optometry corporations because such is tantamount to the practice of the profession of optometry which is legally exercisable only by natural persons and professional partnerships. We have carefully reviewed RA. No. 1998 however, and we find nothing therein that supports petitioner's insistent claims.[8]It is significant to note that even under RA. No. 8050, known as the Revised Optometry Law,[9]we find no prohibition against the hiring by corporations of optometrists. The pertinent provisions of RA. No. 8050, regarding the practice of optometry, are reproduced below for ready reference:

"THE PRACTICE OF OPTOMETRY

SEC. 4.Acts Constituting the practice of Optometry. Any of the following acts constitute the practice of optometry:

a)The examination of the human eye through the employment of subjective and objective procedures, including the use of specific topical diagnostic pharmaceutical agents or drugs and instruments, tools, equipment, implements, visual aids, apparatuses, machines, ocular exercises and related devices, for the purpose of determining the condition and acuity of human vision to correct and improve the same in accordance with subsections (b), (c) and (d) hereof; vision to correct and improve the same in accordance with subsections (b), (c) and (d) hereof;

b)The prescription and dispensing of ophthalmic lenses, prisms, contact lenses and their accessories and solutions, frames and their accessories, and supplies for the purpose of correcting and treating defects, deficiencies and abnormalities of vision.

c)The conduct of ocular exercises and vision training, the provision of orthoptics and other devices and procedures to aid and correct abnormalities of human vision, and the installation of prosthetic devices;

d)The counseling of patients with regard to vision and eye care and hygiene;

e)The establishment of offices, clinics, and similar places where optometric services are offered; and

f)The collection of professional fees for the performance of any of the acts mentioned in paragraphs (a), (b), (c) and (d) of this section.

SEC. 5.Prohibition Against the Unauthorized Practice of Optometry. - No person shall practice optometry as defined in Section 3 of this Act nor perform any of the acts, constituting the practice of optometry as setforth in Section 4 hereof, without having been first admitted to the practice of this profession under the provisions of this Act and its implementing rules and regulations: Provided, That this prohibition shall not apply to regularly licensed and duly registered physicians who have received post-graduate training in the diagnosis and treatment of eye diseases: Provided, however, That the examination of the human eye by duly registered physicians in connection with the physical examination of patients shall not be considered as practice of optometry: Provided, further, That public health workers trained and involved in the government's blindness prevention program may conduct only visual acuity test and visual screening.

SEC. 6Disclosure of Authority to Practice. An optometrist shall be required to indicate his professional license number and the date of its expiration in the documents he issues or signs in connection with the practice of his profession. He shall also display his certificate of registration in a conspicuous area of his clinic or office."

All told, there is no law that prohibits the hiring by corporations of optometrists or considers the hiring by corporations of optometrists as a practice by the corporation itself of the profession of optometry.

WHEREFORE, the instant petition is hereby DISMISSED.

Costs against the petitioners.

SO ORDERED.

DOCTORS ROSA P. ALFAFARA, VIVIAN DYHONGPO, MARIA TORRES, EMMA YBAEZ, ELSA CABARDO, REBECCA SANTIAGO, PRISCILLA NARVASA, SUSIE CHAN, CLARO CINCO, FELIPE CINCO, CARMEN MODESTO, FELISA LIMKIMSO, ARLENE DORIO, ROSALINDA BONO, and SUSAN YU, in their own behalf and in behalf of all the other 80 optometrists-members of the SAMAHAN NG OPTOMETRISTS SA PILIPINAS-CEBU CHAPTER,petitioners, vs. ACEBEDO OPTICAL, CO., INC.,respondent.D E C I S I O N

MENDOZA,J.:

This is a petition for review oncertiorariof the decision,[1]dated January 20, 2000, of the Court of Appeals, setting aside the decision,[2]dated September 3, 1993, of the Regional Trial Court, Branch 9, Cebu City, which enjoined respondent Acebedo Optical Co., Inc., its agents, representatives, and/or employees from practicing optometry, as defined in 1(a) of Republic Act No. 1998, in the province and cities of Cebu, and the resolution, dated May 10, 2001, of the appeals court denying petitioners motion for reconsideration.

Petitioners are optometrists.They brought, in their own behalf and in behalf of 80 other optometrists, who are members of the Samahan ng Optometrists sa Pilipinas-Cebu Chapter, an injunctive suit in the Regional Trial Court, Branch 9, Cebu City to enjoin respondent Acebedo Optical Co., Inc. and its agents, representatives, and/or employees from practicing optometry in the province of Cebu.In their complaint, they alleged that respondent opened several optical shops in Cebu and announced to the public, through leaflets, newspapers, and other forms of advertisement, the availability of ready-to-wear eyeglasses for sale at P60.00 each and free services by optometrists in such outlets.They claimed that, through the licensed optometrists under its employ, respondent had been engaging in the practice of optometry by examining the human eye, analyzing the ocular functions, prescribing ophthalmic lenses, prisms, and contact lenses; and conducting ocular exercises, visual trainings, orthoptics, prosthetics, and other preventive or corrective measures for the aid, correction, or relief of the human eye.They contended that such acts of respondent were done in violation of the Optometry Law (R.A. No. 1998)[3]and the Code of Ethics for Optometrists, promulgated by the Board of Examiners in Optometry on July 11, 1983.They sought payment to them of attorneys fees, litigation expenses, and the costs of the suit.[4]The trial court at first dismissed the suit but, on motion of petitioners, reinstated the action and granted their prayer for a writ of preliminary injunction and/or restraining order.Petitioners argued that the case involved a pure question of law,i.e.,whether or not respondents hiring of optometrists was violative of the applicable laws, and that, as such, the case was an exception to the rule requiring exhaustion of administrative remedies as a condition for the filing of an injunctive suit.They further alleged that the Board of Optometry held itself to be without jurisdiction over the president of respondent Acebedo Company as he was not duly registered with the Professional Regulation Commission.

In its answer, respondent averred that the advertisements referred to by petitioner were part of its promotion to make known to the public the opening of its new branches in Cebu; that incidental to its business of selling optical products, it hired duly licensed optometrists who conducted eye examination, prescribed ophthalmic lenses, and rendered other services; that it exercised neither control nor supervision over the optometrists under its employ; and that the hired optometrists exercised neither control nor supervision in the sale of optical products and accessories by respondent.By way of special and affirmative defense, respondent stated that the optometrists should be impleaded as party-defendants because they were indispensable parties; that the trial court had no jurisdiction over the case; that the filing of the complaint was barred byres judicataas similar suits had been previously dismissed by the Court of First instance of Lucena City and the Securities and Exchange Commission; and that the petitioners were guilty of forum-shopping.Respondent sought the recovery ofP100,000.00 as moral damages,P500,000.00 as exemplary damages, andP100,000.00 as attorneys fees.[5]During the pre-trial conference, the parties entered into the following stipulation of facts: that the petitioners were duly licensed optometrists; that the petitioners were all members of the Samahan ng Optometrists ng Pilipinas (SOP)-Cebu Chapter; that SOP-Cebu Chapter was a chapter of SOP Incorporated, a national organization; that the SOP-Cebu Chapter had a program called Sight Saving Month; that the Sight Saving Month program was also a program of the SOP nationwide; that petitioners SOP Sight Saving Month program provided free consultations; that respondent was a corporation with several outlets in Cebu; that respondent was selling optical products and ready-to-wear eyeglasses of limited grades; that during the opening of its new branches in Cebu, the respondent advertised its products through leaflets, newspapers, and other similar means, such as streamers and loudspeakers on board a vehicle; that respondent hired optometrists who conducted eye examinations, prescribed ophthalmic lenses, and rendered other optometry services; and that while the hired optometrists received their salary from respondent, they are not precluded from seeking other sources of income.[6]The evidence for the petitioners showed that respondent advertised its ready-to-wear eyeglasses in newspapers, posters pasted on the walls, and announcements made in roving jeeps.A witness testified that he purchased a pair of eyeglasses for P66.00 (P60.00 plus P6.00 for VAT) without any prior eye examination by an optometrist.A week later, he had vision difficulty and consulted an optometrist who advised him to buy a pair of eyeglasses with the correct grade.Petitioners thus sought to prove that the selling of ready-to-wear eyeglasses by respondent was detrimental to the public.

On the other hand, respondent maintained that before the customers purchased the ready-to-wear eyeglasses on display, they either have a prior prescription from an optometrist or had to be examined first by the branch optometrist.Customers thus had the option either to buy the ready-to-wear eyeglasses on display or to order a new pair of eyeglasses.

After hearing, judgment was rendered in favor of petitioners.The trial court found that the hiring of licensed optometrists by the respondent was unlawful because it resulted in the practice of the optometry profession by respondent, a juridical person.It ruled that respondent could not raise the issue ofres judicataas there was no decision on the merits of the case rendered by any court of competent jurisdiction and, consequently, petitioners could not be guilty of forum-shopping.As to petitioners failure to implead the optometrists in the employ of respondent, the trial court explained that since the issue involved the propriety of respondents hiring of optometrists to perform optometry services, the optometrists did not have to be impleaded as defendants.As to whether respondents selling of ready-to-wear eyeglasses to customers without prior eye examination violated the applicable laws and was detrimental to the public, the trial court ruled that petitioners failed to substantiate such claim.

Respondent appealed to the Court of Appeals contending that the trial court erred in holding that respondent was illegally engaged in the practice of Optometry; that being indispensable parties, the licensed optometrists employed by respondent should have been impleaded as defendants; and that the trial court erred in not holding that petitioners, by filing several harassment suits before various fora, were guilty of forum-shopping.

The Court of Appeals reversed the decision of the trial court and dismissed the complaint of petitioners.Citing the case ofSamahan ng Optometrists sa Pilipinas, Ilocos Sur-Abra Chapter v. Acebedo International Corporation,[7]the appeals court ruled that respondents hiring of licensed optometrists did not constitute practice of optometry nor violate any law.As to the second issue raised, the Court of Appeals stated that since the complaint was lodged solely against respondent for its hiring of optometrists, whatever decision the trial court would render would solely affect respondent since what was sought to be restrained was the employment of licensed optometrists; hence, the optometrists were not indispensable parties.Anent the issue of forum-shopping, the appeals court found no cogent reason to reverse the findings of the trial court that the administrative case before the Professional Regulation Commission was not decided on the merits while the letters of petitioners sent to government officials did not constitute judicial proceedings.

Petitioners filed a motion for reconsideration but their motion was denied.Hence, this petition alleging that the Court of Appeals erred in holding that respondent Acebedo was not engaged in the practice of optometry.

The petition has no merit.

First.Petitioners contend that the ruling inSamahan ng Optometrists sa Pilipinas, Ilocos Sur-Abra Chapter v. Acebedo International Corporation[8]is no longer controlling because of the later case ofApacionado v.Professional Regulation Commission.[9]InApacionado,petitioners Ma. Cristina Apacionado and Zenaida Robil, who were employed by Acebedo as optometrists, were suspended from the practice of optometry for two (2) years by the Board of Optometry for violation of R.A. No. 1998 and Art. III, 6 of the Code of Ethics for Optometrists for having participated in the promotional advertisement of Acebedo, entitledLibreng Konsulta sa Mata: Reading Glasses P60.00,held from July 5-14, 1989 in Tuguegarao, Cagayan.In affirming the suspension of the optometrists, the Professional Regulation Commission found that by rendering professional services to Acebedos clientele (free eye consultations and refractions), petitioners were guilty of unprofessional conduct.Consequently, their professional licenses as optometrists were suspended for two (2) years.This was because the services of the two optometrists were the ones being offered to the public for free.The decision of the Professional Regulation Commission was affirmed by the Court of Appeals and later by this Court.As our resolution, dated July 12, 1999,[10]stated in pertinent parts:

Thus, the instant petition which must likewise fail.

The Court finds the decision of the Court of Appeals to be in accordance with the law.The Rules and Regulation[s] of the Board of Examiners for [O]ptometry are quite explicit, and Rule 56 provides:

Rule 56. Acts Constituting Unprofessional Conduct.- It shall be considered unprofessional for any registered optometrist:

(1)To make optometric examinations outside of his regular clinic, unless he shall have received an unsolicited written request by the person or persons to be examined;

(2)To advertise a price or prices [of] spectacle frames, mountings, or ophthalmic lenses and other ophthalmic devices used in the practice of Optometry and to be associated with, or remain in the employ of, any person who does such advertising;

.

(4) To advertise free examination, examination included, discounts, installments, wholesale and retail, or similar words and phrases which would tend to remove the spirit of professionalism;

.

(11) To use Mobile Units for conducting refraction in any area within ten (10) kilometers of a Municipality.

Likewise, Section 6 of the Code of Ethics for optometrists states:

SEC. 6.The following are deemed, among others, to be unethical and are deemed to constitute unprofessional conduct:

.

c. Performing optometric examination outside of the regular office, unless he shall have received unsolicited request to make such an examination.

.

u. To use Mobile Units for conducting refraction in any area within ten (10) kilometers of a Municipality.

These provisions petitioners, through Acebedo, were found to have violated.

Petitioners cannot deny that it was their skills as optometrists as well as their licenses which Acebedo used in order to enable itself to render optometric services to its clientele.Under such arrangement, petitioners acted as tools of Acebedo so that the latter can offer the whole package of services to its clientele.

Corollarily, Republic Act No. 1998 pertinently provides:

SEC. 20.Revocation or suspension of certificate. - The Board may, after giving proper notice and hearing to thepartyconcerned, revoke or suspend a certificate of registration for the causes mentioned in the next preceding section, or for unprofessional conduct.

Having knowingly allowed themselves to be used as tools in furtherance of [the] unauthorized practice of optometry, petitioners are clearly liable for unethical and unprofessional practice of their profession.The Court, thus finds no error committed by the Court of Appeals.

WHEREFORE, petition is denied due course.

Petitioners cite the Tennessee Supreme Court statement inLens Crafter, Inc. v. Sunquist,[11]stating that:

The logical result would be that corporations and business partnerships might practice law, medicine, dentistry or any other profession by the simple expedient of employing licensed agents.And, if this were permitted, professional standards would be practically destroyed and professions requiring special training would be commercialized, to the public detriment.The ethics of any profession is based upon personal or individual responsibility.

The contention has no merit.An optometrist is a person who has been certified by the Board of Optometry and registered with the Professional Regulation Commission as qualified to practice optometry in the Philippines.[12]Thus, only natural persons can engage in the practice of optometry and not corporations.Respondent, which is not a natural person, cannot take the licensure examinations for optometrist and, therefore, it cannot be registered as an optometrist under R.A. No. 1998.It is noteworthy that, inApacionado,the Court did not find Acebedo to be engaged in the practice of optometry.The optometrists in that case were found guilty of unprofessional conduct and their licenses were suspended for two (2) years for having participated, in their capacities as optometrists, in the implementation of the promotional advertisement of Acebedo. In contrast, in the case at bar, respondent is merely engaged in the business of selling optical products, not in the practice of optometry, whether directly or indirectly, through its hired optometrists.

InSamahan ngOptometrists sa Pilipinas, Ilocos Sur-Abra Chapter v. Acebedo International Corporation,[13]petitioners opposed respondent Acebedos application for a municipal permit to operate a branch in Candon, Ilocos Sur.They brought suit to enjoin respondent Acebedo from employing optometrists as this allegedly constituted an indirect violation of R.A. No. 1998, which prohibits corporations from exercising professions reserved only to natural persons.The committee created by the Mayor of Candon to pass on Acebedos application denied the same and ordered the closure of Acebedo optical shops.Acebedo appealed but its appeal was dismissed by the trial court on the ground that it was practicing optometry.On appeal, the Court of Appeals held that Acebedo was not operating as an optical clinic nor engaged in the practice of optometry, although it employed licensed optometrists.Acebedo simply dispensed optical and ophthalmic instruments and supplies.It was pointed out that R.A. No. 1998 does not prohibit corporations from employing licensed optometrists.What it prohibits is the practice of optometry by individuals who do not have a license to practice.The prohibition is addressed to natural persons who are required to have a valid certificate of registration as optometrist and who must be of good moral character. This Court affirmed the ruling of the appeals court and explained that even under R.A. No. 8050 (Revised Optometry Law) there is no prohibition against the hiring by corporations of optometrists. The fact that Acebedo hired optometristswhopracticed their profession in the course of their employment in Acebedos optical shops did not mean that it was itself engaged in the practice of optometry.

We see no reason to deviate from the ruling that a duly licensed optometrist is not prohibited from being employed by respondent and that respondent cannot be said to be exercising the optometry profession by reason of such employment.

Second.Petitioners argue that an optometrist, who is employed by a corporation, such as Acebedo, is not acting on his own capacity but as an employee or agent of the corporation.They contend that, as a mere employee or agent, such optometrist cannot be held personally liable for his acts done in the course of his employment as an optometrist under the following provisions of the Civil Code.Thus,

Art. 1897. The agent who acts as such is not personally liable to the party with whom he contracts, unless he expressly binds himself or exceeds the limits of his authority without giving such party sufficient notice of his powers.

Art.1910. The principal must comply with all the obligations which the agent may have contracted within the scope of his authority.

As for any obligation wherein the agent has exceeded his power, the principal is not bound except when he ratifies it expressly or tacitly.

This contention likewise has no merit.While the optometrists are employees of respondent, their practice of optometry is separate and distinct from the business of respondent of selling optical products.They are personally liable for acts done in the course of their practice in the same way that if respondent is sued in court in connection with its business of selling optical products, the optometrists need not be impleaded as party defendants.In that regard, the Board ofOptometry and the Professional Regulation Commission regulate their practice and have exclusive original jurisdiction over them.

In the later case ofAcebedo Optical Company, Inc. v. Court of Appeals,[14]petitioner Acebedo was granted by the City Mayor of Iligan a business permit subject to certain conditions, to wit:

1.Since it is a corporation, Acebedo cannot put up an optical clinic but only a commercial store;

2.Acebedo cannot examine and/or prescribe reading and similar optical glasses for patients, because these are functions of optical clinics;

3.Acebedo cannot sell reading and similar eyeglasses without a prescription having first been made by an independent optometrist (not its employee)or independent optical clinic.Acebedo can only sell directly to the public, without need of a prescription, Ray-Ban and similar eyeglasses;

4.Acebedo cannot advertise optical lenses and eyeglasses, but can advertise Ray-Ban and similar glasses and frames;

5.Acebedo is allowed to grind lenses but only upon the prescription of an independent optometrist.

The Samahang Optometrist sa Pilipinas-Iligan Chapter sought the cancellation and/or revocation of Acebedos permit on the ground that it had violated the conditions for its business permit.After due investigation, Acebedo was found guilty of violating the conditions of its permit and, as a consequence, its permit was cancelled.Acebedo was advised that its permit would not be renewed.Acebedo filed a petition forcertiorari, prohibition, and mandamus in the Regional Trial Court, but its petition was dismissed for non-exhaustion of administrative remedies.Acebedo then filed a petition for certiorari, prohibition, and mandamus with the Court of Appeals.At first, its petition was dismissed.On appeal, however, the decision of the Court of Appeals was reversed.This Court held that a business permit is issued primarily to regulate the conduct of a business and, therefore, the City Mayor cannot, through the issuance of such permit, regulate the practice of a profession, like optometry.This Court held Acebedo to be entitled to a permit to do business as an optical shop because, although it had duly licensed optometrists in its employ, it did not apply for a license to engage in the practice of optometry as a corporate body or entity.

WHEREFORE, the petition is DENIED for lack of showing that the Court of Appeals committed a reversible error.

SO ORDERED.

CONCEPT BUILDERS, INC.,petitioner,vs. THE NATIONAL LABOR RELATIONS COMMISSION, (First Division); and Norberto Marabe, Rodolfo Raquel, Cristobal Riego, Manuel Gillego, Palcronio Giducos, Pedro Aboigar, Norberto Comendador, Rogello Salut, Emilio Garcia, Jr., Mariano Rio, Paulina Basea, Aifredo Albera, Paquito Salut, Domingo Guarino, Romeo Galve, Dominador Sabina, Felipe Radiana, Gavino Sualibio, Moreno Escares, Ferdinand Torres, Felipe Basilan, and Ruben Robalos,respondents.D E C I S I O N

HERMOSISIMA, JR.,J.:The corporate mask may be lifted and the corporate veil may be pierced when a corporation is just but the alter ego of a person or of another corporation. Where badges of fraud exist; where public convenience is defeated; where a wrong is sought to be justified thereby, the corporate fiction or the notion of legal entity should come to naught.The law in these instances will regard the corporation as a mere association of persons and, in case of two corporations, merge them into one.

Thus, where a sister corporation is used as a shield to evade a corporations subsidiary liability for damages, the corporation may not be heard to say that it has a personality separate and distinct from the other corporation.The piercing of the corporate veil comes into play.

This special civil action ostensibly raises the question of whether the National Labor Relations Commission committed grave abuse of discretion when it issued a break-open order to the sheriff to be enforced against personal property found in the premises of petitioners sister company.

Petitioner Concept Builders, Inc., a domestic corporation, with principal office at355Maysan Road, Valenzuela, Metro Manila, is engaged in the construction business.Private respondents were employed by said company as laborers, carpenters and riggers.

On November, 1981, private respondents were served individual written notices of termination of employment by petitioner, effective onNovember 30, 1981.It was stated in the individual notices that their contracts of employment had expired and the project in which they were hired had been completed.

Public respondent found it to be, the fact, however, that at the time of the termination of private respondents employment, the project in which they were hired had not yet been finished and completed.Petitioner had to engage the services of sub-contractors whose workers performed the functions of private respondents.

Aggrieved, private respondents filed a complaint for illegal dismissal, unfair labor practice and non-payment of their legal holiday pay, overtime pay and thirteenth-month pay against petitioner.

OnDecember 19, 1984, the Labor Arbiter rendered judgment1ordering petitioner to reinstate private respondents and to pay them back wages equivalent to one year or three hundred working days.

OnNovember 27,1985,the National Labor Relations Commission (NLRC) dismissed the motion for reconsideration filed by petitioner on the ground that the said decision had already become final and executory.2OnOctober 16, 1986, the NLRC Research and Information Department made the finding that private respondents backwages amounted to P199,800.00.3OnOctober 29, 1986, the Labor Arbiter issued a writ of execution directing the sheriff to execute the Decision, datedDecember 19, 1984.The writ was partially satisfied through garnishment of sums from petitioners debtor, the Metropolitan Waterworks and Sewerage Authority, in the amount of P81,385.34.Said amount was turned over to the cashier of the NLRC.

OnFebruary 1, 1989, an Alias Writ of Execution was issued by the Labor Arbiter directing the sheriff to collect from herein petitioner the sum of P117,414.76, representing the balance of the judgment award, and to reinstate private respondents to their former positions.

On July 13, 1989, the sheriff issued a report stating that he tried to serve the alias writ of execution on petitioner through the security guard on duty but the service was refused on the ground that petitioner no longer occupied the premises.

On September 26, 1986, upon motion of private respondents, the Labor Arbiter issued a second alias writ of execution.

The said writ had not been enforced by the special sheriff because, as stated in his progress report, datedNovember 2, 1989:

1. All the employees inside petitioners premises at355Maysan Road, Valenzuela, Metro Manila, claimed that they were employees of Hydro Pipes Philippines, Inc. (HPPI) and not by respondent;

2. Levy was made upon personal properties he found in the premises;

3. Security guards with high-powered guns prevented him from removing the properties he had levied upon.4The said special sheriff recommended that a break-open order be issued to enable him to enter petitioners premises so that he could proceed with the public auction sale of the aforesaid personal properties onNovember 7, 1989.

OnNovember 6, 1989, a certain Dennis Cuyegkeng filed a third-party claim with the Labor Arbiter alleging that the properties sought to be levied upon by the sheriff were owned by Hydro (Phils.), Inc. (HPPI) of which he is the Vice-President.

OnNovember 23, 1989, private respondents filed a Motion for Issuance of a Break-Open Order, alleging that HPPI and petitioner corporation were owned by the same incorporator! stockholders.They also alleged that petitioner temporarily suspended its business operations in order to evade its legal obligations to them and that private respondents were willing to post an indemnity bond to answer for any damages which petitioner and HPPI may suffer because of the issuance of the break-open order.

In support of their claim against HPPI, private respondents presented duly certified copies of the General Informations Sheet, datedMay 15, 1987, submitted by petitioner to the Securities and Exchange Commission (SEC) and the General Information Sheet, datedMay15,1987, submitted by HPPI to the Securities and Exchange Commission.

The General Information Sheet submitted by the petitioner1 revealed the following:

1.Breakdown of Subscribed CapitalName of StockholderAmount Subscribed

HPPIP6,999,500.00

Antonio W. Lim2,900,000.00

Dennis S. Cuyegkeng300.00

Elisa C. Lim100,000.00

Teodulo R. Dino100.00

Virgilio O. Casino100.00

2.Board of DirectorsAntonio W. LimChairman

Dennis S. CuyegkengMember

Elisa C. LimMember

Teodulo R. DinoMember

Virgilio O. CasinoMember

3.Corporate OfficersAntonio W. LimPresident

Dennis S. CuyegkengAssistant to the President

Elisa 0. LimTreasurer

Virgilio O. CasinoCorporate Secretary

4.Principal Office355 Maysan Road

Valenzuela, MetroManila.5On the other hand, the General Information Sheet of HPPI revealed the following:

1.Breakdown of Subscribed CapitalName of StockholderAmount Subscribed

Antonio W. LimP400,000.00

Elisa C. Lim57,700.00

AWL Trading455,000.00

Dennis S. Cuyegkeng40,100.00

Teodulo R. Dino100.00

Virgilio O. Casino100.00

2.Board of DirectorsAntonio W. LimChairman

Elisa C. LimMember

Dennis S. CuyegkengMember

Virgilio O. CasinoMember

Teodulo R. DinoMember

3. Corporate OfficersAntonio W. LimPresident

Dennis S. CuyegkengAssistant to the President

Elisa O. LimTreasurer

Virgilio O. CasinoCorporate Secretary

4. Principal Office355 Maysan Road, Valenzuela, MetroManila.6OnFebruary 1, 1990, HPPI filed an Opposition to private respondents motion for issuance of a break-open order, contending that HPPI is a corporation which is separate and distinct from petitioner. HPPI also alleged that the two corporations are engaged in two different kinds of businesses, i.e., HPPI is a manufacturing firm while petitioner was then engaged in construction.

OnMarch 2, 1990, the Labor Arbiter issued an Order which denied private respondents motion for break-open order.

Private respondents then appealed to the NLRC. OnApril 23, 1992, the NLRC set aside the order of the Labor Arbiter, issued a break-open order and directed private respondents to file a bond.Thereafter, it directed the sheriff to proceed with the auction sale of the properties already levied upon. It dismissed the third-party claim for lack of merit.

Petitioner moved for reconsideration but the motion was denied by the NLRC in a Resolution, datedDecember 3, 1992.

Hence, the resort to the present petition.

Petitioner alleges that the NLRC committed grave abuse of discretion when it ordered the execution of its decision despite a third-party claim on the levied property.Petitioner further contends, that the doctrine of piercing the corporate veil should not have been applied, in this case, in the absence of any showing that it created HPPI in order to evade its liability to private respondents.It also contends that HPPI is engaged in the manufacture and sale of steel, concrete and iron pipes, a business which is distinct and separate from petitioners construction business.Hence, it is of no consequence that petitioner and HPPI shared the same premises, the same President and the same set of officers and subscribers.7We find petitioners contention to be unmeritorious.

It is a fundamental principle of corporation law that a corporation is an entity separate and distinct from its stockholders and from other corporations to which it may be connected.8But, this separate and distinct personality of a corporation is merely a fiction created by law for convenience and to promote justice.9So, when the notion of separate juridical personality is used to defeat public convenience, justify wrong, protect fraud or defend crime, or is used as a device to defeat the labor laws,10this separate personality of the corporation may be disregarded or the veil of corporate fiction pierced.11This is true likewise when the corporation is merely an adjunct, a business conduit or an alter ego of another corporation.12The conditions under which the juridical entity may be disregarded vary according to the peculiar facts and circumstances of each case.No hard and fast rule can be accurately laid down, but certainly, there are some probative factors of identity that will justify the application of the doctrine of piercing the corporate veil, to wit:

1.Stock ownership by one or common ownership of both corporations.

2.Identity of directors and officers.

3.The manner of keeping corporate books and records.

4.Methods of conducting the business.13The SEC en banc explained the instrumentality rule which the courts have applied in disregarding the separate juridical personality of corporations as follows:

Where one corporation is so organized and controlled and its affairs are conducted so that it is, in fact, a mere instrumentality or adjunct of the other, the fiction of the corporate entity of the instrumentality may be disregarded.The control necessary to invoke the rule is not majority or even complete stock control but such domination of finances, policies and practices that the controlled corporation has, so to speak, no separate mind, will or existence of its own, and is but a conduit for its principal. It must be kept in mind that the control must be shown to have been exercised at the time the acts complained of took place.Moreover, the control and breach of duty must proximately cause the injury or unjust loss for which the complaint is made.The test in determining the applicability of the doctrine of piercing the veil of corporate fiction is as follows:

1. Control, not mere majority or complete stock control, but complete domination, not only of finances but of policy and business practice in respect to the transaction attacked so that the corporate entity as to this transaction had at the time no separate mind, will or existence of its own;2. Such control must have been used by the defendant to commit fraud or wrong, to perpetuate the violation of a statutory or other positive legal duty, or dishonest and unjust act in contravention of plaintiffs legal rights; and3. The aforesaid control and breach of duty must proximately cause the injury or unjust loss complained of.The absence of any one of these elements prevents piercing the corporate veil. in applying the instrumentality or alter ego doctrine, the courts are concerned with reality and not form, with how the corporation operated and the individual defendants relationship to that operation.14Thus, the question of whether a corporation is a mere alter ego, a mere sheet or paper corporation, a sham ora subterfuge is purely one of fact.15In this case, the NLRC noted that, while petitioner claimed that it ceased its business operations onApril 29, 1986, it filed an Information Sheet with the Securities and Exchange Commission onMay 15, 1987, stating that its office address is at355Maysan Road, Valenzuela, Metro Manila. On the other hand, HPPI, the third-party claimant, submitted on the same day, a similar information sheet stating that its office address is at355Maysan Road, Valenzuela, Metro Manila.

Furthermore, the NLRC stated that:

Both information sheets were filed by thesameVirgilio O. Casino as the corporate secretary of both corporations. It would also not be amiss to note that both corporations had thesamepresident, the same board of directors, thesamecorporate officers, and substantially thesamesubscribers.From the foregoing, it appears that, among other things, the respondent (herein petitioner) and the third-party claimant shared the same address and/or premises. Under this circumstances, (sic) it cannot be said that the property levied upon by the sheriff were not of respondents.16Clearly, petitioner ceased its business operations in order to evade the payment to private respondents of backwages and to bar their reinstatement to their former positions.HPPI is obviously a business conduit of petitioner corporation and its emergence was skillfully orchestrated to avoid the financial liability that already attached to petitioner corporation.

The facts in this case are analogous toClaparols v. Court of Industrial Relations17where we had the occasion to rule:

Respondent courts findings that indeed the Claparols Steel and Nail Plant, which ceased operation of June 30, 1957, was SUCCEEDED by the Claparols Steel Corporation effective the next day, July 1, 1957, up to December 7, 1962, when the latter finally ceased to operate, were not disputed by petitioner. it is very clear that the latter corporation was a continuation and successor of the first entity x x x. Both predecessors and successor were owned and controlled by petitioner Eduardo Claparols and there was no break in the succession and continuity of the same business. This avoiding-the-liability scheme is very patent, considering that 90% of the subscribed shares of stock of the Claparols Steel Corporation (the second corporation) was owned by respondent x x x Claparols himself, and all the assets of the dissolved Claparols Steel and Nail Plant were turned over to the emerging Claparols Steel Corporation.It is very obvious that the second corporation seeks the protective shield of a corporate fiction whose veil in the present case could, and should, be pierced as it was deliberately and maliciously designed to evade its financial obligation to its employees.

In view of the failure of the sheriff, in the case at bar, to effect a levy upon the property subject of the execution, private respondents had no other recourse but to apply for a break-open order after the third-party claim of HPPI was dismissed for lack of merit by the NLRC. This is in consonance with Section 3, Rule VII of the NLRC Manual of Execution of Judgment which provides that:

Should the losing party, his agent or representative, refuse or prohibit the Sheriff or his representative entry to the place where the property subject of execution is located or kept, the judgment creditor may apply to the Commission or Labor Arbiter concerned for a break-open order.Furthermore, our perusal of the records shows that the twin requirements of due notice and hearing were complied with. Petitioner and the third-party claimant were given the opportunity to submit evidence in support of their claim.

Hence, the NLRC did not commit any grave abuse of discretion when it affirmed the break-open order issued by the Labor Arbiter.

Finally, we do not find any reason to disturb the rule that factual findings of quasi-judicial agencies supported by substantial evidence are binding on this Court and are entitled to great respect, in the absence of showing of grave abuse of a discretion.18WHEREFORE, the petition is DISMISSED and the assailed resolutions of the NLRC, datedApril 23, 1992andDecember 3, 1992, are AFFIRMED.

SO ORDERED.

Padilla (Chairman), Bellosillo, Vitug,andKapunan, JJ.,concur.

ENRIQUEZ SECURITY SERVICES, INC.,petitioner,vs.VICTOR A. CABOTAJE,respondent.

D E C I S I O N

CORONA,J.:Sometime in January 1979, respondent Victor A. Cabotaje was employed as a security guard by Enriquez Security and Investigation Agency (ESIA). On November 13, 1985, petitioner Enriquez Security Services, Inc. (ESSI) was incorporated. Respondent continued to work as security guard in petitioners agency.

On reaching the age of 60 in July 1997,1respondent applied for retirement.

Petitioner acknowledged that respondent was entitled to retirement benefits but opposed his claim that the computation of such benefits must be reckoned from January 1979 when he started working for ESIA. It claimed that the benefits must be computed only from November 13, 1985 when ESSI was incorporated.

Respondent consequently filed a complaint in the National Labor Relations Commission (NLRC) seeking the payment of retirement benefits under Republic Act No. (RA) 7641, otherwise known as the Retirement Pay Law.2On January 15, 1999, labor arbiter Eduardo Carpio decided in respondents favor:

Complainant is entitled to retirement pay. This entitlement was not denied by respondents. xxx The computation of this benefits shall cover the entire period of his employment from January 1979 up to July 16, 1997 based on his latest monthly salary ofP5,383.15 per the payroll sheet submitted by respondents. While respondents claim that respondent corporation was merely registered with the DOTC on November 13, 1985, they did not deny however that complainant was an employee of the then Enriquez Security and Investigation Agency, and that complainants services with the said security agency up to the present respondent corporation was uninterrupted. The obligation of the new company involves not only to absorb the workers of the dissolved company, but also to include the length of service earned by the absorbed employee with their former employer as well. To rule otherwise would be manifestly less than fair, certainly less than just and equitable.

xxx xxx xxx

WHEREFORE, judgment is hereby rendered ordering respondents to pay complainant the grand total amount ofP228,581.00 representing his retirement benefits and other money claims.

SO ORDERED.3On appeal, the NLRC set aside the labor arbiters award of one-month salary for every year of service for being excessive. It ruled that under RA 7641, respondent Cabotaje was entitled to retirement pay equivalent only to one-half month salary for every year of service. Thus:

WHEREFORE, the assailed decision is hereby set aside and a new one entered ordering respondents to pay complainant the amount ofP76,710.60 representing his retirement benefits.

SO ORDERED.4On March 15, 2000, the NLRC denied petitioners motion for reconsideration.5On May 25, 2000, petitioner filed a special civil action for certiorari6with the Court of Appeals.

On September 26, 2000, the appellate court affirmed the NLRC decision.7It also denied the motion for reconsideration on May 8, 2001.8Hence, this petition for review on certiorari9on the following issues:

1. [w]hether or not the Retirement [Pay] Law has retroactive effect.

2. [w]hether the whole 5 days service incentive leave or just a portion thereof equivalent to 1/12 should be included in the month salary for purposes of computing the retirement pay.

3. [w]hether or not the length of service of a retired employee in a dissolved company (his former employer) should be included in his length of service with his last employer for purposes of computing the retirement pay.10We find no merit in the petition.

First.Petitioners contention that RA 7641 cannot be applied retroactively has long been settled in the Guidelines for Effective Implementation of RA 7641 issued on October 24, 1996 by the Department of Labor and Employment. Paragraph B of the guidelines provides:

In reckoning the length of service, the period of employment with the same employer before the effectivity date of the law on January 7, 1993 should be included.

Thus, inRufina Patis Factory v. Lucas, Sr.,11we held:

RA 7641 is undoubtedly a social legislation. The law has been enacted as a labor protection measure and as a curative statute that absent a retirement plan devised by, an agreement with, or a voluntary grant from, an employer can respond, in part at least, to the financial well-being of workers during their twilight years soon following their life of labor. There should be little doubt about the fact thatthe law can apply to labor contracts still existing at the time the statute has taken effect, and thatits benefits can be reckoned not only from the date of the laws enactment but retroactively to the time said employment contracts have started.(emphasis ours)Second.Petitioners insistence that only 1/12 of the service incentive leave (SIL) should be included in the computation of the retirement benefit has no basis. Section 1, RA 7641 provides:

x x x Unless the parties provide for broader inclusions, the term one-half (1/2) month salary shall mean fifteen (15) days plus one-twelfth (1/12) of the 13th month pay and the cash equivalent of not more than five (5) days of service incentive leave. x x x

Section 5.2, Rule II of the Implementing Rules of Book VI of the Labor Code further clarifies what comprises the "1/2 month salary" due a retiring employee:

5.2Components of One-half (1/2) Month Salary. For the purpose of determining the minimum retirement pay due an employee under this Rule, the term "one-half month salary" shall include all the following:

(a) Fifteen (15) days salary of the employee based on his latest salary rate. x x x;

(b) The cash equivalent of not more than five (5) days of service incentive leave;(c) One-twelfth of the 13th month pay due an employee;

(d) All other benefits that the employer and employee may agree upon that should be included in the computation of the employees retirement pay.

The foregoing rules are clear that the whole 5 days of SIL are included in the computation of a retiring employees pay.

Third.It is a well-entrenched doctrine that the Supreme Court does not pass upon questions of fact in an appeal by certiorari under Rule 45.12It is not our function to assess and evaluate the evidence all over again13where the findings of the quasi-judicial agency and the appellate court on the matter coincide.

The consistent rulings of the labor arbiter, the NLRC and the appellate court should be respected and petitioners veil of corporate fiction should likewise be pierced. These are based on the following uncontroverted facts: (1) respondent worked with ESIA and petitioner ESSI; (2) his employment with both security agencies was continuous and uninterrupted; (3) both agencies were owned by the Enriquez family and (4) petitioner ESSI maintained its office in the same place where ESIA previously held office.14The attempt to make the security agencies appear as two separate entities, when in reality they were but one, was a devise to defeat the law and should not be permitted. Although respect for corporate personality is the general rule, there are exceptions. In appropriate cases, the veil of corporate fiction may be pierced as when it is used as a means to perpetrate a social injustice or as a vehicle to evade obligations. Petitioner was thus correctly ordered to pay respondents retirement under RA 7641, computed from January 1979 up to the time he applied for retirement in July 1997.

WHEREFORE,the petition is herebyDENIED.Theassailed decision and resolution of the Court of Appeals areAFFIRMED.Costs against petitioner.

SO ORDERED.

THIRD DIVISIONTHE HEIRS OF THE LATE PANFILO V. PAJARILLO,Petitioners,-versus-THE HON. COURT OF APPEALS, NATIONAL LABOR RELATIONS COMMISSION and SAMAHAN NG MGA MANGGAGAWA NG PANFILO V. PAJARILLO, ALFREDO HOYOHOY, HERMINIO CASTILLO, BERNARDO ROCO, RODOLFO TORRES, JULIAN JORVINA, LOURDES ROCO, FLORITA YAPOC, MARLON ALDANA, PARALUMAN ULANG, TOLENTINO SANHI, JOHNNY SORIANO, ANDRES CALAQUE, ROBERTO LAVAREZ, FRANCISCO MORALES, SALVACION PERINA, ANTONIO ABALA, ROMEO SALONGA, AUGUR M. MANIPOL, BIENVENIDA TEQUIL, MARIO ELEP, ALADINO LATIGO, BERNARDINE BANSAL, PEDRO DE BAGUIO, RICARDO CALICA, LAURA CO, VICENTE RECANA, ELENA TOLLEDO, ALFREDO PLAZA, SR., HERMINIO BALDONO, FELIPE YAPOC, ARISTON NIPA, and ALFONSO C. BALDOMAR,Respondents.G.R. No. 155056-57Present:

YNARES-SANTIAGO,J.,Chairperson,AUSTRIA-MARTINEZ,

CHICO-NAZARIO,

NACHURA, and

REYES,JJ.

Promulgated:

October 19, 2007

x - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x

D E C I S I O N

CHICO-NAZARIO,J.:

In this Petition for Review onCertiorariunder Rule 45 of the Rules of Court,[1]petitioners, heirs of Panfilo V. Pajarillo, seek to set aside the Decision,[2]and Resolution,[3]dated 12 March 2002 and 28 August 2002, respectively, of the Court of Appeals in CA-G.R. SP No. 54330 and CA-G.R. SP No. 54331, reversing the twoPer CuriamOrders dated 28 October 1996 and 10 January 1997,[4]of the National Labor Relations Commission (NLRC) in NLRC NCR Cases No. 08-03013-87 and 01-00331-88.

Stripped of the non-essentials, the facts are as follows:

Panfilo V. Pajarillo (Panfilo) was the owner and operator of several buses plying certain routes in Metro Manila. He used the namePVP Linerin his buses. Private respondents were employed as drivers, conductors and conductresses by Panfilo.

During their employment with Panfilo, private respondents worked at least four times a week or for an average of fifteen working days per month. They were required to observe a work schedule starting from4:00in the morning up to10:00in the evening on a straight time basis.Private respondent drivers were paid a daily commission of 10%, while private respondent conductors and conductresses received a daily commission of 7%.In sum, each of the private respondents earned an average daily commission of aboutP150.00 a day.They were not given emergency cost of living allowance (ECOLA), 13thmonth pay, legal holiday pay and service incentive leave pay.[5]

The following were deducted from the private respondents daily commissions: (a) costs of washing the assigned buses; (b) terminal fees; (c) fees for sweeping the assigned buses; (d) fees paid to thebarangay tanodat bus terminals; and (e) rental fees for the use of stereo in the assigned buses. Any employee who refused such deductions were either barred from working or dismissed from work.[6]Thereafter, private respondents and several co-employees formed a union calledSAMAHAN NG MGA MANGGAGAWA NG PANFILO V. PAJARILLO(respondent union).The Department of Labor and Employment (DOLE) issued a Certificate of Registration in favor of the respondent union.[7]

Upon learning of the formation of respondent union, Panfilo and his children ordered some of the private respondents to sign a document affirming their trust and confidence in Panfilo and denying any irregularities on his part.Other private respondents were directed to sign a blank document which turned out to be a resignation letter.Private respondents refused to sign the said documents, hence, they were barred from working or were dismissed without hearing and notice.Panfilo and his children and relatives also formed a company union where they acted as its directors and officers.[8]

On25 August 1987, respondent union and several employees filed a Complaint for unfair labor practice and illegal deduction before the Labor Arbiter withPanfilo V. Pajarillo Lineras party-respondent.This was docketed asNLRC/NCR Case No. 00-08-03013-87.[9]On28 September 1987, the respondent union filed an Amended Complaint alleging this time not only unfair labor practice and illegal deduction but also illegal dismissal.[10]

On20 January 1988, respondent union and several employees filed another Complaint for violation of labor standard laws claiming non-payment of (1) ECOLA, (2) 13thmonth pay, (3) overtime pay, (4) legal holiday pay, (5) premium pay, and (6) service incentive leave.The party-respondents in this complaint werePVP LINER INC. and PANFILO V. PAJARILLO, as its General Manager/Operator.This was docketed as NLRC Case No. 00-01-00331-88.[11]

Notifications and summons with respect to NLRC/NCR Case No. 00-08-03013-87were addressed and sent toPANFILO V. PAJARILLO, President/Manager, Panfilo V. Pajarillo Liner,Pasig Line St., Sta. Ana, Manilaon31 August 1987.The Registry Return Receipt dated4 September 1987was addressed toPanfilo V. Pajarillo,and a signature therein appears on top of the signature of the name of the addressee.[12]With regard to NLRC Case No. 00-01-00331-88,notifications and summonses wereaddressed and sent toTHE PRESIDENT/MANAGER, PVP Liner Inc. and Panfilo V. Pajarillo,2175 Zamora Street, Sta. Ana, Manilaon 25 January 1988.The Registry Return Receipt dated4 February 1988wasaddressed toPVP Liner Inc.and was signed by a certainIrene G. Pajarilloas the addressees agent.[13]Panfilo denied the charges in the complaints.He maintained that private respondents were not dismissed from work on account of their union activities; that private respondents and several of their co-employees either resigned or were separated from work, or simply abandoned their employment long before the respondent union was organized and registered with the DOLE; that the private respondents are not entitled to ECOLA and 13thmonth pay because they received wages above the minimum provided by law; that the private respondents are not entitled to overtime and legal holiday pay because these are already included in their daily commissions; that the private respondents are not entitled to five days incentive leave pay because they work only four days a week; that no deductions were made in the daily commissions of the private respondents; that the private respondents voluntarily and directly paid certain individuals forbarangayprotection and for the cleaning of the assigned buses; that he had no participation in these activities/arrangements; that the private respondents were not dismissed from work; and that the private respondents either abandoned their jobs or voluntarily resigned from work.[14]

Upon motion of Panfilo, the complaints in NLRC/NCR Case No. 00-08-03013-87and NLRC Case No. 00-01-00331-88were consolidated.[15]On29 January 1991, Panfilo died.[16]

After hearing and submission by both parties of their respective position papers and memoranda, Labor Arbiter Manuel P. Asuncion (Arbiter Asuncion) rendered a Decision[17]dated28 December 1992, dismissing the consolidated complaints for lack of merit.Thus:

IN THE LIGHT OF ALL THE FOREGOING CONSIDERATIONS, the complaint should be as it is hereby dismissed for lack of merit.

Respondent union appealed to the NLRC.On18 June 1996, the NLRC reversed the decision of Arbiter Asuncion and ordered the reinstatement of, and payment of backwages,ECOLA,13thmonth pay, legal holiday pay and service incentive leave pay to, private respondents.[18]The dispositive portion of the NLRC decision reads:

Wherefore, the appealed decision is hereby set aside.Accordingly, judgment is hereby rendered directing:

(1)The respondent, PVP Liner, Inc. to reinstate to their former positions, without loss of seniority rights and other benefits, the following complainants:Alfredo [Hoyohoy], Bernardo Roco, Rodolfo Torres, Julian Jorvina, Florita Yapoc, Marlon Aldana, Paraluman Ulang, Tolentino Sanhi, Johnny Soriano, Andres Calaque, Roberto Lavarez, Francisco Morales, Salvacion Perina, Antonio Abala, Alfonso Baldomar, Jr., Romeo Salonga, Augur Manipol, Bienvenida Tequil, Mario Elep, Aladino Latigo, Bernardine Bansal, Pedro de Baguio, Ricardo Calica, Laura Co, Vicente Recana, Elena Tolledo, Alfredo Plaza, Sr., Herminio Baldono, Felioe Yapoc, Ariston Nipa and Herminia Castillo and to pay them their backwages corresponding to a period of three (3) years without qualifications and deductions;

(2)The same respondent PVP Liner, Inc. to pay amounts to be computed in a hearing called for said purpose by the Arbitration Branch of Origin, the aforesaid complainants their claims for emergency cost of living allowance (ECOLA), 13thmonth pay, legal holiday pay and service incentive leave benefits subject to the three-year prescriptive period provided under Article 291 of the Labor Code, as amended;

(3)The dismissal of the claims on alleged illegal deductions of the respondents for lack of merits; and

(4)The dismissal of the case of Lourdes Roco due to prescription.

All other claims of the complainants and the respondents are likewise DISMISSED, for being without merit.

The Arbitration Branch of Origin is hereby directed to enforce this decision.

Panfilos counsel filed a motion for reconsideration which was partially granted by the NLRC in its Order dated28 October 1996, to wit:

Dictated, however, by the imperatives of due process, we find it more judicious to just remand this case for further hearing on key questions of:

1)whether or not PVP Liner Inc. was properly impleaded as party respondent in the consolidated cases below;

2)whether or not summons was properly served on said corporation below; and

3)whether or not the subject cases can be considered as principally money claims which have to be litigated in intestate/testate proceedings involving the estate of the late Panfilo V. Pajarillo.

WHEREFORE, our decision datedJune 18, 1996is hereby set aside. Let this case be remanded to the NCR Arbitration Branch for further hearing on the questions above-mentioned.[19]

Respondent union filed a motion for reconsideration of the above-stated Order, but this was denied by the NLRC in its Order dated10 January 1997.[20]Thus, respondent union filed a Petition forCertiorariunder Rule 65 before this Court. Pursuant, however, to our ruling inSt. MartinFuneral Home v.National Labor Relations Commission,[21]we remanded the petition to the Court of Appeals for proper disposition.

On12 March 2002, the Court of Appeals rendered a Decision granting the respondent unions petition and nullifying the Orders dated28 October 1996and10 January 1997of the NLRC.It also reinstated the Decision dated18 June 1986of the NLRC.[22]The appellate court decreed:

WHEREFORE, premises considered, the PETITION FOR CERTIORARI is hereby GRANTED. Accordingly, the Order datedOctober 28 1996andJanuary 10, 1997of the NLRC are hereby NULLIFIED and its Decision dated 18 June 1986 be REINSTATED.

Panfilos counsel filed a motion for reconsideration of the said decision but this was denied by the appellate court in its Resolution dated28 August 2002.[23]

Herein petitioners, as heirs of Panfilo, filed the instant petition before this Court assigning the following errors:

I.

THE HONORABLE COURT OF APPEALS SERIOUSLY ERRED IN ARRIVING AT THE CONCLUSION THAT PVP LINER INC. WAS PROPERLY MISPLEADED, WHICH IS A NON-EXISTING CORPORATION.

II.

THE HONORABLE COURT OF APPEALS SERIOUSLY ERRED IN NOT CONSIDERING THAT THERE WAS NO PROPER AND EFFECTIVE SERVICE OF SUMMONS.

III.

THE HONORABLE COURT OF APPEALS SERIOUSLY ERRED IN PIERCING THE VEIL OF CORPORATE ENTITY OF PVP PAJARILLO LINER INC.

IV.

THE HONORABLE COURT OF APPEALS SERIOUSLY ERRED IN REINSTATING THE ORDER OF THE NLRC DATEDJUNE 18, 1996, WHICH DECLARED THAT PRIVATE RESPONDENTS WERE ILLEGALLY DISMISSED.[24]

Anent the first issue,petitioners alleged that the Decision dated 18 June 1996 of the NLRC, orderedPVP Liner Inc.to reinstate private respondents and pay their backwages, ECOLA,13thmonth pay, legal holiday pay and service incentive leave pay; that there was no such entity asPVP Liner Inc.organized and existing in the Philippines;that it was not possible for Arbiter Asuncion and the NLRC to acquire jurisdiction over a non-existing company; that there can never be a service of summons or notice to a non-existent entity; that the true employer of private respondents was Panfilo as the sole proprietor/operator of passenger buses doing business under the tradename,PVP Liner,and notPVP LinerInc. which was non-existent; that Panfilo never usedPVP LinerInc.as his tradename; that the present operator of PVP Liner buses isP.V.PAJARILLO LINER, a corporation duly registered with the Securities and Exchange Commission; that at the time the instant case was filed before Arbiter Asuncion in1987, the latter did not have jurisdiction overP.V.PAJARILLO LINERbecause it was organized and duly registered only on 22 January1990; thatP.V.PAJARILLO LINERhas a separate and distinct personality from Panfilo as the sole operator of PVP Liner buses; that, therefore,P.V.PAJARILLO LINERcannot be made a party or impleaded in the present case; that the amended complaint in NLRC/NCR Case No. 00-08-03013-87impleaded as party-respondentPANFILO V. PAJARILLO LINERand PANFILO V. PAJARILLO, as operator and responsible officer;thatPVP LinerInc. was not impleaded in the instant case; and that no summons was ever served onPVP LinerInc. in NLRC/NCR Case No. 00-08-03013-87.[25]The contentions are bereft of merit.

In the Complaint dated20 January 1988,PVP Liner Inc. and Panfilo were impleaded as party-respondents, thus:

That respondent PVP Liner, Inc., is a private business entity, engaged in transportation of passengers, duly organized and existing pursuant to law and for this purpose maintains its principal office at 2175, Zamora Street, Sta. Ana, Manila;while individual respondent [Panfilo] is the General Manager/Operator and may be served with summons, notices and other processes at the aforementioned principal office.[26]

Panfilo did not question in his position paper or in his motion for consolidation of the complaints the foregoing allegations.Neither did he assail the inclusion ofPVP Liner Inc. as party-respondent in respondent unions position paper dated6 June 1988.

In Panfilos position paper as well as in the records of the proceedings before Arbiter Asuncion, there is nothing that shows that Panfilo challenged the jurisdiction of Arbiter Asuncion overPVP Liner Inc.When Arbiter Asuncion decided in favor of Panfilo, the latter said nothing about the inclusion ofPVP Liner Inc. as party respondent and the lack of jurisdiction of Arbiter Asuncion over the same.It was only when the NLRC rendered a Decision adverse to Panfilo that the latter alleged the non-existence ofPVP Liner Inc.and the fact that Arbiter Asuncion and the NLRC had no jurisdiction over it.

Petitioners are now precluded from questioning the inclusion ofPVP Liner Inc. as party-respondent as well as the jurisdiction of Arbiter Asuncion and the NLRC over them under the principle ofestoppel.It is settled that the active participation of a party against whom the action was brought, coupled with his failure to object to the jurisdiction of the court or quasi-judicial body where the action is pending, is tantamount to an invocation of that jurisdiction and a willingness to abide by the resolution of the case and will bar said party from later on impugning the court or bodys jurisdiction.[27]This Court has time and again frowned upon the undesirable practice of a party submitting his case for decision and then accepting the judgment only if favorable, and attacking it for lack of jurisdiction when adverse.[28]

It is apparent thatPanfilo V. Pajarillo LinerandPVP Liner Inc. are one and the same entity belonging to one and the same person, Panfilo.WhenPVP Liner Inc. andPanfilo V. Pajarillo Linerwere impleaded as party-respondents, it was Panfilo, through counsel, who answered the complaints and filed the position papers, motions for reconsideration and appeals.It was also Panfilo, through counsel, who participated in the hearings and proceedings. In fact, Abel Pajarillo (Abel), son of Panfilo, testified before Arbiter Asuncion that he was the operations manager ofPVP Liner Inc.[29]Further, both Panfilo andPVPLiner Inc. were charged jointly and severally in the aforesaid complaints.

Aproposthe second issue, petitioners alleged that the notices and summons were received by a certain Irene G. Pajarillo (Irene) for and in behalf of the PVP Liner Inc.; that Irene was neither and could not have been the President/Manager of PVP Liner Inc., the latter being non-existent; and that Irene was not an officer of P.V. Pajarillo Liner.[30]

Sections 4 and 5 of Rule IV of the Revised Rules of Procedure of the NLRC provides the rule for the service of summonses and notices in NLRC cases,viz:

Sec. 4.Service of notices and resolutions. a) Notices or summons and copies of orders, resolutions or decisions shall be served personally by the bailiff or the duly authorized public officer or by registered mail on the parties to the case within five (5) days from receipt thereof by the serving officer.

Sec. 5.Proof and completeness of service. The return isprimafacieproof of the facts indicated therein. Service by registered mail is complete upon receipt by the addressee or his agent.[31]

Records show that Irene received the summons for NLRC Case No. 00-01-00331-88on4 February 1988in behalf of PVP Liner Inc.These summonses wereaddressed and sent toTHE PRESIDENT/MANAGER, PVP Liner Inc. and Panfilo V. Pajarillo,2175 Zamora Street, Sta. Ana, Manilaon 25 January 1988.The Registry Return Receipt dated4 February 1988wasaddressed toPVP Liner Inc.and was signed by Irene as the addressees agent.[32]Abel, one of the heirs of Panfilo and the Operations Manager of PVP Liner Inc., testified during the hearing before Arbiter Asuncion that Irene was one of the secretaries of PVP Liner Inc.[33]Hence, there was a valid service of summons.

Regarding the third issue, petitioners posited thatP.V. Pajarillo Liner Inc.is an independent corporation and cannot be considered as an adjunct or extension of Panfilo as the sole operator of PVP Liner buses; and that at the timeP.V. Pajarillo Liner Inc. was established, it had no liability or obligation which it tried to shield or circumvent.[34]

It is a fundamental principle of corporation law that a corporation is an entity separate and distinct from its stockholders and from other corporations to which it may be connected.However, this separate and distinct personality of a corporation is merely a fiction created by law for convenience and to promote justice.Hence, when the notion of separate juridical personality is used to defeat public convenience, justify wrong, protect fraud or defend crime, or is used as a device to defeat labor laws, this separate personality of the corporation may be disregarded or the veil of the corporate fiction pierced.This is true likewise when the corporation is merely an adjunct, a business conduit or an alter ego of another corporation. The corporate mask may be lifted and the corporate veil may be pierced when a corporation is but the alter ego of a person or another corporation.[35]

It is apparent that Panfilo started his transportation business as the sole owner and operator of passenger buses utilizing the namePVP Linerfor his buses.After being charged by respondent union of unfair labor practice, illegal deductions, illegal dismissal and violation of labor standard laws, Panfilo transformed his transportation business into a family corporation, namely,P.V. Pajarillo Liner Inc.He and petitioners were the incorporators, stockholders and officers therein.P.V. Pajarillo Inc. and the sole proprietorship of Panfilo have the same business address.P.V. Pajarillo Inc.also uses the namePVP Linerin its buses. Further, the license to operate or franchise of the sole proprietorship was merely transferred toP.V.Pajarillo Liner Inc.The testimony of Abel during the hearing before Arbiter Asuncion is revealing, thus:

Q:Mr. Pajarillo, when did you start assuming the functions of operations manager of PVP Liner?

A:Seven years from now, sometime in the year 1984 or 1985, sir.

Q:Do you have any written appointment as Operations Manager?

A:No, sir.

Q:I noticed that your surname is Pajarillo you are one way or another related to Mr. Panfilo V. Pajarillo, is that correct?

Witness:

A:I am the son of Panfilo Pajarillo, sir.

Q:In so far as PVP Liner is concerned and being the operations manager, are you aware if it is a single proprietor or a corporation?

A:At the start it was a single proprietorship, lately, it has become a family corporation.

Atty. Flores, Jr. (to witness)

Q:When you became the Operations Manager of PVP Liner, is it a single proprietor or a family Corporation?

A:It was a single proprietorship.

Q:Mr. Witness, since PVP Liner is a transportation business it has a license to operate these buses?

A:Yes, there is, sir.

Atty. Flores, Jr. (to witness)

Q:In whose name was it registered?

A:Before it was with my father Panfilo V. Pajarillo, sir.

Q:Do I understand that the licensing of this transportation company was transferred to another person?A:It was never transferred to another person, except now, that it has been transferred to a corporation.[36]

It is clear from the foregoing thatP.V. Pajarillo Liner Inc. was a mere continuation and successor of the sole proprietorship of Panfilo.It is also quite obvious that Panfilo transformed his sole proprietorship into a family corporation in a surreptitious attempt to evade the charges of respondent union. Given these considerations, Panfilo andP.V. PajarilloLiner Inc. should be treated as one and the same person for purposes of liability.[37]

Finally, petitioners averred that no unfair labor practice was committed, and that private respondents were not illegally dismissed from work.

In its Decision dated18 June 1996, the NLRC made an exhaustive discussion of the allegations and evidence of both parties as regards unfair labor practice and illegal dismissal.It concluded that private respondents, officers and members of respondent union were dismissed by reason of their union activities and that there was no compliance with substantial and procedural due process in terminating their services.It also held that the private respondents who were not members of the respondent union were also dismissed without just or valid cause, and that they were denied due process. These factual findings and conclusions were supported by substantial evidence comprised of affidavits, sworn statements, testimonies of witnesses during hearings before Arbiter Asuncion, and other documentary evidence.These findings were sustained by the Court of Appeals.

The rule is that findings of fact of quasi-judicial agencies like the NLRC are accorded by this Court not only respect but even finality if they are supported by substantial evidence, or that amount of relevant evidence which a reasonable mind might accept as adequate to justify a conclusion.[38]We find no compelling reason to deviate from such findings of the NLRC as affirmed by the Court of Appeals.

Consequently, the private respondents are entitled to reinstatement, backwages and other privileges and benefits under Article 279 of the Labor Code.Separation pay may be given in lieu of reinstatement if the employee concerned occupies a position of trust and confidence.In the case at bar, however, the private respondents, as former bus drivers, conductors and conductresses of petitioners, donothold the position of trust and confidence.[39]

Nonetheless, it appears from the records that some of the private respondents, namely,Augur Manipol, Rodolfo Torres, Ricardo Calica, Paraluman Ulang, Edith Chua, Alfredo Hoyohoy, Johnny Soriano, Bernardo Roco, Tolentino Sanhi, Salvacion Perina, Pedro L. de Baguio, Ariston Nipa, Felipe Yapoc, Laura Co, Bienvenida Tequil, Roberto Lavarez, Francisco Morales and Herminio Castillo,had executed a Quitclaim/Release discharging petitionersfrom any and all claims by way of unpaid wages, separation pay, overtime pay, differential pay, ECOLA, 13thmonth pay, holiday pay, service incentiveleave pay or otherwise.[40]

Generally, deeds of release, waivers, or quitclaims cannot bar employees from demanding benefits to which they are legally entitled or from contesting the legality of their dismissal, since quitclaims are looked upon with disfavor and are frowned upon as contrary to public policy. Where, however, the person making the waiver has done so voluntarily, with a full understanding thereof, and the consideration for the quitclaim is credible and reasonable, the transaction must be recognized as being a valid and binding undertaking.[41]

There is no showing that the executions of these quitclaims were tainted with deceit or coercion.On the contrary, each of the private respondentsSinumpaang Salaysay,which accompanied the quitclaims, evinces voluntariness and full understanding of the execution and consequence of the quitclaim.In their saidSinumpaang Salaysay, the private respondents stated that their lawyer had extensively explained to them the computation and the actual amount of consideration they would receive; that they were not forced or tricked by their lawyer in accepting the same; and that they already received the amount of consideration.[42]

Further, the considerations received by the private respondents were credible and reasonable because they were not grossly disproportionate to the computation by the NLRC of the amount of backwages and other money claims.[43]

Given these circumstances, the quitclaims should be considered as binding on the private respondents who executed them.It is settled that a legitimate waiver which represents a voluntary and reasonable settlement of a workers claim should be respected as the law between the parties.[44]Accordingly, the private respondents who made such quitclaims are already precluded from claiming reinstatement, backwages, ECOLA, 13THmonth pay, legal holiday pay, service incentive leave pay, and other monetary claims.

With regard to the other private respondents who did not execute such quitclaims, they are entitled to reinstatement, backwages, ECOLA, 13THmonth pay, legal holiday pay and service incentive leave pay in accordance with the computation of the NLRC.

WHEREFORE,the petition is herebyDENIED.The Decision and Resolutiondated 12 March 2002 and 28 August 2002, respectively, of the Court of Appeals in CA-G.R. SP No. 54330 and CA-G.R. SP No. 54331, are herebyAFFIRMEDwith the followingMODIFICATIONS:(1)Private respondentsAugur Manipol, Rodolfo M. Torres, Ricardo Calica, Paraluman Ulang, Edith Chua, Alfredo Hoyohoy, Johnny Soriano, Bernardo Roco, Tolentino Sanhi, Salvacion Perina, Pedro L. de Baguio, Ariston Nipa, Felipe Yapoc, Laura Co, Bienve