Philippine Supreme Court Jurisprudence

This is a Petition for Review on Certiorari filed under Rule 45 of the Rules of Court assailing the Decision¹ dated April 13, 2018 of the Court of Appeals (CA) in CA-G.R. CV No. 106069, which affirmed the Decision² dated November 16, 2015 of the Regional Trial Court (RTC) of Makati City, Branch 133, which dismissed Daniel F. Tiangco's (Tiangco) Complaint for Sum of Money with Damages.

The Facts

In 1978, herein petitioner Tiangco was engaged as an insurance agent by the Philippine branch of Sun Life Assurance of Canada (a part of Sun Life Financial), which name was later changed to Sun Life of Canada (Philippines), Inc. (SLOCPI).

In 2000, Sun Life Financial established Sun Life Financial Plans, Inc. (SLFPI) as part of its expansion in the pre-need industry. Tiangco was then engaged by SLFPI as Sales Consultant to market its pre-need plans in the Philippines.

On December 10, 2003, Tiangco's SLOCPI's Agent's Agreement (Agent's Agreement) and SLFPI's Sales Consultant's Agreement (Consultant's Agreement) were terminated, after due and proper investigation of a sexual harassment charge against him by one Marigay S. Rivera.³

In a Letter⁴ dated July 10, 2004, Tiangco demanded from SLFPI, SLOCPI, and Rizalina Mantaring (collectively, respondents), President of both SLFPI and SLOCPI, payment of commission on premium payments to SLFPI after December 10, 2003. The unpaid remunerations mostly pertained to renewal commissions for a group life policy, educational plans, and pension plans amounting to a total of P496,148.70.

SLFPI denied the demands of Tiangco on the provisions in the Consultant's Agreement to which Tiangco agreed to SLFPI likewise contended that whatever commissions Tiangco is entitled to, have already been paid for and were received by Tiangco.

Aggrieved, Tiangco then filed a Complaint⁵ for Sum of Money before the RTC with claims for moral damages.

The Ruling of the RTC

The RTC, in its Decision⁶ dated November 16, 2015, dismissed the complaint and the compulsory counterclaims filed by respondents for lack of merit. The RTC held that Tiangco failed to adduce preponderant proof to support his claim against respondents.

The Ruling of the CA

On appeal, Tiangco interposed the following arguments: (a) that he did not sign the Consultant's Agreement; (b) that, as a signatory of the Agent's Agreement and having rendered 15 years of service, he is entitled to the commissions, bonuses, and other compensation even after his termination; and (c) that since SLOCPI and SLFPI share the same president and administrative officers, and since the policies of the two companies are integrated, the compensation scheme in SLOCPI would likewise apply to SLFPI.

The CA, in its Decision⁷ dated April 13, 2018, denied Tiangco's appeal and affirmed the Decision of the RTC. The CA held that Tiangco cannot deny having signed the Consultant's Agreement as shown by his signature and affirmation in the SLFPI Briefing Certificate that he read, understood, and submitted the Consultant's Agreement. As regards Tiangco's postulation that SLOCPI and SLFPI are one entity as they have interlocking officers, the CA held that it has no reason to pierce the veil of corporate entity of SLFPI and SLOCPI or consider the two companies as one entity. The CA concurred with the RTC that Tiangco failed to present sufficient evidence to prove that he is entitled to the commission he is claiming.

Regarding the claim of cash bond, the CA upheld the ruling of the RTC that such cannot be released considering that Tiangco has not secured the necessary clearance from respondents.

Not in conformity with the CA Decision, Tiangco elevated the case before the Court via Rule 45 of the Rules of Court submitting the following grounds of his petition:

1.	THE FINDINGS OF FACT OF THE HON. [CA] THAT THERE IS ABSENCE OF EVIDENCE THAT [TIANGCO] IS ENTITLED TO CERTAIN RENEWAL COMMISSIONS FROM THE SALE OF SLFPI'S PRE-NEED PLANS IS SHARPLY CONTRADICTED BY THE EVIDENCE ON RECORD.
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2.	THE FINDINGS OF FACT OF THE HON. [CA] THAT THERE IS NOT ENOUGH JUSTIFICATION TO CONSIDER SLOCPI AND SLFPI AS ONE ENTITY IS STRONGLY CONTRADICTED BY THE EVIDENCE ON RECORD.
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3.	THE HON. [CA] IS MANIFESTLY MISTAKEN IN FINDING THAT [TIANGCO] IS NOT ENTITLED TO THE REFUND OF HIS [P50,000.00] CASH BOND.8

The Issues

The issues in the present controversy redounds to the following:

(a)	Whether Tiangco is entitled to the commission earned after his termination under the premise that SLFPI and SLOCPI are one entity; and
(b)	Whether Tiangco is entitled to the refund of his cash bond amounting to P50,000.00.

The Court's Ruling

The petition lacks merit.

Under Rule 45, the Court is only limited to the resolution of questions of fact. It is not part of the function of the Court to analyze or weigh the evidence already perused by the trial courts. However, this rule admits of some exceptions, to wit: (1) When the conclusion is a finding grounded entirely on speculation, surmises or conjectures; (2) When the inference made is manifestly mistaken, absurd or impossible; (3) Where there is a grave abuse of discretion; (4) When the judgment is based on a misapprehension of facts; (5) When the findings of fact are conflicting; (6) When the CA, in making its findings, went beyond the issues of the case and the same is contrary to the admissions of both appellant and appellee; (7) The findings of the CA are contrary to those of the trial court; (8) When the findings of fact are conclusions without citation of specific evidence on which they are based; (9) When the facts set forth in the petition, as well as in petitioner's main and reply briefs are not disputed by respondents; and (10) The finding of fact of the CA is premised on the supposed absence of evidence and is contradicted by the evidence on record.⁹

In the present petition, Tiangco asserts that the present case falls under the exceptions since the CA's inference is manifestly mistaken, absurd, and impossible, and the findings of fact is premised on the supposed absence of evidence and is contradicted by the evidence on record.¹⁰

A judicious scrutiny of the case reveals that none of the exceptional circumstances is present in the instance case.

Tiangco insists that the CA erred in affirming the ruling of the RTC that he is not entitled to the unpaid renewal commissions which accrued after his termination. Tiangco argues that under the Agent's Agreement in SLOCPI, an agent who has completed 15 years of service is entitled to commissions, bonuses and other compensations even after his termination. Tiangco further posits that SLOCPI and SLFPI are holding themselves out to the public as one and the same entity considering that both companies have interlocking management, officers, and policies. Moreover, the termination of SLFPI's Consultant's Agreement meant the automatic or concurrent termination of SLOCPI's Agent's Agreement. Allegedly, the provisions in the Agent's Agreement under SLOCPI is applicable to his commissions under SLFPI.

In its assailed Decision, the CA held that it saw no reason to pierce the veil of corporate fiction of SLFPI or consider SLFPI and SLOCPI as one, as there was no showing that SLFPI was established to defeat public convenience, justify wrong, protect fraud or defend crime, or is used as a device to defeat the labor laws, nor is there any showing that SLFPI is used as a business conduit of SLOCPI.

In order for the Alter Ego Doctrine or the piercing of the corporate veil to be applied, the following elements of the Control Test must concur:

(1) Control, not mere majority or complete stock control, but complete domination, not only or 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 plaintiff's legal right; and

(3) The aforesaid control and breach of duty must [have] proximately caused the injury or unjust loss complained of.¹¹

The mere existence of interlocking directors, management, and even the intricate intertwining of policies of the two corporate entities do not justify the piercing of the corporate veil of SLFPI, unless there is presence of fraud or other public policy considerations.¹² To stress, the Alter Ego Doctrine cannot be casually invoked nor presumed. Failure to prove any of the foregoing requisites precludes Tiangco from invoking the same. Considering that no clear and convincing proof of any wrongdoing was proven in this case, the CA properly ruled that the provisions in the Agent's Agreement in SLOCPI cannot be used as a basis in Tiangco's claim for commissions under SLFPI. Simply put, Tiangco cannot invoke the provisions under the SLOCPI Agent's Agreement in order to demand the renewal commissions under SLFPI policies, which accrued after his termination.

Aside from invoking the Alter Ego Doctrine to pursue his claim, Tiangco denied being bound by the Consultant's Agreement as he belied having signed it. However, there is preponderant evidence on record, which would prove that Tiangco knows that he is bound by SLFPI's Consultant's Agreement. Tiangco admitted that it was his signature appearing on the SLFPI's Briefing Certification wherein he acknowledged that he has read the Consultant's Agreement, Guidelines on Personal and Returned Cheques of Sales Consultants and understood the full context of such agreements.¹³ Tiangco likewise indicated therein that he submitted the Sales Consultant's Contract and Remuneration Schedule to SLFPI.¹⁴

Section VI, paragraph (d), sub-paragraph (a) of the SLFPI 's Consultant's Agreement provides that:

VI. SALES CONSULTANT'S COMPENSATION

The Company will compensate the Sales Consultant commissions, bonuses and other compensation while this Agreement is in force and effect subject to the following conditions:

x x x x

(d) Commissions, bonuses and other compensation shall not be payable nor accrue to the Sales Consultant:

a. After termination of this Agreement except as follows:

1. First year commissions due on cases submitted and installment paid prior to such termination but approved after the effective date of cancellation;
   
   
2. If the termination is by reason of the death of the Sales Consultant[,] then the Company will pay to the legal representative of the Sales Consultant as they become payable the commissions that would have been payable during the commission-paying period of the plans concerned;
   
   
3. With respect to the payments described in (ii), in the absence of the appointment of a legal representative, the Company may in its sole discretion make payment to the Sales Consultant 's legal spouse, if any, and be fully discharged of its liability to the extent of the payment actually made to such spouse.¹⁵

Considering that Tiangco was terminated due to an administrative complaint, it is clear from the foregoing that he is not entitled to any commission, bonus or other compensation after the termination of the agreement.

Cash Bond is withheld until the release of Clearance.

Tiangco likewise asserts that he is entitled to the refund of his cash bond with SLFPI. Tiangco claims that SLFPI's Agency Accounting and Administration Officer Elvie M. Mamaril issued a Certification¹⁶ dated June 8, 2005 clearing him of all his financial accountabilities, thus, justifying his claim for refund of cash bond amounting to P50,000.00. Respondents, on the other hand, insist that the certification they issued to Tiangco only pertained to his earnings for the years 2002 to 2003.¹⁷

Both the RTC and the CA held that Tiangco failed to present sufficient proof that he secured the necessary clearance for the release of the cash bond. The Court concurs with the RTC and the CA. Indeed, Tiangco has to secure a clearance from SLFPI for the release of the cash bond. Since Tiangco failed to present sufficient proof that the necessary clearance was indeed released, his claim must be denied.

WHEREFORE, in view of the foregoing, the Petition for Review on Certiorari is DENIED. The Decision dated April 13, 2018 of the Court of Appeals in CA-G.R. CV No. 106069 is hereby AFFIRMED.

SO ORDERED.

Perlas-Bernabe, S.A.J., (Chairperson), Hernando, and Lopez,^* JJ., concur.
Baltazar-Padilla, J., on leave.

Endnotes:

^* Designated as additional member in lieu of Associate Justice Henri Jean Paul B. Inting per Raffle dated September 23, 2020.

¹ Penned by Associate Justice Rafael Antonio M. Santos, with Associate Justices Ramon A. Cruz and Socorro B. Inting, concurring; rollo, pp. 45-63.

² Penned by Presiding Judge Elpidio R. Calis; id. at 256-264.

³ Id. at 48, 165-166.

⁴ Id. at 167.

⁵ Id. at 168-181.

⁶ Id. at 256-264.

⁷ Id. at 45-63.

⁸ Id. at 19.

⁹Spouses Miano, Jr. v. Manila Electric Company, 800 Phil. 118, 123 (2016), citing Medina v. Mayor Asistio, Jr., 269 Phil. 225, 132 (1990).

¹⁰ Rollo, pp. 19-20.

¹¹Pacific Rehouse Corp. v. Court of Appeals, 730 Phil. 35, 348 (2014).

¹² See Jardine Davies, Inc. v. JRB Realty, Inc., 502 Phil. 129, 138 (2005).

¹³ Rollo, p. 426; TSN, October 20, 2014, p. 53.

¹⁴ Id. at 373.

¹⁵ Id. at 137-138.

¹⁶ Id. at 68.

¹⁷ Id. at 127.

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