Respondents were employees of petitioner Restaurante Las Conchas which was allegedly operated by the Restaurant Services Corporation (RSC) and by petitioners David Gonzales and Elizabeth Anne Gonzales who are members of the board of directors and officers of the corporation. RSC had to shut down its business after failing to look for a new place to transfer to as Ayala Land had obtained a favorable judgment over the land they are previously occupying. This resulted in termination of respondents who then subsequently filed a complaint for the payment of their labor benefits. Petitioners contend that being mere officers and members of the board of directors, they cannot be held to answer for the liability of the corporation which has a separate and distinct personality from its members.
Whether or not petitioners can be held personally liable for the corporation’s liabilities.
Assuming that indeed, the Restaurant Services Corporation was the owner of the Restaurante Las Conchas and the employer of private respondents, this will not absolve petitioners David Gonzales and Elizabeth Anne Gonzales from their liability as corporate officers. Although as a rule, the officers and members of a corporation are not personally liable for acts done in the performance of their duties, this rule admits of exceptions, one of which is when the employer corporation is no longer existing and is unable to satisfy the judgment in favor of the employee, the officers should be held liable for acting on behalf of the corporation. Here, the corporation does not appear to exist anymore.
In the present case, the employees can no longer claim their separation benefits and 13th month pay from the corporation because it has already ceased operation. To require them to do so would render illusory the separation and 13th month pay awarded to them by the NLRC. Their only recourse is to satisfy their claim from the officers of the corporation who were, in effect, acting in behalf of the corporation. It would appear that, originally, Restaurante Las Conchas was a single proprietorship put up by the parents of Elizabeth Anne Gonzales, who together with her husband, petitioner David Gonzales, later took over its management. Private respondents claim, and rightly so, that the former were the real owners of the restaurant. The conclusion is bolstered by the fact that petitioners never revealed who were the other officers of the Restaurant Services Corporation, if only to pinpoint responsibility in the closure of the restaurant that resulted in the dismissal of the private respondents from employment. Petitioners David Gonzales and Elizabeth Anne Gonzales are, therefore, personally liable for the payment of the separation and 13th month pay due to their former employees.