TOMAS LAO CONSTRUCTION Vs.

NATIONAL LABOR RELATIONS

COMMISSION G.R. No. 116781

FACTS OF THE CASE

Private respondents individually filed complaints for illegal dismissal against petitioners
with the NLRC. They alleged that they were hired for various periods as construction
workers in different capacities, alternately working for petitioners Tomas Lao
Corporation (TLC), Thomas and James Developers (T&J) and LVM Construction
Corporation (LVM), altogether informally referred to as the “Lao Group of
Companies,” the 3 entities comprising a business conglomerate exclusively controlled
and managed by members of the Lao family. With this arrangement, workers were
transferred whenever necessary to on-going projects of the same company or of the
others, or were rehired after the completion of the project or project phase to which
they were assigned.

In 1989, Andres Lao, Managing Director of LVM and President of T&J, issued a
memorandum requiring all workers and company personnel to sign employment
contract forms and clearances which were issued on July 1, 1989 but antedated
January 10, 1989. These were to be used allegedly for audit purposes pursuant to a
joint venture agreement between LVM and T&J. The contracts expressly described the
construction workers whose employments were for a definite period, i.e. upon the
expiration of the contract period or the completion of the project for which the
workers was hired.

Except for Gomez, all private respondents refused to sign, contending that this scheme
was designed to downgrade their status from regular employees to mere project
employees. As such, their salaries were withheld. Labor Arbiter Velasquez dismissed
the complaint finding private respondents to be project employees who can be
terminated upon project completion. NLRC reversed the decision, finding private
respondents to be regular employees who were dismissed without just cause and
denied due process. In granting monetary awards to complainants, the NLRC
disregarded the veil of corporate fiction and treated the three corporations as one on
the basis of petitioners’ admission that “the three operated as one, intermingling and
commingling all its resources, including manpower facility.”

ISSUE Whether the NLRC erred when it pierced the veil of corporate personality of
petitioner-corporations.

RULING The NLRC did not err in disregarding the veil of separate corporate
personality and holding petitioners jointly and severally liable for private respondents’
back wages and separation pay. The records disclose that the three corporations were
in fact substantially owned and controlled by members of the Lao family. A majority
of the outstanding shares of stock in LVM and T&J is owned by the Lao family.
The Lao Group of Companies therefore is a closed corporation where the
incorporators and directors belong to a single family. Petitioners are engaged in the
same line of business under one management and use the same equipment including
manpower services. Where it appears that three business enterprises are owned,
conducted and controlled by the same parties, both law and equity will, when
necessary to protect the rights of third persons, disregard the legal fiction that the
three corporations are distinct entities and treat them as identical.

Hence, the Court disregards the separate personalities of the three corporations and at
the same time declare the members of the corporations jointly and severally liable
with the corporations for the monetary awards due to private respondents. The fiction
of law that a corporation as a separate juridical entity was envisaged for convenience
and to serve justice; therefore it should not be used as a subterfuge to commit
injustice and circumvent labor laws.