328 Phil. 230
KAPUNAN, J.:
Pepsi-Cola Distributors of the Philippines may have ceased business operations and Pepsi-Cola Products Philippines Inc. may be a new company but it does not necessarily follow that no one may now be held liable for illegal acts committed by the earlier firm. The complaint was filed when PCD was still in existence. Pepsi-Cola never stopped doing business in the Philippines. The same soft drinks products sold in 1988 when the complaint was initiated continue to be sold now. The sale of products, purchases of materials, payment of obligations, and other business acts did not stop at the time PCD bowed out and PCPPI came into being. There is no evidence presented showing that PCPPI, as the new entity or purchasing company is free from any liabilities incurred by the former corporation.In their opposition dated 2 June 1994, private respondents contended that PCPPI was not impleaded as party-respondent in the instant case and was never given the chance to adduce evidence in its behalf. The writ of execution issued against it was, therefore, a violation of due process.[7]
Petitioner emphatically maintains that:PCPPI refutes the contentions of petitioner and equally asserts that PCPPI and PCD are separate, distinct and independent entities. It alleges that the Pepsi Cola Bottling Co. v. NLRC case is inapplicable because in the present case PCPPI is ready to present evidence to prove that it is not responsible for the liabilities of PCD. Since PCPPI was never made a party-respondent in the proceedings, due process dictates that it be given an opportunity to present its side.
1) As the successor-in-interest of PCD, PCPPI is liable for the obligations incurred by the former based on the ruling in Pepsi Cola Bottling Co. v. NLRC;[12]
2) During the 9 June 1994 hearing for resolution of petitioner’s motion to require PCPPI to comply with the writ of execution and private respondents’ opposition thereto, Atty. Luis Dado appeared and manifested his consent to have the issue of whether or not PCPPI is the successor-in-interest of PCD submitted for resolution,[13] hence, PCPPI was afforded due process;
3) Since the temporary restraining order issued by the NLRC has already expired, there is no longer any legal impediment to the enforcement of the subject writ of execution; and
4) PCPPI and its counsel are employing tactics simply to delay the administration of justice.
With respect to the third issue, PCPPI claims that public respondent committed grave abuse of discretion in holding it liable for the reinstatement of the private respondent considering that PCPPI is an entirely separate and distinct entity from the PCD.The recent case of Pepsi Cola Distributors of the Philippines, Inc. v. NLRC, in turn, involved the illegal dismissal of a maintenance electrician who was reinstated in the payroll pending PCD’s appeal with the NLRC but was again dismissed due to the sale of PCD’s business interests to PCPPI. PCPPI denied liability on the following grounds:
On the ground of serious business losses, PCD alleged that it ceased to operate on July 24, 1989 and PCPPI, a company separate and distinct from PCD acquired the franchise to sell the Pepsi-Cola products.
Pepsi-Cola Distributors of the Philippines may have ceased business operations and Pepsi-Cola Products Philippines Inc. may be a new company but it does not necessarily follow that no one may now be held liable for illegal acts committed by the earlier firm. The complaint was filed when PCD was still in existence. Pepsi-Cola never stopped doing business in the Philippines. The same soft drinks products sold in 1988 when the complaint was initiated continue to be sold now. The sale of products, purchases of materials, payment of obligations, and other business acts did not stop at the time PCD bowed out and PCPPI came into being. There is no evidence presented showing that PCPPI, as the new entity or purchasing company is free from any liabilities incurred by the former corporation.[16]
1. PCPPI is now the owner, manufacturer and operator of the properties and assets of the respondent Pepsi-Cola Distributors of the Philippines, Inc. (PCD) located in Butuan Plant;(One will readily observe that the aforequoted arguments are the same contentions presented by PCPPI in the instant case.) The NLRC, however, ruled against PCD and PCPPI and ordered both to reinstate the dismissed employee. Undaunted, PCD brought its case to this Court and in rejecting the same we declared:
2. PCPPI has a legal personality separate and distinct from PCD, although PCPPI assumed the business and had offered employment to regular employees of good standing as of July 24, 1989, the fact remains that PCPPI is not a party respondent to this case nor is PCPPI an alter-ego, agent or representative of respondent PCD. Attached hereto as Annex ‘A’ is a copy of the Certificate of Registration of PCPPI to attest to the foregoing allegation;
3. PCPPI, despite not being a party to the case has or will bear the wrath of this Honorable Office(’s) writs of execution appurtenant to the above-cited cases without being afforded procedural and substantive due process. The doctrine that writs of execution cannot be issued against a person not a party to the case or compromise is well-settled (Bobis vs. Provincial Sheriff of Camarines Norte, 120 SCRA 85). Furthermore, the power of the court to issue execution of judgment extends only to properties unquestionably owned by the respondent against whom judgment is sought to be satisfied (Vda. de Soyma vs. Court of Appeals, 121 SCRA 650);
4. The takeover of PCPPI from PCD is a supervening fact that would substantially alter or modify the issues subject of litigation and the liabilities or obligations of the parties;
5. Reinstatement or payroll hire can no longer be had since the complainants have not been offered employment nor were they regular employees of the company at the time of the takeover by PCPPI from PCD.[17]
The Court cannot, however, sustain petitioner PCD’s subsequent act of dismissing private respondent for the second time by removing his name from the payroll of July 25, 1989 after reinstating him 63 days earlier, or on May 22, 1989 on the ground that it has already sold its business interests to Pepsi Cola Products Philippines, Inc. (PCPPI). The contention that the second dismissal of private respondent presents an issue separate and distinct from the issue of the earlier dismissal on December 15, 1988 is nothing but an attempt of PCD to evade liability for illegally dismissing private respondent and to shield the purchasing corporation, PCPPI, from the said liability. It must be noted that the issue of whether or not Pepsi Cola Products Philippines, Inc. (PCPPI) is liable for the illegal acts of its predecessor-in-interest, PCD, as in the instant case, has already been settled in the case of Pepsi Cola Bottling Co. v. NLRC. x x x[18]Clearly, it is judicially settled that PCPPI, PCD’s successor-in-interest, is answerable for the liabilities incurred by the latter, the obstinacy of PCPPI notwithstanding. PCPPI can no longer successfully evade its responsibilities in the face of the foregoing pronouncements of this Court. It is high time that this case, which has dragged on for quite a number of years, be laid to rest and that petitioner be given his due.