G.R. No. 96795 - ANTONIO M. CORRAL, VS. NATIONAL LABOR RELATIONS COMMISSION, PEPSI-COLA DISTRIBUTORS, INC., AND R.J. MANAGO.

Ruling

accordingly, we shall limit our discussion thereto. PCPPIs defense that it is a separate and distinct corporation and thus free from the obligations incurred by its predecessor PCD was rejected by this Court not once but twice, in the cases of Pepsi-Cola Bottling Co. v. NLRC [14] and Pepsi Cola Distributors of the Philippines, Inc. v. NLRC. [15] Contrary to PCPPIs contentions, the circumstances in the aforementioned cases are almost identical to the factual setting of the instant case. The earlier Pepsi-Cola Bottling Co. case involved the termination of services of one of its maintenance managers (Oscar T. Encabo) due to loss of confidence. The Labor Arbiter declared the dismissal illegal and ordered the reinstatement of the dismissed employee. PCPPI returned the writ of execution unsatisfied and in a motion for reconsideration filed with the NLRC argued that reinstatement was no longer possible since Pepsi-Cola Bottling Co. (PBC) and PCD closed down and PCPPI, the new franchise holder, is a distinct and separate entity from either PBC or PCD. The NLRC denied said motion and ordered PCD and its successor-in-interest PCPPI to reinstate Encabo. This prompted PBC/PCD and PCPPI to come to this Court and we resolved the issue in this wise: 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. 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] 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 PCDs appeal with the NLRC but was again dismissed due to the sale of PCDs business interests to PCPPI. PCPPI denied liability on the following grounds: 1. PCPPI is now the owner, manufacturer and operator of the properties and assets of the respondent Pepsi-Cola Distributors of the Philippines,