power over an employment contract executed in a foreign country. If Santos were an
overseas contract worker, a Philippine forum, specifically the POEA, not the
NLRC, would protect him.[39] He is not an overseas contract worker a fact which he
admits with conviction.[40]
Even assuming that the NLRC was the proper forum, even on the merits, the
NLRCs decision cannot be sustained.
II. MHC Not Liable
Even if we assume two things: (1) that the NLRC had jurisdiction over the case, and
(2) that MHICL was liable for Santos retrenchment, still MHC, as a separate and distinct
juridical entity cannot be held liable.
True, MHC is an incorporator of MHICL and owns fifty percent (50%) of its capital
stock. However, this is not enough to pierce the veil of corporate fiction between MHICL
and MHC.
Piercing the veil of corporate entity is an equitable remedy. It is resorted to when the
corporate fiction is used to defeat public convenience, justify wrong, protect fraud or
defend a crime.[41] It is done only when a corporation is a mere alter ego or business
conduit of a person or another corporation.
In Traders Royal Bank v. Court of Appeals,[42] we held that the mere ownership by a
single stockholder or by another corporation of all or nearly all of the capital stock of a
corporation is not of itself a sufficient reason for disregarding the fiction of separate
corporate personalities.
The tests in determining whether the corporate veil may be pierced are: First, the
defendant must have control or complete domination of the other corporations finances,
policy and business practices with regard to the transaction attacked. There must be
proof that the other corporation had no separate mind, will or existence with respect the
act complained of. Second, control must be used by the defendant to commit fraud or
wrong. Third, the aforesaid control or breach of duty must be the proximate cause of
the injury or loss complained of. The absence of any of the elements prevents the
piercing of the corporate veil.[43]
It is basic that a corporation has a personality separate and distinct from those
composing it as well as from that of any other legal entity to which it may be
related.[44] Clear and convincing evidence is needed to pierce the veil of corporate
fiction.[45] In this case, we find no evidence to show that MHICL and MHC are one and
the same entity.
III. MHICL not Liable
Respondent Santos predicates MHICLs liability on the fact that MHICL signed his
employment contract with the Palace Hotel. This fact fails to persuade us.
First, we note that the Vice President (Operations and Development) of MHICL,
Miguel D. Cergueda signed the employment contract as a mere witness. He merely
signed under the word noted.