6/5/2020
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Verily, the minutes of any meeting are simply the notes or written record of the
meeting, which usually describe what transpire during the meeting, identify the
attendees, and present the statements and related responses or resolutions of the
issues discussed. Often, the minutes are terse and meant to record only the basic
information, like the actions discussed and the decisions made. In contrast, the special
power of attorney is the grant of authority by the principal to the agent to act on a
particular or specific matter, while the manning agreement states, among others, the
responsibilities of both principal and manning agencies with respect to the employment
of seafarers.
Considering that the minutes of the meeting neither contained in an unequivocal
manner the important and distinct elements of a special power of attorney and
manning agreement, nor were the minutes duly authenticated as required under the
law, Pentagon's insistence upon an effective substitution must fail. To reiterate, the
special power of attorney and manning agreement were necessary for the validity or
enforceability of the transfer of accreditation. We may not easily do away with the
requirement, for the transfer of the accreditation would surely impact on the employees
in the end even if they neither parties to the agreement nor were ever consulted on the
intended transfer of Baleen Marine's local manning agency from Pentagon to JDA InterPhil. The law requires, indeed, that contracts that have for their object an act that
would prejudice a third person must appear in a public document.[17] Likewise, the
signatures appearing in the minutes of the meeting merely confirmed that the
signatories were present during the meeting, and that they agreed that the contents of
the minutes were faithful to what had transpired during the meeting. It is erroneous to
construe the signatures to mean that the signatories intended the minutes of the
meeting to be the document that would embody their intention or agreement that
should be submitted in compliance with the POEA's requirements for the transfer of
accreditation.
Although we do not preclude the possibility that, as Pentagon posits, JDA Inter-Phil had
really agreed to the transfer of accreditation, it remains that the agreement to do so
did not ultimately come to fruition. We cannot but hold that the agreement reached
during the meeting was only a preliminary step in the transfer of accreditation, and
would not have standing in the POEA for the purpose intended.
It is relevant to observe that Pentagon cannot feign ignorance of Section 10, paragraph
2, of the Migrant Workers' Act of 1995 to the effect that its liabilities would continue
during the entire period or duration of the employment contract, and would not be
affected by any substitution, amendment or modification of the contract made either
locally or in a foreign country. The provisions of the POEA Rules and Regulations to the
effect that the manning agreement extends up to and until the expiration of the
employment contracts of the employees recruited and employed pursuant to the
recruitment agreement are also clear enough.[18] As such, Pentagon is not exempt
from its liabilities and responsibilities towards Madrio and Rubiano.
In this regard, we reiterate the pronouncement in OSM Shipping Philippines, Inc. vs.
National Labor Relations Commission,[19] as follows:
elibrary.judiciary.gov.ph/thebookshelf/showdocsfriendly/1/61082
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