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.
When one notes a contract, one is not expressing his agreement or approval, as a
party would.[46] In Sichangco v. Board of Commissioners of Immigration,[47] the Court
recognized that the term noted means that the person so noting has merely taken
cognizance of the existence of an act or declaration, without exercising a judicious
deliberation or rendering a decision on the matter.
Mr. Cergueda merely signed the witnessing part of the document. The witnessing
part of the document is that which, in a deed or other formal instrument is that part
which comes after the recitals, or where there are no recitals, after the
parties (emphasis ours).[48] As opposed to a party to a contract, a witness is simply one
who, being present, personally sees or perceives a thing; a beholder, a spectator, or
eyewitness.[49]One who notes something just makes a brief written statement [50] a
memorandum or observation.
Second, and more importantly, there was no existing employer-employee
relationship between Santos and MHICL. In determining the existence of an employeremployee relationship, the following elements are considered:[51]
(1) the selection and engagement of the employee;
(2) the payment of wages;
(3) the power to dismiss; and
(4) the power to control employees conduct.
MHICL did not have and did not exercise any of the aforementioned powers. It
did not select respondent Santos as an employee for the Palace Hotel. He was referred
to the Palace Hotel by his friend, Nestor Buenio. MHICL did not engage respondent
Santos to work. The terms of employment were negotiated and finalized through
correspondence between respondent Santos, Mr. Schmidt and Mr. Henk, who were
officers and representatives of the Palace Hotel and not MHICL. Neither did respondent
Santos adduce any proof that MHICL had the power to control his conduct. Finally, it
was the Palace Hotel, through Mr. Schmidt and not MHICL that terminated respondent
Santos services.
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