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    Zuellig Freight and Cargo V NLRC

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    Jeunaj Lardizabal
    Zuellig Freight and Cargo Systems v NLRC involved a complaint of illegal dismissal against Zuellig, formerly known as Zeta Brokerage Corporation. The Labor Arbiter and NLRC ruled that Zuellig and Zeta were the same corporation as the change was only in name, not a dissolution. The Court of Appeals affirmed, finding no error. The Supreme Court also affirmed, holding that a mere change in corporate name does not create a new corporation, so Zuellig remained liable for Zeta's illegal dismissal of their employee when the name changed.

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    © All Rights Reserved
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    Zuellig Freight and Cargo V NLRC

    Uploaded by

    Jeunaj Lardizabal
    67 views1 page
    Zuellig Freight and Cargo Systems v NLRC involved a complaint of illegal dismissal against Zuellig, formerly known as Zeta Brokerage Corporation. The Labor Arbiter and NLRC ruled that Zuellig and Zeta were the same corporation as the change was only in name, not a dissolution. The Court of Appeals affirmed, finding no error. The Supreme Court also affirmed, holding that a mere change in corporate name does not create a new corporation, so Zuellig remained liable for Zeta's illegal dismissal of their employee when the name changed.

    Original Title

    60. Zuellig freight and cargo v NLRC

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    Zuellig Freight and Cargo Systems v NLRC involved a complaint of illegal dismissal against Zuellig, formerly known as Zeta Brokerage Corporation. The Labor Arbiter and NLRC ruled that Zuellig and Zeta were the same corporation as the change was only in name, not a dissolution. The Court of Appeals affirmed, finding no error. The Supreme Court also affirmed, holding that a mere change in corporate name does not create a new corporation, so Zuellig remained liable for Zeta's illegal dismissal of their employee when the name changed.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    67 views1 page

    Zuellig Freight and Cargo V NLRC

    Uploaded by

    Jeunaj Lardizabal
    Zuellig Freight and Cargo Systems v NLRC involved a complaint of illegal dismissal against Zuellig, formerly known as Zeta Brokerage Corporation. The Labor Arbiter and NLRC ruled that Zuellig and Zeta were the same corporation as the change was only in name, not a dissolution. The Court of Appeals affirmed, finding no error. The Supreme Court also affirmed, holding that a mere change in corporate name does not create a new corporation, so Zuellig remained liable for Zeta's illegal dismissal of their employee when the name changed.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 1

    LOPEZ, KIMBERLY O.

    CORPORATION LAW: JD3B

    60. Zuellig Freight and Cargo Systems v NLRC


    G.R. No. 157900: July 22, 2013

    DOCTRINE: The mere change in the corporate name is not considered under the law as a creation of
    a new corporation; hence, the renamed corporation remains liable for an illegal dismissal of its
    employee separated under that guise.

    FACTS:

    1. Private respondent, San Miguel brought a complaint for unfair labor practice, illegal
    dismissal, non-payment of salaries and moral damages against petitioner Zuellig formerly
    known as Zeta Brokerage Corporation (Zeta).
    2. It was alleged in the complaint that the amendments in the articles of incorporation of Zeta
    were for the purpose of changing the corporate name, broadening the primary functions,
    and increasing the capital stock and not to its dissolution.The petition was dismissed on the
    grounds that Royal Ferry sufficiently complied with the Insolvency Law on venue and that it
    had abandoned its Makati office and moved to Manila and that the confiscated Royal Ferry's
    books and that the personal assets and properties were taken from a Manila address.
    3. Zeta defended that the termination was due to a just cause authorized by the Labor Code
    which is the cessation of business operations, hence it is not obliged to employ San Miguel
    under its new management.
    4. The Labor Arbiter ruled that there was merely a change of business name and primary
    purpose and upgrading of stocks of the corporation and there was never a closure of the
    business. Zuellig and Zeta are therefore legally the same person and entity. The dismissal of
    San Miguel therefore due to cessation of business operations was illegal.
    5. On appeal, NLRC affirmed LA’s decision. CA likewise affirmed LA and NLRC’s decision.

    ISSUE:

    Whether or not CA erred in affirming NLRC decision


    - Whether the change in the corporate name of Zeta was considered a creation of a new
    corporation hence renamed corporation is not liable for the illegal of its employee.

    HELD:
    No, the CA did not err in affirming the NLRC’s decision.
    The Labor Code provides that one of the grounds to validly terminate an employment is the
    closing or cessation of operation of the establishment provided closure is not done to circumvent
    the law and a written notice on the workers and the DOLE be furnished at least one (1) month
    before the intended date of said termination.
    In this case, what transpired was not a closure of business operations, but rather a mere
    change of name. The effect of the change of name was not a change of the corporate being, hence
    Zeta and petitioner Zuellig remained one and the same corporation, such that Zuellig now carries all
    the obligations of Zeta. The change of name is not a license to terminate San Miguel without just or
    authorized cause. Petitioner Zuellig, despite its new name, still has the obligation to honor all of
    Zeta's obligations, one of which was to respect San Miguel's security of tenure. 

    Therefore, there being no clear and valid closure of business, Zuellig is liable for the illegal
    dismissal of San Miguel.

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