31 SPI Technologies vs Mapua

G.R. No. 191154 April 7, 2014

Liability of Corporate Officer; REYES, J.
Author: Ting

DOCTRINE: Generally, directors, officers or trustees could not be personally held

liable for acts of the corporation. Except, only when: (a) they assent to a
patently unlawful act of the corporation, or when they are guilty of bad faith or
gross negligence in directing its affairs, or when there is a conflict of interest
resulting in damages to the corporation, its stockholders or other persons; (b)
they consent to the issuance of watered down stocks or when, having
knowledge of such issuance, do not forthwith file with the corporate secretary
their written objection; (c) they agree to hold themselves personally and
solidarily liable with the corporation; or (d) they are made by specific provision
of law personally answerable for their corporate action

1. Mapua, a corporate development head, filed a complaint for illegal

dismissal against SPI
a. She alleged that she failed to meet the deadlines, and thus, most of
her work was transferred.
b. Subsequently, she was removed from her position because it was
redundant
2. Mapua filed an illegal dismissal case against SPI.
a. She alleged that Villanueva, Nolan, Maquera and Raina, as officers of
SPI were the ones who informed her that she was dismissed.
Immediately after Villanueva told her, her laptop and phone was taken
by the HR Supervisor.
b. Villanueva even gave Mapua’s work to Nolan and Raina

ISSUE: WON the corporate officers impleaded should also be held liable for
Mapua’s illegal dismissal NO

 There was illegal dismissal, as found by the SC. Generally, directors, officers
or trustees could not be held personally liable for such.
 However, personal liability of corporate directors, trustees or officers
attaches only when:
o (a) they assent to a patently unlawful act of the corporation, or when
they are guilty of bad faith or gross negligence in directing its affairs, or
when there is a conflict of interest resulting in damages to the
corporation, its stockholders or other persons;
o (b) they consent to the issuance of watered down stocks or when,
having knowledge of such issuance, do not forthwith file with the
corporate secretary their written objection;
o (c) they agree to hold themselves personally and solidarily liable with
the corporation; or
o (d) they are made by specific provision of law personally answerable
for their corporate action.
 Such were not present in this case, thus the officers could not be held liable.