Title
Farolan vs. Court of Appeals
Case
G.R. No. 139946
Decision Date
Nov 27, 2002
A company's director is not liable for unpaid social security premiums following a transfer of assets and liabilities, as the acquiring company assumes responsibility.
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Case Digest (G.R. No. 139946)

Facts:

  • Ramon J. Farolan is the petitioner against the Hon. Court of Appeals, the Social Security Commission (SSC), and the Social Security System (SSS).
  • In 1984, Cecilio T. Saludar and Carlos Porquez were employed by Marinduque Mining and Industrial Corporation (MMIC) and were dismissed.
  • Saludar filed a claim for illegal dismissal, which the Labor Arbiter ruled in his favor on August 17, 1984, ordering reinstatement and backwages.
  • The order became final on September 14, 1984, but was not executed due to MMIC's asset foreclosure by Philippine National Bank (PNB) and Development Bank of the Philippines (DBP).
  • Maricalum Mining Corporation (Maricalum) acquired MMIC's assets through a Deed of Transfer, assuming MMIC's liabilities.
  • Porquez's widow filed for social security benefits, and the SSC ruled in her favor on August 28, 1986, holding MMIC liable for SSS contributions related to Porquez's backwages.
  • This resolution became final on October 8, 1986, but execution did not occur within five years.
  • On December 11, 1991, the SSS filed a petition to revive the judgment against MMIC, which had ceased operations.
  • An amended petition was filed on April 28, 1997, naming MMIC's responsible officers, including Farolan.
  • Farolan's motion to dismiss was denied by the SSC on June 9, 1998.
  • Farolan appealed to the Court of Appeals, arguing that the claims were barred by prescription and laches.
  • The Court of Appeals dismissed his petition on August 31, 1999, affirming the SSC's order.

Issue:

  • (Unlock)

Ruling:

  • The Supreme Court ruled that Ramon J. Farolan should not be held liable for the unremitted SSS contributions for Carlos Porquez, as the liability to pay the unpaid premium lies with Maricalum.
  • The Court al...(Unlock)

Ratio:

  • The Supreme Court emphasized that the liability for unpaid SSS contributions transferred to Maricalum upon acquiring MMIC's assets and liabilities through the Deed of Transfer, retroactive to October 1984.
  • The liability for contributions did not accrue until the SSC's final determination on...continue reading

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