BPI v. BPI Employees (G.R. No. 164301; October 19, 2011)


FACTS: In 2000, Far East Bank and trust Company (FEBTC) merged with Bank of the Philippine Islands. Petitioner had a Union Shop agreement with respondent BPI Employees Union-Davao Chapter-Federation of Unions in BPI Unibank (the Union).Pursuant to the merger, respondent requested BPI to terminate the employment of those new employees from FEBTC who did not join the union.

BPI refused to undertake such action and brought the controversy before a voluntary arbitrator. Although BPI won the initial battle at the Voluntary Arbitrator level, BPIs position was rejected by the Court of Appeals which ruled that the Voluntary Arbitrators interpretation of the Union Shop Clause was at war with the spirit and rationale why the Labor Code allows the existence of such provision.

This was followed and affirmation by the Supreme Court of the CA decision holding that former employees of the Far East Bank and Trust Company (FEBTC) "absorbed" by BPI pursuant to the two banks merger. The absorbed employees were covered by the Union Shop Clause in the then existing collective bargaining agreement (CBA)of BPI with respondent BPI Employees Union-Davao Chapter-Federation of Unions in BPI Unibank (the Union). Petitioners, despite the August 2010 decision moved for a Motion for reconsideration of the decision.

ISSUE: May the "absorbed" FEBTC employees fell within the definition of "new employees," under the Union Shop Clause, such that they be required to join respondent union or suffer termination upon request by the union?

HELD: The court agreed with Justice Brion's view that it is more in keeping with the dictates of social justice and the State policy of according full protection to labor to deem employment contracts as automatically assumed by the surviving corporation in a merger, without break in the continuity of their employment, and even in the absence of an express stipulation in the articles of merger or the merger plan.
By upholding the automatic assumption of the non-surviving corporations existing employment contracts by the surviving corporation in a merger, the Court strengthens judicial protection of the right to security of tenure of employees affected by a merger and avoid confusion regarding the status of their various benefits. However, it shall be noted that nothing in the Resolution shall impair the right of an employer to terminate the employment of the absorbed employees for a lawful or authorized cause or the right of such an employee to resign, retire or otherwise sever his employment, whether before or after the merger, subject to existing contractual obligations.

Although by virtue of the merger BPI steps into the shoes of FEBTC as a successor employer as if the former had been the employer of the latters employees from the beginning it must be emphasized that, in reality, the legal consequences of the merger only occur at a specific date,i.e.,upon its effectivity which is the date of approval of the merger by the SEC.Thus, the court observed in the Decision that BPI and FEBTC stipulated in the Articles of Merger that they will both continue their respective business operations until the SEC issues the certificate of merger and in the event no such certificate is issued, they shall hold each other blameless for the non-consummation of the merger.

In other words, the obligation of BPI to pay the salaries and benefits of the former FEBTC employees and its right of discipline and control over them only arose with the effectivity of the merger. Concomitantly, the obligation of former FEBTC employees to render service to BPI and their right to receive benefits from the latter also arose upon the effectivity of the merger. What is material is that all of these legal consequences of the merger took place during the life of an existing and valid CBA between BPI and the Union wherein they have mutually consented to include a Union Shop Clause.