SECOND DIVISION corporations account; 6% profit-sharing in the net income of the

respondent corporation (while Lim got 4%); and other corporate

perquisites. According to the petitioner, all of these promises were
[G.R. No. 149252. April 28, 2005] complied with, except for the grant of the cash equivalent of his
accumulated vacation and sick leave credits upon his retirement.[5]
DONALD KWOK, petitioner, vs. PHILIPPINE CARPET
The respondent corporation denied all these, claiming that upon the
MANUFACTURING CORPORATION, respondent. petitioners retirement, he received the amount of P6,902,387.19
representing all the benefits due him. Despite this, the petitioner again
DECISION demanded P7,080,546.00, which demand was without factual and legal
basis. The respondent corporation asserted that the chairman of its board
CALLEJO, SR., J.:
of directors and its president/vice-president had unlimited discretion in the
use of their time, and had never been required to file applications for
This is a petition for review of the Decision[1] of the Court of Appeals vacation and sick leaves; as such, the said officers were not entitled to
(CA) in CA-G.R. SP No. 60232 dismissing Donald Kwoks petition for vacation and sick leave benefits. The respondent corporation, likewise,
review on certiorari and affirming the majority Decision of the National pointed out that even if the petitioner was entitled to the said additional
Labor Relations Commission (NLRC), as well as its resolution in NLRC benefits, his claim had already prescribed. It further averred that it had no
NCR Case No. 00-12-07454-96 dismissing the motion for reconsideration policy to grant vacation and sick leave credits to the petitioner.[6]
of the said decision.
In his Affidavit[7] dated May 19, 1998, Lim denied making any such
verbal promise to his son-in-law on the grant of unlimited vacation and sick
leave credits and the cash conversion thereof. Lim averred that the
The Antecedents
petitioner had received vacation and sick leave benefits from 1994 to 1996.
Moreover, assuming that he did make such promise to the petitioner, the
In 1965, petitioner Donald Kwok and his father-in-law Patricio L. Lim, same had not been confirmed or approved via resolution of the respondent
along with some other stockholders, established a corporation, the corporations board of directors.
respondent Philippine Carpet Manufacturing Corporation (PCMC). The It was further pointed out that as per the Memorandum dated
petitioner became its general manager, executive vice-president and chief November 6, 1981, only regular employees and managerial and
operations officer. Lim, on the other hand, was its president and chairman confidential employees falling under Category I were entitled to vacation
of the board of directors. When the petitioner retired 36 years later or on and sick leave credits. The petitioner, whose position did not fall under
October 31, 1996, he was receiving a monthly salary of P160,000.00.[2] He Category I, was, thus, not entitled to the benefits under the said
demanded the cash equivalent of what he believed to be his accumulated memorandum. The respondent corporation alleged that this was admitted
vacation and sick leave credits during the entire length of his service with by the petitioner himself and affirmed by Raoul Rodrigo, its incumbent
the respondent corporation, i.e., from November 16, 1965 to October 31, executive vice-president and general manager.
1996, in the total amount of P7,080,546.00 plus interest.[3] However, the
respondent corporation refused to accede to the petitioners demands, In a Decision[8] dated November 27, 1998, the Labor Arbiter ruled in
claiming that the latter was not entitled thereto.[4] favor of the petitioner. The fallo of the decision reads:
The petitioner filed a complaint against the respondent corporation for
WHEREFORE, all the foregoing premises being considered, judgment is
the payment of his accumulated vacation and sick leave credits before the
hereby rendered ordering the respondent company to pay complainant the
NLRC. He claimed that Lim made a verbal promise to give him unlimited
sum of P7,080,546.00, plus ten percent (10%) thereof as and for attorneys
sick leave and vacation leave benefits and its cash conversion upon his
fees.
retirement or resignation without the need for any application therefor. In
addition, Lim also promised to grant him other benefits, such as golf and
country club membership; the privilege to charge the respondent SO ORDERED.[9]
 Undaunted, the respondent corporation appealed the decision to the the Labor Arbiter.[16] The NLRC ordered the dismissal of the complaint.
NLRC, alleging that: Commissioner Angelita A. Gacutan filed a dissenting opinion.[17]
I. THE LABOR ARBITER ERRED IN CONCLUDING THAT Aggrieved, the petitioner filed a petition for review with the CA, on the
KWOK WAS COVERED BY THE NOVEMBER 6, 1981 following grounds:
MEMORANDUM ON VACATION AND SICK LEAVE
CREDITS.[10] I

II. THE LABOR ARBITER ERRED IN CONCLUDING THAT IT THE COMMISSION ACTED WITHOUT OR IN EXCESS OF ITS
WAS DISCRIMINATORY NOT TO GRANT KWOK THESE JURISDICTION OR WITH GRAVE ABUSE OF DISCRETION
BENEFITS.[11] AMOUNTING TO LACK OR EXCESS OF JURISDICTION WHEN IT
DECLARED THAT THE VERBAL PROMISE OF MR. LIM TO
III. KWOKS CLAIMS ARE BASELESS.[12]
PETITIONER WAS UNENFORCEABLE.
IV. KWOKS CLAIMS FOR BENEFITS ACCRUING FROM 1966
ARE BARRED BY PRESCRIPTION.[13] II
V. THERE IS NO BASIS FOR THE AWARD
OF P7,080,546.00.[14] THE COMMISSION ACTED WITHOUT OR IN EXCESS OF ITS
JURISDICTION OR WITH GRAVE ABUSE OF DISCRETION
The respondent corporation averred that based on the petitioners AMOUNTING TO LACK OR EXCESS OF JURISDICTION WHEN IT
memorandum, his admissions and the contract of employment, the RULED THAT THE VERBAL PROMISE BY MR. LIM TO PETITIONER
petitioner was not entitled to the cash conversion of his sick and vacation WAS NOT BINDING AS IT WAS NOT APPROVED BY THE BOARD OF
leave credits. While the respondent corporation conceded that the DIRECTORS.
petitioner may have been entitled to unlimited sick and vacation leave
benefits during his employment, it maintained that no such promise was III
made by Lim to convert the same; even assuming that such verbal promise
was made, the respondent corporation was not bound thereby since the THE COMMISSION ACTED WITHOUT OR IN EXCESS OF ITS
petitioner failed to adduce the written conformity of its board of directors. JURISDICTION OR WITH GRAVE ABUSE OF DISCRETION
The respondent corporation insisted that the claims of the petitioner were AMOUNTING TO LACK OR EXCESS OF JURISDICTION WHEN IT
barred under Article 291 of the Labor Code. IGNORED STRONG EVIDENCE THAT PCMC CLOTHED MR. LIM WITH
For his part, the petitioner made the following averments in his AWESOME POWERS TO GRANT BENEFITS TO ITS EMPLOYEES
memorandum: INCLUDING PETITIONER AND RATIFIED THE SAME BY ITS SILENCE
AND WHEN IT IGNORED TOO EXISTING JURISPRUDENCE ON THE
The non-performance by PCMC of this particular promise to convert in MATTER.
cash all of his unused cash (sic) and sick leave credits was precipitated by
the falling out of the marriage between Mr. Kwok and his wife, the daughter IV
of Mr. Lim. In fact, even while Mr. Kwok was still the Executive Vice-
President and General Manager of PCMC, when the falling out of the said THE COMMISSION ACTED WITHOUT OR IN EXCESS OF ITS
marriage became apparent, the other benefits or perquisites which Mr. JURISDICTION OR WITH GRAVE ABUSE OF DISCRETION
Kwok used to enjoy were immediately curtailed by Mr. Lim to the prejudice AMOUNTING TO LACK OR EXCESS OF JURISDICTION WHEN IT
of Mr. Kwok.[15] IGNORED STRONG AND CLEAR EVIDENCE THAT IN PCMC THE
GIVING OF BENEFITS TO PETITIONER, THOUGH NOT IN WRITING,
On November 29, 1999, the NLRC, by majority vote, rendered WAS A PREVALENT PRACTICE.
judgment granting the appeal, reversing and setting aside the decision of
V
THE COMMISSION ACTED WITHOUT OR IN EXCESS OF ITS Rodrigo, has unlimited vacation and sick leave credits. The petitioner
JURISDICTION OR WITH GRAVE ABUSE OF DISCRETION further asserts that he would not have accepted the positions in the
AMOUNTING TO LACK OR EXCESS OF JURISDICTION WHEN IT respondent corporation without such benefit, especially since his
RULED THAT THE MEMORANDUM DATED APRIL 26, 1997 subordinates were also enjoying the same. He posits that he was entitled
APPLICABLE TO MR. RAOUL RODRIGO WAS ALSO APPLICABLE TO to the said privilege because of his rank. He, likewise, claims that, in
PETITIONER.[18] contrast to the evidence he has presented, the respondent corporation
failed to adduce proof of its affirmative allegations.
On February 28, 2001, the CA rendered judgment affirming the The petitioner further argues that his complaint was not time-barred
decision of the NLRC and dismissing the petition.[19] The petitioners motion
since he filed it on December 5, 1996. Even if this were so, he is,
for reconsideration thereof was denied by the appellate court, per its
nevertheless, entitled to the cash value of his vacation and sick leave
Resolution[20] dated July 17, 2001.
credits for three years before his retirement. Moreover, the evidence on
The petitioner, thus, filed the instant petition for review on certiorari record shows that officers belonging to Category I had been granted the
with this Court, assailing the decision and resolution of the CA on the cash conversion of their earned leave credits after the lapse of three years.
following claims:
The respondent corporation, for its part, asserts that the petitioner
I failed to adduce substantial evidence to the claims in his complaint. Even
if Lim had made such verbal promise to the petitioner, the same is not
The Hon. Court of Appeals, contrary to law, gravely erred and disregarded binding on the respondent corporation absent its conformity through board
established jurisprudence in ruling that petitioner has not adduced resolution. Moreover, the petitioner is not covered by the Memorandum
sufficient evidence to support his claim that he was, indeed, promised the dated November 6, 1981 because he had unlimited leave credits; hence,
cash conversion of his unused vacation and sick leave credits upon it cannot be gainsaid that he still had unused leave credits to be converted.
retirement.[21] According to the respondent corporation, the petitioner himself admitted
that he was not included in the Memorandum dated November 6, 1981;
and even assuming that he was covered by the said memorandum, the
II
fact that his complaint was filed only in 1996 precludes him from claiming
the cash conversion of such leave credits for the years 1966 to 1993.
The Hon. Court of Appeals gravely erred in ruling that even if private
respondents (sic) Mr. Lim did make him such promise, the same cannot be
enforced.[22]
The Courts Ruling
III
The petition has no merit.
The Hon. Court of Appeals gravely erred and disregarded clear
jurisprudence on the matter when it ruled that there is no showing that The threshold issue in this case is factual whether or not the petitioner
private respondent, thru its board of directors either recognized, approved is entitled, based on the documentary and testimonial evidence on record,
or ratified the promise made by Mr. Lim to petitioner.[23] to the cash value of his vacation and sick leave credits in the total amount
of P7,080,546.00. The resolution of the issue is riveted to our resolution of
As gleaned from his Memorandum, the petitioner posits that he had whether the petitioners mainly testimonial evidence of an alleged verbal
adduced substantial evidence to prove that Lim, as president and chairman promise made by a corporate officer to grant him the privilege of converting
of the respondent corporations board of directors, made a verbal promise accumulated vacation and sick leave credits after retirement or separation
to give him the cash conversion of his accumulated vacation and sick leave from employment is entitled to probative weight.
credits upon his retirement (that is, benefits at par with the number of days Under Rule 45 of the Rules of Court, only questions of law may be
to which the officer next in rank to him was entitled). According to the raised under a petition for review on certiorari. The Court, not being a trier
petitioner, his claim is fortified by the fact that his successor, Raoul of facts, is not wont to reexamine and reevaluate the evidence of the
parties, whether testimonial or documentary. Moreover, the findings of hostile witness. We agree with the appellate courts encompassing
facts of the CA on appeal from the NLRC are, more often than not, given synthesis and analysis of the evidence on record:
conclusive effect by the Court. The Court may delve into and resolve
factual issues only in exceptional circumstances, such as when the Except for his bare assertions, petitioner has not adduced sufficient
findings of facts of the Labor Arbiter, on one hand, and those of the NLRC evidence to support his claim that he was, indeed, promised the cash
and the CA, on the other, are capricious and arbitrary; or when the CA has conversion of his unused vacation and sick leaves upon retirement.
reached an erroneous conclusion based on arbitrary findings of fact; and Petitioner harps on what he calls the prevalent practice in PCMC of giving
when substantial justice so requires. In this case, however, the petitioner him benefits, such as the use of golf and country club facilities, salary
failed to convince the Court that the factual findings of the CA which increases, the use of the company vehicle and driver, and sharing in
affirmed the findings of the NLRC on appeal, as well as its conclusions PCMCs annual net income, without either a written contract or a Board
based on the said findings, are capricious and arbitrary. resolution to back it up. Respondent PCMC denies all these, however.
While the petitioner was unequivocal in claiming that the respondent According to respondent, petitioners share in the income of the company
corporation, through its president and chairman of the board of directors, is actually part of the consultancy fee which PCMC pays DK Management
obliged itself, as a matter of policy, to grant him the cash value of his Services, Inc., a firm owned by petitioners company. PCMC adds that the
yearly salary increases of corporate officers were always with the prior
vacation and sick leave credits upon his retirement, he was burdened to
approval of the Board.
prove his claim by substantial evidence.[24] The petitioner failed to
discharge this burden.
Nevertheless, assuming that petitioner was, indeed, given the benefits
We agree with the petitioners contention that for a contract to be which he so claimed, it does not necessarily follow that among those is the
binding on the parties thereto, it need not be in writing unless the law cash conversion of his accumulated leaves. It is a basic rule in evidence
requires that such contract be in some form in order that it may be valid or that each party must prove his affirmative allegation. Since the burden of
enforceable or that it be executed in a certain way, in which case that proof lies with the party who asserts an affirmative allegation, the plaintiff
requirement is absolute and independent.[25] Indeed, corporate policies or complainant has to prove his affirmative allegations in the complaint and
need not be in writing. Contracts entered into by a corporate officer or the defendant or respondent has to prove the affirmative allegations in his
obligations or prestations assumed by such officer for and in behalf of such affirmative defenses and counterclaim. Petitioner, in the case at bar, has
corporation are binding on the said corporation only if such officer acted failed to discharge this burden.[26]
within the scope of his authority or if such officer exceeded the limits of his
authority, the corporation has ratified such contracts or obligations. The CA made short shift of the claim of the petitioner that per
In the present case, the petitioner relied principally on his testimony to Memorandum dated November 6, 1981, he was not entitled to the benefits
prove that Lim made a verbal promise to give him vacation and sick leave of the company policy of commutation of leave credits. Indeed, the
credits, as well as the privilege of converting the same into cash upon company policy of conversion into equivalent cash of unused vacation and
retirement. The Court agrees that those who belong to the upper corporate sick leave credits applied only to its regular employees. The petitioner
echelons would have more privileges. However, the Court cannot presume failed to offer evidence to rebut the testimony of Nel Gopez, Chief
the existence of such privileges or benefits. The petitioner was burdened Accountant of the respondent, that the petitioner was not among the
to prove not only the existence of such benefits but also that he is entitled regular employees covered by the policy for the simple reason that he had
to the same, especially considering that such privileges are not inherent to unlimited vacation leave benefits. As stated by the CA, the petitioner no
the positions occupied by the petitioner in the respondent corporation, son- less corroborated the testimony of Gopez, thus:
in-law of its president or not.
ATTY. PIMENTEL
In dismissing the petition before it, the CA disbelieved the petitioners
testimony and gave credence and probative weight to the collective And, so you mention[ed] earlier that the policy on vacation
testimonies of the respondent corporations witnesses, who were its leave benefits apply for category one employee(s) and rank-
employees and officers, including Lim, whom the petitioner presented as a and-file employee(s)?
WITNESS (Mr. Nel Gopez) This was corroborated by petitioner himself when he testified in this wise:

Yes. ATTY. PIMENTEL

ATTY. PIMENTEL Mr. Witness, you occupied the position of Executive Vice-
President and General Manager. You agree with me that this
And who are considered category one employee(s)? position or this office of Executive Vice-President and
General Manager are not covered by this policy.
WITNESS
WITNESS (Donald Kwok)
Category One employees are from the rank and of Senior
Vice-President and Assistant General Manager and below, Yes, it is not covered by this policy.
up to the level of department managers.
ATTY. PIMENTEL
ATTY. PIMENTEL
So this policy applies to persons below you and your father-
How about the complainant, Mr. Kwok, does he falling (sic) in-law?
to the category one?
WITNESS
WITNESS
Yes, right.
As far as I can remember, he is (sic) not belong to category
one employee. ATTY. PIMENTEL

ATTY. PIMENTEL And this policy does not apply to you?

Therefore, he is not entitled to the lump sum benefit? WITNESS

WITNESS As far as Im concerned, it does not apply for (sic) me.

Yes, Maam. In all respects, therefore, petitioner, by virtue of his position as Executive
Vice-President, is not covered by the November 6, 1981 Memorandum
ATTY. PIMENTEL granting PCMC employees the conversion of their unused vacation and
sick leaves into cash.[27]
And would you know, Mr. Witness, why he is (sic) not given
the conversion of the vacation leave benefits at the time We have reviewed the records and found no evidence to controvert
category one employees sectors (sic) are given? the following findings of the CA and its ratiocinations on its resolution of
the petitioners submissions:
WITNESS
Second, even assuming that petitioner is included among the regular
Because he has, as far as I can remember, he has unlimited employees of PCMC referred to in said memorandum, there is no evidence
vacation leave. that he complied with the cut-off dates for the filing of the cash conversion
of vacation and sick leaves. This being so, we find merit in respondents In the case at bar, however, there is no showing that PCMC had either
argument that petitioners money claims have already been barred by the recognized, approved or ratified the cash conversion of petitioners leave
three-year prescriptive period under Article 291 of the Labor Code, as credits as purportedly promised to him by Lim. On the contrary, PCMC has
amended. steadfastly maintained that the Company, through the Board, has long
adopted the policy of granting its earlier mentioned corporate officers
Third, and this is of primordial importance, there is no proof that petitioner unlimited leave benefits denying them the privilege of converting their
has filed vacation and sick leaves with PCMCs personnel department. unused vacation or sick leave benefits into their cash equivalent.
Without a record of petitioners absences, there is no way to determine the
actual number of leave credits he is entitled to. The P7,080,546.00 figure As to the last assigned error, petitioner faults the NLRC for holding as
arrived at by petitioner supposedly representing the cash equivalent of his applicable to petitioner, the April 26, 1997 Memorandum issued by PCMC
earned sick and vacation leaves is thus totally baseless. to Raoul Rodrigo, Donald Kwoks successor as company executive vice-
president. The said memo granted Rodrigo unlimited sick and vacation
And, fourth, even assuming that PCMC President Patricio Lim did promise leave credits but disallowed the cash conversion thereof. Before he
petitioner the cash conversion of his leaves, we agree with respondent that became executive vice-president, Rodrigo was senior vice-president and
this cannot bind the company in the absence of any Board resolution to enjoyed the commutation of his unused vacation and sick leaves.
that effect. We must stress that the personal act of the company president
cannot bind the corporation. As explicitly stated by the Supreme Court We note that the April 26, 1997 memo was issued to Rodrigo when
in Peoples Aircargo and Warehousing Co., Inc. v. Court of Appeals: petitioner was already retired from PCMC. While said memorandum was
particularly directed to Rodrigo, however, this does not necessarily mean
The general rule is that, in the absence of authority from the board of that petitioner, as former executive vice-president, was then not prohibited
directors, no person, not even its officers, can validly bind a corporation. A from converting his earned vacation and sick leaves into cash since he was
corporation is a juridical person, separate and distinct from its stockholders not issued a similar memo. On the contrary, the memo simply affirms the
and members, having xxx powers, attributes and properties expressly long-standing company practice of excluding PCMCs top two positions,
authorized by law or incident to its existence. that of president and executive vice-president, from the commutation of
leaves. As heretofore discussed, among the perks of those occupying
the power and the responsibility to decide whether the corporation should these posts is the privilege of having unlimited leaves, which is totally
enter into a contract that will bind the corporation is lodged in the board, incompatible with the concept of converting unused leave credits into their
subject to the articles of incorporation, by-laws, or relevant provisions of cash equivalents.[28]
law.
We are not convinced by the petitioners claim that Lim capriciously
Anent the third assigned error, petitioner maintains that the PCMC Board deprived him of his entitlement to the cash conversion of his accumulated
of Directors has granted its President, Patricio Lim, awesome powers to vacation and sick leave credits simply because of his estrangement from
grant benefits to its employees, adding that the Board has always given its his wife, who happens to be Lims daughter. The petitioner did not adduce
consent to the way Lim ran the affairs of the company especially on matters any evidence to show that he appealed to the respondent corporations
relating to the benefits that its corporate officers enjoyed. board of directors for the implementation of the said privilege which was
allegedly granted to him. Even if Lim was the president and chairman of
the respondent corporations board of directors, the rest of the membership
True, jurisprudence holds that the president of a corporation possesses the
of the board could have overruled him and granted to the petitioner his
power to enter into a contract for the corporation when the conduct on the
claim if, indeed, the latter was entitled thereto. Indeed, even the petitioner
part of both the president and corporation [shows] that he had been in the
admitted that, after his retirement, the board of directors granted to him
habit of acting in similar matters on behalf of the company and that the
salary increase for two years prior to his retirement. If the claim of the
company had authorized him so to act and had recognized, approved and
petitioner had been approved by the board of directors, for sure, it would
ratified his former and similar actions.
have approved the same despite his falling out with the daughter of Lim.
 IN LIGHT OF ALL THE FOREGOING, the petition is DENIED for lack
of merit. Costs against the petitioner.
SO ORDERED.
Puno, (Chairman), Austria-Martinez, Tinga, and Chico-Nazario,
JJ., concur.