Atty. Edgardo Villalobos

July 27, 1984 Atty. Edgardo Villalobos Baares Law Office J. M. Basa Street Iloilo City Dear Atty. Villalobos: This is in reply to your undated letter-query wherein you presented the following matters: You have a client who was employed with Trans-Asia (Philippines), Inc. but who was allegedly illegally dismissed by its employer corporation, that as a result of the employer's action against your client, the latter filed a case of damages against the former and that the case will soon be decided by the Labor Arbiter. You also stated that you received information that Trans-Asia (Philippines), Inc. is about to be phased out and shall be absorbed by its sister corporation, RESCO. You want to know (1) if the above information is true; and (2) if your client wins in the labor case, whether Trans-Asia (Philippines), Inc. will be absolved from liability should it have been absorbed or merged with RESCO Corporation. A verification of our records show that Trans-Asia (Philippines), Inc. has not been merged or absorbed by RESCO Corporation and we have no knowledge nor have received information whether the former will be merged with the latter. We, however, will let you know should a merger be made between the two corporations. Should Trans-Asia (Philippines), Inc. be merged with RESCO Corporation and should your client win in the labor case, the provisions of the Corporation Code on merger and consolidation, particularly Section 80 paragraph 5 thereof shall apply, to wit: "SECTION 80. Effects of merger or consolidation . The merger or consolidation as provided in the preceding sections shall have the following effects: 5. The surviving or consolidated corporation shall be responsible and liable for all the liabilities and obligations of each of the constituent corporations in the same manner as if such surviving or consolidated corporation had itself incurred such liabilities or obligations; and any claim, action or proceeding pending by or against any of such constituent corporations may be prosecuted by or against the surviving or consolidated corporation, as the case may be. Neither the rights of creditors nor any lien upon the property of any of such constituent corporations shall be impaired by such merger or consolidation. (n)" Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner