Should you ignore demand letters?

I've noticed that most people simply ignore demand letters, despite the clear warning therein that to do so would constrain the sender to file the appropriate legal case against the recipient.

More often than not, panic on the part of the recipient comes when the subpoena or summons, as the case may be, is finally received, and it is only at this time that a lawyer is consulted.

My advice is not to take demand letters lightly. If you're really confident about your legal position and have a reason for refusing to accede to the sender's demand/s, then it won't harm you if you simply respond to the same (of course, after consulting your legal counsel).

While some may suggest ignoring the demand letter to avoid revealing your legal position/ reason before an actual court case, I think that not responding to a demand letter will do more harm in the long run, as this may be construed as an admission on your part that the allegations in the demand letter are correct. Of course, legally, your silence does not ipso facto result to an admission. However, strategy-wise, your opponent may capitalize on this in his complaint or pleadings, making your reasons appear as mere afterthoughts.

So unless the circumstances require otherwise, I suggest that demand letters be responded to promptly and not simply ignored. 

Responding to a demand letter early on, instead of waiting for a formal complaint to be filed against you, will also allow you or your legal counsel to prepare for litigation in the event the sender is not satisfied with your refusal to the accede to his/her demand/s and institutes a formal case before the proper court.

When a corporation unjustifiably denies a written request by a stockholder for the inspection of corporate books and records, who is criminally liable?

Under Section 74 of the Corporation Code, the officer or agent of a corporation who violates the right of a stockholder to inspect corporate books and records, or to be furnished with copies thereof (at the stockholder's expense) is criminally liable under Section 144 of the Corporation Code, which states -

“Sec. 144. Violations of the Code. - Violations of any of the provisions of this Code or its amendments not otherwise specifically penalized therein shall be punished by a fine of not less than one thousand (P1,000.00) pesos but not more than ten thousand (P10,000.00) pesos or by imprisonment for not less than thirty (30) days but not more than five (5) years, or both, in the discretion of the court. If the violation is committed by a corporation, the same may, after notice and hearing, be dissolved in appropriate proceedings before the Securities and Exchange Commission: Provided, That such dissolution shall not preclude the institution of appropriate action against the director, trustee or officer of the corporation responsible for said violation: Provided, further, That nothing in this section shall be construed to repeal the other causes for dissolution of a corporation provided in this Code.” (Emphasis and underscoring supplied)

If the request is denied pursuant to a resolution or order issued by the corporation's Board of Directors, then criminal liability shall be imposed upon the directors who voted for such refusal.

Note that while the right of stockholder's to inspection is not absolute, the Corporation still bears the burden to show that its refusal is justified (i.e., that the demand is not made in good faith or for a legitimate purpose, etc.). If the Corporation is unable to prove this, then it has no valid reason to deny the requested examination (see Sy Tiong Shiou v. Sy Chim, G.R. No. 174168, 30 March 2009).

When a corporation issues a check which is later dishonored, who is criminally liable? To whom should the notice of dishonor be sent?

The person who signed the check, not the corporate president, director, secretary or any other non-signatory, is the one held criminally liable under B.P. 22. This is clear from the third paragraph of Section 1, B.P. 22, which states that “where the check is drawn by a corporation, company or entity, the person or persons who actually signed the check in behalf of the drawer shall be liable...”

Since liability is personal in under B.P. 22, the notice of dishonor must be served, not on the corporation or any of its officers or employees, but upon the signatory himself. Absent personal service or personal knowledge of the notice of dishonor by the accused-signatory, the prima facie presumption under Section 2 of B.P. 22 does not apply and the accused cannot be held liable thereunder. This was precisely the ruling in Lao v. Court of Appeals, G.R. No. 119178, 20 June 1997, where the Supreme Court acquitted Lao of B.P. 22 charges on the ground, among others, that she had no personal knowledge of the dishonor of the checks she signed in blank.

(Note, however, that in Lao, the Supreme Court noted that the accused was merely a minor employee of the corporation, who had no participation whatsoever in the funding and negotiation of the transactions which led to the issuance of the checks. The accused was likewise shown to have no knowledge that the checks were unfunded, at the time they were signed and fill-up by her superior)

Does probation automatically terminate once the probation period ends?

No. Unfortunately, a probationer continues to be on probation until the issuance of an order of final discharge by the court.

This was the ruling in Bala vs. Hon. Martinez, et al., G.R. No. 67301, 29 January 1990, where the Supreme Court explained that only an order of final discharge by the court may operate to restore a probationer's suspended civil rights. Hence, as long as no final discharge is issued by the court which granted the probation, the probation may be revoked and the probationer may be ordered committed to serve his original sentence. Probation is not co-terminus with its period.

Therefore, to avoid imprisonment, a probationer would do well to continue abiding by the terms and conditions of his/her probation even after the period of his/her probation, as long as no order of final discharge is issued by the court.

When is an employee considered to have abandoned his work?

When an employee absents himself from work without justifiable reason and performs an overt act showing his/her intention to sever the employer-employee relationship, then he is deemed to have abandoned his work, for which the employer may justifiably dismiss the employee.

This was the ruling in the recent case of Diamond Taxi and/or Bryan Ong v. Felipe Llamas, Jr., G.R. No. 190724, 12 March 2014, where the Supreme Court had the occasion to reiterate the doctrine governing abandonment of work as a just cause for dismissal.

In the said case, which involves the dismissal of a taxi cab driver, the only proof presented by the operator (Diamond Taxi) was the photocopy of their attendance book (showing that Llamas had been absent for several days without official leave) and their memorandum to Llamas for insubordination and refusal to heed management instructions. The Supreme Court explained that these were insufficient to prove just cause for Llamas' dismissal, as these do not show the required uneqivocal intention on the part of Llamas to abandon his work. Mere absence from work does not constitute abandonment of work.

To constitute abandonment of work, the Supreme Court held that the following should be present: first, the employee must have failed to report for work or must have been absent without valid or justifiable reason; and second, there must have been a clear intention on the part of the employee to sever the employer-employee relationship manifested by some overt act.

“The employee's absence should be accompanied by overt acts that unerringly point to the employee's clear intention to sever the employment relationship. And, to successfully invoke abandonment, whether as a ground for dismissing an employee or as a defense, the employer bears the burden of proving the employee's unjustified refusal to resume his employment.”

What further proved the absence of the intention to abandon work in the above case was the fact that Llamas took no time to file his complaint for illegal dismissal against Diamond Taxi thus proving that he had every intention to return to work and that there was really no abandonment to begin with.

So keeping in mind the foregoing observations, before an employer decides to use abandonment of work as a ground for dismissing an employee, the employer should first keep in mind that mere absence from work is not enough. There must be, in addition, certain acts on the part of the employee, which would show his deliberate and unjustified refusal to resume his employment or the absence of any intention of returning.

For employees who have been dismissed due to abandonment, on the other hand, take note that your acts before, during, and after the dismissal may be used for or against you, just as in the case of Diamond Taxi where the filing of the illegal dismissal complaint was used as proof of the absence of abandonment on the part of Llamas.

Would the Supreme Court's ruling change if Llamas filed his Complaint, not just two (2) days after the dismissal, but, let's say, a year after? You decide.