PHILIPPINE LONG DISTANCE TELEPH0NE COMPANY, PETITIONER, VS. CRISPIN JETURIAN, ET AL., RESPONDENTS.

Respondents Crispin Jeturian and others, numbering about sixty, filed in 1951
a petition in the Court of Industrial Relations against the respondent
Philippine Long Distance Telephone Co. (case No. 639-V) claiming, as prewar
employees of the said company, (1) monetary benefits allegedly due them under a
pension plan established on September 18, 1923, by the petitioner company’s
predecessor, Philippine Telephone and Telegraph Co., later adopted by the
Philippine Long Distance Telephone Co., and (2) salaries allegedly due them from
January 1946.

It is not controverted that on September 18, 1923, a “Plan for Employees
Pensions” was adopted by the original company, under which

“(b) All male employees (Natives of Philippine Islands or other brown skinned
race) who have reached the age of fifty years and whose term of employment has
been twenty or more years and all female employees (Natives of Philippine
Islands or other brown skinned race) who have reached the age of forty-five
years and whose term of employment has been twenty or more years may, at their
own request, ar at the discretion of the directors, be retired from active
service and become eligible to pensions.”
(Petition p. 9)

the pension to be 1-1/2% of the average annual pay during the last five years
preceding retirement (or in the discretion of the Directors, the average of five
years’ highest wages) for each year of the term of employment, to be paid from
date of retirement to the death of the pensioner. Provision was also made for
disability pensions which are not here involved. Section 5 of the plan contained
also the following conditions:

“SECTION 5. General I revisions.

(1) Neither the action of the Board of Directors in establishing this plan
for employees’ pensions, nor any action hereafter taken by the Board shall be
construed as giving to any officer, agent or employee a right to be retained in
the service of the Company or any right or claim to any pension or other
benefits or allowance after discharge from the “service of the Company, unless
the right to such pensions or benefits has accrued prior to such discharge.

(2) Assignment of pension will not be permitted or recognized.

(3) Pensions may be suspended or terminated, in the discretion of the
Directors, in case of gross misconduct or of any conduct prejudicial to the
interest of the Company,

xx xx xx xx

(5) Any absence from the service without pay, other than leave of absence or
temporary lay-off as defined in paragraphs six and seven of this Section, shall
be considered as a break in the continuity of services, unless the Directors
specifically determine such absence as a leave of absence, and if any person is
re-employed after such a break in the continuity of his ervice, his term of
employment shall be reckoned from the date of such re-employment,

xx xx xx xx

(7) Temporary lay-off on account of reduction of force shall not be
considered a break in the continuity of the service, but when the period of
absence from such cause exceeds four months in any twelve consecutive months,
the entire period of the absence shall be deducted in computing as temporary,
unless the employee is re-employed within such period as the rules “of the
Company as adopted from time to time, may require, not in any case exceeding one
year. If the employee is not thus re-employed the continuity of his service
shall be deemed to have been broken.”
(Petition pp. 11-12).

The Court below also found that in pursuance of the pension plan, the Company
set up in its books a “Provident Reserve” that as of October 31, 1941, stood at
P221,074.14, and which the Court estimated to be P224,074.14, by December 31,
1941. On November 6, 1945, however, the Board of Directors of the Company
adopted a resolution discontinuing the Employees’ Pension plan and all payments
thereunder, effective retroactively as of January 1, 1942,—

“in view of the fact that almost 4 years have elapsed during which the
operations of the Company have been outside the jurisdiction of the elected
Management, and since no revenue has been received by the Company during that
period.”

None of the petitioners has satisfied the conditions of the plan on January
1, 1942, when the World Wan broke out; but the Court of Industrial Relations
found as a fact that the then Manager of the Telephone Company, Major Stevenot,
instructed the employees to stay with the Company even during the Japanese
Administration, for he would come back and, pursuant thereto, the employees
worked with the company during the occupation. The petitioners, however, were
not recalled to service when the Company resumed control of operations in
1946.

The Company filed at first a motion to dismiss on the ground that the war had
terminated the relations of Jeturian and his fellow petitioners and the Company,
and hence, no relation of employer and employee existed between them. This
motion to dismiss having been disallowed, it petitioned for a writ of certiorari
from this Court (G.R. L-5697). The petition was dismissed for lack of merit on
June 10, 1952.

Then, after trial on the merits and consideration of the evidence and the
relevant facts, and “that an unforeseen and uncontrollable event had set in to
make its compliance impossible” for which no one should be penalized, the Court
below concluded that equity demanded that the Pension plan be liquidated in
favor of those who served the company up to 1941, and ordered pension payments
to them to be made in proportion to their respective ago and length of service,
as of October 31, 1941. And as the Company had not served termination notice of
severance pay to its employees not reemployed, it ordered one month’s salary to
be paid as severance pay, except for those who died, held other employment, or
refused to reenter the Company’s service.

Against the final decision on the merits, the present petition for review was
taken and ordered tote given due course.

It is first submitted by the petitioner Telephone Company that the
establishment of the pension plan did not constitute a binding contract but was
a mere offer of a gratuity to its employees; that the latter acquired no vested
right under the plan unless they complied with the conditions established
therein and, therefore, before any of the respondent employees did so, the
Company was at liberty to cancel and discontinue the pension plan.

We can not subscribe to this view. The pension plan was not a mere offer of
gratuity by the company, inspired by no other purpose than to benefit its
employees. In reality, the plan sought to induce the employees to continue
indefinitely in the service of the company, and to spur them to greater efforts
in its service and increase zeal in its behalf. While the funds for the plan
were wholly to be contributed by the Telephone company, it does not necessarily
follow that the latter would not derive material benefit from the plan’s
operation: the company undoubtedly stood to benefit from diminished turnover of
skilled labor, the avoidance of long and costly training of apprentices, and the
reduced cost of operation and equipment, because the goodwill of the laborers
tended to make them husband the company’s physical resources to the limit of
their ability and control.

“c) Las participaciones que suelen dar los comerciantes a sus factores o
dependientes en los productos de sus Empresas mercantiles o de alguna
determinada (dice en su primer Considerando la sentencia de 16 de febrero de
1899) no constituye donacion, en la acepcion legal de la ralabra, porque no
tiene su causa en una leberalidad, sino que, antes bien, obedecen a un movil
interesado, cual es el de recabar por el estimulo de la ganancia una cooperacion
mas activa e inteligente que la que humanamente puede esperarse de la
retribucion fija, no acompañada de futuras, aunque aleatorias, ventajas.”
(V
Manresa, Com., 6th Ed. p. 102).

In our opinion, the plan ripened into a binding contract upon its implied
acceptance of the employees. Not being a donation, there is no statutory
requirement that acceptance of the plan should be express. The assent or
acceptance of the employees is inferable from their entering the employ of the
company, or their stay therein after the plan was made known.

“It is plain that the pension plan was an integral part of the program for
his employment. To say that it constituted merely a nebulous inducement,
unsupported by an intent to be bound by the provisions mentioned, is to charge
the employer with grossest fraud. This provision constituted a continuing part
consideration for the services rendered by the employee. It was a daily
inducement to continuation of service and to exertion to satisfy, which was
successful for more than twenty- five years.”
(Wilson vs. Wurlitzer Co. 194
NE. 441).

“A promise which the promisor should reasonably expect to induce action or
forbearance of a definite and substantial character on the part of the promisee
and which does induce such action or forbearance is binding if injustice can be
avoided only by enforcement of the promise” (Am. Law Inst., Restatement on
Contracts, sec. 90).

And in Zwolanek vs. Baker Manufacturing Co., 44 LRA (NS) 1214, the Court
cited numerous authorities in support of its rule that:

“It is not necessary that the person performing the service for which a
reward is offered should give notice to the offerer that he accepts the offer;
for in such case the party making the offer impliedly dispenses with actual
notice, and the doing of the act completes the contract.”

That the right of the beneficiaries to the pension should be subjected to a
condition suspensive or precedent (attainment of age 50 and 20 years of service)
and are not fully vested until the conditions are fulfilled, does not authorize
the conclusion that the Company may disregard the plan at will, as if it had
never been contracted, on the ground that until the conditions are met, it has
no duties whatever toward the employees., Under car law, even before the
fulfillment of the conditions established by the plan, the employees acquire an
expectancy that is valuable, and one which the law protects. Thus, they may take
such action as may be appropriate to preserve their conditional right (old Civ.
C. Art, 1121; new Code, Art, 1188); and if the promisor should voluntarily
prevent the fulfillment of the condition, the same shall be deemed fulfilled
(Art. 1186, new Civil Code; Art. 119. old Civil Code). The conditional
obligation to pay the pension is one thing, and the contract or bargain
producing such conditional obligation is quite another; that the former should
not arise until the condition is fulfilled, does not mean that the second is
non-existent. Neither does the fact chat the effects of the contract are
unilateral mean that one party may repudiate it at will (Cf. Liebenow vs.
Philippine Vegetable Oil Co., 39 Phil. 60, 64).

“If a promise within the terms of sections 86-90 is in terms conditional or
performable at a future time the-promissor is bound thereby, but performance
becomes due only upon the happening of the condition or upon the arrival of the
specified time.”
(Amer. Law. Inst. Restatement on Contracts, sees. 90, 91,)
(Emphasis supplied).

———————–

“It tends to induce employees to remain continuously in the employ of the
same master, and to render efficient services so as to minimize the probability
of discharge, It also tends to relieve the employer of the annoyance of hiring
and breaking in new men to take the place of those who might otherwise
voluntarily quit, and to insure a full working force at times when jobs are
plentiful and labor is scarce. . . . To allow the employer in such case to
repudiate liability on the ground stated would come perilously near conniving at
the perpetration of fraud, and no court should say that in such case the by-law
merely affected the corporation, and not third parties. . . . If corporation
desire to have their so-called ‘by-laws’ affect only the corporation and its
shareholders, then they should refrain from exploiting them to third persons for
the purpose of inducing such persons to act in reliance thereon.”
(Zwolanek
vs. Baker Mfg. Co. 44 LRANS. 1214).

———————–

“To construe the contract as allowing the defendant then ( before the close
of the term) to terminate it without sufficient cause, and thereby to deprive
the plaintiff of the extra compensation, which was being held back as a guaranty
against his Quitting, would be to give the contract an oppressive and unnatural
effect, which can hardly be said to have been within the fair contemplation of
the parties.”
(Haag vs. Rogers. 72 S.E. 46)

The case at bar is clearly distinguishable from Hughes vs. Encyclopaedia
Britannica, 199 Fed. (2d) 295; in that there is no reservation of the employer’s
right to alter or amend the plan at any time,, a privilege expressly provided
for in the case cited.

The situation confronting the Court of Industrial Relations was as follows:
On the one hand, the employer (Telephone Company) professed inability to proceed
with the pension plan because of financial losses incurred during the was, and
had in fact decided to discontinue it as of 1942. On the other hand, the
Company’s action disappointed legitimate expectations that the employees had
built upon the permanence of the pension plan; their faithfulness and loyalty in
the past, resulting in benefits to the company(as shown earlier in this
opinion), demanded “adequate compensation. The Court below concluded that the
equitable solution to this conflict of interest was to provide for the
proportional distribution of the value of the pension rights that would have
accrued to the employees had the plan been carried out as originally intended.
It therefore decreed that the prewar employees of the company be paid according
to the “proportion of the length of service rendered and the age of petitioners
concerned as of October 31, 1941, to the service and age limit retirements of
the Pension Plan”.

We find no reversible error in this conclusion. Actually, the award
complained of grants an indemnity to the employees for the Company’s repudiation
of a contract upon which the employees had a right to rely.

“And it has been held that where the claimant has performed part of the
service, and is prevented by the offerer, or by these for whose acts he is
responsible, from completing the work, he is entitled to the whole reward or at
least to compensation on quantum meruit. 34 Cys.
1750.”
(Zwolanek v. Baker Mfg. Co., ante).

The petitioner Company argues that it can not be made liable except upon
fulfillment of the condition expressly set in the pension plan (age 50 and 20
service). But the Company that violated the contract with its employees, by
discontinuing the plan without their consent, is not in a position now to insist
upon the terms of the very contract it has bleached (cf. Bosque vs, Yu Chipeo,
14 Phil. 95).

In Justice to the Company, however, it must be understood that those of its
prewar employees who voluntarily severed their connections and left the service
of the company before the outbreak of the war, should be excluded from the
ratable distribution ordered by the Court below. Likewise, those prewar
employees who died before the outbreak of the war? while the plan was in
operation, must be regarded as having forfeited pension privileges, it being
apparent that they could not possibly fulfill the established conditions and
earn a pension even if the plan had continued in force, it is worthy of note
that the plan, as originally adopted, did not provide for death benefits of any
sort; and even the pensions earned by those who attained 50 years of age and 20
years of service ceased upon the death of the pensioner, and the right to
pension was not transmitted to their heirs (Sec. 4, par. 4).

The last issue tendered by the appellant Company, to the effect that the
outbreak of the war terminated or dissolved its employer-employee relationship
with the respondent workers, has already been resolved against it by this Court
in Case G.R.No. L-5697, Philippine Long Distance Co, vs. Crispin Jeturian, et
al., dismissing for lack of merit the Compay’s petition for certiorari against
eh order of the Court of Industrial Relations, holding that the war produced no
such dissolution of employer-employee relations, but merely suspended the same.

Similarly, excuse that its war losses extinguished the Company’s obligation
to proceed with the pension plan is not meritorious. Its obligation was a
generic one (to pay money) and such obligations are not extinguished by loss or
inability to raise funds (new Civil Code, Art, 1263; Reyes vs. Caltex
(Philippines) Inc., 47 Off. Gaz. pp. 1193, 1200-1201).

With the sole modification that those prewar employees of the Philippine Long
Distance Telephone Co. who died or voluntarily left its service before the
outbreak of the last war should be excluded from the distribution of pension
benefits, the decision of the Court of Industrial Relations is affirmed. Costs
against petitioner-appellant Philippine Long Distance Telephone Company,
Inc.

Bengzon, Padilla, Reyes, Jugo, Bautista Angelo, Labrador, and
Concepcion, JJ., concur.

Paras, C.J. and Pablo, J., did not take part.