The Case

Before the Court are two (2) petitions for review on certiorari under Rule 45 of the Rules of Court, as amended. Both seek to annul and set aside the joint: (1) Decision^[1] dated 27 February 2003, and (2) Resolution^[2] dated 27 June 2003, of the Court of Appeals in CA-G.R. SP No. 69805^[3] and No. 71540.^[4]

G.R. No. 158930-31 was filed by Union of Filipro Employees Drug, Food and Allied Industries Unions Kilusang Mayo Uno (UFE-DFA-KMU) against Nestlé Philippines, Incorporated (Nestlé) seeking the reverse of the Court of Appeals Decision in so far as the latter's failure to adjudge Nestlé guilty of unfair labor practice is concerned, as well as the Resolution of 27 June 2003 denying its Partial Motion for Reconsideration; G.R. No. 158944-45 was instituted by Nestlé against UFE-DFA-KMU similarly seeking to annul and set aside the Decision and Resolution of the Court of Appeals declaring 1) the Retirement Plan a valid collective bargaining issue; and 2) the scope of assumption of jurisdiction power of the Secretary of the DOLE to be limited to the resolution of questions and matters pertaining merely to the ground rules of the collective bargaining negotiations to be conducted between the parties.

In as much as the cases involve the same set of parties; arose from the same set of circumstances, i.e., from several Orders issued by then Secretary of the Department of Labor and Employment (DOLE), Hon. Patricia A. Sto. Tomas, respecting her assumption of jurisdiction over the labor dispute between Nestlé and UFE-DFA-KMU, Alabang and Cabuyao Divisions;^[5] and likewise assail the same Decision and Resolution of the Court of Appeals, the Court ordered the consolidation of the two petitions.^[6]

The Facts

From the record and the pleadings filed by the parties, we cull the following material facts in this case:

On 4 April 2001, in consideration of the impending expiration of the existing collective bargaining agreement (CBA) between Nestlé and UFE-DFA-KMU^[7] on 5 June 2001,^[8] in a letter denominated as a Letter of Intent, the Presidents of the Alabang and Cabuyao Divisions of UFE-DFA-KMU, Ernesto Pasco and Diosdado Fortuna, respectively, informed Nestlé of their intent to "open our new Collective Bargaining Negotiation for the year 2001-2004 x x x as early as June 2001."^[9]

In a letter^[10] dated 10 April 2001, Nestlé acknowledged receipt of the aforementioned letter. It also informed UFE-DFA-KMU that it was preparing its own counter-proposal and proposed ground rules that shall govern the conduct of the collective bargaining negotiations.

On 29 May 2001, in another letter addressed to the UFE-DFA-KMU (Cabuyao Division), Nestlé underscored its position that "unilateral grants, one-time company grants, company-initiated policies and programs, which include, but are not limited to the Retirement Plan, Incidental Straight Duty Pay and Calling Pay Premium, are by their very nature not proper subjects of CBA negotiations and therefore shall be excluded therefrom."^[11] In addition, it clarified that with the closure of the Alabang Plant, the CBA negotiations will only be applicable to the covered employees of the Cabuyao Plant; hence, the Cabuyao Division of UFE-DFA-KMU became the sole bargaining unit involved in the subject CBA negotiations.

Thereafter, dialogue between the company and the union ensued.

In a letter dated 14 August 2001, Nestlé, claiming to have reached an impasse in said dialogue, requested^[12] the National Conciliation and Mediation Board (NCMB), Regional Office No. IV, Imus, Cavite, to conduct preventive mediation proceedings between it and UFE-DFA-KMU. Nestlé alleged that despite fifteen (15) meetings between them, the parties failed to reach any agreement on the proposed CBA. The request was docketed as NCMB-RBIV-CAB-PM-08-035-01.

Conciliation proceedings nevertheless proved ineffective. Complaining, in essence, of bargaining deadlock pertaining to economic issues, i.e., "retirement (plan), panel composition, costs and attendance, and CBA,"^[13] UFE-DFA-KMU filed a Notice of Strike^[14] on 31 October 2001 with the NCMB docketed as NCMB-RBIV-LAG-NS-10-037-01. One week later, or on 07 November 2001, another Notice of Strike^[15] was filed by the UFE-DFA-KMU docketed as NCMB-RBIV-LAG-NS-11-10-039-01, this time predicated on Nestlés alleged unfair labor practices i.e., bargaining in bad faith in that it was setting pre-conditions in the ground rules by refusing to include the issue of the Retirement Plan in the CBA negotiations. A strike vote was then conducted by UFE-DFA-KMU on 22 November 2001. The result was an overwhelming approval of the decision to hold a strike.^[16]

On 26 November 2001, in view of the looming strike, Nestlé filed with the DOLE a Petition for Assumption of Jurisdiction,^[17] docketed as OS-AJ-0023-01, fundamentally praying that the Secretary of the DOLE, Hon. Patricia A. Sto. Tomas, assume jurisdiction over the current labor dispute as mandated by Article 263 (g) of the Labor Code, as amended, thereby effectively enjoining any impending strike at the Nestlé Cabuyao Plant in Laguna.

On 29 November 2001, Sec. Sto. Tomas issued an Order^[18] in OS-AJ-0023-01, NCMB-RBIV-CAV-PM-08-035-01,NCMB-RBIV-LAG-NS-10-037-01&NCMB-RBIV-LAG-NS-11-10-039-01 assuming jurisdiction over the subject labor dispute between the parties, the fallo thereof stating that:

CONSIDERING THE FOREGOING, this Office hereby assumes jurisdiction over the labor dispute at the Nestlé Philippines, Inc. (Cabuyao Plant) pursuant to Article 263 (g) of the Labor Code, as amended.

Accordingly, any strike or lockout is hereby enjoined. The parties are directed to cease and desist from committing any act that might lead to the further deterioration of the current labor relations situation.

The parties are further directed to meet and convene for the discussion of the union proposals and company counter-proposals before the National Conciliation and Mediation Board (NCMB) who is hereby designated as the delegate/facilitator of this Office for this purpose. The NCMB shall report to this Office the results of this attempt at conciliation and delimitation of the issues within thirty (30) days from the parties' receipt of this Order, in no case later than December 31, 2001. If no settlement of all the issues is reached, this Office shall thereafter define the outstanding issues and order the filing of position papers for a ruling on the merits.

UFE-DFA-KMU sought reconsideration^[19] of the abovequoted Assumption of Jurisdiction Order on the assertion that:

1. Article 263 (g) of the Labor Code, as amended, is invalid and unconstitutional as it is in derogation of the provisions dealing on protection to labor, social justice, the bill of rights, and, generally accepted principle of international law;
   
   
2. compulsory arbitration as a mode of dispute settlement provided for in the Labor Code and sourced from the 1935 and 1973 constitutions has been discarded and deleted by the New Charter which instituted in its stead free collective bargaining;
   
   
3. that ILO condemns the continuous exercise by the Secretary of Labor of the power of compulsory arbitration;
   
   
4. granting that the law is valid, the Secretary has unconstitutionally applied the law;
   
   
5. that the company is a business enterprise not belonging to an industry indispensable to the national interest considering that it is only one among a number of companies in the country producing milk and nutritional products; that the Cabuyao plant is only one of the six (6) Nestle plants in the country and could rely on its highly automated Cagayan de Oro plant for buffer stocks;
   
   
6. that the Secretary acted with grave abuse of discretion in issuing the assailed order without the benefit of a prior notice and inquiry.
   

In the interregnum, the union interposed a motion for extension of time^[20] to file its position paper as directed by the Assumption of Jurisdiction Order of 29 November 2001.

In an Order^[21] dated 14 January 2002, Sec. Sto. Tomas denied the aforequoted motion for reconsideration in this wise:

This is not the first time that this Office had occasion to resolve the grounds and arguments now being raised x x x. In a more recent case In re: labor dispute at Toyota Motor Philippines Corporation x x x this Office ruled:

The constitutionality of the power of the Secretary of Labor under Article 263 (g) of the Labor Code to assume jurisdiction over a labor dispute in an industry indispensable to the national interest has been upheld as an exercise of police power of the constitution. x x x.

x x x x

As ruled by the Supreme Court in the Philtread case:

Article 263 (g) of the Labor Code does not violate the worker's constitutional right to strike.

x x x x x x

The foregoing article clearly does not interfere with the worker's right to strike but merely regulates it, when in the exercise of such right, national interests will be affected.

On 15 January 2002, despite the injunction^[22] contained in Sec. Sto. Tomas' Assumption of Jurisdiction Order and conciliation efforts by the NCMB, the employee members of UFE-DFA-KMU at the Nestlé Cabuyao Plant went on strike.

On 16 January 2002, in consideration of the above, Sec. Sto. Tomas issued yet another Order^[23] directing: (1) the members of UFE-DFA-KMU to return-to-work within twenty-four (24) hours from receipt of such Order; (2) Nestlé to accept back all returning workers under the same terms and conditions existing preceding to the strike; (3) both parties to cease and desist from committing acts inimical to the on-going conciliation proceedings leading to the further deterioration of the situation; and (4) the submission of their respective position papers within ten (10) days from receipt thereof.

Notwithstanding the Return-To-Work Order, the members of UFE-DFA-KMU continued with their strike and refused to go back to work as instructed. Thus, Sec. Sto. Tomas sought the assistance of the Philippine National Police (PNP) for the enforcement of said order.

At the hearing called on 7 February 2002, Nestlé and UFE-DFA-KMU filed their respective position papers. In its position paper,^[24] Nestlé addressed several issues allegedly pertaining to the current labor dispute, i.e., economic provisions of the CBA as well as the non-inclusion of the issue of the Retirement Plan in the collective bargaining negotiations. UFE-DFA-KMU, in contrast, limited itself to tackling the solitary issue of whether or not the retirement plan was a mandatory subject in its CBA negotiations with the company on the contention "that the Order of Assumption of Jurisdiction covers only the issue of Retirement Plan."^[25]

On 8 February 2002, Nestlé moved that UFE-DFA-KMU be declared to have waived its right to present arguments respecting the other issues raised by the company on the ground that the latter chose to limit itself to discussing only one (1) issue. Sec. Sto. Tomas, in an Order^[26] dated 11 February 2002, however, did not see fit to grant said motion. She instead allowed UFE-DFA-KMU the chance to tender its stand on the other issues raised by Nestlé but not covered by its initial position paper paper by way of a Supplemental Position Paper.

UFE-DFA-KMU afterward filed several pleadings: (1) an Urgent Motion to File a Reply dated 13 February 2002; (2) a Motion for Time to File Supplemental Position Paper dated 22 February 2002; and (3) a Manifestation with Motion for Reconsideration of the Order dated February 11, 2002 dated 27 February 2002. The latter pleading was an absolute contradiction of the second one praying for additional time to file the subject supplemental position paper. In said Manifestation, UFE-DFA-KMU explained that it "realized that the Order of February 11, 2002 appears to be contrary to law and jurisprudence and is not in conformity with existing laws and the evidence on record,"^[27] as the Secretary of the DOLE "could only assume jurisdiction over the issues mentioned in the notice of strike subject of the current dispute."^[28] UFE-DFA-KMU then went on to clarify that the Amended Notice of Strike did not cite, as one of the grounds, the CBA deadlock.

On 8 March 2002, Sec. Sto. Tomas denied the motion for reconsideration of UFE-DFA-KMU.

Frustrated with the foregoing turn of events, UFE-DFA-KMU filed a petition for certiorari^[29] with application for the issuance of a temporary restraining order or a writ of preliminary injunction before the Court of Appeals. The petition was predicated on the question of whether or not the DOLE Secretary committed grave abuse of discretion in issuing the Orders of 11 February 2002 and 8 March 2002.

Meanwhile, in an attempt to finally resolve the crippling labor dispute between the parties, then Acting Secretary of the DOLE, Hon. Arturo D. Brion, came out with an Order^[30] dated 02 April 2002, in the main, ruling that:

1. we hereby recognize that the present Retirement Plan at the Nestlé Cabuyao Plant is a unilateral grant that the parties have expressly so recognized subsequent to the Supreme Court's ruling in Nestlé, Phils. Inc. vs. NLRC, G.R. No. 90231, February 4, 1991, and is therefore not a mandatory subject for bargaining;
   
   
2. the Union's charge of unfair labor practice against the Company is hereby dismissed for lack of merit;
   
   
3. the parties are directed to secure the best applicable terms of the recently concluded CBs between Nestlé Phils. Inc. and it eight (8) other bargaining units, and to adopt these as the terms and conditions of the Nestlé Cabuyao Plant CBA;
   
   
4. all union demands that are not covered by the provisions of the CBAs of the other eight (8) bargaining units in the Company are hereby denied;
   
   
5. all existing provisions of the expired Nestlé Cabuyao Plant CBA without any counterpart in the CBAs of the other eight bargaining units in the Company are hereby ordered maintained as part of the new Nestlé Cabuyao Plant CBA;
   
   
6. the parties shall execute their CBA within thirty (30) days from receipt of this Order, furnishing this Office a copy of the signed Agreement;
   
   
7. this CBA shall, in so far as representation is concerned, be for a term of five (5) years; all other provisions shall be renegotiated not later than three (3) years after its effective date which shall be December 5, 2001 (or on the first day six months after the expiration on June 4, 2001 of the superceded CBA).

Not surprisingly, UFE-DFA-KMU moved to reconsider the aforequoted position of the DOLE.

On 6 May 2002, the Secretary of the DOLE, Hon. Sto. Tomas, issued the last of the assailed Orders.^[31] This order resolved to deny the preceding motion for reconsideration of UFE-DFA-KMU.

Undaunted still, UFE-DFA-KMU, for the second time, went to the Court of Appeals likewise via a petition for certiorari seeking to annul, on the ground of grave abuse of discretion, the Orders of 02 April 2002 and 06 May 2002 of the Secretary of the DOLE.

The Court of Appeals, acting on the twin petitions for certiorari, determined the issues in favor of UFE-DFA-KMU in a joint Decision dated 27 February 2003. The dispositive part thereof states that:

WHEREFORE, in view of the foregoing, there being grave abuse on the part of the public respondent in issuing all the assailed Orders, both petitions are hereby GRANTED. The assailed Orders dated February 11, 2001, and March 8, 2001 (CA-G.R. SP No. 69805), as well as the Orders dated April 2, 2002 and May 6, 2002 (CA-G.R. SP No. 71540) of the Secretary of Labor and Employment in the case entitled: "IN RE: LABOR DISPUTE AT NESTLE PHILIPPINES INC. (CABUYAO FACTORY)" under OS-AJ-0023-01 (NCMB-RBIV-CAV-PM-08-035-01, NCMB-RBIV-LAG-NS-10-037-01, NCMB-RBIV-LAG-NS-11-10-039 01) are hereby ANNULLED an SET ASIDE. Private respondent is hereby directed to resume the CBA negotiations with the petitioner.^[32]

Dissatisfied, both parties separately moved for the reconsideration of the abovequoted decision with Nestlé basically assailing that part of the decision finding the DOLE Secretary to have gravely abused her discretion when she ruled that the Retirement Plan is not a valid issue for collective bargaining negotiations; while UFE-DFA-KMU questions, in essence, the appellate court's decision in absolving Nestlé of the charge of unfair labor practice.

The parties' efforts were all for naught as the Court of Appeals stood pat in its earlier pronouncements and denied the motions for reconsideration in a joint Resolution dated 27 June 2003.

Hence, these petitions for review on certiorari separately filed by the parties. Said petitions were ordered consolidated in a Supreme Court Resolution dated 29 March 2004.

The Issues

UFE-DFA-KMU's petition for review docketed as G.R. No. 158930-31, is predicated on the following alleged errors:

I.

THE COURT OF APPEALS COMMITTED A SERIOUS ERROR OF LAW IN NOT HOLDING THAT RESPONDENT IS GUILTY OF UNFAIR LABOR PRACTICE IN REFUSING TO PROCEED WITH THE CBA NEGOTIATIONS UNLESS PETITIONER FIRST ADMITS THAT THE RETIREMENT PLAN IN THE COMPANY IS A NON-CBA MATTER; and

II.

THE CONTENTION THAT THERE IS NO EVIDENCE OF UNFAIR LABOR PRACTICE ON RESPONDENT NESTLÉ'S PART AND THAT PETITIONER DID NOT RAISE THE ISSUE OF ULP IN ITS ARGUMENTS BEFORE THE COURT OF APPEALS IS GROSSLY ERRONEOUS.^[33]

Whereas in G.R. No. 158944-45, petitioner Nestlé challenges the conclusion of the Court of Appeals on the basis of the following issues:

I.

WHETHER OR NOT THE COURT OF APPEALS COMMITTED SERIOUS ERROR IN HOLDING THAT THE POWERS GRANTED TO THE SECRETARY OF LABOR TO RESOLVE NATIONAL INTEREST DISPUTES UNDER ARTICLE 263 (G) OF THE LABOR CODE MAY BE LIMITED BY A (SECOND) NOTICE OF STRIKE; and

II.

WHETHER OR NOT THE COURT OF APPEALS COMMITTED SERIOUS ERROR IN ANNULING THE SECRETARY OF LABOR'S JUDGMENT ON THE RETIREMENT PLAN ISSUE WHICH WAS MERELY A PART OF THE COMPLETE RESOLUTION OF THE LABOR DISPUTE.^[34]

On the whole, the consolidated cases only raise three (3) fundamental issues for deliberation by this Court, that is, whether or not the Court of Appeals committed reversible error, first, in finding the Secretary of Labor and Employment to have gravely abused her discretion in her pronouncement that the Retirement Plan was not a proper subject to be included in the CBA negotiations between the parties; hence, non-negotiable; second, in holding that the assumption powers of the Secretary of Labor and Employment should have been limited merely to the grounds alleged in the second Notice of Strike; and third, in not ruling that Nestlé was guilty of unfair labor practice despite allegedly setting a pre-condition to bargaining the non-inclusion of the Retirement Plan as an issue in the collective bargaining negotiations.

The Court's Ruling

Foremost for our resolution is the matter of the non-inclusion of the Retirement Plan in the CBA negotiations between Nestlé and UFE-DFA-KMU (Cabuyao Division).

In finding the Secretary of the DOLE to have gravely abused her discretion in holding that the Retirement Plan is not a valid CBA issue, the Court of Appeals explained that:

Although the Union, thru its President Diosdado Fortuna, signed a Memorandum of Agreement dated October 8, 1998 together with the private respondent which clearly states that the "Company agree to extend the following unilateral grants which shall not form part of the CBA" (citation omitted) however, the same document made a proviso that "reference on the Retirement Plan in the CBA signed on July 4, 1995, shall be maintained," x x x thus, this Court is of the belief and so holds that the Retirement Plan is still a valid CBA issue, hence, it could not be argued that the true intention of the parties is that the Retirement Plan, although referred in the CBA, would not in any way form part of the CBA (citation omitted) as it could be clearly inferred by this Court that it is to be used as an integral part of the CBA and to be used as a topic for future bargaining, in consonance with the ruling of the Supreme Court in the previous Nestlé Case that "the Retirement Plan was a collective bargaining issue right from the start."^[35]

In filing the present petition, Nestle is of the view that after the 1991 Supreme Court Decision was promulgated, there was obviously an agreement by the parties to no longer consider the Retirement Plan as a negotiable item subject to bargaining. Rather, said benefit would be regarded as a unilateral grant outside the ambit of negotiation. Nestlé justifies such contention by directing the Court's attention to the Ground Rules for 1998 Alabang/Cabuyao Factories' CBA Negotiation (citation omitted) signed by it and the representatives of UFE-DFA-KMU where both sides "expressly" recognized Nestlés prerogative to initiate unilateral grants which are "not negotiable." It likewise cited the Memorandum of Agreement^[36] entered into by the parties on 08 October 1998, which also "categorically" referred to the Retirement Plan as one of the unilateral grants alluded to in the aforementioned Ground Rules. Nestle then concluded that:

Indeed, the foregoing uncontroverted documents very clearly established the clear agreement of the parties, after the 1991 Supreme Court Decision, to remove the Retirement Plan from the scope of bargaining negotiation, and leave the matter upon the sole initiative and discretion of Nestlé.^[37]

In contrast, UFE-DFA-KMU posits that there is nothing in either of the documents aboveclaimed that proves that it agreed to treat the Retirement Plan as a unilateral grant of the company which is outside the scope of the CBA and hence, not a proper subject of bargaining." It explained that the MOA alluded to by Nestlé merely speaks of the improvement^[38] or the review for the improvement^[39] of the current Retirement Plan and nothing else. UFE-DFA-KMU rationalizes that:

Had the objective of the parties been to consider the Retirement Plan as not a subject for collective bargaining, they would have stated so in categorical terms. Or, they could have deleted the said benefit from the CBA.

Unfortunately for petitioner, the documents relied upon by it do not state that the Retirement Plan is no longer a bargainable item. The said benefit was not also removed or deleted from the CBA.

If ever, what was "unilaterally granted" by petitioner company as appearing on the above-stated letter and MOA were the "improvements" on the Retirement Plan. The Retirement Plan could not have been unilaterally granted by the said letter and MOA since the said Plan predates the said letter and MOA by over two decades.

UFE-DFA-KMU concludes that "[s]ince the Retirement Plan did not derive its existence from the letter and MOA x x x, the nature of the Retirement Plan was not altered or changed by the subsequent issuance by petitioner company of the said letter and MOA. The Retirement Plan remained a CBA item which is a proper subject of collective bargaining pursuant to the 1991 ruling of this Honorable Court."^[40]

We agree.

The present issue is not one of first impression. In Nestlé Philippines, Inc. v. NLRC,^[41] ironically involving the same parties herein, this Court has had the occasion to affirm that a retirement plan is consensual in nature.

By way of background, the parties therein resorted to a "slowdown" and walked out of the factory prompting the management to shut down its operations. Collective bargaining negotiations were conducted but a deadlock was subsequently declared. The Secretary of Labor assumed jurisdiction over the labor dispute and issued a return-to-work order. The NLRC thereafter issued its resolution modifying Nestlés existing "non-contributory" Retirement Plan. The company filed a petition for certiorari alleging grave abuse of discretion on the part of the NLRC as Nestlé was arguing that since its Retirement Plan is non-contributory, it should be a non-issue in CBA negotiations. Nestlé had the sole and exclusive prerogative to define the terms of the plan as the employees had no vested and demandable rights thereon the grant of such not being a contractual obligation but simply gratuitous. In a ruling contrary to Nestlés position, this Court, through Madame Justice Griño-Aquino, declared that:

The company's [Nestlé] contention that its retirement plan is non-negotiable, is not well-taken. The NLRC correctly observed that the inclusion of the retirement plan in the collective bargaining agreement as part of the package of economic benefits extended by the company to its employees to provide them a measure of financial security after they shall have ceased to be employed in the company, reward their loyalty, boost their morale and efficiency and promote industrial peace, gives "a consensual character" to the plan so that it may not be terminated or modified at will by either party (citation omitted).

The fact that the retirement plan is non-contributory, i.e., that the employees contribute nothing to the operation of the plan, does not make it a non-issue in the CBA negotiations. As a matter of fact, almost all of the benefits that the petitioner has granted to its employees under the CBA salary increases, rice allowances, midyear bonuses, 13th and 14th month pay, seniority pay, medical and hospitalization plans, health and dental services, vacation, sick & other leaves with pay are non-contributory benefits. Since the retirement plan has been an integral part of the CBA since 1972, the Union's demand to increase the benefits due the employees under said plan, is a valid CBA issue. x x x

x x x x

x x x [E]mployees do have a vested and demandable right over existing benefits voluntarily granted to them by their employer. The latter may not unilaterally withdraw, eliminate or diminish such benefits (Art. 100, Labor Code; other citation omitted). [Emphases supplied.]^[42]

In the case at bar, it cannot be denied that the CBA that was about to expire at that time contained provisions respecting the Retirement Plan. As the latter benefit was already subject of the existing CBA, the members of UFE-DFA-KMU were only exercising their prerogative to bargain or renegotiate for the improvement of the terms of the Retirement Plan just like they would for all the other economic, as well as non-economic benefits previously enjoyed by them. Precisely, the purpose of collective bargaining is the acquisition or attainment of the best possible covenants or terms relating to economic and non-economic benefits granted by employers and due the employees. The Labor Code has actually imposed as a mutual obligation of both parties, this duty to bargain collectively. The duty to bargain collectively is categorically prescribed by Article 252 of the said code. It states:

ART. 252. MEANING OF DUTY TO BARGAIN COLLECTIVELY. The duty to bargain collectively means the performance of a mutual obligation to meet and confer promptly and expeditiously and in good faith for the purpose of negotiating an agreement with respect to wages, hours of work, and all other terms and conditions of employment including proposals for adjusting any grievances or questions arising under such agreement and executing a contract incorporating such agreement if requested by either party, but such duty does not compel any party to agree to a proposal or to make any concession.

Further, Article 253, also of the Labor Code, defines the parameter of said obligation when there already exists a CBA, viz:

ART. 253. DUTY TO BARGAIN COLLECTIVELY WHEN THERE EXISTS A COLLECTIVE BARGAINING AGREEMENT. The duty to bargain collectively shall also mean that either party shall not terminate nor modify such agreement during its lifetime. However, either party can serve a written notice to terminate or modify the agreement at least sixty (60) days prior to its expiration date. It shall be the duty of both parties to keep the status quo and to continue in full force and effect the terms and conditions of the existing agreement during the sixty day period and/or until a new agreement is reached by the parties.

And, in demanding that the terms of the Retirement Plan be opened for renegotiation, the members of UFE-DFA-KMU are acting well within their rights as we have, indeed, declared that the Retirement Plan is consensual in character; and so, negotiable.

Contrary to the claim of Nestlé that the categorical mention of the terms "unilateral agreement" in the letter and the MOA signed by the representatives of UFE-DFA-KMU, had, for all intents and purposes worked to estop UFE-DFA-KMU from raising it as an issue in the CBA negotiations, our reading of the same, specific
ally Paragraph 6 and subparagraph 6.2:

6. Additionally, the COMPANY agree to extend the following unilateral grants which shall not form part of the Collective Bargaining Agreement (CBA):

x x x x

6.2. Review for improvement of the COMPANY's Retirement Plan and the reference on the Retirement Plan in the Collective Bargaining Agreement signed on 4 July 1995 shall be maintained. ^[43]

hardly persuades us that the members of UFE-DFA-KMU have agreed to treat the Retirement Plan as a benefit the terms of which are solely dependent on the inclination of the Nestlé and remove the subject benefit from the ambit of the CBA. The characterization unilaterally imposed by Nestlé on the Retirement Plan cannot operate to divest the employees of their "vested and demandable right over existing benefits voluntarily granted by their employer."^[44] Besides, the contention that UFE-DFA-KMU has "abandoned" or forsaken our earlier pronouncement vis-á-vis the consensual nature of a retirement plan is quite inconsistent with, nay, is negated by its conduct in doggedly asking for a renegotiation of said benefit.

Worth noting, at this point, is the fact that the aforequoted paragraph 6 and its subparagraphs, particularly subparagraph 6.2, highlights an undeniable fact that Nestlé recognizes that the Retirement Plan is part of the existing Collective Bargaining Agreement.

Nestlé further rationalizes that a ruling declaring the Retirement Plan a valid CBA negotiation issue will inspire other bargaining units to demand for greater benefits in accordance with their respective appetites. Suffice it to say that the consensual nature of the Retirement Plan neither gives the union members the unfettered right nor the unbridled prerogative to demand more than what the company can viably give.

As regards the scope of the assumption powers of the Secretary of the DOLE, the appellate court ruled that Sec. Sto. Tomas' assumption of jurisdiction powers should have been limited to the disagreement on the ground rules of the collective bargaining negotiations. The Court of Appeals referred to the minutes of the meeting held on 30 October 2001. That the representative Nestlé was recorded to have stated that "we are still discussing ground rules and not yet on the CBA negotiations proper, a deadlock cannot be declared,"^[45] was a telling fact. The Court of Appeals, thus, declared that the Secretary "should not have ruled on the questions and issues relative to the substantive aspect of the CBA simply because there was no conflict on the CBA yet."^[46]

UFE-DFA-KMU agrees in the above and contends that the requisites of judicial inquiry require, first and foremost the presence of an actual case controversy. It then concludes that "[i]f the courts of law cannot act and decide in the absence of an actual case or controversy, so should be (sic) also the Honorable DOLE Secretary."^[47]

Nestle, however, contradicts the preceding disquisitions on the ground that such referral to the minutes of the meeting was erroneous and misleading. It avers that the Court of Appeals failed to consider the circumstance surrounding said utterance " that the statement was made during the preventive mediation proceedings and the UFE-DFA-KMU had not yet filed any notice of strike. It further emphasizes that it was UFE-DFA-KMU who first alleged bargaining deadlock as the basis for the filing of its Notice of Strike. Finally, Nestlé clarifies that before the first Notice of Strike was filed, several conciliation conferences had already been undertaken where both parties had exchanges of their respective CBA proposals.

In this, we agree with Nestlé. Declaring the Secretary of the DOLE to have acted with grave abuse of discretion for ruling on substantial matters or issues and not restricting itself merely on the ground rules, the appellate court and UFE-DFA-KMU would have us treat the subject labor dispute in a piecemeal fashion.

The power granted to the Secretary of the DOLE by Paragraph (g) of Article 263 of the Labor Code, to wit:

ART. 263. STRIKES, PICKETING, AND LOCKOUTS.

x x x x

(g) When, in his opinion, there exists a labor dispute causing or likely to cause a strike or lockout in an industry indispensable to the national interest, the Secretary of Labor and Employment may assume jurisdiction over the dispute and decide it or certify the same to the Commission for compulsory arbitration. Such assumption or certification shall have the effect of automatically enjoining the intended or impending strike or lockout as specified in the assumption or certification order. If one has already taken place at the time of assumption or certification, all striking or locked out employees shall immediately return to work and the employer shall immediately resume operations and readmit all workers under the same terms and conditions prevailing before the strike or lockout. The Secretary of Labor and Employment or the Commission may seek the assistance of law enforcement agencies to ensure compliance with this provision as well as with such orders as he may issue to enforce the same.

x x x x

authorizes her to assume jurisdiction over a labor dispute, causing or likely to cause a strike or lockout in an industry indispensable to the national interest, and correlatively, to decide the same.

In the case at bar, the Secretary of the DOLE simply relied on the Notices of Strike that were filed by UFE-DFA-KMU as stated in her Order of 08 March 2002, to wit:

x x x The records disclose that the Union filed two Notices of Strike. The First is dated October 31, 2001 whose grounds are cited verbatim hereunder:

"A. Bargaining Deadlock

1. Economic issues (specify)
   

1. Retirement
2. Panel Composition
3. Costs and Attendance
4. CBA"
   

The second Notice of Strike is dated November 7, 2001 and the cited ground is like quoted verbatim below:

"B. Unfair Labor Practices (specify)

Bargaining in bad faith
Setting pre-condition in the ground
rules (Retirement issue)"

Nowhere in the second Notice of Strike is it indicated that this Notice is an amendment to and took the place of the first Notice of Strike. In fact, our Assumption of Jurisdiction Order dated November 29, 2001 specifically cited the two (2) Notices of Strike without any objection on the part of the Union x x x.^[48]

Thus, based on the Notices of Strike filed by UFE-DFA-KMU, the Secretary of the DOLE rightly decided on matters of substance. Further, it is a fact that during the conciliation meetings before the NCMB, but prior to the filing of the notices of strike, the parties had already delved into matters affecting the meat of the collective bargaining agreement. The appellate court's reliance on the statement^[49] of the representative of Nestlé in ruling that the labor dispute had yet to progress from the discussion of the ground rules of the CBA negotiations is clearly misleading; hence, erroneous.

Nevertheless, granting for the sake of argument that the meetings undertaken by the parties had not gone beyond the discussion of the ground rules, the issue of whether or not the Secretary of the DOLE could decide issues incidental to the subject labor dispute had already been answered in the affirmative. The Secretary's assumption of jurisdiction power necessarily includes matters incidental to the labor dispute, that is, issues that are necessarily involved in the dispute itself, not just to those ascribed in the Notice of Strike; or, otherwise submitted to him for resolution. As held in the case of International Pharmaceuticals, Inc. v. Sec. of Labor and Employment,^[50] "x x x [t]he Secretary was explicitly granted by Article 263 (g) of the Labor Code the authority to assume jurisdiction over a labor dispute causing or likely to cause a strike or lockout in an industry indispensable to the national interest, and decide the same accordingly. Necessarily, this authority to assume jurisdiction over the said labor dispute must include and extend to all questions and controversies arising therefrom, including cases over which the Labor Arbiter has exclusive jurisdiction."^[51] Accordingly, even if not exactly on the ground upon which the Notice of Strike is based, the fact that the issue is incidental to the resolution of the subject labor dispute or that a specific issue had been submitted to the Secretary of the DOLE for her resolution, validly empowers the latter to take cognizance of and resolve the same.

Secretary Sto. Tomas correctly assumed jurisdiction over the questions incidental to the current labor dispute and those matters raised by the parties. In any event, the query as to whether or not the Retirement Plan is to be included in the CBA negotiations between the parties ineluctably dictates upon the Secretary of the DOLE to go into the substantive matter of the CBA negotiations.

Lastly, the third issue pertains to the alleged reversible error committed by the Court of Appeals in holding, albeit impliedly, Nestlé free and clear from any unfair labor practice. UFE-DFA-KMU argues that Nestlés "refusal to bargain on a very important CBA economic provision constitutes unfair labor practice."^[52] It explained that Nestlé set as a precondition for the holding of collective bargaining negotiations the non-inclusion of the issue of Retirement Plan. In its words, "respondent Nestlé Phils., Inc. insisted that the Union should first agree that the retirement plan is not a bargaining issue before respondent Nestlé would agree to discuss other issues in the CBA."^[53] It then concluded that "the Court of Appeals committed a legal error in not ruling that respondent company is guilty of unfair labor practice. It also committed a legal error in failing to award damages to the petitioner for the ULP committed by the respondent."^[54]

Nestlé refutes the above argument and asserts that it was only before the Court of Appeals, and in the second Petition for Certiorari at that, did UFE-DFA-KMU raise the matter of unfair labor practice. It reasoned that the subject of unfair labor practice should have been threshed out with the appropriate labor tribunal. In justifying the failure of the Court of Appeals to find it guilty of unfair labor practice, it stated that:

Under the circumstances, therefore, there was no way for the Court of Appeals to make a ruling on the issues of unfair labor practice and damages, simply because there was nothing to support or justify such action. Although petitioner was afforded by the Secretary the opportunity to be heard and more, it simply chose to omit the said issues in the proceedings below.^[55]

We are persuaded.

The concept of "unfair labor practice" is defined by the Labor Code as:

ART. 247. CONCEPT OF UNFAIR LABOR PRACTICE AND PROCEDURE FOR PROSECUTION THEREOF. Unfair labor practices violate the constitutional right of workers and employees to self-organization, are inimical to the legitimate interests of both labor and management, including their right to bargain collectively and otherwise deal with each other in an atmosphere of freedom and mutual respect, disrupt industrial peace and hinder the promotion of healthy and stable labor-management relations.

x x x x.

The same code likewise provides the acts constituting unfair labor practices committed by employers, to wit:

ART. 248. UNFAIR LABOR PRACTICES OF EMPLOYERS. It shall be unlawful for an employer to commit any of the following unfair labor practices:

(a) To interfere with, restrain or coerce employees in the exercise of their right to self-organization;

(b) To require as a condition of employment that a person or an employee shall not join a labor organization or shall withdraw from one to which he belongs;

(c) To contract out services or functions being performed by union members when such will interfere with, restrain or coerce employees in the exercise of their right to self-organization;

(d) To initiate, dominate, assist or otherwise interfere with the formation or administration of any labor organization, including the giving of financial or other support to it or its organizers or supporters;

(e) To discriminate in regard to wages, hours of work, and other terms and conditions of employment in order to encourage or discourage membership in any labor organization. Nothing in this Code or in any other law shall stop the parties from requiring membership in a recognized collective bargaining agent as a condition for employment, except those employees who are already members of another union at the time of the signing of the collective bargaining agreement.

Employees of an appropriate collective bargaining unit who are not members of the recognized collective bargaining agent may be assessed a reasonable fee equivalent to the dues and other fees paid by members of the recognized collective bargaining agent, if such non-union members accept the benefits under the collective agreement. Provided, That the individual authorization required under Article 242, paragraph (o) of this Code shall not apply to the nonmembers of the recognized collective bargaining agent; [The article referred to is 241, not 242. CAA]

(f) To dismiss, discharge, or otherwise prejudice or discriminate against an employee for having given or being about to give testimony under this Code;

(g) To violate the duty to bargain collectively as prescribed by this Code;

(h) To pay negotiation or attorney's fees to the union or its officers or agents as part of the settlement of any issue in collective bargaining or any other dispute; or

(i) To violate a collective bargaining agreement.

The provisions of the preceding paragraph notwithstanding, only the officers and agents of corporations associations or partnerships who have actually participated, authorized or ratified unfair labor practices shall be held criminally liable. [Emphasis supplied.]

Herein, Nestlé is accused of violating its duty to bargain collectively when it purportedly imposed a pre-condition to its agreement to discuss and engage in collective bargaining negotiations with UFE-DFA-KMU.

A meticulous review of the record and pleadings of the cases at bar shows that, of the two notices of strike filed by UFE-DFA-KMU before the NCMB, it was only on the second that the ground of unfair labor practice was alleged. Worse, the 7 November 2001 Notice of Strike merely contained a general allegation that Nestlé committed unfair labor practice by bargaining in bad faith for supposedly "setting pre-condition in the ground rules (Retirement issue)."^[56] On the contrary, Nestlé, in its Position Paper, did not confine itself to the issue of the non-inclusion of the Retirement Plan but extensively discussed its stance on other economic matters pertaining to the CBA.

Basic is the principle that good faith is presumed and he who alleges bad faith has the duty to prove the same.^[57] By imputing bad faith unto the actuations of Nestlé, it was UFE-DFA-KMU, therefore, who had the burden of proof to present substantial evidence to support the allegation of unfair labor practice. A perusal of the allegations and arguments raised by UFE-DFA-KMU in the Memorandum (in G.R. Nos. 158930-31) will readily disclose that it failed to discharge said onus probandi as there is still a need for the presentation of evidence other than its bare contention of unfair labor practice in order to make certain the propriety or impropriety of the unfair labor practice charge hurled against Nestlé. Under Rule XIII, Sec. 4, Book V of the Implementing Rules of the Labor Code:

x x x. In cases of unfair labor practices, the notice of strike shall as far as practicable, state the acts complained of and the efforts to resolve the dispute amicably." [Emphasis supplied.]

Except for the assertion put forth by UFE-DFA-KMU, neither the second Notice of Strike nor the records of these cases substantiate a finding of unfair labor practice. It is not enough that the union believed that the employer committed acts of unfair labor practice when the circumstances clearly negate even a prima facie showing to warrant such a belief.^[58] In its letter^[59] to UFE-DFA-KMU of 29 May 2001, though Nestlé underscored its position that "unilateral grants, one-time company grants, company-initiated policies and programs, which include, but are not limited to the Retirement Plan, Incidental Straight Duty Pay and Calling Pay Premium, are by their very nature not proper subjects of CBA negotiations and therefore shall be excluded therefrom," such attitude is not tantamount to refusal to bargain. This is especially true when it is viewed in the light of the fact that eight out of nine bargaining units have allegedly agreed to treat the Retirement Plan as a unilateral grant. Nestlé, therefore, cannot be faulted for considering the same benefit as unilaterally granted. To be sure, it must be shown that Nestlé was motivated by ill will, "bad faith, or fraud, or was oppressive to labor, or done in a manner contrary to morals, good customs, or public policy, and, of course, that social humiliation, wounded feelings, or grave anxiety resulted x x x"^[60] in disclaiming unilateral grants as proper subjects in their collective bargaining negotiations.

There is no per se test of good faith in bargaining.^[61] Good faith or bad faith is an inference to be drawn from the facts,^[62] to be precise, the crucial question of whether or not a party has met his statutory duty to bargain in good faith typically turns on the facts of the individual case. Necessarily, a determination of the validity of the Nestlés proposition involves an appraisal of the exercise of its management prerogative.

Employers are accorded rights and privileges to assure their self-determination and independence and reasonable return of capital.^[63] This mass of privileges comprises the so-called management prerogatives.^[64] In this connection, the rule is that good faith is always presumed. As long as the company's exercise of the same is in good faith to advance its interest and not for purpose of defeating or circumventing the rights of employees under the law or a valid agreement, such exercise will be upheld.^[65]

Construing arguendo that the content of the aforequoted letter of 29 May 2001 laid down a pre-condition to its agreement to bargain with UFE-DFA-KMU, Nestlés inclusion in its Position Paper of its proposals affecting other matters covered by the CBA contradicts the claim of refusal to bargain or bargaining in bad faith. Accordingly, since UFE-DFA-KMU failed to proffer substantial evidence that would overcome the legal presumption of good faith on the part of Nestlé, the award of moral and exemplary damages is unavailing.

It must be remembered at all times that the Philippine Constitution, while inexorably committed towards the protection of the working class from exploitation and unfair treatment, nevertheless mandates the policy of social justice so as to strike a balance between an avowed predilection for labor, on the one hand, and the maintenance of the legal rights of capital, the proverbial hen that lays the golden egg, on the other. Indeed, we should not be unmindful of the legal norm that justice is in every case for the deserving, to be dispensed with in the light of established facts, the applicable law, and existing jurisprudence.^[66]

In sum, from the facts and evidence extant in the records of these consolidated petitions, this Court finds that 1) the Retirement Plan is still a valid issue for herein parties collective bargaining negotiations; 2) the Court of Appeals committed reversible error in limiting to the issue of the ground rules the scope of the power of the Secretary of Labor to assume jurisdiction over the subject labor dispute; and 3) Nestlé is not guilty of unfair labor practice. As no other issues are availing, this ponencia writes finis to the protracted labor dispute between Nestlé and UFE-DFA-KMU (Cabuyao Division).

WHEREFORE, in view of the foregoing, the Petition in G.R. No. 158930-31 seeking that Nestlé be declared to have committed unfair labor practice in allegedly setting a precondition to bargaining is DENIED. The Petition in G.R. No. 158944-45, however, is PARTLY GRANTED in that we REVERSE the ruling of the Court of Appeals in CA G.R. SP No. 69805 in so far as it ruled that the Secretary of the DOLE gravely abused her discretion in failing to confine her assumption of jurisdiction power over the ground rules of the CBA negotiations; but the ruling of the Court of Appeals on the inclusion of the Retirement Plan as a valid issue in the collective bargaining negotiations between UFE-DFA-KMU and Nestlé is AFFIRMED. The parties are directed to resume negotiations respecting the Retirement Plan and to take action consistent with the discussions hereinabove set forth. No costs.

SO ORDERED.

Panganiban, C.J., (Chairperson), Ynares-Santiago, Austria-Martinez and Callejo, Sr., JJ., concur.

---

^[1] Penned by Associate Justice B.A. Adefuin-De la Cruz, with Associate Justices Mercedes Gozo-Dadole and Mariano C. Del Castillo concurring; rollo (G.R. No. 158930-31, Vol. I), pp. 35-44, Annex "A" of the Petition; rollo (G.R. No. 158944-45), pp. 48-58, Annex "A" of the Petition.

^[2] Rollo (G.R. No. 158930-31, Vol. I), pp. 47-48, Annex "B" of the Petition; rollo (G.R. No. 158944-45), pp. 60-61, Annex "B" of the Petition.

^[3] Entitled "Union of Filipro Employees " Drug, Food and Allied Industries Unions Kilusang Mayo Uno (UFE-DFA-KMU) v. Hon. Patricia A. Sto. Tomas and Nestlé Philippines, Inc. (Cabuyao Plant)."

^[4] Entitled "Union of Filipro Employees-DFA-KMU v. Office of the DOLE Secretary and Nestlé Philippines, Inc."

^[5] Concerning employees at Nestlés Alabang and Cabuyao factories.

^[6] SC Resolution dated 29 March 2004; rollo (G.R. No. 158930-31, Vol. II), pp. 1247-1248.

^[7] Alabang and Cabuyao Divisions.

^[8] Annex "B" of the Petition; rollo (G.R. No. 158930-31, Vol. I), p. 281.

^[9] Annex "B" of the Petition (G.R. No. 158930-31, Vol. I); rollo, p. 281.

^[10] Annex "3" of the Comment to the Petition; rollo (G.R. No. 158930-31, Vol. II), p. 1316.

^[11] Annex "F-1" of the Petition; rollo (G.R. No. 158930-31, Vol. I), p. 460.

^[12] In a letter addressed to Atty. Jose Velasco, Director, National Conciliation and Mediation Board, Regional Office No. IV, Imus Cavite; Annex "F" of the Petition; rollo (G.R. No. 158944-45), p. 104.

^[13] Original records, Vol. IV, p. 1.

^[14] Id.

^[15] Original records, Vol. II, p. 146.

^[16] Of the 789 regular rank-and-file employees of Nestlé (Cabuyao Factory, Laguna), only 724 employees voted; the YES ballot garnered 708 votes, while only 13 employees decided against the plan to stage a strike; Records, Vol. II, p. 150.

^[17] Dated 23 November 2001; rollo (G.R. No. 158944-45) pp. 112-129.

^[18] Id. at pp. 130-135.

^[19] Dated 29 November 2001; Annex "L" of the Petition; rollo (G.R. No. 158944-45), pp. 136-182.

^[20] Denominated as Motion for Time.

^[21] Annex "F" of the Petition; rollo (G.R. No. 158930-31, Vol. I), pp. 317-321.

^[22] "x x x x

Accordingly, any strike or lockout is hereby enjoined. The parties are directed to cease and desist from committing any act that might lead to the further deterioration of the current labor relations situation.

x x x x"

^[23] Rollo (G.R. No. 158944-45), pp. 192-193.

^[24] Position Paper of Nestlé; Annex "O" of the Petition; rollo (G.R. No. 158944-45), pp. 194-310.

^[25] Annex "P" & "Q" of the Petition; rollo (G.R. No. 158944-45), pp. 311-336 and pp. 337-339.

^[26] Rollo (G.R. No. 158930-31, Vol. I), pp323-324.

^[27] Rollo (G.R. No. 158944-45), p. 428.

^[28] Id.

^[29] CA rollo (CA-G.R. SP No. 69805).

^[30] Annex "BB" of the Petition; rollo (G.R. No. 158944-45), pp. 508-520.

^[31] Annex "L" of the Petition; rollo (G.R. No. 158930-31, Vol. I), pp. 802-806.

^[32] Id. at p. 43.

^[33] Rollo (G.R. No. 158930-31, Vol. II), p. 1669.

^[34] Id. at p. 1735.

^[35] Rollo (G.R. No. 158930-31, Vol. I), pp. 42-43.

^[36] Annex "2" of Nestlés Comment in CA-G.R. SP No. 71540, pp. 614-619; Annex "E" of Nestlés Memorandum; rollo (G.R. No. 158944-45), pp. 1270-1275.

^[37] Rollo (G.R. No. 158944-45), p. 1235.

^[38] Respondent's Memorandum in G.R. No. 158944-45, p. 12; rollo (G.R. No. 158930-31, Vol. II), p. 1703.

^[39] Id.

^[40] Rollo (G.R. No. 158930-31, Vol. II), p. 1704.

^[41] G.R. No. 91231, 4 February 1991, 193 SCRA 504.

^[42] Id. at pp. 508-509.

^[43] Rollo (G.R. No. 158944-45), p. 1273.

^[44] Art. 100 of the Labor Code.

^[45] CA rollo (CA G.R.-SP No. 69805), p. 503.

^[46] Rollo (G.R. No. 158930-31, Vol. I), p. 41.

^[47] Rollo (G.R. No. 158930-31, Vol. II), p. 1699.

^[48] Rollo (G.R. No. 158930-31, Vol. I), pp. 333-334.

^[49] "we are still discussing ground rules and not yet on the CBA negotiations proper, a deadlock cannot be declared."

^[50] G.R. Nos. 92981-83, 9 January 1992, 205 SCRA 59.

^[51] Id. at pp. 65-66.

^[52] Petitioner's Memorandum, pp 10-11; rollo (G.R. No. 158930-31), pp. 1672-1673.

^[53] Id.

^[54] Id. at pp. 1671-1672.

^[55] Respondent's Memorandum, pp. 22-23; rollo (G.R. No. 158930-31, Vol. II), pp. 1627-1628.

^[56] Notice of Strike of 7 November 2001; Annex "C" of UFE-DFA-KMU Position Paper; Records, p. 146.

^[57] Chua v. Court of Appeals, 312 Phil. 405, 411 (1995).

^[58] Tiu v. National Labor Relations Commission, 343 Phil. 478,486-487 (1997).

^[59] "x x x [U]nilateral grants, one-time company grants, company-initiated policies and programs, which include, but are not limited to the Retirement Plan, Incidental Straight Duty Pay and Calling Pay Premium, are by their very nature not proper subjects of CBA negotiations and therefore shall be excluded therefrom."

^[60] San Miguel Corporation v. Del Rosario, G.R. Nos. 168194 & 168603, 13 December 2005, 477 SCRA 604, 619.

^[61] The Hongkong and Shanghai Banking Corporation Employees Union v. National Labor Relations Commission, 346 Phil. 524, 534 (1997).

^[62] Id.

^[63] Capitol Medical Center, Inc. v. Meris, G.R. No. 155098, 16 September 2005, 470 SCRA 125, 136.

^[64] Id.

^[65] Id.

^[66] Philippine National Oil Company-Energy Development Corporation (PNOC-EDC) v. Abella, G.R. 153904, 17 January 2005, 448 SCRA 549, 574.