The National Labor Relations Commission (NLRC) has upheld the validity and enforceability of a settlement agreement reinstating Maria Kristine Mandigma as chief executive officer of Vibal Group, Inc., rejecting efforts by majority shareholders to void the deal on grounds of alleged lack of authority.
In an April 6 decision, the NLRC Fifth Division denied the appeal of Vibal Group, Inc. and affirmed the January 29 ruling of Labor Arbiter Raul Luna, which approved the compromise agreement between Mandigma and Gaspar “Gus” Vibal, then chairman and president of the company when the settlement was signed on September 9, 2025.
The agreement, reached during a mandatory mediation conference before the labor arbiter, requires the company to reinstate Mandigma to her former post and pay P1 million in backwages within 30 days.
Gus Vibal said the ruling affirmed his position that the settlement was valid corporate action.
“I signed that agreement as the chairman and the president of this company,” he said. “I was impleaded in the case, I appeared before the labor arbiter. The NLRC has now confirmed what was clear from the start — I had the authority, and the agreement stands.”
Mandigma, in her reaction, said the case went beyond personal claims.
“The ruling was never about me; this was always about the company,” she said.
“Vibal has served Filipino students for 73 years. The only thing I have ever wanted is to go back and do my job and ensure accountability for what happened.”
Doctrine of apparent authority
In its ruling, the NLRC applied the doctrine of apparent authority, which binds a corporation to acts of an officer who appears to have authority to act on its behalf, where third parties rely on such representation in good faith.
The Commission noted that at the time the agreement was executed, Gus Vibal was the duly installed chairman and president, was impleaded in the labor case, participated in the proceedings, and personally signed the settlement before the labor arbiter.
It further held that his subsequent removal from office occurred only after the agreement had already been executed, a factor it considered significant in assessing validity.
The decision stated that “nothing on record indicates that the corporation had previously restricted or publicly repudiated Gaspar’s authority as president to handle and settle labor disputes,” adding that his position and conduct “reasonably led complainant to believe that he possessed the authority to bind the corporation.”
Majority shareholders’ arguments rejected
The majority shareholders — sisters Nila Vibal Mata, Aida Vibal Gutierrez, and Stella Vibal Lawson — argued that the compromise agreement was void because Gus Vibal allegedly acted without board authorization, citing the company by-laws requiring express board approval for such contracts.
The NLRC rejected this contention, warning that allowing corporations to disown settlements based on undisclosed internal restrictions “would sanction a practice whereby corporations may conveniently evade obligations” when dealing parties acted in good faith.
It stressed that internal corporate disputes cannot be used to defeat the rights of employees who rely on representations made during official proceedings.
“Such internal issues cannot be invoked to defeat or impair the rights of an employee who, in the course of official proceedings, dealt in good faith with the corporation’s officer,” the ruling read.
Other rulings
The Commission also denied the corporation’s request for a temporary restraining order, finding no clear and unmistakable right to justify injunctive relief.
It likewise ruled that an appeal bond was unnecessary, as the case did not involve a monetary award but focused solely on the validity of the compromise agreement.
The April 6 ruling marks the second NLRC decision in Mandigma’s favor in the dispute.
A prior order had already directed her reinstatement, which was enforced by the Department of Labor and Employment through a sheriff-executed implementation in March 2026, although it was resisted by majority shareholders.