PETITIONER Dr. Mary Jean Loreche-Amit started working with respondent Cagayan De Oro Medical Center Inc. (CDMC) sometime in May 1996, when she was engaged by the late Dr. Jose Gaerlan as associate pathologist in the Department of Laboratories. Upon the demise of Dr. Gaerlan, CDMC’s board of directors formally appointed her as chief pathologist for five years or until May 15, 2011.
On June 13, 2007, CDMC’s board of directors passed a resolution recalling petitioner’s appointment. Petitioner was prompted to file a complaint for illegal dismissal.
The Labor Arbiter dismissed her complaint for lack of jurisdiction finding that she is a corporate officer of CDMC because of her appointment by the board of directors through a resolution. Thus, jurisdiction is lodged with the Regional Trial Court under Section 5.2 of Republic Act 8799 (The Securities Regulation Code of the Philippines).
Petitioner appealed to the National Labor Relations Commission (NLRC) arguing that she is not a corporate officer because her position as pathologist is not among those included in the by-laws of CDMC. The NLRC, however, affirmed the decision of the labor arbiter. The Court of Appeals in turn affirmed the decision of the NLRC.
Did the CA err?
Ruling: Yes.
To be considered as a corporate officer, the designation must be either provided by the Corporation Code or the by-laws of the corporation, to wit:
Corporate officers are given such character either by the Corporation Code or by the corporation’s by-laws. Under Section 25 of the Corporation Code, the corporate officers are the president, secretary, treasurer and such other officers as may be provided in the by-laws. Other officers are sometimes created by the charter or by-laws of a corporation, or the board of directors may be empowered under the by-laws of a corporation to create additional offices as may be necessary. (WPP Marketing Communications Inc. v. Galera, 630 Phil 410, 425 (2010).
In this case, nowhere in the records could the by-laws of CDMC be found. An appointment through the issuance of a resolution by the board of directors does not make the appointee a corporate officer. It is necessary that the position is provided in the Corporation Code or in the by-laws. In the absence of the by-laws of CDMC, there is no reason to conclude that petitioner, as pathologist, is considered as a corporate officer.
In the cases of WPP Marketing Communications Inc. v. Galera and Marc II Marketing Inc. v. Jason, this Court declared that respondents are not corporate officers because neither the Corporation Code nor the by-laws of the respective corporations provided so. In the latter case, this Court treated as employee the respondent whose position was not expressly mentioned in the Corporation Code or the by-laws.
Thus, the RTC does not have jurisdiction over the case as there was no intra-corporate controversy, the latter being operative in vesting jurisdiction upon Regional Trial Courts over all controversies in the election or appointment of directors, trustees, officers or managers of corporations, partnerships or associations. (Dr. Mary Jean Loreche-Amit vs. Cagayan De Oro Medical Center Inc. (CDMC), et al. G.R. 216635, June 3, 2019).