MATLING INDUSTRIAL AND COMMERCIAL CORPORATION, RICHARD K. SPENCER, CATHERINE SPENCER, AND ALEX MANCILLA, petitioners , vs.RICARDO R.

COROS, respondent. ( ! O"to#er $% %& '. (ers)*in ER: Coros, Matling Corps VP for Finance and Administration, filed a complaint for illegal dismissal in the NLRC. Matling mo ed to dismiss the case as !"risdiction sho"ld ha e #een $ith the %EC. &he La#or Ar#iter dismissed the case #"t on appeal to the NLRC, the latter re ersed the LAs r"ling. Matling then appealed to the CA #"t the NLRCs decision $as "pheld. 'ence this petition. Coros position as to $hether he $as a corporate officer or not $as needed to #e determined first #efore the Co"rt co"ld identif( $hether the NLRC or the %EC had !"risdiction. &he Co"rt held that Coros $as a reg"lar emplo(ee. Conforma#l( $ith %ection )*, a position m"st #e e+pressl( mentioned in the ,(-La$s in order to #e considered as a corporate office. +,oe-er )re t,e "orpor)te o..i"ers en/*er)ted in t,e #012)3s )re t,e e4"2/si-e O..i"ers o. t,e "orpor)tion )nd t,e (o)rd ,)s no po3er to "re)te ot,er O..i"es 3it,o/t )*endin5 .irst t,e "orpor)te (012)3s. However, the ,oard ma( create appointi e positions other than the positions of corporate .fficers, #"t the persons occ"p(ing s"ch positions are not considered as corporate officers $ithin the meaning of %ection )* of the Corporation Code and are not empo$ered to e+ercise the f"nctions of the corporate .fficers, e+cept those f"nctions la$f"ll( delegated to them. &heir f"nctions and d"ties are to #e determined #( the ,oard of /irectors0&r"stees. &h"s, the creation of an office p"rs"ant to or "nder a ,(-La$ ena#ling pro ision is not eno"gh to ma1e a position a corporate officer. Moreo er, Coros 3)s )ppointed -i"e president .or n)tion3ide e4p)nsion #0 M)2on6o, M)t2in57s 5ener)2 *)n)5er, not #0 t,e #o)rd o. dire"tors. It 3)s )2so M)2on6o 3,o deter*ined t,e "o*pens)tion p)"8)5e o. Coros. &h"s, Coros $as !"st a reg"lar emplo(ee $ith an ordinar( office. 'is complaint for illegal dismissal is cogni2a#le #( the NLRC.

Facts: Coros $as the VP for Finance and Administration of Matling 3nd"strial Corp 4Matling5. 'e filed a complaint for illegal s"spension and illegal dismissal against Matling and some of its corporate officers 4also petitioners in this case5 in the NLRC, %"#-Regional Ar#itration ,ranch 633, 3ligan Cit( Matling mo ed to dismiss the complaint alleging that the %EC had !"risdiction o er the case since this $as an intra-corporate contro ers( and Coros $as not onl( the VP for Finance and Admin #"t also a mem#er of the ,oard of /irectors Coros insisted that o 'is stat"s as a mem#er of Matlings ,oard of /irectors $as do"#tf"l, considering that he had not #een formall( elected as s"ch7 o that he did not o$n a single share of stoc1 in Matling, considering that he had #een made to sign in #lan1 an "ndated indorsement of the certificate of stoc1 he had #een gi en in 899)7 o that Matling had ta1en #ac1 and retained the certificate of stoc1 in its c"stod(7 and o that e en ass"ming that he had #een a /irector of Matling, he had #een remo ed as the Vice President for Finance and Administration,

not as a /irector, a fact that the notice of his termination dated April 8:, )::: sho$ed. &he LA dismissed the complaint, as it ie$ed that the %EC had !"risdiction o er the case. .n appeal to the NLRC, the decision of the LA $as re ersed, e+plaining that the complaint for illegal dismissal $as properl( cogni2a#le #( the LA, not #( the %EC, #eca"se he $as not a corporate officer #( irt"e of his position in Matling, al#eit high ran1ing and managerial, not #eing among the positions listed in Matlings Constit"tion and ,(-La$s Matling mo ed for reconsideration, sho$ing its Amended Articles of 3ncorporation and ,(-La$s to pro e that the President of Matling $as there#( granted ;f"ll po$er to create ne$ offices and appoint the officers thereto, and the minutes of special meeting #( Matlings ,oard of /irectors to pro e that the respondent $as, indeed, a Mem#er of the ,oard of /irectors NLRC denied the MR. Matling appealed to the CA. CA dismissed, reasoning that for a position to #e considered as a corporate office, or, for that matter, for one to #e considered as a corporate officer, the position m"st, if not listed in the #(-la$s, ha e #een created #( the corporations #oard of directors, and the occ"pant thereof appointed or elected #( the same #oard of directors or stoc1holders. o (IMPORTANT& &he position of ice-president for administration and finance, $hich Coros "sed to hold in the corporation, $as not created #( the corporations #oard of directors #"t onl( #( its president or e+ec"ti e ice-president p"rs"ant to the #(-la$s of the corporation. Moreo er, Coros appointment to said position $as not made thro"gh an( act of the #oard of directors or stoc1holders of the corporation. Conse<"entl(, the position to $hich Coros $as appointed and later on remo ed from, is not a corporate office despite its nomenclat"re, #"t an ordinar( office in the corporation

3ss"e: =.N Coros $as a corporate officer> %o as to determine $hether LA or R&C 4acting as special commercial co"rt5 has !"risdiction o er the case. NO, Coros was not a corp officer. NLRC has jurisdiction. 'eld: Petition denied. Ratio: As a r"le, the illegal dismissal of an officer or other emplo(ee of a pri ate emplo(er is properl( cogni2a#le #( the LA. &his is p"rs"ant to Article )8? 4a5 ) of the Labor Code,as amended, $hich pro ides as follo$s:

Jurisdiction of the Labor rbiters and the Commission. @4a5AE4"ept )s ot,er3ise pro-ided /nder t,is Code, t,e L)#or Ar#iters s,)22 ,)-e ori5in)2 )nd e4"2/si-e 9/risdi"tion to ,e)r )nd de"ide, $ithin thirt( 4B:5 calendar da(s after the s"#mission of the case #( the parties for decision $itho"t e+tension, e en in the a#sence of stenographic notes, t,e .o22o3in5 ")ses in-o2-in5 )22 3or8ers, 3,et,er )5ri"/2t/r)2 or non1)5ri"/2t/r)2: 8.ACnfair la#or practice cases7 ).ATer*in)tion disp/tes7 B. A3f accompanied $ith a claim for reinstatement, those cases that $or1ers ma( file in ol ing $ages, rates of pa(, ho"rs of $or1 and other terms and conditions of emplo(ment7 D.AC2)i*s .or )"t/)2, *or)2, e4e*p2)r0 )nd ot,er .or*s o. d)*)5es )risin5 .ro* t,e e*p2o0er1e*p2o0ee re2)tions; *. ACases arising from an( iolation of Article )ED of this Code, incl"ding <"estions in ol ing the legalit( of stri1es and loc1o"ts7 and E. AE+cept claims for Emplo(ees Compensation, %ocial %ec"rit(, Medicare and

maternit( #enefits, all other claims arising from emplo(er-emplo(ee relations, incl"ding those of persons in domestic or ho"sehold ser ice, in ol ing an amo"nt e+ceeding fi e tho"sand pesos 4P*,:::.::5 regardless of $hether accompanied $ith a claim for reinstatement. 4#5AT,e Co**ission s,)22 ,)-e e4"2/si-e )ppe22)te 9/risdi"tion o-er )22 ")ses de"ided #0 L)#or Ar#iters. 4c5 ACases arising from the interpretation or implementation of collecti e #argaining agreements and those arising from the interpretation or enforcement of compan( personnel policies shall #e disposed of #( the La#or Ar#iter #( referring the same to the grie ance machiner( and ol"ntar( ar#itration as ma( #e pro ided in said agreements. 4As amended #( %ection 9, Rep"#lic Act No. E?8*, March )8, 89F95.G

=here the complaint for illegal dismissal concerns a corporate officer, ho$e er, the contro ers( falls "nder the !"risdiction of the %ec"rities and E+change Commission 4%EC5, #eca"se the contro ers( arises o"t of intracorporate or partnership relations #et$een and among stoc1holders, mem#ers, or associates, or #et$een an( or all of them and the corporation, partnership, or association of $hich the( are stoc1holders, mem#ers, or associates, respecti el(7 and #et$een s"ch corporation, partnership, or association and the %tate insofar as the contro ers( concerns their indi id"al franchise or right to e+ist as s"ch entit(7 or #eca"se the contro ers( in ol es the election or appointment of a director, tr"stee, officer, or manager of s"ch corporation, partnership, or association. %"ch contro ers(, among others, is 1no$n as an intra-corporate disp"te. RA F?99 then transferred %ECs !"risdiction to the R&Cs, pro ided: o T,e Co**ission s,)22 ret)in 9/risdi"tion o-er pendin5 ")ses in-o2-in5 intr)1"orpor)te disp/tes s/#*itted .or .in)2 reso2/tion 3,i", s,o/2d #e reso2-ed 3it,in one ( & 0e)r .ro* t,e en)"t*ent o. t,is Code o %ince the complaint for illegal dismissal $as filed on A"g 8:, )::: and the effecti it( of the transfer of !"risdiction from %EC to R&C $as on A"g F, ):::, sho"ld Coros t"rn o"t to #e a corporate officer, the case $o"ld #e "nder %EC Conforma#l( $ith %ection )*8 of the Corporation Code, a position m"st #e e+pressl( mentioned in the ,(-La$s in order to #e considered as a corporate office. &h"s, the creation of an office p"rs"ant to or "nder a ,(-La$ ena#ling pro ision is not eno"gh to ma1e a position a corporate office. ;An ;officeG is created #( the charter of the corporation and the officer is elected #( the directors or stoc1holders. .n the other hand, an emplo(ee occ"pies no office and generall( is emplo(ed not #( the action of the directors or stoc1holders #"t #( the managing officer of the corporation $ho also determines the compensation to #e paid to s"ch emplo(ee. In t,is ")se, Coros 3)s )ppointed -i"e president .or n)tion3ide e4p)nsion #0 M)2on6o, M)t2in57s 5ener)2 *)n)5er, not #0 t,e #o)rd o. dire"tors. It 3)s )2so M)2on6o 3,o deter*ined t,e "o*pens)tion p)"8)5e o. respondent. T,/s, respondent 3)s an employee, not a corporate officer. &he CA $as therefore correct in r"ling that !"risdiction o er the case $as properl( $ith the NLRC, not the %EC 4no$ the R&C5.G &his interpretation is the correct application of %ection )* of the Corporation Code, $hich plainl( states that the corporate officers are the President,

%ectionH)*.ACorporate officers, !uorum.@3mmediatel( after their election, the directors of a corporation m"st formall( organi2e #( the election of a president, $ho shall #e a director, a treas"rer $ho ma( or ma( not #e a director, a secretar( $ho shall #e a resident and citi2en of the Philippines, )nd s/", ot,er o..i"ers )s *)0 #e pro-ided .or in t,e #012)3s. An( t$o 4)5 or more positions ma( #e held conc"rrentl( #( the same person, e+cept that no one shall act as president and secretar( or as president and treas"rer at the same time.

%ecretar(, &reas"rer and s"ch other officers as ma( #e pro ided for in the ,(La$s. Accordingl(, the corporate officers in the conte+t of P/ No. 9:)-A are e+cl"si el( those $ho are gi en that character either #( the Corporation Code or #( the corporations ,(-La$s. According to the %EC, %ec )* of the Corp Code can also #e interpreted as: o 3,oe-er )re t,e "orpor)te o..i"ers en/*er)ted in t,e #012)3s )re t,e e4"2/si-e O..i"ers o. t,e "orpor)tion )nd t,e (o)rd ,)s no po3er to "re)te ot,er O..i"es 3it,o/t )*endin5 .irst t,e "orpor)te (012)3s. o Ho3e-er, t,e (o)rd *)0 "re)te )ppointi-e positions ot,er t,)n t,e positions o. "orpor)te O..i"ers, #/t t,e persons o""/p0in5 s/", positions )re not "onsidered )s "orpor)te o..i"ers 3it,in t,e *e)nin5 o. Se"tion $< o. t,e Corpor)tion Code )nd )re not e*po3ered to e4er"ise t,e ./n"tions o. t,e "orpor)te O..i"ers, e4"ept t,ose ./n"tions 2)3./220 de2e5)ted to t,e*. T,eir ./n"tions )nd d/ties )re to #e deter*ined #0 t,e (o)rd o. Dire"tors=Tr/stees.G &he ,oard of /irectors of Matling co"ld not alidl( delegate the po$er to create a corporate office to the President, in light of %ection )* of the Corp Code re<"iring the ,oard of /irectors itself to elect the corporate officers. Veril(, the po$er to elect the corporate officers $as a discretionar( po$er that the la$ e+cl"si el( ested in the ,oard of /irectors, and co"ld not #e delegated to s"#ordinate officers or agents. )) &he office of Vice President for Finance and Administration created #( Matlings President p"rs"ant to ,(-La$ No. V $as an ordinar(, not a corporate, office. &he cases of &a#ang and Matling sho"ld no longer #e controlling $herein #oth cases e+pressed that offices not e+pressl( mentioned in the ,(-La$s #"t $ere created p"rs"ant to a ,(-La$ ena#ling pro ision $ere also considered corporate offices, as this $as plainl( obiter dictum d"e to the position s"#!ect of the contro ers( #eing mentioned in the ,(-La$s. &h"s, the Co"rt held that the position $as a corporate office, and that the determination of the rights and lia#ilities arising from the o"ster from the position $as an intra-corporate contro ers( $ithin the %ECs !"risdiction. E en if the Coros $as a director and at the same time a stoc1holder, he cannot #e considered a corporate officer. Not e er( conflict #et$een a corporation and its stoc1holders in ol es corporate matters that onl( the %EC can resol e in the e+ercise of its ad!"dicator( or <"asi-!"dicial po$ers. o Coros $as not appointed as Vice President for Finance and Administration #eca"se of his #eing a stoc1holder or /irector of Matling. 'e had started $or1ing for Matling on %eptem#er F, 89EE, and had #een emplo(ed contin"o"sl( for BB (ears "ntil his termination on April 8?, ):::, first as a #oo11eeper, and his clim# in 89F? to his last position as Vice President for Finance and Administration had #een grad"al #"t stead(. o E en tho"gh he might ha e #ecome a stoc1holder of Matling in 899), his promotion to the position of Vice President for Finance and Administration in 89F? $as #( irt"e of the length of <"alit( ser ice he had rendered as an emplo(ee of Matling. 'is s"#se<"ent ac<"isition of the stat"s of /irector0stoc1holder had no relation to his promotion. ,esides, his stat"s of /irector0stoc1holder $as "naffected #( his dismissal from emplo(ment as Vice President for Finance and Administration.