Tabang v. National Labor Relations Commission
REITERATIONFacts
The Antecedents: Petitioner Purificacion Tabang was a founding member, member of the Board of Trustees, and corporate secretary of Pamana Golden Care Medical Center Foundation, Inc. (a non-stock corporation). On October 30, 1990, she was appointed Medical Director and Hospital Administrator. She claimed to receive a monthly retainer fee of P5,000.00, which allegedly stopped in November 1991. On May 1, 1993, she was informed that the Board of Trustees had passed a resolution relieving her of her positions as Medical Director and Hospital Administrator. Procedural History: On June 6, 1993, petitioner filed a complaint for illegal dismissal and non-payment of wages before the labor arbiter. The respondent corporation moved for dismissal, arguing that petitioner's position was interlinked with her Board membership, making it an intra-corporate controversy within the SEC's jurisdiction. The labor arbiter dismissed the complaint for lack of jurisdiction, ruling it fell under the SEC's purview per PD 902-A. The NLRC affirmed the dismissal, adding that the position of Medical Director and Hospital Administrator is akin to an executive position, thus an intra-corporate controversy. The Petition: Petitioner sought to annul the NLRC resolution affirming the dismissal of her complaint, arguing her position as Medical Director and Hospital Administrator was separate from her Board membership.
Issue(s)
Whether the dismissal of the petitioner from her position as Medical Director and Hospital Administrator constitutes an intra-corporate controversy falling under the jurisdiction of the Securities and Exchange Commission (SEC). Whether the monthly payments of P5,000.00 received by the petitioner constitute valid claims against the respondent corporation that would vest jurisdiction in the labor arbiter.
Ruling
The Supreme Court affirmed the resolution of the National Labor Relations Commission (NLRC), holding that the Securities and Exchange Commission (SEC) has exclusive jurisdiction over the case. The Court ruled that the dismissal of a corporate officer is an intra-corporate controversy. The dispositive portion states: "WHEREFORE, the questioned resolution of the NLRC is hereby AFFIRMED, without prejudice to petitioner's taking recourse to and seeking relief through the appropriate remedy in the proper forum."
Ratio Decidendi
On the jurisdiction over the dismissal of a corporate officer: The Court held that the dismissal of the petitioner from her positions as Medical Director and Hospital Administrator constitutes an intra-corporate controversy. This is because these positions are considered corporate offices, as indicated by the by-laws of the respondent corporation which grant the Board of Trustees the power to appoint a Medical Director and Administrator. Unlike ordinary employees, who are typically employed by managing officers and whose compensation is determined by them, corporate officers are appointed by the Board of Trustees or stockholders. Therefore, Section 5(c) of Presidential Decree No. 902-A, granting the SEC exclusive jurisdiction over controversies in the appointment of officers, applies. The Court emphasized that a corporate officer's dismissal is always a corporate act, and its nature is not altered by the reason or wisdom behind the Board's action. The Court cited Fortune Cement Corporation vs. NLRC to support the principle that a corporate officer's dismissal is an intra-corporate controversy. On the nature of the monthly payments: The Court found that the monthly payments of P5,000.00 received by the petitioner could not be considered compensation for her services as Medical Director and Hospital Administrator. The vouchers submitted showed these payments were made by PAMANA, Inc., a stock corporation distinct from the respondent Pamana Golden Care Medical Center Foundation, Inc. (a non-stock corporation). There was no evidence to establish that "Pamana Golden Care" mentioned in the vouchers referred to the respondent foundation. The Court noted that the petitioner was a retained physician of Pamana, Inc., and her complaint before the Regional Trial Court also sought professional or retainer fees for treating Pamana Golden Care cardholders. Thus, these payments were at most proof of retainer fees paid by Pamana, Inc. to the petitioner as a retained physician. Even if these payments were a valid claim against the respondent corporation, the Court reiterated that this would not remove the case from the SEC's jurisdiction, citing Cagayan de Oro Coliseum, Inc. vs. Office of the Minister of Labor and Employment and Dy, et al., vs. NLRC, et al., which held that remuneration issues involving officers are corporate controversies.
Main Doctrine
The dismissal of a corporate officer, regardless of the reason, constitutes an intra-corporate controversy falling under the exclusive jurisdiction of the Securities and Exchange Commission (SEC), not the labor arbiters or the National Labor Relations Commission (NLRC).