Gomez v. Philippine National Oil Company Development and Management Corporation
REITERATIONFacts
The Antecedents: Petitioner Gloria V. Gomez, formerly Manager of the Legal Department of Petron Corporation, was appointed Corporate Secretary and Legal Counsel of Filoil Refinery Corporation (Filoil) on May 1, 1994. When Filoil underwent reorganization and was renamed Filoil Development Management Corporation (FDMC), later respondent PNOC Development Management Corporation (PDMC), Gomez's task force was abolished, and she received a termination notice. However, she continued to serve as corporate secretary and was re-hired as administrator and legal counsel. Her term as administrator was extended beyond retirement age by the president. A new board of directors removed her as corporate secretary and questioned her continued employment as administrator, deeming the term extension an ultra vires act. Procedural History: Gomez filed a complaint for non-payment of wages, damages, and attorney's fees, later amended to include illegal dismissal. The Labor Arbiter dismissed the complaint, ruling it an intra-corporate dispute under SEC jurisdiction. The NLRC reversed this, remanding the case for further proceedings, holding Gomez was a regular employee. The Court of Appeals reversed the NLRC, finding Gomez a corporate officer whose complaint fell under RTC jurisdiction. Gomez then filed a petition for review on certiorari. The Petition: The core issue is whether petitioner Gomez, as administrator of PDMC, was an ordinary employee under NLRC jurisdiction or a corporate officer.
Issue(s)
Whether petitioner Gloria V. Gomez, in her capacity as administrator of respondent PDMC, was an ordinary employee whose complaint for illegal dismissal and non-payment of wages and benefits is within the jurisdiction of the NLRC. Whether the extension of petitioner Gomez's term as administrator beyond her retirement age was a valid act.
Ruling
The Court GRANTS the petition, REVERSES and SETS ASIDE the decision of the Court of Appeals, and REINSTATES the resolution of the National Labor Relations Commission’s Third Division, remanding the case to the arbitration branch for further proceedings.
Ratio Decidendi
On whether petitioner Gomez was an ordinary employee or a corporate officer: The Court held that ordinary company employees are generally employed not by action of the directors and stockholders but by the managing officer, with compensation determined by the latter. Corporate officers, conversely, are elected or appointed by the directors or stockholders and are given that character by the Corporation Code or by-laws. In this case, PDMC's president appointed Gomez as administrator, not its board of directors or stockholders, and the president determined her compensation. Furthermore, the administrator position was not among those listed as corporate officers in PDMC's by-laws. The Court noted that PDMC never treated Gomez as a corporate officer until the end of her service, consistently hiring and extending her term without board approval, and enrolling her in various employee benefits like SSS, Medicare, Pag-Ibig Fund, savings and provident plan, retirement plan, and group hospitalization insurance. These actions, along with regular performance appraisals, stock option plan participation, and tax withholdings, are strong indicia of an employer-employee relationship. The Court also invoked the principle of estoppel, stating that PDMC was estopped from claiming Gomez was a corporate officer given the consistent appearances of regular employment it created. The fact that she concurrently served as corporate secretary was deemed immaterial, as a corporation can hire an officer to perform services making them an employee, and one can have a dual role of officer and employee. On the validity of the term extension: While not explicitly ruled upon as a separate issue due to the primary determination of Gomez's employment status, the Court's finding that Gomez was a regular employee implies that the issue of her term extension as an administrator, if it were to be considered an ultra vires act by the former president, would fall under labor jurisdiction and not an intra-corporate dispute. The Court's reinstatement of the NLRC resolution, which found Gomez to be a regular employee, effectively validates the labor arbiter's jurisdiction over her claims, including those related to her employment terms and conditions.
Main Doctrine
The determination of whether an individual is a corporate officer or a regular employee hinges not solely on the nature of the services performed but on the incidents of the relationship, particularly whether the appointment and compensation were determined by the board of directors or by the managing officer, and whether the position is recognized by the by-laws. Estoppel may apply if the corporation consistently treated the individual as a regular employee.