GR 109642 43; (January, 1995) (Digest)
G.R. Nos. 109642-43. January 5, 1995. Leslie W. Espino, petitioner, vs. Hon. National Labor Relations Commission and Philippine Air Lines, respondents.
FACTS
Petitioner Leslie W. Espino was the Executive Vice President-Chief Operating Officer (EVP-COO) of Philippine Airlines (PAL), elected to the position by the Board of Directors. Following an investigation by panels created by then President Corazon C. Aquino into several administrative cases (Goldair, Robelle, Kasbah/La Primavera, and Middle East) alleging acts prejudicial to PAL, the Board of Directors passed resolutions terminating Espino’s services for loss of confidence. Consequently, Espino filed a complaint for illegal dismissal with the National Labor Relations Commission (NLRC), seeking reinstatement, backwages, and damages.
PAL contested the NLRC’s jurisdiction, arguing that the dismissal of a corporate officer is an intra-corporate dispute falling under the exclusive original jurisdiction of the Securities and Exchange Commission (SEC). The Labor Arbiter ruled in favor of Espino, ordering his reinstatement with full backwages and awarding substantial damages. PAL appealed to the NLRC, which reversed the Labor Arbiter and dismissed the complaint for lack of jurisdiction.
ISSUE
Whether the NLRC has jurisdiction over a complaint for illegal dismissal filed by a corporate officer elected by the Board of Directors.
RULING
The Supreme Court ruled that the NLRC has no jurisdiction. The legal logic hinges on the distinction between a corporate officer and an ordinary employee. A corporate officer is one who is elected or appointed by the corporation’s Board of Directors or shareholders, as defined by the corporation’s by-laws or the Corporation Code. Espino, as EVP-COO, was elected by PAL’s Board of Directors pursuant to the company’s Amended By-Laws. His dismissal, effected through Board resolutions, therefore involved a corporate act.
Consequently, the controversy regarding the removal of a corporate officer is an intra-corporate dispute. Under Presidential Decree No. 902-A, as amended, the SEC possessed original and exclusive jurisdiction over such disputes at the time. The Court emphasized that jurisdiction is conferred by law and cannot be waived or conferred by the parties’ acquiescence. Since the NLRC never acquired jurisdiction over the subject matter, its assumption thereof, including the Labor Arbiter’s decision, was null and void. The proper recourse for Espino was to seek relief before the SEC. The petition was dismissed, affirming the NLRC’s resolution.