G.R. No. 121143 January 21, 1997
Purificacion G. Tabang, petitioner, vs. National Labor Relations Commission and Pamana Golden Care Medical Center Foundation, Inc., respondents.

FACTS

Petitioner Purificacion Tabang was a founding member, a member of the Board of Trustees, and the corporate secretary of respondent Pamana Golden Care Medical Center Foundation, Inc., a non-stock corporation. On October 30, 1990, the Board of Trustees issued a memorandum appointing her as Medical Director and Hospital Administrator of its medical center in Calamba, Laguna. She claims she received a monthly retainer fee for this role until payments stopped in November 1991. On May 1, 1993, she was informed that the Board had passed a resolution relieving her of these positions.
Tabang filed a complaint for illegal dismissal and monetary claims before the Labor Arbiter. Respondent corporation moved to dismiss for lack of jurisdiction, arguing her dismissal was an intra-corporate controversy falling under the exclusive jurisdiction of the Securities and Exchange Commission (SEC). Tabang opposed, contending she filed the complaint in her capacity as an employee, separate from her corporate trustee role.

ISSUE

Whether the Labor Arbiter and the NLRC have jurisdiction over Tabang’s complaint for illegal dismissal, or if it is an intra-corporate controversy under the jurisdiction of the SEC.

RULING

The Supreme Court ruled that the SEC has exclusive jurisdiction. The legal logic hinges on the distinction between a corporate officer and a mere employee. An office is created by the charter or by-laws of the corporation, and the officer is elected or appointed by the directors or stockholders. An employee is generally hired by a managing officer.
Here, Tabang was appointed Medical Director and Hospital Administrator by the Board of Trustees via a corporate memorandum. Section 2(i) of the corporation’s by-laws explicitly grants the Board the power to appoint a Medical Director and Administrator, thereby making these positions corporate offices. Consequently, her appointment and subsequent removal were corporate acts. Controversies involving the appointment or removal of corporate officers are intra-corporate disputes under Section 5(c) of Presidential Decree No. 902-A, then within the exclusive original jurisdiction of the SEC.
The Court found that her roles were interlinked with her corporate position, noting the appointment memorandum referenced upholding the foundation’s mission. Claims for unpaid remuneration, being part of the perquisites of her corporate office, did not convert the dispute into a simple labor matter. Thus, the NLRC correctly affirmed the dismissal of the complaint for lack of jurisdiction, without prejudice to seeking relief in the proper forum.