G.R. No. 125931 . September 16, 1999.
UNION MOTORS CORPORATION, BENITO S. CUA, and CHARLOTTE C. CUA, petitioners, vs. THE NATIONAL LABOR RELATIONS COMMISSION and PRISCILLA D. GO, respondents.

FACTS

Petitioner Union Motors Corporation (UMC) hired private respondent Priscilla D. Go as its Administrative and Personnel Manager on June 17, 1981. On February 13, 1982, she was appointed Treasurer while concurrently serving as Administrative and Personnel Manager. In 1989, UMC’s Board of Directors effected a corporate revamp. Ms. Cua was appointed Vice-President/Treasurer, and Ms. Go was appointed Assistant to the President and Administrative and Personnel Manager by the Board. Ms. Go accepted the appointment on the condition she would report solely to UMC President Mr. Cua. However, on November 2, 1989, Mr. Cua issued a memorandum advising Ms. Go she would be under the direct supervision of Ms. Cua. On July 18, 1991, Ms. Cua issued a memorandum-reminder stating she was Ms. Go’s immediate superior. This prompted Ms. Go to write Mr. Cua regarding her intention to “withdraw” due to escalating tension. On July 19, 1991, Ms. Go stopped reporting for work, claiming she went on leave. On November 6, 1991, Mr. Cua wrote Ms. Go a letter advising her he was accepting her resignation. Ms. Go filed a complaint for illegal dismissal. The Labor Arbiter dismissed her complaint but awarded separation pay. On appeal, the NLRC reversed the Labor Arbiter, finding Ms. Go was illegally dismissed and ordering payment of separation pay and backwages. Petitioners moved for reconsideration, arguing for the first time before the NLRC that Ms. Go was a corporate officer and thus the dispute was intra-corporate and within the exclusive jurisdiction of the Securities and Exchange Commission (SEC). The NLRC denied the motion.

ISSUE

Whether the National Labor Relations Commission has jurisdiction over the complaint for illegal dismissal, or whether the case involves an intra-corporate dispute over the removal of a corporate officer falling under the exclusive jurisdiction of the Securities and Exchange Commission.

RULING

The Supreme Court ruled that the NLRC had no jurisdiction over the case. The Court found that private respondent Priscilla D. Go was a corporate officer, not a mere employee. Her position as “Assistant to the President” was created by the UMC Board of Directors through a formal resolution, and she was appointed to that position by the Board. Under Section 25 of the Corporation Code, corporate officers are those appointed or elected by the board of directors or shareholders, as provided by law, the articles of incorporation, or the by-laws. The Court held that the controversy involved her removal from that corporate office, which constitutes an intra-corporate dispute over the election or appointment of officers. Pursuant to Section 5 of Presidential Decree No. 902-A, such controversies are within the original and exclusive jurisdiction of the SEC. The Court emphasized that the nature of the controversy is determined by the allegations in the complaint and the relationship between the parties. Since the issue pertained to her removal from a corporate office, the Labor Arbiter and the NLRC had no jurisdiction. The NLRC’s decision was reversed and set aside for having been rendered without jurisdiction.