G.R. No. 174044 ; November 27, 2009
Gloria V. Gomez, Petitioner, vs. PNOC Development and Management Corporation (PDMC), Respondent.

FACTS

Petitioner Gloria V. Gomez was appointed Administrator and Legal Counsel of respondent PDMC (then Filoil) by its President on September 23, 1996, after previously serving on a task force. Her appointment and the subsequent extension of her term beyond the normal retirement age in 1998 were executed by the company President pursuant to an internal Approvals Manual. In 1999, a new PDMC Board of Directors questioned her continued employment. The Board’s legal department opined that the President’s extension of her term was ultra vires, as the position was functionally equivalent to a vice-president or general manager requiring Board approval under the by-laws. The Board subsequently terminated her services retroactively.
Gomez filed a complaint for illegal dismissal and monetary claims with the Labor Arbiter. The Labor Arbiter dismissed the case for lack of jurisdiction, ruling she was a corporate officer. The NLRC reversed, holding she was a regular employee. The Court of Appeals reinstated the Labor Arbiter’s position, ruling her appointment as Administrator, requiring Board approval, made her a corporate officer, placing the dispute under the jurisdiction of the Regional Trial Court.

ISSUE

Whether petitioner Gomez, in her capacity as Administrator, was a corporate officer or a regular employee, which determines the proper forum for her illegal dismissal complaint.

RULING

The Supreme Court ruled that Gomez was a regular employee, and the Labor Arbiter had jurisdiction over her complaint. The legal logic hinges on the distinction between corporate officers and regular employees. Corporate officers are those specifically enumerated in the Corporation Code or the corporation’s by-laws, or are appointed/elected by the Board of Directors or stockholders. Regular employees are hired by the managing officers of the corporation.
Examining PDMC’s by-laws, the position of “Administrator” was not listed as a corporate office. Her appointment and the extension of her term were unilateral acts of the company President, not the Board of Directors. The President also determined her compensation. The Court emphasized that the President’s authority to appoint her and extend her term, derived from the company’s internal Approvals Manual, did not transform the position into a corporate office. The Board’s subsequent ratification or disapproval of the President’s acts pertained to the validity of her employment but did not alter the fundamental nature of her appointment as a managerial employee. Consequently, her dismissal constituted a labor dispute over which the NLRC properly exercised jurisdiction.