GR 174941; (February, 2012) (Digest)
G.R. No. 174941 , February 1, 2012
ANTONIO P. SALENGA and NATIONAL LABOR RELATIONS COMMISSION, Petitioners, vs. COURT OF APPEALS and CLARK DEVELOPMENT CORPORATION, Respondents.
FACTS
Petitioner Antonio Salenga, holding the position of Head Executive Assistant at Clark Development Corporation (CDC), was informed on September 22, 1998, that his position was declared redundant pursuant to a board resolution. His employment was to be terminated thirty days from notice. Salenga filed a complaint for illegal dismissal. CDC, through the Office of the Government Corporate Counsel (OGCC), contested the jurisdiction of the National Labor Relations Commission (NLRC), arguing Salenga was a corporate officer and his dismissal was an intra-corporate dispute.
The Labor Arbiter ruled in Salenga’s favor, finding him a regular managerial employee, not a corporate officer, and declaring his dismissal illegal for lack of valid cause and due process. The NLRC affirmed this decision. CDC, under new President Sergio Naguiat, initially decided not to appeal. However, an appeal was subsequently filed with the NLRC by CDC’s Executive Vice President, Hilana Timbol-Roman, and an OGCC lawyer, purportedly on CDC’s behalf but allegedly without Naguiat’s authorization. The NLRC dismissed CDC’s appeal for lack of merit. The Court of Appeals reversed the NLRC, dismissing Salenga’s complaint and ordering him to restitute received monetary awards.
ISSUE
The core issue is whether the appeal filed before the NLRC by CDC’s officers and the OGCC, allegedly without proper authorization from the corporation’s president, was valid and conferred jurisdiction on the NLRC to review the Labor Arbiter’s decision.
RULING
The Supreme Court ruled that the appeal was valid and the NLRC properly acquired jurisdiction. The legal logic rests on the doctrine of apparent authority and the nature of the OGCC’s statutory mandate. The OGCC is the statutory counsel for government-owned and controlled corporations like CDC. Its appearance and actions in filing the appeal are presumed to be authorized and in the regular course of its official duties. The Court emphasized that the authority of the OGCC is derived from law, not merely from a specific board resolution.
Furthermore, the appeal was verified by CDC’s Executive Vice President, a high-ranking corporate officer whose acts, under the doctrine of apparent authority, bind the corporation when dealing with third parties. The subsequent affidavit of President Naguiat, claiming lack of authorization, cannot retroactively invalidate an act already undertaken by another officer ostensibly acting within her scope of authority. The Court held that internal corporate disputes regarding authority do not affect the validity of actions taken as far as external parties and judicial bodies are concerned. Therefore, the NLRC correctly exercised its appellate jurisdiction over the timely and properly filed appeal.