GR 79762; (January, 1991) (Digest)
G.R. No. 79762 ; January 24, 1991
Fortune Cement Corporation, petitioner, vs. National Labor Relations Commission (First Division) and Antonio M. Lagdameo, respondents.
FACTS
Private respondent Antonio M. Lagdameo, a registered stockholder of petitioner Fortune Cement Corporation (FCC), was elected as its Executive Vice-President by the Board of Directors in 1975. In 1983, the Board passed a resolution dismissing Lagdameo from his corporate office for loss of trust and confidence. Consequently, Lagdameo filed a complaint for illegal dismissal with the National Labor Relations Commission (NLRC), alleging dismissal without due process.
The Labor Arbiter dismissed the complaint for lack of jurisdiction, ruling it was an intra-corporate dispute falling under the exclusive jurisdiction of the Securities and Exchange Commission (SEC). On appeal, the NLRC reversed the Arbiter’s order, holding that a labor dispute existed over terms of employment and thus fell within its jurisdiction. FCC filed this petition for certiorari to annul the NLRC resolution.
ISSUE
Whether the NLRC has jurisdiction over a complaint for illegal dismissal filed by a corporate officer, specifically an Executive Vice-President, whose removal was effected by a resolution of the Board of Directors.
RULING
The Supreme Court granted the petition, reversing the NLRC and reinstating the Labor Arbiter’s dismissal order. The Court held that the controversy is an intra-corporate dispute under the exclusive original jurisdiction of the SEC, not the NLRC. The legal logic is anchored on the nature of Lagdameo’s position and the source of his dismissal.
Lagdameo was not an ordinary employee but a corporate officer, having been elected Executive Vice-President by the FCC Board. His removal via a Board resolution is inherently a corporate act concerning the relationship between a stockholder-officer and the corporation. Presidential Decree No. 902-A explicitly grants the SEC original and exclusive jurisdiction over controversies involving the election or appointment of directors, trustees, officers, or managers of corporations. The dismissal of a corporate officer by the Board falls squarely within this provision.
The Court rejected the NLRC’s characterization of the case as a simple labor dispute. Citing precedent, it ruled that the dispute involves corporate affairs and management, making it a corporate controversy. The fact that Lagdameo sought reliefs like back wages does not convert it into a labor case, as these are perquisites linked to his elective corporate office. Therefore, the NLRC acted without jurisdiction. The proper forum for such intra-corporate matters is the SEC.