GR L 10556; (April, 1958) (Digest)
G.R. No. L-10556; April 30, 1958
RICARDO GURREA, plaintiff-appellant, vs. JOSE MANUEL LEZAMA, ET AL., defendants-appellees.
FACTS
Plaintiff Ricardo Gurrea instituted an action in the Court of First Instance of Iloilo seeking to declare null and void Resolution No. 65 of the Board of Directors of the La Paz Ice Plant and Cold Storage Co., Inc., which removed him from his position as manager of the corporation, and to recover damages. He contended the resolution contravened the corporation’s by-laws, the Corporation Law, and an agreement among stockholders. The defendants asserted the removal was valid. The parties agreed to submit the case for judgment on the sole legal question of whether Gurrea could be legally removed as manager by a mere board resolution or if the affirmative vote of two-thirds of the paid shares of stock was required, as suggested by the by-laws’ provision for the removal of “officers.” The trial court held the removal legal and dismissed the complaint. The case was certified to the Supreme Court by the Court of Appeals.
ISSUE
Whether the plaintiff, as manager of the corporation, is considered an “officer” such that his removal must comply with the by-laws provision requiring an affirmative vote of two-thirds of the corporation, or whether he is a mere employee/agent who can be removed by the board of directors that appointed him.
RULING
The Supreme Court ruled that the plaintiff, as manager, is not an officer of the corporation and was therefore properly removed by resolution of the board of directors. The Court held that the officers of a corporation are only those designated as such either by the Corporation Law or the corporate by-laws. The by-laws of the La Paz Ice Plant and Cold Storage Co., Inc. enumerated the president, vice-president, secretary, and treasurer as officers; the manager was not included. Since the manager was appointed by the board of directors, the power to appoint inherently carries the power to remove. The Court cited American authorities, including Fletcher’s Cyclopedia, which state that if a charter or by-law enumerates the officers, a person whose position is not enumerated is not an officer. It further distinguished that a general manager, while potentially wielding great authority, is ordinarily classed as an agent or employee, not an officer. Therefore, the removal was valid, and the complaint was correctly dismissed.