Republic of the Philippines

SUPREME COURT
Manila
FIRST DIVISION
G.R. No. 144767 March 21, 2002
DILY DANY NACPIL, petitioner,
vs.
INTERNATIONAL BROADCASTING CORPORATION, respondent.
APUNAN, J.:
This is a petition for revie on certiorari under Rule !", assailin# the
Decision of the $ourt of %ppeals dated Nove&ber '(, )*** in $%+,.R. SP
No. "'-""
)
and the Resolution dated %u#ust (), '... den/in# petitioner
Dil/ Dan/ Nacpil0s &otion for reconsideration. The $ourt of %ppeals
reversed the decisions pro&ul#ated b/ the 1abor %rbiter and the National
1abor Relations $o&&ission 2N1R$3, hich consistentl/ ruled in favor of
petitioner.
Petitioner states that he as %ssistant ,eneral Mana#er for
Finance4%d&inistration and $o&ptroller of private respondent
Intercontinental 5roadcastin# $orporation 2I5$3 fro& )**6 until %pril
)**-. %ccordin# to petitioner, hen 7&iliano Te&plo as appointed to
replace I5$ President To&as ,o&e8 III so&eti&e in March )**-, the
for&er told the 5oard of Directors that as soon as he assu&es the I5$
presidenc/, he ould ter&inate the services of petitioner. %pparentl/,
Te&plo bla&ed petitioner, alon# ith a certain Mr. 5asilio and Mr. ,o&e8,
for the prior &is&ana#e&ent of I5$. 9pon his assu&ption of the I5$
presidenc/, Te&plo alle#edl/ harassed, insulted, hu&iliated and pressured
petitioner into resi#nin# until the latter as forced to retire. :oever,
Te&plo refused to pa/ hi& his retire&ent benefits, alle#edl/ because he had
not /et secured the clearances fro& the Presidential $o&&ission on ,ood
,overn&ent and the $o&&ission on %udit. Further&ore, Te&plo alle#edl/
refused to reco#ni8e petitioner0s e&plo/&ent, clai&in# that petitioner as
not the %ssistant ,eneral Mana#er4$o&ptroller of I5$ but &erel/ usurped
the poers of the $o&ptroller. :ence, in )**-, petitioner filed ith the
1abor %rbiter a co&plaint for ille#al dis&issal and non+pa/&ent of
benefits.1wphi1.nt
Instead of filin# its position paper, I5$ filed a &otion to dis&iss alle#in#
that the 1abor %rbiter had no ;urisdiction over the case. I5$ contended that
petitioner as a corporate officer ho as dul/ elected b/ the 5oard of
Directors of I5$< hence, the case =ualifies as an intra+corporate dispute
fallin# ithin the ;urisdiction of the Securities and 7>chan#e $o&&ission
2S7$3. :oever, the &otion as denied b/ the 1abor %rbiter in an Order
dated %pril '', )**?.
'
On %u#ust '), )**?, the 1abor %rbiter rendered a Decision statin# that
petitioner had been ille#all/ dis&issed. The dispositive portion thereof
reads@
A:7R7FOR7, in vie of all the fore#oin#, ;ud#&ent is hereb/
rendered in favor of the co&plainant and a#ainst all the
respondents, ;ointl/ and severall/, orderin# the latter@
). To reinstate co&plainant to his for&er position ithout
di&inution of salar/ or loss of seniorit/ ri#hts, and ith
full bacBa#es co&puted fro& the ti&e of his ille#al
dis&issal on Ma/ )6, )**- up to the ti&e of his actual
reinstate&ent hich is tentativel/ co&puted as of the date
of this decision on %u#ust '), )**? in the a&ount of
P),'(),-".... 2i.e., P-",...... a &onth > )".)6 &onths
C P),)(-,...... plus )(
th
&onth pa/ e=uivalent to )4)' of
P ),)(-,...... C P*!,-".... or the total a&ount of P
),'(),-"....3. Should co&plainant be not reinstated
ithin ten 2).3 da/s fro& receipt of this decision, he shall
be entitled to additional bacBa#es until actuall/
reinstated.
'. 1iBeise, to pa/ co&plainant the folloin#@
a3 P ' Million as and for &oral da&a#es<
b3 P"..,...... as and for e>e&plar/ da&a#es< plus and
2sic3
c3 Ten 2).D3 percent thereof as and for attorne/0s fees.
SO ORD7R7D.
(
I5$ appealed to the N1R$, but the sa&e as dis&issed in a Resolution
dated March ', )***, for its failure to file the re=uired appeal bond in
accordance ith %rticle ''( of the 1abor $ode.
!
I5$ then filed a &otion for
reconsideration that as liBeise denied in a Resolution dated %pril '6,
)***.
"
I5$ then filed ith the $ourt of %ppeals a petition for certiorari under Rule
6", hich petition as #ranted b/ the appellate court in its Decision dated
Nove&ber '(, )***. The dispositive portion of said decision states@
A:7R7FOR7, pre&ises considered, the petition for $ertiorari is
,R%NT7D. The assailed decisions of the 1abor %rbiter and the
N1R$ are R7V7RS7D and S7T %SID7 and the co&plaint is
DISMISS7D ithout pre;udice.
SO ORDERED.
6
Petitioner then filed a &otion for reconsideration, hich as denied b/ the
appellate court in a Resolution dated %u#ust (), '....
:ence, this petition.
Petitioner Nacpil sub&its that@
I.
T:7 $O9RT OF %PP7%1S 7RR7D IN FINDIN, T:%T
P7TITION7R A%S %PPOINT7D 5E R7SPOND7NT0S 5O%RD
OF DIR7$TORS %S $OMPTRO117R. T:IS FINDIN, IS
$ONTR%RE TO T:7 $OMMON, $ONSIST7NT POSITION
%ND %DMISSION OF 5OT: P%RTI7S. F9RT:7R,
R7SPOND7NT0S 5E+1%AS DO7S NOT IN$19D7
$OMPTRO117R %S ON7 OF ITS $ORPOR%T7 OFFI$7RS.
II.
T:7 $O9RT OF %PP7%1S A7NT 57EOND T:7 ISS97 OF
T:7 $%S7 A:7N IT S95STIT9T7D T:7 N%TION%1
1%5OR R71%TIONS $OMMISSION0S D7$ISION TO %PP1E
T:7 %PP7%1 5OND R7F9IR7M7NT STRI$T1E IN T:7
INST%NT $%S7. T:7 ON1E ISS97 FOR ITS
D7T7RMIN%TION IS A:7T:7R N1R$ $OMMITT7D
,R%V7 %59S7 OF DIS$R7TION IN DOIN, T:7 S%M7.
-
The issue to be resolved is hether the 1abor %rbiter had ;urisdiction over
the case for ille#al dis&issal and non+pa/&ent of benefits filed b/
petitioner. The $ourt finds that the 1abor %rbiter had no ;urisdiction over
the sa&e.
9nder Presidential Decree No. *.'+% 2the Revised Securities %ct3, the la
in force hen the co&plaint for ille#al dis&issal as instituted b/ petitioner
in )**-, the folloin# cases fall under the e>clusive of the S7$@
a3 Devices or sche&es e&plo/ed b/ or an/ acts of the board of
directors, business associates, its officers or partners, a&ountin# to
fraud and &isrepresentation hich &a/ be detri&ental to the
interest of the public and4or of the stocBholders, partners, &e&bers
of associations or or#ani8ations re#istered ith the $o&&ission<
b3 $ontroversies arisin# out of intra+corporate or partnership
relations, beteen and a&on# stocBholders, &e&bers or
associates< beteen an/ or all of the& and the corporation,
partnership or association of hich the/ are stocBholders, &e&bers
or associates, respectivel/< and beteen such corporation,
partnership or association and the State insofar as it concerns their
individual franchise or ri#ht to e>ist as such entit/<
c3 Co!"ro#$r%&$% &! "h$ $'$c"&o! or a((o&!")$!" o* +&r$c"or%,
"r,%"$$%, o**&c$r%, or )a!a-$r% o* %,ch cor(ora"&o!%,
(ar"!$r%h&(% or a%%oc&a"&o!%.
d3 Petitions of corporations, partnerships, or associations to be
declared in the state of suspension of pa/&ents in cases here the
corporation, partnership or association possesses propert/ to cover
all of its debts but foresees the i&possibilit/ of &eetin# the& hen
the/ respectivel/ fall due or in cases here the corporation,
partnership or association has no sufficient assets to cover its
liabilities, but is under the Mana#e&ent $o&&ittee created
pursuant to this decree. 27&phasis supplied.3
The $ourt has consistentl/ held that there are to ele&ents to be considered
in deter&inin# hether the S7$ has ;urisdiction over the controvers/, to
it@ 2)3 the status or relationship of the parties< and 2'3 the nature of the
=uestion that is the sub;ect of their controvers/.
?
Petitioner ar#ues that he is not a corporate officer of the I5$ but an
e&plo/ee thereof since he had not been elected nor appointed as
$o&ptroller and %ssistant Mana#er b/ the I5$0s 5oard of Directors. :e
points out that he had actuall/ been appointed as such on Ganuar/ )), )**"
b/ the I5$0s ,eneral Mana#er, $eferino 5asilio. In support of his
ar#u&ent, petitioner underscores the fact that the I5$0s 5/+1as does not
even include the position of co&ptroller in its roster of corporate
officers.
*
:e therefore contends that his dis&issal is a controvers/ fallin#
ithin the ;urisdiction of the labor courts.
).
Petitioner0s ar#u&ent is untenable. 7ven assu&in# that he as in fact
appointed b/ the ,eneral Mana#er, such appoint&ent as subse=uentl/
approved b/ the 5oard of Directors of the I5$.
))
That the position of
$o&ptroller is not e>pressl/ &entioned a&on# the officers of the I5$ in the
5/+1as is of no &o&ent, because the I5$0s 5oard of Directors is
e&poered under Section '" of the $orporation $ode
)'
and under the
corporation0s 5/+1as to appoint such other officers as it &a/ dee&
necessar/. The 5/+1as of the I5$ cate#oricall/ provides@
HII. OFFI$7RS
The officers of the corporation shall consist of a President, a Vice+
President, a Secretar/+Treasurer, a ,eneral Mana#er, a!+ %,ch
o"h$r o**&c$r% a% "h$ Boar+ o* D&r$c"or% )a/ *ro) "&)$ "o "&)$
+o$% *&" "o (ro#&+$ *or. Sa&+ o**&c$r% %ha'' 0$ $'$c"$+ 0/ )a1or&"/
#o"$ o* "h$ Boar+ o* D&r$c"or% and shall have such poers and
duties as shall hereinafter provide 27&phasis supplied3.
)(
The $ourt has held that in &ost cases the "b/+las &a/ and usuall/ do
provide for such other officers,I
)!
and that here a corporate office is not
specificall/ indicated in the roster of corporate offices in the b/+las of a
corporation, the board of directors &a/ also be e&poered under the b/+
las to create additional officers as &a/ be necessar/.
)"
%n IofficeI has been defined as a creation of the charter of a corporation,
hile an IofficerI as a person elected b/ the directors or stocBholders. On
the other hand, an Ie&plo/eeI occupies no office and is #enerall/ e&plo/ed
not b/ action of the directors and stocBholders but b/ the &ana#in# officer
of the corporation ho also deter&ines the co&pensation to be paid to such
e&plo/ee.
)6
%s petitioner0s appoint&ent as co&ptroller re=uired the approval and for&al
action of the I5$0s 5oard of Directors to beco&e valid,
)-
it is clear therefore
holds that petitioner is a corporate officer hose dis&issal &a/ be the
sub;ect of a controvers/ co#ni8able b/ the S7$ under Section "2c3 of P.D.
*.'+% hich includes controversies involvin# both election
and a((o&!")$!" of corporate directors, trustees, officers, and
&ana#ers.
)?
:ad petitioner been an ordinar/ e&plo/ee, such board action
ould not have been re=uired.
Thus, the $ourt of %ppeals correctl/ held that@
Since co&plainant0s appoint&ent as approved unani&ousl/ b/
the 5oard of Directors of the corporation, he is therefore
considered a corporate officer and his clai& of ille#al dis&issal is a
controvers/ that falls under the ;urisdiction of the S7$ as
conte&plated b/ Section " of P.D. *.'+%. The rule is that
dis&issal or non+appoint&ent of a corporate officer is clearl/ an
intra+corporate &atter and ;urisdiction over the case properl/
belon#s to the S7$, not to the N1R$.
)*
%s to petitioner0s ar#u&ent that the nature of his functions is
reco&&endator/ thereb/ &aBin# hi& a &ere &ana#erial officer, the $ourt
has previousl/ held that the relationship of a person to a corporation,
hether as officer or a#ent or e&plo/ee is not deter&ined b/ the nature of
the services perfor&ed, but instead b/ the incidents of the relationship as
the/ actuall/ e>ist.
'.
It is liBeise of no conse=uence that petitioner0s co&plaint for ille#al
dis&issal includes &one/ clai&s, for such clai&s are actuall/ part of the
per=uisites of his position in, and therefore linBed ith his relations ith,
the corporation. The inclusion of such &one/ clai&s does not convert the
issue into a si&ple labor proble&. $learl/, the issues raised b/ petitioner
a#ainst the I5$ are &atters that co&e ithin the area of corporate affairs
and &ana#e&ent, and constitute a corporate controvers/ in conte&plation
of the $orporation $ode.
')
Petitioner further ar#ues that the I5$ failed to perfect its appeal fro& the
1abor %rbiter0s Decision for its non+pa/&ent of the appeal bond as re=uired
under %rticle ''( of the 1abor $ode, since co&pliance ith the
re=uire&ent of postin# of a cash or suret/ bond in an a&ount e=uivalent to
the &onetar/ aard in the ;ud#&ent appealed fro& has been held to be both
&andator/ and ;urisdictional.
''
:ence, the Decision of the 1abor %rbiter
had lon# beco&e final and e>ecutor/ and thus, the $ourt of %ppeals acted
ith #rave abuse of discretion a&ountin# to lacB or e>cess of ;urisdiction in
#ivin# due course to the I5$0s petition for certiorari, and in decidin# the
case on the &erits.
The I5$0s failure to post an appeal bond ithin the period &andated under
%rticle ''( of the 1abor $ode has been rendered i&&aterial b/ the fact that
the 1abor %rbiter did not have ;urisdiction over the case since as stated
earlier, the sa&e is in the nature of an intra+corporate controvers/. The
$ourt has consistentl/ held that here there is a findin# that an/ decision
as rendered ithout ;urisdiction, the action shall be dis&issed. Such
defense can be interposed at an/ ti&e, durin# appeal or even after final
;ud#&ent.
'(
It is a ell+settled rule that ;urisdiction is conferred onl/ b/ the
$onstitution or b/ la. It cannot be fi>ed b/ the ill of the parties< it cannot
be ac=uired throu#h, enlar#ed or di&inished b/, an/ act or o&ission of the
parties.
'!
$onsiderin# the fore#oin#, the $ourt holds that no error as co&&itted b/
the $ourt of %ppeals in dis&issin# the case filed before the 1abor %rbiter,
ithout pre;udice to the filin# of an appropriate action in the proper
court. 1wphi1.nt
It &ust be noted that under Section ".' of the Securities Re#ulation $ode
2Republic %ct No. ?-**3 hich as si#ned into la b/ then President
Goseph 7;ercito 7strada on Gul/ )*, '..., the S7$0s ;urisdiction over all
cases enu&erated in Section " of P.D. *.'+% has been transferred to the
Re#ional Trial $ourts.
'"
23ERE4ORE, the petition is hereb/ DISMISSED and the Decision of
the $ourt of %ppeals in $%+,.R. SP No. "'-"" is A44IRMED.
SO ORDERED.
Davide, Jr., C.J., and Ynares-Santiago, JJ., concur.
Pno, J., on official leave.