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WPP MARKETING COMMUNICATIONS, INC. vs.

GALERA
G.R. No. 169207

GALERA vs. WPP MARKETING COMMUNICATIONS, INC.


G.R. No. 169239
25 March 2010
Petition for review on certiorari of a CA decision & resolution
Acting CJ. Carpio
F:  Galera is an American citizen offered by WPP-Worldwide to work in the Philippines for WPP Marketing
Communications, Inc. (WPP), which the former accepted.

 Galera signed an Employment Contract entitled Confirmation of Appointment & Statement of Terms
& Conditions, which provided for the following:
o Managing Director
o Start/Commencement: 1 Sep. 1999
o Housing Allowance
o Benefits: car w/ driver, medical, health, life & personal accident insurance plans, air fare, shipping &
relocation, pension plan
o 20 days paid holiday, plus public holidays
o 15 days leave
o Invention/Know-how – to be owned by the company
o Notice: 3-months trial period; termination of contract upon breach, & retirement age of 60 years old.

 Her employment became effective 1 Sep 1999 solely on the instruction of the CEO & upon signing of
the contract, without any further action from the Board of Directors.

 4 months passed when WPP filed before the Bureau of Immigration an application for Galera to
receive a working visa, wherein she was designated as VP. Galera alleged that she was constrained
to sign the application so that she could remain in the Philippines & retain her employment.

 14 Dec 2000 – Galera was verbally notified verbally that her services had been terminated. A
termination letter followed the next day.

 3 Jan 2001 – Galera filed a complaint for illegal dismissal, holiday pay, SIL, 13 th month pay, incentive
plan, actual & moral damages, & attorney’s fees against WPP.

 LA  Granted & held WPP liable for illegal dismissal & damages. Also, that Galera was denied due
process –i.e. WPP failed to observe the 2-Notice Rule.

 NLRC  Reversed the LA ruling; holding that Galera was the company’s VP, & therefore, a corporate
officer at the time she was removed by the Board of Directors. Thus, LA had no jurisdiction over the
case as it involved an intra-corporate dispute.

 CA  Reversed & set aside NLRC; & held that a person could be considered a corporate officer only
if appointed as such by a corporation’s Board of Directors, or through either the Articles of
Incorporation or By-Laws.
I: (1) Whether or not Galera is an employee.
(2) Whether or not the LA & NLRC have jurisdiction over the case
H: (1) Yes.
(2) Yes.
R: (1)
 An examination of WPP By-Laws show that Galera’s appointment as a corporate officer (VP with
the operational title of Managing Director of Mindshare) during a special meeting of the Board of
Directors is an appointment to a non-existent corporate office. The By-Laws provide for only 1 VP
and 5 directorship positions which are already occupied.
 Further, WPP cannot rely on its Amended By-Laws which provided for more than 1 VP & for 2
additional directors, since the SEC only approved of such amendments on 16 Feb 2001 (i.e. 2
months after Galera was dismissed).

 Applying the 4-fold Test, the Court found that the Employment Contract provided for:

o Where & how often she is to perform her work;


o Wages she receives;
o Subject to regular disciplinary procedures
o Her status as a regular employee & not a corporate officer;

 Even if Galera signed the Alien Employment Permit from DOLE & the visa application with the
Bureau of Immigration where both stated that she was WPP’s VP, such documents should not be
considered against her. Assuming that her appointment as VP was valid, it must be noted that
such occurred after she was hired as a regular employee; & after such appointment, there was
no appreciable change in her duties.

(2)
 Galera being an employee, the LA & NLRC have jurisdiction over the present case. Art. 217 of
the Labor Code provides for the jurisdiction of the LA & the Commission.

Whether Galera was illegally dismissed – YES!


 Galera’s dismissal lacked both substantive & procedural due process. Apart from informing her
that there is lack of confidence in her abilities, WPP failed to prove any just or authorized cause
for Galera’s dismissal. While Galera presented documentary evidence in the form of
congratulatory letters.
 Also, the law provides that the employer must furnish the worker sought to be dismissed with 2
written notices before termination of employment can be legally effected:
(1) Notice apprising the employee of the particular acts or omissions for which his dismissal is
sought;
(2) Subsequent notice informing the employee of the decision to dismiss him.
Failure to comply with the requirements taints the dismissal with illegality.

Whether Galera is entitled to monetary awards. – NO! The law provides that an Alien Employment Permit
must be acquired prior to employment. In the case, 4 months passed before WPP filed an application
for Galera’s working visa.