MARC II MARKETING, INC. et. al. vs. ALFREDO M. JOSON G.R. No. 171993 Decembe 1!, !

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FACTS# Petitioner Marc II Marketing, Inc. (petitioner corporation) is a corporation duly organized and existing under and by virtue of the laws of the Philippines. It is pri arily engaged in buying, arketing, selling and distributing in retail or wholesale for export or i port household appliances and products and other ite s. ! It took over the business operations of Marc Marketing, Inc. which was ade non"operational following its incorporation and registration with the #ecurities and $xchange %o ission (#$%). Petitioner &ucila '. (oson (&ucila) is the President and a)ority stockholder of petitioner corporation. #he was also the for er President and a)ority stockholder of the defunct Marc Marketing, Inc. *espondent +lfredo M. (oson (+lfredo), on the other hand, was the ,eneral Manager, incorporator, director and stockholder of petitioner corporation. Prior to the incorporation of the petitioner corporation, respondent was already working with &ucila as ,eneral Manager of Marc Marketing, as it was for alize by a Manage ent %ontract which he entered under the letterhead of Marc Marketing. *espondent was a corporate officer by the express provision of #ection -, +rticle I'-. of its by"laws. +s the petitioner corporation officially incorporated, Marc Marketing stopped its operation and respondent continued to function as ,eneral Manager in the petitioner corporation as he was appointed on /0 +ugust -001 as one of the corporate officers as evidence by the undated #ecretary2s %ertificate. 3n 4. (une -005, petitioner corporation decided to stop and cease its operations, as evidenced by an +ffidavit of 6on"3peration due to poor sales collection aggravated by the inefficient anage ent of its affairs. It for ally infor ed respondent of the cessation of its business operation and was apprised of the ter ination of his services since his services as such would no longer be necessary for the winding up of its affairs. +ggrieved respondent filed a %o plaint for *einstate ent and Money %lai petitioners before the &abor +rbiter. against

Parties were not settled a icably hence &.+. ordered the to sub it their respective Position Papers. Petitioners opted to file a Motion to 7is iss grounded on the &abor +rbiter2s lack of )urisdiction as the case involved an intra"corporate controversy, which )urisdiction belongs to the #$% 8now with the *egional 9rial %ourt (*9%):. %onse;uently petitioners failed to sub it their Position Paper despite the extension they asked. +ccordingly, the case was sub itted for resolution and treated their Motion to 7is iss as their Position Paper. <indings of &.+.= *espondent was a ere e ployee of the petitioner corporation, thus the existence of e ployer"e ployee relationship falls its )urisdiction under the &.+.

<indings of 6&*%= *espondent was a corporate officer as evidence by the undated #ecretary2s %ertificated, that on the >oard of 7irectors2 eeting, the for er was appointed as such. <indings of %+= +ffir ed the findings of &+. ?ence, this appeal. I##@$= Ahether or not respondent as ,eneral Manager of petitioner corporation is a corporate officer or a ere e ployee of the latter. Ahich between the &abor +rbiter or the *9%, has )urisdiction over respondent2s dis issal as ,eneral Manager of petitioner corporation. *@&I6,= In this case respondent as ,eneral Manager is not a corporate officer. In the context of P7 6o. 0./"+, corporate officers are those officers of a corporation who are given that character either by the %orporation %ode or by the corporation2s by"laws. #ection /! of the %orporation %ode specifically enu erated who are these corporate officers, to wit= (-) presidentB (/) secretaryB (4) treasurerB and (1) such other officers as ay be provided for in the by"laws. 9he aforesaid #ection /! of the %orporation %ode, particularly the phrase Csuch other officers as ay be provided for in the by"laws,C has been clarified and elaborated in the cases of= Matling Industrial and %o ercial %orporation v. %oros, where it held, thus=

%onfor ably with #ection /!, a position ust be expressly entioned in the by"laws in order to be considered as a corporate office. 9hus, the creation of an office pursuant to or under a by"laws enabling provision is not enough to ake a position a corporate office. ,uerrea v. &eza a, it was held that the only officers of a corporation were those given that character either by the %orporation %ode or by the by"lawsB the rest of the corporate officers could be considered only as e ployees or subordinate officials. 9hus, it was held in Easycall Communications Phils., Inc. v. King= +n CofficeC is created by the charter of the corporation and the officer is elected by the directors or stockholders. 3n the other hand, an e ployee occupies no office and generally is e ployed not by the action of the directors or stockholders but by the anaging officer of the corporation who also deter ines the co pensation to be paid to such e ployee. 9his interpretation is the correct application of #ection /! of the %orporation %ode, which plainly states that the corporate officers are the President, #ecretary, 9reasurer and such other

officers as ay be provided for in the by "laws. +ccordingly, the corporate officers in the context of P7 6o. 0./"+ are exclusively those who are given that character either by the %orporation %ode or by the corporation2s by"laws. 9hus, pursuant to the above provision (#ection /! of the %orporation %ode), whoever are the corporate officers enu erated in the by"laws are the exclusive 3fficers of the corporation and the >oard has no power to create other 3ffices without a ending first the corporate by"laws. ?owever, the >oard ay create appointive positions other than the positions of corporate 3fficers, but the persons occupying such positions are not considered as corporate officers within the eaning of #ection /! of the %orporation %ode and are not e powered to exercise the functions of the corporate 3fficers, except those functions lawfully delegated to the . 9heir functions and duties are to be deter ined by the >oard of 7irectorsD9rustees. + careful perusal of petitioner corporation2s by"laws, particularly paragraph -, #ection -, +rticle I',45 would explicitly reveal that its corporate officers are co posed only of= (-) %hair anB (/) PresidentB (4) one or ore 'ice"PresidentB (1) 9reasurerB and (!) #ecretary.4E 9he position of ,eneral Manager was not a ong those enu erated. Paragraph /, #ection -, +rticle I' of petitioner corporation2s by"laws, e powered its >oard of 7irectors to appoint such other officers as it ay deter ine necessary or proper.40 It is by virtue of this enabling provision that petitioner corporation2s >oard of 7irectors allegedly approved a resolution to ake the position of ,eneral Manager a corporate office, and, thereafter, appointed respondent thereto aking hi one of its corporate officers. +ll of these acts were done without first a ending its by"laws so as to include the ,eneral Manager in its roster of corporate officers. 9his %ourt rules that respondent was not a corporate officer of petitioner corporation because his position as ,eneral Manager was not specifically entioned in the roster of corporate officers in its corporate by"laws. 9he enabling clause in petitioner corporation2s by"laws e powering its >oard of 7irectors to create additional officers, i.e., ,eneral Manager, and the alleged subse;uent passage of a board resolution to that effect cannot ake such position a corporate office. Matling clearly enunciated that the board of directors has no power to create other corporate offices without first a ending the corporate by"laws so as to include therein the newly created corporate office. 9hough the board of directors ay create appointive positions other than the positions of corporate officers, the persons occupying such positions cannot be viewed as corporate officers under #ection /! of the %orporation %ode. *spondent, though occupying the ,eneral Manager position, was not a corporate officer of petitioner corporation rather he was erely its e ployee occupying a high"ranking position. +ccordingly, respondent2s dis issal as petitioner corporation2s ,eneral Manager did not a ount to an intra"corporate controversy. (urisdiction therefore properly belongs with the &abor +rbiter and not with the *9%.