ANGELITO
PAGUIO and MODESTO ROSARIO, petitioners, vs. NATIONAL LABOR RELATIONS
COMMISSION, REDGOLD BROKERAGE CORPORATION, and Spouses RODRIGO DE GUIA and CEFERINA
DE GUIA, respondentsG.R. No.
116662 | February 1, 1996
FACTS:
Respondents
Rodrigo de Guia, Ceferina de Guia and complainant Modesto Rosario, were,
respectively, the President, Finance Manager and Treasurer of Redgold Brokerage
Corporation. On June 14, 1980, complainant Modesto Rosario was appointed as its
Operations Manager. On or about the same date, complainant Angelito Paguio was
also appointed as Shipping Manager.
On February
1, 1989, the complainants instituted the instant case for illegal dismissal
against respondents Sps. Guia and Redgold Brokerage Corporation. They alleged
that on separate occasions, they requested the respondents for copies of the
financial statements of the company; that their simple request enraged the
respondents, who demoted complainant Modesto Rosario as a sales representative
and planned to deal similarly with complainant Angelito Paguio; that on January
8, 1989, the respondents offered to purchase their shareholdings in the company
for the measly amount of P30,000.00 for each of them, which they rejected outright;
that the respondents then informed complainant Modesto Rosario that he was going
to be transferred to the Davao branch; and that when he continued reporting for
work at the main office of the respondent corporation, he was threatened with a
gun by respondent Rodrigo de Guia and thereafter refused entry into the premises
of the respondent corporation.
The
respondents, contended that sometime in 1987, the complainants manifested a
changed attitude towards their work— they started doing less work and incurring
frequent unexplained absences; that, furthermore, they tried to convince their
co- workers to do less work; that it was later discovered that the complainants
had established their own companies, which were engaged in the same business as
the respondent corporation and in direct competition with it; that to prevent
the complainants from further jeopardizing the business operations of the respondent
corporation, they ordered complainant Modesto Rosario’s transfer to Davao City
and complainant Angelito Paguio’s transfer to the sales division; that
subsequently, the complainants stopped reporting for work; that on February 17,
1989, complainant Angelito Paguio inflicted physical injuries upon respondent
Ceferina de Guia in a fit of anger.
The LA
found that the termination of petitioners’ services was justified by their
commission of acts inimical to the reputation and business interest of respondent
corporation, but awarded them separation pay in view of their long years of
service with the corporation and indemnity for private respondent’s failure to
comply with the requirement of due process before effecting their dismissal.
Not
satisfied with the Labor Arbiter’s decision, private respondents interposed an
appeal to the NLRC which dismissed the case for lack of jurisdiction.
Hence, the
instant petition.
ISSUE:
Whether or
not the NLRC has jurisdiction over the case
RULING:
Petitioners
are stockholders and officers of respondent corporation. They filed a complaint
against private respondent for illegal dismissal. Such being the case, it is the
Securities and Exchange Commission (SEC) that has jurisdiction over the case as
will be expansively discussed hereinafter. It is no hindrance to SEC’s
jurisdiction that a person raises in his complaint the issues that he was illegally
dismissed and asks for remuneration where, as in this case, complainant is not
a mere employee but a stockholder and officer of the corporation. The fact that
the issue of jurisdiction was not raised before it did not prevent the NLRC
from taking cognizance of the same as the issue of lack of jurisdiction was
apparent upon the face of the record.
there
cannot be any doubt that petitioners’ complaint falls within the jurisdiction
of the SEC in accordance with Sec. 5, paragraphs (b) and (c) of P.D. 902-A.
Section 5.
In addition to the regulatory and adjudicative functions of the Securities and
Exchange Commission over corporations, partnerships and other forms of
associations registered with it as expressly granted under existing laws and
decrees, it shall have original and exclusive jurisdiction to hear and decide
cases involving:
Xxx
(b) Controversies
arising out of intra-corporate or partnership relations, between and among
stockholders, members, or associates; between any or all of them and the
corporation, partnership or association of which they are stockholders, members
or associates, respectively; and between such corporation, partnership or
association and the state insofar as it concerns their individual franchise or
right to exist as such entity;
(c)Controversies
in the election or appointment of directors, trustees, officers or managers of
such corporations, partnership or associations.
Petitioners’
argument that the instant case involves their termination from employment and
not their appointment as managers of respondent corporation is a mere play of words.
In Lozon v.
NLRC the Court held that:
x x x a
corporate officer’s dismissal is always a corporate act and/or intra-corporate
controversy and that nature is not altered by the reason or wisdom which the
Board of Directors may have in taking such action.
Dy v. NLRC
categorically states that the question of remuneration being asserted by an
officer of a corporation is “not a simple labor problem but a matter that comes
within the area of corporate affairs and management, and is in fact, a corporate
controversy in contemplation of the Corporation Code.
The
above-quoted ruling squarely applies to petitioners herein who are not only
managers of respondent corporation but stockholders and directors as well. Moreover,
the records show that the reason why petitioners were allegedly relieved of their
managerial status was their persistent demands for a financial audit of
respondent corporation—clearly an intracorporate matter.
Finally, it
is of no consequence that petitioners were appointed and not elected managers
of respondent corporation. Sec. 5(c) of P.D. 902-A clearly includes both.
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