Loreche-Amit vs. Cagayan De Oro Medical Center, Inc.

G.R. No. 216635. June 3, 2019.

TOPIC

Corporate Officers

DOCTRINE

To be considered as a corporate officer, the designation must be either provided by the Corporation Code or the by-laws of the corporation

FACTS

Dr. Mary Jean P. Loreche-Amit (petitioner) started working with Cagayan De Oro Medical Center, Inc. (CDMC), sometime in May 1996, when she was engaged by the late Dr. Jose N. Gaerlan (Dr. Gaerlan) as Associate Pathologist in the Department of Laboratories. Upon the demise of Dr. Gaerlan, CDMC’s Board of Directors formally appointed petitioner as Chief Pathologist for five years or until May 15, 2011.

On June 13, 2007, (CDMC’s) Board of Directors passed a resolution, recalling petitioner’s appointment as Chief Pathologist. This prompted petitioner to file a complaint for illegal dismissal, contending that she was dismissed by CDMC from her work without just cause and due process.

The Labor Arbiter dismissed the case for lack of jurisdiction on the ground that since the  petitioner is a corporate officer of the hospital because of her appointment by the Board of Directors through a resolution; thus, matters relating to the propriety of her dismissal is under the jurisdiction of the Regional Trial Court (RTC) under Section 5.2 of Republic Act (R.A.) No. 8799 (The Securities Regulation Code of the Philippines). The NLRC affirmed the ruling of the Labor Arbiter. 

Petitioner argues that she is not a corporate officer because her position as Pathologist is not among those included in the by-laws of CDMC.

ISSUE

(1) Whether or not Dr. Mary Jean P. Loreche-Amit (petitioner) is not a corporate officer because her position as Pathologist is not among those included in the by-laws of CDMC.

(2) Whether or not the labor tribunals have jurisdiction over the complaint for illegal dismissal filed by petitioner.

RULING

(1) Yes. To be considered as a corporate officer, the designation must be either provided by the Corporation Code or the by-laws of the corporation. In this case, nowhere in the records could the by-laws of CDMC be found. An appointment through the issuance of a resolution by the Board of Directors does not make the appointee a corporate officer. It is necessary that the position is provided in the Corporation Code or in the by-laws. In the absence of the by-laws of CDMC, there is no reason to conclude that petitioner, as Pathologist, is considered as a corporate officer. 

(2) Yes. the RTC does not have jurisdiction over the case as there was no intra-corporate controversy, the latter being operative in vesting jurisdiction upon Regional Trial Courts over all controversies in the election or appointment of directors, trustees, officers or managers of corporations, partnerships or associations. 

However, there is no existing employee-employer relationship. As the Labor Arbiter, NLRC, and the CA aptly observed, petitioner was working for two other hospitals aside from CDMC, not to mention those other hospitals which she caters to when her services are needed. Such fact evinces that petitioner controls her working hours. The rule is that where a person who works for another performs his job more or less at his own pleasure, in the manner he sees fit, not subject to definite hours or conditions of work, and is compensated according to the result of his efforts and not the amount thereof, no employer-employee relationship exists. 

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