Matling Industrial and Commercial Corporation et al. v. Ricardo R. Coros G.R. No. 157802, 13 ctoer 2010, !"ersamin, #., J $ %&C'() %&C'() Ricardo Coros, the Vice President for Finance and Administration of Matling Industrial was dismissed. On August 10, 000, he filed a com!laint for illegal sus!ension and illegal dismissal against Matling in the "#RC. Matling mo$ed to dismiss the com!laint on the ground of lac% of &urisdiction. 'he( allege that since Coros is a mem)er of Matling*s +oard of irectors and a cor!orate office, the issue is an intra-cor!orate contro$ers(. As such, &urisdiction lies with the ecurities and /change Commission /C2.
Coros, in o!!osing the motion filed )( Matling, alleged that his status as a mem)er of the +oard was dou)tful since he was not formall( elected and he did not own a single share of stoc%. /$en assuming that he had )een a irector of Matling, he had )een remo$ed as the Vice President for Finance and Administration, Administration, not as a irector, a fact that the notice of his termination dated A!ril A!ril 10, 000 showed. #a)or Ar)iter #A2 ruled in fa$or of Matling. On a!!eal, the "#RC re$ersed the decision of the #A and ruled that the case is cogni3a)le )( the #A. Matling a!!ealed to the CA through a !etition for certiorari which the CA dismissed as well. I((*+) 4hether or not Coros was a cor!orate officer of Matling R*#ING) Petition +NI+.
As a rule, the illegal dismissal of an officer or other em!lo(ee of a !ri$ate em!lo(er is !ro!erl( cogni3a)le )( the #A 4here the com!laint for illegal dismissal concerns a cor!orate officer, howe$er, howe$er, the contro$ers( falls under the &urisdiction of the ecurities and /change Commission /C2, )ecause the contro$ers( arises out of intra-cor!orate or !artnershi! relations. 'he !etitioners argue that the !ower to create cor!orate offices and to a!!oint the indi$iduals to assume the offices was delegated )( Matling*s Matling*s +oard of irectors to its President through +(-#aw "o. V, as amended5 and that an( office the Pr esident created, li%e the !osition of the res!ondent, was as $alid and effecti$e a creation as that made ) ( the +oard of irectors. 'he res!ondent counters that Matling*s +(-#aws did not list his !osition as Vice President for Finance and Administration Administration as one of the cor!orate offices5 that Matling*s +(-#aw +(-#aw "o. III listed onl( four cor!orate officers, namel(6 President, /ecuti$e Vice President, ecretar(, and 'reasurer5 17 that the cor!orate offices contem!lated in the !hrase 8and such other officers as ma( )e !ro$ided for in the )(laws8 found in ection 9 of the Cor!oration Code should )e clearl( and e!ressl( stated in the +(-#aws. 4e agree with res!ondent. Conforma)l( with ection 9, a !osition must )e e!ressl( mentioned in the +(-#aws in order to )e considered as a cor!orate office. 'hus, the creation of an office !ursuant to or under a +(-#aw + (-#aw ena)ling !ro$ision is not enough to ma%e a !osition a cor!orate office. An 8office8 is created )( the charter of the cor!oration and the officer is elected )( the directors or stoc%holders. On the other hand, an em!lo(ee occu!ies no office and generall( is em!lo(ed not )( the action of the directors or stoc%holders )ut )( the managing officer of the cor!oration who also determines the com!ensation to )e !aid to such em!lo(ee. In this case, res!ondent was a!!ointed $ice !resident for nation nationwid widee e!ans e!ansion ion )( Malon3 Malon3o, o, !etiti !etitione oner*s r*s gener general al manage manager, r, not )( the the )oard )oard of direc director torss of !etitioner. !etitioner. It was also Malon3o who determined the com!ensation !ac%age of res!ondent. 'hus, res!ondent was an em!lo(ee, not a 8cor!orate officer.8
Moreo$er, the +oard of irectors of Matling could not $alidl( delegate the !ower to create a cor!orate office to the President, in light of ection 9 of the Cor!oration Code re:uiring the +oard of irectors itself to elect the cor!orate officers. Veril(, the !ower to elect the cor!orate officers was a discretionar( !ower that the law eclusi$el( $ested in the +oard of irectors, and could not )e delegated to su)ordinate officers or agents. 'he office of Vice President for Finance and Administration created )( Matling*s President !ursuant to +( #aw "o. V was an ordinar(, not a cor!orate, office. 'o em!hasi3e, the !ower to create new offices and the !ower to a!!oint the officers to occu!( them $ested )( +(-#aw "o. V merel( allowed Matling*s President to create non-cor!orate offices to )e occu!ied )( ordinar( em!lo(ees of Matling. uch !owers were incidental to the President*s duties as the eecuti$e head of Matling to assist him in the dail( o!erations of the )usiness.
