G.R. No. L-48928 - De Tavera vs. Philippine Tuberculosis Society, Inc.

Case Summary (G.R. No. L-48928)

Factual Background

Petitioner was a physician and recognized specialist in tuberculosis who, after serving as Acting Executive Secretary, was appointed Executive Secretary of the Philippine Tuberculosis Society, Inc. by a unanimous motion of the Board on April 25, 1973 and informed by letter dated April 27, 1973. The minutes and Special Order No. 110, s. 1972 show her prior designation as Acting Executive Secretary effective September 1, 1972 with an honorarium. On May 29, 1974, a meeting of the Board declared the Executive Secretary position vacant and, by affirmative vote of seven directors with two abstentions and one objection, appointed Alberto G. Romulo to the position.

Plaintiff’s Complaint and Claims

In her complaint filed March 23, 1976 and amended April 12, 1976, petitioner alleged wrongful and summary removal from her position without being informed of the lawful cause, and charged that several directors were not qualified members of the Society when elected and therefore that the acts of the May 29, 1974 meeting were null and void. She prayed for reinstatement and for material, moral, and exemplary damages based on alleged violations of the Society’s By-Laws, the New Civil Code (Articles 21 and 32(6)), and constitutional guarantees including equal protection.

Defendants’ Answer and Preliminary Motions

Respondents denied illegal removal and asserted that under the Society’s Code of By-Laws the Executive Secretary “shall hold office at the pleasure of the Board of Directors,” that any contest of director qualifications should have been made at election or within the statutory period and not collaterally, and that an unqualified director functions at least as a de facto director. Respondent Adil moved to dismiss for failure to state a cause of action or prescription, arguing that the suit effectively sought quo warranto relief and thus should have been brought within one year from ouster. Petitioner opposed and characterized the action as one for damages invoking constitutional and civil code guaranties.

Trial Court Proceedings and Decision

The Court of First Instance held the suit to be one for quo warranto and therefore subject to the one-year prescription of Section 16, Rule 66, counted from petitioner’s ouster on May 29, 1974. The court further found that petitioner held the office at the pleasure of the Board under Section 7.02 of the By-Laws and that her appointment was temporary in essence and terminable without cause. Consequently, the court ruled there was no illegal removal requiring due process, and that the qualifications of the directors could not be collaterally attacked in a quo warranto action affecting the title to the executive office. The court denied petitioner’s motion for reconsideration on November 25, 1976.

Appellate Procedure and Certification to the Supreme Court

Petitioner filed a Notice of Appeal and sought extension to file the record on appeal. The trial court later amended its order to qualify the action principally as one for quo warranto and directed that the original records be elevated to the Court of Appeals. The Court of Appeals issued a resolution on August 8, 1978 certifying the case to the Supreme Court on the ground that the appeal raised only questions of law, identifying three principal assignments of error concerning the nature of the action, the construction of the By-Laws and constitutional provisions, and whether petitioner was in civil service and so entitled to protection against removal.

Nature of the Action — Supreme Court’s Characterization

The Supreme Court applied the settled rule that the nature of an action is determined by the facts alleged in the complaint and the relief to which the plaintiff is entitled from those facts, citing Rone vs. Claro and Baguioro vs. Barrios. The Court examined petitioner’s complaint and found that, although it sought reinstatement, its primary allegations and prayers charged violations of the By-Laws, civil code obligations, and constitutional guarantees and sought compensatory, moral, and exemplary damages against the Society and past Board members. Because most defendants alleged to have caused the removal were not the present occupants of the office and Romulo was impleaded only as the present occupant, the Court concluded the action was not principally one for quo warranto. Consequently the one-year period under Section 16, Rule 66 for quo warranto did not apply.

Prescription and Timeliness

The Supreme Court held that the action sounded in damages for injury to petitioner’s rights and thus was subject to the four-year prescriptive period under Article 1146 of the New Civil Code, following the reasoning in Valencia vs. Cebu Portland Cement Co. The Court therefore found the complaint not barred by prescription.

Substantive Merits — Tenure and Removal

The Court analyzed the pertinent By-Laws provisions. Section 7.01 listed the Executive Secretary among executive officers. Section 7.02 declared that the Executive Secretary “shall hold office at the pleasure of the Board of Directors, unless their term of employment shall have been fixed in their contract of employment.” Section 7.04 permitted suspension or removal for cause by affirmative majority, but the Court read that provision as not applicable where the officeholder had no fixed contractual term. The Court examined the appointment letter and the minutes showing petitioner’s appointment and observed the absence of any contract fixing a definite term or of language creating a tenure insulated from removal at the Board’s pleasure. The Court therefore concluded that petitioner’s appointment was terminable at the pleasure of the Board and was temporary in essence; her separation constituted an expiration of term rather than a removal requiring prior notice, hearing, or proof of cause.

Precedent and Analogy

Relying on prior decisions cited by the parties and in the record, the Court invoked Mojilla vs. Marino to show that an appointment terminable at the pleasure of the appointing power is temporary in character and may be terminated without cause, and Paragas vs. Bernal to distinguish expiration of term from removal. The Court held that where the By-Laws and the appointment evidence show an office held at the pleasure of the appointing body, general civil code protections and constitutional guarantees do not alter the contractual and statutory relationship accepted by the appointee.

Disposition and Relief

The Supreme Court affirmed the decision of the Court of First Instance that petitioner was not illegally removed or ousted from her position as Executive Secretary of the Philippine Tuberculosis Society, Inc. The Court found unnecessary the resolution of petition

Case Syllabus (G.R. No. L-48928)

Parties and Posture

Mita Pardo de Tavera filed the complaint below as plaintiff-appellant seeking reinstatement and damages.
Philippine Tuberculosis Society, Inc. and named directors were impleaded as defendants-appellees.
Alberto G. Romulo was sued as the person occupying the office to which petitioner alleged she was unlawfully removed.
The case arose from a judgment of the Court of First Instance of Rizal that petitioner appealed to the Court of Appeals and which the Court of Appeals certified to the Court because it raised only questions of law.

Key Facts

Plaintiff alleged continuous practice of medicine since 1945 and service as a member of the Society’s Board representing the Philippine Charity Sweepstakes Office.
Plaintiff alleged she was appointed Executive Secretary on April 27, 1973 and was summarily declared removed and her position declared vacant on May 29, 1974.
Defendants appointed Alberto Romulo to the position by an affirmative vote of seven directors with two abstentions and one objection at the May 29, 1974 meeting.
Minutes and a written appointment letter showed petitioner had been designated Acting Executive Secretary in 1972 and was informed of appointment effective April 27, 1973 without a fixed term.

Claims and Reliefs

Plaintiff prayed for reinstatement as Executive Secretary, back salaries and benefits, and damages including material, moral, and exemplary damages.
Plaintiff grounded her damages claims on Article 21 in relation to Article 32(6) of the New Civil Code and on constitutional guaranties including Section 6, Article II of the present Constitution and Section 1, Article IV of the present Constitution.
Plaintiff alternatively sought a declaration that the acts of certain directors were null and void and that the present Board should restore her to office.

Defendants' Contentions

Defendants denied illegal removal and asserted the Executive Secretary held office at the pleasure of the Board pursuant to the Society’s Code of By-Laws.
Defendants contended that the challenge to qualifications of certain directors was a collateral attack that should have been raised at their election and that a director acts at least as a de facto director.
Defendants asserted prescription and maintained that a quo warranto action must be brought within one year under Section 16, Rule 66.

Procedural History

Plaintiff filed the complaint on March 23, 1976 and an amended complaint on April 12, 1976.
A Motion to Dismiss raising lack of cause of action and prescription was filed and opposed by the plaintiff.
The court a quo on September 3, 1976 held the suit to be one for quo warranto and dismissed on grounds that plaintiff’s appointment was terminable at the pleasure of the Board.
The court a quo denied plaintiff’s motion for reconsideration on November 25, 1976 and later amended its order to treat the action principally as one for quo warranto thereby altering the appellate record procedure.
The Court of Appeals, by resolution dated August 8, 1978, certified the case to the Court as involving only questions of law.

Issues Presented

Whether the action filed by plaintiff was one for quo warranto or an action for damages.
Whether plaintiff was illegally removed from the office of Executive