Case Summary (G.R. No. 121143)
Positions and Appointment
On October 30, 1990, the Board of Trustees appointed petitioner Tabang as Medical Director and Hospital Administrator via a memorandum. Although the remuneration details were not specified in the memorandum, petitioner claimed she received a monthly retainer of ₱5,000 from the private respondent, which allegedly stopped in November 1991. Her duties included managing the medical center's affairs and daily operations.
Alleged Removal and Legal Action
On May 1, 1993, petitioner was informed by Dr. Ernesto Naval that a Board resolution dated April 30, 1993, had relieved her of her posts, appointing Dr. Naval as Acting Medical Director and Dr. Benjamin Donasco as Acting Hospital Administrator. Petitioner received a copy of this resolution. Subsequently, on June 6, 1993, she filed a complaint for illegal dismissal and non-payment of wages, allowances, and 13th-month pay before the labor arbiter.
Respondent’s Motion to Dismiss and Jurisdictional Issue
Respondent Pamana Golden Care Medical Center Foundation, Inc. moved to dismiss the complaint for lack of jurisdiction, arguing the dismissal concerned intra-corporate matters governed by the exclusive jurisdiction of the Securities and Exchange Commission (SEC), since petitioner’s role as Medical Director and Administrator was integrally linked to her position as Board member. Petitioner contended that her positions were separate from her trusteeship and that she filed the complaint as an employee, not as a trustee.
Labor Arbiter’s Ruling
On April 26, 1994, the labor arbiter dismissed the complaint, ruling lack of jurisdiction, and held the dispute as falling under the exclusive jurisdiction of the SEC pursuant to Section 5 of Presidential Decree No. 902-A.
NLRC Affirmation on Appeal
The NLRC affirmed the dismissal, emphasizing that the position of Medical Director and Hospital Administrator is essentially an executive corporate position. Therefore, petitioner's alleged removal constituted an intra-corporate controversy within the SEC’s original and exclusive jurisdiction.
Supreme Court’s Analysis on Jurisdiction
The Supreme Court concurred with the NLRC, confirming that the controversy pertained to an intra-corporate dispute, which is under the SEC’s jurisdiction. It noted that under the corporation’s bylaws, the Board of Trustees possessed the power to appoint officers such as the Medical Director and Hospital Administrator, affirming these roles as corporate offices rather than mere employment positions.
Corporate Officers vs. Employees Distinction
The Court clarified that corporate officers are appointed by the board and are integral to corporate governance, whereas employees do not hold corporate offices and are generally employed by managing officers. Since petitioner was appointed by the Board, she was deemed a corporate officer, and thus Section 5(c) of PD No. 902-A, which grants the SEC exclusive jurisdiction over controversies involving corporate officers, applied.
Status of Monthly ₱5,000 Payment
The Court examined petitioner’s claim regarding the monthly ₱5,000 retainer, finding the vouchers indicated payments from Pamana, Inc., a stock and for-profit corporation distinct from the non-stock respondent medical foundation. Pamana, Inc. sells pre-need health care plans under the Pamana Golden Care Plan, for which petitioner acted as a retained physician. Therefore, the payments were not remuneration from the respondent corporation but fees for medical services rendered to Pamana Golden Care cardholders.
Impact of Payment Claims on Jurisdiction
Even if the monthly payment were validly claimed against the respondent corporation, the Court held that this alone
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Background and Procedural History
- Petitioner Purificacion G. Tabang, a founding member, Board of Trustees member, and corporate secretary of Pamana Golden Care Medical Center Foundation, Inc. (a non-stock medical services corporation), was appointed by the Board on October 30, 1990, as Medical Director and Hospital Administrator.
- Although the appointment memorandum did not specify remuneration, petitioner claimed she received a monthly retainer fee of ₱5,000.00 allegedly paid by Pamana Golden Care but ceased in November 1991.
- Petitioner's duties as Medical Director and Hospital Administrator involved management and administration of the medical center's daily operations.
- On May 1, 1993, petitioner was verbally informed by Dr. Ernesto Naval that a Board resolution dated April 30, 1993, relieved her from her posts and appointed others as acting Medical Director and Hospital Administrator.
- Petitioner filed a complaint for illegal dismissal and non-payment of wages, allowances, and 13th month pay before the labor arbiter on June 6, 1993.
- The respondent corporation moved to dismiss the complaint citing lack of jurisdiction, asserting the dispute as an intra-corporate controversy under the exclusive jurisdiction of the Securities and Exchange Commission (SEC).
- The labor arbiter dismissed the complaint for lack of jurisdiction on April 26, 1994, and the Commission, upon appeal, affirmed the dismissal on June 26, 1995, emphasizing that the position was corporate and executive in nature.
- Petitioner filed a certiorari petition before the Supreme Court challenging the jurisdictional dismissal of her illegal dismissal and money claims.
Issue on Jurisdiction
- The core issue involves the appropriate forum having jurisdiction over petitioner's complaint against her removal as Medical Director and Hospital Administrator and related monetary claims.
- Respondents maintain that the case is an intra-corporate controversy involving corporate officers, thus falling within the exclusive jurisdiction of the SEC under Section 5 of Presidential Decree No. 902-A.
- Petitioner contends her roles as Medical Director and Hospital Administrator are separate and distinct from her position as a Board member, and that she filed the complaint in her capacity as an employee, making the labor arbiter the proper forum.
Position of the Petitioner within the Corporation
- Petitioner was not a mere employee but was appointed to her executive roles directly by the Board of Trustees through a formal memorandum dated October 30, 1990.
- The Board of Trustees’ memorandum implied petitioner's function a