Case Summary (G.R. No. 212774)
Key Individuals and Context
- Wesleyan University-Philippines (WUP), a non-stock, non-profit, non-sectarian educational corporation established April 28, 1948.
- Atty. Guillermo T. Maglaya, Sr., corporate member appointed January 1, 2004; trustee and university president.
- Incumbent Bishops of the United Methodist Church in the Philippines, responsible for appointing corporate members.
Petitioner and Respondent
- Petitioner: Wesleyan University-Philippines
- Respondent: Atty. Guillermo T. Maglaya, Sr.
Key Dates
- Maglaya’s initial term as corporate member and trustee: January 1 and 9, 2004 (five years).
- Presidency term: May 25, 2005 to May 24, 2010.
- Corporate terms expired December 31, 2008; Bishops notified November 28, 2008.
- New Board introduced April 24, 2009; Maglaya removed April 27, 2009.
- Labor Arbiter decision: September 20, 2011; NLRC decision: April 25, 2012; CA denial of certiorari: January 20, 2014; SC decision: January 23, 2017.
Applicable Law
- 1987 Philippine Constitution
- Presidential Decree No. 902-A, as amended by Republic Act No. 8799, Section 5(c)
- Corporation Code provisions on corporate officers (Section 25)
- Rule 65, Rules of Court (certiorari)
- Labor Code Articles 229 (former 223) and 297 (former 282)
Factual Background
Maglaya’s five-year terms as corporate member, trustee, and president expired December 31, 2008. Despite his request for renewal, the Bishops formed an Ad Hoc Committee and appointed a new board effective April 20, 2009. Maglaya’s services were terminated April 27, 2009.
Procedural History
Maglaya and fellow trustees filed for injunction and damages in RTC Cabanatuan (Branch 28); it was dismissed as a prohibited nuisance suit under the Interim Rules for Intra-Corporate Controversies. The CA affirmed. Maglaya then filed an illegal dismissal complaint before the Labor Arbiter, which was dismissed for lack of jurisdiction. The NLRC reversed, declaring him illegally dismissed and awarding separation pay, backwages, retirement pay, moral and exemplary damages, and attorney’s fees (total ₱2,505,208.75). WUP’s certiorari petition to the CA was denied as untimely.
Reviewability of NLRC Decisions
WUP challenged the CA’s refusal to entertain its Rule 65 petition against the NLRC decision, asserting that finality under Article 229 does not bar certiorari in the CA if filed within 60 days of notice. The Supreme Court confirmed that Rule 65 in the CA is the proper remedy to review NLRC decisions on jurisdictional and legal questions.
Definition of Corporate Officer versus Employee
Under PD 902-A and the Corporation Code, “corporate officers” include those positions mandated by law or by-laws (president, secretary, treasurer, and any others provided). Officers are elected by directors or corporate members; employees are hired by managing officers and lack an office created in the charter or by-laws.
By-Laws Provision on University President
WUP’s by-laws (November 28, 1988):
• Article VI(2): Board of Trustees includes the university president as an honorary member.
• Article VIII(1)(a) & (6): Establishes the president’s office, qualifications, duties (administration,
Case Syllabus (G.R. No. 212774)
Facts
- Wesleyan University-Philippines (WUP) is a non-stock, non-profit, non-sectarian educational corporation organized on April 28, 1948.
- Guillermo T. Maglaya, Sr. was appointed corporate member on January 1, 2004, and elected to WUP’s Board of Trustees on January 9, 2004, both for five-year terms.
- On May 25, 2005, Maglaya was elected President of WUP for a five-year term; he was re-elected trustee on May 25, 2007.
- By memorandum dated November 28, 2008, the United Methodist Church Bishops informed corporate members that their terms would expire on December 31, 2008 unless renewed.
- Maglaya and other incumbents sought renewal; on January 10, 2009, the Board Chairman advised the Bishops that vacancies could only be filled upon the Board’s recommendation.
- On March 25, 2009, Maglaya learned of an Ad Hoc Committee formed by the Bishops to effect a turnover under an alleged “gentleman’s agreement,” and of new corporate members and trustees appointed by the Bishops.
- WUP officers received formal notice on April 24, 2009 introducing the new Board, which had organized and elected officers on April 20, 2009.
- On April 27, 2009, Manuel Palomo, new Board Chairman, informed Maglaya of his termination as University President.
Procedural History
- April 2009: Maglaya and former Board members filed a Complaint for Injunction and Damages before the Regional Trial Court (RTC) of Cabanatuan City.
- August 19, 2009: The RTC dismissed the complaint as a prohibited nuisance or harassment suit under Section 1(b), Rule 1 of the Interim Rules for Intra-Corporate Controversies, holding that their corporate membership and Board seats expired December 31, 2008.
- March 15, 2011: The Court of Appeals (CA) affirmed the RTC’s dismissal and denied the petition for certiorari.
- March 22, 2011: Maglaya filed an i