Mita Pardo de Tavera vs. Philippine Tuberculosis Society, Inc.

An officer who holds office at the pleasure of the appointing power holds, in essence, a temporary appointment terminable at a moment's notice without need of cause, prior notice, or hearing; the replacement of such an officer is not a removal but an expiration of term, and the incumbent cannot invoke the protection against removal for cause. The absence of a fixed term in the appointment, as where the By-Laws provide that the officer shall hold office at the pleasure of the Board of Directors unless a term is fixed in a contract of employment, characterizes the appointment as one at pleasure.

The Philippine Tuberculosis Society, Inc. is a corporation whose officers are governed by its Code of By-Laws. Section 7.01 of the By-Laws provides that the executive officers of the Society shall be the President, a Vice-President, a Treasurer, an Executive Secretary, and an Auditor, with the Executive Secretary and Auditor appointed by the Board of Directors. Section 7.02 fixes the tenure of executive officers, expressly excepting the Executive Secretary and the Auditor, who "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 subjects all officers and employees to suspension or removal for sufficient cause by affirmative vote of a majority of all the members of the Board, except employees appointed at the pleasure of the appointing officer. Mita Pardo de Tavera was a doctor of Medicine and a recognized specialist in the treatment of tuberculosis, and sat on the Board of Directors in representation of the Philippine Charity Sweepstakes Office.

Mita Pardo de Tavera was a doctor of Medicine by profession and a recognized specialist in the treatment of tuberculosis, having practiced her profession continuously since 1945. She was a member of the Board of Directors of the Philippine Tuberculosis Society, Inc. in representation of the Philippine Charity Sweepstakes Office. On August 3, 1972, the Society's special meeting designated her as Acting Executive Secretary with an honorarium of P200.00 monthly, in view of the application of Dr. Jose Y. Buktaw for leave effective September 1, 1972 for 300 working days. This designation was formalized in Special Order No. 110, s. 1972, which stated that it would take effect on September 1, 1972 and "shall remain until further advice."

At the organizational meeting of the Society on April 25, 1973, the Chairman mentioned the need of appointing a permanent Executive Secretary, noting that Dr. Buktaw had tendered his application for optional retirement and that Dr. Mita Pardo de Tavera had been serving as Acting Executive Secretary while Dr. Buktaw was on terminal leave. Don Francisco Ortigas, Jr. moved, duly seconded, that Dr. Mita Pardo de Tavera be appointed Executive Secretary of the Philippine Tuberculosis Society, Inc., and the motion was unanimously approved. On April 27, 1973, she was informed in writing of the appointment by Dr. Miguel Canizares, President, for the Board of Directors, effective immediately, vice Dr. Jose Y. Buktaw, retired.

On May 29, 1974, the past Board of Directors removed her summarily from her position through the expedient of declaring her position vacant, without informing her of any lawful cause. Immediately thereafter, Alberto Romulo was appointed to the position by an affirmative vote of seven directors, with two abstentions and one objection. According to petitioner, defendants Pardo, Nubla, Garcia, and Adil were not members of the Society when they were elevated to the Board of Directors, were therefore not qualified to be elected as such, and consequently all their acts in the May 29, 1974 meeting were null and void. The defendants, for their part, denied that petitioner had been illegally removed, averring that under the Code of By-Laws the position of Executive Secretary is held at the pleasure of the Board of Directors and that when that pleasure is exercised, the incumbent simply vacates because her term has expired; they further maintained that Pardo, Nubla, Adil, and Garcia were members of the Society and qualified when elected, that any question as to the qualification of directors should have been raised at the time of their election and could not be raised collaterally, that such an action must be brought within one year from election, and that a director elected without the necessary qualification becomes at least a de facto director whose acts are as valid and binding as those of a de jure director.

The trial court found that petitioner had not been illegally removed or ousted from her position as Executive Secretary, since she held an appointment at the pleasure of the appointing power and her appointment was in essence temporary in nature, terminable at a moment's notice without need to show that the termination was for cause. It likewise found that her ouster could not be challenged on the ground that the acts of defendants Pardo, Adil, Nubla, and Garcia were null and void for lack of qualification, because the qualifications of the members of the Board of Directors who removed her could not be the subject of a collateral attack in the suit affecting title to the office of Executive Secretary.

• Nature of the Action: Petitioner maintained that the complaint is a suit for damages filed under the authority of Section 6, Article II of the present Constitution in relation to Articles 21 and 32(6) of the New Civil Code, and her constitutional right to equal protection of the law under Section 1, Article IV of the Constitution, and not an action for quo warranto subject to the one-year period under Section 16, Rule 66 of the Rules of Court.
• By-Laws, Laws, and Constitution: Petitioner argued that the lower court erred in not upholding the Society's By-Laws, the applicable laws, and the pertinent provisions of the Constitution.
• Civil Service Protection: Petitioner contended that the lower court erred in holding that she is not in the civil service and therefore not entitled to the guaranty against removal from office except for cause and after due process of law.

• Appointment at Pleasure: Respondents countered that under the Code of By-Laws of the Society, the position of Executive Secretary is held at the pleasure of the Board of Directors, and that when the pleasure is exercised, it only means that the incumbent has to vacate the same because her term has expired.
• Qualifications of Directors: Respondents argued that defendants Pardo, Nubla, Adil, and Garcia were, at the time of their election, members of the Society and qualified to be elected as members of the Board; that the question of qualification should have been raised at the time of their election; that it cannot be raised in a collateral action; that an action to question the qualifications of directors must be brought within one year from their election; and that a director elected without the necessary qualification becomes at least a de facto director whose acts are as valid and binding as those of a de jure director.
• Prescription: Respondents disputed the timeliness of the action, stating that an action to question one's ouster from a corporate office must be filed within one year from said ouster, and that if the suit were treated as one for damages, it would be premature under Section 16, Rule 66 of the Rules of Court.

• Nature of the Action: Whether the present suit is one for quo warranto, and thus required to be commenced within one year from ouster, or an action for damages governed by a different prescriptive period.
• Legality of Removal: Whether petitioner was illegally removed or ousted from her position as Executive Secretary of the Philippine Tuberculosis Society, Inc. in violation of the Code of By-Laws, the New Civil Code, and the pertinent provisions of the Constitution.
• Civil Service Protection: Whether petitioner is in the civil service and therefore entitled to the guaranty against removal from office except for cause and after due process of law.

• Nature of the Action: No, the suit is not one for quo warranto. The nature of an action is determined by the facts alleged in the complaint as constituting the cause of action, not by the defenses in the answer; since the respondents, except Alberto Romulo, were not actually holding the office in question, the suit could not be one for quo warranto, and the one-year period under Section 16, Rule 66 does not apply.
• Legality of Removal: No. Petitioner was not illegally removed, because under Section 7.02 of the Code of By-Laws the Executive Secretary holds office at the pleasure of the Board of Directors, and the Board's act of replacing her was an expiration of term rather than a removal requiring cause, prior notice, or hearing.
• Civil Service Protection: Unnecessary to resolve. Because there was no removal but merely an expiration of term under Section 7.02, the proscription against removal without just cause and due process under the Civil Service Law has no bearing on the case.

• Nature of the Action: The nature of an action filed in court is determined by the facts alleged in the complaint as constituting the cause of action, and not those averred as a defense in the defendant's answer; the theory adopted by the plaintiff in the complaint is one thing, and that adopted by the defendant in the answer another. The purpose of an action and the law governing it, including the period of prescription, are determined not by the claim of the party filing the action as made in argument or brief, but by the complaint itself, its allegations, and its prayer for relief, citing Rone vs. Claro and Baguioro vs. Barrios. While the complaint questioned petitioner's removal from the position of Executive Secretary and sought reinstatement, the nature of the suit was not necessarily one of quo warranto. The complaint alleged a violation of petitioner's rights under the By-Laws of the Society, the Civil Code, and the Constitution, rendering the individuals responsible accountable for damages, as shown by the allegations invoking Articles 21 and 32(6) of the New Civil Code and the constitutional guarantees of due process and equal protection. The action was not only against Alberto Romulo, the person appointed in her stead, but also against the Society and the past and present members of the Board; Romulo was sued as the present occupant of the office and not to hold him accountable for damages, since he did not participate in the alleged illegal removal. The action was primarily against the Society and the past members of the Board responsible for her removal, with the present Board impleaded merely to enable it to act on the relief of reinstatement. Because the respondents, except Romulo, were not actually holding the office in question, the suit could not be one for quo warranto, and the one-year period fixed in Section 16, Rule 66 of the Revised Rules of Court, counted from the date of ouster, did not apply. The action had to be brought within four years under Article 1146 of the New Civil Code, following Valencia vs. Cebu Portland Cement Co., a case involving a plaintiff separated from employment for alleged unjustifiable causes.

• Legality of Removal: Although the action was not barred by the statute of limitations, it would not prosper. Petitioner was not illegally removed or ousted from her position as Executive Secretary in violation of the Code of By-Laws, the New Civil Code, and the pertinent provisions of the Constitution. It was undisputed that the Executive Secretary is an officer of the Society under Section 7.01 of the Code of By-Laws. Petitioner contended that she was subject to removal under Section 7.04, which allows suspension or removal for sufficient cause, but respondents correctly invoked Section 7.02, which provides that the Executive Secretary, the Auditor, and all other officers and employees 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. The records showed that petitioner was designated Acting Executive Secretary in August 1972 with an honorarium of P200.00 monthly, formalized in Special Order No. 110, s. 1972, which stated that the designation would take effect on September 1, 1972 and "shall remain until further advice." At the organizational meeting of April 25, 1973, the Chairman mentioned the need of appointing a permanent Executive Secretary, and petitioner was appointed Executive Secretary, the motion having been unanimously approved; she was informed in writing on April 27, 1973. Although the minutes of the organizational meeting showed that the Chairman mentioned the need of appointing a "permanent" Executive Secretary, that statement alone could not characterize the appointment without a contract of employment definitely fixing her term, because of the specific provision of Section 7.02; the word "permanent" could have been used merely to distinguish the appointment from one in an acting capacity. The absence of a fixed term in the letter informing petitioner of her appointment was significant and could have no other implication than that she held an appointment at the pleasure of the appointing power. An appointment held at the pleasure of the appointing power is in essence temporary in nature and co-extensive with the desire of the Board of Directors. Hence, when the Board opts to replace the incumbent, technically there is no removal but only an expiration of term, and in an expiration of term there is no need of prior notice, due hearing, or sufficient grounds before the incumbent can be separated from office; the protection afforded by Section 7.04 on removal of officers and employees could not be claimed by petitioner. The Court cited Mojilla vs. Marino, where an appointment terminable at any time without any proceedings at the pleasure of the appointing power was held to be temporary in essence and terminable at a moment's notice without need to show cause, and Paragas vs. Bernal, which distinguished removal from expiration of term, removal entailing the ouster of an incumbent before the expiration of his term. Petitioner could not seek relief from the general provisions of the New Civil Code on human relations nor from the fundamental principles of the Constitution on the preservation of human dignity, because while those provisions present basic principles to be observed for the rightful relationship between human beings and the stability of social order, they are merely guides for human conduct in the absence of specific legal provisions and definite contractual stipulations; the Code of By-Laws contained a specific provision governing the term of office of petitioner, which necessarily limited her rights under the New Civil Code and the Constitution upon acceptance of the appointment. Moreover, the act of the Board in declaring her position vacant was not only in accordance with the Code of By-Laws but also met the exacting standards of honesty and good faith, the meeting of May 29, 1974 having been called specifically to take up the unfinished business of the Reorganizational Meeting of the Board of April 30, 1974; the act could not be said to impart a dishonest purpose or moral obliquity but rather emanated from the desire of the Board to reorganize itself.

• Civil Service Protection: It was unnecessary to resolve the third assignment of error. The proscription against removal without just cause and due process of law under the Civil Service Law had no bearing on the case, because there was no removal in petitioner's case but merely an expiration of term pursuant to Section 7.02 of the Code of By-Laws. Whether or not petitioner fell within the protective mantle of the Civil Service Law was therefore immaterial and definitely unnecessary to resolve the case.

• Nature of an action is determined by the allegations of the complaint — The nature of an action filed in court is determined by the facts alleged in the complaint as constituting the cause of action, and not by those averred as a defense in the defendant's answer; the purpose of the action and the law governing it, including the period of prescription, are determined by the complaint itself, its allegations, and its prayer for relief, not by the claim of the party made in argument or brief. The Court applied this doctrine to hold that although the complaint sought reinstatement, the suit was not necessarily one for quo warranto because the allegations grounded the cause of action on violations of the By-Laws, the Civil Code, and the Constitution rendering the responsible individuals liable for damages.
• Appointment at the pleasure of the appointing power — An appointment held at the pleasure of the appointing power is in essence temporary in nature and co-extensive with the desire of the appointing authority. The absence of a fixed term in the appointment, where the By-Laws provide that the officer shall hold office at the pleasure of the Board unless a term is fixed in a contract of employment, characterizes the appointment as one at pleasure. The Court applied this to the Executive Secretary of the Society under Section 7.02 of the Code of By-Laws, holding that she could be separated at a moment's notice without need to show cause.
• Expiration of term distinguished from removal — When the appointing power opts to replace an incumbent holding office at its pleasure, technically there is no removal but only an expiration of term; in an expiration of term, there is no need of prior notice, due hearing, or sufficient grounds before the incumbent can be separated from office. Removal, by contrast, entails the ouster of an incumbent before the expiration of his term. The Court applied this distinction to hold that the protection against removal for cause under Section 7.04 of the By-Laws could not be claimed by petitioner.
• Specific contractual or by-law provisions prevail over general Civil Code and constitutional principles — The general provisions of the New Civil Code on human relations and the fundamental principles of the Constitution on the preservation of human dignity are merely guides for human conduct in the absence of specific legal provisions and definite contractual stipulations. Where the Code of By-Laws contains a specific provision governing the term of office of the officer, that provision necessarily limits the officer's rights under the New Civil Code and the Constitution upon acceptance of the appointment. The Court applied this to reject petitioner's reliance on Articles 21 and 32(6) of the New Civil Code and the constitutional guarantees of due process and equal protection.

• "The nature of an action filed in court is determined by the facts alleged in the complaint as constituting the cause of action, and not those averred as a defense in the defendant's answer." — This passage states the ratio decidendi on the first issue, establishing that the characterization of the suit as one for quo warranto or for damages is controlled by the complaint's allegations rather than the answer, and thus governs the applicable prescriptive period.
• "An appointment held at the pleasure of the appointing power is in essence temporary in nature. It is co-extensive with the desire of the Board of Directors." — This is the canonical formulation of the appointment-at-pleasure doctrine as applied to the Executive Secretary under Section 7.02 of the Code of By-Laws, and is the core ground for rejecting petitioner's claim of illegal removal.
• "Hence, when the Board opts to replace the incumbent, technically there is no removal but only an expiration of term and in an expiration of term, there is no need of prior notice, due hearing or sufficient grounds before the incumbent can be separated from office." — This passage articulates the distinction between removal and expiration of term, which is the decisive rationale for denying petitioner the protection against removal for cause under Section 7.04 of the By-Laws.
• "While these provisions present some basic principles that are to be observed for the rightful relationship between human beings and the stability of social order, these are merely guides for human conduct in the absence of specific legal provisions and definite contractual stipulations." — This passage defines the relationship between general Civil Code and constitutional principles and specific by-law provisions, holding that the latter limit the officer's rights upon acceptance of the appointment.

• Rone vs. Claro, L-4472, May 8, 1952, 91 Phil. 250 — Cited as controlling authority for the rule that the nature of an action and the law governing it, including the period of prescription, are determined by the complaint itself, its allegations, and its prayer for relief, rather than by the claim of the party in argument or brief.
• Baguioro vs. Barrios, 77 Phil. 120 — Cited for the rule that if the relief demanded is not the proper one which may be granted under the law, it does not characterize or determine the nature of the plaintiff's action; the relief to which the plaintiff is entitled based on the facts alleged, although not the relief demanded, determines the nature of the action.
• Valencia vs. Cebu Portland Cement Co., L-13715, December 23, 1959, 106 Phil. 732 — Followed for the rule that an action by a plaintiff separated from employment for alleged unjustifiable causes is one for injury to the rights of the plaintiff and must be brought within four years under Article 1146 of the New Civil Code.
• Mojilla vs. Marino, 13 SCRA 293 — Cited as controlling precedent holding that an appointment terminable at any time without any proceedings at the pleasure of the appointing power is, though not technically a temporary appointment, temporary in essence and terminable at a moment's notice without need to show cause.
• Paragas vs. Bernal, 17 SCRA 150 — Cited for the distinction between removal and expiration of term, holding that where an officer holds office at the pleasure of the appointing power, his term expires at any time the appointing power may so declare, and this is not removal, which entails ouster of an incumbent before the expiration of his term.

• Section 7.01, Code of By-Laws of the Philippine Tuberculosis Society, Inc. — Provides that the executive officers of the Society shall be the President, a Vice-President, a Treasurer, an Executive Secretary, and an Auditor, with the Executive Secretary and Auditor appointed by the Board of Directors. Cited to establish that the Executive Secretary is an officer of the Society.
• Section 7.02, Code of By-Laws of the Philippine Tuberculosis Society, Inc. — Provides that all executive officers except the Executive Secretary and the Auditor shall be elected for a term of one year and hold office until their successors are elected and qualified, while the Executive Secretary, the Auditor, and all other officers and employees 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. This was the decisive provision: because no fixed term was stipulated, petitioner held office at the pleasure of the Board, and her replacement was an expiration of term.
• Section 7.04, Code of By-Laws of the Philippine Tuberculosis Society, Inc. — Provides that all officers and employees shall be subject to suspension or removal for sufficient cause at any time by affirmative vote of a majority of all the members of the Board of Directors, except employees appointed by the President alone or by other officers alone at the pleasure of the appointing officer. Petitioner invoked this provision, but the Court held its protection could not be claimed because her case involved an expiration of term, not a removal.
• Article 1146, New Civil Code — Governs the four-year prescriptive period for actions upon an injury to the rights of the plaintiff. Applied to hold that the action, being one for damages rather than quo warranto, was not barred by the statute of limitations.
• Articles 21 and 32(6), New Civil Code — Invoked by petitioner as the statutory basis for her claim for material, moral, and exemplary damages arising from the alleged unfair and malicious removal. The Court held these general provisions could not prevail over the specific provision of the Code of By-Laws governing the term of office of petitioner.
• Section 16, Rule 66, Revised Rules of Court — Fixes the one-year period within which a petition for quo warranto must be filed, counted from the date of ouster. Held inapplicable because the suit was not one for quo warranto.
• Section 6, Article II, and Section 1, Article IV, 1973 Constitution — Invoked by petitioner as the constitutional basis for her action for damages and her right to equal protection of the law. The Court held these general constitutional principles were merely guides for human conduct in the absence of specific legal provisions and definite contractual stipulations, and were limited by the specific provision of the Code of By-Laws upon her acceptance of the appointment.

Teehankee (Chairman), Fernandez, and Plana, JJ., concur. Makasiar, J., in the result. Melencio-Herrera, J., no part.