Wesleyan University-Philippines vs. Maglaya

The dismissal of a corporate officer is an intra-corporate dispute falling under the jurisdiction of the Regional Trial Court, not the labor tribunals. A person is a corporate officer if their position is created by the corporation's charter or by-laws and they are elected or appointed by the board of directors or stockholders.

WUP is a non-stock, non-profit educational corporation. Maglaya was appointed as a corporate member and elected to its Board of Trustees. In 2005, he was elected University President for a five-year term. In 2009, the appointing authority (the Bishops of the United Methodist Church) appointed new corporate members and trustees, who then appointed a new University President, effectively terminating Maglaya. Maglaya subsequently filed a complaint for illegal dismissal.

• Filed illegal dismissal case with the Labor Arbiter (LA).
• LA dismissed the case for lack of jurisdiction, ruling Maglaya was a corporate officer.
• NLRC reversed the LA, assumed jurisdiction, and awarded backwages and other benefits.
• CA dismissed WUP's petition for certiorari on the ground that the NLRC decision had become final and executory.
• SC granted WUP's petition, reversed the CA, and reinstated the LA's dismissal.

• WUP's Amended By-Laws (1988) provide for the position of "President of Wesleyan University-Philippines" under Article VIII.
• The President is an honorary member of the Board of Trustees and is appointed by the Board.
• Maglaya was appointed President in 2005 for a five-year term.
• In April 2009, a newly constituted Board appointed a new President, terminating Maglaya.
• Maglaya filed an illegal dismissal case, claiming he was an employee with a fixed term and salary.

• Maglaya was a corporate officer because his position was created by the by-laws and he was appointed by the Board.
• The NLRC had no jurisdiction; the case was an intra-corporate controversy cognizable by the RTC.
• The CA erred in dismissing the certiorari petition based on finality, as the remedy against a final NLRC decision is a special civil action for certiorari under Rule 65.

• He was a mere employee, evidenced by his appointment (not election), fixed salary, allowances, and benefits.
• The labor tribunals had jurisdiction over his illegal dismissal complaint.
• The NLRC decision had become final and executory, barring further review.

• Procedural Issues: Whether the CA correctly dismissed WUP's petition for certiorari on the ground that the NLRC decision was already final and executory.
• Substantive Issues: Whether Maglaya is a corporate officer or a mere employee, and consequently, whether the NLRC had jurisdiction over his illegal dismissal complaint.

• Procedural: The SC ruled the CA erred. A final and executory NLRC decision may still be assailed via a Rule 65 petition for certiorari filed within 60 days from notice of the denial of the motion for reconsideration. WUP timely filed its petition.
• Substantive: The SC ruled Maglaya is a corporate officer. His position was created by the WUP by-laws, and he was appointed by the Board. Therefore, his dismissal is an intra-corporate dispute under the jurisdiction of the RTC (pursuant to Sec. 5(c) of P.D. 902-A, as amended by R.A. 8799). The NLRC had no jurisdiction, and its decision was void.

• Test for Determining a Corporate Officer — An individual is a corporate officer (as opposed to an employee) if: (1) the position is created by the corporation's charter or by-laws, and (2) the officer is elected or appointed by the board of directors or stockholders. Both requisites must concur.
• Intra-Corporate Controversy — The dismissal of a corporate officer is always a corporate act and an intra-corporate controversy, regardless of the reasons for the dismissal. Such cases fall under the exclusive original jurisdiction of the RTC.
• Immutability of Judgments & Jurisdictional Exception — While a final and executory judgment is generally immutable, a void judgment for want of jurisdiction is no judgment at all. It can never become final and may be challenged at any time.

• "A corporate officer's dismissal is always a corporate act, or an intra-corporate controversy... and the nature is not altered by the reason or wisdom with which the Board of Directors may have in taking such action."
• "It is only when the officer claiming to have been illegally dismissed is classified as such corporate officer that the issue is deemed an intra-corporate dispute which falls within the jurisdiction of the trial courts."

• Garcia v. Eastern Telecommunications Phils., Inc. — Cited for the definition of "corporate officers" as those designated as such by the Corporation Code or the corporation's by-laws.
• Tabang v. NLRC — Cited to distinguish between an "office" (created by charter/by-laws, filled by directors/stockholders) and an "employee" (employed by managing officers).
• St. Martin Funeral Home v. NLRC — Cited to establish that the proper remedy to assail a final NLRC decision is a special civil action for certiorari under Rule 65 filed with the CA.
• Leonor v. Court of Appeals — Cited for the doctrine that a void judgment for want of jurisdiction can never become final and any execution based on it is void.

• Section 5(c) of P.D. 902-A, as amended by R.A. 8799 (Securities Regulation Code) — Grants RTCs exclusive original jurisdiction over intra-corporate controversies, including those involving the election or appointment of corporate officers.
• Article 229 (formerly 223) of the Labor Code — Provides that NLRC decisions become final and executory after 10 calendar days from receipt.
• Rule 65 of the Rules of Court — Governs the special civil action for certiorari, the proper remedy to question a grave abuse of discretion amounting to lack or excess of jurisdiction by the NLRC.