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WHEREFORE, we DENY the petition. We AFFIRM the

29 September 2004 Decision and 2 March 2006 Resolution
of the Court of Appeals in CA-G.R. SP No. 79475.
SO ORDERED.

Leonardo-De Castro,** Brion, Del Castillo and Abad,

JJ., concur.

Petition denied, judgment and resolution affirmed.

Note.—It is a well-settled rule that one who has been

injured by a wrongful attachment can recover damages for
the actual loss resulting therefrom. (Philippine Commercial
International Bank vs. Alejandro, 533 SCRA 738 [2007])
——o0o——

G.R. No. 174044. November 27, 2009.*

GLORIA V. GOMEZ, petitioner, vs. PNOC

DEVELOPMENT AND MANAGEMENT CORPORATION
(PDMC)—(formerly known as FILOIL DEVELOPMENT
AND MANAGEMENT CORPORATION [FDMC]),
respondent.

Labor Law; Corporation Law; Words and Phrases; Ordinary

company employees and corporate officers distinguished.—
Ordinary company employees are generally employed not by
action of the directors and stockholders but by that of the
managing officer of the corporation who also determines the
compensation to be paid such employees. Corporate officers, on
the other

_______________

**  Designated additional member per Special Order No. 776.

* SECOND DIVISION.

188

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Gomez vs. PNOC Development and Management Corporation

(PDMC)

hand, are elected or appointed by the directors or stockholders,

and are those who are given that character either by the
Corporation Code or by the corporation’s by-laws.
Same; Same; The relationship of a person to a corporation
whether as officer or agent or employee is not determined by the
nature of the services he performs but by the incidents of his
relationship with the corporation as they actually exist.—But the
relationship of a person to a corporation, whether as officer or
agent or employee, is not determined by the nature of the services
he performs but by the incidents of his relationship with the
corporation as they actually exist. Here, respondent PDMC hired
petitioner Gomez as an ordinary employee without board approval
as was proper for a corporate officer. When the company got her
the first time, it agreed to have her retain the managerial rank
that she held with Petron. Her appointment paper said that she
would be entitled to all the rights, privileges, and benefits that
regular PDMC employees enjoyed. This is in sharp contrast to
what the former PDMC president’s appointment paper stated: he
was elected to the position and his compensation depended on the
will of the board of directors.
Same; Same; Estoppel—The principle of estoppel applies to
corporations as well.—Estoppel, an equitable principle rooted on
natural justice, prevents a person from rejecting his previous acts
and representations to the prejudice of others who have relied on
them. This principle of law applies to corporations as well. The
PDMC in this case is estopped from claiming that despite all the
appearances of regular employment that it weaved around
petitioner Gomez’s position it must have technically hired her
only as a corporate officer. The board and its officers made her
stay on and work with the company for years under the belief that
she held a regular managerial position.
Same; Same; Same; A corporation is not prohibited from
hiring a corporate officer to perform services under circumstances
which will make him an employee.—That petitioner Gomez served
concurrently as corporate secretary for a time is immaterial. A
corporation is not prohibited from hiring a corporate offi-

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cer to perform services under circumstances which will make him

an employee. Indeed, it is possible for one to have a dual role of
officer and employee. In Elleccion Vda. de Lecciones v. National
Labor Relations Commission, 600 SCRA 272 (2009), the Court
upheld NLRC jurisdiction over a complaint filed by one who
served both as corporate secretary and administrator, finding that
the money claims were made as an employee and not as a
corporate officer.

PETITION for review on certiorari of the decision and

resolution of the Court of Appeals.
   The facts are stated in the opinion of the Court.
  Puno & Associates Law Office for petitioner.
  The Government Corporate Counsel for respondent.

ABAD, J.:
This case is about what distinguishes a regular company
manager performing important executive tasks from a
corporate officer whose election and functions are governed
by the company’s by-laws.

The Facts and the Case

Petitioner Gloria V. Gomez used to work as Manager of

the Legal Department of Petron Corporation, then a
government-owned corporation. With Petron’s
privatization, she availed of the company’s early retirement
program and left that organization on April 30, 1994. On
the following day, May 1, 1994, however, Filoil Refinery
Corporation (Filoil), also a government-owned corporation,
appointed her its corporate secretary and legal counsel,1
with the same managerial rank, compensation, and
benefits that she used to enjoy at Petron.

_______________

1 Rollo, p. 206.

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But Filoil was later on also identified for privatization.

To facilitate its conversion, the Filoil board of directors
created a five-member task force headed by petitioner

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Gomez who had been designated administrator.2 While

documenting Filoil’s assets, she found several properties
which were not in the books of the corporation.
Consequently, she advised the board to suspend the
privatization until all assets have been accounted for.
With the privatization temporarily shelved, Filoil
underwent reorganization and was renamed Filoil
Development Management Corporation (FDMC), which
later became the respondent PNOC Development
Management Corporation (PDMC). When this happened,
Gomez’s task force was abolished and its members,
including Gomez, were given termination notices on March
5, 1996.3 The matter was then reported to the Department
of Labor and Employment on March 7, 1996.4
Meantime, petitioner Gomez continued to serve as
corporate secretary of respondent PDMC. On September
23, 1996 its president re-hired her as administrator and
legal counsel of the company.5 In accordance with company
guidelines, it credited her the years she served with the
Filoil task force. On May 24, 1998, the next president of
PDMC extended her term as administrator beyond her
retirement age,6 pursuant to his authority under the
PDMC Approvals Manual.7 She was supposed to serve

_______________

2 Id., at pp. 346-347.

3 Id., at p. 221.
4 Id., at p. 222.
5 Id., at p. 223.
6 Id., at p. 224.
7  Id., at p. 225. Authority Item 17 (f), Subject 1, Section 4 of the
Approvals Manual states that the president is authorized to waive
company policy on extension of services of employees beyond normal
retirement age.

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beyond retirement from August 11, 1998 to August 11,

2004. Meantime, a new board of directors for PDMC took
over the company.
On March 29, 1999 the new board of directors of
respondent PDMC removed petitioner Gomez as corporate
secretary. Further, at the board’s meeting on October 21,
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1999 the board questioned her continued employment as

administrator. In answer, she presented the former
president’s May 24, 1998 letter that extended her term.
Dissatisfied with this, the board sought the advice of its
legal department, which expressed the view that Gomez’s
term extension was an ultra vires act of the former
president. It reasoned that, since her position was
functionally that of a vice-president or general manager,
her term could be extended under the company’s by-laws
only with the approval of the board. The legal department
held that her “de facto” tenure could be legally put to an
end.8
Sought for comment, the Office of the Government
Corporate Counsel (OGCC) held the view that while
respondent PDMC’s board did not approve the creation of
the position of administrator that Gomez held, such action
should be deemed ratified since the board had been aware
of it since 1994. But the OGCC ventured that the extension
of her term beyond retirement age should have been made
with the board’s approval.9
Petitioner Gomez for her part conceded that as corporate
secretary, she served only as a corporate officer. But, when
they named her administrator, she became a regular
managerial employee. Consequently, the respondent
PDMC’s board did not have to approve either her
appointment as such or the extension of her term in 1998.

_______________

8 Id., at pp. 515-517.

9 Id., at pp. 685-690.

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Pending resolution of the issue, the respondent PDMC’s

board withheld petitioner Gomez’s wages from November
16 to 30, 1999, prompting her to file a complaint for non-
payment of wages, damages, and attorney’s fees with the
Labor Arbiter on December 8, 1999.10 She later amended
her complaint to include other money claims.11
In a special meeting held on December 29, 1999 the
respondent PDMC’s board resolved to terminate petitioner
Gomez’s services retroactive on August 11, 1998, her
retirement date.12 On January 5, 2000 the board informed
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petitioner of its decision.13 Thus, she further amended her

complaint to include illegal dismissal.14
Respondent PDMC moved to have petitioner Gomez’s
complaint dismissed on ground of lack of jurisdiction. The
Labor Arbiter granted the motion15 upon a finding that
Gomez was a corporate officer and that her case involved
an intra-corporate dispute that fell under the jurisdiction of
the Securities and Exchange Commission (SEC) pursuant
to Presidential Decree (P.D.) 902-A.16 On motion for
reconsideration, the National Labor Relations Commission
(NLRC) Third Division set aside the Labor Arbiter’s order

_______________

10 Id., at p. 226. Docketed as NLRC NCR (SOUTH) 30-12-00856-99.

11 Id., at p. 227.
12 Id., at pp. 526-527.
13 Id., at pp. 523-525.
14 Id., at p. 331.
15 Id., at pp. 332-342. Penned by Labor Arbiter Jose G. De Vera.
16  P.D. 902-A states that the following cases fall under the exclusive
jurisdiction of the SEC:
xxxx
c) Controversies in the election or appointment of directors, trustees,
officers, or managers of such corporations, partnerships or associations;
xxxx

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and remanded the case to the arbitration branch for

further proceedings.17 The Third Division held that Gomez
was a regular employee, not a corporate officer; hence, her
complaint came under the jurisdiction of the Labor Arbiter.
Upon elevation of the matter to the Court of Appeals
(CA) in CA-G.R. SP 88819, however, the latter rendered a
decision on May 19, 2006,18 reversing the NLRC decision.
The CA held that since Gomez’s appointment as
administrator required the approval of the board of
directors, she was clearly a corporate officer. Thus, her
complaint is within the jurisdiction of the Regional Trial
Court (RTC) under P.D. 902-A, as amended by Republic Act
(R.A.) 8799.19 With the denial of her motion for
reconsideration,20 Gomez filed this petition for review on
certiorari under Rule 45.
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The Issue Presented

The key issue in this case is whether or not petitioner

Gomez was, in her capacity as administrator of respondent
PDMC, an ordinary employee whose complaint for illegal

_______________

17 Rollo, pp. 112-119. Penned by Commissioner Ireneo B. Bernardo and

concurred in by Presiding Commissioner Lourdes C. Javier and
Commissioner Tito F. Genilo.
18  Id., at pp. 70-75. Penned by Associate Justice Arcangelita M.
Romilla-Lontok and concurred in by Associate Justices Marina L. Buzon
and Aurora Santiago-Lagman.
19  Section 5.2 of R.A. 8799 (the Securities Regulation Code, July 19,
2000) provides:
The Commission’s jurisdiction over all cases enumerated under Section
5 of Presidential Decree No. 902-A is hereby transferred to the Courts of
general jurisdiction or the appropriate Regional Trial Court: Provided,
That the Supreme Court in the exercise of its authority may designate the
Regional Trial Court branches that shall exercise jurisdiction over the
cases x x x.
20 Rollo, p. 111.

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dismissal and non-payment of wages and benefits is within

the jurisdiction of the NLRC.

The Court’s Ruling

Ordinary company employees are generally employed

not by action of the directors and stockholders but by that
of the managing officer of the corporation who also
determines the compensation to be paid such employees.21
Corporate officers, on the other hand, are elected or
appointed22 by the directors or stockholders, and are those
who are given that character either by the Corporation
Code or by the corporation’s by-laws.23
Here, it was the PDMC president who appointed
petitioner Gomez administrator, not its board of directors
or the stockholders. The president alone also determined
her compensation package. Moreover, the administrator
was not among the corporate officers mentioned in the

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PDMC by-laws. The corporate officers proper were the

chairman, president, executive vice-president, vice-
president, general manager, treasurer, and secretary.24
Respondent PDMC claims, however, that since its board
had under its by-laws the power to create additional
corporate offices, it may be deemed to have simply ratified
its president’s creation of the corporate position of
administrator.25 But creating an additional corporate office
was defi-

_______________

21 Easycall Communications Phils., Inc. v. King, G.R. No. 145901,

December 15, 2005, 478 SCRA 102, 110.
22  See Nacpil v. Intercontinental Broadcasting Corporation, 429 Phil.
410, 418; 379 SCRA 653, 658 (2002).
23 Supra note 21, at 109.
24 Rollo, p. 418.
25  Id., at p. 419. Under Article VI, Section 1(b) of the by-laws, the
board may appoint such other officers as it deems necessary.

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nitely not respondent PDMC’s intent based on its several

actions concerning the position of administrator.
Respondent PDMC never told Gomez that she was a
corporate officer until the tail-end of her service after the
board found legal justification for getting rid of her by
consulting its legal department and the OGCC which
supplied an answer that the board obviously wanted.
Indeed, the PDMC president first hired her as
administrator in May 1994 and then as
“administrator/legal counsel” in September 1996 without a
board approval. The president even extended her term in
May 1998 also without such approval. The company’s
mindset from the beginning, therefore, was that she was
not a corporate officer.
Respondent PDMC of course claims that as
administrator petitioner Gomez performed functions that
were similar to those of its vice-president or its general
manager, corporate positions that were mentioned in the
company’s by-laws. It points out that Gomez was third in
the line of command, next only to the chairman and

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president,26 and had been empowered to make major

decisions and manage the affairs of the company.
But the relationship of a person to a corporation,
whether as officer or agent or employee, is not determined
by the nature of the services he performs but by the
incidents of his relationship with the corporation as they
actually exist.27 Here, respondent PDMC hired petitioner
Gomez as an ordinary employee without board approval as
was proper for a corporate officer. When the company got
her the first time, it agreed to have her retain the
managerial rank that she held with Petron. Her
appointment paper said that she would be entitled to all
the rights, privi-

_______________

26 CA Rollo, p. 224.

27 Supra note 22, at 418-419.

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leges, and benefits that regular PDMC employees

enjoyed.28 This is in sharp contrast to what the former
PDMC president’s appointment paper stated: he was
elected to the position and his compensation depended on
the will of the board of directors.29
What is more, respondent PDMC enrolled petitioner
Gomez with the Social Security System, the Medicare, and
the Pag-Ibig Fund. It even issued certifications dated
October 10, 2008,30 stating that Gomez was a permanent
employee and that the company had remitted combined
contributions during her tenure. The company also made
her a member of the PDMC’s savings and provident plan31
and its retirement plan.32 It grouped her with the
managers covered by the company’s group hospitalization
insurance.33 Likewise, she underwent regular employee
performance appraisals,34 purchased stocks through the
employee stock option plan,35 and was entitled to vacation
and emergency leaves.36 PDMC even withheld taxes on her
salary and declared her as an employee in the official
Bureau of Internal Revenue forms.37 These are all indicia
of an employer-employee relationship which respondent
PDMC failed to refute.

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Estoppel, an equitable principle rooted on natural

justice, prevents a person from rejecting his previous acts
and representations to the prejudice of others who have
relied

_______________

28 Rollo, p. 223.
29 Id., at p. 395.
30 Id., at pp. 800-804.
31 Id., at pp. 663-666.
32 Id., at p. 652.
33 Id., at pp. 661-662.
34 Id., at pp. 650-651.
35 Id., at pp. 671-672.
36 Id., at pp. 669-670.
37 Id., at pp. 658-660.

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on them.38 This principle of law applies to corporations as

well. The PDMC in this case is estopped from claiming that
despite all the appearances of regular employment that it
weaved around petitioner Gomez’s position it must have
technically hired her only as a corporate officer. The board
and its officers made her stay on and work with the
company for years under the belief that she held a regular
managerial position.
That petitioner Gomez served concurrently as corporate
secretary for a time is immaterial. A corporation is not
prohibited from hiring a corporate officer to perform
services under circumstances which will make him an
employee.39 Indeed, it is possible for one to have a dual role
of officer and employee. In Elleccion Vda. De Lecciones v.
National Labor Relations Commission,40 the Court upheld
NLRC jurisdiction over a complaint filed by one who served
both as corporate secretary and administrator, finding that
the money claims were made as an employee and not as a
corporate officer.
WHEREFORE, the Court GRANTS the petition,
REVERSES and SETS ASIDE the decision dated May 19,
2006 and the resolution dated August 15, 2006 of the Court
of Appeals in CA-G.R. SP 88819, and REINSTATES the

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resolution dated November 22, 2002 of the National Labor

Relations Commission’s Third Division in NLRC NCR 30-
12-00856-99. Let the records of this case be RE-

_______________

38  Philippine National Bank v. Palma, G.R. No. 157279, August 9,

2005, 466 SCRA 307, 324.
39 Rural Bank of Coron (Palawan), Inc. v. Cortes, G.R. No. 164888,
December 6, 2006, 510 SCRA 443, 450; citing Mainland Construction Co.,
Inc. v. Movilla, G.R. No. 118088, November 23, 1995, 250 SCRA 290, 296.
40 G.R. No. 184735, September 17, 2009, 600 SCRA 272.

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