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    Module 2 Case 89

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    Jun Bill Cercado
    This case discusses whether Ricardo Coros was a corporate officer of Matling. Matling claimed Coros was a corporate officer, giving jurisdiction over his illegal dismissal complaint to the Securities and Exchange Commission (SEC, now the Regional Trial Court). However, Coros argued he was an employee, not a corporate officer. The Supreme Court agreed with Coros, finding that to be a corporate officer under the Corporation Code, one must be expressly appointed to the position by the board of directors in the by-laws. Since Coros was appointed by the general manager, not the board, and the by-laws did not list his position, he was not a corporate officer and jurisdiction belonged with the National Labor Relations Commission, not the

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    Module 2 Case 89

    Uploaded by

    Jun Bill Cercado
    30 views2 pages
    This case discusses whether Ricardo Coros was a corporate officer of Matling. Matling claimed Coros was a corporate officer, giving jurisdiction over his illegal dismissal complaint to the Securities and Exchange Commission (SEC, now the Regional Trial Court). However, Coros argued he was an employee, not a corporate officer. The Supreme Court agreed with Coros, finding that to be a corporate officer under the Corporation Code, one must be expressly appointed to the position by the board of directors in the by-laws. Since Coros was appointed by the general manager, not the board, and the by-laws did not list his position, he was not a corporate officer and jurisdiction belonged with the National Labor Relations Commission, not the

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    MODULE-2-CASE-89

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    This case discusses whether Ricardo Coros was a corporate officer of Matling. Matling claimed Coros was a corporate officer, giving jurisdiction over his illegal dismissal complaint to the Securities and Exchange Commission (SEC, now the Regional Trial Court). However, Coros argued he was an employee, not a corporate officer. The Supreme Court agreed with Coros, finding that to be a corporate officer under the Corporation Code, one must be expressly appointed to the position by the board of directors in the by-laws. Since Coros was appointed by the general manager, not the board, and the by-laws did not list his position, he was not a corporate officer and jurisdiction belonged with the National Labor Relations Commission, not the

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    30 views2 pages

    Module 2 Case 89

    Uploaded by

    Jun Bill Cercado
    This case discusses whether Ricardo Coros was a corporate officer of Matling. Matling claimed Coros was a corporate officer, giving jurisdiction over his illegal dismissal complaint to the Securities and Exchange Commission (SEC, now the Regional Trial Court). However, Coros argued he was an employee, not a corporate officer. The Supreme Court agreed with Coros, finding that to be a corporate officer under the Corporation Code, one must be expressly appointed to the position by the board of directors in the by-laws. Since Coros was appointed by the general manager, not the board, and the by-laws did not list his position, he was not a corporate officer and jurisdiction belonged with the National Labor Relations Commission, not the

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 2

    Legal

    Case Title(s) and question/problem/issue Legal Provisions/Legal


    Why is this a problem? Conclusion
    Citation presented by the principle or Rule Involved
    case(s)
    Is Ricardo Coros a After his dismissal by Matling as its Vice For a position to be NO. In this case, respondent was appointed
    MATLING v. corporate officer? President for Finance and Administration, considered as a corporate vice president for nationwide expansion by
    COROS the respondent Ricardo R. Coros filed a office, or, for that matter, Malonzo, petitioner’'s general manager, not
    complaint for illegal suspension and for one to be considered as a by the board of directors of petitioner. It was
    illegal dismissal with the LA. corporate officer, the also Malonzo who determined the
    G.R. No. 157802 position must, if not listed compensation package of respondent. Thus,
    October 13, 2010 The petitioners moved to dismiss, raising in the by-laws, have been respondent was an employee, not a
    the ground, among others, that the created by the corporation's "corporate officer." It was therefore correct
    complaint pertained to the jurisdiction of board of directors, and the to rule that jurisdiction over the case was
    the Securities and Exchange Commission occupant thereof appointed properly with the NLRC, not the SEC (now
    due to the controversy being intra- or elected by the same board the RTC).
    corporate inasmuch as the respondent of directors or stockholders.
    Coros was a member of the Board of This interpretation is the correct application
    Directors aside from being its Vice- Conformably with Section of Section 25 of the Corporation Code,
    President for Finance and Administration 25 of the Corporation Code, which plainly states that the corporate
    prior to his termination. a position must be expressly officers are the President, Secretary,
    mentioned in the By-Laws Treasurer and such other officers as may be
    The respondent Coros opposed, insisting in order to be considered as provided for in the By- Laws. Accordingly,
    that his status as a member of Board of a corporate office. Thus, the the corporate officers in the context of PD
    Directors was doubtful, considering that creation of an office No. 902-A are exclusively those who are
    he had not been formally elected as such; pursuant to or under a By- given that character either by the
    that he did not own a single share of stock Law enabling provision is Corporation Code or by the corporation’s
    in Matling, considering that he had been not enough to make a By-Laws.
    made to sign in blank an undated position a corporate office.
    indorsement of the certificate of stock he
    had been given; that Matling had taken
    back and retained the certificate of stock
    in its custody; and that even assuming that
    he had been a Director, he had been
    Legal
    Case Title(s) and question/problem/issue Legal Provisions/Legal
    Why is this a problem? Conclusion
    Citation presented by the principle or Rule Involved
    case(s)
    removed as the Vice President for Finance
    and Administration, not as a Director, a
    fact that the notice of his termination
    showed.

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