Tabang vs. NLRC GR No. 121143

[G.R. No. 121143. January 21, 1997.
]
PURIFICACION G. TABANG, petitioner , vs. NATIONAL LABOR
RELATIONS COMMISSION and PAMANA GOLDEN CARE
MEDICAL CENTER FOUNDATION, INC., respondents.
EXCLUSIVE JURISDICTION OF SEC OVER INTRACORPORATE CONTROVERSY;

INTRACORPORATE CONTROVERSIES, EXPLAINED; CASE AT BENCH. —
We agree with the findings of the NLRC that it is the SEC which has jurisdiction over the
case at bar. The charges against herein private respondent partake of the nature of an
intra-corporate controversy. The determination of the rights of petitioner and the
concomitant liability of private respondent arising from her ouster as a medical director
and/or hospital administrator, which are corporate offices, is an intra-corporate
controversy subject to the jurisdiction of the SEC. 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. Also, an intra-corporate controversy is one which arises between a stockholder
and the corporation. There is no distinction, qualification, nor any exemption
whatsoever. The provision is broad and covers all kinds of controversies between
stockholders and corporations.
FACTS:
• Petitioner Purificacion Tabang was a founding member, a member of the Board
of Trustees, and the corporate secretary of private respondent
• Pamana Golden Care Medical Center Foundation, Inc., a non-stock corporation
engaged in extending medical and surgical services
• Petitoner was appointed as Medical Director and Hospital Administrator by the
Board of Trustees
through Memorandum
• Petitioner claims that she received a monthly retainer fee of five thousand pesos
(P5,000.00) from private respondent
• April 30, 1993, the Board of Trustees passed a resolution relieving her of her
position as Medical Director and Hospital Administrator, and appointing Dr.
Benjamin Donasco as acting Medical Director and acting Hospital Administrator
• On June 6, 1993, petitioner filed a complaint for illegal dismissal and
nonpayment of wages, allowances and 13th month pay before the labor arbiter
• Respondent corporation moved for the dismissal of the complaint on the ground
of lack of jurisdiction over the subject matter. It argued that petitioner's position
as Medical Director and Hospital Administrator was interlinked with her position
as member of the Board of Trustees, hence, her dismissal is an intracorporate
controversy which falls within the exclusive jurisdiction of the Securities and
Exchange Commission (SEC).
• Petitioner claimed that there is no intracorporate controversy involved since she

filed the complaint in her capacity as Medical Director and Hospital Administrator,
or as an employee of private respondent.
LABOR ARBITER:
On April 26, 1994, the labor arbiter issued an order dismissing the complaint for lack of
jurisdiction. He ruled that the case falls within the jurisdiction of the SEC, pursuant to
Section 5 of Presidential Decree No. 902-A.
NLRC:
NLRC affirmed the dismissal of the case on the additional ground that "the position of a
Medical Director and Hospital Administrator is akin to that of an executive position in a
corporate ladder
structure," hence, petitioner's removal from the said position was an intracorporate
controversy within the original and exclusive jurisdiction of the SEC.
ISSUE: Whether or not SEC has the jurisdiction on the controversy
RULING: YES. We agree with the findings of the NLRC that it is the SEC which has
jurisdiction over the case at bar. The charges against herein private respondent partake
of the nature of an intra-corporate controversy. Similarly, the determination of the
rights of petitioner and the concomitant liability of private
respondent arising from her ouster as a medical director and/or hospital administrator,
which are corporate offices, is an intra-corporate controversy subject to the jurisdiction
of the SEC.
Section 2(i), Article I thereof states that one of the

powers of the Board of Trustees is "(t)o appoint a Medical Director,
Comptroller/Administrator, Chiefs of Services and such other officers as it may
deem necessary and prescribe their powers and duties."
In the case at bar, considering that herein petitioner, unlike an ordinary employee, was
appointed by respondent corporation's Board of Trustees in its memorandum of October
30, 1990, she is deemed an officer of the corporation. Perforce, Section 5(c) of
Presidential Decree No. 902-A, which provides that the SEC exercises exclusive
jurisdiction over controversies in the election or appointment of directors, trustees,
officers or managers of corporations, partnerships or associations, applies in the
present dispute. Accordingly, jurisdiction over the same is vested in the SEC, and not in
the Labor Arbiter or the NLRC.
WHEREFORE, the questioned resolution of the NLRC is hereby AFFIRMED, without

prejudice to petitioner's taking recourse to and seeking relief through the appropriate
remedy in the proper forum.
SO ORDERED

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[G.R. No. 121143. January 21, 1997.

EXCLUSIVE JURISDICTION OF SEC OVER INTRACORPORATE CONTROVERSY;

• Petitioner claimed that there is no intracorporate controversy involved since she

ISSUE: Whether or not SEC has the jurisdiction on the controversy

Section 2(i), Article I thereof states that one of the

WHEREFORE, the questioned resolution of the NLRC is hereby AFFIRMED, without

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