Labor Arbiter (Article 224, Labor Code, as amended and renumbered)

335. UNION MOTORS CORPORATION, BENITO S. CUA, and CHARLOTTE C. CUA, Petitioners, v. NLRC and
PRISCILLA D. GO, Respondents. [G.R. No. 125931. September 16, 1999.] ********(DUMAOG)
FACTS: Petitioner Benito S. Cua is the father of Charlotte C. Cua. They are, respectively, the President
and Vice-President/Treasurer of petitioner UMC. Respondent Priscilla Go was, originally, the complainant in a
case for illegal dismissal filed against petitioners.

On June 17, 1981, UMC hired Ms. Go as its Administrative and Personnel Manager. On February 13, 1982, she
was appointed Treasurer while concurrently serving as Administrative and Personnel Manager. Seven-years
later, UMC’s Board of Directors effected a top-level corporate revamp. Ms. Cua was appointed Vice-
President/Treasurer. Ms. Go was in turn appointed Assistant to the President and Administrative and
Personnel Manager by the Board. Ms. Go accepted the appointment on the condition that she would report
solely and directly to the UMC President, Mr. Cua.

On November 2, 1989, however, Mr. Cua issued an inter-office memorandum advising Ms. Go that she would
be under the direct supervision of Ms. Cua, the Vice-President/Treasurer. That memorandum prompted Ms.
Go to write Mr. Cua regarding her intention to "withdraw" given the escalating level of tension between her
and Ms. Cua.

On July 19, 1991, Ms. Go stopped reporting for work. She claimed she had gone on leave to avoid further
clashes between her and Ms. Cua. On August 7, 1991, Mr. Cua designated one Nancy T. Borras as
Administrative and Personnel Consultant in the absence of Ms. Go. Meanwhile, Ms. Go met with Mr. Cua and
UMC Chairman Gilbert Dee, Sr. She was advised to extend her leave until her differences with Ms. Cua could
be resolved.

On November 6, 1991, however, Mr. Cua wrote private respondent a letter advising her that he was accepting
her resignation.

Insisting that she did not resign and hence, an acceptance of her resignation could not be possible, Ms. Go
then filed a complaint for constructive/illegal dismissal with the Labor Arbiter.
In their reply dated February 24, 1992, petitioners denied that Ms. Go was illegally dismissed. They countered
that she had abandoned her job after she had expressed her intention to resign on July 18, 1991. This intent
was concretized when she stopped reporting for work the following day.

On November 21, 1994, the Labor Arbiter rendered his decision dismissing the private respondent’s
complaint. Dissatisfied, Ms. Go seasonably appealed the Labor Arbiter’s decision to the NLRC.
In their Reply/Opposition, petitioners initially argued that she was not dismissed, but had voluntarily resigned
and abandoned her employment. However, in their Supplemental Reply, petitioners switched tracks. They
now contended that she was a corporate officer who had been elected/appointed to the position of Assistant
to the President/Administrative and Personnel Manager by the UMC Board of Directors. Any issue relating to
her removal from the said posts was therefore an intra-corporate dispute. As such, jurisdiction over the action
did not lie with the NLRC but rather with the Securities and Exchange Commission (SEC), pursuant to Section 5
of Presidential Decree No. 902-A which provides:
"SECTION 5. In addition to the regulatory and adjudicative functions of the Securities and Exchange
Commission over corporations, partnerships and other forms of associations registered with it as expressly
granted under existing laws and decrees, it shall have original and exclusive jurisdiction to hear and decide
cases involving:chanrob1es virtual 1aw library

[c] Controversies in the election or appointments of directors, trustees, officers, or managers of such
corporations, partnerships, or associations."
Petitioners reinforced their arguments by pointing to this Court’s ruling in Espino v. NLRC. We held in Espino
that a corporate officer’s dismissal is always a corporate act and/or intra-corporate controversy and that
nature is not altered by the reason or wisdom which the Board of Directors may have in taking such action.
Petitioners then prayed for the dismissal of the case before the NLRC.

On March 29, 1996, the Second Division of the NLRC promulgated its decision in NCR CA No. 008119-95,
reversing and setting aside the decision of the Labor Arbiter. (Reversed and Set Aside and a new one entered
finding that complainant-appellant was illegally dismissed).

Petitioners duly filed a motion for reconsideration. Said motion was denied by the NLRC.

ISSUES: 1. WON RESPONDENT MS. GO AS ADMINISTRATIVE AND PERSONNEL MANAGER AND

RULING: In the present case, we once again face the tug-of-war between the jurisdiction of the NLRC and
the SEC. Thus, private respondent’s dismissal squarely falls within the jurisdiction of the SEC as an intra-
corporate dispute.
virtua1aw library
The records clearly show that private respondent’s position as Assistant to the President and Personnel &
Administrative Manager is a corporate office under the by-laws of UMC. The Secretary’s Certificate of
February 3, 1989, lists the position of Assistant to the President and Personnel & Administrative Manager as a
corporate office. We have held that one who is included in the by-laws of an association in its roster of
corporate officers is an officer of said corporation and not a mere employee. It is also settled that if found
regular on its face, a Secretary’s Certification is sufficient to rely on, and there is no need to investigate the
truth of the facts contained in such certification. No reason has been shown here to doubt the veracity of the
said corporate secretary’s certification. Hence, the inescapable conclusion is that private respondent was an
officer of petitioner UMC.chanroblesvirtual|awlibrary

From all the foregoing, it becomes clear that the charges filed by Ms. Go against petitioners partake of the
nature of an intra-corporate dispute. Similarly, the determination of the rights of Ms. Go and the concomitant
liability of the petitioners arising from her ouster as a corporate officer, is an intra-corporate controversy. For
the SEC to take cognizance of a case, the controversy must pertain to any of the following relationships: (a)
between the corporation, partnership or association and the public; (b) between the corporation, partnership
or association and its stockholders, partners, members, or officers (italics for emphasis); (c) between the
corporation, partnership, or association and the state so far as its franchise, permit, or license to operate is
concerned; and (d) among the stockholders, partners, or associates themselves. The instant case, in our view,
is a dispute between a corporation and one of its officers. As such, Ms. Go’s complaint is subject to the
jurisdiction of the SEC, and not the NLRC. Interpreting Section 5 of Presidential Decree No. 902-A, we have
consistently ruled that it is the SEC that has exclusive and original jurisdiction over controversies involving
removal from a corporate office.

Private respondent now faults petitioners for failing to raise the issue of lack of jurisdiction by the NLRC at the
earliest possible time. She contends that since the petitioners actively participated in the proceedings before
the Labor Arbiter and the NLRC, they are now estopped from assailing the jurisdiction of the NLRC. Private
respondent’s reliance on the principle of estoppel to justify the exercise of jurisdiction by the NLRC over her
case is misplaced.

The long-established rule is that jurisdiction over a subject matter is conferred by law. Estoppel does not apply
to confer jurisdiction to a tribunal that has none over a cause of action. Where it appears that the court or
tribunal has no jurisdiction, then the defense may be interposed at any time, even on appeal or even after
final judgment. Moreover, the principle of estoppel cannot be invoked to prevent this court from taking up the
question of jurisdiction.

To conclude, we find that the NLRC erred in assuming jurisdiction over, and thereafter in failing to dismiss, the
private respondent’s complaint for illegal dismissal against petitioners, because the NLRC is without
jurisdiction on the subject matter of the controversy.

WHEREFORE, the instant petition for certiorari and/or prohibition is hereby GRANTED. The decision of the
National Labor Relations Commission dated March 29, 1996 and the resolution of May 28, 1996 denying
petitioners’ motion for reconsideration are hereby REVERSED and SET ASIDE for having been rendered without
jurisdiction. This ruling is without prejudice to the private respondent’s seeking relief, if so minded, in the
proper forum. No pronouncement as to costs.cSO ORDERED.