WPP Marketing v. Galera (G.R. No. 169207; March 25, 2010)
CASE DIGEST: WPP MARKETING COMMUNICATIONS, INC., JOHN STEEDMAN, MARK WEBSTER, and NOMINADA LANSANG, Petitioners, v. JOCELYN M. GALERA, Respondent.
FACTS: Petitioner is Jocelyn Galera (GALERA), an American citizen who was recruited from the United States of America by private respondent John Steedman, Chairman-WPP Worldwide and Chief Executive Officer of Mindshare, Co., a corporation based in Hong Kong, China, to work in the Philippines for private respondent WPP Marketing Communications, Inc. (WPP), a corporation registered and operating under the laws of Philippines.
Employment of GALERA with private respondent WPP became effective on September 1, 1999 solely on the instruction of the CEO and upon signing of the contract, without any further action from the Board of Directors of private respondent WPP.
Four months had passed when private respondent WPP filed before the Bureau of Immigration an application for petitioner GALERA to receive a working visa, wherein she was designated as Vice President of WPP. Petitioner alleged that she was constrained to sign the application in order that she could remain in the Philippines and retain her employment.
On December 14, 2000, petitioner GALERA alleged she was verbally notified by private respondent STEEDMAN that her services had been terminated from private respondent WPP. A termination letter followed the next day. Thus, a complaint for illegal dismissal was filed against WPP.
The LA held that WPP, Steedman, Webster, and Lansang liable for illegal dismissal and damages. Arbiter Madriaga stated that Galera was not only illegally dismissed but was also not accorded due process. The NLRC reversed the LA decision. The NLRC stressed that Galera was WPPs Vice-President, and therefore, a corporate officer at the time she was removed by the Board of Directors. Such being the case, the imperatives of law require that we hold that the Arbiter below had no jurisdiction over Galeras case as, again, she was a corporate officer at the time of her removal.
On appeal, the CA reversed the NLRC decision. It ruled that a person could be considered a "corporate officer" only if appointed as such by a corporations Board of Directors, or if pursuant to the power given them by either the Articles of Incorporation or the By-Laws.
ISSUE: Does the LA have jurisdiction over the case?
An examination of WPPs by-laws resulted in a finding that Galeras appointment as a corporate officer (Vice-President with the operational title of Managing Director of Mindshare) during a special meeting of WPP's Board of Directors is an appointment to a non-existent corporate office. WPPs by-laws provided for only one Vice-President. At the time of Galeras appointment on 31 December 1999, WPP already had one Vice-President in the person of Webster. Galera cannot be said to be a director of WPP also because all five directorship positions provided in the by-laws are already occupied. Finally, WPP cannot rely on its Amended By-Laws to support its argument that Galera is a corporate officer. The Amended By-Laws provided for more than one Vice-President and for two additional directors. Even though WPPs stockholders voted for the amendment on 31 May 2000, the SEC approved the amendments only on 16 February 2001. Galera was dismissed on 14 December 2000. WPP, Steedman, Webster, and Lansang did not present any evidence that Galeras dismissal took effect with the action of WPP's Board of Directors.
Galera being an employee, then the Labor Arbiter and the NLRC have jurisdiction over the present case. ***
WPPs dismissal of Galera lacked both substantive and procedural due process. Apart from Steedman's letter dated 15 December 2000 to Galera, WPP failed to prove any just or authorized cause for Galeras dismissal.
The law further requires that the employer must furnish the worker sought to be dismissed with two written notices before termination of employment can be legally effected: (1) notice which apprises the employee of the particular acts or omissions for which his dismissal is sought; and (2) the subsequent notice which informs the employee of the employers decision to dismiss him. Failure to comply with the requirements taints the dismissal with illegality. WPPs acts clearly show that Galeras dismissal did not comply with the two-notice rule. ***
FACTS: Petitioner is Jocelyn Galera (GALERA), an American citizen who was recruited from the United States of America by private respondent John Steedman, Chairman-WPP Worldwide and Chief Executive Officer of Mindshare, Co., a corporation based in Hong Kong, China, to work in the Philippines for private respondent WPP Marketing Communications, Inc. (WPP), a corporation registered and operating under the laws of Philippines.
Employment of GALERA with private respondent WPP became effective on September 1, 1999 solely on the instruction of the CEO and upon signing of the contract, without any further action from the Board of Directors of private respondent WPP.
Four months had passed when private respondent WPP filed before the Bureau of Immigration an application for petitioner GALERA to receive a working visa, wherein she was designated as Vice President of WPP. Petitioner alleged that she was constrained to sign the application in order that she could remain in the Philippines and retain her employment.
On December 14, 2000, petitioner GALERA alleged she was verbally notified by private respondent STEEDMAN that her services had been terminated from private respondent WPP. A termination letter followed the next day. Thus, a complaint for illegal dismissal was filed against WPP.
The LA held that WPP, Steedman, Webster, and Lansang liable for illegal dismissal and damages. Arbiter Madriaga stated that Galera was not only illegally dismissed but was also not accorded due process. The NLRC reversed the LA decision. The NLRC stressed that Galera was WPPs Vice-President, and therefore, a corporate officer at the time she was removed by the Board of Directors. Such being the case, the imperatives of law require that we hold that the Arbiter below had no jurisdiction over Galeras case as, again, she was a corporate officer at the time of her removal.
On appeal, the CA reversed the NLRC decision. It ruled that a person could be considered a "corporate officer" only if appointed as such by a corporations Board of Directors, or if pursuant to the power given them by either the Articles of Incorporation or the By-Laws.ISSUE: Does the LA have jurisdiction over the case?
HELD: Under Section 25 of the Corporation Code, the corporate officers are the president, secretary, treasurer and such other officers as may be provided in the by-laws.
An examination of WPPs by-laws resulted in a finding that Galeras appointment as a corporate officer (Vice-President with the operational title of Managing Director of Mindshare) during a special meeting of WPP's Board of Directors is an appointment to a non-existent corporate office. WPPs by-laws provided for only one Vice-President. At the time of Galeras appointment on 31 December 1999, WPP already had one Vice-President in the person of Webster. Galera cannot be said to be a director of WPP also because all five directorship positions provided in the by-laws are already occupied. Finally, WPP cannot rely on its Amended By-Laws to support its argument that Galera is a corporate officer. The Amended By-Laws provided for more than one Vice-President and for two additional directors. Even though WPPs stockholders voted for the amendment on 31 May 2000, the SEC approved the amendments only on 16 February 2001. Galera was dismissed on 14 December 2000. WPP, Steedman, Webster, and Lansang did not present any evidence that Galeras dismissal took effect with the action of WPP's Board of Directors.
Galera being an employee, then the Labor Arbiter and the NLRC have jurisdiction over the present case. ***
WPPs dismissal of Galera lacked both substantive and procedural due process. Apart from Steedman's letter dated 15 December 2000 to Galera, WPP failed to prove any just or authorized cause for Galeras dismissal.
The law further requires that the employer must furnish the worker sought to be dismissed with two written notices before termination of employment can be legally effected: (1) notice which apprises the employee of the particular acts or omissions for which his dismissal is sought; and (2) the subsequent notice which informs the employee of the employers decision to dismiss him. Failure to comply with the requirements taints the dismissal with illegality. WPPs acts clearly show that Galeras dismissal did not comply with the two-notice rule. ***
The employment permit must be acquired prior to employment.
The law and the rules are consistent in stating that the employment permit must be acquired prior to employment. The Labor Code states: "Any alien seeking admission to the Philippines for employment purposes and any domestic or foreign employer who desires to engage an alien for employment in the Philippines shall obtain an employment permit from the Department of Labor."
Galera cannot come to this Court with unclean hands. To grant Galeras prayer is to sanction the violation of the Philippine labor laws requiring aliens to secure work permits before their employment. We hold that the status quo must prevail in the present case and we leave the parties where they are. Hence, Galera is not entitled to monetary awards. This ruling, however, does not bar Galera from seeking relief from other jurisdictions. GRANTED.
The law and the rules are consistent in stating that the employment permit must be acquired prior to employment. The Labor Code states: "Any alien seeking admission to the Philippines for employment purposes and any domestic or foreign employer who desires to engage an alien for employment in the Philippines shall obtain an employment permit from the Department of Labor."
Galera cannot come to this Court with unclean hands. To grant Galeras prayer is to sanction the violation of the Philippine labor laws requiring aliens to secure work permits before their employment. We hold that the status quo must prevail in the present case and we leave the parties where they are. Hence, Galera is not entitled to monetary awards. This ruling, however, does not bar Galera from seeking relief from other jurisdictions. GRANTED.