THIRD DIVISION

[G.R. No. 157802. October 13, 2010.]

MATLING INDUSTRIAL AND COMMERCIAL CORPORATION,

RICHARD K. SPENCER, CATHERINE SPENCER, AND ALEX
MANCILLA, petitioners, vs. RICARDO R. COROS, respondent.

DECISION

BERSAMIN, J : p

This case reprises the jurisdictional conundrum of whether a complaint

for illegal dismissal is cognizable by the Labor Arbiter (LA) or by the Regional
Trial Court (RTC). The determination of whether the dismissed officer was a
regular employee or a corporate officer unravels the conundrum. In the case
of the regular employee, the LA has jurisdiction; otherwise, the RTC
exercises the legal authority to adjudicate.
In this appeal v i a petition for review on certiorari, the petitioners
challenge the decision dated September 13, 2002 1 and the resolution dated
April 2, 2003, 2 both promulgated in C.A.-G.R. SP No. 65714 entitled Matling
Industrial and Commercial Corporation, et al. v. Ricardo R. Coros and
National Labor Relations Commission , whereby by the Court of Appeals (CA)
sustained the ruling of the National Labor Relations Commission (NLRC) to
the effect that the LA had jurisdiction because the respondent was not a
corporate officer of petitioner Matling Industrial and Commercial Corporation
(Matling).
Antecedents
After his dismissal by Matling as its Vice President for Finance and
Administration, the respondent filed on August 10, 2000 a complaint for
illegal suspension and illegal dismissal against Matling and some of its
corporate officers (petitioners) in the NLRC, Sub-Regional Arbitration Branch
XII, Iligan City. 3
The petitioners moved to dismiss the complaint, 4 raising the ground,
among others, that the complaint pertained to the jurisdiction of the
Securities and Exchange Commission (SEC) due to the controversy being
intra-corporate inasmuch as the respondent was a member of Matling's
Board of Directors aside from being its Vice-President for Finance and
Administration prior to his termination. CaDATc

The respondent opposed the petitioners' motion to dismiss, 5 insisting

that his status as a member of Matling's Board of Directors was doubtful,
considering that he had not been formally elected as such; that he did not
own a single share of stock in Matling, considering that he had been made to
sign in blank an undated indorsement of the certificate of stock he had been
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 given in 1992; that Matling had taken back and retained the certificate of
stock in its custody; and that even assuming that he had been a Director of
Matling, he had been removed as the Vice President for Finance and
Administration, not as a Director, a fact that the notice of his termination
dated April 10, 2000 showed.
On October 16, 2000, the LA granted the petitioners' motion to dismiss,
6 ruling that the respondent was a corporate officer because he was
occupying the position of Vice President for Finance and Administration and
at the same time was a Member of the Board of Directors of Matling; and
that, consequently, his removal was a corporate act of Matling and the
controversy resulting from such removal was under the jurisdiction of the
SEC, pursuant to Section 5, paragraph (c) of Presidential Decree No. 902.
Ruling of the NLRC
The respondent appealed to the NLRC, 7 urging that:
I

THE HONORABLE LABOR ARBITER COMMITTED GRAVE ABUSE OF

DISCRETION GRANTING APPELLEE'S MOTION TO DISMISS WITHOUT
GIVING THE APPELLANT AN OPPORTUNITY TO FILE HIS OPPOSITION
THERETO THEREBY VIOLATING THE BASIC PRINCIPLE OF DUE PROCESS.

II

THE HONORABLE LABOR ARBITER COMMITTED AN ERROR IN

DISMISSING THE CASE FOR LACK OF JURISDICTION.

On March 13, 2001, the NLRC set aside the dismissal, concluding that
the respondent's complaint for illegal dismissal was properly cognizable by
the LA, not by the SEC, because he was not a corporate officer by virtue of
his position in Matling, albeit high ranking and managerial, not being among
the positions listed in Matling's Constitution and By-Laws. 8 The NLRC
disposed thuswise:
WHEREFORE, the Order appealed from is SET ASIDE. A new one
is entered declaring and holding that the case at bench does not
involve any intracorporate matter. Hence, jurisdiction to hear and act
on said case is vested with the Labor Arbiter, not the SEC, considering
that the position of Vice-President for Finance and Administration being
held by complainant-appellant is not listed as among respondent's
corporate officers.

Accordingly, let the records of this case be REMANDED to the

Arbitration Branch of origin in order that the Labor Arbiter below could
act on the case at bench, hear both parties, receive their respective
evidence and position papers fully observing the requirements of due
process, and resolve the same with reasonable dispatch. TSacID

SO ORDERED.

The petitioners sought reconsideration, 9 reiterating that the

respondent, being a member of the Board of Directors, was a corporate
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 officer whose removal was not within the LA's jurisdiction.
The petitioners later submitted to the NLRC in support of the motion
for reconsideration the certified machine copies of Matling's Amended
Articles of Incorporation and By Laws to prove that the President of Matling
was thereby granted "full power to create new offices and appoint the
officers thereto, and the minutes of special meeting held on June 7, 1999 by
Matling's Board of Directors to prove that the respondent was, indeed, a
Member of the Board of Directors. 10
Nonetheless, on April 30, 2001, the NLRC denied the petitioners' motion
for reconsideration. 11
Ruling of the CA
The petitioners elevated the issue to the CA by petition for certiorari,
docketed as C.A.-G.R. No. SP 65714, contending that the NLRC committed
grave abuse of discretion amounting to lack of jurisdiction in reversing the
correct decision of the LA.
In its assailed decision promulgated on September 13, 2002, 12 the CA
dismissed the petition for certiorari, explaining:
For a position to be considered as a corporate office, or, for that
matter, for one to be considered as a corporate officer, the position
must, if not listed in the by-laws, have been created by the
corporation's board of directors, and the occupant thereof appointed or
elected by the same board of directors or stockholders. This is the
implication of the ruling in Tabang v. National Labor Relations
Commission , which reads:
"The president, vice president, secretary and treasurer are
commonly regarded as the principal or executive officers of a
corporation, and modern corporation statutes usually designate
them as the officers of the corporation. However, other offices
are sometimes created by the charter or by-laws of a corporation,
or the board of directors may be empowered under the by-laws
of a corporation to create additional offices as may be necessary.

It has been held that an 'office' is created by the charter of

the corporation and the officer is elected by the directors or
stockholders. On the other hand, an 'employee' usually occupies
no office and generally is employed not by action of the directors
or stockholders but by the managing officer of the corporation
who also determines the compensation to be paid to such
employee."

This ruling was reiterated in the subsequent cases of Ongkingco

v. National Labor Relations Commission and De Rossi v. National Labor
Relations Commission. CSIDTc

The position of vice-president for administration and finance,

which Coros used to hold in the corporation, was not created by the
corporation's board of directors but only by its president or executive
vice-president pursuant to the by-laws of the corporation. Moreover,
Coros' appointment to said position was not made through any act of
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 the board of directors or stockholders of the corporation. Consequently,
the position to which Coros was appointed and later on removed from,
is not a corporate office despite its nomenclature, but an ordinary
office in the corporation.

Coros' alleged illegal dismissal therefrom is, therefore, within the

jurisdiction of the labor arbiter.

WHEREFORE, the petition for certiorari is hereby DISMISSED.

SO ORDERED.

The CA denied the petitioners' motion for reconsideration on April 2,

2003. 13
Issue
Thus, the petitioners are now before the Court for a review on
certiorari, positing that the respondent was a stockholder/member of the
Matling's Board of Directors as well as its Vice President for Finance and
Administration; and that the CA consequently erred in holding that the LA
had jurisdiction.
The decisive issue is whether the respondent was a corporate officer of
Matling or not. The resolution of the issue determines whether the LA or the
RTC had jurisdiction over his complaint for illegal dismissal.
Ruling
The appeal fails.
I
The Law on Jurisdiction in Dismissal Cases
As a rule, the illegal dismissal of an officer or other employee of a
private employer is properly cognizable by the LA. This is pursuant to Article
217 (a) 2 of the Labor Code, as amended, which provides as follows:
Article 217. Jurisdiction of the Labor Arbiters and the
Commission . — (a) Except as otherwise provided under this
Code, the Labor Arbiters shall have original and exclusive
jurisdiction to hear and decide, within thirty (30) calendar days
after the submission of the case by the parties for decision without
extension, even in the absence of stenographic notes, the following
cases involving all workers, whether agricultural or non-
agricultural:

1. Unfair labor practice cases; TSacCH

2. Termination disputes;

3. If accompanied with a claim for reinstatement, those cases

that workers may file involving wages, rates of pay, hours of work and
other terms and conditions of employment;
4. Claims for actual, moral, exemplary and other forms
of damages arising from the employer-employee relations;

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 5. Cases arising from any violation of Article 264 of this Code,
including questions involving the legality of strikes and lockouts; and
6. Except claims for Employees Compensation, Social
Security, Medicare and maternity benefits, all other claims arising from
employer-employee relations, including those of persons in domestic or
household service, involving an amount exceeding five thousand pesos
(P5,000.00) regardless of whether accompanied with a claim for
reinstatement.
(b) The Commission shall have exclusive appellate
jurisdiction over all cases decided by Labor Arbiters.

(c) Cases arising from the interpretation or implementation of

collective bargaining agreements and those arising from the
interpretation or enforcement of company personnel policies shall be
disposed of by the Labor Arbiter by referring the same to the grievance
machinery and voluntary arbitration as may be provided in said
agreements. (As amended by Section 9, Republic Act No. 6715, March
21, 1989).

Where the complaint for illegal dismissal concerns a corporate officer,

however, the controversy falls under the jurisdiction of the Securities and
Exchange Commission (SEC), because the controversy arises out of intra-
corporate or partnership relations between and among stockholders,
members, or associates, or between any or all of them and the corporation,
partnership, or association of which they are stockholders, members, or
associates, respectively; and between such corporation, partnership, or
association and the State insofar as the controversy concerns their individual
franchise or right to exist as such entity; or because the controversy involves
the election or appointment of a director, trustee, officer, or manager of
such corporation, partnership, or association. 14 Such controversy, among
others, is known as an intra-corporate dispute.
Effective on August 8, 2000, upon the passage of Republic Act No.
8799, 15 otherwise known as The Securities Regulation Code, the SEC's
jurisdiction over all intra-corporate disputes was transferred to the RTC,
pursuant to Section 5.2 of RA No. 8799, to wit:
5.2. 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 these cases. The
Commission shall retain jurisdiction over pending cases
involving intra-corporate disputes submitted for final
resolution which should be resolved within one (1) year from
the enactment of this Code. The Commission shall retain
jurisdiction over pending suspension of payments/rehabilitation cases
filed as of 30 June 2000 until finally disposed.
TSaEcH

Considering that the respondent's complaint for illegal dismissal was

commenced on August 10, 2000, it might come under the coverage of
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 Section 5.2 of RA No. 8799, supra, should it turn out that the respondent was
a corporate, not a regular, officer of Matling.
II

Was the Respondent's Position of Vice President

for Administration and Finance a Corporate Office?
We must first resolve whether or not the respondent's position as Vice
President for Finance and Administration was a corporate office. If it was, his
dismissal by the Board of Directors rendered the matter an intra-corporate
dispute cognizable by the RTC pursuant to RA No. 8799.
The petitioners contend that the position of Vice President for Finance
and Administration was a corporate office, having been created by Matling's
President pursuant to By-Law No. V, as amended, 16 to wit:
BY LAW NO. V
Officers
The President shall be the executive head of the corporation;
shall preside over the meetings of the stockholders and directors; shall
countersign all certificates, contracts and other instruments of the
corporation as authorized by the Board of Directors; shall have full
power to hire and discharge any or all employees of the corporation;
shall have full power to create new offices and to appoint the
officers thereto as he may deem proper and necessary in the
operations of the corporation and as the progress of the
business and welfare of the corporation may demand; shall
make reports to the directors and stockholders and perform all such
other duties and functions as are incident to his office or are properly
required of him by the Board of Directors. In case of the absence or
disability of the President, the Executive Vice President shall have the
power to exercise his functions.

The petitioners argue that the power to create corporate offices and to
appoint the individuals to assume the offices was delegated by Matling's
Board of Directors to its President through By-Law No. V, as amended; and
that any office the President created, like the position of the respondent, was
as valid and effective a creation as that made by the Board of Directors,
making the office a corporate office. In justification, they cite Tabang v.
National Labor Relations Commission , 17 which held that "other offices are
sometimes created by the charter or by-laws of a corporation, or the board
of directors may be empowered under the by-laws of a corporation to create
additional officers as may be necessary."
The respondent counters that Matling's By-Laws did not list his position
as Vice President for Finance and Administration as one of the corporate
offices; that Matling's By-Law No. III listed only four corporate officers,
namely: President, Executive Vice President, Secretary, and Treasurer; 18
that the corporate offices contemplated in the phrase "and such other
officers as may be provided for in the by-laws" found in Section 25 of the
Corporation Code should be clearly and expressly stated in the By-Laws; that
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 the fact that Matling's By-Law No. III dealt with Directors & Officers while its
By-Law No. V dealt with Officers proved that there was a differentiation
between the officers mentioned in the two provisions, with those classified
under By-Law No. V being ordinary or non-corporate officers; and that the
officer, to be considered as a corporate officer, must be elected by the Board
of Directors or the stockholders, for the President could only appoint an
employee to a position pursuant to By-Law No. V. SEcITC

We agree with respondent.

Section 25 of the Corporation Code provides:
Section 25. Corporate officers, quorum. — Immediately after
their election, the directors of a corporation must formally organize by
the election of a president, who shall be a director, a treasurer who
may or may not be a director, a secretary who shall be a resident and
citizen of the Philippines, and such other officers as may be
provided for in the by-laws. Any two (2) or more positions may be
held concurrently by the same person, except that no one shall act as
president and secretary or as president and treasurer at the same
time.

The directors or trustees and officers to be elected shall perform

the duties enjoined on them by law and the by-laws of the corporation.
Unless the articles of incorporation or the by-laws provide for a greater
majority, a majority of the number of directors or trustees as fixed in
the articles of incorporation shall constitute a quorum for the
transaction of corporate business, and every decision of at least a
majority of the directors or trustees present at a meeting at which
there is a quorum shall be valid as a corporate act, except for the
election of officers which shall require the vote of a majority of all the
members of the board.
Directors or trustees cannot attend or vote by proxy at board
meetings.

Conformably with Section 25, a position must be expressly mentioned

in the By-Laws in order to be considered as a corporate office. Thus, the
creation of an office pursuant to or under a By-Law enabling provision is not
enough to make a position a corporate office. Guerrea v. Lezama, 19 the first
ruling on the matter, held that the only officers of a corporation were those
given that character either by the Corporation Code or by the By-Laws; the
rest of the corporate officers could be considered only as employees or
subordinate officials. Thus, it was held in Easycall Communications Phils.,
Inc. v. King: 20
An "office" is created by the charter of the corporation and the
officer is elected by the directors or stockholders. On the other hand,
an employee occupies no office and generally is employed not by the
action of the directors or stockholders but by the managing officer of
the corporation who also determines the compensation to be paid to
such employee.
In this case, respondent was appointed vice president for
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 nationwide expansion by Malonzo, petitioner's general manager, not by
the board of directors of petitioner. It was also Malonzo who
determined the compensation package of respondent. Thus,
respondent was an employee, not a "corporate officer." The CA was
therefore correct in ruling that jurisdiction over the case was properly
with the NLRC, not the SEC (now the RTC). DTIaCS

This interpretation is the correct application of Section 25 of the

Corporation Code, which plainly states that the corporate officers are the
President, Secretary, Treasurer and such other officers as may be provided
for in the By-Laws. Accordingly, the corporate officers in the context of PD
No. 902-A are exclusively those who are given that character either by the
Corporation Code or by the corporation's By-Laws.
A different interpretation can easily leave the way open for the Board
of Directors to circumvent the constitutionally guaranteed security of tenure
of the employee by the expedient inclusion in the By-Laws of an enabling
clause on the creation of just any corporate officer position.
It is relevant to state in this connection that the SEC, the primary
agency administering the Corporation Code, adopted a similar interpretation
of Section 25 of the Corporation Code in its Opinion dated November 25,
1993, 21 to wit:
Thus, pursuant to the above provision (Section 25 of the
Corporation Code), whoever are the corporate officers
enumerated in the by-laws are the exclusive Officers of the
corporation and the Board has no power to create other Offices
without amending first the corporate By-laws. However, the
Board may create appointive positions other than the positions
of corporate Officers, but the persons occupying such positions
are not considered as corporate officers within the meaning of
Section 25 of the Corporation Code and are not empowered to
exercise the functions of the corporate Officers, except those
functions lawfully delegated to them. Their functions and
duties are to be determined by the Board of Directors/Trustees.

Moreover, the Board of Directors of Matling could not validly delegate

the power to create a corporate office to the President, in light of Section 25
of the Corporation Code requiring the Board of Directors itself to elect the
corporate officers. Verily, the power to elect the corporate officers was a
discretionary power that the law exclusively vested in the Board of Directors,
and could not be delegated to subordinate officers or agents. 22 The office of
Vice President for Finance and Administration created by Matling's President
pursuant to By Law No. V was an ordinary, not a corporate, office.
To emphasize, the power to create new offices and the power to
appoint the officers to occupy them vested by By-Law No. V merely allowed
Matling's President to create non-corporate offices to be occupied by
ordinary employees of Matling. Such powers were incidental to the
President's duties as the executive head of Matling to assist him in the daily
operations of the business.
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 The petitioners' reliance on Tabang, supra, is misplaced. The statement
in Tabang , to the effect that offices not expressly mentioned in the By-Laws
but were created pursuant to a By-Law enabling provision were also
considered corporate offices, was plainly obiter dictum due to the position
subject of the controversy being mentioned in the By-Laws. Thus, the Court
held therein that the position was a corporate office, and that the
determination of the rights and liabilities arising from the ouster from the
position was an intra-corporate controversy within the SEC's jurisdiction. cATDIH

In Nacpil v. Intercontinental Broadcasting Corporation, 23 which may be

the more appropriate ruling, the position subject of the controversy was not
expressly mentioned in the By-Laws, but was created pursuant to a By-Law
enabling provision authorizing the Board of Directors to create other offices
that the Board of Directors might see fit to create. The Court held there that
the position was a corporate office, relying on the obiter dictum in Tabang.
Considering that the observations earlier made herein show that the
soundness of their dicta is not unassailable, Tabang and Nacpil should no
longer be controlling.
III

Did Respondent's Status as Director and

Stockholder Automatically Convert his Dismissal
into an Intra-Corporate Dispute?
Yet, the petitioners insist that because the respondent was a
Director/stockholder of Matling, and relying on Paguio v. National Labor
Relations Commission 24 and Ongkingko v. National Labor Relations
Commission, 25 the NLRC had no jurisdiction over his complaint, considering
that any case for illegal dismissal brought by a stockholder/officer against
the corporation was an intra-corporate matter that must fall under the
jurisdiction of the SEC conformably with the context of PD No. 902-A.
The petitioners' insistence is bereft of basis.
To begin with, the reliance on Paguio and Ongkingko is misplaced. In
both rulings, the complainants were undeniably corporate officers due to
their positions being expressly mentioned in the By-Laws, aside from the
fact that both of them had been duly elected by the respective Boards of
Directors. But the herein respondent's position of Vice President for Finance
and Administration was not expressly mentioned in the By-Laws; neither was
the position of Vice President for Finance and Administration created by
Matling's Board of Directors. Lastly, the President, not the Board of Directors,
appointed him.
True it is that the Court pronounced in Tabang as follows:
Also, an intra-corporate controversy is one which arises between
a stockholder and the corporation. There is no distinction, qualification
or any exemption whatsoever. The provision is broad and covers all
kinds of controversies between stockholders and corporations. 26

However, the Tabang pronouncement is not controlling because it is

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 too sweeping and does not accord with reason, justice, and fair play. In order
to determine whether a dispute constitutes an intra-corporate controversy or
not, the Court considers two elements instead, namely: (a) the status or
relationship of the parties; and (b) the nature of the question that is the
subject of their controversy. This was our thrust in Viray v. Court of Appeals:
27 DCTHaS

The establishment of any of the relationships mentioned above

will not necessarily always confer jurisdiction over the dispute on the
SEC to the exclusion of regular courts. The statement made in one case
that the rule admits of no exceptions or distinctions is not that
absolute. The better policy in determining which body has jurisdiction
over a case would be to consider not only the status or relationship of
the parties but also the nature of the question that is the subject of
their controversy.
Not every conflict between a corporation and its stockholders
involves corporate matters that only the SEC can resolve in the
exercise of its adjudicatory or quasi-judicial powers. If, for example, a
person leases an apartment owned by a corporation of which he is a
stockholder, there should be no question that a complaint for his
ejectment for non-payment of rentals would still come under the
jurisdiction of the regular courts and not of the SEC. By the same
token, if one person injures another in a vehicular accident, the
complaint for damages filed by the victim will not come under the
jurisdiction of the SEC simply because of the happenstance that both
parties are stockholders of the same corporation. A contrary
interpretation would dissipate the powers of the regular courts and
distort the meaning and intent of PD No. 902-A.

In another case, Mainland Construction Co., Inc. v. Movilla, 28 the Court

reiterated these determinants thuswise:
In order that the SEC (now the regular courts) can 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;
c) between the corporation, partnership or association and
the State as far as its franchise, permit or license to
operate is concerned; and
d) among the stockholders, partners or associates
themselves.
The fact that the parties involved in the controversy are all
stockholders or that the parties involved are the stockholders and the
corporation does not necessarily place the dispute within the ambit of
the jurisdiction of SEC. The better policy to be followed in determining
jurisdiction over a case should be to consider concurrent factors such
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 as the status or relationship of the parties or the nature of the question
that is the subject of their controversy. In the absence of any one of
these factors, the SEC will not have jurisdiction. Furthermore, it does
not necessarily follow that every conflict between the corporation and
its stockholders would involve such corporate matters as only the SEC
can resolve in the exercise of its adjudicatory or quasi-judicial powers.
29 cAaDCE

The criteria for distinguishing between corporate officers who may be

ousted from office at will, on one hand, and ordinary corporate employees
who may only be terminated for just cause, on the other hand, do not
depend on the nature of the services performed, but on the manner of
creation of the office. In the respondent's case, he was supposedly at once
an employee, a stockholder, and a Director of Matling. The circumstances
surrounding his appointment to office must be fully considered to determine
whether the dismissal constituted an intra-corporate controversy or a labor
termination dispute. We must also consider whether his status as Director
and stockholder had any relation at all to his appointment and subsequent
dismissal as Vice President for Finance and Administration.
Obviously enough, the respondent was not appointed as Vice President
for Finance and Administration because of his being a stockholder or
Director of Matling. He had started working for Matling on September 8,
1966, and had been employed continuously for 33 years until his termination
on April 17, 2000, first as a bookkeeper, and his climb in 1987 to his last
position as Vice President for Finance and Administration had been gradual
but steady, as the following sequence indicates:
1966 — Bookkeeper
1968 — Senior Accountant
1969 — Chief Accountant
1972 — Office Supervisor
1973 — Assistant Treasurer
1978 — Special Assistant for Finance
1980 — Assistant Comptroller
1983 — Finance and Administrative Manager
1985 — Asst. Vice President for Finance and Administration
1987 to April 17, 2000 — Vice President for Finance and
Administration
Even though he might have become a stockholder of Matling in 1992,
his promotion to the position of Vice President for Finance and
Administration in 1987 was by virtue of the length of quality service he had
rendered as an employee of Matling. His subsequent acquisition of the
status of Director/stockholder had no relation to his promotion. Besides, his
status of Director/stockholder was unaffected by his dismissal from
employment as Vice President for Finance and Administration. ESCTaA

In Prudential Bank and Trust Company v. Reyes , 30 a case involving a

lady bank manager who had risen from the ranks but was dismissed, the
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 Court held that her complaint for illegal dismissal was correctly brought to
the NLRC, because she was deemed a regular employee of the bank. The
Court observed thus:
It appears that private respondent was appointed Accounting
Clerk by the Bank on July 14, 1963. From that position she rose to
become supervisor. Then in 1982, she was appointed Assistant Vice-
President which she occupied until her illegal dismissal on July 19,
1991. The bank's contention that she merely holds an elective
position and that in effect she is not a regular employee is
belied by the nature of her work and her length of service with
the Bank. As earlier stated, she rose from the ranks and has been
employed with the Bank since 1963 until the termination of her
employment in 1991. As Assistant Vice President of the Foreign
Department of the Bank, she is tasked, among others, to collect checks
drawn against overseas banks payable in foreign currency and to
ensure the collection of foreign bills or checks purchased, including the
signing of transmittal letters covering the same. It has been stated that
"the primary standard of determining regular employment is the
reasonable connection between the particular activity performed by
the employee in relation to the usual trade or business of the
employer. Additionally, "an employee is regular because of the nature
of work and the length of service, not because of the mode or even the
reason for hiring them." As Assistant Vice-President of the Foreign
Department of the Bank she performs tasks integral to the operations
of the bank and her length of service with the bank totaling 28 years
speaks volumes of her status as a regular employee of the bank. In
fine, as a regular employee, she is entitled to security of tenure; that is,
her services may be terminated only for a just or authorized cause.
This being in truth a case of illegal dismissal, it is no wonder then that
the Bank endeavored to the very end to establish loss of trust and
confidence and serious misconduct on the part of private respondent
but, as will be discussed later, to no avail.

WHEREFORE, we deny the petition for review on certiorari, and affirm

the decision of the Court of Appeals.
Costs of suit to be paid by the petitioners.
SO ORDERED.
Carpio Morales, Brion, Villarama, Jr. and Sereno, JJ., concur.

Footnotes

1.Rollo , pp. 53-61; penned by Associate Justice Oswaldo D. Agcaoili (retired), with
Associate Justice Edgardo P. Cruz (retired) and Associate Justice Amelita G.
Tolentino concurring.
2.Id., pp. 63-67.

3.Id., pp. 69-70.

4.Id., pp. 71-74.

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 5.Id., pp. 90-95.
6.Id., pp. 96-99.

7.Id., pp. 100-111.

8.Id., pp. 112-116.

9.Id., pp. 117-120.

10.Id., pp. 121-142.

11.Id., pp. 143-144.

12.Supra, at note 1.
13.Supra, at note 2.

14.Section 5 of Presidential Decree No. 902-A.

15.President Estrada approved the law on July 19, 2000.

16.Rollo , p. 135.

17.G.R. No. 121143, January 21, 1997, 266 SCRA 462, 467.
18.Rollo , p. 134:

BY-LAW NO. III

Directors and Officers

The directors shall be elected by the stockholders at their annual meeting
and shall hold their respective offices for a term of one year or until their
successors are duly elected and qualified unless they shall be sooner
removed as hereinafter provided; provided, however, that the foregoing
provisions shall not apply to the first Board of Directors who are appointed to
serve until the next annual meeting of the stockholders. Absence from two
successive meetings of the Board of Directors may in the discretion of the
Board terminate the membership of the director. Directors shall receive no
compensation for their services except per diems as may be allowed by the
stockholders.

The officers of the corporation shall be the President, Executive Vice

President, Secretary and Treasurer, each of whom may hold his office
until his successor is elected and qualified, unless sooner removed by the
Board of Directors; Provided, That for the convenience of the corporation, the
office of the Secretary and Treasurer may be held by one and the same
person. Officers shall be designated by the stockholders' meeting at the time
they elect the members of the Board of Directors. Any vacancy occurring
among the officers of the Corporation on account of removal or resignation
shall be filled by a stockholders' meeting. Stockholders holding one half or
more of the subscribed capital stock of the corporation may demand and
compel the resignation of any officer at any time.

19.103 Phil. 553 (1958).

20.G.R. No. 145901, December 15, 2005, 478 SCRA 102, 110-111.

21.SEC Folio 1960-1976, at p. 498.

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 22.2 Fletcher 377, cited in Agbayani, Commentaries and Jurisprudence on the
Commercial Laws of the Philippines, Vol. 3, 1988 Edition, page 226.
23.G.R. No. 144767, March 21, 2002, 379 SCRA 653.

24.G.R. No. 116662, February 1, 1996, 253 SCRA 166.

25.G.R. No. 119877, March 31, 1997, 270 SCRA 613.

26.Supra, at note 16.

27.G.R. No. 92481, November 9, 1990, 191 SCRA 308, 322-323.

28.G.R. No. 118088, November 23, 1995, 250 SCRA 290, 294-295.

29.See also Saura v. Saura, Jr. , G.R. No. 136159, September 1, 1999, 313 SCRA
465; Lozano v. De los Santos , G.R. No. 125221, June 19, 1997, 274 SCRA
452.
30.G.R. No. 141093, February 20, 2001, 352 SCRA 316, 327.

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