EN BANC

[G.R. No. L-26838. May 29, 1970.]

TOMAS BESA , petitioner, vs. PHILIPPINE NATIONAL BANK; HON.

ROBERTO S. BENEDICTO, President of the Philippine National Bank;
THE BOARD OF DIRECTORS, Philippine National Bank; HON.
ANTONIO M. DIAZ, BIENVENIDO M. JUAT, SIMEON G. MIRANDA,
JUAN PONCE ENRILE, ISMAEL M. REINOSO, and JUAN TRIVIÑO,
Members of the Board of Directors of the Philippine National Bank;
and HON. CONRADO E. MEDINA, Actg. Asst. Vice-President, In-
charge of the Loans Adjustment Dept. , respondents.

Juan T. David for petitioner.

Jose L. Africa and Miguel V. Gonzales for respondents Philippine National Bank
President, et al.
Conrado E. Medina for respondents Philippine National Bank and The Board of
Directors.

SYLLABUS

1. CONSTITUTIONAL LAW; CIVIL SERVICE; REMOVAL FOR CAUSE; NOT

APPLICABLE WHEN TERM DEPENDS ON THE WILL OF APPOINTING POWER. — It is
appropriate to invoke the constitutional provision against removal without cause when
an o cer or employee in the civil service enjoying xed term is made to lose his
position without warrant or justi cation. It nds no application when the duration of
one's term depends on the will of the appointing power. That is so when the position
held is highly confidential in character.
2. ID.; ID.; ID.; POSITION OF CHIEF COUNSEL OF PNB IS BOTH CONFIDENTIAL
AND TECHNICAL IN NATURE. — The position of Chief Legal Counsel of PNB is highly
con dential in nature, in essence of which is the utmost degree of con dence involving
such "close intimacy which insures freedom of intercourse without embarrassment or
freedom from misgivings of betrayals" whether personal trust or o cial matters. The
incumbent's term could be cut short anytime without giving rise to any alleged
infringement of the removal-for-cause guarantee of the constitution. In the instant case
there is no removal which according to such constitutional mandate is only allowable
for cause.
3. ID.; ID.; ID.; ID.; INCUMBENTS OF PRIMARILY CONFIDENTIAL POSITIONS. —
The matter as to who is incumbent of a primarily con dential position was set forth
with precision and clarity by the present Chief Justice in a recent decision. Thus : "This
should not be misunderstood as denying that the incumbent of a primarily con dential
position holds o ce at the pleasure only of the appointing power. It should be noted,
however, that when such pleasure turns into displeasure, the incumbent is not 'removed'
or 'dismissed' from his o ce — his 'term' merely 'expires', in much the same way as an
o cer, whose right thereto ceases upon expiration of the xed term for which he had
been appointed or elected, is not and can not be deemed 'removed' or 'dismissed'
therefrom, upon the expiration of said term. The main difference between the former —
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 the primarily con dential o cer — and the latter's term is xed and de nite, whereas
that of the former is not pre xed, but inde nite, at the time of his appointment or
election, and becomes xed and determined when the appointing power expresses its
decision to put an end to the services of the incumbent. When this event takes place,
the latter is not 'removed' or 'dismissed' from office — his term has merely expired."'
4. ID.; ID.; ID.; ID.; CESSATION IN OFFICE INVOLVES NO REMOVAL. — The tenure
of o cials holding primarily con dential positions (such as private secretaries of
public functionaries) ends upon loss of con dence, because their term of o ce lasts
only as long as con dence in them endures; and thus their cessation involves no
removal.
5. ID.; ID.; ID.; INCUMBENTS OF PRIMARILY CONFIDENTIAL POSITIONS
DISTINGUISHED FROM THOSE OF HIGHLY TECHNICAL POSITION. — The constitution
clearly distinguished the primarily con dential from the highly technical, and to apply
the loss of con dence rule to the latter incumbents is to ignore and erase the
differentiation expressly made by our fundamental charter.
6. ID.; ID.; ID.; POSITION OF LEGAL COUNSEL OF PNB ALTHOUGH HIGHLY
TECHNICAL, STILL PRIMARILY CONFIDENTIAL. — It cannot be denied of course that the
work of the Chief Legal Counsel of respondent Bank, as of any lawyer for that matter is
impressed with a highly technical aspect. As had been pointed out, however, it does not
mean that thereby a client is precluded from substituting in his stead another
practitioner. That is his right; his decision to terminate the relationship once made is
impressed with the attribute of nality. The lawyer cannot be heard to complain; it is
enough that his right to compensation earned be duly respected.
7. ID.; ID.; ID.; ID.; NO RIGHT TO FIXED TERM. — It is equally clear that where the
position partakes of the attributes of being both technical and con dential, there can
be no insistence on a xed or de nite term if the latter aspect predominates. To
paraphrase the language of the Chief Justice in the opinion previously cited, the
incumbent of a primarily con dential position, as was the case of petitioner, should
realize that at any time the appointing power may decide that his services are no longer
needed.

DECISION

FERNANDO , J : p

The constitutional safeguard against removal from o ce except for cause is

invoked by petitioner Tomas Besa in this proceeding for certiorari, prohibition and quo
warranto. 1 Appointed Chief Legal Counsel with the rank of Vice-President of
respondent Philippine National Bank in 1962, he was shifted by virtue of a resolution of
respondent Bank on October 19, 1966, to the o ce of its President, respondent
Roberto S. Benedicto, as Consultant on Legal Matters, 2 with respondent Conrado E.
Medina being assigned to his position. While petitioner would seek to nullify the above
resolution and enjoin its enforcement, his action is essentially one of quo warranto. Its
success is thus dependent on his being able to sustain the burden of demonstrating
that what was done by respondent Bank, through its Board of Directors, all of whom
were likewise named respondents, could in law be characterized as removal without
cause contrary to the explicit mandate of the Constitution. That he was not able to do.
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 The petition must fail.
There is no dispute as to the facts. Petitioner was appointed on July 12, 1962 as
Chief Legal Counsel of respondent Bank with the rank of Vice-President. On October 20,
1966, a letter-directive was issued by the then President of the Bank, respondent
Benedicto, that he was transferred to his o ce as Consultant on Legal Matters. The
justi cation for such a move was Resolution No. 1053 of respondent Board of
Directors of the Bank, wherein it was expressly stated "that Vice President Tomas Besa
be shifted to the O ce of the President as Consultant on Legal Matters, without
change in salary and other privileges."
Thereafter, on October 24, 1966, petitioner, in a letter addressed to the
respondent Board of Directors and respondent President Benedicto, sought a
reconsideration of the action above taken. Under date of October 27, 1966, the
Secretary of respondent Board of Directors advised petitioner of the denial of his
motion for reconsideration. In the aforesaid letter-directive of October 20, 1966,
respondent Conrado E. Medina was designated Vice-President and Chief Legal Counsel
effective as of that day.
In its answer, respondents admitted the above facts and stressed that
respondent Medina far from usurping the position of petitioner "is Vice President and
Chief Legal Counsel of the respondent Bank who has assumed o ce and discharged
the duties thereof starting October 20, 1966 by virtue of a valid appointment extended
to him by the respondent Board of Directors and a letter-directive issued pursuant
thereto by respondent PNB President Roberto S. Benedicto." 3 The action taken in the
case of petitioner was explained thus: "The transfer of petitioner from the Legal
Department is further justi ed by the following facts and circumstances: a) The
position of Chief Legal Counsel carries a special con dential relationship of lawyer and
client. In this regard, the Bank has the prerogative to designate or change its lawyer,
that is, to choose the lawyer, in whom it may have con dence, to head its Legal
Department; b) As a matter of fact, it was on this same principle of con dence that in
1962 the petitioner, who was then an outsider (private practitioner), was appointed as
Vice President and Chief Legal Counsel by the transfer of Atty. Ramon B. de los Reyes,
who was then head (for twenty-one years) of the Legal Department, to a new position of
Technical Assistant to the Executive Vice President, with only the rank of Assistant Vice
President; c) The transfer of petitioner from the Legal Department was made by the
respondent Board, in the exercise of its powers, upon the recommendation of their
respondent PNB President. The respondent Board had authorized the PNB President to
revitalize the Legal Department, . . . " 4
As was made clear at the outset, the law is not on the side of petitioner. His plea
cannot be granted.
1. Petitioner's reliance on the constitutional provision against removal without
cause is misplaced. It is appropriate to invoke it when an o cer or employee in the civil
service enjoying a xed term is made to lose his position without warrant or
justi cation. It certainly nds no application when the duration of one's term depends
on the will of the appointing power. That is so where the position held is highly
con dential in character. Such is the case of the Chief Legal Counsel of respondent
Philippine National Bank. That is our answer to the speci c question before us. Our
decision is limited to the validity of the action taken by respondent Bank. We do not by
any means intimate an opinion as to the legal consequences attaching to an action
similar in character taken by any other o ce or agency of the government concerning a
lawyer in its staff, especially one who was not employed precisely because of the
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 marked degree of con dence reposed in him, but rather because of his technical
competence.
As far as the petitioner is concerned, however, it is our conclusion that he could
not plausibly contend that there was a removal in the constitutional sense as what did
take place was a termination of o cial relation. Accepting as he did the position of
chief legal adviser, the essence of which is the utmost degree of con dence involving
such "close intimacy which insures freedom of intercourse without embarrassment or
freedom from misgivings of betrayals" whether of personal trust or o cial matters, 5
he could not have been unaware that his term could be cut short any time without giving
rise to any alleged infringement of the above constitutional safeguard. There was no
removal which according to such a mandate is only allowable for cause. Hence the lack
of persuasive character of petitioner's plea.
The matter was set forth with precision and clarity by the present Chief Justice in
a recent decision. 6 Thus: "This should not be misunderstood as denying that the
incumbent of a primarily con dential position holds o ce at the pleasure only of the
appointing power. It should be noted, however, that when such pleasure turns into
displeasure, the incumbent is not 'removed' or 'dismissed' from o ce — his 'term'
merely 'expires,' in much the same way as an o cer, whose right thereto ceases upon
expiration of the xed term for which he had been appointed or elected, is not and can
not be deemed 'removed' or 'dismissed' therefrom, upon the expiration of said term.
The main difference between the former — the primarily con dential o cer — and the
latter is that the latter's term is xed or de nite, whereas that of the former is not
pre xed, but inde nite, at the time of his appointment or election, and becomes xed
and determined when the appointing power expresses its decision to put an end to the
services of the incumbent. When this event takes place, the latter is not 'removed' or
'dismissed' from office — his term has merely 'expired'."
2. Petitioner in his memorandum apparently was encouraged by the long,
unbroken, unquestioned course of impressive adjudication of this Court that has given
a well-nigh all-embracing scope to the mantle of protection covering civil service
personnel against removal without cause. So it has been from Lacson v. Romero 7 to
the above-cited Ingles v. Mutuc decision. 8 So, it is to be expected, it would continue to
be. Petitioner's cause did not thereby gain ground however. For as had just been made
clear, there was in his case no question of removal. The excerpts cited by him from a
few of the authoritative precedents thus do not commend themselves for their
pertinence or relevance. 9
There is a question raised by petitioner in his memorandum though, unfortunately
not given the fullness of attention devoted to the removal aspect, which deserves to be
further looked into. While the mode of inviting our attention to it could have bene ted
from a more precise delineation of its implications, reference to our Corpus v.
Cuaderno 1 0 ruling would indicate that what petitioner had in mind was the permanency
of the terms of an o cial whose line of work is likewise of a technical character. As
was made clear by Justice J. B. L. Reyes, who penned the opinion: "The tenure of
o cials holding primarily con dential positions (such as private secretaries of public
functionaries) ends upon loss of con dence, because their term of o ce lasts only as
long as con dence in them endures; and thus their cessation involves no removal. But
the situation is different for those holding highly technical posts, requiring special skills
and quali cations. The Constitution clearly distinguished the primarily con dential from
the highly technical, and to apply the loss of con dence rule to the latter incumbents is
to ignore and erase the differentiation expressly made by our fundamental charter."
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 Petitioner did satisfy himself with citing the title of the above decision and that of
two subsequent cases 1 1 that adhere to the above principle. It could be that he was
more than persuaded that such a succinct and abbreviated form of argumentation
would su ce to carry the day. It does not, however, as a more careful analysis of the
above doctrine would indicate.
It cannot be denied of course that the work of the Chief Legal Counsel of
respondent Bank, as of any lawyer for that matter, is impressed with a highly technical
aspect. As had been pointed out, however, it does not mean that thereby a client is
precluded from substituting in his stead another practitioner. That is his right; his
decision to terminate the relationship once made is impressed with the attribute of
nality. The lawyer cannot be heard to complain; it is enough that his right to
compensation earned be duly respected.
In that sense, it is equally clear that where the position partakes of the attributes
of being both technical and con dential, there can be no insistence of a xed or a
de nite term if the latter aspect predominates. To paraphrase the language of the Chief
Justice in the opinion previously cited, the incumbent of a primarily con dential
position, as was the case of petitioner, should realize that at any time the appointing
power may decide that his services are no longer needed. As thus correctly viewed,
Corpus v. Cuaderno cannot be read as lending support to petitioner's efforts to retain
his position as Chief Legal Counsel of respondent Bank, contrary to its wishes as so
explicitly declared in its Resolution No. 1053.
3. It is manifest from the foregoing that we have considered the crucial issue
posed from the standpoint of the right enjoyed by respondent Bank to choose who its
legal counsel should be and how long he would remain as such. We have not seen any
need to pass upon the con icting claims raised as to the alleged failure of petitioner in
the discharge of his functions to extend the utmost protection to the interests of
respondent Bank nor of the vigorous defense of his actuations as such, which if given
full credence, would erase the slightest doubt as to his competence and pro ciency.
For as above note, the decisive issue is the con dential character of petitioner's
position, which negates reliance on the removal-for-cause guarantee of the
Constitution. We thus leave open for future determination. When and if such a litigation
arises, case involving the other vice-presidents of the respondent Bank, where it would
appear the overriding factor in their selection is not that degree of the utmost
con dence reposed in a lawyer but their technical skills in the performance of the
duties entrusted to them.
WHEREFORE, this petition for certiorari, prohibition and quo warranto is
dismissed. Without pronouncement as to costs.
Concepcion, C.J., Reyes, J.B.L., Teehankee, Barredo and Villamor, JJ., concur.
Dizon and Zaldivar, JJ., did not take part.
Makalintal, J., concurs in the result.
Castro, 7., is on leave.

Footnotes
1. Art. XII, Sec. 4 of the Constitution provides:
"No officer or employee in the Civil Service shall be removed or suspended except for cause."
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 2. Resolution No. 1053.

3. Answer, II, par. 2.

4. Ibid, III, par. 9.
5. De los Santos v. Mallare, 87 Phil. 289 (1950). This formulation is followed in Arrieta v. Bellos,
L-17162, Oct. 31, 1964, 12 SCRA 296; Corpus v. Cuaderno, Sr., L-23721, Mar. 31, 1965, 13
SCRA 591; Hernandez v. Villegas, L-17287, June 30, 1965, 14 SCRA 544; Cariño v.
Agricultural Credit and Cooperative Financing Adm., L-19808, Sept. 29, 1966, 18 SCRA
183; Piñero v. Hechanova, L-22562, Oct. 22, 1966, 18 SCRA 417; Ingles v. Mutuc, L-
20390, Nov. 29, 1968, 26 SCRA 171.
6. Ingles v. Mutuc, L-20390, Nov. 29, 1968, 26 SCRA 171 cited with approval in Ramos v.
Romualdez, L-27946, April 30, 1970.
7. 84 Phil. 740 (1949).
8. L-20390, Nov. 29, 1968, 26 SCRA 171.
9. Petitioner in his memorandum cites the following decisions promulgated by us: Lacson v.
Romero, 84 Phil. 740 (1949); De los Santos v. Mallare, 87 Phil. 289 (1950); Jener v. Borra,
93 Phil. 506 (1953); Rodriguez v. Del Rosario, 93 Phil. 1070 (1953); Miclat v. Ganaden,
108 Phil. 439 (1960); Garcia v. Lejano, L-12230, Aug. 6, 1960; Board of Directors v.
Alandy, L-15391, Oct. 31, 1960; Hernandez v. Villegas, L-17287, June 30, 1965, 14 SCRA
544.
10. L-23721, March 31, 1965, 13 SCRA 591.
11. Piñero v. Hechanova, L-22562, Oct. 22, 1966, 18 SCRA 417 and Ferrer v. Hechanova, L-
24418, January 25, 1967, 19 SCRA 105.

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