MARC II MARKETING v.

ALFREDO JOSON

FACTS:

Alfredo Joson was the General Manager, incorporator, director and stockholder of Marc II
Marketing which took over Marc Marketing. He was employed by Lucila Joson, President of
Marc Marketing through a Management Contract.

Thereafter, Marc II Mktg. decided to stop its operation and apprised Respondent of the
termination of his services as GM. Respondent filed a complaint for reinstatement and money
claim against Marc II.

Lucila Joson moved to dismiss the complaint on the ground that the Labor Arbiter lacks
jurisdiction as the case involved an intra-corporate controversy, which jurisdiction belongs to the
SEC [now with the Regional Trial Court (RTC).

LA’s Decision:
LA favored the respondent. There was an employer-employee relationship between Lucila
Joson and Alfredo Joson. Respondent was illegally dismissed.

NLRC’s Decision:
NLRC ruled in favor of petitioner Corp. Respondent was a corporate officer whose dismissal
involved a purely intra-corporate controversy.

CA’s Decision:
CA upheld LA’s decision. The respondent was a mere employee of petitioner corporation, who
has been illegally dismissed from employment without valid cause and without due process.

ISSUES:
1. WON Alfredo Joson is a corporate officer, which case automatically falls within the
jurisdiction of the RTC and not with the Labor Arbiter.
2. WON Lucila Joson can be made joint and severally liable with the petitioner corporation.

I.

Alfredo Joson is not a corporate officer.

Under the law, corporate officers are those expressly mentioned by the
Corporation Code or by the corporation’s by-laws, while the rest are considered only as
employees or subordinate officials. The board of directors has no power to create other
corporate offices without first amending the corporate by-laws so as to include therein the
newly created corporate office. The dismissal of a corporate officer is always regarded as a
corporate act and/or an intra-corporate controversy which falls under the jurisdiction of
the RTC.

In this case, the petitioner Corporation’s by laws did not explicitly reveal the position of a
General Manager as one of its corporate officers. Hence, the respondent can only be regarded
as an employee or subordinate.
 Therefore, being an employee, his case falls within the jurisdiction of the LA and not with
the RTC.

II.

Lucila Joson is jointly and solidariy liable with the petitioner corporation.

Under the law, the corporation has a personality separate and distinct from its officers,
stockholders, however its corporate veil can be pierced when the notion of its legal entity
is used as a means to perpetrate fraud, illegal act, used as a vehicle for the evasion of an
existing obligation, and to confuse legitimate issues.

In this case, Lucila Joson, the President of the corporation acted in bad faith and with
malice in effecting the abrupt dismissal of the Respondent without prior notice and without
separation pay considering that his termination was not due to business losses or financial
reverses.

Therfore, Lucica Joson can be made personally liable.

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PRINCIPLES

JURISDICTION

Original and exclusive Jurisdiction of Labor Arbiter

- cases involving termination or dismissal of workers
Jurisdiction of RTC
- cases involving termination or dismissal of a corporate officer

CORPORATE OFFICER

A corporate officers are those officers of a corporation who are given that character either by
the Corporation Code or by the corporation's by-laws.  

Under the Corporation Code, corporate officers are 1) president; (2) secretary; (3) treasurer;
and (4) such other officers as may be provided for in the by-laws.

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 [b]y-laws.