LESLIE OKOL v SLIMMERS WORLD INTERNATIONAL, BEHAVIOR

MODIFICATIONS, INC. and RONALD JOSEPH MOY

G.R. No. 160146 December 11, 2009
Carpio, J.
FACTS:
Leslie Okol, a Vice President of Slimmers World, was terminated from employment
after an incident with the Bureau of Customs regarding equipment (elliptical
machines, treadmills) belonging to/consigned to Slimmers World. As such, Okol filed
a complaint with the Arbitration branch of the NLRC against Slimmers World for
illegal suspension, illegal dismissal, unpaid commissions, damages, and attorneys
fees, with prayer for reinstatement and payment of backwages. Slimmers World
filed a Motion to Dismiss the case, asserting that the NLRC had no jurisdiction over
the subject matter of the complaint. Slimmers Worlds motion was sustained, with
the labor arbiter ruling that since Okol was the vice president at the time of her
dismissal, being a corporate officer, the dispute was an intra-corporate controversy
falling outside the jurisdiction of the arbitration branch. On appeal, the NLRC
reversed the LA decision and ordered Slimmers World to reinstate Okol. The CA
subsequently set aside the NLRC decision and ruled that the case was an intracorporate controversy, and falls within the jurisdiction of the regular courts pursuant
to RA 8799.
Issue/s:
1. W/N Okol was an employee or corporate officer of Slimmers World.
2. W/N the NLRC has jurisdiction over the illegal dismissal case filed by Okol.
Held/Ruling:
1. Yes. Okol was a Corporate Officer at the time of her dismissal. According to
the Amended By-Laws of Slimmers World which enumerate the power of the
board of directors as well as the officers of the corporation, The general
management of the corporation shall be vested in a board of five directors
who shall be stockholders and who shall be elected annually by the
stockholders and who shall serve until the election and qualification of their
successors and Like the Chairman of the Board and the President, the Vice
President shall be elected by the Board of Directors from its own members.
The Vice President shall be vested with all the powers and authority and is
required to perform all the duties of the President during the absence of the
latter for any cause. The Vice President will perform such duties as the Board
of Directors may impose upon him from time to time. This clearly shows that
Okol was a director and officer of Slimmers World.
2. No. Since it has been shown that Okol was a corporate officer, her charges of
illegal suspension, illegal dismissal, unpaid commissions, reinstatement and

back wages against Slimmers World fall squarely within the ambit of intracorporate disputes. A corporate officers dismissal is always a corporate act,
or an intra-corporate controversy which arises between a stockholder and a
corporation. The question of remuneration involving a stockholder and officer,
not a mere employee, is not a simple labor problem but a matter that comes
within the area of corporate affairs and management and is a corporate
controversy in contemplation of the Corporate Code. The determination of the
rights of a director and corporate officer dismissed from his employment as
well as the corresponding liability of a corporation, if any, is an intracorporate dispute subject to the jurisdiction of the regular courts as conferred
by law. As the CA has affirmed, the petition is denied, without prejudice to
Okols taking recourse to and seeking relief through the appropriate remedy
in the proper form.