Lex Rex Ph

Wesleyan University-Phils. (WUP) Vs. Maglaya Digest

Facts

Guillermo Maglaya was both appointed and elected as Board Member of Wesleyan University Phils. in 2004. He was then elected as President in 2005 with a 5-year term (2005 to 2010).

In 2008, the Bishops of the Methodist Church apprised all members that renewal shall only be approved by them. Election of new members were held in April 2009. The new chairman, with the approval of the Bishops, informed Malaya that his services as President will termination on April 27, 2009. Maglaya and other Board members filed for Complaint for Injunction and Damages before RTC of Cabanatuan.

Issues and Ruling

Is Maglaya a corporate officer or employee?

Corporate officer. Reasons:

  • The bylaws say so. It is apparent from the By-laws of WUP that the president was one of the officers of the corporation, and was an honorary member of the Board.
  • He was appointed by the Board and not by a managing officer
  • An officer may be appointed also. Maglaya’s “appointment” instead of “election” does not convert the present to a mere employee nor amend its nature as a corporate officer because the by-laws specifically mentioned the president as an officer.
  • A corporate officer’s dismissal is always a corporate act and an intra-corporate controversy.
    • Alleged termination of a corporate officer is not a simple labor problem but a matter of→corporate controversy in contemplation of the Corporation Code.
    • RA 8799↔provides that the RTC exercise exclusive jurisdiction over all controversies in the election or appointment of directors, trustees, officers or managers of corporations, partnerships or association.

Petition of WUP granted. Maglaya to reimburse WUP of separation pay etc..

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