Okol v. Slimmers World

24.
LESLIE OKOL vs. SLIMMERS WORLD INTERNATIONAL, BEHAVIOR MODIFICATIONS,

INC., and RONALD JOSEPH MOY
G.R. No. 160146 December 11, 2009
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.
Facts:
Respondent Slimmers World employed petitioner Leslie Okol (Okol) as a management trainee
on 15 June 1992. She rose up the ranks to become Head Office Manager and then Director and
Vice President from 1996 until her dismissal on 22 September 1999.
Prior to Okol’s dismissal, Slimmers World preventively suspended Okol. The suspension arose
from the seizure by the Bureau of Customs of seven Precor elliptical machines and seven
Precor treadmills belonging to or consigned to Slimmers World.
Okol filed a complaint with the Arbitration branch of the NLRC against Slimmers World,
Behavior Modifications, Inc. and Moy (respondents) for illegal suspension, illegal dismissal,
unpaid commissions, damages and attorney’s fees, with prayer for reinstatement and payment
of backwages.
Respondents filed a Motion to Dismiss the case with a reservation of their right to file a Position
Paper at the proper time. Respondents asserted that the NLRC had no jurisdiction over the
subject matter of the complaint.
The labor arbiter granted the motion to dismiss. The labor arbiter ruled that Okol was the vice-
president of Slimmers World at the time of her dismissal. Since it involved a corporate officer,
the dispute was an intra-corporate controversy falling outside the jurisdiction of the Arbitration
branch.
On appeal, the NLRC reversed and set aside the labor arbiter’s order.
The appellate court set aside the NLRC’s and affirmed the labor arbiter’s Order. The Court of
Appeals ruled that the case, being an intra-corporate dispute, falls within the jurisdiction of the
regular courts pursuant to Republic Act No. 8799.
Okol filed a Motion for Reconsideration which was denied.
Hence, the instant petition.
Petitioner insists that the Court of Appeals erred in ruling that she was a corporate officer and
that the case is an intra-corporate dispute falling within the jurisdiction of the regular courts.
Petitioner asserts that even as vice-president, the work that she performed conforms to that of
an employee rather than a corporate officer. Mere title or designation in a corporation will not, by
itself, determine the existence of an employer-employee relationship. It is the "four-fold" test,
namely (1) the power to hire, (2) the payment of wages, (3) the power to dismiss, and (4) the
power to control, which must be applied.
Petitioner enumerated the instances that she was under the power and control of Moy,
Slimmers World’s president: (1) petitioner received salary evidenced by pay slips, (2) Moy
deducted Medicare and SSS benefits from petitioner’s salary, and (3) petitioner was dismissed
from employment not through a board resolution but by virtue of a letter from Moy. Thus, having
shown that an employer-employee relationship exists, the jurisdiction to hear and decide the
case is vested with the labor arbiter and the NLRC.
Issue: Whether or not petitioner was an employee or a corporate officer of Slimmers World
Ruling:
CORPORATE OFFICER. Section 25 of the Corporation Code enumerates corporate officers as

the president, secretary, treasurer and such other officers as may be provided for in the by-laws.
In Tabang v. NLRC, we 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.
In the present case, the respondents, in their motion to dismiss filed before the labor arbiter,
questioned the jurisdiction of the NLRC in taking cognizance of petitioner’s complaint. In the
motion, respondents attached the General Information Sheet (GIS) dated 14 April 1998, Minutes
of the meeting of the Board of Directors dated 14 April 1997 and Secretary’s Certificate, and the
Amended By-Laws dated 1 August 1994 of Slimmers World as submitted to the SEC to show
that petitioner was a corporate officer whose rights do not fall within the NLRC’s jurisdiction. The
GIS and minutes of the meeting of the board of directors indicated that petitioner was a member
of the board of directors, holding one subscribed share of the capital stock, and an elected
corporate officer.
Clearly, from the documents submitted by respondents, petitioner was a director and officer of
Slimmers World. The charges of illegal suspension, illegal dismissal, unpaid commissions,
reinstatement and back wages imputed by petitioner against respondents fall squarely within the
ambit of intra-corporate disputes. In a number of cases, we have held that a corporate officer’s
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
Corporation Code.

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24.

LESLIE OKOL vs. SLIMMERS WORLD INTERNATIONAL, BEHAVIOR MODIFICATIONS,

Okol filed a Motion for Reconsideration which was denied.

Hence, the instant petition.

CORPORATE OFFICER. Section 25 of the Corporation Code enumerates corporate officers as

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