FACTS:

This case involves a complaint for constructive dismissal filed by Virginia Balagtas against North Star International Travel, Inc. and its President Norma Cacho before the Labor Arbiter. Balagtas alleges that she was a former employee of North Star and was placed under preventive suspension. She wrote a letter stating her intention to assume her position as Executive Vice-President/Chief Executive Officer but was prevented from doing so. Balagtas filed a complaint claiming that she was constructively and illegally dismissed. The Labor Arbiter ruled in favor of Balagtas, but petitioners appealed to the NLRC. The NLRC reversed the Labor Arbiter's decision, stating that Balagtas was a corporate officer and the dispute was an intra-corporate controversy.

This case was dismissed by the Labor Arbiter for lack of jurisdiction, stating that the position of Balagtas as Executive Vice President and Chief Executive Officer falls within the jurisdiction of the RTC. The NLRC affirmed the Labor Arbiter's ruling, stating that only the RTC has jurisdiction over intra-corporate controversies. Balagtas appealed to the Court of Appeals, which reversed the NLRC's dismissal and remanded the case. Petitioners raise several issues before the Supreme Court, arguing that Balagtas is a corporate officer and that the case is an intra-corporate controversy.

Respondent Balagtas denies being a corporate officer and alleges that the documents presented by the petitioners were falsified and invalid. She contends that her position as Executive Vice President was merely a nomenclature and she was never empowered to exercise the functions of a corporate officer. She argues that the issue of whether she was a corporate officer is irrelevant as her claim for back wages and other compensation should be categorized as a labor dispute. Petitioners argue that Balagtas was a corporate officer, while Balagtas claims that she held the position of Executive Vice President only in name and did not perform the functions of a corporate officer.

The central issue in this case is whether it is an intra-corporate controversy or an ordinary labor dispute within the jurisdiction of the Labor Arbiter. The appellate court employed a two-tier test to determine the nature of the controversy: the relationship test and the nature of the controversy test. Petitioners argue that Balagtas was a corporate officer, while Balagtas claims she held the position only in name and did not perform the functions of a corporate officer.

ISSUES:

1. Whether the present case is an intra-corporate controversy within the jurisdiction of the regular courts or an ordinary labor dispute that the Labor Arbiter may properly take cognizance of.

2. Whether respondent Balagtas was validly appointed as Executive Vice President by the Board of Directors.

3. Whether the Secretary's Certificate presented as evidence of respondent Balagtas' appointment is valid and authentic.

4. Whether the failure to list respondent Balagtas as a corporate officer in the company's General Information Sheet (GIS) affects her status as an officer.

5. Whether the dismissal of respondent Balagtas is considered an intra-corporate controversy.

6. Whether petitioners are estopped from questioning the jurisdiction of the Labor Arbiter.

RULING:

1. The present case is an intra-corporate controversy within the jurisdiction of the regular courts.

2. Respondent Balagtas was validly appointed as Executive Vice President by the Board of Directors, as evidenced by the Secretary's Certificate.

3. The Secretary's Certificate is valid and authentic, and it overcomes respondent Balagtas' contention that she was never empowered to exercise the functions of a corporate officer. Respondent Balagtas' submission of the same Secretary's Certificate as evidence supports this finding.

4. The failure to list respondent Balagtas as a corporate officer in the GIS does not affect her status as an officer. The GIS does not establish whether a position is an ordinary or corporate office.

5. The dismissal of respondent Balagtas is considered an intra-corporate controversy. The Court held that the dismissals of corporate officers in previous cases were deemed intra-corporate controversies not only because the complainants were corporate officers, but also because they were not re-elected to their respective corporate offices and were terminated from the corporation. It was emphasized that the dismissal must relate to the circumstances and incidents surrounding the parties' intra-corporate relationship, and must have something to do with the duties and responsibilities attached to the corporate office or performed in their official capacity. In the case at hand, the allegations and reasons for the termination of respondent Balagtas were intimately and inevitably linked to her role as the petitioner North Star's Executive Vice President. Thus, her dismissal is considered an intra-corporate controversy.

6. Petitioners are not estopped from questioning the jurisdiction of the Labor Arbiter. Respondent Balagtas argued that petitioners raised the issue of jurisdiction belatedly before the NLRC. However, the Court held that petitioners are not estopped from questioning jurisdiction. Estoppel cannot be invoked against the State or its agents when the jurisdictional issue is involved. Moreover, it is settled that jurisdiction over the subject matter of a case cannot be conferred by the absence or failure to timely raise an issue. Thus, petitioners are not estopped from questioning the jurisdiction of the Labor Arbiter.

PRINCIPLES:

• A two-tier test must be employed to determine whether an intra-corporate controversy exists: the relationship test and the nature of the controversy test.

• 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.

• A corporate office is created by the charter of the corporation and the officer is elected thereto by the directors or stockholders.

• The phrase "one or more vice president" in a corporation's by-laws includes the Executive Vice President position, unless expressly excluded.

• The use of the phrase "one or more" in relation to the establishment of vice president positions in a corporation's by-laws indicates an intention to give the corporation's Board ample freedom to make several vice-president positions available as it deems fit.

• A corporate office is created by an express provision in the Corporation Code or the By-laws.

• Appointment or election by the Board of Directors is what makes one a corporate officer.

• Documentary evidence is necessary to prove the appointment of a corporate officer by the board.

• The manner of creation and filling of a position (as provided in the Corporation Code or By-laws and appointment or election by the board) determines whether it is a corporate office.

• The GIS does not determine whether a position is an ordinary or corporate office.

• An intra-corporate controversy exists when the disagreement is rooted in the existence of an intra-corporate relationship and pertains to the enforcement of correlative rights and obligations under the Corporation Code and internal rules of the corporation.

• The dismissals of corporate officers are considered intra-corporate controversies if they are not re-elected to their respective corporate offices and are terminated from the corporation.

• The dismissal of a corporate officer must relate to the circumstances and incidents surrounding the parties' intra-corporate relationship, and must have something to do with the duties and responsibilities attached to the corporate office or performed in their official capacity.

• Estoppel cannot be invoked against the State or its agents when the jurisdictional issue is involved.

• Jurisdiction over the subject matter of a case cannot be conferred by the absence or failure to timely raise an issue.

• Estoppel by laches will only bar a litigant from raising the issue of lack of jurisdiction in exceptional cases.

• The ruling in Tijam v. Sibonghanoy is an exception to the general rule that the issue of jurisdiction may be raised at any stage of the proceedings.

• The invocation of estoppel with respect to the issue of jurisdiction is unavailing because estoppel does not apply to confer jurisdiction upon a tribunal that has none over the cause of action.