WPP MARKETING COMMUNICATIONS INC.
V JOCELYN GALERA
Facts: Petitioner Jocelyn Galera, is an American citizen recruited by the Private Respondent
John Steedman, (the chairman of WPP Worldwide and the CEO of Mindshare Co., a corporation
based on Hongkong) to work in the Philippines for WPP, said company was registered and
operating under the Philippine Laws. Thereafter, the petitioner accepted the offer and signed an
Employment Contract. On Sept 1, 1999, her employment with WPP became effective solely on the
instruction of the CEO and upon the signing of the contract. 4 months had passed before the
respondent company filed an application for the petitioner’s working visa wherein she was
designated as the Vice-President of WPP, she alleged that she was constrained to sign the
application in order that she could remain in the Philippines and retain her employment. On
December 14, 2000, Galera was verbally notified by Steedman that her services had been
terminated. A termination letter followed the next day.
On January 3, 2001, the Petitioner filed a complaint for illegal dismissal and claim
other fees against WPP. The Labor Arbiter ruled in her favor and held that she not only
illegally dismissed but was not accorded a due process on the ground that WPP failed to
observe the two-notice rule and did not give Galera an opportunity to defend herself and
explain her side. She was even prohibited from reporting for work that day and was told not
to report for work the next day as it would be awkward for her and respondent Steedman to
be in the same premises after her termination. WPP only served Galera her written notice of
termination only on 15 December 2001, one day after she was verbally apprised thereof.
The NLRC reversed the ruling of the Labor Arbiter and stressed that Galera was a
corporate officer, at that time, she was removed by the Board of Directors. Her claim that she
was not a corporate officer was unavailing because even if her May 31,2000 election for Vice-
President was subject to Security and Exchange Commission’s (SEC) approval and such was
only approved on February 2001 she continued to hold her previous position as VP under
December 31,1999 election until such time her successor was duly elected and qualified.
The petitioner assailed that NLRC acted with GADALEJ.
ISSUE: Whether the petitioner was an employee or a corporate officer
HELD: Galera was an employee.
Corporate officers are given such character either by the Corporation Code or by the
corporation by-laws. Under Section 25 of the Corporation Code, the corporate officers are the
president, secretary, treasurer and such other officers as may be provided in the by-laws. Other
officers are sometimes created by the charter or by-laws of a corporation, or the board of directors
may be empowered under the by-laws of a corporation to create additional offices as may be
necessary. An examination of WPPs by-laws resulted in a finding that Galera’s appointment as a
corporate officer (Vice-President with the operational title of Managing Director of Mindshare)
during a special meeting of WPPs Board of Directors is an appointment to a non-existent corporate
office. WPPs by-laws provided for only one Vice-President. At the time of Galeras appointment on
December 31, 1999, WPP already had one Vice-President in the person of Webster. Galera cannot
be said to be a director of WPP also because all five directorship positions provided in the by-laws
are already occupied. Finally, WPP cannot rely on its Amended By-Laws to support its argument
that Galera is a corporate officer. The Amended By-Laws provided for more than one Vice-President
and for two additional directors. Even though WPPs stockholders voted for the amendment on May
31, 2000, the SEC approved the amendments only on February 16, 2001. Galera was dismissed on
December 14, 2000. WPP, Steedman, Webster, and Lansang did not present any evidence
that Galeras dismissal took effect with the action of WPPs Board of Directors.
Note: The appellate court further justified that Galera was an employee and not a corporate
officer by subjecting WPP and Galeras relationship to the four-fold test: (a) the selection and
engagement of the employee; (b) the payment of wages; (c) the power of dismissal; and (d) the
employers power to control the employee with respect to the means and methods by which the
work is to be accomplished.
