Commercial Law Review Digests | 1

Brixton Reyes
Date February 5, 2014
COSARE V. BROADCOM ASIA INC. G.R.
G.R. No. 201298
No.
Ponent
J. Reyes
e

DOCTRINE:
An enabling clause in a corporations by-laws empowering its board of directors to
create additional officers, even with the subsequent passage of a board resolution
to that effect, cannot make such position a corporate office.
Not all conflicts between the stockholders and the corporation are classified as
intra-corporate. The status or relationship of the parties and the nature of subject
matter must be considered.

FACTS:
Cosare (P), a former salesman, became an incorporator of Broadcom
Communications (R) when it was set up by Arevalo in 2000 having been assigned
100 shares of stock. He was promoted to Assistant VP for Sales.
P alleged that Rs Broadcom VP for Sales Abiog committed various anomalies such
as doing under-the-table dealings. Because of this, he was charged of serious
misconduct & wilful breach of trust and was eventually barred from going to the
company.
P filed a labor case of constructive dismissal before the Labor Arbiter. R argued
that the case was an intra-corporate controversy since P was a corporate officer
and thus should be filed with the RTC. This is due to a clause in Rs charter and by-
laws that stated, the Board may, from time to time, appoint such other officers
as it may determine to be necessary or proper.
LA: Dismissed P.
NLRC: In favour of P.
CA: In favour of R.

ISSUE/S:
Whether P is a corporate officer thus making the case an intra-corporate controversy.

RULING:
No.
P was not a corporate officer as the term is defined by P.D. No. 902-A. The only
officers who are specifically listed, and thus with offices that are created under Rs
by-laws are the following: the President, Vice-President, Treasurer and Secretary.
The position of AVP is not one of them. Although a blanket authority provides for
the Boards appointment of such other officers, R failed to sufficiently establish
that the position of AVP for Sales was created by virtue of an act of Rs board, and
that P was specifically elected or appointed to such position by the directors.
In determining the existence of an intra-corporate dispute, the status or
relationship of the parties and the nature of the question that is the subject of the
controversy must be taken into account. Even if P was a stockholder of R during
its incorporation, this case relates to Ps rights and obligations as a regular officer
of Broadcom, instead of as a stockholder of the corporation.

DISPOSITIVE PORTION:
 Commercial Law Review Digests | 2

WHEREFORE, the petition is GRANTED. The Decision dated November 24, 2011 and
Resolution dated March 26, 2012 of the Court of Appeals in CA-G.R. SP. No. 117356 are
SET ASIDE. The Decision dated August 24, 2010 of the National Labor Relations
Commission in favor of petitioner Raul C. Cosare is AFFIRMED.