THIRD
DIVISION
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RURAL BANKERS ASSOCIATION OF THE PHILIPPINES, represented herein by
FRANCIS S. GANZON and WILLIAM K. HOTCHKISS III, FRANCIS S. GANZON, and
WILLIAM K. HOTCHKISS III,
Petitioners, - versus- MA. ROSARIO
TANGHAL-SALVAÑA,
Respondent. |
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G.R. No. 175020 Present: YNARES-SANTIAGO, J. Chairperson, AUSTRIA-MARTINEZ, CHICO-NAZARIO, NACHURA,
REYES,
JJ. Promulgated: |
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CHICO-NAZARIO, J.:
Assailed
before this Court, in a Petition for Review on Certiorari under Rule 45
of the Rules of Court, are the Resolutions, dated
The
present Petition stems from a dispute involving the election of the members of
the Board of Directors of petitioner
Rural Bankers Association of the Philippines (RBAP).
RBAP
is a non-stock, non-profit organization composed of rural bankers throughout
the
The
annual election of members of the RBAP Board of Directors is administered and
supervised by an Electoral Board composed of five members. In 2005, the members of the Electoral Board
were Paz Radaza, Jaime Narvaez,
Randolf Ritch, Huberto Rebong, and Aurora
Santos. In the first quarter of 2006, Huberto Rebong and Aurora Santos
resigned, while the term of Randolf Ritch expired.
Considering the election of the Board of Directors scheduled on
RBAP
members who were interested to run in the 2006 election then filed their
respective Certificates of Candidacy.
After evaluation of the Certificates of Candidacy, the Electoral Board
requested the two members interested to run for the position of RBAP Director
for Region XII, namely, respondent Salvaña and
Charles D. Tan (Tan), to submit Position Papers to justify why they were
qualified to run as such. Respondent Salvaña and Tan submitted their respective Position
Papers. On
The
election proceeded on
The
foregoing incidents prompted respondent Salvaña to
file a Complaint with the Regional Trial Court (RTC), Branch 46, of
In
support of her prayer for preliminary injunction, respondent Salvaña further made the following allegations:
3.48. [Herein respondent Salvaña] is entitled to the relief of preliminary injunction enjoining the “newly-elected” Board of Directors and officers of RBAP from taking their oath of office, from assuming the same, and from performing any and all acts in connection with or in relation to the position of director or officer of RBAP.
3.49. When the improperly constituted Electoral Board nullified her candidacy with manifest partiality and unfairness, she was deprived of her indubitable right to be elected director of RBAP representing Region XII. Such disqualification worked (sic) grave injustice to her.
3.50. Furthermore, to allow Charles D. Tan to assume the directorship in the RBAP representing Region XII, despite his obvious ineligibility to be elected in such position, is another patent violation of [respondent Salvaña]’s right to be elected and to assume the directorship. It is also a violation of the right of the rural bankers in Region XII to have a qualified director of their own to represent them in the board of RBAP. It is also a violation of the right of RBAP as an institution to have a qualified director to direct and manage its affairs.
3.51. Great and irreparable injury will likewise be caused to RBAP if the improperly elected Board of Directors and officers will be allowed to direct and manage the affairs of RBAP. All their subsequent actions will be put into doubt and subject to attack on the ground of nullity, if the issue of their qualification and valid election will not be immediately resolved.
3.52. Thus, unless a writ of preliminary injunction is issued, the taking of oath of office by the Board of Directors and officers of RBAP, and subsequent assumption of office, and the performance of any and all in connection with or in relation to the position as director or officer of RBAP will surely work injustice not only to the [respondent Salvaña], but also to the rural bankers of Region XII and to the RBAP as an institution.
3.53. There is urgency
in the issuance of the writ of preliminary injunction being prayed for as the oathtaking of the newly-elected Board of Directors and
officers is set on
3.54. [Respondent Salvaña] hereby offers a bond in such amount as the
Honorable Court may deem proper to indemnify the defendants for any damage that
they may suffer if it may be found out later that the issuance of the writ is
not warranted.[1]
In connection with her foregoing
application for the issuance of a writ of preliminary injunction, respondent Salvaña prayed that the RTC, immediately upon receipt of
her Complaint, hold hearing for the purpose of issuing a writ of preliminary
injunction to enjoin the newly-elected RBAP Board of Directors and officers
from assuming their office, from taking their oath of office, and from
performing any and all acts in connection with or in relation to the position
of RBAP director or officer.
Respondent
Salvaña subsequently filed with the RTC a Verified
Motion/Application for the Issuance of Temporary Restraining Order essentially
reiterating the allegations and arguments in support of her application for the
issuance of a writ of preliminary injunction.
Petitioner
Hotchkiss, by special appearance, filed with the RTC a Motion to Dismiss the
Complaint in Civil Case No. 06-115260 based on the following grounds: (1) The
RTC has no jurisdiction over the persons of the defendants, named as the Board
of Directors of RBAP (Fiscal Year 2006-2007), Officers of RBAP (Fiscal Year
2006-2007), Electoral Board of RBAP, and petitioner Hotchkiss, since they have
yet to receive proper summons individually; (2) Respondent Salvaña
failed to exhaust the remedies and to comply with the reglementary periods as
provided in the Interim Rules of Procedure Governing Intra-Corporate
Controversies Under Republic Act No. 8799 and the RBAP Election Code; and (3)
Respondent Salvaña’s Complaint is merely intended to
harass the defendants and impede the operations of RBAP to its detriment.
In
its Order, dated
Aggrieved,
respondent Salvaña filed with the Court of Appeals a
Petition for Certiorari under Rule 65 of the Rules of Court, docketed as
CA-G.R. SP No. 95516, asserting that the RTC acted with patent and grave abuse
of discretion amounting to lack or excess of jurisdiction in issuing its Order,
dated 21 July 2006, denying her application for issuance of a writ of
preliminary injunction. The Court of Appeals,
in a Resolution, dated
In
order not to render the petition moot and academic and to preserve the rights
of [herein respondent Salvaña], let a temporary
restraining order issue, upon the filing by [respondent Salvaña]
of a bond in the amount of P50,000.00 to answer for damages which [Board
of Directors of RBAP, et al.] may sustain by reason thereof, enjoining
[Board of Directors of RBAP, et al.] from holding their induction on
August 18, 2006 and from further performing acts and functions in relation to
their office.
[Board of Directors of RBAP, et al.] are directed to show cause, within ten (10) days from notice, why the injunction should not be granted.[5]
Petitioners
Hotchkiss and Ganzon filed with the Court of Appeals
an Urgent Motion (for Reconsideration and to Lift and/or Dissolve Temporary
Restraining Order). The Court of
Appeals, in a Resolution, dated
The
purpose of a preliminary injunction is to prevent threatened or continuous
irremediable injury to some of the parties before their claims can be
thoroughly studied and adjudicated. Its
sole aim is to preserve the status quo until the merits of the case can
be heard fully. (
WHEREFORE, let a writ of
preliminary injunction issue, under the same bond of P50,000.00, enjoining [Board of Directors of RBAP, et al.] from holding their induction
as officers and members of the Board of Directors of RBAP and from performing
acts and functions in relation to their office.[7]
Hence,
the present Petition was filed on
I
Whether the Respondent has a right to be protected by law and the Petitioners have violated such right.
II
Whether the Respondent will suffer grave and irreparable injury.
III
Whether Petitioner Hotchkiss III illegally appointed members of the Electoral Board.
IV
Whether the action of the Respondent to question the appointment of the Electoral Board and election of the Members of the Board of Directors has expired.[8]
They seek the following reliefs from this Court:
WHEREFORE, premises considered, it is hereby most respectfully prayed unto this Honorable Supreme Court that the instant Petition for Review be given due course and credence and thereafter a Resolution BE ADOPTED:
1. By setting
aside and nullifying the assailed Resolution of the Honorable Court of Appeals
dated
2. By rendering a new decision denying the Prayer for Injunction by the Respondent.
Other reliefs just and equitable under the premises are likewise prayed for.[9]
Petitioners
subsequently filed on 10 November 2006, an Urgent Motion in which they again
prayed that their Petition for the lifting of the injunction be resolved, and
should this not be possible, then the members of the RBAP Board of Directors
for 2006-2007, be authorized to call for a general assembly meeting for the
purpose of determining whether the corporate life of the RBAP shall be extended
or not.
Respondent
Salvaña in her Manifestation and Motion, filed on 10
January 2007, a Comment and Motion (On Petitioners’ Urgent Motion dated
10 November 2006), filed on 12 January 2007, argues that petitioners Hotchkiss
and Ganzon have no authority to represent RBAP since
petitioner Hotchkiss is not a member of the current Board of Directors of RBAP,
while petitioner Ganzon is enjoined from performing
his functions as director and officer of RBAP pursuant to the writ of
preliminary injunction issued by the Court of Appeals in CA-G.R. SP No.
95516. The Secretary’s Certificate
stating that the RBAP Board of Directors held a special meeting on
In
another Urgent Motion, filed on
On
the same day, 29 January 2007, respondent Salvaña
filed with this Court a Manifestation and Motion contending that petitioners’
Urgent Motion, dated 10 November 2006, had become moot and academic in light of
the fact that the petitioners, without waiting for the resolution of their
motion, already proceeded with the RBAP special general membership meeting and
national management conference on 28-29 November 2006, for the purpose of
extending the corporate life of RBAP.
She then requests from this Court that the period within which she is to
file her comment and/or opposition to the present Petition be suspended pending
resolution of her Manifestation and Motion, filed on 8 January 2007, wherein
she seeks the denial of the Petition due to the lack of authority of
petitioners Hotchkiss and Ganzon to file the same on
behalf of RBAP. The request was granted
by this Court in a Resolution, dated
Petitioners next filed on
In
her latest pleading, filed on
At the
onset, it must be made clear that this Court has yet to determine whether the petition
at bar should be granted because it must resolve, preliminarily, the issue
raised by respondent Salvaña as to whether the petition
should be denied for lack of authority of petitioners Hotchkiss and Ganzon to file the same on behalf of RBAP. An affirmative answer to the latter would
render unnecessary the determination of the former.
Basic
is the rule in remedial law that civil actions may be brought to court only by
a real party in interest, as identified in Rule 3, Section 2 of the Rules of
Court, which reads:
SEC. 2. Parties in interest. – A real party in interest is the party who stands to be benefited or injured by the judgment in the suit, or the party entitled to the avails of the suit. Unless otherwise authorized by law or these Rules, every action must be prosecuted or defended in the name of the real party in interest.
This Court in Oco
v. Limbaring,[10]
expounded on the said provision as follows:
As applied to the present case, this provision has two requirements: 1) to institute an action, the plaintiff must be the real party in interest; and 2) the action must be prosecuted in the name of the real party in interest. Necessarily, the purposes of this provision are 1) to prevent the prosecution of actions by persons without any right, title or interest in the case; 2) to require that the actual party entitled to legal relief be the one to prosecute the action; 3) to avoid a multiplicity of suits; and 4) to discourage litigation and keep it within certain bounds, pursuant to sound public policy.
Interest within the meaning of the Rules means material interest or an interest in issue to be affected by the decree or judgment of the case, as distinguished from mere curiosity about the question involved. One having no material interest to protect cannot invoke the jurisdiction of the court as the plaintiff in an action. When the plaintiff is not the real party in interest, the case is dismissible on the ground of lack of cause of action.
In Shipside Incorporated v. Court
of Appeals,[11] this
Court stated that to qualify a person to be a real party in interest in whose
name an action must be prosecuted, he must appear to be the present real owner
of the right sought to enforced. A real party in interest is the party who
stands to be benefited or injured by the judgment in the suit, or the party
entitled to the avails of the suit. And
by real interest is meant a present substantial interest, as distinguished from
a mere expectancy, or a future, contingent, subordinate or consequential
interest.
The
requirement that the party instituting a civil case must be a real party in
interest must consequently extend to a party filing an appeal of a civil case
to the higher courts. Guided by the
foregoing procedural rule and jurisprudence, this Court now proceeds to
determining whether RBAP, Hotchkiss, and Ganzon may
properly file the present Petition.
Petitioner RBAP
It is indubitable that the present controversy involving
the composition of its Board of Directors directly affects the RBAP, and that
the RBAP has substantial interest in the resolution thereof. However, the more relevant question herein is
not whether RBAP has substantial interest in the present petition, but whether
it has actually authorized the filing of the same on its behalf through the
other petitioners, Ganzon and Hotchkiss.
This Court rules in the negative.
The power of the
corporation to sue and be sued in any court is lodged with the Board of
Directors that exercises its corporate powers.[12] How then could the RBAP, through its Board of
Directors, validly authorize the filing of the present petition when the very
same Board that granted the authority on its behalf is enjoined by a competent
court from acting as such? There can be
no logical answer to this question.
The
preliminary injunction was issued by the Court of Appeals on
The supposed
special meeting of the RBAP Board of Directors on
The words of the appellate court in the said Resolution are
simple and clear, and leave no room for interpretation: the officers and
members of the Board of Directors of the RBAP are enjoined from holding
their induction and from performing acts and functions in relation to their
office. It provides no qualification or
exception.
Equally unconvincing is petitioners Hotchkiss and Ganzon’s assertion that they would not have been able to
appeal to this Court the Resolution, dated 13 October 2006, of the Court of
Appeals, unless the Board of Directors of the RBAP met to authorize them to do
so. The officers and members of the
Board of Directors of the RBAP elected in the
Petitioner Hotchkiss
Petitioner
Hotchkiss, in addition to his being the alleged authorized representative of
RBAP, also joins in this appeal as the former President of RBAP. This Court, however, finds that he has no
real and substantial interest in the Petition at bar. On appeal before this Court, is the issuance
by the Court of Appeals of a preliminary injunction against the officers and
members of the Board of Directors of the RBAP, who won in the elections of
Petitioner Ganzon
Just like petitioner Hotchkiss, petitioner Ganzon joins the petition at bar as the authorized
representative of RBAP, as well as in his personal capacity as board member and
President of RBAP. This Court already
ruled that petitioner Ganzon could not validly file
this Petition on behalf of the RBAP.
Nonetheless, he is a real party in interest when he asserts his personal
right to act as an officer and member of the Board of Directors of RBAP, having
won in the
Even given
that one out of the three petitioners herein can be considered a real party in
interest, it cannot cure the defect of the instant petition and save it from
outright denial. To still give due
course to the petition would be to condone, and even encourage, the shotgun or
trial-and-error approach adopted herein by the petitioners, leaving it to
chance that the appeal may be given due course, at least, as to one of
them. The parties and especially, their counsel, are expected to act with more circumspection in
identifying the real parties in interest who can appeal the adverse judgment. Moreover, to allow the petition to proceed,
even as to petitioner Ganzon alone, is to tolerate
the attempt of petitioners Ganzon and Hotchkiss and
the other officers and members of the Board of Directors of RBAP to circumvent
the preliminary injunction issued by the Court of Appeals against them, because
they will still be able to achieve what they set out to do in their prohibited
meeting on 17 October 2006, which is to file and pursue the instant petition
seeking the lifting of the said preliminary injunction.
The petition at bar should likewise be denied for lack of
proper certification against forum shopping.
Respondent Salvaña's Petition for
Certiorari in CA-G.R. SP No. 95516, before the Court of Appeals assails
only the Order, dated 21 July 2006, of the RTC in Civil Case No. 06-115260 which denied her prayer
for the issuance of a writ of preliminary injunction. Respondent Salvaña's
other claims in Civil Case No. 06-115260 based on the four causes of action she
raised in her complaint remains pending with the RTC. When the Court of Appeals issued the writ of
preliminary injunction in its Resolution, dated
Appeal by certiorari to this Court, may be
instituted in the following manner –
SECTION 1. Filing
of petition with Supreme Court. - A party desiring to appeal by
certiorari from a judgment or final order or resolution of the Court of
Appeals, the Sandiganbayan, the Regional Trial Court
or other courts whenever authorized by law, may file with the Supreme Court a
verified petition for review on certiorari.
The petition shall raise only questions of law which must be distinctly
set forth.
x x x x
SECTION 4. Contents
of petition. – The petition shall be filed in eighteen (18)
copies, with the original copy intended for the court being indicated as such
by the petitioner, and shall xxx (e) contain a sworn certification against
forum shopping as provided in the last paragraph of Section 2, Rule 42.[13]
In relation to the afore-quoted
provisions, Section 2, Rule 42 of the Rules of Court reads as follows:
SECTION 2. Form and contents. – x x x.
The petitioner shall also submit together with the petition a certification under oath that he has not theretofore commenced any other action involving the same issues in the Supreme Court, the Court of Appeals or different divisions thereof, or any other tribunal or agency, if there is such other action or proceeding, he must state the status of the same; and if he should thereafter learn that a similar action or proceeding has been filed or is pending before the Supreme Court, the Court of Appeals, or different divisions thereof, or any other tribunal or agency, he undertakes to promptly inform the aforesaid courts and other tribunal or agency thereof within five (5) days therefrom.
Non-compliance with the verification
and certification requirements may be a ground for the denial of the petition
for review.[14]
The
requirement to file a certificate of non-forum shopping is mandatory, and
failure to comply therewith cannot be excused. The certification is a
peculiar and personal responsibility of the party, an assurance given to the
court or other tribunal that there are no other pending cases involving basically
the same parties, issues and causes of action. Hence, the certification
must be accomplished by the party himself because he has actual knowledge of
whether or not he has initiated similar actions or proceedings in different
courts or tribunals.[15]
In
Fuentebella v. Castro,[16]
this Court laid down additional guidelines for compliance with the required
certificate of non-forum shopping, particularly, in cases where the petitioner
is a corporation and/or there are several petitioners, to wit –
This requirement is intended to apply to both natural and juridical persons as Supreme Court Circular No. 28-91 and Section 5, Rule 7 of the Rules of Court do not make a distinction between natural and juridical persons. Where the petitioner is a corporation, the certification against forum shopping should be signed by its duly authorized director or representative. This was enunciated in Eslaban, Jr. v. Vda. de Onorio, where the Court held that if the real party-in-interest is a corporate body, an officer of the corporation can sign the certification against forum shopping so long as he has been duly authorized by a resolution of its board of directors.
Likewise, where there are several petitioners, it is
insufficient that only one of them executes the certification, absent a showing
that he was so authorized by the others. That certification requires personal
knowledge and it cannot be presumed that the signatory knew that his
co-petitioners had the same or similar actions filed or pending.
Hence, a certification which had been signed without the proper authorization is defective and constitutes a valid cause for the dismissal of the petition.
This
holds true in the present case where the Court of Appeals accordingly dismissed
the petition for lack of proper authorization of the one signing it on behalf
of petitioners. Lourdes Pomperada, the Administrative
Manager of petitioner corporation, who signed the verification and certificate
on non-forum shopping, initially failed to submit a secretary’s certificate or
a board resolution confirming her authority to sign for the corporation, and a
special power of attorney to sign on behalf of co-petitioner Art Fuentebella, who was sued jointly and solidarily
with the corporation in his capacity as officer of the latter.
In
the present Petition, the attached certificate of non-forum shopping was signed
only by petitioners Hotchkiss and Ganzon. They did not have the proper authority to
sign for RBAP, their supposed co-petitioner.
While this Court acknowledges that there can be no instance when the
RBAP can give authorization to petitioners Hotchkiss and Ganzon
to sign the certification of non-forum shopping on its behalf, in view of the
preliminary injunction against its Board of Directors, this Court can not
soften its stance, bearing in mind that petitioners Hotchkiss and Ganzon brought the problem unto themselves by including
RBAP as co-petitioner herein.
In sum, the
petition at bar is being denied for failure to comply with fundamental rules of
procedure.
Obedience
to the requirements of procedural rules is needed if the parties are to expect
fair results therefrom, and utter disregard of the
rules cannot justly be rationalized by harking on the policy of liberal
construction.[17] Procedural rules are tools designed to facilitate the
adjudication of cases. Courts and litigants alike are thus enjoined to abide
strictly by the rules. And while the Court, in some instances, allows a
relaxation in the application of the rules, this was never intended to forge a
bastion for erring litigants to violate the rules with impunity. The liberality in the interpretation and
application of the rules applies only in proper cases and under justifiable
causes and circumstances. While it is true that litigation is not a game of technicalities,
it is equally true that every case must be prosecuted in accordance with the
prescribed procedure to insure an orderly and speedy administration of justice.[18]
WHEREFORE, premises considered, the instant Petition for Review is hereby DENIED, and the Regional Trial
Court, Branch 46, of
SO
ORDERED.
|
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MINITA V. CHICO-NAZARIO
Associate
Justice |
WE
CONCUR:
CONSUELO YNARES-SANTIAGO
Associate Justice
Chairperson
Associate Justice
Associate
Justice
RUBEN T. REYES
Associate
Justice
ATTESTATION
I attest that the conclusions in the above Resolution
were reached in consultation before the case was assigned to the writer of the
opinion of the Court’s Division.
CONSUELO YNARES-SANTIAGO
Associate Justice
Chairperson,
Third Division
CERTIFICATION
Pursuant to Section 13, Article VIII
of the Constitution, and the Division Chairperson’s Attestation, it is hereby
certified that the conclusions in the above Resolution were reached in
consultation before the case was assigned to the writer of the opinion of the
Court’s Division.
REYNATO S. PUNO
Chief Justice
[1] Rollo, pp. 113-115.
[2] As alleged in petitioners’ Petition for Review (Rollo, p. 17), but no copy thereof was submitted to this Court.
[3] Penned by Presiding Judge Aida E. Layug, id. at 73-86.
[4] Penned by Associate Justice Marina L. Buzon with Associate Justices Regalado F. Maambong and Lucenito N. Tagle, concurring; id. at 57-58.
[5]
[6]
[7]
[8]
[9]
[10] G.R. No. 161298,
[11] 404 Phil. 981, 998-1000 (2001).
[12] Premium Marble Resources, Inc. v. Court of Appeals, 332 Phil. 10, 18 (1996).
[13] Rule 45, The 1997 Revised Rules of Civil Procedure.
[14] According to Section 5, Rule 45 of the Rules of Court:
SECTION 5. Dismissal or denial of petition. – The failure of the petitioner to comply with any of the foregoing requirements regarding the payment of the docket and other lawful fees, deposit for costs, proof of service of the petition, and the contents of and the documents which should accompany the petition shall be sufficient ground for the dismissal thereof.
[15] Expertravel & Tours, Inc. v. Court of Appeals, G.R. No. 152392, 26 May 2005, 459 SCRA 147, 157.
[16] G.R. No. 150865,
[17] Clavecilla
v. Quitain, G.R. No. 147989,
[18] Garbo v. Court of Appeals, 327 Phil. 780, 784 (1996).