Republic of the
Supreme Court
FIRST DIVISION
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CEBU METRO PHARMACY, INC. |
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G.R. No. 164757 |
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Petitioner, |
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Present: |
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- versus- |
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VELASCO, JR., |
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LEONARDO-DE CASTRO, |
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PEREZ, JJ. |
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EURO-MED LABORATORIES, PHILIPPINES, INC., |
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Promulgated: |
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Respondent. |
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October 18, 2010 |
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D E C I S I O N
Over time, this Court has been
persistently confronted with issues involving the requirement of verification
and certification against forum-shopping such as in the case at bar.
This Petition for Review on Certiorari
assails the Resolutions dated
Factual Antecedents
Respondent Euro-Med Laboratories
Philippines, Inc. (Euro-Med) filed on P120,219.88 with interest as
payment for the various intravenous fluids products which the latter purchased
from the former on several occasions, as well as liquidated damages and
attorney’s fees.
Cebu Metro on the other hand, while
admitting the obligation, raised in its
Answer with Counterclaim[4]
the following special and affirmative defenses: (1) that Euro-Med has no cause
of action against it as it was Cebu Metro’s former president and manager, Manolito
Martinez (Martinez), who entered into a contract with Euro-Med without the
approval of its Board of Directors; (2) that the complaint is already barred by
laches considering that it was only after five years from the date of the last
delivery that Euro-Med demanded payment from Cebu Metro; and, (3) that Euro-Med’s
branch in Cebu and its salesman committed fraud when they conspired with Martinez
by dividing the commission obtained from the subject transaction among
themselves. Cebu Metro claimed that said unauthorized and fraudulent
transaction was prejudicial to it as same caused it to incur liability with
mounting interests.
Rulings of the Municipal Trial Court in Cities and
the Regional Trial Court (RTC)
Resolving the case in favor of
Euro-Med in a Decision[5]
dated May 6, 2003, the MTCC of Cebu City, Branch 5 ruled that aside from Cebu
Metro’s admission of its obligation, Euro-Med was able to prove by testimonial
and documentary evidence the existence of said obligation. Unfortunately for Cebu Metro, all that it was
able to put forward for its defense were mere allegations. Hence, the MTCC rendered judgment ordering
Cebu Metro to pay Euro-Med the amount of P117,219.88 plus interest,
attorney’s fees and litigation expenses.
Cebu Metro appealed to the RTC.
On April 1, 2004, the RTC, Branch 20
of
Unfazed, Cebu
Metro went to the CA by way of Petition for Review.
Ruling of the Court of Appeals
The CA refused to give due course to
the petition on the ground that the verification and certification of non-forum
shopping attached thereto was signed by one Carmel T. Albao (Albao), Manager of
Cebu Metro, without any accompanying Secretary’s Certificate/Board Resolution
authorizing her to execute said verification and certification and to represent
Cebu Metro in the petition. The CA thus
dismissed the petition pursuant to Section 5, Rule 45 of the Rules of Court[7]
in a Resolution[8]
dated May 6, 2004.
Cebu Metro filed a Motion for
Reconsideration attaching therewith a Secretary’s Certificate[9]
attesting to the approval of Board Resolution No. 2001-06, the pertinent
portions of which read as follows:
Resolution No. 2001-06
RESOLUTION AUTHORIZING CARMEL T. ALBAO, NEWLY
ELECTED PRESIDENT AND MANAGER OF CEBU METRO PHARMACY, INC. TO REPLACE RODOLFO
P. MACACHOR WHO IS GRAVELY SICK AND CONSIDERED RESIGNED, TO REPRESENT FOR AND
BEHALF [sic] OF THE CORPORATION
WHEREAS, in a Resolution
No. 2001-03 unanimously approved by the Board in its Regular Meeting held on
September 22, 2001 x x x the appointment of Rodolfo P. Macachor who was then
the President and Manager of Cebu Metro Pharmacy, Inc., to represent for and
behalf [sic] of the Corporation
in Civil Case for Sum of Money filed by Euro-Med Laboratories Phil., Inc.
before the Municipal Trial Court in Cities, Branch 5, Cebu City docketed as
Civil Case No. R-44430;
WHEREAS, Rodolfo P.
Macachor suffered an Asthma Attack on
WHEREAS, Rodolfo P.
Macachor being gravely sick should be considered resigned from the service;
WHEREAS,
Now, therefore, on motion
by Teresito Gulfan and unanimously seconded by all other members of the Board
present,
Resolve to authorize
CARMEL T. ALBAO, newly elected President and Manager of Cebu Metro Pharmacy,
Inc. to replace Rodolfo P. Macachor to represent for and behalf [sic] of the
corporation in the court hearings in Civil Case No. R-44430 For: Sum of Money
before the Municipal Trial Court in Cities, Branch 5,
x
x x x
Also attached to
said Motion for Reconsideration is a Secretary’s Certificate[10]
likewise confirming the approval of Board Resolution No. 2001-03 which authorized
Rodolfo P. Macachor, then President and Manager of Cebu Metro, to represent Cebu
Metro in the aforementioned Civil Case.
The CA, however, denied the Motion
for Reconsideration in a Resolution dated June 30, 2004,[11]
the pertinent portions of which read:
x x x x
A perusal of the attached certification shows that
Carmel Albao’s authority is only to represent petitioner corporation in the
court hearings in Civil Case No. R-44430 before the Municipal Trial Court in
Cities, Branch 5, Cebu City and not to represent petitioner corporation in the
present petition.
WHEREFORE, the motion for reconsideration is
hereby DENIED and our resolution dismissing the petition STANDS.
Still
undeterred, Cebu Metro comes before this Court through this Petition for Review
on Certiorari.
Issues
Cebu
Metro raises the following issues:
1.
WHETHER THE
RESOLUTION OF THE BOARD OF DIRECTORS OF PETITIONER CEBU METRO PHARMACY, INC.
AUTHORIZING CARMEL T. ALBAO TO REPRESENT PETITIONER CORPORATION IN THE COURT
HEARINGS IN CIVIL CASE NO. R-44430 BEFORE THE MUNICIPAL TRIAL COURT IN CITIES,
BRANCH 5, CEBU CITY ALSO INCLUDES THE AUTHORITY TO REPRESENT PETITIONER
CORPORATION IN ALL OTHER COURT PROCEEDINGS INCLUDING THE AUTHORITY TO VERIFY
AND TO ISSUE A CERTIFICATE OF NON-FORUM SHOPPING UNTIL THE CASE IS FINALLY
TERMINATED; AND,
2.
IF, IN THE
NEGATIVE, CAN THE DEFICIENCY BE CURED BY A SUBSEQUENT BOARD RESOLUTION OF THE
PETITIONER-CORPORATION AFFIRMING AND CONFIRMING THE ACTS DONE BY CARMEL T.
ALBAO WHO IS ITS PRESIDENT AND MANAGER IN FILING AN APPEAL BEFORE THE REGIONAL
TRIAL COURT AND THE PETITION FOR REVIEW BEFORE THE COURT OF APPEALS.[12]
The Parties’ Arguments
Cebu
Metro claims that its Board of Directors did not pass another resolution
authorizing Albao to file an appeal before the RTC and the CA because it felt
that the authority it granted her is already sufficient. Besides, even without such resolution, Cebu
Metro insists that the CA should have considered the fact that Albao is both
the President and Manager of
Moreover,
Cebu Metro begs for leniency and asks this Court to set aside rules of
technicalities, praying that the main case be resolved on the merits in the
interest of substantial justice.
Further, in an attempt to substantially comply with the requirements,
Cebu Metro attaches to the present petition a Secretary’s Certificate showing
the approval of Resolution No. 2004-05 which authorizes Albao to represent the
corporation in appealing the MTCC Decision in Civil Case No. R-44430 to the
RTC, the CA and this Court.
Euro-Med, on the
other hand, points out that Cebu Metro’s Board Resolution No. 2001-06 is
categorical in stating that Albao, as newly elected President and Manager of
Cebu Metro, is authorized by the board to replace Rodolfo P. Macachor in
representing the corporation only in the court hearings in Civil Case
No. R-44430 for Sum of Money before the MTCC.
It being clear from the wordings of said board resolution that Albao’s
authority is limited as such, Euro-Med insists that there can be no room for
speculation that the same also includes the authority to execute the
verification and certification of non-forum shopping should the case be brought
on appeal. It is Euro-Med’s position,
therefore, that the CA correctly dismissed Cebu Metro’s petition for review.
Our Ruling
We grant the
petition.
In Hutama-RSEA/Super Max
Phils., J.V. v. KCD Builders Corporation,[13] Hutama as
petitioner therein questioned the verification and certification on non-forum
shopping of respondent KCD which the latter attached to its Complaint for Sum
of Money filed before the RTC. According
to Hutama, KCD’s president did not present any proof that he is authorized by
the corporation to sign the verification and certification of non-forum
shopping. In explaining the requirement of verification and certification
against forum-shopping and upholding the authority of the president of the
corporation to execute the same sans proof of authority, this Court has
this to say:
A pleading is verified by an affidavit that an
affiant has read the pleading and that the allegations therein are true and
correct as to his personal knowledge or based on authentic records. The party does not need to sign the verification. A party’s representative, lawyer, or any
person who personally knows the truth of the facts alleged in the pleading may
sign the verification.
On the other hand, a certification of non-forum
shopping is a certification under oath by the plaintiff or principal party in
the complaint or other initiatory pleading, asserting a claim for relief, or in
a sworn certification annexed thereto and simultaneously filed therewith, that
(a) he has not theretofore commenced any action or filed any claim involving
the same issues in any court, tribunal or quasi-judicial agency and, to the
best of his knowledge, no such other action or claim is pending therein; (b) if
there is such other pending action or claim, a complete statement of the
present status thereof; and (c) if he should thereafter learn that the same or
similar action or claim has been filed or is pending, he shall report that fact
within five days therefrom to the court wherein his aforesaid complaint or
initiatory pleading has been filed.
It is true that the power of a corporation to sue
and be sued is lodged in the board of directors that exercises its corporate
powers. However, it is settled – and we
have so declared in numerous decisions – that the president of a corporation
may sign the verification and the certification of non-forum shopping.
In Ateneo de Naga University v. Manalo, we
held that the lone signature of the University President was sufficient to
fulfill the verification requirement, because such officer had sufficient
knowledge to swear to the truth of the allegations in the petition.
In People’s Aircargo and Warehousing Co., Inc.
v. CA, we held that in the absence of a charter or by-law provision to the
contrary, the president of a corporation is presumed to have the authority to
act within the domain of the general objectives of its business and within the
scope of his or her usual duties.
Moreover, even if a certain contract or undertaking is outside the usual
powers of the president, the corporation’s ratification of the contract or
undertaking and the acceptance of benefits therefrom make the corporate
president’s actions binding on the corporation. (Citations omitted.)
Moreover, this Court’s pronouncement in Cagayan
Valley Drug Corporation v. Commissioner of Internal Revenue,[14] reiterated
in PNCC Skyway Traffic Management and Security Division Workers Organization
v. PNCC Skyway Corporation[15] and Mid-Pasig
Land Development Corporation v. Tablante,[16] on the authority
of certain officers and employees of the corporation to sign the verification
and certification of non-forum shopping is likewise significant, to wit:
It must be borne in mind that Sec. 23, in relation
to Sec. 25 of the Corporation Code, clearly enunciates that all corporate
powers are exercised, all business conducted, and all properties controlled by
the board of directors. A corporation
has a separate and distinct personality from its directors and officers and can
only exercise its corporate powers through the board of directors. Thus, it is clear that an individual
corporate officer cannot solely exercise any corporate power pertaining to the
corporation without authority from the board of directors. This has been our constant holding in cases
instituted by a corporation.
In a slew of cases, however, we have recognized
the authority of some corporate officers to sign the verification and
certification against forum shopping. In
In sum, we have held that the following officials
or employees of the company can sign the verification and certification without
need of a board resolution: (1) the Chairperson of the Board of Directors, (2)
the President of a corporation, (3) the General Manager or Acting General
Manager, (4) Personnel Officer, and (5) an Employment Specialist in a labor
case.
While the above cases do not provide a complete
listing of authorized signatories to the verification and certification
required by the rules, the determination of the sufficiency of the authority was
done on a case to case basis. The
rationale applied in the foregoing cases is to justify the authority of
corporate officers or representatives of the corporation to sign the
verification or certificate against forum shopping, being ‘in a position to verify
the truthfulness and correctness of the allegations in the petition’. (Citations omitted.)
From the foregoing, it is clear that
Albao, as President and Manager of Cebu Metro, has the authority to sign the
verification and certification of non-forum shopping even without the
submission of a written authority from the board. As the corporation’s President and Manager, she
is in a position to verify the truthfulness and correctness of the allegations
in the petition. In addition, such an
act is presumed to be included in the scope of her authority to act within the
domain of the general objectives of the corporation’s business and her usual
duties in the absence of any contrary provision in the corporation’s charter or
by-laws. Having said this, there is
therefore no more need to discuss whether the authority granted to Albao under
Board Resolution No. 2001-06 is only limited to representing Cebu Metro in the
court hearings before the MTCC or extends up to signing of the verification and
certification of non-forum shopping on appeal.
Again, even without such proof of authority, Albao, as Cebu Metro’s
President and Manager, is justified in signing said verification and
certification. Thus, the CA should not have considered as fatal Cebu Metro’s
failure to attach a Secretary’s Certificate attesting to Albao’s authority to
sign the verification and certification of non-forum shopping and dismissed the
petition or should have reinstated the same after Cebu Metro’s submission of
the Secretary’s Certificate showing that Board Resolution No. 2001-06 confirmed
the election of Albao as the corporation’s President and Manager.
Moreover, the fact that the Board of
Directors of Cebu Metro ratified Albao’s authority to represent the corporation
in the appeal of the MTCC Decision in Civil Case No. R-44430 before the RTC,
CA, and this Court, and consequently to sign the verification and certification
on its behalf by the passage of Resolution No. 2004-05 confirming and affirming
her authority only gives this Court more reason to uphold such authority.
As a final note, it is worthy to
emphasize that the dismissal of an appeal on a purely technical ground is
frowned upon especially if it will result in unfairness. The rules of procedure ought not to be
applied in a very rigid, technical sense for they have been adopted to help
secure, not override, substantial justice.
For this reason, courts must proceed with caution so as not to deprive a
party of statutory appeal; rather they must ensure that all litigants are granted
the amplest opportunity for the proper and just ventilation of their causes,
free from the constraint of technicalities.[17]
WHEREFORE, the petition is GRANTED. The assailed Resolutions of the Court of
Appeals dated May 6, 2004 and June 30, 2004 in CA-G.R. SP No. 83669 are REVERSED and SET ASIDE.
Let the records of this case be REMANDED
to the Court of Appeals which is hereby DIRECTED
to take appropriate action thereon in light of the foregoing discussion with DISPATCH.
SO ORDERED.
MARIANO C.
Associate Justice
WE
CONCUR:
RENATO C. CORONA
Chief Justice
Chairperson
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PRESBITERO J. VELASCO, JR. Associate
Justice |
TERESITA J. LEONARDO-DE CASTRO Associate
Justice |
JOSE
Associate Justice
C E R T I F I C A T I O N
Pursuant
to Section 13, Article VIII of the Constitution, it is hereby certified that
the conclusions in the above Decision had been reached in consultation before
the case was assigned to the writer of the opinion of the Court’s Division.
RENATO C. CORONA
Chief Justice
[1] Rollo, p. 23; penned by Associate Justice Estela M. Perlas-Bernabe and concurred in by Associate Justices Isaias P. Dicdican and Ramon M. Bato, Jr.
[2]
[3] CA rollo, pp. 36-39.
[4]
[5]
[6]
[7] The CA erroneously cited as ground for the dismissal of the petition Sec. 5, Rule 45 of the Rules of Court which is applicable only to Appeals by Certiorari to the Supreme Court. The petition should have been dismissed pursuant to Rule 42 which governs petitions for review from the RTC to the CA, specifically Sec. 3 thereof, to wit:
Effect of failure to comply with requirements. – The failure of the petitioner to comply with any of the foregoing requirements regarding the payment of the docket and other lawful fees, the 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.
[8] Rollo, p. 23.
[9] CA rollo, p. 204.
[10]
[11] Rollo, pp. 24-25.
[12]
[13] G.R. No. 173181,
[14] G.R. No. 151413, February 13, 2008, 545 SCRA 10, 17-19.
[15] G.R. No. 171231,
[16] G.R. No. 162924, February 4, 2010, 611 SCRA 528.
[17] Mid-Pasig Land Development Corporation v. Tablante, supra note 15 at 534.