Case Digest (G.R. No. 131214)
Facts:
The case at hand, BA Savings Bank v. Roger T. Sia, Taciana U. Sia, and John Doe (G.R. No. 131214), was decided by the Supreme Court of the Philippines on July 27, 2000. The controversy began when the Court of Appeals issued a Resolution on August 6, 1997, dismissing a Petition for Certiorari filed by BA Savings Bank due to non-compliance with Supreme Court Circular No. 28-91. The dismissal was based on the fact that the Certificate on anti-forum shopping, which is a requisite for the petition, was signed by the bank’s counsel rather than by a duly authorized representative of the bank, as mandated by the Circular. Following this, the bank submitted a Motion for Reconsideration, accompanied by a new certificate attesting that its Board of Directors had authorized its lawyers to represent them in all legal matters and to sign documents, including the Certificate of Non-forum Shopping. However, on October 24, 1997, the Court of Appeals denied the motion, stating again that the CircCase Digest (G.R. No. 131214)
Facts:
- Background of the Case
- BA Savings Bank (the petitioner) filed a Petition for Review on Certiorari under Rule 45 assailing:
- The August 6, 1997 Court of Appeals Resolution dismissing its petition for certiorari on the ground that the certificate of non-forum shopping was signed by counsel rather than a duly authorized corporate representative as required by Supreme Court Circular No. 28-91.
- The October 24, 1997 Court of Appeals Resolution denying its Motion for Reconsideration.
- The petitioner, a corporation, argued that its corporate counsel was specifically authorized via a board resolution to act on its behalf in all actions or proceedings before any court, tribunal, or agency, including the signing, execution, and delivery of the certificate of non-forum shopping.
- Specific Allegations and Submissions
- The petitioner’s Memorandum raised key issues concerning:
- Whether the corporation’s lawyers, acting under specific board authorization, could execute and sign the certificate of non-forum shopping.
- Whether such certification by the authorized counsel would bind the corporation.
- Whether the certification complied with the requirements set out in Supreme Court Revised Circular No. 28-91.
- The petitioner submitted that a corporation’s physical acts can only be performed through its duly authorized officers and/or agents because, as an artificial person, it cannot personally execute documents.
- Relevant Documentary Evidence
- The Motion for Reconsideration filed by the petitioner contained a certificate from the BA Savings Bank Corporate Secretary dated August 14, 1997.
- This certificate showed that on May 21, 1996, the board of directors passed a Resolution authorizing its lawyers to represent the corporation and to sign documents such as the certificate of non-forum shopping.
- The petitioners opposed the CA’s earlier rationale that, by the wording of Circular 28-91, the certificate must be signed personally by the petitioner and not by a counsel, contending that the corporation’s nature necessitated delegation.
- Legal Framework and Circular Requirements
- Supreme Court Circular No. 28-91 aims to prevent the abuse of forum shopping by ensuring that the petitioner’s certification is authenticated by a person with personal knowledge of the matters attested.
- The circular distinguishes between natural persons and corporations, emphasizing that natural persons must sign personally while corporations, which cannot physically act, may delegate the signing to specifically authorized agents.
- Prior jurisprudence, including the en banc decision in Robern Development Corporation v. Judge Jesus Quitain, was cited to support the position that an authorized counsel is best positioned to verify and certify such matters.
Issues:
- Whether the corporate counsel, when specifically authorized by the board of directors, is permitted to execute and sign the certificate of non-forum shopping on behalf of a corporation.
- Does the board resolution delegating authority extend to the physical act of signing the certificate?
- Is such an act consistent with the requirements laid down in Supreme Court Circular No. 28-91?
- Whether the certification made by the authorized counsel effectively binds the corporation.
- Can the certificate, signed by counsel rather than a natural person representing the corporation in a personal capacity, be considered a valid and binding certification?
- What is the legal effect of such a certification in light of the circular’s objective?
- Whether the act of having the certificate signed by the corporate counsel, as opposed to a corporate officer personally, complies with the strict requirements of the Supreme Court Circular.
- Does the exception made for artificial persons (corporations) justify the delegation of the signing authority?
- Is the rationale behind the circular’s mandate undermined if an authorized agent performs the signing?
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)