G.R. No. 168313 - Bank of the Philippine Islands vs. Court of Appeals

First Union Group Enterprises (First Union) borrowed PhP5,000,000.00 and USD123,218.32 from Bank of the Philippine Islands (BPI), evidenced by separate promissory notes.
Linda Wu Hu (Linda), together with her spouse Eddy Tien, executed a Real Estate Mortgage Agreement dated August 29, 1997, covering two condominium units as partial security for the loan.
Linda also executed a Comprehensive Surety Agreement dated April 14, 1997, agreeing to be solidarily liable with First Union for its obligations to BPI.

First Union failed to pay the amounts due despite repeated demands after maturity.
On October 16, 2000, BPI initiated extra-judicial foreclosure proceedings through the RTC of Pasig’s Office of the Sheriff against the two mortgaged condominium units.
After due notice and publication, the properties were sold in a public auction on June 29, 2001.
BPI was the highest bidder with a bid of PhP5,798,400.00.
Proceeds were applied to foreclosure costs and First Union’s PhP5,000,000.00 loan, leaving a balance of PhP4,742,949.32 (including interest and penalties) as of December 21, 2001.
First Union’s foreign currency loan balance was still unpaid at USD175,324.35 (including interests and penalties) as of the same date.

BPI filed a complaint for collection of sum of money on January 3, 2002, before the RTC of Makati City, Branch 61.
Verification and certificate of non-forum shopping were signed by Ma. Cristina F. Asis and Kristine L. Ong, but no Secretary’s Certificate or Board Resolution was attached to prove their authority to file the complaint.
First Union and Linda filed a motion to dismiss dated March 26, 2002, alleging BPI's violation of Rule 7, Section 5 of the Rules of Civil Procedure for failure to attach the necessary board resolution authorizing the filing.
BPI opposed, arguing verification and certificate of non-forum shopping sufficed, and proof of authority could be presented during trial. Instead of a board resolution, BPI attached a Special Power of Attorney (SPA) dated December 20, 2001, from BPI’s Vice-President Zosimo A. Kabigting, authorizing Asis and Ong to initiate legal action.
First Union and Linda countered that failure to attach a board resolution was fatal to the complaint's validity, citing jurisprudence (Public Estates Authority v. Elpidio Uy), and that the SPA was not a substitute for a board resolution.
BPI replied that absence of an attached board resolution was not grounds for dismissal and regretted inadvertent failure to submit Corporate Secretary's Certificate along with the SPA.

RTC of Makati City granted the motion to dismiss on August 26, 2002.
BPI’s motion for reconsideration was denied on November 13, 2002.
BPI filed a petition for certiorari under Rule 65 before the Court of Appeals (CA), alleging grave abuse of discretion by the RTC.
First Union and Linda argued that the dismissal was final and appealable, making the petition for certiorari improper.
The CA ruled the dismissal was without prejudice, thus interlocutory and subject to a petition for certiorari.
The CA affirmed the RTC’s dismissal for failure to comply with non-forum shopping certificate requirements, specifically the lack of a board resolution proving authority to certify on behalf of BPI.
The CA rejected BPI’s arguments for substantial compliance and tardy submission of SPA and board resolution.

Whether the failure of BPI to attach a board resolution authorizing its representatives to file the complaint and to sign the verification and certificate of non-forum shopping is fatal and mandates dismissal of the complaint under Rule 7, Section 5 of the Rules of Civil Procedure.

Whether the Court of Appeals erred in affirming the dismissal of the complaint based on BPI’s alleged non-compliance with the procedural requirements on verification and certification of non-forum shopping.

Whether BPI’s submission of a Special Power of Attorney and belated Corporate Secretary’s Certificate constitutes substantial compliance excusing the lack of an attached board resolution at the time of filing.