G.R. No. 191189 - Manlar Rice Mill, Inc. vs. Deyto

Petitioner Manlar Rice Mill, Inc. is engaged in rice milling and selling grains.
Respondent Lourdes L. Deyto does business under the trade name "JD Grains Center" and is similarly engaged in milling and selling grains.
Respondent Jennelita Deyto Ang (Ang), Deyto's daughter, operated her own rice trading business called "Janet Commercial Store" prior to absconding.

In October 2000, Ang entered into a rice supply contract with Manlar, purchasing P3,843,220.00 worth of rice.
Payment was made via nine postdated checks drawn from Ang's personal bank account at Chinabank.
The first two checks were dishonored due to insufficient funds, while the remaining seven were dishonored because the account was closed.
Manlar demanded payment from both Deyto and Ang, but these demands were not met.
Deyto informed Manlar through its Sales Manager Pablo Pua (Pua) that Ang could not be located.

Manlar filed a complaint against Deyto and Ang for sum of money for the unpaid rice supplies, seeking actual damages, attorney's fees, and other expenses.
Deyto denied having contracted with Manlar, asserting that Ang acted alone and that she managed JD Grains Center independently.
Ang did not respond to summons and was declared in default.

Manlar presented Pua as a witness who claimed knowledge of dealings with both Deyto and Ang.
Pua testified that Ang was the one who issued the postdated checks and that Deyto was not physically present during deliveries.
Defense witnesses included Deyto, her son Jose D. Ang, and the Chinabank Operations Head, who attested that the checks were from Ang's personal account.
Deyto claimed she did not authorize the transactions and had no legal obligation for Ang's debts.
Evidence showed Deyto and Ang operated separate businesses.

The trial court held both Deyto and Ang jointly and severally liable for the amount owed plus damages and attorney’s fees, basing on Pua's testimony.

The CA reversed the trial court, dismissing the complaint for lack of merit.
It ruled the complaint defective due to lack of proper board resolution authorizing Pua to sign certain pleadings.
The CA found no proof of rice deliveries to Deyto and held that Pua's testimony on deliveries to Deyto was hearsay.
It confirmed Ang alone entered into the contract and that Deyto was not liable.

Whether the Court of Appeals erred in dismissing the complaint based on alleged defective verification and certification due to lack of proper authorization of Manlar's Sales Manager to sign.
Whether there was sufficient evidence that Deyto was a party to the rice supply contract and liable for the debt.
Whether there was proof of actual rice deliveries to Deyto.
Whether Deyto and Ang should be held solidarily liable for the unpaid amount.