Case Summary (G.R. No. 206617)
Procedural History and Relief Sought
Petitioner PNAS filed two complaints before the Regional Trial Court (RTC), Branch 24, Manila. The first complaint prayed for a writ of preliminary injunction against Angelo Bernardo, Jr. The second complaint sought to annul a membership meeting held by respondents, declaring it null and void, and prayed for the issuance of a temporary restraining order or writ of preliminary injunction barring respondents from acting as officers and members of PNAS.
The RTC, upon determining the absence of proof that the filing representive had authority to sue on behalf of PNAS, dismissed the second complaint. The Court of Appeals (CA) affirmed this dismissal. Petitioner elevated the case to the Supreme Court by filing a Petition for Review on Certiorari under Rule 45 of the Rules of Court.
Main Issues Raised in the Petition
- Whether the dismissal of the intra-corporate case by the CA was erroneous as it was based on the suit being a nuisance.
- Whether the CA erred by refusing to consider the Board Resolution or Secretary’s Certificate as sufficient proof of authority to file initiatory pleadings for the corporation.
- Whether the CA wrongly dismissed the case on procedural grounds, denying petitioner the opportunity to present its case on the merits.
Supreme Court’s Holding and Legal Bases
- The Court refused to entertain actions instituted by persons who are not the real parties in interest, emphasizing judicial prudence in resolving only actual controversies, not academic questions or speculative claims.
- Citing Section 2, Rule 3 of the Rules of Court, the Court reiterated that every action must be prosecuted or defended in the name of the real party-in-interest, defined as the party who stands to be materially benefited or injured by the outcome of the case.
- The Interim Rules for Intra-Corporate Controversies (effective April 1, 2001) adopt the Rules of Court unless inconsistent, reinforcing the importance of expeditious and summary disposition but without compromising procedural safeguards regarding representation and authority.
- The Court elucidated that a corporation is a distinct juridical entity from its officers and directors; corporate powers are exercised solely through its Board of Directors or duly authorized officers by a board resolution. An individual officer cannot unilaterally invoke or exercise the corporation’s powers, particularly the authority to sue or be sued, without authorization.
- The Court emphasized that the failure to submit a board resolution or documentary proof authorizing the complainant’s representative to file the suit is a valid ground for dismissal because courts cannot take judicial notice of internal corporate authorizations.
- The authority of Atty. William L. Villareal, who signed the verification and certification for PNAS, was not substantiated by a Board Resolution or other documentary proof. Evidence presented indicated he was not President in 2009 and had ceased to be a director at that time, supported by the notarized Certificate of Elections, General Information Sheets filed with the SEC, and affidavits of respondents.
- The petitioner’s failure to comply with the RTC’s Joint Order to prove such authority corroborated claims that Villareal was unauthorized, depriving the RTC of jurisdiction to hear the case. The filing without authority rendered the complaint a nullity—devoid of legal effect.
- The Court maintained that procedural rules are not mere technicalities but essential for orderly justice and protection from multiple or vexatious suits. Real party-in-interest requirements protect defendants by ensuring that plaintiffs with proper legal authority prosecute claims, thus providing finality (res judica
Case Syllabus (G.R. No. 206617)
Nature of the Case and Procedural History
- The case involves a Petition for Review on Certiorari under Rule 45 of the Rules of Court seeking reversal of the Court of Appeals (CA) Decision dated September 6, 2012, and Resolution dated March 19, 2013, which affirmed the dismissal of Civil Case No. 09-122709.
- The original case was filed by petitioner Philippine Numismatic and Antiquarian Society, Inc. (PNAS), a non-stock, non-profit domestic corporation, before the Regional Trial Court (RTC), Branch 24, Manila.
- Petitioner filed two complaints: the first on October 29, 2009, for a preliminary injunction against respondent Angelo Bernardo, Jr.; the second on December 22, 2009, seeking nullification of a membership meeting conducted by respondents on November 25, 2008, and requesting a temporary restraining order or preliminary injunction.
- The courts directed parties to establish who were the true officers of PNAS due to conflicting claims.
- Respondents alleged that the complaint was filed without proper authorization from PNAS's Board of Directors, branding it ultra vires and violative of the Corporation Code.
- The RTC dismissed the action on March 15, 2010, due to petitioner’s failure to prove the authority of Atty. William L. Villareal, who filed the complaint claiming to be President.
- The CA affirmed the dismissal, and the petitioner’s motion for reconsideration was denied, precipitating this petition.
Issues Presented for Resolution
- Whether the Court of Appeals erred in upholding the dismissal of the intra-corporate case as a nuisance suit.
- Whether the CA committed error by refusing to consider a board resolution or secretary’s certificate as proof of authority to file pleadings on a corporation's behalf.
- Whether the CA improperly dismissed the case on procedural grounds rather than on the merits, thereby prejudicing petitioner’s rights to a proper determination.
Role and Requirement of the Real Party-in-Interest
- The Court underscored the principle that only the real party-in-interest may prosecute or defend an action, as mandated by Section 2, Rule 3 of the Rules of Court.
- Interest here means material interest or a genuine issue affecting the party’s legal rights, distinct from mere curiosity.
- Litigation by a person without interest is futile; courts shall not render advisory opinions or resolve academic issues.
- The Interim Rules for Intra-Corporate Controversies adopt the Rules of Court in so far as applicable, emphasizing the expeditious disposition of cases.
- The requirement serves to prevent vexatious suits, multiplicity of litigation, and ensures that actual controversies involving rights are resolved by those entitled to relief.
Corporate Powers and Authority to File Suit
- A corporation acts through its board of directors and duly authori