GR 131214; (July, 2000) (Digest)
G.R. No. 131214 ; July 27, 2000
BA SAVINGS BANK, petitioner, vs. ROGER T. SIA, TACIANA U. SIA and JOHN DOE, respondents.
FACTS
The Court of Appeals denied due course to a Petition for Certiorari filed by BA Savings Bank. The dismissal was based on the ground that the required Certificate of Non-Forum Shopping was signed by the bank’s counsel, not by a duly authorized corporate representative, which the CA held contravened Supreme Court Revised Circular No. 28-91. The petitioner filed a Motion for Reconsideration, attaching a Corporate Secretary’s Certificate showing a Board Resolution dated May 21, 1996, which specifically authorized its lawyers to represent the corporation in any court proceeding and to sign the Certificate of Non-Forum Shopping. The CA denied the motion, ruling that the Circular requires the petitioner itself, not its counsel, to execute the certification under oath.
ISSUE
Whether a corporation may validly authorize its legal counsel to execute the Certificate of Non-Forum Shopping on its behalf in compliance with Supreme Court Revised Circular No. 28-91.
RULING
The Supreme Court ruled in favor of the petitioner, holding that a corporation may validly authorize its counsel to sign the certificate. The legal logic is anchored on the nature of a corporation as an artificial being that can act only through natural persons—its officers or duly authorized agents. The Court clarified that while Circular No. 28-91 requires natural persons to sign the certificate themselves, this requirement cannot be imposed literally on corporations, as they cannot perform physical acts personally. The authority to act must be derived from the corporate board. In this case, the Board Resolution specifically empowered the bank’s lawyers to act as agents and to sign the necessary pleadings and certificates. This delegation was sufficient and reasonable. The Court emphasized that the counsel, who handles the case, is often in the best position to have the personal knowledge of the facts required to be disclosed in the certification, such as whether a similar action has been filed elsewhere. The ruling avoids a rigid interpretation that would defeat the Circular’s objective of preventing forum-shopping while respecting the practical realities of corporate litigation. The CA’s resolutions were therefore reversed.