GR 168313; (October, 2010) (Digest)
G.R. No. 168313; October 6, 2010
BANK OF THE PHILIPPINE ISLANDS, Petitioner, vs. HON. COURT OF APPEALS, HON. ROMEO BARZA, in his capacity as the Presiding Judge of the Regional Trial Court of Makati City, Br. 61, FIRST UNION GROUP ENTERPRISES and LINDA WU HU, Respondents.
FACTS
Petitioner Bank of the Philippine Islands (BPI) filed a collection case against respondents First Union Group Enterprises and Linda Wu Hu for unpaid loans. The complaint’s verification and certificate of non-forum shopping were signed by two BPI officers, Ma. Cristina F. Asis and Kristine L. Ong. However, the complaint did not include a Secretary’s Certificate or Board Resolution proving their authority to act for the corporate plaintiff. Respondents moved to dismiss the complaint based on this omission, arguing it violated the rules on non-forum shopping for corporations.
BPI opposed the motion, contending that the certification itself was sufficient and that proof of authority could be presented later. It subsequently submitted a Special Power of Attorney executed by a BPI Vice-President, authorizing the officers to file the suit. The Regional Trial Court granted the motion to dismiss, a decision affirmed by the Court of Appeals. The CA held that for a corporation, the certification must be signed by a person specifically authorized by the board of directors, and proof of such authority must be attached to the pleading.
ISSUE
Whether the complaint should be dismissed for failure to attach proof of authority of the corporate officers who signed the verification and certificate of non-forum shopping.
RULING
Yes, the dismissal was proper. The Supreme Court affirmed the rulings of the lower courts. The legal logic is anchored on the strict requirement for corporations under Section 5, Rule 7 of the Rules of Court. A certification against forum shopping must be signed by the plaintiff or a principal party who has personal knowledge of the facts. For a corporation, the signatory must be a natural person acting with proper authority. Jurisprudence mandates that this authority must be evidenced by a board resolution, which should be attached to the initiatory pleading.
The Court rejected BPI’s argument that the subsequent submission of a Special Power of Attorney cured the defect. The requirement for a board resolution is not a mere technicality but a matter of substantive importance, ensuring that the signatory is duly empowered to bind the corporation and undertake the responsibilities under the certification, including the duty to inform the court of any similar case. The belated submission does not comply with the rule, as the attachment of proof of authority is a requisite at the time of filing. The dismissal, being without prejudice, allows BPI to refile the action with the proper documentation.