G.R. No. L-32473 and L-32483 July 31, 1973
IGNACIO VICENTE and MOISES ANGELES, petitioners, vs. HON. AMBROSIO M. GERALDEZ, as Judge of the Court of First Instance of Bulacan, Branch V (Sta. Maria), and HI CEMENT CORPORATION, respondents. JUAN BERNABE, petitioner, vs. HI CEMENT CORPORATION and THE HON. AMBROSIO M. GERALDEZ, Presiding Judge, Branch V, Court of First Instance of Bulacan, respondents.

FACTS

HI Cement Corporation filed a complaint for injunction and damages against petitioners Juan Bernabe, Ignacio Vicente, and Moises Angeles. HI Cement alleged it acquired a Placer Lease Contract covering mining claims that encompassed parcels of land occupied by the petitioners. Despite requests, petitioners refused to allow HI Cement’s workers to enter and develop the area, even threatening them with bodily harm. The trial court issued a writ of preliminary mandatory injunction, ordering petitioners to allow entry, and appointed a Commissioner to survey the area. The Commissioner’s report confirmed that the petitioners’ lands were within the mining claims, a finding approved by the court with the conformity of all parties. HI Cement subsequently filed an amended complaint.
The petitioners then filed a motion to dismiss the amended complaint, arguing that HI Cement had no legal capacity to sue. They contended that the corporation’s president, who verified the amended complaint and whose authority was questioned, had no board resolution authorizing him to initiate the suit. The respondent judge denied the motion to dismiss and a subsequent motion for reconsideration. The petitioners thus filed these certiorari proceedings to annul the trial court’s orders.

ISSUE

Whether the respondent judge acted with grave abuse of discretion in denying the motion to dismiss based on HI Cement Corporation’s alleged lack of legal capacity to sue.

RULING

The Supreme Court dismissed the petitions, finding no grave abuse of discretion. The legal logic is that a corporation’s power to sue is vested in its board of directors, but this power can be exercised by its officers as a matter of general authority implied from their positions. The president of a corporation, in the ordinary course of business, is presumed to have the authority to act on its behalf, including instituting legal actions necessary to protect corporate interests. The petitioners’ challenge was a mere technicality, as the complaint itself and the verified amended complaint sufficiently alleged the corporation’s existence and its cause of action. The Court emphasized that a motion to dismiss based on lack of legal capacity to sue must show that the plaintiff is not the real party in interest, which was not the case here. HI Cement was clearly the party asserting a right under its mining lease. Any defect regarding the specific officer’s authority to verify the pleading is not equivalent to a lack of corporate capacity to sue; it is a matter that can be cured by subsequent ratification or submission of proof of authority. The trial court correctly allowed the case to proceed to trial on the merits rather than dismissing it on a procedural technicality that did not affect the substance of the controversy.