This case has been cited 8 times or more.
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2014-02-05 |
DEL CASTILLO, J. |
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| In the present case, petitioners seek to call Metrobank's officers to the witness stand as their initial and main witnesses, and to present documents in Metrobank's possession as part of their principal documentary evidence. This is improper. Petitioners may not be allowed, at the incipient phase of the presentation of their evidence-in-chief at that, to present Metrobank's officers who are considered adverse parties as well, based on the principle that corporations act only through their officers and duly authorized agents[34] as their main witnesses; nor may they be allowed to gain access to Metrobank's documentary evidence for the purpose of making it their own. This is tantamount to building their whole case from the evidence of their opponent. The burden of proof and evidence falls on petitioners, not on Metrobank; if petitioners cannot prove their claim using their own evidence, then the adverse party Metrobank may not be pressured to hang itself from its own defense. | |||||
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2008-03-14 |
NACHURA, J. |
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| We likewise affirm Ms. Bautista's capacity to sue on behalf of the company despite lack of proof of authority to so represent it. A corporation has no powers except those expressly conferred on it by the Corporation Code and those that are implied from or are incidental to its existence. In turn, a corporation exercises said powers through its board of directors and/or its duly authorized officers and agents. Physical acts, like the signing of documents, can be performed only by natural persons duly authorized for the purpose by corporate by-laws or by a specific act of the board of directors.[37] Thus, any person suing on behalf of the corporation should present proof of such authority. Although Ms. Bautista initially failed to show that she had the capacity to sign the verification and institute the ejectment case on behalf of the company, when confronted with such question, she immediately presented the Secretary's Certificate[38] confirming her authority to represent the company. | |||||
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2006-07-17 |
CORONA, J. |
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| Consequently, without the needed proof from the board of directors, the certificate would be considered defective. Thus, in another case,[23] we held that even the regular officers of a corporation, like the chairman and president, may not even know the details required in a certificate of non-forum shopping; they must therefore be authorized by the board of directors just like any other officer or agent. | |||||
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2006-06-30 |
CARPIO MORALES, J. |
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| A corporation, such as the petitioner, has no powers except those expressly conferred on it by the Corporation Code and those that are implied by or are incidental to its existence. In turn, a corporation exercises said powers through its board of directors and/or its duly authorized officers and agents. Physical acts, like the signing of documents,can be performed only by natural persons duly authorized for the purposeby corporate bylaws or by a specific act of the board of directors. "All acts within the powers of a corporation may be performed by agents of its selection; and, except so far as limitations or restrictions which may be imposed by special charter, by-law, or statutory provisions, the same general principles of law which govern the relation of agency for a natural person govern the officer or agent of a corporation, of whatever status or rank, in respect to his power to act for the corporation; and agents once appointed, or members acting in their stead, are subject to the same rules, liabilities and incapacities as are agents of individuals and private persons."[33] | |||||
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2006-03-31 |
GARCIA, J. |
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| In National Steel Corporation v. CA,[11] the Court has ruled that the certification on non-forum shopping may be signed, for and in behalf of a corporation, by a specifically authorized lawyer who has personal knowledge of the facts required to be disclosed in such document. The reason for this is that a corporation can only exercise its powers through its board of directors and/or its duly authorized officers and agents. Physical acts, like the signing of documents, can be performed only by natural persons duly authorized for the purpose.[12] | |||||
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2004-08-11 |
QUISUMBING, J. |
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| Anent the second issue, the petitioners aver that the Court of Appeals gravely erred in finding that the certification against forum shopping in Civil Case No. Q-99-37372 was valid, notwithstanding that it was not the plaintiff below, Rosario D. Galvez, who executed and signed the same, but her attorney-in-fact, Grace Galvez. Petitioners insist that there was nothing in the special power of attorney executed by Rosario D. Galvez in favor of Grace Galvez, which expressly conferred upon the latter the authority to execute and sign, on behalf of the former, the certificate of non-forum shopping. Petitioners point out that under Rule 7, Section 5 of the 1997 Rules of Civil Procedure, it is the "plaintiff" or "principal party" who must sign the certification. They rely on our ruling in BA Savings Bank v. Sia,[16] that where the parties in an action are natural persons, the party himself is required to sign the certification, and where a representative is allowed in case of artificial persons, he must be specifically authorized to execute and sign the certification. The petitioners stress that Rosario D. Galvez failed to show any justifiable reason why her attorney-in-fact should be the one to sign the certification against forum shopping, instead of herself as the party, as required by Santos v. Court of Appeals.[17] | |||||
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2001-07-05 |
BELLOSILLO, J. |
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| We are aware of our ruling in BA Savings Bank v. Sia[13] that a certification against forum shopping may be signed by an authorized lawyer who has personal knowledge of the facts required to be disclosed in such document. However, BA Savings Bank must be distinguished from the case at bar because in the former, the complainant was a corporation, and hence, a juridical person. Therefore, that case made an exception to the general rule that the certification must be made by the petitioner himself since a corporation can only act through natural persons. In fact, physical actions, e.g., signing and delivery of documents, may be performed on behalf of the corporate entity only by specifically authorized individuals. In the instant case, petitioners are all natural persons and there is no showing of any reasonable cause to justify their failure to personally sign the certification.[14] It is noteworthy that PEPSI in its Comment stated that it was petitioners themselves who executed the verification and certification requirements in all their previous pleadings. Counsel for petitioners argues that as a matter of policy, a Special Power of Attorney is executed to promptly and effectively meet any contingency relative to the handling of a case. This argument only weakens their position since it is clear that at the outset no justifiable reason yet existed for counsel to substitute petitioners in signing the certification. In fact, in the case of natural persons, this policy serves no legal purpose. Convenience cannot be made the basis for a circumvention of the Rules. | |||||