G.R. No. 212493, June 01, 2016
GABRIEL YAP, SR. DULY REPRESENTED BY GILBERT YAP AND ALSO IN HIS PERSONAL CAPACITY, GABRIEL YAP, JR., AND HYMAN YAP, Petitioners, v. LETECIA SIAO, LYNEL SIAO, JANELYN SIAO, ELEANOR FAYE SIAO, SHELETT SIAO AND HONEYLET SIAO, Respondents.
G.R. No. 212504
CEBU SOUTH MEMORIAL GARDEN, INC., Petitioner, v. LETECIA SIAO, LYNEL SIAO, JANELYN SIAO, ELEANOR FAYE SIAO, SHELETT SIAO AND HONEYLET SIAO, Respondents.
D E C I S I O N
Before this court are two consolidated cases involving two petitions for Review on Certiorari. These petitions assail the Decision1 dated 9 October 2013 and Resolution2 dated 26 March 2014 of the Court of Appeals in CA-G.R. CV No. 02037.
Petitioners in G.R. No. 212493 are deceased Gabriel Yap, Sr., represented by his son and the President of Cebu South Memorial Garden, Inc., Gilbert Yap; Gabriel Yap, Jr., in his capacity as Treasurer; and Hyman Yap, as one of the directors, while petitioner in G.R. No. 212504 is Cebu South Memorial Garden, Inc. Respondents in both cases are Letecia Siao and her children, Lynel, Janelyn, Eleonor, Shellett and Honeylet.
These consolidated cases arose from a Complaint for Specific Performance filed by petitioners Cebu South Memorial Gardens, Inc. and Gabriel Yap, Sr., both represented by Gilbert Yap against respondents Honeylet Siao and Letecia Siao on 27 April 1999. Gilbert Yap, in his own behalf, Gabriel Yap, Jr. and Hyman Yap joined the plaintiffs in their Supplemental Complaint. In their Second Amended Complaint, the petitioners alleged that Gabriel Yap, Sr. and Letecia Siao entered into a Certificate of Agreement where the parties agreed on the following terms:
As a backgrounder, respondent Letecia Siao's husband Sergio Siao was indebted to petitioner Gabriel Yap, Sr. Petitioners claim that the titles to the subject parcels of land were in the possession of Gabriel Yap, Sr. as collateral for the loan. In consideration of condoning the loan, Gabriel Yap, Sr. returned the titles to Letecia Siao on the condition that the parcels of land covered by the titles would be developed into memorial lots.4
- To convert the parcels of land covered by TCT Nos. 66716, 66714 and 66713, registered in the names of Spouses Sergio and Letecia Siao, into memorial lots;
- To organize themselves into a corporation;
- To transfer ownership of the parcels of land to Gabriel Yap who will transfer ownership thereof to the corporation;
- To give advance payment to Letecia Siao in the amount of P100,000.00 per month until Letecia Siao is financially stable to support herself and her family.3
WHEREFORE, judgment is hereby rendered directing defendants to transfer to the plaintiff-movant the three (3) parcels of land covered by TCT Nos. 66714, 66713 and 66716 after this judgment shall have become final and executory.The motion for reconsideration filed by respondents was denied. Once again, respondents filed an appeal under Rule 41 of the Rules of Court seeking to reverse and set aside the Summary Judgment rendered by the RTC.
Should defendants fail to do so, the Branch Clerk of Court is directed to prepare a deed of conveyance or transfer of the said titles to the plaintiff CSMG, Inc. at the expense of defendants.10ChanRoblesVirtualawlibrary
Petitioner Yaps, in G.R. No. 212493 maintain that the signature of the President of the corporation is sufficient to vest authority on him to represent the corporation sans a board resolution. Petitioners stress that the Special Power of Attorney categorically granted Gilbert Yap the full authority to appear and represent Gabriel Yap, Sr. With respect to the failure of Gabriel Yap, Jr. and Hyman Yap to sign the certificate of non-forum shopping, petitioners assert that while the two men share a common interest with petitioner corporation and Gabriel Yap, Sr., these are not indispensable parties, thus their signatures are not necessary. Petitioners also submit that the issue of a defective certification of non-forum shopping was belatedly raised, thus should not have been considered.13
- The Honorable Court of Appeals made an error in applying the law when the same resolved to reverse the decision the [c]ourt a quo on the ground that even if Gilbert Yap is the president of petitioner corporation the same had no authority to institute the complaint unless he can produce a board resolution showing his authority.
- The Honorable Court of Appeals also erred when it entertained the issue on lack of Certificate of Non-forum shopping when the raising of said grounds is already barred by the Rules on Pleading and Omnibus Motion Rule.11
- The Court of Appeals gravely erred and acted contrary to law in reversing the summary judgment and dismissing the complaints filed by petitioner on ground that the RTC Cebu had no jurisdiction over the complaint and plaintiff because the verification and certification of non-forum shopping signed by the president of the corporation was not accompanied by a board resolution considering that:
3.1 Gilbert Yap, as President of petitioner, can sign the verification and certification even without a board resolution. Hence, his verification and certification is valid. Consequently, the complaint and second amended complaint are likewise valid. 3.2 The Court of Appeals gravely erred and acted contrary to law in ruling that the subsequent submission of petitioner's board resolution cannot be deemed as substantial compliance to the rule on verification and certificate of non-forum shopping. 3.3 The execution of a verification and certification of non-forum [shopping] is a formal, not a [jurisdictional] issue. It may be waived if not raised on time. In the instant case, respondents waived the alleged [defect] when they failed to raise it in a motion to dismiss or answer. 3.4 The assailed decision resolved an issue beyond its jurisdiction. Thus, it is void under the principle of coram non judice. 3.5 The validity of the complaints have been settled with finality. In its decision dated 10 October 2013, the Court of Appeals thru the another division (nineteenth division) directed RTC Cebu to render summary judgment there being no genuine issues to be tried. The Court of Appeals (Fifth Division) in the present case violated the doctrine of immutability of judgment when it dismissed the complaints, thereby effectively directing the trial court not to render any summary judgment.
- The Court of Appeals gravely erred in reversing the summary judgment despite the fact the same is consistent with the Certificate of Agreement.12
As the corporation's President and Manager, she is in a position to verify the truthfulness and correctness of the allegations in the petition. In addition, such an act is presumed to be included in the scope of her authority to act within the domain of the general objectives of the corporation's business and her usual duties in the absence of any contrary provision in the corporation's charter or by-laws.19ChanRoblesVirtualawlibraryCebu Metro also cited cases wherein the Court allowed officers of a corporation to sign the verification and certification of non-forum shopping even without a board resolution, to wit:
x x x xBolstering our conclusion that the certification of non-forum shopping is valid is the subsequent appending of the board resolution to petitioners' motion for reconsideration. The Board Resolution reads:
In Ateneo de Naga University v. Manalo, we held that the lone signature of the University President was sufficient to fulfill the verification requirement, because such officer had sufficient knowledge to swear to the truth of the allegations in the petition.
In People's Aircargo and Warehousing Co., Inc. v. CA, we held that in the absence of a charter or by-law provision to the contrary, the president of a corporation is presumed to have the authority to act within the domain of the general objectives of its business and within the scope of his or her usual duties. Moreover, even if a certain contract or undertaking is outside the usual powers of the president, the corporation's ratilication of the contract or undertaking and the acceptance of benefits therefrom make the corporate president's actions binding on the corporation.20ChanRoblesVirtualawlibrary
The Board of Directors of Cebu South Memorial Garden, through a Board Resolution, not only authorized the President of the corporation to sign the Certificate of Forum-Shopping but it ratified the action taken by Gilbert Yap in signing the forum-shopping certificate.
BOARD RESOLUTION NO. 01
Series of 2013
WHEREAS, the corporation is presently facing a Civil Case entitled Cebu South Memorial Garden, Inc. versus Letecia Siao, Lynel Siao, Janelyn Siao, Eleanor Faye Siao, Shelett Siao and Honeylet Siao, and docketed as Civil Case No. CEB-23707 before the Regional Trial Court of Ccbu City, Branch 13, and is mostly like to [raise] to the Court of Appeals and the Supreme Court by our corporation or by the opposing party depending on the outcome of the said case.
WHEREAS, the corporation needs to appoint its authorized representative who will be vested with the authority to sign the Verification and Certificate of Forum Shopping for any and all pleadings to be filed before the Court of Appeals and the Supreme Court as the need of the case requires.
WHEREAS, the corporation also needs to ratify the action taken by the president of the corporation in the person of Gilbert Yap who signed the Verification and the Certificate of Non-Forum Shopping in the Complaint filed by this corporation before the Regional Trial Court of Cebu City last April 27, 1999 and docketed as [Civil Case No. CEB-23707].
WHEREFORE, it is hereby resolved that:
1. The action of the president Gilbert Yap in signing the Verification and Certificate of Non-forum Shopping in [Civil Case No. CEB-23707] filed before the Regional Trial Court of Cebu City on April 27, 1999 is hereby ratified/affirmed by this Board with all legal effects and consequences.
2. The corporate president Gilbert Yap is given full authority to sign the Verification and Certificate on Non-forum Shopping for all pleadings to be filed with the Court of Appeals and after with the Supreme Court of the Philippines.21ChanRoblesVirtualawlibrary
Clearly, this is not an ordinary case of belated submission of proof of authority from the board of directors. Petitioner-corporation ratified the authority of Ms. Beleno to represent it in the Petition filed before the RTC, particularly in Civil Case No. 03-108163, and consequently to sign the verification and certification of non-forum shopping on behalf of the corporation. This fact confirms and affirms her authority and gives this Court all the more reason to uphold that authority.23ChanRoblesVirtualawlibraryIn Cosco Philippine Shipping, Inc. v. Kemper Insurance,24 we cited instances wherein the lack of authority of the person making the certification of non-forum shopping was remedied through subsequent compliance by the parties therein:
In China Banking Corporation v. Mondragon International Philippines, Inc., the CA dismissed the petition filed by China Bank, since the latter failed to show that its bank manager who signed the certification against non-forum shopping was authorized to do so. We reversed the CA and said that the case be decided on the merits despite the failure to attach the required proof of authority, since the board resolution which was subsequently attached recognized the pre-existing status of the bank manager as an authorized signatory.In Lim v. Court of Appeals, Mindanao Station26 it was ruled that the Assistant Vice-President for BPI Northern Mindanao, who was then the highest official representing the bank in the Northern Mindanao area, is in a position to verify the truthfulness and correctness of the allegations in the subject complaint, signifying his authority in filing the complaint and to sign the verification and certification against forum shopping.
In Abaya Investments Corporation v. Merit Philippines, where the complaint before the Metropolitan Trial Court of Manila was instituted by petitioner's Chairman and President, Ofelia Abaya, who signed the verification and certification against non-forum shopping without proof of authority to sign for the corporation, we also relaxed the rule. We did so taking into consideration the merits of the case and to avoid a re-litigation of the issues and further delay the administration of justice, since the case had already been decided by the lower courts on the merits. Moreover, Abaya's authority to sign the certification was ratified by the Board.25ChanRoblesVirtualawlibrary
x x x xClearly, a defect in the certification is allowed on the ground of substantial compliance as in this case.
4) As to certification against forum shopping, non-compliance therewith or a defect therein, unlike in verification, is generally not curable by its subsequent submission or correction thereof, unless there is a need to relax the Rule on the ground of "substantial compliance" or presence of "special circumstances or compelling reasons."
5) The certification against forum shopping must be signed by all the plaintiffs or petitioners in a case; otherwise, those who did not sign will be dropped as parties to the case. Under reasonable or justifiable circumstances, however, as when all the plaintiffs or petitioners share a common interest and invoke a common cause of action or defense, the signature of only one of them in the certification against forum shopping substantially complies with the Rule.
x x x x
Clearly, there is no longer any legal controversy in this case which would justify trial. By claiming benefits arising from the Certificate of Agreement, private respondents had invoked the validity and effectiveness of the Certificate of Agreement which according to them is the law between the parties.Considering the foregoing, we grant the petition.chanrobleslaw
After invoking the validity and effectiveness of the Certificate of Agreement, private respondents cannot now be heard claiming that they could not be required to perform their obligations under the Certificate of Agreement because the said contract is void or that because private respondent Leticia Siao had no authority to bind the other private respondents.
The application of the principle of estoppel is proper and timely in heading off private respondents efforts at renouncing their previous acts to the prejudice of petitioner. The principle of equity and natural justice, as expressly adopted in Article 1431 of the Civil Code, and pronounced as one of the CONCLUSIVE presumption under rule 131, Section 3 (a) of the Rules of Court, as follows: "Whenever a party has, by his own declaration, act or omission, intentionally and deliberately led another to believe a particular thing to be true, and to act upon such a belief, he cannot, in any litigation arising out of such declaration, act or omission, be permitted to falsify it."
Private respondents, having performed affirmative acts upon which the petitioner and public respondent based their subsequent actions, cannot thereafter refute their acts or renege on the effects of the same, to the prejudice of the latter. To allow private respondents to do so would be tantamount to conferring upon them the liberty to limit their liability at their whims and caprices, which is against the very principles of equity and natural justice.36 (Emphasis Supplied)
1Rollo (G.R. No. 212493), pp. 68-81; Penned by Associate Justice Maria Elisa Sempio Diy with Associate Justices Edgardo Delos Santos and Pamela Ann Abella Maxino concurring.
2 Id. at 111-121.
3Rollo (G.R. No. 212504), p. 154.
4 Id. at 157.
5 Id. at 135-136.
6 Id. at 137-141.
7 Id. at 174-180.
8 Id. at 187-195.
9 Id. at 198-216.
10 Id. at 216.
11Rollo (G.R. No. 212493), pp. 49 and 58.
12Rollo (G.R. No. 212504), pp. 41-43.
13Rollo (G.R. No. 212493), pp. 50-55.
14Rollo (G.R. No. 212504), pp. 41-43.
15Rollo (G.R. No. 212493), pp. 210-232.
16 568 Phil. 572, 581 (2008).
17 Id. at 582.
18 647 Phil. 642 (2010).
19 Id. at 653.
20 Id. at 651-652 citing Hutama RSEA/Supermax Phils., J. V. v. KCD Builders Corp., 628 Phil. 52, 61 (2010).
21Rollo (G.R. No. 212493), pp. 104-105.
22 G.R. No. 181277, 3 July 2013, 700 SCRA 428.
23 Id. at 437.
24 686 Phil. 327 (2012).cralawred
25 Id. at 338-339 citing Rep. v. Coalbrine Int'l. Phils., Inc., 631 Phil. 487, 499 (2010).
26 G.R. No. 192615, 30 January 2013, 689 SCRA 705, 712-713.cralawred
27 G.R. No. 204944-45, 3 December 2014.
28S.C. Megaworld Construction and Development Corporation v. Parada, G.R. No. 183804, September 2013, 705 SCRA 584, 596.
29 446 Phil. 823, 826 (2003).
30Apo Fruits Corporation v. Court of Appeals, 543 Phil. 497, 516-517 (2007).
31Rollo (G.R. No. 212504), pp. 187-195.
32Export Processing Zone v. Pulido, et al., 671 Phil. 834, 843 (2011).
33Sy v. Young, G.R. No. 169214, 19 June 2013, 699 SCRA 8, 14.
34Spouses Ong v. Roban Lending Corp., 579 Phil. 769, 779 (2008).
35Cotabato Timberland Co., Inc. v. C. Alcantara and Sons, Inc., 474 Phil. 259, 267 (2004) citing Evadel Realty and Development Corp. v. Spouses Soriano, 409 Phil. 450, 461 (2001).
36Rollo (G.R. No. 212493), pp. 126-129.