In Gabriel Yap, Sr. vs. Letecia Siao, the Supreme Court addressed whether a corporation’s president needs a board resolution to sign a certificate of non-forum shopping. The Court ruled that, in many cases, a president’s signature is sufficient without needing a specific board resolution. This decision clarifies the extent of a corporate president’s authority and streamlines legal processes. This ruling simplifies the requirements for corporations filing cases and recognizes the authority presidents inherently possess within their roles.

Navigating Legal Waters: Can a Corporation President Steer Without a Board Resolution?

The case began with a dispute over land development between Gabriel Yap, Sr., Cebu South Memorial Garden, Inc., and Letecia Siao. Gabriel Yap, Sr., and Letecia Siao entered a Certificate of Agreement to convert parcels of land into memorial lots and form a corporation. Disputes arose when Siao allegedly refused to transfer the land titles to Cebu South Memorial Garden, Inc. Consequently, a complaint for specific performance was filed, leading to a series of legal battles, including a motion for summary judgment and subsequent appeals.

The central legal issue revolved around the validity of the certification against forum-shopping, which was signed by Gilbert Yap, the President of Cebu South Memorial Garden, Inc., without an explicit board resolution. The Court of Appeals initially ruled that the absence of a board resolution rendered the certification defective, thereby affecting the court’s jurisdiction. This ruling was based on the premise that without a clear delegation of authority, the president’s actions were not binding on the corporation. However, the Supreme Court reversed this decision, citing established jurisprudence.

The Supreme Court relied on the principle that certain corporate officers, by virtue of their position, possess the authority to sign the verification and certification of non-forum shopping without needing a specific board resolution. These officers include the Chairperson of the Board of Directors, the President, the General Manager, Personnel Officer, and an Employment Specialist in labor cases. The Court reasoned that these individuals are inherently “in a position to verify the truthfulness and correctness of the allegations in the petition,” as articulated in Cagayan Valley Drug Corporation v. Commission on Internal Revenue.

“The rationale behind the rule is that these officers are ‘in a position to verify the truthfulness and correctness of the allegations in the petition.’”

This principle was further supported by the Court’s decision in Cebu Metro Pharmacy, Inc v. Euro-Med Laboratories, Pharmacy, Inc., where the President and Manager of Cebu Metro was deemed authorized to sign the verification and certification of non-forum shopping without written authorization from the board. The Court stated that 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.

Furthermore, the subsequent submission of a board resolution during the motion for reconsideration was considered substantial compliance with the rules. This resolution ratified Gilbert Yap’s actions and explicitly authorized him to sign the Certificate of Forum-Shopping. The Supreme Court referenced Swedish Match Philippines, Inc. v. The Treasurer of the City of Manila, which held that the belated submission of a Secretary’s certification constitutes substantial compliance.

The Court also addressed the issue of multiple petitioners and the necessity of all signatures on the certification against forum shopping. The Court noted that when petitioners share a common interest and invoke a common cause of action, the signature of only one of them substantially complies with the Rule, as stated in Fuji Television Network v. Espiritu. In this case, Gabriel Yap, Jr. and Hyman Yap, as officers and directors of Cebu South Memorial Garden, shared a common cause of action with Gilbert Yap, making their individual signatures non-indispensable.

Moreover, the Court emphasized that any objections regarding compliance with verification requirements should be raised in the initial proceedings, not on appeal. This aligns with the principle established in Young v. John Keng Seng, which states that the question of forum shopping must be raised at the earliest opportunity.

The Supreme Court also invoked the “law of the case” doctrine, noting that the Court of Appeals had previously directed the trial court to render a summary judgment in CA-G.R. SP No. 73850. This prior ruling, which determined that there was no longer any legal controversy regarding the Certificate of Agreement, became binding between the parties. The Court emphasized that revisiting the same issues in subsequent appeals undermines the efficiency and finality of judicial decisions.

Finally, the Court affirmed the summary judgment rendered by the trial court, emphasizing that a summary judgment is appropriate when there is no genuine issue as to any material fact and the moving party is entitled to a judgment as a matter of law. Here, the respondents’ reliance on the Certificate of Agreement for their motion for support while simultaneously challenging its validity demonstrated an absence of genuine issues for trial. The Court agreed with the appellate court’s assessment that the respondents were estopped from challenging the agreement’s validity after invoking its benefits.

FAQs

What was the key issue in this case?	The central issue was whether the president of a corporation needed a board resolution to sign the certificate of non-forum shopping. The Supreme Court clarified that in many cases, a president’s signature is sufficient without a specific board resolution.
Who signed the certification against forum shopping?	Gilbert Yap, the President of Cebu South Memorial Garden, Inc., signed the certification against forum shopping on behalf of the corporation. This action was later ratified by the Board of Directors.
Why did the Court of Appeals initially rule against the petitioners?	The Court of Appeals initially ruled that the absence of a board resolution authorizing Gilbert Yap to sign the certification rendered it defective. They argued that this defect affected the court’s jurisdiction over the case.
What was the Supreme Court’s reasoning for reversing the Court of Appeals?	The Supreme Court reasoned that certain corporate officers, including the president, have inherent authority to sign such certifications. They also noted that the subsequent submission of a board resolution constituted substantial compliance.
What is the “law of the case” doctrine?	The “law of the case” doctrine means that once an appellate court makes a ruling on a specific issue in a case, that ruling becomes binding in subsequent proceedings. This prevents the same issue from being relitigated.
When is a summary judgment appropriate?	A summary judgment is appropriate when there is no genuine issue of material fact, and the moving party is entitled to a judgment as a matter of law. It is used to expedite cases where the facts are clear and undisputed.
What is the significance of substantial compliance in this case?	The subsequent submission of the board resolution authorizing the president’s actions was deemed substantial compliance with the procedural rules. This allowed the case to proceed on its merits despite the initial lack of a board resolution.
Are all petitioners required to sign the certificate against forum shopping?	The Court clarified that when petitioners share a common interest and cause of action, the signature of only one petitioner may substantially comply with the rule. This addresses situations where multiple parties are involved in a similar legal claim.

The Supreme Court’s decision in this case reinforces the authority of corporate presidents to act on behalf of their companies, streamlining legal processes and affirming the importance of adhering to established legal doctrines. By recognizing the inherent powers of corporate officers and emphasizing the principle of substantial compliance, the Court promotes judicial efficiency and fairness.

For inquiries regarding the application of this ruling to specific circumstances, please contact ASG Law through contact or via email at frontdesk@asglawpartners.com.

Disclaimer: This analysis is provided for informational purposes only and does not constitute legal advice. For specific legal guidance tailored to your situation, please consult with a qualified attorney.
Source: Gabriel Yap, Sr. vs. Letecia Siao, G.R. No. 212493, June 01, 2016