Can Your Lawyer Sign Your Company’s Court Papers? Understanding Non-Forum Shopping Certification for Corporations
TLDR: Philippine Supreme Court clarifies that a corporation can authorize its lawyer, if properly authorized and with personal knowledge, to sign the required certificate of non-forum shopping, ensuring access to justice without undermining the rule against forum shopping.

BA SAVINGS BANK, PETITIONER, VS. ROGER T. SIA, TACIANA U. SIA AND JOHN DOE, RESPONDENTS. G.R. No. 131214, July 27, 2000

Imagine your company urgently needs to file a case, but a procedural technicality threatens to derail your access to justice. This was the predicament faced by BA Savings Bank, highlighting a crucial question for corporations navigating the Philippine legal system: Who can sign the critical certificate of non-forum shopping on behalf of a company?

Introduction: The Forum Shopping Hurdle and Corporate Realities

Forum shopping, the unethical practice of filing multiple suits in different courts to increase chances of a favorable outcome, is a major concern in any judicial system. To combat this, the Philippine Supreme Court introduced Circular No. 28-91, requiring a certificate of non-forum shopping to be submitted with certain court filings. This certificate mandates petitioners to swear under oath that they have not filed similar cases elsewhere. For individuals, this is straightforward. But for corporations, which are legal fictions acting through human agents, the question of who can legitimately sign this certificate becomes complex. This case, BA Savings Bank vs. Sia, tackles this very issue, providing much-needed clarity on corporate compliance with non-forum shopping rules.

Legal Context: Circular 28-91 and the Rationale Behind Non-Forum Shopping Certification

Supreme Court Circular No. 28-91, later revised, aimed to curb forum shopping, a practice that clogs court dockets, wastes judicial resources, and breeds inconsistent judgments. The circular mandates that in initiatory pleadings, a certification against forum shopping must be executed by the party-pleader. This certification requires the affiant to declare under oath that:

• They have not commenced any other action or proceeding involving the same issues in the Supreme Court, Court of Appeals, or any other tribunal or agency.
• To the best of their knowledge, no such action or proceeding is pending in the Supreme Court, Court of Appeals, or any other tribunal or agency.
• If they later learn that a similar action or proceeding has been filed or is pending, they will promptly inform the courts and other tribunals or agencies of that fact.

The rationale is clear: to ensure transparency and prevent litigants from simultaneously pursuing the same case in multiple venues. However, the circular’s explicit requirement for the “petitioner” to sign created ambiguity for corporations. Corporations, unlike natural persons, cannot physically sign documents themselves. They act through their authorized officers and agents. This raises the question: Does Circular 28-91 strictly require a corporate officer to sign, or can a duly authorized lawyer sign on behalf of the corporation?

The Supreme Court previously addressed related issues. In Robern Development Corporation v. Judge Jesus Quitain, the Court allowed an acting regional counsel of the National Power Corporation to sign the certificate. The Court recognized that counsel might be in the best position to know the facts required for the certification. This hinted at a more pragmatic approach, acknowledging the realities of corporate representation in legal proceedings.

Case Breakdown: BA Savings Bank vs. Sia – The Court’s Pragmatic Approach

The case began when BA Savings Bank filed a Petition for Certiorari in the Court of Appeals (CA). The CA, however, dismissed the petition outright because the certificate of non-forum shopping was signed by the bank’s counsel, not a corporate officer. The CA rigidly interpreted Circular 28-91, stating that “it is the petitioner, not the counsel, who must certify under oath”.

BA Savings Bank promptly filed a Motion for Reconsideration, attaching a Corporate Secretary’s Certificate. This certificate demonstrated that the bank’s Board of Directors had specifically authorized their lawyers to represent them in court and to sign the certificate of non-forum shopping. Despite this, the CA denied the motion, maintaining its strict interpretation of the circular.

Undeterred, BA Savings Bank elevated the matter to the Supreme Court. The central issue before the Supreme Court was whether a corporation could authorize its counsel to execute the certificate of non-forum shopping on its behalf.

The Supreme Court, in a decision penned by Justice Panganiban, sided with BA Savings Bank, reversing the Court of Appeals. The Court’s reasoning was grounded in practicality and corporate law principles. It emphasized that:

“Unlike natural persons, corporations may perform physical actions only through properly delegated individuals; namely, its officers and/or agents.”

The Court underscored that corporations act through their board of directors and authorized agents. Authorizing agents, including lawyers, to perform acts like signing documents is inherent to corporate function. The Court noted that the bank’s Board Resolution specifically authorized its lawyers to sign the certificate. This, in the Court’s view, was sufficient.

Furthermore, the Supreme Court highlighted the practical advantage of allowing lawyers to sign in certain corporate contexts:

“For who else knows of the circumstances required in the Certificate but its own retained counsel. Its regular officers, like its board chairman and president, may not even know the details required therein.”

The Court recognized that lawyers handling the case are often best positioned to know whether similar cases exist. They are privy to the details of the litigation and are ethically bound to ensure compliance with non-forum shopping rules.

The Supreme Court also cited its ruling in Robern Development Corporation, reinforcing the precedent that authorized counsel could sign such certifications. Finally, the Court invoked the principle of promoting justice over strict procedural technicalities, quoting Bernardo v. NLRC:

“x x x. Indeed, while the requirement as to certificate of non-forum shopping is mandatory, nonetheless the requirements must not be interpreted too literally and thus defeat the objective of preventing the undesirable practice of forum-shopping.”

The Supreme Court concluded that allowing a specifically authorized lawyer with personal knowledge to sign the certificate aligns with the spirit and purpose of Circular 28-91, preventing forum shopping without unduly hindering corporate access to justice. The case was remanded to the Court of Appeals for further proceedings.

Practical Implications: Ensuring Corporate Access to Courts

The BA Savings Bank vs. Sia decision provides crucial clarity for corporations involved in litigation in the Philippines. It confirms that corporations are not unduly restricted by a literal interpretation of Circular 28-91. Key takeaways include:

• Corporations can authorize lawyers: A corporation’s board of directors can validly authorize its lawyers to sign the certificate of non-forum shopping. This authorization should be formalized through a board resolution and clearly specify the lawyer’s power to sign such certifications.
• Personal Knowledge is Key: The authorized lawyer should have personal knowledge of the facts required in the certificate. This is often the case since the lawyer is directly handling the litigation and is aware of related cases.
• Substance over Form: Philippine courts, as highlighted in this case, will prioritize substance over rigid procedural formalism. The aim is to prevent forum shopping, not to create unnecessary barriers to justice for corporations.
• Importance of Board Resolutions: This case underscores the importance of proper corporate authorization. A clear and specific board resolution is crucial to delegate authority and avoid procedural pitfalls.

For businesses, this ruling means greater flexibility and practicality in managing litigation. Instead of always requiring busy corporate officers to execute these certifications, corporations can rely on their legal counsel, streamlining the process and ensuring timely court filings.

Key Lessons:

• For Corporations: Ensure your board of directors passes a resolution explicitly authorizing your legal counsel to sign certificates of non-forum shopping and other necessary court documents.
• For Lawyers: When signing a certificate of non-forum shopping for a corporate client, ensure you have a clear board resolution authorizing you to do so and that you have personal knowledge of the facts being certified.
• For Procedural Compliance: Always prioritize understanding the spirit and purpose of procedural rules like Circular 28-91, rather than adhering to overly literal and impractical interpretations.

Frequently Asked Questions (FAQs)

Q: Can any employee of a corporation sign the certificate of non-forum shopping?

A: No, not just any employee. The signatory must be duly authorized by the corporation, typically through a board resolution. The person should also have personal knowledge of the facts being certified.

Q: Does the board resolution need to specifically mention “certificate of non-forum shopping”?

A: Yes, it is best practice for the board resolution to explicitly mention the authority to sign the certificate of non-forum shopping, along with other necessary pleadings and documents. Specificity avoids any ambiguity.

Q: What happens if the certificate is signed by someone without proper authorization?

A: The court may dismiss the case due to non-compliance with Circular 28-91, as initially happened in this case at the Court of Appeals. However, deficiency can be curable.

Q: Is it always better to have a corporate officer sign instead of a lawyer?

A: Not necessarily. In many cases, the lawyer handling the case is better positioned to know the facts required for the certification. The key is proper authorization and personal knowledge, regardless of whether the signatory is an officer or a lawyer.

Q: Can this ruling be applied to other types of certifications or affidavits required by courts?

A: The principle of corporate authorization through agents can be applied to other situations where corporations need to execute documents. However, specific rules may vary, so it’s essential to consult legal counsel for each situation.

Q: What if we discover forum shopping after the certificate has been filed?

A: The circular requires immediate notification to the courts if forum shopping is discovered later. Failure to do so can have serious consequences, including dismissal of the case and potential sanctions.

Q: Does this ruling mean corporations can always delegate signing legal documents to lawyers?

A: Generally, yes, for procedural documents like certifications, verifications, and pleadings, especially when authorized by a board resolution. However, for certain critical corporate acts requiring specific officer signatures under law or contract, direct officer signatures might still be necessary.

Q: Where can I find the full text of Circular 28-91?

A: You can find Supreme Court Circulars on the Supreme Court of the Philippines website or through online legal databases.

Q: Is the certificate of non-forum shopping required in all types of cases?

A: No, it is generally required in initiatory pleadings in civil and special proceedings filed with the Supreme Court, Court of Appeals, and other tribunals as specified by the rules.

Q: How can ASG Law help my corporation with litigation and procedural compliance?

ASG Law specializes in corporate litigation and regulatory compliance. We can advise your corporation on best practices for court filings, board resolutions, and ensuring compliance with procedural rules like Circular 28-91. Contact us or email hello@asglawpartners.com to schedule a consultation.