Monday, October 22, 2018

CASE IN POINT | Certificate of nonforum shopping



Certificate of nonforum shopping
Certificate of nonforum shopping applies to natural and juridical persons. 

In Societe des Products, Nestle, S.A. v. Puregold Price Club, Inc., G.R. No. 217194, September 6, 2017, Carpio, J, the SC once again had the occasion to rule that the requirement of certificate of non-forum shopping is applicable to natural and juridical persons. 

In Zulueta v. Asia Brewery, Inc., 406 Phil. 543 [2001], it was ruled that the requirements under the Rules of Court involving the certification against forum shopping apply both to natural and juridical persons, to wit: "[t]he requirement that the petitioner should sign the certificate of non-forum shopping applies even to corporations, considering that the mandatory directives of the Circular and the Rules of Court make no distinction between natural and juridical persons." 

In Fuentebella v. Castro, 526 Phil. 668 [2006], it was likewise held that the certification against forum shopping must be signed by the principal party. In case the principal party cannot sign, the one signing on his or her behalf must have been duly authorized, to wit: "the petitioner or the principal party must execute the certification against forum shopping. The reason for this is that the principal party has actual knowledge whether a petition has previously been filed involving the same case or substantially the same issues. If, for any reason, the principal party cannot sign the petition, the one signing on his behalf must have been duly authorized." 

Juridical persons, including corporations, that cannot personally sign the certification against forum shopping, must act through an authorized representative. The exercise of corporate powers including the power to sue is lodged with the board of directors which acts as a body representing the stockholders. For corporations, the authorized representative to sign the certification against forum shopping must be selected or authorized collectively by the board of directors. In Eslaban, Jr. v. Vda. de Onorio, 412 Phil. 667 [2001], it was ruled that if the real party in interest is a corporation, an officer of the corporation acting alone has no authority to sign the certification against forum shopping. An officer of the corporation can only validly sign the certification against forum shopping if he or she is authorized by the board of directors through a board resolution or secretary's certificate. In Gonzales v. Climax Mining Ltd., 492 Phil. 682 [2005], the Court ruled that a board resolution authorizing a corporate officer to execute the certification against forum shopping is a necessary requirement under the Rules. A certification signed by a person who was not duly authorized by the board of directors renders the petition for review subject to dismissal. 

The authority of the representative of a corporation to sign the certification against forum shopping originates from the board of directors through either a board of directors' resolution or secretary's certificate which must be submitted together with the certification against forum shopping. In Zulueta, the Court declared invalid a petition for review with a certification against forum shopping signed by the party's counsel which was not supported by a board resolution or secretary's certificate proving the counsel's authority. This Court dismissed the case and held: "[t] he signatory in the Certification of the Petition before the CA should not have been respondents' retained counsel, who would not know whether there were other similar cases of the corporation. Otherwise, this requirement would easily be circumvented by the signature of every counsel representing corporate parties." Likewise, in Eslaban, it was held that a certification signed by counsel alone is defective and constitutes a valid cause for the dismissal of the petition. 

In Development Bank of the Philippines v. Court of Appeals, 483 Phil. 216 [2004], it was said that the failure to attach a copy of a board resolution proving the authority of the representative to sign the certification against forum shopping was fatal to its petition and was sufficient ground to dismiss since the courts are not expected to take judicial notice of board resolutions or secretary's certificates issued by corporations. 

Accordingly, the CA did not err in ruling that the petition for review should be dismissed due to the failure of Nestle to comply with the proper execution of the certification against forum shopping required by Section 5, Rule 7 of the Rules of Court.
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