BA Savings Bank v. Sia
REITERATIONFacts
1. The Antecedents: The underlying dispute concerns the validity of a Certificate of Non-Forum Shopping signed by a corporation's counsel. The Court of Appeals initially dismissed BA Savings Bank's petition on the grounds that this certificate, required by Supreme Court Circular 28-91, was not signed by a corporate representative but by its lawyer. 2. Procedural History: BA Savings Bank filed a Petition for Certiorari with the Court of Appeals, which was denied due to the certificate of non-forum shopping being signed by its counsel. The bank then filed a Motion for Reconsideration, attaching a corporate secretary's certificate authorizing its lawyers to sign such documents. This motion was also denied by the Court of Appeals, which maintained that the circular required the petitioner itself, not its counsel, to sign the certificate. 3. The Petition: This case is before the Supreme Court on a Petition for Review on Certiorari under Rule 45 of the Rules of Court. The petitioner argues that its lawyers were authorized to execute and sign the certificate of non-forum shopping on behalf of the corporation, that such certification binds the corporation, and that it complies with the requirements of non-forum shopping. The core issue is whether Supreme Court Revised Circular No. 28-91 permits a corporation to authorize its counsel to execute this certificate.
Issue(s)
Whether petitioner-corporation’s lawyers are authorized to execute and sign the certificate of non-forum shopping. Whether the certification of petitioner’s authorized lawyers will bind the corporation. Whether the certification by petitioner corporation’s lawyers is in compliance with the requirements on non-forum shopping.
Ruling
The Petition is granted. The appealed Resolution of the Court of Appeals is reversed and set aside. The case is remanded to the Court of Appeals for continuation of proceedings.
Ratio Decidendi
On the authority of lawyers to execute the certificate of non-forum shopping: The Court held that a corporation, acting through its board of directors or authorized officers and agents, can perform physical acts like signing documents. In this case, the Board of Directors of BA Savings Bank issued a Resolution specifically authorizing its lawyers to act as agents and to sign, execute, and deliver the Certificate of Non-Forum Shopping. This Resolution was sufficient to vest the lawyers with the authority to bind the corporation for the acts specified. The Court clarified that while natural persons must personally sign the certificate, this requirement cannot be strictly imposed on artificial persons like corporations, which can only act through delegated individuals. The Circular does not prohibit authorizing agents, and the corporation exercised this authority reasonably well by appointing its counsel, who would likely have personal knowledge of the required facts. The Court cited Robern Development Corporation v. Judge Jesus Quitain where an acting regional counsel was allowed to sign the certificate. On whether the certification by authorized lawyers binds the corporation: The Court affirmed that the Resolution of the Board of Directors specifically authorizing its lawyers to sign the Certificate of Non-Forum Shopping was sufficient to bind the corporation. The lawyers, acting as authorized agents, performed the act within the scope of their delegated authority. The Court reiterated the principle that agents of a corporation are subject to the same rules and liabilities as agents of individuals. Therefore, the certification executed by the authorized counsel was binding upon BA Savings Bank. On compliance with the requirements on non-forum shopping: The Court ruled that the certification by the corporation's authorized lawyers, who had personal knowledge of the matters required, complied with the spirit and rationale of Supreme Court Revised Circular No. 28-91. The Court emphasized that a literal interpretation of the circular should be avoided if it would subvert its objective of preventing forum shopping, as stated in Bernardo v. NLRC. The Court stressed that technical rules of procedure should promote, not frustrate, justice. Therefore, the CA erred in dismissing the petition solely on the technicality of the certificate being signed by counsel instead of a corporate officer, when the counsel was duly authorized and possessed the necessary knowledge.
Main Doctrine
A corporation may authorize its counsel to execute a certificate of non-forum shopping on its behalf, provided the counsel has personal knowledge of the facts required and is specifically authorized by the board of directors, as the literal interpretation of the circular should not subvert its rationale of preventing forum shopping.