Expertravel & Tours v. Korean Airlines
REITERATIONFacts
The Antecedents: Korean Airlines (KAL), a foreign corporation licensed to do business in the Philippines, filed a complaint against Expertravel & Tours, Inc. (ETI) for collection of a sum of money. The complaint was signed by Atty. Mario Aguinaldo, who identified himself as KAL's resident agent and legal counsel. ETI moved to dismiss, arguing that Atty. Aguinaldo was not authorized to execute the verification and certificate of non-forum shopping as required by the Rules of Court. Procedural History: The Regional Trial Court (RTC) initially granted KAL's motion to submit a board resolution authorizing Atty. Aguinaldo. KAL subsequently submitted an affidavit from its general manager, Suk Kyoo Kim, stating that a teleconference was held on June 25, 1999, where a resolution was approved, but no written copy existed. The RTC denied the motion to dismiss, taking judicial notice of teleconferencing. ETI's petition for certiorari and mandamus was dismissed by the Court of Appeals (CA), which affirmed the RTC's findings. The CA ruled that Atty. Aguinaldo's authority was established by the board resolution and his status as resident agent. The Petition: ETI filed a petition for review on certiorari, assailing the CA's decision and resolution. ETI argued that the RTC and CA erred in considering documents outside the complaint to prove compliance with the verification and non-forum shopping requirements, and that the RTC gravely abused its discretion in taking judicial notice of the teleconference without a hearing. ETI also maintained that the alleged teleconference and resolution were fabrications.
Issue(s)
Whether the Court of Appeals departed from the accepted and usual course of judicial proceedings when it rendered its questioned decision and issued its questioned resolution. Whether the verification and certificate of non-forum shopping executed by Atty. Mario Aguinaldo complied with Section 5, Rule 7 of the Rules of Court. Whether the RTC committed grave abuse of discretion in taking judicial notice of the alleged teleconference without a prior hearing. Whether the alleged teleconference and the board resolution authorizing Atty. Aguinaldo to file the complaint and execute the certificate of non-forum shopping were valid and sufficiently proven.
Ruling
The petition is meritorious. The Decision of the Court of Appeals is reversed and set aside. The Regional Trial Court of Manila is ordered to dismiss, without prejudice, the complaint of Korean Airlines.
Ratio Decidendi
On the departure from the accepted and usual course of judicial proceedings: The provided text does not contain any specific ratio decidendi addressing whether the Court of Appeals departed from the accepted and usual course of judicial proceedings. Therefore, no corresponding ratio can be provided based on the given information. On the compliance with Section 5, Rule 7 of the Rules of Court: The Court reiterated that the requirement for a certificate of non-forum shopping is mandatory and cannot be excused. While a private corporation may authorize its counsel or resident agent to sign the certification, such authority must be established. In this case, ETI, as the defendant, assailed Atty. Aguinaldo's authority. It was incumbent upon KAL to prove this authority. The verification and certificate of non-forum shopping signed by Atty. Aguinaldo did not contain any allegation of specific authorization from the Board of Directors, nor was any such board resolution appended or incorporated. The Court found that KAL failed to establish that Atty. Aguinaldo had the specific authority to execute the certificate of non-forum shopping, as his role as resident agent under Sections 127 and 128 of the Corporation Code pertains to receiving service of process, not initiating actions or executing such certifications. On the RTC's taking of judicial notice: While acknowledging that teleconferencing is a reality in modern business and is recognized under Republic Act No. 8792 and SEC Memorandum Circular No. 15, the Court found that the RTC's taking of judicial notice of the specific teleconference and resolution in this case was improper. The Court emphasized that for judicial notice to be taken, the matter must be of common and general knowledge, well-settled, and not doubtful or uncertain. The existence and validity of the specific teleconference and the resolution authorizing Atty. Aguinaldo were precisely the disputed facts that ETI challenged. Therefore, these matters required proof rather than judicial notice. The Court concluded that the RTC and CA erred in giving credence to the claims of a teleconference and resolution without sufficient proof. On the validity of the alleged teleconference and board resolution: The Court found the respondent's claims regarding the teleconference and the subsequent board resolution to be incredible and a fabrication. KAL's initial claim that the resolution was with its main office in Korea, followed by an affidavit stating no written copy existed, created doubt. Furthermore, the alleged Secretary's/Resident Agent's Certificate, dated January 10, 1999, was notarized a year later on January 10, 2000, and was not appended to the complaint or subsequent pleadings until much later. The Court noted that if such a resolution was approved on June 25, 1999, it should have been incorporated in the complaint filed on September 6, 1999. The timing and inconsistencies surrounding the alleged teleconference and resolution led the Court to conclude they were concocted to avert the dismissal of the complaint.
Main Doctrine
A resident agent of a foreign corporation, while authorized to receive service of process, is not automatically authorized to execute a certificate of non-forum shopping, as this requires personal knowledge of actions initiated by the corporation, which a resident agent may not possess. Such authority must be expressly granted by the board of directors through a valid resolution.