Cebu Metro Pharmacy v. Euro-Med Laboratories
REITERATIONFacts
The Antecedents: Respondent Euro-Med Laboratories Philippines, Inc. filed a complaint for sum of money against petitioner Cebu Metro Pharmacy, Inc. for P120,219.88, representing payment for intravenous fluids products purchased by Cebu Metro. Cebu Metro admitted the obligation but raised defenses including lack of cause of action due to unauthorized contract by its former president, laches, and fraud involving the former president and Euro-Med's representatives. Procedural History: The Municipal Trial Court in Cities (MTCC) ruled in favor of Euro-Med, ordering Cebu Metro to pay the principal amount, interest, attorney's fees, and litigation expenses. Cebu Metro appealed to the Regional Trial Court (RTC), which affirmed the MTCC decision. Cebu Metro then filed a Petition for Review with the Court of Appeals (CA). The Petition: Cebu Metro filed a Petition for Review on Certiorari with this Court, assailing the CA's Resolutions that dismissed its Petition for Review and denied its motion for reconsideration. The CA dismissed the petition due to the alleged lack of authority of Carmel T. Albao, Cebu Metro's Manager, to sign the verification and certification against forum-shopping. Cebu Metro argues that Albao, as President and Manager, possessed the inherent authority to sign these documents, and that subsequent board resolutions ratified her actions. The core issue is whether Albao's authority extended to signing the verification and certification for the appeal, and if not, whether the deficiency could be cured.
Issue(s)
WHETHER THE RESOLUTION OF THE BOARD OF DIRECTORS OF PETITIONER CEBU METRO PHARMACY, INC. AUTHORIZING CARMEL T. ALBAO TO REPRESENT PETITIONER CORPORATION IN THE COURT HEARINGS IN CIVIL CASE NO. R-44430 BEFORE THE MUNICIPAL TRIAL COURT IN CITIES, BRANCH 5, CEBU CITY ALSO INCLUDES THE AUTHORITY TO REPRESENT PETITIONER CORPORATION IN ALL OTHER COURT PROCEEDINGS INCLUDING THE AUTHORITY TO VERIFY AND TO ISSUE A CERTIFICATE OF NON-FORUM SHOPPING UNTIL THE CASE IS FINALLY TERMINATED; IF, IN THE NEGATIVE, CAN THE DEFICIENCY BE CURED BY A SUBSEQUENT BOARD RESOLUTION OF THE PETITIONER-CORPORATION AFFIRMING AND CONFIRMING THE ACTS DONE BY CARMEL T. ALBAO WHO IS ITS PRESIDENT AND MANAGER IN FILING AN APPEAL BEFORE THE REGIONAL TRIAL COURT AND THE PETITION FOR REVIEW BEFORE THE COURT OF APPEALS.
Ruling
The Supreme Court granted the petition, reversed and set aside the assailed Resolutions of the Court of Appeals, and remanded the case to the Court of Appeals for appropriate action.
Ratio Decidendi
On Issue 1: The Supreme Court held that Carmel T. Albao, as President and Manager of Cebu Metro, possessed the inherent authority to sign the verification and certification of non-forum shopping. Citing jurisprudence, the Court stated that the president of a corporation is presumed to have the authority to act within the scope of the corporation's general objectives and usual duties, especially when they are in a position to verify the truthfulness of the allegations. Therefore, a specific board resolution is not always necessary for such acts, particularly when the officer holds significant positions like President and Manager. The Court emphasized that the rules on verification and certification are designed to promote substantial justice, not to be rigid technicalities that bar appeals. On Issue 2: The Court found that even if there were initial doubts about the scope of Albao's authority under Board Resolution No. 2001-06, the subsequent passage of Board Resolution No. 2004-05, which ratified and confirmed Albao's authority to represent the corporation in appeals before the RTC, CA, and the Supreme Court, further solidified her standing. This ratification served to cure any perceived deficiency in her authority to sign the verification and certification. The Court reiterated that procedural rules should not be applied in a rigid, technical sense to the prejudice of substantial justice, and parties should be given ample opportunity to ventilate their causes.
Main Doctrine
The President and Manager of a corporation is presumed to have the authority to sign the verification and certification against forum shopping, even without a specific board resolution, as they are in a position to verify the truthfulness of the allegations. Dismissal on purely technical grounds is frowned upon when it results in unfairness.