G.R. Nos. 212493, 1 June 2016
These consolidated cases arose from a Complaint for Specific Performance filed by petitioners Cebu South Memorial Gardens, Inc. and Gabriel Yap, Sr., both represented by Gilbert Yap against respondents Honeylet Siao and Letecia Siao on 27 April 1999. Gilbert Yap, in his own behalf, Gabriel Yap, Jr. and Hyman Yap joined the plaintiffs in their Supplemental Complaint. In their Second Amended Complaint, the petitioners alleged that Gabriel Yap, Sr. and Letecia Siao entered into a Certificate of Agreement to convert the parcels of land registered in the names of Spouses Sergio and Letecia Siao, into memorial lots; to organize themselves into a corporation; to transfer ownership of the parcels of land to Gabriel Yap who will transfer ownership thereof to the corporation; and to give advance payment to Letecia Siao in the amount of P100,000.00 per month until Letecia Siao is financially stable to support herself and her family.
Petitioners claimed that respondents refused to transfer the ownership of the three parcels of land to Cebu South Memorial Garden, Inc., causing them to be exposed to numerous lawsuits from the buyers of the burial plots. Respondents argued that Letecia Siao was coerced to sign the Certificate of Agreement, rendering it null and void.
RTC rendered a Summary Judgment directing defendants to transfer to the plaintiff-movant the three (3) parcels of land.
Court of Appeals set aside the Summary Judgment on a technicality. The appellate court found that the certification against forum-shopping appended to the complaint is defective because there was no board resolution and special power of attorney vesting upon Gilbert Yap the authority to sign the certification on behalf of petitioner corporation and individual petitioners. The appellate court added that the procedural defects affected the jurisdiction of the court in that the court never acquired jurisdiction over the case because the complaints are considered not filed and are ineffectual.
Whether the certification against forum-shopping is defective because it was signed by Gilbert Yap without a valid board resolution.
The appellate court ruled that the certification against forum-shopping is defective because it was signed by Gilbert Yap without a valid board resolution.
The Court, in summarizing numerous jurisprudence, rendered a definitive rule that the following officials or employees of the company can sign the verification and certification without need of a board resolution:
(1) the Chairperson of the Board of Directors,
(2) the President of a corporation,
(3) the General Manager or Acting General Manager,
(4) Personnel Officer, and (5) an Employment Specialist in a labor case.
The rationale behind the rule is that these officers are “in a position to verify the truthfulness and correctness of the allegations in the petition.”
Bolstering our conclusion that the certification of non-forum shopping is valid is the subsequent appending of the board resolution to petitioners’ motion for reconsideration.
The Board of Directors of Cebu South Memorial Garden, through a Board Resolution, not only authorized the President of the corporation to sign the Certificate of Forum-Shopping but it ratified the action taken by Gilbert Yap in signing the forum-shopping certificate.
The signatures of petitioners Gabriel Yap, Jr. and Hyman Yap are not indispensable for the validity of the certification. These petitioners indeed share a common cause of action with Gilbert Yap in that they are impleaded as officers and directors of Cebu South Memorial Garden, the very same corporation represented by Gilbert Yap.
*Case Digest by Legine S. Ramayla, JD-IV, Andres Bonifacio College, SY: 2019-2020