BA Savings Bank vs. Roger T. Sia, Taciana U. Sia and John Doe

A corporation may authorize its counsel to sign the certificate of non-forum shopping on its behalf, provided the counsel is specifically authorized by the corporation and has personal knowledge of the facts required to be disclosed; Circular 28-91 does not prohibit such delegation.

BA Savings Bank, a corporation, was the petitioner in CA-GR SP No. 43209; Roger T. Sia, Taciana U. Sia and John Doe were the respondents in the subsequent Supreme Court petition. Supreme Court Circular No. 28-91 requires every petitioner in a petition filed with the Supreme Court or Court of Appeals to certify under oath against forum shopping. Because a corporation can act only through natural persons, the application of that requirement to corporate petitioners depends on corporate agency principles.

BA Savings Bank, a corporation, filed a Petition for Certiorari and mandamus before the Court of Appeals in CA-GR SP No. 43209. The petition incorporated a certification on anti-forum shopping. On August 6, 1997, the Court of Appeals issued a Resolution denying due course to the petition and dismissing it because the certification was signed not by the duly authorized representative of the petitioner, but by its counsel, contrary to Supreme Court Circular No. 28-91.

BA Savings Bank subsequently filed a Motion for Reconsideration, attaching a Corporate Secretary’s Certificate dated August 14, 1997. The Certificate showed that the petitioner’s Board of Directors approved a Resolution on May 21, 1996, authorizing the petitioner’s lawyers to represent it in any action or proceeding before any court, tribunal or agency, and to sign, execute and deliver the Certificate of Non-forum Shopping, among others.

On October 24, 1997, the Court of Appeals denied the Motion for Reconsideration. It held that Revised Circular No. 28-91 requires the petitioner, not counsel, to certify under oath to all the facts and undertakings required therein. It reasoned that counsel might not have personal knowledge of all matters relative to the historical background of the case and would rely only on what the client had told him, so the certification executed by counsel would not bind the client. Hence, the appeal to the Supreme Court.

• Authority of Counsel: Petitioner submitted that its lawyers were authorized to execute and sign the certificate of non-forum shopping.
• Binding Effect: Petitioner raised whether the certification of its authorized lawyers would bind the corporation.
• Compliance with Circular: Petitioner raised whether the certification by its lawyers complied with the requirements on non-forum shopping.
• Board Authorization: Petitioner maintained that its counsel was the duly authorized representative by virtue of a Board Resolution, as shown by the Corporate Secretary’s Certificate.

• Authority of Corporate Counsel to Sign: Whether Supreme Court Revised Circular No. 28-91 allows a corporation to authorize its counsel to execute a certificate of non-forum shopping for and on its behalf.
• Binding Effect of Counsel’s Certification: Whether the certification of petitioner’s authorized lawyers binds the corporation.
• Compliance with Non-Forum Shopping Requirements: Whether the certification by petitioner corporation’s lawyers complies with the requirements on non-forum shopping.

• Authority of Corporate Counsel to Sign: Yes. Circular 28-91 does not prohibit a corporation from authorizing its counsel to sign; corporations act only through officers and duly authorized agents.
• Binding Effect of Counsel’s Certification: Yes. A board resolution specifically authorizing counsel to sign, execute and deliver the certificate is sufficient to vest authority to bind the corporation.
• Compliance with Non-Forum Shopping Requirements: Yes. A specifically authorized counsel with personal knowledge may sign; no circumvention of the circular’s rationale.

• Authority of Corporate Counsel to Sign: A corporation has no powers except those expressly conferred by the Corporation Code and those implied by or incidental to its existence. It exercises powers through its board of directors and/or duly authorized officers and agents. Physical acts, such as signing documents, can be performed only by natural persons duly authorized by corporate bylaws or by a specific act of the board. General agency principles govern corporate officers and agents. Here, the board resolution specifically authorized petitioner’s lawyers to act as agents in any action or proceeding before the Supreme Court, the Court of Appeals, or any other tribunal or agency, and to sign, execute and deliver necessary pleadings, motions, verification, affidavit of merit, certificate of non-forum shopping and other instruments. That resolution was sufficient and specific. While Circular 28-91 requires natural persons to sign the certificate themselves, that requirement cannot be imposed on artificial persons like corporations because they cannot personally do the task. The Circular does not require corporate officers to sign and does not prohibit authorizing agents to do so.

• Binding Effect of Counsel’s Certification: The board resolution was sufficient to vest the lawyers with authority to bind the corporation and was specific as to the acts they were empowered to do. The corporation exercised its appointing authority reasonably because its retained counsel knows the circumstances required in the certificate; regular officers, like its board chairman and president, may not even know the details required therein. Robern Development Corporation vs. Judge Jesus Quitain allowed an acting regional counsel of the National Power Corporation to sign the certificate because counsel was in the best position to verify the truthfulness and correctness of the allegations and to know if an action had already been filed and was pending with the courts.

• Compliance with Non-Forum Shopping Requirements: Circular 28-91 was prescribed to prohibit and penalize the evils of forum shopping. No circumvention of this rationale occurs if the certificate is signed by the corporation’s specifically authorized counsel who had personal knowledge of the matters required in the Circular. Bernardo vs. NLRC explained that a literal interpretation of the Circular should be avoided if doing so would subvert its very rationale. Technical rules of procedure should be used to promote, not frustrate, justice; while the swift unclogging of court dockets is a laudable objective, the granting of substantial justice is an even more urgent ideal.

• Corporate Acts Through Agents — A corporation has no powers except those expressly conferred by the Corporation Code and those implied by or incidental to its existence. It exercises powers through its board of directors and/or duly authorized officers and agents. Physical acts, like the signing of documents, can be performed only by natural persons duly authorized by corporate bylaws or by a specific act of the board of directors. The Court applied this rule to hold that BA Savings Bank’s board resolution validly authorized its lawyers to sign the certificate of non-forum shopping.
• Certificate of Non-Forum Shopping by Corporate Counsel — The certificate of non-forum shopping required by Supreme Court Circular 28-91 may be signed, for and on behalf of a corporation, by a specifically authorized lawyer who has personal knowledge of the facts required to be disclosed. The Circular does not require corporate officers to sign and does not prohibit authorizing agents to do so. The Court applied this doctrine to reverse the Court of Appeals’ dismissal of BA Savings Bank’s petition.
• Literal Interpretation of Procedural Rules — While the requirement as to the certificate of non-forum shopping is mandatory, the requirements must not be interpreted too literally if doing so would defeat the objective of preventing the undesirable practice of forum shopping. Technical rules of procedure should be used to promote, not frustrate, justice. The Court applied this principle to reject the Court of Appeals’ strict reading of Circular 28-91.
• Agency Principles for Corporations — General principles of agency govern corporate officers and agents; once appointed, they are subject to the same rules, liabilities and incapacities as agents of individuals and private persons. The Court applied this doctrine to hold that counsel’s authorized signing bound the corporation.

• "The certificate of non-forum shopping required by Supreme Court Circular 28-91 may be signed, for and on behalf of a corporation, by a specifically authorized lawyer who has personal knowledge of the facts required to be disclosed in such document. Unlike natural persons, corporations may perform physical actions only through properly delegated individuals; namely, its officers and/or agents." — This passage states the Court’s core ruling and the corporation-law rationale for allowing corporate counsel to sign the certificate.
• "In the case of natural persons, Circular 28-91 requires the parties themselves to sign the certificate of non-forum shopping. However, such requirement cannot be imposed on artificial persons, like corporations, for the simple reason that they cannot personally do the task themselves. As already stated, corporations act only through their officers and duly authorized agents." — This passage explains why the literal requirement for natural persons cannot be applied to corporate petitioners.
• "Circular 28-91 was prescribed by the Supreme Court to prohibit and penalize the evils of forum shopping. We see no circumvention of this rationale if the certificate was signed by the corporation’s specifically authorized counsel, who had personal knowledge of the matters required in the Circular." — This passage defines the rationale of the Circular and explains why counsel’s authorized signature does not defeat it.
• "Indeed, while the requirement as to certificate of non-forum shopping is mandatory, nonetheless the requirements must not be interpreted too literally and thus defeat the objective of preventing the undesirable practice of forum-shopping." — This passage, quoted from Bernardo vs. NLRC, is the Court’s controlling formulation against overly literal application of the non-forum shopping requirement.

• Robern Development Corporation vs. Judge Jesus Quitain, GR No. 135042, September 23, 1999 — The Court en banc allowed an acting regional counsel of the National Power Corporation to sign, among others, the certificate of non-forum shopping required by Circular 28-91; the counsel was in the best position to verify the truthfulness and correctness of the allegations and to know if an action had already been filed. This precedent supported allowing corporate counsel to sign.
• Bernardo vs. NLRC, 255 SCRA 108, 117, March 15, 1996 — Explained that a literal interpretation of the Circular should be avoided if doing so would subvert its very rationale; quoted for the rule that the non-forum shopping requirement, though mandatory, must not be interpreted too literally to defeat its objective.
• Yao Ka Sin Trading vs. Court of Appeals, 209 SCRA 763, June 15, 1992 — Cited for the rule that a corporation exercises its powers through its board of directors and/or duly authorized officers and agents, and that general agency principles govern corporate agents. Also cited with Citibank, N.A. vs. Chua, 220 SCRA 75, March 17, 1993.
• Cusi-Hernandez vs. Diaz, GR No. 140436, July 18, 2000 — Cited by the Court for the principle that technical rules of procedure should be used to promote, not frustrate, justice.

• Supreme Court Circular No. 28-91 / Revised Circular No. 28-91 — Requires every petitioner in a petition filed with the Supreme Court or Court of Appeals to certify under oath to the required non-forum shopping facts and undertakings. The Court interpreted it to allow a corporation to authorize its counsel to sign the certificate and held that such authorization does not circumvent the circular’s rationale.
• Rule 45, Rules of Court — Governs petitions for review on certiorari; BA Savings Bank invoked this Rule in appealing the Court of Appeals resolutions to the Supreme Court.
• Corporation Code — Cited generally for the rule that a corporation has no powers except those expressly conferred by the Code and those implied by or incidental to its existence, and that it exercises powers through its board of directors and/or duly authorized officers and agents.

Melo (Chairman), Vitug, Purisima, and Gonzaga-Reyes, JJ., concur.