BDO Leasing & Finance, Inc. vs. Great Domestic Insurance Company of the Philippines, Inc.

A change in corporate name does not create a new corporation or affect its identity, property, rights, or liabilities; thus, board resolutions and special powers of attorney issued under the former name remain valid and binding. Additionally, an omission in the certification against forum shopping regarding a pending action is not fatal where that action involves different issues and would not constitute res judicata or litis pendentia. Finally, a petition for certiorari need not attach all pleadings but only those relevant and pertinent to establishing a prima facie case of grave abuse of discretion, and if the contents of a document are summarized in an attached judgment, the original need not be appended.

On November 27, 1998, Spouses Kiddy Lim Chao and Emily Rose Go Ko obtained loans from PCI Leasing and Finance, Inc. (later BDO Leasing & Finance, Inc.) evidenced by two promissory notes totaling P9,188,570.00, secured by a chattel mortgage over 40 motor vehicles. When the spouses defaulted starting August 1999, BDO filed a replevin action. The spouses posted a counter-bond issued by Great Domestic Insurance Company. The Regional Trial Court rendered judgment for BDO, which became final after unsuccessful appeals. When execution against the mortgaged properties failed, BDO sought to execute against the counter-bond, leading to the trial court's order limiting the insurer's liability to P5 million based on Section 20, Rule 57 of the Rules of Court.

• The Loan and Default: On November 27, 1998, respondents Spouses Kiddy Lim Chao and Emily Rose Go Ko obtained loans from petitioner evidenced by two promissory notes for ₱5,900,000.00 and ₱3,288,570.00, payable in 60 monthly amortizations with 22.5% interest per annum. As security, they executed a Chattel Mortgage covering 40 motor vehicles. Starting August 1999, the spouses failed to fully pay monthly amortizations, with the account balance reaching ₱10,565,165.70 as of January 2000.
• Replevin Action and Counter-Bond: On January 18, 2000, petitioner filed a Complaint for Recovery of Possession with application for writ of replevin before the Regional Trial Court of Cebu City, Branch 21 (Civil Case No. CEB-24769). On November 13, 2000, the court allowed issuance of the writ upon petitioner's posting of a ₱10,000,000.00 bond. On November 29, 2000, respondents posted a counter-replevin bond for the same amount issued by respondent Great Domestic Insurance Company.
• Trial and Finality: The Regional Trial Court declared respondents in default and on October 18, 2004, rendered judgment ordering respondents to deliver the properties or pay ₱10,565,165.70 plus attorney's fees. The Court of Appeals affirmed in CA-G.R. CV No. 00551 on December 21, 2006, and the Supreme Court denied the petition in G.R. No. 178005 on September 3, 2007, with finality of judgment entered on February 4, 2008.
• Execution and Counter-Bond Liability: On July 16, 2008, petitioner moved for execution. The writ issued on August 5, 2008 remained unsatisfied. Petitioner then moved to execute against the counter-bond on April 20, 2009. The Regional Trial Court initially granted execution but in an Order dated August 26, 2009, clarified that respondent Great Domestic's liability was limited to ₱5,000,000.00 pursuant to Section 20, Rule 57 (double the value of the property), excluding damages which were unproven. The court denied petitioner's Motion for Reconsideration on October 27, 2009.
• Certiorari Proceedings: On January 7, 2010, petitioner (still named PCI Leasing & Finance, Inc. in the pleading) filed a Petition for Certiorari with the Court of Appeals Special 18th Division (CA-G.R. SP No. 04753), assailing the trial court's limitation of liability. The Court of Appeals dismissed the petition in its Resolution dated February 10, 2011 for failure to disclose Civil Case No. CEB-24675 (a separate action for nullification of chattel mortgage), failure to attach vital pleadings, and lack of legal capacity due to the corporate name change from PCI Leasing to BDO Leasing (effected June 13, 2008) without new board resolutions. The Court of Appeals denied reconsideration on December 13, 2012.

• Forum Shopping: Petitioner maintained that the failure to disclose Civil Case No. CEB-24675 in the certification against forum shopping did not warrant dismissal because that case involved the validity of the chattel mortgage, whereas the certiorari petition concerned execution on the counter-bond; the issues were completely different and neither would constitute res judicata or litis pendentia as to the other.
• Corporate Name Change: Petitioner argued that the change from "PCI Leasing and Finance, Inc." to "BDO Leasing and Finance, Inc." did not affect its capacity to sue or the authority of its authorized signatory, Vicente C. Rallos, to file the certiorari petition; the corporation remained the same entity with identical property, rights, and liabilities.
• Attachment of Documents: Petitioner contended that the certiorari petition could not be dismissed for failure to attach the Complaint, writ of replevin, and writ of execution because Rule 65 does not specify these as mandatory attachments, and their contents were already summarized in the attached Decision of the Court of Appeals Special 20th Division in CA-G.R. CV No. 00551.

• Forum Shopping: Respondent Great Domestic countered that the failure to disclose the pending Civil Case No. CEB-24675 constituted a violation of Section 5, Rule 7 of the Rules of Court regarding certifications against forum shopping, warranting dismissal.
• Corporate Capacity: Respondents argued that because petitioner changed its name from PCI Leasing to BDO Leasing on June 13, 2008, the Board Resolution and Special Power of Attorney issued under the former name no longer had binding effect; petitioner should have filed under its new name with fresh authorizations to avoid confusion and fraud.
• Procedural Deficiency: Respondents maintained that the failure to attach the Complaint, writ of replevin, writ of execution, and other Regional Trial Court issuances violated Section 1, Rule 65 of the Rules of Court, preventing the court from determining the merits of the petition.

• Forum Shopping: Whether the failure to disclose Civil Case No. CEB-24675 in the certification against forum shopping warrants outright dismissal of the certiorari petition.
• Corporate Identity and Authority: Whether the change of corporate name from PCI Leasing to BDO Leasing affected the corporation's legal capacity to sue and the validity of the Board Resolution and Special Power of Attorney authorizing the filing of the petition.
• Attachment of Documents: Whether the failure to attach the Complaint, writ of replevin, and writ of execution to the certiorari petition justifies its outright dismissal.

• Forum Shopping: The omission was not fatal. Civil Case No. CEB-24675 involved the validity of the chattel mortgage, while the certiorari petition involved execution on the counter-bond; they involved completely different issues. Citing Bondagjy v. Artadi, an omission regarding an action that would not constitute res judicata or litis pendentia does not merit dismissal because the evils sought to be prevented by the certification are not present.
• Corporate Identity and Authority: The change of name did not create a new corporation. Citing Republic Planters Bank v. Court of Appeals, the corporation remains the same with the same property, rights, and liabilities; its character is unchanged. Therefore, the Board Resolution and Special Power of Attorney issued under the old name remained binding and effective, and the authorized signatory retained authority to file the petition.
• Attachment of Documents: The dismissal was improper. Citing Air Philippines Corp. v. Zamora, while petitions lacking essential pleadings may be dismissed, the rule is not absolute. Only documents relevant and pertinent to making out a prima facie case of grave abuse of discretion need be attached. The missing documents were not necessary to determine whether the Regional Trial Court committed grave abuse of discretion in limiting the counter-bond liability to ₱5,000,000.00 under Section 20, Rule 57. Moreover, their contents were already found in the attached Court of Appeals Special 20th Division Decision.

• Forum Shopping Certification — An omission in the certification against forum shopping regarding a pending action is not fatal to the petition if that action involves different issues and would not constitute res judicata or litis pendentia in the current case, as the evils sought to be prevented (multiplicity of suits and conflicting decisions) are not present.
• Effect of Corporate Name Change — A change in corporate name does not create a new corporation or successor; the corporation retains its identity, property, rights, and liabilities. Consequently, board resolutions, special powers of attorney, and other corporate authorizations issued under the former name remain valid and binding upon the corporation under its new name.
• Relevancy Test for Certiorari Attachments — Section 1, Rule 65 of the Rules of Court requires attachment only of pleadings and documents relevant and pertinent to the petition. The test of relevancy is whether the document will support the material allegations and make out a prima facie case of grave abuse of discretion. If the contents of a document are summarized in another attached document (e.g., a judgment), the original need not be appended.

• "an omission in the certificate of non-forum shopping about any event that would not constitute res judicata and litis pendencia is not fatal as to merit the dismissal and nullification of the entire proceedings, given that the evils sought to be prevented by the said certification are not present."
• "The corporation, upon such change in its name, is in no sense a new corporation, nor the successor of the original corporation. It is the same corporation with a different name, and its character is in no respect changed. A change in the corporate name does not make a new corporation, and whether effected by special act or under a general law, has no effect on the identity of the corporation, or on its property, rights, or liabilities."
• "not all pleadings and parts of case records are required to be attached to the petition. Only those which are relevant and pertinent must accompany it. The test of relevancy is whether the document in question will support the material allegations in the petition, whether said document will make out a prima facie case of grave abuse of discretion as to convince the court to give due course to the petition."

• Bondagjy v. Artadi, 583 Phil. 629 (2008) — Applied for the principle that omission in forum shopping certification is not fatal if no res judicata or litis pendentia.
• Republic Planters Bank v. Court of Appeals, 290-A Phil. 534 (1992) — Cited as controlling precedent that corporate name change does not affect corporate identity, rights, or liabilities.
• Air Philippines Corp. v. Zamora, 529 Phil. 718 (2006) — Followed for the test of relevancy regarding documents required to be attached to certiorari petitions.

• Section 5, Rule 7, Rules of Court — Governs the certification against forum shopping; requires disclosure of pending actions involving the same issues.
• Section 1, Rule 65, Rules of Court — Specifies that petitions for certiorari must be accompanied by copies of all pleadings and documents relevant and pertinent thereto.
• Section 20, Rule 57, Rules of Court — Provides that a counter-bond is set at double the value of the property, with the excess answering for claims for damages.

Carpio (Chairperson), Perlas-Bernabe, J. Reyes, Jr., Lazaro-Javier, JJ.