Dole Philippines, Inc. vs. Quilala

Service of summons on a domestic corporation must be made strictly upon the officers enumerated in Section 11, Rule 14 of the Rules of Court — president, managing partner, general manager, corporate secretary, treasurer, or in-house counsel — and service on any other person is void. Nonetheless, a defendant’s voluntary appearance in the action, including the filing of a motion for additional time to answer that acknowledges receipt of summons and seeks affirmative relief, cures any defect in the service of summons and vests the court with jurisdiction over its person.

All Season Farm Corporation filed a complaint for recovery of a sum of money, accounting, and damages against Dole Philippines, Inc. (Tropifresh Division) and several of its officers before the Regional Trial Court of Makati City. Dole moved to dismiss on multiple grounds, including lack of jurisdiction over its person due to improper service of summons. The alias summons had been served on a legal assistant of a distinct service company, not on any of the corporate officers specified in the Rules of Court. The central procedural dispute became whether the defect was cured by Dole’s subsequent voluntary appearance before the trial court.

• The Complaint and Service of Summons: All Season Farm Corporation filed a complaint for recovery of a sum of money, accounting, and damages against Dole Philippines, Inc. (Tropifresh Division) and several of its officers. An alias summons was served on 23 April 2003. It was received by Marifa Dela Cruz, a legal assistant employed by Dole Pacific General Services, Ltd., a juridical entity separate and distinct from petitioner Dole Philippines, Inc. The receiving copy of the alias summons bore no indication that Dela Cruz was authorized to receive court processes on behalf of Dole’s president, despite a notation in the Officer’s Return that service was made upon the instruction of the president.

• Motion to Dismiss and the Orders Below: On 20 May 2003, Dole filed a motion to dismiss the complaint, raising four grounds: (a) the RTC lacked jurisdiction over the person of Dole due to improper service of summons; (b) the complaint failed to state a cause of action; (c) All Season was not the real party in interest; and (d) Dole’s officers could not be sued in their personal capacities for acts performed in their official capacity. The trial court denied the motion, and Dole’s partial reconsideration raising the same issues was likewise denied.

• Dole’s Entry of Appearance with Motion for Time: On 5 May 2003, prior to the resolution of its motion to dismiss, Dole filed an “Entry of Appearance with Motion for Time.” In that pleading, Dole acknowledged receipt of the alias summons and prayed for an extension of time to file a responsive pleading. The appearance was not conditional or prefaced as a special appearance to contest jurisdiction; it expressly invoked the trial court’s authority to grant affirmative relief.

• Proceedings in the Court of Appeals: Dole sought certiorari in the Court of Appeals, contending that the alias summons was not properly served. The appellate court ruled that the service was valid because Dole’s president had knowledge of it and that, in contemporary corporate practice, documents addressed to corporate officers are received on their behalf by staff members.

• Strict Compliance with Section 11, Rule 14: Petitioner maintained that the alias summons was served on Marifa Dela Cruz, who is neither an employee of Dole Philippines, Inc. nor one of the officers specifically enumerated in Section 11, Rule 14 of the 1997 Rules of Civil Procedure. Petitioner argued that the list of authorized recipients is exclusive under the principle of expressio unius est exclusio alterius, and service on any other person is void, depriving the trial court of jurisdiction over the corporate defendant.

• Separate Juridical Entity: Petitioner emphasized that Dela Cruz was employed by Dole Pacific General Services, Ltd., an entity distinct from petitioner. Even if she had been an employee of Dole Philippines, she still would not qualify as an officer authorized to receive summons under Section 11.

• Presidential Instruction and Receipt: Respondent All Season contended that the trial court acquired jurisdiction because Marifa Dela Cruz received the alias summons upon the instruction of petitioner’s president, as indicated in the Officer’s Return. Respondent argued this constituted substantial compliance with the rule on service of summons upon a domestic corporation.

• Voluntary Appearance: Respondent further argued that petitioner expressly admitted receipt of the alias summons in its Entry of Appearance with Motion for Time filed on 5 May 2003, thereby voluntarily submitting to the court’s jurisdiction and curing any prior defect in the service of summons.

• Service of Summons on Domestic Corporation: Whether the alias summons was validly served on petitioner through Marifa Dela Cruz, a legal assistant employed by a separate entity and not one of the officers enumerated under Section 11, Rule 14 of the 1997 Rules of Civil Procedure.

• Voluntary Appearance: Whether petitioner’s filing of an Entry of Appearance with Motion for Time — which acknowledged receipt of the alias summons and prayed for additional time to file a responsive pleading — operated as a voluntary appearance equivalent to service of summons under Section 20, Rule 14, thereby vesting the trial court with jurisdiction over petitioner’s person.

• Service of Summons on Domestic Corporation: The service of summons was invalid. Section 11, Rule 14 of the 1997 Rules of Civil Procedure sets out an exclusive list of persons upon whom summons may be served when the defendant is a domestic corporation: the president, managing partner, general manager, corporate secretary, treasurer, or in-house counsel. Applying the rule of expressio unius est exclusio alterius, service on any other person is void. Marifa Dela Cruz, a legal assistant employed by a separate entity, fell outside that enumeration. The Officer’s Return’s reference to the president’s instruction did not appear on the receiving copy Dela Cruz signed, and no evidence established that she was authorized to receive court processes on the president’s behalf. Accordingly, the trial court did not acquire jurisdiction over Dole’s person by means of that service.

• Voluntary Appearance: Despite the defective service, petitioner’s subsequent Entry of Appearance with Motion for Time constituted a voluntary appearance that cured the jurisdictional defect. Section 20 of Rule 14 provides that a defendant’s voluntary appearance in the action is equivalent to service of summons. The pleading filed on 5 May 2003 acknowledged receipt of the alias summons and sought additional time to file a responsive pleading. It was not a conditional appearance entered to contest the regularity of service; rather, it was a submission to the court’s jurisdiction in exchange for affirmative relief. By invoking the RTC’s power to grant an extension, Dole voluntarily submitted to its jurisdiction and was estopped from later challenging personal jurisdiction on the basis of improper service of summons.

• Exclusive enumeration for service on domestic corporations — Service of summons on a private domestic juridical entity is limited and exclusive to the persons listed in Section 11, Rule 14 of the 1997 Rules of Civil Procedure: president, managing partner, general manager, corporate secretary, treasurer, or in-house counsel. The rule is reinforced by the statutory construction principle of expressio unius est exclusio alterius, meaning the express mention of specific officers excludes all others. Service on any other person is void and does not vest the court with jurisdiction over the corporate defendant.

• Voluntary appearance as equivalent to service — Under Section 20, Rule 14 of the same Rules, a defendant’s voluntary appearance in the action is equivalent to personal service of summons. The filing of motions seeking affirmative relief — such as a motion for additional time to file an answer, to admit an answer, for reconsideration of a default judgment, or to lift an order of default — constitutes voluntary submission to the jurisdiction of the court. Such an appearance cures any defect in the service of summons and estops the defendant from later questioning personal jurisdiction on that ground.

• “Well-settled is the rule that service of summons on a domestic corporation is restricted, limited and exclusive to the persons enumerated in Section 11, Rule 14 of the 1997 Rules of Civil Procedure, following the rule in statutory construction that expressio unios est exclusio alterius.” This passage anchors the strict interpretation of who may receive summons for a corporation, forming the basis for declaring the initial service invalid.

• “the filing of motions seeking affirmative relief, such as, to admit answer, for additional time to file answer, for reconsideration of a default judgment, and to lift order of default with motion for reconsideration, are considered voluntary submission to the jurisdiction of the court.” This formulation clarifies the scope of acts that constitute voluntary appearance and thereby confer jurisdiction over the person of the defendant regardless of anterior defects in service.

• Mason v. Court of Appeals, G.R. No. 144662, 13 October 2003, 413 SCRA 303 — Cited as the doctrinal source for the rule that service of summons on a domestic corporation is strictly limited to the officers enumerated in Section 11, Rule 14, and that the rule of expressio unius est exclusio alterius applies. The Court relied on this precedent to hold that service on Marifa Dela Cruz was ineffective.

• Hongkong and Shanghai Banking Corporation Limited v. Catalan, G.R. Nos. 159590‑91, 18 October 2004, 440 SCRA 498 — Cited for the principle that filing motions seeking affirmative relief constitutes voluntary submission to the court’s jurisdiction and for the estoppel that results from such voluntary appearance. The Court quoted this case to support the conclusion that Dole’s Entry of Appearance with Motion for Time cured the defect in the service of summons.

• Section 11, Rule 14, 1997 Rules of Civil Procedure — Sets forth the exclusive list of persons upon whom summons may be served for domestic private juridical entities. The Court applied this provision strictly, finding that service on a legal assistant not among the enumerated officers was void.

• Section 20, Rule 14, 1997 Rules of Civil Procedure — Declares that voluntary appearance of the defendant is equivalent to service of summons. The provision was applied to treat Dole’s Entry of Appearance with Motion for Time — which acknowledged receipt of summons and sought additional time to answer — as a voluntary submission that vested the trial court with jurisdiction over the corporate defendant.

Associate Justices Conchita Carpio Morales, Dante O. Tinga, Presbitero J. Velasco, Jr., and Arturo D. Brion concurred.