E.B. Villarosa & Partner Co., Ltd. vs. Benito

The Court held that service of summons upon a branch manager at a branch office does not confer jurisdiction over a domestic corporation, as Section 11, Rule 14 of the 1997 Rules of Civil Procedure restricts service to specific corporate officers and mandates strict compliance.

Petitioner E.B. Villarosa & Partner Co., Ltd. and private respondent Imperial Development Corporation executed a Deed of Sale with Development Agreement, stipulating that venue for any dispute would be in Makati. Private respondent filed a complaint for breach of contract against petitioner in the RTC of Makati.

• The Contract and the Suit: Petitioner and private respondent entered into a Deed of Sale with Development Agreement for petitioner to develop private respondent's land in Cagayan de Oro into a low-cost housing subdivision, with a Makati venue stipulation. Private respondent sued petitioner for breach of contract in RTC Makati for failure to develop the property.
• Service of Summons: Summons was served not at petitioner's principal office in Davao City, but at its branch office in Cagayan de Oro, specifically received by Engr. Wendell Sabulbero, the branch manager.
• Motion to Dismiss: Petitioner filed a special appearance and motion to dismiss, arguing improper service because a branch manager is not among the officers enumerated in Section 11, Rule 14 of the 1997 Rules of Civil Procedure.
• Lower Court Ruling: The RTC denied the motion, holding that actual receipt by the branch manager constituted substantial compliance, thereby acquiring jurisdiction.

• Petitioner maintained that Section 11, Rule 14 of the 1997 Rules restricted and limited the persons upon whom summons may be served, applying the principle of expressio unius est exclusio alterius.
• Petitioner argued that the deletion of "agent," "manager," and "director" in the new rules signifies that service upon a branch manager is invalid.
• Petitioner contended that strict compliance is required and substantial compliance cannot substitute for the plain legal requirements.

• Respondent countered that the branch manager actually received the summons and brought home notice of the action to the corporation, satisfying the purpose of the rule.
• Respondent cited Kanlaon Construction and Gesulgon to support the validity of service on managers or agents.

• Procedural Issues: Whether the filing of a motion to dismiss assailing jurisdiction over the person, which was filed belatedly, constitutes voluntary appearance submitting to the court's jurisdiction.
• Substantive Issues: Whether the trial court acquired jurisdiction over the person of the petitioner upon service of summons on its branch manager at its branch office under Section 11, Rule 14 of the 1997 Rules of Civil Procedure.

• Procedural: The Court ruled that the filing of a motion to dismiss objecting to the court's jurisdiction over the person does not constitute voluntary appearance, even if belatedly filed. Under Section 20, Rule 14 of the 1997 Rules, the inclusion of other grounds in a motion to dismiss aside from lack of jurisdiction over the person shall not be deemed a voluntary appearance, abandoning the old doctrine.
• Substantive: The Court ruled that the trial court did not acquire jurisdiction over the petitioner. Section 11, Rule 14 of the 1997 Rules strictly limits service to the president, managing partner, general manager, corporate secretary, treasurer, or in-house counsel. The amendment deleted "manager," "cashier," "agent," and "director" to prevent absurd and illogical interpretations, particularly regarding the term "agent." Strict compliance with the rule is mandated; substantial compliance is insufficient. Service on a branch manager at a branch office, rather than the general manager at the principal office, is improper.

• Strict Compliance with Service of Summons on Corporations — The mode of service of summons on a domestic corporation must be strictly followed to confer jurisdiction. The officer upon whom service is made must be one named in the statute; otherwise, the service is insufficient. Substantial compliance cannot substitute for the plain legal requirements.
• Voluntary Appearance — Under Section 20, Rule 14 of the 1997 Rules, including other grounds aside from lack of jurisdiction over the person of the defendant in a motion to dismiss does not constitute voluntary appearance. A special appearance precisely objecting to jurisdiction cannot be deemed a submission to the court's jurisdiction.

• "The liberal construction rule cannot be invoked and utilized as a substitute for the plain legal requirements as to the manner in which summons should be served on a domestic corporation."
• "A strict compliance with the mode of service is necessary to confer jurisdiction of the court over a corporation. The officer upon whom service is made must be one who is named in the statute; otherwise the service is insufficient."

• Delta Motor Sales Corporation vs. Mangosing, 70 SCRA 598 (1976) — Followed. Held that strict compliance with the mode of service is necessary to confer jurisdiction over a corporation.
• La Naval Drug Corporation vs. Court of Appeals, 236 SCRA 78 (1994) — Followed. Abandoned the old doctrine that raising other grounds in a motion to dismiss constitutes voluntary appearance; basis for Section 20, Rule 14.
• First Integrated Bonding & Inc. Co., Inc. vs. Dizon, 125 SCRA 440 — Followed. Held that service of summons on the general manager of a branch office is improper; service should be made at the principal office.
• Kanlaon Construction Enterprises Co., Inc. vs. NLRC, 279 SCRA 337 (1997) — Distinguished. Validated service on a project manager as an agent under the old rule and NLRC rules, which is inapplicable under the 1997 Rules that deleted "agent."
• Gesulgon vs. NLRC, 219 SCRA 561 (1993) — Distinguished. Validated service on an assistant manager/clerk as an agent under the old rule, which is no longer authorized under the 1997 Rules.

• Section 11, Rule 14, 1997 Rules of Civil Procedure — Enumerates the specific officers upon whom summons may be served for a domestic corporation/partnership (president, managing partner, general manager, corporate secretary, treasurer, or in-house counsel). The Court applied this provision strictly, emphasizing the deletion of "agent" and "manager" to rule that service on a branch manager is invalid.
• Section 13, Rule 14, Old Rules of Court — Formerly allowed service on the president, manager, secretary, cashier, agent, or any director. The Court noted the amendment restricted this list to prevent broad interpretations, especially of the term "agent."
• Section 20, Rule 14, 1997 Rules of Civil Procedure — Provides that the inclusion in a motion to dismiss of other grounds aside from lack of jurisdiction over the person of the defendant shall not be deemed a voluntary appearance. The Court applied this to hold that petitioner's motion to dismiss did not submit it to the court's jurisdiction.

Melo, Vitug, Panganiban, and Purisima, JJ.