Mid-Pasig Land Development Corporation vs. Tablante

A corporate General Manager is authorized to sign the verification and certification against forum shopping without need of a board resolution, such officer being in a position to verify the truthfulness and correctness of the allegations in the petition.

Mid-Pasig Land Development Corporation leased a one-hectare property in Pasig City to ECRM Enterprises for three months. On the date of expiration, ECRM assigned its rights under the lease to Rockland Construction Company and Laurie Litam. ECRM had also previously executed a contract of lease with MC Home Depot, Inc. over the same property, prompting MC Home Depot to construct commercial stalls on the land. Upon the lease's expiration, Mid-Pasig demanded that the occupants vacate the premises. To forestall ejectment, Rockland filed a specific performance case in the Regional Trial Court to compel the execution of a new lease. Mid-Pasig subsequently filed an unlawful detainer case in the Municipal Trial Court and moved to dismiss the specific performance case on the ground of litis pendentia.

• The Lease and Assignment: On December 6, 1999, Mid-Pasig leased approximately one hectare of its property to ECRM Enterprises, represented by Mario Tablante, for three months to serve as a staging area for a fair. On March 6, 2000, the lease expiration date, Tablante assigned his rights and interests under the lease to Rockland Construction Company and Laurie Litam via a Deed of Assignment.
• The Sub-Lease and Possession: Mid-Pasig discovered that Tablante had executed a Contract of Lease with MC Home Depot, Inc. on November 26, 1999 over the same property. MC Home Depot constructed improvements, subdivided the area into 59 commercial stalls, and leased them to various entities.
• Demand to Vacate: Upon the expiration of the lease on March 6, 2000, Mid-Pasig demanded that the respondents vacate the land, culminating in a final demand letter dated December 20, 2000.
• Specific Performance vs. Unlawful Detainer: To forestall ejectment, Rockland filed a specific performance case on January 11, 2001, in the RTC to compel Mid-Pasig to execute a new three-year lease. Mid-Pasig filed an unlawful detainer case in the MTC on August 22, 2001, and moved to dismiss the RTC case based on litis pendentia.
• Lower Court Findings on Jurisdiction: The MTC dismissed the ejectment case, ruling that the core issue was the right to exercise an option to renew the lease, which is incapable of pecuniary estimation and thus outside its jurisdiction. The RTC affirmed the MTC decision in toto, adding that because the lease had allegedly been renewed before its expiration with Mid-Pasig's consent, the jurisdictional issue deserved scant consideration.
• CA Dismissal: Mid-Pasig elevated the case to the CA via certiorari. The CA dismissed the petition because the General Manager who signed the verification and certification against forum shopping lacked a secretary's certificate or board resolution proving his authority, and because pertinent documents were not attached.

• Authority to Sign: Petitioner argued that the CA erred in requiring a board resolution to authorize the General Manager to sign the verification and certification against forum shopping.
• Compliance with Procedural Requirements: Petitioner maintained that the CA erred in ruling that the petition lacked the pertinent and necessary documents required by the Rules.
• Merits of the Ejectment Case: Petitioner contended that the CA erred in effectively upholding the RTC decision, which erroneously found unilateral lease renewal, allowed respondents to occupy the property without a valid lease consented to by Mid-Pasig, and held Mid-Pasig liable for attorney's fees and costs.

• Authority to Sign: Respondents defended the CA's dismissal, maintaining that a corporate officer acting without a board resolution or secretary's certificate lacks the authority to sign the verification and certification against forum shopping on behalf of the corporation.
• Mootness of Possession: Respondent Rockland argued that the issue of possession had become moot and academic because it was no longer in possession of the property, possession having been awarded to Pasig Printing Corporation by the RTC in a separate proceeding. Respondent MC Home Depot asserted it was in rightful possession under a Memorandum of Agreement with Pasig Printing Corporation.

• Authority to Sign Verification: Whether a corporate General Manager may sign the verification and certification against forum shopping without a board resolution or secretary's certificate.
• Substantial Compliance: Whether the subsequent submission of the board resolution cures the initial lack of a secretary's certificate authorizing the signatory.
• Mootness: Whether the unlawful detainer case should be remanded to the CA for resolution on the merits given subsequent events rendering the issue of possession moot.

• Authority to Sign Verification: A corporate General Manager is authorized to sign the verification and certification against forum shopping without need of a board resolution. Jurisprudence recognizes that certain high-ranking corporate officers, by virtue of their position, are in a position to verify the truthfulness and correctness of the allegations in the petition, dispensing with the need for a board resolution.
• Substantial Compliance: The initial failure to attach the secretary's certificate was not fatal, considering that the requisite board resolution was subsequently submitted to the CA. Dismissal of the petition on purely technical grounds was unwarranted, as procedural rules are adopted to secure substantial justice, not override it.
• Mootness: Remand to the CA is unnecessary. The issue of possession was rendered moot and academic by the expiration of the respondents' claimed lease period in 2003 and the adjudication of possession to a third party, Pasig Printing Corporation, by the RTC in a separate proceeding. Because respondents no longer possess the property under the original lease, the main case must be closed and terminated.

• Authority of Corporate Officers to Sign Verification/Certification — The following officials or employees can sign the verification and certification against forum shopping 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 is that these individuals are in a position to verify the truthfulness and correctness of the allegations in the petition.
• Substantial Compliance — Dismissal of appeals on purely technical grounds is frowned upon, especially if it results in unfairness. Rules of procedure must not be applied in a rigid, technical sense, as they are intended to secure, not override, substantial justice. Courts must ensure that litigants are granted the amplest opportunity for the proper and just ventilation of their causes, free from the constraint of technicalities.

• "In sum, we have held 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 rules of procedure ought not to be applied in a very rigid, technical sense for they have been adopted to help secure, not override, substantial justice. For this reason, courts must proceed with caution so as not to deprive a party of statutory appeal; rather, they must ensure that all litigants are granted the amplest opportunity for the proper and just ventilation of their causes, free from the constraint of technicalities."

• Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue, G.R. No. 151413, February 13, 2008, 545 SCRA 10 — Followed. Cited for the principle that while corporate powers are generally exercised by the board of directors under the Corporation Code, jurisprudence recognizes exceptions allowing certain corporate officers to sign the verification and certification against forum shopping without a board resolution.
• Mactan-Cebu International Airport Authority v. CA — Followed. Cited as specific precedent recognizing the authority of a general manager or acting general manager to sign the verification and certificate against forum shopping.
• MCC Industrial Sales Corporation v. Ssangyong Corporation, G.R. No. 170633, October 17, 2007, 536 SCRA 408 — Followed. Cited for the doctrine that dismissal of an appeal on purely technical grounds is disfavored and that procedural rules should secure substantial justice.

• Section 23, in relation to Section 25, Corporation Code — Enunciates that all corporate powers are exercised, all business conducted, and all properties controlled by the board of directors, and that an individual corporate officer cannot solely exercise corporate powers without authority from the board. The Court acknowledged this rule but applied a jurisprudential exception for signing verification and certification against forum shopping.
• Section 2, Rule 42, Rules of Civil Procedure — Requires the submission of pertinent and necessary documents which are material portions of the record. The CA dismissed the petition partly for lack of these documents, which the Supreme Court deemed cured by subsequent substantial compliance.

Antonio T. Carpio, Renato C. Corona, Presbitero J. Velasco, Jr., and Diosdado M. Peralta.