MID-PASIG LAND DEVELOPMENT CORPORATION vs. MARIO TABLANTE, doing business under the name and style ECRM ENTERPRISES, et al.
MID-PASIG LAND
DEVELOPMENT CORPORATION vs. MARIO TABLANTE, doing business under the
name and style ECRM ENTERPRISES; ROCKLAND CONSTRUCTION COMPANY; LAURIE LITAM;
and MC HOME DEPOT, INC.
G.R. No. 162924. February 4,
2010
FACTS:
Mid-Pasig
Land is the registered owner of a piece of land situated in Pasig City.
On December 6, 1999, Mid-Pasig
represented by its Chairman and President, Ronaldo Salonga, and ECRM
Enterprises, represented by its proprietor, Mario Tablante, executed an agreement
whereby the former would lease to the latter an area, approximately 1 hectare
of the aforesaid land, for a period of 3 months, to be used as the staging area
for the Home and Garden Exhibition Fair.
Mid-Pasig eventually
learned that Tablante had executed a Contract of Lease with MC Home Depot, Inc.
on November 26, 1999 over the same parcel of land. On March 6, 2000, the date
of the expiration of the Lease Agreement, Tablante assigned all his rights and
interests under the said agreement to Laurie Litam and/or Rockland Construction
Company, Inc. under a Deed of Assignment. On the same date, Mid-Pasig demanded
that respondents vacate the land.
Rockland filed a case
for SP with the RTC, compelling Mid-Pasig to execute a new lease contract for another
3 years. Consequently, Mid-Pasig filed a case for unlawful detainer against respondents
to the MTC.
In the case of UD, the
trial court held that it has no jurisdiction over the subject matter because it
is incapable of pecuniary estimation. On appeal, the RTC affirmed in
toto. The CA resolved to dismiss the petition on the ground that the
verification and certification against non-forum shopping was signed by a
certain Antonio A. Merelos as General Manager of the Mid-Pasig without
attaching therewith a Corporate Secretary's certificate or board resolution
that he is authorized to sign for and on behalf of the petitioner.
ISSUE:
Whether or not the
General Manager may sign the verification and CANFS on behalf of the corporation
even without Corp Sec's cert or board resolution
HELD:
YES. The General Manager
may sign the verification and CANFS on behalf of the corporation even without
Corp Sec's cert or board resolution.
In
Sec. 23, in relation to Sec. 25 of the Corporation Code, clearly provides that
all corporate powers are exercised, all business conducted, and all properties
controlled by the board of directors. A corporation has a separate and distinct
personality from its directors and officers and can only exercise its corporate
powers through the BOD. Thus, it is clear that an individual corporate officer
cannot solely exercise any corporate power pertaining to the corporation
without authority from the BOD.
HOWEVER,
it is recognized the authority of some corporate officers to 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.
