Expertravel & Tours v.

CA and Korean Airlines

G.R. No. 152392, May 26, 2005; Callejo, Sr.;
Paola Vargas
Petition for review on Certiorari of the Decision of the CA (dismissing petition for certiorari and
mandamus filed by Expertravel)
Facts:
1. Complaint (Sept. 6, 1999) Korean Airlines (KAL) a corporation established and registered in
the Republic of South Korea, through its appointed counsel in the Philippines, Atty. Mario Aguinaldo,
filed a complaint against Expertravel & Tours Inc. (ETI) for collection of sum of money plus attorneys
fees and damages.
2. Motion to Dismiss ETI filed a MTD on ground that Atty. Aguinaldo was not authorized to execute
the verification and certificate of non-forum shopping (CNFS) as required by Rule 7, Sec 5 of
the ROC.
3. Opposition to the Motion KAL opposed the motion and stated that Atty. Aguinaldo was its
resident agent in the Philippines and registered as such with the SEC as required by the Corporation
Code. Atty. Aguinaldo was likewise claimed to be KALs corporate secretary (but the ID of Aguinaldo
that they appended to the Opposition showed he was the lawyer of KAL.)
4. Hearing (on the MTD) (Jan. 28, 2000) Atty. Aguinaldo claimed he was authorized to file the
complaint through a board resolution approved during a special meeting held on June 25, 1999.

He filed a motion asking the court for 10 days to allow him to submit a copy of said
resolutions. This motion, along with 2 extensions, was granted by the Court.

Mar. 6, 2000: Instead of the board resolution, KAL submitted an Affidavit of even date,
executed by its General Manager Suk Kyoo Kim alleging that there was a special
teleconference on June 25, 1999, which he and Aguinaldo attended. In said
teleconference he alleged that the board of directors approved a resolution authorizing
Aguinaldo to execute a CNFS and file the complaint
o

It was however stated in the affidavit that KAL had no written copy of said
resolution.

5. RTC Order denied MTD, believing the claims of KAL that a teleconference was held, and that the
board resolution authorizing Aguinaldo was approved.

ETI filed an MR RTC cant take judicial notice of said teleconference without prior
hearing. RTC denied MR.

6. Petition for Certiorari and Mandamus ETI filed a petition with the CA assailing RTCs orders.
7. Comment to Petition In its comment, KAL appended a certificate dated Jan. 10, 2000 (Signed
by Aguinaldo 1999; Notarized 2000), signed by Atty. Aguinaldo, acting as KALs corporate secretary
certifying that a special meeting of the Board of Directors was held on June 25, 1999 where they
authorized Atty. Aguinaldo to take whatever legal action necessary to effect the collection of the
unpaid account of ETI, and to sign and execute any document or paper necessary to filing and
prosecution of said claim.
8. CA dismissed petition Aguinaldo was duly authorized in a board resolution. KAL sufficiently
complied with ROC.

9.Present Petition for Review on Certiorari to SC

Issue: WON the lower courts were correct in considering the affidavit of KALs general
manager, as well as the Secretarys Certification, as proof of compliance with Rule 7, Sec
5 NO.
WON RTC can take judicial notice of said teleconference YES, There is a possibility that Atty.
Aguinaldo indeed participated in a teleconference with the board of directors (who were in South
Korea) BUT Court is not convinced that one was actually taken.
Held: Petition granted. Decision of CA is reversed and set aside. RTC ordered to dismiss, without
prejudice, the complaint of KAL.
Ratio:
1. The requirement to file CNFS is mandatory and the certification is a peculiar and personal
responsibility of the party.
It must be accomplished by the party himself because he has actual knowledge of whether or not he
has initiated similar actions or proceedings in different courts or tribunals, facts which even his
counsel may be unaware of.
For corporations, the CNFS may be executed by a natural person duly authorized for the purpose
(either by corporate by laws or specific act of the board of directors), including its retained counsel,
who has personal knowledge of the facts required to be established by the documents. However, if
the authority of a partys counsel to execute a CNFS is disputed by the adverse party, the former is
required to show proof of such authority or representation.
2. The Court does not believe KALs claim that Atty. Aguinaldo was specifically authorized to file the
complaint and execute the CNFS. (Or that there was a teleconference that was conducted in the first
place)
On the hearing of the MTD, Atty. Aguinaldo made it appear that there was a board resolution
authorizing him to execute the CNFS. Said board resolution was purportedly approved during a Board
of Directors teleconference which he and the General Manager attended.
The RTC took judicial notice that because of modern technology, person in one location may confer
with other persons in other locations. Based on this premise, it concluded that the General Manager
and Atty. Aguinaldo had a teleconference with the directors. CA likewise believed in the existence of
said teleconference.
(EVIDENCE TOPIC) Generally speaking, matters of judicial notice have three material requisites:
1) Matter must be one of common and general knowledge;
2) It must be well and authoritatively settled and not doubtful or uncertain; and
3) It must be known to be within the limits of the jurisdiction of the court.
Principal guide in determining what facts may be assumed to be judicially known is that of notoriety
(Judicial notice is limited to facts evidenced by public records and facts of general notoriety.)

Things of common knowledge of which courts may take judicial notice of are matters coming to the
knowledge of men generally in the course of the ordinary experiences of life, may be matters which
are generally accepted by mankind as true and are capable of ready and unquestioned
demonstration. Facts which are universally known and which may be found in encyclopedias,
dictionaries and other publications, are judicially noticed, provided that are of universal notoriety and
generally understood that they may be regarded as forming part of the common knowledge of every
person.
A court cannot, however, take judicial notice of any fact which, in part, is dependent on the existence
or non-existence of a fact of which the court has no constructive knowledge.

In this age, courts may take judicial notice that business transactions may be made
by individuals through teleconferencing. In the Philippines, teleconferencing and
videoconferencing of members of board of directors of private corporations is a
reality, in light of RA 8792 (E-Commerce Act.) The SEC also has a memorandum circular
providing guidelines for such conferences. SC therefore agrees with RTC that people in the
PH may have a teleconference with a group of persons in South Korea relating to
business transactions of corporations.

BUT, even given the possibility that Atty Aguinaldo and the general manager participated
in a teleconference, the Court is not convinced that one was conducted or if there had
been one, that a board resolution was passed authorizing Aguinaldo to file the
complaint and execute the CNFS.

No allegation of authority in the CNFS - The verification and CNFS in KALs complaint was signed by
Atty. Aguinaldo. In the CNFS he alleged that he was the resident agent and legal counsel of KAL, and
that he has complied with the undertakings prescribed in Sec. 5. However, there was no allegation in
the CNFS that he had been authorized to execute said CNFS by KALs Board of Directors. There was
no board resolution either that was appended or incorporated in the CNFS.
KAL failed to establish its claim that Atty. Aguinaldo was its resident agent. Likewise, a resident agent
has no authority to execute CNFS under law - KAL claims that Atty. Aguinaldo was its resident agent.
However, it failed to establish said claim. Even the ID of Aguinaldo appended to its pleading showed
that Atty. Aguinaldo was its company lawyer.
However under the law, a resident agents authority is only to receive, for and in behalf of a foreign
corporation, services and other legal processes and all actions and proceedings against said
corporation. It does not authorize him to execute a CNFS because a resident agent may not be aware
of actions initiated by the principal.
Board Resolution allegedly authorizing Atty. Aguinaldo does not exist It was only during the hearing
that the teleconference was first announced by Atty. Aguinaldo. Despite the time given him by the
court to produce the resolution, months after the hearing they only submitted the general managers
affidavit regarding their attendance on the teleconference and the alleged board resolution. BUT in
this said affidavit, the general manager declared that KAL does not keep a written copy of the
Resolution because no records of board resolutions approved during the teleconference
were kept. This belies Aguinaldos claim in its motion for extension of time to submit the
resolution that the resolution was in custody of its main office in Korea.
The allegation of the teleconference is incredible, given the additional fact that it was not alleged in
the complaint. If indeed it was approved on June 25, `99 (a few months before the filing of complaint
on Sept. 6), KAL should have incorporated it in their complaint or at least appended a copy of it.

Likewise damning is the Secretarys Certificate signed by Aguinaldo as early as January 10, 1999
alleging that the board of directors held a teleconference on June 25, 1999. The certificate was not
appended to the complaint. Aguinaldo also did not explain why it was signed as early as Jan. 1999,
and yet notarized a year later (on January 2000)
Court therefore is inclined to believe that no such teleconference happened and that it was a
concoction foisted on the courts to avoid dismissal of their complaint.