A.

General Powers
 SPOUSES AFULUGENCIA vs. METROPOLITAN BANK AND TRUST CO.

FACTS:
 Vicente and Leticia Afulugencia, filed a Complaint for nullification of mortgage, foreclosure, auction sale,
certificate of sale, and other documents, with damages, against Metrobank and Emmanuel L. Ortega
(Ortega), Clerk of Court and Ex-officio Sheriff of the Malolos RTC, before the RTC of Malolos City.
 After the filing, petitioners filed a Motion for Issuance of Subpoena Duces Tecum Ad Testificandum to require
Metrobank's officers to appear and testify as the petitioners' initial witnesses during hearing for the
presentation of their evidence-in-chief, and to bring the documents relative to their loan, as well as those
covering the extrajudicial foreclosure and sale of petitioners' 200-square meter land in Meycauayan, Bulacan.
 Metrobank filed an Opposition arguing:
o that for lack of a proper notice of hearing, the Motion must be denied;
o that being a litigated motion, the failure of petitioners to set a date and time for the hearing renders
the Motion ineffective;
o that pursuant to Sections 1 and 6 of Rule 25 of the Rules, Metrobank's officers — who are considered
adverse parties — may not be compelled to appear and testify in court for the petitioners since they
were not initially served with written interrogatories;
o that petitioners have not shown the materiality and relevance of the documents sought to be
produced in court; and
o that petitioners were merely fishing for evidence.
 Petitioners submitted a Reply, stating:
o that the lack of a proper notice of hearing was cured by the filing of Metrobank's Opposition;
o that applying the principle of liberality, the defect may be ignored;
o that leave of court is not necessary for the taking of Metrobank's officers' depositions;
o that for their case, the issuance of a subpoena is not unreasonable and oppressive, but instead
favorable to Metrobank, since it will present the testimony of these officers just the same during the
presentation of its own evidence;
o that the documents sought to be produced are relevant and will prove whether petitioners have paid
their obligations to Metrobank in full, and will settle the issue relative to the validity or invalidity of the
foreclosure proceedings; and
o that the Rules do not prohibit a party from presenting the adverse party as its own witness.
 The trial court deny petitioners' Motion for Issuance of Subpoena Duces Tecum Ad Testificandum.

ISSUE:
 Whether or not the court of appeals committed reversible errors in requiring notice and hearing for a mere
motion for subpoena when such requirements apply only to deposition.

HELD:
 On the procedural issue, it is quite clear that Metrobank was notified of the Motion for Issuance of Subpoena
Duces Tecum Ad Testificandum; in fact, it filed a timely Opposition thereto. The technical defect of lack of
notice of hearing was thus cured by the filing of the Opposition.
 In civil cases, the procedure of calling the adverse party to the witness stand is not allowed, unless written
interrogatories are first served upon the latter. This is embodied in Section 6, Rule 25 of the Rules, which
provides —
o Sec. 6. Effect of failure to serve written interrogatories. — Unless thereafter allowed by the court for
good cause shown and to prevent a failure of justice, a party not served with written interrogatories
may not be compelled by the adverse party to give testimony in open court, or to give a deposition
pending appeal.
 One of the purposes of the above rule is to prevent fishing expeditions and needless delays; it is there to
maintain order and facilitate the conduct of trial.
o It will be presumed that a party who does not serve written interrogatories on the adverse party
beforehand will most likely be unable to elicit facts useful to its case if it later opts to call the adverse
party to the witness stand as its witness. Instead, the process could be treated as a fishing expedition
or an attempt at delaying the proceedings; it produces no significant result that a prior written
interrogatories might bring.
 Another reason for the rule is that by requiring prior written interrogatories, the court may limit the inquiry to
what is relevant, and thus prevent the calling party from straying or harassing the adverse party when it takes
the latter to the stand.
 Thus, the rule not only protects the adverse party from unwarranted surprises or harassment; it likewise
prevents the calling party from conducting a fishing expedition or bungling its own case.
  Using its own judgment and discretion, the court can hold its own in resolving a dispute, and need not bear
witness to the parties perpetrating unfair court practices such as fishing for evidence, badgering, or altogether
ruining their own cases. Ultimately, such unnecessary processes can only constitute a waste of the court's
precious time, if not pointless entertainment.
 In the present case, petitioners seek to call Metrobank's officers to the witness stand as their initial and main
witnesses, and to present documents in Metrobank's possession as part of their principal documentary
evidence.
 This is improper. Petitioners may not be allowed, at the incipient phase of the presentation of their evidence-
in-chief at that, to present Metrobank's officers — who are considered adverse parties as well, based on the
principle that corporations act only through their officers and duly authorized agents — as their main
witnesses; nor may they be allowed to gain access to Metrobank's documentary evidence for the purpose of
making it their own. This is tantamount to building their whole case from the evidence of their opponent.
 The burden of proof and evidence falls on petitioners, not on Metrobank; if petitioners cannot prove their claim
using their own evidence, then the adverse party Metrobank may not be pressured to hang itself from its own
defense.

 LIGAYA ESGUERRA, LOWELL ESGUERRA AND LIESELL ESGUERRA, vs. HOLCIM PHILIPPINES, INC.

FACTS:
 Esguerra filed with the RTC, Malolos, Bulacan an action to annul the Free Patent in the name of de Guzman.
 Esguerra claimed that he was the owner of Lot 3308-B, located at Matiktik, Norzagaray, Bulacan, with an
approximate area of 47,000 square meters.
 Esguerra learned that the said parcel of land was being offered for sale by de Guzman to Hi-Cement
Corporation (now named HOLCIM Philippines, Inc.).
 The former possessor of the land, Felisa Maningas, was issued Free Patent which was subsequently issued
in the name of de Guzman over said parcel of land located at Gidgid, Norzagaray, Bulacan with an area of
20.5631 hectares.
 Esguerra also demanded that the portion of his property, which has been encroached upon and included in
de Guzman’s Free Patent, be excluded. He later amended his complaint to implead Hi-Cement as a co-
defendant since the latter was hauling marble from the subject land. He also prayed that Hi-Cement be
ordered to desist from hauling marble, to account for the marble already hauled and to pay him.
 The RTC dismissed Esguerra’s complaint but on appeal, the CA reversed in the Decision.
 HOLCIM filed a motion for reconsideration. Dismissed.
 HOLCIM filed a Petition for Certiorari, the CA promulgated the now assailed decision finding merit in
HOLCIM’s petition.

ISSUE:
 The [CA] gravely erred in not dismissing [HOLCIM’S] petition for certiorari on [the] ground of lack of board
resolution authorizing the filing of the petition;

HELD:
 The general rule is that a corporation can only exercise its powers and transact its business through its board
of directors and through its officers and agents when authorized by a board resolution or its bylaws. The
power of a corporation to sue and be sued is exercised by the board of directors. The physical acts of the
corporation, like the signing of documents, can be performed only by natural persons duly authorized for the
purpose by corporate bylaws or by a specific act of the board. Absent the said board resolution, a petition
may not be given due course.
 In the case at bar, HOLCIM attached to its Petition for Certiorari before the CA a Secretary’s Certificate
authorizing Mr. Paul M. O’Callaghan (O’Callaghan), its Chief Operating Officer, to nominate, designate and
appoint the corporation’s authorized representative in court hearings and conferences and the signing of court
pleadings. It also attached the Special Power of Attorney signed by O’Callaghan, appointing Sycip Salazar
Hernandez & Gatmaitan and/or any of its lawyers to represent HOLCIM; and consequently, the Verification
and Certification of Non Forum Shopping signed by the authorized representative.
 To be sure, HOLCIM, in its Reply filed in the CA, attached another Secretary’s Certificate, designating and
confirming O’Callaghan’s power to authorize Sycip Salazar Hernandez & Gatmaitan and/or any of its lawyers
to file for and on behalf of HOLCIM, the pertinent civil and/or criminal actions pending before the RTC,
including any petition to be filed with the CA and/or the Supreme Court in connection with the Orders dated
December 1, 2005, December 20, 2005 and June 7, 2006.
  The foregoing convinces the Court that the CA did not err in admitting HOLCIM’s petition before it. HOLCIM
attached all the necessary documents for the filing of a petition for certiorari before the CA. Indeed, there was
no complete failure to attach a Certificate of Non-Forum Shopping.
 HOLCIM complied just the same when it attached the Secretary’s Certificate, thus proving that O’Callaghan
had the authority from the board of directors to appoint the counsel to represent them.
 The Court recognizes the compliance made by HOLCIM in good faith since after the petitioners pointed out
the said defect, HOLCIM submitted the Secretary’s Certificate, confirming the earlier Secretary’s Certificate.
 For the Court, the ruling in General Milling Corporation v. NLRC is applicable where the Court rendered a
decision in favor of the petitioner despite its failure to attach the Certification of Non-Forum Shopping. The
Court held that there was substantial compliance when it eventually submitted the required documents.
 Substantial justice dictates that technical and procedural rules must give way because a deviation from the
rigid enforcement of the rules will better serve the ends of justice.

 PNCC SKYWAY TRAFFIC MANAGEMENT AND SECURITY DIVISION WORKERS vs. PNCC SKYWAY
CORPORATION

FACTS:
 PNCC Skyway Corporation Traffic Management and Security Division Workers' Organization (PSTMSDWO)
is a labor union duly registered with the Department of Labor and Employment (DOLE).
 PNCC Skyway Corporation is a corporation duly organized and operating under and by virtue of the laws of
the Philippines.
 Petitioner and respondent entered into a Collective Bargaining Agreement (CBA) incorporating the terms and
conditions of their agreement which included vacation leave and expenses for security license provisions. It
is then provided in the CBA that respondent will be the one who will schedule the vacation and sick leaves of
the employees.
 In a Memorandum dated December 29, 2003, respondent's Head of the Traffic Management and Security
Department (TMSD) published the scheduled vacation leave of its TMSD personnel for the year 2004.
 Petitioner objected to the implementation of the said memorandum. It insisted that the individual members of
the union have the right to schedule their vacation leave. Petitioner also demanded that the expenses for the
required in-service training of its member security guards, as a requirement for the renewal of their license,
be shouldered by the respondent.
 Respondent did not accede to petitioner's demands and stood firm on its decision to schedule all the
vacation leave of petitioner's members.
 Due to the disagreement between the parties, petitioner elevated the matter to the DOLE-NCMB for
preventive mediation. For failure to settle the issue amicably, the parties agreed to submit the issue before
the voluntary arbitrator.
 The voluntary arbitrator issued a Decision declaring that:
o The scheduling of all vacation leaves shall be under the discretion of the union members entitled
thereto, and the management to convert them into cash all the leaves which the management
compelled them to use.
o To pay the expenses for the in-service-training of the company security guards, as a requirement for
renewal of licenses, shall not be their personal account but that of the company.
o All other claims are dismissed for lack of merit.
 Aggrieved, respondent filed a Petition for Certiorari with Prayer for Temporary Restraining Order and/or Writ
of Preliminary Injunction with the CA.
 CA rendered a Decision annulling and setting aside the decision and order of the voluntary arbitrator. The CA
ruled that since the provisions of the CBA were clear, the voluntary arbitrator has no authority to interpret the
same beyond what was expressly written.
 Petitioner then filed a Petition for Review in Certiorari assailing the decision of the Court of Appeals.
 Respondent assails the validity of the present petition contending that the petition was fatally defective due to
the lack of authority of its union president, Rene Soriano, to sign the certification and verification against
forum shopping on petitioner's behalf.
 It alleged that the authority of Rene Soriano to represent the union was only conferred on June 30, 2006 by
virtue of a board resolution, while the Petition for Review had long been filed on February 27, 2006. Thus,
Rene Soriano did not possess the required authority at the time the petition was filed.
 The petitioner countered that the Board Resolution merely reiterated the authority given to the union
president to represent the union, which was conferred as early as October 2005.
 ISSUE:
 Whether or not the union president has authority to sign the certification against forum shopping and the
verification of the petition.

HELD:
 He has authority to sign the certificate and verification. Rene Soriano has sufficient authority to sign the
verification and certification against forum shopping for the following reasons:
o First, the resolution dated June 30, 2006 was merely a reiteration of the authority given to the Union
President to file a case before this Court assailing the CBA violations committed by the management,
which was previously conferred during a meeting. Thus, it can be inferred that even prior to
the filing of the petition before, the president of the union was duly authorized to represent the union
and to file a case on its behalf.
o Second, being the president of the union, Rene Soriano is in a position to verify the truthfulness and
correctness of the allegations in the petition.
o Third, assuming that Mr. Soriano has no authority to file the petition, the passing on June 30, 2006 of
a Board Resolution authorizing him to represent the union is deemed a ratification of his prior
execution of the verification and certificate of non-forum shopping, thus curing any defects thereof.
 Ratification in agency is the adoption or confirmation by one person of an act performed on his behalf by
another without authority.
 The purpose of requiring verification is to secure an assurance that the allegations in the petition have been
made in good faith; or are true and correct, not merely speculative. This requirement is simply a condition
affecting the form of pleadings, and non-compliance therewith does not necessarily render it fatally defective.
 Truly, verification is only a formal, not a jurisdictional requirement.
 With respect to the certification of non-forum shopping, it has been held that the certification requirement is
rooted in the principle that a party-litigant shall not be allowed to pursue simultaneous remedies in different
fora, as this practice is detrimental to an orderly judicial procedure.
 However, this Court has relaxed, under justifiable circumstances, the rule requiring the submission of such
certification considering that, although it is obligatory, it is not jurisdictional. Not being jurisdictional, it can be
relaxed under the rule of substantial compliance.
 The following officials or employees of the company can sign the verification and certification without need of
a board resolution:
o the Chairperson of the Board of Directors,
o the President of a corporation,
o the General Manager or Acting General Manager,
o Personnel Officer, and
o an Employment Specialist in a labor case.
 While the above cases do not provide a complete listing of authorized signatories to the verification and
certification required by the rules, the determination of the sufficiency of the authority was done on a case to
case basis.
 The rationale applied in the foregoing cases is to justify the authority of corporate officers or representatives
of the corporation to sign the verification or certificate against forum shopping, being "in a position to verify
the truthfulness and correctness of the allegations in the petition."

 MID PASIG LAND DEVELOPMENT vs. TABLANTE

FACTS:
 Petitioner is the registered owner of a piece of land situated in Pasig City, bounded by Meralco Avenue,
Ortigas Avenue, Doña Julia Vargas Avenue, and Valle Verde Subdivision.
 December 6, 1999, petitioner, represented by its Chairman and President, Ronaldo
Salonga, and ECRM Enterprises, represented by its proprietor, Mario P. Tablante, executed an agreement
whereby the former would lease to the latter an area, approximately one (1) hectare, for a period of three (3)
months, to be used as the staging area for the Home and Garden Exhibition Fair.
 March 6, 2000, the date of the expiration of the Lease Agreement, Tablante assigned all his rights and
interests under the said agreement to respondents Laurie M. Litam and/or Rockland Construction Company,
Inc. (Rockland).
 Eventually respondent Tablante had executed a Contract of Lease with respondent MC Home Depot, Inc.
 Thereafter, respondent MC Home Depot, Inc. constructed improvements on the land and subdivided the area
into fifty-nine (59) commercial stalls, which it leased to various entities.
 Upon the expiration of the lease on March 6, 2000, petitioner demanded that respondents vacate the land.
 In order to forestall ejectment from the premises, respondent Rockland filed a case for Specific Performance
compelling petitioner to execute a new lease contract for another three (3) years, commencing in July 2000.
 Petitioner filed for unlawful detainer against herein respondents. Simultaneously, petitioner filed a
supplemental motion to dismiss the case filed in the RTC on the ground of litis pendentia. (DENIED)
 The trial court ruled that the issue did not involve material or physical possession, but rather, whether or not
ECRM had the right to exercise an option to renew its lease contract. The MTC stated that, considering that
this issue was incapable of pecuniary estimation, jurisdiction over the case was vested in the RTC.
 On appeal, the RTC, affirmed in toto.
 A petition for certiorari was consequently filed with the CA (DENIED)
o The certification of non-forum shopping was signed by a certain Mercelos as General Manager of
Mid-Pasig but the Corporate Secretary’s certificate or board resolution that Mercelos was authorized
to sign, was not attached.
o There was a lack of pertinent and necessary documents which are material portions of the record as
required by Section 2,
Rule 42 of the Rules of Civil Procedure

ISSUE:
 Whether or not the verification and certification against forum-shopping in the petition failed to attach the
Board Resolution showing the authority of the affiant

HELD:
 No, in Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue, the Court had occasion to
explain that:
o It must be borne in mind that Sec. 23, in relation to Sec. 25 of the Corporation Code, clearly
enunciates 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 board of directors.
 Thus, it is clear that an individual corporate officer cannot solely exercise any corporate power pertaining to
the corporation without authority from the board of directors.
 In Mactan-Cebu International Airport Authority v. CA, we recognized the authority of a general manager or
acting general manager to sign the verification and certificate against forum shopping; x x x.
 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:
o the Chairperson of the Board of Directors,
o the President of a corporation,
o the General Manager or Acting General Manager,
o Personnel Officer, and
o an Employment Specialist in a labor case.
 From the foregoing, it is thus clear that the failure to attach the Secretary’s Certificate, attesting to General
Manager Antonio Mereloss authority to sign the Verification and Certification of Non-Forum Shopping, should
not be considered fatal to the filing of the petition.

1. To Sue and be Sued.

 COSCO PHILIPPINES SHIPPING, INC., vs . KEMPER INSURANCE COMPANY,

FACTS:
 Kemper Insurance Company is a foreign insurance company based in Illinois, United States of
America (USA) with no license to engage in business in the Philippines, as it is not doing business in
the Philippines, except in isolated transactions;
 Petitioner is a domestic shipping company organized in accordance with Philippine laws.
 In 1998, respondent insured the shipment of imported frozen boneless beef, which was loaded at a
port in Brisbane, Australia, for shipment to Genosi, Inc. (the importer-consignee) in the Philippines.
 However, upon arrival at the Manila port, a portion of the shipment was rejected by Genosi, Inc. by
reason of spoilage arising from the alleged temperature fluctuations of petitioner's reefer containers.
 Genosi, Inc. filed a claim against both petitioner shipping company and respondent Kemper
Insurance Company. After investigation, evaluation, and adjustment of the claim, Genosi Inc.
(consignee-insured) was paid in the amount of $64,492.58.
 Consequently, Genosi, Inc., through its General Manager, Avelino S. Mangahas, Jr., executed a
Loss and Subrogation Receipt stating that Genosi, Inc. received from respondent the amount of
$64,492.58 as the full and final satisfaction compromise, and discharges respondent of all claims for
 losses and expenses sustained by the property insured; and, in consideration thereof, subrogates
Kemper Insurance to the claims of Genosi, Inc. to the extent of the said amount.
 Respondent then made demands upon petitioner (Cosco), but the latter failed and refused to pay the
said amount.
 Hence, respondent filed a Complaint for Insurance Loss and Damages against petitioner before the
trial court,
 In its Answer, petitioner insisted, among others, that respondent had no capacity to sue since it was
doing business in the Philippines without the required license; that the complaint has prescribed
and/or is barred by laches; that no timely claim was filed; that the loss or damage sustained by the
shipments, if any, was due to causes beyond the carrier's control and was due to the inherent nature
or insufficient packing of the shipments and/or fault of the consignee or the hired stevedores or
arrastre operator or the fault of persons whose acts or omissions cannot be the basis of liability of the
carrier; and that the subject shipment was discharged under required temperature and was complete,
sealed, and in good order condition.
 Petitioner filed a Motion to Dismiss, contending that the same was filed by one Atty. Rodolfo A. Lat,
who failed to show his authority to sue and sign the corresponding certification against forum
shopping.
o It argued that Atty. Lat's act of signing the certification against forum shopping was a
clear violation of Section 5, Rule 7 of the 1997 Rules of Court.
 RTC granted petitioner's Motion to Dismiss and dismissed the case without prejudice,
o ruling that it is mandatory that the certification must be executed by the petitioner himself,
and not by counsel. Since respondent's counsel did not have a Special Power of Attorney
(SPA) to act on its behalf.
 CA reversed and set aside the trial court's order.
o The CA ruled that the required certificate of non-forum shopping is mandatory and
that the same must be signed by the plaintiff or principal party concerned and not by
counsel; and in case of corporations, the physical act of signing may be performed in
behalf of the corporate entity by specifically authorized individuals.
o However, the CA pointed out that the factual circumstances of the case warranted the
liberal application of the rules and, as such, ordered the remand of the case to the trial
court for further proceedings.

ISSUE:
 Whether or not Atty. Lat was properly authorized by respondent Kemper Insurance to sign the
certification against forum shopping on its behalf?

HELD:
 We have consistently held that the certification against forum shopping must be signed by the
principal parties. If, for any reason, the principal party cannot sign the petition, the one signing on his
behalf must have been duly authorized. With respect to a corporation, the certification against forum
shopping may be signed for and on its behalf, by a specifically authorized lawyer who has personal
knowledge of the facts required to be disclosed in such document.
 A corporation has no power, except those expressly conferred on it by the Corporation Code and
those that are implied or incidental to its existence. In turn, a corporation exercises said powers
through its board of directors and/or its duly authorized officers and agents.
 Thus, it has been observed that the power of a corporation to sue and be sued in any court is lodged
with the board of directors that exercises its corporate powers. In turn, physical acts of the
corporation, like the signing of documents, can be performed only by natural persons duly authorized
for the purpose by corporate by-laws or by a specific act of the board of directors.
 In Philippine Airlines, Inc. v. Flight Attendants and Stewards Association of the Philippines (FASAP),
we ruled that only individuals vested with authority by a valid board resolution may sign the certificate
of non-forum shopping on behalf of a corporation. We also required proof of such authority to be
presented. The petition is subject to dismissal if a certification was submitted unaccompanied
by proof of the signatory's authority.
 In the present case, since respondent is a corporation, the certification must be executed by an
officer or member of the board of directors or by one who is duly authorized by a resolution of the
board of directors; otherwise, the complaint will have to be dismissed.
 The lack of certification against forum shopping is generally not curable by mere amendment of the
complaint, but shall be a cause for the dismissal of the case without prejudice.
  The same rule applies to certifications against forum shopping signed by a person on behalf of a
corporation which are unaccompanied by proof that said signatory is authorized to file the complaint
on behalf of the corporation.
 There is no proof that respondent, a private corporation, authorized Atty. Lat, through a board
resolution, to sign the verification and certification against forum shopping on its behalf.
 Accordingly, the certification against forum shopping appended to the complaint is fatally defective,
and warrants the dismissal of respondent's complaint for Insurance Loss and Damages against
petitioner.
 Contrary to the CA's finding, the Court finds that the circumstances of this case do not necessitate
the relaxation of the rules.
o There was no proof of authority submitted, even belatedly, to show subsequent
compliance with the requirement of the law.
o Neither was there a copy of the board resolution or secretary's certificate subsequently
submitted to the trial court that would attest to the fact that Atty. Lat was indeed
authorized to file said complaint and sign the verification and certification against forum
shopping, nor did respondent satisfactorily explain why it failed to comply with the rules.
 Thus, there exists no cogent reason for the relaxation of the rule on this matter. Obedience to the
requirements of procedural rules is needed if we are to expect fair results therefrom, and utter
disregard of the rules cannot justly be rationalized by harking on the policy of liberal construction.

B. Specific/Express Powers
C. Who Exercises Corporate Powers
D. Ultra Vires Acts