# #7 | Corp and Basic Sec Law (March 24, 2026) MUC https://www.youtube.com/watch?v=TAAVU0yxqGc Translation: en [00:00] Hello. Hello. [00:00] Good evening. Good evening. [00:04] Good evening. Good evening. [00:04] Can you hear me? Can you hear me? [00:06] Good evening. Good evening. [00:06] Can you hear me? Can you hear me? [00:06] Hello, attorney. Hello, attorney. [00:06] Good evening. Good evening. [00:07] Hello, attorney. Hello, attorney. [00:07] Good evening. Good evening. [00:07] Good evening, Attorney. Good evening, Attorney. [00:09] evening, Attorney. evening, Attorney. [00:09] Hello. Hello. [00:09] Okay. Okay. [00:09] So, um thank you. So, um thank you. [00:09] Um let's Um let's [00:14] Hello. Hello. [00:14] Okay. Okay. [00:14] So, um thank you. So, um thank you. [00:14] Um let's just uh jump off immediately from our Um let's just uh jump off immediately from our [00:16] just uh jump off immediately from our previous discussion on um the powers of just uh jump off immediately from our previous discussion on um the powers of [00:20] previous discussion on um the powers of a corporation. previous discussion on um the powers of a corporation. [00:23] Um and most of the cases that weve discussed on were related to the power Um and most of the cases that weve discussed on were related to the power [00:27] discussed on were related to the power of the power of a corporation to sue and discussed on were related to the power of the power of a corporation to sue and [00:32] of the power of a corporation to sue and be sued. of the power of a corporation to sue and be sued. [00:34] And you've noticed in almost all cases um it's very important that And you've noticed in almost all cases um it's very important that [00:37] all cases um it's very important that the authorized representative of the all cases um it's very important that the authorized representative of the [00:41] the authorized representative of the corporation the authorized representative of the corporation [00:45] corporation is the one who is signing the corporation is the one who is signing the [00:47] is the one who is signing the certification against forum shopping and is the one who is signing the certification against forum shopping and [00:49] certification against forum shopping and verification. certification against forum shopping and verification. [00:52] verification. verification. [00:54] Reason for this is that um Reason for this is that um [00:58] Reason for this is that um a corporation is not readily is since Reason for this is that um a corporation is not readily is since [01:02] A corporation is not readily is since it's an artificial being it needs a natural person an individual to sign for in behalf of the corporation. Bir şirket, yapay bir varlık olduğu için doğal olarak kolayca hareket edemez, bu nedenle şirketin adına imza atacak bir gerçek kişi, bir bireye ihtiyaç duyar. [01:11] And we've discussed that all corporate acts are performed through the board of directors. Ve tüm kurumsal eylemlerin yönetim kurulu aracılığıyla gerçekleştirildiğini tartıştık. [01:18] But since the board of directors, since it's a group or an aggregation, it needs a specific individual to sign the um verification and certification. Ancak yönetim kurulu, bir grup veya topluluk olduğu için, um doğrulama ve sertifikayı imzalamak üzere belirli bir bireye ihtiyaç duyar. [01:34] Against for shopping and ordinarily those individual as we mentioned in the rules of court you have president can sign the same. Alışverişe karşı ve olağan şekilde, mahkeme kurallarında bahsettiğimiz gibi, başkan aynı şeyi imzalayabilir. [01:45] The inhouse council can sign the same. Şirket içi avukat aynı şeyi imzalayabilir. [01:49] The vice president can sign the same. Başkan yardımcısı aynı şeyi imzalayabilir. [01:51] The vice president can sign the. Başkan yardımcısı imzalayabilir. [01:53] But if you're an external council, you must be duly authorized. Ancak dışarıdan bir avukatsanız, usulüne uygun olarak yetkilendirilmiş olmanız gerekir. [01:57] You must be duly authorized. Usulüne uygun olarak yetkilendirilmiş olmanız gerekir. [02:03] You must be duly authorized through an execution of by the board of directors of an uh an SPA. [02:13] Directors of an uh an SPA. [02:13] Now if you're simply an inhouse council there is jurisprudence to such effect that allows the inhouse council to sign the verification and certification against for shopping. [02:28] Against for shopping. [02:28] So there is um there are various cases regarding that but as I've highlighted this is not good practice. [02:40] This is not good practice. [02:40] Okay. [02:42] The best practice is even if you're an inhouse council and you're appearing for and in behalf of the corporation, you must still appear before the court with a duly executed SPA. [03:00] With a duly executed SPA. [03:00] Okay. [03:03] So that's clear. [03:03] Um [03:05] Um so where so where uh what was the last case that we've um discussed? Um yani nerede yani nerede uh tartıştığımız son dava neydi? [03:17] Was it Metro Drug? Metro Drug mıydı? [03:19] Was it Metro Drug? Metro Drug mıydı? [03:21] Philippine Rabbit Attorney Philippine Rabbit Avukatı [03:21] Philippine Rabbit. Philippine Rabbit. [03:24] Philippine Rabbit. Philippine Rabbit. [03:24] Let's proceed with the cases so we're able to complete uh the the assign readings. Okay. Davalara devam edelim, böylece atanan okumaları tamamlayabilelim. Tamam. [03:33] Who was the last student called? Son çağrılan öğrenci kimdi? [03:39] Invite niya laenya attorney. Davet et onu avukat. [03:42] Okay. Um so we proceed with de los Santos. Tamam. Um yani de los Santos ile devam ediyoruz. [03:47] The case of metro drug. Metro drug davası. [03:50] Miss de los Santos drop the subject button. Bayan de los Santos konu düğmesini bıraktı. [03:57] Okay. Tamam. [04:04] De Kimia, De Kimia, [04:07] De Kimia, good evening, attorney. [04:10] Good evening, attorney. Okay. The facts of the case um metro drug distribution versus Narciso. [04:16] The facts of the case are uh Cor here f illegal dismissal complaint against the petitioners Metro Drug and uh Marsman company incorporated. [04:26] So while the labor arbiter dismissed the complaint for lack of merit, the National Labor Relations here uh affirmed the dismissal but modified the decision by awarding separation pay to the respondent Narciso. [04:40] So after their moion for reconsideration here was denied by the NLRC, the petitioners filed a petition for surgerary before the court of appeals. [04:49] However, the CA dismissed the petition outright. [04:54] So one of the primary grounds for this missile was that the certification against a form shopping uh requirement under the rules of court uh was executed and signed by the corporation's vice president for finance and human sources without any um [05:09] and human sources without any um accompanying evidence to prove that she ve bunu kanıtlayacak herhangi bir eşlik eden kanıt olmadan insan kaynaklarından [05:12] accompanying evidence to prove that she had the authority from the board of kanıtlayacak eşlik eden kanıt, yönetim kurulundan yetkisi olduğuna dair [05:14] had the authority from the board of directors to represent the petitioner yönetim kurulu üyelerinden davacıyı temsil etme yetkisine sahipti [05:16] directors to represent the petitioner corporation. yöneticiler davacı şirketi temsil etmek için. [05:20] corporation. So the argument of the petitioner here is that uh they move for şirket. Bu nedenle, davacının buradaki argümanı, uh, onlar için hareket ettikleridir [05:22] petitioner here is that uh they move for consideration arguing that the lack of buradaki davacı, uh, eksikliği savunarak değerlendirme için hareket ettikleridir [05:24] consideration arguing that the lack of written authority from the board of değerlendirme, yönetim kurulundan yazılı yetki eksikliğini savunarak [05:26] written authority from the board of directors does not render the yönetim kurulundan yazılı yetki, yönetim kurulu üyelerinden, yönetim kurulu üyelerinden [05:27] directors does not render the certification against a form shopping yöneticiler, bir form alışverişine karşı sertifikayı geçersiz kılmaz [05:29] certification against a form shopping defective since uh it was already signed sertifika, bir form alışverişine karşı kusurlu, çünkü uh zaten imzalanmıştı [05:32] defective since uh it was already signed by a high ranking corporate officer kusurlu çünkü uh zaten üst düzey bir şirket yetkilisi tarafından imzalanmıştı [05:35] by a high ranking corporate officer which is the vice president for finance üst düzey bir şirket yetkilisi tarafından, mali işler başkan yardımcısı olan [05:38] which is the vice president for finance and human resources. So they evoke uh mali işler ve insan kaynakları başkan yardımcısı olan. Bu yüzden uh'yi çağrıştırıyorlar [05:41] and human resources. So they evoke uh liberal construction of the rules of ve insan kaynakları. Bu yüzden uh, kuralların serbest yorumunu çağrıştırıyorlar [05:42] liberal construction of the rules of procedure and they argued that the usul kurallarının serbest yorumu ve onlar savundu ki [05:44] procedure and they argued that the requirement for board authority should usul ve onlar savundu ki, yönetim kurulu yetkisi gerekliliği [05:46] requirement for board authority should not be strictly applied to invalidate yönetim kurulu yetkisi gerekliliği, geçersiz kılmak için kesin olarak uygulanmamalıdır [05:48] not be strictly applied to invalidate their petition. So the respondent here kesin olarak uygulanmamalıdır, davalarını geçersiz kılmak için. Bu nedenle, davalı burada [05:51] their petition. So the respondent here the argument of the respondent here is davalarnı. Bu nedenle, davalı burada, davalının buradaki argümanı [05:53] the argument of the respondent here is that they me the CA maintained that the davalının buradaki argümanı, onların beni, CA'nın iddia ettiğidir [05:55] that they me the CA maintained that the certification was defective. So despite onların beni, CA'nın sertifikanın kusurlu olduğunu iddia ettiğini. Bu nedenle, rağmen [05:58] the dismissal on this specific ground the petitioner uh repeated the omission bu özel gerekçeyle reddedilmesine rağmen, davacı uh eksikliği tekrarladı [06:01] the dismissal on this specific ground the petitioner uh repeated the omission bu özel gerekçeyle reddedilmesine rağmen, davacı uh eksikliği tekrarladı [06:03] in their motion for reconsideration by yeniden değerlendirme taleplerinde [06:05] in their motion for reconsideration by failing to attach the required proof of yeniden değerlendirme taleplerinde, gerekli kanıtı eklemeyerek [06:08] failing to attach the required proof of authority. from the board. So the CA gerekli yetki kanıtını eklememek. yönetim kurulundan. Bu nedenle, CA [06:11] Authority. From the board. [06:11] So the CA denied the motion for reconsideration. [06:13] Denied the motion for reconsideration prompting the the petitioners to elevate the case to the Supreme Court. [06:18] So the issue here attorney is that whether or not a certification against a form shopping signed by that corporation vice president without uh proof of a specific authorization from the board of directors is valid under the rules on leadings. [06:32] So or whether or not a corporate officer has the inherent power to perform physical acts for the corporation such as signing uh legal documents to institute an action without an express delegation of power from the board of directors. [06:47] So the court rule that know the certification here against form shopping is not valid without proof of um specific authorizations from the board of directors. [07:00] A corporate officer does not have the inherent power to sign such documents without express delegation. [07:04] The Supreme Court held and go consequently without the needed proof from the board of directors the certificate would be [07:12] directors the certificate would be considered effective. [07:14] So the court considered effective. [07:16] So the court reason the district compliance with procedural rules on non-form shopping. [07:18] certificates is mandatory because a corporation is a juridical entity and its power to sue and sign legal documents must be exercised through its board of directors or individuals specifically authorized by the port. [07:30] That's it. Attorney. [07:35] Okay. Question. Who was the officer who signed? What was his position? [07:42] Uh, vice president for finance and human resources. [07:49] If it was the legal council in house legal council who sign this do you think it would have cured the defect or the Supreme Court would have changed its ruling? [08:07] in house attorney [08:14] inhouse inhouse [08:19] I think um yes. I think um yes. [08:23] I think um yes. I think um yes. [08:23] What's your basis? What's your basis? [08:27] Um, since an inhouse legal council has Um, since an inhouse legal council has [08:30] Um, since an inhouse legal council has the authority um because Um, since an inhouse legal council has the authority um because [08:35] the authority um because he was jully authorized to sign legal documents the authority um because he was jully authorized to sign legal documents [08:37] he was jully authorized to sign legal documents he was jully authorized to sign legal documents [08:39] documents um by the company in behalf of the documents um by the company in behalf of the [08:42] um by the company in behalf of the company attorney. um by the company in behalf of the company attorney. [08:45] company attorney. company attorney. [08:45] So, okay. So, okay. [08:45] So, we're assuming that there was there was authorization. So, we're assuming that there was there was authorization. [08:46] Wait, can I can I change my answer? Wait, can I can I change my answer? [08:50] can I change my answer? can I change my answer? [08:52] Okay. Okay. [08:52] What's your answer? What's your answer? [08:57] Okay. Okay. [08:57] What's your answer? What's your answer? [08:59] No, No, [09:03] because um because um [09:06] a lawyer cannot uh sign unless uh it was specifically a lawyer cannot uh sign unless uh it was specifically [09:09] sign unless uh it was specifically authorized by a board resolution as we have studied attorney. sign unless uh it was specifically authorized by a board resolution as we have studied attorney. [09:12] authorized by a board resolution as we have studied attorney. authorized by a board resolution as we have studied attorney. [09:15] have studied attorney. avukat olarak çalıştım. [09:17] So without a board resolution expressly delegating this power like the uh special power of attorney the signature is invalid. Yani bu yetkiyi devreden bir yönetim kurulu kararı olmadan, örneğin um özel vekaletname, imza geçersizdir. [09:25] the signature is invalid. imza geçersizdir. [09:25] Okay. But did you recall the cases that were recited by your classmates the last time? Tamam. Ama geçen seferki gibi sınıf arkadaşlarınızın bahsettiği davaları hatırladınız mı? [09:35] What makes that different with this case that you've recited? Sizin bahsettiğiniz bu davayla neyi farklı kılıyor? [09:44] Mm. There is a case here attorney where the court provided an exception for the incagan valley drug corporation attorney. Mm. Burada bir dava var avukat, mahkemenin incagan valley ilaç şirketi avukatı için bir istisna sağladığı. [10:01] Okay. Um the court provided an exception and the court quoted that they have held the following officials or employees can sign the verification and certification without who are the falsed there? Tamam. Um mahkeme bir istisna sağladı ve mahkeme, aşağıdaki yetkililerin veya çalışanların doğrulama ve tasdiki imzalayabileceğini belirtti, orada kimler yanlış yapıldı? [10:15] falsed there? [10:18] Um chairperson of the board of directors, the president of the corporation uh the general manager or acting general manager the personal officer and unemployment specialist in a labor case attorney. [10:31] Okay. So those are so is an inhouse council included in that list? [10:39] No other. [10:44] So not. Okay. So only the president. [10:47] Although take note sometimes that the inhouse legal council or the chief legal the chief legal may also be holding other positions in the corporation. [11:03] So in those instances although he may just be considered as an inhouse council but if he is delegated with such powers by the boards to say for example um [11:17] for example um COO and general legal and general örneğin um COO ve genel hukuk ve genel [11:20] COO and general legal and general council or general council and COO ve genel hukuk ve genel konsey veya genel konsey ve [11:27] uh uh president it's possible uh uh başkan mümkün [11:31] Then that person is authorized to sign O zaman o kişi imzalamaya yetkilidir [11:34] Then that person is authorized to sign the verification based on that ruling. O zaman o kişi o karara dayanarak doğrulamayı imzalamaya yetkilidir. [11:38] the verification based on that ruling. o karara dayanarak doğrulamayı. [11:41] But if you're just simply an inhouse council, Ancak sadece şirket içi bir avukatsanız, [11:44] an inhouse council, okay, that is why I am I am highlighting bir şirket içi avukat, peki, bu yüzden vurguluyorum [11:48] okay, that is why I am I am highlighting that because you might get confused that peki, bu yüzden vurguluyorum çünkü kafanız karışabilir [11:53] that because you might get confused that just because you're a lawyer, you can sadece avukat olduğunuz için otomatik olarak imzalayabileceğiniz konusunda kafanız karışabilir [11:56] just because you're a lawyer, you can sign automatically. No. All right. It's sadece avukat olduğunuz için otomatik olarak imzalayabilirsiniz. Hayır. Tamam. Bu [12:00] sign automatically. No. All right. It's not an automatic yes. You still That's otomatik olarak imzalamak. Hayır. Tamam. Otomatik bir evet değil. Hala öylesin [12:03] not an automatic yes. You still That's why the general rule, the best practice otomatik bir evet değil. Hala bu yüzden genel kural, en iyi uygulama [12:05] why the general rule, the best practice is you must get an SPA to remove any neden genel kural, en iyi uygulama, herhangi bir şüpheyi gidermek için bir SPA almanız gerektiğidir. [12:09] is you must get an SPA to remove any doubt. herhangi bir şüpheyi gidermek için bir SPA almanız gerektiğidir. [12:11] doubt. Okay. Unless you're already şüphe. Tamam. Zaten değilseniz [12:16] Okay. Unless you're already the president probably your the corpor Tamam. Zaten başkan değilseniz muhtemelen sizin şirketsel [12:19] the president probably your the corpor or the corporate secretary. [12:22] or the corporate secretary uh and those other people mentioned no. [12:26] uh and those other people mentioned no in that in in that particular case. [12:30] So in that in in that particular case. [12:30] So take that as an exception and that exception is not compliance or full compliance just substantial compliance. [12:38] just substantial compliance. [12:42] Okay. [12:42] So we still observe the general rule as much as possible. [12:46] Thank you Miss Kin. [12:50] Kin. [12:52] Thank you. [12:53] Thank you. [12:53] Next case is United Paragon Mining versus Court of Appeals. [12:59] United Paragon Mining versus Court of Appeals. [13:05] Appeals. [13:05] Don. [13:09] Attorney Misson is absentelo. [13:16] dropped attorney. [13:18] dropped attorney. [13:18] Garcia. [13:32] Ah Greing Attorney. Ah Greing Attorney. [13:35] Ah Greing Attorney, so in the case of United Aragon. Ah Greing Attorney, so in the case of United Aragon. [13:40] So in the case of United Aragon Mining Corporates versus Cord of. So in the case of United Aragon Mining Corporates versus Cord of. [13:44] Mining Corporates versus Cord of, um, fact is private respondent Sario. Mining Corporates versus Cord of, um, fact is private respondent Sario. [13:48] Ermita was a regular employee working as. Ermita was a regular employee working as. [13:51] A foreman of petitioner United Paragon. A foreman of petitioner United Paragon. [13:54] Mining Corporation. Mining Corporation. [13:58] On January 18, 1996, he received a termination letter signed. On January 18, 1996, he received a termination letter signed. [14:01] By UPMC's personnel superintendent. By UPMC's personnel superintendent. [14:05] M. an dismissing him for allegedly. M. an dismissing him for allegedly. [14:08] Inflicting bodily injuries on its. Inflicting bodily injuries on its. [14:10] Co-employee and unlessing a deadly. Co-employee and unlessing a deadly. [14:13] Weapon inside company. Weapon inside company. [14:16] The dispute was submitted to voluntary. The dispute was submitted to voluntary. [14:21] Arbitrator attorney Mery Mend who. Arbitrator attorney Mery Mend who. [14:24] Subsequently ruled in favor of Ermit. Subsequently ruled in favor of Ermit. [14:27] Ordering UPMC to immediately reinstate. Ordering UPMC to immediately reinstate. [14:30] Him and pay his back wages to challenge. Him and pay his back wages to challenge. [14:32] him and pay his back wages to challenge this decision a petition him and pay his back wages to challenge this decision a petition [14:35] this decision a petition was filed before the court of appeals this decision a petition was filed before the court of appeals [14:38] was filed before the court of appeals entitled United Paragon Mining was filed before the court of appeals entitled United Paragon Mining [14:40] entitled United Paragon Mining Corporation presented by Luisano M. entitled United Paragon Mining Corporation presented by Luisano M. [14:43] Corporation presented by Luisano M. Daniel Corporation presented by Luisano M. Daniel [14:45] Daniel versus attorney Merley Mendz and Cesario Daniel versus attorney Merley Mendz and Cesario [14:48] versus attorney Merley Mendz and Cesario Ermita. The CA dismissed the petition versus attorney Merley Mendz and Cesario Ermita. The CA dismissed the petition [14:50] Ermita. The CA dismissed the petition when the case was elevated to the Ermita. The CA dismissed the petition when the case was elevated to the [14:52] when the case was elevated to the Supreme Court when the case was elevated to the Supreme Court [14:55] one of the glaring defects noted by the one of the glaring defects noted by the [14:58] one of the glaring defects noted by the court was that the petition before the one of the glaring defects noted by the court was that the petition before the [15:00] court was that the petition before the CA was filed by Daniel without any proof court was that the petition before the CA was filed by Daniel without any proof [15:03] of authority from UPMC's board of of authority from UPMC's board of [15:06] of authority from UPMC's board of directors. The issue here is whether or of authority from UPMC's board of directors. The issue here is whether or [15:10] directors. The issue here is whether or not Cristiano M. Daniel as personal directors. The issue here is whether or not Cristiano M. Daniel as personal [15:12] not Cristiano M. Daniel as personal superintendent not Cristiano M. Daniel as personal superintendent [15:14] superintendent has the authority to file the petition superintendent has the authority to file the petition [15:16] has the authority to file the petition for circular on behalf of UPMC without a has the authority to file the petition for circular on behalf of UPMC without a [15:20] for circular on behalf of UPMC without a boarding solution. So the ruling here no for circular on behalf of UPMC without a boarding solution. So the ruling here no [15:24] boarding solution. So the ruling here no he did not have the authority the boarding solution. So the ruling here no he did not have the authority the [15:26] he did not have the authority the supreme court denied the petition he did not have the authority the supreme court denied the petition [15:28] supreme court denied the petition affirming the C disal Daniel had no supreme court denied the petition affirming the C disal Daniel had no [15:31] affirming the C disal Daniel had no right to find the petition in behalf of affirming the C disal Daniel had no right to find the petition in behalf of [15:33] right to find the petition in behalf of the corporation without any authority. [15:36] the corporation without any authority board of directors. [15:38] board of directors. [15:38] So the Supreme Court highlighted the following bedrock principles of corporation law regarding the exercise of corporate powers the and the authority. [15:47] authority. [15:47] So the powers vested in the board is the corporation has no power except those expressly conferred on it by the corporation code and those that are implied or incidental to its existence. [16:02] in turn a corporation exercises this power strictly through its board of directors and or its duty author or its dly authorized officers and agents. [16:15] So the power to and attorney the power of a corporation to institute legal action and any court is lodge exclusively with the board of directors that exercises its corporate powers. [16:31] Because of a corporation is an [16:34] Because of a corporation is an artificial entity, its physical act such as the styling of documents and pleedings can be performed only by natural persons who are dy authorized for the purpose by the corporate by loss or by a specific act or resolution of the board of directors. [16:53] So um a corporation has a legal personality entirely separate and think that from that of its officers the latter cannot act for and on its behalf without being so authorized by its governing board. [17:12] In the absence of such authority from the board of directors, no person, not even the officers of the corporation can validly bind the corporate entity. [17:22] So the court concluded that although Daniel was impeded in the original complaint because his determination letter he was merely a nominal party and not the real party interest affected by the monetary [17:36] interest affected by the monetary judgment. [17:39] Hence he could not initiate the appate proceedings on behalf of UPMC [17:42] the appate proceedings on behalf of UPMC without expressed authorization [17:45] without expressed authorization from the board. [17:46] from the board. [17:46] That's the case poor ng United Paragon [17:49] Min Corporation versus Court of Apals. [17:53] Min Corporation versus Court of Apals. [17:53] Okay. [17:58] Did the court uh explain why [18:01] explain why the Corporation United Paragon in this case uh was not allowed to [18:03] the Corporation United Paragon in this case uh was not allowed to to avail of substance of substantial [18:07] to avail of substance of substantial compliance with the rule on signing the [18:11] compliance with the rule on signing the verification. [18:15] and certification against forum shopping. [18:18] Um [18:31] Um hindi ko po nakuha po lahat po ng tanong. [18:36] Did the Supreme Court [18:38] Did the Supreme Court say in this case that there was substantial compliance? Did the Supreme Court say in this case that there was substantial compliance? [19:13] The court has ruled for that subsequent and substantial compliance may call for the relaxation of the rules of procedure in the interest of justice. The court has ruled for that subsequent and substantial compliance may call for the relaxation of the rules of procedure in the interest of justice. [19:25] So however to merit this liberal yun po attorney um the petitioner must show reasonable cost justifying their noncompliance with the rules and convince the court that So however to merit this liberal yun po attorney um the petitioner must show reasonable cost justifying their noncompliance with the rules and convince the court that [19:35] so your answer so your answer is that there was substantial compliance so your answer so your answer is that there was substantial compliance [19:52] อื อื [20:30] Grabe nasa binabasa mo na yung case mo. [20:33] Grabe nasa binabasa mo na yung case mo pa rin alam yung sagot. [20:38] Um ano. [20:40] Um ano Lilan. [20:55] Do you even understand [20:57] Do you even understand what is substantial compliance? [21:02] what is substantial compliance? Do you understand what substantial [21:04] Do you understand what substantial compliance means? [21:08] What is what does that mean? [21:13] >> Um [21:16] >> Um sometimes compliance po ano attorney [21:19] sometimes compliance po ano attorney um [21:22] yung showing costo [21:26] yung showing costo um [21:29] um in your own understanding [21:32] in your own understanding what is substantial compliance [21:36] what is substantial compliance circum attorney is following the [21:38] circum attorney is following the procedures to attorney. So for me in my [21:42] procedures to attorney. So for me in my um my own understanding po. [21:48] um my own understanding po. What is the difference then with [21:50] What is the difference then with substantial compliance and full [21:53] substantial compliance and full compliance? [22:05] Ba kasi kung ang sabi mo ang [22:07] Ba kasi kung ang sabi mo ang understanding mo ng substantial [22:09] understanding mo ng substantial compliance is if you complied with the [22:11] compliance is if you complied with the rules then how does that differ with [22:14] rules then how does that differ with full compliance? [22:31] Um [22:34] Um a substantial compliance po is adopt [22:37] a substantial compliance po is adopt where a party acts in good faith and [22:39] where a party acts in good faith and performs italog mo na mr garcia [22:43] performs italog mo na mr garcia yung understanding mo lang ang hanap ko. [22:46] yung understanding mo lang ang hanap ko. Huwag mong basahin. Okay? Ano ang [22:49] Huwag mong basahin. Okay? Ano ang understanding mo ng substantial [22:52] understanding mo ng substantial compliance? Paano mo siya naiintindihan? [22:56] compliance? Paano mo siya naiintindihan? Yung substantial compliance po attorney [22:58] Yung substantial compliance po attorney is yung [23:00] is yung ah [23:04] partly partly na may partly na may [23:08] partly partly na may partly na may substance yung pag-comply niya yung [23:11] substance yung pag-comply niya yung part. [23:15] part myalog mo na lang o bisaya mo para [23:18] part myalog mo na lang o bisaya mo para gusto ko malaman yungindihan mo ba [23:20] gusto ko malaman yungindihan mo ba talaga [23:22] talaga in fact attorney um [23:25] in fact attorney um yung yung um [23:28] yung yung um I'm confused sa substantial evidenceaka [23:30] I'm confused sa substantial evidenceaka substantial compliance so for ano [23:34] substantial compliance so for ano compliance po for me iyung [23:38] compliance po for me iyung ano lang um substantial so [23:42] ano lang um substantial so comply ng mga requirements na ni-require [23:46] comply ng mga requirements na ni-require para ma-comply yung substance pero kung [23:48] para ma-comply yung substance pero kung full [23:50] full not sure po talaga not really sure kung [23:54] not sure po talaga not really sure kung bior [23:56] bior so we have a we have a [24:00] so we have a we have a we have a disconnect you have therefore [24:02] we have a disconnect you have therefore a disconnect when it comes to [24:04] a disconnect when it comes to understanding [24:06] understanding because full compliance means [24:10] because full compliance means full adherence to the requirements [24:13] full adherence to the requirements all of you [24:17] all of you and you have not missed anything [24:20] and you have not missed anything in substantial compliance it means you [24:23] in substantial compliance it means you have only complied with [24:27] have only complied with some but not all of the requirements and [24:32] some but not all of the requirements and by reason [24:34] by reason of [24:36] of ah [24:39] ah by reason of or in the interest of [24:41] by reason of or in the interest of justice is the court may nevertheless [24:46] justice is the court may nevertheless accept your submission [24:49] accept your submission even if you have not fully complied with [24:53] even if you have not fully complied with the requirements. [24:56] Yun ang substantial compliance [24:59] Yun ang substantial compliance because when it comes to procedural law, [25:04] because when it comes to procedural law, kailangan kung ano iyung requirements [25:07] kailangan kung ano iyung requirements under the rules of court, [25:10] under the rules of court, you submit all of that. [25:13] you submit all of that. And in this particular case, we're [25:16] And in this particular case, we're talking about verification and [25:18] talking about verification and certification against forum shopping [25:22] certification against forum shopping which is which are [25:26] which is which are appended or which forms part of the [25:28] appended or which forms part of the pleading of the case. [25:31] pleading of the case. It should be there in your filing in [25:34] It should be there in your filing in your initiatory pleading. [25:37] your initiatory pleading. But if it's not there or if it's signed [25:39] But if it's not there or if it's signed by an [25:40] by an an una authorized individual, obviously [25:45] an una authorized individual, obviously it's not going to be considered by the [25:48] it's not going to be considered by the court as full compliance. [25:52] court as full compliance. Now based on this case [25:57] Now based on this case how can you [26:04] I was not able to comply submit the [26:09] I was not able to comply submit the requirements [26:10] requirements how can I claim forstantial compliance [26:17] Paano Ano? [26:38] Mm. [26:47] Haharap ka sa sa judge Mr. Garcia tapos [26:51] Haharap ka sa sa judge Mr. Garcia tapos hindi ka magpapaliwanag. [26:55] Magpapaliwanag ka o hindi? [26:59] M I'm not sure kasi Atton eh. Um e kung [27:03] M I'm not sure kasi Atton eh. Um e kung yun sagot mo talagang ide-denay kita. [27:07] yun sagot mo talagang ide-denay kita. Walang paano kita bibigyan ng [27:09] Walang paano kita bibigyan ng substantial compliance sa sagot na yan [27:11] substantial compliance sa sagot na yan ba oh. [27:15] ba oh. So therefore you must what? [27:24] Anong sasabihin mo sa akin? Hindi mo [27:25] Anong sasabihin mo sa akin? Hindi mo na-submit yung bakit hindi mo na-submit [27:29] na-submit yung bakit hindi mo na-submit yung Hindi mo naano yung requirement? O [27:32] yung Hindi mo naano yung requirement? O anong tawag doon? [27:34] anong tawag doon? I [27:38] aan mo siya? [27:52] Anong Anong Anong gagawin mo? Pag sa [27:54] Anong Anong Anong gagawin mo? Pag sa harap ka ng pulis, tahimik ka lang. O [27:57] harap ka ng pulis, tahimik ka lang. O yan gagana yan. 'Di ba? You have a right [28:00] yan gagana yan. 'Di ba? You have a right to remain silent. Pero kung sa harap ka [28:03] to remain silent. Pero kung sa harap ka ng prosecutor, hindi gagana yan. O sa [28:06] ng prosecutor, hindi gagana yan. O sa harap ka ng judge, hindi ka hindi gagana [28:08] harap ka ng judge, hindi ka hindi gagana yan. Kailangan mo mag [28:14] um motion for condition to. [28:19] um motion for condition to. Okay. Ano ilalagay mo sa motion for [28:21] Okay. Ano ilalagay mo sa motion for reconsideration mo? [28:23] reconsideration mo? Ang iyong [28:28] ko sayo forgiveness pasilo lang. [28:40] pangayoon you have to tell the judge [28:45] pangayoon you have to tell the judge and justify [28:47] and justify why the judge or the court should accept [28:51] why the judge or the court should accept your pleading even if youve not even if [28:55] your pleading even if youve not even if even if not able to submit the [28:58] even if not able to submit the requirements [28:59] requirements Kung pasayo lang na unsa manako ng [29:01] Kung pasayo lang na unsa manako ng pleading n mo [29:06] you must satisfy the court that judge [29:12] you must satisfy the court that judge sorry okay nagp-silo na ka sorry wala [29:16] sorry okay nagp-silo na ka sorry wala lang na ako na attach ang akong [29:21] lang na ako na attach ang akong spa pero na ako'y spa judge [29:25] spa pero na ako'y spa judge dara akong spa judge oh at the time of [29:28] dara akong spa judge oh at the time of when I was filed the the initiatory [29:31] when I was filed the the initiatory pleeding authorize ko sa akong [29:33] pleeding authorize ko sa akong corporation [29:36] corporation oh dili lang siya bot pa saabot dili [29:39] oh dili lang siya bot pa saabot dili lang siya pasilo [29:42] lang siya pasilo okay so in your motion for [29:46] okay so in your motion for reconsideration that you be filing [29:48] reconsideration that you be filing before the judge you must include your [29:52] before the judge you must include your justification [29:54] justification so you must attach your [29:57] so you must attach your spa A [30:00] spa A okay and the second [30:05] okay and the second requirement based on the on the doctrine [30:07] requirement based on the on the doctrine of the case is that what the dismissal [30:11] of the case is that what the dismissal of the case must not frustrate [30:16] of the case must not frustrate okay the end uh uh um uh the ends of [30:21] okay the end uh uh um uh the ends of justice or it must not cause um um [30:27] justice or it must not cause um um injustice. Okay to uh uh the the [30:31] injustice. Okay to uh uh the the parties. Okay. [30:35] parties. Okay. Okay na. Sabot na ka. [30:39] Okay, [30:44] let's proceed with the next case. [30:47] let's proceed with the next case. Thank you po. [30:47] Thank you po. >> DB [30:49] >> DB um DPB versus I think this is DBP versus [30:53] um DPB versus I think this is DBP versus Court of Appeals. [31:01] Habacon. [31:03] Habacon. Good evening po attorney. So in the case [31:06] Good evening po attorney. So in the case of DBP versus Court of Appeals, the [31:08] of DBP versus Court of Appeals, the facts of this case MMIC obtained various [31:11] facts of this case MMIC obtained various loans from PNB and DBP secured by real [31:13] loans from PNB and DBP secured by real estate mortgage channel mortgages over [31:15] estate mortgage channel mortgages over all their properties. And then PNB and [31:17] all their properties. And then PNB and DBP instituted extrajudicial for closure [31:20] DBP instituted extrajudicial for closure against MMIC for failure of it to settle [31:23] against MMIC for failure of it to settle its obligations where DPP emerged and [31:25] its obligations where DPP emerged and was declared the highest beader and then [31:26] was declared the highest beader and then to ensure the continued operation of the [31:29] to ensure the continued operation of the refinery PNB and DBP transferred and [31:31] refinery PNB and DBP transferred and they assigned all the right and interest [31:33] they assigned all the right and interest to NMIC and MMC and then TNBN DBP later [31:37] to NMIC and MMC and then TNBN DBP later transferred those um given to NMIC and [31:39] transferred those um given to NMIC and MIMC to the government through the APT [31:42] MIMC to the government through the APT pursuant to a proclamation. Meanwhile, [31:44] pursuant to a proclamation. Meanwhile, MMIC purchased and caused a delivery of [31:46] MMIC purchased and caused a delivery of construction materials from RISC the [31:49] construction materials from RISC the Remington Industrial Sales Corporation. [31:51] Remington Industrial Sales Corporation. This remained unpaid. However, it [31:53] This remained unpaid. However, it prompted Remington to follow complaint [31:55] prompted Remington to follow complaint for some of money against MMIC. So RC [31:59] for some of money against MMIC. So RC layer filed multiple amendments to imped [32:01] layer filed multiple amendments to imped PNB DBP and APP asserting that they must [32:04] PNB DBP and APP asserting that they must all be considered as one entity uh by [32:06] all be considered as one entity uh by pursing the veil of corporate fiction [32:09] pursing the veil of corporate fiction alleging that NMIC, MMC and ICC are [32:12] alleging that NMIC, MMC and ICC are wholly owned and they are managed by the [32:14] wholly owned and they are managed by the officers of PNB and DBP and that the [32:16] officers of PNB and DBP and that the transfer of properties was made in fraud [32:18] transfer of properties was made in fraud of the creditors. So the RTC favorite [32:21] of the creditors. So the RTC favorite RISC which the firms. So the issue here [32:23] RISC which the firms. So the issue here is whether there is fraud to warrant the [32:25] is whether there is fraud to warrant the piercing the veil of corporate fiction. [32:27] piercing the veil of corporate fiction. So the Supreme Court held that uh in [32:29] So the Supreme Court held that uh in this case that there was um uh no fraud [32:32] this case that there was um uh no fraud attorney and that the acts of DBP are [32:34] attorney and that the acts of DBP are justified because it is under the law [32:36] justified because it is under the law and mandatory for closure president [32:38] and mandatory for closure president presidential decree number 385 to [32:40] presidential decree number 385 to forclose mortgages when the due accounts [32:42] forclose mortgages when the due accounts incurrs of more than 20%. So the [32:45] incurrs of more than 20%. So the creation of NMIC, MMC and ICC is [32:47] creation of NMIC, MMC and ICC is necessary to manage the business since [32:49] necessary to manage the business since they are not authorized to change their [32:51] they are not authorized to change their charter. So here there is no bad faith [32:53] charter. So here there is no bad faith as transactions between corporations [32:56] as transactions between corporations that have um interlocking directors [32:58] that have um interlocking directors attorney it also cannot apply in this [33:00] attorney it also cannot apply in this case since um the Remington Industrial [33:03] case since um the Remington Industrial Sales Corporation is a a third uh party [33:06] Sales Corporation is a a third uh party attorney and that it has it is not the [33:08] attorney and that it has it is not the one that has interlocking directors like [33:11] one that has interlocking directors like MMIC and DBP and also as the directors [33:13] MMIC and DBP and also as the directors who are creditors it is also not [33:15] who are creditors it is also not applicable since the creditor of MMIC is [33:18] applicable since the creditor of MMIC is DBP and not the directors of MMIC. [33:23] Okay, thank you, Miss Habon. Let's [33:27] Okay, thank you, Miss Habon. Let's proceed with the next case. [33:35] Ilustre. [33:38] Good evening attorney. [33:44] Attorney [33:47] Attorney >> good evening. [33:49] >> good evening. >> Yes. Good evening. [33:50] >> Yes. Good evening. >> Yeah. Yes. Attorney, can you hear me? [33:55] >> Yeah. Yes. Attorney, can you hear me? >> Yes, we [33:57] >> Yes, we >> Yes, I think you're audible. [34:00] >> Yes, I think you're audible. Yes, attorney. Uh the case of pet plants [34:04] Yes, attorney. Uh the case of pet plants incorporated and Adrian Ocampo versus [34:07] incorporated and Adrian Ocampo versus Court of Appeals attorney uh pet plans [34:11] Court of Appeals attorney uh pet plans as pet plans is a company selling [34:14] as pet plans is a company selling educational and memorial plans and Adran [34:16] educational and memorial plans and Adran Ocampo is its president. In 1995 uh they [34:20] Ocampo is its president. In 1995 uh they hired a certain high Abad as sales [34:23] hired a certain high Abad as sales operations manager assigned in Apari [34:26] operations manager assigned in Apari Cagayan and in 1999 Abad was demoted to [34:30] Cagayan and in 1999 Abad was demoted to trust manager due to alleged's failure [34:33] trust manager due to alleged's failure to meet uh to meet his sales cotas. On [34:37] to meet uh to meet his sales cotas. On August 31, 1999, Abad filed a complaint [34:40] August 31, 1999, Abad filed a complaint with the National Labor Relations [34:42] with the National Labor Relations Commission o NLRC [34:44] Commission o NLRC uh ineg [34:48] uh ineg for illegal dismissal and demotion [34:51] for illegal dismissal and demotion including damages non of basic wages uh [34:56] including damages non of basic wages uh and other monetary incentives against [34:59] and other monetary incentives against pet plants and OCAMO. [35:02] pet plants and OCAMO. So the labor arbiter Mr. Ricardo Olyz [35:06] So the labor arbiter Mr. Ricardo Olyz ruled in favor of declaring him [35:08] ruled in favor of declaring him illegally dismiss and uh ordered pet [35:12] illegally dismiss and uh ordered pet plants and campo jointly and severely [35:17] plants and campo jointly and severely severely liable for back wages and [35:21] severely liable for back wages and unpaid wages. However, the NLRC although [35:24] unpaid wages. However, the NLRC although the NLRC affirmed the decision [35:27] the NLRC affirmed the decision of uh the labor arbiter uh of illegal [35:32] of uh the labor arbiter uh of illegal dismissal attorney, it uh set aside the [35:35] dismissal attorney, it uh set aside the specific award of 26,53 [35:38] specific award of 26,53 in back wages. [35:41] in back wages. So the petitioners here elevated the [35:43] So the petitioners here elevated the case to the court of appeals and uh uh [35:47] case to the court of appeals and uh uh after that after the elevation to the CA [35:50] after that after the elevation to the CA uh however the CA dismissed the petition [35:53] uh however the CA dismissed the petition attorney because uh the certification [35:55] attorney because uh the certification against forum shopping was signed by a [35:57] against forum shopping was signed by a certain Rolando Espino uh who was the uh [36:02] certain Rolando Espino uh who was the uh vice president for legal affairs and uh [36:05] vice president for legal affairs and uh there was no bird resolution or [36:07] there was no bird resolution or attachment showing Spino was authorized [36:10] attachment showing Spino was authorized to sign for the corporation and third [36:13] to sign for the corporation and third petitioner OCAMPO who is the president [36:17] petitioner OCAMPO who is the president did not sign the certification himself [36:19] did not sign the certification himself attorney again the petitioners filed a [36:22] attorney again the petitioners filed a motion for reconsideration attaching a [36:25] motion for reconsideration attaching a secretary certificate showing that the [36:28] secretary certificate showing that the board of directors authorized Espino to [36:31] board of directors authorized Espino to represent the corporation however the [36:33] represent the corporation however the court of appeals still denied the motion [36:37] court of appeals still denied the motion so the issue here attorney [36:40] so the issue here attorney Whether a corporate officer signature on [36:43] Whether a corporate officer signature on a certification against forum shopping [36:46] a certification against forum shopping is sufficient to cover a competitioner [36:48] is sufficient to cover a competitioner who is a natural person in this case uh [36:53] who is a natural person in this case uh occampo without the latters on signature [36:57] occampo without the latters on signature attorney. So the Supreme Court dismissed [37:00] attorney. So the Supreme Court dismissed the petition uh saying or stating that [37:05] the petition uh saying or stating that the uh while the subsequent submission [37:08] the uh while the subsequent submission of a secretary certificate might cure [37:11] of a secretary certificate might cure the defect for the corporation it did [37:14] the defect for the corporation it did not cure the defect regarding petitioner [37:16] not cure the defect regarding petitioner Adrian Ocampo. Since Ocampo was [37:18] Adrian Ocampo. Since Ocampo was solidarily liable by the labor arbiter [37:20] solidarily liable by the labor arbiter he is a real party interest whose [37:24] he is a real party interest whose interests are distinct from the [37:25] interests are distinct from the corporation. So as a natural person he [37:29] corporation. So as a natural person he was required by the rules of court to [37:31] was required by the rules of court to sign the certification himself attorney. [37:36] sign the certification himself attorney. Okay. So [37:38] Okay. So another example in this case is that uh [37:43] another example in this case is that uh there was already uh there was already [37:45] there was already uh there was already an opportunity there was an opportunity [37:48] an opportunity there was an opportunity on the part of uh the petitioners to [37:50] on the part of uh the petitioners to cure the defect right [37:52] cure the defect right >> but what happen [37:54] >> but what happen >> when they filed the MR [37:57] >> when they filed the MR they not only fail to include OCAMPO in [38:01] they not only fail to include OCAMPO in the signatories [38:03] the signatories okay but [38:06] okay but They also [38:09] They also um in the petition before the Supreme [38:10] um in the petition before the Supreme Court they also once again fail to [38:14] Court they also once again fail to include Okampo [38:16] include Okampo you know to show [38:19] you know to show uh the authority of Ocampo to sign the [38:22] uh the authority of Ocampo to sign the pleading so this is simply a blatant [38:26] pleading so this is simply a blatant disregard of the rules the Supreme Court [38:28] disregard of the rules the Supreme Court said because you cannot invoke [38:31] said because you cannot invoke substantial compliance here because you [38:33] substantial compliance here because you have you you have all the chances, the [38:37] have you you have all the chances, the opportunities to uh rectify the mistake [38:42] opportunities to uh rectify the mistake that you've committed and yet they still [38:45] that you've committed and yet they still failed. So that's why in this particular [38:48] failed. So that's why in this particular case the Supreme Court said that we [38:51] case the Supreme Court said that we cannot relax the rules. Okay? We cannot [38:54] cannot relax the rules. Okay? We cannot relax the rules because this is already [38:57] relax the rules because this is already blatant disregard of of the of proc of [39:00] blatant disregard of of the of proc of procedure. [39:02] procedure. So while they were while the court was [39:05] So while they were while the court was willing and there are cases uh which uh [39:11] willing and there are cases uh which uh back up uh the relaxation of uh of uh [39:16] back up uh the relaxation of uh of uh the rules, [39:18] the rules, it is still incumbent upon the [39:20] it is still incumbent upon the petitioner to show good faith you know [39:23] petitioner to show good faith you know that okay he might have he might have [39:26] that okay he might have he might have missed the he might have committed the [39:28] missed the he might have committed the mistake but uh the petitioners or the or [39:33] mistake but uh the petitioners or the or the or the complainants should still [39:38] the or the complainants should still rectify the the mistake, no? So in this [39:43] rectify the the mistake, no? So in this case, the petitioners fail to do so. [39:52] Thank you. [39:55] Thank you. That was illustre, right? Attney, thank [39:58] That was illustre, right? Attney, thank you. [40:00] you. >> So, humalon [40:04] absent attorney, nag-excuse po. [40:08] absent attorney, nag-excuse po. Okay. [40:09] Okay. Labrage, [40:12] Labrage, so ikaw na next. Um yes po attorney uh [40:20] San Pablo Manufacturing Corporation [40:21] San Pablo Manufacturing Corporation versus Commissioner of Internal Revenue. [40:24] versus Commissioner of Internal Revenue. The facts for this case authority is [40:26] The facts for this case authority is that SPMC is a domestic corporation [40:29] that SPMC is a domestic corporation engaged in the business of milling, uh [40:31] engaged in the business of milling, uh manufacturing and exporting of coconut [40:34] manufacturing and exporting of coconut oil and other allied products. It was [40:36] oil and other allied products. It was assessed and ordered to pay by the [40:38] assessed and ordered to pay by the commissioner of internal revenue the [40:41] commissioner of internal revenue the amount of 8,182,182 [40:46] and 85 representing deficiency mills tax [40:49] and 85 representing deficiency mills tax and manufacturer sales tax among other [40:51] and manufacturer sales tax among other deficiency taxes for taxable year 1987. [40:55] deficiency taxes for taxable year 1987. The deficiency miller stacks was imposed [40:57] The deficiency miller stacks was imposed on SPMC sales of crude oil to United [41:00] on SPMC sales of crude oil to United Coconut Chemical Incorporated or Unicem [41:03] Coconut Chemical Incorporated or Unicem while the deficiency sales tax was [41:06] while the deficiency sales tax was applied on its sales of corn and edible [41:08] applied on its sales of corn and edible oil as manufactured products. Um SPMC [41:12] oil as manufactured products. Um SPMC opposed the assessments but the [41:14] opposed the assessments but the commissioner denied its protest. SPMC [41:16] commissioner denied its protest. SPMC appealed to the Court of Tax appeal [41:19] appealed to the Court of Tax appeal appeals uh which in its March 10, 2000 [41:23] appeals uh which in its March 10, 2000 decision canceled SPMC's liability for [41:25] decision canceled SPMC's liability for deficiency manufacturers tax but upheld [41:28] deficiency manufacturers tax but upheld the deficiency Miller tax assessment. [41:30] the deficiency Miller tax assessment. SPMC elevated the case to the court of [41:34] SPMC elevated the case to the court of appeals via petition for review but the [41:35] appeals via petition for review but the appellate court dismissed the petition [41:38] appellate court dismissed the petition on July 19 2000 because the verification [41:41] on July 19 2000 because the verification attached to it was signed nearly by [41:43] attached to it was signed nearly by SPMC's chief financial officer without [41:46] SPMC's chief financial officer without corporate secretary certificate board [41:48] corporate secretary certificate board resolution or power of attorney [41:51] resolution or power of attorney authorizing him to sign the verification [41:53] authorizing him to sign the verification and certification against forum [41:54] and certification against forum shopping. So the issue in this case [41:56] shopping. So the issue in this case poorne is that whether or not the court [41:58] poorne is that whether or not the court of appeals earned here in dismissing [42:00] of appeals earned here in dismissing SPMC's appeal for lack of proper [42:02] SPMC's appeal for lack of proper verification and certification against [42:04] verification and certification against forum shopping. So the ruling of the [42:06] forum shopping. So the ruling of the court po is that no the Supreme Court [42:08] court po is that no the Supreme Court rule that Court of Appeals correctly [42:10] rule that Court of Appeals correctly dismissed the petition under rule 43 [42:13] dismissed the petition under rule 43 section 5 of the rules of court. Appeals [42:15] section 5 of the rules of court. Appeals from the CTA to the court of appeals [42:17] from the CTA to the court of appeals must be verified and a pleading that [42:19] must be verified and a pleading that lacks proper verification shall be [42:21] lacks proper verification shall be treated as an unsigned pleading subject [42:23] treated as an unsigned pleading subject to this missile. A corporation can only [42:26] to this missile. A corporation can only act through its board of directors or [42:27] act through its board of directors or duy authorized officers and agents. [42:30] duy authorized officers and agents. SPMC's petition here did not indicate [42:32] SPMC's petition here did not indicate that its chief financial officer was [42:34] that its chief financial officer was authorized to sign the verification or [42:36] authorized to sign the verification or certification and no power of attorney [42:38] certification and no power of attorney secretary certificate or board [42:40] secretary certificate or board resolution was attached. To the court [42:42] resolution was attached. To the court here rejected SPM's claim of substantial [42:45] here rejected SPM's claim of substantial compliance and plee for liberal [42:47] compliance and plee for liberal application of the rules emphasizing [42:49] application of the rules emphasizing that strict compliance with procedural [42:51] that strict compliance with procedural rules is required especially for [42:53] rules is required especially for verification and certification against [42:55] verification and certification against forum shopping. [42:59] >> Okay. So who are who are the officers [43:03] >> Okay. So who are who are the officers in the corporation who [43:12] sign the [43:18] >> um attorney your choy po. Sorry would [43:21] >> um attorney your choy po. Sorry would you please repeat the questionification [43:26] forum shopping and verification [43:29] forum shopping and verification even in the absence of a [43:33] even in the absence of a board reso. [43:35] board reso. Um those who are allowed to sign po [43:37] Um those who are allowed to sign po attorney are the uh is the president the [43:40] attorney are the uh is the president the chief legal no yeah the president the [43:43] chief legal no yeah the president the general manager the vice president or [43:46] general manager the vice president or the chief legal council if delegated by [43:48] the chief legal council if delegated by such power by the board um and [43:55] yeah jully authorized by the board [43:56] yeah jully authorized by the board attorney [44:02] one more the chairperson [44:05] one more the chairperson the ch [44:05] the ch >> board of directors. [44:07] >> board of directors. >> Yes, [44:07] >> Yes, >> okay and an employment specialist in a [44:10] >> okay and an employment specialist in a labor case [44:13] >> right? [44:14] >> right? >> Yes po. [44:15] >> Yes po. >> That's just based on jurisprudence [44:18] >> That's just based on jurisprudence ba the jurisprudence given. [44:21] ba the jurisprudence given. >> Yes. What is the reason why they these [44:24] >> Yes. What is the reason why they these individuals can or these officers can [44:27] individuals can or these officers can sign and uh the chief financial officer [44:32] sign and uh the chief financial officer cannot sign [44:34] cannot sign bas in your case the case that you've [44:37] bas in your case the case that you've recited it's the chief financial officer [44:42] recited it's the chief financial officer the chief financial [44:44] the chief financial officer doun sa listahan na iyon what do [44:47] officer doun sa listahan na iyon what do you think is the reason why [44:49] you think is the reason why it's [44:49] it's >> not enumerated [44:51] >> not enumerated attorney sa mga allowed to [44:54] attorney sa mga allowed to >> Yeah. Yeah. I mean, there's a reason why [44:56] >> Yeah. Yeah. I mean, there's a reason why ' ba [44:58] ' ba why the chief financial officer is not [45:00] why the chief financial officer is not included. [45:04] What is the what is okay you taken up [45:09] What is the what is okay you taken up civil procedure? [45:15] Have you taken up civil procedure? [45:22] Yes or no? [45:24] Yes or no? >> Yes poorney. [45:26] >> Yes poorney. >> Okay. [45:28] >> Okay. What is the purpose of a verification? [45:44] Verification is in civil procedure. I [45:47] Verification is in civil procedure. I think it's in rule [45:49] think it's in rule 9 10 [45:52] 9 10 I think. [45:54] I think. Why are you verifying [46:01] as an assurance attorney that [46:06] the allegations thrown [46:09] the allegations thrown or that the allegations thrown in are [46:14] or that the allegations thrown in are placed in correct? [46:19] >> Yes, are correct and true based on [46:22] >> Yes, are correct and true based on personal knowledge. [46:24] personal knowledge. documents autentic [46:26] documents autentic >> authentic document so that's the purpose [46:29] >> authentic document so that's the purpose of the verification [46:31] of the verification the person is verifying [46:34] the person is verifying the allegations [46:36] the allegations in the [46:38] in the pleading [46:41] pleading okay because the pleeding normally is [46:44] okay because the pleeding normally is filed or is written and signed by who [46:49] filed or is written and signed by who normally sino [46:53] by president or the chief or the [46:56] by president or the chief or the >> um it's not attorney [46:59] >> um it's not attorney >> who writes feedings [47:04] council po attorney [47:14] council [47:17] council right you're lawyer [47:18] right you're lawyer >> yes p [47:19] >> yes p >> o kailangan ko mag-file ang estafa. Ito [47:21] >> o kailangan ko mag-file ang estafa. Ito ito 'yung mga facts. Ito 'yung mga [47:22] ito 'yung mga facts. Ito 'yung mga documents. Attorney. So it's attorney [47:25] documents. Attorney. So it's attorney who writes the pleeding, right? They [47:28] who writes the pleeding, right? They prepare the pleeding, okay? Based on the [47:30] prepare the pleeding, okay? Based on the documents that youve provided them. [47:34] documents that youve provided them. And that's the reason why a chief legal [47:36] And that's the reason why a chief legal council ordinarily not allowed to sign [47:40] council ordinarily not allowed to sign that verification and certification [47:44] that verification and certification because they're normally just drafters. [47:48] because they're normally just drafters. They're not the are the field. or are [47:52] They're not the are the field. or are wellvered with the operations of the [47:53] wellvered with the operations of the corporation they are not are not they [47:57] corporation they are not are not they don't they do not have personal [47:59] don't they do not have personal knowledge of of the transactions [48:03] and that's why those people enumerated a [48:07] and that's why those people enumerated a while ago they're allowed they were [48:10] while ago they're allowed they were allowed by the court to sign even in the [48:14] allowed by the court to sign even in the absence of a board reso [48:17] absence of a board reso because the understanding is that These [48:20] because the understanding is that These individuals [48:22] individuals are on top of the operations of the [48:24] are on top of the operations of the corporation, [48:28] right? The president, that's the [48:30] right? The president, that's the management, that's the head of the [48:33] management, that's the head of the operations of the company, the [48:36] operations of the company, the presumption is that he knows everything [48:38] presumption is that he knows everything what's happening in the corporation. [48:41] what's happening in the corporation. So he is he or she is in the best [48:44] So he is he or she is in the best position to to verify the allegations [48:48] position to to verify the allegations and say that yes totoo po yan based on [48:52] and say that yes totoo po yan based on personal knowledge or authentic [48:56] personal knowledge or authentic documents. [48:58] documents. the chief legal council not even the [49:01] the chief legal council not even the chief financial office the chief the CFO [49:06] chief financial office the chief the CFO because the CFO may be aware of the [49:09] because the CFO may be aware of the numbers [49:11] numbers okay the financial standing of the [49:13] okay the financial standing of the corporation how much profit how much [49:17] corporation how much profit how much losses how much money does the [49:20] losses how much money does the corporation [49:22] corporation uh um uh has in the bank But it has no [49:29] uh um uh has in the bank But it has no idea as to how the operation is run or [49:33] idea as to how the operation is run or how the transactions went etc etc. [49:40] Thank you, Pattery. [49:44] >> Next, um, [49:50] Lapating, [49:52] Lapating, >> good evening po, attorney. [49:54] >> good evening po, attorney. >> Good evening. Next case is [49:57] >> Good evening. Next case is >> Astina Computers versus Ras Attorney. [50:00] >> Astina Computers versus Ras Attorney. >> Okay, Athena Computers. [50:04] So in this case uh this case originated [50:06] So in this case uh this case originated from an illegal dismissal complaint [50:08] from an illegal dismissal complaint filed by respondent Wes against Athen [50:11] filed by respondent Wes against Athen computers and its officersito [50:14] computers and its officersito or Jimenz. So the the National Labor [50:18] or Jimenz. So the the National Labor Relations Commission or NLRC declared [50:21] Relations Commission or NLRC declared that this illegal and ordered the [50:23] that this illegal and ordered the petitioners to pay back wages and [50:25] petitioners to pay back wages and separation pay. Now petitioners [50:28] separation pay. Now petitioners computers and Jimenez filed a petition [50:30] computers and Jimenez filed a petition for the court of appeals. However, the [50:33] for the court of appeals. However, the CA dismissed the petition because the [50:36] CA dismissed the petition because the verification and certification of [50:38] verification and certification of nonform shopping were executed and [50:40] nonform shopping were executed and signed by Jimenez without any proof that [50:43] signed by Jimenez without any proof that he was also authorized to act for and in [50:46] he was also authorized to act for and in behalf of the of his competitioner uh [50:50] behalf of the of his competitioner uh which is a corporation. [50:53] which is a corporation. Jimenez failed to attach a board [50:55] Jimenez failed to attach a board resolution [50:57] resolution or secretary certificate showing that [50:59] or secretary certificate showing that the board of directors of Athena [51:01] the board of directors of Athena computers had vested him with the [51:03] computers had vested him with the authority to represent the legal [51:05] authority to represent the legal interest of the company in the court. So [51:07] interest of the company in the court. So the main issue here is whether a [51:09] the main issue here is whether a corporation value the exercises its [51:12] corporation value the exercises its express power to sue and be sued when [51:15] express power to sue and be sued when the individual signing the mandatory [51:16] the individual signing the mandatory verification and certification against [51:19] verification and certification against forum shopping lacks a specific grant of [51:22] forum shopping lacks a specific grant of authority from [51:25] ruling the supreme court ruled that the [51:28] ruling the supreme court ruled that the petition was correctly dismissed for [51:30] petition was correctly dismissed for failure to comply with the procedural [51:32] failure to comply with the procedural requirements of the same with the other [51:34] requirements of the same with the other cases attorney the court emphasized that [51:36] cases attorney the court emphasized that section 2 of The revised corporation [51:38] section 2 of The revised corporation code a corporation is an artificial [51:41] code a corporation is an artificial being created by the operation of law [51:43] being created by the operation of law and while section 35a of the same code [51:46] and while section 35a of the same code grants every corporation the power and [51:47] grants every corporation the power and capacity to su and in the corporate name [51:51] capacity to su and in the corporate name this power is not exercised by [51:53] this power is not exercised by individual officers or stockholders and [51:55] individual officers or stockholders and pursuant to section 22 the board of [51:57] pursuant to section 22 the board of directors exercise the corporate powers [52:00] directors exercise the corporate powers and since because a corporation has the [52:02] and since because a corporation has the physical existence it can only perform [52:04] physical existence it can only perform physical act such as signing legal [52:06] physical act such as signing legal documents natural person authorized by a [52:10] documents natural person authorized by a specific act of the board of directors [52:11] specific act of the board of directors and in this case Jimenez signed the [52:14] and in this case Jimenez signed the pleedings in his own name but failed to [52:17] pleedings in his own name but failed to show that Athen's board had authorized [52:19] show that Athen's board had authorized him to represent the corporation so the [52:22] him to represent the corporation so the court held that the verification of the [52:24] court held that the verification of the petition [52:25] petition and certification of nonforum shopping [52:28] and certification of nonforum shopping were executed and signed by Joselito [52:30] were executed and signed by Joselito Jimenez without authority to act for and [52:34] Jimenez without authority to act for and in behalf of is co-petitioner. So the [52:36] in behalf of is co-petitioner. So the Supreme Court emphasized that is an [52:39] Supreme Court emphasized that is an extraordinary remedy. Therefore, the [52:41] extraordinary remedy. Therefore, the party seeking such relief must strictly [52:44] party seeking such relief must strictly observe the rules laid down by law, [52:46] observe the rules laid down by law, including the requirement that the [52:47] including the requirement that the certification be accomplished by the [52:49] certification be accomplished by the duly authorized representative. So [52:53] duly authorized representative. So that's it. [52:56] that's it. >> Okay. [52:58] >> Okay. So medo I think weve weve um discussed a [53:03] So medo I think weve weve um discussed a lot of cases uh related to this [53:06] lot of cases uh related to this doctrine. Uh so let's let's just move on [53:10] doctrine. Uh so let's let's just move on um to the next. Thank you Miss uh [53:13] um to the next. Thank you Miss uh Lapating. [53:15] Lapating. Um mga karulay a grace. [53:21] Um mga karulay a grace. Yes good evening po. [53:25] Yes good evening po. Okay. Numismatic versus Genesis Aquino. [53:31] Ah okay. So for this case attorney the [53:34] Ah okay. So for this case attorney the Philippine and Anticarian Society [53:37] Philippine and Anticarian Society Pilipinas is anstock nonprit domestic [53:40] Pilipinas is anstock nonprit domestic corporation [53:42] corporation organized under Philippine laws. It [53:44] organized under Philippine laws. It filed two separate actions between [53:46] filed two separate actions between before the RTC branch 24 in Manila. [53:49] before the RTC branch 24 in Manila. October 2009, Pinas initiated a case [53:52] October 2009, Pinas initiated a case seeking preliminary injunction against [53:56] seeking preliminary injunction against respondents Angelo Bernardo with a [53:58] respondents Angelo Bernardo with a complaint verified by respondents [54:00] complaint verified by respondents Eduardo Chua, Catalino Silanil and [54:03] Eduardo Chua, Catalino Silanil and Percipal Manuel who claim to be [54:05] Percipal Manuel who claim to be authorized attorneys in fact for a [54:08] authorized attorneys in fact for a secretary certificate attached to the [54:10] secretary certificate attached to the campaign petition respented by attorney [54:13] campaign petition respented by attorney Tugade subsequently on December 22, [54:16] Tugade subsequently on December 22, 2009, it filed anas filed Another uh [54:20] 2009, it filed anas filed Another uh complaint against Genesis Aquino and [54:22] complaint against Genesis Aquino and other respondents praying that a uh [54:24] other respondents praying that a uh membership meeting conducted by [54:26] membership meeting conducted by respondents on November 25, 2008 be [54:29] respondents on November 25, 2008 be declared null and void further uh [54:31] declared null and void further uh requesting a temporary training order or [54:33] requesting a temporary training order or preliminary injection to prevent [54:35] preliminary injection to prevent respondents from acting as officers. So [54:38] respondents from acting as officers. So this complaint was verified by attorney [54:41] this complaint was verified by attorney William William Villarial and petitioner [54:43] William William Villarial and petitioner was represented by uh Generina Monilio [54:47] was represented by uh Generina Monilio Shakolo office. On January 2010, the RTC [54:50] Shakolo office. On January 2010, the RTC confronted the conflicting claims over [54:52] confronted the conflicting claims over who represented Vinas. It issued a joint [54:54] who represented Vinas. It issued a joint order directing the parties to submit [54:56] order directing the parties to submit ple and evidence proving the authority [54:58] ple and evidence proving the authority to uh representas. Only some respondents [55:01] to uh representas. Only some respondents complied. Those respondents content that [55:04] complied. Those respondents content that attorney Villarial authority to file the [55:07] attorney Villarial authority to file the complaint signing. uh citing section 23 [55:09] complaint signing. uh citing section 23 of the corporation code rendering his [55:11] of the corporation code rendering his acts ultra vires on March 15, 2010, the [55:14] acts ultra vires on March 15, 2010, the RTC dismissed the case due to absence of [55:17] RTC dismissed the case due to absence of proof on the part of Attorney Villarial [55:20] proof on the part of Attorney Villarial attorney Villarial and the petitioner [55:22] attorney Villarial and the petitioner filed a petition for review. So the [55:24] filed a petition for review. So the issue here attorney is whether or not um [55:27] issue here attorney is whether or not um uh in upholding dismissal of [55:29] uh in upholding dismissal of interappropriate case as a lack of [55:32] interappropriate case as a lack of authority or if it wrongfully refused to [55:35] authority or if it wrongfully refused to treat a border solution as proof of [55:37] treat a border solution as proof of authority. So the ruling of the Supreme [55:40] authority. So the ruling of the Supreme Court says that it denied the petition [55:42] Court says that it denied the petition and affirmed the dismissal by the RTC [55:44] and affirmed the dismissal by the RTC and the CA. The court held that without [55:46] and the CA. The court held that without valid proof of authority from the board [55:48] valid proof of authority from the board of directors authorizing attorney [55:50] of directors authorizing attorney Villarial to represent Pinas and file [55:52] Villarial to represent Pinas and file the complaint the filing lack legal [55:54] the complaint the filing lack legal effect. The complaint was thus [55:56] effect. The complaint was thus rightfully dismissed for failure to [55:58] rightfully dismissed for failure to prosecute the case with the real party [56:00] prosecute the case with the real party and interest for ruled that procedural [56:02] and interest for ruled that procedural rules on the real party and interest and [56:04] rules on the real party and interest and corporate representation must be [56:05] corporate representation must be strictly observed and failure to comply [56:07] strictly observed and failure to comply justifies dism affirm that the dism [56:11] justifies dism affirm that the dism based on procedural grounds is proper [56:13] based on procedural grounds is proper given that the absence of proof of [56:14] given that the absence of proof of authority and declaration of petition [56:17] authority and declaration of petition without merit [56:21] um question [56:24] um question If assuming uh [56:28] If assuming uh it's a single person corporation, okay, [56:34] it's a single person corporation, okay, can the person [56:37] can the person sign the verification? [56:40] sign the verification? For example, you have one individual who [56:43] For example, you have one individual who incorporated the business, right? [56:46] incorporated the business, right? There's a he has he has now a business, [56:48] There's a he has he has now a business, a corporation, and he wants to file the [56:50] a corporation, and he wants to file the case and he signed it. There's no [56:53] case and he signed it. There's no bardresso. [56:58] What is the [57:00] What is the uh uh if you're the court, are you going [57:03] uh uh if you're the court, are you going to dismiss [57:05] to dismiss the petition, the complaint or are you [57:08] the petition, the complaint or are you going to entertain it? [57:19] Because a one person corporation is [57:21] Because a one person corporation is allowed now. [57:25] Mm. [57:32] >> If it's a single corporation [57:35] >> If it's a single corporation drawing blanks but I think if it's a [57:37] drawing blanks but I think if it's a single uh person corporation I think he [57:40] single uh person corporation I think he will be the one to sign the uh [57:42] will be the one to sign the uh verification. [57:43] verification. >> The verification. [57:46] >> The verification. Do you think it's [57:48] Do you think it's But if you're the court, are you going [57:50] But if you're the court, are you going to dismiss or are you going to [57:54] to dismiss or are you going to entertain? [57:57] Syempre magose mago-oppose yung [58:00] Syempre magose mago-oppose yung respondent ba sabi ng respondent [58:03] respondent ba sabi ng respondent magfa-file siya ng motion to dismiss. [58:06] magfa-file siya ng motion to dismiss. Okay? Based on um [58:11] failure to comply with the procedural [58:14] failure to comply with the procedural requirement. [58:16] requirement. I fear the court. How will you rule? [58:21] I fear the court. How will you rule? Um I will uh grant the pitch. [58:27] Um I will uh grant the pitch. >> You will grant grant [58:28] >> You will grant grant >> you will akala ko you will grant the [58:31] >> you will akala ko you will grant the motion to dismiss [58:35] ha. You will. So you will allow in [58:38] ha. You will. So you will allow in short. [58:38] short. >> I will allow at short. Yeah. I will. All [58:41] >> I will allow at short. Yeah. I will. All right, that's ano um by the way there's [58:43] right, that's ano um by the way there's no settle jurisprudence with respect to [58:46] no settle jurisprudence with respect to that. So, but I I understand I also I'm [58:51] that. So, but I I understand I also I'm also [58:55] the the that individual [58:59] the the that individual that soul incorporator can um sign the [59:03] that soul incorporator can um sign the verification and certification even [59:05] verification and certification even without a board. [59:08] without a board. Thank you. Next case. [59:18] Madronero [59:23] BPI versus Santiago. [59:27] BPI versus Santiago. >> Good evening po Attorney. Um am I [59:29] >> Good evening po Attorney. Um am I audible po? [59:31] audible po? >> Yes. [59:32] >> Yes. >> Okay po. sa in the case of BPI versus [59:36] >> Okay po. sa in the case of BPI versus pauses Santiago [59:39] pauses Santiago here the fact of this case is Centro Gen [59:42] here the fact of this case is Centro Gen incorporated which represented by its [59:44] incorporated which represented by its president Edwin Santiago and its [59:47] president Edwin Santiago and its stockholders spouses Ireneo and Liwanag [59:50] stockholders spouses Ireneo and Liwanag Santiago obtain loans from Far East Bank [59:52] Santiago obtain loans from Far East Bank and Trust Company uh a security spous [59:55] and Trust Company uh a security spous Santiago executed a real estate mortgage [59:58] Santiago executed a real estate mortgage over the parcel of land in Saos Santa [01:00:01] over the parcel of land in Saos Santa Cruz Laguna after The FTC merged with [01:00:04] Cruz Laguna after The FTC merged with the uh with bank of the Philippine [01:00:06] the uh with bank of the Philippine Islands or the BPI uh as with BPI as a [01:00:10] Islands or the BPI uh as with BPI as a surviving corporation [01:00:12] surviving corporation ic centrogen defaulted th BPI initiated [01:00:16] ic centrogen defaulted th BPI initiated the extrajudicial forclosure proceedings [01:00:19] the extrajudicial forclosure proceedings here um spiagoen [01:00:22] here um spiagoen filed a complaint for announment for the [01:00:24] filed a complaint for announment for the real estate mortgage damages and prayer [01:00:26] real estate mortgage damages and prayer for temporary restraining order and [01:00:29] for temporary restraining order and preliminary injunction to stop the [01:00:31] preliminary injunction to stop the forclosure [01:00:32] forclosure So the original summons were served to [01:00:34] So the original summons were served to the br on the branch manager of BPI [01:00:36] the br on the branch manager of BPI Santa Cruz Laguna branch and BPI moved [01:00:39] Santa Cruz Laguna branch and BPI moved to dismiss on the ground of lack of [01:00:40] to dismiss on the ground of lack of jurisdiction over its person arguing [01:00:42] jurisdiction over its person arguing that a branch manager is not among [01:00:44] that a branch manager is not among persons authorized under section 11 rule [01:00:47] persons authorized under section 11 rule 14 of the rules of court to receive [01:00:49] 14 of the rules of court to receive summons for corporation. So here the RTC [01:00:52] summons for corporation. So here the RTC denied the motion and issued a TRO order [01:00:55] denied the motion and issued a TRO order the service of the new summons and later [01:00:57] the service of the new summons and later granted the rate of preliminary [01:00:59] granted the rate of preliminary injunction. So the new sum was properly [01:01:01] injunction. So the new sum was properly served on DBI corporate secretary. [01:01:04] served on DBI corporate secretary. Uh the issue of this case is whether or [01:01:06] Uh the issue of this case is whether or not um uh the RTC acquired jurisdiction [01:01:11] not um uh the RTC acquired jurisdiction over the person of BPI when the original [01:01:13] over the person of BPI when the original summons was served upon the branch [01:01:15] summons was served upon the branch manager of Santa Cruz uh manager of [01:01:18] manager of Santa Cruz uh manager of Santa Cruz, Laguna. So here um the the [01:01:23] Santa Cruz, Laguna. So here um the the Supreme Court uh denied the petition uh [01:01:27] Supreme Court uh denied the petition uh by the DPI and affirmed the decision of [01:01:29] by the DPI and affirmed the decision of uh the court of appeals. [01:01:33] the the court the court held that [01:01:36] the the court the court held that service of summons on the corporation [01:01:38] service of summons on the corporation mustckly comply with section 11 rule 14 [01:01:42] mustckly comply with section 11 rule 14 of the rules of court that the summons [01:01:44] of the rules of court that the summons must be may only be served by the [01:01:47] must be may only be served by the following the president managing partner [01:01:50] following the president managing partner general manager corporate secretary [01:01:53] general manager corporate secretary treasurer inhouse council so here the [01:01:55] treasurer inhouse council so here the first who who [01:01:57] first who who think the someone is the branch manager [01:01:59] think the someone is the branch manager which is not included on the enumeration [01:02:02] which is not included on the enumeration so the service upon the branch manager [01:02:04] so the service upon the branch manager is therefore void and ineffectual and [01:02:07] is therefore void and ineffectual and does not bind the corporation however [01:02:10] does not bind the corporation however um however upon the issuance and the [01:02:13] um however upon the issuance and the proper service of the new somans on [01:02:15] proper service of the new somans on March 11 2003 before the r of [01:02:18] March 11 2003 before the r of preliminary injunction uh wassued on [01:02:21] preliminary injunction uh wassued on March 20 2003 uh it cured the defect [01:02:24] March 20 2003 uh it cured the defect that attended the service of the [01:02:26] that attended the service of the original summons and promptly and [01:02:28] original summons and promptly and accordingly cured which was um someone [01:02:31] accordingly cured which was um someone or which was served by the corporate [01:02:34] or which was served by the corporate secretary by the VPI corporate secretary [01:02:37] secretary by the VPI corporate secretary thus uh a case uh should not be [01:02:40] thus uh a case uh should not be dismissly because an original was [01:02:42] dismissly because an original was wrongfully served that's the case of BPI [01:02:51] this is a failure uh serving the sum to [01:02:55] this is a failure uh serving the sum to the branch manager so question If you [01:03:00] the branch manager so question If you serve the service of someone [01:03:03] serve the service of someone upon the [01:03:05] upon the inhouse council [01:03:09] and not the council of record, [01:03:13] and not the council of record, is it a valid service of Somons? [01:03:18] is it a valid service of Somons? >> Um yes po Attorney. as it is [01:03:23] >> Um yes po Attorney. as it is um as it uh enumerated in the section 11 [01:03:29] um as it uh enumerated in the section 11 rule 14 of the rules of pattern which [01:03:33] rule 14 of the rules of pattern which >> Oo sige sige um [01:03:36] >> Oo sige sige um please recite the that particular [01:04:10] You're unmute. [01:04:22] You're still on mute. [01:04:33] You're still on mute. Audible na po, attorney. [01:04:34] Audible na po, attorney. >> Yes. Yes. [01:04:40] >> Rule 14 sabi mo ba? [01:04:42] >> Rule 14 sabi mo ba? >> Yes. Pat. So service of [01:05:04] what's that? I can hear something in the [01:05:08] what's that? I can hear something in the background. Are you listening to [01:05:09] background. Are you listening to something? [01:05:12] something? I only need you to listen to me. [01:05:18] Serv when the defendant in corporation [01:05:21] Serv when the defendant in corporation partnership or association [01:05:24] partnership or association organized under the laws of the [01:05:25] organized under the laws of the Philippines with juridical personality [01:05:28] Philippines with juridical personality service may be on the president managing [01:05:30] service may be on the president managing partner general manager corporate [01:05:32] partner general manager corporate secretary treasurer or or inhouse [01:05:35] secretary treasurer or or inhouse council of the corporation whever they [01:05:38] council of the corporation whever they may be found or in their absence or [01:05:41] may be found or in their absence or unavailable on their secretaries [01:05:47] very [01:05:49] Ang tagal naman ng sagot na 'yon. [01:05:51] Ang tagal naman ng sagot na 'yon. Babasahin mo lang eh. [01:05:55] Babasahin mo lang eh. Ha? Sige, next case. [01:06:06] Marshall [01:06:08] Marshall the case of [01:06:11] the case of median container versus Metropolitan [01:06:13] median container versus Metropolitan Bank. [01:06:15] Bank. Good evening poorney. Uh with regard to [01:06:18] Good evening poorney. Uh with regard to this case po uh this is when Metroank [01:06:22] this case po uh this is when Metroank fil the complaint for the recovery of [01:06:24] fil the complaint for the recovery of some of money against Median Container [01:06:27] some of money against Median Container Corporation and spouses Carlos Le and F [01:06:30] Corporation and spouses Carlos Le and F le so in this case po uh the petitioners [01:06:34] le so in this case po uh the petitioners were accused of failing to pay an [01:06:36] were accused of failing to pay an outstanding loan balance exceeding 5 [01:06:39] outstanding loan balance exceeding 5 million. So sumons were issued to them [01:06:43] million. So sumons were issued to them and directed to MCC the corporation po [01:06:46] and directed to MCC the corporation po and address also to the spouses lay at a [01:06:49] and address also to the spouses lay at a certain house in San Juan, Metro Manila. [01:06:52] certain house in San Juan, Metro Manila. Uh on August 7 po attorney a process [01:06:55] Uh on August 7 po attorney a process server delivered the summons to MCC [01:06:57] server delivered the summons to MCC through Danilo who signed as the general [01:07:00] through Danilo who signed as the general manager while the summons to the spouses [01:07:02] manager while the summons to the spouses lay was successful due to their [01:07:05] lay was successful due to their non-residency at the given address. So [01:07:07] non-residency at the given address. So subsequently po attorney MCC filed to uh [01:07:11] subsequently po attorney MCC filed to uh filed a motion to dismiss the complaint [01:07:13] filed a motion to dismiss the complaint citing defective service of summons and [01:07:15] citing defective service of summons and improper verification or certification [01:07:18] improper verification or certification against uh the nonforum shopping [01:07:20] against uh the nonforum shopping claiming ONG was a former employee with [01:07:23] claiming ONG was a former employee with no authority to receive such summons po. [01:07:26] no authority to receive such summons po. So the issue at bar po with regards with [01:07:29] So the issue at bar po with regards with regard to the summons or the compliance [01:07:31] regard to the summons or the compliance with the rules of summon whether the [01:07:33] with the rules of summon whether the serving of the summons upon Danilo Ong [01:07:36] serving of the summons upon Danilo Ong who claimed the by MCC to be a former [01:07:40] who claimed the by MCC to be a former employee rather than a general manager [01:07:42] employee rather than a general manager was proper. So the Supreme Court held po [01:07:45] was proper. So the Supreme Court held po attorney that uh there was no valid [01:07:49] attorney that uh there was no valid ground to dismiss po uh based on their [01:07:53] ground to dismiss po uh based on their contention that the service of summon [01:07:55] contention that the service of summon was deemed insufficient. So with uh the [01:08:00] was deemed insufficient. So with uh the service of summon po attorney the court [01:08:02] service of summon po attorney the court held po that there was a substantial [01:08:05] held po that there was a substantial compliance demonstrated on the serving [01:08:07] compliance demonstrated on the serving of the summon. Then at the same time uh [01:08:10] of the summon. Then at the same time uh because in this case po attorney MCC uh [01:08:15] because in this case po attorney MCC uh contended that Danilo Ong was uh already [01:08:19] contended that Danilo Ong was uh already deemed resigned and he is no longer the [01:08:22] deemed resigned and he is no longer the general manager. So the evid when the [01:08:25] general manager. So the evid when the Supreme Court uh [01:08:28] Supreme Court uh looked upon and uh examined the evidence [01:08:32] looked upon and uh examined the evidence that were presented by MCC there was the [01:08:37] that were presented by MCC there was the resignation letter and the quit claim of [01:08:39] resignation letter and the quit claim of PO of ONG were mayor photocopies and not [01:08:42] PO of ONG were mayor photocopies and not original documents which we can their [01:08:44] original documents which we can their argument in this uh case po attorney. So [01:08:48] argument in this uh case po attorney. So there is a presumption of the valid uh [01:08:51] there is a presumption of the valid uh delivering of the summons to MCC. And uh [01:08:56] delivering of the summons to MCC. And uh on the issue po with the authority of uh [01:09:00] on the issue po with the authority of uh Attorney Mendoza. So it was actually the [01:09:04] Attorney Mendoza. So it was actually the verification of the uh [01:09:09] verification of the uh after he signed the resolution there was [01:09:11] after he signed the resolution there was a verification po that was sufficient to [01:09:13] a verification po that was sufficient to cure any defect as a form of [01:09:15] cure any defect as a form of ratification with the authority po [01:09:17] ratification with the authority po authorizing attorney Mendoza po for the [01:09:20] authorizing attorney Mendoza po for the MCC on and for behalf for and on behalf [01:09:24] MCC on and for behalf for and on behalf of MCC. So that is the case point. [01:09:27] of MCC. So that is the case point. Okay. What is the effect if there is a [01:09:31] Okay. What is the effect if there is a an invalid service of summons? [01:09:35] an invalid service of summons? >> Uh if there is an invalid service of [01:09:37] >> Uh if there is an invalid service of summon po attorney uh with regard to [01:09:40] summon po attorney uh with regard to civil cases then the court uh did not uh [01:09:46] civil cases then the court uh did not uh acquire jurisdiction over the [01:09:48] acquire jurisdiction over the partiesally [01:09:50] partiesally when it comes to the [01:09:55] Um [01:09:58] okay [01:10:00] okay next case. [01:10:05] Mendoza [01:10:09] >> gooding po Carne [01:10:13] the last case Carson Realty Management [01:10:15] the last case Carson Realty Management Corporation versus Red Robin. [01:10:19] Corporation versus Red Robin. >> Yes. Attorney uh attorney in this case [01:10:21] >> Yes. Attorney uh attorney in this case uh the facts of the case who responded [01:10:23] uh the facts of the case who responded fil the sum of money and damages cases [01:10:27] fil the sum of money and damages cases against carson realty initial summon was [01:10:29] against carson realty initial summon was served to stop assistant uh not [01:10:31] served to stop assistant uh not authorized officer and Carson through [01:10:35] authorized officer and Carson through council filed appearance and motion [01:10:37] council filed appearance and motion acknowledged receip of summons and ask [01:10:39] acknowledged receip of summons and ask for extension to file answer instead of [01:10:43] for extension to file answer instead of answering carson fil motion to dismiss [01:10:46] answering carson fil motion to dismiss So um [01:10:49] So um there are subsequent attempts to serve [01:10:51] there are subsequent attempts to serve the summon. So several failed attempts [01:10:53] the summon. So several failed attempts to serve the corporate officers [01:10:54] to serve the corporate officers eventually summons was served via [01:10:56] eventually summons was served via substituted service on a like a [01:10:59] substituted service on a like a receptionist authority. So um [01:11:03] receptionist authority. So um the case uh the RTC actions declared [01:11:06] the case uh the RTC actions declared Carson in default [01:11:09] Carson in default um [01:11:14] and but the RTC [01:11:18] and but the RTC um whether the jurisdiction over Carson [01:11:21] um whether the jurisdiction over Carson and whether Carson was properly declared [01:11:23] and whether Carson was properly declared uh in default uh the rule [01:11:27] uh in default uh the rule of the court where the petition is [01:11:30] of the court where the petition is denied the decision August 2015 and [01:11:34] denied the decision August 2015 and resolution dated June 8 2016 of the [01:11:36] resolution dated June 8 2016 of the court of baptis uh in CA uh are aff [01:11:42] court of baptis uh in CA uh are aff at [01:12:04] was there voluntary [01:12:06] was there voluntary voluntary sub uh submission to the [01:12:10] voluntary sub uh submission to the court's jurisdiction in this case [01:12:13] court's jurisdiction in this case yes attorney uh [01:12:16] yes attorney uh by uh [01:12:18] by uh as attorney ah [01:12:22] filed [01:12:27] saka [01:12:32] yes authority because uh [01:12:34] yes authority because uh ah uh they they go to the court to file [01:12:38] ah uh they they go to the court to file um motion for extend [01:12:52] Yes. So it's a motion of extension for [01:12:55] Yes. So it's a motion of extension for additional time. So that is seeking um [01:12:59] additional time. So that is seeking um >> um affirmative relief before the court. [01:13:03] >> um affirmative relief before the court. If you are seeking for an affirmative [01:13:05] If you are seeking for an affirmative relief before the court then that is uh [01:13:09] relief before the court then that is uh a sign that you're already submitting [01:13:10] a sign that you're already submitting yourself to the court's jurisdiction. [01:13:14] yourself to the court's jurisdiction. >> Okay. For [01:13:17] >> Okay. For motion [01:13:19] motion and acknowledge of summon attorney. [01:13:22] and acknowledge of summon attorney. >> Thank you Mr. Mendoza. [01:13:25] >> Thank you Mr. Mendoza. So that's the last case for the power to [01:13:28] So that's the last case for the power to sue and visued. Take note that most of [01:13:31] sue and visued. Take note that most of the cases that weve discussed under this [01:13:34] the cases that weve discussed under this section deals with procedural matters. [01:13:38] section deals with procedural matters. If you've studied civil procedure, all [01:13:40] If you've studied civil procedure, all of them are in your rules. And um [01:13:45] of them are in your rules. And um it's also the rules are [01:13:48] it's also the rules are um well aligned with the corporate law [01:13:50] um well aligned with the corporate law principles. Okay. corporate law [01:13:53] principles. Okay. corporate law principles on uh centralized management, [01:13:57] principles on uh centralized management, the theory of concession and the um the [01:14:02] the theory of concession and the um the delegation of authority of the board of [01:14:05] delegation of authority of the board of of uh of the board of directors. So [01:14:10] of uh of the board of directors. So next meeting we will be discussing um [01:14:13] next meeting we will be discussing um other powers of a corporation [01:14:17] other powers of a corporation and [01:14:19] and there are only five cases there. [01:14:24] Okay. But um take note the SEC of the [01:14:29] Okay. But um take note the SEC of the SEC opinions. Okay. I don't I don't have [01:14:34] SEC opinions. Okay. I don't I don't have to um call everyone okay for for you to [01:14:40] to um call everyone okay for for you to recite the SEC opinion but I might ask [01:14:44] recite the SEC opinion but I might ask okay questions about them okay so for [01:14:47] okay questions about them okay so for example if it's [01:14:50] example if it's about um [01:14:52] about um a power of a corporation to enter into a [01:14:55] a power of a corporation to enter into a joint venture agreement okay that's [01:14:58] joint venture agreement okay that's included in one of those SEC opinions. [01:15:01] included in one of those SEC opinions. So I might ask um I must I will include [01:15:04] So I might ask um I must I will include that for recitations [01:15:07] that for recitations um on Saturday and then take note of [01:15:11] um on Saturday and then take note of codal provisions. So make sure you study [01:15:15] codal provisions. So make sure you study the codal provisions for sections 35 [01:15:18] the codal provisions for sections 35 until section [01:15:21] until section 44. [01:15:23] 44. Okay. [01:15:25] Okay. And then um [01:15:30] by that time weve finished discussing [01:15:34] by that time weve finished discussing the powers of corporations [01:15:36] the powers of corporations except the cases under item G. [01:15:41] except the cases under item G. Okay. So, um we'll just reserve that on [01:15:45] Okay. So, um we'll just reserve that on another day if we if you're not able to [01:15:48] another day if we if you're not able to finish. But just take note, just be [01:15:51] finish. But just take note, just be ready because the item F and item G [01:15:56] ready because the item F and item G deals with the powers of a corpor all of [01:15:58] deals with the powers of a corpor all of the powers of of a corporation that [01:16:01] the powers of of a corporation that sections 35 to 44. Um there might we [01:16:05] sections 35 to 44. Um there might we might there's a chance that we might um [01:16:08] might there's a chance that we might um cross to item G's cases. [01:16:16] So we will be discussing that on [01:16:18] So we will be discussing that on Saturday. [01:16:19] Saturday. Any questions so far? [01:16:23] >> No questions at Thank you po. [01:16:27] >> No questions at Thank you po. Um [01:16:29] Um have you because I I've requested for [01:16:32] have you because I I've requested for one more uh makeup class session [01:16:37] one more uh makeup class session are [01:16:39] are I just need one more before your [01:16:40] I just need one more before your midterms. So the midterms is scheduled [01:16:47] midterms. So the midterms is scheduled on April [01:16:50] on April 20. Am I correct? [01:16:54] 20. Am I correct? On the week of April 20 to 24. Am I [01:16:58] On the week of April 20 to 24. Am I correct? [01:17:02] >> Um yes. Attorney based on the calendar [01:17:04] >> Um yes. Attorney based on the calendar po given by JMC. [01:17:05] po given by JMC. >> Okay. So we will not be meeting on the [01:17:07] >> Okay. So we will not be meeting on the 18th. [01:17:09] 18th. So technically we have 11 4 [01:17:17] we won't be [01:17:19] we won't be won be meeting on the fourth [01:17:22] won be meeting on the fourth right? So it's 28 [01:17:28] and 11th so that's why I need one more. [01:17:32] and 11th so that's why I need one more. The total of three. [01:17:36] Okay. And then that will be the coverage [01:17:38] Okay. And then that will be the coverage of your midterms. [01:17:40] of your midterms. So most likely the coverage of your [01:17:42] So most likely the coverage of your midterms will be until item [01:17:46] midterms will be until item h. [01:17:57] Okay. [01:18:01] And um [01:18:03] And um you just agree amongst yourselves. Okay. [01:18:05] you just agree amongst yourselves. Okay. If um when's the next class, right? [01:18:11] If um when's the next class, right? >> Happy po Attney. [01:18:13] >> Happy po Attney. >> Okay. [01:18:13] >> Okay. >> Thank you attorney. [01:18:15] >> Thank you attorney. >> Oo. So if there are no more questions [01:18:17] >> Oo. So if there are no more questions I'll um dismiss the class. Thank you. [01:18:21] I'll um dismiss the class. Thank you. See you on Saturday. [01:18:24] See you on Saturday. Thank