CREATIVE CONCEPTS, INC., PETITIONER, VS. EVERBEST GRAPHIC SYSTEMS, INC. REP. BY YOLANDA V. VIZMANOS, RESPONDENT.
GARCIA, R. R. J.:
On June 18, 2009, respondent Everbest Graphic Systems, Inc. (Everbest, for brevity) filed a Complaint[3] for Sum of Money against petitioner Creative Concepts, Inc. (Creative Concepts, for brevity). It averred that it is a domestic corporation engaged in the business of lithography and color separation services. On various occasions from March 25, 2004 until January 31, 2007, it rendered lithography and color separation services for petitioner Creative Concepts valued at P104,115.11, as evidenced by nine (9) Sales Invoices[4]. Petitioner Creative Concepts, however, failed to pay the same despite demand[5] to do so. Hence, the instant complaint where respondent Everbest prays for the award of P104,115.11 with interest of 25% per annum as actual damages; and 10% of the total amount due and collectible as attorney’s fees plus P3,000.00 per court appearance fee.
The complaint attached a Secretary’s Certificate[6] dated May 26, 2009 wherein corporate secretary Atty. Phydias Emmanuel R. Ramos certified that during the special meeting of the board of directors held on April 25, 2009, respondent Everbest appointed Yolanda Vizmanos and/or the law firm of Pamaran Ramos and Partners as its attorneys-in-fact to file a civil action for sum of money against petitioner Creative Concepts. The appointed attorney-in-fact was given the full power and authority to sign, receive for and in behalf of the corporation and bind the same in any matter relevant to the cause of action of respondent Everbest, among other things. The full text of the Secretary’s Certificate is quoted:
SECRETARY’S CERTIFICATE
KNOW ALL MEN BY THESE PRESENTS:
This is to certify that during the special meeting of the Board of Directors on April 25, 2009, the following resolution was adopted and duly approved to wit:
“RESOLVED AS IT IS HEREBY RESOLVED, that the Board of Directors’ of EVERBEST GRAPHIC SYSTEMS, INC., do hereby appoint YOLANDA V. VIZMANOS and/or the law firm PAMARAN RAMOS & PARTNERS or any of its lawyer to file/initiate a civil action against Creative Concept.”
This Resolution also grants upon aforementioned person the authority to testify and represent the corporation in the ensuing Pre-Trial and Trial of the case; with full power and authority to do and perform or consider, among others, the following acts:
- To enter into plea bargaining and an amicable settlement or of submission to arbitration;
- The implication of issues;
- The necessity or desirability of amendments of the pleadings;
- The possibility of obtaining stipulations or admissions of facts and documents;
- The limitation of the number of witnesses;
- The advisability of preliminary reference to issues to a commissioner;
- To sign, receive for and in behalf of the corporation and bind the same in any matter relevant to the cause of action of the herein plaintiff corporation;
- Other matters mentioned under Rule 18 Sec. 2 of the new Rules of Court;
- Such other matter as may aid in prompt disposition of the action.
IN WITNESS WHEREOF, I hereunto affixed my signature this 26 MAY 2009 at Makati City. [Emphasis supplied]
[SGD.] ATTY. PHYDIAS EMMANUEL R. RAMOS
Corporate Secretary
In its defense[7], petitioner Creative Concepts prayed that the complaint be dismissed for failure to state a cause of action as the allegations therein were vague and general. Moreover, the invoices attached by respondent Everbest have no probative value. Petitioner Creative Concepts likewise assailed the authority of respondent Everbest’s attorney-in-fact Yolanda Vizmanos to sign the Verification and Certification against Non-Forum Shopping attached to the complaint. The Secretary’s Certificate dated May 26, 2009 did not specifically authorize respondent Everbest’s attorney-in-fact to file the instant complaint or to sign the verification and certification against forum shopping. Petitioner Creative Concepts sought, by way of counterclaim, the award of P100,000.00 as actual damages; P100,000.00 as exemplary damages; and P100,000.00 as attorney’s fees.
In a Decision[8] dated July 31, 2012, the MeTC found petitioner Creative Concepts liable to pay respondent Everbest the amount of P104,115.11. Contrary to the averment of petitioner Creative Concepts, the complaint for sum of money filed by respondent Everbest had sufficiently established a cause of action. The MeTC brushed aside the asseveration of petitioner Creative Concepts that respondent Everbest’s attorney-in-fact Yolanda Vizmanos was not authorized to file the complaint and to sign the verification and certification against non-forum shopping. A plain reading of the Secretary’s Certificate dated May 26, 2009 would show that not only was attorney-in-fact Yolanda Vizmanos given the authority to file the instant case, she was likewise authorized to sign in behalf of respondent Everbest in any matter relevant to its cause of action. The pertinent portions of the assailed decision read:
As regard defendant’s allegation on lack of authority of the person who instituted the case, likewise, the same has no merit. x x x
In order to sustain a dismissal on the ground of lack of cause of action, the deficiency must appear on the face of the complaint. And the test of the sufficiency of the facts alleged in the complaint to constitute a cause of action is whether or not, committing the facts alleged in the complaint to constitute a cause of action is whether or not, admitting the facts alleged, the court can render a valid judgment thereon in accordance with the prayer of the complaint. After a careful perusal of the allegations in the plaintiff’s complaint for sum of money, this Court rule that the same states a cause of action. When plaintiff sued defendant for sum of money, defendant had violated the right of plaintiff from which a cause of action had arisen. Plaintiff performed its obligation with the defendant when it delivered its goods and services to herein defendant, as evidence[d] by the sales invoices duly acknowledge[d] by he defendant’s representative; and despite receipt of the demand, defendant refused to pay the said obligation on its due date, hence, defendant had violated the right [of] the plaintiff to what is due to it.
x x x
The Secretary’s Certificate issued by the Corporate Secretary has sufficiently authorized Ms. Yolanda Vizmanos to file a sum of money case against the defendant and explicitly authorizes her to sign documents in behalf of the corporation.
Thus based on the evidence presented, after acknowledging receipt of the goods and services from the plaintiff, defendant is obliged to comply with its undertaking, that is to pay the corresponding fee. Due to defendant’s failure to pay/comply with its contractual obligation, plaintiff is justified in filing this case. Furthermore, defendant never denied the existence of the invoices attached to the complaint.
x x x
WHEREFORE, premises considered, judgment is hereby rendered in favor of the plaintiff and [against] the defendant. Accordingly, defendant Creative Concept Inc. is hereby ordered to pay plaintiff, the following amounts:
- To pay plaintiff the principal amount of One Hundred Four Thousand One Hundred Fifteen [and] 11/100 Pesos (Php104,115.11) plus interest of 12% per annum starting June 16, 2009, date when this case was filed.
- To pay plaintiff attorney’s fees in the amount of Five Thousand Pesos (Php5,000.00); and
- Costs of suit.
Defendant’s counterclaim is denied, for lack of merit.
SO ORDERED.[9]
Petitioner Creative Concepts filed an appeal before the court a quo, but this was denied for lack of merit in a Decision[10] dated January 28, 2013. It affirmed the ruling of the MeTC that the complaint filed by respondent Everbest sufficiently stated a cause of action and that the Secretary’s Certificate had sufficiently authorized attorney-in-fact Yolanda Vizmanos to file the instant case as well as to sign the verification and certification against forum shopping in behalf of respondent Everbest.
Aggrieved, petitioner Creative Concepts filed the instant Petition for Review raising the following ASSIGNMENT OF ERRORS[11], to wit:
I
THE COURT A QUO SERIOUSLY ERRED IN NOT DISMISSING OUTRIGHT THE INSTANT COMPLAINT ON THE GROUND THAT ATTORNEY-IN-FACT YOLANDA VIZMANOS HAS NO AUTHORITY TO SIGN THE VERIFICATION AND CERTIFICATION AGAINST FORUM SHOPPING; AND
II
THE COURT A QUO ERRED IN FINDING THAT PETITIONER CREATIVE CONCEPTS IS LIABLE TO RESPONDENT EVERBEST CONSIDERING THAT THE COMPLAINT FAILED TO STATE FACTS SUFFICIENT TO CONSTITUTE A CAUSE OF ACTION AGAINST PETITIONER CREATIVE CONCEPTS.
THE ISSUE
The focal issue in this case is whether or not the court a quo correctly found petitioner Creative Concepts liable to pay respondent Everbest the amount of P104,115.11 as actual damages.
THE RULING
The petition is bereft of merit.
Petitioner Creative Concepts contends that the court a quo erred in not dismissing respondent Everbest outright since attorney-in-fact Yolanda Vizmanos who signed the verification and certification against non-forum shopping was not specifically authorized to do so.
We do not agree.
At the onset, it must be stressed that the verification of a pleading is formal, not jurisdictional. Such requirement is simply a condition affecting the form of the pleading, non-compliance therewith does not necessarily render the pleading fatally defective. Verification is simply intended to secure an assurance that the allegations in the pleading are true and correct and not the product of the imagination or a matter of speculation, and that the pleading is filed in good faith. The court may order the correction of the pleading if the verification is lacking or act on the pleading although it is not verified, if the attending circumstances are such that strict compliance with the rules may be dispensed with in order that the ends of justice may thereby be served.[12]
On the other hand, the lack of certification against non-forum shopping is generally not curable by mere amendment of the complaint, but shall be a cause for the dismissal of the case without prejudice. The same rule applies to certifications against non-forum shopping signed by a person on behalf of a corporation which are unaccompanied by proof that said signatory is authorized to file the complaint on behalf of the corporation.[13] Only individuals vested with authority by a valid board resolution may sign the certificate of non-forum shopping on behalf of a corporation. Proof of such authority must be attached. Failure to provide a certificate of non-forum shopping is a sufficient ground to dismiss the petition. Likewise, the action is subject to dismissal if the certification was submitted unaccompanied by proof of signatory’s authority.[14]
The MeTC and the court a quo were both correct in finding that attorney-in-fact Yolanda Vizmanos was authorized to sign the verification and certification against forum shopping.
In order to prove the authority of attorney-in-fact Yolanda Vizmanos to sign the verification and certification against forum shopping, respondent Everbest attached the Secretary’s Certificate dated May 26, 2009. Contrary to petitioner Creative Concepts’ asseveration, the subject Secretary’s Certificate clearly and expressly authorized attorney-in-fact Yolanda Vizmanos not only to file the instant action against petitioner Creative Concepts, but also to sign the certification against forum shopping. Paragraph 8 thereof expressly states that she is vested the authority to “sign, receive for and in behalf of the corporation and bind the same in any matter relevant to the cause of action of the herein plaintiff corporation”[15].
The case cited by petitioner Creative Concepts, that is, Metropolitan Cebu Water District vs. Margarita A. Adala[16] finds no application in the case at bench. The attorney-in-fact therein, while given a blanket authority to file cases in behalf of the principal corporation, was not given any authority to sign any verification and certification against forum shopping or any document of whatever nature. In contrast with the case at bench, attorney-in-fact Yolanda Vizmanos was specifically allowed to sign documents in behalf of petitioner Creative Concepts.
In any case, it must also be stated that the submission of a certificate against forum shopping, while obligatory, is not jurisdictional. The rules thereto may be relaxed on grounds of substantial compliance or special circumstance or compelling reasons.[17] Thus, in Ateneo de Naga University vs. Manalo[18], the Supreme Court allowed the certification of forum shopping wherein the proof of authority of the signatory thereto was put forward belatedly. We quote:
Considering the foregoing, this Court finds Fr. Tabora to be duly authorized to sign on behalf of petitioners the verification attached to their petition for certiorari, and, for the same reason, the certification against forum shopping.
It appearing that Fr. Tabora was, in fact, a duly authorized signatory, it can be said that there was at least substantial compliance with, and that there was no attempt to ignore, the prescribed procedural requirements. The delay in the presentation of the documents showing the authority of Fr. Tabora to sign on behalf of petitioners cannot be allowed to defeat the petition for certiorari filed with the Court of Appeals. By the time the Court of Appeals resolved to uphold its dismissal of the petition as to them, they had already submitted proof of their conferment upon Fr. Tabora of the authority to sign the verification and certification against forum shopping. Such dismissal exalts technicality over substantial right, which this Court cannot countenance.
Time and again, this Court has held that rules of procedure are established to secure substantial justice. Being instruments for the speedy and efficient administration of justice, they must be used to achieve such end, not to derail it. In particular, when a strict and literal application of the rules on non-forum shopping and verification will result in a patent denial of substantial justice, these may be liberally construed.
Moreover, as regards the certification against forum shopping, this Court has relaxed, under justifiable circumstances, the rule requiring the submission of such certification considering that although it is obligatory, it is not jurisdictional. This Court has also applied the rule of substantial compliance under justifiable circumstances with respect to the contents of the certification. If this Court has, in previous rulings, allowed the belated filing of the certification against forum shopping for compelling reasons, with more reason should it sanction the timely submission of such certification albeit the proof of authority of the signatory was put forward only after.
The outright dismissal of the petition for certiorari as far as petitioners are concerned would defeat the administration of justice and result in a patent denial of substantial justice. x x x
The ends of justice are better served when cases are determined on the merits — after all parties are given full opportunity to ventilate their causes and defenses — rather than on technicality or some procedural imperfections. Accordingly, the petition for certiorari before the Court of Appeals should be reinstated for proper determination of the substantive issues. [Emphasis supplied]
The second error raised by petitioner Creative Concepts, that is, that the complaint filed by respondent Everbest failed to state a cause of action, also deserves scant consideration.
Failure to state a cause of action refers to the insufficiency of the pleading, and is a ground for dismissal under Rule 16 of the Rules of Court.[19] When a motion to dismiss is premised on this ground, the ruling thereon should be based only on the facts alleged in the complaint. The court must resolve the issue on the strength of such allegations, assuming them to be true. The test of sufficiency of a cause of action rests on whether, hypothetically admitting the facts alleged in the complaint to be true, the court can render a valid judgment upon the same, in accordance with the prayer in the complaint.[20]
In this case, the complaint alleged that on various occasions, respondent Everbest rendered services for lithographics and color separation in favor of petitioner Creative Concepts, which amounted to P104,115,11, as evidenced by various sales invoices therefor; that petitioner Creative Concepts failed and refused to pay the same despite demand; and that because of petitioner Creative Concepts unjust refusal to pay the same, respondent Everbest was compelled to litigate and incurred costs by way of attorney’s fees. From the allegations alone, it is clear that a cause of action is present in the complaint filed with the MeTC.
It may also be well to point out that petitioner Creative Concepts did not specifically deny having engaged the services of respondent Everbest for lithography and color separation for the period of March 25, 2004 until January 31, 2007, as evidenced by nine (9) Sales Invoices[21] therefor, accumulating in the total amount of P104,115.11. Petitioner Creative Concepts also did not deny that it failed to pay the same. Resultantly, the MeTC correctly ordered petitioner Creative Concepts to pay the said amount.
The award of P5,000.00 as attorney’s fees must likewise be sustained. Article 2208 of the Civil Code allows attorney’s fees to be awarded by a court when its claimant is compelled to litigate with third persons or to incur expenses to protect his interest by reason of an unjustified act or omission of the party from whom it is sought.
Based on the foregoing premises, We find to reason to reverse or modify the assailed decisions.
WHEREFORE, premises considered, the appeal is hereby DENIED. The Decision[22] dated January 28, 2013 of the Regional Trial Court, Branch 57, Makati City is AFFIRMED.
SO ORDERED.
De Guia-Salvador, R., (Chairperson), and Bueser, D. Q., JJ., concur.
[1] Penned by Presiding Judge Honorio E. Guanlao, Jr., Annex A of the Petition for Review, Rollo, pp 20-21a.
[2] Penned by Presiding Judge Barbara Aleli H. Briones, Annex C of the Petition for Review, Rollo pp 23-26.
[3] Rollo, pp 28-29.
[4] Rollo, pp 31-39.
[5] Rollo, p 40.
[6] Annex D-1, Rollo, p 30.
[7] Answer and Compulsory Counterclaims, Annex E to the Petition for Certiorari, Rollo, pp 41-47.
[8] Supra, note 2.
[9] Id., pp 24-26.
[10] Supra, note 1.
[11] Rollo, p 6.
[12] BPI vs. Court of Appeals, G.R. No. 170625, October 17, 2008.
[13] Republic of the Philippines. G.R. No. 161838, April 7, 2010.
[14] Ibid.
[15] Paragraph 8, Annex D-1, Rollo, p 30.
[16] G.R. No. 168914, July 4, 2007.
[17] Mamaril vs. CSC, G.R. No. 164929, April 10, 2006.
[18] G.R. No. 160455, May 9, 2005.
[19] Macaslang vs. Spouses Zamora, G.R. No. 156275, May 20, 2011.
[20] Heirs of Maramag vs. Maramag, G.R. No. 181132, June 5, 2009.
[21] Rollo, pp 31-39.
[22] Supra, note 1.