Republic of the Philippines, represented by
obligations as provided in the contract.
Dante Quindoza, in his capacity as Zone
Administrator of the Bataan Economic Zone v
Coalbrine International Philippines, Inc. v
Sheila F. Neri
April 7, 2010
Peralta, J.
Short version: Neri, the managing director of the hotel, filed
an action in the RTC against PEZA and the Bataan Economic
Zone. The SC held that the case should be dismissed. The real
party in interest was the hotel because the damage was done
to it and not to Neri. If the real party in interest is a corporate
body, an officr of the corporation can sign the certification
against forum shopping so long as he has been duly
authorized by a resolution of its board of directors. There was
no such authority in this case.
Facts:
 The Export Processing Zone Authority (EPZA), predecessor
of the Philippine Economic Zone Authority (PEZA), is the
owner of the Bataan Hilltop Hotel and Country Club, located
at the Bataan Export Processing Zone, Mariveles, Bataan.
Dante M. Quindoza is the Zone Administrator of the Bataan
Economic Zone.
 The EPZA and Coalbrine International Philippines, Inc.
entered into a contract in which Coalbrine would rehabilitate
and lease the Bataan Hilltop Hotel, Golf Course and
Clubhouse for 25 years, which commenced on January 1,
1994, and renewable for another 25 years at the option of
Coalbrine. Sheila F. Neri was the Managing Director of the
hotel.
 The PEZA Board passed Resolution No. 96-231 rescinding
the contract to rehabilitate and lease, on the ground of
Coalbrine's repeated violations and non-performance of its
 Coalbrine filed with the RTC a Complaint for specific
performance with prayer for the issuance of a TRO and/or
writ of preliminary injunction with damages against PEZA
and/or Bataan Economic Zone.
 While that first complaint was pending, Coalbrine and Neri
filed with the RTC a Complaint for damages with prayer for
the issuance of a TRO and/or writ of preliminary
prohibitory/mandatory injunction against Zone
Administrator Quindoza. Coalbrine alleged that Quindoza
harassed the hotel's operations by causing the excavation of
the only road leading to the hotel, by placing a big "ROAD
CLOSED" sign near the hotel, etc., etc.
 Administrator Quindoza, through the Solicitor General, filed a
Motion to Dismiss, which was denied.
 The Republic of the Philippines, represented by Dante
Quindoza, in his capacity as Zone Administrator of the Bataan
Economic Zone, filed with the CA a petition for certiorari
under Rule 65 seeking to annul the RTC Orders..
 The CA dismissed the petition for certiorari.
Issue: Did Neri have authority to file the complaint for damages
in the RTC?
Ratio:
1) The Republic claims that respondent Neri's signature in the
verification and certification against non-forum shopping
attached to the complaint filed by respondents in the RTC
was defective, since there was no proof of her authority to
institute the complaint on behalf of the corporation; and that
respondent Neri is not a real party-in-interest.
2) The SC agrees!!!
3) Neri is not a real party in interest. "Interest" means material
interest, an interest in issue and to be affected by the decree,
 as distinguished from mere interest in the question involved, was authorized by the corporate secretary to file the case on
or a mere incidental interest. behalf of Coalbrine as she claimed. More importantly, while
4) A reading of the allegations in the complaint shows that the she testified that she was authorized by the corporate
acts complained of and said to have been committed by the secretary, there was no showing that there was a valid board
Republic against respondents have solely affected the hotel's resolution authorizing the corporate secretary to file the
operations where Neri was the hotel's Managing Director and action, and to authorize respondent Neri to file the action. In
whose interest in the suit was incidental. Thus, we find that fact, such proof of authority had not been submitted even
respondent Neri has no cause of action. Consequently, the belatedly to show subsequent compliance.
plaintiff in this case would only be Coalbrine. 9) As to respondents' claim that petitioner Republic of the
5) A corporation has no power, except those expressly Philippines was not a party to the civil case subject of this
conferred on it by the Corporation Code and those that are petition since Administrator Quindoza was the sole
implied or incidental to its existence. In turn, a corporation defendant therein and, thus, has no personality to file this
exercises said powers through its board of directors and/or petition, their claim is not persuasive.
its duly authorized officers and agents.Thus, it has been 10) Thus, the RTC committed grave abuse of discretion
observed that the power of a corporation to sue and be sued amounting to lack of jurisdiction when it failed to consider
in any court is lodged with the board of directors that the lack of proof of authority of respondent Neri to file the
exercises its corporate powers. In turn, physical acts of the action on behalf of the corporation as we have discussed
corporation, like the signing of documents, can be performed above.
only by natural persons duly authorized for the purpose by
corporate by-laws or by a specific act of the board of Petition granted. CA decision reversed and case filed by Neri
directors. in the RTC is dismissed.
6) Coalbrine is a corporation. However, when Neri filed the
complaint in the RTC, there was no proof that she was
authorized to sign the verification and the certification
against non-forum shopping.
7) 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 also be
attached. Failure to provide a certificate of non-forum
shopping is sufficient ground to dismiss the petition.
Likewise, the petition is subject to dismissal if a certification
was submitted unaccompanied by proof of signatory's
authority.
8) The authority of respondent Neri to file the complaint in the
RTC had not been proven. The certification against non-
forum shopping did not even contain a statement that she
Recreation and Amusement Association of the
Philippines vs City of Manila, et al, G.R. No. L-7922
Facts:
Petitioner filed a complaint in the Court of First
Instance of said City praying that a preliminary injunction be
issued to restrain the City Mayor and the Treasurer from
enforcing Ordinance No. 3628 for being unconstitutional,
and further praying by way of mandamus that the latter be
compelled to issue permits and licenses to the members of
the said corporation.
Issue:
WON the grant or withholding of municipal licenses
and permits can be controlled by mandamus.
Held:
No. The City Mayor has discretionary power to issue
or refuse the issuance of a license or permit. Mandamus
cannot lie with regards to discretionary functions.
In the complaint filed with the lower court, plaintiff alleged that it
was a non-stock corporation duly organized and existing in
accordance with the laws of the Philippines. Subsequent inquires
from the Securities and Exchange Commission and the Bureau of
Commerce disclosed that the Recreation and Amusement
Association of the Philippines, Inc., is not registered and does not
appear in the files of said Offices. Most probably, owners and
operators of such pin-ball machines met, put up their set of
officers and thus an association was formed, after which they
merely folded their arms and exerted no further effort to
effectuate the necessary registration that would bestow juridicial
personality upon it. The right to be and to act as a corporation is
not a natural or civil right any person; such right as well as the
right to enjoy the immunities and privileges resulting from
incorporation constitute a franchise and a corporation, therefore
cannot be created except by or under a special authority from the
state (Vol. II, Tolentino's Commentaries and Jurisprudence on the
Commercial Law of the Philippines, p. 734). When there is no
legal organization of a corporation, the association of a group of
men for business or other endeavors does not absorb the
personality of the group and merge it into the personality of
another separate and independent entity which is not given
corporate life by the mere formation of the group. Such
conglomeration of persons is incompetent to act as a corporation,
cannot create agents, or exercise by itself authority in its behalf.
(See Fay vs. Noble, 7 Cushing (Mass.) 188.)
Section 1-(c), Rule 8 of the Rules of Court provides for the
grounds upon which an action may be dismissed upon motion of
defendant and one of them is "that the plaintiff has no legal
capacity to sue." The City Fiscal rightly capitalized on this basis
because as far as the Court was concerned, appellant herein,
being an association not organized as a juridicial entity, did not
possess the personality to conduct or maintain an action. The
term "lack of legal capacity to sue" means either that the plaintiff
does not have the necessary qualifications to appear in the case .
. . or when he does not have the character or representation
which he claims, as, when he is not a duly appointed executor or
administrator of the estate he purports to represent, or that the
plaintiff is not a corporation duly registered in accordance with
law. (I Moran's Comments on the Rules of Court, p. 168, 1952
ed.)
It may be argued that under the law plaintiff could be considered
as a civil association, but in this case plaintiff-appellant does not
claim to be a civil association but a corporation and as such it has
no capacity to sue.
If from the records of the case We shall find, as We do: (1) that
plaintiff has no legal capacity to sue; (2) that the complaint states
no cause of action; and (3) that a proper and adequate
interpretation of section 18, paragraph (1) and (kk) of Republic
Act No. 409, would lead Us to conclude that Ordinance No. 3628
of the City of Manila is valid, would We be justified in annuling or
setting aside the order of the Court dismissing this case, just
because it was issued before the filing of defendants' answer and
before hearing on the merits but after defendants had submitted
their motion to dismiss and argued maintaining the
constitutionality of said ordinance? On the strenght of the
foregoing considerations, the answer is obviously in the negative.

Wherefore, the order appealed from is hereby affirmed, with costs

against appellant. It is so ordered.