Yap vs. Siao; Cebu South Memorial Garden Inc. vs.

Siao

June 02, 2016 / Perez, J. / Rule 45 Petitions for Review on Certiorari / Digest by Tenet Manzano/
Corporate Powers: General Powers, Theory of General Capacity

Petitioners: (1st Case) Gabriel Yap Sr., represented by his son and the President of the Cebu South Memorial
Garden Inc., Gilbert Yapl; Treasurer Gabriel Yap Jr; and Hyman Yap. (2 nd case) Cebu South Memorial Garden Inc.
Respondents: Letecia Siao and her children.
Summary: Respondents are impugning the validity of a Certificate of Agreement which respondent Leticia entered
into with petitioners. During the pendency of the case, respondents invoked one of the provisions of the Agreement
for support. Petitioners averred that this invocation of the respondents mean an admission on their part of the
validity of the Agreement, and asked for summary judgment. This was allowed by the CA. This was issued by the
RTC, but such issuance was raised by the respondents to the CA, which rejected the same because Gilbert Yap did
not have authority to sign the certification of NFS. SC ruled that as President, Gilbert Yap was allowed to sign and
verify the same even w/o board resolution.
Doctrine: the following officials or employees of the company can sign the verification and certification without the
need of a board resolution: (1) Chairperson of the Board of Directors; (2) President of a Corporation; (3) General
Manager or Acting General manager; (4) Personnel officer; and (5) an Employment Specialist in a labor case.

Facts:

1. Involved here are two consolidated petitions: (1) GR no. 212493 with Gabriel Yap Sr.,
represented by his son and the President of the Cebu South Memorial Garden Inc., Gilbert Yap;
Treasurer Gabriel Yap Jr; and Hyman Yap as one of the directors as petitioners, and Letecia Siao
and her children as respondents; (2) GR no. 212504 with Cebu South Memorial Garden Inc as
petitioner and Letecia Siao and children again as respondents.
2. Letecia’s husband Sergio Siao was indebted to petitioner Gabriel Yap Sr., and used as collateral
for the loan were several parcels of land the titles of which were in Gabriel Yap Sr.’s possession.
3. In consideration of condoning the loan, Gabriel Yap Sr. returned the titles to Letecia on condition
that the parcels of land be developed into memorial lots.
a. In light of this, Gabriel Yap Sr. and Letecia entered into a Certificate of Agreement
whereby the parties agreed, among others, to convert the said lots into memorial lots, and
to organize themselves into a corporation to which the ownership of the said lots will
eventually be transferred to. Also part of the agreement was a stipulation to give Leticia
Siao the amount of P100K per month until Letecia is financially stable to support her
family.
4. Respondents, however, refused to transfer the ownership of the parcels of land to the corporation,
causing the latter to be exposed to numerous lawsuits from buyers of the burial lots.
a. Petitioners then filed a complaint for Specific Performance.
b. Respondents averred that Leticia was coerced to sign the Certificate of Agreement, and
that the same was null and void.
5. During the pendency of the case, respondents filed a Motion for Payment of Monthly Support for
Leticia’s family and for herself.
a. RTC granted the motion and ordered Gabriel yap Sr. to pay immediately Leticia P1.3M.
b. Because of this, petitioners filed a Motion for Summary Judgment alleging that
respondents have effectively abandoned their defense of nullity of the Certificate of
Agreement when they agreed to implement its provisions.
 c. RTC, however, denied this Motion.
6. CA: reversed the RTC and ordered the latter to render a summary judgment in favor of
petitioners. This decision became final and executory.
a. In compliance therewith, the RTC rendered a summary judgment directing respondents to
transfer to petitioners the parcels of land in question.
b. MR denied, respondents filed an appeal to the Court of Appeals.
7. CA: set aside the summary judgment of the RTC, stating that the certification against forum-
shopping of petitioners in their complaint was defective because there was no showing of a board
resolution authorizing Gilbert Yap to sign the certification on behalf of the corporation.
a. The effect was that the court never acquired jurisdiction over the case because the
complaints were considered not filed.
Hence, this petition.

Issues & Held:

1. WoN the Certification Against Forum-shopping is defective for lack of board approval of Gilbert
Yap in signing the same—NO

Ruling: petition granted; Court of Appeals decision reversed, summary judgment of the RTC affirmed.

Ratio:

1. From jurisprudence, the Court has rendered a definitive rule on the matter: that the
following officials or employees of the company can sign the verification and certification
without the need of a board resolution: (1) Chairperson of the Board of Directors; (2)
President of a Corporation; (3) General Manager or Acting General manager; (4) Personnel
officer; and (5) an Employment Specialist in a labor case.
a. Rationale: these officers are in a position to verify the truthfulness and correctness of the
allegations in the petition.
2. Bolstering the point above is the subsequent appending of the board resolution to the petition.
a. The Board of Directors not only authorized the President (Gilbert Yap) to sign the
Certificate of Non Forum-Shopping, but it also ratified the action taken by Gilbert Yap in
signing the previous forum-shopping certificate.
b. The belated submission can be regarded as substantial compliance with the rules.
c. Non-compliance or a defect in the Certification against forum shopping is generally not
curable by subsequent submission, unless there is a need to relax the rule on “substantial
compliance” or the presence of “special circumstances or compelling reasons”.
d. At any rate, objections relating to the certificate should’ve been raised in the proceedings
below.
3. SC affirms the summary judgment rendered by the RTC, as the motion for support filed by the
respondents is an admission as to the validity of the Agreement. There being no legal
controversy, a summary judgment in favor of petitioners should be granted.