G.R. No. 166904.August 11, 2008.

MEDIAN CONTAINER CORPORATION, petitioner, vs.

METROPOLITAN BANK AND TRUST COMPANY,
respondent.

Actions; Pleadings and Practice; Verification is a formal, not

jurisdictional, requirement.Verification is a formal, not
jurisdictional, requirement. It is simply intended to secure an
assurance that the allegations in the pleading are true and correct,
and that the pleading is filed in good faith. That explains why a
court may order the correction of the pleading if 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 to serve the ends of justice.
Same; Same; Certification against Forum Shopping; Failure to
comply with the requirement for a certification against forum
shopping is generally not curable by its submission subsequent to the
filing of the petition nor by amendment, and is a cause for dismissal.
As for the required certification against forum shopping, failure
to comply therewith is generally not curable by its submission
subsequent to the filing of the petition nor by amendment, and is
cause for its dismissal. A certification against forum shopping
signed by a person on behalf of a corporation which is
unaccompanied by proof that the signatory is authorized to file the
petition is generally likewise cause for dismissal. In several cases,
however, this Court relaxed the application of these requirements
upon appreciation of attendant special circumstances or compelling
reasons.
Same; Same; Same; Corporation Law; Even if the counsel for
the corporation executed the verification and certificate of non-forum
shopping before the corporation authorized him, the passing of a
Board Resolution of authorization before the actual filing of the
complaint is deemed a ratification of counsels prior execution, thus
curing any defects thereof.In the case at bar, simultaneous with
the filing of the complaint, Metrobank submitted both a
certification of non-forum shopping and proof that Atty. Mendoza
who signed it on

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* SECOND DIVISION.

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Median Container Corporation vs. Metropolitan Bank and Trust

Company

its behalf was authorized to do so. The proof of authorization of

Atty. Mendoza was dated later than the date of his signing of the
certification of non-forum shopping, however, thus giving the
impression that he, at the time he affixed his signature, was not
authorized to do so. The passing on June 3, 2004 of a Board
Resolution of authorization before the actual filing on June 23, 2004
of the complaint, however, is deemed a ratification of Atty.
Mendozas prior execution on May 28, 2004 of the verification and
certificate of non-forum shopping, thus curing any defects thereof.
Same; Summons; Presumption of Regularity; A certificate of
service by a proper officer is prima facie evidence of the facts set out
therein, and the presumption arising from the certificate can only be
overcome by clear and convincing evidence.As for MCCs
contention that the summons addressed to it was served on a wrong
party, hence, the trial court did not acquire jurisdiction over it, the
same fails. A certificate of service by a proper officer is prima facie
evidence of the facts set out therein, and the presumption arising
from the certificate can only be overcome by clear and convincing
evidence.

PETITION for review on certiorari of a decision of the

Court of Appeals.
The facts are stated in the opinion of the Court.
Feria, Feria, LaO, Tantoco for petitioner.
Perez & Calima Law Offices for respondent.

CARPIO-MORALES,J.:
Respondent, Metropolitan Bank and Trust Company
(Metrobank), filed a complaint for sum of money1 on June
23, 2003 before the Regional Trial Court (RTC) of Makati
against petitioner Median Container Corporation (MCC)
and the spouses Carlos T. Ley and Fely C. Ley, Vice
President/Treasurer of MCC for failure of MCC to settle the
amount of

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1 Records, pp. 1-8.

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624 SUPREME COURT REPORTS ANNOTATED

Median Container Corporation vs. Metropolitan Bank and
Trust Company

more than P5,000,000 representing the outstanding

balance of loans contracted by MCC, represented by Fely C.
Ley.
Summonses addressed as follows to the defendants were
issued on July 17, 2003 by Branch 22 of the Makati RTC:2

MEDIAN CONTAINER CORPORATION

Lot 421 C-4 Katipunan Road Extension, California Village,
San Bartolome, Novaliches, Quezon City
CARLOS T. LEY AND FELY C. LEY
No. 14 Adams Street, West Greenhills, San Juan,
Metro Manila (Underscoring supplied)

In the August 20, 2003 Process Servers Return,3 no date

of filing of which is indicated, process server George S. de
Castro stated that Summons was served on MCC on
August 7, 2003 at its given address upon one Danilo Ong
(Ong) as shown by Ongs signature at the left bottom
portion of the Summons, below which signature the process
server wrote the words General Manager.
In the same August 20, 2003 Process Servers Return,
the process server stated that he was unable to serve the
Summons upon the spouses Ley at their given address as
they were no longer residing there. Summons was
eventually served upon the spouses Ley.
On August 28, 2003, MCC filed a motion to dismiss4 the
complaint on the grounds of defective service of Summons
over it and defective verification and certificate against
non-forum shopping. The spouses Ley, upon the impression
that the Summons was also served upon them through
Ong, also filed a motion to dismiss on the same grounds as
those of MCCs.

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2 Id., at p. 17.
3 Id., at p. 18. Vide, p. 17.
4 Id., at pp. 19-33.

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Median Container Corporation vs. Metropolitan Bank and
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In its Motion to Dismiss, MCC alleged that, contrary to

the statement in the August 20, 2003 Process Servers
Return,5 Ong, on whom the Summons was served, was not
its General Manager, he being merely a former employee
who had resigned as of July 2002.6 In support of its claim,
MCC annexed to its motion photocopies of a resignation
letter dated July 31, 2002 and a quitclaim dated August 1,
2002, both purportedly accomplished by Ong.7
Respecting its claim of defective verification and
certificate of non-forum shopping, MCC questioned the
authority of Atty. Alexander P. Mendoza to accomplish the
same on behalf of Metrobank in this wise:

. . . A careful perusal of the authority discloses that a certain

Atty. Ramon S. Miranda delegated his authority to Atty. Mendoza to
sign the complaint and/or Verification and Certification of Non-
Forum Shopping in the case entitled MBTC v. Median Container
Corporation and Spouses Carlos T. Ley and Fely C. Ley filed before
the RTC-Makati City. This authorization was given only on June
03, 2003.
As previously discussed, Atty. Mendoza verified the complaint
and signed the certification against forum shopping on May 28,
2003. Therefore, it is clear that Atty. Mendoza did not have the
proper authorization when he executed the verification and
certification against non-forum shopping because his authority
came only at a later date, on June 03, 2003 or six days thereafter. In
effect, there is no valid and effective verification and certification by
plaintiff in its Complaint.8 (Emphasis supplied; italics in the
original)

By Order9 of January 9, 2004, the trial court denied

MCCs Motion to Dismiss. As for the spouses Leys motion
to dismiss, the trial court denied it for being premature.
And the trial

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5 Id., at p. 52.
6 Id., at pp. 27-29.
7 Id., at pp. 35-36.
8 Id., at p. 31. Relevant documents are on pp. 8-11.
9 Records, p. 71.

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626 SUPREME COURT REPORTS ANNOTATED

Median Container Corporation vs. Metropolitan Bank and
Trust Company

court denied too the movants respective motions for

reconsideration.10
The Process Servers Return dated April 12, 200411
states that alias Summons was served on the spouses Ley
on March 31, 2004.
Only MCC went to the Court of Appeals via Petition for
Certiorari filed on May 19, 2004 to assail the Order of the
trial court denying its Motion to Dismiss and its Motion for
Reconsideration, arguing in the main that the trial court
acted with grave abuse of discretion . . . considering that
the Complaint failed to comply with Rule 7, Section 5 of the
1997 Rules of Civil Procedure, the Verification and
Certification thereof having been signed and executed by
one who had no authority to bind respondent Metrobank at
the time of such signing and execution.12
As correctly defined by the appellate court, the issues
raised by MCC were:

1)the alleged belated filing of Metrobanks Opposition, and

2)the alleged violation of Rule 7, Section 5 of the 1997 Rules of
Civil Procedure regarding the verification/certification against
forum shopping.13

By the present challenged Decision of September 23,

2004,14 the appellate court dismissed petitioners petition
for certiorari, holding that the trial court did not commit
any abuse of discretion since Atty. Mendoza was already
clothed with the proper authority to sign the verification
and certifi-

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10 Id., at pp. 72-76, 77-82, 96, 99.

11 Id., at p. 98.
12 CA Rollo, p. 13.
13 Id., at p. 228.
14 Penned by Justice Arturo D. Brion (now an associate member of
the SC), with the concurrence of Justices Delilah Vidallon-Magtolis and
Eliezer R. De los Santos, id., at pp. 222-240.

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Median Container Corporation vs. Metropolitan Bank and
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cation through a Boards Resolution dated June 3, 2003

when the complaint was filed on June 23, 2003.15
Its definition of the issues raised by MCC
notwithstanding, the appellate court found it necessary to
pass upon the unraised issue of improper service of
summons, it finding the same to be a basic jurisdictional
issue and if only to completely dispose of th[e] incident and
facilitate the prompt resolution of the main underlying case
(sum of money).16
Brushing aside the impropriety of service of Summons
upon MCC, the Court of Appeals stated:

The case invoked by [MCC] in support of its position that

service of summons was improper, is E.B. Villarosa & Partner
Co., Ltd. v. Benito where the Honorable Supreme Court ruled that
the trial court did not acquire jurisdiction over the person of the
petitioner (a partnership) where service of summons was made on a
branch manager instead of the general manager at the
partnerships principal office. . . .17 (Emphasis in original)
xxxx
After considering the facts and developments in this case in their
totality, we believeas the public respondent didthat the ruling
in the cited Villarosa case should be applied with an eye on the
unusual facts of the present case. We find it significant that the
process server in this case certified that he served the summons
upon the general manager of the petitioner. The process server
apparently was fully aware of the strict requirements of the Rules
as interpreted in the cited Villarosa case. The twist in the process
certification is the petitioners claim that Danilo Ong, the person
who received the summons, was not the general manager but was a
mere former employee. In other words, unlike in Villarosa where
summons was served on the branch manager (a patently wrong
party under the requirements of the Rules), there was, in the
present case, the INTENTION on the part of the process server to
observe the mandatory requirements on the services of summons
and

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15 Id., at p. 234.
16 Ibid.
17 Id., at p. 235.

628

628 SUPREME COURT REPORTS ANNOTATED

Median Container Corporation vs. Metropolitan Bank and Trust
Company

to serve it on the correct recipient.18 (Emphasis in the original;

capitalization and italics supplied)

Its Motion for Reconsideration19 having been denied,20

MCC filed the present Petition for Review on Certiorari21
raising the following issues including, this time, the
impropriety of service of Summons upon it, thus, whether:

. . . A COMPLAINT SHOULD PROPERLY BE DISMISSED FOR

FAILURE TO COMPLY WITH RULE 7, SECTON 5 OF THE 1997
RULES OF CIVIL PROCEDURE, THE VERIFICATION AND
CERTIFICATION PORTION THEREOF HAVING BEEN SIGNED
AND EXECUTED BY ONE WHO HAD NO AUTHORITY TO BIND
THE PARTY-PLAINTIFF AT THE TIME OF SUCH SIGNING AND
EXECUTION;
. . . IT IS FULL COMPLIANCE WITH RULE 14, SECTION 11
OF THE 1997 RULES OF CIVIL PROCEDURE, OR THE MERE
INTENTION OF THE PROCESS SERVER TO SERVE THE
SUMMONS ON THE INTENDED RECIPIENT, THAT
DETERMINES THE VALIDITY OF SERVICE OF SUMMONS
WHEN THE DEFENDANT IS A DOMESTIC PRIVATE
CORPORATION; and
. . . IT IS THE ACTUAL RECEIPT OF THE SUMMONS, OR
THE VALID SERVICE OF SUMMONS IN ACCORDANCE WITH
THE RULES, THAT VESTS THE TRIAL COURT WITH
JURISDICTION OVER THE PERSON OF THE DEFENDANT.22
(Underscoring supplied)

Verification is a formal, not jurisdictional,

23
requirement. It is simply intended to secure an assurance
that the allegations in the pleading are true and correct,
and that the pleading is

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18 Id., at p. 237.
19 Id., at pp. 245-255.
20 Id., at pp. 286-290.
21 Rollo, pp. 38-61.
22 Id., at pp. 47-48.
23 Shipside Incorporated v. Court of Appeals, 404 Phil. 981, 994; 352
SCRA 334, 345 (2001), citation omitted.

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Median Container Corporation vs. Metropolitan Bank and
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filed in good faith.24 That explains why a court may order

the correction of the pleading if 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 to serve the
ends of justice.25
As for the required certification against forum shopping,
failure to comply therewith is generally not curable by its
submission subsequent to the filing of the petition nor by
amendment, and is cause for its dismissal.26 A certification
against forum shopping signed by a person on behalf of a
corporation which is unaccompanied by proof that the
signatory is authorized to file the petition27 is generally
likewise cause for dismissal. In several cases, however, this
Court relaxed the application of these requirements upon
appreciation of attendant special circumstances or
compelling reasons. Shipside Incorporated v. Court of
Appeals28 cites some of those instances:
 . . . In Loyola v. Court of Appeals, et al. . . . , the Court
considered the filing of the certification one day after the filing of an
election protest as substantial compliance with the requirement. In
Roadway Express, Inc. v. Court of Appeals, et. al. . . . , the Court
allowed the filing of the certification 14 days before the dismissal of
the petition. In Uy v. LandBank, . . . , the Court had dismissed Uys
petition for lack of verification and certification against non-forum
shopping. However, it subsequently reinstated the petition after Uy
submitted a motion to admit [verification] and non-forum shopping
certification. In all these cases, there were special circumstances or
compelling reasons that justified the relaxation of the rule requiring
verification and certification on non-forum shopping.

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24 Id., at p. 995; p. 346.

25 Ibid.
26 Rules of Court, Rule 7, Section 5.
27 Vide Metro Drug Distribution, Inc. v. Narciso, G.R. No. 147478, July 17,
2006, 495 SCRA 286, 292-293.
28 Supra note 23.

630

630 SUPREME COURT REPORTS ANNOTATED

Median Container Corporation vs. Metropolitan Bank and Trust
Company

In the instant case, the merits of petitioners case should be

considered special circumstances or compelling reasons that justify
tempering the requirement in regard to the certificate of non-forum
shopping. Moreover, in Loyola, Roadway, and Uy, the Court excused
non-compliance with the requirement as to the certificate of non-
forum shopping. With more reason should we allow the instant
petition since petitioner herein did submit a certification on non-
forum shopping, failing only to show proof that the signatory was
authorized to do so. That petitioner subsequently submitted a
secretarys certificate attesting that Balbin was authorized to file an
action on behalf of petitioner likewise mitigates this oversight.29
(Emphasis and underscoring supplied)

In the case at bar, simultaneous with the filing of the

complaint, Metrobank submitted both a certification of
non-forum shopping and proof that Atty. Mendoza who
signed it on its behalf was authorized to do so. The proof of
authorization of Atty. Mendoza was dated later than the
date of his signing of the certification of non-forum
shopping, however, thus giving the impression that he, at
the time he affixed his signature, was not authorized to do
so. The passing on June 3, 2004 of a Board Resolution of
authorization before the actual filing on June 23, 2004 of
the complaint, however, is deemed a ratification of Atty.
Mendozas prior execution on May 28, 2004 of the
verification and certificate of non-forum shopping, thus
curing any defects thereof.30

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29 Id., at pp. 995-996; pp. 346-347.

30 New Civil Code Articles 1869 (Agency may be express, or implied
from the acts of the principal, from his silence or lack of action, or his
failure to repudiate the agency, knowing that another person is acting on
his behalf without authority. x x x) and 1910 (x x x As for any obligation
wherein the agent has exceeded his power, the principal is not bound
except when he ratifies it expressly or tacitly.); Manila Memorial Park
Cemetery, Inc. v. Linsangan, G.R. No. 151319, November 22, 2004, 443
SCRA 377, 394 (Ratification in agency is the adoption or confirmation of
one person of an act performed on his behalf by another without
authority. The substance

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Median Container Corporation vs. Metropolitan Bank and
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As for MCCs contention that the summons addressed to

it was served on a wrong party, hence, the trial court did
not acquire jurisdiction over it, the same fails.
A certificate of service by a proper officer is prima facie
evidence of the facts set out therein, and the presumption
arising from the certificate can only be overcome by clear
and convincing evidence.31
To disprove that Ong was neither its General Manager
or an employee of MCC at the time of the service of
summons, MCC submitted before the trial court a
photocopy of his purported July 31, 2003 resignation letter
and a photocopy of an August 1, 2003 Quitclaim
purportedly signed by him. MCC did not present the
original copies of these documents.32 Be that as it may, the
appellate courts en passant disposition of the questioned
service of summons, viz.:

. . . [W]e searched the recordsparticularly the motion to

dismiss filed by the petitionerfor the reason why and how service
was made on a former employee who was then at the correct
address, who signed for the summons, and whom the process server
identified as general manager. We note that aside from the bare
allegation that the court did not have jurisdiction due to improper
service of summons, no statement was ever made to explain why a
former employee was at petitioners premises and ended up
receiving the summons served by the process server. Truly, we
wondered why a process server who apparently knew the
technicalities of his duties so served the summons and then
certified that service was upon the general manager, even naming
Danilo Ong as the general manager.
This aberrant turn of events and the questions it raises convince
us that we cannot view the service of summons in this case along
the strict lines of Villarosa whose attendant facts are both

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of the doctrine is confirmation after conduct, amounting to a substitute for a

prior authority.)
31 Vide R. Transport Corporation v. Court of Appeals, G.R. No. 111187,
February 1, 1995, 241 SCRA 77, 81.
32 Vide Rules of Court, Rule 130, Section 3, Rule 132, Section 20.

632

632 SUPREME COURT REPORTS ANNOTATED

Median Container Corporation vs. Metropolitan Bank and Trust
Company

simple and different. What should assume materiality here are the
following circumstances: that the process server went to the correct
address of the petitioner to serve the summons; that the summons
was received at that address by a person who was there; that the
petitioner does not dispute that it ultimately received the
summons; and that the process server certified in his return that
service was duly made upon the general manager whom he
identified as Danilo Ong who acknowledged receipt of the summons
by signing on the lower portion thereof.33 (Emphasis and italics in
the original; underscoring supplied),

persuades as this Court notes the dubious proof that Ong

had resigned from MCC at the time the summons was
 served. Consider this: The signature attributed to Ong in
the photocopy of his purported July 31, 2002 letter of
resignation effective also on July 31, 2002, and the
signature attributed to him in the photocopy of the August
1, 2002 Quitclaim he purportedly executed, appear to have
been written by a hand different from that which affixed
the signature attributed to him on the Summons.
WHEREFORE, the petition is DENIED.
Costs against petitioner.
SO ORDERED.

Quisumbing (Chairperson), Corona** and Velasco, Jr.,

JJ., concur.
Brion, J., No part: ponente of CA decision.

Petition denied.

Notes.In the absence of an authority from the board

of directors, no person, not even the officers of the
corporation, can validly bind the corporation; In the
absence of a board resolution authorizing a government
owned or controlled

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33 CA Rollo, pp. 238-239.

** Additional member in lieu of Justice Dante O. Tinga per Special
Order No. 512 dated July 16, 2008.

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