Certification Against Forum Shopping: The Corporate Authorization Requirement

The Supreme Court has long treated the certification against forum shopping as a mandatory requirement, not a mere technicality. For corporations, this requirement carries an additional layer: the person signing the certification must have proper authority from the board of directors. The 2007 case of Negros Merchants Enterprises, Inc. v. China Banking Corporation (G.R. No. 150918) illustrates what happens when this rule is overlooked—the complaint gets dismissed, and the dismissal sticks.

The Facts of the Case

Negros Merchants Enterprises, Inc. (NMEI) obtained loans from China Banking Corporation (CBC) secured by real estate mortgages. After NMEI allegedly re-availed its credit line and failed to pay, CBC foreclosed on the properties. NMEI filed a complaint to annul the foreclosure sale, later amending it to include additional parties.

CBC moved to dismiss the amended complaint, arguing that the verification and certification against forum shopping were defective. The certification was signed by NMEI's corporate secretary, Amelito Lizares, but no board resolution authorized him to do so.

The trial court denied the motion to dismiss. CBC then went to the Court of Appeals via certiorari, which reversed the trial court and ordered the case dismissed. The Supreme Court affirmed.

The Issue: Who May Sign for a Corporation?

The central question was whether a corporate secretary could validly sign the certification against forum shopping without a board resolution authorizing him to do so.

The Court answered no. The certification against forum shopping is a peculiar and personal responsibility of the party. For a corporation, the certification may be signed by a specifically authorized person—including retained counsel—who has personal knowledge of the facts required. But the authority must be shown.

The Court's Ruling

The Court found that Lizares' certification contained no allegation that NMEI, through a board resolution, authorized him to execute the document. No board resolution or secretary's certificate was attached to the complaint or amended complaint.

Citing Tamondong v. Court of Appeals, the Court held that a complaint filed by an unauthorized person is not deemed filed at all. It produces no legal effect. The court should dismiss it for lack of jurisdiction over the complaint and the plaintiff.

The Court also rejected NMEI's argument that the amended complaint was not an initiatory pleading. Under Section 8, Rule 10 of the Rules of Court, an amended complaint supersedes the original complaint. The certification requirement applies with equal force.

No Substantial Compliance Here

The Court acknowledged that some cases allowed substantial compliance with the certification rule. But those cases involved exceptional circumstances or social justice considerations absent in this case. NMEI made no attempt to belatedly file a proper certification or attach a board resolution. It merely asserted, without explanation, that there was sufficient compliance.

Practical Takeaways

• Obtain a board resolution before filing. Corporate plaintiffs should secure a board resolution authorizing a specific person to sign the verification and certification against forum shopping, and attach it to the complaint.
• The signatory must have personal knowledge. The certification is a sworn statement that no other case involving the same parties, issues, and causes of action is pending. The signatory must be able to attest to this personally.
• An amended complaint still requires compliance. Amending a complaint does not cure a defective certification. The rules apply to all initiatory pleadings, including amended ones.
• Substantial compliance is not automatic. Courts will not excuse a defective certification merely because the case has merit. The exceptional circumstances recognized in prior cases are narrow.
• An unauthorized filing is a fatal defect. A complaint filed without proper authority is treated as not filed at all—a consequence that cannot be cured by later events.

This article is general information and not legal advice. For your specific situation, consult a lawyer or ask ASG Legal AI.