Corporate President’s Authority to Sign Forum-Shopping Certifications

The Supreme Court has clarified an important procedural point for corporations involved in litigation: a corporate president may sign the verification and certificate of non-forum shopping without a board resolution. In Yap v. Siao (G.R. Nos. 212493 and 212504, June 1, 2016), the Court also reaffirmed that belatedly raising defects in these documents—and the doctrine of the law of the case—can determine the outcome of long-running disputes.

The Dispute

The case arose from a 1999 complaint for specific performance filed by Cebu South Memorial Garden, Inc. and Gabriel Yap, Sr. against Letecia Siao and her children. The parties had entered into a Certificate of Agreement to convert parcels of land into memorial lots and organize a corporation. When the respondents refused to transfer the properties, the petitioners sued.

During the proceedings, the respondents filed a motion for monthly support, relying on the same Certificate of Agreement they were later claiming was void. This move proved significant. The Court of Appeals, in an earlier ruling, directed the trial court to render a summary judgment because the respondents had effectively admitted the validity of the agreement by claiming benefits under it. That ruling became final.

The Procedural Issue

The trial court eventually rendered a summary judgment ordering the respondents to transfer the properties. On appeal, however, the Court of Appeals set aside this judgment on a technicality: the certificate of non-forum shopping attached to the complaint was allegedly defective because Gilbert Yap, the corporate president, signed it without a board resolution.

The Supreme Court reversed. It applied the established rule from Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue that certain corporate officers—including the president—may sign verifications and certifications without a board resolution. These officers are presumed to be in a position to verify the truthfulness of the allegations in the pleading.

The Court also noted that the corporation subsequently submitted a board resolution ratifying Gilbert Yap's actions. This belated submission constituted substantial compliance with the rules, particularly where the corporation explicitly ratified the president's authority.

Estoppel and the Law of the Case

Beyond the procedural issue, the Court applied the doctrine of estoppel. By seeking monthly support under the Certificate of Agreement, the respondents had invoked its validity. They could not later claim the agreement was void to avoid their obligations. As the Court explained, a party cannot benefit from a contract and then renounce it when it becomes inconvenient.

The Court likewise applied the "law of the case" doctrine. The earlier appellate ruling directing summary judgment had become final. The respondents could not use a subsequent appeal to revisit issues already settled between the same parties. To allow otherwise would encourage endless litigation.

Practical Takeaways

• A corporate president can sign the verification and certificate of non-forum shopping without a board resolution. The president is presumed to have authority to act within the corporation's general objectives.
• Subsequent ratification can cure defects. If a board resolution is later submitted ratifying the president's actions, courts may treat this as substantial compliance.
• Raise procedural objections early. Objections to verification or forum-shopping certifications must be raised in a motion to dismiss or answer—not for the first time on appeal.
• Be consistent in litigation positions. A party who claims benefits under a contract cannot later deny its validity to escape obligations.
• The law of the case binds the parties. Once an appellate ruling becomes final, the same issues cannot be relitigated in subsequent appeals.

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