Lawyerly

GR No. 192394

2013-07-03

ROY D. PASOS v. PHILIPPINE NATIONAL CONSTRUCTION CORPORATION

VILLARAMA, JR., J.

Petitioner contends that PNCC's appeal from the Labor Arbiter's decision should not have been allowed since the appeal bond filed was insufficient. He likewise argues that the appellate court erred in heavily relying in the case of Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue[23] which enumerated the officials and employees who can sign the verification and certification without need of a board resolution. He contends that in said case, there was substantial compliance with the requirement since a board resolution was submitted albeit belatedly unlike in the instant case where no board resolution was ever submitted even belatedly.

GR No. 181277

2013-07-03

SWEDISH MATCH PHILIPPINES v. TREASURER OF CITY OF MANILA

SERENO, C.J.

Respondent cites this Court's ruling in PAL v. FASAP,[19] where we held that only individuals vested with authority by a valid board resolution may sign a certificate of non-forum shopping on behalf of a corporation. The petition is subject to dismissal if a certification was submitted unaccompanied by proof of the signatory's authority.[20] In a number of cases, however, we have recognized exceptions to this rule. Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue[21] provides: In a slew of cases, however, we have recognized the authority of some corporate officers to sign the verification and certification against forum shopping. In Mactan-Cebu International Airport Authority v. CA, we recognized the authority of a general manager or acting general manager to sign the verification and certificate against forum shopping; in Pfizer v. Galan, we upheld the validity of a verification signed by an "employment specialist" who had not even presented any proof of her authority to represent the company; in Novelty Philippines, Inc., v. CA, we ruled that a personnel officer who signed the petition but did not attach the authority from the company is authorized to sign the verification and non-forum shopping certificate; and in Lepanto Consolidated Mining Company v. WMC Resources International Pty. Ltd. (Lepanto), we ruled that the Chairperson of the Board and President of the Company can sign the verification and certificate against non-forum shopping even without the submission of the board's authorization.

GR No. 192615

2013-01-30

SPS. EUGENE L. LIM AND CONSTANCIA LIM v. CA-MINDANAO STATION

BRION, J.

In Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue,[21] we likewise recognized that certain officials or employees of a company could sign the verification and certification without need of a board resolution, such as, but not limited to: the Chairperson of the Board of Directors, the President of a corporation, the General Manager or Acting General Manager, Personnel Officer, and an Employment Specialist in a labor case. For other corporate officials and employees, the determination of the sufficiency of their authority is done on a case-to-case basis.[22]

GR No. 193897

2013-01-23

UNIVERSITY OF EAST v. ANALIZA F. PEPANIO

ABAD, J.

As a general rule, the Board of Directors or Board of Trustees of a corporation must authorize the person who signs the verification and certification against non-forum shopping of its petition. But the Court has held[16] that such authorization is not necessary when it is self-evident that the signatory is in a position to verify the truthfulness and correctness of the allegations in the petition. Here the verification and certification were signed by petitioner Dean Javier who, based on the given facts of the case, was "in a position to verify the truthfulness and correctness of the allegations in the petition."[17]

GR No. 164050

2011-07-20

MERCURY DRUG CORPORATION v. CIR

PEREZ, J.

Indeed, there is nothing novel in the issues raised in this petition. Our rulings in Bicolandia Drug Corporation (Formerly Elmas Drug Corporation) v. Commissioner of Internal Revenue,[13] Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue,[14] and M.E. Holding Corporation v. Court of Appeals[15] operate as stare decisis[16] with respect to this legal question.

GR No. 173326

2010-12-15

SOUTH COTABATO COMMUNICATIONS CORPORATION v. PATRICIA A. STO. TOMAS

LEONARDO-DE CASTRO, J.

Anent the first procedural issue, the Court had summarized the jurisprudential principles on the matter in Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue.[15] In said case, we held that a President of a corporation, among other enumerated corporate officers and employees, can sign the verification and certification against of non-forum shopping in behalf of the said corporation without the benefit of a board resolution. We quote the pertinent portion of the decision here: It must be borne in mind that Sec. 23, in relation to Sec. 25 of the Corporation Code, clearly enunciates that all corporate powers are exercised, all business conducted, and all properties controlled by the board of directors. A corporation has a separate and distinct personality from its directors and officers and can only exercise its corporate powers through the board of directors. Thus, it is clear that an individual corporate officer cannot solely exercise any corporate power pertaining to the corporation without authority from the board of directors. This has been our constant holding in cases instituted by a corporation.

GR No. 164757

2010-10-18

CEBU METRO PHARMACY v. EURO-MED LABORATORIES

DEL CASTILLO, J.

Moreover, this Court's pronouncement in Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue,[14] reiterated in PNCC Skyway Traffic Management and Security Division Workers Organization v. PNCC Skyway Corporation[15] and Mid-Pasig Land Development Corporation v. Tablante,[16] on the authority of certain officers and employees of the corporation to sign the verification and certification of non-forum shopping is likewise significant, to wit: It must be borne in mind that Sec. 23, in relation to Sec. 25 of the Corporation Code, clearly enunciates that all corporate powers are exercised, all business conducted, and all properties controlled by the board of directors. A corporation has a separate and distinct personality from its directors and officers and can only exercise its corporate powers through the board of directors. Thus, it is clear that an individual corporate officer cannot solely exercise any corporate power pertaining to the corporation without authority from the board of directors. This has been our constant holding in cases instituted by a corporation.

GR No. 171231

2010-02-17

PNCC SKYWAY TRAFFIC MANAGEMENT v. PNCC SKYWAY CORPORATION

PERALTA, J.

In Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue,[13] We said that: In a slew of cases, however, we have recognized the authority of some corporate officers to sign the verification and certification against forum shopping. In Mactan-Cebu International Airport Authority v. CA, we recognized the authority of a general manager or acting general manager to sign the verification and certificate against forum shopping; in Pfizer v. Galan, we upheld the validity of a verification signed by an "employment specialist" who had not even presented any proof of her authority to represent the company; in Novelty Philippines, Inc., v. CA, we ruled that a personnel officer who signed the petition but did not attach the authority from the company is authorized to sign the verification and non-forum shopping certificate; and in Lepanto Consolidated Mining Company v. WMC Resources International Pty. Ltd. (Lepanto), we ruled that the Chairperson of the Board and President of the Company can sign the verification and certificate against non-forum shopping even without the submission of the board's authorization.

GR No. 162924

2010-02-04

MID-PASIG LAND DEVELOPMENT CORPORATION v. MARIO TABLANTE

NACHURA, J.

In Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue,[9] the Court had occasion to explain that: It must be borne in mind that Sec. 23, in relation to Sec. 25 of the Corporation Code, clearly enunciates that all corporate powers are exercised, all business conducted, and all properties controlled by the board of directors. A corporation has a separate and distinct personality from its directors and officers and can only exercise its corporate powers through the board of directors. Thus, it is clear that an individual corporate officer cannot solely exercise any corporate power pertaining to the corporation without authority from the board of directors. This has been our constant holding in cases instituted by a corporation.

GR No. 154379

2008-10-31

PCI TRAVEL CORPORATION v. NLRC

NACHURA, J.

In the recent case of Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue,[8] the Court clarified the issue on whether the President of a corporation is authorized to sign the verification and certification against forum shopping, without need of a board resolution. We quote:It must be borne in mind that Sec. 23, in relation to Sec. 25, of the Corporation Code, clearly enunciates that all corporate powers are exercised, all business conducted, and all properties controlled by the board of directors. A corporation has a separate and distinct personality from its directors and officers and can only exercise its corporate powers through the board of directors. Thus, it is clear that an individual corporate officer cannot solely exercise any corporate power pertaining to the corporation without authority from the board of directors. This has been our constant holding in cases instituted by a corporation.

GR No. 159610

2008-06-12

CIR v. CENTRAL LUZON DRUG CORPORATION

CARPIO, J.

In Commissioner of Internal Revenue v. Central Luzon Drug Corporation,[26] the Court stressed that prior payment of tax liability is not a pre-condition before a taxable entity can avail of the tax credit. The Court declared, "Where there is no tax liability or where a private establishment reports a net loss for the period, the tax credit can be availed of and carried over to the next taxable year."[27] It is irrefutable that under RA 7432, Congress has granted the tax credit benefit to all covered establishments without conditions. Therefore, neither a tax liability nor a prior tax payment is required for the existence or grant of a tax credit.[28] The applicable law on this point is clear and without any qualifications.[29]

	GR No. 192394 2013-07-03	ROY D. PASOS v. PHILIPPINE NATIONAL CONSTRUCTION CORPORATION VILLARAMA, JR., J.
Petitioner contends that PNCC's appeal from the Labor Arbiter's decision should not have been allowed since the appeal bond filed was insufficient. He likewise argues that the appellate court erred in heavily relying in the case of Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue[23] which enumerated the officials and employees who can sign the verification and certification without need of a board resolution. He contends that in said case, there was substantial compliance with the requirement since a board resolution was submitted albeit belatedly unlike in the instant case where no board resolution was ever submitted even belatedly.
	GR No. 181277 2013-07-03	SWEDISH MATCH PHILIPPINES v. TREASURER OF CITY OF MANILA SERENO, C.J.
Respondent cites this Court's ruling in PAL v. FASAP,[19] where we held that only individuals vested with authority by a valid board resolution may sign a certificate of non-forum shopping on behalf of a corporation. The petition is subject to dismissal if a certification was submitted unaccompanied by proof of the signatory's authority.[20] In a number of cases, however, we have recognized exceptions to this rule. Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue[21] provides: In a slew of cases, however, we have recognized the authority of some corporate officers to sign the verification and certification against forum shopping. In Mactan-Cebu International Airport Authority v. CA, we recognized the authority of a general manager or acting general manager to sign the verification and certificate against forum shopping; in Pfizer v. Galan, we upheld the validity of a verification signed by an "employment specialist" who had not even presented any proof of her authority to represent the company; in Novelty Philippines, Inc., v. CA, we ruled that a personnel officer who signed the petition but did not attach the authority from the company is authorized to sign the verification and non-forum shopping certificate; and in Lepanto Consolidated Mining Company v. WMC Resources International Pty. Ltd. (Lepanto), we ruled that the Chairperson of the Board and President of the Company can sign the verification and certificate against non-forum shopping even without the submission of the board's authorization.
	GR No. 192615 2013-01-30	SPS. EUGENE L. LIM AND CONSTANCIA LIM v. CA-MINDANAO STATION BRION, J.
In Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue,[21] we likewise recognized that certain officials or employees of a company could sign the verification and certification without need of a board resolution, such as, but not limited to: the Chairperson of the Board of Directors, the President of a corporation, the General Manager or Acting General Manager, Personnel Officer, and an Employment Specialist in a labor case. For other corporate officials and employees, the determination of the sufficiency of their authority is done on a case-to-case basis.[22]
	GR No. 193897 2013-01-23	UNIVERSITY OF EAST v. ANALIZA F. PEPANIO ABAD, J.
As a general rule, the Board of Directors or Board of Trustees of a corporation must authorize the person who signs the verification and certification against non-forum shopping of its petition. But the Court has held[16] that such authorization is not necessary when it is self-evident that the signatory is in a position to verify the truthfulness and correctness of the allegations in the petition. Here the verification and certification were signed by petitioner Dean Javier who, based on the given facts of the case, was "in a position to verify the truthfulness and correctness of the allegations in the petition."[17]
	GR No. 164050 2011-07-20	MERCURY DRUG CORPORATION v. CIR PEREZ, J.
Indeed, there is nothing novel in the issues raised in this petition. Our rulings in Bicolandia Drug Corporation (Formerly Elmas Drug Corporation) v. Commissioner of Internal Revenue,[13] Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue,[14] and M.E. Holding Corporation v. Court of Appeals[15] operate as stare decisis[16] with respect to this legal question.
	GR No. 173326 2010-12-15	SOUTH COTABATO COMMUNICATIONS CORPORATION v. PATRICIA A. STO. TOMAS LEONARDO-DE CASTRO, J.
Anent the first procedural issue, the Court had summarized the jurisprudential principles on the matter in Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue.[15] In said case, we held that a President of a corporation, among other enumerated corporate officers and employees, can sign the verification and certification against of non-forum shopping in behalf of the said corporation without the benefit of a board resolution. We quote the pertinent portion of the decision here: It must be borne in mind that Sec. 23, in relation to Sec. 25 of the Corporation Code, clearly enunciates that all corporate powers are exercised, all business conducted, and all properties controlled by the board of directors. A corporation has a separate and distinct personality from its directors and officers and can only exercise its corporate powers through the board of directors. Thus, it is clear that an individual corporate officer cannot solely exercise any corporate power pertaining to the corporation without authority from the board of directors. This has been our constant holding in cases instituted by a corporation.
	GR No. 164757 2010-10-18	CEBU METRO PHARMACY v. EURO-MED LABORATORIES DEL CASTILLO, J.
Moreover, this Court's pronouncement in Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue,[14] reiterated in PNCC Skyway Traffic Management and Security Division Workers Organization v. PNCC Skyway Corporation[15] and Mid-Pasig Land Development Corporation v. Tablante,[16] on the authority of certain officers and employees of the corporation to sign the verification and certification of non-forum shopping is likewise significant, to wit: It must be borne in mind that Sec. 23, in relation to Sec. 25 of the Corporation Code, clearly enunciates that all corporate powers are exercised, all business conducted, and all properties controlled by the board of directors. A corporation has a separate and distinct personality from its directors and officers and can only exercise its corporate powers through the board of directors. Thus, it is clear that an individual corporate officer cannot solely exercise any corporate power pertaining to the corporation without authority from the board of directors. This has been our constant holding in cases instituted by a corporation.
	GR No. 171231 2010-02-17	PNCC SKYWAY TRAFFIC MANAGEMENT v. PNCC SKYWAY CORPORATION PERALTA, J.
In Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue,[13] We said that: In a slew of cases, however, we have recognized the authority of some corporate officers to sign the verification and certification against forum shopping. In Mactan-Cebu International Airport Authority v. CA, we recognized the authority of a general manager or acting general manager to sign the verification and certificate against forum shopping; in Pfizer v. Galan, we upheld the validity of a verification signed by an "employment specialist" who had not even presented any proof of her authority to represent the company; in Novelty Philippines, Inc., v. CA, we ruled that a personnel officer who signed the petition but did not attach the authority from the company is authorized to sign the verification and non-forum shopping certificate; and in Lepanto Consolidated Mining Company v. WMC Resources International Pty. Ltd. (Lepanto), we ruled that the Chairperson of the Board and President of the Company can sign the verification and certificate against non-forum shopping even without the submission of the board's authorization.
	GR No. 162924 2010-02-04	MID-PASIG LAND DEVELOPMENT CORPORATION v. MARIO TABLANTE NACHURA, J.
In Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue,[9] the Court had occasion to explain that: It must be borne in mind that Sec. 23, in relation to Sec. 25 of the Corporation Code, clearly enunciates that all corporate powers are exercised, all business conducted, and all properties controlled by the board of directors. A corporation has a separate and distinct personality from its directors and officers and can only exercise its corporate powers through the board of directors. Thus, it is clear that an individual corporate officer cannot solely exercise any corporate power pertaining to the corporation without authority from the board of directors. This has been our constant holding in cases instituted by a corporation.
	GR No. 154379 2008-10-31	PCI TRAVEL CORPORATION v. NLRC NACHURA, J.
In the recent case of Cagayan Valley Drug Corporation v. Commissioner of Internal Revenue,[8] the Court clarified the issue on whether the President of a corporation is authorized to sign the verification and certification against forum shopping, without need of a board resolution. We quote:It must be borne in mind that Sec. 23, in relation to Sec. 25, of the Corporation Code, clearly enunciates that all corporate powers are exercised, all business conducted, and all properties controlled by the board of directors. A corporation has a separate and distinct personality from its directors and officers and can only exercise its corporate powers through the board of directors. Thus, it is clear that an individual corporate officer cannot solely exercise any corporate power pertaining to the corporation without authority from the board of directors. This has been our constant holding in cases instituted by a corporation.
	GR No. 159610 2008-06-12	CIR v. CENTRAL LUZON DRUG CORPORATION CARPIO, J.
In Commissioner of Internal Revenue v. Central Luzon Drug Corporation,[26] the Court stressed that prior payment of tax liability is not a pre-condition before a taxable entity can avail of the tax credit. The Court declared, "Where there is no tax liability or where a private establishment reports a net loss for the period, the tax credit can be availed of and carried over to the next taxable year."[27] It is irrefutable that under RA 7432, Congress has granted the tax credit benefit to all covered establishments without conditions. Therefore, neither a tax liability nor a prior tax payment is required for the existence or grant of a tax credit.[28] The applicable law on this point is clear and without any qualifications.[29]

CAGAYAN VALLEY DRUG CORPORATION v. CIR