x x x In the motion for reconsideration filed by the petitioners, it is
insisted that Isuga, being the Managing Director and Secretary of Varorient is
duly authorized to represent and act in behalf of the corporation, its foreign
principal Lagoa and President Margarita Colarina. It is further alleged that even if
there is no express authorization from Varorient and the other petitioners, still
Isuga is impliedly authorized to file the petition and sign the verification and
certification of non-forum shopping. The motion, nonetheless, attached a
Secretarys Certificate datedMay 7, 2004 which petitioners claim to have been
inadvertently omitted in the course of filing the petition.
We cannot agree with the petitioners. Neither do [w]e find consistency in
their ratiocination that even without authorization, Isuga is authorized to act for
the three (3) petitioners, and at the same time, presenting a Secretarys Certificate
on a supposed Board of Directors meeting of Varorient on May 5, 2004. It would
seem to [o]ur mind, that the Board Resolution and the Secretarys Certificate was
just an afterthought. Otherwise, Ma. Luisa C. Isuga, the Corporate Secretary who
was allegedly given authority by the Board to act for and in behalf
of Varorientcould not have missed to append or even mention it in the petition at
bar. Moreover, the Secretarys Certificate is issued by the Board of Directors
of Varorient and not the two (2) other petitioners, Lagoa and its President,
Margarita Colarina. Apropos, the foregoing circumstances only confirm that Isuga
was not duly authorized when she signed the verification and non-forum shopping
certification at the time the instant petition was filed.
Petitioner is hereby reminded that the power of a corporation to sue and be
sued in any court is lodged with the board of directors that exercises its corporate
powers. In the absence of any authority from the board of directors, no person, not
even the officers of the corporation, can validly bind the corporation. [Premium
Marble Resources, Inc. v. Court of Appeals, 264 SCRA 11 (1996); Esteban, Jr.
v. Vda. de Ocampo, 360 SCRA 230 (2002); Social Security System v.
Commission on Audit, 384 SCRA 548 (2002)].
xxxx
ACCORDINGLY, petitioners Motion for Reconsideration dated June 29,
2004 is DENIED.
SO ORDERED.[17]
Hence, the present petition.
Varorient argues that there is substantial compliance with Section 3, Rule
46, considering the submission of the secretarys certificate showing the authority
of Ma. Luisa C. Isuga to act for and in behalf of petitioner. Petitioner further