SECOND DIVISION The Facts and Antecedent Proceedings

G.R. No. 228239. June 10, 2019. On August 23, 2013, BF Homes,
Incorporated (BF Homes) filed a petition
for declaratory relief and prohibition (the
BANGKO SENTRAL NG PILIPINAS, Petition) against BSP, Banco Filipino
petitioner, vs. BF HOMES, Savings and Mortgage Bank (Banco
INCORPORATED, respondent. Filipino), the Philippine Deposit
Insurance Corporation and the Ex-
Officio Sheriff of RTC Las Pi as.
NOTICE

The Petition alleged that: (i) in 2002,

Sirs/Mesdames : Tierra Grande Farms, Inc. (Tierra
Grande) obtained several loans from
Banco Filipino and to secure the loan,
Please take notice that the Court, Tierra Grande executed a Deed of
Second Division, issued a Resolution Mortgage over BF Homes' properties by
dated 10 June 2019 which reads as virtue of a special power of attorney
follows: issued by BF Homes in favor of Tierra
Grande; (ii) on April 2, 2009, Banco
Filipino, through its Board of Directors,
"G.R. No. 228239 BANGKO SENTRAL applied for a Special Liquidity Facility
NG PILIPINAS, petitioner, versus BF Loan from BSP and as security thereof,
HOMES, INCORPORATED, delivered to BSP the alleged Deed of
respondent. Assignment of Mortgage of its Credits
over a Negotiable Promissory Note and
their corresponding mortgages on real
Before the Court is a Petition for Review properties, including the properties in
under Rule 45 of the Rules of Court filed the name of BF Homes mortgaged by
by petitioner Bangko Sentral ng Pilipinas Tierra Grande to Banco Filipino; and (iii)
(BSP) assailing the Decision dated May on July 31, 2013, BF Homes found out
12, 2016 and Resolution dated that BSP applied for extrajudicial
November 7, 2016 of the Court of foreclosure and sale of real estate
Appeals (CA) in CA-G.R. CV No. mortgage (REM) of its real properties
102601. The CA set aside the Orders mortgaged by Tierra Grande to Banco
dated October 18, 2013 and February Filipino.
27, 2014 of the Regional Trial Court
(RTC), Branch 201, Las Pi as City in
SCA No. 13-0016. Accordingly, BF Homes prayed that the
RTC make a declaration of its rights and
duties under the Deed of Assignment of
Mortgage between Banco Filipino and For its part, BF Homes averred that the
BSP and whether the property in the mention of BF Town Corporation in the
name of BF Homes mortgaged by Tierra secretary's certificate is a mere
Grande to Banco Filipino can be typographical error that should not be
mortgaged by the latter to BSP. interpreted to mean that the corporation
did not authorize the filing of the
Petition.
On September 5, 2013, BSP filed a
motion to dismiss ad cautelam, alleging
that BF Homes had not authorized the In an Order dated October 18, 2013, the
filing of the Petition, it was not verified RTC ordered the dismissal of the case
and it did not contain the requisite for lack of authority to file the Petition. It
certification against forum shopping. ruled that in the absence of a valid
BSP maintained that the person authorization to sign the verification and
authorized, namely Ma. Luwalhati C. certification against forum shopping, the
Cruz (Cruz), to institute the Petition does Petition has no legal effect. The RTC
not have the authority because the explained as follows:
Secretary's Certificate attached to the
Petition states that Cruz is authorized
"to represent the corporation in the case The Petitioner in this case is BF Homes,
of BF Town Corporation v. Bangko Incorporation and not BF Town
Sentral ng Pilipinas, et al." Said Corporation, as correctly pointed out by
Secretary's Certificate was signed by the Bangko Sentral ng Pilipinas in its
Atty. Carmelo M. Mendoza (Atty. Motion to Dismiss Ad Cautelam dated
Mendoza), therein identified as the September 4, 2013, the complaint is not
associate corporate secretary. deemed filed and the unauthorized
complaint does not produce any legal
effect in view of the absence of such
The relevant portion of the secretary's authority supposedly granted to Ma.
certificate authorizing Cruz to file the Luwalhati Cruz.
Petition reads:

Consequently, the absence of a valid

RESOLVE as it is hereby resolved, that authorization to sign the verification and
MA. LUWALHATI C. CRUZ and other certification against Forum-Shopping
associate lawyers be authorized, as it is would make the instant petition of no
hereby authorized, to represent the legal effect.
corporation in the case of BF TOWN
CORPORATION VS. BANGKO
SENTRAL NG PILIPINAS, ET AL. On November 13, 2013, BF Homes filed
a Motion for Reconsideration
(MR)/Motion with Leave of Court to
Amend Petition/Motion to Admit
Amended Petition. BF Homes submitted Certificate attached to the Amended
that such typographical error was an Petition, the subsequent attempt of BF
excusable negligence, which it already Homes to comply with the rules should
rectified by filing an Amended Petition, not have been considered by the CA as
and attaching thereto the revised substantial compliance. BSP posited
Secretary's Certificate. In an Order that "the new and different Secretary's
dated February 27, 2014, the RTC Certificate that was attached to
denied the MR ruling that it did not respondent BF Homes' Motion for
specifically point out the error committed Reconsideration with Amended Petition
by the RTC. was issued by someone who had no
authority whatsoever to issue such a
certificate."
Aggrieved, BF Homes filed an appeal
with the CA. The CA reversed and set
aside the Orders of the RTC. It held that In its Resolution dated November 7,
BF Homes substantially complied with 2016, the CA denied BSP's MR ruling
the requirements of verification and that all issues and arguments therein
certification against forum shopping have already been passed upon in the
when it attached in its Amended Petition assailed Decision.
the revised Secretary's Certificate which
now refers to BF Homes instead of BF
Town Corporation. The CA ratiocinated Hence, this petition.
as follows:

Issue
We note that in this case, there was
already substantial compliance with the
requirements of verification and Whether the CA erred in ruling that there
certification against forum shopping was substantial compliance by BF
when petitioner-appellant attached in its Homes as regards the requirements of
Motion for Reconsideration/Motion with verification and certification against
Leave of Court to Amend Petition/Motion forum shopping.
to Admit Amended Petition, the
Secretary's Certificate showing the
authority given by the Board of Directors The Court's Ruling
of petitioner-appellant to Cruz to sign the
verification and certification in the
present case. The petition is meritorious.

On June 6, 2016, BSP filed an MR with Rule 7, Section 4 of the Rules of Court
the CA. BSP claimed that while the CA provides the requirement of verification,
points to the revised Secretary's while Section 5 of the same Rule
provides the requirement of certification thereafter learn that the same or similar
against forum shopping. These sections action or claim has been filed or is
state: pending, he shall report that fact within
five (5) days therefrom to the court
wherein his aforesaid complaint or
SEC. 4. Verification. Except when initiatory pleading has been filed.
otherwise specifically required by law or
rule, pleadings need not be under oath,
verified or accompanied by affidavit. Failure to comply with the foregoing
requirements shall not be curable by
mere amendment of the complaint or
A pleading is verified by an affidavit that other initiatory pleading but shall be
the affiant has read the pleading and cause for the dismissal of the case
that the allegations therein are true and without prejudice, unless otherwise
correct of his personal knowledge or provided, upon motion and after hearing.
based on authentic records. The submission of a false certification or
non-compliance with any of the
undertakings therein shall constitute
A pleading required to be verified which indirect contempt of court, without
contains a verification based on prejudice to the corresponding
"information and belief" or upon administrative and criminal actions. If
"knowledge, information and belief," or the acts of the party or his counsel
lacks a proper verification, shall be clearly constitute willful and deliberate
treated as an unsigned pleading. forum shopping, the same shall be
(Emphasis supplied) ground for summary dismissal with
prejudice and shall constitute direct
contempt, as well as a cause for
SEC. 5. Certification against forum administrative sanctions. (Emphasis
shopping. The plaintiff or principal party supplied)
shall certify under oath in the complaint
or other initiatory pleading asserting a
claim for relief, or in a sworn certification As a general rule, a pleading need not
annexed thereto and simultaneously be verified, unless there is a law or rule
filed therewith: (a) that he has not specifically requiring the same. Since
theretofore commenced any action or the Petition before the RTC prays that a
filed any claim involving the same issues writ of prohibition be issued
in any court, tribunal or quasi-judicial commanding the Clerk of Court and Ex-
agency and, to the best of his Officio Sheriff of the RTC of Las Pi as to
knowledge, no such other action or desist from conducting further
claim is pending therein; (b) if there is proceedings in the foreclosure case, the
such other pending action or claim, a Petition, as provided under Rule 65, is
complete statement of the present required to be verified. That said, the
status thereof; and (c) if he should requirement regarding verification of a
pleading is formal, not jurisdictional.
Such requirement is simply a condition
In the case at bar, it is undisputed that
affecting the form of pleading, the non-
BF Homes is a corporation. A
compliance of which does not
corporation has no power, except those
necessarily render the pleading fatally
expressly conferred on it by the
defective. Verification is simply intended
Corporation Code and those that are
to secure an assurance that the
implied or incidental to its existence. A
allegations in the pleading are true and
corporation exercises said powers
correct and not the product of the
through its board of directors and/or its
imagination or a matter of speculation,
duly-authorized officers and agents.
and that the pleading is filed in good
Thus, it has been observed that the
faith. The court may order the correction
power of a corporation to sue and be
of the pleading if the verification is
sued in any court is lodged with the
lacking or act on the pleading although it
board of directors that exercises its
is not verified, if the attending
corporate powers. In sum, physical acts
circumstances are such that strict
of the corporation, like the signing of
compliance with the rules may be
documents, can be performed only by
dispensed with in order that the ends of
natural persons duly authorized for the
justice may thereby be served.
purpose by corporate by-laws or by a
specific act of the board of directors. It
necessarily follows that "an individual
On the other hand, the lack of
corporate officer cannot solely exercise
certification against forum shopping is
any corporate power pertaining to the
generally not curable by the submission
corporation without authority from the
thereof after the filing of the petition.
board of directors."
Section 5, Rule 45 of the Rules of Court
provides that the failure of the petitioner
to submit the required documents that
The Corporation Code clearly
should accompany the petition, including
enunciates that all corporate powers are
the certification against forum shopping,
exercised, all business conducted, and
shall be sufficient ground for the
all properties controlled by the board of
dismissal thereof. The same rule applies
directors. A corporation has a separate
to certifications against forum shopping
and distinct personality from its directors
signed by a person on behalf of a
and officers and can only exercise its
corporation which are unaccompanied
corporate powers through the board of
by proof that said signatory is authorized
directors. Thus, it is clear that an
to file a petition on behalf of the
individual corporate officer cannot solely
corporation. Hence, even if the Court
exercise any corporate power pertaining
excuses the non-compliance as regards
to the corporation without authority from
the requirement of verification, the issue
the board of directors. An officer or
of whether the certification against forum
representative of the corporation can
shopping is defective remains.
only validly sign the certification against
forum shopping if he or she is justified by ample and sufficient reasons
authorized by the board of directors that maintain the integrity of, and do not
through a board resolution or secretary's detract from, the mandatory character of
certificate. the rule.

Accordingly, since BF Homes is a To recall, the original secretary's

corporation, the certification against certificate attached to the Petition,
forum-shopping attached to its Petition evidencing the authority of Cruz to file
filed with the RTC must be executed by the Petition, refers to the case of BF
an officer or member of the board of Town Corporation v. Bangko Sentral ng
directors or by one who is duly Pilipinas, et al., and not BF Homes,
authorized by a resolution of the board Incorporated v. Bangko Sentral ng
of directors; otherwise, such petition will Pilipinas. As evidenced by their
have to be dismissed. Courts are not, respective General Information Sheets
after all, expected to take judicial notice (GIS), BF Town Corporation is an
of corporate board resolutions or a entirely different corporation from BF
corporate officer's authority to represent Homes. Thus, the Court agrees with the
a corporation. RTC that the absence of a valid
authorization to sign the verification and
certification against forum shopping
The Court has repeatedly emphasized would make the Petition of no legal
the need to abide by the Rules of Court effect.
and the procedural requirements it
imposes. The verification of a complaint
and the attachment of a certificate of The Court is also not convinced that
non-forum shopping are requirements there was substantial compliance by BF
that as pointed out by the Court, time Homes when it attached the revised
and again basic, necessary and secretary's certificate to its Amended
mandatory for procedural orderliness. Petition. A scrutiny of the 2013 GIS of
BF Homes reveals that Atty. Mendoza is
neither the corporate secretary nor
While the Court has excused strict associate corporate secretary of BF
compliance in the past, it did so only on Homes. Instead, Atty. Mendoza is the
sufficient and justifiable grounds that President/Chairman of BF Homes while
compelled a liberal approach while Atty. Jose Luis V. Agcaoili and Atty.
avoiding the effective negation of the Ferdinand Raymund J. Navarro are the
intent of the rule on non-forum shopping. corporate secretary and associate
In other words, the rule for the corporate secretary, respectively.
submission of a certificate of non-forum Meanwhile, the 2013 GIS of BF Town
shopping, proper in form and substance, Corporation shows that Atty. Mendoza is
remains to be a strict and mandatory its corporate secretary.
rule; any liberal application has to be
 of its application, is the exception. This
Court may go beyond the strict
Therefore, it is obvious that Atty.
application of the rules only on
Mendoza was the corporate secretary of
exceptional cases when there is truly
BF Town Corporation and not BF
substantial compliance with the rule.
Homes. In other words, what had
occurred was not a mere typographical
error as BF Homes would want the
WHEREFORE, the petition for review is
Court to believe, but really the result of
GRANTED. The Decision dated May 12,
careless and reckless behavior resulting
2016 of the Court of Appeals in CA-G.R.
in the attaching of the wrong secretary's
CV No. 102601 is REVERSED and SET
certificate to the Petition. The
ASIDE. The Petition in SCA No. 13-
secretary's certificate must have been
0016 pending in the Regional Trial
really intended for the case BF Town
Court, Branch 201, Las Pi as City, is
Corporation v. Bangko Sentral ng
ordered DISMISSED.
Pilipinas and was erroneously appended
to the present Petition.

SO ORDERED. (CARPIO, J., no part;

JARDELEZA, J., designated additional
The revision of said secretary's
Member per Raffle dated April 11, 2018;
certificate would have given BF Homes
REYES, J., JR., J., on leave)"
the opportunity for the Court to apply the
rules of procedure liberally, but the
Court was again prevented from doing
so as BF Homes then committed
another error by having Atty. Mendoza
sign the revised secretary's certificate
instead of Atty. Agcaoili and Atty.
Navarro, the true corporate secretary
and associate corporate secretary,
respectively of BF Homes.

In sum, the acts of BF Homes are

anything but excusable. Consequently,
the Court holds that there can be no
substantial compliance in the present
case because the person who signed
the secretary's certificate has no
authority to issue and sign said
secretary's certificate. The application of
the rules must be the general rule, and
the suspension or even mere relaxation