Republic
of the Philippines
Supreme
Court
Manila
THIRD DIVISION
HUTAMA-RSEA/SUPERMAX PHILS., J.V.,
Petitioner,
- versus -
KCD BUILDERS CORPORATION,
represented by its President CELSO C. DIOKNO,
Respondent.
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G.R. No. 173181
Present:
CORONA, J.,
Chairperson,
VELASCO, JR.,
NACHURA,
MENDOZA, JJ.
Promulgated:
March 3, 2010
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DECISION
NACHURA, J.:
Before the Court is a petition for review on certiorari under Rule 45 of the Rules of Court, assailing
the Decision[1] dated October 14, 2005
and the Resolution[2] dated June 19, 2006 of
the Court of Appeals (CA) in CA-G.R. CV No. 78262.
The Facts
The facts of the case, as summarized by the CA,
are as follows:
On 10 December 2001,
appellee KCD Builders Corporation filed a complaint for sum of money against appellants
[Hutama-RSEA/Super Max, Philippines and/or Charles H.C. Yang] before the Regional Trial Court of Makati. Its
cause of action arose from a written contract which was the Notice to Proceed
dated 10 November 2000 executed by the parties whereby appellant [Hutama] as
principal contractor of Package 2-Site Works in Philips Semiconductors Phils.
Inc. – Integrated Circuits Plant Phase II Project located at the Light Industry
and Science Park of the Philippines-2 (LISPP-2) Calamba, Laguna
contracted with appellee [KCD] as sub-contractor for the said
project. The final billing dated 20 September 2001 was submitted to
appellant Charles H.C. Yang, and despite a joint evaluation by the parties
through their respective representatives who agreed on the amount [of] P2,967,164.71
as HUTAMA’s total obligation to appellee [KCD], and a letter of demand,
appellant corporation [Hutama] failed and refused to pay.
Summons
was served on appellants [Hutama and Yang] on 8 February 2002 which was
received by their secretary, Ms. Evelyn Estrabela in behalf of the two
defendants [Hutama and Yang]. On 21 February 2002, their counsel filed an Entry
of Appearance and Motion for Extension of time to File Responsive
Pleading. They were given a 20-day extension period to file the
responsive pleading, or until 16 March 2002.
On
11 April 2002, appellee [KCD] filed a Motion to Declare Defendant/s [Hutama and
Yang] in Default for failure to file the responsive pleading within the
extended period, and set the same for hearing on 26 April 2002.
On
23 April 2002, appellant Charles H.C. Yang filed a Motion to Dismiss for
failure of the complaint to state a case of action against him, as he merely
signed the sub-contract between the parties not for his personal benefit but
only in behalf of appellant HUTAMA. On the same date, appellant
HUTAMA filed an Urgent Motion to Admit Attached Answer with Compulsory
Counterclaim, together with the said answer.
During
the hearing on appellee’s [KCD’s] motion to declare defendant/s [Hutama and
Yang] in default, the trial court noted the filing of appellants’ [Hutama and
Yang’s] respective motion to dismiss and answer with counterclaim but noted
that the filing thereof on 27 March 2002 was too late considering that they
were only given an extended period up [to] 16 March 2002 to do the
same. Thus, the trial court granted the motion to declare defendants
[Hutama and Yang] in default and directed, upon appellee’s [KCD’s] motion, the
presentation of evidence ex-parte before the branch clerk of court who was
appointed as commissioner to received evidence.
Appellants
[Hutama and Yang] filed an Urgent Motion to Set Aside Order of
Default. During the hearing, the trial court ordered appellee [KCD]
to file an opposition or comment. After the Manifestation filed by
appellee [KCD] on 24 June 2002, the trial court set anew the hearing on the
motion to set aside order of default on 22 August 2002, but appellants [Hutama
and Yang] failed to appear. The trial court then denied the said
motion in the Order dated 19 September 2002.
During
the ex-parte presentation of evidence, appellee’s [KCD’s] witness Celso C.
Dioko testified that there was a contract executed between appellants [Hutama
and Yang] and appellee [KCD] regarding the construction of Package 2 Site Works
in Philips Semiconductor Phils. Inc., Calamba, Laguna where appellee [KCD] was
the sub-contractor as evidenced by a Notice to Proceed. After the
completion of the project, he [Dioko] billed them the total amount of P3,009,954.05. After
they [Hutama and Yang] received the bill, they asked him [Dioko] to have a
joint evaluation by their engineer and his engineer on site. The
authorized engineer to evaluate the amount arrived at was Engr. Jose De
Asis. Thus, their authorized engineers came out with the total
amount of P2,967,164.71 as cost of the project. After
the joint evaluation, he [Dioko] again sent the bill to appellant Charles H.C.
Yang and wrote a letter to HUTAMA to pay the final billing. The
appellants [Hutama and Yang], however, failed to comply with the
demand. Upon the filing of this case, appellee
[KCD] paid P30,000.00 acceptance fee and P3,000.00
per appearance fee and a contingency of 15% of the total amount due as
attorney’s fees.
Engr.
Jose De Asis testified that he is an employee of appellee
corporation [KCD] and knows the appellants [Hutama and
Yang] to be the representatives of HUTAMA. He was the one who
prepared the final evaluation and the total outstanding obligation inside the
office of Philips Conductors [in] Calamba, Laguna. He and appellants
[Hutama and Yang] were present when the agreement was prepared and the amount
agreed upon was promised to be paid to Dioko.[3]
On February 20, 2003, the Regional Trial Court
(RTC) rendered a decision[4] in favor of KCD Builders Corporation
(KCD), viz.:
WHEREFORE, in view of the foregoing premises,
judgment is rendered in favor of the plaintiff [KCD] as against the defendant[s
Hutama and Yang], ordering the defendants to:
1.) Pay the plaintiff [KCD] the amount of P2,967,164.71
representing the defendants [Hutama and Yang’s] total
indebtedness in favor of the plaintiff [KCD] with interest of 12% per annum
from October 11, 2001, until the same has been fully paid;
2.) Pay the plaintiff [KCD] 5% of the total amount
awarded plus P30,000.00 acceptance fees and P3,000.00
appearance fees as and by way of attorney’s fees; and
3.) Costs of the suit.
SO ORDERED.[5]
Aggrieved, Hutama Semiconductor Phils., Inc. (Hutama) and Charles
H.C. Yang (Yang) filed an appeal before the CA. On October 14, 2005, the CA
rendered a Decision,[6] the dispositive portion
of which reads:
WHEREFORE, the foregoing considered, the assailed
decision is hereby modified by dismissing the complaint
against appellant Charles H.C. Yang for lack of cause of action. The
decision is AFFIRMED in all other respects.
SO ORDERED.[7]
Unsatisfied, Hutama and Yang filed a motion for reconsideration;
however, the same was denied in a Resolution[8] dated June 19, 2006.
Hence, this petition.
The Issues
Petitioner assigned the following errors:
I
THE HONORABLE COURT OF
APPEALS COMMITTED A SERIOUS, REVERSIBLE ERROR, IF NOT GRAVE ABUSE OF
DISCRETION, IN REFUSING TO RESOLVE AS TO –
(A) WHETHER OR NOT THE COURT A QUO COMMITTED
SERIOUS, REVERSIBLE ERROR, WHEN IT FAILED TO CONSIDER THAT RESPONDENT ABANDONED
THE PROJECT AND IT IS THE LATTER (sic) LIABLE TO PETITIONER;
(B) WHETHER OR NOT THE COURT A QUO COMMITTED
SERIOUS, REVERSIBLE ERROR, WHEN IT DENIED PETITIONER’S RIGHTS TO PRESENT ITS
EVIDENCE IN VIOLATION OF ITS CONSTITUTIONAL RIGHTS TO DUE PROCESS; AND
(C) WHETHER OR NOT THE COURT A QUO COMMITTED
SERIOUS, REVERSIBLE ERROR, WHEN IT FAILED TO CONSIDER THAT RESPONDENT FAILED TO
COMPLY WITH SECTION 5, RULE 7 OF THE 1997 RULES OF CIVIL PROCEDURE ON
VERIFICATION AND CERTIFICATION OF NON-FORUM SHOPPING;
II
THE HONORABLE COURT OF
APPEALS COMMITTED A SERIOUS, REVERSIBLE ERROR, IF NOT GRAVE ABUSE OF
DISCRETION, IN DENYING PETITIONER[’S] MOTION FOR RECONSIDERATION WITHOUT
STATING CLEARLY AND DISTINCTLY THE FACTUAL AND LEGAL BASIS THEREOF.[9]
In sum, the sole issue for resolution is whether
the CA erred in affirming the decision of the RTC as to the liability of Hutama
to KCD.
The Ruling of the Court
We resolve to deny the petition.
First, Hutama assails the decision of the CA
based on its claim that it is KCD which owes them a sum of money because the
latter abandoned the project. In other words, Hutama is asking this Court to
review the factual findings of the RTC and the CA. This position of petitioner
is untenable.
A petition under Rule 45 of the Rules of Court
shall raise only questions of law. As a rule, findings of fact of a trial
judge, when affirmed by the CA, are binding upon the Supreme Court. This rule
admits of only a few exceptions, such as when the findings are grounded
entirely on speculations, surmises or conjectures; when an inference made by
the appellate court from its factual findings is manifestly mistaken, absurd or
impossible; when there is grave abuse of discretion in the appreciation of
facts; when the findings of the appellate court go beyond the issues of the
case, run contrary to the admissions of the parties to the case, or fail to
notice certain relevant facts which, if properly considered, will justify a
different conclusion; when there is a misappreciation of facts; when the
findings of fact are conclusions without mention of the specific evidence on
which they are based, are premised on the absence of evidence, or are
contradicted by the evidence on record.[10] However, not one of the
exceptions is present in this case.
Based on the findings of fact of the RTC, which
were affirmed by the CA, it was proven that Hutama contracted the services of
KCD as a sub-contractor of Package 2 Site Works at Phillips Semiconductors
Philippines, Inc. – Integrated Circuits Plant Phase II Project, located in
Calamba, Laguna. After the completion of the project, KCD billed Hutama Three
Million Nine Hundred Nine Thousand Nine Hundred Sixty-Four Pesos and 05/100 (P3,909,964.05).
The amount was reduced to Two Million Nine Hundred Sixty-Seven Thousand One
Hundred Sixty-Four Pesos and 71/100 (P2,967,164.71) by agreement of the
parties. Thus, on October 11, 2001, KCD sent Hutama the final bill. However,
Hutama refused to settle the obligation and its refusal compelled KCD to file
the collection suit before the RTC.
Second, Hutama avers that the CA committed a reversible error when
it upheld the decision of the RTC, which was based on the ex-parte evidence
presented by KCD. Allegedly, its constitutional right to due process was
violated when the RTC issued an order of default[11] which resulted in its
failure to present evidence.
However, we find that the RTC acted within the confines of its
discretion when it issued the order of default upon the motion of KCD when
Hutama failed to file an answer within the extended period. The RTC did not
hastily issue the order of default. It gave Hutama the opportunity to explain
its side. On August 22, 2002, the motion to set aside the order of default was
set for hearing, but neither Hutama’s counsel, nor any other representative of
petitioner corporation, appeared. According to the counsel of Hutama, in his
Memorandum,[12] he failed to file an
answer on time because he went to the province for the Lenten season. He
assigned the case to his associate, but the latter also went to the province.
This flimsy excuse deserves scant consideration.
Third, Hutama questions the verification and certification on
non-forum shopping of KCD, issued by its board of directors, because the same
was signed by the latter’s president without proof of authority to sign the
same.
A pleading is verified by an affidavit that an affiant has read
the pleading and that the allegations therein are true and correct as to his
personal knowledge or based on authentic records. The party does not need to
sign the verification. A party's representative, lawyer, or any person who
personally knows the truth of the facts alleged in the pleading may sign the
verification.[13]
On the other hand, a certification of non-forum shopping is a
certification under oath by the plaintiff or principal party in the complaint
or other initiatory pleading, asserting a claim for relief, or in a sworn
certification annexed thereto and simultaneously filed therewith, that (a) he
has not theretofore commenced any action or filed any claim involving the same
issues in any court, tribunal or quasi-judicial agency and, to the best of his
knowledge, no such other action or claim is pending therein; (b) if there is
such other pending action or claim, a complete statement of the present status
thereof; and (c) if he should thereafter learn that the same or similar action
or claim has been filed or is pending, he shall report that fact within five
days therefrom to the court wherein his aforesaid complaint or initiatory
pleading has been filed.[14]
It is true that the power of a corporation to sue and be sued is
lodged in the board of directors that exercises its corporate powers.[15] However, it is
settled – and we have so declared in numerous decisions – that the president of
a corporation may sign the verification and the certification of non-forum
shopping.
In Ateneo de Naga
University v. Manalo,[16] we held that the lone
signature of the University President was sufficient to fulfill the
verification requirement, because such officer had sufficient knowledge to
swear to the truth of the allegations in the petition.
In People’s Aircargo and
Warehousing Co., Inc. v. CA,[17] we held that in the absence of a charter or bylaw provision to the
contrary, the president of a corporation is presumed to have the authority to
act within the domain of the general objectives of its business and within the
scope of his or her usual duties. Moreover, even if a certain contract or
undertaking is outside the usual powers of the president, the corporation’s
ratification of the contract or undertaking and the acceptance of benefits
therefrom make the corporate president’s actions binding on the corporation.
Finally, Hutama questions the resolution of the CA on its motion
for reconsideration on the ground that it denied the same without stating
clearly and distinctly the factual and legal basis thereof.
In denying petitioner’s motion for reconsideration, the CA ruled
that it found no plausible reason to depart from its earlier decision wherein
all the issues had been exhaustively passed upon. That ruling contained a
sufficient legal reason or basis to deny the motion. There was no need for the CA to restate the
rationale for its decision that the petitioner wanted reconsidered.
WHEREFORE, in view of the foregoing, the instant petition is DENIED. The Decision dated October 14, 2005 and the Resolution dated
June 19, 2006 of the Court of Appeals in CA-G.R. CV No. 78262 are hereby AFFIRMED. Costs against
petitioners.
SO ORDERED.
ANTONIO EDUARDO B. NACHURA
Associate Justice
WE CONCUR:
RENATO C. CORONA
Associate Justice
Chairperson
PRESBITERO
J. VELASCO, JR.
Associate
Justice
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MARIANO
C. DEL CASTILLO
Associate
Justice
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JOSE CATRAL MENDOZA
Associate
Justice
A T T E S T A T I O N
I attest that the conclusions in the above
Decision had been reached in consultation before the case was assigned to the
writer of the opinion of the Court’s Division.
RENATO C. CORONA
Associate Justice
Chairperson, Third Division
C E R T I F I C A T I O N
Pursuant to Section 13, Article VIII of the
Constitution and the Division Chairperson's Attestation, I certify that the
conclusions in the above Decision had been reached in consultation before the
case was assigned to the writer of the opinion of the Court’s Division.
REYNATO S. PUNO
Chief Justice