Professional Documents
Culture Documents
Ratio:
1) The Republic claims that respondent Neri's
signature in the verification and certification
against non-forum shopping attached to the
complaint filed by respondents in the RTC was
defective, since there was no proof of her authority
to institute the complaint on behalf of the
corporation; and that respondent Neri is not a real
party-in-interest.
2) The SC agrees!!!
3) Neri is not a real party in interest. "Interest" means
material interest, an interest in issue and to be
affected by the decree, as distinguished from mere
interest in the question involved, or a mere
incidental interest.
4) A reading of the allegations in the complaint shows
that the acts complained of and said to have been
committed by the Republic against respondents
have solely affected the hotel's operations where
Neri was the hotel's Managing Director and whose
interest in the suit was incidental. Thus, we find
that respondent Neri has no cause of action.
Consequently, the plaintiff in this case would only
be Coalbrine.
5) A corporation has no power, except those expressly
conferred on it by the Corporation Code and those
that are implied or incidental to its existence. In
turn, a corporation exercises said powers through
its board of directors and/or its duly authorized
officers and agents.Thus, it has been observed 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 turn, physical
acts of the corporation, like the signing of
documents, can be performed only by natural
persons duly authorized for the purpose by