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Philippine Numismatic and Antiquarian Society Vs Aquino

The Philippine Numismatic and Antiquarian Society (PNAS) filed two complaints against Aquino through different representatives, creating uncertainty about who was authorized to represent PNAS. The trial court ordered PNAS to clarify who their true officers were. The respondents claimed the second representative, Atty. Villareal, was not authorized by PNAS's board of directors to file the complaint on their behalf. The Supreme Court upheld the dismissal of the complaint, finding that under the Corporation Code, a complaint filed on behalf of a corporation must be authorized by the board of directors. Since Atty. Villareal did not prove he had board authorization, the second complaint was properly dismissed.

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582 views1 page

Philippine Numismatic and Antiquarian Society Vs Aquino

The Philippine Numismatic and Antiquarian Society (PNAS) filed two complaints against Aquino through different representatives, creating uncertainty about who was authorized to represent PNAS. The trial court ordered PNAS to clarify who their true officers were. The respondents claimed the second representative, Atty. Villareal, was not authorized by PNAS's board of directors to file the complaint on their behalf. The Supreme Court upheld the dismissal of the complaint, finding that under the Corporation Code, a complaint filed on behalf of a corporation must be authorized by the board of directors. Since Atty. Villareal did not prove he had board authorization, the second complaint was properly dismissed.

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lovekimsohyun89
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© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Philippine Numismatic and Antiquarian Society vs Aquino

GR No. 206617 | Jan. 30, 2017 | J. Peralta

PNAS is a nonstock nonprofit organization. Two complaints were filed by PNAS. The
first complaint was verified by two people who claimed to be the attorneys-in-fact of
petitioner as per the Secretary’s Certificate attached to the complaint. The
verification on the second complaint was signed by Atty. Villareal. Atty. Villareal
alleged in the complaint that he was the President of PNAS and was its duly
authorized representative. Since there were two different parties claiming to
represent the petitioner, RTC issued a Joint Order directing the parties to submit
pleadings as to who are the true officers of PNAS.

The respondents alleged that Atty. Villareal was not authorized by the Board of
Directors of PNAS to institute the complaint on behalf of the corporation and that
his act was in violation of Section 23 of the Corporation Code.

RTC dismissed the complaint. The CA dismissed the petition for review. HtP.

W/N a person not duly authorized by a board resolution to file a complaint


can represent such corporation?

Held: No. Since PNAS is a corporation, the certification attached to the complaint to
the RTC must be executed by an officer or member of the board of directors or one
who is duly authorized by the board of directors, otherwise the complaint is
dismissed.

Since Atty. Villlareal failed to prove that he was authorized through a Board
Resolution to represent PNAS in filing the 2nd complaint, the case was properly
dismissed.

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