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Swedish Match Philippines, Inc., Petitioner, vs. The Treasurer of The City of Manila

The board of directors has the sole authority to exercise corporate powers on behalf of the corporation, including the authority to sue or be sued. An individual corporate officer cannot exercise these powers without approval from the board. While a verification lacking proper authorization is defective, it does not necessarily render the pleading invalid. Rules of procedure are meant to secure substantial justice, not be applied rigidly and technically. Double taxation means taxing the same property twice for the same purpose by the same jurisdiction, which is prohibited.

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200 views2 pages

Swedish Match Philippines, Inc., Petitioner, vs. The Treasurer of The City of Manila

The board of directors has the sole authority to exercise corporate powers on behalf of the corporation, including the authority to sue or be sued. An individual corporate officer cannot exercise these powers without approval from the board. While a verification lacking proper authorization is defective, it does not necessarily render the pleading invalid. Rules of procedure are meant to secure substantial justice, not be applied rigidly and technically. Double taxation means taxing the same property twice for the same purpose by the same jurisdiction, which is prohibited.

Uploaded by

Renz Amon
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOCX, PDF, TXT or read online on Scribd
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G.R. No. 181277. July 3, 2013.

*
SWEDISH MATCH PHILIPPINES, INC., petitioner, vs. THE TREASURER OF THE
CITY OF MANILA, respondent.
Corporation Law; Board of Directors; The power of a corporation to sue and be sued is
lodged in the board of directors, which exercises its corporate powers.—The power of a
corporation to sue and be sued is lodged in the board of directors, which exercises its corporate
powers. It necessarily follows that “an individual corporate officer cannot solely exercise any
corporate power pertaining to the corporation without authority from the board of directors.”
Thus, physical acts of the corporation, like the signing of documents, can be performed only
by natural persons duly authorized for the purpose by corporate by-laws or by a specific act
of the board of directors.
Remedial Law; Civil Procedure; Verification; The requirement of verification is simply a
condition affecting the form of the pleading and non-compliance does not necessarily render
the pleading fatally defective.—A verification signed without an authority from the board of
directors is defective. However, the requirement of verification is simply a condition affecting
the form of the pleading and non-compliance does not necessarily render the
pleading fatally defective. The court may in fact order the correction of the pleading if
verification is lacking or, it may act on the pleading although it may not have been verified,
where it is made evident that strict compliance with the rules may be dispensed with so that
the ends of justice may be served.
Procedural Rules and Technicalities; Rules of procedure are not to be applied in a very
rigid, technical manner, but are used only to help secure substantial justice.—In Mediserv v.
Court of Appeals, 617 SCRA 284 (2010), we said that a liberal construction of the rules may
be invoked in situations in which there may be some excusable formal deficiency or error in
a pleading, provided that the invocation thereof does not subvert the essence of the
proceeding, but at least connotes a reasonable attempt at compliance with the rules. After
_______________
* FIRST DIVISION.
429
VOL. 700, JULY 3, 2013 429
Swedish Match Philippines, Inc. vs. Treasurer of the City
of Manila
all, rules of procedure are not to be applied in a very rigid, technical manner, but are
used only to help secure substantial justice.
Taxation; Double Taxation; Words and Phrases; Double taxation means taxing the same
property twice when it should be taxed only once; that is, “taxing the same person twice by the
same jurisdiction for the same thing.”—At the outset, it must be pointed out that the issue of
double taxation is not novel, as it has already been settled by this Court in The City of Manila
v. Coca-Cola Bottlers Philippines, Inc., 595 SCRA 299 (2009), in this wise: Petitioners
obstinately ignore the exempting proviso in Section 21 of Tax Ordinance No. 7794, to their
own detriment. Said exempting proviso was precisely included in said section so as to avoid
double taxation. Double taxation means taxing the same property twice when it should be
taxed only once; that is, “taxing the same person twice by the same jurisdiction for the same
thing.” It is obnoxious when the taxpayer is taxed twice, when it should be but once.
Otherwise described as “direct duplicate taxation,” the two taxes must be imposed on the
same subject matter, for the same purpose, by the same taxing authority, within the same
jurisdiction, during the same taxing period; and the taxes must be of the same kind or
character.

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