Republic of the Philippines SUPREME COURT Manila SECOND DIVISION G.R. No.

152392 May 26, 2005 EXPERTRAVEL & TOURS, INC., petitioner, vs. COURT OF APPEALS a ! "OREAN AIRLINES, respondent. DECISION CALLE#O, SR., J.$ efore us is a petition for revie! on certiorari of the Decision" of the Court of #ppeals $C#% in C#&'.R. SP No. ("))) dis*issin+ the petition for certiorari and mandamus filed b, E-pertravel and .ours, Inc. $E.I%. T%& A '&(&!& ') /orean #irlines $/#0% is a corporation established and re+istered in the Republic of South /orea and licensed to do business in the Philippines. Its +eneral *ana+er in the Philippines is Su1 /,oo /i*, !hile its appointed counsel !as #tt,. Mario #+uinaldo and his la! fir*. On Septe*ber (, "222, /#0, throu+h #tt,. #+uinaldo, filed a Co*plaint3 a+ainst E.I !ith the Re+ional .rial Court $R.C% of Manila, for the collection of the principal a*ount of P3(),"4).)), plus attorne,5s fees and e-e*plar, da*a+es. .he verification and certification a+ainst foru* shoppin+ !as si+ned b, #tt,. #+uinaldo, !ho indicated therein that he !as the resident a+ent and le+al counsel of /#0 and had caused the preparation of the co*plaint. E.I filed a *otion to dis*iss the co*plaint on the +round that #tt,. #+uinaldo !as not authori6ed to e-ecute the verification and certificate of non&foru* shoppin+ as re7uired b, Section 4, Rule 8 of the Rules of Court. /#0 opposed the *otion, contendin+ that #tt,. #+uinaldo !as its resident a+ent and !as re+istered as such !ith the Securities and E-chan+e Co**ission $SEC% as re7uired b, the Corporation Code of the Philippines. It !as further alle+ed that #tt,. #+uinaldo !as also the corporate secretar, of /#0. #ppended to the said opposition !as the identification card of #tt,. #+uinaldo, sho!in+ that he !as the la!,er of /#0. Durin+ the hearin+ of 9anuar, 3:, 3))), #tt,. #+uinaldo clai*ed that he had been authori6ed to file the co*plaint throu+h a resolution of the /#0 oard of Directors approved durin+ a special *eetin+ held on 9une 34, "222. ;pon his *otion, /#0 !as +iven a period of ") da,s !ithin !hich to sub*it a cop, of the said resolution. .he trial court +ranted the *otion. #tt,. #+uinaldo subse7uentl, filed other si*ilar *otions, !hich the trial court +ranted. <inall,, /#0 sub*itted on March (, 3))) an #ffidavit = of even date, e-ecuted b, its +eneral *ana+er Su1 /,oo /i*, alle+in+ that the board of directors conducted a special teleconference on 9une 34, "222, !hich he and #tt,. #+uinaldo attended. It !as also averred that in that sa*e teleconference, the board of directors approved a resolution authori6in+ #tt,. #+uinaldo to e-ecute the certificate of non&foru* shoppin+ and to file

the co*plaint. Su1 /,oo /i* also alle+ed, ho!ever, that the corporation had no !ritten cop, of the aforesaid resolution. On #pril "3, 3))), the trial court issued an Order> den,in+ the *otion to dis*iss, +ivin+ credence to the clai*s of #tt,. #+uinaldo and Su1 /,oo /i* that the /#0 oard of Directors indeed conducted a teleconference on 9une 34, "222, durin+ !hich it approved a resolution as 7uoted in the sub*itted affidavit. E.I filed a *otion for the reconsideration of the Order, contendin+ that it !as inappropriate for the court to ta1e ?udicial notice of the said teleconference !ithout an, prior hearin+. .he trial court denied the *otion in its Order4dated #u+ust :, 3))). E.I then filed a petition for certiorari and mandamus, assailin+ the orders of the R.C. In its co**ent on the petition, /#0 appended a certificate si+ned b, #tt,. #+uinaldo dated 9anuar, "), 3))), !orded as follo!s@ SECRE.#RA5SBRESIDEN. #'EN.5S CER.I<IC#.E /NOC #00 MEN A .DESE PRESEN.S@ I, Mario #. #+uinaldo, of le+al a+e, <ilipino, and dul, elected and appointed Corporate Secretar, and Resident #+ent of /ORE#N #IR0INES, a forei+n corporation dul, or+ani6ed and e-istin+ under and b, virtue of the la!s of the Republic of /orea and also dul, re+istered and authori6ed to do business in the Philippines, !ith office address at 'round <loor, 0P0 Pla6a uildin+, "3> #lfaro St., Salcedo Villa+e, Ma1ati Cit,, DERE A CER.I<A that durin+ a special *eetin+ of the oard of Directors of the Corporation held on 9une 34, "222 at !hich a 7uoru* !as present, the said oard unani*ousl, passed, voted upon and approved the follo!in+ resolution !hich is no! in full force and effect, to !it@ RESO0VED, that Mario #. #+uinaldo and his la! fir* M.#. #+uinaldo E #ssociates or an, of its la!,ers are hereb, appointed and authori6ed to ta1e !ith !hatever le+al action necessar, to effect the collection of the unpaid account of E-pert .ravel E .ours. .he, are hereb, specificall, authori6ed to prosecute, liti+ate, defend, si+n and e-ecute an, docu*ent or paper necessar, to the filin+ and prosecution of said clai* in Court, attend the Pre&.rial Proceedin+s and enter into a co*pro*ise a+ree*ent relative to the above& *entioned clai*. IN CI.NESS CDEREO<, I have hereunto affi-ed *, si+nature this ") th da, of 9anuar,, "222, in the Cit, of Manila, Philippines. $S+d.% M#RIO #. #';IN#0DO Resident #+ent S; SCRI ED #ND SCORN to before *e this ") th da, of 9anuar,, "222, #tt,. Mario #. #+uinaldo e-hibitin+ to *e his Co**unit, .a- Certificate No. ">2">4>4, issued on 9anuar, 8, 3))) at Manila, Philippines. Doc. No. ""2F $S+d.% Pa+e No. 34F #..A. DENRA D. #D#S# oo1 No. GGIV Notar, Public Series of 3))). ;ntil Dece*ber =", 3))) P.R H::24:=BM0# "B=B3)))(

On Dece*ber ":, 3))", the C# rendered ?ud+*ent dis*issin+ the petition, rulin+ that the verification and certificate of non&foru* shoppin+ e-ecuted b, #tt,. #+uinaldo !as sufficient co*pliance !ith the Rules of Court. #ccordin+ to the appellate court, #tt,. #+uinaldo had been dul, authori6ed b, the board resolution approved on 9une 34, "222, and !as the resident a+ent of /#0. #s such, the R.C could not be faulted for ta1in+ ?udicial notice of the said teleconference of the /#0 oard of Directors. E.I filed a *otion for reconsideration of the said decision, !hich the C# denied. .hus, E.I, no! the petitioner, co*es to the Court b, !a, of petition for revie! on certiorari and raises the follo!in+ issue@ DID P; 0IC RESPONDEN. CO;R. O< #PPE#0S DEP#R. <ROM .DE #CCEP.ED #ND ;S;#0 CO;RSE O< 9;DICI#0 PROCEEDIN'S CDEN I. RENDERED I.S I;ES.IONED DECISION #ND CDEN I. ISS;ED I.S I;ES.IONED RESO0;.ION, #NNEGES # #ND O< .DE INS.#N. PE.I.IONJ8 .he petitioner asserts that co*pliance !ith Section 4, Rule 8, of the Rules of Court can be deter*ined onl, fro* the contents of the co*plaint and not b, docu*ents or pleadin+s outside thereof. Dence, the trial court co**itted +rave abuse of discretion a*ountin+ to e-cess of ?urisdiction, and the C# erred in considerin+ the affidavit of the respondent5s +eneral *ana+er, as !ell as the Secretar,5sBResident #+ent5s Certification and the resolution of the board of directors contained therein, as proof of co*pliance !ith the re7uire*ents of Section 4, Rule 8 of the Rules of Court. .he petitioner also *aintains that the R.C cannot ta1e ?udicial notice of the said teleconference !ithout prior hearin+, nor an, *otion therefor. .he petitioner reiterates its sub*ission that the teleconference and the resolution adverted to b, the respondent !as a *ere fabrication. .he respondent, for its part, avers that the issue of !hether *odern technolo+, is used in the field of business is a factual issueF hence, cannot be raised in a petition for revie! on certiorari under Rule >4 of the Rules of Court. On the *erits of the petition, it insists that #tt,. #+uinaldo, as the resident a+ent and corporate secretar,, is authori6ed to si+n and e-ecute the certificate of non&foru* shoppin+ re7uired b, Section 4, Rule 8 of the Rules of Court, on top of the board resolution approved durin+ the teleconference of 9une 34, "222. .he respondent insists that Ktechnolo+ical advances in this ti*e and a+e are as co**onplace as da,brea1.K Dence, the courts *a, ta1e ?udicial notice that the Philippine 0on+ Distance .elephone Co*pan,, Inc. had provided a record of corporate conferences and *eetin+s throu+h <iberNet usin+ fiber&optic trans*ission technolo+,, and that such technolo+, facilitates voice and i*a+e trans*ission !ith easeF this *a1es constant co**unication bet!een a forei+n&based office and its Philippine&based branches faster and easier, allo!in+ for cost&cuttin+ in ter*s of travel concerns. It points out that even the E&Co**erce 0a! has reco+ni6ed this *odern technolo+,. .he respondent posits that the courts are a!are of this develop*ent in technolo+,F hence, *a, ta1e ?udicial notice thereof !ithout need of hearin+s. Even if such hearin+ is re7uired, the re7uire*ent is nevertheless satisfied if a part, is allo!ed to file pleadin+s b, !a, of co**ent or opposition thereto. In its repl,, the petitioner pointed out that there are no rulin+s on the *atter of teleconferencin+ as a *eans of conductin+ *eetin+s of board of directors for purposes of passin+ a resolutionF until and after teleconferencin+ is reco+ni6ed as a le+iti*ate *eans

of +atherin+ a 7uoru* of board of directors, such cannot be ta1en ?udicial notice of b, the court. It asserts that safe+uards *ust first be set up to prevent an, *ischief on the public or to protect the +eneral public fro* an, possible fraud. It further proposes possible a*end*ents to the Corporation Code to +ive reco+nition to such *anner of board *eetin+s to transact business for the corporation, or other related corporate *attersF until then, the petitioner asserts, teleconferencin+ cannot be the sub?ect of ?udicial notice. .he petitioner further avers that the supposed holdin+ of a special *eetin+ on 9une 34, "222 throu+h teleconferencin+ !here #tt,. #+uinaldo !as supposedl, +iven such an authorit, is a farce, considerin+ that there !as no *ention of !here it !as held, !hether in this countr, or else!here. It insists that the Corporation Code re7uires board resolutions of corporations to be sub*itted to the SEC. Even assu*in+ that there !as such a teleconference, it !ould be a+ainst the provisions of the Corporation Code not to have an, record thereof. .he petitioner insists that the teleconference and resolution adverted to b, the respondent in its pleadin+s !ere *ere fabrications foisted b, the respondent and its counsel on the R.C, the C# and this Court. .he petition is *eritorious. Section 4, Rule 8 of the Rules of Court provides@ SEC. 4. Certification against forum shopping. .he plaintiff or principal part, shall certif, under oath in the co*plaint or other initiator, pleadin+ assertin+ a clai* for relief, or in a s!orn certification anne-ed thereto and si*ultaneousl, filed there!ith@ $a% that he has not theretofore co**enced an, action or filed an, clai* involvin+ the sa*e issues in an, court, tribunal or 7uasi&?udicial a+enc, and, to the best of his 1no!led+e, no such other action or clai* is pendin+ thereinF $b% if there is such other pendin+ action or clai*, a co*plete state*ent of the present status thereofF and $c% if he should thereafter learn that the sa*e or si*ilar action or clai* has been filed or is pendin+, he shall report that fact !ithin five $4% da,s therefro* to the court !herein his aforesaid co*plaint or initiator, pleadin+ has been filed. <ailure to co*pl, !ith the fore+oin+ re7uire*ents shall not be curable b, *ere a*end*ent of the co*plaint or other initiator, pleadin+ but shall be cause for the dis*issal of the case !ithout pre?udice, unless other!ise provided, upon *otion and after hearin+. .he sub*ission of a false certification or non&co*pliance !ith an, of the underta1in+s therein shall constitute indirect conte*pt of court, !ithout pre?udice to the correspondin+ ad*inistrative and cri*inal actions. If the acts of the part, or his counsel clearl, constitute !illful and deliberate foru* shoppin+, the sa*e shall be +round for su**ar, dis*issal !ith pre?udice and shall constitute direct conte*pt, as !ell as a cause for ad*inistrative sanctions. It is settled that the re7uire*ent to file a certificate of non&foru* shoppin+ is *andator, : and that the failure to co*pl, !ith this re7uire*ent cannot be e-cused. .he certification is a peculiar and personal responsibilit, of the part,, an assurance +iven to the court or other tribunal that there are no other pendin+ cases involvin+ basicall, the sa*e parties, issues and causes of action. Dence, the certification *ust be acco*plished b, the part, hi*self because he has actual 1no!led+e of !hether or not he has initiated si*ilar actions or proceedin+s in different courts or tribunals. Even his counsel *a, be una!are of such facts.2 Dence, the re7uisite certification e-ecuted b, the plaintiff5s counsel !ill not suffice.")

In a case !here the plaintiff is a private corporation, the certification *a, be si+ned, for and on behalf of the said corporation, b, a specificall, authori6ed person, includin+ its retained counsel, !ho has personal 1no!led+e of the facts re7uired to be established b, the docu*ents. .he reason !as e-plained b, the Court inNational Steel Corporation v. Court of Appeals,"" as follo!s@ ;nli1e natural persons, corporations *a, perfor* ph,sical actions onl, throu+h properl, dele+ated individualsF na*el,, its officers andBor a+ents. L .he corporation, such as the petitioner, has no po!ers e-cept those e-pressl, conferred on it b, the Corporation Code and those that are i*plied b, or are incidental to its e-istence. In turn, a corporation e-ercises said po!ers throu+h its board of directors andBor its dul,&authori6ed officers and a+ents. Ph,sical acts, li1e the si+nin+ of docu*ents, can be perfor*ed onl, b, natural persons dul,&authori6ed for the purpose b, corporate b,&la!s or b, specific act of the board of directors. K#ll acts !ithin the po!ers of a corporation *a, be perfor*ed b, a+ents of its selectionF and e-cept so far as li*itations or restrictions !hich *a, be i*posed b, special charter, b,&la!, or statutor, provisions, the sa*e +eneral principles of la! !hich +overn the relation of a+enc, for a natural person +overn the officer or a+ent of a corporation, of !hatever status or ran1, in respect to his po!er to act for the corporationF and a+ents once appointed, or *e*bers actin+ in their stead, are sub?ect to the sa*e rules, liabilities and incapacities as are a+ents of individuals and private persons.K L L <or !ho else 1no!s of the circu*stances re7uired in the Certificate but its o!n retained counsel. Its re+ular officers, li1e its board chair*an and president, *a, not even 1no! the details re7uired therein. Indeed, the certificate of non&foru* shoppin+ *a, be incorporated in the co*plaint or appended thereto as an inte+ral part of the co*plaint. .he rule is that co*pliance !ith the rule after the filin+ of the co*plaint, or the dis*issal of a co*plaint based on its non& co*pliance !ith the rule, is i*per*issible. Do!ever, in e-ceptional circu*stances, the court *a, allo! subse7uent co*pliance !ith the rule. "3 If the authorit, of a part,5s counsel to e-ecute a certificate of non&foru* shoppin+ is disputed b, the adverse part,, the for*er is re7uired to sho! proof of such authorit, or representation. In this case, the petitioner, as the defendant in the R.C, assailed the authorit, of #tt,. #+uinaldo to e-ecute the re7uisite verification and certificate of non&foru* shoppin+ as the resident a+ent and counsel of the respondent. It !as, thus, incu*bent upon the respondent, as the plaintiff, to alle+e and establish that #tt,. #+uinaldo had such authorit, to e-ecute the re7uisite verification and certification for and in its behalf. .he respondent, ho!ever, failed to do so. .he verification and certificate of non&foru* shoppin+ !hich !as incorporated in the co*plaint and si+ned b, #tt,. #+uinaldo reads@ I, Mario #. #+uinaldo of le+al a+e, <ilipino, !ith office address at Suite 3") 'edisco Centre, "4(> #. Mabini cor. P. 'il Sts., Er*ita, Manila, after havin+ s!orn to in accordance !ith la! hereb, deposes and sa,@ .D#. & ". I a* the Resident #+ent and 0e+al Counsel of the plaintiff in the above entitled case and have caused the preparation of the above co*plaintF 3. I have read the co*plaint and that all the alle+ations contained therein are true and

correct based on the records on filesF =. I hereb, further certif, that I have not co**enced an, other action or proceedin+ involvin+ the sa*e issues in the Supre*e Court, the Court of #ppeals, or different divisions thereof, or an, other tribunal or a+enc,. If I subse7uentl, learned that a si*ilar action or proceedin+ has been filed or is pendin+ before the Supre*e Court, the Court of #ppeals, or different divisions thereof, or an, tribunal or a+enc,, I !ill notif, the court, tribunal or a+enc, !ithin five $4% da,s fro* such noticeB1no!led+e. $S+d.% M#RIO #. #';IN#0DO #ffiant CI.A O< M#NI0# S; SCRI ED #ND SCORN .O before *e this =) th da, of #u+ust, "222, affiant e-hibitin+ to *e his Co**unit, .a- Certificate No. ))(8")>8 issued on 9anuar, 8, "222 at Manila, Philippines. Doc. No. "))4F $S+d.% Pa+e No. "2:F #..A. DENRA D. #D#S# oo1 No. GGI Notar, Public Series of "222. ;ntil Dece*ber =", 3))) P.R No. =3)4)" Mla. "B>B22"=

#s +leaned fro* the afore7uoted certification, there !as no alle+ation that #tt,. #+uinaldo had been authori6ed to e-ecute the certificate of non&foru* shoppin+ b, the respondent5s oard of DirectorsF *oreover, no such board resolution !as appended thereto or incorporated therein. Chile #tt,. #+uinaldo is the resident a+ent of the respondent in the Philippines, this does not *ean that he is authori6ed to e-ecute the re7uisite certification a+ainst foru* shoppin+. ;nder Section "38, in relation to Section "3: of the Corporation Code, the authorit, of the resident a+ent of a forei+n corporation !ith license to do business in the Philippines is to receive, for and in behalf of the forei+n corporation, services and other le+al processes in all actions and other le+al proceedin+s a+ainst such corporation, thus@ SEC. "38. Who may be a resident agent. # resident a+ent *a, either be an individual residin+ in the Philippines or a do*estic corporation la!full, transactin+ business in the Philippines@ Provided, .hat in the case of an individual, he *ust be of +ood *oral character and of sound financial standin+. SEC. "3:. esident agent! service of process. M .he Securities and E-chan+e Co**ission shall re7uire as a condition precedent to the issuance of the license to transact business in the Philippines b, an, forei+n corporation that such corporation file !ith the Securities and E-chan+e Co**ission a !ritten po!er of attorne, desi+natin+ so*e persons !ho *ust be a resident of the Philippines, on !ho* an, su**ons and other le+al processes *a, be served in all actions or other le+al proceedin+s a+ainst such corporation, and consentin+ that service upon such resident a+ent shall be ad*itted and held as valid as if served upon the dul,&authori6ed officers of the forei+n corporation as

its ho*e office."> ;nder the la!, #tt,. #+uinaldo !as not specificall, authori6ed to e-ecute a certificate of non&foru* shoppin+ as re7uired b, Section 4, Rule 8 of the Rules of Court. .his is because !hile a resident a+ent *a, be a!are of actions filed a+ainst his principal $a forei+n corporation doin+ business in the Philippines%, such resident *a, not be a!are of actions initiated b, its principal, !hether in the Philippines a+ainst a do*estic corporation or private individual, or in the countr, !here such corporation !as or+ani6ed and re+istered, a+ainst a Philippine re+istered corporation or a <ilipino citi6en. .he respondent 1ne! that its counsel, #tt,. #+uinaldo, as its resident a+ent, !as not specificall, authori6ed to e-ecute the said certification. It atte*pted to sho! its co*pliance !ith the rule subse7uent to the filin+ of its co*plaint b, sub*ittin+, on March (, 3))), a resolution purportin+ to have been approved b, its oard of Directors durin+ a teleconference held on 9une 34, "222, alle+edl, !ith #tt,. #+uinaldo and Su1 /,oo /i* in attendance. Do!ever, such atte*pt of the respondent casts veritable doubt not onl, on its clai* that such a teleconference !as held, but also on the approval b, the oard of Directors of the resolution authori6in+ #tt,. #+uinaldo to e-ecute the certificate of non&foru* shoppin+. In its #pril "3, 3))) Order, the R.C too1 ?udicial notice that because of the onset of *odern technolo+,, persons in one location *a, confer !ith other persons in other places, and, based on the said pre*ise, concluded that Su1 /,oo /i* and #tt,. #+uinaldo had a teleconference !ith the respondent5s oard of Directors in South /orea on 9une 34, "222. .he C#, li1e!ise, +ave credence to the respondent5s clai* that such a teleconference too1 place, as contained in the affidavit of Su1 /,oo /i*, as !ell as #tt,. #+uinaldo5s certification. 'enerall, spea1in+, *atters of ?udicial notice have three *aterial re7uisites@ $"% the *atter *ust be one of co**on and +eneral 1no!led+eF $3% it *ust be !ell and authoritativel, settled and not doubtful or uncertainF and $=% it *ust be 1no!n to be !ithin the li*its of the ?urisdiction of the court. .he principal +uide in deter*inin+ !hat facts *a, be assu*ed to be ?udiciall, 1no!n is that of notoriet,. Dence, it can be said that ?udicial notice is li*ited to facts evidenced b, public records and facts of +eneral notoriet,.N"4O Moreover, a ?udiciall, noticed fact *ust be one not sub?ect to a reasonable dispute in that it is either@ $"% +enerall, 1no!n !ithin the territorial ?urisdiction of the trial courtF or $3% capable of accurate and read, deter*ination b, resortin+ to sources !hose accurac, cannot reasonabl, be 7uestionable."( .hin+s of Kco**on 1no!led+e,K of !hich courts ta1e ?udicial *atters co*in+ to the 1no!led+e of *en +enerall, in the course of the ordinar, e-periences of life, or the, *a, be *atters !hich are +enerall, accepted b, *an1ind as true and are capable of read, and un7uestioned de*onstration. .hus, facts !hich are universall, 1no!n, and !hich *a, be found in enc,clopedias, dictionaries or other publications, are ?udiciall, noticed, provided, the, are of such universal notoriet, and so +enerall, understood that the, *a, be re+arded as for*in+ part of the co**on 1no!led+e of ever, person. #s the co**on 1no!led+e of *an ran+es far and !ide, a !ide variet, of particular facts have been ?udiciall, noticed as bein+ *atters of co**on 1no!led+e. "ut a court cannot ta#e $udicial notice of any fact %hich, in part, is dependent on the e&istence or non'e&istence of a fact of %hich the court has no constructive #no%ledge."8 In this a+e of *odern technolo+,, the courts *a, ta1e ?udicial notice that business

transactions *a, be *ade b, individuals throu+h teleconferencin+. .eleconferencin+ is interactive +roup co**unication $three or *ore people in t!o or *ore locations% throu+h an electronic *ediu*. In +eneral ter*s, teleconferencin+ can brin+ people to+ether under one roof even thou+h the, are separated b, hundreds of *iles. ": .his t,pe of +roup co**unication *a, be used in a nu*ber of !a,s, and have three basic t,pes@ $"% video conferencin+ & television&li1e co**unication au+*ented !ith soundF $3% co*puter conferencin+ & printed co**unication throu+h 1e,board ter*inals, and $=% audio& conferencin+&verbal co**unication via the telephone !ith optional capacit, for tele!ritin+ or telecop,in+."2 # teleconference represents a uni7ue alternative to face&to&face $<.<% *eetin+s. It !as first introduced in the "2()5s !ith #*erican .elephone and .ele+raph5s Picturephone. #t that ti*e, ho!ever, no de*and e-isted for the ne! technolo+,. .ravel costs !ere reasonable and consu*ers !ere un!illin+ to pa, the *onthl, service char+e for usin+ the picturephone, !hich !as re+arded as *ore of a novelt, than as an actual *eans for ever,da, co**unication.3) In ti*e, people found it advanta+eous to hold teleconferencin+ in the course of business and corporate +overnance, because of the *one, saved, a*on+ other advanta+es include@ ". People $includin+ outside +uest spea1ers% !ho !ouldn5t nor*all, attend a distant <.< *eetin+ can participate. 3. <ollo!&up to earlier *eetin+s can be done !ith relative ease and little e-pense. =. Sociali6in+ is *ini*al co*pared to an <.< *eetin+F therefore, *eetin+s are shorter and *ore oriented to the pri*ar, purpose of the *eetin+. >. So*e routine *eetin+s are *ore effective since one can audio&conference fro* an, location e7uipped !ith a telephone. 4. Co**unication bet!een the ho*e office and field staffs is *a-i*i6ed. (. Severe cli*ate andBor unreliable transportation *a, necessitate teleconferencin+. 8. Participants are +enerall, better prepared than for <.< *eetin+s. :. It is particularl, satisfactor, for si*ple proble*&solvin+, infor*ation e-chan+e, and procedural tas1s. 2. 'roup *e*bers participate *ore e7uall, in !ell&*oderated teleconferences than an <.< *eetin+.3" On the other hand, other private corporations opt not to hold teleconferences because of the follo!in+ disadvanta+es@ ". .echnical failures !ith e7uip*ent, includin+ connections that aren5t *ade. 3. ;nsatisfactor, for co*ple- interpersonal co**unication, such as ne+otiation or bar+ainin+. =. I*personal, less eas, to create an at*osphere of +roup rapport. >. 0ac1 of participant fa*iliarit, !ith the e7uip*ent, the *ediu* itself, and *eetin+ s1ills. 4. #coustical proble*s !ithin the teleconferencin+ roo*s. (. Difficult, in deter*inin+ participant spea1in+ orderF fre7uentl, one person *onopoli6es the *eetin+. 8. 'reater participant preparation ti*e needed. :. Infor*al, one&to&one, social interaction not possible.33 Indeed, teleconferencin+ can onl, facilitate the lin1in+ of peopleF it does not alter the co*ple-it, of +roup co**unication. #lthou+h it *a, be easier to co**unicate via

teleconferencin+, it *a, also be easier to *isco**unicate. .eleconferencin+ cannot satisf, the individual needs of ever, t,pe of *eetin+.3= In the Philippines, teleconferencin+ and videoconferencin+ of *e*bers of board of directors of private corporations is a realit,, in li+ht of Republic #ct No. :823. .he Securities and E-chan+e Co**ission issued SEC Me*orandu* Circular No. "4, on Nove*ber =), 3))", providin+ the +uidelines to be co*plied !ith related to such conferences.3> .hus, the Court a+rees !ith the R.C that persons in the Philippines *a, have a teleconference !ith a +roup of persons in South /orea relatin+ to business transactions or corporate +overnance. Even +iven the possibilit, that #tt,. #+uinaldo and Su1 /,oo /i* participated in a teleconference alon+ !ith the respondent5s oard of Directors, the Court is not convinced that one !as conductedF even if there had been one, the Court is not inclined to believe that a board resolution !as dul, passed specificall, authori6in+ #tt,. #+uinaldo to file the co*plaint and e-ecute the re7uired certification a+ainst foru* shoppin+. .he records sho! that the petitioner filed a *otion to dis*iss the co*plaint on the +round that the respondent failed to co*pl, !ith Section 4, Rule 8 of the Rules of Court. .he respondent opposed the *otion on Dece*ber ", "222, on its contention that #tt,. #+uinaldo, its resident a+ent, !as dul, authori6ed to sue in its behalf. .he respondent, ho!ever, failed to establish its clai* that #tt,. #+uinaldo !as its resident a+ent in the Philippines. Even the identification card34 of #tt,. #+uinaldo !hich the respondent appended to its pleadin+ *erel, sho!ed that he is the co*pan, la!,er of the respondent5s Manila Re+ional Office. .he respondent, throu+h #tt,. #+uinaldo, announced the holdin+ of the teleconference onl, durin+ the hearin+ of 9anuar, 3:, 3)))F #tt,. #+uinaldo then pra,ed for ten da,s, or until <ebruar, :, 3))), !ithin !hich to sub*it the board resolution purportedl, authori6in+ hi* to file the co*plaint and e-ecute the re7uired certification a+ainst foru* shoppin+. .he court +ranted the *otion.3( .he respondent, ho!ever, failed to co*pl,, and instead pra,ed for "4 *ore da,s to sub*it the said resolution, contendin+ that it !as !ith its *ain office in /orea. .he court +ranted the *otion per its Order 38 dated <ebruar, "", 3))). .he respondent a+ain pra,ed for an e-tension !ithin !hich to sub*it the said resolution, until March (, 3))).3: It !as on the said date that the respondent sub*itted an affidavit of its +eneral *ana+er Su1 /,oo /i*, statin+, inter alia, that he and #tt,. #+uinaldo attended the said teleconference on 9une 34, "222, !here the oard of Directors supposedl, approved the follo!in+ resolution@ RESO0VED, that Mario #. #+uinaldo and his la! fir* M.#. #+uinaldo E #ssociates or an, of its la!,ers are hereb, appointed and authori6ed to ta1e !ith !hatever le+al action necessar, to effect the collection of the unpaid account of E-pert .ravel E .ours. .he, are hereb, specificall, authori6ed to prosecute, liti+ate, defend, si+n and e-ecute an, docu*ent or paper necessar, to the filin+ and prosecution of said clai* in Court, attend the Pre&trial Proceedin+s and enter into a co*pro*ise a+ree*ent relative to the above& *entioned clai*.32 ut then, in the sa*e affidavit, Su1 /,oo /i* declared that the respondent KdoNesO not 1eep a !ritten cop, of the aforesaid ResolutionK because no records of board resolutions approved durin+ teleconferences !ere 1ept. .his belied the respondent5s earlier alle+ation in its <ebruar, "), 3))) *otion for e-tension of ti*e to sub*it the 7uestioned resolution that it !as in the custod, of its *ain office in /orea. .he respondent +ave the trial court

the i*pression that it needed ti*e to secure a cop, of the resolution 1ept in /orea, onl, to alle+e later $via the affidavit of Su1 /,oo /i*% that it had no such !ritten cop,. Moreover, Su1 /,oo /i* stated in his affidavit that the resolution !as e*bodied in the Secretar,5sBResident #+ent5s Certificate si+ned b, #tt,. #+uinaldo. Do!ever, no such resolution !as appended to the said certificate. .he respondent5s alle+ation that its board of directors conducted a teleconference on 9une 34, "222 and approved the said resolution $!ith #tt,. #+uinaldo in attendance% is incredible, +iven the additional fact that no such alle+ation !as *ade in the co*plaint. If the resolution had indeed been approved on 9une 34, "222, lon+ before the co*plaint !as filed, the respondent should have incorporated it in its co*plaint, or at least appended a cop, thereof. .he respondent failed to do so. It !as onl, on 9anuar, 3:, 3))) that the respondent clai*ed, for the first ti*e, that there !as such a *eetin+ of the oard of Directors held on 9une 34, "222F it even represented to the Court that a cop, of its resolution !as !ith its *ain office in /orea, onl, to alle+e later that no !ritten cop, e-isted. It !as onl, on March (, 3))) that the respondent alle+ed, for the first ti*e, that the *eetin+ of the oard of Directors !here the resolution !as approved !as held via teleconference. Corse still, it appears that as early as (anuary )*, )+++, #tt,. #+uinaldo had si+ned a Secretar,5sBResident #+ent5s Certificate alle+in+ that the board of directors held a teleconference on (une ,-, )+++. No such certificate !as appended to the co*plaint, !hich !as filed on Septe*ber (, "222. More i*portantl,, the respondent did not e-plain !h, the said certificate !as si+ned b, #tt,. #+uinaldo as earl, as 9anuar, 2, "222, and ,et !as notari6ed one ,ear later $on 9anuar, "), 3)))%F it also did not e-plain its failure to append the said certificate to the co*plaint, as !ell as to its Co*pliance dated March (, 3))). It !as onl, on 9anuar, 3(, 3))" !hen the respondent filed its co**ent in the C# that it sub*itted the Secretar,5sBResident #+ent5s Certificate=)dated 9anuar, "), 3))). .he Court is, thus, *ore inclined to believe that the alle+ed teleconference on 9une 34, "222 never too1 place, and that the resolution alle+edl, approved b, the respondent5s oard of Directors durin+ the said teleconference !as a *ere concoction purposefull, foisted on the R.C, the C# and this Court, to avert the dis*issal of its co*plaint a+ainst the petitioner. IN LIG*T OF ALL T*E FOREGOING, the petition is 'R#N.ED. .he Decision of the Court of #ppeals in C#&'.R. SP No. ("))) is REVERSED and SE. #SIDE. .he Re+ional .rial Court of Manila is hereb, ORDERED to dis*iss, !ithout pre?udice, the co*plaint of the respondent. SO OR+ERE+. Puno, Acting C.(., .Chairman/, Austria'0artine1, and Chico'Na1ario, ((., concur. 2inga, (., out of the countr,. Foo' o'&) " Penned b, #ssociate 9ustice Elvi 9ohn S. #suncion, !ith #ssociate 9ustices Ro*eo #. ra!ner $no! Presidin+ 9ustice% and 9uan I. Enri7ue6, 9r., concurrin+F ollo, pp. 38&=). 3 ollo, pp. 4=&4(. = ollo, p. ")2. > 3d. at >8&4). 4 ollo, pp. 4"&43.

( 8

ollo, p. "):. 3d. at ":. : 0elo v. Court of Appeals, 4. . No. ),5676, "( Nove*ber "222, =": SCR# 2>. 2 8igital 0icro%ave Corporation v. Court of Appeals, '.R. No. "3:44), "( March 3))), =3: SCR# 3:(. ") 9nited esidents 8ominican :ill, 3nc. v. C;S<AP, '.R. No. "=42>4, 8 March 3))", =4= SCR# 8:3. "" '.R. No. "=>>(:, 32 #u+ust 3))3, =:: SCR# :4. "3 9y v. <and "an# of the Philippines, '.R. No. "=(")), 3> 9ul, 3))), ==( SCR# >"2F and National Steel Corporation v. Court of Appeals, supra. "= ollo, pp. 44&4(. "> .hese provisions are the basis of Section "3, Rule "> of the Rules of Court, !hich reads@ SEC. "3. Service upon foreign private $uridical entity. M Chen the defendant is a forei+n private ?uridical entit, !hich has transacted business in the Philippines, service *a, be *ade on its resident a+ent desi+nated in accordance !ith la! for that purpose, or, if there be no such a+ent, on the +overn*ent official desi+nated b, la! to that effect, or on an, of its officers or a+ents !ithin the Philippines. "4 State Prosecutors v. 0uro, #.M. No. R.9&23&:8(, "2 Septe*ber "22>, 3=( SCR# 4)4. "( Wood v. Astleford, >"3 N.C. 3d 84= $"2:8%. "8 2repanier v. 2oledo = 8. C. y, Co., "=) N.E. 44:. ": 9. Carroll, 2eleconferencing, CIG Dun5s usiness Month, " $"2:3%, pp. "=)&=>, cited in R. Ro+an and '. Si*ons, 2eleconferencing, 33 9ournal of E-tensions 4, 3) $Septe*ber "2:>% available at http@BB ?oe.or+B?oeB"2:> Septe*berBa> ht*l. $last visited 3) Ma, 3))4%. "2 3bid. 3) R. 9ohansen, 9. Vallee, and /. Span+ler, Electronic Meetin+s@ ;topian Drea*s and Co*ple- Realities, .he <uturist, GII $No. 4, "28:%, ="=&"2, supra. 3" 9. artlett, 3nteresting :ighlights of the 4ro%ing 2eleconferencing "oom, GVII Co**unication Ne!s "3 $"2:)%, >3F Sonneville, 2eleconferencing >nters 3ts 4ro%th StageF Stu Sutherland, >&tension 2eleconferencing in the )+7*?s, 0II >&tension Service evie% 3 $"2:"%, "3&"(F 0. Par1er, M. aird, and M. Monson, 3ntroduction to 2eleconferencing $Madison@ ;niversit, of Cisconsin&E-tension, Center for Interactive Pro+ra*s, "2:3%F and Ro+an and others, Audioconferencing, supra. 33 9ohansen, Vallee, and Span+ler, >lectronic 0eetingsF Par1er, aird, and Monson, 3ntroduction to 2eleconferencing! Ro+an and others, AudioconferencingF and Sonneville, 2eleconferencing >nters its 4ro%th Stage, supra. 3= 3bid. 3> .he Court also approved the Rule on E-a*ination of a child !itness !hich allo!s live& lin1 television testi*on, in cri*inal cases !here the child is a victi* or a !itness $Section 34%, !hich too1 effect on Dece*ber "4, 3))). .he earl, applications of videoconferencin+ in the States in the ;nited States courts pri*aril, focused on video arrai+n*ents and probable cause hearin+s. #s courts be+an to appreciate the costs savin+s and the decreased securit, ris1s of the technolo+,, other uses beca*e apparent. Videoconferencin+ is an effective tool for parole intervie!s, ?uvenile detention hearin+s, *ental health hearin+s, do*estic violence hearin+s, pretrial conferences, re*ote !itness testi*on,, and depositionsPto na*e a fe!. .he technolo+,

!ill prove even *ore valuable in an a+e of international terrorist trials !ith !itnesses fro* around the !orld. Videoconferencin+ has beco*e 7uite co**onplace in State Courts per the Report. .he last co*prehensive report@ KU)& o, I '&-a('./& V.!&o ,oCo0-' P-o(&&!. 1)$ L&1a2 S'a'0) a ! U)& Na'.o 3.!&.K Published in "224, b, the National Institute of Corrections, is that videoconferencin+ is used in 4) states in the ;nited States of #*erica. 34 ollo, p. (:. 3( 3d. at :(. 38 3d. at :8. 3: ollo, pp. 2)&2". 32 3d. at 2=. =) ollo, p. "):.