THIRD DIVISION
[G.R. No. 192933. June 21, 2017.]
THICK & THIN AGRI-PRODUCTS, INC., petitioner,vs. J.Q. PACIFIC, INC., respondent.
NOTICE
Sirs/Mesdames:
Please take notice that the Court, Third Division, issued a Resolution dated June 21, 2017, which reads as follows:
"G.R. No. 192933 (Thick & Thin Agri-Products, Inc. v. J.Q. Pacific, Inc.) — This is a petition for review 1 under Rule 45 of the Rules of Court seeking to annul the Court of Appeals (CA) Decision 2 dated February 19, 2010 in CA-G.R. SP No. 103585 granting herein respondent's petition for certiorari, 3 thereby reversing and setting aside the Order 4 dated November 20, 2007 of the Regional Trial Court (RTC), Branch 11 of Malolos City, Bulacan. HTcADC
On July 20, 2007, Thick & Thin Agri-Products, Inc. (petitioner) filed a Complaint for Collection of Sum of Money and Damages with Prayer for Issuance of Preliminary Attachment 5 against J.Q. Pacific, Inc. (respondent), alleging that respondent ordered and purchased agricultural feeds from it amounting to P3,612,280.00, which respondent failed to pay despite demands. 6
On July 24, 2007, summons 7 was issued against Mr. Jonathan Qua (Qua), the alleged President/General Manager of respondent. 8 On September 5, 2007, a writ of attachment 9 was likewise issued in favor of petitioner. On September 11, 2007, both the summons and writ of attachment were served upon Bonna Vie Meñeza (Bonna), a housemaid, at #39 July St., Congressional Village, Quezon City, which was one of Qua's given addresses. 10 The next day, Sheriff Meynardo B. Leonor (Sheriff Leonor) returned to the same address and waited for Qua but was not able to talk to the latter. Sheriff Leonor then proceeded to Batangas and made a levy on attachment on the Registry of Deeds of Batangas where respondent's property is registered. 11
On September 25, 2007, respondent filed a motion to dismiss 12 alleging that the RTC did not acquire jurisdiction. It claims that the service of summons was defective since it was served upon Qua through Bonna, a housemaid. 13 Respondent, being a domestic private juridical entity, asserts that Section 11, 14 Rule 14 of the Rules of Civil Procedure should control the service of summons upon it. Petitioner opposed respondent's motion. 15
On November 20, 2007, the RTC rendered the assailed Order, ruling as follows:
If, as alleged, the corporate personality of defendant has been extinguished with the revocation of its certificate of registration by the SEC, this Court is of the view that the aforequoted rule on the service of summons upon a domestic corporation may no longer apply. To this Court, the intended service of summons under the said provision contemplates service upon an existing corporation not a defunct one as in the instant case. Under the circumstances obtaining herein, summons to the defendant as a defunct corporation, as this Court sees it, could still be served to any of the known officers mentioned in the Rule but such service shall be governed by the provisions of Sections 6 and 7 of the same Rule 14 not Section 11 thereof. In other words, under the circumstances obtaining in this case, a strict adherence to the latter provision (Sec. 11, Rule 14) on the service of summons is no longer tenable, defendant having been ruled out of existence by direct action from the SEC; hence, the service of summons on Qua, as reported by the Sheriff, is proper and valid. To hold otherwise, may result in a miscarriage of justice. CAIHTE
Accordingly, the instant motion is hereby DENIED.
Defendant is hereby directed to file its Answer within the time allotted under the Rules.
SO ORDERED. 16
Respondent filed a motion for reconsideration, which was denied in a Resolution dated March 6, 2008. 17 The RTC directed respondent to file its answer within the time allowed. Subsequently, respondent filed its Answer Ad Cautela18 dated March 27, 2008, categorically stating that in filing the same, it did not voluntarily submit itself to the RTC's jurisdiction.
On May 22, 2008, respondent filed a petition for certiorari 19 before the CA imputing grave abuse of discretion on the RTC when the latter denied its motion to dismiss. 20
In the Decision dated February 19, 2010, the CA granted respondent's petition for certiorari. The CA reiterated the rule on service of summons upon domestic private juridical entities, i.e., service of summons must be made upon an officer who is named in the statute. However, if the summons cannot be served on the defendant personally within a reasonable period of time, substituted service may be resorted to. 21
The CA found that the sheriff's return showed that the summons was immediately served upon Bonna upon learning that Qua left the residence at around 6:00 am that morning. There was no apparent effort exerted to find Qua. Furthermore, Sheriff Leonor returned the next day to serve the Writ of Attachment since he had previously served the summons on Bonna. 22
More importantly, the CA found that Qua appears to be the vice-president of respondent as shown in the Deed of Absolute Sale 23 submitted by petitioner. Clearly, he is not one of the corporate officers named under Section 11, Rule 14 of the Revised Rules of Court. The CA disagreed with the RTC's reasoning that respondent is a defunct corporation. According to the CA, the Corporation Code does not provide for any special provision on how processes shall be served upon a dissolved corporation because it continues to be a body corporate for three years after its dissolution. 24 The dispositive portion of the CA Decision thus reads as follows:
WHEREFORE, premises considered, the petition for certiorari is GRANTED. The assailed November 20, 2007 Order and March 6, 2008 Resolution of the Regional Trial Court of Malolos City, Bulacan, Branch XI, are REVERSED and SET ASIDE and a new one entered dismissing Civil Case No. 428-M-2007. aScITE
SO ORDERED.25
Petitioner filed a motion for reconsideration 26 which was denied in the Resolution dated July 2, 2010. 27 Aggrieved, petitioner seeks recourse before us.
Petitioner maintains that the RTC correctly denied the motion to dismiss and assumed jurisdiction over the case with the finding that the corporation has been found to be defunct. It argues that substituted service was proper under the circumstances:
The said sheriff was justified in serving its summons to the housemaid as the defendant's vice-president and general manager of the corporation had clearly evaded service. x x x 28
According to petitioner, the circumstances of the impossibility of personal service was explained in the sheriff's return although not vividly narrated as one may require considering that sheriffs are not so much equipped with legal terms and descriptive words. Petitioner further asserts that the CA may no longer pass upon the RTC's finding that respondent is a defunct corporation. 29
Assuming without admitting that there was a defect in the service of summons, petitioner argues that the dismissal of the case is improper. Instead, the case should be remanded to the RTC for further proceedings and that the latter should be ordered to have the summons validly served upon respondent. 30
The only issue for consideration is whether there was valid service of summons which would grant the RTC jurisdiction over the petitioner.
We answer in the negative; thus we deny the petition for lack of merit.
First. We reject, at the outset, the RTC's erroneous argument that since the respondent corporation is no longer a going concern, Section 11, Rule 14 no longer applies to it. We reiterate our ruling in Rebollido v. Court of Appeals 31 where we said that —
Nowhere in the Corporation Code is there any special provision on how process shall be served upon a dissolved defendant corporation. The absence of any such provision, however, should not leave petitioners without any remedy, unable to pursue recovery for wrongs committed by the corporation before its dissolution. Since our law recognizes the liability of a dissolved corporation to an aggrieved creditor, it is but logical for the law to allow service of process upon a dissolved corporation. Otherwise, substantive rights would be lost by the mere lack of explicit technical rules.
The Rules of Court on service of summons upon a private domestic corporation is also applicable to a corporation which is no longer a going concern. 32
Second. Section 11, Rule 14 of the Rules of Court clearly provides that:
Sec. 11. Service upon domestic private juridical entity. — When the defendant is a corporation, partnership or association organized under the laws of the Philippines with a juridical personality, service may be made on the president, managing partner, general manager, corporate secretary, treasurer, or in-house counsel. (Emphasis supplied.)
It has been settled not only in many cases but more importantly under the principle of expressouniusestexclusioalterius that the above list is exclusive. 33 Hence, service of summons on an officer other than those enumerated in Section 11 is invalid. 34 DETACa
The purpose of the rule is to render it reasonably certain that the corporation will receive prompt and proper notice in an action against it or to insure that the summons be served on a representative so integrated with the corporation that such person will know what to do with the legal papers served on him. 35
We note that there is no basis on record for petitioner's allegation that Qua is the President/General Manager of respondent. On the other hand, the Deed of Absolute Sale filed by petitioner sufficiently established that Qua is respondent's vice-president for operations. Moreover, petitioner itself admitted in its Comment before the CA that Qua is respondent's vice-president for operations. 36 Since a vice-president for operations is not among the officers enumerated in Section 11, the service of summons upon Qua cannot be considered service sufficient for the RTC to acquire jurisdiction over the respondent. It follows therefore that the RTC did not acquire jurisdiction over respondent. For this reason, any proceeding undertaken by the RTC will consequently be null and void.
In view of the foregoing, we find no need to address the issue of whether there was valid substituted service of summons as there is no basis for the same.
WHEREFORE, the petition for review is DENIED for lack of merit. The Court of Appeals Decision dated February 19, 2010 in CA-G.R. SP No. 103585 is AFFIRMED.
SO ORDERED."
Very truly yours,
(SGD.) WILFREDO V. LAPITANDivision Clerk of Court
Footnotes
1.Rollo, pp. 9-23.
2.Id. at 24-32. Penned by Associate Justice Rosalinda Asuncion-Vicente, with Associate Justices Ramon R. Garcia and Rodil V. Zalameda, concurring.
3.Id. at 91-106.
4.Id. at 77-78.
5.Id. at 56-60.
6.Id. at 56-57.
7.Id. at 61.
8.Id. at 56.
9.Id. at 62.
10.Id. at 63. "Meneza" in other parts of the records.
11.Id.
12.Rollo, pp. 64-68.
13.Id. at 65.
14. Sec. 11. Service upon domestic private juridical entity. — When the defendant is a corporation, partnership or association organized under the laws of the Philippines with a juridical personality, service may be made on the president, managing partner, general manager, corporate secretary, treasurer, or in-house counsel.
15.Rollo, pp. 69-71.
16.Id. at 78.
17.Id. at 85.
18.Id. at 86-90.
19.Id. at 91-106.
20.Id. at 97.
21.Id. at 27.
22.Id. at 29.
23.Id. at 112-114.
24.Id. at 30.
25.Id. at 31.
26. Id. at 37-42.
27. Id. at 35-36.
28. Id. at 15-16.
29. Id. at 17-18.
30. Id. at 18-21.
31. G.R. No. 81123, February 28, 1989, 170 SCRA 800.
32. Id. at 808.
33. See 7107 Islands Publishing, Inc. v. The House Printers Corporation, G.R. No. 193420, October 14, 2015, 772 SCRA 392, 398 citing Cathay Metal Corporation v. Laguna West Multi-Purpose Cooperative, Inc., G.R. No. 172204, July 2, 2014, 728 SCRA 482, 504 which in turn, cited Paramount Insurance Corp. v. A.C. Ordoñez Corporation, G.R. No. 175109, August 6, 2008, 561 SCRA 327, 333; DolePhilippines, Inc. (Tropifresh Division) v. Quilala, G.R. No. 168723, July 9, 2008, 557 SCRA 433, 436; and Mason v. Court of Appeals, G.R. No. 144662, October 13, 2003, 413 SCRA 303, 311.
34. 7107 Islands Publishing, Inc. v. The House Printers Corporation, supra at 400.
35. E.B. Villarosa & Partner Co., Ltd. v. Benito, G.R. No. 136426, August 6, 1999, 312 SCRA 65, 74.
36. Rollo, p. 110.