EXPERTRAVEL & TOURS, INC., petitioner, vs. COURT OF APPEALS and KOREAN AIRLINES, respondents.

G.R. No. 152392.  May 26, 2005]

EXPERTRAVEL & TOURS, INC., petitioner, vs. COURT OF APPEALS and KOREAN AIRLINES, respondents.

Facts: Korean Airlines is a corporation established in the Republic of South Korea and licensed to do business in the Philippines.

​On 6 September 1999, Korean Airlines filed a complaint against Expertravel Tours through KAL’s counsel, Atty. Mario A. Aguinaldo, for the collection of Php 260,150.00 plus attorney’s fees and exemplary damages. The verification and the certification against non- forum shopping was signed by Atty. Aguinaldo as the resident agent and legal counsel of KAL who caused the preparation of the complaint.

​ETI filed for a motion to dismiss on the ground that Atty. Aguinaldo was not authorized to sign in the Verification and the Certification for Non- Forum Shopping as required by Section 5, Rule 7 of the Rules of Court. KAL opposed ETI’s claim saying that Atty. Aguinaldo was indeed their legal counsel. KAL was given a period of 10 days within which to submit a copy of the resolution of the Board of Directors authorizing Atty. Aguinaldo to execute the said legal documents.​

KAL submitted an affidavit executed by its general managerSuk Kyoo Kim alleging that the Board of Directors conducted a special teleconference on June 25, 1995 which he and Atty. Aguinaldo attended. He also averred that it is on the same teleconference where it was approved to authorize Atty. Aguinaldo to execute the verification and certification of non forum shopping. However, the corporation had no written copy of the said resolution.

The trial court issued an order dismissing the motion of ETI taking into account the claims of Atty. Aguinaldo and Suk KyooKim. ETI filed a motion for the reconsideration contending that it was inappropriate for the court to take judicial notice of the teleconference without prior hearing which the court also denied. ETI filed a petition for certiorari and mandamus and a motion for reconsideration but was both denied by the Court of Appeals assailing that the challenged documents are well within and in compliance with the requirements of the Rules of Court.

Petitioner filed a petition for review on certiorari assailing that the submission that the teleconference and the resolution authorizing Atty. Aguinaldo was a mere fabrication; also, petitioner averred that there are no rulings on the matter of teleconferencing as a means of conducting meetings of board of directors for purposes of passing a resolution and that the supposed holding of a special meeting on June 25, 1995 through teleconferencing was not able to mention where it was held citing the requirement of a valid board resolution to be submitted the SEC and its record thereof.

Issue: Whether or not resolutions passed by the Board of Directors via teleconference are valid resolutions per the requirements of the Corporation Code?

Held: The Supreme Court found merit on the arguments cited by the petitioners.

The courts may take judicial notice that business transactions may be made by individuals through teleconferencing using the modern technology. In the Philippines, by virtue of the SEC Memorandum Circular No. 15 issued on November 30, 2001, it provides the guidelines to be complied with related to such conferences. Thus, it accepts teleconference as a valid way to relate with a group of persons relating to business transactions or corporate governance.

However, in the case, Atty. Aguinaldo and Suk Kyoo Kim alleged that they participated in a teleconference along with the KAL’s Board of Director, this allegation was not supported by a fact that the board resolution was duly passed specifically to authorize Atty. Aguinaldo to file the complaint and execute the required certification against forum shopping. This is in effect makes the documents not compliant with the requirement of the Rules of Court.

The Supreme Court granted the petition of the ETI and reversed the decision of the Court of Appeals.