Facts:
On September 6, 1999, Korean Airlines (KAL), through Atty.
Aguinaldo, filed a Complaint against Expertravel and Tours, Inc. (ETI) with the Regional Trial
Court (RTC) of Manila, for the collection of the principal amount of P260,150.00, plus attorney’s fees
and exemplary damages. The verification and certification against forum
shopping was signed by Atty. Aguinaldo, who indicated therein that he was the
resident agent and legal counsel of KAL and had caused the preparation of the
complaint.
ETI filed a motion to dismiss the complaint on the ground that
Atty. Aguinaldo was not authorized to execute the verification and certificate
of non-forum shopping as required by Section 5, Rule 7 of the Rules of Court.
During the hearing of January 28, 2000, Atty. Aguinaldo claimed
that he had been authorized to file the complaint through a resolution of the
KAL Board of Directors approved during a special meeting held on June 25, 1999. KAL submitted on March 6, 2000 an
Affidavit of even date, executed by its general manager Suk Kyoo Kim, alleging
that the board of directors conducted a special teleconference on June 25,
1999, which he and Atty. Aguinaldo attended. It was also averred that in that same
teleconference, the board of directors approved a resolution authorizing Atty.
Aguinaldo to execute the certificate of non-forum shopping and to file the
complaint. Suk Kyoo Kim also alleged, however, that the corporation had no
written copy of the aforesaid resolution.
The trial court issued an Order denying the motion to dismiss,
giving credence to the claims of Atty. Aguinaldo and Suk Kyoo Kim that the KAL
Board of Directors indeed conducted a teleconference on June 25, 1999, during
which it approved a resolution as quoted in the submitted affidavit.
ETI filed a motion for the reconsideration of the Order, contending
that it was inappropriate for the court to take judicial notice of the said
teleconference without any prior hearing. The trial court denied the motion in
its Order dated August 8, 2000. ETI then filed a petition for certiorari and mandamus, assailing the orders of the RTC.
The CA rendered judgment dismissing the petition, ruling that the
verification and certificate of non-forum shopping executed by Atty. Aguinaldo
was sufficient compliance with the Rules of Court. According to the appellate
court, Atty. Aguinaldo had been duly authorized by the board resolution
approved on June 25, 1999, and was the resident agent of KAL. As such, the RTC
could not be faulted for taking judicial notice of the said teleconference of the KAL Board of Directors.
ETI filed a motion for reconsideration of the said decision, which
the CA denied. Hence, this petition.
Issue:
Whether or not the court should take judicial notice as to the use
of teleconference as a means of conducting meetings of board of directors for
purposes of passing a resolution.
Held:
In this age of modern technology, the courts may take judicial
notice that business transactions may be made by individuals through
teleconferencing. Teleconferencing is interactive group communication (three or
more people in two or more locations) through an electronic medium. In general
terms, teleconferencing can bring people together under one roof even though they
are separated by hundreds of miles. This type of group communication may be
used in a number of ways, and have three basic types: (1) video conferencing -
television-like communication augmented with sound; (2) computer conferencing -
printed communication through keyboard terminals, and (3)
audio-conferencing-verbal communication via the telephone with optional capacity
for telewriting or telecopying.
Teleconferencing can only facilitate the linking of people; it does
not alter the complexity of group communication. Although it may be easier to
communicate via teleconferencing, it may also be
easier to miscommunicate. Teleconferencing cannot satisfy the individual needs
of every type of meeting.
In the Philippines, teleconferencing and videoconferencing of
members of board of directors of private corporations is a reality, in light of
Republic Act No. 8792. The Securities and Exchange Commission issued SEC
Memorandum Circular No. 15, on November 30, 2001, providing the guidelines to
be complied with related to such conferences. Thus, the Court agrees with the
RTC that persons in the Philippines may have a teleconference with a group of
persons in South Korea relating to business transactions or corporate
governance.
However, even given the possibility that Atty. Aguinaldo and Suk
Kyoo Kim participated in a teleconference along with the respondent’s Board of
Directors, the Court is not convinced that one was conducted; even if there had
been one, the Court is not inclined to believe that a board resolution was duly
passed specifically authorizing Atty. Aguinaldo to file the complaint and
execute the required certification against forum shopping.
The Court
is, thus, more inclined to believe that the alleged teleconference on June 25,
1999 never took place, and that the resolution allegedly approved by the
respondent’s Board of Directors during the said teleconference was a mere
concoction purposefully foisted on the RTC, the CA and this Court, to avert the
dismissal of its complaint against the petitioner.
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