BPI LEASING CORP. vs. CA, et al.

GR No. 127624, 18 Nov. 2003

FACTS:

BLC is a corporation engaged in the business of leasing properties. For the

calendar year 1986, it paid Commissioner of Internal Revenue a total of P
1,139,041.49 representing 4% contractor’s percentage tax as imposed by the
National Internal Revenue Code. However, in November 1986, CIR issued a Revenue
Regulation which provides that companies registered under RA 5980, like BLC, are
no longer liable for contractor’s percentage tax, instead, subject only to gross receipts
tax. Thereafter, BLC filed a claim for refund before the CIR and simultaneously filed
a petition for review before the Court of Tax Appeal in order to stop the running of
the prescriptive period for refunds. Both cases were denied, despite motion for
reconsideration by BLC, hence, they appealed before the Court of Appeals, which the
latter affirmed the decision of CTA and CIR. Aggrieved by the decision, BLC instituted
a petition before the SC. However, the certification against non-forum shopping
attached to the petition was signed by the counsel on record of the BLC, who was
not specifically authorized to do so.

ISSUE:
Whether or not a lawyer is authorized to validly sign, for and in behalf of its
client, the certification of non-forum shopping.

HELD:

It was held that while the certification of non-forum shopping may be signed,
for an on behalf of a corporation, by a specifically authorized lawyer who has personal
knowledge of the facts required to be disclosed in such document, it does not mean
that any lawyer, acting on behalf of the corporation he is representing, may routinely
sign a certification of non-forum shopping – the lawyer must be “specifically
authorized” in order to validly sign the certification.

Since powers of corporations are exercised through their board of directors

and/or duly authorized officers and agents, physical acts, like the signing of
documents, can be performed only by natural persons duly authorized for the
purpose by corporate by laws or by specific acts of the board of directors. Being
counsel of record does not vest upon a lawyer the authority to execute the
certification on behalf of his client.

PETITION DENIED.