Republic of the Philippines render it reasonably certain that the corporation will receive

SUPREME COURT prompt and proper notice in an action against it or to insure that
Manila the summons be served on a representative so integrated with
the corporation that such person will know what to do with the
THIRD DIVISION legal papers served on him. In other words, to bring home to the
corporation notice of the filing of the action. x x x. The liberal
G.R. No. 136426 August 6, 1999 construction rule cannot be invoked and utilized as a substitute
for the plain legal
E. B. VILLAROSA & PARTNER CO., LTD., petitioner, ________________
vs.
HON. HERMINIO I. BENITO, in his capacity as Presiding Judge, * THIRD DIVISION.
RTC, Branch 132, Makati City
and IMPERIAL DEVELOPMENT CORPORATION, respondent. 66

66 SUPREME COURT REPORTS

Remedial Law; Civil Procedure; Summons; ANNOTATED
Jurisdiction; The designation of persons or officers who are
authorized to accept summons for a domestic corporation or E.B. Villarosa & Partner Co., Ltd. vs. Benito
partnership is now limited and more clearly specified in Section requirements as to the manner in which summons should be
11, Rule 14 of the 1997 Rules of Civil Procedure.The designation served on a domestic corporation. x x x. (italics supplied).
of persons or officers who are authorized to accept summons for a Same; Same; Same; Same; Service of summons upon persons
domestic corporation or partnership is now limited and more other than those mentioned in Section 13 of Rule 14 (old rule) has
clearly specified in Section 11, Rule 14 of the 1997 Rules of Civil been held as improper.Service of summons upon persons other
Procedure. The rule now states general manager instead of only than those mentioned in Section 13 of Rule 14 (old rule) has been
manager; corporate secretary instead of secretary; and held as improper. Even under the old rule, service upon a general
treasurer instead of cashier. The phrase agent, or any of its manager of a firms branch office has been held as improper as
directors is conspicuously deleted in the new rule. summons should have been served at the firms principal office.
Same; Same; Same; Same; Strict compliance with the rules In First Integrated Bonding & Ins. Co., Inc. vs. Dizon, it was held
has been enjoined; The liberal construction rule cannot be invoked that the service of summons on the general manager of the
and utilized as a substitute for the plain legal requirements as to insurance firms Cebu branch was improper; default order could
the manner in which summons should be served on a domestic have been obviated had the summons been served at the firms
corporation.It should be noted that even prior to the effectivity principal office.
of the 1997 Rules of Civil Procedure, strict compliance with the Same; Same; Same; Same; Court rules that the service of
rules has been enjoined. In the case of Delta Motor Sales summons upon the branch manager of petitioner at its branch
Corporation vs. Mangosing, the Court held: A strict office at Cagayan de Oro, instead of upon the general manager at
compliance with the mode of service is necessary to confer its principal office at Davao City is improper; Trial court did not
jurisdiction of the court over a corporation. The officer upon acquire jurisdiction over the person of the petitioner.Accordingly,
whom service is made must be one who is named in the statute; we rule that the service of summons upon the branch manager of
otherwise the service is insufficient. x x x. The purpose is to petitioner at its branch office at Cagayan de Oro, instead of upon
the general manager at its principal office at Davao City is
improper. Consequently, the trial court did not acquire The facts are stated in the opinion of the Court.
jurisdiction over the person of the petitioner. Capuyan, Quimpo & Salazar for petitioner.
Same; Same; Same; Same; The inclusion in a motion to Ermitano, Sangco, Manzano & Associates for private
dismiss of other grounds aside from lack of jurisdiction over the respondent.
person of the defendant shall not be deemed a voluntary
appearance.Before, the rule was that a party may challenge the
jurisdiction of the court over his person by making a special
GONZAGA-REYES, J.:
appearance through a motion to dismiss and if in the same
motion, the movant raised other grounds or invoked affirmative Before this Court is a petition for certiorari and prohibition with prayer
relief which necessarily involves the exercise of the jurisdiction of for the issuance of a temporary restraining order and/or writ of
the court, the party is deemed to have submitted himself to the preliminary injunction seeking to annul and set aside the Orders dated
jurisdiction of the court. This doctrine has been abandoned in the August 5, 1998 and November 20, 1998 of the public respondent
case of La Naval Drug Corporation vs. Court of Appeals, et Judge Herminio I. Benito of the Regional Trial Court of Makati City,
al., which became the basis of the adoption of a new provision in Branch 132 and praying that the public respondent court be ordered to
the former Section 23, which is now Section 20 of Rule 14 of the desist from further proceeding with Civil Case No. 98-824.
1997 Rules. Section 20 now provides that the inclusion in a
motion to dismiss of other grounds aside from lack of jurisdiction Petitioner E.B. Villarosa & Partner Co., Ltd. is a limited partnership
over the person of the defendant shall not be deemed a voluntary with principal office address at 102 Juan Luna St., Davao City and with
appearance. The emplacement of this rule clearly underscores branch offices at 2492 Bay View Drive, Tambo, Paraaque, Metro
Manila and Kolambog, Lapasan, Cagayan de Oro City. Petitioner and
the
67
private respondent executed a Deed of Sale with Development
Agreement wherein the former agreed to develop certain parcels of
VOL. 312, AUGUST 6, 1999 67 land located at Barrio Carmen, Cagayan de Oro belonging to the latter
into a housing subdivision for the construction of low cost housing
E.B. Villarosa & Partner Co., Ltd. vs. Benito units. They further agreed that in case of litigation regarding any
purpose to enforce strict enforcement of the rules on dispute arising therefrom, the venue shall be in the proper courts of
summons. Accordingly, the filing of a motion to dismiss, whether Makati.
or not belatedly filed by the defendant, his authorized agent or
attorney, precisely objecting to the jurisdiction of the court over On April 3, 1998, private respondent, as plaintiff, filed a Complaint for
the person of the defendant can by no means be deemed a Breach of Contract and Damages against petitioner, as defendant,
submission to the jurisdiction of the court. There being no proper before the Regional Trial Court of Makati allegedly for failure of the
service of summons, the trial court cannot take cognizance of a latter to comply with its contractual obligation in that, other than a few
case for lack of jurisdiction over the person of the defendant. Any unfinished low cost houses, there were no substantial developments
proceeding undertaken by the trial court will consequently be therein.1
null and void.
Summons, together with the complaint, were served upon the
SPECIAL CIVIL ACTION in the Supreme Court. defendant, through its Branch Manager Engr. Wendell Sabulbero at
the stated address at Kolambog, Lapasan, Cagayan de Oro City2 but
Certiorari and Prohibition. the Sheriff's Return of Service3stated that the summons was duly
served "upon defendant E.B. Villarosa & Partner Co., Ltd. thru its substantial compliance with the rule on service of summons and
Branch Manager Engr. WENDELL SALBULBERO on May 5, 1998 at consequently, it validly acquired jurisdiction over the person of the
their new office Villa Gonzalo, Nazareth, Cagayan de Oro City, and defendant.
evidenced by the signature on the face of the original copy of the
summons. 1w phi 1.nt

On August 19, 1998, defendant, by Special Appearance, filed a Motion

for Reconsideration8 alleging that Section 11, Rule 14 of the new
On June 9, 1998, defendant filed a Special Appearance with Motion to Rules did not liberalize but, on the contrary, restricted the service of
Dismiss4 alleging that on May 6, 1998, "summons intended for summons on persons enumerated therein; and that the new provision
defendant" was served upon Engr. Wendell Sabulbero, an employee is very specific and clear in that the word "manager" was changed to
of defendant at its branch office at Cagayan de Oro City. Defendant "general manager", "secretary" to "corporate secretary", and excluding
prayed for the dismissal of the complaint on the ground of improper therefrom agent and director.
service of summons and for lack of jurisdiction over the person of the
defendant. Defendant contends that the trial court did not acquire On August 27, 1998, plaintiff filed an Opposition to defendant's Motion
jurisdiction over its person since the summons was improperly served for Reconsideration9 alleging that defendant's branch manager "did
upon its employee in its branch office at Cagayan de Oro City who is bring home" to the defendant-corporation the notice of the filing of the
not one of those persons named in Section 11, Rule 14 of the 1997 action and by virtue of which a motion to dismiss was filed; and that it
Rules of Civil Procedure upon whom service of summons may be was one (1) month after receipt of the summons and the complaint
made. that defendant chose to file a motion to dismiss.

Meanwhile, on June 10, 1998, plaintiff filed a Motion to Declare On September 4, 1998, defendant, by Special Appearance, filed a
Defendant in Default5 alleging that defendant has failed to file an Reply10 contending that the changes in the new rules are substantial
Answer despite its receipt allegedly on May 5, 1998 of the summons and not just general semantics.
and the complaint, as shown in the Sheriffs Return.
Defendant's Motion for Reconsideration was denied in the Order dated
On June 22, 1998, plaintiff filed an Opposition to Defendant's Motion November 20, 1998.11
to Dismiss6 alleging that the records show that defendant, through its
branch manager, Engr. Wendell Sabulbero actually received the Hence, the present petition alleging that respondent court gravely
summons and the complaint on May 8, 1998 as evidenced by the abused its discretion tantamount to lack or in excess of jurisdiction in
signature appearing on the copy of the summons and not on May 5, denying petitioner's motions to dismiss and for reconsideration,
1998 as stated in the Sheriffs Return nor on May 6, 1998 as stated in despite the fact that the trial court did not acquire jurisdiction over the
the motion to dismiss; that defendant has transferred its office from person of petitioner because the summons intended for it was
Kolambog, Lapasan, Cagayan de Oro to its new office address at Villa improperly served. Petitioner invokes Section 11 of Rule 14 of the
Gonzalo, Nazareth, Cagayan de Oro; and that the purpose of the rule 1997 Rules of Civil Procedure.
is to bring home to the corporation notice of the filing of the action.
Private respondent filed its Comment to the petition citing the
On August 5, 1998, the trial court issued an Order7 denying cases Kanlaon Construction Enterprises Co., Inc. vs.NLRC12 wherein it
defendant's Motion to Dismiss as well as plaintiffs Motion to Declare was held that service upon a construction project manager is valid and
Defendant in Default. Defendant was given ten (10) days within which in Gesulgon vs. NLRC13which held that a corporation is bound by the
to file a responsive pleading. The trial court stated that since the service of summons upon its assistant manager.
summons and copy of the complaint were in fact received by the
corporation through its branch manager Wendell Sabulbero, there was
The only issue for resolution is whether or not the trial court acquired persons were considered as "agent" within the contemplation of the
jurisdiction over the person of petitioner upon service of summons on old rule.22 Notably, under the new Rules, service of summons upon an
its Branch Manager. agent of the corporation is no longer authorized.

When the complaint was filed by Petitioner on April 3, 1998, the 1997 The cases cited by private respondent are therefore not in point.
Rules of Civil Procedure was already in force.14
In the Kanlaon case, this Court ruled that under the NLRC Rules of
Sec. 11, Rule 14 of the 1997 Rules of Civil Procedure provides that: Procedure, summons on the respondent shall be served personally or
by registered mail on the party himself; if the party is represented by
When the defendant is a corporation, partnership or counsel or any other authorized representative or agent, summons
association organized under the laws of the Philippines with a shall be served on such person. In said case, summons was served
juridical personality, service may be made on the president, on one Engr. Estacio who managed and supervised the construction
managing partner, general manager, corporate secretary, project in Iligan City (although the principal address of the corporation
treasurer, or in-house counsel. (emphasis supplied). is in Quezon City) and supervised the work of the employees. It was
held that as manager, he had sufficient responsibility and discretion to
This provision revised the former Section 13, Rule 14 of the Rules of realize the importance of the legal papers served on him and to relay
Court which provided that: the same to the president or other responsible officer of petitioner
such that summons for petitioner was validly served on him as agent
and authorized representative of petitioner. Also in the Gesulgon case
Sec. 13. Service upon private domestic corporation or
cited by private respondent, the summons was received by the clerk in
partnership. If the defendant is a corporation organized
the office of the Assistant Manager (at principal office address) and
under the laws of the Philippines or a partnership duly
under Section 13 of Rule 14 (old rule), summons may be made upon
registered, service may be made on the president, manager,
the clerk who is regarded as agent within the contemplation of the
secretary, cashier, agent, or any of its directors. (emphasis
rule.
supplied).
The designation of persons or officers who are authorized to accept
Petitioner contends that the enumeration of persons to whom
summons for a domestic corporation or partnership is now limited and
summons may be served is "restricted, limited and exclusive" following
more clearly specified in Section 11, Rule 14 of the 1997 Rules of Civil
the rule on statutory construction expressio unios est exclusio
Procedure. The rule now states "general manager" instead of only
alterius and argues that if the Rules of Court Revision Committee
"manager"; "corporate secretary" instead of "secretary"; and
intended to liberalize the rule on service of summons, it could have
"treasurer" instead of "cashier." The phrase "agent, or any of its
easily done so by clear and concise language.
directors" is conspicuously deleted in the new rule.
We agree with petitioner.
The particular revision under Section 11 of Rule 14 was explained by
retired Supreme Court Justice Florenz Regalado, thus:23
Earlier cases have uphold service of summons upon a construction
project manager15; a corporation's assistant manager16; ordinary clerk
. . . the then Sec. 13 of this Rule allowed service upon a
of a corporation17; private secretary of corporate executives18; retained
defendant corporation to "be made on the president, manager,
counsel19; officials who had charge or control of the operations of the
secretary, cashier, agent or any of its directors." The aforesaid
corporation, like the assistant general manager20; or the corporation's
terms were obviously ambiguous and susceptible of broad and
Chief Finance and Administrative Officer21. In these cases, these
 sometimes illogical interpretations, especially the word "agent" Service of summons upon persons other than those mentioned in
of the corporation. The Filoil case, involving the litigation Section 13 of Rule 14 (old rule) has been held as improper.26 Even
lawyer of the corporation who precisely appeared to challenge under the old rule, service upon a general manager of a firm's branch
the validity of service of summons but whose very appearance office has been held as improper as summons should have been
for that purpose was seized upon to validate the defective served at the firm's principal office. In First Integrated Bonding &
service, is an illustration of the need for this revised section Inc. Co., Inc. vs. Dizon,27 it was held that the service of summons on
with limited scope and specific terminology. Thus the absurd the general manager of the insurance firm's Cebu branch was
result in the Filoil case necessitated the amendment permitting improper; default order could have been obviated had the summons
service only on the in-house counsel of the corporation who is been served at the firm's principal office.
in effect an employee of the corporation, as distinguished from
an independent practitioner. (emphasis supplied). And in the case of Solar Team Entertainment, Inc. vs. Hon. Helen
Bautista Ricafort, et al.28 the Court succinctly clarified that, for the
Retired Justice Oscar Herrera, who is also a consultant of the Rules of guidance of the Bench and Bar, "strictest" compliance with Section 11
Court Revision Committee, stated that "(T)he rule must be strictly of Rule 13 of the 1997 Rules of Civil Procedure (on Priorities in modes
observed. Service must be made to one named in (the) statute . . . .24 of service and filing) is mandated and the Court cannot rule otherwise,
lest we allow circumvention of the innovation by the 1997 Rules in
It should be noted that even prior to the effectivity of the 1997 Rules of order to obviate delay in the administration of justice.
Civil Procedure, strict compliance with the rules has been enjoined. In
the case of Delta Motor Sales Corporation vs. Mangosing,25 the Court Accordingly, we rule that the service of summons upon the branch
held: manager of petitioner at its branch office at Cagayan de Oro, instead
of upon the general manager at its principal office at Davao City is
A strict compliance with the mode of service is necessary to improper. Consequently, the trial court did not acquire jurisdiction over
confer jurisdiction of the court over a corporation. The officer the person of the petitioner.
upon whom service is made must be one who is named in the
statute; otherwise the service is insufficient. . . . The fact that defendant filed a belated motion to dismiss did not
operate to confer jurisdiction upon its person. There is no question that
The purpose is to render it reasonably certain that the the defendant's voluntary appearance in the action is equivalent to
corporation will receive prompt and proper notice in an action service of summons.29Before, the rule was that a party may challenge
against it or to insure that the summons be served on a the jurisdiction of the court over his person by making a special
representative so integrated with the corporation that such appearance through a motion to dismiss and if in the same motion, the
person will know what to do with the legal papers served on movant raised other grounds or invoked affirmative relief which
him. In other words, "to bring home to the corporation notice of necessarily involves the exercise of the jurisdiction of the court.30 This
the filing of the action." . . . . doctrine has been abandoned in the case of La Naval Drug
Corporation vs. Court of Appeals, et al.,31 which became the basis of
The liberal construction rule cannot be invoked and utilized as the adoption of a new provision in the former Section 23, which is now
a substitute for the plain legal requirements as to the manner Section 20 of Rule 14 of the 1997 Rules. Section 20 now provides that
in which summons should be served on a domestic "the inclusion in a motion to dismiss of other grounds aside from lack
corporation. . . . . (emphasis supplied). of jurisdiction over the person of the defendant shall not be deemed a
voluntary appearance." The emplacement of this rule clearly
underscores the purpose to enforce strict enforcement of the rules on
summons. Accordingly, the filing of a motion to dismiss, whether or not
belatedly filed by the defendant, his authorized agent or attorney,
precisely objecting to the jurisdiction of the court over the person of
the defendant can by no means be deemed a submission to the
jurisdiction of the court. There being no proper service of summons,
the trial court cannot take cognizance of a case for lack of jurisdiction
over the person of the defendant. Any proceeding undertaken by the
trial court will consequently be null and void.32

WHEREFORE, the petition is hereby GRANTED. The assailed Orders

of the public respondent trial court are ANNULLED and SET ASIDE.
The public respondent Regional Trial Court of Makati, Branch 132 is
declared without jurisdiction to take cognizance of Civil Case No. 98-
824, and all its orders and issuances in connection therewith are
hereby ANNULLED and SET ASIDE. 1wphi1.nt

SO ORDERED.