325. LEPANTO CONSOLIDATED MINING COMPANY,petitioner, vs.WMC RESOURCES INTERNATIONAL PTY. LTD., and WMC (PHILS.), INC., respondents. [G. R. No. 153885.September 24, 2003]

LEPANTO CONSOLIDATED MINING COMPANY,petitioner, vs.WMC RESOURCES INTERNATIONAL PTY. LTD., WMC (PHILIPPINES), INC., SOUTHCOT MINING CORPORATION, TAMPAKAN MINING CORPORATION and SAGITTARIUS MINES, INC.,respondents. [G. R. No. 156214.September 24, 2003]

FACTS:Southcot Mining Corporation, Tampakan Mining Corporation and Sagittarius Mines Inc (Tampakan Companies) entered into a contract denominated as Tampakan Option Agreement on April 25, 1991 with WMC, which transfers to Tampakan Companies the mining claims of WMC. It was later amended to include a right of first refusal to Tampakan Companies in case WMC decided to sell its shares.

On July 12, 2000 WMC, by a Sale and Purchase Agreement, sold to petitioner Lepanto Consolidated Mining Company its shares of stock. The sale was subject to certain conditions including Tampakan Companies failure to accept WMCs offer to sell the same shares, under the companies right of first refusal provided for in the Tampakan Option Agreement.

By letter of July 13, 2000, WMC tendered to the Tampakan Companies its offer for the latter to purchase WMCs shares of stock.

On August 28, 2000 petitioner requested the approval by the DENR Secretary of the transfer to and acquisition by it of WMCs Financial Technical Assistance Agreement (FTAA) with the Government on account of its purchase of its shares of stock.

As Tampakan Companies later availed of their preferential right under the agreement, a Sale and Purchase Agreement was concluded on October 6, 2000 over the same shares of stock purchased by petitioner.

Tampakan Companies notified the Director of the Mines and Geosciences Bureau (MGB) of the DENR of the exercise of their preemptive right to buy WMC equity. However, petitioner wrote to the DENR Secretary the invalidity of the Sale and Purchase Agreement between Tampakan Companies and WMC and requested for the approval of its acquisition of the disputed shres. The MGB require petitioner and WMC to file its comment.

The Tampakan Companies later opted to acquire the disputed shares of stock through Sagittarius Mines Inc on January 10, 2001, which paved way for forging two deeds of absolute sale of the shares of stocks in favor of Saggitarius Mines Inc.

On January 22, 2001, Petitioner filed before RTC Makati a complaint for specific performance for the Sale and Purchase Agreement between petitioner and WMC, and consequent nullification of the sale to Tampakan Companies.

WMC and Tampakan Companies moved for the dismissal of the complaint on the ground of RTC Makati has no jurisdiction over the subject matter of the case; forum shopping due to the pendency of petitioners claim with the MGB; and failure to exhaust administrative remedies.

RTC Makati denied the Motion to Dismiss as it did in their Motion for Reconsideration. WMC and Tamapakan Companies filed a special civil action for certiorari and prohibition with the Court of Appeals.

On February 22, 2002, CA granted the action and ordered the lower court to desist from further proceeding the case and to dismiss the same on the ground of forum shopping.

Petitioner filed a Motion for Reconsideration but it was denied by the CA. Hence filed a petition for review on certiorari before the Supreme Court (GR No. 153885)

Meanwhile, upon receipt of the February 22 Order of the CA, RTC Makati dismissed the case filed by petitioner on March 1. However, on petitioners motion RTC Makati later suspended the effectivity of its March 1 Order in the light of the pendency of petitioners motion for reconsideration of the decision of the CA.

As CA denied its motion for reconsideration, RTC Makati ordered the dismissal of the case. Petitioner moved for reconsideration again before the trial court, however denied the same. From these Orders, petitioner appealed before the SC via review on certiorari (GR No. 156214)

ISSUE:Whether or not petitioner is guilty of forum shopping.

HELD:YES. It is clear from the proceedings before the DENR, specifically before the MGB, that the issue of which between petitioner and respondent Tampakan Companies possesses the better right to acquire the mining rights, claims and interests held by WMC, especially with respect to the FTAA, had been brought to the fore.The MGB cannot just assess the qualifications of petitioner and of the Tampakan Companies as potential transferee or assignee of the rights and obligations of WMCP under the FTAA without also resolving the issue of which has priority of right to become one.True, the questioned agreements of sale between petitioner and WMC on one hand and between WMC and the Tampakan Companies on the other pertain to transfer of shares of stock from one entity to another.But said shares of stock represent ownership of mining rights or interest in mining agreements.Hence, the power of the MGB to rule on the validity of the questioned agreements of sale, which was raised by petitioner before the DENR, is inextricably linked to the very nature of such agreements over which the MGB has jurisdiction under the law.Unavoidably, there is identity of reliefs that petitioner seeks from both the MGB and the RTC.Forum shopping exists when both actions involve the same transactions, same essential facts and circumstances and raise identical causes of actions, subject matter, and issues. Such elements are evidently present in both the proceedings before the MGB and before the trial court.The case instituted with the RTC was thus correctly ordered dismissed by the appellate court on the ground of forum shopping.Besides, not only did petitioner commit forum shopping but it also failed to exhaust administrative remedies by opting to go ahead in seeking reliefs from the court even while those same reliefs were appropriately awaiting resolution by the MGB.

NOVELTY PHILIPPINES, INC.,petitioner, vs. COURT OF APPEALS;PANEL OF VOLUNTARY ARBITRATORS,Represented by Its Chairman, RAMON T. JIMENEZ; and REFORM THE UNION MOVEMENT IN NOVELTY (RUMN),respondents.

FACTS:

On June 26, 1997, RUMNs executive board adopted a Resolution[7]sanctioning union officers and members who had failed to join big rallies, with a penalty equivalent to their salary for one day.On November 19, 1997, petitioner issued a Memorandum announcing that, for the payroll period November 16 to 22, 1997, it would deduct from the salaries of union members who had failed to attend the mobilization on July 28, 1997, amounts equivalent to their one-day salary.According to it, the checkoff was being done pursuant to the Resolution of the RUMN executive board and existing individual checkoff authorizations.When some members of the union allegedly complained of the salary deduction, petitioner temporarily held in abeyance the implementation of the checkoff on the special assessment made by RUMN.Petitioner also requested from the Office of the Secretary of the Department of Labor and Employment (DOLE) its opinion on the matter.Consequently, RUMN raised the matter for grievance.Since no settlement was reached during the grievance procedure, the case was elevated to the National Conciliation and Mediation Board, which referred the controversy to voluntary arbitration. Panel of Voluntary Arbitrators rendered a Decision in favor of respondents.

The dispute was elevated to the Court of Appeals by way of a Petition forCertiorariunder Rule 65.

The CA denied due course to the Petition for failure of the personnel officer of petitioner to attach his authority to institute the action. The Motion for Reconsideration was likewise denied by the appellate court, because the required authority to file it had been executed only after 20 days from its filing.

Petitioner elevated the case before the Supreme Court by a Petition for Reviewunder Rule 45.Petitioner avers that it has substantially complied with the requirements of Section 1 of Rule 65 in relation to Section 3 of Rule 46 of the 1997 Rules of Civil Procedure.It has allegedly done so particularly with regard to the authority of Ventura, its personnel officer, to file the Petition forCertioraribefore the CA.

Private respondent counters that Ventura had no authority to file the Petition before the CA or to sign the Verification and Certificate of Non-Forum Shopping.It argues that such authority should have been conferred to him through an appropriate board resolution of Novelty or a special power of attorney, since he was neither the president nor a corporate officer of the company.

ISSUE:Whether or not there is substantial compliance with the Rules

HELD:YES. The authority of the general manager to sue on behalf of the corporation and to sign the requisite verification and certification of non-forum shopping may be delegated to any other officer of the company through a board resolution or a special power of attorney.In this case, it was Ventura, the personnel officer of petitioner company, who was authorized to file the Petition through a Special Power of Attorney.This was a logical and practical decision of management, considering that the person who was in the best position to ascertain the truthfulness and the correctness of the allegations in the Petition was its personnel officer, who knew the status of any personnel and any labor-related suit of the company.Justine Dawn G. Santos JD 4ARemedial Law Review