E.B. VILLAROSA & PARTNER CO., LTD. v. HON. HERMINO I. BENITO, and IMPERIAL DEVELOPMENT CORPORATION (G.R. No. 136426; 6 August 1999) PETITIONER: PETITIONER: E.B. Villarosa & Partner Co., Ltd. RESPONDENT: RESPONDENT : Imperial Development Corporation PONENTE: PONENTE: Gonzaga-Reyes, J. TOPIC: General TOPIC: General Corporate Powers LAW: Sec. 11 Rule 14 1997 Rules of Civil Procedure “When the defendant is a corporation, partnership or association organized under the laws of the Philippines with a juridical personality, service may be mae on the president, managing partner, general manager , corporate secretary, treasurer, or in-house in-house counsel.” FACTS: FACTS: E.B. Villarosa & Partner Co., Ltd. Is a limited partnership (“the (“the Partnership”) Partnership ”) has several offices o Principal office: 102 Juan Luna St., Davao City o Branch offices: offices: 2492 Bay View Drive, Tambo Parañaque, Metro Manila, and Kolambog, Lapasan, Lapasan , Cagayan de Oro City Imperial Development Corporation (“the (“the Corporation”) Corporation ”) The Partnership and the Corporation Corporation executed a {Deed of Sale with Development Agreement}, wherein: o the Partnership binds itself to develop certain parcels of land located at Cagayan de Oro belonging to the Corporation Corporation into a housing subdivision in case of litigation regarding any dispute arising therefrom, the venue o shall be in the proper courts of Makati The Corporation Corporation filed a {Complaint for Breach of Contract and Damages} allegedly for failure to comply with its obligations {Summons}, together with with the Complaint, was served upon the Partnership, through its Branch Manager at Kolambog, Lapasan, Lapasan , Cagayan de Oro Cit y. Manager at Kolambog, The Partnership Partnership filed a Motion to Dismiss on the ground of improper service of summons and for lack of jurisdiction over the person of the defendant.
ISSUES: ISSUES: Did the trial court acquire jurisdiction over the person of the Partnership upon service of summons on its Branch Manager? (Construction of Sec. 11 Rule 14 1997 Rules of Civil Procedure: Procedure : Liberal vs. Restrictive) RULING: RULING: Negative. Negative . There was an improper service of summons. The designation of persons or officers who are authorizes to accept summons for a domestic corporation or partnership is now limited and more clearly specified in [the Rule]. The Rule stipulates “general manager” instead of “manager ”. ”.
The purpose [for a restrictive construction of the Rule] is to render it reasonably certain that the corporation will receive prompt and proper notice in action against it or to insure that summons be served on a representative so integrated with the corporation that such person will know what to do with the legal papers served on him.
