E.B. Villarosa & Partners Co., Ltd. v. Benito, 312 SCRA 65 (1999)

E.B. Villarosa & Partners Co., Ltd. i. Benito, 312 SCRA 65 ,1999| FACTS: E.B. E.B. Villaro illarosa sa & Partne Partners rs is a limite limited d partne partnersh rship ip with with princi principal pal offic officee address at 102 Juan Luna St., Davao City and with branch offices at Parañaque and Cagayan Cagayan de Oro City (CDO). Villaro Villarosa sa and Imperial Imperial Developmen Developmentt (ID) executed executed an Agreement wherein Villarosa agreed to develop certain parcels of land in CDO  belonging to ID into a housing subdivision. ID, filed a Complaint for Breach of  Contract and Damages against Villarosa before the RTC allegedly for failure of the latter to comply with its contractual obligation. Summons, together with the complaint, were served upon Villarosa, through its Branch Manager Wendell Wendell Sabulbero at the address at CDO but the Sheriff’s Sheriff ’s Return of Service stated that the summons was duly served "E.B. Villarosa & Partner thru its Branch Manager at their new office Villa Gonzalo, CDO, and evidenced by the signature on the face of the original copy of the summons." Villarosa prayed for  the dismissal of the complaint on the ground of improper service of summons and for lack of jurisdiction over the person of the defendant. Villarosa Villarosa contends that the RTC did did not not acqu acquir iree juri jurisd sdic icti tion on over over its its pers person on sinc sincee the the summ summon onss was was improperly served upon its employee in its branch office at CDO who is not one of  those persons named in Sec. 11, Rule 14 upon whom service of summons may be made. ID filed a Motion to Declare Villarosa in Default alleging that Villarosa has failed to file an Answer despite its receipt allegedly on May 5, 1998 of the summons and the complaint, as shown in the Sheriff's Return. Issue: Won an agent of a corporation can receive summons in behalf of their  corporation? HELD: The court agrees with the contention of Villarosa. Earlier cases have uphold service of summons upon a construction project manager; a corporation's assistant manager; ordinary clerk of a corporation; private secretary of corporate executives; retained counsel; officials who had charge or control of the operations of the corporation, like the assistant general manager; or the corporation's Chief  Finance and Administrative Office. In these cases, these persons were considered as "agent" within the contemplation of the old rule.” “Notably, under the new Rules, service of summons upon an AGENT of the corporation is NO LONGER authorized.”

“The designation of persons or officers who are authorized to accept summons for  a domestic corporation or partnership is now limited and more clearly specified in Sect Sectio ion1 n11, 1, Rule Rule 14. 14. The The rule rule now now stat states es "gen "gener eral al mana manage ger" r" inst instea ead d of only only "manager";"corporate secretary" instead of "secretary"; and "treasurer" instead of  "cashier." The phrase “agent, or any of its directors" is conspicuously deleted in the new rule.” “A strict compliance with the mode of service is necessary to confer jurisdiction of  the court over a corporation. The officer upon whom service is made must be one who is named in the statute; otherwise the service is insufficient. . . The liberal construction rule cannot be invoked and utilized as a substitute for the plain legal requirements as to the manner in which summons should be served on a domestic corporation. .”