E.B. Villarosa & Partners Co., Ltd. i.

Benito, 312 SCRA 65 ,1999|

FACTS:
E.B. Villarosa & Partners is a limited partnership with principal office
address at 102 Juan Luna St., Davao City and with branch offices at Parañaque and
Cagayan de Oro City (CDO). Villarosa and Imperial Development (ID) 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 Sabulbero at the address at CDO but the 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 contends that the
RTC did not acquire jurisdiction over its person since the summons 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
Section11, Rule 14. The rule now states "general manager" instead of 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. .”