RE: Notarization of the Deed of Sales for Toyota Mabolo

Question: Can a lawyer notarize a deed of sale etc. notwithstanding that he is the Corporate
Secretary of the company which is a party to the contract?

Yes, the act of notarizing a deed of sale wherein the parties are the buyer and the seller
Corporation does not come under the purview of disqualification of the 2004 Notarial
Practice notwithstanding that he is the Corporate Secretary.

Under the SEC. 3 Rule IV of the 2004 Rules on Notarial Practice, it states that:
A notary public is disqualified from performing a notarial act if:
(a) is a party to the instrument or document that is to be notarized;
(b) will receive, as a direct or indirect result, any commission, fee, advantage, right, title,
interest, cash, property, or other consideration, except as provided by these Rules and by
law; or
(c) is a spouse, common-law partner, ancestor, descendant, or relative by affinity or
consanguinity of the principal within the fourth civil degree.

Whereas a corporation is defined by the Corporation Code as an artificial being created by

operation of law, having the right of succession and the powers, attributes and properties
expressly authorized by law or incident to its existence. Consequently, a corporation is a
juridical entity with legal personality separate and distinct from those acting for and in its
behalf and, in general, from the people comprising it.

In the case of Santos v. National Labor Relations Commission, it was ruled that obligations
incurred by the corporation, acting through its directors, officers and employees, are its
sole liabilities. To hold a director or officer personally liable for corporate obligations, two
requisites must concur: (1) complainant must allege in the complaint that the director or
officer assented to patently unlawful acts of the corporation, or that the officer was guilty of
gross negligence or bad faith; and (2) complainant must clearly and convincingly prove
such unlawful acts, negligence or bad faith.

Hence, the doctrine of piercing the veil of Corporate entity only applies if there is an
unlawful act or illegal act made by its stockholders or its corporate officers to make the
Corporation liable and vice versa.

Applying this sentiment, the act of notarization of the Corporate Secretary Lawyer on a
Deed of Sale between the company and the buyer is not a patently illegal or unlawful act
thus as an individual, he may not be considered a party to the instrument or document that
is to be notarized. Furthermore, even if the company is majority ruled by the Lawyer’s
family within the 4th civil degree, the doctrine separate entity still applies since the
Company is again separate and distinct from its members.

Finally, the only instance to be cautious of lies on item (b) if he will receive, as a direct or
indirect result, any commission, fee, advantage, right, title, interest, cash, property, or other
consideration, except as provided by these Rules and by law. Thus, aside from the
Notarization fee, the Corporate Secretary Lawyer must not receive any other consideration
or fees from notarizing such document like brokers or commission fee, etc.

the disqualification under item C does not apply.

Hence, the general rule is that a corporation may not be made to answer for acts or
liabilities of its stockholders and vice versa.

Even if the said lawyer is a corporate officer as its secretary the doctrine of separate
juridical entity still holds. In the case of Santos v. National Labor Relations Commission, to
hold a director or officer personally liable for corporate obligations, two requisites must
concur: (1) complainant must allege in the complaint that the director or officer assented to
patently unlawful acts of the corporation, or that the officer was guilty of gross negligence
or bad faith; and (2) complainant must clearly and convincingly prove such unlawful acts,
negligence or bad faith.

The act of notarizing a deed of sale wherein the parties are the buyer and the seller
Corporation for which he is a Corporate Secretary does not come under the purview of
disqualification of the 2004 Notarial Practice.

As to co

Case:
Atty. Revilla, Jr. was clearly disqualified to notarize the complaint-affidavit of his relatives
within the fourth civil degree of affinity. We cannot agree with his proposition that we
consider him to have acted more as counsel of the affiants, not as notary public, when he
notarized the complaint-affidavit. The notarial certificate at the bottom of the complaint-
affidavit shows his signature as a notary public, with a notarial commission valid until
December 31, 2012. He cannot therefore claim that he signed it as counsel of the three
affiants.

A notary public exercises duties which call for carefulness and faithfulness. He must inform
himself of the facts to which he intends to certify and take no part in any illegal or immoral
enterprise. By applying for and having himself commissioned as notary public, a lawyer
assumes these duties in a dual capacity, in the non- performance of which duties he may be
disciplined as a member of the bar. He may be held to account as a lawyer for an act as a
notary public of a disgraceful or immoral character even to the extent of disbarment.

The ratification by a notary public who is a lawyer of an illegal or immoral contract or

document constitutes malpractice or gross misconduct in office.

For while his duty as a notary public is principally to ascertain the identity of the affiant
and the voluntariness of the declaration, it is nevertheless incumbent upon him to guard
against any illegal or immoral arrangement or at least refrain from being a party to its
consummation.

He fails in the discharge of that duty, which subjects him to disciplinary action, by
notarizing a document which permits a husband to take a concubine or a wife to live
adulterously with a man, authorizes each spouse to remarry, expresses willingness on the
part of a woman to marry a married man or contains a waiver by one spouse of any civil or
criminal action against the other for remarrying.

But the lawyer’s acknowledging a document which states that the spouses “are free to
choose, as they have been, their own ways of life, both having the freedom of living with
anyone, of acting in whatever fashion they like” merits only a reprimand or admonition for
the language of the agreement does not necessarily mean that the contracting parties have
authorized each other to do illegal or immoral acts.

The 2004 Notarial Rule requires that the affiant show or exhibit an identification issued by
a government agency which shows on its face his picture and signature and the same
should be reflected in the notarial certification or a statement therein be made by the
notary public that the affiant is personally known to him, whenever a document is
acknowledged is notarized before a notary public.

Exhibition of a residence certificate or community tax certificate is no sufficient, the picture

of the affiant is not shown in said certificate. The requirement will enable the notary to
ascertain the identity of the person appearing before him and to unmask impostors. A
notary public is guilty of misconduct in making it appear in the jurat of a document that
affiant exhibited to him a residence certificate when in fact he did not do so. Such
misrepresentation is censurable and justifies disciplinary action against the lawyer as a
member of the bar and as a notary public.

A lawyer may also be disciplined for notarizing a document in the absence of the affiant or
for not disclosing on its face the fact that the person who signed it is an authorized agent.
While the irregularities are not so serious as to warrant suspension or disbarment, they
nevertheless require the lawyer’s reprimand or censure for they not only show
carelessness and lack of caution and resourcefulness in the performance of his duties as
notary public but also a violation of the attorney’s oath to “obey the laws” and “do not
falsehood.”

If the document he notarized turned out to have been falsified, without that fact being
known to him at time, he may still be admonished for not taking pains to ascertain the
identity of the person who acknowledged the instrument before him. But his acting in good
faith under an honest mistake of fact in the discharge of his duties as notary public is an
exempting circumstance.

For notarizing a fictitious or spurious document and for having been previously disciplined
for buying property of his client under litigation, a lawyer had been disbarred, as he was
wanting in moral character, in honesty, probity and good demeanor or unworthy to
continue as an officer of the court.

Similarly, his act of notarizing an instrument knowing that some of the signatories thereto
were long death constitutes misconduct as a lawyer. If such misconduct as a notary public
is coupled by the latter’s having been previously suspended from practice for some
misconduct, he may be disbarred.

A lawyer who notarizes a document which he knows contains falsities may be disciplined.
Thus, in Heirs of Villanueva v. Bernardo, the Court revoked the notary’s commission and
suspended her from the practice of law for six months, for reasons, as follows:

A notary public is empowered to perform a variety of notarial acts, most common of which
are the acknowledgment and affirmation of a document or instrument. In the performance
of such notarial acts, the notary public must be mindful of the significance of the notarial
seal as affixed on a document. The notarial seal converts the document from private to
public, after which it may be presented as evidence without need for proof of its
genuineness and due execution. Thus, notarization should not be treated as an empty,
meaningless, or routinary act.
As early as Panganiban v. Borromeo, we held that notaries public must inform themselves
of the facts to which they intend to certify and to take no part in illegal transactions. They
must guard against any illegal or immoral arrangements.

On its face, Alfonso’s affidavit does not appear to contain any “illegal or immoral”
declaration. However, respondent herself admitted that she knew of the falsity of Alfonso’s
statement that he was the “sole heir” of the spouses Villanueva. Respondent therefore
notarized a document while fully aware that it contained a material falsehood, i.e., Alfonso’s
assertion of status as sole heir. The affidavit of adjudication is premised on this very
assertion. By this instrument, Alfonso claimed a portion of his parents’ estate all to himself,
to the exclusion of his co-heirs. Shortly afterwards, respondent notarized the deed of sale,
knowing that the deed took basis from the unlawful affidavit of adjudication.

17.“Conflict of Interest” refers to a notarial act in which the notary on a single occasion:

(a) Has a direct financial or beneficial interest; or

(b) Is a member of a board, an officer, or a substantial stockholder of a private corporation or

owner or has a substantial interest in a business, and the interest of such corporation or
business, or his rights or duties therein, may be opposed to or affected by the faithful
performance as a notary public;