There is a need to indicate the name of the parties in the introductory part of the Memorandum

of Agreement to establish the identities of the parties and by whose authority they derive their power to
enter into the MOU.

LEGAL BASIS:

1. While a corporation is a juridical entity granted by law with legal personality, it may act only
through its directors, officers and employees. Obligations incurred as a result of the directors’ and
officers’ acts as corporate agents, are not their personal liability but the direct responsibility of
the corporation they represent. GIRLY G. ICO vs. SYSTEMS TECHNOLOGY INSTITUTE, INC.,
MONICO V. JACOB and PETER K. FERNANDEZ, G.R. No. 185100, July 9, 2014, J. Del Castillo

2. The power of a corporation to sue and be sued is lodged in the board of directors, which exercises
its corporate powers. It necessarily follows that "an individual corporate officer cannot solely
exercise any corporate power pertaining to the corporation without authority from the board of
directors." Thus, physical acts of the corporation, like the signing of documents, can be performed
only by natural persons duly authorized for the purpose by corporate by-laws or by a specific act
of the board of directors. SHIPSIDE INCORPORATED V. COURT OF APPEALS, 404 PHIL. 981, 994
(2001).

3. RELEVANCE OF SECRETARY’S CERTIFICATE/BOARD RESOLUTION: A “Secretary's Certificate” is a

document that is signed and sealed by the Secretary of the Corporation that states that the Board
of Directors has voted to delegate authority to a specific individual or group and whether they
have the right to further delegate that authority.

Recommendation:

1. While it may only be a defect in form it does not necessarily render the document fatally defective
in substance. There is a need to comply with the rules on legal forms in order to clarify the
identities of the parties and to forestall any future legal challenges pertaining to the MOU.