1) Why this topic matters

Small Claims Cases in the Philippines are designed to provide a fast, simplified, low-cost procedure for collecting money claims without the need for a lawyer in most instances. When the claimant (or defendant) is a corporation, partnership, cooperative, association, or other juridical entity, the case can only be acted on in court through a natural person representative. If the representative lacks proper authority—or the authority document is defective—your claim may be dismissed, delayed, or you may lose opportunities for settlement and enforcement.

A promissory note is among the most common bases for small claims: it is a written instrument acknowledging a debt and often specifying terms of payment, interest, penalties, and default.

2) Legal framework (Philippine context)

A) Small Claims Rules (procedural)

Small claims are governed by the Rule of Procedure for Small Claims Cases (as issued and periodically amended by the Supreme Court). The rules:

define what claims qualify,
require personal appearance of parties,
restrict lawyer participation,
and specify how juridical entities must appear.

B) Substantive law on obligations and negotiable instruments

A promissory note can be treated as:

evidence of a simple loan/obligation (Civil Code on obligations and contracts), and in some cases
a negotiable instrument (Negotiable Instruments Law) if it meets the statutory requisites (unconditional promise to pay a sum certain, payable on demand or at a fixed determinable future time, payable to order/bearer, etc.).

In small claims practice, courts focus less on technical labels and more on whether the note credibly establishes a money obligation that is due and demandable, and whether defenses are genuine.

3) What is a “company representative” in small claims?

A company (as a juridical entity) cannot physically appear in court; it must act through an authorized person who:

attends hearings/mediation/settlement conferences,
signs/verifies pleadings and affidavits as required,
presents documents,
and has authority to settle.

In small claims, the court expects that the representative has actual authority, and—crucially—has authority that can be proven on record.

4) The core requirement: written proof of authority

A) General rule

A juridical entity appears through a representative who must present a proper Secretary’s Certificate or Board Resolution (for corporations) or comparable written authority (for partnerships/cooperatives/associations), typically showing:

the entity’s decision to authorize a named person (or position) to represent it in the small claims case, and
the representative’s authority to enter into compromise/settlement and to act on behalf of the entity.

B) Why courts are strict

Small claims is designed for speed; courts do not want corporate litigants to:

claim later that the representative had no authority to settle,
dispute admissions made in court,
or use lack of authority as a tactical delay.

So authority documents are treated as a gatekeeping requirement.

5) Who may serve as company representative?

Common choices:

Corporate officer (e.g., President, Treasurer, Corporate Secretary, Finance/Collections head)
Employee assigned to collections/credit management
In certain cases, an authorized agent (but courts often prefer an officer/employee with direct knowledge and clear authority)

Key practical point: the representative should have:

knowledge of the account, and
actual authority to negotiate settlement terms.

6) Types of authority documents and what they should contain

A) For corporations

1) Board Resolution

A Board Resolution is the cleanest proof that the board authorized representation. It should ideally state:

case caption or at least the nature of the claim (“collection of sum of money based on promissory note”),
name of the authorized representative,
authority to file/verify pleadings and to appear,
authority to enter into compromise, sign settlement agreements, receive payments, and execute documents,
authority to execute a Special Power of Attorney (SPA) if needed (rarely necessary, but sometimes used internally).

2) Secretary’s Certificate

Often, courts see a Secretary’s Certificate attesting that:

the board passed a resolution authorizing the representative, and
the resolution is valid and remains in effect.

A Secretary’s Certificate is frequently accepted because it is a certification of corporate action. It is especially important when you are not attaching the entire minutes/resolution.

Best practice: attach both the Secretary’s Certificate and the referenced Board Resolution (or at least the dispositive portion), to avoid technical objections.

B) For partnerships

Proof may come from:

a Partnership Resolution or
an authorization signed by all partners (or managing partners if the partnership agreement authorizes them), stating the authority to represent and settle.

C) For cooperatives and associations

Proof is usually from:

a Board Resolution (or equivalent governing body resolution),
a Secretary’s Certificate of that resolution.

7) “Authority to settle” is not optional

Small claims emphasizes settlement. Courts expect the company representative to be fully empowered to compromise because:

settlement conferences happen early,
non-settlement may immediately proceed to summary hearing,
inability to settle can be treated as noncompliance with the spirit and mechanics of the rule.

A representative who says “I need approval” for every proposed term defeats the point of small claims and may cause:

continuances (not favored), or
negative inferences, or
practical disadvantage in negotiating.

Drafting tip: explicitly include authority to:

accept a lump-sum or installment arrangement,
reduce or condone penalties/interest within limits,
sign a compromise agreement,
receive payments and issue acknowledgments/receipts.

8) Personal appearance rules and what happens if the wrong person shows up

A) Attendance is required

Small claims generally requires personal appearance of parties. For juridical entities, this means personal appearance through the duly authorized representative.

B) Consequences of defective appearance/authority

Depending on the situation, the court may:

dismiss the claim (if claimant fails to appear through a proper representative),
render judgment against a non-appearing defendant (if defendant fails to appear),
or treat the appearance as ineffective and proceed accordingly.

Courts may sometimes allow correction (e.g., submit proper authority), but you should not rely on leniency—small claims is built to minimize postponements.

9) Promissory note issues that affect company collection cases

A) Must the promissory note be original?

In practice:

Courts prefer the original, especially if the note is treated like a negotiable instrument.
If you only have a copy, you may need to justify why (loss, custody, business records), and be prepared for defenses questioning authenticity.

Bring the original if at all possible.

B) Typical terms that raise disputes

Promissory notes often include:

interest clauses,
penalties/liquidated damages,
attorney’s fees,
acceleration clauses (“entire balance becomes due upon default”),
waiver clauses.

In small claims, courts may:

scrutinize excessive or unconscionable charges,
require clarity that the amounts claimed are due and demandable,
reduce unenforceable terms (e.g., disproportionate penalties) based on general principles.

C) Proving the amount due

A strong filing typically includes:

the promissory note,
a statement of account or computation schedule showing principal, interest, penalties, and payments,
demand letter(s) and proof of sending/receipt (helpful but not always strictly necessary if the note is already due).

10) Small claims filing mechanics where authority matters

A) Signing/verification requirements

Small claims uses standard forms (Statement of Claim and annexes). The person who signs for a company must be the authorized representative, and the authority document must be attached.

B) Certification against forum shopping / other certifications

Depending on current forms/rules, certifications may be required. For companies, these certifications must be executed by a duly authorized officer/representative with proof of authority.

Defective verification/certification can lead to:

dismissal, or
order to correct (not guaranteed).

11) Limits on lawyer participation and what that means for companies

Small claims generally prohibits lawyers from appearing for parties during hearings, with limited exceptions (e.g., the judge may allow counsel’s presence but not active participation, or specific situations under the rules). As a result, the company representative should be prepared to:

narrate the facts clearly,
identify and authenticate documents,
respond to defenses,
negotiate settlement terms.

This makes training and documentation critical for businesses that file many small claims.

12) Common defenses in promissory note small claims—and how a company rep should handle them

A company representative should anticipate:

payment (full/partial) and demand for receipts,
denial of signature or claim of forgery,
lack of consideration (no loan/benefit received),
unconscionable interest/penalty or “illegal” charges,
novation (new agreement replaced the note),
prescription (time-bar),
set-off/counterclaims (though small claims restrict counterclaims to those within jurisdiction and related rules),
identity issues (wrong defendant, corporate veil issues if defendant is a company officer personally).

A representative should bring:

payment ledgers and official receipts,
account history,
communications relevant to acknowledgment or restructuring,
business records custodian familiarity (to explain where records come from).

13) Practical drafting guidance for authority documents (best practices)

Even if the rules do not require extreme detail, including the following reduces risk:

Full legal name of the company and registration details (optional but helpful)
Board action details: date of meeting/resolution number
Name and position of representative
Clear grant of power to:
- file and prosecute the small claims case,
- sign/verify pleadings and affidavits,
- appear in hearings/mediation,
- enter into compromise (with authority to set terms),
- receive payment and sign acknowledgments,
- execute motions for execution and related enforcement documents
Validity clause (“effective until revoked”)
Signature of the Corporate Secretary, and in some practices, the Chair/President; corporate seal if available
For added robustness: notarization (not always required, but often helpful)

14) Settlement and compromise agreements: authority must match the deal

If the representative agrees to:

an installment plan,
interest reduction,
condonation of penalties,
restructuring of principal,

the authority document should support those powers. If the authority is limited (“may settle up to ₱X discount” or “may accept installment up to Y months”), include that—otherwise the rep may be hamstrung in court.

15) Enforcement after judgment: representative authority still matters

Winning is not the end. If the defendant does not pay voluntarily, the company may need to move for:

issuance of writ of execution,
garnishment of bank accounts or wages (where applicable),
levy on property.

The person signing post-judgment motions should also be properly authorized, especially if the company’s internal governance requires board authority. For high-volume collectors, companies often issue standing authority resolutions covering:

filing, settlement, and execution steps for collection matters generally.

16) Special scenarios

A) The claimant is a lending/financing company with many accounts

Consider a “standing” board resolution that:

authorizes a specific officer/department head (and alternates) for all small claims collections,
lists a delegation framework,
and empowers issuance of Secretary’s Certificates per case.

Courts still often want the authority to be traceable to a board act; standing authority helps reduce repeated board meetings.

B) The promissory note is signed in favor of an individual, later assigned to a company

If the company is an assignee, it should bring:

deed of assignment/endorsement documentation,
proof of chain of title to the note,
and ensure the representative’s authority covers prosecuting assigned accounts.

C) The promissory note is payable to a company, but signed by an individual officer “for and in behalf of” another company

Be careful identifying the proper defendant:

Is the obligor the individual, the company, or both?
Was there personal guaranty or suretyship? This affects how you caption the case and collect.

17) Key takeaways (in one place)

A company must appear in small claims through a duly authorized representative with written proof (Secretary’s Certificate/Board Resolution or equivalent).
The representative must have authority not only to appear and file, but to settle/compromise, because settlement is central to small claims.
Defective authority can lead to dismissal, default judgment, or loss of procedural advantage.
For promissory note cases, bring the original note, clear computation of the amount due, and supporting business records.
Authority documents should be drafted broadly enough to cover settlement and post-judgment execution, not just filing.