13 - Inter-Asia Investments Inc. vs. CA
13 - Inter-Asia Investments Inc. vs. CA
13 - Inter-Asia Investments Inc. vs. CA
DECISION
CARPIO-MORALES, J.:
in consideration of the sum of P19,500,000.00 all its right, title and interest in and to all
the outstanding shares of stock of FARMACOR, INC. (FARMACOR). The Agreement
[4]
was signed by Leonides P. Gonzales and Jesus J. Vergara, presidents of petitioner and
private respondent, respectively. [5]
The Agreement was later amended with respect to the Closing Date, originally set
up at 10:00 a.m. of September 30, 1978, which was moved to October 31, 1978, and to
the mode of payment of the purchase price. [7]
for the ten months ended October 31, 1978, a deficit of P11,244,225.00. Since the [12]
On April 5, 1983, private respondent filed a complaint against petitioner with the
[16]
Regional Trial Court of Makati, one of two causes of action of which was for the
recovery of above-said amount of P4,853,503.00 plus interest.
[17]
thereon at the legal rate from the filing of the complaint until fully paid, the sum of
P30,000.00 as attorneys fees and the costs of suit; and (b) dismissing the
counterclaim.
SO ORDERED.
II
III
IV
Petitioner argues that the January 24, 1980 letter-proposal (for the reduction of
private respondents claim for refund upon petitioners promise to pay the cost of
NOCOSII superstructures in the amount of P759,570.00) which was signed by its
president has no legal force and effect against it as it was not authorized by its board of
directors, it citing the COrporation Law which provides that unless the act of the
president is authorized by the board of directors, the same is not binding on it.
This Court is not persuaded.
The January 24, 1980 letter signed by petitioners president is valid and binding. The
case of Peoples Aircargo and Warehousing Co., Inc. v. Court of Appeals instructs:
19
The general rule is that, in the absence of authority from the board of directors,
no person, not even its officers, can validly bind a corporation. A corporation is a
juridical person, separate and distinct from its stockholders and members, having x x
x powers, attributes and properties expressly authorized by law or incident to its
existence.
Being a juridical entity, a corporation may act through its board of directors, which
exercises almost all corporate powers, lays down all corporate business policies and is
responsible for the efficiency of management, as provided in Section 23 of the
Corporation Code of the Philippines:
Under this provision, the power and responsibility to decide whether the corporation
should enter into a contract that will bind the corporation is lodged in the board,
subject to the articles of incorporation, bylaws, or relevant provisions of
law. However, just as a natural person may authorize another to do certain acts
for and on his behalf, the board of directors may validly delegate some of its
functions and powers to officers, committees or agents. The authority of such
individuals to bind the corporation is generally derived from law, corporate
bylaws or authorization from the board, either expressly or impliedly by habit,
custom or acquiescence in the general course of business, viz:
A corporate officer or agent may represent and bind the corporation in transactions
with third persons to the extent that [the] authority to do so has been conferred upon
him, and this includes powers as, in the usual course of the particular business, are
incidental to, or may be implied from, the powers intentionally conferred, powers
added by custom and usage, as usually pertaining to the particular officer or agent,
and such apparent powers as the corporation has caused person dealing with the
officer or agent to believe that it has conferred.
xxx
[A]pparent authority is derived not merely from practice. Its existence may be
ascertained through (1) the general manner in which the corporation holds out an
officer or agent as having the power to act or, in other words the apparent authority to
act in general, with which it clothes him; or (2) the acquiescence in his acts of a
particular nature, with actual or constructive knowledge thereof, within or
beyond the scope of his ordinary powers.
It requires presentation of evidence of similar act(s) executed either in
its favor or in favor of other parties. It is not
the quantity of similar acts whichestablishes apparent authority, but
the vesting of a corporate officer with power to bind the corporation.
Petitioner further argues that when the Agreement was executed on September 1,
1978, its financial statements were extensively examined and accepted as correct by
private respondent, hence, it cannot later be disproved by resorting to some scheme
such as future financial auditing; and that it should not be bound by the SGV Report
[22]
because it is self-serving and biased, SGV having been hired solely by private
respondent, and the alleged shortfall of FARMACOR occurred only after the execution
of the Agreement.
This Court is not persuaded either.
The pertinent provisions of the Agreement read:
xxx
On the matter of attorneys fees, it is an accepted doctrine that the award thereof as an
item of damages is the exception rather than the rule, and counsels fees are not to be
awarded every time a party wins a suit. The power of the court to award
attorneys fees under Article 2208 of the Civil Code demands
factual, legal and equitable justification, without which the award is
a conclusion without apremise, its basis being improperly left
to speculation and conjecture. In all events, the court must explicitly state in the
text of the decision, and not only in the decretal portion thereof, the legal reason
for the award of attorneys fees. [25]
[1]
Rollo at 29-42.
[2]
Id. at 44-45.
[3]
Records at 9-23.
[4]
Id. at 10-11.
[5]
Id. at 22.
[6]
Id. at 16-17.
[7]
Exhibits G-1, G-2, G-3; Records at 586-593.
[8]
Ibid.
[9]
Records at 12.
[10]
Rollo, at 12 and 82.
[11]
Records at 322-327.
[12]
Id. at 324-325.
[13]
Exhibit G-6; Records at 598-604.
[14]
P4,853,503.00 is the amount prayed for in the complaint but it is noted that the total amount of these
figures is P4,853,563.00.
[15]
Id. at 13; Records at 4.
[16]
Records at 1-25.
[17]
See footnote 14.
[18]
Id. at 757-760.
[19]
See footnote 14. Plaintiff did not move to reconsider the amount adjudged to it.
[20]
Rollo at 14.
18
Id at 15.
19
297 SCRA 170 (1998).
[21]
Rollo at 92-93.
[22]
Id. at 21.
[23]
Records at 17-18.
[24]
Transcript of Stenographic Notes, July 27, 1988 at 5.
[25]
Central Azucarera de Bais v. CA, 188 SCRA 328 (1990).