J. ANTONIO AGUENZA, petitioner,
vs. METROPOLITAN BANK & TRUST CO., VITALIADO P. ARRIETA, LILIA PEREZ, PATRICIO PEREZ and THE INTERMEDIATE APPELLATE COURT, respondents.
Facts: The Board of Directors of Intertrade, through a Board Resolution, authorized and empowered petitioner and private respondent Vitaliado rrieta, Intertrade!s Intertrade!s "resident and #$ecutive Vice% "resident, respectivel&, respectivel&, to 'ointl& appl& for and open credit lines with private respondent (etro)an*. "ursuant to such authorit&, petitioner and private respondent rrieta e$ecuted several trust receipts the aggregate value of which amounted to "+-,/. with Intertrade as the entrustee and private respondent (etro)an* as the entruster. "etitioner and private respondent rrieta e$ecuted a 0ontinuing 1uret&ship greement where)& )oth )ound themselves 'ointl& and severall& with Intertrade to pa& private respondent (etro)an* whatever o)ligation Intertrade incurs, )ut not e$ceeding the amount "2+3,333.33. "rivate respondent (etro)an*!s De)it (emo to Intertrade showed full settlement of the letters of credit covered )& said trust receipts in the total amount "+-,/.. "rivate respondents rrieta and 4ilia ". "erez, )oo**eeper in the emplo& of Intertrade, o)tained "+33,333.33 loan from private respondent (etro)an*. Both e$ecuted "romissor& 5ote in favor or said )an* in the amount of "+33,333,33. 6nder said note, private respondents rrieta and "erez promised to pa& said amount, 'ointl& and severall&, in twent& five 7-+8 e9ual installments of "-3,333.33 each with interest of ;.23< per ;.23< per annum, annum, and in case of default, a further ; < per < per annum. annum. "rivate respondents rrieta and "erez defaulted in the pa&ment of several installments thus resulting in the entire o)ligation )ecoming due and demanda)le. "rivate respondent (etro)an* instituted suit against Intertrade, Vitaliado rrieta, rrieta, 4ilia "erez and her hus)and, "atricio "erez, to collect not onl& the u npaid principal o)ligation, )ut also interests, fees and penalties, e$emplar& damages, as well as attorne&!s fees and costs of suit. fter more than a &ear, &ear, it filed filed an mended mended 0omplaint for the sole purpose purpose of impleading petitioner as lia)le for the loan made )& private respondents rrieta and "erez notwithstanding the fact that such lia)ilit& is )eing claimed on account of a 0ontinuing 1uret&ship greement greement e$ecuted )& petitioner and private respondent rrieta specificall& to guarantee the credit line applied for )& and granted to, Intertrade, through petitioner and private respondent rrieta who were specificall& given authorit& )& Intertrade to open credit lines with private respondent (etro)an*. The o)ligations incurred )& Intertrade under such credit lines were completel& paid as evidenced )& private respondent (etro)an*!s de)it memo in the full amount of "+-,/..
The trial court rendered its decision a)solving petitioner from lia)ilit& and dismissing private respondent (etro)an*!s complaint against him. "rivate respondents rrieta and spouses "erez appealed the foregoing decision to the respondent 0ourt of ppeals. The appealed decision is 1#T 1ID# and another one entered ordering Intertrade = (ar*eting 0o., Inc., and >. ntonio guenza, 'ointl& and severall& on the ground that the loan evidenced )& the note was a corporate lia)ilit&. "etitioner lost no time in )ringing this case )efore us via a petition for review on certiorari. Issue: ?@#T@#R AR 5AT T@# 0A50461IA5 AF T@# R#1"A5D#5T 0A6RT T@T T@# 4A5 AF "+33,333.33 B R#1"A5D#5T RRI#T 5D "#R#C I1 0AR"ART# 4IBI4IT AF R#1"A5D#5T I5T#RTRD# 5D 0A51#6#5T4 R#5D#RI5E "#TITIA5#R 4IB4# I5 @I1 "#R1A54 0"0IT 1 16R#T 65D#R T@# 0A5TI56I5E 16R#T1@I" I1 ERA114 #RRA5#A61 5D "R#(I1#D A5 (I1""R#@#51IA5 AF F0T1. Ruling: es.
The present o)ligation incurred in su)'ect contract of loan, as secured )& the rrieta and "erez promissor& note, is not the o)ligation of the corporation and petitioner guenza, )ut the individual and personal o)ligation of private respondents rrieta and 4ilia "erez. ssuming arguendo that the responsive pleading did contain the aforesaid admission of corporate lia)ilit&, the same ma& not still )e given effect at all. s correctl& found )& the trial court, the alleged admission made in the answer )& the counsel for Intertrade was without an& ena)ling act or attendant ratification of corporate act, 9 as would authorize or even ratif& such admission. In the a)sence of such ratification or authorit&, such admission does not )ind the corporation. The respondent appellate court li*ewise ad'udged Intertrade lia)le )ecause of the two letters emanating from the office of (r. rrieta which the respondent court considered as indicating the corporate lia)ilit& of the corporation. 10 These documents and admissions cannot have the effect of a ratification of an unauthorized act. s we elucidated in the case of Vicente v . Geraldez , 11 ratification can never )e made on the part of the corporation )& the same persons who wrongfull& assume the power to ma*e the contract, )ut the ratification must )e )& the officer as go verning )od& having authorit& to ma*e such contract. In other words, the unauthorized act of respondent rrieta can onl& )e ratified )& the action of the Board of Directors andGor petitioner guenza 'ointl& with private respondent rrieta. ?e must emphasize that Intertrade has a distinct personalit& separate from its mem)ers. The corporation transacts its )usiness onl& through its officers or agents. ?hatever authorit& these officers or agents ma& have is derived from the Board of Directors or other governing )od& u nless conferred )& the charter of the corporation. n officer!s power as an agent of the corporation must )e sought from the statute, charter, the )&%laws, as in a delegation of authorit& to such officer, or the acts of the Board of Directors formall& e$pressed or implied from a ha)it or custom of doing )usiness.
In the case at )ench, onl& respondent rrieta, together with a )oo**eeper of the corporation, signed the promissor& notes, without the participation and approval of petitioner guenza. (oreover, the ena)ling corporate act on this particular transaction has not )een o)tained. 5either has it )een shown that an& provision of the charter or an& other act of the Board of Directors e$ists to confer power on the #$ecutive Vice "resident acting alone and without the concurrence of its "resident, to e$ecute the disputed document. 1
