G.R. No.

129459 September 29, 1998

SAN JUAN STRUCTURAL AND STEEL FABRICATRS, INC., petitioner,
vs.
CURT F A!!EALS, "TRIC# SALES CR!RATIN, NENITA LEE
GRUENBERG, ACL DE$EL!"ENT CR!. %&' JN" REALT( AND
DE$EL!"ENT CR!., respondents.
!ANGANIBAN, J.:
FACTS)
Petitioner San Juan entered into an agreement with private respondent
Motorich Sales Corporation for the transfer to it of a parcel of land identifed
as Lot 30, loc! " of the #cropolis $reens Su%division in &ue'on Cit(, Metro
Manila, with an area of )") s*uare meters, covered %( +C+. #s stipulated,
San Juan paid P"00, 000.00 as downpa(ment. Mr. #ndres +. Co, president of
Petitioner Corporation, wrote a letter to Motorich re*uesting for the
computation of the %alance %ut at the time petitioner and Motorich are
supposed to meet, Motorich,s treasurer -enita Lee $ruen%erg did not
appear. .espite repeated demands %( petitioner, Motorich refused to
e/ecute the +ransfer of 0ights1.eed of #ssignment which is necessar( to
transfer the certifcate of title.
Meanwhile, #CL .evelopment Corporation and Motorich Sales
Corporation entered into a .eed of #%solute Sale where%( the former
transferred to the latter the su%2ect propert(3 that %( reason of said transfer,
the 0egistr( of .eeds of &ue'on Cit( issued a new title in the name of
Motorich Sales Corporation, represented %( -enita Lee $ruen%erg and
0e(naldo L. $ruen%erg.
Petitioner then fled a complaint against Motorich for it to e/ecute a
deed of a%solute sale in accordance with their agreement. +he other private
respondents were later impleaded as the assignees of rights and interests of
Motorich. 4n its answer, Motorich and -enita Lee $ruen%erg interposed as
a5rmative defense that the President and Chairman of Motorich did not sign
the agreement adverted to and that Mrs. $ruen%erg6s signature on the
agreement is inade*uate to %ind Motorich.
+he 0+C dismissed petitioner,s complaint and held in part that there is
no evidence to show that defendant -enita Lee $ruen%erg was indeed
authori'ed %( Motorich3 no such vote was o%tained %( -enita Lee $ruen%erg
for the proposed sale, neither was there evidence to show that the supposed
transaction was ratifed %( the corporation. +he C# a5rmed the 0+C decision
with the modifcation that -enita Lee $ruen%erg was ordered to refund the
P"00, 000. 00 paid %( petitioner as downpa(ment. 7ence, the present
petition.
ISSUE)
8hether or not petitioner is correct in its contention that when
$ruen%erg and Co a5/ed their signatures on the contract the( %oth
consented to %e %ound %( the terms thereof and hence the contract is
%inding on the two corporations.
#ELD)
N.
+rue, $ruen%erg and Co signed on 9e%ruar( "), ":;:, the #greement,
according to which a lot owned %( Motorich Sales Corporation was
purportedl( sold. Such contract, however, cannot %ind Motorich, %ecause it
never authori'ed or ratifed such sale.
# corporation is a 2uridical person separate and distinct from its
stoc!holders or mem%ers. #ccordingl(, the propert( of the corporation is not
the propert( of its stoc!holders or mem%ers and ma( not %e sold %( the
stoc!holders or mem%ers without e/press authori'ation from the
corporation6s %oard of directors. Section <3 of P =;, otherwise !nown as the
Corporation Code of the Philippines, provides3
Sec. <3. The Board of Directors or Trustees. > ?nless otherwise
provided in this Code, the corporate powers of all corporations
formed under this Code shall %e e/ercised, all %usiness
conducted and all propert( of such corporations controlled and
held %( the %oard of directors or trustees to %e elected from
among the holders of stoc!s, or where there is no stoc!, from
among the mem%ers of the corporation, who shall hold o5ce for
one @"A (ear and until their successors are elected and *ualifed.
4ndu%ita%l(, a corporation ma( act onl( through its %oard of directors
or, when authori'ed either %( its %(laws or %( its %oard resolution, through
its o5cers or agents in the normal course of %usiness. +he general principles
of agenc( govern the relation %etween the corporation and its o5cers or
agents, su%2ect to the articles of incorporation, %(laws, or relevant provisions
of law. +hus, this Court has held that Ba corporate o5cer or agent ma(
represent and %ind the corporation in transactions with third persons to the
e/tent that the authorit( to do so has %een conferred upon him, and this
includes powers which have %een intentionall( conferred, and also such
powers as, in the usual course of the particular %usiness, are incidental to, or
ma( %e implied from, the powers intentionall( conferred, powers added %(
custom and usage, as usuall( pertaining to the particular o5cer or agent,
and such apparent powers as the corporation has caused persons dealing
with the o5cer or agent to %elieve that it has conferred.B
9urthermore, the Court has also recogni'ed the rule that Bpersons
dealing with an assumed agent, whether the assumed agenc( %e a general
or special one %ound at their peril, if the( would hold the principal lia%le, to
ascertain not onl( the fact of agenc( %ut also the nature and e/tent of
authorit(, and in case either is controverted, the %urden of proof is upon
them to esta%lish it.B ?nless dul( authori'ed, a treasurer, whose powers are
limited, cannot %ind the corporation in a sale of its assets.
4n the case at %ar, 0espondent Motorich categoricall( denies that it
ever authori'ed -enita $ruen%erg, its treasurer, to sell the su%2ect parcel of
land. Conse*uentl(, petitioner had the %urden of proving that -enita
$ruen%erg was in fact authori'ed to represent and %ind Motorich in the
transaction. Petitioner failed to discharge this %urden. 4ts oCer of evidence
%efore the trial court contained no proof of such authorit(. 4t has not shown
an( provision of said respondent6s articles of incorporation, %(laws or %oard
resolution to prove that -enita $ruen%erg possessed such power.
+hat -enita $ruen%erg is the treasurer of Motorich does not free
petitioner from the responsi%ilit( of ascertaining the e/tent of her authorit(
to represent the corporation. Petitioner cannot assume that she, %( virtue of
her position, was authori'ed to sell the propert( of the corporation. Selling is
o%viousl( foreign to a corporate treasurer6s function, which generall( has
%een descri%ed as Bto receive and !eep the funds of the corporation, and to
dis%urse them in accordance with the authorit( given him %( the %oard or
the properl( authori'ed o5cers.B
87D0D9E0D, the petition is here%( .D-4D. and the assailed .ecision
is #9940MD..