BISAYA LAND TRANSPORTATION CO vs.

SANCHEZ, GR 74623, August 31, 1987

ART. 1403 - UNENFORCEABLE CONTRACT

FACTS:
Bisaya Land Transportation Company, Inc. (BISTRANCO) has been engaged in
the shipping business and one of its ports of call is found in Butuan City. When
BISTRANCO was under receivership Mariano Sanchez (Sanchez) was appointed by
BISTRANCO as its acting shipping agent for its vessels in Butuan City by its Receiver
Atty. Adolfo V. Amor (Amor) “pending the execution of the formal contract of agency.”
Thereafter a formal Contract of Agency was executed between BISTRANCO,
represented by Receiver Atty. Amor and Sanchez. Sanchez then executed a
Supplemental Shipping Agency Contract after finding that a paragraph of the Contract
of Agency was quite prejudicial to him which was then signed by both parties. However
both the Contract of Agency and the Supplemental Shipping Agency Contract
(contracts) were never submitted by Atty. Amor to the receivership court for its approval.
By virtue of the Contracts, Sanchez performed his duties as shipping agent of
BISTRANCO. Under his endeavors, BISTRANCO flourished. Then one day,
BISTRANCO wrote Sanchez that they would commence operating its branch office at
Butuan City and thereafter actually operated a branch office, which in effect, repudiated
the Contracts. Under the rules of court it is necessary that the acts of the receiver have
the approval or authorization of the court which appointed him as a receiver. A court-
appointed receiver cannot validly enter into a contract without the approval of the court.

ISSUE:
Are the Contracts which Receiver Atty. Amor entered into with Sanchez, without
the approval of the court which appointed him receiver, void or unenforceable?

HELD:
The Contracts are unenforceable but they were ratified, thus they are valid. A
void and contract can not be ratified, whereas an unenforceable contract may still be
ratified and, thereafter, enforced. According to Article 1409 (1), there is nothing in the
cause, object, or purpose of the contracts which can be said as contrary to law, morals,
good customs, public order or public policy so as to render them void. On the other
hand, Article 1403 (1) of the Civil Code provides that contracts "entered into in the name
of another person by one who has been given no authority or legal representation, or
who has acted beyond his powers" are unenforceable, unless they are ratified. Thus the
contracts are unenforceable, due to Receiver Amor’s failure to secure the court’s
approval of said contracts. These unenforceable contracts were however ratified by
BISTRANCO when they sent 3 letters to Sanchez which recognized and gave efficacy
to the contracts.