Sei sulla pagina 1di 3

G.R. No.

194964-65, January 11, 2016


UNIVERSITY OF MINDANAO, INC., Petitioner, v. BANGKO SENTRAL PILIPINAS, ET Guillermo B. Torres died.
AL., Respondents.
DECISION MSLAI failed to recover from its losses and was liquidated. Bangko Sentral ng Pilipinas sent a
LEONEN, J.: letter to University of Mindanao, informing that the bank would foreclose its properties if
MSLAI's total outstanding obligation remained unpaid. In its reply to Bangko Sentral ng
Acts of an officer that arc not authorized by the board of directors/trustees do not bind the Pilipinas' letter, University of Mindanao, through its Vice President for Accounting, Gloria E.
corporation unless the corporation ratifies the acts or holds the officer out as a person with Detoya, denied that University of Mindanao's properties were mortgaged. It also denied
authority to transact on its behalf. having received any loan proceeds from Bangko Sentral ng Pilipinas.

FACTS: This is a Petition for Review on Certiorari of the Court of Appeals' and Resolution. The University of Mindanao filed two Complaints for nullification and cancellation of mortgage.
Court of Appeals reversed the Cagayan De Oro City trial court's and the Iligan City trial court's One Complaint was filed before the Regional Trial Court of Cagayan de Oro City, and the
Decisions to nullify mortgage contracts involving University of Mindanao's properties. other Complaint was filed before the Regional Trial Court of Iligan City. University of
Mindanao alleged in its Complaints that it did not obtain any loan from Bangko Sentral ng
University of Mindanao is an educational institution. Its Board of Trustees was chaired by Pilipinas. It also did not receive any loan proceeds from the bank. University of Mindanao
Guillermo B. Torres. His wife, Dolores P. Torres, sat as University of Mindanao's Assistant also alleged that Aurora de Leon's certification was anomalous. It never authorized Saturnino
Treasurer. Petalcorin to execute real estate mortgage contracts involving its properties to secure
FISLAI's debts. It never ratified the execution of the mortgage contracts. Moreover, as an
Guillermo B. Torres and Dolores P. Torres incorporated and operated two (2) thrift banks: (1) educational institution, it cannot mortgage its properties to secure another person's debts.28
First Iligan Savings & Loan Association, Inc. (FISLAI); and (2) Davao Savings and Loan
Association, Inc. (DSLAI). Guillermo B. Torres chaired both thrift banks. He acted as FISLAI's Regional Trial Court of Cagayan de Oro City rendered a Decision in favor of University of
President, while his wife, Dolores P. Torres, acted as DSLAI's President and FISLAI's Treasurer. Mindanao. The Regional Trial Court of Cagayan de Oro City found that there was no board
Upon Guillermo B. Torres' request, Bangko Sentral ng Pilipinas issued a (P1.9 million) standby resolution giving Saturnino Petalcorin authority to execute mortgage contracts on behalf of
emergency credit to FISLAI. The release of standby emergency credit was evidenced by three University of Mindanao. The Cagayan de Oro City trial court gave weight to Aurora de Leon's
(3) promissory notes. All these promissory notes were signed by Guillermo B. Torres, and testimony that University ofMindanao's Board of Trustees did not issue a board resolution
were co-signed by either his wife, Dolores P. Torres, or FISLAI's Special Assistant to the that would support the Secretary's Certificate she issued. She testified that she signed the
President, Edmundo G. Ramos, Jr. University of Mindanao's Vice President for Finance, Secretary's Certificate only upon Guillermo B. Torres' orders. Saturnino Petalcorin testified
Saturnino Petalcorin, executed a deed of real estate mortgage over University of Mindanao's that he had no authority to execute a mortgage contract on University ofMindanao's behalf.
property in Cagayan de Oro City (covered by Transfer Certificate of Title No. T-14345) in favor He merely executed the contract because of Guillermo B. Torres' request.
of Bangko Sentral ng Pilipinas. "The mortgage served as security for FISLAI's PI.9 Million
loan[.]"It was allegedly executed on University of Mindanao's behalf. Regional Trial Court of Cagayan de Oro City ruled that Saturnino Petalcorin was not
authorized to execute mortgage contracts for University of Mindanao. Hence, the mortgage
As proof of his authority to execute a real estate mortgage for University of Mindanao, of University ofMindanao's Cagayan de Oro City property was unenforceable. Saturnino
Saturnino Petalcorin showed a Secretary's Certificate signed by University of Mindanao's Petalcorin's unauthorized acts should be annulled.
Corporate Secretary, Aurora de Leon authorizing him, to mortgage real estate properties
with the Central Bank of the Philippines to serve as security for the credit facility of First Regional Trial Court of Iligan City rendered a Decision in favor of University of Mindanao.
Iligan Savings and Loan Association.
The Iligan City trial court found that the Secretary's Certificate issued by Aurora de Leon was
Saturnino Petalcorin executed another deed of real estate mortgage, allegedly on behalf of fictitious and irregular for being unnumbered. It also did not specify the identity, description,
University of Mindanao, over its two properties in Iligan City. This mortgage served as or location of the mortgaged properties. The Iligan City trial court gave credence to Aurora de
additional security for FISLAI's loans. Bangko Sentral ng Pilipinas' mortgage lien over the Leon's testimony that the University of Mindanao's Board of Trustees did not take up the
Iligan City properties and Aurora de Leon's certification were annotated on Transfer documents in its meetings. Saturnino Petalcorin corroborated her testimony. The Iligan City
Certificates of Titles. Bangko Sentral ng Pilipinas also granted emergency advances to DSLAI. trial court ruled that the lack of a board resolution authorizing Saturnino Petalcorin to
execute documents of mortgage on behalf of University of Mindanao made the real estate
FISLAI, DSLAI, and Land Bank of the Philippines entered into a Memorandum of Agreement mortgage contract unenforceable under Article 140341 of the Civil Code.42 The mortgage
intended to rehabilitate the thrift banks, which had been suffering from their depositors' contract and the subsequent acts of foreclosure and auction sale were void because the
heavy withdrawals. Among the terms of the agreement was the merger of FISLAI and DSLAI, mortgage contract was executed without University of Mindanao' s authority.43
with DSLAI as the surviving corporation. DSLAI later became known as Mindanao Savings and
Loan Association, Inc. (MSLAI). The Iligan City trial court also ruled that the annotations on the titles of University of
Mindanao's properties do not operate as notice to the University because annotations only Securing loans is not an adjunct of the educational institution's conduct of business.It does
bind third parties and not owners. Further, Bangko Sentral ng Pilipinas' right to foreclose the not appear that securing third-party loans was necessary to maintain petitioner's business of
University of Mindanao's properties had already prescribed. Bangko Sentral ng Pilipinas providing instruction to individuals. This court upheld the validity of corporate acts when
separately appealed the Decisions of both the Cagayan de Oro City and the Iligan City trial those acts were shown to be clearly within the corporation's powers or were connected to
courts. the corporation's purposes.

After consolidating both cases, the Court of Appeals issued a Decision in favor of Bangko This court has, in effect, created a presumption that corporate acts are valid if, on their face,
Sentral ng Pilipinas. The Court of Appeals ruled that "[although BSP failed to prove that the the acts were within the corporation's powers or purposes. This presumption was explained
UM Board of Trustees actually passed a Board Resolution authorizing Petalcorin to mortgage as early as in 1915 in Coleman v. Hotel De France, where this court ruled that contracts
the subject real properties, " Aurora de Leon's Secretary's Certificate "clothed Petalcorin with entered into by corporations in the exercise of their incidental powers are not ultra vires.
apparent and ostensible authority to execute the mortgage deed on its behalf[.] " Bangko
Sentral ng Pilipinas merely relied in good faith on the Secretary's Certificate. University of This court ruled that a contract executed by a corporation shall be presumed valid if on its
Mindanao is estopped from denying Saturnino Petalcorin's authority. face its execution was not beyond the powers of the corporation to do. Thus:
When a contract is not on its face necessarily beyond the scope of the power of the
Moreover, the Secretary's Certificate was notarized. This meant that it enjoyed the corporation by which it was made, it will, in the absence of proof to the contrary, be
presumption of regularity as to the truth of its statements and authenticity of the presumed to be valid. Corporations are presumed to contract within their powers. The
signatures. Thus, "BSP cannot be faulted for relying on the [Secretary's Certificate.]" The doctrine of ultra vires, when invoked for or against a corporation, should not be allowed to
Court of Appeals also ruled that since University of Mindanao's officers, Guillermo B. Torres prevail where it would defeat the ends of justice or work a legal wrong.
and his wife, Dolores P. Torres, signed the promissory notes, University of Mindanao was
presumed to have knowledge of the transaction. Knowledge of an officer in relation to
matters within the scope of his or her authority is notice to the corporation. The annotations However, this should not be interpreted to mean that such presumption applies to all cases,
on University of Mindanao's certificates of title also operate as constructive notice to it that even when the act in question is on its face beyond the corporation's power to do or when
its properties were mortgaged. Its failure to disown the mortgages for more than a decade the evidence contradicts the presumption. Presumptions are "inference[s] as to the existence
was implied ratification. of a fact not actually known, arising from its usual connection with another which is known,
Hence, University of Mindanao filed this Petition for Review. or a conjecture based on past experience as to what course human affairs ordinarily
take." Presumptions embody values and revealed behavioral expectations under a given set
ISSUE: whether petitioner University of Mindanao is bound by the real estate mortgage of circumstances.
contracts executed by Saturnino Petalcorin. Presumptions may be conclusive or disputable.

HELD: Conclusive presumptions are presumptions that may not be overturned by evidence,
Petitioner argues that the execution of the mortgage contract was ultra vires. As an however strong the evidence is. They are made conclusive not because there is an
educational institution, it may not secure the loans of third persons. Securing loans of third established uniformity in behavior whenever identified circumstances arise. They are
persons is not among the purposes for which petitioner was established. conclusive because they are declared as such under the law or the rules. Rule 131, Section 2
Petitioner, is correct. of the Rules of Court identifies two (2) conclusive presumptions:
Corporations are artificial entities granted legal personalities upon their creation by their
incorporators in accordance with law. Unlike natural persons, they have no inherent powers. SEC. 2. Conclusive presumptions.— The following are instances of conclusive presumptions:
Third persons dealing with corporations cannot assume that corporations have powers. It is (a) Whenever a party has, by his own declaration, act, or omission, intentionally and
up to those persons dealing with corporations to determine their competence as expressly deliberately led another to believe a particular thing true, and to act upon such belief, he
defined by the law and their articles of incorporation. A corporation may exercise its powers cannot, in any litigation arising out of such declaration, act or omission, be permitted to
only within those definitions. Corporate acts that are outside those express definitions under falsify it;
the law or articles of incorporation or those "committed outside the object for which a (b) The tenant is not permitted to deny the title of his landlord at the time of the
corporation is created" are ultra vires. The only exception to this, rule is when acts are commencement of the relation of landlord and tenant between them.
necessary and incidental to carry out a corporation's purposes, and to the exercise of powers
conferred by the Corporation Code and under a corporation's articles of incorporation. This On the other hand, disputable, presumptions are presumptions that may be overcome by
exception is specifically included in the general powers of a corporation under Section 36 of contrary evidence. They are disputable in recognition of the variability of human behavior.
the Corporation Code: Presumptions are not always true. They may be wrong under certain circumstances, and
courts are expected to apply them, keeping in mind the nuances of every experience that
Securing FISLAI's loans by mortgaging petitioner's properties does not appear to have even may render the expectations wrong.
the remotest connection to the operations of petitioner as an educational institution.
Thus, the application of disputable presumptions on a given circumstance must be based on they failed to prove that they indeed tendered a consideration for the four (4) parcels of
the existence of certain facts on which they are meant to operate. "[Presumptions are not land. It relied on the testimony of Lourdes that petitioners did not pay her husband. The
allegations, nor do they supply their absence[.]" Presumptions are conclusions. They do not price or consideration for the sale was simulated to make it appear that payment had been
apply when there are no facts or allegations to support them. If the facts exist to set in tendered when in fact no payment was made at all.
motion the operation of a disputable presumption, courts may accept the presumption.
However, contrary evidence may be presented to rebut the presumption. ISSUE: Whether or not the validity of a contract may be assailed on a mere testimony that it
has no consideration.
Courts cannot disregard contrary evidence offered to rebut disputable presumptions.
Disputable presumptions apply only in the absence of contrary evidence or explanations. This HELD: The answer is in the negative. Under Section 3, Rule 131 of the Rules of Court, the
court explained in Philippine Agila Satellite Inc. v. Usec. Trinidad-Lichauco: following are disputable presumptions: (1) private transactions have been fair and regular;
We do not doubt the existence of the presumptions of "good faith" or "regular performance (2) the ordinary course of business has been followed; and (3) there was sufficient
of official duty," yet these presumptions are disputable and may be contradicted and consideration for a contract. These presumptions operate against an adversary who has not
overcome by other evidence. Many civil actions are oriented towards overcoming any introduced proof to rebut them. They create the necessity of presenting evidence to rebut
number of these presumptions, and a cause of action can certainly be geared towards such the prima facie case they created, and which, if no proof to the contrary is presented and
effect. The very purpose of trial is to allow a party to present evidence to overcome the offered, will prevail. The burden of proof remains where it is but, by the presumption, the
disputable presumptions involved. Otherwise, if trial is deemed irrelevant or unnecessary, one who has that burden is relieved for the time being from introducing evidence in support
owing to the perceived indisputability of the presumptions, the judicial exercise would be of the averment, because the presumption stands in the place of evidence unless rebutted.
relegated to a mere ascertainment of what presumptions apply in a given case, nothing more. In this case, the respondents failed to trounce the said presumption. Aside from
Consequently, the entire Rules of Court is rendered as excess verbiage, save perhaps for the their bare allegation that the sale was made without a consideration, they failed to supply
provisions laying down the legal presumptions. clear and convincing evidence to back up this claim. It is elementary in procedural law that
bare allegations, unsubstantiated by evidence, are not equivalent to proof under the Rules of
If this reasoning of the Court of Appeals were ever adopted as a jurisprudential rule, no Court. The CA decision ran counter to this established rule regarding disputable presumption.
public officer could ever be sued for acts executed beyond their official functions or It relied heavily on the account of Lourdes who testified that the children of Luis approached
authority, or for tortious conduct or behavior, since such acts would "enjoy the presumption him and convinced him to sign the deed of sale, explaining that it was necessary for a loan
of good faith and in the regular performance of official duty." Indeed, few civil actions of any application, but they did not pay the purchase price for the subject properties. This
nature would ever reach the trial stage, if a case can be adjudicated by a mere determination testimony, however, is selfserving and would not amount to a clear and convincing evidence
from the complaint or answer as to which legal presumptions are applicable. For-example, required by law to dispute the said presumption. As such, the presumption that there was
the presumption that a person is innocent of a wrong is a disputable presumption on the sufficient consideration will not be disturbed.
same level as that of the regular performance of official duty. A civil complaint for damages
necessarily alleges that the defendant committed a wrongful act or omission that would
serve as basis for the award of damages. With the rationale of the Court of Appeals, such
complaint can be dismissed upon a motion to dismiss solely on the ground that the
presumption is that a person is innocent of a wrong. (Emphasis supplied, citations omitted)

In this case, the presumption that the execution of mortgage contracts was within
petitioner's corporate powers does not apply. Securing third-party loans is not connected to
petitioner's purposes as an educational institution.

G.R. No. 194846, June 28, 2013


HOSPICIO D. ROSAROSO et al. vs. LUCILA LABORTE SORIA et al.
FACTS: Petitioners filed a complaint for nullity of the SPA authorizing Respondent to sell the
subject disputed lots to Meridian, as well as the deed of sale entered into pursuant to the
said SPA. Petitioner alleged that the said lot had already sold to them by their predecessor
Luis Rosaroso. During trial the second wife of Luis, Lourdes testified deed of sale in favor of
petitioners, was obtained through fraud, deceit and trickery. She explained that they signed
the prepared deed out of pity because petitioners told them that it was necessary for a loan
application. RTC ruled in favor of petitioners. On appeal, the CA reversed and set aside the
RTC decision. The CA ruled that the first deed of sale in favor of petitioners was void because

Potrebbero piacerti anche