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Litonjua vs.

Eternit
G.R. No. 144805
June 8, 2006

Facts:
The broker who sold the land to the petitioner was not granted the authority to do so by the Board of Directors.
Thus, when the latter repudiated the Contract of Sale, the buyer cannot sue for specific performance and/or
damages since the contract was void, binding no one nor vesting anyone with any right.

Ratio:
The general principles of agency govern the relation between the corporation and its officers or agents,
subject to the articles of incorporation, by-laws, or relevant provisions of law. The property of a
corporation is not the property of the stockholders or members, and as such, may not be sold without
express authority from the board of directors. Physical acts like the offering of properties for sale, or
the acceptance of a counter-offer of prospective buyers can be performed ONLY by officers or agents
duly authorised by the board of directors. Absent such delegation, the rule is that the declarations of an
individual director or an agent, alone relating to the affairs of the corporation, but not in the course of,
or connected with, the performance of authorised duties of such director, are not binding on the
corporation.


San Juan Structural and Steel Fabricators, Inc. v. CA
G.R. No. 129459
September 29, 1998

Facts:
Petitioner entered into an agreement with Motorich Sales Corporation (via its treasurer Nenita
Gruenberg) for the transfer to it of a lot in Quezon City (by way of Deed of Assignment). Petitioner paid
a downpayment of P100,000 with the balance to be paid on or before March 2, 1989; and was ready
with the amount on March 2, 1989.

Nenita Lee Gruenberg did not appear in their supposed meeting. Motorich, despite repeated demands
of the petitioner, refused to execute the Transfer of Rights/Deed of Assignment to transfer the title over
the lot. In defense, Motorich alleged that the President and Chairman of Motorich did not actually sign
the agreement with petitioner and that Nenitas Gruenbergs signature on the agreement is inadequate
to bind Motorich (Reynaldo, as president and chairman, was the one required).

Ratio:
Even though Nenita Gruenberg signed the agreement, it cannot bind Motorich because Nenita was
never authorized nor did Motorich ratify the sale. A corporation is a juridical person separate and
distinct from its stockholders or members. The property of the corporation is not the property of its
stockholders or members nor may it be sold by them without authorization from the Corporations
board. A corporate officer/agent may represent/bind a corporation in transactions with third persons
to the extent that the authority to do so has been conferred upon him. Petitioner had the burden of
proving that Nenita was authorized to represent Motorich in the transaction. Petitioner FAILED to
discharge this burden.


AF Realty v. Dieselman
G.R. No. 111448
January 16, 2002

Facts:
Cruz, Jr., a member of the board of directors of Dieselman, issued an Authority to Sell Real Estate to a
real estate broker named Polintan. The latter was to look for a buyer/buyers and negotiate the sale of a
commercial lot owned by Dieselman. Cruz, Jr. had no written authority to sell. Polintan then authorized
Noble to sell the same lot. Noble then offered for sale the property to AF Realty & Development, which
accepted it through Ranullo, AF Realtys VP. Ranullo issued the check in the amount of P300K payable to
Dieselman. Polintan received the check and signed an acknowledgement receipt. Ranullo then asked
Polintan for the board resolution of Dieselman authorizing the sale of the property. However, Polintan
could only give Ranullo the original copy of TCT No. 39849, the tax declaration and tax receipt for the
lot, and a photocopy of the Articles of Incorporation of Dieselman.

Ratio:
According to the Corporation Code, the board of directors of a corporation may validly delegate some of
its functions to individual officers or agents appointed by it. Thus, contracts or acts of a corporation
must be made either by the board of directors or by a corporate agent duly authorized by the board.
Absent such valid delegation/authorization, the rule is that the declarations of an individual director
relating to the affairs of the corporation, but not in the course of, or connected with, the performance
of authorized duties of such director, are held not binding on the corporation.


Vicente v. Geraldez
G.R. No. L-32473
July 31, 1973

Facts:
Hi Cement Corp. acquired a Placer Lease Contract (mining claims). Vicente et, al claimed that some parts
of the mining claims are theirs hence the suit. They decided to have a Compromise Agreement, however
the Corporations President refused to sign it.

Ratio:
The law specifically requires that "juridical persons may compromise only in the form and with the
requisites which may be necessary to alienate their property." As a general rule an officer or agent of
the corporation has no power to compromise or settle a claim by or against the corporation, except to
the extent that such power is given to him either expressly or by reasonable implication from the
circumstances. Whatever authority the officers or agents of a corporation may have is derived from the
board of directors, or other governing body, unless conferred by the charter of the corporation. A
corporation officer's power as an agent of the corporation must therefore be sought from the statute,
the charter, the by-laws, or in a delegation of authority to such officer, from the acts of board of
directors, formally expressed or implied from a habit or custom of doing business.

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