Republic of the Philippines

SUPREME COURT
Manila
EN BANC
G.R. No. L-10141 January 31, 1958
REPUBLC O! T"E P"LPPNES, petitioner,
vs.
P"LPPNE RESOURCES #E$ELOPMENT CORPOR%TON an& '() COURT O! %PPE%LS, respondents.
Office of the Solicitor General Ambrosio Padilla, and Solicitor Frine C. Zaballero for petitioner.
Vicente L. Santiago for respondent Corporation.
P%#LL%, J.*
This is a petition under Rule 46 to revie a !ud"#ent rendered b$ the Court of Appeals,in CA%&R No. '()6)%R, Philippine Resources *evelop#ent Corporation vs.
The +on. ,ud"e Ma"no &at#aitan et al.
The findin"s of the Court of Appeals are, as follos.
-t appears that on Ma$ 6, '.((, the Republic of the Philippines in representation of the Bureau of Prisons instituted a"ainst Macario Apostol and the
E#pire -nsurance Co. a co#plaint doc/eted as Civil Case No. 06'66 of the Court of 1irst instance of Manila. The co#plaint alle"es as the first cause
of action, that defendant Apostol sub#itted the hi"hest bid the a#ount P4(2.22 per ton for the purchase of '22 tons of Palaan Al#aci"a fro# the
Bureau of Prisons3 that a contract therefor as dran and b$ virtue of hich, Apostol obtained "oods fro# the Bureau of Prisons valued P'(,4)4.(.3
that of said account, Apostol paid onl$ P6.'.'2 leavin" a balane obli"ation of P'(,'4).4.. The co#plaint further averes, as second cause of action,
that Apostol sub#itted the best bid ith the Bureau of Prisons for the purchase of three #illion board feet of lo"s at P44.22 per ',222 board feet3 that
a contract as e5ecuted beteen the *irector of Prisons and Apostol pursuant to hich contract Apostol obtained deliveries of lo"s valued at
P6(.462.22, and that Apostol failed to pa$ a balance account 7f P'4,40).(). All told, for the total de#and set forth in co#plaint a"ainst Apostol is for
P64,2'(.26 ith le"al interests thereon fro# ,anuar$ 4, '.(0. The E#pire lnsurance Co#pan$ as included in the co#plaint havin" e5ecuted a
perfor#ance bond of P'2,222.22 in favor of Apostol.
-n his anser, Apostol interposed pa$#ent as a defense and sou"ht the dis#issal of the co#plaint.
7n ,ul$ '., '.((, the Philippine Resources *evelop#ent Corporation #oved to intervene, appendin" to its #otion, the co#plaint in the intervention of
even date. The co#plaint recites that for so#eti#e prior to Apostol8s transactions the corporate had so#e "oods deposited in a arehouse at '02'
+erran, Manila3 that Apostol, then the president of the corporation but ithout the /noled"e or consent of the stoc/holders thereof, disposed of said
"oods b$ deliverin" the sa#e to the Bureau of Prisons of in an atte#pt to settle his personal debts ith the latter entit$3 that upon discover$ of
Apodol8s act, the corporation too/ steps to recover said "oods b$ de#andin" fro# the Bureau of Prisons the return thereof3 and that upon the refusal
of the Bureau to return said "oods, the corporation sou"ht leave to intervene in Civil Case No. 06'66.
As aforestated, +is +onor denied the #otion for intervention and thereb$ issued an order to this effect on ,ul$ 06, '.((. A #otion for the
reconsideration of said order as filed b$ the #ovant corporation and the sa#e as li/eise denied b$ +is +onor on Au"ust '4, '.(( . . . 9Anne5 :.;.
7n 6 <epte#ber '.((, in a petition for a rit of certiorari filed in the Court of Appeals, the herein respondent corporation pra$ed for the settin" aside of the order of
the Court of 1irst -nstance that had denied the ad#ission of its co#plaint%in%intervention and for an order directin" the latter Court to allo the herein respondent
corporation to intervene in the action 9Anne5 &;. 7n '0 *ece#ber '.(( the Court of Appeals set aside the order den$in" the #otion to intervene and ordered the
respondent court to ad#it the herein respondent corporation8s co#plaint%in%intervention ith costs a"ainst Macario Apostol.
7n . ,anuar$ '.(6 the Republic of the Philippines filed this petition in this Court for the purpose stated at the be"innin" of this opinion.
The &over#ent contends that the intervenor has no le"al interest in the #atter in liti"ation, because the action brou"ht in the Court of 1irst -nstance of Manila
a"ainst Macario Apostol and the E#pire -nsurance Co#pan$ 9Civil Case No. 06'66, Anne5 A; is !ust for the collection fro# the defendant Apostol of a su# of
#one$, the unpaid balance of the purchase price of lo"s and al#aci"a bou"ht b$ hi# fro# the Bureau of Prisons, hereas the intervenor see/s to recover
onership and possession of &. -. sheets, blac/ sheets, M. <. plates, round bars and &. -. pipes that it clai#s its ons%an intervention hich ould chan"e a
personal action into one ad rem and ould undul$ dela$ the disposition of the case.
The Court of Appeals held that=
Petitioner ardentl$ clai#s that the reason behind its #otion to intervene is the desire to protect its ri"hts and interests over so#e #aterials purportedl$
belon"in" to it3 that said #aterial ere unauthori>edl$ and ille"all$ assi"ned and delivered to the Bureau of Prisons b$ petitionin" corporation8s
president Macario Apostol in pa$#ent of the latter8s personal accounts ith the said entit$3 and that the Bureau of Prisons refused to return said
#aterials despite petitioner8s de#ands to do so.
Petitioner refers to the particulars recited in Apostol8s anser dated ,ul$ '0, '.(( to the effect that Apostol had paid unto the Bureau of Prisons his
accounts covered, a#on" others, b$ BPP7 '2)) for the su# of P4,664.42 and BPP7 '(4. for the a#ount of P4,6.4.(4. Petitioner #oreover, points
to the <tate of Paid and ?npaid accounts of Apostol dated ,anuar$ '6, '.(4 prepared b$ the accountin" of officer of the Bureau of Prisons 9Anne5 B.
Co#plaint in -ntervention;, herein it appears that the afore#entioned accounts covered respectivel$ b$ BPP7 Nos. '2)) for 4.0 pieces of &- sheets
and '(4. for 6.. pieces of &- pipes in the total su# of P.,266..4 have not been credited to Apostol8s account in vie of lac/ of supportin" papers3
and that accordin" to the repl$ letter of the ?ndersecretar$ of ,ustice, said &- sheets and pipes ere delivered b$ Macario Apostol to the Bureau of
Prisons alle"edl$ in Apostol8s capacit$ as oner and that the blac/ iron sheets ere delivered b$ Apostol as President of the petitioner corporation.
Respondents, on the other hand, assert that the sub!ect #atter of the ori"inal liti"ation is a su# of #one$ alle"edl$ due to the Bureau of Prisons fro#
Macario Apostol and not the "oods or the #aterials reportedl$ turned over b$ Apostol as pa$#ent of his private debts to the Bureau of Prisons and the
recover$ of hich is sou"ht b$ the petitioner3 and that for this reason, petitioner has no le"al interest in the ver$ sub!ect #atter in liti"ation as to entitle
it to intervene.
@e find no #erit in respondents8 contention. -t is true that the ver$ sub!ect #atter of the ori"inal case is a su# of #one$. But it is li/eise true as borne
out b$ the records, that the #aterials purportedl$ belon"in" to the petitioner corporation have been assessed and evaluated and their price eAuivalent
in ter#s of #one$ have been deter#ined3 and that said #aterials for hatever price the$ have been assi"ned b$ defendant no respondent Apostol
as to/ens of pa$#ent of his private debts ith the Bureau of Prisons. -n vie of these considerations, it beco#es enor#ousl$ plain in the event the
respondent !ud"e decides to credit Macario Apostol ith the value of the "oods delivered b$ the latter to the Bureau of Prisons, the petitioner
corporation stands to be adversel$ affected b$ such !ud"#ent. The conclusion, therefore, is inescapable that the petitioner possesses a le"al interest
in the #atter in liti"ation and that such interest is of an actual, #aterial, direct and i##ediate nature as to entitle petitioner to intervene.
5 5 5 5 5 5 5 5 5
<ection 6 of Rule '6 of the Rules of Court endos the loer Court ith discretion to allo or disapprove the #otion for intrvention 9<antarro#ana et
al. vs. Barrios, 66 Phil. 4(6;3 and that in the e5ercise of such discretion, the court shall consider hether or not the intervention ill undul$ dela$ or
pre!udice the ad!udicatio of the ri"hts of the ori"inal parties and hether or not the intervenors the ri"hts #a$ be full$ protected in a separate
proceedin". The petitioner in the instant case positivel$ authori>ed to a separate action a"ainst an$ of all the respondents. But considerin" that the
resolution of the issues raised in and en!oined b$ the pleadin"s in the #ain case, ould virtall$ affect the ri"hts not onl$ the ori"inal parties but also of
the berein petitioner= that far fro# undul$ dela$in" or pre!udicin" the ad!udication of the ri"hts of the ori"inal parties or brin"in" about confusion in the
ori"inal case, the adnission of the co#plaint in intervention ould help clarif$ the vital issue of the true and real onership of the #aterials involved,
besides preventin" an abhorrent #unltiplicit$ of suit, e believe that the #otion to intervene should be "iven due to cause.
@e find no reason for disturbin" the fore"oin" pronounce#ents. The &overn#ent ar"ues that BPrice . . . is ala$s paid in ter#s of #one$ and the supposed
pa$#ent beein" in /ind, it is no pa$#ent at all, Bcitin" Article '4(4 of the ne Civil Code. +oever, the sa#e Article provides that the purschaser #a$ pa$ Ba price
certain in #one$ or its eqi!alent,B hich #eans that the$ #eant of the price need not be in #one$. @hether the &.-. sheets, blac/ sheets, M. <. Plates, round
bars and &. -. pipes clai#ed b$ the respondent corporation to belon" to it and delivered to the Bureau of Prison b$ Macario Apostol in pa$#ent of his account is
sufficient pa$#ent therefore, is for the court to pass upon and decide after hearin" all the parties in the case. <hould the trial court hold that it is as to credit
Apostol ith the value or price of the #aterials delivered b$ hi#, certainl$ the herein respondent corporation ould be affected adversel$ if its clai# of onership of
such sheets, plates, bars and pipes is true.
The &overn#ent reiterates in its ori"inal stand that counsel appearin" for the respondent corporation has no authorit$ to represent it orCand sue in its behalf, the
Court of Appeals held that=
Respondents aver also that petitioner lac/s le"al capacit$ to sue and that its counsel is actin" #erel$ in an individual capacit$ ithout the benefit of
the corporate act authori>in" hi# to brin" sue. -n this connection, respondents invo/ed a#on" others section 02 of Rule '0) hich provision, in our
opinion, sAuarel$ disproves their clai# as b$ virtue thereof, the authorit$ of petitioner8s counsel is pressu#ed. @ithal, the clai# of the counsel for the
petitioner that a resolution to proceed a"ainst Apostol, had been unanoni#ousl$ adopted b$ the stoc/holders of the corporation, has not been refuted.
Evidentl$, petitioner is a dul$ or"ani>ed corporation ith offices at the <a#anillo Buildin" and that as such, it is endoed ith a personalit$ distinct and
separate fro# that of its president or stoc/holders. -t has the ri"ht to brin" suit to safe"uard its interests and ordinaril$, such ri"ht is e5ercised at the
instance of the president. +oever, under the circu#stance no obtainin", such ri"ht properl$ devolves upon the other officers of the corporations as
said ri"ht is sou"ht to be e5ercised a"ainst the president hi#self ho is the ver$ ob!ect of the intended suit.
The poer of a corporation to sue and be sued in an$ court
'
is lod"ed in the board of directors hich e5ercises it corporater poers,
0
and not in the president, as
contended b$ the &overn#ent. The B#otion for ad#ission of co#plaint in interventionB 9Anne5 C; and the Bco#plaint in interventionB attached thereto, si"ned b$
counsel and filed in the Court of 1irst -nstance be"in ith the folloin" state#ent= BC7ME< N7@ the above%na#e -ntervenor, b$ its undersi"ned counsel, . . . ,
Band underneath his t$peritten na#e is affi5ed the descriptionB Counsel for the -ntervenor.B As counsels authorit$ to appeal for the respondent corporation as
neer Auestioned in the Court of 1irst -nstance, it is to be pressu#ed that he as properl$ authori>ed to file the co#plaint in intervention and appeal for his
client.
'
-t as onl$ in the Court of Appeals here his authorit$ to appear as Auestioned. As the Court of Appeals as satisfied that counsel as dul$ authori>ed b$
his client to file the co#plaint does in intervention and to appear in its behalf, hte resolution of the Court of Appeals on this point should not be disturbed.
&rantin" that counsel has not been actuall$ authori>ed b$ the board of directors to appear for and in behalf of the respondent corporation, the fact that counsel is
the secretar$ treasurer of the respondent corporation and #e#ber of the board of directors3 and that the other #e#bers of the board, na#el$, Macario Apostol, the
president, and his ife Pacita R. Apostol, ho shuold nor#all$ initiate the action to protect the corporate properties and in interest are the ones to be adversel$
affected thereb$, a sin"le stoc/holder under such circu#stances #a$ sue in behalf of the corporation.
0
Counsel as a stoc/holder and director of the respondent
corporation #a$ sue in its behalf and file the co#plaint in intervention in the proper court.
The !ud"#ent under revie is affir#ed, ithout pronounce#ents as to costs.
"eng#on, Paras, C.$., %ontema&or, 'e&es, A., "atista Angelo, Labrador, Concepcion, 'e&es, $.".L., (ndencia, and Feli), $$., concur.
!oo'no')+
'
<ection '6 para"raph 0, Corporation :a, Act No. '4(., as a#ended.
0
<ection 04, ibid.
6
<ection 02, Rule '0).
4
Pascual vs. *el <a> 7ro>co, '. Phil., 403 Everett vs. Asia Ban/in" Corporation, 4. Phil., ('03 Evan"elista vs. <antos, 46 Phil., 64).
The Lawphil Project - Arellano Law Foundation
Republic of the Philippines
SUPREME COURT
Manila
EN BANC
G.R. No. L-10141 January 31, 1958
REPUBLC O! T"E P"LPPNES, petitioner,
vs.
P"LPPNE RESOURCES #E$ELOPMENT CORPOR%TON an& '() COURT O! %PPE%LS, respondents.
Office of the Solicitor General Ambrosio Padilla, and Solicitor Frine C. Zaballero for petitioner.
Vicente L. Santiago for respondent Corporation.
P%#LL%, J.*
This is a petition under Rule 46 to revie a !ud"#ent rendered b$ the Court of Appeals,in CA%&R No. '()6)%R, Philippine Resources *evelop#ent Corporation vs.
The +on. ,ud"e Ma"no &at#aitan et al.
The findin"s of the Court of Appeals are, as follos.
-t appears that on Ma$ 6, '.((, the Republic of the Philippines in representation of the Bureau of Prisons instituted a"ainst Macario Apostol and the
E#pire -nsurance Co. a co#plaint doc/eted as Civil Case No. 06'66 of the Court of 1irst instance of Manila. The co#plaint alle"es as the first cause
of action, that defendant Apostol sub#itted the hi"hest bid the a#ount P4(2.22 per ton for the purchase of '22 tons of Palaan Al#aci"a fro# the
Bureau of Prisons3 that a contract therefor as dran and b$ virtue of hich, Apostol obtained "oods fro# the Bureau of Prisons valued P'(,4)4.(.3
that of said account, Apostol paid onl$ P6.'.'2 leavin" a balane obli"ation of P'(,'4).4.. The co#plaint further averes, as second cause of action,
that Apostol sub#itted the best bid ith the Bureau of Prisons for the purchase of three #illion board feet of lo"s at P44.22 per ',222 board feet3 that
a contract as e5ecuted beteen the *irector of Prisons and Apostol pursuant to hich contract Apostol obtained deliveries of lo"s valued at
P6(.462.22, and that Apostol failed to pa$ a balance account 7f P'4,40).(). All told, for the total de#and set forth in co#plaint a"ainst Apostol is for
P64,2'(.26 ith le"al interests thereon fro# ,anuar$ 4, '.(0. The E#pire lnsurance Co#pan$ as included in the co#plaint havin" e5ecuted a
perfor#ance bond of P'2,222.22 in favor of Apostol.
-n his anser, Apostol interposed pa$#ent as a defense and sou"ht the dis#issal of the co#plaint.
7n ,ul$ '., '.((, the Philippine Resources *evelop#ent Corporation #oved to intervene, appendin" to its #otion, the co#plaint in the intervention of
even date. The co#plaint recites that for so#eti#e prior to Apostol8s transactions the corporate had so#e "oods deposited in a arehouse at '02'
+erran, Manila3 that Apostol, then the president of the corporation but ithout the /noled"e or consent of the stoc/holders thereof, disposed of said
"oods b$ deliverin" the sa#e to the Bureau of Prisons of in an atte#pt to settle his personal debts ith the latter entit$3 that upon discover$ of
Apodol8s act, the corporation too/ steps to recover said "oods b$ de#andin" fro# the Bureau of Prisons the return thereof3 and that upon the refusal
of the Bureau to return said "oods, the corporation sou"ht leave to intervene in Civil Case No. 06'66.
As aforestated, +is +onor denied the #otion for intervention and thereb$ issued an order to this effect on ,ul$ 06, '.((. A #otion for the
reconsideration of said order as filed b$ the #ovant corporation and the sa#e as li/eise denied b$ +is +onor on Au"ust '4, '.(( . . . 9Anne5 :.;.
7n 6 <epte#ber '.((, in a petition for a rit of certiorari filed in the Court of Appeals, the herein respondent corporation pra$ed for the settin" aside of the order of
the Court of 1irst -nstance that had denied the ad#ission of its co#plaint%in%intervention and for an order directin" the latter Court to allo the herein respondent
corporation to intervene in the action 9Anne5 &;. 7n '0 *ece#ber '.(( the Court of Appeals set aside the order den$in" the #otion to intervene and ordered the
respondent court to ad#it the herein respondent corporation8s co#plaint%in%intervention ith costs a"ainst Macario Apostol.
7n . ,anuar$ '.(6 the Republic of the Philippines filed this petition in this Court for the purpose stated at the be"innin" of this opinion.
The &over#ent contends that the intervenor has no le"al interest in the #atter in liti"ation, because the action brou"ht in the Court of 1irst -nstance of Manila
a"ainst Macario Apostol and the E#pire -nsurance Co#pan$ 9Civil Case No. 06'66, Anne5 A; is !ust for the collection fro# the defendant Apostol of a su# of
#one$, the unpaid balance of the purchase price of lo"s and al#aci"a bou"ht b$ hi# fro# the Bureau of Prisons, hereas the intervenor see/s to recover
onership and possession of &. -. sheets, blac/ sheets, M. <. plates, round bars and &. -. pipes that it clai#s its ons%an intervention hich ould chan"e a
personal action into one ad rem and ould undul$ dela$ the disposition of the case.
The Court of Appeals held that=
Petitioner ardentl$ clai#s that the reason behind its #otion to intervene is the desire to protect its ri"hts and interests over so#e #aterials purportedl$
belon"in" to it3 that said #aterial ere unauthori>edl$ and ille"all$ assi"ned and delivered to the Bureau of Prisons b$ petitionin" corporation8s
president Macario Apostol in pa$#ent of the latter8s personal accounts ith the said entit$3 and that the Bureau of Prisons refused to return said
#aterials despite petitioner8s de#ands to do so.
Petitioner refers to the particulars recited in Apostol8s anser dated ,ul$ '0, '.(( to the effect that Apostol had paid unto the Bureau of Prisons his
accounts covered, a#on" others, b$ BPP7 '2)) for the su# of P4,664.42 and BPP7 '(4. for the a#ount of P4,6.4.(4. Petitioner #oreover, points
to the <tate of Paid and ?npaid accounts of Apostol dated ,anuar$ '6, '.(4 prepared b$ the accountin" of officer of the Bureau of Prisons 9Anne5 B.
Co#plaint in -ntervention;, herein it appears that the afore#entioned accounts covered respectivel$ b$ BPP7 Nos. '2)) for 4.0 pieces of &- sheets
and '(4. for 6.. pieces of &- pipes in the total su# of P.,266..4 have not been credited to Apostol8s account in vie of lac/ of supportin" papers3
and that accordin" to the repl$ letter of the ?ndersecretar$ of ,ustice, said &- sheets and pipes ere delivered b$ Macario Apostol to the Bureau of
Prisons alle"edl$ in Apostol8s capacit$ as oner and that the blac/ iron sheets ere delivered b$ Apostol as President of the petitioner corporation.
Respondents, on the other hand, assert that the sub!ect #atter of the ori"inal liti"ation is a su# of #one$ alle"edl$ due to the Bureau of Prisons fro#
Macario Apostol and not the "oods or the #aterials reportedl$ turned over b$ Apostol as pa$#ent of his private debts to the Bureau of Prisons and the
recover$ of hich is sou"ht b$ the petitioner3 and that for this reason, petitioner has no le"al interest in the ver$ sub!ect #atter in liti"ation as to entitle
it to intervene.
@e find no #erit in respondents8 contention. -t is true that the ver$ sub!ect #atter of the ori"inal case is a su# of #one$. But it is li/eise true as borne
out b$ the records, that the #aterials purportedl$ belon"in" to the petitioner corporation have been assessed and evaluated and their price eAuivalent
in ter#s of #one$ have been deter#ined3 and that said #aterials for hatever price the$ have been assi"ned b$ defendant no respondent Apostol
as to/ens of pa$#ent of his private debts ith the Bureau of Prisons. -n vie of these considerations, it beco#es enor#ousl$ plain in the event the
respondent !ud"e decides to credit Macario Apostol ith the value of the "oods delivered b$ the latter to the Bureau of Prisons, the petitioner
corporation stands to be adversel$ affected b$ such !ud"#ent. The conclusion, therefore, is inescapable that the petitioner possesses a le"al interest
in the #atter in liti"ation and that such interest is of an actual, #aterial, direct and i##ediate nature as to entitle petitioner to intervene.
5 5 5 5 5 5 5 5 5
<ection 6 of Rule '6 of the Rules of Court endos the loer Court ith discretion to allo or disapprove the #otion for intrvention 9<antarro#ana et
al. vs. Barrios, 66 Phil. 4(6;3 and that in the e5ercise of such discretion, the court shall consider hether or not the intervention ill undul$ dela$ or
pre!udice the ad!udicatio of the ri"hts of the ori"inal parties and hether or not the intervenors the ri"hts #a$ be full$ protected in a separate
proceedin". The petitioner in the instant case positivel$ authori>ed to a separate action a"ainst an$ of all the respondents. But considerin" that the
resolution of the issues raised in and en!oined b$ the pleadin"s in the #ain case, ould virtall$ affect the ri"hts not onl$ the ori"inal parties but also of
the berein petitioner= that far fro# undul$ dela$in" or pre!udicin" the ad!udication of the ri"hts of the ori"inal parties or brin"in" about confusion in the
ori"inal case, the adnission of the co#plaint in intervention ould help clarif$ the vital issue of the true and real onership of the #aterials involved,
besides preventin" an abhorrent #unltiplicit$ of suit, e believe that the #otion to intervene should be "iven due to cause.
@e find no reason for disturbin" the fore"oin" pronounce#ents. The &overn#ent ar"ues that BPrice . . . is ala$s paid in ter#s of #one$ and the supposed
pa$#ent beein" in /ind, it is no pa$#ent at all, Bcitin" Article '4(4 of the ne Civil Code. +oever, the sa#e Article provides that the purschaser #a$ pa$ Ba price
certain in #one$ or its eqi!alent,B hich #eans that the$ #eant of the price need not be in #one$. @hether the &.-. sheets, blac/ sheets, M. <. Plates, round
bars and &. -. pipes clai#ed b$ the respondent corporation to belon" to it and delivered to the Bureau of Prison b$ Macario Apostol in pa$#ent of his account is
sufficient pa$#ent therefore, is for the court to pass upon and decide after hearin" all the parties in the case. <hould the trial court hold that it is as to credit
Apostol ith the value or price of the #aterials delivered b$ hi#, certainl$ the herein respondent corporation ould be affected adversel$ if its clai# of onership of
such sheets, plates, bars and pipes is true.
The &overn#ent reiterates in its ori"inal stand that counsel appearin" for the respondent corporation has no authorit$ to represent it orCand sue in its behalf, the
Court of Appeals held that=
Respondents aver also that petitioner lac/s le"al capacit$ to sue and that its counsel is actin" #erel$ in an individual capacit$ ithout the benefit of
the corporate act authori>in" hi# to brin" sue. -n this connection, respondents invo/ed a#on" others section 02 of Rule '0) hich provision, in our
opinion, sAuarel$ disproves their clai# as b$ virtue thereof, the authorit$ of petitioner8s counsel is pressu#ed. @ithal, the clai# of the counsel for the
petitioner that a resolution to proceed a"ainst Apostol, had been unanoni#ousl$ adopted b$ the stoc/holders of the corporation, has not been refuted.
Evidentl$, petitioner is a dul$ or"ani>ed corporation ith offices at the <a#anillo Buildin" and that as such, it is endoed ith a personalit$ distinct and
separate fro# that of its president or stoc/holders. -t has the ri"ht to brin" suit to safe"uard its interests and ordinaril$, such ri"ht is e5ercised at the
instance of the president. +oever, under the circu#stance no obtainin", such ri"ht properl$ devolves upon the other officers of the corporations as
said ri"ht is sou"ht to be e5ercised a"ainst the president hi#self ho is the ver$ ob!ect of the intended suit.
The poer of a corporation to sue and be sued in an$ court
'
is lod"ed in the board of directors hich e5ercises it corporater poers,
0
and not in the president, as
contended b$ the &overn#ent. The B#otion for ad#ission of co#plaint in interventionB 9Anne5 C; and the Bco#plaint in interventionB attached thereto, si"ned b$
counsel and filed in the Court of 1irst -nstance be"in ith the folloin" state#ent= BC7ME< N7@ the above%na#e -ntervenor, b$ its undersi"ned counsel, . . . ,
Band underneath his t$peritten na#e is affi5ed the descriptionB Counsel for the -ntervenor.B As counsels authorit$ to appeal for the respondent corporation as
neer Auestioned in the Court of 1irst -nstance, it is to be pressu#ed that he as properl$ authori>ed to file the co#plaint in intervention and appeal for his
client.
'
-t as onl$ in the Court of Appeals here his authorit$ to appear as Auestioned. As the Court of Appeals as satisfied that counsel as dul$ authori>ed b$
his client to file the co#plaint does in intervention and to appear in its behalf, hte resolution of the Court of Appeals on this point should not be disturbed.
&rantin" that counsel has not been actuall$ authori>ed b$ the board of directors to appear for and in behalf of the respondent corporation, the fact that counsel is
the secretar$ treasurer of the respondent corporation and #e#ber of the board of directors3 and that the other #e#bers of the board, na#el$, Macario Apostol, the
president, and his ife Pacita R. Apostol, ho shuold nor#all$ initiate the action to protect the corporate properties and in interest are the ones to be adversel$
affected thereb$, a sin"le stoc/holder under such circu#stances #a$ sue in behalf of the corporation.
0
Counsel as a stoc/holder and director of the respondent
corporation #a$ sue in its behalf and file the co#plaint in intervention in the proper court.
The !ud"#ent under revie is affir#ed, ithout pronounce#ents as to costs.
"eng#on, Paras, C.$., %ontema&or, 'e&es, A., "atista Angelo, Labrador, Concepcion, 'e&es, $.".L., (ndencia, and Feli), $$., concur.
!oo'no')+
'
<ection '6 para"raph 0, Corporation :a, Act No. '4(., as a#ended.
0
<ection 04, ibid.
6
<ection 02, Rule '0).
4
Pascual vs. *el <a> 7ro>co, '. Phil., 403 Everett vs. Asia Ban/in" Corporation, 4. Phil., ('03 Evan"elista vs. <antos, 46 Phil., 64).
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