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A motion for reconsideration was filed by Lim Pin assailing the compromise
agreement: 1) that she never authorized her son nor her counsel on record
(Attorney. Pastor Mamaril) to enter into such compromise agreement and
2) that had she been present when said agreement was prepared; she
would not have acceded thereto.
Tan filed opposition to MR and prayed that son George Hung and Attorney.
Pastor P. Mamaril be cited for contempt" in the event they should belatedly
deny that George Hung was duly authorized by his mother to enter into the
compromise agreement.
TC: MR denied George Hung cited for contempt of court. Writ to execute
issued.
Lim Pin: Judge should not have allowed her son George Hung and her then
counsel, Attorney. Pastor Mamaril in her absence to enter into compromise
agreement with Tan. Considering that such compromise agreement would
impose onerous obligations upon her, such as a tremendous increase of
rentals in the premises being leased from Tan from P1,500.00 a month to
P5,000.00 a month and that said agreement contained admissions by her,
the respondent Judge should have required a written authority and power
of attorney from her son and counsel.
HELD: 1) Power of attorney need not be written but authority must be duly
established by evidence.
Section 23 of Rule 138 on Attorneys and Admission to the Bar governs the
authority of attorneys to bind their clients and provides that "Attorneys
have authority to bind their clients in any case by any agreement in
Mandate may be oral or written BUT vital that it must be express. If the
special authority is not written it must be duly established by evidence
other than mere assertion of counsel.
Here, it was shown that Judge took necessary precautionary measures and
acted on the basis of satisfactory evidence when he allowed the
compromise agreement to be executed by George
Hung the petitioner's son.
Prior to hearing, Lim Pin had repeatedly asked court to approve her
proposal for monthly increase of 500php + that increases be pegged at
that rate till monthly rental reaches 5k. on Dec 1977. But at the time, Tan
not amenable to it, but Tan later changed her mind so court later asked
George to execute agreement.
There were other reasons which led the lower court to a finding that
George Hung had the full authority to enter into the compromise. The court
itself observed during the earlier hearings and it is not disputed that ...
defendant Lim Pin could not decide on anything without first consulting her
son." George Hung's later denial that he never manifested his authority to
represent his mother was rejected by the court. As a matter of fact, this
sudden turnabout of George Hung led the court to cite him for contempt.
He was fined Two Hundred Pesos. The citation for contempt was never
appealed.
The compromise agreement was ratified by the petitioner when a few days
after the promulgation of the questioned judgment and before the filing of
a motion for reconsideration, she filed a Motion To Withdraw Deposits, a
consignation case pending before the same court between the same
parties. Such motion's expressly stated purpose was to withdraw deposit
made in order implement compromise agreement.
court for the purpose of assessing the value of the disputed areas of claim.
An assessment was subsequently made pursuant to the compromise
agreement and the commissioners recommended a price rate of P15.00
per square meter.
One of the lawyers of HI Cement, Atty. Francisco Ventura, then notified the
Board of Directors of HI Cement for the approval of the compromise
agreement. But the Board disapproved the compromise agreement hence
Atty. Ventura filed a motion with the court to disregard the compromise
agreement. Vicente et al naturally assailed the motion. Vicente et al
insisted that the compromise agreement is binding because prior to
entering into the compromise agreement, the three lawyers of HI Cement
declared in open court that they are authorized to enter into a compromise
agreement for HI Cement; that one of the lawyers of HI Cement, Atty.
Florentino Cardenas, is an executive official of HI Cement; that Cardenas
even nominated one of the commissioners; that such act ratified the
compromise agreement even if it was not approved by the Board. HI
Cement, in its defense, averred that the lawyers were not authorized and
that in fact there was no special power of attorney executed in their favor
for the purpose of entering into a compromise agreement. Judge Ambrosio
Geraldez ruled in favor of HI Cement.
ISSUE: Whether or not a compromise agreement entered into by a lawyer
purportedly in behalf of the corporation is valid without a written authority.
HELD: No. Corporations may compromise only in the form and with the
requisites which may be necessary to alienate their property. Under the
corporation law the power to compromise or settle claims in favor of or
against the corporation is ordinarily and primarily committed to the Board
of Directors but such power may be delegated. The delegation must be
clearly shown for 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. In the case
at bar, there was no special power of attorney authorizing the three
lawyers to enter into a compromise agreement. This is even if the lawyers
declared in open court that they are authorized to do so by the corporation
(in this case, the transcript of stenographic notes does not show that the
lawyers indeed declare such in open court).
Rulings: (1) In the case at bar, it was Julian who obtained the loan
obligations from respondent which he secured with the mortgage of the
subject property. The property mortgaged was owned by his wife, Perla,
considered a third party to the loan obligations between Julian and
respondent. It was, thus, a situation recognized by the last paragraph of
Article 2085 of the Civil Code that third persons who are not parties to the
principal obligation may secure the latter by pledging or mortgaging their
own property. There is no question therefore that Julian was vested with
the power to mortgage the pieces of property identified in the SPA,
however,
the
subject property was not among those enumerated therein. Julian was not
conferred by Perla with theauthority to mortgage the subject property
(2) The said SPA was revoked by virtue of a public instrument executed by
Perla. To address respondents assertion that the said revocation was
unenforceable against it as a third party to the SPA and as one who relied
on the same in good faith, the rule is that an agency is extinguished,
among others, by its revocation (Article 1999, New Civil Code of the
Philippines). The principal may revoke the agency at will, and compel the
agent to return the document evidencing the agency. Such revocation may
be express or implied (Article 1920, supra).
Issue:
- W/N de Coster is also liable as to the debt incurred by his
husband
Held:
- No! Husband has no authority to execute a promissory note
in behalf of his wife or to make the latter liable as an
accommodation maker. Also, the debt was a preexisting
debt of the husband wherein the wife was not a party and
has no legal obligation to pay.
- The obligation of the husband stated in the power if attorney
was to borrow money for or in account of his wife as her
agent as her attorney in fact. That does not carry with it the
power to make his wife liable as a surety for his preexisting
debt
- Also, the husband, the agent of his wife, failed to represent
the interest of his principal in court. This gave the principal
the authority to obtain relief under section 113 of the Code
of Civil Procedure.
(3) Rule of strict construction- where the terms of the contract are clear as
to leave no room for interpretation, resort to circumstantial evidence to
ascertain the true intent of the parties, is not countenanced. The law is
that if the terms of a contract are clear and leave no doubt upon the
intention of the contracting parties, the literal meaning of its stipulation
shall control. The clear terms of the contract should never be the subject
matter of interpretation. Equally relevant is the rule that a power of
attorney must be strictly construed and pursued. The instrument will be
held to grant only those powers which are specified therein, and the agent
may neither go beyond nor deviate from the power of attorney. Where
powers and duties are specified and defined in an instrument, all such
powers and duties are limited and are confined to those which are
specified and defined, and all other powers and duties are excluded.
Qualification of the rule- this is but in accord with the disinclination of
courts to enlarge the authority granted beyond the powers expressly given
and those which incidentally flow or derive therefrom as being usual and
reasonably necessary and proper for the performance of such express
powers.
The sugar crop loans were obtained by Maximo from the plaintiff
bank under the power of the attorney, executed in his favor by his brothers
and sisters to mortgage a 16-odd hectare parcel of land, jointly owned by
all of them
Maximo applied for two separate crop loans with the PNB, one in the
amount of P15,000 but only P13,216.11 was extended by the PNB and the
other for P23,000 but only P12,427.57 was extended by the PNB
As security for the two loans, Maximo executed it in his own name in
favor of PNB two chattel mortgages, guaranteed by the surety bonds for
the full authorized amounts of loans executed by the Associated Insurance
& Surety Co., Inc.
Plaintiff Bank filed the case on February 10,1961 against Defendant
Maximo Sta. Maria and his six brothers and sisters and the Associated
Insurancs & Suret Co., Inc. for the collection of unpaid balances of two
sugar crop loans
Maximo did not appeal but his siblings appealed and contended that
they had given their brother Maximo the authority to borrow money but
only to mortgage the real estate jointly owned by them and that if they are
liable, the liability should not go beyond the value of the property which9
they had authorized to be given as security of the loans obtained by
Maximo. They further contended that they did not benefit whatsoever from
the loans.
Padilla for Carmen E. de Foerster, the wife of U.E. Foerster, which was
consequently withdrawn by the couple and a certain V. Bacaldo
(stenographer of Foerster).
Issue: W/N the siblings are only liable for the value of the land?
The drug company saw fit to stand on the proposition that checks drawn in
its favor were improperly and illegally cashed by the bank for Foersters
personal account.
Held: Yes, except for Valeriana who issued a separate Special Power of
Attorney authorizing Maximo to borrow money.
Maximo and Valeriana are the only ones liable for the loans and that
the other siblings liability only correspond to real estate mortgage and the
foreclosure and sale of mortgage.
Under the Art. 1207, Valeriana is only jointly liable with Maximo
INSULAR DRUG COMPANY VS NATIONAL BANK
Facts: U.E. Foerster was formerly a salesman of the drug company for
the island of Panay and Negros. He also acted as a collector of the
company, mainly taking checks from the Iloilo branch of the drug company
and depositing them to the company account with Philippine National
Bank. Upon examination of the checks deposited by Foerster with PNB,
there were several indorsements guaranteed by the PNB manager Angel
When the Manila office of the drug company investigated and discovered
the anomalies, Foerster committed suicide. Although there was no
evidence showing that the bank knew that Foerster was misappropriating
the funds of his principal, the Insular Drug Co. claims that it never received
the face value of the 132 checks in question covering a total of Php 18,
285.92.
Issue: Whether the bank is liable for the amount indorsed and withdrawn
by Foerster using company checks even if the latter is an agent of the drug
company.
Whether the bank is liable for the negligence of its agents when they
allowed encashing of the checks without prior authority from the company.
Ratio: Yes on both issues. The bank is liable for the amount withdrawn by
Foerster and will have to stand the loss occasioned by negligence of its
agents.
The right of an agent to indorse commercial paper is a very
responsible power and will not be lightly inferred. A salesman
with authority to collect money belonging to his principal does not
have the implied authority to indorse checks received in payment.
Any person taking checks made payable to a corporation, which
can [be acted upon] only by agents does so at his peril, and must
abide by the consequences if the agent who indorses the same is
without authority.
The fact that the bank acted in good faith does not relieve it from
responsibility. The bank could tell by the checks themselves that the
money belonged to the Insular Drug Company and not to Foerster, his wife
or his clerk. When the bank permitted the withdrawals without the
authority from the drug company, the bank made itself responsible to the
drug company for the amounts represented by the checks.
The bank could have relieved itself from the responsibility had it proven
that the money withdrawn by Foerster passed to the drug company but it
hasnt done so.
HODGES V. SALAS AND SALAS 63 Phil. 567
Facts:On September 2, 1923, the defendants executed a power of attorney
in favor of their brother-in-law Felix S. Yulo to enable him to obtain a loan
and secure it with a mortgage on the real property described in transfer
certificate of title No. 3335. The power of attorney was registered in the
registry of deeds of the Province of Occidental Negros. Acting under said
power of attorney, Felix S. Yulo, on March 27,1926, obtained a loan of
P28,000 from the plaintiff, binding his principals jointly and severally, to
pay it within ten (10) years, together with interest thereon at 12 per cent
per annum payable annually in advance, to which effect he signed a
promissory note for said amount and executed a deed of mortgage of the
real property. It was stated in the deed that in case the defendants failed to
pay the stipulated interest and the taxes on the real property mortgaged
and if the plaintiff were compelled to bring anaction to recover his credit,
said defendants would be obliged to pay 10 per cent more on the unpaid
capital, as fees for the plaintiff's attorneys. The mortgage so constituted
was registered in the registry of deeds of the Province of Occidental Negros
and noted on the back of the transfer certificate of title.The defendants
failedto pay at maturity the interest stipulated which should have been
paid one year in advance. Plaintiff therefore brought an action for
foreclosure of the mortgage. The trial court ordered in favor of the
defendants and held that the loan and the mortgage were illegal.
Issue: Whether or not the loan obtained and the mortgage executed by
Yulo was valid and therefore defendants are bound to pay?
Ruling: Yes. The loan obtained and the mortgage executed by Yulo
was valid and therefore defendants are bound to pay for it. By virtue of the
authority conferred by the defendants by executing a power of attorney,
agent Yulo was authorized to borrow money and invest it as he wished,
without being obliged to apply it necessarily for the benefit of his
principals.
VELOSO v. CA G.R. No. 102737; August 21, 1996
Ponente: J. Torres Jr.
FACTS: Petitioner Francisco Veloso was the owner of a parcel of land
situated in the district of Tondo, Manila, with an area of 177 square meters.
The title was registered in the name of Francisco A. Veloso. The said title
was subsequently cancelled and a new one issued in the name of Aglaloma
B. Escario, married to Gregorio L. Escario, on May 24, 1988.
HELD:
Yes,
the
sale
of
the
subject
property
is
valid
The Supreme Court held that an examination of the records showed that
the assailed power of attorney was valid and regular on its face. It was
notarized and as such, it carries the evidentiary weight conferred upon it
with respect to its due execution. While it is true that it was denominated
as a general power of attorney, a perusal thereof revealed that it stated an
authority
to
sell.
Respondent Aglaloma relied on the power of attorney presented by
petitioner's wife, Irma. Being the wife of the owner and having with her the
title of the property, there was no reason for the private respondent not to
believe, in her authority. Thus, having had no inkling on any irregularity
and having no participation thereof, private respondent was a buyer in
good faith. It has been consistently held that a purchaser in good faith is
one who buys property of another, without notice that some other person
has a right to, or interest in such property and pays a full and fair price for
the same, at the time of such purchase, or before he has notice of the
claim or interest of some other person in the property.