TACUBOY

Compromise

Ignacio Vicente an Moises Angeles v Hon. Ambrosio Geraldez and Hi

Cement Corporation
GR. No. L-32473, 31 July 1973
Juan Bernabe v Hi Cement Corporation and Hon Ambrosio Geraldez
GR No. L-32483, 31 July 1973
Facts:
Hi Cement filed a complaint for injuction and damages against petitioners
alleging that it had acquired Placer Lease Contract under a deed of sale and
transfer which was duly registered with the Office of the Mining Recorder of
Bulacan and duly approved by the Sec. of Agriculture and Natural Resources
for a period of 25 years covering two mining claims.
Within the limits of the Placer Mining Claims are three parcels of land each
owned by petitioners.
Hi Cement prayed that the petitioners allow it, its agents and workers to
enter, develop and extract minerals from the areas claimed by defendants.
Upon suggestion of the court, a surveyor surveyed the area to relocate the
boundaries of the mining claims, which showed that the properties of the
plaintiffs were covered
The counsels of parties conferred on the possibility of terminating the case
by compromise, the plaintiffs having previously signified their willingness to
sell their respective properties.
Counsels of parties executed and submitted to the court for its approval a
Compromise Agreement, which was approved and enjoined the parties to
comply with the terms and conditions. One of the three lawyers of Hi
Cement sent a copy of the CA to the president of the corporation. However,
the latter answered that the Board of Directors do not agree with the
valuation set by the court.
The trial court rendered judgment ordering Hi Cement to pay the plaintiffs.
A new motion was filed by the plaintiff on the ground that decision was
based on a CA which was null and void for want of a special authority by Hi
Cements lawyers to enter into said agreement.
Issue:
W/N the compromise agreement entered into by corporrations lawyer is
valid.
Held:
No.
Ruling:
Special powers of attorney are necessary in the ff: to compromise, and to
renounce the right to appeal from a judgment. Attorneys have authority to bind
their clients in any case by any agreement in relation thereto made in writing, and
in taking appeals, and in all matters of ordinary judicial procedure, but they
cannot, without special authority/compromise their clients litigation, or receive
anything in discharge of their clients claims but the full amount in cash.

TACUBOY

Compromise

The Compromise Agreement was signed only by the lawyers for petitioners
and by the lawyers for private respondent corporation.
The Court held that the Rules require for attorneys to compromise the
litigation of their clients, a special authority. And while the same does not state
that the special authority be in writing, the same be duly established by evidence
other than the self-serving assertion of counsel himself that such authority was
verbally given him.
Law specifically required that juridical persons 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.
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.
A corporation officer's power as an agent of the corporation must therefore
be sought from the statute, the charter, the
In the case at bar no provision of the charter and by-laws of the corporation
or any resolution or any other act of the board of directors of HI Cement
Corporation has been cited, from which We could reasonably infer that the
administrative manager had been granted expressly or impliedly the power to
bind the