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However, under Article 1910 of the New Civil Code, acts done by
such officers beyond the scope of their authority cannot bind the
corporation unless it has ratified such acts expressly or tacitly, or
is estopped from denying them: Art. 1910. The principal must
comply with all the obligations which the agent may have
contracted within the scope of his authority. As for any obligation
wherein the agent has exceeded his power, the principal is not
bound except when he ratifies it expressly or tacitly. Thus,
contracts entered into by corporate officers beyond the scope of
authority are unenforceable against the corporation unless
ratified by the corporation.
_______________
*
SECOND DIVISION.
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3Exhibit
L, Records, p. 213.
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area on which the right of way traverses from the main lot (area)
towards the exit to the Sumulong Highway as shown in the
location plan furnished by the Owner/Seller to the buyer.
Furthermore, in the event that the right of way is insufficient for
the buyers purposes (example: entry of a 45foot container), the
seller agrees to sell additional square meter from his current
adjacent property
to allow the buyer to full access and full use of
5
the property.
M, Id., at p. 214.
5Ibid.
6Exhibit
N, Id., at p. 216.
7Exhibit
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at pp. 193194.
9Exhibit
D, Id., at p. 196.
10Exhibit
11Exhibit
G, Id., at p. 201.
12Exhibit
E, Id., at p. 198.
13Exhibit
F, Id., at p. 199.
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pp. 24.
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at pp. 45.
17Id.,
at pp. 2425.
18Id.,
at p. 247.
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WHEREFORE,
defendant:
judgment
is
hereby
rendered
directing
The trial court ruled that the RECCI was estopped from
disowning the apparent authority of Roxas under the May
17, 1991 Resolution of its Board of Directors. The court
reasoned that to do so would prejudice the WHI which
transacted with Roxas in good faith, believing that he had
the authority to bind the WHI relating to the easement of
right of way, as well as the right to purchase a portion of
Lot No. 491A3B1 covered by TCT No. 78085.
The RECCI appealed the decision to the CA, which
rendered a decision on November 9, 1999 reversing that of
the trial court, and ordering the dismissal of the complaint.
The CA ruled that, under the resolution of the Board of
Directors of the RECCI, Roxas was merely authorized to
sell Lot No. 491A3B2 covered by TCT No. 78086, but not
to grant right of way in favor of the WHI over a portion of
Lot No. 491A3B1, or to grant an option to the petitioner
to buy a portion thereof. The appellate court also ruled that
the grant of a right of way and an option to the respondent
were so lopsided in favor of the respondent because the
latter was authorized to fix the location as well as the price
of the portion of its property to be sold to the respondent.
Hence, such provisions contained in the deed of absolute
sale were not binding on the RECCI. The appellate court
ruled that the delay in the construction of WHIs
warehouse was due to its fault.
_______________
19
Id., at p. 482.
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pp. 2223.
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22Id.,
at pp. 644645.
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Art. 1403. The following contracts are unenforceable, unless they are
ratified:
(1) Those entered into in the name of another person by one who has been given no
authority or legal representation, or who has acted beyond his powers.
24211
25
Records, p. 213.
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cases:
...
(5) To enter into any contract by which the ownership of an immovable is
transmitted or acquired either gratuitously or for a valuable consideration
...
(12) To create or convey real rights over immovable property
...
(14) To ratify or recognize obligations contracted before the agency
(15) Any other act of strict dominion.
27
(1) Acts and contracts which have for their object the creation, transmission,
modification or extinguishment of real rights over immovable property sales of
real property or of an interest therein are governed by articles 1403, No. 2, and
1405
...
(3) The power to administer property, or any other power which has for its
object an act appearing or which should appear in a public document, or should
prejudice a third person
(4) The cession of actions or rights proceeding from an act appearing in a public
document.
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(1977).
29Prior
30Lang
31Union
32
(1951).
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Id., at p. 696.
34Residon
35
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Food Corporation v. Central Carolina Bank & Trust Company, 291 S.W.2d
892.
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Reuschlin and Gregory, The Law of Agency and Partnership, 2nd ed.,
p. 75.
38Article
39
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