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stranger who deals with the corporation on the faith of the ostensible authority exercised by some
of the corporate officers.
2.
YES. If a corporation knowingly permits one of its officers, or any other agent, to do acts within the
scope of an apparent authority and thus holds him out to the public as possessing power to do
those acts, the corporation will, as against anyone who has in good faith dealt with the corporation
through such agent, be estopped from denying his authority; and where it is said if the
corporation permits this means the same as if the thing is permitted by the directing power of
the corporation.
The stockholders adopted a resolution to the effect that the agencies of the two films should be
accepted if the corporation could obtain the money with which to meet the expenditure involved,
and to this end appointed a committee to apply to the bank for a credit. An attempt to obtain
credit was made, but failed. Another special meeting of stockholders was held and a resolution was
passed to the effect that the company should pay to Hernandez, Fernandez, Monroy and Papa an
amount equal to 10% of their outlay in importing the films, said payment to be made in shares of
the company. At the time this meeting was held three shipments of the film had already been
received in Manila. Therefore, the body was then cognizant that the offer had already been
accepted in the name of Orientalist Company and that the films which were then expected to
arrive were being imported by virtue of such acceptance.
3. In affixing his signature to the contracts, Fernandez was a guarantor. From the testimony of both
Ramirez and Fernandez, the Court was convinced that the responsibility of the later was that of a
guarantor. Fernandez said that his name was signed as a guaranty that the contract would be
approved by the corporation, while Ramirez said that the name was put on the contract for the
purpose of guaranteeing its performance. The Court believed that the latter was the real intention
of the parties.