Republic of the Phils. vs Acoje Mining CFI: only the sum of P9,515.
25 was supported by the evidence- so this
G.R. No. L-18062 / February 28, 1963 / Bautista Angelo, J./CORPORATE
POWERS/FVARGAS
NATURE Appeal
PETITIONERS Republic of the Philippines
RESPONDENTS Acoje Mining Company
SUMMARY. Company asked the Bureaus of Posts to open a post office in
Sta. Cruz, Zambales. Director of Posts imposed several conditions, one of
which is that the company assumes direct responsibility for whatever
pecuniary loss may be suffered by the Bureau of Posts by reason of any act
of dishonesty, carelessness or negligence on the part of the employee of
the company who is assigned to take charge of the post office. The
company agreed. Subsequently, the postmaster hired by the company
stole a lot of cash. Company avers that they are not responsible because
the BOD resolution agreeing to the condition of the Director of Posts was
ultra vires.
DOCTRINE. Court explained that ultra vires acts are just voidable and not
void and the reso is not necessarily ultra vires because a corp can enter
into transactions beneficial to it. At the least the company cannot disclaim
liability on the ground of estoppel- they have already received benefits.
FACTS.
Acoje Mining Company, Inc. requested the Director of Posts to open a
post, telegraph and money order offices at its mining camp at Sta.
Cruz, Zambales, to service its employees and their families that were
living in said camp.
Director explained that it is their policy that the company assumes
direct responsibility for whatever pecuniary loss may be suffered by
the Bureau of Posts by reason of any act of dishonesty, carelessness or
negligence on the part of the employee of the company who is
assigned to take charge of the post office.
BOD passed a resolution (agreeing to the conditions):
"That the requirement of the Bureau of Posts that the company should
accept full responsibility for all cash received by the Postmaster, be
complied with, and that a copy of this resolution be forwarded to the
Bureau of Posts."
The branch was opened with Hilario M. Sanchez, an employee of the
company, as postmaster. He went on a 3 day leave but never returned.
Apparently, he absconded with P13,867.24.
Company didnt pay up despite several demands (remember they
assumed liability) so the government went to court.
Company: The resolution of the BOD was ultra vires. They are also
liable only as a guarantor and the properties of the principal need to be
exhausted first.
is hwat company ought to pay.
ISSUES & RATIO.
1. Was the resolution ultra vires? No.
While as a rule an ultra vires act is one committed outside the object
for which a corporation is created as defined by the law of its
organization and therefore beyond the powers conferred upon it by law
there are however certain corporate acts that may be performed
outside of the scope of the powers expressly conferred if they
are necessary to promote the interest or welfare of the
corporation- this case for example.
It was the companys idea to open a branch there for the benefit of its
employees. It wasnt the Government who came to the company. It is
evident that the company cannot now be heard to complain that it is not
liable for the irregularity committed by its employee upon the technical
plea that the resolution approved by its board of directors is ultra vires. The
least that can be said is that it cannot now go back on its plighted word on
the ground of estoppel.
The establishment of the local post office is a reasonable and proper
adjunct to the conduct of the business of company (they needed a post to
service employees I the remote area).
An ultra vires act is merely voidable, compared to an illegal act which is
void. The resolution here is not void for it was approved not in
contravention of law, customs, public order or public policy.
It being merely voidable, an ultra vires act can be enforced or validated if
there are equitable grounds for taking such action. Here it is fair that the
resolution be upheld at least on the ground of estoppel-the company has
already received benefits.
The defense of ultra vires rests on violation of trust or duty toward
stockholders, and should not be entertained where its allowance will do
greater wrong to innocent parties dealing with corporation
Lastly, the company assumed 'full responsibility for all cash received by the
Postmaster.'- obviously not a just a guarantor.
DECISION.
Lower Court Affirmed.