 In 1967, HI Cement Corporation was granted

authority to operate mining facilities in

Bulacan.

 However, the areas allowed for it to explore

cover areas which were also being explored
by Ignacio Vicente, Juan Bernabe, and
Moises Angeles. *
 Eventually, HI Cement filed a civil case
against the three.

 During pre-trial, the possibility of an amicable

settlement was explored where HI Cement
offered to purchase the areas of claims of
Vicente et al at the rate of P0.90 per square
meter. Vicente et al however wanted P10.00
per square meter. But the offer was rejected.
 In 1969, the lawyers of HI Cement agreed to
enter into a compromise agreement with the
three whereby commissioners shall be
assigned by the 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. *
 Vicente et al insisted that:

(1) 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
(2) that one of the lawyers of HI Cement, Atty.
Florentino Cardenas, is an executive official of
HI Cement

(3) that Atty. 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. (Judge of the Court of First Instance
of Bulacan)
Whether or not a compromise agreement
entered into by a lawyer purportedly in behalf
of the corporation is valid without a written
authority.
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.
HOWEVER, 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 true even if the lawyers
declared in open court that they are
authorized to do so by the corporation.
The fact that Atty. Cardenas, an executive
officer of HI Cement, acted in effecting the
compromise agreement, i.e. nominating a
commissioner, does not ratify the
compromise agreement. *