FACTS: The Associated Anglo-American Tobacco Corporation entered into a “Contract of Sales Agent “ with Andres Lao. Under the contract, Lao agrees to sell cigarettes manufactured and shipped by the corporation to his business address in Tacloban City. Lao would in turn remit the sales. Esteban Co, the Vice president and general manager of the Corporation summoned Lao for accounting. It was then established that there was Lao’s liability. Lao encountered difficulties in complying with these obligations. The corporation sent Ngo Kheng to supervise Lao’s sales operation. Ngo Kheng discovered that contrary to Lao’s allegation that he still had huge collectibles from his customers, nothing was due the Corporation from Lao’s clients. From then on, Lao no longer received shipments. Lao brought a complaint for accounting and damages against the corporation. During the pendency of the said civil case, Esteban co, representing the corporation as its new vice-president filed an estafe case against Lao. Without awaiting the termination of the criminal case, Lao lodged a complaint for malicious prosecution. The court ruled in favor of Lao declaring that the estafa case was filed without probable cause and with malice and orders the corporation and Esteban Co to jointly and severally pay the Laos.
ISSUE: Can petitioner Co be held solidarily liable with the Corporation for whatever damages would be imposed upon them?
HELD: NO. A perusal of Lao’s affidavit-complaint reveals that at the time he filed the same petitioner Co was the vice-president of the Corporation. As a corporate officer, his power to bind the Corporation as its agent must be sought from statute, charter, by-laws, a delegation of authority to a corporate officer, or from the acts of the board of directors formally expressed or implied from a habit or custom of doing business. In this case, no such sources of petitioner’s authority from which to deduce whether or not he was acting beyond the scope of his responsibilities as corporate vice-president are mentioned, much less proven. It is thus logical to conclude that the board of directors or by-laws of the corporation vested petitioner Co with certain executive duties one of which is a case for the Corporation.
That petitioner Co was authorized to institute the estafa case is buttressed by the fact that the Corporation failed to make an issue out of his authority to file the case. Upon well-established principles of pleading, lack of authority of an officer of a corporation to bind it by contract executed by him in its name, is a defense which should have been specially pleaded by the corporation. The Corporation’s failure to interpose such a defense could only mean that the filing of the affidavit-complaint by petitioner Co was with the consent and authority of the Corporation. In the same vein, petitioner Co may not be held personally liable for acts performed in pursuance of an authority and therefore, holding him solidarily liable with the Corporation for the damages awarded to respondent Lao does accord with law and jurisprudence.
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