Facts:

The case involves the petitioner, Associated Bank (now United Overseas Bank [Phils.]), and the respondents, Spouses Rafael and Monaliza Pronsstroller, with Spouses Eduardo and Ma. Pilar Vaca as intervenors. The events leading to this case began in June 1993 when the respondents requested a modification of a prior agreement regarding the payment terms for a property. The initial agreement was entered into by the bank through its representative, Atty. Jose Soluta, Jr., who was not expressly authorized by a board resolution to do so. Despite this, the bank allowed Atty. Soluta to modify the agreement, leading to the signing of a second letter-agreement. The bank's Board of Directors deferred action on the respondents' request for modification for over a year, ultimately rejecting it after the bank underwent reorganization. The respondents believed that the second letter-agreement was a response to their request. The case was previously decided by the Court of Appeals, wh...

Facts:

1. Background of the Case:
   The case involves a dispute over a property between Associated Bank (now United Overseas Bank [Phils.]) and Spouses Rafael and Monaliza Pronstroller. Spouses Eduardo and Ma. Pilar Vaca sought to intervene, claiming ownership of the subject property.

2. First Letter-Agreement:
   Petitioner Associated Bank, through Atty. Jose Soluta, Jr., entered into a letter-agreement with the respondents, Spouses Pronstroller, without a board resolution expressly authorizing him. This agreement allowed the respondents to purchase the subject property.

3. Request for Modification:
   In June 1993, respondents requested a modification of the agreement, proposing that full payment be made upon the Court's decision confirming the bank's right to the property. The bank's Board of Directors deferred action on this request for a year, eventually rejecting it after a reorganization.

4. Second Letter-Agreement:
   Atty. Soluta signed a second letter-agreement modifying the first one. Respondents believed this was the bank's response to their request for modification.

5. Failure to Deposit Payment:
   Respondents failed to deposit the full payment in escrow as required by the first agreement. However, the second agreement had already modified the payment terms, rendering the failure immaterial.

6. Intervention by Spouses Vaca:
   After the Court's July 14, 2008 Decision, Spouses Vaca filed a Motion for Leave to Intervene, claiming they were the registered owners of the property and had not been given their day in court. They also sought reimbursement from the bank.

7. Notice of Lis Pendens:
   A notice of lis pendens was annotated on the bank's title before the property was sold to Spouses Vaca. This notice bound the spouses to the outcome of the litigation.

Issue:

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Ruling:

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Ratio:

1. Apparent Authority:
   The bank, by allowing Atty. Soluta to enter into the first letter-agreement without explicit board authorization, had clothed him with apparent authority to modify the agreement. Thus, the second letter-agreement was binding on the bank.

2. Modification of Agreements:
   The second letter-agreement effectively modified the first one, rendering the respondents' failure to deposit the full payment immaterial.

3. Intervention Rules:
   Under Section 2, Rule 19 of the Rules of Court, intervention must be filed before the rendition of judgment. Spouses Vaca's motion was filed after the Court's decision, making it belated and improper.

4. Transferees Pendente Lite:
   As transferees pendente lite, Spouses Vaca stood in the shoes of the bank and were bound by the proceedings and judgment in the case. They could not intervene as they were already considered joined or substituted in the action.

5. Lis Pendens:
   The notice of lis pendens annotated on the bank's title bound Spouses Vaca to the outcome of the litigation, and their Certificate of Title provided no special protection.

6. Separate Action for Reimbursement:
   Any claim for reimbursement by Spouses Vaca must be pursued in a separate action to avoid unduly delaying the resolution of the main case.