Case Digest (G.R. No. 159624)
Facts:
- Cebu Mactan Members Center, Inc. (CMMCI) is the petitioner; Masahiro Tsukahara is the respondent.
- In February 1994, CMMCI, represented by President Mitsumasa Sugimoto, secured a loan of P6,500,000 from Tsukahara.
- CMMCI issued seven postdated checks totaling the loan amount.
- On April 13, 1994, CMMCI obtained an additional loan of P10,000,000 from Tsukahara, with Sugimoto signing a promissory note.
- The promissory note required payment by August 30, 1996, with an interest rate of 18% per annum.
- The checks were dishonored upon presentation for payment.
- Tsukahara filed a case for collection against CMMCI and Sugimoto after unsuccessful attempts to collect the total loan amount of P16,500,000.
- CMMCI denied borrowing, claiming the loans were personal to Sugimoto and required a board resolution for corporate borrowing.
- The Regional Trial Court ruled in favor of Tsukahara, which was affirmed by the Court of Appeals.
Issue:
- (Unlock)
Ruling:
- The Supreme Court denied the petition and affirmed the Court of Appeals' decision, holding CMMCI liable for the...(Unlock)
Ratio:
- A corporation acts through its board of directors, which has the authority to manage corporate affairs.
- Generally, individuals, including corporate officers, cannot bind the corporation without explicit authority from the board.
- The corporate by-laws of CMMCI granted the President the power to borrow money and execute contracts.
- Requiring a board resolution in additi...continue reading
Case Digest (G.R. No. 159624)
Facts:
The case involves Cebu Mactan Members Center, Inc. (CMMCI) as the petitioner and Masahiro Tsukahara as the respondent. In February 1994, CMMCI, represented by its President and Chairman of the Board, Mitsumasa Sugimoto, secured a loan of P6,500,000 from Tsukahara. To facilitate this loan, CMMCI issued seven postdated checks totaling the loan amount, with specific dates and amounts for each check. Subsequently, on April 13, 1994, CMMCI obtained an additional loan of P10,000,000 from Tsukahara, for which Sugimoto signed a promissory note both in his capacity as CMMCI's President and personally. The promissory note stipulated that the amount was to be paid by August 30, 1996, with an interest rate of 18% per annum. Upon the maturity of the checks, they were presented for payment but were dishonored by the drawee bank, PNB. After multiple unsuccessful attempts to collect the total loan amount of P16,500,000, Tsukahara initiated a case for the collection of the sum against both CMMCI and Sugimoto. Tsukahara claimed that the funds were utilized for the improvement of CMMCI's beach resort. In contrast, CMMCI denied borrowing the amount, asserting that the loans were personal to Sugimoto and contending that any corporate borrowing should have been supported by a board resolutio...