Case Digest (G.R. No. 35961)
Facts:
Romana Miranda, in her capacity as Judicial Administratrix of the Intestate Estate of Alberto Miranda v. The Tarlac Rice Mill Co., Inc., G.R. No. 35961, December 02, 1932, the Supreme Court En Banc, Vickers, J., writing for the Court. Plaintiff-appellant Romana Miranda sued as judicial administratrix of her deceased father, Alberto Miranda, against The Tarlac Rice Mill Co., Inc. (defendant-appellee) to recover P10,000 allegedly advanced by her father in connection with his subscription to the defendant corporation's capital stock. The case below was tried before Judge A. M. Recto of the Court of First Instance of Tarlac, who dismissed the complaint; the plaintiff appealed to the Supreme Court.The trial was conducted largely on an agreed statement of facts and documentary exhibits. On June 8, 1926 Alberto Miranda executed a subscription contract (Exhibit A) for 100 shares at P100 par, payable in specified instalments totaling P10,000 on fixed dates (P1,000 by Sept. 21, 1926; P2,000 by Jan. 21, 1927; etc.). On July 10, 1926 Miranda executed a power of attorney (Exhibit B) authorizing certain officers of the yet-to-be-organized corporation, jointly with C. M. Dizon, to "transfer, mortgage, convey or confirm" his described land to obtain credit not to exceed P10,000 "in accordance with the subscription contract" and "to increase the capital of the said Tarlac Rice Mill Company, Inc."
Acting on behalf of the corporation and Miranda, the president, vice-president and C. M. Dizon borrowed P10,000 from Mariano Tablante on February 19, 1927, secured by a mortgage of Miranda's land (Exhibits C and C‑1); the corporation retained the proceeds. The note bore 12% interest and a 25% penalty clause for collection expenses; guarantors included Marcos Puno, Evaristo Magbag, and Dizon & Co., Inc. When the note matured Miranda arranged an extension and ultimately on July 19, 1929 sold the land under pacto de retro to Vicente Panlilio for P10,000 and satisfied Tablante. Miranda died May 24, 1930; the complaint was filed September 2, 1930.
It was agreed that the defendant corporation ceased business in 1928, the other subscribers had not paid their subscriptions, and the corporation had not taken steps to compel their payment. No fraud was alleged; the appellant's chief contention was that the officers exceeded t...(Pro-only)
Issues:
- Did the officers of the Tarlac Rice Mill Co., Inc., acting under the power of attorney (Exhibit B), exceed their authority in mortgaging Alberto Miranda's land on February 19, 1927 for P10,000 when only P3,000 was then due under the subscription agreement (Exhibit A)?
- Do the corporation's cessation of business and its failure to compel other shareholders to pay their subscriptions entitle the administratrix to recover from the corporation the P10,0...(Pro-only)
Ruling:
- (Pro-only)
Ratio:
- (Pro-only)
Doctrine:
- (Pro-only)