Case Digest (A.M. No. P-17-3652)
Facts:
On May 17, 1948, Acoje Mining Company, Inc. requested the Director of Posts to open a post, telegraph and money order office at its mining camp in Sta. Cruz, Zambales; the Director required the company to furnish quarters, equipment, assign a responsible employee as postmaster, and to assume responsibility for pecuniary losses caused by that employee. The company’s board adopted a resolution accepting the condition, the branch opened on October 13, 1949 with Hilario M. Sanchez, an employee of the company, as postmaster, and after Sanchez’s disappearance in May 1954 a shortage of P13,867.24 was found; the Republic sued on September 10, 1954, the Court of First Instance awarded P9,515.25, and the company appealed.Issues:
- Was the board resolution of Acoje Mining Company, Inc. *ultra vires* and therefore unenforceable against the Republic?
- Was the company’s liability under the resolution merely that of a guarantor rat
Case Digest (A.M. No. P-17-3652)
Facts:
- Parties and capacities
- Republic of the Philippines, Plaintiff and Appellee.
- Acoje Mining Company, Inc., Defendant and Appellant.
- Request to open post office and governmental conditions
- On May 17, 1948, Acoje Mining Company, Inc. wrote the Director of Posts requesting the opening of a post, telegraph and money order offices at its mining camp at Sta. Cruz, Zambales to service its employees and their families.
- The Director of Posts replied that he would agree to establish the requested offices if, aside from free quarters, the company would provide all essential equipment and assign a responsible employee to perform the duties of postmaster without compensation until funds therefor might be available.
- Further governmental policy and suggested corporate resolution
- On April 1, 1949, the Director of Posts wrote that "In cases where a post office will be opened under circumstances similar to the present, it is the policy of this office to have the company assume direct responsibility for whatever pecuniary loss may be suffered by the Bureau of Posts by reason of any act of dishonesty, carelessness or negligence on the part of the employee of the company who is assigned to take charge of the post office," and suggested adoption of a board resolution expressing conformity.
- Corporate resolution and establishment of branch
- On September 2, 1949, the company informed the Director that its board had passed a resolution: "That the requirement of the Bureau of Posts that the Company should accept full responsibility for all cash received by the Postmaster, be complied with, and that a copy of this resolution be forwarded to the Bureau of Posts."
- The post office branch was opened on October 13, 1949 with Hilario M. Sanchez, an employee of the company, as postmaster.
- The record also reflects reference to a board resolution dated August 31, 1949 as the operative resolution relied upon by plaintiff.
- Disappearance of postmaster, audit, and claimed shortage
- On May 11, 1954, the postmaster went on a three-day leave and never returned.
- The company informed Manila post office officials and the provincial auditor of Zambales; an audit disclosed a shortage totaling P13,867.24 in the accounts of the postmaster.
- Administrative demands and commencement of suit
- Several demands were made on the company for payment pursuant to the assumed liability; those demands failed.
- On September 10, 1954, the...(Subscriber-Only)
Issues:
- Validity of the corporate resolution as *ultra vires*
- Whether the board resolution by Acoje Mining Company, Inc. accepting responsibility for cash received by the postmaster was *ultra vires* and therefore unenforceable against the company.
- Nature of the company's liability under the resolution
- Whether the liability assumed by the company under the resolution was only that of a guarantor, enforceable only after exhaustion of the principal's assets, or whether the company became a principal liable for the shortage.
- Sufficiency of evidence for claimed shortage
- Whether the amount claimed by Republic of the Philippines (P13,867.24) was supported by the office records and evidence,...(Subscriber-Only)
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)