G.R. No. L-49834 - Soriano vs. Court of Appeals

The petitioners are Paulino Soriano, Nenita C. Esperanza, and Alejandro G. Macadandang, who signed a receipt on behalf of Bacarra (I.N.) FaCoMa, Inc., a farmers’ cooperative marketing association.
The private respondent is Gervacio Cu, a non-member and a Chinese national who entered into a transaction with the association for a consigned shipment of Virginia tobacco.
Additional parties include Bienvenido E. Acosta and Erlinda V. Acosta, whose actions later became central to the controversy over the diversion of tobacco.

On August 10, 1964, a receipt was executed wherein the petitioners, in their respective capacities as President, Secretary-Treasurer, and Manager of Bacarra (I.N.) FaCoMa, Inc., acknowledged the receipt of 160 bales of Virginia tobacco.
The document detailed the conditions of the consignment, including payment expectations by the Philippine Virginia Tobacco Administration and specific instructions for cashing the check only in the presence of the private respondent or his representative.
The receipt notably employed the designation “Association” in its wording, thereby raising issues on whether the transaction was entered into in a personal or corporate capacity.

A conflict arose when the private respondent was not paid for the tobacco delivered, prompting him to file a complaint on January 31, 1969, seeking collection of money from all signatories of the receipt.
During trial, evidence emerged, particularly the testimony of Rafael Ayson (the truck driver), that one of the defendants, Bienvenido E. Acosta, had diverted the tobacco to another redrying plant.
The petitioners claimed they neither authorized nor had knowledge of Acosta’s diversion and subsequently moved on January 8, 1971, to file a cross-claim against Bienvenido E. Acosta and Erlinda V. Acosta.

The trial court, after considering the evidence and denying the petitioners’ motion to assert their cross-claim (deeming it more a defense than a claim of legal liability), ruled in favor of the private respondent.
The trial court ordered the petitioners to pay sums covering the principal claim, attorney’s fees, and other related expenses on a joint and several (solidary) basis.
On April 4, 1978, the Court of Appeals affirmed the trial court’s decision in toto, downplaying the significance of the petitioners’ corporate designations and their claim that the transaction was executed in their official capacities.

The petitioners argued that the controversial transaction was undertaken as officers of Bacarra (I.N.) FaCoMa, Inc., thereby binding the corporate entity and not their personal assets.
They maintained that, even if their liability were personal, it should be joint and not solidary.
They further contended that the unauthorized act of Bienvenido E. Acosta should render him solely responsible for the resultant loss.
There was also a grievance regarding the courts’ failure to properly consider and give due course to their cross-claim against the Acosta spouses.

Whether the petitioners entered into the transaction and executed the receipt in their personal capacity or as authorized officers of Bacarra (I.N.) FaCoMa, Inc.
Whether the designation “Association” in the controversial receipt sufficiently indicates that the transaction was corporate in nature.

Whether the lower courts erred in imposing joint and several (solidary) liability upon the petitioners.
Whether it would have been more appropriate to bind the petitioners to a joint liability if their liability were personal at all.

Whether the trial court erred in refusing to entertain the petitioners’ cross-claim against co-defendant Bienvenido E. Acosta and, by extension, against Erlinda V. Acosta.
Whether the improper handling of the cross-claim affected the overall determination of liability.

Whether the petitioners failed to present evidence of separate corporate authorization to bind Bacarra (I.N.) FaCoMa, Inc. to the contract.
Whether the internal practice of the corporation, including the composition of its Board of Directors, obviated the need for an additional resolution authorizing the transaction.