This case has been cited 9 times or more.
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2016-01-11 |
LEONEN, J. |
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| Hence, without delegation by the board of directors or trustees, acts of a person—including those of the corporation's directors, trustees, shareholders, or officers—executed on behalf of the corporation are generally not binding on the corporation.[114] | |||||
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2009-03-23 |
CARPIO MORALES, J. |
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| The general rule remains that, in the absence of authority from the board of directors, no person, not even its officers, can validly bind a corporation.[21] If a corporation, however, consciously lets one of its officers, or any other agent, to act within the scope of an apparent authority, it will be estopped from denying such officer's authority.[22] | |||||
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2008-02-13 |
VELASCO JR., J. |
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| The CA found no sufficient proof to show that Concepcion was duly authorized by the Board of Directors of petitioner. The appellate court anchored its disposition on our ruling in Premium Marble Resources, Inc. v. Court of Appeals (Premium), that "[i]n the absence of an authority from the Board of Directors, no person, not even the officers of the corporation, can validly bind the corporation."[8] | |||||
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2007-10-04 |
CHICO-NAZARIO, J. |
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| The power of the corporation to sue and be sued in any court is lodged with the Board of Directors that exercises its corporate powers.[12] How then could the RBAP, through its Board of Directors, validly authorize the filing of the present petition when the very same Board that granted the authority on its behalf is enjoined by a competent court from acting as such? There can be no logical answer to this question. | |||||
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2007-07-04 |
CARPIO MORALES, J. |
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| By respondent's claim, petitioner's General Manager, Engineer Armando H. Paredes, who filed the present petition and signed the accompanying verification and certification of non-forum shopping, was not specifically authorized for that purpose. Respondent cites Premium Marble Resources v. Court of Appeals[6] where this Court held that, in the absence of a board resolution authorizing a person to act for and in behalf of a corporation, the action filed in its behalf must fail since "the power of the corporation to sue and be sued in any court is lodged with the board of directors that exercises its corporate powers." | |||||
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2006-08-04 |
GARCIA, J. |
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| In Premium Marble Resources, Inc. v. Court of Appeals,[10] we made it clear that in the absence of an authority from the board of directors, no person, not even the officers of the corporation, can validly bind the latter:We agree with the finding of public respondent Court of Appeals, that "in the absence of any board resolution from its board of directors the [sic] authority to act for and in behalf of the corporation, the present action must necessary fail. The power of the corporation to sue and be sued in any court is lodged with the board of directors that exercises its corporate powers. Thus, the issue of authority and the invalidity of plaintiff-appellant's subscription which is still pending, is a matter that is also addressed, considering the premises, to the sound judgment of the Securities and Exchange Commission." | |||||
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2004-07-08 |
YNARES-SANTIAGO, J. |
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| In Premium Marble Resources, Inc. v. Court of Appeals,[22] the Court was confronted with the similar issue of capacity to sue of the officers of the corporation who filed a complaint for damages. In the said case, we sustained the dismissal of the complaint because it was not established that the Members of the Board who authorized the filing of the complaint were the lawfully elected officers of the corporation. Thus The only issue in this case is whether or not the filing of the case for damages against private respondent was authorized by a duly constituted Board of Directors of the petitioner corporation. | |||||
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2002-07-11 |
BELLOSILLO, J. |
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| petitioner executed the purported directive. Clearly, this is irregular since under Sec. 4, par. 10, in relation to par. 7,[13] RA 1161 as amended by RA 8282 (The Social Security Act of 1997, which was already effective[14] when the instant petition was filed), it is the SSC as a collegiate body which has the power to approve, confirm, pass upon or review the action of the SSS to sue in court. Moreover, the appearance of the internal legal staff of the SSS as counsel in the present proceedings is similarly questionable because under both RA 1161 and RA 8282 it is the Department of Justice (DoJ) that has the authority to act as counsel of the SSS.[15] It is well settled that the legality of the representation of an unauthorized counsel may be raised at any stage of the proceedings[16] and that such illicit representation produces no legal effect.[17] Since nothing in the case at bar shows that the approval or ratification of the SSC has been undertaken in the manner prescribed by law and that the DoJ has not delegated the authority to act as counsel and appear herein, the instant petition must necessarily fail. These procedural deficiencies are serious matters which this Court cannot take lightly and simply ignore since the SSS is in reality confessing judgment to charge expenditure against the trust fund under its custodianship. In Premium Marble Resources v. Court of Appeals[18] we held that no person, not even its officers, could validly sue in behalf of a corporation in the absence of any resolution from the governing body | |||||