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KOJI YASUMA v. HEIRS OF CECILIO S. DE VILLA

This case has been cited 5 times or more.

	GR No. 194964-65 2016-01-11	UNIVERSITY OF MINDANAO v. BANGKO SENTRAL PILIPINAS LEONEN, J.
Ratification is a voluntary and deliberate confirmation or adoption of a previous unauthorized act.[126] It converts the unauthorized act of an agent into an act of the principal.[127] It cures the lack of consent at the time of the execution of the contract entered into by the representative, making the contract valid and enforceable.[128] It is, in essence, consent belatedly given through express or implied acts that are deemed a confirmation or waiver of the right to impugn the unauthorized act.[129] Ratification has the effect of placing the principal in a position as if he or she signed the original contract. In Board of Liquidators v. Heirs ofM. Kalaw, et al.:[130]
	GR No. 194964-65 2016-01-11	UNIVERSITY OF MINDANAO v. BANGKO SENTRAL PILIPINAS LEONEN, J.
Implied ratification may take the form of silence, acquiescence, acts consistent with approval of the act,, or acceptance or retention of benefits.[132] However, silence, acquiescence, retention of benefits, and acts that may be interpreted as approval of the act do not by themselves constitute implied ratification. For an act to constitute an implied ratification, there must be no acceptable explanation for the act-other than that there is an intention to adopt the act as his or her own.[133] "[It] cannot be inferred from acts that a principal has a right to do independently of the unauthorized act of the agent."[134]
	GR No. 194964-65 2016-01-11	UNIVERSITY OF MINDANAO v. BANGKO SENTRAL PILIPINAS LEONEN, J.
Ratification must be knowingly and voluntarily done.[135] Petitioner's lack of knowledge about the mortgage executed in its name precludes an interpretation that there was any ratification on its part.
	GR No. 154291 2014-11-12	LOPEZ REALTY v. SPS. REYNALDO TANJANGCO AND MARIA LUISA ARGUELLES-TANJANGCO REYES, J.
However, the actions taken in such a meeting by the directors or trustees may be ratified expressly or impliedly. "Ratification means that the principal voluntarily adopts, confirms and gives sanction to some unauthorized act of its agent on its behalf. It is this voluntary choice, knowingly made, which amounts to a ratification of what was theretofore unauthorized and becomes the authorized act of the party so making the ratification. The substance of the doctrine is confirmation after conduct, amounting to a substitute for a prior authority. Ratification can be made either expressly or impliedly. Implied ratification may take various forms like silence or acquiescence, acts showing approval or adoption of the act, or acceptance and retention of benefits flowing therefrom."[39]
	GR No. 187769 2014-06-04	ALVIN PATRIMONIO v. NAPOLEON GUTIERREZ BRION, J.
In the absence of any authorization, Gutierrez could not enter into a contract of loan in behalf of the petitioner. As held in Yasuma v. Heirs of De Villa,[9] involving a loan contracted by de Villa secured by real estate mortgages in the name of East Cordillera Mining Corporation, in the absence of an SPA conferring authority on de Villa, there is no basis to hold the corporation liable, to wit: The power to borrow money is one of those cases where corporate officers as agents of the corporation need a special power of attorney. In the case at bar, no special power of attorney conferring authority on de Villa was ever presented. x x x There was no showing that respondent corporation ever authorized de Villa to obtain the loans on its behalf.