GR 150350; (August, 2006) (Digest)
G.R. No. 150350 August 22, 2006
KOJI YASUMA, Petitioner, vs. HEIRS OF CECILIO S. DE VILLA and EAST CORDILLERA MINING CORPORATION, Respondents.
FACTS
Cecilio S. de Villa, president of East Cordillera Mining Corporation, obtained three loans totaling P1.3 million from Koji Yasuma, evidenced by promissory notes signed by de Villa as borrower. The loans were secured by real estate mortgages on a property owned by the corporation, with the mortgage deeds signed by de Villa as corporate president. Upon de Villa’s failure to pay, Yasuma filed a collection suit. After procedural delays and de Villa’s death, the Regional Trial Court ruled in favor of Yasuma against the corporation but dismissed the case against de Villa’s heirs. The Court of Appeals reversed this decision, holding the loan was personal to de Villa and the mortgage void for lack of corporate authority.
ISSUE
The primary issues were whether the loans constituted a corporate debt binding East Cordillera Mining Corporation and whether the real estate mortgage on corporate property was valid.
RULING
The Supreme Court denied the petition and affirmed the Court of Appeals. The loans were personal obligations of Cecilio de Villa, not corporate debts. The promissory notes were signed by de Villa solely as “borrower” with no indication he was acting for the corporation. A corporation’s power to borrow money and mortgage its assets must be exercised by its board of directors or through a specially authorized agent under a power of attorney. No such board resolution or special power of attorney was presented to prove de Villa had authority to bind the corporation. While the corporation admitted receiving the P1.3 million, this did not constitute ratification of an unauthorized act. Ratification requires clear evidence that the principal, with full knowledge of the facts, voluntarily adopted the act. The corporation’s receipt of the funds, characterized in its pleadings as an investment for a failed mining project, did not demonstrate a conscious intent to adopt the loan contracts or the mortgage. Consequently, the real estate mortgage was null and void for lack of authority. The claim against de Villa’s estate was also correctly dismissed, as no claim was filed in the estate proceedings within the time required by the Rules of Court.