GR 102417; (February, 1993) (Digest)
G.R. No. 102417 February 19, 1993
MARINE CULTURE, INC., petitioner, vs. THE HON. COURT OF APPEALS and ALFREDO CORONEL, respondents.
FACTS
Petitioner Marine Culture, Inc. hired the services of private respondent Alfredo Coronel as an agent to find a lessee for its fishpond in San Nicolas, Bulacan, for a commission of P50,000.00. The agreement was signed by Danilo Tobias, the corporation’s General Manager, on August 21, 1984. Through Coronel’s efforts, the fishpond was leased to Rufino Reyes and Victorino Ramos. Marine Culture paid Coronel only P1,000.00, leaving an unpaid balance of P49,000.00. Coronel filed a complaint to recover the balance, litigation expenses, and attorney’s fees. Marine Culture defended that it had no contract with Coronel, that any such contract was unenforceable under the Statute of Frauds, and that Tobias was not authorized by its board of directors to enter into the agreement. The trial court found that a board resolution dated October 29, 1979, empowered Tobias “to make the necessary action which he deems vital and important,” and that leasing the fishpond was vital and important to the corporation. It ruled in favor of Coronel. The Court of Appeals affirmed the trial court’s decision but deleted the award for litigation expenses.
ISSUE
Whether Danilo Tobias, as General Manager, had the authority to engage Alfredo Coronel as an agent for a commission to find a lessee for the corporation’s fishpond.
RULING
Yes. The Supreme Court denied the petition and affirmed the decision of the Court of Appeals. The board resolution of October 29, 1979, which empowered Tobias to take necessary actions he deemed vital and important, was sufficient authority for him to bind the corporation in the agreement with Coronel, as leasing the fishpond for a substantial sum was a vital and important corporate matter. Furthermore, the issue of requiring a special power of attorney under the Civil Code was raised for the first time on appeal and could not be considered. The corporation also benefited from Coronel’s services by successfully leasing the fishpond, and it would be unjustly enriched if it did not pay the agreed commission.