GR 162270; (April, 2005) (Digest)
G.R. No. 162270. April 06, 2005
ABACUS REAL ESTATE DEVELOPMENT CENTER, INC., Petitioner, vs. THE MANILA BANKING CORPORATION, Respondent.
FACTS
Respondent Manila Banking Corporation (Manila Bank) owned a parcel of land and an unfinished building in Makati. Due to financial difficulties, the Central Bank ordered its closure and placed it under receivership in 1987. In 1989, the bank’s then-acting president, Vicente G. Puyat, granted an “exclusive option to purchase” the property to a group of investors for ₱150 million. Due to litigation over the bank’s closure, a tripartite arrangement was made: Manila Bank leased the property to its subsidiary MEQCO, which then subleased it to petitioner Abacus Real Estate Development Center, Inc., a corporation formed by the investor group. The investors later assigned their rights, including the option, to Benjamin Bitanga, who alleged that the bank’s Receiver, Atty. Renan Santos, verbally approved the assignment. In 1994, Abacus sought to exercise the option, but Manila Bank refused.
ISSUE
Whether the “exclusive option to purchase” granted by the bank’s acting president and allegedly approved by the Receiver is valid and binding upon Manila Bank, thereby compelling it to sell the property to Abacus.
RULING
No. The Supreme Court affirmed the Court of Appeals’ decision denying the petition. The option is not binding on Manila Bank. First, the acting president, Vicente G. Puyat, had no authority to grant the option. An option to purchase involves a disposition of corporate property, which is not an act of ordinary administration but a power typically reserved to the board of directors. Puyat’s unilateral act, without board approval, could not bind the bank. Second, the alleged verbal approval by the Receiver, Atty. Renan Santos, was invalid. Under the applicable Central Bank Act (R.A. No. 265), a receiver’s powers are limited to administering the bank’s assets for the benefit of its creditors. The law explicitly forbids the receiver from committing any act involving the transfer or disposition of any asset without the necessary approvals. Granting or ratifying an option to purchase is a act of ownership and disposition, not mere administration, and was therefore beyond the Receiver’s authority. Consequently, the option was void for lack of proper authorization from the bank’s board and from a receiver acting within his statutory limits. Manila Bank cannot be compelled to sell the property under its terms.