GR L 25172; (May, 1974) (Digest)
G.R. No. L-25172. May 24, 1974. LUIS MA. ARANETA, petitioner, vs. ANTONIO R. DE JOYA, respondent.
FACTS
Antonio R. de Joya, General Manager of Ace Advertising Agency, Inc., sent employee Ricardo Taylor to the United States for television studies in September 1953 without prior formal board authorization. He assured director J. Antonio Araneta that company funds would not be used. However, Ace Advertising subsequently disbursed P5,043.20 for Taylor’s travel and studies, and Taylor continued receiving his salary abroad through semi-monthly payroll checks. Luis Ma. Araneta, a company vice-president and director, signed three of these payroll checks in November and December 1953. Other checks were signed by respondent de Joya or by Treasurer Vicente Araneta, who also provided funds for part of Taylor’s trip.
Ace Advertising sued de Joya for recovery of the unauthorized disbursements. De Joya filed a third-party complaint against Vicente Araneta, Luis Ma. Araneta, and Taylor. The trial court held de Joya solely liable and dismissed the third-party complaint. The Court of Appeals affirmed de Joya’s liability to the corporation but reversed the dismissal, finding that Vicente and Luis Araneta, by their acts of signing checks and showing interest in the trip, were jointly informed and approving participants in the unauthorized expenditure of corporate funds.
ISSUE
Whether petitioner Luis Ma. Araneta is solidarily liable with respondent de Joya for the unauthorized corporate disbursements under the principles of quasi-delict.
RULING
Yes. The Supreme Court affirmed the Court of Appeals’ decision holding Araneta jointly liable. The legal logic rests on the application of quasi-delict under Article 2194 of the Civil Code, which establishes solidary liability among joint tortfeasors. The Court found that Araneta’s actions constituted a quasi-delict against the corporation. As a corporate officer, he had a duty to safeguard company funds. His signing of three payroll checks containing Taylor’s salary while Taylor was abroad on an unauthorized trip, coupled with his complete passivity and failure to refute the allegations or testify on his claimed good faith, demonstrated neglect of his duties. This neglect facilitated the unauthorized disbursements, causing damage to the corporation.
The Court rejected Araneta’s defense that he signed in good faith, as he presented no evidence to substantiate this claim. It also dismissed the notion that his contractual relationship with the corporation barred tort liability, reiterating settled doctrine that the existence of a contract does not preclude the commission of a tort. Since the acts of de Joya, Vicente Araneta, and Luis Araneta collectively enabled the unauthorized expenditures, they were joint tortfeasors. Consequently, de Joya, having been initially sued and found liable, was entitled to seek contribution from his co-participants. The Court thus upheld the appellate court’s order for Luis Ma. Araneta to indemnify de Joya for one-third of the amount de Joya was ordered to pay the corporation.