GR L 61549; (May, 1985) (Digest)
G.R. No. L-61549. May 27, 1985.
FRANCISCO DE ASIS & CO., INC., FRANCISCO DE ASIS and LEOCADIO DE ASIS, petitioners, vs. THE COURT OF APPEALS, and MERCEDES PRIETO DELGADO, respondents.
FACTS
Petitioner Francisco de Asis, president of the stock brokerage firm Francisco de Asis & Co., Inc., approached private respondent Mercedes Prieto Delgado in June 1970 to secure a loan of P200,000.00 to address the corporation’s cash flow problems. Delgado, relying on their friendship and the financial standing of Francisco’s father, Leocadio de Asis, who was jointly and severally liable for corporate liabilities under an undertaking with the Makati Stock Exchange, agreed. She obtained P100,000.00 from a finance corporation and another P100,000.00 from her brother. On July 2, 1970, she deposited the total amount into the corporation’s current account at the Bank of Asia, per Francisco de Asis’s instructions. The loan remained unpaid despite demands. Leocadio de Asis, a lawyer and nominal stockholder, argued the joint undertaking was only for liabilities to the Makati Stock Exchange, not to third parties like Delgado, and that the corporation never authorized Francisco to obtain the loan.
ISSUE
The primary issues were: (1) whether the P200,000.00 loan was a corporate obligation of Francisco de Asis & Co., Inc. or a personal loan of Francisco de Asis; and (2) whether petitioners Francisco and Leocadio de Asis were jointly and severally liable under their “Joint and Several Undertaking” for this corporate debt.
RULING
The Supreme Court affirmed the Court of Appeals, ruling the loan was a corporate obligation. The necessity for the loan was to resolve the corporation’s cash flow problems, not Francisco de Asis’s personal needs. The deposit of the funds directly into the corporation’s bank account, which the corporation subsequently retained and disbursed, unequivocally established the transaction as a corporate loan. The absence of formal loan documents did not negate its existence, given the parties’ relationship. Even assuming lack of corporate authority for Francisco to borrow, the corporation was still obligated to return the amount under Article 2154 of the Civil Code on solutio indebiti, as it received a benefit it had no right to demand.
Regarding the second issue, the Court held Francisco and Leocadio de Asis jointly and severally liable under their “Joint and Several Undertaking” (Exhibit A). The instrument expressly warranted payment of “all valid and legitimate corporate liabilities” of the corporation in connection with its Makati Stock Exchange membership. This undertaking was a mandatory requirement for exchange membership, as per its Constitution, which imposed unlimited solidary liability on major stockholders for all corporate transactions. Leocadio, a lawyer, knowingly and voluntarily executed this document and understood its legal consequences. Therefore, their liability extended to the corporate loan obtained from Delgado. The petition was dismissed for lack of merit.