Premium Marble Resources v. CA and International Corporate Bank (G.R. No. 96551)

Facts:

Premium Marble Resources, assisted by Atty. Dumadag as counsel, filed an action for damages against respondent bank on the ground that the latter allowed the checks issued to petitioner to be deposited to the account of the former officer of Premium and that respondent bank refused to restitute the value of the checks to the prejudice of Premium. Meantime, the same corporation Premium but this time represented by Siguion Reyna, Montecillo and Ongsiako Law Office as counsel, moved to dismiss on the ground that the filing of the case was without authority from its duly constituted board of directors. Premium thru Atty. Dumadag opposed contending that based on the Articles of Incorporation the persons who signed the board resolution are not majority stockholders. On the other hand, Siguion Reyna law firm asserted that it is the general information sheet filed with the SEC that is the best evidence to show who the stockholders of a corporation are. The lower court and CA both ruled to dismiss the case.

Issue:

Whether or not the filing of the case for damages against private respondent was authorized by a duly constituted Board of Directors of the petitioner corporation.

Ruling: NO.

While the Minutes of the Meeting of the Board on April 1, 1982 states that the newly elected officers for the year 1982 were Oscar Gan, Mario Zavalla, Aderito Yujuico and Rodolfo Millare, petitioner failed to show proof that this election was reported to the SEC. In fact, the last entry in their General Information Sheet with the SEC, as of 1986 appears to be the set of officers elected in March 1981 who were Saturnino G. Belen, Jr., Alberto C. Nograles and Jose L.R. Reyes. These officers presented a Resolution dated July 30, 1986, to show that Premium did not authorize the filing in its behalf of any suit against the private respondent International Corporate Bank.

We agree with the finding of public respondent Court of Appeals, that “in the absence of /any board resolution from its board of directors the [sic] authority to act for and in behalf of the corporation, the present action must necessarily fail. The power of the corporation to sue and be sued in any court is lodged with the board of directors that exercises its corporate powers. The claim, therefore, of petitioners as represented by Atty. Dumadag, that Zaballa, et al., are the incumbent officers of Premium has not been fully substantiated. In the absence of an authority from the board of directors, no person, not even the officers of the corporation, can validly bind the corporation.

By the express mandate of the Corporation Code (Section 26), all corporations duly organized pursuant thereto are required to submit within the period therein stated (30 days) to the Securities and Exchange Commission the names, nationalities and residences of the directors, trustees and officers elected.

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