RURAL BANK OF MILAOR v. OCFEMIA
G.R. No. 137686; February 8, 2000
Ponente: J. Vitug
FACTS:
The evidence presented by the respondents through the testimony of Marife O. Niño, shows that she is the daughter of Francisca Ocfemia and the late Renato Ocfemia who died on July 23, 1994. The parents of her father, Renato Ocfemia, were Juanita Arellano Ocfemia and Felicisimo Ocfemia.
Marife O. Niño knows the five (5) parcels of land which are located in Bombon, Camarines Sur and that they are the ones possessing them which were originally owned by her grandparents. During the lifetime of her grandparents, respondents mortgaged the said five (5) parcels of land and two (2) others to the Rural Bank of Milaor.
The spouses Felicisimo Ocfemia and Juanita Arellano Ocfemia were not able to redeem the mortgaged properties consisting of 7 parcels of land and so the mortgage was foreclosed and thereafter ownership thereof was transferred to the bank. Out of the 7 parcels that were foreclosed, 5 of them are in the possession of the respondents because these 5 parcels of land were sold by the bank to the parents of Marife O. Niño as evidenced by a Deed of Sale executed in January 1988.
The aforementioned 5 parcels of land subject of the deed of sale, have not been, however transferred in the name of the parents of Merife O. Niño after they were sold to her parents by the bank because according to the Assessor's Office the five (5) parcels of land, subject of the sale, cannot be transferred in the name of the buyers as there is a need to have the document of sale registered with the Register of Deeds of Camarines Sur.
In view of the foregoing, Marife O. Niño went to the Register of Deeds of Camarines Sur with the Deed of Sale in order to have the same registered. The Register of Deeds, however, informed her that the document of sale cannot be registered without a board resolution of the Bank. Marife Niño then went to the bank, showed to it the Deed of Sale, the tax declaration and receipt of tax payments and requested the bank for a board resolution so that the property can be transferred to the name of Renato Ocfemia the husband of petitioner Francisca Ocfemia and the father of the other respondents having died already.
Despite several requests, the bank refused her request for a board resolution and made many alibis. She was told that the bank had a new manager and it had no record of the sale.
ISSUE:
Whether the board of directors of a rural banking corporation be compelled to confirm a deed of absolute sale of real property which deed of sale was executed by the bank manager without prior authority of the board of directors of the rural banking corporation
HELD:
Yes, the board of directors can be compelled to confirm a deed of absolute sale even though the bank manager executed such deed without prior authority from the banking corporation.
The Supreme Court ruled that the bank acknowledged, by its own acts or failure to act, the authority of the manager to enter into binding contracts. After the execution of the Deed of Sale, respondents occupied the properties in dispute and paid the real estate taxes due thereon. If the bank management believed that it had title to the property, it should have taken some measures to prevent the infringement or invasion of its title thereto and possession thereof.
In this light, the bank is estopped from questioning the authority of the bank manager to enter into the contract of sale. If a corporation knowingly permits one of its officers or any other agent to act within the scope of an apparent authority, it holds the agent out to the public as possessing the power to do those acts; thus, the corporation will, as against anyone who has in good faith dealt with it through such agent, be estopped from denying the agent's authority.
Unquestionably, petitioner has authorized Tena to enter into the Deed of Sale. Accordingly, it has a clear legal duty to issue the board resolution sought by respondents. Having authorized her to sell the property, it behooves the bank to confirm the Deed of Sale so that the buyers may enjoy its full use.
The evidence presented by the respondents through the testimony of Marife O. Niño, shows that she is the daughter of Francisca Ocfemia and the late Renato Ocfemia who died on July 23, 1994. The parents of her father, Renato Ocfemia, were Juanita Arellano Ocfemia and Felicisimo Ocfemia.
Marife O. Niño knows the five (5) parcels of land which are located in Bombon, Camarines Sur and that they are the ones possessing them which were originally owned by her grandparents. During the lifetime of her grandparents, respondents mortgaged the said five (5) parcels of land and two (2) others to the Rural Bank of Milaor.
The spouses Felicisimo Ocfemia and Juanita Arellano Ocfemia were not able to redeem the mortgaged properties consisting of 7 parcels of land and so the mortgage was foreclosed and thereafter ownership thereof was transferred to the bank. Out of the 7 parcels that were foreclosed, 5 of them are in the possession of the respondents because these 5 parcels of land were sold by the bank to the parents of Marife O. Niño as evidenced by a Deed of Sale executed in January 1988.
The aforementioned 5 parcels of land subject of the deed of sale, have not been, however transferred in the name of the parents of Merife O. Niño after they were sold to her parents by the bank because according to the Assessor's Office the five (5) parcels of land, subject of the sale, cannot be transferred in the name of the buyers as there is a need to have the document of sale registered with the Register of Deeds of Camarines Sur.
In view of the foregoing, Marife O. Niño went to the Register of Deeds of Camarines Sur with the Deed of Sale in order to have the same registered. The Register of Deeds, however, informed her that the document of sale cannot be registered without a board resolution of the Bank. Marife Niño then went to the bank, showed to it the Deed of Sale, the tax declaration and receipt of tax payments and requested the bank for a board resolution so that the property can be transferred to the name of Renato Ocfemia the husband of petitioner Francisca Ocfemia and the father of the other respondents having died already.
Despite several requests, the bank refused her request for a board resolution and made many alibis. She was told that the bank had a new manager and it had no record of the sale.
ISSUE:
Whether the board of directors of a rural banking corporation be compelled to confirm a deed of absolute sale of real property which deed of sale was executed by the bank manager without prior authority of the board of directors of the rural banking corporation
HELD:
Yes, the board of directors can be compelled to confirm a deed of absolute sale even though the bank manager executed such deed without prior authority from the banking corporation.
The Supreme Court ruled that the bank acknowledged, by its own acts or failure to act, the authority of the manager to enter into binding contracts. After the execution of the Deed of Sale, respondents occupied the properties in dispute and paid the real estate taxes due thereon. If the bank management believed that it had title to the property, it should have taken some measures to prevent the infringement or invasion of its title thereto and possession thereof.
In this light, the bank is estopped from questioning the authority of the bank manager to enter into the contract of sale. If a corporation knowingly permits one of its officers or any other agent to act within the scope of an apparent authority, it holds the agent out to the public as possessing the power to do those acts; thus, the corporation will, as against anyone who has in good faith dealt with it through such agent, be estopped from denying the agent's authority.
Unquestionably, petitioner has authorized Tena to enter into the Deed of Sale. Accordingly, it has a clear legal duty to issue the board resolution sought by respondents. Having authorized her to sell the property, it behooves the bank to confirm the Deed of Sale so that the buyers may enjoy its full use.
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