Francisco De Asis & Co Inc. vs Court of Appeals
G.R. No. L-61549 May 27, 1985
Facts: Defendant Francisco de Asis & Co., Inc. was organized sometime in 1967 with Francisco de Asis as its president and Leocadio de Asis as one of the members of the Board of Directors, As a stock brokerage company, it did business in the Makati Stock Exchange wherein one becomes a member upon the execution of an undertaking by at least 2 members of its Board of Directors who own 95% of the stocks to answer solidarily for the corporation liabilities of the member company. Leocadio de Asis and Francisco de Asis who owned 95% of the outstanding capital stock of the Francisco de Asis & Co., Inc. executed a joint and several undertaking on July 25, 1967 wherein they jointly and severally warrant the equitable payment of all valid and legitimate corporate liabilities of Francisco de Asis & Co., Inc. in connection with its membership in the Makati Stock Exchange (Exhibits A, A-1, and A-2). Sometime in June, 1970 the defendant company thru its president Francisco de Asis approached Mrs. Mercedes P. Delgado for assistance to secure a loan in the amount of P200,000.00 from the Resource & Finance Corporation. Since Francisco de Asis was a good friend and his father Leocadio de Asis was solvent and answerable in a joint and solidarily undertaking of the company, she agreed to raise the amount of P200,000.00 as requested.
Issue: Whether or not petitioner corporation should be held liable for the loan obtained by Francisco De Asis.
Held: Yes. The necessity and urgency for the loan of P200,000.00 was not to meet the personal need of Francisco de Asis as there is no showing that he was in financial difficulties but to resolve the cash flow problems of Francisco de Asis and Co., Inc. for which plaintiff-appellee deposited the amount of P200,000.00 on July 2, 1970 in the current account of defendant corporation at the Makati Branch of the Bank of Asia. Neither would the absence of the usual documents, i.e., promissory notes and/or real estate or chattel mortgages, negate the existence of the loan. Considering the relationship between the parties, being very good friends, plaintiff-appellee dispensed with the customary documentation in her desire to bail out a friend from the difficulties that his corporation is facing, 97% of the capital stock of which he owned. But the loan of P200,000.00 is not totally without any document. The deposit slip (Exhibit “B”) of the Bank of Asia showing the deposit of P200,000.00 on July 2, 1970, in Current Account No. 2-0017 of defendant corporation indicates the receipt of said amount. And the record is bereft of any evidence disclosing that said funds were used other than for corporate purposes.
The claim of the corporation that it had not authorized Francisco de Asis to obtain loan for the company from the private respondent is belied by the fact that upon deposit of the sum of P200,000.00 in its current account, it had retained and disbursed the said amount. And, assuming that it had not really authorized Francisco de Asis to borrow money from private respondent, the company is still obliged to return the same under Article 2154 of the Civil Code which provides, If something is received when there is no right to demand it, and it was unduly delivered through mistake, the obligation to return it arises.