PNB vs CA (83 SCRA 237)

PNB vs CA (83 SCRA 237) FACTS: Rita Gueco Tapnio (Rita) is indebted to PNB in the sum of P2, 000.00. To secure the loan, she mortgaged her standing crops and sugar quota allocation to the bank. A bond was also executed by Philamgen, as surety, in favor of PNB to guarantee the payment of Rita’s account with PNB. Rita and Cecilio Gueco also executed an indemnity agreement to guarantee payment of whatever amount Philamgen would pay to PNB. PNB made several demands to Rita but she failed to pay. The bank then wrote a demand letter to Philamgen which paid the full amount for Rita. Philamgen, in turn, made several demands to Rita and Cecilio but to no avail. Philamgen then filed a complaint for recovery of sum of money from Rita and Cecilio. Rita refused to pay Philamgen. She told Philamgen that she did not consider herself indebted to PNB at all. She alleged that in order to pay for her debt, she leased her sugar quota allocation for P2, 800.00 to one Jacobo Tuazon with the knowledge of the bank. But due to the obstacles placed by the Board of Directors of the bank, Tuazon was forced to rescind the lease agreement. Rita then filed a third-party complaint against PNB from whom Philamgen should recover the sums adjudged against her. She contended that due to the acts of the directors of PNB, she lost the P2, 800.00 which she should have received from Tuazon and which she could have paid to the Bank to cancel off her debts. PNB argued that being the assignee of the sugar quota, it has the right to approve or disapprove the said lease, including the right to fix a higher rental price. ISSUE: Whether or not PNB is liable for the damage caused. RULING: There is no question that Rita’s failure to utilize her sugar quota was due to the disapproval of the lease by the Board of Directors of PNB. While PNB had the authority to approve or disapprove the lease, it cannot escape its responsibility of observing that degree of care and precaution which the circumstances justly demand in approving or disapproving the loan. The law provides that every person must in the exercise of his rights and in the performance of his duties, act with justice, give everyone his due, and observe honest and good faith. For PNB’s failure to observe the reasonable care and vigilance which the surrounding circumstances impose, it is liable for the damages caused to Rita. Art. 21 of the Civil Code provides that any person who willfully causes loss or injury to another in a manner that is contrary to morals, good customs, or public policy shall compensate the latter for damages. A corporation is civilly liable in the same manner as natural persons for torts. A principal or master is liable for every tort which he expressly directs or authorizes, and this is just as true of a corporation as of a natural person. A corporation is liable therefore whenever a tortuous act is committed by an officer or agent under express direction or authority from the stockholders or members acting as a body, or from the directors as the governing body.