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PHILIPPINE
NATIONAL
BANK,
petitioner,
vs.
RITRATTO GROUP, INC., RIATTO INTERNATIONAL,
INC., and DADASAN GENERAL MERCHANDISE,
respondents.
Actions Parties Agency Loans In a foreclosure of a mortgage
undertaken by an attorneyinfact, the validity of a loan contract
cannot be raised against said agent, as the matter is solely between
the principal and the other party to the contract An agent not a
party to a contract of loan has no power to recompute the interest
rates set forth in the contract.The contract questioned is one
entered into between respondent and PNBIFL, not PNB. In their
complaint, respondents admit that petitioner is a mere attorney
infact for the PNBIFL with full power and authority to, inter
alia, foreclose on the properties mortgaged to secure their loan
obligations with PNBIFL. In other words, herein petitioner is an
agent with limited authority and specific duties under a special
power of attorney incorporated in the real estate mortgage. It is
not privy to the loan contracts entered into by respondents and
PNBIFL. The issue of the validity of the loan contracts is a
matter between PNBIFL, the petitioners principal and the party
to the loan contracts, and the respondents. Yet, despite the
recognition that petitioner is a mere agent, the respondents in
their complaint prayed that the petitioner PNB be ordered to re
compute the rescheduling of the interest to be paid by them in
accordance with the terms
_______________
*
FIRST DIVISION.
217
217
218
219
220
221
dated June 30, 1999 and October 4, 1999 be set 3aside and
the dismissal of the complaint in the instant case.
In their Comment, respondents argue that even
assuming arguendo that petitioner and PNBIFL are two
separate entities, petitioner is still the partyininterest in
the application for preliminary injunction because it is
tasked to4 commit acts of foreclosing respondents
properties. Respondents maintain that the entire credit
facility is void as it contains stipulations in5 violation of the
principle of mutuality of contracts. In addition,
respondents justified the act of the court a quo in applying
the doctrine of Piercing the Veil of Corporate Identity by
stating that petitioner
is merely an alter ego or a business
6
conduit of PNBIFL.
_______________
2
222
Rollo, p. 266.
Id., at 270.
223
223
11
10
Rollo, p. 49.
11
12
Ibid.
13
160 (1961).
224
224
225
226
16
17
Id., at 159.
227
227
19
20
228
228
805806 (1999).
22
(1996).
229
229
SO ORDERED.
Pardo and YnaresSantiago, JJ., concur.
Davide, Jr. (C.J., Chairman), On official leave.
Puno, J., No part.
Petition granted, judgment reversed. Orders of Trial
Court reversed and set aside, complaint dismissed.
Notes.The rule is that obligations incurred by the
corporation, acting through its directors, officers and
employees, are its sole liabilities. (Equitable Banking
Corporation vs. National Labor Relations Commission, 273
SCRA 352 [1997])
The question of piercing the veil of corporate fiction is
essentially a matter of proof. (San Juan Structural and
Steel Fabricators, Inc. vs. Court of Appeals, 296 SCRA 631
[1998])
If corporate assets could be used to answer for the
liabilities of its individual directors, officers, and
incorporators, the same could easily prejudice the
corporation, its own creditors, and even other stockholders.
(Francisco Motors Corporation vs. Court of Appeals, 309
SCRA 72 [1999])
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