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G.R. Nos. 194964-65. January 11, 2016.*

 
UNIVERSITY OF MINDANAO, INC., petitioner, vs.
BANGKO SENTRAL NG PILIPINAS, et al., respondents.

Civil Law; Mortgages; Prescription; The prescriptive period for

actions on mortgages is ten (10) years from the day they may be
brought. Actions on mortgages may be brought not upon the
execution of the mortgage contract but upon default in payment of
the obligation secured by the mortgage.—Prescription is the mode
of acquiring or losing rights through the lapse of time. Its purpose
is “to protect the diligent and vigilant, not those who sleep on
their rights.” The prescriptive period for actions on mortgages is
ten (10) years from the day they may be brought. Actions on
mortgages may be brought not upon the execution of the mortgage
contract but upon default in payment of the obligation secured by
the mortgage. A debtor is considered in default when he or she
fails to pay the obligation on due date and, subject to exceptions,
after demands for payment were made by the creditor.
Same; Same; Same; Prescriptive period runs from the date of
demand, subject to certain exceptions.—As a general rule, a person
defaults and prescriptive period for action runs when (1) the
obligation becomes due and demandable; and (2) demand for
payment has been made. The prescriptive period neither runs
from the date of the execution of a contract nor does the
prescriptive period necessarily run on the date when the loan
becomes due and demandable. Prescriptive period runs from the
date of demand, subject to certain exceptions. In other words, ten
(10) years may lapse from the date of the execution of contract,
without barring a cause of action on the mortgage when there is a
gap between the period of execution of the contract and the due
date or between the due date and the demand date in cases when
demand is necessary.
Same; Same; Same; Under Article 1155 of the Civil Code,
prescription of actions may be interrupted by (1) the filing of a
court action; (2) a written extrajudicial demand; and (3) the
written ac-

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*  SECOND DIVISION.

 
 
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knowledgment of the debt by the debtor.—Under Article 1155

of the Civil Code, prescription of actions may be interrupted by (1)
the filing of a court action; (2) a written extrajudicial demand; and
(3) the written acknowledgment of the debt by the debtor.
Therefore, the running of the prescriptive period was interrupted
when respondent sent its demand letter to petitioner on June 18,
1999. This eventually led to petitioner’s filing of its annulment of
mortgage complaints before the Regional Trial Courts of Iligan
City and Cagayan de Oro City on July 16, 1999. Assuming that
demand was necessary, respondent’s action was within the ten
(10)-year prescriptive period. Respondent demanded payment of
the loans in 1999 and filed an action in the same year.
Mercantile Law; Corporations; Ultra Vires Acts; A corporation
may exercise its powers only within those definitions. Corporate
acts that are outside those express definitions under the law or
articles of incorporation or those “committed outside the object for
which a corporation is created” are ultra vires.—Corporations are
artificial entities granted legal personalities upon their creation
by their incorporators in accordance with law. Unlike natural
persons, they have no inherent powers. Third persons dealing
with corporations cannot assume that corporations have powers.
It is up to those persons dealing with corporations to determine
their competence as expressly defined by the law and their
articles of incorporation. A corporation may exercise its powers
only within those definitions. Corporate acts that are outside
those express definitions under the law or articles of incorporation
or those “committed outside the object for which a corporation is
created” are ultra vires. The only exception to this rule is when
acts are necessary and incidental to carry out a corporation’s
purposes, and to the exercise of powers conferred by the
Corporation Code and under a corporation’s articles of
incorporation.
Same; Same; Same; Schools; Securing loans is not an adjunct
of the educational institution’s conduct of business.—Petitioner
does not have the power to mortgage its properties in order to
secure loans of other persons. As an educational institution, it is

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limited to developing human capital through formal instruction.

It is not a corporation engaged in the business of securing loans of
others. Hiring professors, instructors, and personnel; acquiring
equipment and real estate; establishing housing facilities for
personnel and

 
 
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students; hiring a concessionaire; and other activities that

can be directly connected to the operations and conduct of the
education business may constitute the necessary and incidental
acts of an educational institution. Securing FISLAI’s loans by
mortgaging petitioner’s properties does not appear to have even
the remotest connection to the operations of petitioner as an
educational institution. Securing loans is not an adjunct of the
educational institution’s conduct of business. It does not appear
that securing third party loans was necessary to maintain
petitioner’s business of providing instruction to individuals.
Remedial Law; Evidence; Presumptions; Presumptions are
“inference[s] as to the existence of a fact not actually known,
arising from its usual connection with another which is known, or
a conjecture based on past experience as to what course human
affairs ordinarily take.”—Presumptions are “inference[s] as to the
existence of a fact not actually known, arising from its usual
connection with another which is known, or a conjecture based on
past experience as to what course human affairs ordinarily take.”
Presumptions embody values and revealed behavioral
expectations under a given set of circumstances.
Same; Same; Same; Conclusive Presumptions; Conclusive
presumptions are presumptions that may not be overturned by
evidence, however strong the evidence is.—Conclusive
presumptions are presumptions that may not be overturned by
evidence, however strong the evidence is. They are made
conclusive not because there is an established uniformity in
behavior whenever identified circumstances arise. They are
conclusive because they are declared as such under the law or the
rules. Rule 131, Section 2 of the Rules of Court identifies two (2)
conclusive presumptions: SEC. 2. Conclusive presumptions.—The
following are instances of conclusive presumptions: (a) Whenever
a party has, by his own declaration, act, or omission, intentionally

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and deliberately led another to believe a particular thing true,

and to act upon such belief, he cannot, in any litigation arising out
of such declaration, act or omission, be permitted to falsify it; (b)
The tenant is not permitted to deny the title of his landlord at the
time of the commencement of the relation of landlord and tenant
between them.

 
 
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Same; Same; Same; Disputable Presumptions; Disputable

presumptions are presumptions that may be overcome by contrary
evidence.—Disputable presumptions are presumptions that may
be overcome by contrary evidence. They are disputable in
recognition of the variability of human behavior. Presumptions
are not always true. They may be wrong under certain
circumstances, and courts are expected to apply them, keeping in
mind the nuances of every experience that may render the
expectations wrong. Thus, the application of disputable
presumptions on a given circumstance must be based on the
existence of certain facts on which they are meant to operate.
“[P]resumptions are not allegations, nor do they supply their
absence[.]” Presumptions are conclusions. They do not apply when
there are no facts or allegations to support them.
Mercantile Law; Corporations; Ultra Vires Acts; Appropriate
amendments must be made either to the law or the articles of
incorporation before a corporation can validly exercise powers
outside those provided in law or the articles of incorporation. In
other words, without an amendment, what is ultra vires before a
corporation acquires shares in other corporations is still ultra vires
after such acquisition.—Acquiring shares in another corporation
is not a means to create new powers for the acquiring corporation.
Being a shareholder of another corporation does not automatically
change the nature and purpose of a corporation’s business.
Appropriate amendments must be made either to the law or the
articles of incorporation before a corporation can validly exercise
powers outside those provided in law or the articles of
incorporation. In other words, without an amendment, what is
ultra vires before a corporation acquires shares in other
corporations is still ultra vires after such acquisition.

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Same; Same; Separate Legal Personality; The separate

personality of corporations means that they are “vest[ed] [with]
rights, powers, and attributes [of their own] as if they were natural
persons”; Corporate interests are separate from the personal
interests of the natural persons that comprise corporations.—The
separate personality of corporations means that they are “vest[ed]
[with] rights, powers, and attributes [of their own] as if they were
natural persons[.]” Their assets and liabilities are their own and
not their officers’, shareholders’, or another corporation’s. In the
same vein, the assets and liabilities of their officers and
shareholders are not the corporations’. Obligations incurred by
corporations are not obligations of

 
 
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their officers and shareholders. Obligations of officers and

shareholders are not obligations of corporations. In other words,
corporate interests are separate from the personal interests of the
natural persons that comprise corporations. Corporations are
given separate personalities to allow natural persons to balance
the risks of business as they accumulate capital. They are,
however, given limited competence as a means to protect the
public from fraudulent acts that may be committed using the
separate juridical personality given to corporations.
Same; Same; Same; Piercing the Veil of Corporate Fiction;
There are instances when we disregard the separate corporate
personalities of the corporation and its stockholders, directors, or
officers. This is called piercing of the corporate veil.—Indeed, there
are instances when we disregard the separate corporate
personalities of the corporation and its stockholders, directors, or
officers.   This is called piercing of the corporate veil. Corporate
veil is pierced when the separate personality of the corporation is
being used to perpetrate fraud, illegalities, and injustices. In
Lanuza, Jr. v. BF Corporation, 737 SCRA 275 (2014): Piercing the
corporate veil is warranted when “[the separate personality of a
corporation] is used as a means to perpetrate fraud or an illegal
act, or as a vehicle for the evasion of an existing obligation, the
circumvention of statutes, or to confuse legitimate issues.” It is
also warranted in alter ego cases “where a corporation is merely a
farce since it is a mere alter ego or business conduit of a person, or

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where the corporation is so organized and controlled and its

affairs are so conducted as to make it merely an instrumentality,
agency, conduit or adjunct of another corporation.”
Same; Same; Being a juridical person, petitioner cannot
conduct its business, make decisions, or act in any manner without
action from its Board of Trustees; The corporation may, however,
delegate through a board resolution its corporate powers or
functions to a representative, subject to limitations under the law
and the corporation’s articles of incorporation.—Being a juridical
person, petitioner cannot conduct its business, make decisions, or
act in any manner without action from its Board of Trustees. The
Board of Trustees must act as a body in order to exercise
corporate powers. Individual trustees are not clothed with
corporate powers just by being a trustee. Hence, the individual
trustee cannot bind the corporation by himself or herself. The
corporation may, however, delegate through a

 
 
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board resolution its corporate powers or functions to a

representative, subject to limitations under the law and the
corporation’s articles of incorporation. The relationship between a
corporation and its representatives is governed by the general
principles of agency. Article 1317 of the Civil Code provides that
there must be authority from the principal before anyone can act
in his or her name: ART. 1317. No one may contract in the name
of another without being authorized by the latter, or unless he
has by law a right to represent him.
Same; Same; Ultra Vires Acts; Contracts entered into by
persons without authority from the corporation shall generally be
considered ultra vires and unenforceable against the corporation.
—The unenforceable status of contracts entered into by an
unauthorized person on behalf of another is based on the basic
principle that contracts must be consented to by both parties.
There is no contract without meeting of the minds as to the
subject matter and cause of the obligations created under the
contract. Consent of a person cannot be presumed from
representations of another, especially if obligations will be
incurred as a result. Thus, authority is required to make actions
made on his or her behalf binding on a person. Contracts entered

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into by persons without authority from the corporation shall

generally be considered ultra vires and unenforceable against the
corporation.
Same; Same; Same; Not having the proper board resolution to
authorize Saturnino Petalcorin to execute the mortgage contracts
for petitioner, the contracts he executed are unenforceable against
petitioner.—Well-entrenched is the rule that this court, not being
a trier of facts, is bound by the findings of fact of the trial courts
and the Court of Appeals when such findings are supported by
evidence on record. Hence, not having the proper board resolution
to authorize Saturnino Petalcorin to execute the mortgage
contracts for petitioner, the contracts he executed are
unenforceable against petitioner. They cannot bind petitioner.
Same; Same; Same; Personal liabilities may be incurred by
directors who assented to such unauthorized act and by the person
who contracted in excess of the limits of his or her authority
without the corporation’s knowledge.—Personal liabilities may be
incurred by directors who assented to such unauthorized act and
by the person

 
 
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who contracted in excess of the limits of his or her authority

without the corporation’s knowledge.
Ratification; Words and Phrases; Ratification is a voluntary
and deliberate confirmation or adoption of a previous
unauthorized act.—Ratification is a voluntary and deliberate
confirmation or adoption of a previous unauthorized act. It
converts the unauthorized act of an agent into an act of the
principal. It cures the lack of consent at the time of the execution
of the contract entered into by the representative, making the
contract valid and enforceable. It is, in essence, consent belatedly
given through express or implied acts that are deemed a
confirmation or waiver of the right to impugn the unauthorized
act. Ratification has the effect of placing the principal in a
position as if he or she signed the original contract.
Same; Implied Ratification; Implied ratification may take the
form of silence, acquiescence, acts consistent with approval of the
act, or acceptance or retention of benefits.—Implied ratification

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may take the form of silence, acquiescence, acts consistent with

approval of the act, or acceptance or retention of benefits.
However, silence, acquiescence, retention of benefits, and acts
that may be interpreted as approval of the act do not by
themselves constitute implied ratification. For an act to constitute
an implied ratification, there must be no acceptable explanation
for the act other than that there is an intention to adopt the act as
his or her own. “[It] cannot be inferred from acts that a principal
has a right to do independently of the unauthorized act of the
agent.”
Same; Same; Corporations; The rule that knowledge of an
officer is considered knowledge of the corporation applies only
when the officer is acting within the authority given to him or her
by the corporation.—The rule that knowledge of an officer is
considered knowledge of the corporation applies only when the
officer is acting within the authority given to him or her by the
corporation. In Francisco v. Government Service Insurance
System, 7 SCRA 577 (1963): Knowledge of facts acquired or
possessed by an officer or agent of a corporation in the course of
his employment, and in relation to matters within the scope of his
authority, is notice to the corporation, whether he communicates
such knowledge or not. The public should be able to rely on and be
protected from the representations of a corporate representative
acting within the scope of his or her author-

 
 
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ity. This is why an authorized officer’s knowledge is

considered knowledge of corporation. However, just as the public
should be able to rely on and be protected from corporate
representations, corporations should also be able to expect that
they will not be bound by unauthorized actions made on their
account.
Mercantile Law; Corporations; Doctrine of Apparent
Authority; The doctrine of apparent authority does not go into the
question of the corporation’s competence or power to do a
particular act. It involves the question of whether the officer has
the power or is clothed with the appearance of having the power to
act for the corporation.—The doctrine of apparent authority does
not go into the question of the corporation’s competence or power

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to do a particular act. It involves the question of whether the

officer has the power or is clothed with the appearance of having
the power to act for the corporation. A finding that there is
apparent authority is not the same as a finding that the corporate
act in question is within the corporation’s limited powers. The
rule on apparent authority is based on the principle of estoppel.
The Civil Code provides: ART. 1431. Through estoppel an
admission or representation is rendered conclusive upon the
person making it, and cannot be denied or disproved as against
the person relying thereon. . . . . ART. 1869. Agency may be
express, or implied from the acts of the principal, from his silence
or lack of action, or his failure to repudiate the agency, knowing
that another person is acting on his behalf without authority.
Agency may be oral, unless the law requires a specific form. A
corporation is estopped by its silence and acts of recognition
because we recognize that there is information asymmetry
between third persons who have little to no information as to
what happens during corporate meetings, and the corporate
officers, directors, and representatives who are insiders to
corporate affairs.
Same; Same; Same; There can be no apparent authority and
the corporation cannot be estopped from denying the binding affect
of an act when there is no evidence pointing to similar acts and
other circumstances that can be interpreted as the corporation
holding out a representative as having authority to contract on its
behalf.—There can be no apparent authority and the corporation
cannot be estopped from denying the binding affect of an act when
there is no evidence pointing to similar acts and other
circumstances that can be interpreted as the corporation holding
out a representative as having

 
 
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authority to contract on its behalf. In Advance Paper

Corporation v. Arma Traders Corporation, 712 SCRA 313 (2013),
this court had the occasion to say: The doctrine of apparent
authority does not apply if the principal did not commit any acts
or conduct which a third party knew and relied upon in good faith
as a result of the exercise of reasonable prudence. Moreover, the

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agent’s acts or conduct must have produced a change of position to

the third party’s detriment.
Remedial Law; Evidence; Notarized Documents; Notarization
creates a presumption of regularity and authenticity on the
document.—Notarization creates a presumption of regularity and
authenticity on the document. This presumption may be rebutted
by “strong, complete and conclusive proof” to the contrary. While
notarial acknowledgment “attaches full faith and credit to the
document concerned[,]” it does not give the document its validity
or binding effect. When there is evidence showing that the
document is invalid, the presumption of regularity or authenticity
is not applicable.
Banks and Banking; Banks are required to exercise the
highest degree of diligence in their transactions.—The banking
institution is “impressed with public interest” such that the
public’s faith is “of paramount importance.” Thus, banks are
required to exercise the highest degree of diligence in their
transactions. In China Banking Corporation v. Lagon, 494 SCRA
560 (2006), this court found that the bank was not a mortgagee in
good faith for its failure to question the due execution of a Special
Power of Attorney that was presented to it in relation to a
mortgage contract. This court said: Though petitioner is not
expected to conduct an exhaustive investigation on the history of
the mortgagor’s title, it cannot be excused from the duty of
exercising the due diligence required of a banking institution.
Banks are expected to exercise more care and prudence than
private individuals in their dealings, even those that involve
registered lands, for their business is affected with public interest.
Civil Law; Land Titles and Deeds; Certificates of Title;
Annotations of adverse claims on certificates of title to properties
operate as constructive notice only to third parties — not to the
court or the registered owner.—Annotations of adverse claims on
certificates of title to properties operate as constructive notice
only to third parties — not to the court or the registered owner. In
Sajonas v. Court of Appeals, 258 SCRA 79 (1996): [A]nnotation of
an adverse claim is a

 
 
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measure designed to protect the interest of a person over a

piece of real property where the registration of such interest or
right is not otherwise provided for by the Land Registration Act or
Act 496 (now [Presidential Decree No.] 1529 or the Property
Registration Decree), and serves a warning to third parties
dealing with said property that someone is claiming an interest on
the same or a better right than that of the registered owner thereof.
(Emphasis supplied) Annotations are merely claims of interest or
claims of the legal nature and incidents of relationship between
the person whose name appears on the document and the person
who caused the annotation. It does not say anything about the
validity of the claim or convert a defective claim or document into
a valid one. These claims may be proved or disproved during trial.

PETITION for review on certiorari of the decision and

resolution of the Court of Appeals.
The facts are stated in the opinion of the Court.
  Gaviola Law Offices for petitioner.

LEONEN, J.:
 
Acts of an officer that are not authorized by the board of
directors/trustees do not bind the corporation unless the
corporation ratifies the acts or holds the officer out as a
person with authority to transact on its behalf.
This is a Petition for Review on Certiorari1 of the Court
of Appeals’ December 17, 2009 Decision2 and December 20,
2010 Resolution.3 The Court of Appeals reversed the
Cagayan de

_______________

1  Rollo, pp. 69-98.

2   Id., at pp. 13-45. The Decision was penned by Associate Justice
Edgardo A. Camello (Chair) and concurred in by Associate Justices
Edgardo T. Lloren and Leoncia R. Dimagiba of the Twenty-second
Division.
3   Id., at pp. 63-67. The Resolution was penned by Associate Justice
Edgardo A. Camello (Chair) and concurred in by Associate

 
 
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Oro City trial court’s and the Iligan City trial court’s
Decisions to nullify mortgage contracts involving
University of Mindanao’s properties.4
University of Mindanao is an educational institution.
For the year 1982, its Board of Trustees was chaired by
Guillermo B. Torres. His wife, Dolores P. Torres, sat as
University of Mindanao’s Assistant Treasurer.5
Before 1982, Guillermo B. Torres and Dolores P. Torres
incorporated and operated two (2) thrift banks: (1) First
Iligan Savings & Loan Association, Inc. (FISLAI); and (2)
Davao Savings and Loan Association, Inc. (DSLAI).
Guillermo B. Torres chaired both thrift banks. He acted as
FISLAI’s President, while his wife, Dolores P. Torres, acted
as DSLAI’s President and FISLAI’s Treasurer.6
Upon Guillermo B. Torres’ request, Bangko Sentral ng
Pilipinas issued a P1.9 million standby emergency credit to
FISLAI. The release of standby emergency credit was
evidenced by three (3) promissory notes dated February 8,
1982, April 7, 1982, and May 4, 1982 in the amounts of
P500,000.00, P600,000.00, and P800,000.00, respectively.
All these promissory notes were signed by Guillermo B.
Torres, and were cosigned by either his wife, Dolores P.
Torres, or FISLAI’s Special Assistant to the President,
Edmundo G. Ramos, Jr.7
On May 25, 1982, University of Mindanao’s Vice
President for Finance, Saturnino Petalcorin, executed a
deed of real estate mortgage over University of Mindanao’s
property in Cagayan de Oro City (covered by Transfer
Certificate of Title

_______________

Justices Edgardo T. Lloren and Leoncia R. Dimagiba of the Former

Twenty-second Division.
4  Id., at pp. 25, 27, and 44, Court of Appeals Decision.
5  Id., at p. 14.
6  Id.
7  Id., at pp. 14-15.

 
 
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No. T-14345) in favor of Bangko Sentral ng Pilipinas.8

“The mortgage served as security for FISLAI’s P1.9 Million
loan[.]”9 It was allegedly executed on University of
Mindanao’s behalf.10
As proof of his authority to execute a real estate
mortgage for University of Mindanao, Saturnino Petalcorin
showed a Secretary’s Certificate signed on April 13, 1982
by University of Mindanao’s Corporate Secretary, Aurora
de Leon.11 The Secretary’s Certificate stated:
 
That at the regular meeting of the Board of
Trustees of the aforesaid corporation [University of
Mindanao] duly convened on March 30, 1982, at
which a quorum was present, the following resolution
was unanimously adopted:
“Resolved that the University of Mindanao,
Inc. be and is hereby authorized, to mortgage
real estate properties with the Central Bank of
the Philippines to serve as security for the credit
facility of First Iligan Savings and Loan
Association, hereby authorizing the President
and/or Vice President for Finance, Saturnino R.
Petalcorin of the University of Mindanao, Inc. to
sign, execute and deliver the covering mortgage
document or any other documents which may be
proper[l]y required.”12

The Secretary’s Certificate was supported by an excerpt

from the minutes of the January 19, 1982 alleged meeting
of University of Mindanao’s Board of Trustees. The excerpt
was certified by Aurora de Leon on March 13, 1982 to be a
true

_______________

8   Id., at p. 15.
9   Id.
10  Id.
11  Id., at p. 16.
12  Id.

 
 
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Pilipinas

copy of University of Mindanao’s records on file.13 The

excerpt reads:
 
3 – Other Matters:
(a) Cagayan de Oro and Iligan properties:
Resolution No. 82-1-8
Authorizing the Chairman to appoint Saturnino R.
Petalcorin, Vice President for Finance, to represent the
University of Mindanao to transact, transfer, convey, lease,
mortgage, or otherwise hypothecate any or all of the
following properties situated at Cagayan de Oro and Iligan
City and authorizing further Mr. Petalcorin to sign any or
all documents relative thereto:
1. A parcel of land situated at Cagayan de Oro
City, covered and technically described in
TRANSFER CERTIFICATE OF TITLE No. T-14345
of the Registry of Deeds of Cagayan de Oro City;
2. A parcel of land situated at Iligan City, covered
and technically described in TRANSFER
CERTIFICATE OF TITLE No. T-15696 (a.t.) of the
Registry of Deeds of Iligan City; and
3. A parcel of land situated at Iligan City, covered
and technically described in TRANSFER
CERTIFICATE OF TITLE No. T-15697 (a.f.) of the
Registry of Deeds of Iligan City.14

The mortgage deed executed by Saturnino Petalcorin in

favor of Bangko Sentral ng Pilipinas was annotated on the
certificate of title of the Cagayan de Oro City property
(Transfer Certificate of Title No. 14345) on June 25, 1982.
Aurora de Leon’s certification was also annotated on the
Cagayan de

_______________

13  Id.
14  Id., at pp. 16-17.

 
 
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Oro City property’s certificate of title (Transfer

Certificate of Title No. 14345).15
On October 21, 1982, Bangko Sentral ng Pilipinas
granted FISLAI an additional loan of P620,700.00.
Guillermo B. Torres and Edmundo Ramos executed a
promissory note on October 21, 1982 to cover that
amount.16
On November 5, 1982, Saturnino Petalcorin executed
another deed of real estate mortgage, allegedly on behalf of
University of Mindanao, over its two properties in Iligan
City. This mortgage served as additional security for
FISLAI’s loans. The two Iligan City properties were
covered by Transfer Certificates of Title Nos. T-15696 and
T-15697.17
On January 17, 1983, Bangko Sentral ng Pilipinas’
mortgage lien over the Iligan City properties and Aurora de
Leon’s certification were annotated on Transfer Certificates
of Title Nos. T-15696 and T-15697.18 On January 18, 1983,
Bangko Sentral ng Pilipinas’ mortgage lien over the Iligan
City properties was also annotated on the tax declarations
covering the Iligan City properties.19
Bangko Sentral ng Pilipinas also granted emergency
advances to DSLAI on May 27, 1983 and on August 20,
1984 in the amounts of P1,633,900.00 and P6,489,000.00,
respectively.20
On January 11, 1985, FISLAI, DSLAI, and Land Bank
of the Philippines entered into a Memorandum of
Agreement intended to rehabilitate the thrift banks, which
had been suffering from their depositors’ heavy
withdrawals. Among the terms of the agreement was the
merger of FISLAI and DSLAI, with DSLAI as the surviving
corporation. DSLAI

_______________

15  Id., at p. 17.
16  Id., at p. 15.
17  Id.
18  Id., at p. 17.
19  Id.
20  Id.

 
 
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University of Mindanao, Inc. vs. Bangko Sentral ng

Pilipinas

later became known as Mindanao Savings and Loan

Association, Inc. (MSLAI).21
Guillermo B. Torres died on March 2, 1989.22
MSLAI failed to recover from its losses and was
liquidated on May 24, 1991.23
On June 18, 1999, Bangko Sentral ng Pilipinas sent a
letter to University of Mindanao, informing it that the
bank would foreclose its properties if MSLAI’s total
outstanding obligation of P12,534,907.73 remained
unpaid.24
In its reply to Bangko Sentral ng Pilipinas’ June 18,
1999 letter, University of Mindanao, through its Vice
President for Accounting, Gloria E. Detoya, denied that
University of Mindanao’s properties were mortgaged. It
also denied having received any loan proceeds from Bangko
Sentral ng Pilipinas.25
On July 16, 1999, University of Mindanao filed two
Complaints for nullification and cancellation of mortgage.
One Complaint was filed before the Regional Trial Court of
Cagayan de Oro City, and the other Complaint was filed
before the Regional Trial Court of Iligan City.26
University of Mindanao alleged in its Complaints that it
did not obtain any loan from Bangko Sentral ng Pilipinas.
It also did not receive any loan proceeds from the bank.27
University of Mindanao also alleged that Aurora de
Leon’s certification was anomalous. It never authorized
Saturnino Petalcorin to execute real estate mortgage
contracts involving its properties to secure FISLAI’s debts.
It never ratified the

_______________

21  Id., at p. 18.
22  Id., at p. 19.
23  Id.
24  Id., at pp. 19-20.
25  Id., at p. 20.
26  Id.
27  Id., at p. 21.

 
 
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execution of the mortgage contracts. Moreover, as an

educational institution, it cannot mortgage its properties to
secure another person’s debts.28
On November 23, 2001, the Regional Trial Court of
Cagayan de Oro City rendered a Decision in favor of
University of Mindanao,29 thus:
 
WHEREFORE, premises considered, judgment is
hereby rendered in favor of plaintiff and against
defendants:
1. DECLARING the real estate mortgage
Saturnino R. Petalcorin executed in favor of
BANGKO SENTRAL NG PILIPINAS involving Lot
421-A located in Cagayan de Oro City with an area of
482 square meters covered by TCT No. T-14345 as
annuled [sic];
2. ORDERING the Register of Deeds of Cagayan
de Oro City to cancel Entry No. 9951 and Entry No.
9952 annotated at the back of said TCT No. T-14345,
Registry of Deeds of Cagayan de Oro City;
Prayer for attorney’s fee [sic] is hereby denied
there being no proof that in demanding payment of
the emergency loan, defendant BANGKO SENTRAL
NG PILIPINAS was motivated by evident bad faith.
SO ORDERED.30 (Citation omitted)

The Regional Trial Court of Cagayan de Oro City found

that there was no board resolution giving Saturnino
Petalcorin authority to execute mortgage contracts on
behalf of University of Mindanao. The Cagayan de Oro City
trial court gave weight to Aurora de Leon’s testimony that
University of Mindanao’s Board of Trustees did not issue a
board resolution that would support the Secretary’s
Certificate she issued. She

_______________

28  Id.
29  Id., at p. 27.
30  Id., at pp. 27-28.

 
 
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testified that she signed the Secretary’s Certificate only

upon Guillermo B. Torres’ orders.31
Saturnino Petalcorin testified that he had no authority
to execute a mortgage contract on University of Mindanao’s
behalf. He merely executed the contract because of
Guillermo B. Torres’ request.32
Bangko Sentral ng Pilipinas’ witness Daciano Pagui, Jr.
also admitted that there was no board resolution giving
Saturnino Petalcorin authority to execute mortgage
contracts on behalf of University of Mindanao.33
The Regional Trial Court of Cagayan de Oro City ruled
that Saturnino Petalcorin was not authorized to execute
mortgage contracts for University of Mindanao. Hence, the
mortgage of University of Mindanao’s Cagayan de Oro City
property was unenforceable. Saturnino Petalcorin’s
unauthorized acts should be annulled.34
Similarly, the Regional Trial Court of Iligan City
rendered a Decision on December 7, 2001 in favor of
University of Mindanao.35 The dispositive portion of the
Decision reads:
 
WHEREFORE, premises considered, judgment is
hereby rendered in favor of the plaintiff and against
the defendants, as follows:
1. Nullifying and canceling [sic] the subject Deed
of Real Estate Mortgage dated November 5, 1982 for
being unenforceable or void contract;
2. Ordering the Office of the Register of Deeds of
Iligan City to cancel the entries on TCT No. T-15696
and TCT No. T-15697 with respect to the aforesaid
Deed of

_______________

31  Id., at p. 28.
32  Id.
33  Id.
34  Id.
35  Id., at p. 23.

 
 

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Real Estate Mortgage dated November 5, 1982 and

all other entries related thereto;
3. Ordering the defendant Bangko Sentral ng
Pilipinas to return the owner’s duplicate copies of
TCT No. T-15696 and TCT No. 15697 to the plaintiff;
4. Nullifying the subject [f]oreclosure [p]roceed-
ings and the [a]uction [s]ale conducted by defendant
Atty. Gerardo Paguio, Jr. on October 8, 1999
including all the acts subsequent thereto and ordering
the Register of Deeds of Iligan City not to register any
Certificate of Sale pursuant to the said auction sale
nor make any transfer of the corresponding titles, and
if already registered and transferred, to cancel all the
said entries in TCT No.
T-15696 and TCT No. T-15697 and/or cancel the
corresponding new TCTs in the name of defendant
Bangko Sentral ng Pilipinas;
5. Making the Preliminary Injunction per Order
of this Court dated October 13, 2000 permanent.
No pronouncement as to costs.36 (Citation omitted)
 
The Iligan City trial court found that the Secretary’s
Certificate issued by Aurora de Leon was fictitious37 and
irregular for being unnumbered.38 It also did not specify
the identity, description, or location of the mortgaged
properties.39
The Iligan City trial court gave credence to Aurora de
Leon’s testimony that the University of Mindanao’s Board
of Trustees did not take up the documents in its meetings.
Saturnino Petalcorin corroborated her testimony.40
The Iligan City trial court ruled that the lack of a board
resolution authorizing Saturnino Petalcorin to execute
documents of mortgage on behalf of University of
Mindanao made

_______________

36  Id., at pp. 23-24.

37  Id., at p. 25.
38  Id., at p. 24.
39  Id.

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40  Id.

 
 
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the real estate mortgage contract unenforceable under

Article 140341 of the Civil Code.42 The mortgage contract
and the subsequent acts of foreclosure and auction sale
were void because

_______________

41  Civil Code, Art. 1403 provides:

ART. 1403. The following contracts are unenforceable, unless they
are ratified:
(1) Those entered into in the name of another person by one who has
been given no authority or legal representation, or who has acted beyond
his powers;
(2) Those that do not comply with the Statute of Frauds as set forth in
this number. In the following cases an agreement hereafter made shall be
unenforceable by action, unless the same, or some note or memorandum,
thereof, be in writing, and subscribed by the party charged, or by his
agent; evidence, therefore, of the agreement cannot be received without
the writing, or a secondary evidence of its contents:  
(a) An agreement that by its terms is not to be performed within a
year from the making thereof;
(b) A special promise to answer for the debt, default, or miscarriage of
another;
(c) An agreement made in consideration of marriage, other than a
mutual promise to marry;
(d) An agreement for the sale of goods, chattels or things in action, at
a price not less than five hundred pesos, unless the buyer accept and
receive part of such goods and chattels, or the evidences, or some of them,
of such things in action, or pay at the time some part of the purchase
money; but when a sale is made by auction and entry is made by the
auctioneer in his sales book, at the time of the sale, of the amount and
kind of property sold, terms of sale, price, names of the purchasers and
person on whose account the sale is made, it is a sufficient memorandum;
(e) An agreement for the leasing for a longer period than one year, or
for the sale of real property or of an interest therein;
(f) A representation as to the credit of a third person.

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(3) Those where both parties are incapable of giving consent to a

contract.
42  Rollo, p. 25, Court of Appeals Decision.

 
 
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the mortgage contract was executed without University

of Mindanao’s authority.43
The Iligan City trial court also ruled that the
annotations on the titles of University of Mindanao’s
properties do not operate as notice to the University
because annotations only bind third parties and not
owners.44 Further, Bangko Sentral ng Pilipinas’ right to
foreclose the University of Mindanao’s properties had
already prescribed.45
Bangko Sentral ng Pilipinas separately appealed the
Decisions of both the Cagayan de Oro City and the Iligan
City trial courts.46
After consolidating both cases, the Court of Appeals
issued a Decision on December 17, 2009 in favor of Bangko
Sentral ng Pilipinas, thus:
 
FOR THE REASONS STATED, the Decision
dated 23 November 2001 of the Regional Trial Court
of Cagayan de Oro City, Branch 24 in Civil Case No.
99-414 and the Decision dated 7 December 2001 of the
Regional Trial Court of Iligan City, Branch 1 in Civil
Case No. 4790 are REVERSED and SET ASIDE.
The Complaints in both cases before the trial courts
are DISMISSED. The Writ of Preliminary Injunction
issued by the Regional Trial Court of Iligan City,
Branch 1 in Civil Case No. 4790 is LIFTED and SET
ASIDE.
SO ORDERED.47

The Court of Appeals ruled that “[a]lthough BSP failed

to prove that the UM Board of Trustees actually passed a
Board Resolution authorizing Petalcorin to mortgage the
subject real

_______________

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43  Id.
44  Id.
45  Id., at p. 26.
46  Id., at pp. 26 and 29.
47  Id., at p. 44.

 
 
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properties,”48 Aurora de Leon’s Secretary’s Certificate

“clothed Petalcorin with apparent and ostensible authority
to execute the mortgage deed on its behalf[.]”49 Bangko
Sentral ng Pilipinas merely relied in good faith on the
Secretary’s Certificate.50 University of Mindanao is
estopped from denying Saturnino Petalcorin’s authority.51
Moreover, the Secretary’s Certificate was notarized.
This meant that it enjoyed the presumption of regularity as
to the truth of its statements and authenticity of the
signatures.52 Thus, “BSP cannot be faulted for relying on
the [Secretary’s Certificate.]”53
The Court of Appeals also ruled that since University of
Mindanao’s officers, Guillermo B. Torres and his wife,
Dolores P. Torres, signed the promissory notes, University
of Mindanao was presumed to have knowledge of the
transaction.54 Knowledge of an officer in relation to matters
within the scope of his or her authority is notice to the
corporation.55
The annotations on University of Mindanao’s certificates
of title also operate as constructive notice to it that its
properties were mortgaged.56 Its failure to disown the
mortgages for more than a decade was implied
ratification.57
The Court of Appeals also ruled that Bangko Sentral ng
Pilipinas’ action for foreclosure had not yet prescribed
because the due date extensions that Bangko Sentral ng
Pilipinas granted to FISLAI extended the due date of
payment to

_______________

48  Id., at p. 32.
49  Id.

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50  Id., at pp. 32-33.

51  Id., at p. 33.
52  Id., at p. 34.
53  Id., at p. 36.
54  Id., at pp. 37-38.
55  Id., at p. 38.
56  Id., at p. 40.
57  Id.

 
 
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five (5) years from February 8, 1985.58 The bank’s

demand letter to Dolores P. Torres on June 18, 1999 also
interrupted the prescriptive period.59
University of Mindanao and Bangko Sentral ng
Pilipinas filed a Motion for Reconsideration60 and Motion
for Partial Reconsideration respectively of the Court of
Appeals’ Decision. On December 20, 2010, the Court of
Appeals issued a Resolution, thus:

Acting on the foregoing incidents, the Court

RESOLVES to:
1. GRANT the appellant’s twin motions for
extension of time to file comment/opposition and
NOTE the Comment on the appellee’s Motion for
Reconsideration it subsequently filed on June 23,
2010;
2. GRANT the appellee’s three (3) motions for
extension of time to file comment/opposition and
NOTE the Comment on the appellant’s Motion for
Partial Reconsideration it filed on July 26, 2010;
3. NOTE the appellant’s “Motion for Leave to File
Attached Reply Dated August 11, 2010” filed on
August 13, 2010 and DENY the attached “Reply to
Comment Dated July 26, 2010”;
4. DENY the appellee’s Motion for Reconsideration
as it does not offer any arguments sufficiently
meritorious to warrant modification or reversal of the
Court’s 17 December 2009 Decision. The Court finds
that there is no compelling reason to reconsider its
ruling; and
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5. GRANT the appellant’s Motion for Partial

Reconsideration, as the Court finds it meritorious,
considering that it ruled in its Decision that “BSP can
still foreclose on the UM’s real property in Cagayan
de Oro City covered by TCT No. T-14345.” It then

_______________

58  Id., at p. 42.
59  Id.
60  Id., at pp. 46-58.

 
 
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follows that the injunctive writ issued by the RTC
of Cagayan de Oro City, Branch 24 must be lifted. The
Court’s 17 December 2009 Decision is accordingly
MODIFIED and AMENDED to read as follows:
  “FOR THE REASONS STATED, the
Decision dated 23 November 2001 of the
Regional Trial Court of Cagayan de Oro City,
Branch 24 in Civil Case No. 99-414 and the
Decision dated 7 December 2001 of the Regional
Trial Court of Iligan City, Branch 1 in Civil Case
No. 4790 are REVERSED and SET ASIDE.
The Complaints in both cases before the trial
courts are DISMISSED. The Writs of
Preliminary Injunction issued by the Regional
Trial Court of Iligan City, Branch 1 in Civil Case
No. 4790 and in the Regional Trial Court of
Cagayan de Oro City, Branch 24 in Civil Case
No. 99-414 are LIFTED and SET ASIDE.”
SO ORDERED.61 (Citation omitted)
 
Hence, University of Mindanao filed this Petition for
Review.
The issues for resolution are:
First, whether respondent Bangko Sentral ng Pilipinas’
action to foreclose the mortgaged properties had already
prescribed; and
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Second, whether petitioner University of Mindanao is

bound by the real estate mortgage contracts executed by
Saturnino Petalcorin.
We grant the Petition.

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61  Id., at pp. 65-67, Court of Appeals Resolution.

 
 
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I
 
Petitioner argues that respondent’s action to foreclose
its mortgaged properties had already prescribed.
Petitioner is mistaken.
Prescription is the mode of acquiring or losing rights
through the lapse of time.62 Its purpose is “to protect the
diligent and vigilant, not those who sleep on their rights.”63
In the same way, rights and conditions are lost by
prescription.
The prescriptive period for actions on mortgages is ten
(10) years from the day they may be brought.64 Actions on
mortgages may be brought not upon the execution of the
mortgage contract but upon default in payment of the
obligation secured by the mortgage.65

_______________

62  Civil Code, Art. 1106 provides:

ART. 1106. By prescription, one acquires ownership and other real
rights through the lapse of time in the manner and under the conditions
laid down by law.
63  Vda. de Rigonan v. Derecho, 502 Phil. 202, 209; 463 SCRA 627, 629
(2005) [Per J. Panganiban, Third Division].
64  Civil Code, Arts. 1142, 1144, and 1150 provide:
ART. 1142. A mortgage action prescribes after ten years.
....
ART. 1144. The following actions must be brought within ten years
from the time the right of action accrues:
(1) Upon a written contract;

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(2) Upon an obligation created by law;

(3) Upon a judgment.
....
ART. 1150. The time for prescription for all kinds of actions, where
there is no special provision which ordains otherwise, shall be counted
from the day they may be brought.
65  See Cando v. Olazo, 547 Phil. 630, 637; 518 SCRA 741, 748 (2007)
[Per J. Tinga, Second Division]; see also Tambunting, Jr. v. Sumabat, 507
Phil. 94, 99-100; 470 SCRA 92, 97 (2005) [Per J. Corona, Third Division].

 
 
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A debtor is considered in default when he or she fails to
pay the obligation on due date and, subject to exceptions,
after demands for payment were made by the creditor.
Article 1169 of the Civil Code provides:
ART. 1169. Those obliged to deliver or to do
something incur in delay from the time the obligee
judicially or extrajudicially demands from them the
fulfillment of their obligation.  
However, the demand by the creditor shall not be
necessary in order that delay may exist:  
(1) When the obligation or the law expressly so
declare; or
(2) When from the nature and the circumstances
of the obligation it appears that the designation of the
time when the thing is to be delivered or the service is
to be rendered was a controlling motive for the
establishment of the contract; or  
(3) When demand would be useless, as when the
obligor has rendered it beyond his power to perform.
 
Article 1193 of the Civil Code provides that an obligation
is demandable only upon due date. It provides:
 
ART. 1193. Obligations for whose fulfillment a
day certain has been fixed, shall be demandable only
when that day comes.  
Obligations with a resolutory period take effect at
once, but terminate upon arrival of the day certain.  
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A day certain is understood to be that which must

necessarily come, although it may not be known
when.  
If the uncertainty consists in whether the day will
come or not, the obligation is conditional, and it shall
be regulated by the rules of the preceding Section.
 
In other words, as a general rule, a person defaults and
prescriptive period for action runs when (1) the obligation
 
 
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becomes due and demandable; and (2) demand for

payment has been made.  
The prescriptive period neither runs from the date of the
execution of a contract nor does the prescriptive period
necessarily run on the date when the loan becomes due and
demandable.66 Prescriptive period runs from the date of
demand,67 subject to certain exceptions.
In other words, ten (10) years may lapse from the date of
the execution of contract, without barring a cause of action
on the mortgage when there is a gap between the period of
execution of the contract and the due date or between the
due date and the demand date in cases when demand is
necessary.68
The mortgage contracts in this case were executed by
Saturnino Petalcorin in 1982. The maturity dates of
FISLAI’s loans were repeatedly extended until the loans
became due and demandable only in 1990.69 Respondent
informed peti-

_______________

66  See De la Rosa v. Bank of the Philippine Islands, 51 Phil. 926, 929

(1924) [Per J. Romualdez, En Banc].
67   Id.; see also Philippine Charter Insurance Corporation v. Central
Colleges of the Philippines, 682 Phil. 507, 520-521; 666 SCRA 540, 550
(2012) [Per J. Mendoza, Third Division].
68  See also Mesina v. Garcia, 538 Phil. 920, 930-931; 509 SCRA 431,
441 (2006) [Per J. Chico-Nazario, First Division], on the interruption of
prescriptive period.

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69  Rollo, pp. 41-42, Court of Appeals Decision. The following Monetary

Board Resolutions granted extension of the maturity date of FISLAI’s
loans:
1. Monetary Board Resolution No. 792 dated April 23, 1982 (payable on
demand but not to exceed 60 days);
2. Monetary Board Resolution No. 1127 dated June 18, 1982 (60-day
extension);
3. Monetary Board Resolution No. 1950 dated October 22, 1982 (180-
day extension);
4. Monetary Board Resolution No. 2137 dated November 19, 1982 (180-
day extension);

 
 
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tioner of its decision to foreclose its properties and

demanded payment in 1999.
The running of the prescriptive period of respondent’s
action on the mortgages did not start when it executed the
mortgage contracts with Saturnino Petalcorin in 1982.
The prescriptive period for filing an action may run
either (1) from 1990 when the loan became due, if the
obligation was covered by the exceptions under Article
1169 of the Civil Code; (2) or from 1999 when respondent
demanded payment, if the obligation was not covered by
the exceptions under Article 1169 of the Civil Code.
In either case, respondent’s Complaint with cause of
action based on the mortgage contract was filed well within
the prescriptive period.
Given the termination of all traces of FISLAI’s
existence,70 demand may have been rendered unnecessary
under Article 1169(3)71 of the Civil Code. Granting that
this is the case,

_______________

5. Monetary Board Resolution No. 2307 dated December 17, 1982 (180-
day extension);
6. Monetary Board Resolution No. 893 dated May 27, 1983 (180-day
extension);
7. Monetary Board Resolution No. 142 dated February 8, 1985
(approval of FISLAI and DSLAI’s rehabilitation plan, which made loans

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due after five years)

The loans became due in 1990. Bangko Sentral ng Pilipinas’ demand
letter to petitioner dated June 18, 1999 interrupted the prescriptive
period.
70   FISLAI was merged with DSLAI, with DSLAI as the surviving
corporation. DSLAI became known later as MSLAI. MSLAI was
liquidated in 1991.
71  Civil Code, Art. 1169 provides:
ART. 1169. Those obliged to deliver or to do something incur in delay
from the time the obligee judicially or extrajudicially demands from them
the fulfillment of their obligation.
However, the demand by the creditor shall not be necessary in order
that delay may exist:

 
 
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respondent would have had ten (10) years from due date
in 1990 or until 2000 to institute an action on the mortgage
contract.
However, under Article 115572 of the Civil Code,
prescription of actions may be interrupted by (1) the filing
of a court action; (2) a written extrajudicial demand; and
(3) the written acknowledgment of the debt by the debtor.
Therefore, the running of the prescriptive period was
interrupted when respondent sent its demand letter to
petitioner on June 18, 1999. This eventually led to
petitioner’s filing of its annulment of mortgage complaints
before the Regional Trial Courts of Iligan City and
Cagayan de Oro City on July 16, 1999.
Assuming that demand was necessary, respondent’s
action was within the ten (10)-year prescriptive period.
Respondent demanded payment of the loans in 1999 and
filed an action in the same year.
 
II
 
Petitioner argues that the execution of the mortgage
contract was ultra vires. As an educational institution, it
may not secure the loans of third persons.73 Securing loans
of third

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_______________

....
(3) When demand would be useless, as when the obligor has rendered
it beyond his power to perform.
72  Civil Code, Art. 1155 provides:
ART. 1155. The prescription of actions is interrupted when they are
filed before the court, when there is a written extrajudicial demand by the
creditors, and when there is any written acknowledgment of the debt by
the debtor.
See Larrobis, Jr. v. Philippine Veterans Bank, 483 Phil. 33, 48; 440
SCRA 34, 47 (2004) [Per J. Austria-Martinez, Second Division];
Development Bank of the Philippines v. Prudential Bank, 512 Phil. 267,
280; 475 SCRA 623, 635 (2005) [Per J. Corona, Third Division].
73  Rollo, p. 80, University of Mindanao, Inc.’s Petition.

 
 
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persons is not among the purposes for which petitioner

was established.74
Petitioner is correct.
Corporations are artificial entities granted legal
personalities upon their creation by their incorporators in
accordance with law. Unlike natural persons, they have no
inherent powers. Third persons dealing with corporations
cannot assume that corporations have powers. It is up to
those persons dealing with corporations to determine their
competence as expressly defined by the law and their
articles of incorporation.75
A corporation may exercise its powers only within those
definitions. Corporate acts that are outside those express
definitions under the law or articles of incorporation or
those “committed outside the object for which a corporation
is created”76 are ultra vires.
 
The only exception to this rule is when acts are
necessary and incidental to carry out a corporation’s
purposes, and to the exercise of powers conferred by the
Corporation Code and under a corporation’s articles of
incorporation.77 This exception is specifically included in

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the general powers of a corporation under Section 36 of the

Corporation Code:

SEC. 36. Corporate powers and capacity.—Every

corporation incorporated under this Code has the
power and capacity:

_______________

74  Id., at p. 82.
75  Corp. Code, Sec. 45 provides:
SEC. 45. Ultra vires acts of corporations.—No corporation under this
Code shall possess or exercise any corporate powers except those conferred
by this Code or by its articles of incorporation and except such as are
necessary or incidental to the exercise of the powers so conferred.
76  Republic v. Acoje Mining Company, Inc., 117 Phil. 379, 383; 7 SCRA
361, 365 (1963) [Per J. Bautista Angelo, En Banc].
77  Corp. Code, Sec. 45; id.

 
 
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1. To sue and be sued in its corporate name;  

2. Of succession by its corporate name for the
period of time stated in the articles of incorporation
and the certificate of incorporation;
3. To adopt and use a corporate seal;
4. To amend its articles of incorporation in
accordance with the provisions of this Code;
5. To adopt bylaws, not contrary to law, morals, or
public policy, and to amend or repeal the same in
accordance with this Code;
6. In case of stock corporations, to issue or sell
stocks to subscribers and to sell treasury stocks in
accordance with the provisions of this Code; and to
admit members to the corporation if it be a non-stock
corporation;
7. To purchase, receive, take or grant, hold, convey,
sell, lease, pledge, mortgage and otherwise deal with
such real and personal property, including securities
and bonds of other corporations, as the transaction of
the lawful business of the corporation may reasonably
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and necessarily require, subject to the limitations

prescribed by law and the Constitution;
8. To enter into merger or consolidation with other
corporations as provided in this Code;
9. To make reasonable donations, including those
for the public welfare or for hospital, charitable,
cultural, scientific, civic, or similar purposes:
Provided, That no corporation, domestic or foreign,
shall give donations in aid of any political party or
candidate or for purposes of partisan political activity;
10. To establish pension, retirement, and other
plans for the benefit of its directors, trustees, officers
and employees; and  
11. To exercise such other powers as may be
essential or necessary to carry out its purpose or pur-
 
 
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poses as stated in its articles of incorporation.

(Emphasis supplied)
 
Montelibano, et al. v. Bacolod-Murcia Milling Co., Inc.78
stated the test to determine if a corporate act is in
accordance with its purposes:
 
It is a question, therefore, in each case, of the
logical relation of the act to the corporate purpose
expressed in the charter. If that act is one which is
lawful in itself, and not otherwise prohibited, is done
for the purpose of serving corporate ends, and is
reasonably tributary to the promotion of those ends,
in a substantial, and not in a remote and fanciful,
sense, it may fairly be considered within charter
powers. The test to be applied is whether the act in
question is in direct and immediate furtherance of the
corporation’s business, fairly incident to the express
powers and reasonably necessary to their exercise. If
so, the corporation has the power to do it; otherwise,
not.79 (Emphasis supplied)

As an educational institution, petitioner serves:

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a. To establish, conduct and operate a college or

colleges, and/or university;
b. To acquire properties, real and/or personal, in
connection with the establishment and operation of
such college or colleges;
c. To do and perform the various and sundry acts
and things permitted by the laws of the Philippines
unto corporations like classes and kinds;
d. To engage in agricultural, industrial, and/or
commercial pursuits in line with educational program
of

_______________

78  115 Phil. 18; 5 SCRA 36 (1962) [Per J. J.B.L. Reyes, En Banc].

79  Id., at p. 25; p. 42, quoting 6 Fletcher Cyc. Corp. 266-268 (1950).

 
 
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the corporation and to acquire all properties, real

and personal[,] necessary for the purposes[;]
e. To establish, operate, and/or acquire
broadcasting and television stations also in line with
the educational program of the corporation and for
such other purposes as the Board of Trustees may
determine from time to time;
f. To undertake housing projects of faculty
members and employees, and to acquire real estates
for this purpose;
g. To establish, conduct and operate and/or invest
in educational foundations; [As amended on
December 15, 1965][;]
h. To establish, conduct and operate housing and
dental schools, medical facilities and other related
undertakings;
i. To invest in other corporations. [As amended on
December 9, 1998]. [Amended Articles of
Incorporation of the University of Mindanao, Inc. —
the Petitioner].80
 

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Petitioner does not have the power to mortgage its

properties in order to secure loans of other persons. As an
educational institution, it is limited to developing human
capital through formal instruction. It is not a corporation
engaged in the business of securing loans of others.
Hiring professors, instructors, and personnel; acquiring
equipment and real estate; establishing housing facilities
for personnel and students; hiring a concessionaire; and
other activities that can be directly connected to the
operations and conduct of the education business may
constitute the necessary and incidental acts of an
educational institution.  
Securing FISLAI’s loans by mortgaging petitioner’s
properties does not appear to have even the remotest
connection to

_______________

80  Rollo, p. 81, University of Mindanao, Inc.’s Petition.

 
 
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the operations of petitioner as an educational

institution. Securing loans is not an adjunct of the
educational institution’s conduct of business.81 It does not
appear that securing third party loans was necessary to
maintain petitioner’s business of providing instruction to
individuals.
This court upheld the validity of corporate acts when
those acts were shown to be clearly within the corporation’s
powers or were connected to the corporation’s purposes.
In Pirovano, et al. v. De la Rama Steamship Co.,82 this
court declared valid the donation given to the children of a
deceased person who contributed to the growth of the
corporation.83 This court found that this donation was
within the broad scope of powers and purposes of the
corporation to “aid in any other manner any person . . . in
which any interest is held by this corporation or in the
affairs or prosperity of which this corporation has a lawful
interest.”84

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In Twin Towers Condominium Corporation v. Court of

Appeals, et al.,85 this court declared valid a rule by Twin
Towers Condominium denying delinquent members the
right to use condominium facilities.86 This court ruled that
the condominium’s power to promulgate rules on the use of
facilities and to enforce provisions of the Master Deed was
clear in the Condominium Act, Master Deed, and Bylaws of
the condominium.87 Moreover, the promulgation of such
rule was “reasonably necessary” to attain the purposes of
the condominium project.88

_______________

81  Supra note 76.

82  96 Phil. 335 (1954) [Per J. Bautista Angelo, En Banc].
83  Id., at p. 367.
84  Id., at p. 355.
85  446 Phil. 280; 398 SCRA 203 (2003) [Per J. Carpio, First Division].
86  Id., at pp. 303-304; pp. 216-217.
87  Id., at pp. 305-307; p. 217.
88  Id., at p. 307; p. 220.

 
 
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This court has, in effect, created a presumption that

corporate acts are valid if, on their face, the acts were
within the corporation’s powers or purposes. This
presumption was explained as early as in 1915 in Coleman
v. Hotel De France89 where this court ruled that contracts
entered into by corporations in the exercise of their
incidental powers are not ultra vires.90
Coleman involved a hotel’s cancellation of an
employment contract it executed with a gymnast. One of
the hotel’s contentions was the supposed ultra vires nature
of the contract. It was executed outside its express and
implied powers under the articles of incorporation.91
In ruling in favor of the contract’s validity, this court
considered the incidental powers of the hotel to include the
execution of employment contracts with entertainers for
the purpose of providing its guests entertainment and
increasing patronage.92
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This court ruled that a contract executed by a

corporation shall be presumed valid if on its face its
execution was not beyond the powers of the corporation to
do.93 Thus:
 
When a contract is not on its face necessarily
beyond the scope of the power of the corporation by
which it was made, it will, in the absence of proof to
the contrary, be presumed to be valid. Corporations
are presumed to contract within their powers. The
doctrine of ultra vires, when invoked for or against a
corporation, should not be allowed to prevail where it
would defeat the ends of justice or work a legal
wrong.94

_______________

89  29 Phil. 323 (1915) [Per J. Carson, En Banc].

90  Id., at p. 326.
91  Id., at pp. 324-326.
92  Id., at pp. 326-327.
93  Id., at p. 326.
94   Id., quoting Chicago, Rock Island & Pacific R. R. Co. v. Union
Pacific Ry. Co., 47 Fed. Rep. 15, 22, which in turn quoted Railway Co. v.
McCarthy, 96 U.S. 267.

 
 
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However, this should not be interpreted to mean that

such presumption applies to all cases, even when the act in
question is on its face beyond the corporation’s power to do
or when the evidence contradicts the presumption.
Presumptions are “inference[s] as to the existence of a
fact not actually known, arising from its usual connection
with another which is known, or a conjecture based on past
experience as to what course human affairs ordinarily
take.”95 Presumptions embody values and revealed
behavioral expectations under a given set of circumstances.
Presumptions may be conclusive96 or disputable.97
Conclusive presumptions are presumptions that may not
be overturned by evidence, however strong the evidence
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is.98 They are made conclusive not because there is an

established

_______________

95  Martin v. Court of Appeals, G.R. No. 82248, January 30, 1992, 205
SCRA 591, 595 [Per J. Cruz, First Division], citing VI Manuel V. Moran,
Comments on the Rules of Court, p. 12 (1980) and Perez v. Ysip, 81 Phil.
218 (1948) [Per J. Briones, En Banc].
96  Rules of Court, Rule 131, Sec. 2 provides:
SEC. 2. Conclusive presumptions.—The following are instances of
conclusive presumptions:
(a) Whenever a party has, by his own declaration, act, or
omission, intentionally and deliberately led another to believe a
particular thing true, and to act upon such belief, he cannot, in any
litigation arising out of such declaration, act or omission, be
permitted to falsify it;
(b) The tenant is not permitted to deny the title of his landlord at
the time of the commencement of the relation of landlord and
tenant between them.
97  Rules of Court, Rule 131, Sec. 3 provides:
SEC. 3. Disputable presumptions.—The following presumptions are
satisfactory if uncontradicted, but may be contradicted and overcome by
other evidence: . . . .

 
 
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uniformity in behavior whenever identified

circumstances arise. They are conclusive because they are
declared as such under the law or the rules. Rule 131,
Section 2 of the Rules of Court identifies two (2) conclusive
presumptions:
 
SEC. 2. Conclusive presumptions.—The following
are instances of conclusive presumptions:
(a) Whenever a party has, by his own declaration,
act, or omission, intentionally and deliberately led
another to believe a particular thing true, and to act
upon such belief, he cannot, in any litigation arising
out of such declaration, act or omission, be permitted
to falsify it;
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(b) The tenant is not permitted to deny the title of

his landlord at the time of the commencement of the
relation of landlord and tenant between them.
 
On the other hand, disputable presumptions are
presumptions that may be overcome by contrary
evidence.99 They are disputable in recognition of the
variability of human behavior. Presumptions are not
always true.   They may be wrong under certain
circumstances, and courts are expected to apply them,
keeping in mind the nuances of every experience that may
render the expectations wrong.
Thus, the application of disputable presumptions on a
given circumstance must be based on the existence of
certain facts on which they are meant to operate.
“[P]resumptions are not allegations, nor do they supply
their absence[.]”100 Presumptions are conclusions. They do
not apply when there are no facts or allegations to support
them.
If the facts exist to set in motion the operation of a
disputable presumption, courts may accept the
presumption. How-

_______________

98   Mercado v. Santos, 66 Phil. 215, 222 (1938) [Per J. Laurel, En

Banc], citing Brant v. Morning Journal Association, 80 N.Y.S. 1002, 1004;
81 App. Div. 183 and Joslyn v. Puloer, 59 Hun. 129, 140; 13 N.Y.S. 311.
99   Rules of Court, Rule 131, Sec. 3.
100  De Leon v. Villanueva, 51 Phil. 676, 683 (1928) [Per J. Romualdez,
En Banc].

 
 
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ever, contrary evidence may be presented to rebut the

presumption.
Courts cannot disregard contrary evidence offered to
rebut disputable presumptions. Disputable presumptions
apply only in the absence of contrary evidence or
explanations. This court explained in Philippine Agila
Satellite, Inc. v. Usec. Trinidad-Lichauco:101
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We do not doubt the existence of the presumptions
of “good faith” or “regular performance of official
duty,” yet these presumptions are disputable and may
be contradicted and overcome by other evidence. Many
civil actions are oriented towards overcoming any
number of these presumptions, and a cause of action
can certainly be geared towards such effect. The very
purpose of trial is to allow a party to present evidence
to overcome the disputable presumptions involved.
Otherwise, if trial is deemed irrelevant or unnecessary,
owing to the perceived indisputability of the
presumptions, the judicial exercise would be relegated
to a mere ascertainment of what presumptions apply
in a given case, nothing more. Consequently, the
entire Rules of Court is rendered as excess verbiage,
save perhaps for the provisions laying down the legal
presumptions.
If this reasoning of the Court of Appeals were ever
adopted as a jurisprudential rule, no public officer
could ever be sued for acts executed beyond their
official functions or authority, or for tortious conduct
or behavior, since such acts would “enjoy the
presumption of good faith and in the regular
performance of official duty.” Indeed, few civil actions
of any nature would ever reach the trial stage, if a
case can be adjudicated by a mere determination from
the complaint or answer as to which legal
presumptions are applicable. For example, the
presumption that a person is innocent of a wrong is a
disputable presumption on the same level as that of
the regular per-

_______________

101  522 Phil. 565; 489 SCRA 22 (2006) [Per J. Tinga, Third Division].

 
 
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formance of official duty. A civil complaint for

damages necessarily alleges that the defendant

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committed a wrongful act or omission that would

serve as basis for the award of damages. With the
rationale of the Court of Appeals, such complaint can
be dismissed upon a motion to dismiss solely on the
ground that the presumption is that a person is
innocent of a wrong.102  (Emphasis supplied, citations
omitted)
 
In this case, the presumption that the execution of
mortgage contracts was within petitioner’s corporate
powers does not apply. Securing third party loans is not
connected to petitioner’s purposes as an educational
institution.
 
III
 
Respondent argues that petitioner’s act of mortgaging
its properties to guarantee FISLAI’s loans was consistent
with petitioner’s business interests, since petitioner was
presumably a FISLAI shareholder whose officers and
shareholders interlock with FISLAI. Respondent points out
that petitioner and its key officers held substantial shares
in MSLAI when DSLAI and FISLAI merged. Therefore, it
was safe to assume that when the mortgages were executed
in 1982, petitioner held substantial shares in FISLAI.103
Parties dealing with corporations cannot simply assume
that their transaction is within the corporate powers. The
acts of a corporation are still limited by its powers and
purposes as provided in the law and its articles of
incorporation.
Acquiring shares in another corporation is not a means
to create new powers for the acquiring corporation. Being a
shareholder of another corporation does not automatically
change the nature and purpose of a corporation’s business.

_______________

102  Id., at pp. 584-585; pp. 36-37.

103   Rollo, pp. 272-273, Bangko Sentral ng Pilipinas’ Comment on
Petition for Review.

 
 
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Appropriate amendments must be made either to the

law or the articles of incorporation before a corporation can
validly exercise powers outside those provided in law or the
articles of incorporation. In other words, without an
amendment, what is ultra vires before a corporation
acquires shares in other corporations is still ultra vires
after such acquisition.
Thus, regardless of the number of shares that petitioner
had with FISLAI, DSLAI, or MSLAI, securing loans of
third persons is still beyond petitioner’s power to do. It is
still inconsistent with its purposes under the law104 and its
articles of incorporation.105
In attempting to show petitioner’s interest in securing
FISLAI’s loans by adverting to their interlocking directors
and shareholders, respondent disregards petitioner’s
separate personality from its officers, shareholders, and
other juridical persons.
The separate personality of corporations means that
they are “vest[ed] [with] rights, powers, and attributes [of
their own] as if they were natural persons[.]”106 Their
assets and liabilities are their own and not their officers’,
shareholders’, or another corporation’s. In the same vein,
the assets and liabilities of their officers and shareholders
are not the corporations’. Obligations incurred by
corporations are not obligations of their officers and
shareholders. Obligations of officers and shareholders are
not obligations of corporations.107 In other words, corporate
interests are separate from the personal interests of the
natural persons that comprise corporations.
Corporations are given separate personalities to allow
natural persons to balance the risks of business as they ac-

_______________

104  Corp. Code, Sec. 36.

105  Rollo, p. 81, University of Mindanao’s Petition.
106  Lanuza, Jr. v. BF Corporation, G.R. No. 174938, October 1, 2014,
737 SCRA 275, 296 [Per J. Leonen, Second Division].
107  Id., at pp. 295-296.

 
 
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cumulate capital. They are, however, given limited

competence as a means to protect the public from
fraudulent acts that may be committed using the separate
juridical personality given to corporations.
Petitioner’s key officers, as shareholders of FISLAI, may
have an interest in ensuring the viability of FISLAI by
obtaining a loan from respondent and securing it by
whatever means. However, having interlocking officers and
stockholders with FISLAI does not mean that petitioner, as
an educational institution, is or must necessarily be
interested in the affairs of FISLAI.  
Since petitioner is an entity distinct and separate not
only from its own officers and shareholders but also from
FISLAI, its interests as an educational institution may not
be consistent with FISLAI’s.  
Petitioner and FISLAI have different constituencies.
Petitioner’s constituents comprise persons who have
committed to developing skills and acquiring knowledge in
their chosen fields by availing the formal instruction
provided by petitioner. On the other hand, FISLAI is a
thrift bank, which constituencies comprise investors.
While petitioner and FISLAI exist ultimately to benefit
their stockholders, their constituencies affect the means by
which they can maintain their existence. Their interests
are congruent with sustaining their constituents’ needs
because their existence depends on that. Petitioner can
exist only if it continues to provide for the kind and quality
of instruction that is needed by its constituents. Its
operations and existence are placed at risk when resources
are used on activities that are not geared toward the
attainment of its purpose. Petitioner has no business in
securing FISLAI, DSLAI, or MSLAI’s loans. This activity is
not compatible with its business of providing quality
instruction to its constituents.  
Indeed, there are instances when we disregard the
separate corporate personalities of the corporation and its
stock-
 
 
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Pilipinas
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holders, directors, or officers. This is called piercing of

the corporate veil.
Corporate veil is pierced when the separate personality
of the corporation is being used to perpetrate fraud,
illegalities, and injustices.108 In Lanuza, Jr. v. BF
Corporation:109
 
Piercing the corporate veil is warranted when “[the
separate personality of a corporation] is used as a
means to perpetrate fraud or an illegal act, or as a
vehicle for the evasion of an existing obligation, the
circumvention of statutes, or to confuse legitimate
issues.” It is also warranted in alter ego cases “where
a corporation is merely a farce since it is a mere alter
ego or business conduit of a person, or where the
corporation is so organized and controlled and its
affairs are so conducted as to make it merely an
instrumentality, agency, conduit or adjunct of another
corporation.”110
 
These instances have not been shown in this case. There
is no evidence pointing to the possibility that petitioner
used its separate personality to defraud third persons or
commit illegal acts. Neither is there evidence to show that
petitioner was merely a farce of a corporation. What has
been shown instead was that petitioner, too, had been
victimized by fraudulent and unauthorized acts of its own
officers and directors.
In this case, instead of guarding against fraud, we
perpetuate fraud if we accept respondent’s contentions.

_______________

108  Id., at p. 299.

109  Id.
110  Id., at p. 299, citing Heirs of Fe Tan Uy v. International Exchange
Bank, G.R. No. 166282, February 13, 2013, 690 SCRA 519, 526 [Per J.
Mendoza, Third Division] and Pantranco Employees Association (PEA-
PTGWO) v. National Labor Relations Commission, 600 Phil. 645, 663; 581
SCRA 598, 616 (2009) [Per J. Nachura, Third Division].

 
 
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Pilipinas

IV
 
Petitioner argues that it did not authorize Saturnino
Petalcorin to mortgage its properties on its behalf. There
was no board resolution to that effect. Thus, the mortgages
executed by Saturnino Petalcorin were unenforceable.111
The mortgage contracts executed in favor of respondent
do not bind petitioner. They were executed without
authority from petitioner.
Petitioner must exercise its powers and conduct its
business through its Board of Trustees. Section 23 of the
Corporation Code provides:
 
SEC. 23. The board of directors or trustees.—
Unless otherwise provided in this Code, the corporate
powers of all corporations formed under this Code
shall be exercised, all business conducted and all
property of such corporations controlled and held by
the board of directors or trustees to be elected from
among the holders of stocks, or where there is no
stock, from among the members of the corporation,
who shall hold office for one (1) year and until their
successors are elected and qualified.
 
Being a juridical person, petitioner cannot conduct its
business, make decisions, or act in any manner without
action from its Board of Trustees. The Board of Trustees
must act as a body in order to exercise corporate powers.
Individual trustees are not clothed with corporate powers
just by being a trustee. Hence, the individual trustee
cannot bind the corporation by himself or herself.  
The corporation may, however, delegate through a board
resolution its corporate powers or functions to a
representative, subject to limitations under the law and the
corporation’s articles of incorporation.112

_______________

111  Rollo, p. 88, University of Mindanao, Inc.’s Petition.

112  Corp. Code, Sec. 45 provides:

 
 
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The relationship between a corporation and its

representatives is governed by the general principles of
agency.113 Article 1317 of the Civil Code provides that there
must be authority from the principal before anyone can act
in his or her name:

ART. 1317. No one may contract in the name of

another without being authorized by the latter, or
unless he has by law a right to represent him.
 
Hence, without delegation by the board of directors or
trustees, acts of a person — including those of the
corporation’s directors, trustees, shareholders, or officers —
executed on behalf of the corporation are generally not
binding on the corporation.114
Contracts entered into in another’s name without
authority or valid legal representation are generally
unenforceable.  The Civil Code provides:
 
ART. 1317. . . .
A contract entered into in the name of another by
one who has no authority or legal representation, or
who has

_______________

SEC. 45. Ultra vires acts of corporations.—No corporation under this

Code shall possess or exercise any corporate powers except those conferred
by this Code or by its articles of incorporation and except such as are
necessary or incidental to the exercise of the powers so conferred.
See also AF Realty & Development, Inc. v. Dieselman Freight Services,
Co., 424 Phil. 446, 454; 373 SCRA 385, 391 (2002) [Per J. Sandoval-
Gutierrez, Third Division].
113   See Yasuma v. Heirs of Cecilio S. de Villa, 531 Phil. 62, 68; 499
SCRA 466, 471 (2006) [Per J. Corona, Second Division], citing San Juan
Structural and Steel Fabricators, Inc. v. Court of Appeals, 357 Phil. 631,
644; 296 SCRA 631, 645 (1998) [Per J. Panganiban, First Division].
114  Premium Marble Resources, Inc. v. Court of Appeals, 332 Phil. 10,
18; 264 SCRA 11, 18 (1996) [Per J. Torres, Jr., Second Division]; see also
People’s Aircargo and Warehousing Co., Inc. v. Court of Appeals, 357 Phil.
850, 862; 297 SCRA 170, 182 (1998) [Per J. Panganiban, First Division].

 
 
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acted beyond his powers, shall be unenforceable,

unless it is ratified, expressly or impliedly, by the
person on whose behalf it has been executed, before it
is revoked by the other contracting party.
....
ART. 1403. The following contracts are
unenforceable, unless they are ratified:
(1) Those entered into in the name of another
person by one who has been given no authority or
legal representation, or who has acted beyond his
powers[.]
 
The unenforceable status of contracts entered into by an
unauthorized person on behalf of another is based on the
basic principle that contracts must be consented to by both
parties.115 There is no contract without meeting of the
minds as to the subject matter and cause of the obligations
created under the contract.116
Consent of a person cannot be presumed from
representations of another, especially if obligations will be
incurred as a result. Thus, authority is required to make
actions made on his or her behalf binding on a person.
Contracts entered into

_______________

115  Civil Code, Art. 1318 provides:

ART. 1318. There is no contract unless the following requisites
concur:
(1) Consent of the contracting parties;
(2) Object certain which is the subject matter of the contract;
(3) Cause of the obligation which is established.
116  Civil Code, Arts. 1305 and 1318 provide:
ART. 1305. A contract is a meeting of minds between two persons
whereby one binds himself, with respect to the other, to give something or
to render some service.
....
ART. 1318. There is no contract unless the following requisites
concur:
(1) Consent of the contracting parties;
(2) Object certain which is the subject matter of the contract;
(3) Cause of the obligation which is established.
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by persons without authority from the corporation shall

generally be considered ultra vires and unenforceable117
against the corporation.
Two trial courts118 found that the Secretary’s Certificate
and the board resolution were either nonexistent or
fictitious. The trial courts based their findings on the
testimony of the Corporate Secretary, Aurora de Leon
herself. She signed the Secretary’s Certificate and the
excerpt of the minutes of the alleged board meeting
purporting to authorize Saturnino Petalcorin to mortgage
petitioner’s properties. There was no board meeting to that
effect. Guillermo B. Torres ordered the issuance of the
Secretary’s Certificate. Aurora de Leon’s testimony was
corroborated by Saturnino Petalcorin.

_______________

117  Civil Code, Arts. 1403(1), 1404, and 1317 provide:

ART. 1403. The following contracts are unenforceable, unless they
are ratified:
(1) Those entered into in the name of another person by one who has
been given no authority or legal representation, or who has acted beyond
his powers;
....
ART. 1404. Unauthorized contracts are governed by Article 1317 and
the principles of agency in Title X of this Book.
....
ART. 1317. No one may contract in the name of another without
being authorized by the latter, or unless he has by law a right to represent
him.
A contract entered into in the name of another by one who has no
authority or legal representation, or who has acted beyond his powers,
shall be unenforceable, unless it is ratified, expressly or impliedly by the
person on whose behalf it has been executed, before it is revoked by the
other contracting party.
118  Two Complaints were filed before two separate trial courts: Iligan
City Regional Trial Court and Cagayan de Oro City Regional Trial Court.

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Even the Court of Appeals, which reversed the trial
courts’ decisions, recognized that “BSP failed to prove that
the UM Board of Trustees actually passed a Board
Resolution authorizing Petalcorin to mortgage the subject
real properties[.]”119
Well-entrenched is the rule that this court, not being a
trier of facts, is bound by the findings of fact of the trial
courts and the Court of Appeals when such findings are
supported by evidence on record.120 Hence, not having the
proper board resolution to authorize Saturnino Petalcorin
to execute the mortgage contracts for petitioner, the
contracts he executed are unenforceable against petitioner.
 They cannot bind petitioner.
However, personal liabilities may be incurred by
directors who assented to such unauthorized act121 and by
the person who contracted in excess of the limits of his or
her authority without the corporation’s knowledge.122
 
V
 
Unauthorized acts that are merely beyond the powers of
the corporation under its articles of incorporation are not
void ab initio. 

_______________

119  Rollo, p. 32, Court of Appeals Decision.

120  See Ramos, Sr. v. Gatchalian Realty, Inc., 238 Phil. 689, 698; 154
SCRA 703, 712 (1987) [Per J. Gutierrez, Jr., Third Division].
121  Corp. Code, Sec. 31 provides:
SEC. 31. Liability of directors, trustees or officers.—Directors or
trustees who wilfully and knowingly vote for or assent to patently
unlawful acts of the corporation or who are guilty of gross negligence or
bad faith in directing the affairs of the corporation . . . shall be liable
jointly and severally for all damages resulting therefrom suffered by the
corporation, its stockholders or members and other persons[.]
122  Civil Code, Art. 1897 provides:
ART. 1897. The agent who acts as such is not personally liable to the
party with whom he contracts, unless he expressly binds himself or
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exceeds the limits of his authority without giving such party sufficient
notice of his powers.

 
 
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In Pirovano, et al., this court explained that corporate

acts may be ultra vires but not void.123 Corporate acts may
be capable of ratification:124
 
[A] distinction should be made between corporate
acts or contracts which are illegal and those which are
merely ultra vires. The former contemplates the doing
of an act which is contrary to law, morals, or public
order, or contravene some rules of public policy or
public duty, and are, like similar transactions
between individuals, void. They cannot serve as basis
of a court action, nor acquire validity by performance,
ratification, or estoppel. Mere ultra vires acts, on the
other hand, or those which are not illegal and void ab
initio, but are not merely within the scope of the
articles of incorporation, are merely voidable and may
become binding and enforceable when ratified by the
stockholders.125
 
Thus, even though a person did not give another person
authority to act on his or her behalf, the action may be
enforced against him or her if it is shown that he or she
ratified it or allowed the other person to act as if he or she
had full authority to do so. The Civil Code provides:
 
ART. 1910. The principal must comply with all
the obligations which the agent may have contracted
within the scope of his authority.
As for any obligation wherein the agent has
exceeded his power, the principal is not bound except
when he ratifies it expressly or tacitly.
ART. 1911. Even when the agent has exceeded
his authority, the principal is solidarily liable with
the agent if the former allowed the latter to act as
though he had full powers. (Emphasis supplied)

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123  Pirovano v. De la Rama Steamship Co., supra note 82 at p. 360.

124  Id.
125  Id.

 
 
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Ratification is a voluntary and deliberate confirmation

or adoption of a previous unauthorized act.126 It converts
the unauthorized act of an agent into an act of the
principal.127 It cures the lack of consent at the time of the
execution of the contract entered into by the
representative, making the contract valid and
128
enforceable. It is, in essence, consent belatedly given
through express or implied acts that are deemed a
confirmation or waiver of the right to impugn the
unauthorized act.129 Ratification has the effect of placing
the principal in a position as if he or she signed the original
contract. In Board of Liquidators v. Heirs of M. Kalaw, et
al.:130
 
Authorities, great in number, are one in the idea
that “ratification by a corporation of an unauthorized
act or contract by its officers or others relates back to
the

_______________

126  See Yasuma v. Heirs of Cecilio S. de Villa, supra note 113 at at p.

68; p. 474 and Lim v. Court of Appeals, Mindanao Station, G.R. No.
192615, January 30, 2013, 689 SCRA 705, 711-712 [Per J. Brion, Second
Division].
127  Id.
128  Civil Code, Art. 1396 provides:
ART. 1396. Ratification cleanses the contract from all its defects from
the moment it was constituted. Pirovano v. De la Rama Steamship Co.,
supra note 82 at p. 362.
129  Civil Code, Arts. 1392 and 1393 provide:
ART. 1392. Ratification extinguishes the action to annul a voidable
contract.

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ART. 1393. Ratification may be effected expressly or tacitly. It is

understood that there is a tacit ratification if, with knowledge of the
reason which renders the contract voidable and such reason having
ceased, the person who has a right to invoke it should execute an act
which necessarily implies an intention to waive his right.
See Woodchild Holdings, Inc. v. Roxas Electric and Construction
Company, Inc., 479 Phil. 896, 910-911; 436 SCRA 235, 247 (2004) [Per J.
Callejo, Sr., Second Division].
130  127 Phil. 399; 20 SCRA 987 (1967) [Per J. Sanchez, En Banc].

 
 
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time of the act or contract ratified, and is

equivalent to original authority”; and that “[t]he
corporation and the other party to the transaction are
in precisely the same position as if the act or contract
had been authorized at the time.” The language of one
case is expressive: “The adoption or ratification of a
contract by a corporation is nothing more nor less
than the making of an original contract. The theory of
corporate ratification is predicated on the right of a
corporation to contract, and any ratification or
adoption is equivalent to a grant of prior
authority.”131 (Citations omitted)
 
Implied ratification may take the form of silence,
acquiescence, acts consistent with approval of the act, or
acceptance or retention of benefits.132 However, silence,
acquiescence, retention of benefits, and acts that may be
interpreted as approval of the act do not by themselves
constitute implied ratification. For an act to constitute an
implied ratification, there must be no acceptable
explanation for the act other than that there is an intention
to adopt the act as his or her own.133 “[It] cannot be
inferred from acts that a principal has a right to do
independently of the unauthorized act of the agent.”134
No act by petitioner can be interpreted as anything close
to ratification. It was not shown that it issued a resolution
ratifying the execution of the mortgage contracts. It was
not shown that it received proceeds of the loans secured by
the mortgage contracts. There was also no showing that it
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received any consideration for the execution of the

mortgage contracts. It even appears that petitioner was
unaware of the

_______________

131  Id., at p. 420; p. 1006; see also De Jesus v. Daza, 77 Phil. 152, 160
(1946) [Per J. Hilado, En Banc].
132  Yasuma v. Heirs of Cecilio S. de Villa, supra note 113 at
p. 68; p. 472.
133   See also Woodchild Holdings, Inc. v. Roxas Electric and
Construction Company, Inc., supra note 129 at p. 915; p. 250.
134  Id.

 
 
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mortgage contracts until respondent notified it of its

desire to foreclose the mortgaged properties.
Ratification must be knowingly and voluntarily done.135
Petitioner’s lack of knowledge about the mortgage executed
in its name precludes an interpretation that there was any
ratification on its part.
Respondent further argues that petitioner is presumed
to have knowledge of its transactions with respondent
because its officers, the Spouses Guillermo and Dolores
Torres, participated in obtaining the loan.136
Indeed, a corporation, being a person created by mere
fiction of law, can act only through natural persons such as
its directors, officers, agents, and representatives. Hence,
the general rule is that knowledge of an officer is
considered knowledge of the corporation.
However, even though the Spouses Guillermo and
Dolores Torres were officers of both the thrift banks and
petitioner, their knowledge of the mortgage contracts
cannot be considered as knowledge of the corporation.
The rule that knowledge of an officer is considered
knowledge of the corporation applies only when the officer
is acting within the authority given to him or her by the
corporation. In Francisco v. Government Service Insurance
System:137

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Knowledge of facts acquired or possessed by an

officer or agent of a corporation in the course of his
employment, and in relation to matters within the
scope of his

_______________

135  Yasuma v. Heirs of Cecilio S. de Villa, supra note 113 at p. 68; pp.
471-472.
136  Rollo, p. 284, Bangko Sentral ng Pilipinas’ Comment on Petition
for Review.
137  117 Phil. 586; 7 SCRA 577 (1963) [Per J. J. B. L. Reyes, En Banc].

 
 
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authority, is notice to the corporation, whether he

communicates such knowledge or not.138
The public should be able to rely on and be protected
from the representations of a corporate representative
acting within the scope of his or her authority. This is why
an authorized officer’s knowledge is considered knowledge
of corporation. However, just as the public should be able to
rely on and be protected from corporate representations,
corporations should also be able to expect that they will not
be bound by unauthorized actions made on their account.
Thus, knowledge should be actually communicated to
the corporation through its authorized representatives. A
corporation cannot be expected to act or not act on a
knowledge that had not been communicated to it through
an authorized representative. There can be no implied
ratification without actual communication. Knowledge of
the existence of contract must be brought to the
corporation’s representative who has authority to ratify it.
Further, “the circumstances must be shown from which
such knowledge may be presumed.”139
The Spouses Guillermo and Dolores Torres’ knowledge
cannot be interpreted as knowledge of petitioner. Their
knowledge was not obtained as petitioner’s representatives.
It was not shown that they were acting for and within the
authority given by petitioner when they acquired
knowledge of the loan transactions and the mortgages. The
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knowledge was obtained in the interest of and as

representatives of the thrift banks.
 
VI
 
Respondent argues that Saturnino Petalcorin was
clothed with the authority to transact on behalf of
petitioner, based

_______________

138   Id., at p. 595; pp. 584-585, quoting Ballentine, Law on

Corporations, Sec. 112.
139  Yu Chuck v. “Kong Li Po,” 46 Phil. 608, 615 (1924) [Per J. Ostrand,
En Banc].

 
 
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on the board resolution dated March 30, 1982 and

Aurora de Leon’s notarized Secretary’s Certificate.140
According to respondent, petitioner is bound by the
mortgage contracts executed by Saturnino Petalcorin.141
This court has recognized presumed or apparent
authority or capacity to bind corporate representatives in
instances when the corporation, through its silence or other
acts of recognition, allowed others to believe that persons,
through their usual exercise of corporate powers, were
conferred with authority to deal on the corporation’s
behalf.142
The doctrine of apparent authority does not go into the
question of the corporation’s competence or power to do a
particular act. It involves the question of whether the
officer has the power or is clothed with the appearance of
having the power to act for the corporation. A finding that
there is apparent authority is not the same as a finding
that the corporate act in question is within the
corporation’s limited powers.
The rule on apparent authority is based on the principle
of estoppel. The Civil Code provides:
 

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ART. 1431. Through estoppel an admission or

representation is rendered conclusive upon the person
making it, and cannot be denied or disproved as
against the person relying thereon.
....
ART. 1869. Agency may be express, or implied
from the acts of the principal, from his silence or lack
of action, or

_______________

140  Rollo, p. 34, Court of Appeals Decision, and p. 280, Bangko Sentral
ng Pilipinas’ Comment on Petition for Review.
141   Id., at pp. 277-278, Bangko Sentral ng Pilipinas’ Comment on
Petition for Review.
142   People’s Aircargo and Warehousing Co., Inc. v. Court of Appeals,
supra note 114 at p. 865; p. 186; Yao Ka Sin Trading v. Court of Appeals,
G.R. No. 53820, June 15, 1992, 209 SCRA 763, 781-782 [Per J. Davide, Jr.,
Third Division].

 
 
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his failure to repudiate the agency, knowing that

another person is acting on his behalf without
authority.
Agency may be oral, unless the law requires a
specific form.
 
A corporation is estopped by its silence and acts of
recognition because we recognize that there is information
asymmetry between third persons who have little to no
information as to what happens during corporate meetings,
and the corporate officers, directors, and representatives
who are insiders to corporate affairs.143
In People’s Aircargo and Warehousing Co., Inc. v. Court
of Appeals,144 this court held that the contract entered into
by the corporation’s officer without a board resolution was
binding upon the corporation because it previously allowed
the officer to contract on its behalf despite the lack of board
resolution.145

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In Francisco, this court ruled that Francisco’s proposal

for redemption of property was accepted by and binding
upon the Government Service Insurance System. This
court did not appreciate the Government Service Insurance
System’s defense that since it was the Board Secretary and
not the General Manager who sent Francisco the
acceptance telegram, it could not be made binding upon the
Government Service Insurance System. It did not authorize
the Board Secretary to sign for the General Manager. This
court appreciated the Government Service Insurance
System’s failure to disown the telegram sent by the Board
Secretary and its silence while it

_______________

143   See Associated Bank v. Pronstroller, 580 Phil. 104, 119-120; 558
SCRA 113, 129 (2008) [Per J. Nachura, Third Division].
144   People’s Aircargo and Warehousing Co., Inc. v. Court of Appeals,
supra note 114.
145  Id., at p. 864; p. 184.

 
 
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accepted all payments made by Francisco for the

redemption of property.146
There can be no apparent authority and the corporation
cannot be estopped from denying the binding affect of an
act when there is no evidence pointing to similar acts and
other circumstances that can be interpreted as the
corporation holding out a representative as having
authority to contract on its behalf. In Advance Paper
Corporation v. Arma Traders Corporation,147 this court had
the occasion to say:

The doctrine of apparent authority does not apply if the

principal did not commit any acts or conduct which a third
party knew and relied upon in good faith as a result of the
exercise of reasonable prudence. Moreover, the agent’s acts
or conduct must have produced a change of position to the
third party’s detriment.148 (Citation omitted)

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Saturnino Petalcorin’s authority to transact on behalf of

petitioner cannot be presumed based on a Secretary’s
Certificate and excerpt from the minutes of the alleged
board meeting that were found to have been simulated.
These documents cannot be considered as the corporate
acts that held out Saturnino Petalcorin as petitioner’s
authorized representative for mortgage transactions. They
were not supported by an actual board meeting.149

VII
Respondent argues that it may rely on the Secretary’s
Certificate issued by Aurora de Leon because it was
notarized.

_______________

146  Francisco v. Government Service Insurance System, supra note 137

at pp. 592-595; p. 584.
147  G.R. No. 176897, December 11, 2013, 712 SCRA 313 [Per J. Brion,
Second Division].
148  Id., at p. 330.
149  Rollo, p. 24, Court of Appeals Decision.

 
 
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The Secretary’s Certificate was void whether or not it

was notarized.  
Notarization creates a presumption of regularity and
authenticity on the document. This presumption may be
rebutted by “strong, complete and conclusive proof”150 to
the contrary. While notarial acknowledgment “attaches full
faith and credit to the document concerned[,]”151 it does not
give the document its validity or binding effect. When there
is evidence showing that the document is invalid, the
presumption of regularity or authenticity is not applicable.
In Basilio v. Court of Appeals,152 this court was
convinced that the purported signatory on a deed of sale
was not as represented, despite testimony from the notary
public that the signatory appeared before him and signed
the instrument.153 Apart from finding that there was
forgery,154 this court noted:
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The notary public, Atty. Ruben Silvestre, testified
that he was the one who notarized the document and
that Dionisio Z. Basilio appeared personally before
him and signed the instrument himself. However, he
admitted that he did not know Dionisio Z. Basilio
personally to ascertain if the person who signed the
document was actually Dionisio Z. Basilio himself, or
another person who stood in his place. He could not
even recall whether the document had been executed
in his office or not.
Thus, considering the testimonies of various
witnesses and a comparison of the signature in
question with admittedly genuine signatures, the
Court is convinced that Dionisio Z. Basilio did not
execute the questioned deed of

_______________

150   Sales v. Court of Appeals, G.R. No. 40145, July 29, 1992, 211
SCRA 858, 865 [Per J. Romero, Third Division].
151  Id.
152  400 Phil. 120; 346 SCRA 321 (2000) [Per J. Pardo, First Division].
153  Id., at pp. 125-126; p. 325.
154  Id., at p. 125; p. 326.

 
 
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sale. Although the questioned deed of sale was a

public document having in its favor the presumption
of regularity, such presumption was adequately
refuted by competent witnesses showing its forgery and
the Court’s own visual analysis of the document.155
(Emphasis supplied, citations omitted)
 
In Suntay v. Court of Appeals,156 this court held that a
notarized deed of sale was void because it was a mere
sham.157 It was not intended to have any effect between the
parties.158 This court said:
 

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[I]t is not the intention nor the function of the

notary public to validate and make binding an
instrument never, in the first place, intended to have
any binding legal effect upon the parties thereto.159
 
Since the notarized Secretary’s Certificate was found to
have been issued without a supporting board resolution, it
produced no effect.   It is not binding upon petitioner. It
should not have been relied on by respondent especially
given its status as a bank.  
 
VIII
 
The banking institution is “impressed with public
interest”160 such that the public’s faith is “of paramount
importance.”161 Thus, banks are required to exercise the
highest

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155  Id., at p. 126; pp. 325-326.

156  321 Phil. 809; 251 SCRA 430 (1995) [Per J. Hermosisima, Jr., First
Division].
157  Id., at pp. 835-836; p. 452.
158  Id., at p. 834; p. 452.
159  Id.
160   See Philippine Commercial International Bank v. Court of
Appeals, 403 Phil. 361, 388; 350 SCRA 446, 472 (2001) [Per J.
Quisumbing, Second Division].
161  Id.

 
 
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degree of diligence in their transactions.162 In China

Banking Corporation v. Lagon,163 this court found that the
bank was not a mortgagee in good faith for its failure to
question the due execution of a Special Power of Attorney
that was presented to it in relation to a mortgage
contract.164 This court said:
Though petitioner is not expected to conduct an
exhaustive investigation on the history of the mortgagor’s
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title, it cannot be excused from the duty of exercising the

due diligence required of a banking institution. Banks are
expected to exercise more care and prudence than private
individuals in their dealings, even those that involve
registered lands, for their business is affected with public
interest.165 (Citations omitted)
For its failure to exercise the degree of diligence
required of banks, respondent cannot claim good faith in
the execution of the mortgage contracts with Saturnino
Petalcorin. Respondent’s witness, Daciano Paguio, Jr.,
testified that there was no board resolution authorizing
Saturnino Petalcorin to act on behalf of petitioner.166
Respondent did not inquire further as to Saturnino
Petalcorin’s authority.
 
Banks cannot rely on assumptions. This will be contrary
to the high standard of diligence required of them.
 
IX
 
According to respondent, the annotations of respondent’s
mortgage interests on the certificates of titles of petitioner’s
properties operated as constructive notice to petitioner of
the
 
 
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existence of such interests.167 Hence, petitioners are now
estopped from claiming that they did not know about the
mortgage.
Annotations of adverse claims on certificates of title to
properties operate as constructive notice only to third
parties — not to the court or the registered owner. In
Sajonas v. Court of Appeals:168
 
[A]nnotation of an adverse claim is a measure
designed to protect the interest of a person over a
piece of real property where the registration of such
interest or right is not otherwise provided for by the
Land Registration Act or Act 496 (now [Presidential
Decree No.] 1529 or the Property Registration
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Decree), and serves a warning to third parties dealing

with said property that someone is claiming an
interest on the same or a better right than that of the
registered owner thereof.169 (Emphasis supplied)

Annotations are merely claims of interest or claims of

the legal nature and incidents of relationship between the
person whose name appears on the document and the
person who caused the annotation. It does not say anything
about the validity of the claim or convert a defective claim
or document into a valid one.170 These claims may be
proved or disproved during trial.
Thus, annotations are not conclusive upon courts or
upon owners who may not have reason to doubt the
security of their claim as their properties’ title holders.
WHEREFORE, the Petition is GRANTED. The Court
of Appeals’ Decision dated December 17, 2009 is
REVERSED

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167  Id., at pp. 285-286.

168   327 Phil. 689; 258 SCRA 79 (1996) [Per J. Torres, Jr., Second
Division].
169  Id., at pp. 701-702; p. 97.
170   See Cuaño v. Court of Appeals, G.R. No. 107159, September 26,
1994, 237 SCRA 122, 136-137 [Per J. Feliciano, Third Division].

 
 
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and SET ASIDE. The Regional Trial Courts’ Decisions

of November 23, 2001 and December 7, 2001 are
REINSTATED.
SO ORDERED.

Carpio (Chairperson), Brion, Del Castillo and

Mendoza, JJ., concur.

Petition granted, judgment reversed and set aside.

Notes.—Apparent authority is determined only by the

acts of the principal and not by the acts of the agent.
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(Banate vs. Philippine Countryside Rural Bank [Liloan,

Cebu], Inc., 625 SCRA 21 [2010])
A corporation may be held in estoppel from denying as
against third persons the authority of its officers or agents
who have clothed by it with ostensible or apparent
authority; Apparent authority, or what is sometimes
referred to as the “holding out” theory, or doctrine of
ostensible agency, imposes liability, not as the result of the
reality of a contractual relationship, but rather because of
the actions of a principal or an employer in somehow
misleading the public into believing that the relationship or
the authority exists. (Megan Sugar Corporation vs.
Regional Trial Court of Iloilo, Branch 68, Dumangas, Iloilo,
650 SCRA 100 [2011])
 
 
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