Philippine National Bank vs Court of Appeals and Rita Tapnio

G.R. No. L-27155 – 83 SCRA 237 – Mercantile Law – Corporation Law – Corporation’s Liability for Negligence

Rita Tapnio owes PNB an amount of P2,. The amount is secured by her sugar crops about to be harvested including her export quota allocation worth 1,000 piculs. The said export quota was later dealt by Tapnio to a certain Jacobo Tuazon at per picul or a total of P2,500. Since the subject of the deal is mortgaged with PNB, the latter has to approve it. The branch manager of PNB recommended that the price should be at per picul which was the prevailing minimum amount allowable. Tapnio and Tuazon agreed to the said amount. And so the bank manager recommended the agreement to the vice president of PNB. The vice president in turn recommended it to the board of directors of PNB.

However, the Board of Directors wanted to raise the price to per picul. This Tuazon does not want hence he backed out from the agreement. This resulted to Tapnio not being able to realize profit and at the same time rendered her unable to pay her P2, crop loan which would have been covered by her agreement with Tuazon.

Eventually, Tapnio was sued by her other creditors and Tapnio filed a third party complaint against PNB where she alleged that her failure to pay her debts was because of PNB’s negligence and unreasonableness.

ISSUE: Whether or not Tapnio is correct.

HELD: Yes. In this type of transaction, time is of the essence considering that Tapnio’s sugar quota for said year needs to be utilized ASAP otherwise her allotment may be assigned to someone else, and if she can’t use it, she won’t be able to export her crops. It is unreasonable for PNB’s board of directors to disallow the agreement between Tapnio and Tuazon because of the mere difference of in the agreed price rate. What makes it more unreasonable is the fact that the was recommended both by the bank manager and PNB’s VP yet it was disapproved by the board. Further, the per picul rate is the minimum allowable rate pursuant to prevailing market trends that time. This unreasonable stand reflects PNB’s lack of the reasonable degree of care and vigilance in attending to the matter. PNB is therefore negligent.

A corporation is civilly liable in the same manner as natural persons for torts, because “generally speaking, the rules governing the liability of a principal or master for a tort committed by an agent or servant are the same whether the principal or master be a natural person or a corporation, and whether the servant or agent be a natural or artificial person. All of the authorities agree that a principal or master is liable for every tort which it expressly directs or authorizes, and this is just as true of a corporation as of a natural person, a corporation is liable, therefore, whenever a tortious act is committed by an officer or agent under express direction or authority from the stockholders or members acting as a body, or, generally, from the directors as the governing body.”

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