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5 Litonjua Jr. v. Eternit Corp.

Facts:

Eternit Corp manufactures roofing and pipe products - owns 47K Sq. m. land in Mandaluyong5 Litonjua Jr. v. Eternit Corp. Facts: 90% of shares owned by Eteroutremer S.A. Corp. laws

90% of shares owned by Eteroutremer S.A. Corp. laws of Belgiumand pipe products - owns 47K Sq. m. land in Mandaluyong Glanville - GM and president

Glanville - GM and president of ECof shares owned by Eteroutremer S.A. Corp. laws of Belgium Delsaux - Regional Director for Asia

Delsaux - Regional Director for Asia of ESACCorp. laws of Belgium Glanville - GM and president of EC 1986 - Marcos destabilization -

1986 - Marcos destabilization - Committee for ESAC instructed Adams, member of EC’s BOD to dispose of the landpresident of EC Delsaux - Regional Director for Asia of ESAC Adams engaged broker Marquez to

Adams engaged broker Marquez to off er sale to buyers - he o ff ered to Litonjua Authorized to sell er sale to buyers - he o ered to Litonjua Authorized to sell for Php 27M

- he o ff ered to Litonjua Authorized to sell for Php 27M Litonjua countero ff
Litonjua countero ff ered Php 20M Marquez informed Glanville and Delsaux of the counter o
Litonjua countero ff ered Php 20M Marquez informed Glanville and Delsaux of the counter o
Litonjua countero ff ered Php 20M Marquez informed Glanville and Delsaux of the counter o
Litonjua countero ff ered Php 20M Marquez informed Glanville and Delsaux of the counter o
Litonjua countero ff ered Php 20M Marquez informed Glanville and Delsaux of the counter o
Litonjua countero ff ered Php 20M Marquez informed Glanville and Delsaux of the counter o

Litonjua countero ered Php 20M Marquez informed Glanville and Delsaux of the counter o er, Delsaux did not respond Glanville telexed Delsaux who countero ered USD 1M and Php 2.5M to cover all existing obligations Marquez informed Litonjua who accepted Delsaux’ oer Litonjua deposited USD 1M Glanville confirmed then sent a letter on May 1987 saying that the sale would no longer push through - BOD denied sale

1M Glanville confirmed then sent a letter on May 1987 saying that the sale would no
1M Glanville confirmed then sent a letter on May 1987 saying that the sale would no
1M Glanville confirmed then sent a letter on May 1987 saying that the sale would no
1M Glanville confirmed then sent a letter on May 1987 saying that the sale would no
1M Glanville confirmed then sent a letter on May 1987 saying that the sale would no

Litonjuas demanded damagesthat the sale would no longer push through - BOD denied sale RTC found for EC

RTC found for EC - no board resolution, Glanville and Delsaux were not authorized by the BODpush through - BOD denied sale Litonjuas demanded damages CA a ffi rmed Issues: W.O.N. the

CA a ffi rmed rmed

Issues:

were not authorized by the BOD CA a ffi rmed Issues: W.O.N. the sale is valid

W.O.N. the sale is valid No - petitioners failed to prove that Adams, Glanville and Delsaux or Marquez were empowered to sell the properties Agency must be established by clear, certain and specific proof

must be established by clear, certain and specific proof Sec. 23 of Corp Code of the
must be established by clear, certain and specific proof Sec. 23 of Corp Code of the

Sec. 23 of Corp Code of the Phils - 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 offi ce for one (1) year and until their successors are elected and qualified Sec. ce for one (1) year and until their successors are elected and qualified Sec. 23 of Corp Code of the Phils - Corporate powers and capacity.— Every corporation incorporated under this Code has the power and capacity: To purchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage and otherwise deal with such real and per sonal property, including securities and bonds of other corporations, as the

otherwise deal with such real and per ​ sonal property, including securities and bonds of other
transaction of a lawful business of the corporation may reasonably and necessarily require, subject to
transaction of a lawful business of the corporation may reasonably and necessarily require, subject to

transaction of a lawful business of the corporation may reasonably and necessarily require, subject to the limitations prescribed by the law and the Constitution Property of a corporation is not the property of the stockholders, it cannot be sold without express authority by the BOD

Absent valid delegation/authorization by the BOD, declarations of an individual director are not binding on the corporation - Final say will always be with the BOD Any sale is void unless ratified expressly or impliedly by the BOD When a sale of a piece of land or any portion thereof is through an agent, the authority of the latter shall be in writing, otherwise, the sale shall be void Delsaux’ countero er was only from a “Belgian/Swiss decision” and not the BOD, EC was not bound by such acceptance BOD resolution is a sine qua non to bind EC Persons dealing with an assumed agent are bound at their peril, they should ascertain the fact of agency - Petitioners failed to discharge the burden No damages awarded W.O.N. EC is in estoppel No - no proof of reliance upon the representations that predated the action taken in reliance Glanville and Delsaux declared they were acting for and in behalf of ESAC, not EC

predated the action taken in reliance Glanville and Delsaux declared they were acting for and in
predated the action taken in reliance Glanville and Delsaux declared they were acting for and in
predated the action taken in reliance Glanville and Delsaux declared they were acting for and in
predated the action taken in reliance Glanville and Delsaux declared they were acting for and in
predated the action taken in reliance Glanville and Delsaux declared they were acting for and in
predated the action taken in reliance Glanville and Delsaux declared they were acting for and in
predated the action taken in reliance Glanville and Delsaux declared they were acting for and in
predated the action taken in reliance Glanville and Delsaux declared they were acting for and in
predated the action taken in reliance Glanville and Delsaux declared they were acting for and in