FACTS: Naguiat is the president and a stockholder of Clark Field Taxi, Inc. (CFT). Due to the phase-out of the US bases in the country, Clark Air Base was closed and the taxi drivers of CFTI were separated from service. The drivers filed a complaint for the payment of sep. pay due to the termination/phase-out. NLRC held Naguiat and the company solidarily liable for the payment of sep. pay.
ISSUE: WON Naguait should be held solidarily liable with CFTI. YES. HELD: Under the Corporation Code, Naguait is liable bec: (1) he actively managed the business; (2) there was evidence that CFTI obtained reasonably adequate insurance; and (3) there was a corporate tort in this case. Our jurisprudence is wanting to the definite scope of “corporate tort.” Essentially, “tort” consists in the violation of a right given or the omission of a duty imposed by law. Simply stated, it is a breach of legal duty.
PHILIPPINE NATIONAL BANK, petitioner, vs.
THE COURT OF APPEALS, RITA GUECO TAPNIO, CECILIO GUECO and THE PHILIPPINE AMERICAN GENERAL INSURANCE COMPANY, INC., respondents. Medina, Locsin, Coruña, & Sumbillo for petitioner.
Manuel Lim & Associates for private respondents.
Rita Gueco Tapnio had an export sugar quota of 1,000 piculs for the agricultural year 1956-1957. Since, she did not need it, she agreed to allow Mr. Jacobo Tuazon to use the said quotafor consideration of 2,500. Her sugar cannot be exported without sugar quota allotments.Sometimes, however a planter harvests less sugar than her quota so her excess quota is usedby her mother who pays for it. This is her arrangement with Mr. Tuazon. At the time of theagreement, she was indebted to PNB of San Fernando, Pampanga. Her indebtedness wasknown as a crop loan and was secured by her sugar crop, and since her quota was mortgagedto PNB, her arrangement with Mr. Tuazon had to be approved by the bank. Upon presentmentof the lease arrangement, the PNB branch manager revised it by increasing the lease amount to P2.80 per picul for a total of P2,800. Such increase was agreed to by both Rita and Jacobo.However, when it was presented to the Board of Directors for approval, they further increasedthe amount to P3.00 per picul. Jacobo asked for the reconsideration but he was denied thesame. The matter stood as it was until Jacobo informed Rita and PNB that he had lost interestin pursuing the deal. In the meantime, the debt of Rita with the PNB matured. Since she had asurety agreement with the Philippine American General Insurance Co. Inc. (Philamgen), thelatter paid her outstanding debt. Philamgen in turn demanded from Rita the amount whichthey paid the bank. Instead of paying the bank, Rita claimed that she told Philamgen that shedid not consider herself indebted to the bank since she had an agreement with Jacobo Tuazon. When such was discontinued, she failed to realized the income with which she couldhave paid her creditors. Philamgen filed a complaint for the collection of sum of moneyagainst Rita. Rita implicated PNB as a third party defendant claiming that her failure to paywas due to the fault or negligence of PNB.
Issue: WON PNB is liable for the damage caused to Rita.
There is no question that Rita’s failure to utilize her sugar quota was due to thedisapproval of the lease by the Board of Directors of the petitioner, thus PNB should beheld liable. The Board justified the increase to P 3.00 per picul by saying that it was the prevalent rateat that time. However, there was no proof that any other person was willing to lease thesugar quota allotment of Rita for a price higher than P2.80 per picul. Just because thereare isolated transactions where the lease price was P3.00 per...