G.R. No. L-27155, 18 May 1978


Plaintiff executed its bondwith Rita Gueco Tapnio (Rita) as principal, in favor of the Philippine National Bank, to guarantee the payment of Rita’s account with said Bank. In turn, to guarantee the payment of whatever amount the bonding company would pay to the Philippine National Bank, both defendants executed the indemnity agreement.

It is not disputed that Rita was indebted to the bank in the sum of P2,000, plus accumulated interests unpaid, which she failed to pay despite demands. The Bank wrote a letter of demand to plaintiff, whereupon, plaintiff paid the bank the full amount due and owing in the sum of P2,379.91, for and on account of defendant Rita’s obligation. Plaintiff, in turn, made several demands, both verbal and written, upon defendants but to no avail.

Rita claims when demand was made upon her by plaintiff for her to pay her debt to the Bank, she told the plaintiff that she did not consider herself to be indebted to the Bank at all because she had an agreement with Jacobo Tuazon leasing to the latter her unused export sugar quota for a total of P2,800, which was already in excess of her obligation guaranteed by plaintiff’s bond. This lease agreement, according to her, was with the knowledge of the bank. But the Bank has placed obstacles to the consummation of the lease, and the delay caused by said obstacles forced Tuazon to rescind the lease contract. Thus, Rita filed her third-party complaint against the Bank to recover from the latter any and all sums of money which may be adjudged against her and in favor of the plaintiff, plus moral damages, attorney’s fees and costs.


Whether PNB should be liable for tort.


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 he 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.”

While petitioner had the ultimate authority of approving or disapproving the proposed lease since the quota was mortgaged to the Bank, the latter certainly cannot escape its responsibility of observing, for the protection of the interest of private respondents, that degree of care, precaution and vigilance which the circumstances justly demand in approving or disapproving the lease of said sugar quota.

*Case digest by Teonilo M. Bagalanon Jr., JD – 4, Andres Bonifacio College, SY 2019 – 2020