FIRST DIVISION

[G.R. No. 210043. September 26, 2018.]

AYALA LAND, INC. , petitioner, vs. ASB REALTY CORPORATION

and E.M. RAMOS & SONS, INC., respondents.

DECISION

DEL CASTILLO, J : p

[U]nder the doctrine of apparent authority, the question in every case

is whether the principal has by his [/her] voluntary act placed the
agent in such a situation that a person of ordinary prudence,
conversant with business usages and the nature of the particular
business, is justified in presuming that such agent has authority to
perform the particular act in question. 1
Petitioner Ayala Land, Inc. (ALI) comes to this Court via this Petition 2
for review on certiorari to assail the April 30, 2013 Decision 3 and the
November 7, 2013 Resolution 4 of the Court of Appeals (CA) in CA-G.R. CV
No. 97198. The assailed CA Decision and Resolution affirmed the June 29,
2010 Decision 5 of the Regional Trial Court (RTC) of Imus, Cavite, Branch 20,
which (a) declared null and void and unenforceable the May 18, 1994
Contract to Sell entered into between ALI, on the one hand, and Emerito B.
Ramos, Jr. (Ramos, Jr.), Januario B. Ramos (Januario), Josefa R. de la Rama,
Victoria R. Tanjuatco, Horacio de la Rama and Teofilo Tanjuatco III
(collectively, Ramos children); and, (b) declared valid, binding and
enforceable the May 21, 1994 Letter-Agreement entered into between
respondent E.M. Ramos & Sons, Inc. (EMRASON) and ASB Realty Corporation
(ASBRC). 6
Factual Antecedents
ALI and ASBRC are domestic corporations engaged in real estate
development. On the other hand, EMRASON is a domestic corporation
principally organized to manage a 372-hectare property located in
Dasmariñas, Cavite (Dasmariñas Property). 7
The parties' respective versions of the factual antecedents are, as
follows:
Version of the Petitioner
ALI claimed that, sometime in August 1992, EMRASON's brokers sent a
proposal for a joint venture agreement (JVA) between ALI and EMRASON for
the development of EMRASON's Dasmariñas Property. 8 ALI initially declined
but eventually negotiated with Ramos, Jr., Antonio B. Ramos (Antonio), and
Januario to discuss the terms of the JVA. 9 According to ALI, EMRASON made
it appear that Ramos, Jr., Antonio, and Januario had full authority to act on
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 EMRASON's behalf in relation to the JVA. 10 ALI alleged that Emerito Ramos,
Sr. (Ramos, Sr.), then EMRASON's President and Chairman, wrote to ALI and
therein acknowledged that Ramos, Jr. and Antonio were fully authorized to
represent EMRASON in the JVA, as shown in Ramos, Sr.'s letter 11 dated
August 3, 1993. ICHDca

ALI and the Ramos children subsequently entered into a Contract to

Sell dated May 18, 1994, under which ALI agreed to purchase the
Dasmariñas Property.
ALI alleged that it came to know that a Letter-Agreement 12 dated May
21, 1994 (Letter-Agreement) and a Real Estate Mortgage 13 respecting the
Dasmariñas Property 14 had been executed by Ramos, Sr. and Antonio for
and in behalf of EMRASON, on one hand, and ASBRC on the other. It also
alleged that the Ramos children 15 wrote to Luke C. Roxas, ASBRC's
President, informing the latter of the Contract to Sell between ALI and
EMRASON. 16
Version of the Respondents
For their part, respondents averred that ALI submitted to EMRASON
and Ramos, Sr. its proposal to purchase the Dasmariñas Property which
proposal was however rejected. 17 On May 17, 1994, EMRASON, through
Ramos, Sr., informed ALI that it had decided to accept the proposal of ASBRC
because the latter's terms were more beneficial and advantageous to
EMRASON. 18 As a result, ASBRC and EMRASON entered into a Letter-
Agreement on May 21, 1994. 19 The following day, or on May 22, 1994,
EMRASON executed a Real Estate Mortgage in compliance with its
obligations under the said Letter-Agreement. 20
Prior to the execution of the Letter-Agreement, a special stockholders'
meeting was held on May 17, 1994 during which EMRASON's stockholders
"authorized, approved, confirmed and ratified" 21 the Resolution of
EMRASON's Board of Directors (Board Resolution). The Board Resolution,
which approved the Letter-Agreement and authorized Ramos, Sr. and
Antonio to sign the same, was in turn likewise approved by EMRASON's
stockholders on the same date, May 17, 1994. 22
After ASBRC learned about the Contract to Sell executed between ALI
and the Ramos children and the annotation of the Contract to Sell on the
transfer certificates of title (TCTs) covering the Dasmariñas Property, 23
ASBRC and EMRASON filed a Complaint 24 for the nullification of the Contract
to sell and the cancellation of the annotations on the TCTs over the
Dasmariñas Property.
Ruling of the Regional Trial Court
In a Decision 25 dated June 29, 2010, the RTC declared the Contract to
Sell between ALI and the Ramos children void because of the latter's lack of
authority to sign the Contract to Sell on behalf of EMRASON. The trial court
explained in this wise:
In the case at bar, defendant Ramos children failed to adduce a
single evidence to show that they have been validly authorized by the
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 Board of Directors of EMRASON to enter into a Contract to Sell with
ALI thereby rendering the aforesaid contract void and unenforceable.
Defendant Ramos children failed to present even a single witness to
identify board resolutions, secretary's certificates or any written
document for the purpose of proving that EMRASON validly conferred
authority upon them to sell the subject property. Notably, not a single
signatory to the Contract to Sell was presented by defendant Ramos
children to identify the same and to testify as to the execution
thereof. TCAScE

xxx xxx xxx

Upon the other hand, defendant ALI claims that it transacted
with the Ramos children in good faith. On the contrary, evidence
show that ALI knew and has in fact acknowledged the authority of
Emerito Ramos, Sr. to enter into contracts for and in behalf of
EMRASON before ALI entered into the contract with defendant Ramos
children. In almost all of defendant ALI's correspondence with
EMRASON, defendant ALI specifically addressed the same to Emerito
Ramos, Sr., referring to him either as Chairman or President. In
acknowledging the position of Emerito Ramos, Sr. in EMRASON,
defendant ALI even requested Emerito Ramos, Sr. to meet its
Chairman Jaime Zobel de Ayala, President Francisco H. Licuanan,
Vice-President Fernando Zobel and Assistant Vice-President Victor H.
Manarang for a luncheon meeting. More importantly, defendant ALI,
though its representatives/realtors namely Mr. Geronimo J. Manzano
and Oscar P. Garcia, wrote Emerito Ramos Sr. a letter dated 22 April
1994 regarding the draft formal offer of ALI to develop the subject
property. In addition, ALI's letter dated 11 May 1994 clearly shows
that it acted in bad faith. A perusal of the said letter which was
described to be its "best and final offer," would readily show that the
same [was] solely addressed to Emerito Ramos, Sr., seeking his
acceptance and approval. If defendant ALI honestly believe[d] that
Emerito Ramos, Jr. and Antonio Ramos [were] fully authorized by
EMRASON to execute the Contract to Sell, surely defendant ALI would
not have bothered to seek the acceptance and approval of Emerito
Ramos, Sr. Notably, the alleged authorized agents of EMRASON,
Emerito Ramos, Jr. and Antonio Ramos, were merely furnished a copy
of the said letter proposal and were not even included as signatories
for the approval of the same. x x x
xxx xxx xxx
It is an established rule that persons dealing with an assumed
agent, whether the assumed agency be a general or special one, are
bound at their peril, if they would hold the principal liable, to
ascertain not only the fact of agency but also the nature and extent of
authority, and in case either is controverted, the burden of proof is
upon them to establish it.
In this connection, the Court observes numerous formal defects
in the Contract to Sell[,] which would further support the fact that
defendant ALI knew the absence of authority of defendant Ramos
children to execute the same. Oddly, the first page of the contract
failed to include the names of the duly authorized representative/s of
EMRASON as the space specifically provided therefor was left in
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 blank. In contrast, the duly appointed [a]ttorneys-in-fact of ALI are
clearly named therein and designated as such. Similarly, page
eighteen (18) of the said contract merely provided blank spaces to be
filled up by the signatories of EMRASON vis-à-vis that of defendant
ALI where the names of the [a]ttorneys-in-[f]act of defendant ALI are
typewritten. Even in the acknowledgment page, only the names of
the representatives of ALI were included. Interestingly, the
acknowledgment failed to mention the names of signatories of
EMRASON and their respective Community Tax Certificate Numbers.
Considering that the subject contract involves a multi-million [peso]
transaction, the Court finds it absolutely incredible that the parties
thereto would fail to include the names of the signatories, their
respective positions and/or authorities to enter into the said contract.
26 (Citations omitted) cTDaEH

In consequence of the nullification of the Contract to Sell, the RTC ruled

that the annotations on the TCTs covered by the said Contract to Sell must
likewise be cancelled. 27
In addition, the RTC declared valid the Letter-Agreement deeding the
Dasmariñas Property to ASBRC. Following this Court's ruling in People's
Aircargo and Warehousing Company, Inc. v. Court of Appeals , 28 the RTC
held that Ramos, Sr., as President of EMRASON, had the authority to enter
into the Letter-Agreement because "the president is presumed to have the
authority to act within the domain of the general objectives of [a company's]
business and within the scope of [the president's] usual duties." 29
The RTC further explained that, assuming arguendo that the signing of
the Letter-Agreement "was outside the usual powers of Emerito Ramos, Sr.,
as president," EMRASON's ratification of the Letter-Agreement via a
stockholders' meeting on March 6, 1995, cured the defect caused by Ramos,
Sr.'s apparent lack of authority. 30
The dispositive portion of the RTC Decision reads:
WHEREFORE, premises considered judgment is hereby
rendered in favor of plaintiffs ASB Realty Corporation (ASB) and E.M.
Ramos & Sons, Inc. (EMRASON) and against defendant Ayala Land
and [sic] Inc. (ALI), and defendants Emerito B. Ramos, Jr., Januario
[sic] B. Ramos, Josefa R. de la Rama, Victoria R. Tanjuatco, Horacio de
la Rama, Teofilo Tanjuatco III, (Ramos children) as follows, viz[.]:
1. DECLARING the Contract to Sell dated 18 May 1994
involving the "Dasmariñas Properties" entered into by
defendant Ayala Land, Inc. and defendant[s] Ramos
children as null [and] void and unenforceable;
2. DIRECTING the Register of Deeds for the Province of Cavite
to CANCEL the annotation of the aforesaid "Contract to
Sell" on the following Transfer Certificates[s] of Title Nos. —
2.1 T- 2.7 T- 2.13 T-
19285 19291 19297
2.2 T- 2.8 T- 2.14 T-
19286 19292 19298
2.3 T- 2.9 T- 2.15 T-
19287 19293 19299
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 2.4 T- 2.10 T- 2.16 T-
19288 19294 20806
2.5 T- 2.11 T- 2.17 T-
19289 19295 45584
2.6 T- 2.12 T- 2.18 T-
19290 19296 16444

3. DECLARING the "Letter-Agreement" dated 21 May 1994

entered into by ASB and EMRASON as valid, binding and
enforceable; cSaATC

4. DENYING the claim of plaintiffs ASB and EMRASON for

moral damages for lack of merit;
5. ORDERING defendant Ayala Land, Inc. and defendant[s]
Ramos children to jointly and severally pay ASB and
EMRASON the sum of Two [Hundred Fifty] Thousand Pesos
(Php250,000.00) as and by way of exemplary damages;
6. ORDERING defendant Ayala Land, Inc. and defendant[s]
Ramos children to jointly and severally pay ASB and
EMRASON the sum of Two [Hundred Fifty] Thousand Pesos
(Php250,000.00) as and by way of temperate damages;
7. ORDERING defendant Ayala Land, Inc. and defendant[s]
Ramos children to jointly and severally pay ASB and
EMRASON the sum of One Hundred Fifty Thousand Pesos
(Php150,000.00) as and by way of nominal damages;
8. ORDERING defendant Ayala Land, Inc. and defendant[s]
Ramos children to jointly and severally pay ASB and
EMRASON the sum of Two Hundred Thousand Pesos
(Php200,000.00) as and by way of attorney's fees;
9. ORDERING defendant Ayala Land, Inc. and defendant[s]
Ramos children to jointly and severally pay ASB and
EMRASON the costs of suit;
10. DENYING the respective Counter-claims of defendant
Ayala Land, Inc. and defendant[s] Ramos children against
plaintiff[s] ASB and EMRASON for lack of factual and legal
basis; [and]
11. DENYING the respective Crossclaims of defendant Ayala
Land, Inc. and defendant[s] Ramos children against one
another for lack of merit.
SO ORDERED. 31

Dissatisfied with the RTC's verdict ALI, Ramos, Jr. and Horacio appealed
to the CA. 32
Ruling of the Court of Appeals
In its April 30, 2013 Decision, 33 the CA dismissed the appeal and
affirmed the RTC's findings. 34 The CA reiterated the RTC's pronouncement
that the Ramos children failed to prove their authority to enter into a
Contract to Sell on behalf of EMRASON. 35 Citing ALI's letters addressed to
Ramos, Sr. and the latter's uncontroverted deposition "that he is the
corporation's sole and exclusive authorized representative in the sale of the
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 Dasmariñas Property" 36 vis-à-vis the Ramos children's limited authority to
negotiate for the best terms of a sale, the CA then declared that ALI knew or
was aware of the Ramos children's lack of authority. cHDAIS

In sustaining the validity of the Letter-Agreement between EMRASON

and ASBRC, the appellate court effectively held that Ramos, Sr. was invested
with the presumed authority to enter into the said Letter-Agreement. 37 The
May 17, 1994 38 stockholders meeting ratifying the Letter-Agreement was
likewise considered by the CA as corroborative of the validity of the Letter-
Agreement. 39 Moreover, the CA noted that "the very filing of the instant
case by EMRASON against ALI and the Ramos children not only for the
nullification of the Contract to Sell x x x but also for the confirmation of the
Letter-Agreement between EMRASON and [ASBRC] is [a] pure and simple x x
x ratification on the part of EMRASON of [Ramos, Sr.'s] act of entering into
the said Letter-Agreement." 40
The dispositive portion of the CA Decision reads:
WHEREFORE, the appeal is DISMISSED. The Decision dated
June 29, 2010 of the Regional Trial Court of Imus, Cavite, Branch 20,
in Civil Case No. 931-94, is AFFIRMED.
SO ORDERED. 41 (Emphasis in the original)
With the denial of its motion for reconsideration in a Resolution 42
dated November 7, 2013, ALI elevated the case to this Court through this
petition for review on certiorari.
Issues
I. THE COURT OF APPEALS GRAVELY ERRED IN ANNULLING THE
CONTRACT TO SELL BETWEEN PETITIONER AND EMRASON
NOTWITHSTANDING CLEAR EVIDENCE CONSISTENT WITH
STATUTE AND CASE LAW SHOWING EMRASON'S OWN
CONFIRMATION THAT THE RAMOS CHILDREN WITH WHOM
PETITIONER DEALT, HAD BOTH AUTHORITY AND CAPACITY TO
CLOSE THE SALE BETWEEN THEM.
II. THE COURT OF APPEALS SERIOUSLY ERRED IN UPHOLDING THE
VALIDITY OF THE LETTER-AGREEMENT BETWEEN ASBRC AND
EMRASON DESPITE EVIDENCE AS ALLOWED BY LAW AND
JURISPRUDENCE SHOWING THAT THE CONTRACT TO SELL THE
RAMOS CHILDREN HAD SIGNED ON BEHALF OF EMRASON PRE-
DATED THAT SIGNED BY RAMOS, SR. WITH ASRBC WHICH
CARRIED NO BOARD AUTHORITY TO BEGIN WITH.
III. THE COURT OF APPEALS SERIOUSLY ERRED IN AFFIRMING THE
RTC'S DISMISSAL OF PETITIONER'S COMPULSORY
COUNTERCLAIM AND CROSS-CLAIM DESPITE UNCONTROVERTED
EVIDENCE ALLOWED BY LAW AND JURISPRUDENCE SHOWING
THE BAD FAITH AND DAMAGE INFLICTED BY EMRASON ON
PETITIONER BY ITS DISAVOWAL OF THE AUTHORITY GIVEN THE
RAMOS CHILDREN TO CLOSE THE SALE TRANSACTION THEY HAD
EARLIER SIGNED WITH PETITIONER. 43
Ruling
We deny the Petition for raising factual issues and failure to show that
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 the CA committed any reversible error in its assailed Decision and Resolution
as to warrant the exercise of this Court's discretionary appellate jurisdiction.
ISHCcT

All the issues raised by petitioner ALI are factual in nature. ALI
contends that there was sufficient evidence showing that EMRASON
confirmed the authority of the Ramos children to enter into contract with ALI;
that there was evidence that the Contract to Sell signed by the Ramos
children pre-dated the Letter-Agreement signed by Ramos, Sr. and which
carried no board authority; and, that there was evidence of bad faith on the
part of EMRASON. Suffice it to say that only questions of law are allowed in a
petition for review on certiorari; this Court is not a trier of facts and is not
obliged to go over and recalibrate anew evidence that already passed the
scrutiny of the lower courts, all the more in this case where the findings of
the RTC were affirmed by the CA. This Court is not unaware of the exceptions
to this rule; none, however, exists in this case.
In any case, ALI failed to show any reversible error on the part of the
CA.
"A contract is void if one of the essential requisites of contracts under
Article 1318 of the New Civil Code is lacking." 44 Consent, being one of these
requisites, is vital to the existence of a contract "and where it is wanting, the
contract is non-existent." 45
For juridical entities, consent is given through its board of directors. As
this Court held in First Philippine Holdings Corporation v. Trans Middle East
(Phils.) Equities, Inc., 46 a juridical entity, like EMRASON, "cannot act except
through its board of directors as a collective body, which is vested with the
power and responsibility to decide whether the corporation should enter into
a contract that will bind the corporation, subject to the articles of
incorporation, by-laws, or relevant provisions of law." 47 Although the
general rule is that "no person, not even its officers, can validly bind a
corporation" 48 without the authority of the corporation's board of directors,
this Court has recognized instances where third persons' actions bound a
corporation under the doctrine of apparent authority or ostensible agency.
I n Nogales v. Capitol Medical Center, 49 this Court explained the
doctrine of apparent authority or ostensible agency, which is actually a
species of the doctrine of estoppel, thus —
The doctrine of apparent authority is a species of the doctrine
of estoppel. Article 1431 of the Civil Code provides that '[t]hrough
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.' Estoppel rests on this rule: '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.' 50
Given this jurisprudential teaching, ALI insists that the August 3, 1993
letter 51 of Ramos, Sr. to ALI was proof that EMRASON had acknowledged the
authority of the Ramos children to transact with ALI and that such letter met
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 the requisites for the application of the doctrine, following this Court's ruling
in Woodchild Holdings, Inc. v. Roxas Electric and Construction Company, Inc.
52

ALI's argument does not persuade.

The August 3, 1993 letter 53 pertinently reads:
August 3, 1993 CAacTH

AYALA LAND, INC. (ALI)

Makati Stock Exchange Bldg.
Ayala Avenue, Makati
Metro Manila

Attention : Don Jaime Zobel de

Ayala Chairman
Thru : Mr. Victor H. Manarang
Assistant Vice
President Project
Development Group

Gentlemen:
We deeply appreciate the privilege of receiving your letter-proposal
dated July 28, 1993 signed by Mr. Victor H. Manarang regarding your
interest in the development of our properties at Barrios Bucal and
Langkaan, Dasmariñas, Cavite on a joint venture basis.
Your said letter-proposal was taken up by the Board of EMRASON
during its regular meeting last Saturday, July 31, 1993 for our usual
study and consideration. Messrs. Emerito B. Ramos, Jr. and Antonio B.
Ramos, corporation officials, have been authorized to collaborate and
continue negotiating and discussing with you terms and conditions
that are equitable and profitable and mutually beneficial to both ALI
and EMRASON.
We are honored to look forward for the possibility of starting business
and friendly relationship with your goodselves.
Very truly yours,
(sgd.) EMERITO M. RAMOS, SR.
Chairman of the Board
A perusal of the August 3, 1993 letter shows that EMRASON, through
Ramos, Sr. authorized Ramos, Jr. and Antonio merely to " collaborate and
continue negotiating and discussing with [ALI] terms and conditions that are
mutually beneficial" to the parties therein. Nothing more, nothing less. To
construe the letter as a virtual carte blanche for the Ramos children to enter
into a Contract to Sell regarding the Dasmariñas Property would be unduly
stretching one's imagination. "[A]cts done by [the] corporate officers beyond
the scope of their authority cannot bind the corporation unless it has ratified
such acts expressly or is estopped from denying them." 54 What is clear from
the letter is that EMRASON authorized the Ramos children only to negotiate
the terms of a potential sale over the Dasmariñas Property, and not to sell
the property in an absolute way or act as signatories in the contract.
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 As correctly held by the RTC and the CA, and stressed in Banate v.
Philippine Countryside Rural Bank (Liloan, Cebu), Inc.: 55 IAETDc

It is a settled rule that persons dealing with an agent are bound

at their peril, if they would hold the principal liable, to ascertain not
only the fact of agency but also the nature and extent of the
agent's authority, and in case either is controverted, the burden of
proof is upon them to establish it. x x x 56 (Emphasis Supplied)
Equally misplaced is ALI's reliance on our pronouncement in People's
Aircargo Warehousing v. Court of Appeals , 57 where we said that the
authority of the apparent agents may be "expressly or impliedly [shown] by
habit, custom or acquiescence in the general course of business." 58 For,
indeed, ALI never mentioned or pointed to certain palpable acts by the
Ramos children which were indicative of a habit, custom, or acquiescence in
the general course of business that compel the conclusion that EMRASON
must be deemed to have been bound thereby implacably and irretrievably.
ALI's bare allegation that "the Ramos children submitted corporate
documents to [ALI] to convince it that it was negotiating with the controlling
shareholders of EMRASON" 59 is gratuitous and self-serving, hence, does not
merit this Court's consideration. As an established business entity engaged
in real estate, ALI should know that a corporation acts through its Board of
Directors and not through its controlling shareholders.
In People's Aircargo , 60 this Court zeroed in on the apparent authority
of a corporate president to bind the corporation, viz.:
Inasmuch as a corporate president is often given general
supervision and control over corporate operations, the strict rule that
said officer has no inherent power to act for the corporation is slowly
giving way to the realization that such officer has certain limited
powers in the transaction of the usual and ordinary business of the
corporation. In the absence of a charter or bylaw provision to the
contrary, the president is presumed to have the authority to act
within the domain of the general objectives of its business and within
the scope of his or her usual duties.
Hence, it has been held in other jurisdictions that the president
of a corporation possesses the power to enter into a contract for the
corporation, when the 'conduct on the part of both the president and
the corporation [shows] that he had been in the habit of acting in
similar matters on behalf of the company and that the company had
authorized him so to act and had recognized, approved and ratified
his former and similar actions.' Furthermore, a party dealing with the
president of a corporation is entitled to assume that he has the
authority to enter, on behalf of the corporation, into contracts that
are within the scope of the powers of said corporation and that do not
violate any statute or rule on public policy. 61 (Citations omitted)
Here, Ramos, Sr.'s authority to execute and enter into the Letter-
Agreement with ASBRC was clearly proven. We quote with approval the
RTC's finding thereon, to wit: DcHSEa

Emerito Ramos, Sr. testified that on 17 May 1994[,] a special

Board meeting was called to discuss various proposals regarding the
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 Dasmariñas Property. In attendance were Emerito Ramos, Sr.,
Rogerio Escobal and Arturo de Leon. After some discussion, the Board
resolved to accept the proposal of ASB Realty being the most
advantageous and beneficial to EMRASON. In the said meeting, the
Board [of] Directors also agreed, viz[.]: that Emerito Ramos, Sr. shall
be authorized to accept the cash advance from ASB in his personal
capacity; and that Emerito Ramos, Sr. and Antonio Ramos shall be
authorized to execute a Real Estate Mortgage in favor of ASB. Then,
he identified the Minutes of the aforesaid Board Meeting and the
signatures of the members of the board appearing thereon. He
further alleged that at 4:00 in the afternoon of 17 May 1994 a
Stockholders['] Meeting was subsequently held. He alleged that there
was a quorum during the said meeting considering that he was
present and the fact that he owns 2/3 of the subscribed capital of
EMRASON. 62
ALI's argument that "respondents failed to establish that [Ramos], Sr.
had been in the habit of executing contracts on behalf of EMRASON" 63 is
negated by the fact that correspondences between ALI and EMRASON had
always been addressed to Ramos, Sr. 64 In fact, ALI must be deemed to have
acknowledged the authority of Ramos, Sr. to act on behalf of EMRASON
when ALI relied on the August 3, 1993 letter of Ramos, Sr. In any case, this
Court clarified in People's Aircargo 65 that "[i]t is not the quantity of similar
acts which establishes apparent authority, but the vesting of a corporate
officer with the power to bind the corporation." 66 Together with this Court's
pronouncement that "a party dealing with the president of a corporation is
entitled to assume that he has the authority to enter, on behalf of the
corporation, into contracts that are within the scope of the powers of said
corporation and that do not violate any statute or rule on public policy," 67
the inevitable conclusion is that Ramos, Sr. was properly authorized to, and
validly executed with ASBRC, the said Letter-Agreement.
Petitioner contends, nonetheless, that Ramos, Sr. could not have
possibly been at the stockholders' meeting due to his presence at the time at
the Wack-Wack Golf and Country Club. 68 This argument undoubtedly raises
a factual issue, and on this score alone, this Court can give it short shrift.
Nonetheless, even shunting aside for a moment this legal infirmity, and
allowing a re-evaluation of the evidence on record, petitioner's stance is still
untenable, because the record shows that another stockholders' meeting
was in fact subsequently held on March 6, 1995; and in this March 6, 1995
stockholders' meeting, the stockholders unanimously approved to confirm
and ratify the Letter-Agreement. 69
More than these, this Court cannot gloss over the formal defects in the
Contract to Sell, which further shows that ALI did entertain doubts as to the
Ramos children's authority to enter into the said contract. Consider the
following pronouncement of the RTC, to wit:
In this connection, the Court observes numerous formal defects
in the Contract to Sell which would further support the fact that
defendant ALI knew the absence of authority of defendant Ramos
children to execute the same. Oddly, the first page of the contract
failed to include the names of the duly authorized representative/s of
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 EMRASON as the space specifically provided therefor was left in
blank. In contrast, the duly appointed [a]ttorneys-in-fact of ALI are
clearly named therein and designated as such. Similarly, page
eighteen (18) of the said contract merely provided blank spaces to be
filled up by the signatories of EMRASON vis-à-vis that of defendant
ALI where the names of the [a]ttorney's-in-[f]act of defendant ALI are
typewritten. Even in the acknowledgment page, only the names of
the representatives of ALI were included. Interestingly, the
acknowledgment failed to mention the names of signatories of
EMRASON and their respective Community Tax Certificate Numbers.
Considering that the subject contract involves a multi-million
transaction, the Court finds it absolutely incredible that the parties
thereto would fail to include the names of the signatories, their
respective positions and/or authorities to enter into the said contract.
70 (Emphasis supplied) SCaITA

Against this backdrop, this Court must uphold, as it hereby upholds,

the validity of the Letter-Agreement entered into by and between EMRASON
and ASBRC. Under the same parity of reasoning, this Court must affirm, as it
hereby affirms, the RTC and CA's declaration of the invalidity or nullity of the
Contract to Sell entered into by and between ALI and the Ramos children.
WHEREFORE, the instant Petition is DENIED. The April 30, 2013
Decision and November 7, 2013 Resolution of the Court of Appeals in CA-
G.R. CV No. 97198 are AFFIRMED.
SO ORDERED.
Leonardo-de Castro, C.J., Bersamin and Tijam, JJ., concur.
Leonen, * J., is on official leave.

Footnotes
* Per raffle dated September 19, 2018.

1. Professional Services, Inc. v. Court of Appeals , 568 Phil. 158, 168 (2008).
2. Rollo , pp. 15-34.

3. Id. at 44-58; penned by Associate Justice Stephen C. Cruz and concurred in by

Associate Justices Magdangal M. de Leon and Myra V. Garcia-Fernandez.

4. Id. at 60-62.
5. Id. at 255-268; penned by Presiding Judge Fernando L. Felicen.

6. Id. at 267.
7. Particularly TCT Nos. T-19285; T-19286; T-19287; T-19288; T-19289; T-19290
(Lot No. 3860-A-1); T-19290 (Lot No. 3860-A-3); T-19291; T-19292; T-19293;
T-19294; T-19295; T-19296; T-19297; T-19298; T-19299 (Lot No. 3868-A); T-
19299 (Lot No. 3868-B); and T-20806. Id. at 66.

8. Id. at 16.
9. Id. at 17.
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 10. Id.

11. Id. at 134.

12. Id. at 78-88. Another letter of even date was made by ASBRC, with the
conformity of Ramos, Sr. and Antonio including additional conditions to the
letter-agreement. Id. at 89-90.

13. Id. at 91-102.

14. Id. at 18.

15. Particularly Ramos, Jr., Januario, Josefa R. De La Rama, and Victoria R.

Tanjuatco.
16. Rollo , p. 103.

17. Id. at 67.

18. Id. at 67-68.

19. Id. at 68.

20. Id. at 69.

21. Id. at 68.

22. Id.

23. Id. at 70.

24. Id. at 64-77.

25. Id. at 255-268.

26. Id. at 258-260.

27. Id. at 261.

28. 357 Phil. 850 (1998).

29. Rollo , p. 262.

30. Id. at 263.

31. Id. at 266-268.

32. Id. at 293-297 and 301-302.

33. Id. at 44-58.

34. Id. at 53.

35. Id. at 54.

36. Id. at 55.

37. Id.

38. Inadvertently stated by the CA as "a special meeting on May 7, 1994." Id. at 56.
39. Id.
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 40. Id. at 57.
41. Id.

42. Id. at 60-62.

43. Id. at 20-21.

44. First Philippine Holdings Corporation v. Trans Middle East (Phils.) Equities, Inc .,
622 Phil. 623, 628 (2009).
45. Id. at 629.

46. Id.

47. Id. at 629, citing Associated Bank v. Pronstroller, 580 Phil. 104, 118 (2008).
48. People's Aircargo and Warehousing Company, Inc. v. Court of Appeals, supra
note 28 at 862, citing Premium Marble Resources, Inc. v. Court of Appeals ,
332 Phil. 10, 18 (1996).

49. 540 Phil. 225 (2006).

50. Id. at 246, citing De Castro v. Ginete, 137 Phil. 453, 459 (1969).

51. Rollo , p. 134.

52. 479 Phil. 896, 914 (2004), where this Court held:

  For the principle of apparent authority to apply, the petitioner was burdened
to prove the following: (a) the acts of the respondent justifying belief in the
agency by the petitioner; (b) knowledge thereof by the respondent which is
sought to be held; and, (c) reliance thereon by the petitioner consistent with
ordinary care and prudence. x x x
53. Rollo , p. 134.

54. Woodchild Holdings, Inc. v. Roxas Electric and Construction Company, Inc.,
supra note 52 at 910.
55. 639 Phil. 35 (2010).

56. Id. at 48, citing Manila Memorial Park Cemetery, Inc. v. Linsangan, 485 Phil.
764, 779 (2004).
57. Supra note 28.

58. Id. at 863.

59. Rollo , pp. 23-24.

60. Supra note 28.

61. Id. at 866-867.

62. Rollo , p. 262.

63. Id. at 27.

64. See id. at 25 where ALI stated, "[t]hat petitioner had addressed some of its
letters to [Ramos], Sr. does not mean that petitioner knew of his supposed
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 status as EMRASON's exclusive authorized representative, or, that the
Ramos children only had limited authority to negotiate.
65. Supra note 28.

66. Id. at 864. Emphasis supplied.

67. Id. at 867.

68. The same was raised by petitioner in his appellant's brief before the CA. See
rollo, p. 327.
69. Id. at 263.
70. Id. at 260.

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