FACTS After trial, the court found that of the amount claimed by the Plaintiff
totaling P13,867.24, only P9,515.25 was supported by evidence. The court
On May 17 1948, Defendant Acoje Mining Company, Inc. wrote the
rejected the contention that the Resolution adopted by the company is
Director of Posts requesting the opening of a post, telegraph and money
ultra vires, and that the obligation it has assumed is merely that of a
order offices at its mining camp in Zambales, to service its employees and
guarantor.
their families who were living at the said camp. The Director replied stating
that he would agree to put up the said offices and assign a responsible ISSUE: WON the subject Resolution is within the corporation’s power to
employee to perform the duties of a postmaster, without compensation adopt
from his office until such time as funds are available.
RULING
On April 11 1949, the Director of Posts wrote to the company, stating
Yes. The contention that the resolution adopted by the company dated
among other things that in similar circumstances where a post office will
August 31 1949 is ultra vires in the sense that it has no authority to act on
be opened, it would be the policy of the said office to have the company
a matter which may render the company liable as a guarantor has no
assume direct responsibility for whatever pecuniary loss may be suffered
factual or legal basis. In the first place, it should be noted that the opening
by the Bureau of Posts, by reason of any act of dishonesty, carelessness, or
of a post office branch at the mining camp of appellant corporation was
negligence on the part of the assigned employee of the company in charge
undertaken because of a request submitted by it to promote the
of the post office. They suggested that a resolution be adopted by the
convenience and benefit of its employees. The idea did not come from the
Board of Directors expressing conformity to the conditions. On September
government, and the Director of Posts was prevailed upon to agree to the
2 1949, the company informed the Director of Posts of the passage of a
request only after studying the necessity for its establishment and after
resolution by the Board of Directors pertaining to the said request.
imposing upon the company certain requirements intended to safeguard
The post office branch at the camp was opened on October 13 1949, with and protect the interest of the government. On the basis of the foregoing
Hilario Sanchez, an employee, serving as postmaster. On May 11 1954, facts, it is evident that the company cannot now be heard to complain
Sanchez went on a 3-day leave but never returned. The company informed that it is not liable for the irregularity committed by its employee upon
the officials of the Manila Post Office and the provincial auditor of the technical plea that the resolution approved by its board of directors
Zambales of Sanchez’s disappearance. Upon checking the accounts, a is ultra vires. The least that can be said is that it cannot now go back on
shortage was found in the amount of P13,867.24. its plighted word on the ground of estoppel.
After several demands were made upon the company for the payment of The claim that the resolution adopted by the board of directors of
the shortage, the government commenced this present action before the appellant company is an ultra vires act cannot also be entertained it
CFI of Manila, seeking the recovery of the amount of P13,867.24. The appearing that the same covers a subject which concerns the benefit,
company denied liability for the said amount, contending that the Board convenience and welfare of its employees and their families. While as a
Resolution which assumed the responsibility for the act of the postmaster rule an ultra vires act is one committed outside the object for which a
is ultra vires, and in any event, its liability under the said Resolution is only corporation is created as defined by the law of its organization and
that of a guarantor, who answers only after the exhaustion of the therefore beyond the powers conferred upon it by law (19 C.J.S., Section
properties of the principal, aside from the fact that the loss claimed by the 965, p. 419), there are however certain corporate acts that may be
Plaintiff is not supported by the office record. performed outside of the scope of the powers expressly conferred if they
are necessary to promote the interest or welfare of the corporation.
Thus, it has been held that "although not expressly authorized to do so a
corporation may become a surety where the particular transaction is
reasonably necessary or proper to the conduct of its business," and here it
is undisputed that the establishment of the local post office is a reasonable
and proper adjunct to the conduct of the business of appellant company.
Indeed, such post office is a vital improvement in the living condition of
its employees and laborers who came to settle in its mining camp which
is far removed from the postal facilities or means of communication
accorded to people living in a city or municipality.
Even assuming arguendo that the resolution in question constitutes an
ultra vires act, the same however is not void for it was approved not in
contravention of law, customs, public order or public policy. The term
ultra vires should be distinguished from an illegal act for the former is
merely voidable which may be enforced by performance, ratification, or
estoppel, while the latter is void and cannot be validated. It being merely
voidable, an ultra vires act can be enforced or validated if there are
equitable grounds for taking such action. Here it is fair that the resolution
be upheld at least on the ground of estoppel. PETITION DENIED.
