83 SCRA 237 Business Organization Corporation Law Corporations Liability for Negligence

Rita Tapnio owes PNB an amount of P2,000.00. The amount is secured by her sugar crops about to
be harvested including her export quota allocation worth 1,000 piculs. The said export quota was
later dealt by Tapnio to a certain Jacobo Tuazon at P2.50 per picul or a total of P2,500. Since the
subject of the deal is mortgaged with PNB, the latter has to approve it. The branch manager of PNB
recommended that the price should be at P2.80 per picul which was the prevailing minimum amount
allowable. Tapnio and Tuazon agreed to the said amount. And so the bank manager recommended
the agreement to the vice president of PNB. The vice president in turn recommended it to the board
of directors of PNB.
However, the Board of Directors wanted to raise the price to P3.00 per picul. This Tuazon does not
want hence he backed out from the agreement. This resulted to Tapnio not being able to realize
profit and at the same time rendered her unable to pay her P2,000.00 crop loan which would have
been covered by her agreement with Tuazon.
Eventually, Tapnio was sued by her other creditors and Tapnio filed a third party complaint against
PNB where she alleged that her failure to pay her debts was because of PNBs negligence and
unreasonableness.
ISSUE: Whether or not Tapnio is correct.
HELD: Yes. In this type of transaction, time is of the essence considering that Tapnios sugar quota
for said year needs to be utilized ASAP otherwise her allotment may be assigned to someone else,
and if she cant use it, she wont be able to export her crops. It is unreasonable for PNBs board of
directors to disallow the agreement between Tapnio and Tuazon because of the mere difference of
0.20 in the agreed price rate. What makes it more unreasonable is the fact that the P2.80 was
recommended both by the bank manager and PNBs VP yet it was disapproved by the board.
Further, the P2.80 per picul rate is the minimum allowable rate pursuant to prevailing market trends
that time. This unreasonable stand reflects PNBs lack of the reasonable degree of care and
vigilance in attending to the matter. PNB is therefore negligent.
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 it 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.