ABS-CBN BROADCASTING CORPORATION V.

CA
G.R. NO. 128690
JAN 21 1999

FACTS: Abs-cbn was negotiating with Viva films for TV telecast of movies owned by
Viva under such terms as may be agreed upon by the parties. Through defendant, Vic Del
Rosario (he represented Viva), film packages were presented to Abs-cbn‘s vice-president
Charo Santos-Concio. However, Concio and Del Rosario did not arrive yet with an
agreement. Del Rosario met with Abs-cbn‘s general manager, Eugenio Lopez III to talk
about the proposals and come up with an agreement. However, it was contended that Mr.
Lopez revised the proposals and wrote such on a napkin which he signed and gave to Mr.
Del Rosario thinking that it was already the final contract between the parties but upon
further investigation, Del Rosario denied the existence of the said napkin and that the
contract they agreed upon was the one that he proposed where Abs-cbn will be given a
film package offer of 104 films for the price of P60,000,000.

ISSUE: Whether or not the actions of Mr. Del Rosario binds Viva to comply with the
agreements he entered into

HELD: No.

RATIO: As a mere agent of Viva, Del Rosario could not bind Viva unless what he did is
ratified by its Directors. As a mere agent, recognized as such by plaintiff, Del Rosario
could not be held liable jointly and severally with Viva and his inclusion as party
defendant has no legal basis.

The testimony of Mr. Lopez and the allegations in the complaint are clear admissions that
what was supposed to have been agreed upon at the Tamarind Grill between Mr. Lopez
and Del Rosario was not a binding agreement. It is as it should be because corporate
power to enter into a contract is lodged in the Board of Directors. (Sec. 23, Corporation
Code). Without such board approval by the Viva board, whatever agreement Lopez and
Del Rosario arrived at could not ripen into a valid binding upon Viva.