GR L 18062; (February, 1963) (Digest)
G.R. No. L-18062; February 28, 1963
REPUBLIC OF THE PHILIPPINES, plaintiff-appellee, vs. ACOJE MINING COMPANY, INC., defendant-appellant.
FACTS
The Acoje Mining Company requested the Bureau of Posts to establish a post office at its mining camp. The Director of Posts agreed, conditional upon the company providing free quarters and equipment, assigning an employee as postmaster, and assuming direct financial responsibility for any pecuniary loss caused by that employee’s dishonesty, carelessness, or negligence. The company’s board of directors passed a resolution accepting “full responsibility for all cash received by the Postmaster.” A post office was subsequently opened with company employee Hilario Sanchez as postmaster.
In 1954, Sanchez disappeared. An audit revealed a cash shortage of P13,867.24. The Republic demanded payment from Acoje Mining based on its assumed responsibility. The company refused, leading to a collection suit. The trial court found the evidence supported a shortage of P9,515.25 and held the company liable for this amount, rejecting its defenses.
ISSUE
Whether the Acoje Mining Company is liable for the postal cash shortage based on its board resolution assuming responsibility.
RULING
Yes, the company is liable. The Supreme Court affirmed the trial court’s decision. The defense of ultra vires—that the board resolution was beyond the company’s corporate powers—is unavailing. The company initiated the request for the post office for the benefit and convenience of its employees. It voluntarily agreed to the government’s conditions and formally accepted them via board resolution. Having received the benefit of the postal services, the company is estopped from repudiating its obligation on technical grounds. The modern rule prevents a corporation from accepting benefits under an agreement and then pleading ultra vires to avoid its concomitant duties, especially where the other party acted in good faith.
Furthermore, the company’s liability is that of a principal obligor, not merely a guarantor. The resolution’s clear and sweeping language—assuming “full responsibility for all cash received by the Postmaster”—creates a direct and primary obligation. There is no condition that the government must first exhaust the properties of the defaulting postmaster. The company’s liability is therefore solidary and enforceable upon the proven loss. The Court found the evidence sufficient to establish the adjudicated amount of P9,515.25 as the government’s actual loss.