G.R. No.

L-27155
May 18, 1978
PHILIPPINE NATIONAL BANK, petitioner,
vs. THE COURT OF APPEALS, RITA GUECO TAPNIO, CECILIO GUECO and THE PHILIPPINE
AMERICAN GENERAL INSURANCE COMPANY, INC., respondents.
Antonio, J.
DOCTRINE: A corporation is liable for tort whenever a tortuous act is committed by an officer or agent under
the express direction or authority of the stockholders or members acting as a body, or, generally, from the
directors as the governing body.
FACTS: 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 which 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.
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 PNB should be liable for tort.
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.
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.
While petitioner had the ultimate authority of approving or disapproving the proposed lease since the quota
was mortgaged to the Bank, the latter certainly cannot escape its responsibility of observing, for the protection
of the interest of private respondents. The law makes it imperative that every person "must in the exercise of
his rights and in the performance of his duties, act with justice, give everyone his due, and observe honesty
and good faith. Certainly, it knew that the agricultural year was about to expire, that by its disapproval of the
lease private respondents would be unable to utilize the sugar quota in question.