ASSOCIATED BANK V. PRONSTROLLER (REMEDIAL, COMMERCIAL)

Well-settled is the rule that the findings of the RTC, as affirmed by the CA, are binding on the SC. In a petition for review on certiorari under Rule 45, as in this case, this Court may not review the findings of fact all over again. This Court is not a trier of cats, and it is not its function to reexamine and weigh anew the respective evidence of the parties. The findings of the CA are conclusive on the parties and carry oven more weight when these coincide with the factual findings of the trial court, unless the factual findings are not supported by the evidence on record. Petitioner failed to show why the above doctrine should not be applied to the instant case.

The general rule is that, in the absence of authority from the Board of Directors, no person, not even its officers, can validly bind a corporation. The power and responsibility to decide whether the corporation should enter into a contract that will bind the corporation is lodged in the Board of Directors. However, just as a natural person may authorize another to do certain acts for and on his behalf, the Board may validly delegate some of its functions and powers to officers, committees, and agents. The authority of such individuals to bind the corporation is generally derived from law, corporate bylaws, or authorization from the Board, wither expressly or impliedly, by habit, custom, or acquiescence, in the general course of business.

The authority of a corporate officer or agent in dealing with third persons may be actual or apparent. The doctrine of Apparent Authority with special reference to banks, had long been recognized in this jurisdiction. apparent authority is derived not merely from practice. Its existence may be ascertained through

• the general manner in which the corporation holds out an officer or agent as having the power to act, or in other words, the apparent authority to act in general, with which it clothes his; or
• the acquiescence in his acts of a particular nature, with actual or constructive knowledge thereof, within or beyond the scope of his ordinary powers.

Accordingly, the authority to act for and to bind a corporation may be presumed from acts of recognition in other instances, wherein the power was exercised without any objection from its board or shareholders. Undoubtedly, petitioner had previously allowed Atty. Soluta to enter into the first agreement without a board resolution expressly authorizing him; thus, it had clothed him with apparent authority to modify the same via the second letter-agreement. It is not the quantity of similar acts which establishes apparent authority, but the vesting of a corporate officer with the power to bind the corporation.

Naturally, the third person has little or no information as to what occurs in corporate meetings; and he must necessarily rely upon the external manifestations of corporate consent. The integrity of commercial transactions can only be maintained by holding the corporation strictly to the liability fixed upon it by its agents in accordance with law. What transpires in the corporate board room is entirely an internal matter. Hence, petitioner may not impute negligence on the part of the respondents in failing to find out the scope of Atty. Soluta's authority. Indeed, the public has the right to rely on the trustworthiness of bank officers and their acts.