Inter-Asia Investments Industries v. Court of Appeals

Summary

This commercial law case involved a breach of warranties dispute arising from a stock purchase agreement between two corporations. Inter-Asia sold FARMACOR shares to Asia Industries with warranties about financial statements and guaranteed net worth. When SGV's audit revealed significant deficiencies below the guaranteed minimum, Asia Industries became entitled to a substantial refund. The Supreme Court upheld the lower courts' findings that Inter-Asia breached its warranties and was bound by its president's subsequent letter-proposal due to apparent authority principles. However, the Court deleted the attorney's fees award for lack of proper justification. The case establishes important precedents regarding corporate officer authority and warranty obligations in commercial stock transactions.