Calubad v. Ricarcen Development

Summary

This case involves a dispute over corporate authority and apparent agency. Calubad lent P7,000,000 to Ricarcen Development Corporation through transactions with its president Marilyn Soliman, who presented corporate resolutions as proof of authority. When Ricarcen defaulted and Calubad foreclosed, Ricarcen sued claiming the documents were fabricated and Marilyn lacked authority. The RTC and Court of Appeals sided with Ricarcen, finding the corporate documents were indeed forged. However, the Supreme Court reversed, applying the doctrine of apparent authority and corporate estoppel. The Court held that Ricarcen clothed Marilyn with apparent authority through various corporate acts, including giving her blank signed documents, allowing her to possess the land title, accepting loan proceeds, and making interest payments. The decision protects innocent third parties who deal in good faith with corporate officers who appear to have authority, even when actual authority is lacking.