Citibank, N.A. v. Chua

Citibank, N.A. v. Chua

Facts:

1.     Petitioner Citibank, N.A. is a foreign commercial banking corporation duly licensed to do business in the Philippines. 

Private respondents spouses Cresencio and Zenaida Velez, were good clients of petitioner bank’s branch in Cebu until March 14, 1986 when they filed a complaint for specific performance and damages against it before the RTC of Cebu.

2.     During the date of the pre-trial conference, counsel for petitioner bank appeared, presenting a special power of attorney executed by Citibank officer Florencia Tarriela in favor of petitioner bank’s counsel, J.P. Garcia and Associates, to represent and bind petitioner bank at the pre-trial conference of the case at bar.

 Inspite of this special power of attorney, counsel for private respondents orally moved to declare petitioner bank as in default on the ground that the special power of attorney was not executed by the Board of Directors of Citibank.

Issue:

Whether or not a resolution of the Board of Directors of a corporation is always necessary for granting authority to an agent to represent the corporation in court cases.

Ruling:

No. Just as a natural person may authorize another to do certain acts in his behalf, so may the board of directors of a corporation validly delegate some of its functions to individual officers or agents appointed by it.

Corporate powers may be directly conferred upon corporate officers or agents by statute, the articles of incorporation, the by-laws or by resolution or other act of the board of directors. In addition, an officer who is not a director may also appoint other agents when so authorized by the by-laws or by the board of directors.