RATIFICATION

 Civil Code, Article 1910: The principal must comply with all the obligations which the
agent may have contracted within the scope of his authority.

As for any obligation wherein the agent has exceeded his power, the principal is not
bound except when he ratifies it expressly or tacitly.

 Acuña v. Batac: There is abundant authority in support of the proposition that

ratification may be expressed or implied, and that implied ratification may take diverse
forms, such as by silence or acquiescence; by acts showing approval or adoption of the
contract; or by acceptance and retention of benefits flowing therefrom.||| (Acuña v.
Batac Producers Cooperative Marketing Association, Inc., G.R. No. L-20333, [June 30,
1967], 126 PHIL 896-906)
 As a consequence, the power to ratify the previous resolutions and actions of the board
of directors in this case lies in the stockholders, not in the board of directors. It would be
absurd to require the board of directors to ratify their own acts — acts which the same
directors already approved of beforehand. Hence, Juanito, as the administrator of
Teresita's estate even though not a director, is entitled to vote on behalf of Teresita's
estate as the administrator thereof.||| (Lopez Realty, Inc. v. Spouses Tanjangco, G.R.
No. 154291, [November 12, 2014])
 In order to ratify the unauthorized act of an agent and make it binding on the
corporation, it must be shown that the governing body or officer authorized to ratify
had full and complete knowledge of all the material facts connected with the
transaction to which it relates. 9 It cannot be assumed also that Atty. Cardenas, as
administrative manager of the corporation, had authority to ratify. For ratification can
never be made "on the part of the corporation by the same persons who wrongfully
assume the power to make the contract, but the ratification must be by the officer or
governing body having authority to make such contract and, as we have seen, must be
with full knowledge.||| (Vicente v. Geraldez, G.R. Nos. L-32473 & L-32483, [July 31,
1973], 152 PHIL 184-204)
 In any event, assuming arguendo that the responsive pleading did contain the aforesaid
admission of corporate liability, the same may not still be given effect at all. As correctly
found by the trial court, the alleged admission made in the answer by the counsel for
Intertrade was "without any enabling act or attendant ratification of corporate act," 9 as
would authorize or even ratify such admission. In the absence of such ratification or
authority, such admission does not bind the corporation.||| (Aguenza v. Metropolitan
Bank and Trust Co., G.R. No. 74336, [April 7, 1997], 337 PHIL 448-459)
 LATCHES OR STALE DEMANDS - It was only on September 6, 1995, or almost twenty (20)
years from the time Eduardo Santos learned of the March 1, 1976 Resolution, that
Rovels filed its petition in SEC Case No. 09-95-5135. Within that long period of time,
Rovels did nothing to contest the March 1, 1976 TTTDC Resolution to protect its rights, if
any. Obviously, such inaction constitutes estoppel, prescription and laches. As stated by
Rovels itself, Article 1149 of the New Civil Code limits the filing of actions, whose periods
are not fixed therein or in any other laws, to only five (5) years. In addition, the principle
 of laches or "stale demands" provides that the failure or neglect, for an unreasonable
and unexplained length of time, to do that which by exercising due diligence could or
should have been done earlier, or the negligence or omission to assert a right within a
reasonable time, warrants a presumption that the party entitled to assert it either has
abandoned it or declined to assert it.||| (Rovels Enterprises, Inc. v. Ocampo, G.R. No.
136821, [October 17, 2002], 439 PHIL 777-793)
 If a private corporation intentionally or negligently clothes its officers or agents with
apparent power to perform acts for it, the corporation will be estopped to deny that the
apparent authority is real as to innocent third persons dealing in good faith with such
officers or agents. 17 As testified to by Martillano, after she received a copy of the credit
line agreement and affixed her signature in conformity thereto, she forwarded the same
to the legal department of the Bank at its Head Office. Despite its knowledge, Premiere
Bank failed to disaffirm the contract. When the officers or agents of a corporation
exceed their powers in entering into contracts or doing other acts, the corporation,
when it has knowledge thereof, must promptly disaffirm the contract or act and allow
the other party or third persons to act in the belief that it was authorized or has been
ratified. If it acquiesces, with knowledge of the facts, or fails to disaffirm, ratification will
be implied or else it will be estopped to deny ratification.||| (Premiere Development
Bank v. Court of Appeals, G.R. No. 159352, [April 14, 2004], 471 PHIL 704-720)
 Woodchild Holdings v. Electric
- Powers of authority are construed strictly;
- It bears stressing that apparent authority is based on estoppel and can arise from
two instances: first, the principal may knowingly permit the agent to so hold himself
out as having such authority, and in this way, the principal becomes estopped to
claim that the agent does not have such authority; second, the principal may so
clothe the agent with the indicia of authority as to lead a reasonably prudent person
to believe that he actually has such authority.
- There can be no apparent authority of an agent without acts or conduct on the part
of the principal and such acts or conduct of the principal must have been known and
relied upon in good faith and as a result of the exercise of reasonable prudence by a
third person as claimant and such must have produced a change of position to its
detriment. The apparent power of an agent is to be determined by the acts of the
principal and not by the acts of the agent.
- For the principle of apparent authority to apply, the petitioner was burdened to
prove the following: (a) the acts of the respondent justifying belief in the agency by
the petitioner; (b) knowledge thereof by the respondent which is sought to be held;
and, (c) reliance thereon by the petitioner consistent with ordinary care and
prudence.
- For an act of the principal to be considered as an implied ratification of unauthorized
act of an agent, such act must be inconsistent with any other hypothesis than that
he approved and intended to adopt what had been done in his name. Ratification is
based on waiver — the intentional relinquishment of a known right. Ratification
cannot be inferred from acts that a principal has a right to do independently of the
unauthorized act of the agent. Moreover, if a writing is required to grant an
 authority to do a particular act, ratification of that act must also be in writing. Since
the respondent had not ratified the unauthorized acts of Roxas, the same are
unenforceable. Hence, by the respondent’s retention of the amount, it cannot
thereby be implied that it had ratified the unauthorized acts of its agent, Roberto
Roxas.

APPARENT AUTHORITY

 ARTICLE 1883 - If an agent acts in his own name, the principal has no right of action
against the persons with whom the agent has contracted; neither have such persons
against the principal.
In such case the agent is the one directly bound in favor of the person with whom he
has contracted, as if the transaction were his own, except when the contract involves
things belonging to the principal.
The provisions of this article shall be understood to be without prejudice to the actions
between the principal and agent.
 A very large part of the business of the country is carried on by corporations. It certainly
is not the practice of persons dealing with officers or agents who assume to act for such
entities to insist on being shown the resolution of the board of directors authorizing the
particular officer or agent to transact the particular business which he assumes to
conduct. A person who knows that the officer or agent of the corporation habitually
transacts certain kinds of business for such corporation under circumstances which
necessarily show knowledge on the part of those charged with the conduct of the
corporate business assumes, as he has the right to assume, that such agent or officer is
acting within the scope of his authority.

If a private corporation intentionally or negligently clothes its officers or agents with

apparent power to perform acts for it, the corporation will be estopped to deny that
such apparent authority is real, as to innocent third persons dealing in good faith with
such officers or agents.||| (Francisco v. Government Service Insurance System, G.R. No.
L-18287, L-18155, [March 30, 1963], 117 PHIL 586-598)

 Finally, Nyco disowns its President's acts claiming that it never authorized Rufino Yao
(Nyco's President) to even apply to BA Finance for credit accommodation. It supports its
argument with the fact that it did not issue a Board resolution giving Yao such authority.
However, the very evidence on record readily belies Nyco's contention. Its corporate By-
Laws clearly provide for the powers of its President, which include, inter alia, executing
contracts and agreements, borrowing money, signing, indorsing and delivering checks,
all in behalf of the corporation. Furthermore, the appellate court correctly adopted the
lower court's observation that there was already a previous transaction of discounting
of checks involving the same personalities wherein any enabling resolution from Nyco
was dispensed with and yet BA Finance was able to collect from Nyco and Sanshell was
able to discharge its own undertakings. Such effectively places Nyco under estoppel in
pais which arises when one, by his acts, representations or admissions, or by his silence
 when he ought to speak out, intentionally or through culpable negligence, induces
another to believe certain facts to exist and such other rightfully relies and acts on such
belief, so that he will be prejudiced if the former is permitted to deny the existence of
such facts (Panay Electric Co., Inc. v. Court of Appeals, G.R. No. 81939, June 29, 1989).
Nyco remained silent in the course of the transaction and spoke out only later to escape
liability. This cannot be countenanced. Nyco is estopped from denying Rufino Yao's
authority as far as the latters transactions with BA Finance are concerned.||| (Nyco
Sales Corp. v. BA Finance Corp., G.R. No. 71694, [August 16, 1991], 277 PHIL 726-733)
 "Conformably, we have declared in countless decisions that the principal is liable for
obligations contracted by the agent. The agent's apparent representation yields to the
principal's true representation and the contract is considered as entered into between
the principal and the third person (citing National Food Authority vs. Intermediate
Appellate Court, 184 SCRA 166).
"A bank is liable for wrongful acts of its officers done in the interest of the bank or in the
course of dealings of the officers in their representative capacity but not for acts outside
the scope of their authority (9 C.J.S., p. 417). A bank holding out its officers and agents
as worthy of confidence will not be permitted to profit by the frauds they may thus be
enabled to perpetrate in the apparent scope of their employment; nor will it be
permitted to shirk its responsibility for such frauds, even though no benefit may accrue
to the bank therefrom (10 Am Jur 2, p. 114) Accordingly, a banking corporation is liable
to innocent third persons where the representation is made in the course of its business
by an agent acting within the general scope of his authority even though, in the
particular case, the agent is secretly abusing his authority and attempting to perpetrate
a fraud upon his principal or some other person, for his own ultimate benefit. (First
Philippine International Bank v. Court of Appeals, G.R. No. 115849, [January 24, 1996],
322 PHIL 280-342)
 On its face, the subject certificates state that it is registered in the name of Filriters. This
should have put the petitioner on notice, and prompted it to inquire from Filriters as to
Philfinance's title over the same or its authority to assign the certificate. As it is, there is
no showing to the effect that petitioner had any dealings whatsoever with Filriters, nor
did it make inquiries as to the ownership of the certificate.

Petitioner, being a commercial bank, cannot feign ignorance of Central Bank Circular
769, and its requirements. An entity which deals with corporate agents within
circumstances showing that the agents are acting in excess of corporate authority, may
not hold the corporation liable. 22 This is only fair, as everyone 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.||| (Traders Royal Bank v. Court of Appeals, G.R.
No. 93397, [March 3, 1997], 336 PHIL 15-32)

 Secondly, the principle of estoppel precludes petitioners from denying the validity of the
transactions entered into by Teresita Lipat with Pacific Bank, who in good faith, relied on
the authority of the former as manager to act on behalf of petitioner Estelita Lipat and
both BET and BEC. While the power and responsibility to decide whether the
 corporation should enter into a contract that will bind the corporation is lodged in its
board of directors, subject to the articles of incorporation, by-laws, or relevant
provisions of law, yet, just as a natural person may authorize another to do certain acts
for and on his behalf, the board of directors may validly delegate some of its functions
and powers to officers, committees, or agents. The authority of such individuals to bind
the corporation is generally derived from law, corporate by-laws, or authorization from
the board, either expressly or impliedly by habit, custom, or acquiescence in the general
course of business. 31 Apparent authority, is derived not merely from practice. Its
existence may be ascertained through (1) 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 him; or (2) the acquiescence in his acts
of a particular nature, with actual or constructive knowledge thereof, whether within or
beyond the scope of his ordinary powers.

In this case, Teresita Lipat had dealt with Pacific Bank on the mortgage contract by
virtue of a special power of attorney executed by Estelita Lipat. Recall that Teresita Lipat
acted as the manager of both BEC and BET and had been deciding business matters in
the absence of Estelita Lipat. Further, the export bills secured by BEC were for the
benefit of "Mystical Fashion" owned by Estelita Lipat. 33 Hence, Pacific Bank cannot be
faulted for relying on the same authority granted to Teresita Lipat by Estelita Lipat by
virtue of a special power of attorney. It is a familiar doctrine that if a corporation
knowingly permits one of its officers or any other agent to act within the scope of an
apparent authority, it holds him out to the public as possessing the power to do those
acts; thus, the corporation will, as against anyone who has in good faith dealt with it
through such agent, be estopped from denying the agent's authority.||| (Lipat v. Pacific
Banking Corp., G.R. No. 142435, [April 30, 2003], 450 PHIL 401-415)

 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, either 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. 35 Apparent authority is derived not merely
from practice. Its existence may be ascertained through 1) 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 him; or 2) 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.

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. 38
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.

Petitioner's inaction, coupled with the apparent authority of Atty. Soluta to act on
behalf of the corporation, validates the July 14 agreement and thus binds the
corporation. All these taken together, lead to no other conclusion than that the
petitioner attempted to defraud the respondents. This is bolstered by the fact that it
forged another contract involving the same property, with another buyer, the spouses
Vaca, notwithstanding the pendency of the instant case.||| (Associated Bank v. Spouses
Pronstroller, G.R. No. 148444, [July 14, 2008], 580 PHIL 104-124)

 Apparent authority is derived not merely from practice. Its existence may be ascertained
through (1) 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 him; or (2) the acquiescence in his acts of a particular nature, with
actual or constructive knowledge thereof, within or beyond the scope of his ordinary
powers. It requires presentation of evidence of similar act(s) executed either in its favor
or in favor of other parties. 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.

In the absence of a charter or bylaw provision to the contrary, the president is

presumed to have the authority to act within the domain of the general objectives of its
business and within the scope of his or her usual duties.

 In this case, Sr. Medalle formed and organized the Group. She had been giving financial
support to the Group, in her capacity as President of Holy Trinity College. Sr. Navarro
admitted that the Board of Trustees never questioned the existence and activities of the
Group. Thus, any agreement or contract entered into by Sr. Medalle as President of Holy
Trinity College relating to the Group bears the consent and approval of respondent. It is
through these dynamics that we cannot fault petitioner for relying on Sr. Medalle's
authority to transact with petitioner.||| (Georg v. Holy Trinity College, Inc., G.R. No.
190408, [July 20, 2016], 790 PHIL 631-666)
||| (Advance Paper Corp. v. Arma Traders Corp., G.R. No. 176897, [December 11, 2013],
723 PHIL 401-425)