TRINIDAD J. FRANCISCO, INSURANCE SYSTEM, (Reyes J.

/ 1963) Facts: (from a previous digest)

vs.

GOVERNMENT

SERVICE Trindad thus instituted the present suit. The trial court ruled in favor of Trinidad. It found that the letter dated Feb. 20, 1959 had been unqualifiedly accepted and was binding and the plaintiff need not pay the extra charges being demanded. ISSUE: WON the offer by Vicente Francisco was accepted by the corporation? RULING: YES, 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. In this case, the telegram was within Andals apparent authority. Assuming that it was sent by the Board Secretary in his name but without his knowledge, third persons are not duty bound to disbelieve the acts of a corporations officers, especially when it appears regular on its face. Furthermore, the Civil Code provides for ratification, wherein a party with knowledge of the reason which renders the contract voidable and such reason having ceased, the person who has a right to invoke it executes an act which necessarily implies an intention to waive his right. In this case, GSIS ratified its acceptance of Vicente Franciscos offer when it failed to refute it in the letter sent

On Oct. 10, 1956, Trinidad Francisco, in consideration of a loan extended to it, mortgaged to GSIS a parcel of land known as VIC-MARI compound. On Jan. 6, 1959 the mortgage was extrajudicially foreclosed. GSIS acquired ownership of the land Vicente Francisco, Trinidads father, sent a letter dated Feb. 20, 1959 to GSIS proposing a redemption of the property. He later received a telegram from the General Manager Andal saying that GSIS approved redemption. After the redemption had already concluded and all of the arrearages have been paid. On Jan. 1960, Trinidad, thinking that she had already redeemed the property suddenly received letters from the GSIS the General Manager Andal asking for the proposal for the payment of her indebtedness. Franciscos father protested claiming that he had already redeemed the property as per the letter he sent GSIS. Nevertheless, GSIS continued to demand foreclosure. They claimed that the telegram assenting to the proposal letter of Franciscos father should be disregarded as it failed to express the contents of the board resolution due to the error of its minor employees in couching the correct wording of the telegram. The board resolution approving the letter contained the condition that Franciscos father should also pay the expenses in the foreclosure of the mortgage. The remittances already made by him were not sufficient to cover this.

by Trinidad Francisco to Mr. Andal which quoted verbatim the telegram of acceptance. This was in itself notice to the corporation of the terms of the allegedly unauthorized telegram. Since a corporation cannot see, or know, anything except through its officers, knowledge of facts acquired or possessed by an officer or agent of a corporation in the course of his employment, and in relation to matters within the scope of his authority, is notice to the corporation, whether he communicates such knowledge or not. GSIS pocketed the amount and kept silent about the telegram. This silence, taken together with the unconditional acceptance of three other subsequent remittances from plaintiff, constitutes in itself a binding ratification of the original agreement FOR THE FOREGOING REASONS, the appealed decision is hereby affirmed.