Lessons Applicable: Corp. negligence depending on culpa contractual or culpa aquiliana (Corporate Law)
FACTS:
- Solidbank is a domestic banking corporation organized and existing under Philippine laws.
- Private respondent L.C. Diaz and Company, CPA’s (“L.C. Diaz”), is a professional partnership engaged in the practice of accounting.
- March 1976: L.C. Diaz, professional partnership engaged in the practice of accounting, opened a savings account with Solidbank, designated as Savings Account No. S/A 200-16872-6.
- August 14 1991:
- L.C. Diaz through its cashier, Mercedes Macaraya (Macaraya), filled up a savings (cash) deposit slip for P990 and a savings (checks) deposit slip for P50.
- Macaraya instructed the messenger of L.C. Diaz, Ismael Calapre (Calapre), to deposit the money with Solidbank.
- Macaraya also gave Calapre the Solidbank passbook
- Calapre went to Solidbank and presented to Teller No. 6 the 2 deposit slips and the passbook.
- The teller acknowledged receipt of the deposit by returning to Calapre the duplicate copies of the two deposit slips.
- Teller No. 6 stamped the deposit slips with the words “DUPLICATE” and “SAVING TELLER 6 SOLIDBANK HEAD OFFICE.”
- Since the transaction took time and Calapre had to make another deposit for L.C. Diaz with Allied Bank, he left the passbook with Solidbank.
- Calapre then went to Allied Bank.
- When Calapre returned to Solidbank to retrieve the passbook, Teller No. 6 informed him that “somebody got the passbook.”
- Calapre went back to L.C. Diaz and reported the incident to Macaraya.
- Macaraya immediately prepared a deposit slip in duplicate copies with a check of P200,000
- When Macaraya asked for the passbook, Teller No. 6 told Macaraya that someone got the passbook but she could not remember to whom she gave the passbook.
- When Macaraya asked Teller No. 6 if Calapre got the passbook, Teller No. 6 answered that someone shorter than Calapre got the passbook. Calapre was then standing beside Macaraya.
- August 15 1991, L.C. Diaz through its CEO, Luis C. Diaz (Diaz) called up Solidbank to stop any transaction using the same passbook until L.C. Diaz could open a new account
- Diaz formally wrote Solidbank to make the same request
- L.C. Diaz learned of the unauthorized withdrawal the day before, August 14 1991, of P300,000 from its savings account.
- The withdrawal slip for the P300,000 bore the signatures of the authorized signatories of L.C. Diaz, namely Diaz and Rustico L. Murillo.
- The signatories, however, denied signing the withdrawal slip.
- A certain Noel Tamayo received theP300,000.
- September 5 1991: , L.C. Diaz charged its messenger, Emerano Ilagan (Ilagan) and one Roscon Verdazola with Estafa through Falsification of Commercial Document
- RTC: dismissed the criminal case after the City Prosecutor
- August 24 1992: Solidbank refused the demand from L.C. Diaz' counsel
- August 25 1992: L.C. Diaz filed a Complaint for Recovery of a Sum of Money against Solidbank with the RTC.
- December 28 1994, RTC: a decision absolving Solidbank and dismissing the complaint
- October 27 1998: CA reversed the decision of RTC
ISSUE: W/N Solidbank should be liable for the recovery of the sum of money
HELD: YES. CA AFFIRMED with MODIFICATION. Petitioner Solidbank Corporation shall pay private L.C. Diaz and Company, CPA’s only 60% of the actual damages awarded by the CA. The remaining 40% of the actual damages shall be borne by private respondent L.C. Diaz and Company, CPA’s
- Solidbank is liable for breach of contract due to negligence, or culpa contractual
- contract between the bank and its depositor is governed by the provisions of the Civil Code on simple loan
- Section 2 of RA 8791 effected on June 13 2000, declares that the State recognizes the “fiduciary nature of banking that requires high standards of integrity and performance
- Solidbank’s tellers must exercise a high degree of diligence in insuring that they return the passbook only to the depositor or his authorized representative
- Solidbank is bound by the negligence of its employees under the principle of respondeat superioror command responsibility
- The defense of exercising the required diligence in the selection and supervision of employees is not a complete defense in culpa contractual, unlike in culpa aquiliana
- The doctrine of last clear chance states that where both parties are negligent but the negligent act of one is appreciably later than that of the other, or where it is impossible to determine whose fault or negligence caused the loss, the one who had the last clear opportunity to avoid the loss but failed to do so, is chargeable with the loss - not applicable
- This is a case of culpa contractual, where neither the contributory negligence of the plaintiff nor his last clear chance to avoid the loss, would exonerate the defendant from liability
- In this case, L.C. Diaz was guilty of contributory negligence in allowing a withdrawal slip signed by its authorized signatories to fall into the hands of an impostor. Thus, the liability of Solidbank should be reduced.