FROM: DSC
SUBJECT: Whether a resident agent can be cited for indirect
contempt
Under the rules of agency, an agent of the corporation cannot bind the
corporation if his acts are beyond the scope of his authority as determined by the
Board of Directors. Corollarily, the agent has no personal liability to a third person
if he acts within the scope of his authority.
1
G.R. No. 69999, April 30, 1991
2
Campos, Comments on the Corporation Code
3
Vicente vs. Geraldez, L-32473, 53 SCRA 210
In the case of Smith, Bell and Co., Inc. v. Court of Appeals 4, the Supreme
Court held that the Collecting Agent of an insurance company cannot be made
solidarily liable to pay insurance proceeds to the insured because the liability is
solely imputed against the principal and not to the agent who merely acted within
the scope of his authority on behalf of the principal. Thus, if the principal does not
want to pay, the assets of the agent who acted within the scope of his authority
cannot be subject to a writ of execution in favor of the insured so that his
insurance claims can be satisfied. Thus, in the cited case, the Supreme Court
said:
4
G.R. No. 110668, February 6, 1997
5
Cited by the Supreme Court from the case of Salonga vs. Warner, Barnes & Co., Ltd., 88 Phil. 125 (1951)
This is because the Resident Agent is not a real party in interest in the
contemplated indirect contempt proceeding which is a separate proceeding
which will pass upon the issue of whether or not those enjoined from committing
acts in furtherance of or in the enforcement of the Notice of Non-Renewal had
been complying with such order.
The liability for indirect contempt, therefore, lies with the Board of
Directors of Ferrero and all its officers, agents, representatives and all persons
acting on its behalf who have in their power to commit the acts in furtherance of
or in the enforcement of the Notice of Non-Renewal.
6
G.R. No. L-18535, August 15, 1922