ARB CONSTRUCTION CO., INC., and MARK MOLINA vs. COURT OF APPEALS

ARB CONSTRUCTION CO., INC., and MARK MOLINA vs. COURT OF APPEALS, TBS SECURITY AND INVESTIGATION AGENCY represented by CECILIA R. BACLAY
G.R. No. 126554. May 31, 2000

Facts:
1.      TBS Security and Investigation Agency (TBSS) entered into two Service Contracts with ARBC wherein TBSS agreed to provide and post security guards in the five establishments being maintained by ARBC.
2.      This contract shall be effective for a period of one year and shall be considered automatically renewed for the same period unless otherwise a written notice of termination shall have been given by one party to the other party thirty days in advance.
3.      In a letter ARBC informed TBSS of its desire to terminate the Service Contracts.
4.      ARBC through its Vice President for Operations, Mark Molina, informed TBSS that it was replacing its security guards with those of Global Security Investigation Agency (GSIA).
5.      TBSS informed ARBC that the latter could not preterminate the Service Contracts nor could it post security guards from GSIA as it would run counter to the provisions of their Service Contracts.
6.      TBSS filed a Complaint for Preliminary Injunction against ARBC and GSIA.
7.      In Answer, ARBC claimed that it decreased the number of security guards being posted at its establishments to only one as the security guards assigned by TBSS were found to be grossly negligent and inefficient, citing the some incidents of it.
8.      TBSS alleged in its Amended and Supplemental Complaint that ARBC, thru Molina illegally deducted from the payroll an amount representing the value of one unit concrete vibrator and cassette recorder. It further argued that ARBC withheld additional amounts from its payroll as payment for the parts of the grader that were stolen.

Issue:
            Whether or not the compliant is sufficient to hold Molina liable in his personal capacity

Ruling:
            The general rule is that officers of a corporation are not personally liable for their official acts unless it is shown that they have exceeded their authority.

            On the basis hereof, petitioner Molina could not be held jointly and severally liable for any obligation which petitioner ARBC may be held accountable for, absent any proof of bad faith or malice on his part. Corollarily, it is also incorrect on the part of the Court of Appeals to conclude that there was a sufficient cause of action against Molina as to make him personally liable for his actuations as Vice President for Operations of ARBC. A cursory reading of the records of the instant case would reveal that Molina did not summarily withhold certain amounts from the payroll of TBSS. Instead, he enumerated instances which in his view were enough bases to do so.

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