EDUARDO V. LINTONJUA, JR. and ANTONIO K. LITONJUA, Petitioners, vs. ETERNIT CORPORATION (now ETERTON MULTI-RESOURCES CORPORATION), ETEROUTREMER, S.A. and FAR EAST BANK & TRUST COMPANY, Respondents. D E C I S I O N CALLEJO, SR., J.:

 FACTS:
​The Eternit Corporation (EC) manufactures roofing materials and pipe products. 90% of the shares of stocks of EC were owned by Eteroutremer S.A. Corporation (ESAC), a corporation registered under the laws of Belgium. Glanville was the General Manager and President of EC, while Delsaux was the Regional Director for Asia of ESAC. In 1986, because of the political situation in the Philippines the management of ESAC wanted to stop its operations and to dispose the land in Mandaluyong City. They engaged the services of realtor/broker Lauro G. Marquez. Marquez thereafter offered the land to Eduardo B. Litonjua, Jr. The Litonjua brothers deposited US$1,000,000.00 with the Security Bank & Trust Company and drafted an Escrow Agreement to expedite the sale. Meanwhile, with the assumption of Corazon C. Aquino as President, the political situation improved. Marquez received a letter from Delsaux that the ESAC Regional Office decided not to proceed with the sale. When informed of this, the Litonjuas, filed a complaint for specific performance and payment for damages on account of the aborted sale. Both the trial court and appellate court rendered judgment in favor of defendants and dismissed the complaint. The lower court declared that since the authority of the agents/realtors was not in writing, the sale is void and not merely unenforceable. EC maintain that Glanville, Delsaux and Marquez had no authority from the stockholders of EC and its Board of Directors to offer the properties for sale to the petitioners. Petitioners assert that there was no need for a written authority from the Board of Directors of EC for Marquez to validly act as broker. As broker, Marquez was not an ordinary agent because his only job as a broker was to look for a buyer and to bring together the parties to the transaction. He was not authorized to sell the properties; hence, petitioners argue, Article 1874 of the New Civil Code does not apply.

ISSUE:
​Whether Marquez needed a written authority from Eternit Corporation for the sale can be perfected.

HELD:
YES. A corporation is a juridical person separate and distinct from its members or stockholders and is not affected by the personal rights, obligations and transactions of the latter. It may act only through its board of directors or, when authorized either by its by-laws or by its board resolution, through its officers or agents in the normal course of business. The general principles of agency govern the relation between the corporation and its officers or agents, subject to the articles of incorporation, by-laws, or relevant provisions of law. The property of a corporation, however, is not the property of the stockholders or members, and as such, may not be sold without express authority from the board of directors. Physical acts, like the offering of the properties of the corporation for sale, or the acceptance of a counter-offer of prospective buyers of such properties and the execution of the deed of sale covering such property, can be performed by the corporation only by officers or agents duly authorized for the purpose by corporate by-laws or by specific acts of the board of directors. Absent such valid delegation/authorization, the rule is that the declarations of an individual director relating to the affairs of the corporation, but not in the course of, or connected with, the performance of authorized duties of such director, are not binding on the corporation. While a corporation may appoint agents to negotiate for the sale of its real properties, the final say will have to be with the board of directors through its officers and agents as authorized by a board resolution or by its by-laws. An unauthorized act of an officer of the corporation is not binding on it unless the latter ratifies the same expressly or impliedly by its board of directors. Any sale of real property of a corporation by a person purporting to be an agent thereof but without written authority from the corporation is null and void.