Dear Atty. Gab,

Musta Atty! I hope this letter finds you well. My name is Samuel Cabral, and I run a small trading business here in Cebu City dealing with imported electronic components. Recently, I found myself in a very troubling situation with my bank, Bank ABC, and I desperately need some understanding of where I stand legally.

About six months ago, I needed financing for a large shipment supposedly coming from Shenzhen. I worked closely with the Assistant Branch Manager, Ms. Elena Sison, who has handled my accounts for two years. For this transaction, worth about US$75,000, the supplier sent copies of the shipping documents, including the Bill of Lading, which was clearly marked ‘non-negotiable copy’. I was hesitant, but Ms. Sison assured me it was acceptable for the bank to release the funds based on these copies, provided I submit the original negotiable documents within 15 days of the funds’ release. She signed off on the approval slip herself, citing our good business relationship and the urgency to pay the supplier.

To my horror, the original documents never arrived, and investigations revealed the supplier was a scam operation, and the shipment never existed. Now, Bank ABC is demanding the full $75,000 plus interest from my company. During discussions, the bank’s legal team mentioned they are also investigating Ms. Sison for ‘exceeding her authority’ and ‘possible collusion’ since approving funds against non-negotiable documents is apparently against their strict internal policy, especially for that amount.

I feel trapped and betrayed. While my company received the funds, it was Ms. Sison’s specific approval and assurance that made the transaction proceed under irregular circumstances. Can Ms. Sison be held legally responsible alongside my company for the bank’s loss? Does her approval, possibly against bank rules, affect my company’s liability? I’m worried my business might go under. Thank you for any guidance you can offer.

Sincerely,
Samuel Cabral

Dear Samuel,

Thank you for reaching out. I understand this is a deeply concerning situation for you and your business. Dealing with financial losses due to fraud, compounded by questions about the actions of bank personnel you trusted, is undoubtedly stressful.

Generally, a company that receives funds from a bank based on a transaction, even one later found to be fraudulent, is primarily responsible for repaying the bank. However, the involvement of a bank officer who approves such a transaction under irregular circumstances, potentially exceeding their authority or acting negligently, introduces complexities. Philippine law and jurisprudence recognize that bank officers owe a high degree of diligence to the bank and can be held personally liable for losses resulting from their gross negligence, actions exceeding their authority, or participation in fraudulent schemes. If proven, such actions could lead to the officer being held jointly and solidarily liable with the borrower for the bank’s loss.

Bank Officer Accountability: When Approval Leads to Liability

The situation you described touches upon fundamental principles governing the conduct and responsibilities of bank officers in the Philippines. Banks are institutions imbued with public trust, and their officers are expected to exercise a high degree of diligence in their duties, higher than that of a good father of a family. This duty extends to ensuring that transactions, especially those involving the disbursement of funds, comply with banking laws, regulations, and the bank’s own internal policies and procedures.

When a bank officer approves a transaction despite clear irregularities, such as accepting non-negotiable shipping documents when negotiable ones are required by standard practice or the terms of the financing, they expose the bank to significant risk. If the officer knows, or should reasonably know, that accepting such documents is against bank policy or standard safe banking practices, their approval could be deemed negligent. If the approval directly leads to financial loss for the bank, as in your case where the underlying shipment was non-existent, the officer’s liability comes into question.

The concept of acting beyond the scope of authority is crucial here. While Ms. Sison, as Assistant Branch Manager, likely had certain lending or approval authorities, these are typically subject to limits and conditions set by the bank. Approving a $75,000 transaction based on non-negotiable documents might have exceeded her specific authority limits or violated established protocols designed to protect the bank. An internal investigation often clarifies these limits. As jurisprudence suggests:

“Bank officers who approve transactions knowing they violate bank policy or standard procedures, or who exceed their defined authority, cannot simply claim ignorance or lack of time; they may be held personally liable for resulting losses.”

This principle underscores that officers cannot hide behind procedural shortcuts or misplaced trust when their actions deviate from established safeguards.

Furthermore, the bank’s investigation into ‘possible collusion’ points towards the potential for solidary liability. Solidary liability arises when two or more persons are responsible for the same obligation or wrongful act. In the context of fraud or acts causing damage (quasi-delicts), parties who actively participate or whose negligent actions contribute directly to the loss can be held jointly and severally liable. This means the creditor (the bank) can demand the full amount from any one of the liable parties, or any combination of them.

Proving collusion often relies on circumstantial evidence, as direct proof of conspiracy can be elusive. Factors such as the officer’s close relationship with the client, repeated disregard for procedures favoring that client, providing assurances that contradict policy, and the officer’s approval being the critical step enabling the transaction can collectively point towards a concerted effort to defraud the bank or, at minimum, gross negligence tantamount to bad faith.

“A bank officer’s act of approving a transaction, especially an irregular one involving incomplete or non-standard documentation, can be the single most important factor enabling a fraudulent scheme.”

The fact that Ms. Sison allegedly gave you assurances and proceeded with the approval despite the non-negotiable nature of the documents is significant. It suggests she may have consciously disregarded the risks or the bank’s protocols.

“Approving transactions based merely on a client’s promise to provide required documents later, particularly when dealing with non-negotiable instruments where negotiables are required, may constitute negligence or indicate collusion if loss results.”

While your company received the funds and is therefore obligated to the bank, the circumstances surrounding Ms. Sison’s approval are critical. If the bank determines she acted negligently, exceeded her authority, or colluded in the transaction, it strengthens the possibility of her being held solidarily liable. This wouldn’t automatically erase your company’s debt, but it means the bank could potentially recover its losses from her as well.

“While direct evidence of conspiracy might be absent, a concert of action aimed at defrauding the bank can be established through circumstances showing coordinated actions between the client and the approving bank officer.”

Understanding these legal principles is vital as you navigate discussions with Bank ABC. Her potential liability could become a factor in negotiating a settlement or payment plan for your company’s obligation.

Practical Advice for Your Situation

• Gather All Evidence: Compile every piece of documentation related to this transaction, including emails, letters, loan agreements, copies of the shipping documents, approval slips signed by Ms. Sison, and any written notes or records of conversations where she gave assurances.
• Document Communications: Keep detailed records of all communications with Bank ABC officials regarding this matter, including dates, times, persons spoken to, and summaries of discussions.
• Cooperate Truthfully: Be cooperative and truthful with Bank ABC’s investigators regarding the timeline of events and the assurances provided by Ms. Sison. Your transparency can be beneficial.
• Seek Legal Counsel: Engage a lawyer specializing in commercial or banking law immediately. They can provide tailored advice, represent your company in negotiations with the bank, and assess the strength of any potential claims regarding Ms. Sison’s shared liability.
• Understand Solidary Liability: Recognize that even if Ms. Sison is found liable, the bank can still pursue your company for the full amount under the principle of solidary liability. However, her liability might provide leverage in negotiating repayment terms.
• Review Your Loan Agreement: Carefully review the terms of your loan or financing agreement with the bank. Understand the representations and warranties your company made.
• Assess Ms. Sison’s Authority: While difficult for you to ascertain directly, your lawyer might explore, through legal means or negotiation, the exact scope of Ms. Sison’s lending authority within Bank ABC to determine if she clearly exceeded it.
• Explore Negotiation: Once you have legal counsel, explore possibilities for negotiating a settlement or a structured repayment plan with the bank, potentially highlighting the role of their officer’s actions in the loss incurred.

This is undoubtedly a complex and challenging situation, Samuel. The interplay between your company’s obligation and the bank officer’s potential misconduct requires careful legal navigation. Establishing the officer’s negligence or bad faith could influence how the bank proceeds and potentially lead to a finding of shared liability.

Hope this helps!

Sincerely,
Atty. Gabriel Ablola

For more specific legal assistance related to your situation, please contact me through gaboogle.com or via email at connect@gaboogle.com.

Disclaimer: This correspondence is provided for informational purposes only and does not constitute legal advice. For specific legal guidance tailored to your situation, please schedule a formal consultation.