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672 SUPREME COURT REPORTS ANNOTATED

Consolidated Bank and Trust Corporation vs. Court of Appeals

after computing the principal plus accrued interests and other

VOL. 356, APRIL 19, 2001 671 charges. However, to sustain petitioner on this score would be to
countenance a clear case of unjust enrichment, for while a
Consolidated Bank and Trust Corporation vs. Court of
marginal deposit earns no interest in favor of the debtor-
Appeals
depositor, the bank is not only able to use the same for its own
* purposes, interest-free, but is also able to earn interest on the
G.R. No. 114286. April 19, 2001. money loaned to respondent Corporation. Indeed, it would be
onerous to compute interest and other charges on the face value of
THE CONSOLIDATED BANK AND TRUST the letter of credit which the petitioner issued, without first
CORPORATION (SOLIDBANK), petitioner, vs. THE crediting or setting off the marginal deposit which the respondent
COURT OF APPEALS, CONTINENTAL CEMENT Corporation paid to it. Compensation is proper and should take
CORPORATION, GREGORY T. LIM and SPOUSE, effect by operation of law because the requisites in Article 1279 of
respondents. the Civil Code are present and should extinguish both debts to the
concurrent amount.
Evidence; Findings of fact by the Court of Appeals, especially Same; Same; Same; Same; Floating Rates of Interest; Trust
if they affirm factual findings of the trial court will not be Receipts Law; A stipulation for a floating rate of interest in a letter
disturbed by the Supreme Court, unless these findings are not of credit in which there is no reference rate set either by it or by the
supported by evidence.—On the first issue respecting the fact of Central Bank, leaving the determination thereof to the sole will
overpayment found by both the lower court and respondent Court and control of the lender bank is invalid; While it may be
of Appeals, we stress the time-honored rule that findings of fact acceptable, for practical reasons given the fluctuating economic
by the Court of Appeals, especially if they affirm factual findings conditions, for banks to stipulate that interest rates on a loan not
of the trial court will not be disturbed by this Court, unless these be fixed and instead be made dependent upon prevailing market
findings are not supported by evidence. conditions, there should always be a reference rate upon which to
Loans; Banks and Banking; Letters of Credit; Interest Rates; peg such variable interest rates.—Neither do we find error when
Compensation; It would be onerous to compute interest and other the lower court and the Court of Appeals set aside as invalid the
charges on the face value of the letter of credit which a bank floating rate of interest exhorted by petitioner to be applicable.
issued, without first crediting or setting off the marginal deposit The pertinent provision in the trust receipt agreement of the
which the borrower paid to it—compensation is proper and should parties fixing the interest rate states: I, WE jointly and severally
take effect by operation of law because the requisites in Article agree to any increase or decrease in the interest rate which may
1279 of the Civil Code are present and should extinguish both occur after July 1, 1981, when the Central Bank floated the
debts to the concurrent amount.—Petitioner’s contention that the interest rate, and to pay additionally the penalty of 1% per month
marginal deposit made by respondent Corporation should not be until the amount/s or installment/s due and unpaid under the
deducted outright from the amount of the letter of credit is trust receipt on the reverse side hereof is/are fully paid. We agree
untenable. Petitioner argues that the marginal deposit should be with respondent Court of Appeals that the foregoing stipulation is
considered only invalid, there being no reference rate set either by it or by the
Central Bank, leaving the determination thereof at the sole will
and control of petitioner. While it may be acceptable, for practical
_______________ reasons given the fluctuating economic conditions, for banks to
stipulate that interest rates on a loan not be fixed and instead be
* FIRST DIVISION.
made dependent upon prevailing market conditions, there should
always be a reference rate upon which to peg such variable
interest rates.
672

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Same; Trust Receipts Law; Where the debtor received the acquired the bunker fuel oil for re-sale; it needed the oil for its
goods subject of the trust receipt before the trust receipt itself was own operations. More importantly, at no time did title over the oil
entered into, the transaction in question is a simple loan and not a pass to petitioner, but directly to respondent Corporation to which
trust receipt agreement.—The recent case of Colinares v. Court of the oil was directly delivered long before the trust receipt was
Appeals appears to be foursquare with the facts obtaining in the executed.
case at bar. There, we found Corporation Law; It is hornbook law that corporate
personality is a shield against personal liability of its officers—a
673 corporate officer and his spouse cannot be made personally liable
under a trust receipt where he entered into and signed the contract
clearly in his official capacity.—We are not convinced that
respondent Gregory T. Lim and his spouse should be personally
VOL. 356, APRIL 19, 2001 673 liable under the subject trust receipt. Petitioner’s argument that
Consolidated Bank and Trust Corporation vs. Court of Appeals respondent Corporation and respondent Lim and his spouse are
one and the same cannot be sustained. The transactions sued
upon were
that inasmuch as the debtor received the goods subject of the
trust receipt before the trust receipt itself was entered into, the 674
transaction in question was a simple loan and not a trust receipt
agreement. Prior to the date of execution of the trust receipt,
ownership over the goods was already transferred to the debtor.
This situation is inconsistent with what normally obtains in a 674 SUPREME COURT REPORTS ANNOTATED
pure trust receipt transaction, wherein the goods belong in
ownership to the bank and are only released to the importer in Consolidated Bank and Trust Corporation vs. Court of Appeals
trust after the loan is granted. In the case at bar, as in Colinares,
the delivery to respondent Corporation of the goods subject of the clearly entered into by respondent Lim in his capacity as
trust receipt occurred long before the trust receipt itself was Executive Vice President of respondent Corporation. We stress
executed. More specifically, delivery of the bunker fuel oil to the hornbook law that corporate personality is a shield against
respondent Corporation’s Bulacan plant commenced on July 7, personal liability of its officers. Thus, we agree that respondents
1982 and was completed by July 19, 1982. Further, the oil was Gregory T. Lim and his spouse cannot be made personally liable
used up by respondent Corporation in its normal operations by since respondent Lim entered into and signed the contract clearly
August, 1982. On the other hand, the subject trust receipt was in his official capacity as Executive Vice President. The
only executed nearly two months after full delivery of the oil was personality of the corporation is separate and distinct from the
made to respondent Corporation, or on September 2, 1982. persons composing it.
Same; Same; Certainly, the payment of the sum of
PETITION for review on certiorari of a decision of the
P1,832,158.38 on a loan with a principal amount of P681,075.93
Court of Appeals.
negates any badge of dishonesty, abuse of confidence or
mishandling of funds on the part of the borrower, which are the The facts are stated in the opinion of the Court.
gravamen of a trust receipt violation.—Respondent Corporation           Delos Reyes, Bañaga, Briones and Associates for
cannot be said to have been dishonest in its dealings with petitioner.
petitioner. Neither has it been shown that it has evaded payment      Gil Venerando R. Racho for private respondents.
of its obligations. Indeed, it continually endeavored to meet the
same, as shown by the various receipts issued by petitioner YNARES-SANTIAGO, J.:
acknowledging payment on the loan. Certainly, the payment of
the sum of P1,832,158.38 on a loan with a principal amount of The instant petition for review
1
seeks to partially set aside
only P681,075.93 negates any badge of dishonesty, abuse of the July 26, 1993 Decision of respondent Court of Appeals
confidence or mishandling of funds on the part of respondent in CA-G.R. CV No. 29950, insofar as it orders petitioner to
Corporation, which are the gravamen of a trust receipt violation. reimburse respondent Continental Cement Corporation the
Furthermore, respondent Corporation is not an importer which amount of P490,228.90 with interest thereon at the legal

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rate from July 26, 1988 until fully paid. The petition also
2
1) Whether or not the transaction involved is a loan
seeks to set aside the March 8, 1994 Resolution of transaction or a trust receipt transaction;
respondent Court of Appeals denying its Motion for 2) Whether or not the interest rates charged against
Reconsideration. the defendants by the plaintiff are proper under the
The facts are as follows: letter of credit, trust receipt and under existing
On July 13, 1982, respondents Continental Cement rules or regulations of the Central Bank;
Corporation (hereinafter, respondent Corporation) and
3) Whether or not the plaintiff properly applied the
Gregory T. Lim (hereinafter, respondent Lim) obtained
previous payment of P300,456.27 by the defendant
from petitioner Consolidated Bank and Trust Corporation
corporation on July 13, 1982 as payment for the
Letter of Credit No. DOM-23277 in the amount of
latter’s account; and
P1,068,150.00. On the same date, respondent Corporation
paid a marginal deposit of P320,445.00 to petitioner. The 4) Whether or not the defendants are personally4
liable
letter of credit was used to purchase around five hundred under the transaction sued for in this case.
thousand liters
On September
5
17, 1990, the trial court rendered its
Decision, dismissing the Complaint and ordering
_______________
petitioner to pay respondents the following amounts under
1 Penned by Associate Justice Cezar D. Francisco and concurred in by their counterclaim: P490,228.90
Associate Justices Gloria C. Paras and Buenaventura J. Guerrero;
Petition for Review, Annex “B”; Rollo, pp. 76-93. _______________
2 Petition for Review, Annex “C”; Rollo, p. 95.
3 Docketed as Civil Case No. 86-38396; Record, pp. 1-11.
675 4 Pre-Trial Order, p. 3; Record, p. 236.
5 Penned by then Presiding Judge Bernardo P. Pardo, now Associate
Justice of this Court; Record, pp. 435-438.
VOL. 356, APRIL 19, 2001 675
Consolidated Bank and Trust Corporation vs. Court of 676
Appeals
676 SUPREME COURT REPORTS ANNOTATED
of bunker fuel oil from Petrophil Corporation, which the
Consolidated Bank and Trust Corporation vs. Court of
latter delivered directly to respondent Corporation in its Appeals
Bulacan plant. In relation to the same transaction, a trust
receipt for the amount of P1,001,520.93 was executed by
respondent Corporation, with respondent Lim as signatory. representing overpayment of respondent Corporation, with
Claiming that respondents failed to turn over the goods interest thereon at the legal rate from July 26, 1988 until
covered by the trust receipt or the proceeds thereof, fully paid; P10,000.00 as attorney’s fees; and costs.
Both parties appealed to the Court of Appeals, which
petitioner filed a complaint for sum of money with
3
partially modified the Decision by deleting the award of
application for preliminary attachment before the Regional
Trial Court of Manila. In answer to the complaint, attorney’s fees in favor of respondents and, instead,
respondents averred that the transaction between them ordering respondent Corporation to pay petitioner
was a simple loan and not a trust receipt transaction, and P37,469.22 as and for attorney’s fees and litigation
expenses.
that the amount claimed by petitioner did not take into
account payments already made by them. Respondent Lim Hence, the instant petition raising the following issues:
also denied any personal liability in the subject
1. WHETHER OR NOT THE RESPONDENT
transactions. In a Supplemental Answer, respondents
APPELLATE COURT ACTED INCORRECTLY OR
prayed for reimbursement of alleged overpayment to
COMMITTED REVERSIBLE ERROR IN
petitioner of the amount of P490,228.90.
HOLDING THAT THERE WAS OVERPAYMENT
At the pre-trial conference, the parties agreed on the
BY PRIVATE RESPONDENTS TO THE
following issues:
PETITIONER IN THE AMOUNT OF P490,228.90
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DESPITE THE ABSENCE OF ANY trial court will not be disturbed by this7 Court, unless these
COMPUTATION MADE IN THE DECISION AND findings are not supported by evidence.
THE ERRONEOUS APPLICATION OF Petitioner decries the lack of computation by the lower
PAYMENTS WHICH IS IN VIOLATION OF THE court as basis for its ruling that there was an overpayment
NEW CIVIL CODE. made. While such a computation may not have appeared in
2. WHETHER OR NOT THE MANNER OF the Decision itself, we note that the trial court’s finding of
COMPUTATION OF THE MARGINAL DEPOSIT overpayment is supported by evidence presented before it.
BY THE RESPONDENT APPELLATE COURT IS At any rate, we painstakingly reviewed and computed the
IN ACCORDANCE WITH BANKING PRACTICE. payments together with the interest and penalty charges
due thereon and found that the amount of overpayment
3. WHETHER OR NOT THE AGREEMENT AMONG
made by respondent Bank to petitioner, i.e., P563,070.13,
THE PARTIES AS TO THE FLOATING OF
INTEREST RATE IS VALID UNDER was more than what was ordered reimbursed by the lower
APPLICABLE JURISPRUDENCE AND THE court. However, since respondents did not file an appeal in
RULES AND REGULATIONS OF THE CENTRAL this case, the amount ordered reimbursed by the lower
court should stand.
BANK.
Moreover, petitioner’s contention that the marginal
4. WHETHER OR NOT THE RESPONDENT
deposit made by respondent Corporation should not be
APPELLATE COURT GRIEVOUSLY ERRED IN
deducted outright from the amount of the letter of credit is
NOT CONSIDERING THE TRANSACTION AT
untenable. Petitioner argues that the marginal deposit
BAR AS A TRUST RECEIPT TRANSACTION ON
should be considered only after computing the principal
THE BASIS OF THE JUDICIAL ADMISSIONS OF
plus accrued interests and other charges. However, to
THE PRIVATE RESPONDENTS AND FOR
sustain petitioner on this score would be to countenance a
WHICH RESPONDENTS ARE LIABLE
clear case of unjust enrichment, for while a marginal
THEREFOR.
deposit earns no interest in favor of the debtor-depositor,
5. WHETHER OR NOT THE RESPONDENT the bank is not only able to use the same for its own
APPELLATE COURT GRIEVOUSLY ERRED IN purposes, interest-free, but is also able to earn interest on
NOT HOLDING PRIVATE RESPONDENT the money loaned to respondent Corporation. Indeed, it
SPOUSES LIABLE UNDER 6
THE TRUST would be onerous to compute interest and other charges on
RECEIPT TRANSACTION. the face value of the letter of credit which the petitioner
issued, without first crediting or setting off the marginal
The petition must be denied. deposit which the respondent Corporation paid to it.
On the first issue respecting the fact of overpayment Compensation is proper and should take effect by operation
found by both the lower court and respondent Court of of law because the
Appeals, we stress
_______________
_______________
7 Bañas, Jr. v. Court of Appeals, G.R. No. 102967, 10 February 2000,
6 Petition for Review, pp. 10-11; Rollo, pp. 17-18. 325 SCRA 259, citing Guerrero v. Court of Appeals, 285 SCRA 670 (1998)
and Sta. Maria v. Court of Appeals, 285 SCRA 351 (1998).
677
678

VOL. 356, APRIL 19, 2001 677

Consolidated Bank and Trust Corporation vs. Court of 678 SUPREME COURT REPORTS ANNOTATED
Appeals Consolidated Bank and Trust Corporation vs. Court of
Appeals
the time-honored rule that findings of fact by the Court of
Appeals, especially if they affirm factual findings of the requisites in Article 1279 of the Civil Code are present 8and
should extinguish both debts to the concurrent amount.
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Hence, the interests and other charges on the subject

letter of credit should be computed only on the balance of aforequoted provision was upheld notwithstanding that it
P681,075.93, which was the portion actually loaned by the may partake of the nature of an escalation clause, because
bank to respondent Corporation. at the same time it provides for the decrease in the interest
Neither do we find error when the lower court and the rate in case the prevailing market rates dictate its
Court of Appeals set aside as invalid the floating rate of reduction. In other words, unlike the stipulation subject of
interest exhorted by petitioner to be applicable. The the instant case, the interest rate involved in the Polotan
pertinent provision in the trust receipt agreement of the case is designed to be based on the prevailing market rate.
parties fixing the interest rate states: On the other hand, a stipulation ostensibly signifying an
agreement to “any increase or decrease in the interest
I, WE jointly and severally agree to any increase or decrease in
rate,” without more, cannot be accepted by this Court as
the interest rate which may occur after July 1, 1981, when the
valid for it leaves solely to the creditor the determination of
Central Bank floated the interest rate, and to pay additionally the
what interest rate to charge against an outstanding loan.
penalty of 1% per month until the amount/s or installment/s due
Petitioner has also failed to convince us that its
and unpaid under the trust receipt on the reverse side hereof
9 transaction with respondent Corporation is really a trust
is/are fully paid.
receipt transaction instead of merely a simple loan, as
We agree with respondent Court of Appeals that the found by the lower court and the Court of Appeals. 12

foregoing stipulation is invalid, there being no reference The recent case of Colinares v. Court of Appeals
appears to be foursquare with the facts obtaining in the
rate set either by it or by the Central Bank, leaving the
case at bar. There, we found that inasmuch as the debtor
determination thereof at the sole will and control of
received the goods subject of the trust receipt before the
petitioner.
trust receipt itself was entered into, the transaction in
While it may be acceptable, for practical reasons given
the fluctuating economic conditions, for banks to stipulate question was a simple loan and not a trust receipt
that interest rates on a loan not be fixed and instead be agreement. Prior to the date of execution of the trust
made dependent upon prevailing market conditions, there receipt, ownership over the goods was already transferred
should always be a reference rate upon which to peg such to the debtor. This situation is inconsistent with what
variable interest rates. An example of such a valid variable10 normally obtains in a pure trust receipt transaction,
wherein the goods belong in ownership to the bank and are
interest rate was found in Polotan, Sr. v. Court of Appeals.
only released to the importer in trust after the loan is
In that case, the contractual provision stating that “if there
granted.
occurs any change in the prevailing market rates, the new
In the case at bar, as in Colinares, the delivery to
interest rate shall be the guiding rate in computing the
interest due on the outstanding obligation without need of respondent Corporation of the goods subject of the trust
serving notice to the Cardholder other than the required receipt occurred long before the trust receipt itself was
posting on 11 the monthly statement served to the executed. More specifically, delivery of the bunker fuel oil
Cardholder” was considered valid. The to respondent Corporation’s Bulacan plant commenced 13
on
July 7, 1982 and was completed by July 19, 1982. Further,
the oil was used up by respondent 14
Corporation in its
_______________
normal operations by August, 1982. On the other hand,
8 Civil Code, Art. 1290; Abad v. Court of Appeals, 181 SCRA 191 (1990). the
9 Exhibit “A.”
10 296 SCRA 247 (1998). _______________
11 Emphasis ours.
12 G.R. No. 90828, 5 September 2000, 339 SCRA 609.
679 13 TSN, 19 April 1989, p. 9; Exhibits “9” and “10”; Record, pp. 301-302.
14 Ibid., p. 12.

VOL. 356, APRIL 19, 2001 679 680

Consolidated Bank and Trust Corporation vs. Court of
Appeals
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680 SUPREME COURT REPORTS ANNOTATED Similarly, respondent Corporation cannot be said to have
Consolidated Bank and Trust Corporation vs. Court of been dishonest in its dealings with petitioner. Neither has
Appeals it been shown

681
subject trust receipt was only executed nearly two months
after full delivery of the oil was made to respondent
VOL. 356, APRIL 19, 2001 681
Corporation, or on September 2, 1982.
The danger in characterizing a simple loan as a trust Consolidated Bank and Trust Corporation vs. Court of
receipt transaction was explained in Colinares, to wit: Appeals

The Trust Receipts Law does not seek to enforce payment of the
that it has evaded payment of its obligations. Indeed, it
loan, rather it punishes the dishonesty and abuse of confidence in
continually endeavored to meet the same, as shown by the
the handling of money or goods to the prejudice of another
various receipts issued by petitioner acknowledging
regardless of whether the latter is the owner. Here, it is crystal
payment on the loan. Certainly, the payment of the sum of
clear that on the part of Petitioners there was neither dishonesty
P1,832,158.38 on a loan with a principal amount of only
nor abuse of confidence in the handling of money to the prejudice
P681,075.93 negates any badge of dishonesty, abuse of
of PBC. Petitioners continually endeavored to meet their
confidence or mishandling of funds on the part of
obligations, as shown by several receipts issued by PBC
respondent Corporation, which are the gravamen of a trust
acknowledging payment of the loan.
receipt violation. Furthermore, respondent Corporation is
The Information charges Petitioners with intent to defraud and
not an importer which acquired the bunker fuel oil for re-
misappropriating the money for their personal use. The mala
sale; it needed the oil for its own operations. More
prohibita nature of the alleged offense notwithstanding, intent as
importantly, at no time did title over the oil pass to
a state of mind was not proved to be present in Petitioners’
petitioner, but directly to respondent Corporation to which
situation. Petitioners employed no artifice in dealing with PBC
the oil was directly delivered long before the trust receipt
and never did they evade payment of their obligation nor attempt
was executed. The fact that ownership of the oil belonged to
to abscond. Instead, Petitioners sought favorable terms precisely
respondent Corporation, through its President, Gregory
to meet their obligation.
Lim, was acknowledged by petitioner’s own account officer
Also noteworthy is the fact that Petitioners are not importers
on the witness stand, to wit:
acquiring the goods for re-sale, contrary to the express provision
embodied in the trust receipt. They are contractors who obtained Q After the bank opened a letter of credit in favor of
the fungible goods for their construction project. At no time did Petrophil Corp. for the account of the defendants
title over the construction materials pass to the bank, but directly thereby paying the value of the bunker fuel oil what
to the Petitioners from CM Builders Centre. This impresses upon transpired next after that?
the trust receipt in question vagueness and ambiguity, which
A Upon purchase of the bunker fuel oil and upon the
should not be the basis for criminal prosecution in the event of
requests of the defendant possession of the bunker fuel
violation of its provisions.
oil were transferred to them.
The practice of banks of making borrowers sign trust receipts
to facilitate collection of loans and place them under the threats of Q You mentioned them to whom are you referring to?
criminal prosecution should they be unable to pay it may be A To the Continental Cement Corp. upon the execution of
unjust and inequitable, if not reprehensible. Such agreements are the trust receipt acknowledging the ownership of the
contracts of adhesion which berrowers have no option but to sign bunker fuel oil this should be acceptable for whatever
lest their loan be disapproved. The resort to this scheme leaves disposition he may make.
poor and hapless borrowers at the mercy of banks, and is prone to Q You mentioned about acknowledging ownership of the
misinterpretation, as had happened in this case. Eventually, PBC bunker fuel oil to whom by whom?
showed its true colors and admitted that it was only after
A By the Continental Cement Corp.
collection of the money, as manifested by its Affidavit of
Desistance. Q So by your statement who really owns the bunker fuel
oil?

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ATTY. RACHON: The personality of the corporation

16
is separate and distinct
  Objection already answered. from the persons composing it.

COURT:
_______________
  Give time to the other counsel to object.
15 TSN, 12 April 1989, pp. 4-5.

682
16 FCY Construction Group, Inc. v. Court of Appeals, 324 SCRA 270
(2000), citing Rustan Pulp and Paper Mills, Inc. vs. Intermediate
Appellate Court, 214 SCRA 665, 672 (1992).
682 SUPREME COURT REPORTS ANNOTATED
683
Consolidated Bank and Trust Corporation vs. Court of
Appeals
VOL. 356, APRIL 19, 2001 683
ATTY. RACHON: People vs. Salanguit
  He has testified that ownership was acknowledged in
favor of Continental Cement Corp. so that question has WHEREFORE, in view of all the foregoing, the instant
already been answered. Petition for Review is DENIED. The Decision of the Court
ATTY. BAÑAGA: of Appeals dated July 26, 1993 in CA-G.R. CV No. 29950 is
AFFIRMED.
  That is why I made a follow up question asking
SO ORDERED.
ownership of the bunker fuel oil.
COURT:      Davide, Jr. (C.J., Chairman), Puno and Kapunan,
  Proceed. JJ., concur. Pardo, J., No part.

ATTY. BANAGA: Petition denied, judgment affirmed.

Q Who owns the bunker fuel oil after purchase from
Notes.—The penal provision of Presidential Decree
Petrophil Corp.?
15 (P.D.) 115 encompasses any act violative of an obligation
A Gregory Lim. covered by a trust receipt—it is not limited to transactions
in goods which are to be sold (retailed), reshipped, stored or
By all indications, then, it is apparent that there was really processed as a component of a product ultimately sold.
no trust receipt transaction that took place. Evidently, (Ching vs. Court of Appeals, 331 SCRA 16 [2000])
respondent Corporation was required to sign the trust The practice of banks of making borrowers sign trust
receipt simply to facilitate collection by petitioner of the receipts to facilitate collection of loans and place them
loan it had extended to the former. under the threats of criminal prosecution should they be
Finally, we are not convinced that respondent Gregory unable to pay it may be unjust and inequitable, if not
T. Lim and his spouse should be personally liable under the reprehensible. (Colinares vs. Court of Appeals, 339 SCRA
subject trust receipt. Petitioner’s argument that respondent 609 [2000])
Corporation and respondent Lim and his spouse are one
and the same cannot be sustained. The transactions sued ——o0o——
upon were clearly entered into by respondent Lim in his
capacity as Executive Vice President of respondent
Corporation. We stress the hornbook law that corporate
personality is a shield against personal liability of its
officers. Thus, we agree that respondents Gregory T. Lim
and his spouse cannot be made personally liable since
respondent Lim entered into and signed the contract © Copyright 2019 Central Book Supply, Inc. All rights reserved.
clearly in his official capacity as Executive Vice President.

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