A company filed a lawsuit by virtue of a resolution adopted at a board meeting held in the absence of a legal quorum, and without obtaining the consent of the absent director to said resolution.
The Court summarily dismissed the claim due to the board resolution's nullity. In contrast to resolutions adopted at board meetings involving other procedural defects in their convening, which are voidable, in a case of a lack of quorum and the subsequent failure to obtain the absentees' consent, the resolution is not merely voidable but void ab initio, as if "no act was done" (Non est factum). Here, the board consisted of only two members, one of whom was absent and provided no retroactive consent to the resolution. Hence, the resolution to file the lawsuit was void from the outset; the company was not authorized to initiate the proceedings, and the claim was dismissed summarily.