TAN SEN GUAN & CO. VS. PHILIPPINE TRUSTCO.Facts
: Plaintiff Tan Sen Guan & Co. secured a judgment for a sum of P21,426 against the MindoroSugar Co. of which the Philippine Trust is the trustee. The plaintiff entered into an agreement with thedefendant Philippine Trust Co. wherein the formerassigned, transferred, and sold to the latter the fullamount of said judgment against Mindoro Sugar Co.together with all its rights thereto and the latteroffered satisfactory consideration thereto. Theagreement further stipulated that upon signing of theagreement, Phil Trust shall pay Tan Sen the sum of P5000; should the Mindoro Sugar be sold or itsownership be transferred, an additional P10,000pesos will be paid to Tan Sen upon perfection of thesale; in case any other creditor of Mindoro Sugarobtains in the payment of his credit a greaterproportion than the price paid to Tan Sen, the Phil Trust shall pay to the latter whatever sum may benecessary to be proportioned the claim of thecreditor. However, if the Mindoro Sugar is sold to anyperson who does not pay anything to the creditors orpay them equal or less than 70 percent of theirclaim, or should the creditors obtain from othersources the payment of their claim equal to or lessthan 70 percent, the Phil Trust will only pay to TanSenthe additional sum of P10,000 upon the sale ortransfer of the Mindoro Sugar as above stated. Theproperties of Mindoro Sugar were later on sold atpublic auction to the Roman Catholic Archbishop of Manila and base on the agreement plaintiff Tan Senbrought suit against defendant Phil Trust for the sumof P10,000.
: Only a portion of theMindoro Sugar’s properties were sold.
: Absolved the defendant on two grounds: (a) inthe contract, it was only bound as a trustee and notas an individual; (b) that it has not been proved thatall the properties of the Mindoro Sugar had beensold.
(1)W/N the defendant is not personallyresponsible for the claim of the plaintiff based on the deed of assignment becauseof having executed the same in its capacityas trustee of the properties of the MindoroSugar.(2)W/N all the properties of the Mindoro Sugarwere sold at public auction to the RomanCatholic Archbishop of Manila.
: SC reversed CFI’s ruling.(1)The Phil Trust Company in its individual capacityis responsible for the contract as there was noexpress stipulation that the trust estate and notthe trustee should be held liable on the contractin question. Not only is there no expressstipulation that the trustee should not be heldresponsible but the ‘Wherefore’ clause of thecontract states the judgment was expresslyassigned in favor of Phil Trust Company and notPhil Trust Company, the trustee. It thereforefollows that appellant had a right to proceeddirectly against the Phil Trust on its contract andhas no claim against either Mindoro Sugar or thetrust estate.(2)Exhibit D (the certificate of sale to RomanCatholic Archbishop) shows that all properties toPhil Trust as Trustee were included in the sale. The only thing reserved from the sale was thestanding crops, and it is reasonable to presumethat they had also been sold between the dateof the sale and the institution of this action.Where the real estate, the personal propertyincluding animals, and all the bills receivable aresold, it would be a forced construction of thecontract of agreement to hold that the assets of the Mindoro Sugar Company had not been sold.
PHIL. AIR LINES, INC. VS. HEALD LUMBER CO.Facts
: Lepanto Consolidated Mines chartered ahelicopter belonging to plaintiff Phil. Air Lines tomake a flight from its base at Nichols Field Airport tothe former’s camp at Manyakan Mountain Province. The helicopter, with Capt. Gabriel Hernandez and Lt.Rex Imperial on board, failed to reach the destinationas it collided with defendant’s tramway steel cablesresulting in its destruction and death of the officers.Plaintiff insured the helicopters and the officers whopiloted the same for P80,000 and P20,000respectively and as a result of the crash, theinsurance companies paid to the plaintiff the totalindemnity of P120,000. Plaintiff sustained additionaldamages totaling P103,347.82 which were notrecovered by insurance. The plaintiff instituted thisaction against defendant Heald Lumber Company torecover the sum paid by the insurance company tothe plaintiff and the additional damages which wasnot recovered from the insurance.
: Plaintiff has no cause of action against defendant for if anyone should duedefendant for its recovery, it will only be theinsurance companies.
: It asserts that the claim of the said amount of P120,000 is on behalf and for thebenefit of the insurers and shall be held by plaintiff intrust for the insurers. It is appellant’s theory that,inasmuch as the loss it has sustained exceeds theamount of the insurance paid to it by the insurers,the right to recover the entire loss from thewrongdoer remains with the insured and so theaction must be brought in its own name as real partyin interest. To the extent of the amount received byit as indemnity from the insurers, plaintiff would thenbe acting as a trustee for them. To support thiscontention, appellant cites American authorities.
: The court ordered the plaintiff toamend its complaint to delete the first allegation thatinsurance companies have paid a portion of theplaintiff’s damages, since the Court believes that thereal parties in interest are the insurance companiesconcerned or bring in the insurance companies asparties plaintiff. And having manifested plaintiff’sdecision not to amend the complaint, such move of plaintiff amounts to a deletion of the portion objectedto and so the complaint should be deemed limited tothe additional damages.
(1)W/N the plaintiff is not the real party ininterest respecting the claim for P120,000.
Partnership & Agency | 2B 2008-2009