Katrina Marie E.
BUSLAW – Business Law
Republic of the Philippines SUPREME COURT Manila
G.R. No. L-47538
June 20, 1941
GONZALO PUYAT & SONS, INC., petitioner, vs. ARCO AMUSEMENT COMPANY (formerly known as Teatro Arco), respondent.
Feria & Lao for petitioner. J. W. Ferrier and Daniel Me. Gomez for respondent.
1. In the year 1929, the "Teatro Arco", with its office in Manila, was engaged in the business of operating cinematographs. In 1930, its name was changed to Arco Amusement Company. C. S. Salmon was the president, while A. B. Coulette was the business manager.
5. to the Starr Piano Company.700 f.600.. on the same terms as the first order. This amount of $160 does not represent actual out-of-pocket expenses paid by the defendant.b. without date. inquiring about the equipment desired and making the said company to quote its price without discount.. and the defendant was duly paid the price of $1. At the expense of the plaintiff. A reply was received by Gonzalo Puyat & Sons.
4. and that the defendants had obtained a discount from the Starr Piano Company. insurance. the defendant sent a cable. evidently the list price of $1. Moreover. with the price. About three years later. Indiana.600 of the equipment. factory Richmond. such as.2. another corporation doing business in the Philippine Islands. U. Indiana. with office in Manila.o. but a mere flat charge and rough estimate made by the defendant equivalent to 10 per cent of the price of $1. freight.
6. that the plaintiff would pay for the equipment the amount of $1. Sometime the following year. etc.600 with its 10 per cent commission. by reading reviews and literature on prices of machinery and
. banking charges. that is to say. was acting as exclusive agents in the Philippines for the Starr Piano Company of Richmond. Exhibit "3". plus 10 per cent commission. Gonzalo Puyat & Sons. Inc.S. plus all expenses incurred. The defendant did not show the plaintiff the cable of inquiry nor the reply but merely informed the plaintiff of the price of $1. which was supposed to be the price quoted by the Starr Piano Company. Inc. in addition to its other business. The equipment under the second order arrived in due time. This agreement or order was confirmed by the plaintiff by its letter Exhibit "2". Arco Amusement Company placed another order for sound reproducing equipment to Gonzalo Puyat & Sons. a 10 per cent commission. It was agreed after some negotiations that Arco Amusement Company would order sound reproducing equipment from the Starr Piano Company and that the plaintiff would pay the defendant. for all expenses and charges. cables. in addition to the price of the equipment. A. plus all expenses. and $160. the officials of the Arco Amusement Company discovered that the price quoted to them by the defendant with regard to their two orders mentioned was not the net price but rather the list price.
About the same time. Inc.700.
Indiana. The Court of Appeal erred in law in holding that.52 or P2.700 and $ 1. — by a division of four. the contract is the law between the parties and should include all the things they are supposed to have been agreed upon.
2. and absolved that petitioner from the complaint. the consent of the appeal as to the price of $ 1. The Court of Appeal erred in law in holding that.
Decisions: 1. according to facts. The appellate court. they sought to obtain a reduction from the defendant or rather a reimbursement. The appellate court further argued that even if the contract between the petitioner and the respondent was one of purchase and sale.cinematograph equipment. and sentenced the petitioner to pay the respondent alleged overpayments in the total sum of $1. instead of selling to the buyer as stated by the Court of First Instncia of Manila.
7.04.671. the petitioner acting as agent of the respondent in the purchase of the equipment in question. the appellant obtained by fraud. and convict the appellant has obtained from the Starr Piano Company of Richmond.
Issues: 1. In the first place. the petitioner was guilty of fraud in concealing the true price and hence would still be liable to reimburse the respondent for the overpayments made by the latter. together with legal interest thereon from the date of the filing of the complaint until said amount is fully paid.600 of machinery and equipment in question . with one justice dissenting — held that the relation between petitioner and respondent was that of agent and principal. For these reasons. if such a relationship from seller to buyer. then chaired by Honorable Judge Marcelino today Montemayor. said officials of the plaintiff were convinced that the prices charged them by the defendant were much too high including the charges for out-of-pocket expense. however. and failing in this they brought the present action.335. The trial court held that the contract between the petitioner and the respondent was one of outright purchase and sale. What
. between the appellant and there was an implicit appeal to president to principal in the transaction in question. as well as to pay the costs of the suit in both instances.
mistake in their quotation.
2.. No.700 and $1.
Source: 47538_1941. the agent is exempted from all liability in the discharge of his commission provided he acts in accordance with the instructions received from his principal (section 254. Gonzalo Puyat & Sons. So ordered. This is the very essence of commerce without which merchants or middleman would not exist. vs. granted. 1023. as it is hereby. It follows that the petitioner as vendor is not bound to reimburse the respondent as vendee for any difference between the cost price and the sales price which represents the profit realized by the vendor out of the transaction. The decision of the appellate court is accordingly reversed and the petitioner is absolved from the respondent's complaint in G. and the principal must indemnify the agent for all damages which the latter may incur in carrying out the agency without fault or imprudence on his part
3. R. plaintiff-appellant. entitled "Arco Amusement Company (formerly known as Teatro Arco). defendants-appellee.net/judjuris/juri1941/jun1941/gr_l-
." This is incompatible with the pretended relation of agency between the petitioner and the respondent.lawphil. loss of the goods not covered by insurance or failure of the Starr Piano Company to properly fill the orders as per specifications.600. We agree with the trial judge that "whatever unforseen events might have taken place unfavorable to the defendant (petitioner).does not appear on the face of the contract should be regarded merely as "dealer's" or "trader's talk". because in agency.html
http://www. Inc. which can not bind either party. Code of Commerce)." without pronouncement regarding costs. the plaintiff (respondent) might still legally hold the defendant (petitioner) to the prices fixed of $1. such as change in prices. The writ of certiorari should be.