You are on page 1of 8

ORIENT AIR SERVCES AND HOTEL REPRESENTATIVES V CA FACTS: *American Airlines, inc, an air carrier offering passenger and

air cargo transportation in the Phils, and Orient Air Services and Hotel Representatives entered into a General Sales Agency Agreement whereby the former authorized the latter to act as its exclusive general sales agent within the Phils for the sale of air passenger transportation *Some of the pertinent provisions are: Orient Air Services shall perform these services: a. solicit and promote passenger traffic for the services of American and if necessary, employ staff competen and sufficient to do so b. provide and maintain a suitable area in its place of business to be used exclusively for the transaction of the business of American c. arrange for distribution of Americans timetables, tariffs and promotional material to sales agents nad the general public in the assigned territory d. service and supervise sales agents in the assigned territory including if required by American the control of remittances and commissions retained e. hold out a passenger reservation facility to sales agents and general public in the assigned territory *Alleging that Orient Air had reneged on its obligations under the Agreement by failing to remit the net proceeds of sale in the amount of US $ 254,400, American Air by itself undertook the collection of the proceeds of tickets sold originally by Orient Air and terminated forthwith the Agreement *American Air instituted suit against Orient Air for Accounting with Preliminary Attachment or Garnishment, Mandatory Injunction and Restraining Order averring the basis for the termination of the Agreement as well as Orient Airs previous record of failures to promptly settle past outstanding refunds of which there were available funds in the possession of the Orient Air to the damage and prejudice of American Air TC ruled in favor of Orient Air to which the Intermediate Appelalate Court (now CA) affirmed TCs decision with modifications with respect to monetary awards granted. ISSUE: W/N Orient Air is entitled to the 3% overriding commission RULING: Yes

It is a well settled principle that in the interpretation of a contract, the entirety thereof must be taken into consideration to ascertain the meaning of its provisions. The various stipulations in the contract must be read together to give effect to all *The Agreement, when interpreted in accordance with the foregoing principles, entitles Orient Air to the 3% overriding commission based on total revenue or as referred to by the parties, total flown revenues. As the designated General Sales Agent of American Air, Orient Air was responsible for the promotion and marketing of American Airs services for air passenger transportation and the solicitation of sales therefor. In return for such efforts and services, Orient Air was to be paid commissions of 2 kinds: first, a sales agency commission, ranging from 7 to 8% of tariff fares and charges from sales by Orient Air when made on American Air ticket stock; and second, an overriding commission of 3% of tariff fares and charges for all sales of passenger transportation over American Air services. The second type of commissions would accrue for sales of American Air services made not on its ticket stocket but on the ticket stock of other air carriers sold by such carriers or other authorized ticketing facilities or travel agents. In addition, it is clear from the records that American Air was the party responsible for the preparation of the Agreement. Consequently, any ambiguity in this contract of adhesion is to be taken contra proferentem construed against the party who cause the ambiguity and could have avoided it by the exercise of a little more care.

BORDADOR V LUZ FACTS: * Petitioners were engaged in the business of purchase and sale of jewelry and respondent Brigida Luz, also known as Aida Luz, was their regular customer. * On several occasions, respondent Deganos, brother of Luz, received several pieces of gold and jewelry from petitioners amounting to P382, 816. These items and their prices were indicated in seventeen receipts covering the same. 11 of the receipts stated that they were received for a certain Aquino, a niece of Deganos, and the remaining 6 receipts indicated that they were received for Luz. * Deganos was supposed to sell the items at a profit and thereafter remit the proceeds and return the unsold items to Bordador. Deganos remitted only the sum of P53, 207. He neither paid the balance of the sales proceeds, nor did he return any unsold item to petitioners. * The total of his unpaid account to Bordador, including interest, reached the sum of P725, 463.98. Petitioners eventually filed a complaint in the barangay court against Deganos to recover said amount. * In the barangay proceedings, Luz, who was not impleaded in the caes, appeared as a witness for Deganos and ultimately, she and her husband, together with Deganos signed a compromise agreement with petitioners. *In that compromise agreement, Deganos obligated himself to pay petitioners, on installment basis , the balance of his account plus interest thereon. However, he failed to comply with his aforestated undertakings. * Petitioners instituted a complaint for recovery of sum of money and damages, with an application for preliminary attachment against Deganos and Luz. * Deganos and Luz was also charged with estafa 8 During the trial of the civil cae, petitioners claimed that Deganos acted as agent of Luz when received the subject items of jewelry, and because he failed to pay for the same, Luz, as principal, and her spouse are solidarily liable with him * Trial court ruled that only Deganos was liable to Bordador for the amount and damages claimed. It held that while Luz did have transactions with petitioners in the past, the items involved were already paid for and all that Luz owed Bordador was the sum or P21, 483 representing interest on the principal account which she had previously paid for. * CA affirmed TCs decision

ISSUE: W/N Luz are liable to petitioners for the latters claim for money and damages in the sum of P725,463.98, plus interests and attorneys fees, despite the fact that the evidence does not show that they signed any of the subject receipts or authorized Deganos to receive the items of jewelry on their behalf

RULING: No Evidence does not support the theory of Bordador that Deganos was an agent of Luz and that the latter should consequently be held solidarily liable with Deganos in his obligation to petitioners. The basis for agency is representation. Here, there is no showing that Luz consented to the acts of Deganos or authorized him to act on her behalf, much less with respect to the particular transactions involved. It was grossly and inexcusably negligent of petitioner to entrust to Deganos, not once or twice but on at least six occasions as evidenced by 6 receipts, several pieces of jewelry of substantial value without requiring a written authorization from his alleged principal. A person dealing with an agent is put upon inquiry and must discover upon his peril the authority of the agent. Records show that neither an express nor an implied agency was proven to have existed between Deganos and Luz. Evidently, Bordador who were negligent in their transactions with Deganos cannot seek relief from the effects of their negligence by conjuring a supposed agency relation between the two respondents where no evidence supports such claim

TUAZON V. HEIRS OF BARTOLOME RAMOS 463 SCRA 408 FACTS: Respondents alleged that on a relevant date, spouses Tuazon purchased from their predecessor-in-interest cavans of rice. That on the total number of cavans, only a certain portion has been paid for. In payment thereof, checks have been issued but on presentment, the checks were dishonored. Respondents alleged that since spouses anticipated the forthcoming suit against them, they made fictitious sales over their properties. As defense, the spouses averred that it was the wife of Bartolome who effected the sale and that Maria was merely her agent in selling the rice. The true buyer of the cavans was Santos. The spouses further averred that when Ramos got the check from Santos, she took it in good faith and didn't knew that the same were unfunded. HELD: First, there is no contract of agency. If it was truly the intention of the parties to have a contract of agency, then when the spouses sued Santos on a separate civil action, they should have instituted the same on behalf and for the respondents. They didn't do so. The filing in their own names negate their claim that they acted as mere agents in selling the rice. Second, the spouses are liable on the check. As indorser, Tuazon warranted that upon due presentment, according to their tenor, and that in case they were dishonored, she would pay the corresponding amount. After the instrument is dishonored by non-payment, indorsers cease to be merely secondarily liable. They became principal debtors whose liability becomes identical to that of the original obligor. The holder of a negotiable instrument need not even proceed against the maker before suing the indorser. Santos is not an indispensable party to the suit against the spouses.

Amon Trading Corporation & Julian Marketing vs. CA [G.R. No. 158585, December 13, 2005] Facts: Lines & Spaces, represented by Eleanor Bahia Sanchez, order from petitioner Amon Trading Corporation, and from Juliana Marketing bags of cement for Tri-Reality development and construction, but it found out that both cannot deliver all its balance and refunded the amount of undelivered bags of cement to Lines and Spaces in representation of Eleanor Sanchez, but Sanchez had already fled abroad, private respondent filed this case for sum of money against petitioners and Lines & Spaces. Regional Trial Court of Quezon City, found Lines & Spaces solely liable to private respondent and absolved petitioners of any liability. Tri-Realty partially appealed from the trial courts decision absolving Amon Trading Corporation and Juliana Marketing of any liability to Tri- Realty. In the presently assailed Decision, the Court of Appeals reversed the decision of the trial court and held petitioners AmonTrading Corporation and Juliana Marketing to be jointly and severally liable with Lines & Spaces for the undelivered bags of cement. Issue: Whether or not Lines & Spaces is the Tri-realtys agent Held: No contract of agency between Tri-realty and Lines & Spaces, but rather a supplier for the latters cement needs. All the quibbling about whether Lines & Spaces acted as agent of private respondent is inane because Amon took orders from Eleanor Sanchez who, after all, was the one who paid them the managers checks for the purchase of cement. Sanchez represented herself to be from Lines & Spaces/Tri-Realty, purportedly a single entity. Amon didnt knew that Lines space and tri realty is a separate entity. Since line space is not agent of tri-realty, no vinculum could be said to exist between amon and tri-realty. Therefore Lines & Spaces solely liable to private tri-realty. JOCELYN DOLES VS TINA ANGELES

GONZALO PUYAT & SONS VS. ARCO AMUSEMENT COMPANY June 20, 1941 Keywords: discounted price of sound reproducing equipment not disclosed; Arco Amusement seeks reimbursement. Facts: In 1929, Arco Amusement Company (formerly known as Teatro Arco) was engaged in the business of operating cinematographs. Around 1930, Arco Amusement approached Gonzalo Puyat & Sons, Inc., the exclusive agents in the Phils of the Starr Piano Company (of Richmond, Indiana, USA) to negotiate with them their intent to buy sound reproducing equipment from Starr Piano through Gonzalo Puyat & Sons. After some negotiations, the parties agreed that Gonzalo Puyat & Sons would order the equipment from Starr Piano and Arco Amusement would pay Gonzalo Puyat, in addition to the price of the equipment, a 10% commission, plus expenses, such as freight, insurance, banking charges, cables etc. In ordering the equipment, Gonzalo Puyat & Sons was able to get a discounted price from Starr Piano. However, Gonzalo Puyat did not inform Arco Amusement of the discounted price, and still billed them the list price of $ 1,700 plus the 10% commission and the expenses incurred in ordering the equipment. Arco Amusement paid the bills and then placed another order for a second sound reproducing equipment, which was quoted at $1,600 plus commission and other expenses. Arco paid the amount assessed by Gonzalo Puyat. 3 years later, Arco Amusement discovered that the price quoted to them by Gonzalo Puyat was not the net price but was rather the list price and that Gonzalo Puyat obtained a discount from Starr Piano. They sought for reimbursement of what they have paid Gonzalo Puyat by filing a case for reimbursement. CFI of Manila held that the contract between the petitioner and the respondent was one of outright purchase and sale, and absolved Gonzalo Puyat from the complaint. CA reversed the decision of the CFI, holding that the relation between Gonzalo Puyat and Arco Amusement was that of an agent and a principal, and sentenced Gonzalo Puyat to reimburse Arco Amusement of all the alleged overpayments in the total sum of $1,335.52 or Php 2,671.04 Issue:

WON the contract between Gonzalo Puyat and Arco Amusement is an Agency to merit Arco Amusement a reimbursement or is an Outright Purchase and SaleContract that would absolve Gonzalo Puyat of the case. Held: The contract between Gonzalo Puyat and Arco Amusement is an Outright Purchase and Sale Contract Ratio: The contract is the law between the parties and should include all the things they are supposed to have agreed upon. The letters, by which Arco accepted the prices of $1,700 and S1,600 plus the commission and other expenses for the sound reproducing equipment are clear in their terms and admit of no other interpretation than that Arco agreed to purchase from Gonzalo Puyat the equipment in question at the prices indicated which are fixed and determinate. Arco admitted in its complaint filed with the CFI that Gonzalo Puyat agreed to sell to it the first sound reproducing equipment and machinery. Whatever unforeseen events might have taken place unfavorable to Arco, such as change in prices, mistake in their quotation, or failure of Starr Piano to properly fill the orders as per specifications, Gonzalo Puyat might still legally hold Arco to the prices fixed. This is incompatible with the pretended relation of agency between the petitioner and the respondent, because in agency, the agent is exempted from all liability in the discharge of his commission provided that he acts in accordance with the instructions received from his principal 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. To hold the petitioner an agent of the respondent in the purchase of the equipment from Starr Piano is incompatible with the fact that the petitioner is the exclusive agent of the same company in the Phils. It is out of the ordinary for one to be the agent of both the vendor and the vendee. It follows that Gonzalo Puyat as a vendor is not bound to reimburse Arco 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. This is the very essence of commerce without which merchants or middlemen would not exist.

CHUA NGO VS UNIVERSAL TRADING CO, INC. FAR EASTERN EXPORT AND IMPORT CO., VS LIM TECK SUAN PEARL ISLAND COMMERCIAL CORPORATION VS LIM TAN TONG LIM V. PEOPLE Keywords: tobacco, estafa, receipt letter Facts: Lourdes Valerio Lim is a businesswoman. She went to the house of Maria Ayroso and proposed to sell Ayrosos tobacco. Ayroso agreed that Lim would sell 615 kilos at P1.30 per kilo and that Lim could receive the overprice from the selling. A document was executed to certify the receipt of the tobacco leaves. Lim brought a jeep to Ayrosos house, then collected the P799.50 worth of tobacco leaves. After sometime, demands for payment has been made persistently by Ayrosos sister, Salud Bantug, but even if the camarin was empty (meaning, theres no more tobacco), Lim did not pay. Lim wrote a letter explaining her delinquencies: that she was having a hard time collecting, and eventually paid P240 in three instalments. Due to the inability of Lim to pay for the balance, Ayroso then filed a complaint for estafa, which Lim was convicted for and such conviction was affirmed by the Court of Appeals. Issue: Was the receipt a contract of agency to sell or a contract of sale of the subject tobacco between petitioner and complainant? (The latter would preclude the criminal liability of Lim) Ruling: Lim was acting as Ayrosos agent. Lims theory was backed up by the fact that she did not receive commissions, therefore, it was not a contract of agency and ultimately, she should not be held criminally liable. The Supreme Court denied this, affirming the explanation of the Court of Appeals stating that since Lim was a businesswoman and she took the efforts of collecting the tobacco from Ayrosos house, it is more likely she was acting as an agent, rather than doing a favour for a friend, because if it were a favour, then it would be Ayroso who would have dropped off the leaves to Lims house. There was no transfer of ownership and the agreement clearly considered Lim as an agent with the obligation to return the tobacco if the same was not sold.

Victorias Milling Co., Inc. vs. CA and Consolidated Sugar Corp., [G.R. # 117356] Facts: St. Therese Merchandising (hereafter STM) regularly bought sugar from petitioner Victorias Milling Co., Inc. In the course of their dealings, petitioner issued several Shipping List/Delivery Receipts to STM as proof of purchases. Among these was SLDR No. 1214M, which gave rise to the instant case. SLDR No. 1214M covers 25,000 bags of sugar. The transaction it covered was a "direct sale." Thereafter, STM sold to private respondent Consolidated Sugar Corporation (CSC) its rights in SLDR No. 1214M. That same day, CSC wrote petitioner that it had been authorized by STM to withdraw the sugar covered by the SLDR. However, after 2,000 bags had been released, petitioner refused to allow further withdrawals of sugar. CSC thus inquired when it would be allowed to withdraw the remaining 23,000 bags. In its reply, petitioner said that it could not allow any further withdrawals of sugar because STM had already withdrawn all the sugar covered by the cleared checks. Petitioner also noted that CSC had represented itself to be STM's agent as it had withdrawn the 2,000 bags "for and in behalf" of STM. As a result, CSC filed a complaint for specific performance. Petitioner's primary defense a quo was that it was an unpaid seller for the 23,000 bags. Since STM had already drawn in full all the sugar corresponding to the amount of its cleared checks, it could no longer authorize further delivery of sugar to CSC. Petitioner also contended that it had no privity of contract with CSC. Furthermore, the SLDRs prescribed delivery of the sugar to the party specified therein and did not authorize the transfer of said party's rights and interests. The Trial Court rendered its judgment favoring the private respondent CSC. The appellate court affirmed said decision but modified the costs against petitioner. Issue: Whether or not the Court of Appeals erred in not ruling that CSC was an agent of STM and hence, estopped to sue upon SLDR No. 1214M as an assignee.

Held: No. It is clear from Article 1868 that the basis of agency is representation. One factor which most clearly distinguishes agency from other legal concepts is control; one person - the agent - agrees to act under the control or direction of another - the principal That the authorization given to CSC contained the phrase "for and in our (STM's) behalf" did not establish an agency. Ultimately, what is decisive is the intention of the parties. That no agency was meant to be established by the CSC and STM is clearly shown by CSC's communication to petitioner that SLDR No. 1214M had been "sold and endorsed" to it. The use of the words "sold and endorsed" means that STM and CSC intended a contract of sale, and not an agency. Hence, on this score, no error was committed by the respondent appellate court when it held that CSC was not STM's agent and could independently sue petitioner. DELA CRUZ V. NORTHERN THEATRICAL ENTERPRISES, INC., ET AL. Keywords: guard sues employer for recovery of expenses incurred in his homicide cases FACTS: Northern Theatrical operated a movie house with Dela Cruz as special guard whose duties were to guard the main entrance of the cine, to maintain the peace and order and to report the commission of disorders within the premises, and as such, he carried a revolver. One afternoon, one Benjamin Martin wanted to crash the gate of the movie house, got infuriated when Dela Cruz denied him entry without a ticket, attacked the Dela Cruz with a bolo. Dela Cruz was cornered and shot Martin, killing the latter. Dela Cruz was charged with homicide, which upon the prosecutors re investigation was dismissed. Again charged for homicide with the same court, but was finally acquitted. Dela Cruz demanded from Northern Theatrical reimbursement of his expenses, but was denied. Brought action to recover not only the amounts he had paid his lawyers but also moral damages suffered, due to his worry, his neglect of his interests and his family and in the supervision of the cultivation of his land, P15k. CFI: dismissed. Dela Cruz appealed to SC. ISSUES: W/N an employee or servant who in line of duty and while in the performance of the task assigned to him, performs an act which

eventually results in his incurring expenses, caused by a third party not in the employ of his employer, may recover damages from his employer. HELD: NO. Plaintiff wasnt hired to represent defendant in its dealings with third persons; he was an employee hired to perform specific duty. No law nor jurisprudence directly applicable then; all we have found refer to cases of physical injuries, resulting in loss of body part or any of the senses, or permanent disability, or death, suffered in the line of duty of an employee, and are governed by Employers Liability Act and Workmens Compensation Act. It is to the interest of the employer to render legal assistance to its employee; while it may be regarded as a moral obligation, its not a legal obligation. Another point of view is that the damage suffered was caused rather by improper filing of the criminal charge, possibly at the instance of Martins heirs and by the State through the Fiscal. If despite his innocence, he was accused of homicide, then the responsibility for the improper accusation may be laid at the door of said heirs and the State. Another view is that the shooting was not the proximate cause of the damages suffered but may be regarded as only as a remote cause, because from the shooting to the damages suffered there wasnt that natural and continuous sequence required to fix civil responsibility. MANUEL B. TAN, GREGG M. TECSON and ALEXANDER SALDAA, petitioners, vs. EDUARDO R. GULLAS and NORMA S. GULLAS, respondents. G.R. No. 143978 December 3, 2002 Facts: Respondents, were the registered owners of a parcel of land, they executed a special power of attorney authorizing petitioners Tan, a licensed real estate broker, and his associates Tecson and Saldaa, to negotiate for the sale of the land, at a commission of 3% of the gross price. Tan contacted the Sisters of Mary of Banneaux, Inc. (hereafter, Sisters of Mary), a religious organization interested in acquiring a property. The Sisters, who had already seen and inspected the land, found the same suitable for their purpose and expressed their desire to buy it. However, they requested that the selling price be reduced. Respondents agreed to sell the property to the Sisters of Mary. Petitioners went to see respondents who refused to pay the brokers fee and alleged that another group of agents was responsible for the sale of land to the

Sisters of Mary. Petitioners filed a complaint against the defendants for recovery of their brokers fee. They alleged that they were the efficient procuring cause in bringing about the sale of the, but that their efforts in consummating the sale were frustrated by the respondents who, in evident bad faith, malice and in order to evade payment of brokers fee, dealt directly with the buyer whom petitioners introduced to them. Issues: (1) Whether or not the petitioners are entitled to the brokerage commission. (2) An agent distinguished from a broker. Rulings: (1) The records show that petitioner Tan is a licensed real estate broker, and other petitioners his associates. "Broker" as "one who is engaged, for others, on a commission, negotiating contracts relative to property with the custody of which he has no concern; the negotiator between other parties, never acting in his own name but in the name of those who employed him. x x x a broker is one whose occupation is to bring the parties together, in matters of trade, commerce or navigation." The petitioners were responsible for the introduction of the representatives of the Sisters of Mary to respondent. (2) There was no dispute as to the role that petitioners played in the transaction. "An agent receives a commission upon the successful conclusion of a sale. On the other hand, a broker earns his pay merely by bringing the buyer and the seller together, even if no sale is eventually made." Clearly, therefore, petitioners, as brokers, should be entitled to the commission whether or not the sale of the property subject matter of the contract was concluded through their efforts Hann vs. Court of Appeals July 27, 2010 Facts: Petitioner is a Filipino citizen doing business under the name of Hahn Manila. Private respondent BMW is a non-resident corporation incorporated in Germany. Petitioner executed in favor of private respondent a Deed of Assignment with a Special Power of Attorney which constituted petitioner as the exclusive dealer of private respondent as long as the assignment of its trademark and device subsisted. However, no formal contract was drawn between the two parties. Thereafter, petitioner was informed that BMW was arranging to grant the exclusive dealership of BMW cars and products to Columbia

Motors Corp. (CMC). BMW expressed dissatisfaction with various aspect of petitioners business but nonetheless also expressed willingness to continue business relations with petitioner on the basis of a standard BMW contract otherwise, if said offer was unacceptable to petitioner then BMW would terminate petitioners exclusive dealership. Petitioner refused BMWs offer in which case BMW withdrew its alternative offer and terminated petitioners exclusive dealership. Petitioner therefore filed an action for specific performance and damages against BMW to compel it to continue the exclusive dealership. BMW moved to dismiss the case contending that the trial court did not acquire jurisdiction over it through the service of summons on DTI because BMW is a foreign corporation and is not doing business in the Philippines. The trial court deferred the resolution of the motion for dismissal until after trial on the merits for the reason that the grounds advanced by BMW did not seem indubitable. BMW appealed said order to the CA. The CA resolved that BMW was not doing business in the country and therefore jurisdiction over it could not have been acquired through the service of summons on DTI and it dismissed the petition. Issue: W/N BMW is doing business in the Philippines so as to enable the court to acquire jurisdiction over it through the service of summons on the DTI. HeId: RA 7042 enumerates what acts are considered as doing business. Section 3(d) enumerating such acts includes the phrase appointing representatives or distributors in the Philippines but not when the representative or distributor transacts business in his own name for his own account. In the case at bar, petitioner is private respondent BMWs agent and not merely a broker. The record reveals that private respondent exercised control over petitioners activities as a dealer and made regular inspections of petitioners premises to enforce its standards. Since BMW is considered as doing business in the Philippines, the trial court validly acquired jurisdiction over it by virtue of the service of summons on the DTI. Furthermore, it is now settled that, for purposes of having summons served on a foreign corporation in accordance with the Rules of Court, it is sufficient that it be alleged in the complaint that the foreign corporation is doing business in the Philippines. The court need not go beyond the allegations in the complaint in order to determine whether or not it acquired jurisdiction. Such determination that the foreign corporation is doing

business in the Philippines is only tentative and only for the purpose of enabling the court to acquire jurisdiction. A contrary determination may be made based on the courts findings or evidence presented. ALFRED HAHN, petitioner, vs. COURT OF APPEALS and BAYERISCHE MOTOREN WERKEAKTIENGESELLSCHAFT (BMW), respondents. January 22, 1997Mendoza, J. Facts: 1.Alfred Hahn is a Filipino citizen doing business under the name and style "Hahn-Manila." 2.Bayerische Motoren Werke Aktiengesellschaft (BMW) is a nonresident foreign corporation existing under the laws of the former Federal Republic of Germany, with principal office at Munich, Germany. 3.In 1963, Hahn executed in favor of BMW a Deed of Assignment with Special Power of Attorney which essentially, makes Hahn as the exclusive dealer of BMW in the Philippines. Moreover, it stated there that Hahn and BMW shall continue business relations as has been usual in the past without a formal contract." 4.In 1993, BMW and Columbia Motors Corp (CMC) had a meeting which would grant CMC exclusive dealership of BMW cars. 5.Hahn was informed later that BMW was dissatisfied with how it carrying its business. However, BMW expressed willingness to continue business relations with the petitioner on the basis of a "standard BMW importer" contract, otherwise, it said, if this was not acceptable to petitioner, BMW would have no alternative but to terminate petitioner's exclusive dealership effective June 30, 1993. 6.Hahn protested alleging that such termination is a breach of the Deed of Assignment. Hahn insisted that as long as the assignment of its trademark and device subsisted, he remained BMW's exclusive dealer in the Philippines because the assignment was made inconsideration of the exclusive dealership. 7.BMW, however, went on to terminate its dealership with Hahn. 8.Hahn filed a complaint for specific performance and damages in the RTC. RTC issued a writ preliminary injunction. 9.BMW appealed to the CA. CA reversed on the ground that Hahn is not an agent of BMW and that BMW is not doing business in the Phils. By virtue of the latter, the writ of preliminary injunction should not have been issued since RTC did not have jurisdiction over it.

Issues 1.W/N Hahn is agent or a distributor (or broker) in the Philippines of BMW. He is an agent. 2.W/N BMW is doing business here in the Philippines .YES Held/Ratio: 1.There is nothing to support the appellate court's finding that Hahn solicited orders alone and for his own account and without "interference from, let alone direction of, BMW. To the contrary, Hahn claimed he took orders for BMW cars and transmitted them to BMW. Upon receipt of the orders, BMW fixed the down payment and pricing charges, notified Hahn of the scheduled production month for the orders, and reconfirmed the orders by signing and returning to Hahn the acceptance sheets. Payment was made by the buyer directly to BMW. Title to cars purchased passed directly to the buyer and Hahn never paid for the purchase price of BMW cars sold in the Philippines. Hahn was credited with a commission equal to 14% of the purchase price upon the invoicing of a vehicle order by BMW. Upon confirmation in writing that the vehicles had been registered in the Philippines and serviced by him, Hahn received an additional 3% of the full purchase price. Hahn performed after-sale services, including, warranty services, for which he received reimbursement from BMW. All orders were on invoices and forms of BMW CIR VS MANILA MACHINERY AND SUPPLY COMPANY CIR VS TANG ENG HONG