This action might not be possible to undo. Are you sure you want to continue?
com/doc/35297861/Digest-Sales-Ateneo-de-Davao-Law- municipal council case Rallos v. Felix Go Chan Facts: This is a case of an attorney-in-fact, Simeon Rallos, who after of his death of his principal, Concepcion Rallos, sold the latter's undivided share in a parcel of land to Felix Go Chan & Sons Realty Corporation pursuant to a power of attorney which the principal had executed in favor. The administrator of the estate of then went to court to have the sale declared unenforceable and to recover the disposed share. The trial court granted the relief prayed for, but upon appeal the Court of Appeals uphold the validity of the sale and the complaint. •Concepcion and Gerundia both surnamed Rallos were sisters and registered co-owners of a parcel of land •The sisters executed a SPECIAL POWER OF ATTORNEY in favor of their brother, Simeon Rallos, authorizing him to sell for and in their behalf the said lot •March 3, 1955 – Concepcion Rallos died – September 12, 1955, Simeon sold the lot to Felix Go Chandeed registered in the Registry of Deeds and TCT was issued in the name of Felix Go Chan •Ramon Rallos, administrator of the Intestate estate of Concepcion filed a complaint praying that the sale be declared UNENFORCEABLEand the share of Concepcion in the lot be reconveyed to her estate and that TCT in the name of Felix Go Chan be cancelled and a new one be issued in the name of the corporation and the Intestate estate of Concepcion •TC: in favor of Ramon – deed of sale –declared null and void insofar as the share of Concepcion, and ordered Register of Deeds to issuenew TCT in the name of corporation and estate •CA: in favor of Felix Go Chan – sales is VALID ISSUE: what is the legal effect of an act performed by an agent AFTER the death of his principal? Is the sale valid? HELD: NO • No one may contract in the name of another without being authorized by the latter, or un less he has by law a right to represent him. Acontract entered into in the name of another by one who has no authority or the legal representation or who has acted beyond his powers,shall be unenforceable, unless it is ratified,
expressly or impliedly, by the person on whose behalf it has been executed, before it is revoked by the other contracting party.
o Out of the above given principles, sprung the creation and acceptance of the RELATIONSHIP OF AGENCY whereby one party,called the principal ( mandante ), authorizes another, called the agent ( mandatario ), to act for and in his behalf in transactions withthird persons. o The essential elements of agency are:(1)there is consent, express or implied of the parties to establish the relationship; (2) the object is the execution of a juridical act in relation to a third person; (3) the agents acts as a representative and not for himself, and(4)the agent acts within the scope of his authority o AGENCY-basically personal representative and derivative in nature. The authority of the agent to act emanates from the powers granted to him by his principal; his act is the act of the principal if done within the scope of the authority. Qui facit per alium facit se
. "He who acts through another acts himself" ORIENT AIR SERVICES vs. CA FACTS: •American Airlines and Orient Air Services and Hotel Representatives entered into a General Sales Agency Agreement whereby American authorized the latter to act as its exclusive general sales agent within the Philippines for the sale of air passenger transportation (services:solicit and promote passenger traffic, servicing and supervising agents etc.) oIt was stipulated that neither Orient nor its sub-agents perform services for any other air carrier similar to those to be performed hereunder for American without the prior written consent of American oRemittances- ticket stock or exchange orders LESS commissions oAmerican will pay Orient sales agency commission and an overriding commission – 3% of the tariff fares and charges for allsales of transportation over American‘s service by Orient or its sub-agents oIn case of default (remittance) American may terminate the agreement; otherwise either party may terminate without cause bygiving 30 days‘ notice •American alleged that Orient failed to promptly remit the net proceeds of sales – terminated the Agreement – filed suit for accounting with preliminary attachment or garnishment, mandatory injunction and restraining order •Orient denied allegations contending that after the application to the commission due it , plaintiff in fact still owed Orient a balance in unpaid overriding commissions •TC: in favor of Orient – termination was illegal and improper- ORDERED PLAINTIFF TO REINSTATE DEFENDANT AS ITSGENERAL SALES AGENT •CA: affirmed TC with some modifications with respect to the monetary awards •AMERICAN claims overriding commission should be based only on ticketed sales -to be entitled to the 3% overriding commission, the sale must be made by Orient Air and the sale must be done with the use of American‘s ticket stocks
Ernesto Jardeleza. therefore. in order to prevent the loss and dissipation of the Jardeleza‘s real and personal assets. the personality of the principal is extended through the facility of the agent. by legal fiction. Such would be violative of the principles and essence of agency. petitioner. there was a need for a court -appointed guardian to administer said properties. becomes the principal. authorized to perform all acts which the latter would have him do. . 109557 November 29." (emphasis supplied) We. the agent. in anyway. prevent him from competently administering his properties. defined by law as a contract whereby "a person binds himself to rendersome service or to do something in representation or on behalf of another. invoking its designation as the EXCLUSIVE General sales agent of American. In an agent-principal relationship. respondent appellate court.. The Agreement itself between the parties states that "either party may terminate the Agreement without cause by giving the other 30 days' notice by letter. be compelled by law or by any court. Issue: Whether the Court of Appeals erred in ordering the reinstatement of the defendant as its general sales agent for passenger transportation in the Philippines in accordance with said GSA Agreement Held: Yes. which must not. Uy vs. Sr. set aside the portion of the ruling of the respondent appellate court reinstating Orient Air as general sales agent of American Air. upon learning that one piece of real property belonging to the latter spouses was about to be sold. By affirming this ruling of the trial court. 2000 Facts: Teodoro Jardeleza. Such a relationship can only be effected with the consent of the principal. Ernesto Jardeleza Sr. in effect. WITH THE CONSENT OR AUTHORITY OF THE LATTER . In so doing. The petitioner averred therein that the present physical and mental incapacity of Dr. No.•ORIENT: contractual stipulation of 3% overriding commission covers the total revenue of American not merely from the ticketed sales. CA G. compels American Air to extend its personality to Orient Air. telegram or cable. filed a petition in the matter of the guardianship of Dr.R.
50 * Plaintiffs made demand for the payment from defendant and that the latter failed and refused to pay the said balance or any part of it .‖ various bills of goods amounting to P351. She alleged that her husband‘s medical treatment and hospitalization expenses were piling up and that she need to sell one piece of real property and its improvements. filed a petition regarding the declaration of incapacity of Dr.50. partners doing business under thee firm name of Macke. However. B. that there is still due them on account of said goods the sum of P177. Ernesto Jardeleza Sr. Ernesto Jardeleza Sr. the procedural rules on summary proceedings in relation to Article 124 of the Family Code are not applicable.H. allege that during the months of February and March 1905. Macke and W. RTC of Iloilo City rendered its decision. In such case.. Issue: Whether or not Gilda Jardeleza may assume sole powers of administration of the conjugal property. Ernesto Jardeleza Sr. MACKE ET AL V JOSE CAMPS FACTS: * B. was truly incapacitated to participate in the administration of the conjugal properties. they sold to Jose Camps and delivered at his place of business. that Camps has only paid on account of said goods the sum of P174. respondent. Because he was unable to take care of himself and manage the conjugal property due to illness that had rendered him comatose. Ruling: The CA. H..Gilda Jardeleza. which the SC affirmed. Teodoro filed his opposition to the proceedings being unaware and not knowing that a decision has already been rendered on the case. H. finding that it was convinced that Dr. She prayed for authorization from the court to sell said property. Chandler. the proper remedy is a judicial guardianship proceeding under Rule 93 of the 1964 Revised Rules of Court. assumption of sole powers of administration of conjugal properties and authorization to sell the property. He also questioned the propriety of the sale of the lot and its improvements thereon supposedly to pay the accumulated financial obligations and hospitalization. known as the :Washington Café. ruled that in the condition of Dr. Chandler And Company.
one of the plaintiffs. together with the fact that at the time the purchases were made. to Camps for 1 year for the purpose of carrying on that business. in the absence of Camps. testified that on the order of one Ricardo Flores. Camps obligating himself not to sublet or subrent the building or the business without the consent of the said Galmes.* Macke.One who clothes another with apparent authority as his agent. that believes that Flores is still the agent of Camps. Flores was apparently in charge of the business performing the duties usually intrusted to a managing agent leave little room for doubt that he was there as the authorized agent of Camps. that Flores (agent) later acknowledged the receipt of the said goods and made various payments thereon amounting in all to P174. for the payment of the goods The contract sufficiently establishes the fact that Camps was the owner of the business and of the bar. and holds him out to the public as such. and at the foot of this inventory the word ―received‖ followed by the name ―Ricardo Flores‖ with the words ―managing agent‖ immediately following his name. he shipped the said goods to the defendant at the Washington Café. from which it appears that one Galmes. *This contract was signed by Camps and the name of Ricardo Flores as a witness and attached thereon is an inventory of the furniture and fittings which also is signed by Camps with the word ―sublessee‖ below the name. apparently in charge of the business and claiming to be the business manager of Camps. and the title of ―managing agent‖ attached to the signature of Flores which appears on that contract. the former of ―Washington Café‖ subrented the building wherein the business was conducted. and that when he went to the Washington Café for the purpose of collecting his bill he found Flores. who represented himself to be the agent of Jose Camps. Agency by Estoppel --. his principal. can not be permitted to deny the authority of such person to act as his agent. to the prejudice of innocent third persons dealing with such person in good faith and in the honest belief that he is what he appears to be. . * A written contract was introduced as evidence. said business being that of a hotel with a bar and restaurant annexed. ISSUE: W/N Ricardol Flores was the agent of Camps Ruling: Yes Evidence is sufficient to sustain a finding that Flores is the agent of Camps in the management of the bar of the Washington Café with authority to bind Camps.
and unless the contrary appears. private respondent issued Prudential Bank check in the amount of P11. who was in jewelry trade. When the check was deposited with the PCIB. Then he abruptly faced his typewriter and started typing. as appellee submits. 1988. Thereafter. On June 1. endorsed the check to Philip Lhuiller. she commenced a suit for damages.271. he can not. The bank officer told her there was no need to review the passbook because the bank ledger was the best proof that she did not have sufficient funds. ISSUE: Can damages be awarded to private respondent on account of the bank‘s negligence ? HELD: Yes. a businessman in the same field. in any litigation arising out of such declaration. or omission be permitted to falsify. Private respondent asked why her check was dishonored where there was sufficient funds. act. herein private respondent deposited P35. it was dishonored for being drawn against insufficient funds. Court of Appeals FACTS: Private respondent Leticia Tupasi-Valenzuela opened an account in the Petitioner Prudential bank.500 post-dated June 20. 1988 in favor of one Belen Legaspi. . The trial court found ―that the misposting is a clear proof of lack of supe rvision on the part of the defendant bank‖. Prudential Bank vs. it was found out that the bank misposted private respondent‘s check deposit to another account and delayed the posting of the same to the proper account. by his own declaration. nevertheless. The bank admitted that it was at fault.―Whenever a party has. int entionally and deliberately led another to believe a particular thing true.60 drawn against the Philippine Commercial International Bank (PCIB).Estopple---. Later. and to act upon such belief. Legaspi. it is the result of lack of due care and caution expected of an employee of a firm engaged in so sensitive and accurately demanding task as banking‖. the authority of the agent must be presumed to include all the necessary and usual means of carrying his agency into effect. act or omission. The appellate court also found out that ―while it may be true that the bank‘s negligence in dishonoring the properly funded check might not have been attended with malice and bad faith. But since it is not the first time that private respondent experienced this scenario.
and BPI vs. this court had occasion to stress the fiduciary nature of the relationship between a bank and its depositors and the extent of diligence expected from the former in handling the accounts entrusted to its care. was for $1M plus P2. The Litonjua brothers deposited $1M with Security Bank and executed an Escrow Agreement. was for 27M with the terms of the sale subject to negotiation Feb. 12. Marquez as realtor/broker. made through letter with Marquez‘ claim of authority to sell the property. . he hired Lauro G. IAC. we held that ―a bank is under obligation to treat the accounts of its depositors with meticulous care whether such account consists only of a few hundred pesos or millions of pesos. an Australian citizen and the General Manager and President of EC. The Litonjuas demanded payment for damages from EC but EC refused. 206 SCRA 408. Responsibility arising from negligence in the performance of every kind of obligation is demandable.233 sq.. embarrassment and humiliation‖. of the Litonjua & Company.Inc. nevertheless. Sept. 1986: Marquez offered the lands to Eduardo Litonjua. 1987: Delsaux replied that their final offer. 183 SCRA 360. showed Marquez the lands. Soon after President Corazon Aquino assumed office. based on Belgian/Swiss decision. Glanville told Marquez that the sale would not push through because of the stabilization of the political situation. Eternit Corporation Facts: Eternit Corporation (EC) is a manufacturer of roofing materials and pipe products in the Philippines and operates on eight parcels of lands in Mandaluyong City with a total of 47.367 (1990).5M to cover all existing obligations prior to liquidation.In Simex International vs. In the case of PNB vs. For this. 12. The offer. CA.m. Jr. CA. Jack Glanville. 1986: ESAC‘s management grew wary of the political situation of the Philippines (Marcos administration) and instructed Michael Adams. Litonjua v. While petitioner‘s negligence in this case may not have been attended with malice and bad faith. it caused serious anxiety. all covered by various Transfer Certificates under the name of Bank as trustee. to dispose of the eight parcels of lands. a member of EC‘s Board of Directors.
Written authority is also necessary because in this case. . A Board resolution is not a mere formality but is a condition sine qua non to the validity of the sale. real rights over immovable property are conveyed. certain and specific proof. Ruling: Petitioners failed to prove agency. When the case is for specific performance of a contract. therefore it has to have written authority. Though it is true that they owned majority of the stocks of EC. Any act of an agent of a corporation must be ratified by the Board of Directors. However. The respondents argued that the Board and stockholders of EC never approved a resolution to sell the land or to authorize Marquez to do the same and that he Oct. The Litonjuas filed with the RTC-Pasig a complaint for specific performance and damages against herein respondents. Thus. Absent this authority. Facts also showed that the final offer made by Delsaux was only from the Belgian/Swiss component but not from the management or Board of Directors of ESAC. Petitioners failed to prove that EC accepted their counter-offer through Glanville and Delsaux. agency must be proven through clear. 28 telex of Glanville was his own personal making and does not bind EC. the rule is that the declaration of one director conferring such is not binding on the corporation. these acts such as offering a property for sale and accepting a counter-offer may not be done without the authority of corporate by-laws or specific acts of the board of directors. the Court held that even if it owned all of the stocks. thus it is not binding upon EC because they were officers of ESAC but not EC. they could not act to bind EC without a Board resolution from the Board of Directors of EC itself. Issue: WHETHER OR NOT THERE WAS A CONTRACT OF AGENCY. with which agency is required to be in writing or else the sale is void. Petitioner on the other hand argued that Marquez was not an agent but merely a broker or gobetween so he did not need written authority and that an agency by estoppel was created when corporation clothed Marquez with apparent authority. it does not merge them into one corporation.
1980.781.00 per metric ton. 54. The PNR. but merely an agent. Capas and San Miguel.Angeles v. were worth P114. WHERE IS‖ basis. However. affirmatory of that of the trial court. hereinafter) that it has accepted the latter‘s offer to buy. is that Lizette was not an assignee. Petitioners sued PNR but the case was dismissed by RTC and subsequently affirmed by CA on the ground that the former are not the real parties-in-interest. Consequently. The PNR granted said request and allowed Lizette to withdraw scrap/unserviceable rails in Murcia. on an ―AS IS. at P2. the PNR‘s scrap/unserviceable rails Lizette Angeles requested the PNR to transfer the location of withdrawal for the reason that the scrap/unserviceable rails located in Del Carmen and Lubao.658 metric tons of unserviceable rails had already been withdrawn which. 1980. they have no cause of action.00. Pampanga. the respondent Philippine National Railways (PNR) informed a certain Gaudencio Romualdez (Romualdez. however.100. alleging that as per delivery receipt duly signed by Lizette. . the PNR subsequently suspended the withdrawal in view of what it considered as documentary discrepancies coupled by reported pilferages. it is at once apparent that Lizette was to act just as a “representative” of Romualdez in the ―withdrawal of rails.80. whose authority was limited to the withdrawal of the scrap rails. without personality to sue. Cipriano Dizon dated May 26. Tarlac instead. Upon scrutiny of the subject Romualdez's letter to Atty.‖ and not an assignee. an amount that exceeds the claim for refund. National Railways Facts: On May 5. refused to pay. hence.000. the spouses Angeles demanded the refund of the amount of P96. Issue: Won Lizette is a assignee or agent Ruling: The CA‘s conclusion. thus.
having been assigned to him as one of the heirs in the division of the estate of his father * It further appears that while Gregorio Jimenez was staying at Vigan. it being then in her possession. P250 was paid at once. At any rate. Pangasinan * The property in question. The agent may also be called an attorney. . Gregorio Jimenez went back to Alaminos and demanded that his sister surrender the piece of land to him. Further. . as here. * Nicolasa admits having received this payment but there is no evidence that she sent it to her brother * After one year. with the understanding that a deed of conveyance would be executed when the balance should be paid. a parcel of land situated in Alaminos. the words ―principal‖ and ―agent. delegate or. his property in Alaminos was confided by him to the care of his elder sister Nicolasa Jimenez.‖ are not the only terms used to designate the parties in an agency relation. * He wrote his sister a letter from Vigan in which he informed her that he was pressed for money and requested her to sell one of his parcels of land and send him the money in order that he might pay his debts. representative. The letter contains no description of the land to be sold other than is indicated in the words ―one of my parcels of land‖. Nicolasa approached Rabot and the latter agreed to buy the property for the sum of P500. any doubt as to the intent of Romualdez generated by the way his letter was couched could be clarified by the acts of the main players themselves. JIMENEZ V RABOT FACTS: * Gregorio Jimenez filed this action to recover from Rabot. proxy. together with two other parcels in the same locality originally belonged to Jimenez. Ilocos Sur. * Acting upon this letter.
CITY-LITE REALTY CORPORATION V CA . thereby enabling one to determine the identity of the land and if the description is uncertain on its face or is shown to be applicable with equal plausibility to more than one tract. it is insufficient. and if the character and extent of the power is so defined as to leave no doubt as to the limits within which the agent is authorized to act. Nicolasa executed and delivered to Rabot a deed purporting to convey to him the parcel of land ISSUE: W/N the authority conferred on Nicolasa by the letter was sufficient to enable her to bind her brother of the sale made in favor of Rabot RULING: Yes As a matter of formality. the principal cannot question the validity of his act The general rule here applicable is that the description must be sufficiently definite to identify the land either from the recitals of the contract or deed or from external facts referred to in the document. 1713 of the Civil Code requires that the authority to alienate land shall be contained in an express mandate Subsection 5 of section 335 of Code of Civil Procedure say that the authority of the agent must be in writing and subscribed by the party to be charged SC: the authority expressed in the letter is a sufficient compliancw tih both requirements The purpose in giving a power of attorney is to substitute the mind and hand of the agent for the mind and hand of the principal. plaintiff instituted an action to recover the land from her control * Meanwhile. a power of attorney to convey real property ought to appear in a public document. just as any other instrument intended to transmit or convey an interest in such property ought to appear in a public document Art.* She refused upon some pretext or other to do so and as a result. and he acts within those limits.
a practicing lawyer and a licensed real estate broker. HOLDINGS was not receptive to the purchase of only half of the front lot * Atty. Quezon City also known as the ―Violago Property‖ or the ―San Lorenzo Ruiz Commercial Center. HOLDINGS to execute a deed of sale of the property in favor of the former for the total consideration of P55.192 sqm is the subject of this litigation * Al G.250/sqm was reduced and that payment be in installment for a certain period * The parties reached an agreement and Roy agreed to sell the property to City-Lite provided only the latter submit its acceptance in writing to the terms and conditions of the sale * For some reason or another and despite demand. Contact person was Meldin Al G.250/sqm with terms of payment negotiable. Roy. Roy sent a sales brochure. Metro Drug Inc. Holdings).250 payable as follows: P15 M as downpayment to be payable immediately upon execution of the deed of sale and the balance within 6 months from downpayment without interest . * The front portion consisting of 9.P. Roy) expressing City-Lite‘s desire to buy the entire front lot of the subject property instead of only half thereof provided the asking price of P6. broker‘s commission was 2% of selling price.‖ with an area of 71. Mamaril passed in turn passed on these documents to Antonio Teng.754 sqm * The property was offered for sale to the general public through the circulation of a sales brochure containing the description of the property and the asking price of P6. together with the location plan and copy of the TCT to Atty. was the registered owner of a parcel of land situated along E.056. Legal Counsel of City-Lite * City-Lite conveyed its interest to purchase a portion or one-half (1/2) of the front lot of the ―Violago Property‖ Apparently.P.FACTS * Private Respondent F. Executive Vice President. In addition. Rodriguez Avenue. formerly the Sparta Holdings Inc. net of withholding taxes and other charges. HOLDINGS refused to execute the corresponding deed of sale in favor of City-Lite of the front lot of the property * Trial court ruled in favor of City-Lite ordering F. F.P. Holdings and Realty Corporation (F.P. Mamaril wrote Metro Drug (Al G. Roy subsequently informed City-Lite‘s representative that it would take time to subdivide the lot and F.P. Gelacio Mamaril. and Atty Victor Villanueva.
In other words. Roy were not authorized to sell the property to City-Lite. the sale should be as it is declared null and void COSMIC LUMBER vs. Roy and/or Metro Drug was only to assist F. HOLDINGS because of a lack of definite agreement on the manner of paying the purchase price and that Metro Drug and Meldin Al G. 1874 of NCC: ―When the sale of a piece of land or any interest therein is through an agent.P. Roy mere contact person Art.P. But the final evaluation. Holdings. and that the authority of Roy was only limited to that of mere liaison or contact person RULING: No.P. against Cosmic Lumber . the authority of the latter shall be in writing. otherwise. Holdings in looking for buyers and referring to them possible prospects whom they were supposed to endorse to F. COURT OF APPEALS (CA) Petition for review on certiorari of Court of Appeals decision(CA decision: dismissed the case. the sale shal be void. HOLDINGS President requesting Metro Drug‘s assistance in finding buyers for the property Memorandum indicates that Meldin G. Holdings.* CA reversed TC‘s decision ISSUE: W/N there was a perfected contract of sale between City-Lite and respondent F.‖ The absence of authority to sell can be determined from the written memorandum issued by respondent F.P. Roy and/or Metro Drug was only a contact person with no authority to conclude a sale of the property Roy and/or Metro Drug was a mere broker and Roy/s only job was to bring parties the parties together for a possible transaction SC: for lack of a written authority to sell the ―Violago Property‖ on the part of Roy and/or Metro Drug.P. appraisal and acceptance of the transaction could be made only by F.
in order for the company to take material possession of the entire lot and (2) toappear at the pre-trial conference and enter into any stipulation offacts and/or compromise agreement so far as to protect the rights andinterest of the corporation. institute and file an ejectment case against squatters/third persons on the Lot 9127 and 443. - Villamil-Estrada instituted an action for ejectment of privaterespondent Perez - Villamil-Estrada entered into a Compromise Agreement whichcontained: Perez has been an occupant of a part of the lot for severalyears Pays Php 26. to wit: (1) to initiate.80/sqm Recognizes ownership and possession of Perez over said lot - .FACTS: -Cosmic Lumber Corporation executed a SPA to Villamil-Estrada asattorney in fact.640 at Php.
To wit. Perez filed a complaint to retrieve the judgment - Cosmic Lumber asserts it did not know about the compromiseagreement until summons for the revival of judgment was served.without prejudice to the right of Cosmic Lumber to pursue a complaint againstPerez for the recovery of the lotRATIO: - SPA was explicit and exclusionary. Compromise agreement is void. (3)VillamilEstrada‘s authority was limited. CA decision is nullified. (4) the consideration was never received by Cosmic Lumber.Compromise Agreement was approved by trial court which becamefinal without execution within the 5 yr period due to failure of petitioner to produce the owner‘s duplicate copy. (2)VillamilEstrada‘s authority was only to file an ejectmen t case.HELD:petition granted. compromise agreement wascoupled with an explicit limitation fixed by Cosmic Lumber that it should only be entered ―so far as it shall protect the rights and interestof the corporation in the aforementioned lots‖. . - Cosmic Lumber sought annulment of the decision of the trial court toCA on the grounds of (1) Villamil-Estrada did not have authority. (5) Villamil-Estrada acted in bad faith and(6) disposal of corporate property indispensably requires a BoardResolution.
- Villamil-Estrada acted without or in obvious disregard of authority. The express powers must be clear andunmistakable. no such constructionshall be given in the document. - Sale is ipso jure void and the judgment based thereon is also void.80/sqm is considerably less than its assessed value ofPhp. otherwise the sale is void. - Art. 1874 of Civil Code: when a sale of a piece of land or any interestthereon is through an agent. - The express mandate of the law requires of an appointed of an agencycouched in general terms.250/sqm and that Cosmic Lumber never received the proceeds ofthe sale. - . must include an express mention of a sale asa necessary ingredient. the authority of the latter should be inwriting. When there is reasonable doubt.- Price of Php.
whereby the defeated party is prevented fromexhibiting fully his side of the case by deception practiced on him by hisopponent) - Villamil-Estrada deliberately concealed from her principal (CosmicLumber) that a compromise agreement had been forged with the endresult of selling a portion of the property. - General Rule: principal is chargeable with and bound by the knowledgeor notice to his agent (purpose: to protect those who exercise it ingood faith) - Exception: conduct and dealings of agent are such as to raise a clear presumption that he will not communicate the facts in controversy(reason: when agent is committing fraud. since itwas never PRIVY to such agreement. - Trial court had no jurisdiction to render judgment. it is contrary to commonsense to expect the agent to communicate the facts to the principal) . - VillamilEstrada‘s acts constituted extrinsic fraud (any fraudulent act of the prevailing party in a litigation which is committed outside of thetrial of the case.Cosmic Lumber is not in the position to question the compromiseagreement in the action to revive the compromise agreement.
Andres T. SJSSFI filed the complaint for damages against MSC.00 as earnest money.-Villamil-Estrada‘s acts were not for the principal. covered by TCT (362909) 2876 (the lot was still registered in the name of ACL Development Corporation [ADC] at that time). It impleaded ADC and JNM Realty & Development Corp. SJSSFI president. as a result of the latter‘s alleged bad faith in refusing to execute a formal Transfer of Rights/Deed of Assignment. since Transfer Certificate of Title (362909) 2876 was in the name of ADC. Linda Aduca.000. In its answer. that SJSSFI knew this from the very beginning as it was presented a copy of the Transfer of Rights at the time the Agreement was signed. President and Chairman of MSC. On 1 March 1989. equity and fair play. Gruenberg accept the P100.000. covered by Metrobank Cashier's Check 004223. did not appear. MSC and Nenita Lee Gruenberg interposed as affirmative defense that the President and Chairman of Motorich did not sign the agreement adverted to. Said letter was coursed through MSC's broker. despite repeated demands and in utter disregard of its commitments had refused to execute the Transfer of Rights/Deed of Assignment which is necessary to transfer the certificate of title. that granting. is required. Metro Manila. without admitting. SJSSFI and MSC were supposed to meet in the office of SJSSFI but MSC's treasurer. under Transfer Certificate of Title 3571. and Nenita Lee Gruenberg. the Registry of Deeds of Quezon City issued a new title in the name of MSC. . Quezon City. San Juan Structural and Steel Fabricators vs CA Facts: On 14 February 1989. San Juan Structural and Steel Fabricators. wrote a letter to MSC requesting for a computation of the balance to be paid. Mr. Agentis not permitted to pervert his authority to do such acts contrary to theinterests of the principal. Inc. the enforceability of the agreement. By reason of said transfer. SJSSFI paid the downpayment in the sum of P100. Reynaldo Gruenberg. the balance to be paid on or before 2 March 1989. -The basic tenets of an agency rest on justice. On 2 March 1989. (SJSSFI) entered into an agreement with Motorich Sales Corporation (MSC) for the transfer to it of a parcel of land identified as Lot 30. that Mrs. rather he was acting for his own benefit. who wrote the computation of the balance. that of Mr. containing an area of 414 square meters. (JRDC) as necessary parties. As stipulated in the Agreement of 14 February 1989. and that JRDC is the transferor of right in favor of MDC. payable to MSC. SJSSFI was ready with the amount corresponding to the balance. Co. ADC and MSC entered into a Deed of Absolute Sale whereby the former transferred to the latter the subject property. MSC. that SJSSFI itself drafted the Agreement and insisted that Mrs. Block 1 of the Acropolis Greens Subdivision located in the District of Murphy. Gruenberg's signature on the agreement is inadequate to bind MSC as the other signature.00. On 6 April 1989. represented by Nenita Lee Gruenberg and Reynaldo L Gruenberg. Nenita Lee Gruenberg.
by phone. and that Nenita Lee Gutenberg did not in anyway misrepresent herself to be authorized by the corporation to sell the property to SJSSFI. On the basis of the evidence. being solely owned by the Spouses Gruenberg the company can be treated as a close corporation which can be bound by the acts of its principal stockholder who needs no specific authority. (2) All of the issued stock of all classes shall be subject to one or more specified restrictions on transfer permitted by this Title.00 which she received from the latter. Corporation Code. of the subscribed capital stock" 25 of Motorich. based on the fact that almost all of the shares of stock of the corporation are owned by said treasurer and her husband. and on 18 June 1994. Since "Spouses Reynaldo L. petitioner argues that Gruenberg needed no authorization from the board to enter into the subject contract. Branch 63 (Civil Case 89-3511) rendered judgment. within the meaning of this Code. Gruenberg and SJSSFI that the Transfer of Rights/Deed of Assignment will be signed only upon receipt of cash payment. SJSSFI filed the Petition for Review on Certiorari. The trial court also dismissed the counterclaim. that it was the understanding between Mrs. shall be held of record by not more than a specified number of persons. because the latter is a close corporation. which was denied by the appellate court on 10 June 1997. Held: Section 96 of the Corporation Code defines a close corporation provides that "A close corporation.000. SJSSFI moved for reconsideration. SJSSFI appealed. On 18 March 1997. and (3) The corporation shall not list in any stock exchange or make any public offering of any of its stock of any class. SJSSFI argues. a corporation shall be deemed not a close corporation when at least . not exceeding twenty (20). thus they agreed that if the payment be in check. they will meet at a bank designated by SJSSFI where they will encash the check and sign the Transfer of Rights/Deed. exclusive of treasury shares. dismissing SJSSFI's complaint. the Court of Appeals (CA GR CV 46801) modified the decision of the trial court by ordering Nenita Lee Gutenberg to refund or return to SJSSFI the downpayment of P100. It adds that. Metro Manila. finding that Nenita Lee Gutenberg was not authorized by the corporation to dispose of the property as such disposition is governed by the requirements of Section 40. that the veil of corporate fiction of MSC should be pierced. Gruenberg and Nenita R. Gruenberg of the alleged availability of the check. the Regional Trial Court of Makati. only after banking hours. Notwithstanding the foregoing. but that SJSSFI informed Mrs. Gruenberg owned all or almost all or 99. Issue: Whether MSC is a close corporation. among others.866% to be accurate. is one whose articles of incorporation provide that: (1) All of the corporation's issued stock of all classes.SJSSFI nonetheless failed to pay in legal tender within the stipulated period (up to 2 March 1989).
Shell Co. New Jersey. that all the equipments needed to operate the station was owned by the Defendant Company which took charge of their proper care and maintenance. MSC does not become one either.651. So. That the service station belonged to the company and bore its trade name and the operator sold only the products of the company. De la Fuente was the operator of the station "by grace" of the Defendant Company which could and did remove him as it pleased. . have filed this action together with said Salvador Sison for the recovery of the total amount of the damage from the defendants on the ground of negligence Issue: WON dela Fuente is merely an agent of Shell Co.866% of its subscribed capital stock. The latter was negligent and the company must answer for the negligent act of its mechanic which was the cause of the fall of the car from the hydraulic lifter. The mere ownership by a single stockholder or by another corporation of all or nearly all of the capital stock of a corporation is not of itself sufficient ground for disregarding the separate corporate personalities. while the lifter was being lowered. The car was placed on a hydraulic lifter for greasing.38 for the damage and charging the balance of P100. by itself. or (2) a preemption of shares is restricted in favor of any stockholder or of the corporation. a narrow distribution of ownership does not. it is clear that MSC is not a close corporation. Firemen’s Insurance Facts: This is an action for recovery of sum of money. the car swung and fell from the plat form. Unfortunately. or (3) listing its stocks in any stock exchange or making a public offering of such stocks is prohibited. v. From its articles.two-thirds (2/3) of its voting stock or voting rights is owned or controlled by another corporation which is not a close corporation within the meaning of this Code.00 to Salvador Sison in accordance with the terms of the insurance contract. that the Defendant company did not leave the fixing of price for gasoline to De la Fuente. As some parts of the car couldn‘t be reached by the greaseman. based on alleged negligence of the defendants A car was brought to a Shell gasoline station owned by dela Fuente for washing and greasing.000 The insurance companies after paying the sum of P1. despite the fact that they were loaned to him. just because Spouses Reynaldo and Nenita Gruenberg owned 99. that the equipment used by the operator belonged to the company and were just loaned to the operator and the company took charge of their repair and maintenance. for unknown reasons (probably due to mechanical failure or human error). Held: Yes. As the act of the agent or his employees acting within the scope of his authority is the act of the principal. Said car was insured against loss or damage by Firemen's Insurance Company of Newark. make a close corporation. the breach of the undertaking by the agent is one for which the principal is answerable." The articles of incorporation of MSC does not contain any provision stating that (1) the number of stockholders shall not exceed 20. the lifter was lowered. and Commercial Casualty Insurance Company jointly for the sum of P10. too.
in no wise can it be said that DE LAFUENTE is an independent contractor of SHELL. SHELL had complete control thereof. It supervised DE LA FUENTE and conducted periodic inspection of the gasoline and service station o Moreover.ISSUE: WON DE LA FUENTE is really SHELL‘s agent? Isn‘t he more of an independent contractor? HELD: DE LA FUENTE is SHELL‘s agent. and it had supervision over DE LA FUENTE in the operation of the station and in the sale of its products therein o In fine. his . The assailed CA decision is affirmed. The operator of a gasoline station is an agent of the oil company. SHELL. SHELL still took charge of its care and maintenance. the gasoline and service station really belonged to SHELL. The extensive control and supervision that SHELL exercises over DE LA FUENTE militate heavily against this contention. It bore its trade name and the operator DE LA FUENTE merely sold the products of SHELL there o Considering the above listed. SHELL did not leave the fixing of price for gasoline to DELA FUENTE. on the other hand. As the servicing job on SISON‘s car was accepted by DE LA FUENTE in the normal and ordinary conduct of his business as operator of SHELL‘s service station. He cannot be considered as an independent contractor by reason of SHELL‘s extensive control and supervision over his tasks. including the hydraulic lifter from which SISON‘s automobile fell o But it must be noted that these equipments were delivered to DE LAFUENTE merely on loan basis. he is liable therefor. he was placed in possession of all the equipments needed to operate it. and that the defective hydraulic lift caused the fall of the car. the fall of SISON‘s car from the hydraulic lift was the result of some unforeseen shortcoming of the mechanism itself. such circumstances show the existence of agency between them o The existence of agency between SHELL and DE LA FUENTE is also evidenced by a receipt issued by SHELL and signed by DE LAFUENTE. For this purpose. He merely undertook to exclusively sell SHELL‘s products at the station he operates. On the contrary. acknowledging the delivery of equipments for the gas station in question and an official from of the inventory of said equipment containing DE LA FUENTE‘s signature above the words: "Agent's signature" RE: Liability of Principal for Agent‘s breach of undertaking O As the CA correctly ruled. RATIO: O DE LA FUENTE owed his position to SHELL which could remove him or terminate his services at any time.
principal, is also liable as DE LA FUENTE acted with in the representative authority granted him as SHELL‘s agent. As the act of the agent acting within the scope of his authority is the act of the principal, the breach of the undertaking by the agent is one for which the principal is answerable. Moreover, SHELL undertook to "answer and see to it that the equipments are in good running order and usable condition."Obviously, SHELL failed to make a thorough check up of the hydraulic clifter. Hence, it was also negligent in that aspect to which it must answer, as the faulty lifter was the cause of the fall of the SISON‘s car.
Pacific commercial vs yatco
The broker, unlike the commission merchant, has no relation with the thing he sells or buys. He is merely an intermediary between the purchaser and the vendor. Facts: Pacific sold for the account of Victoria Milling Co. refined sugar up to the total amount of 1M. Pacific received by way of commission 29K. Victoria Milling paid merchant sales tax in its capacity as manufacturer and owner of the sugar sold. Likewise, Pacific paid tax also. There were two ways in which Pacific made the sales of sugar after looking for purchasers and sending the purchase order to Victoria Milling: 1)the purchase is made for the delivery of the sugar EX-WAREHOUSE–sugar is first deposited in the warehouse of Pacific before delivery to the purchaser. 2)the purchase is made for the delivery EX-SHIP–Pacific would simply hand over the bill of lading to the purchaser and collect the price CFI of Manila: in the first case, Pacific acted as a commission merchant; in the second case as a broker –ordered Yatco to return to Pacific the amount collected from it by way of tax on the sale of sugar to be delivered EX-SHIP and denied prayer for return of amount paid for the sales of sugar to be delivered EXWAREHOUSE. Issues: 1)WON there is double taxation –NO 2)WON Pacific acted as a commission merchant as to the sugar delivered ex-warehouse
–YES 3)WON Pacific acted as a mere commercial broker as to the sugar delivered ex-ship –YES Ratio: 1) There is no double taxation. Tax is not upon property or products, but upon occupation or industry. 2) A commission merchant is one engaged in the purchase or sale for another of personal property which, for this purpose, is placed in his possession and at his disposal. He maintains a relation not only with his principal and the purchasers or vendors, but also with the property which is the property which is the subject matter of transaction. The deposit of the sugar in the warehouses of Pacific was made upon its own account and at its own risk until it was sold and taken by the purchaser. 3)The broker has no relation with the thing he sells or buys. He is merely an intermediary between the purchaser and the vendor. He acquired neither the possession nor the custody of the things sold. His only office is to bring together the parties to the transaction. The sugar was shipped by Pacific at its expense and risk until it reached its destination, where it was later taken ex-ship by the purchaser. Pacific never had possession of the sugar at any time. The bill of lading sent to the broker was sent only for the purpose of turning it over to the purchaser for the collection of the price. The sugar did not come to its possession in any sense. HAHN VS. CA and BAYERISCHE MOTOREN WERKE AKTIENGESELLSCHAFT(BMW) 266 SCRA 537 Facts Alfred Hahn is a Filipino citizen doing business under the name and style of ―Hahn-Manila.‖ BMW is a non resident foreign corporation existing under the laws of Germany. n March of 1967 Hahn executed in favor of BMW a Deed of Assignment. InFebruary of 1993, Hahn was informed that his exclusive dealership was indanger of being terminated due to deteriorating services and sales. Hahnclaimed that the termination of his exclusive dealership would be a breach ofthe deed of assignment. He then filed for a complaint of specific performanceand damages against BMW to compel it to continue with the exclusivedealership.BMW on the other hand filed for a motion to dismiss, contending that thecourt did not acquire jurisdiction over it because it was a foreign corporationand was not doing business in the Philippines. It further claimed that theexecution of the Deed of Assignment was an isolated transaction
and thatHahn was not its agent and was merely a middleman transacting business for his own name and for his own account. Issue Whether respondent company was doing business in the Philippines?Whether Alfred Hahn was an agent of BMW? Decision Yes. Alfred Hahn was an agent of BMW and consequently, respondentcompany was doing business in the Philippines. Ratio The phrase "doing business" includes "appointing representatives or distributors in the Philippines". (Foreign Investments Act of 1991)The question is whether petitioner Alfred Hahn is the agent or distributor in thePhilippines of private respondent BMW. If he is, BMW may be considered doingbusiness in the Philippines and the trial court acquired jurisdiction over it byvirtue of the service of summons on the Department of Trade and Industry. 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, andreconfirmed the orders by signing and returning to Hahn the acceptancesheets. Payment was made by the buyer directly to BMW. Title to carspurchased passed directly to the buyer and Hahn never paid for the purchaseprice of BMW cars sold in the Philippines. Hahn was credited with acommission equal to 14% of the purchase price upon the invoicing of a vehicleorder by BMW. Upon confirmation in writing that the vehicles had beenregistered in the Philippines and serviced by him, Hahn received an additional3% of the full purchase price. Hahn performed after-sale services, including,warranty services, for which he received reimbursement from BMW. All orderswere on invoices and forms of BMW.This arrangement shows an agency. An agent receives a commission upon thesuccessful conclusion of a sale. On the other hand, a broker earns his paymerely by bringing the buyer and the seller together, even if no sale iseventually made. Hahn v. Court of Appeals [266 SCRA 537 (January 22, 1997)]
Jurisdiction Over Foreign Corporation
Petitioner refused BMWs offer in whichcase BMW withdrew its alternative offer and terminated petitioner‘s exclusive dealership. The CA resolved that BMW was not doing business inthe country and therefore jurisdiction over it could not have been acquired through the service of summons on DTI and it dismissed the petition. if said offer was unacceptable to petitioner then BMW would terminate petitioner‘s exclusive dealership. noformal contract was drawn between the two parties. (CMC). Thereafter. Private respondent BMW is a non -resident corporation incorporated in Germany. The trial court deferred the resolution of the motion for dismissal until after trial on the merits for the reason that thegrounds advanced by BMW did not seem indubitable.Doing Business in the Philippines Without aLicenseFacts: Petitioner is a Filipino citizen doing business under the name of ―Hahn Manila‖. 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. BMW expressed dissatisfaction with various aspect of petitioner‘s business but nonetheless also expressed willingness to continue business relations with petitioner on the basis of a standard BMW contract otherwise. Issue: . However. BMW appealed said order to the CA. petitioner was informed that BMW was arranging to grant the exclusivedealership of BMW cars and products to Columbia Motors Corp. BMW moved to dismiss the case contending that thetrial court did not acquire jurisdiction over it through the service of summons on DTI because BMW is a foreign corporation and is not doingbusiness in the Philippines. Petitioner therefore filed an action for specific performance and damages against BMW to compel it to continue the exclusive dealership.
Northern Theater moved for the dismissal of the complaint. wascharged with homicide which. He was acquitted for the second charge.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 theDTI. The court need not go beyond theallegations in the complaint in order to determine whether or not it acquired jurisdiction. The Court foundfor Northern Theater and dismissed the complaint saying that dela Cruz had nocause of action. The record reveals that private respondentexercised control over petitioner‘s activities as a dealer and made regular inspections of petitioner‘s premises to enforce i ts standards. dela Cruz employed a lawyer. dela Cruz shot and killed Martin. Domingo Dela Cruz was one of their security guards. HeId: RA 7042 enumerates what acts are considered as ―doing business‖. the trial court validly acquired jurisdiction over it by virtue of the service of summons on the DTI. it is now settled that. p etitioner is private respondent BMW‘s agent and not merely a broker. Such determination that the foreign corporation is doingbusiness in the Philippines is only tentative and only for the purpose of enabling the court to acquire jurisdiction. dela Cruz again figured in a homicide case related to his work assecurity guard for the theater. was dismissed.Held: Judgment affirmed.. Since BMWis considered as doing business in the Philippines. it issufficient that it be alleged in the complaint that the foreign corporation is doing business in the Philippines. He thereafter demandedreimbursement for his litigation expenses but was refused by the theater. In bothinstances. A contrary determination may bemade based on the court‘s findings or evidence presented. for purposes of having summons served on a foreign corporation in accordance with the Rules of Court. He carried arevolver. In the case at bar. After which. a Benjamin Martin wanted to enter without a ticket but delaCruz refused him entrance.Furthermore. Infuriated. operated a movie house in Laoag. Martin. thereafter. Dela Cruz v Northern Theatrical Enterprises. Inc. Dela Cruz filed present appeal (for the reason that onlyquestions of law are involved). et al Northern Theatrical Enterprises Inc. IlocosNorte. One day. Martin attacked him with a bolo and inorder to save his life. A fewyears later. he filed an action for reimbursement plus damages. . Section 3(d) enumerating such acts includes the phrase ―appointingrepresentatives or distributors in the Philippines‖ but not when the representative or distributor ―transacts‖ business in hi s own name for his ownaccount. after re-investigation.
Northern Theatrical Enterprises Inc. De la Cruz defended himself as best he could until he was cornered. Martin attacked him with a bolo. which was granted by the court in January 1943. it might yet be regarded as a moral obligation..SC also says that the damage incurred did not flow from the performance of hisduties but only indirectly.intervening cause. FACTS. operated a movie house in Laoag and plaintiff DOMINGO DE LACRUZ. He demanded from his former . DOMINGO DE LA CRUZ. Whether an employee who inline with the performance of his duty incur expenses caused not directly by hisemployer or fellow employees but by a third party or stranger.. plaintiff cannot fix civil responsibility to thedefendant. He was not employed torepresent defendant corporation in its dealings with third parties. In this case. resulting in the latter's death. may recover against his employer. Infuriated by the refusal of plaintiff De la Cruz to let him in without first providing himself with a ticket. Since employer notlegally obligated to give legal assistance. of the same Court. after a reinvestigation conducted by the Provincial Fiscal the latter filed a motion to dismiss the complaint. The relationshipbetween the theater and the plaintiff was not that of principal and agent becausethe principle of representation was not involved. he was finally acquitted of the charge on January 31.ET AL. there‘s no legal obligation on the part of the employer. In both criminal cases De la Cruz employed a lawyer to defend him.De la Cruz was charged with homicide. to maintain peace and order and to report the commission of disorders within the premises. defendants-appellees. plaintiff naturally cannot recover theamount from defendant. As such. De la Cruz was again accused of the same crime of homicide. He was merelyan employee hired to guard the cinema.1947. plaintiff-appellant... hired as a special guard whose duties were to guard the main entrance of the cine..One Benjamin Martin wanted to crash the gate or entrance of the movie house. at which moment to save himself he shot the gate crasher.Agency DoctrineCFI was correct in rejecting the theory of dela Cruz that he was an agent of thedefendants and that as such agent he was entitled to reimbursement for theexpenses incurred by him in connection with the agency. NORTHERN THEATRICAL ENTERPRISES INC. Filing of the criminal charges was the efficient.After trial. vs. Issue is primarily one of employer – employee. 1948. On July 8.
000. Nielson & Co.The plaintiff was innocent and blameless.Plaintiff was not employed to represent the defendant corporation in its dealings with third parties. which task or duty was performed lawfully and withoutnegligence..00 a month and a 10% participation . vs. and the Lepanto Consolidated Mining Co. they arethe parties that may be held responsible civilly for damages and if this is so. and so theoretically. that of acting as special guard andstaying at the main entrance of the movie house to stop gate crashers and to maintain peace and orderwithin the premises. 28 December 1968] Facts: [GR L-21601. but rather by athird party or stranger not in the employ of his employer. to recover amounts he had paid his lawyers and also moral damages said to have been suffered. performs an act which eventually results in his incurring in expenses.500. we fail to see how thisresponsibility can be transferred to the employer who in no way intervened. much less initiated thecriminal proceedings and whose only connection or relation to the whole affairs was that he employedplaintiff to perform a specific duty or task. [GR L-21601. caused not directly by hismaster or employer or his fellow servants or by reason of his performance of his duty.In view of the foregoing. a total of P15. ISSUEWhether an employee or servant who in line of duty and while in the performance of the task assigned tohim. Hewas a mere employee hired to perform a certain specific duty or task. 2 took no part] An operating agreement was executed before World War II (on 30 January 1937) between Nielson & Co. Inc. Zaldivar (J): 6 concur. Inc. the judgment of the lower court is affirmed. HELDWe agree with the trial court that the relationship between the movie corporation and the plaintiff was notthat of principal and agent because the principle of representation was in no way involved. 17 December 1966. may recover said damages against his employer.. He filed the present action against the movie corporation and the three members of its board of directors. then the responsibility for the improper accusation may be laid at the door of the heirs of the deceased and the State. If despite his innocence and despite the absence of anycriminal responsibility on his part he was accused of homicide.employer reimbursement of his expenses but was refused. Lepanto Consolidated Mining Co.Court of First Instance after rejecting the theory of the plaintiff that he was an agent of the defendants and that as such agent he was entitled to reimbursement of the expenses incurred by him in connection with the agency found that plaintiff had no cause of action and dismissed the complaint without costs. whereby the former operated and managed the mining properties owned by the latter for a management fee of P2.
LEPANTO in its answer denied the material allegations of the complaint and set up certain special defenses. prescription and laches. when and as paid. The Japanese forces thereafter occupied the mining properties. . equipment. LEPANTO took possession thereof and embarked in rebuilding and reconstructing the mines and mill. for a period of 5 years. power plant. (2) 10% of any depletion reserve that may be set up. the parties agreed to renew the contract for another period of 5 years. realizing that the mechanics of the contract was unfair to Nielson. The rehabilitation and reconstruction of the mine and mill was not completed until 1948. and (3) 10% of any amount expended during the year out of surplus earnings for capital account. On 26 June 1948 the mines resumed operation under the exclusive management of LEPANTO. the management contract shall remain in suspense in case fortuitous event or force majeure. adversely affects the work of mining and milling. doing police work necessary to take care of the materials and equipment recovered. during the period of the contract and at the end of each year. including attorney's fees and costs. clearing the mill site. After the mining properties were liberated from the Japanese forces. repairing the mines. In January 1942 operation of the mining properties was disrupted on account of the war. and who were ousted from the mining properties only in August 1945. repairing roads and maintaining the same. such as war or civil commotion. installing new machinery and equipment. to prevent their utilization by the invading Japanese Army. concentrates on hand and mines. were destroyed upon orders of the United States Army. In 1940. salvaging equipment and storing the same within the bodegas. supplies on hand. operated the mines during the continuance of the war. Shortly after the mines were liberated from the Japanese invaders in 1945. and retimbering. as bars against the institution of the action. authorized its President to enter into an agreement with Nielson modifying the pertinent provision of the contract effective 1 January 1940 in such a way that Nielson shall receive (1) 10% of the dividends declared and paid. Under the terms thereof. NIELSON brought an action against LEPANTO before the Court of First Instance of Manila to recover certain sums of money representing damages allegedly suffered by the former in view of the refusal of the latter to comply with the terms of a management contract entered into between them on 30 January 1937. The Board of Directors of Lepanto. On 6 February 1958. the Pacific War broke out in December 1941. setting up new organization. the mill. erecting staff quarters and bodegas and repairing existing structures. In the latter part of 1941. In February 1942. but in the meantime. a dispute arose regarding the computation of the 10% share of Nielson in the profits. repairing and renewing the water system. among them.in the net profits resulting from the operation of the mining properties. a disagreement arose between NIELSON and LEPANTO over the status of the operating contract which as renewed expired in 1947.
and (9) the costs. and all shares. if any. 1950. Issue: Whether the management contract is a contract of agency or a contract of lease of services. (3) management fees for the sixty-month period of extension of the management contract. with legal interest from the date of the filing of the complaint. the court a quo rendered a decision dismissing the complaint with costs. The Supreme Court reversed the decision of the trial court and enter in lieu thereof another.000.364.000.00. (6) 10% of the expenses for capital account during the period of extension. amounting to P53. provided that if sufficient shares of stock of Lepanto's are not available to satisfy this judgment. with legal interest thereon from the date of the filing of the complaint. if any.00. (8) the sum of P50. 1941 in the amount of P17. together with all cash and stock dividends. for it is only then that Lepanto placed itself in condition of not being able to perform its obligation. (2) management fee for January. at par value equivalent to the total of Nielson's 10% share in the stock dividends declared on November 28. with legal interest thereon from the date of the filing of the complaint. with legal interest thereon from the date of the filing of the complaint.928. Lepanto shall pay Nielson an amount in cash equivalent to the market value of said shares at the time of default.500. shares of stock of Lepanto Consolidated Mining Co.000.00. Lepanto seeks the reconsideration of the decision rendered on 17 December 1966. with legal interest thereon from the date of the filing of the complaint.76. all shares of stock that should have been delivered to Nielson before the filing of the complaint must be paid at their market value as of the date of the filing of the complaint.400. as fruits that accrued to said shares. 1949 and August 22. amounting to P1. (5) 10% of the depletion reserve set up during the period of extension. Inc. 1942 in the amount of P2. with legal interest thereon from the date of the filing of the complaint. that is. that should have been delivered after the filing of the complaint at the market value of the shares at the time Lepanto disposed of all its available shares. 1950.00 as attorney's fees.88.After trial.500. as may have been declared and issued subsequent to November 28. The court stated that it did not find sufficient evidence to establish LEPANTO's counterclaim and so it likewise dismissed the same. amounting to P694. 1949 and August 22. amounting to P150. NIELSON appealed. . ordering Lepanto to pay Nielson (1) 10% share of cash dividends of December.00. (7) to issue and deliver to Nielson and Co. (4) 10% share in the cash dividends during the period of extension of the management contract.
It is true that the management contract provides that Nielson would also act as purchasing agent of supplies and enter into contracts regarding the sale of mineral. Further. while in the lease of work or services the basis is employment. In other words." Herein. In the performance of this principal undertaking Nielson was not in any way executing juridical acts for Lepanto. in the sense that the term agent is interpreted under the law of agency. while the agent represents his principal. Lease of services contemplate only material (non-juridical) acts. Further. one person binds himself to render some service or do something for the account or at the request of another. or sell the minerals. modification or extinction of relations with third parties). The lessor of services does not represent his employer.Held: Article 1709 of the Old Civil Code. is distinguished from lease of work or services in that the basis of agency is representation. All the other undertakings mentioned in the contract are necessary or incidental to the principal undertaking — these other undertakings being dependent upon the work on the development of the mine and the operation of the mill. . as agency "does not stop with the agency because the purpose is to enter into other contracts. defining contract of agency. but the contract also provides that Nielson could not make any purchase. without the prior approval of Lepanto." The most characteristic feature of an agency relationship is the agent's power to bring about business relations between his principal and third persons. then. and from the provision of paragraph XI of the Management contract. Nielson. provides that "In a lease of work or services. but as one who was performing material acts for an employer. therefore." Article 1544. from the statements in the annual report for 1936. The contract thus entered into pursuant to the offer made by Nielson and accepted by Lepanto was a "detailed operating contract". the principal and paramount undertaking of Nielson under the management contract was the operation and development of the mine and the operation of the mill. agency is a preparatory contract. not as an agent. modify or extinguish business relations between Lepanto and third persons. for a compensation. Agency. provides that "By the contract of agency. It is clear. defining contract of lease of service. however. one of the parties binds himself to make or construct something or to render a service to the other for a price certain. in performing its principal undertaking Nielson was not acting as an agent of Lepanto. that even in these cases Nielson could not execute juridical acts which would bind Lepanto without first securing the approval of Lepanto. destined to create. "The agent is destined to execute juridical acts (creation. that the employment by Lepanto of Nielson to operate and manage its mines was principally in consideration of the know-how and technical services that Nielson offered Lepanto. It was not a contract of agency. was to act only as an intermediary." In both agency and lease of services one of the parties binds himself to render some service to the other party. Nowhere in the record is it shown that Lepanto considered Nielson as its agent and that Lepanto terminated the management contract because it had lost its trust and confidence in Nielson.
on the part of the defendant. Plaintiff filed a complaint against the defendant for violation of the following obligations: not to sell the beds at higher prices than those of the invoices. The words commission on sales used in clause (A) of article 1 mean nothing else. These features exclude the legal conception of an agency or order to sell whereby the mandatory or agent received the thing to sell it. and to order the beds by the dozen and in no other manner. Plaintiff alleged that the defendant was his agent. was necessarily obliged to pay their price within the term fixed. the least that can be said is that they are not incompatible with the contract of purchase and sale. on receiving the beds. and does not pay its price. he returns it. . was a purchaser or an agent of the plaintiff for the sale of his beds Held: There was the obligation on the part of the plaintiff to supply the beds. and. itself to conduct the agency. By virtue of the contract between the plaintiff and the defendant.Quiroga v. to have an open establishment in Iloilo. and to pay for the advertisement expenses for the same. and if he does not succeed in selling it. only expresses that the defendant was the only one that could sell the plaintiff's beds in the Visayan Islands. Issue: Whether the defendant. also used in articles 2 and 3. to keep the beds on public exhibition. as stated in the contract itself. The word agency. by reason of the contract hereinbefore transcribed. than a mere discount on the invoice price. to pay their price. without any other consideration and regardless as to whether he had or had not sold the beds. the latter. Parsons Facts: Plaintiff engaged into a contract for the exclusive sale of its beds with defendants. but delivers to the principal the price he obtains from the sale of the thing to a third person. With regard to the remaining clauses.
he returns it. No. In order to classify a contract.. to pay their price. Facts: -In 1929. the parties agreed that Gonzalo Puyat & Sons would order the equipment from Starr Piano and Arco Amusement would pay Gonzalo Puyat. and does not pay its price. what was essential. in addition to the price of the . Arco Amusement seeks reimbursement. These features exclude the legal conception of an agency or order to sell whereby the mandatory or agent received the thing to sell it. USA) to negotiate with them their intent to buy sound reproducing equipment from Starr Piano through Gonzalo Puyat & Sons.R.COURT RULING: The Supreme Court declared that the contract by and between the plaintiff and the defendant was one of purchase and sale. and. 1941 Keywords: discounted price of sound reproducing equipment not disclosed. as constituting its cause and subject matter. Inc. There was the obligation on the part of the plaintiff to supply the beds. GONZALO PUYAT & SONS v. but delivers to the principal the price he obtains from the sale of the thing to a third person. and that the obligations the breach of which is alleged as a cause of action are not imposed upon the defendant. Arco Amusement Company (formerly known as Teatro Arco) was engaged in the business of operating cinematographs. L-47538 June 20. due regard must be given to its essential clauses. ARCO AMUSEMENT COMPANY G. either by agreement or by law. - After some negotiations. Arco Amusement approached Gonzalo Puyat & Sons. the exclusive agents in the Phils of the Starr Piano Company (of Richmond. Indiana. 930. at the price stipulated. In the contract in question. on the part of the defendant. and if he does not succeed in selling it. and that the defendant was to pay the price in the manner stipulated. is that the plaintiff was to furnish the defendant with the beds which the latter might order.
Gonzalo Puyat & Sons was able to get a discounted price from Starr Piano. Arco paid the amount assessed by Gonzalo Puyat. Gonzalo Puyat did not inform Arco Amusement of the discounted price. banking charges. 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. plus expenses. cables etc. - They sought for reimbursement of what they have paid Gonzalo Puyat by filing a case for reimbursement. a 10% commission. and still billed them the list price of $ 1. and absolved Gonzalo Puyat from the complaint.equipment.600plus commission and other expenses.700 plus the 10% commission and the expenses incurred in ordering the equipment. such as freight. insurance. . However. - In ordering the equipment. - 3 years later. which was quoted at $1. - CFI of Manila held that the contract between the petitioner and the respondent was one of outright purchase and sale. - Arco Amusement paid the bills and then placed another order for a second sound reproducing equipment.
335.600 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. or failure of Starr Piano to properly fill the orders as per specifications. mistake in their quotation. Gonzalo Puyat might still legally hold Arco to the prices fixed. and sentenced Gonzalo Puyat to reimburse Arco Amusement of all the alleged overpayments in the total sum of $1. 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. holding that the relation between Gonzalo Puyat and Arco Amusement was that of an agent and aprincipal. Arco admitted in its complaint filed with the CFI that Gonzalo Puyat agreed to sell to it the first sound reproducing equipment and machinery.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 Sale Contract that would absolve Gonzalo Puyat of the case. such as change in prices.52 orPhp 2.700 and S1. This is incompatible with the pretended relation of agency between the petitioner and the respondent.- CA reversed the decision of the CFI. It is out of the ordinary for one to be . The letters. Whatever unforeseen events might have taken place unfavorable to Arco.671. by which Arco accepted the prices of $1. 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. 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.
the agent of both the vendor and the vendee. the relation between the company and the dealer is one of agency. as distributor. Ker vs Lingad FACTS: The then Commissioner of Internal Revenue Domingo assessed the petitioner to pay Php20. Their contract provides that the petitioner. But the crucial stipulations state that 1) the consignment remains property of the Company until sold by the distributor and 2) ―the distributor is not constituted as an agent of the Company by this contract for any purpose whatsoever. cannot dispose of the products for shipment elsewhere than the designated places. 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. it was run by Sevilla payable to TWS by any airline for any fare brought in through the efforts of Sevilla. and United States Rubber International was that of an agency? Holding: Yes. COURT OF APPEALS Facts: Tourist World Services. Sevilla held herself solidarily liable with TWS for the payment of the rent. referred here as the Company.4% would go to Sevilla and 3% was to be withheld by TWS. When TWS was informed that Sevilla was connected with a rival firm. and since the branch . Philippine Travel Bureau. This is the very essence of commerce without which merchants or middlemen would not exist. Inc. The petitioner was the Company‘s distributor. SEVILLA VS.‖ Issue: Whether or not the contract between Ker & Co. even as it delivered possession unto the dealer for resale to customers and terms of which were subject to the company’s control. Since the company retained ownership of the goods. (TWS) leased the premises belonging to Segundina Noguera to be used as a branch office. The essence of agency to sell is the delivery to an agent not as his property but as the property of the principal who remains the owner and had the right to control sales. The petitioner requested for its cancellation but was denied and deemed liable as an agent of United States Rubber International. If such transfer puts the transferee in the attitude of an owner and makes him liable to the transferor as a debtor for an agreed price it is a contract of sale. When the branch office was opened. fix price and terms and demand proceeds. Distinguish from contract of sale: the price paid in the transfer of an agreement or title is the essence of sale.272 as commercial broker‘s percentage tax. all the circumstances are irreconcilably antagonistic to the idea of an independent merchant.
the parties did not hold themselvesout as partners. the corporate secretary of TWS. Inc. As compensation. the agency having been created for mutual interest of the agent and the principal. in which each party has an equalproprietary interest in the capital or propertycontributed and where each party exercises equalrights in the conduct of the business. the agency that in this case cannot be revoked at will because it is one coupled with an interest. TWS considered closing down its office. her own bookings and her own business obtained from airline companies (She shared the 7%commission she got from the airline companies with TWS). Sevilla and her employees could not enter. It was not a joint venture. in lieu of a distinct partnership name.The CA affirmed the decision of the trial court. she received 4% of the proceeds in the concept of commissions. and one of her claims was that the trial court erred in holding that Sevilla‘s arrangement with TWS was a mere employer-employee relation and not a joint business venture. It appears that Lina Sevilla is a bona fide travel agent herself. went over to the branch and padlocked the premises to protect the interests of TWS. Moreover. But unlike simple grants of a power of attorney.was losing. A joint venture. Canilao. Furthermore. It was not an employer-employee relation. She supports this claim by declaring that she was signatory to the lease contract and was ‗solidarily‘ liable with TWS for the prompt payment of the rent. Sevilla filed for mandatory preliminary injunction which the trial court dismissed without prejudice. It is a principal-agent relationship. The contract of lease was terminated. and the building itself wasembellished with the electric sign "Tourist WorldService. she had acquired an interest in the business entrusted to her. Sevilla herself pre-assumed her principal's authority as owner of the business undertaking. Tourist World Service.including a partnership. Inc. presupposes generally aof standing between the joint co-venturers orpartners. that she did not receive any salary from TWS and that she earned commissions for her own passengers. Sevilla solicited airline fares. Sevillawas not subject to control by TWS either as to theresult or as to the means used. but she did so for and on behalf of her principal. Sevilla filed an appeal. 16 furthermore. ISSUE relevant to our topic: What was the nature of the relation between Sevilla and TWS? Held: PRINCIPAL-AGENT relationship. Sevilla was not in the company‘s payroll. Her binding herself to be solidarily liable with TWS belies the claims of a master-servant relationship. And as we said. and as such. she had assumed a .
The appellant went to the house of Maria Ayroso and proposed to sell Ayroso's tobacco. She continued the business. the proceeds of the sale of the tobacco should be turned over to the complainant as soon as the same was sold. Accordingly.30 a kilo. It is clear in the agreement. Appellant is an agent of Ayroso. There was no proof that the branch was losing and the padlocking was done 6 months after (rebuttal to the ―interest of the company‖ argument of TWS). . to damages. Lim v.personal obligation for the operation thereof. using her own name. obviously. thereby precluding criminal liability of petitioner for the crime charged. Ruling: Contract of agency to sell. after Tourist World had stopped further operations. the revocation complained of should entitle the petitioner. the appellant contended that the contract between her and Ayroso is a contract of sale and not a contract of agency to sell of the subject tobacco. Her interest. is not to the commissions she earned as a result of her business transactions. The appellant was to receive the overprice for which she could sell the tobacco. Upon appeal. holding herself solidarily liable for the payment of rentals. It is an agency that cannot be revoked at the pleasure of the principal. EXTRA: The Court is convinced that there is some malevolent design to put Sevilla in a bad light. Lina Sevilla. the appellant herself admitted that there was an agreement that upon the sale of the tobacco she would be given something. that the obligation was immediately demandable as soon as the tobacco was disposed of. The agreement was evidenced by a document. Aside from the fact that Maria Ayroso testified that the appellant asked her to be her agent in selling Ayroso's tobacco. Issue: Whether or not the transaction between the parties is a contract of agency or a contract of sale. Demands for the payment of the balance of the value of the tobacco were made upon the appellant by Ayroso. or. People Facts: The appellant is a businesswoman. but one that extends to the very subject matter of the power of management delegated to her. Ayroso agreed to the proposition of the appellant to sell her tobacco consisting of 615 kilos at P1. The complainant filed a complaint against the appellant for estafa.
The respondent was able to expedite the approval of the purchase by hand-carrying the different indorsements from one office to another. When she confronted the petitioner they denied her participation in the transactions. Nacianceno is a general agent. subject to 30% commission. After the transaction was discussed. A GENERAL AGENT is one authorized to do all acts pertaining to a business of a certain kind or at a particular place.SIASAT and MARCELINO SIASAT vs. private or government. He has usually authority either expressly conferred . one million pesos worth of national flags for the use of public schools throughout the country. the respondent learned that petitioner received the payment of the second delivery yet failed to pay her. Issue: WON Nacianceno is entitled to the commission despite the absence of specific authorization for the sale of Philippine flags to DECS. she contacted the owners of the United Flag Industry. When Nacianceno was informed by the Chief of the Budget Division that the purchase orders could not be released unless a formal offer to deliver the flags in accordance with the required specifications was first submitted for approval. However. After receiving the first payment of the delivery. or all acts pertaining to a business of a particular class or series. s0 that all the legal requirements had been complied except the release of the purchase orders. But the Petitioner assured her that a full payment will be given to her upon the receipt of the payment of second delivery. a document was drawn up authorizing Nacianceno to represent United Flag Industry to deal with any entity or organization. INTERMEDIATE APPELLATE COURT Facts: Respondent Teresita Nacianceno succeeded in convincing officials of the then Department of Education and Culture to purchase without public bidding. in connection with the marketing of United’s products-flags and its accessories. Ruling: Yes. Petitioner tendered 5% commission to respondent which the latter refused to accept contending that the agreed commission is 30%.
672. 129919. representing premiums that plaintiff allegedly failed to remit.8855 for sum of money against Dominion Insurance Corporation. petitioner. was itsRegional Manager for Central Luzon area.Plaintiff sought to recover thereunder the sum of P156. R. Guevarra instituted Civil Case No. August 8. February 6. who.90which he claimed to have advanced in his capacity as manager of defendant to satisfy certain claims filed by defendant‘s clients Dominion denied any liability to Guevarra and asserted acounterclaim for P249. 1991: Rodolfo S. COURT OF APPEALS. GUEVARRA. customs or nature of the business which he is authorized to transact. No. and FERNANDO AUSTRIA. RODOLFO S.473. . at the time relevant to the case.in general terms or in effect made general by the usages. respondents The Facts January 25. 1991: Dominion filed a third-party complaint against Fernando Austria.53. 2002]DOMINION INSURANCE CORPORATION. G. vs.
Pre-trial reset for many times May 22. MR also denied . August 7.‘ denied.1992. Plaintiff presented his evidence on June 16. submitted to the trial court a handwritten note sent to him by defendant‘s counsel which instructed him to request for postponement. Theexhibits were admitted in evidence in an order dated July 17. RoyGamboa. 1992. 1992: defendant corporation filed a ‗MOTION TO LIFTORDER OF DEFAULT. 1992. 1992 the case was again called for pre-trial conference. TC granted motion. although a messenger.defendant and counsel did not appear. Plaintif f‘s counsel object postponement and moved to have defendant declared as indefault.Only plaintiff and counsel were present. This wasfollowed by a written offer of documentary exhibits on July 8 anda supplemental offer of additional exhibits on July 13. Despite due notice.
a person binds himself to render someservice or to do something in representation or on behalf of another. The basis foragency is representation.TC decided in favor of Gue rrero. On the part of the principal. MR denied. there must be an actual intention to appoint or an intention naturallyinferrable from his words or actions. and in the absence of such intent. the petition.The Issues (1) whether respondent Guevarra acted within his authority asagent for petitioner (2) whether respondent Guevarra is entitled to reimbursement of amounts he paid out of his personal money in settling the claimsof several insured.The Court's Ruling The petition is without merit.there must be an intention to accept the appointment and act onit. with the consent or authority of the latter. and on the part of the agent. Hence. By the contract of agency. there is generally no agency. CA affirmed TC‘s decision. .
. MOTOR CAR. RodolfoGuevarra xxx to be our Agency Manager in SanFdo. and BONDING with the right. for our place and stead..A perusal of the Special Power of Attorney would show that petitioner (represented by third-party defendant Austria)and respondent Guevarra intended to enter into a principal-agent relationship. manager (sic). To conduct. Despite the word ―special‖ in the title of the document. uponour prior written consent. to do and performthe following acts and things: “1.carry on and transact Bonding and Insurancebusiness as usually pertain to a Agency Office. a corporation dulyorganized and existing under and by virtue of the laws of the Republic of the Philippines. underwrite and subscribed (sic) cover notes or Policies . MARINE. the contents reveal that what was constitutedwas actually a general agency. FIRST CONTINENTALASSURANCE COMPANY. xxx do hereby appoint RSG GuevarraInsurance Services represented by Mr. sign. To accept. INC. xxxrepresented by the undersigned as RegionalManager. orFIRE. to appoint agents and sub-agents. PERSONALACCIDENT. The terms of the agreement read: “That we. “2.
The pertinent portion that appliesto this case provides that: . INC. summons. INC.. enumerates the instances when a specialpower of attorney is required. A general power permits the agent to do all acts for which the lawdoes not require a special power. inconnection with actions and all legal proceedings against the said Corporation.of Insurance and Bonds for and on our behalf.deposit.‖ [Emphasis supplied] The agency comprises all the business of the principal.. the acts enumerated in orsimilar to those enumerated in the Special Power of Attorney donot require a special power of attorney. couched in general terms. for (sic) collect. To demand. and legal processes for and in behalf of the FIRSTCONTINENTAL ASSURANCE COMPANY. sue. enforce payment. owing payable ortransferable to said Corporation by reason of orin connection with the above-mentionedappointment.but. it is limited only to acts of administration. Article 1878.may hereafter become due. To receive notices. Civil Code. “3. “4. deliver and transfer for and receive and give effectual receipts and discharge for all money to which the FIRSTCONTINENTAL ASSURANCE COMPANY. Thus.
in favor of PNB. sister Valerina alone executed in favorof Maximo.Held: A Special Power of Attorney to mortgage realestate is limited to such authority to mortgage and does notcarry with it the authority to contract obligation unless thecontrary is shown.In the case at bar. applied for two loans from the PNB. Maximo executed in his own name. As security. In addition. Marias and Associated liable. company or toany natural or juridical person. “xxx xxx xxx “(15) Any other act of strict dominion. twochattel mortgages over the standing crops on the land. the authority granted by the StaMarias (except Valeriana) to Maximo was merely to .guaranteed by Associated.holding that the Sta. execute. Said power of attorney authorized Maximo to mortgage or convey as security to any bank. sign and delivermortgages of of Attorney authorizing the latterto real estate in my name xxx . TheSta Maria s contend that they did not authorize Maximo toborrow money but only to mortgage the real estate jointlyowned by them.“Article 1878. By virtue of thesetwo powers. a Special Power borrow money and make. our undivided shares over acertain parcel of land together with the improvementsthereon. Special powers of attorney are necessary in the following cases: “(1) To make such payments as are not usually considered as acts of administration. executed in his favor from his brothersand sisters.Issue: W/N the SPAs of (1) the Sta Marias and (2)Valeriana authorized Maximo to borrow money.‖ PNB v Sta Maria Facts: PNB filed an action against the Sta. Mariafamily and Associated Surety for the collection of certainamounts representing unpaid balances on two crop loans duefrom the defendants. The lower court found for PNC. The StaMaria brothers and sisters (except Maximo) appealed. Maximo Sta Maria obtained a SpecialPower of Attorney.
mortgagethe property jointly owned by them. MAximo alone and Valeriana whoauthorized him to borrow money. De Coster Facts: - De Coster. They did not grantMaximo any authority to contract for any loans in theirnames and behalf.000 - The promissory note was secured by severalmortgages on the several properties of the debtors - The debtors defaulted so BPI asked the court toforeclose the mortgages - CFI issued an execution order against the threedebtors - G . they cannotbe held personally liable for the payment of such obligations. must answer for said loansand the others only liability is that the real estate authorizedby them would be subject to foreclosure and sale to respondfor the obligations contracted by Maximo. BPI vs. La Orden and Poizat issued a promissorynote in favor of BPI for P292. in theabsence of ratification on their part by estoppel. Hence.
complained thatat the time of the filing of the complaint she was inParis and was absent in the Philippines . Salas and Salas Agent Facts: s powers arelimited by the stipulation in the PoA Salas and Salas executed a PoA in favor of Felix Yuloauthorizing the latter to obtain a loan in the Salas name and mortgage a parcel of land owned by theSalas . This PoA was registered in the RD. .The obligation of the husband stated in the power if attorney was to borrow money for or in account of his wife as her agent as her attorney in fact. Thatdoes not carry with it the power to make his wifeliable as a surety for his preexisting debt -Also. failed torepresent the interest of his principal in court.abriela de Coster. wife of Poizat. Hodges vs. Thisgave the principal the authority to obtain relief under section 113 of the Code of Civil Procedure. De Coster alsoalleged that the mortgage was made without herconsent and made in excess of the authority givenhis husband and therefore it was null and void.Issue: - W/N de Coster is also liable as to the debt incurredby his husband Held: -No! . . Also. the agent of his wife. the husband. the debt was apreexisting debt of the husband wherein the wifewas not a party and has no legal obligation to pay.and has noknowledge of the actual facts.Husband has no authority to execute a promissorynote in behalf of his wife or to make the latter liableas an accommodation maker.
holdingthem solidarily liable. Hodges in theamount of 28k and mortgaged the land of the Salas loan was in the name of Salas and Salas. place it at their disposal. the agent wasobliged to turn over the money to the principal or atleast. - . The RTC only held the Salas liablefor the amount which was actually delivered tothem.Yulo obtained a loan from C.Issue: - W/n the Salas - can be held liable for the whole debt. - .Held: SC says no. in cases like this. - RTC absolved Salas and Salas from liability on thewhole amount.The The whole 28k was not delivered to the Yulo. In applying part of the loan to pay hisobligations.There is nothing to indicate that the Salas hadauthorized Yulo to convert the money to hispersonal use. - Salas and Salas was not able to pay at maturity soHodges filed for foreclosure of the mortgaged land. The powers granted to Yulo by the PoA securingsuch with a mortgage on the property of the Salas swere only limited to obtaining a loan and . Yulo exceeded the authority granted tohim by the PoA s.N. Part of it was applied to a separate loan obtained by Yulofrom Hodges.
(side issues) Registration of the mortgage wasproven through oral evidence. the loans were not usurious. fraudulently concealed who the ultimate buyerwas Issue: W/N Repide is guilty of fraud in the purchase of thestock. (company) -the company.Repide employed deceit in the purchase of stocks. administrator general of the company engaged innegotiations w/ the sale of the lands to the gov t w/c greatlyenhances the value of the stock. Strong sued to recover from Repide the shares of stockalleging that such had been sold and delivered by her agent(Jones) to the agent of Repide (Kauffman) w/o her authority. Sugar Estates Dev t Co. who inturn designated Sloan to purchase 800 shares of stock in thecompany.contract of sale of the shares of stock was consummatedbetween Jones (who assumed he had the power w/oconsulting w/ the principal Strong) and Sloan.Strong owned Phil.negotiated to sell its friar land to the gov t. Repide s violated his duty as an agent of the company.Strong contends that Repide.Repide liable for fraud.the shares of stock were delivered to Kauffman who paid itat a much lower price (about 1/10 of the amount it couldhave been sold to the gov t).Repide. Also. he would not have sold the stocks. Repide employed Kauffman.Mrs.The law allows the creditor to require payments of interest in advance. provided it does not exceed 1year. owner of ¾ of the company entirestock. to disclose to Sloan (agent of Strong) that fact w/cmight affect the value of the stock.administrator general and one if its directors Repide. Yes. The SC allowed thisbecause there was no objection to the presentationof such evidence. Katigbak vs. agent.by employing an agent to buy.Kauffman delivered them to Repide.pending negotiations. being a director. Held. through its majority stockholder.had Sloan known the actual state of the negotiations on thelands. Strong vs Gutierrez Repide Facts:. Tai Hing Co Facts: .Strong contends that she would not have sold the shareshad she known they would ultimately go to Repide. it was his duty to act in goodfaith.Sloan and Jones did not know who really wanted to buy thestocks.. concealing his identity as thebuyer and his knowledge of the state of the negotiations forthe sale of the lands to the gov t and the probable resultthereof. the agent of Strong.such shares were then possessed by Jones. by hiring an agent to purchasethe shares.
000 - Thereafter.000 by virtue of the generalpower of attorney -A second mortgage was made by Barreto on thesame land to Limjuico for P140. using his general power of attorney sold theland to Katigbak mentioning only the PNB mortgageand without recording the sale in the TCT - Po Tecsi remained on possession of the land becauseof an oral contract of lease - Po Tecsi died and he was replaced by his son Po SunSuy .000 - Po Tecsi executed a general power of attorney infavor of Barreto authorizing him to buy and sell allsorts of property belonging to Po Tecsi -Po Tecsi acknowledged his indebtedness to Barretofor the sum of P68. Barreto sold the land to Po Tecsi forP10.000 subject to the 2 mortgages - Then.- Barreto mortgaged his land to PNB for a loan of P60.
Chua Bok and his family resided in the said residentialbuilding and paid the rentals thereof. it doeshowever bind the principal to acknowledge the actsperformed by his agent. V da.The contract of lease contains a stipulation giving the lesseesan option to buy the leased property.- Po Sun Suy failed to pay the rents so Katigbak filedthe case - PO Sun Suy: Katigbak is not the real owner of theland because the sale made by Barreto is null andvoid for lack of registration of the said power of attorney in the Registry of Deeds Issue: -W/N Barreto is authorized to sell the land toKatigbak Held: -Yes! -The general power of attorney authorized Barreto tosell any kind of realty Tecsin. Chua Bok and Herrera. De Chua vs IAC Facts:. landowner. but also toall properties he might acquire afterwards.Tian On executed a deed of absolute sale of building in favorof Chua Bok (predecessor-in-interest of petitioners herein)whereby Tian On sold the said residential house to Chua. -Although the sale was not recorded in the Registry of Deeds and the it does not bind third parties.The use of the words might belong and not belong that might belong Po means that the authority given referrednot only to the property Po Tecsin had at the time of the execution of the power of attorney.Herrera executed a contract of lease in favor of Tian On. through heralleged attorney-in-fact .. When the contract of lease expired. It is evident in the case thatPo Tecsin acknowledged and was aware of the saleto Katigbak. Tian On erected aresidential house on the leased premises.
The contract was entered into by theagent of the lessor Herrera and not Herrera herself. Issue: W/n the contract of lease is void. The trial courtdismissed the complaint against the spouses Go and declared that the contract of lease (yung 2nd na contract) betweenHerrrera and Chua void. y .. Austria brought an action against the formerfor the recovery of the pendant.. Luz Tormis. while Abad was walking home. executed anothercontract of lease over the same parcel of land. Austria vs..Herrera then through another attorney-in-fact.Vicenta Reynes. y However. Art 1878 par 8 states"to lease any real property for more that one year".. y As Abad failed to return the jewelry or pay for itsvalue. In such acase the law requires that the agent be armed with a specialpower of attorney to lease premises. Thespouses registered the sale..The contract involves a lease of real property for a period of more than one year. VicentaReynes the agent was not armed with a special power of attorney to enter into a lease contract for a period of morethat one year.sold lots leased by Chua Bok to Vicente and Victoria Go.Chua Bok filed this complaint for the annulment of the saidsale between Herrera and Spouses Go. CA (Liability of Agent in case of loss of the thing)Facts: y Abad received from Austria one pendant withdiamonds to be sold on commission or to bereturned on demand. The incident gave rise to a case of robbery against the men who allegedly stole theitem. Held: YES. the jewelrywas snatched.
2. In this beforeseen. y Austria contends that for robbery to fall under thecategory of a fortuitous event. the Bank ceased tocollect from the bureau.Held: Yes. then the occurrence of suchfortuitous event would extinguish her liability.Issue:Can Abad be held liable for the loss of the pendant? Is a priorconviction of persons who committed the robbery necessaryto exempt the consignee from liability of such loss?Held:No (in both questions). It was later on discovered that moremoney were payable to ATACO from the Public Works officebut the bank allowed another creditor to collect the fundsdue to ATACO.Issue: W/n the bank was negligent in failing to collect thefunds from the bureau and therefore liable for damages.000 werereleased and delivered to ATACO under a trust receiptguaranteed by Manila Surety and Fidelity.000 tons of hotasphalt. it is sufficient toprove that the unforeseeable event took place without theconcurrent fault of the debtor. To require prior conviction of theculprits in the criminal case would be to demand proof beyond reasonable doubt.To pay for the asphalt. PNB vs Manila Surety Facts:PNB had opened a letter of credit and advanced thereon$120.000 tons worth P279. Of this amount.These acts of PNB were contrary to its duty as holder of . It is not necessary that the person responsiblefor occurrence should be found or punished. were inevitable.000 to Edgington Oil Refinery for 8. or which. ATACO constituted PNB its assigneeand attorney-in-fact to receive and collect for Bureau of Public Works the amount out of the funds payable to theassignor. Art 1174 ( no personshall be responsible for those events which could not ) of theCivil Code should be satisfied.. provision. there should be afinding on the guilt of the persons liable thereon. Of this amount the Bank regularly collected. though foreseen. And in order toavail of this exempting circumstance.TC favored Austria and said that Abad failed to provethe fact of robbery or that it was not negligent whenthe item was stolen.The bank has been negligent in having stopped collectingfrom the bureau the moneys falling due in favor of ATACO.ATACO delivered to the Bureau of Public Works and the latteraccepted..Thereafter for unexplained reasons.thereby allowing such funds to be taken and exhausted byother creditors to the prejudice of the surety. It is not disputed that if Abad wereindeed the victim of robbery. CA reversed and said that Abadwas not responsible for the loss of the pendant onaccount of a fortuitous event. the emphasisis on the event and not on the agents or factors responsiblefor the same. This can be established bypreponderant evidence.
Domingo Facts:Vicente Domingo granted Gregorio Domingo the exclusiveagency to sell his lot with a commission of 5% on the totalprice Gregorio authorized Teofilo Purisima to look for a buyer withhalf of the 5% as his commissionTeofilo introduced Oscar de Leon to Gregorio as a prospectivebuyerOscar offered to purchase the lot at a lower price than thatmade by Vicente. G regorio was able to persuade Vicente to accept Oscar's offerand an agreement was made between Vicente and OscarP1.anexclusive and irrevocable power of attorney to make suchcollection. By the acts of the creditor PNB. since an agent is required to act with the care of agood father of a family.Manila Surety is released from liability as guarantor of theobligation. Domingo vs. guarantor ManilaSurety cannot be subrogated to the rights of PNB. G regorio received P1.000 from Oscar as 'promised' byOscar if G regorio will be able to persuade Vicente to sell thelot at a lower priceThis 'promised money' or secret bonus of G regorio was notdisclosed to VicenteOscar talked to G regorio that he is now canceling the sale buthe will not try to recover the earnest money of the secretbonus he gave . PNB thereby becomes liable for thedamages which the principal may suffer through its non-performance.000 was given by Oscar as earnest money P300 of whichwas advanced by Vicente to G regorio as his commissionAlso.
Fabiola was still aminor. he succeeded inpersuading his principal to accept the terms of the buyer tothe detriment of his principal. This is regardless toW/N the principal suffered any injury because of the breachof trust. Agapito was able to register theland in his name. sensing something fishy.His acceptance of the secret profit corrupted his duty to servethe interest only of the principal. This isevidenced by a possessory information secured by Agapito onMelecio's behalf. he violated the agencyagreement and FORFEITS HIS RIGHT TO COLLECT THECOMMISSION FORM THE PRINCIPAL. The land became subject of acadastral proceeding. Instead of exerting his bestto persuade the buyer to purchase the lot on the mostadvantageous terms desired by his principal. Severino vs. went to the Register of Deeds and discovered that Vicente actually sold the land toOscar's wife as shown in the title G regorio approached Vicente and demanded his commissionbut the latter refused to give him any amountIssue:W/N Vicente is still liable to pay G regorio his commissioneven though the latter failed to disclose everything hereceived form the transactionHeld: G regorio cannot demand from Vicente his commissionArticle 1891 states that every agent is bound to render anaccount of his transactions and to deliver to the principalwhatever he may have received by virtue of the agencyWhen Gregorio accepted the secret bonus and failed todisclose this to his principal. Hofilena (Agapito's lawyer)appeared on his behalf. At this point. SeverinoFacts: During the lifetime of Melecio Severino.The claim was successful. Fabiola now claims the parcel of landTC: ruled in favor of FabiolaAgapito contends that his title to the land is indefeasible Issue: .G regorio. Melecio died. Thus. his brotherAgapito was the administrator of his property.
LOPENA 6 SCRA 1007 FACTS: Anastacio Dungo and Rodrigo Gonzales purchased 3 parcels of land from Adriano Lopena and Rosa Ramos for the total priceof P269. the Dungo and Gonzalesexecuted over the same parcels of land Deed of Real EstateMortgage in favor of Lopena and Ramos. This deed was dulyregistered with the Office of the Register of Deeds Rizal.Agapito is estopped from acquiring or asserting title adversethat of his principal.804. DUNGO v.00. Dungo and Gonzales defaulted on the 1 st .000.Agapito is a trustee and whatever he does for the advantageof the trust estate inures to the benefit of the principal.00 was given as down payment withthe agreement that the balance of P241.00 would be paidin 6 monthly installments. To secure the payment of the balance.804. withthe condition that failure of the vendees to pay any of theinstallments on their maturity dates shall automatically causethe entire unpaid balance to become due and demandable. In regard to the property of Melecio.who has a better claim to the parcel of land? Will theregistration of hte land under the Torrens system divestFabiola of ownership? Ruling: The relations of an agent and his principal arefiduciary in nature. P28.
and. In view of the identicalnature of the cases. and Gonzales. Lopena and Ramos filed a complaint for the foreclosure of thereal estate mortgage with the CFI of Rizal There were 2 other civil cases filed in the same lower court against the same defendants Duñgo and Gonzales.Duñgo's counsel of record. they were consolidated by the lower court into just one proceeding. one Emma R. . It was not signed by Dungo. thecomplainants were Bernardo Lopena and Maria de la Cruz. Atty. the same lawyer whosigned and submitted for him the answer to the complaint. Gonzales represented that his signature was for both himself and the Dugno. Chan. This present decision refers solely to the interests and claim of Adriano Lopena against Anastacio Duñgo alone.This compromiseagreement was approved by the lower court on the same day it was submitted Subsequently a so-called Tri-Party Agreement 2 was drawn.installment.The signatories to it were Duñgo and Gonzales as debtors. Before the cases could be tried. a compromise agreement wassubmitted to the lower court for approval. The plaintiff in one was a certain Dionisio Lopena. waspresent at the preparation of the compromise agreement andthis counsel affixed his signature thereto.Lopena and Ramos as creditors. However. Moreover. Santos aspayor. on the other. and in the other case. It was signed byLopena and Ramos on one hand. All3 cases arose out of one transaction.
The opposition was containedin a motion to dismiss the appeal.he argued. The approval of the record on appeal however.were void and null as regards him. The lower court dismissedthe appeal ISSUES/HELD . as well as the order denying his motion to set aside. together with theplaintiffs of the other two cases won as the highest bidders. The 3 parcels of land were sold by the Sheriff at a publicauction where at herein petitioners. The lower court granted theabove motion and ordered the sale of the mortgaged property.When Duñgo and Gonzales failed to pay the balance. the lower court gave due notice of the motion for the confirmation to the herein petitioner whofiled no opposition therefore. Lopenaand Ramos filed a Motion for the Sale of Mortgaged Property. all subsequent proceedings under and by virtue of the compromise agreement. wasopposed by the respondent spouses who claimed that thejudgment was not appealable having been rendered by virtueof the compromise agreement.The said sheriff's sale was later confirmed by the lower court. Neither of them filed any opposition thereto.Before confirming the sale. This motion to set asidewas denied by the lower court Duñgo filed a Notice of Appeal from the order approving theforeclosure sale. including the foreclosure sale. Consequently. Duñgo filed a motion to set aside all the proceedings on theground that the compromise agreement was void ab initio withrespect to him because he did not sign the same.Although this last motion was filed ex parte. Duñgo andGonzales were notified of it by the lower court.
A compromise is a contract whereby the parties. . bymaking reciprocal concessions. Moreover. ART. in itself.the Compromise Agreement was void ab initio andcould have no effect whatsoever against him because he didnot sign the same. a third personcannot bind another to a compromise agreement unless he. as it was void. the Order of the same dateapproving the same. has obtained a special power of attorney for that purpose from the party intended to be bound. and. including the Orderapproving it. 1878 3 of the Civil Code. avoid a litigation or put an endto one already commenced. thethird person. 2028. a contract. under Art.chanroblesvirtualawlibrarychanrobles virtual law library It is true that a compromise is. were similarly void and could not result toanything adverse to his interest. all the proceedings subsequent thereto. valid or void insofar as Dungo is concerned? YES Duñgo . all theproceedings subsequent to its execution. Furthermore.Was the compromise agreement.
unlessthey are ratified :Those entered into in the name of another person by onewho has been given no authority or legal representation. 1403. In such acase. . The following contracts are unenforceable. ART. the Tri-Party Agreement referred itself to that order 4 . Now. the compromise is merely unenforceable.Although the Civil Code expressly requires a special power of attorney in order that one may compromise an interest of another. it is neither accurate nor correct to conclude that itsabsence renders the compromise agreement void. YES The ratification of the compromise agreement wasconclusively established by the Tri-Party Agreement.or who has acted beyond his power WON Duñgo had ratified the compromise agreement. It is to benoted that the compromise agreement was submitted to andapproved by the lower court. It must begoverned by the rules and the law on contracts.
on becomingaware the compromise and the judgment thereon. . However. it nevertheless could not be enforced against himbecause it has been novated by the Tri-Party Agreement whichbrought in a third party. theprincipal provision of the said instrument was for his benefit.judgment of foreclosure shall thereafter be entered against thesaid defendants:" Beyond doubt. 1960. fails torepudiate promptly the action of his attorney. the compromiseagreement extended the date of maturity to June 30. 1959. Duñgo . and they (PAYOR andDEBTOR) hereby waive any and all objections or oppositionsto the propriety of the public auction sale and to theconfirmation of the sale to be made by the Court.even assuming that the compromise agreement wasvalid. who assumed the mortgagedobligation of Dungo. he will not afterwards be heard to contest its validity This Court has not overlooked the fact that which indeedDuñgo was not a signatory to the compromise agreement.Rivero v.Originally. this was ratified by the Tri-Party Agreement when it covenanted that . Duñgo's obligation matured and becamedemandable on October 10. Santos.If the MAYORdefaults or fails to pay anyone of the installments in themanner stated above.When it appears that the client. should thedefendants fail to pay the said mortgage indebtedness. If only for this reason. the MAYOR and the DEBTOR herebypermit the CREDITOR to execute the order of sale referred toabove (the Judgment of Foreclosure). The compromise agreement stated "that. this Court believes that theherein petitioner should not be heard to repudiate the saidagreement.More than anything the compromise agreement operated tobenefit of Dungo because it afforded him more time andopportunity to fulfill his monetary obligations under thecontract. Rivero .
by changing only theterm of payment and adding other obligations not incompatible with the old one or wherein the old contract ismerely supplemented by the new one Dungo claims that when a third party. or that the will tonovate appears by express agreement of the parties or in actsof similar import. An obligation to pay a sum of money is not novated. and the third person or newdebtor take his place in the new relation.there is no novation. while this may have theeffect of adding to the number of persons liable. it is not enough that thejuridical relation of the parties to the original contract isextended to a third person. In this kind of novation. It is a very common thing in the business affairs for a strangerto a contract to assume its obligations. in a newinstrument wherein the old is ratified. it is necessary that the old debtorbe released from the obligation.Novation by presumption has never been favored. The mere fact that the creditor receives a guaranty oraccepts payments from a third person who has agreed toassume the obligation. came in andassumed the mortgaged obligation. the third person who has assumed theobligation of the debtor merely becomes a co-debtor or surety. however. when there is no . novation resulted therebyinasmuch as a new debtor was substituted in place of theoriginal one. To besustained. Without such release. it need be established that the old and newcontracts are incompatible in all points. the first and the newdebtors are considered obligation jointly. it does not necessarily imply the extinguishment of the liability of the first debtor).If there is no agreement as to solidarity. Santos. There was no suchrelease of the original debtor in the Tri-Party Agreement.
00 per square meter. Atty. In 1969. During pre-trial. HI Cement Corporation was granted authority to operate mining facilities in Bulacan. Eventually. is an executive official of HI Cement. the lawyers of HI Cement agreed to enter into a compromise agreement with the three whereby commissioners shall be assigned by the court for the purpose of assessing the value of the disputed areas of claim. And so a dispute arose between the three and HI Cement as neither side wanted to give up their mining claims over the disputed areas. Francisco Ventura. Florentino Cardenas. Atty. that one of the lawyers of HI Cement. and the creditor can still enforce theobligation against the original debtor . Vicente et al insisted that the compromise agreement is binding because prior to entering into the compromise agreement. But the Board disapproved the compromise agreement hence Atty. the areas allowed for it to explore cover areas which were also being explored by Ignacio Vicente. that . do not constitute a novation.90 per square meter. It merelycomplemented and ratified the same. Vicente et al naturally assailed the motion.agreement that thefirst debtor shall be released from responsibility. One of the lawyers of HI Cement. the three lawyers of HI Cement declared in open court that they are authorized to enter into a compromise agreement for HI Cement. The Tri-Party Agreement was an instrument intended torender effective the compromise agreement. An assessment was subsequently made pursuant to the compromise agreement and the commissioners recommended a price rate of P15. Vicente et al however wanted P10. That a third person wasinvolved in it is inconsequential. Juan Bernabe. Ventura filed a motion with the court to disregard the compromise agreement. Nowhere in the newagreement may the release of Dungo be Ignacio Vicente vs Ambrosio Geraldez Facts: In 1967. and Moises Angeles. the possibility of an amicable settlement was explored where HI Cement offered to purchase the areas of claims of Vicente et al at the rate of P0. However. then notified the Board of Directors of HI Cement for the approval of the compromise agreement. HI Cement filed a civil case against the three.00 per square meter.
In the case at bar. i. Insular Drug Company VS National Bank Facts:U. This is even if the lawyers declared in open court that they are authorized to do so by the corporation (in this case. there wereseveral indorsements guaranteed by the PNB manager Angel Padilla for . does not ratify the compromise agreement. except to the extent that such power is given to him either expressly or by reasonable implication from the circumstances. no proof that there is a provision in the articles of incorporation of HI Cement that he can bind the corporation. Judge Ambrosio Geraldez ruled in favor of HI Cement. Foerster was formerly a salesman of the drug company for the island ofPanay and Negros. the transcript of stenographic notes does not show that the lawyers indeed declare such in open court). no proof that he is authorized by the Board. in its defense. mainly takingchecks from the Iloilo branch of the drug company and depositing them to thecompany account with Philippine National Bank. He also acted as a collector of the company.Cardenas even nominated one of the commissioners. HELD: No. Under the corporation law the power to compromise or settle claims in favor of or against the corporation is ordinarily and primarily committed to the Board of Directors but such power may be delegated. The fact that Cardenas. ISSUE: Whether or not a compromise agreement entered into by a lawyer purportedly in behalf of the corporation is valid without a written authority. there was no special power of attorney authorizing the three lawyers to enter into a compromise agreement. There is no showing that Cardenas‘ act binds HI Cement. nominating a commissioner.e. that such act ratified the compromise agreement even if it was not approved by the Board. averred that the lawyers were not authorized and that in fact there was no special power of attorney executed in their favor for the purpose of entering into a compromise agreement. acted in effecting the compromise agreement. an officer of HI Cement. HI Cement. The delegation must be clearly shown for as a general rule an officer or agent of the corporation has no power to compromise or settle a claim by or against the corporation.E. Corporations may compromise only in the form and with the requisites which may be necessary to alienate their property. Upon examination of the checks deposited by Foerster with PNB.
Ratio: Yes on both issues. The fact that the bank acted in good faith does not relieve it fromresponsibility. When the bank permitted the withdrawals without the authority fromthe drug company. the Insular Drug Co. Any person taking checks made payable to a corporation. A salesman with authority to collect moneybelonging to his principal does not have the implied authority to indorse checksreceived in payment. The right of an agent to indorse commercial paper is a very responsible power and will not be lightly inferred.When the Manila office of the drug company investigated and discovered theanomalies.which can [be acted upon] only by agents does so at his peril. Bacaldo (stenographer of Foerster). de Foerster. Foerster committed suicide. Evangelista and Tan TocoFACTS: This is an appeal taken by Tan Toco of the decision of CFI of Iloilo. . Foerster. which was consequentlywithdrawn by the couple and a certain V.E. the wife of U.Whether the bank is liable for the negligence of its agents when they allowedencashing of the checks without prior authority from the company.The bank is liable for the amount withdrawn by Foerster and will have to standthe loss occasioned by negligence of its agents. and must abide bythe consequences if the agent who indorses the same is without authority. declaring validand binding 1.The drug company saw fit to stand on the proposition that checks drawn in its favor were improperly and illegally cashed by the bank for Foerster‘s personal account. 285. claims that it never received the face value ofthe 132 checks in question covering a total of Php 18.Carmen E.The bank could have relieved itself from the responsibility had it proven thatthe money withdrawn by Foerster passed to the drug company but it hasn‘tdone so. The bank could tell by the checks themselves that the moneybelonged to the Insular Drug Company and not to Foerster.92. the bank made itself responsible to the drug company for the amounts represented by the checks. his wife or hisclerk. Issue: Whether the bank is liable for the amount indorsed and withdrawn by Foerster using company checks even if the latter is an agent of the drug company. Municipal Council of Iloilo vs. Although there was no evidenceshowing that the bank knew that Foerster was misappropriating the funds ofhis principal.
assigned to Mauricio Cruz & Co.At the hearing on said claim.After hearing all the adverse claims on the amount of the judgment the courtordered that the attorney's lien in the amount of 15 per cent of the judgment. Antero Soriano. in his own behalf and ascounsel for the administratrix of the deceased Jose Ma .through her attorney-in-fact Tan Buntiong. filed a claim in the same case for professional services rendered by him.Then municipal treasurer of Iloilo deposited with the clerk of the Court of FirstInstance of Iloilo the amount of P6.the deed of assignment of the credit executed by Tan Toco's widow. in his own behalf and ascounsel for the late Jose Ma.44 against themunicipality of Iloilo was reduced to P30.966. acting with the consent of the appellant widow.000 mentioned above inconsideration of said lawyer's waiver of the remainder of the 15 per cent of saidjudgment amounting to P444. in his behalfand as counsel for the administratrix of Jo se Ma.000 eachmaking a total of P12. and by him. the judgment for P42.69. At thehearing of the instant case. Mauricio Cruz & Co. and directedthe municipality of Iloilo to file an action of interpleading against the adverseclaimants. After the case was remanded to the court of origin.40. which prayed that the amount of the judgment be turned over to it because the land taken over had been mortgaged to it. Inc.000 on account of the judgment renderedin said civil case No. The CFI of Iloilo rendered judgment in a case awarding Tan Toco the recoveryof the value of a strip of land taken by the municipality of Iloilo from her.Jose Evangelista and Jose Arroyo... With these two payments of P6. the Philippine National Bank. Antero Sorianoalso appeared claiming the amount of the judgment as it had been assigned tohim.be recorded in favor of Attorney Jose Evangelista.Arroyo. whichthe court. In pursuance of the resolution of the court belowordering that the attorney's lien in the amount of 15 per cent of the judgmentbe recorded in favor of Attorney Jose Evangelista.000. which was adjudicated bysaid court to Mauricio Cruz & Co. in turn. 3514. the case being filed in theCourt of First Instance of Iloilo..966. Arroyo‘s intestate estate. Atty. the said clerk of court delivered on thesame date to said Attorney Jose Evangelista the said amount of P6.000. in favor of late Antero Soriano2. Arroyo. as was done. fixed at 15 per centof the amount of the judgment. the claimants appeared. then. is confined to the claim of Mauricio . the assignment executed by the latter during his lifetime in favor of thedefendant Mauricio Cruz & Co.This appeal. Inc. as did also the PhilippineNational Bank. Evangelista. the codefendants of Attorney Jose Evangelistaagreed not to discuss the payment made to the latter by the clerk of the Courtof First Instance of Iloilo of the amount of P6.
ISSUE: Whether the deeds of assignment in this case are null and void HELD: NO. for the reason that. not by AnteroSoriano personally. for they had already been satisfied before the execution ofsaid deed of assignment. amounting to P2. and to employ lawyers to defend the latter's interests. as allegedassignee of the rights of the late Attorney Antero Soriano by virtue of the saidjudgment in payment of professional services rendered by him to the saidwidow and her coheirs. theconsent of the one will not be required to validate the acts of theother unless that appears positively to have been the principal'sattention . An agent of attorney-in -fact empowered to pay the debts of theprincipal. in the first place. on the ground that they were considered aspayments made for professional services rendered. and may satisfy them by an assignmentof a judgment rendered in favor of said principal When a person appoints two attorneys-in-fact independently. Tan Toco contends.being Chinese. must beadded to the P700.900. that said assignments was notmade in consideration of professional services by Attorney AnteroSoriano. isimpliedly empowered to pay the lawyer's fees for services rendered inthe interests of said principal. by the firm of Soriano & Arroyo. In support of her contention on this point. but in order to facilitate the collection of theamount of said judgment in favor of the appellant.Cruz & Co. the appellant allegesthat the payments admitted by the court in its judgment. she had encountered many difficulties in trying tocollect. as made byTan Toco's widow to Attorney Antero Soriano for professional servicesrendered to her and to her coheirs.
Green Valley was still liable.The Trial Court and the Court of Appeals ruled in favor of Squib saying theagreement was a sales contract and ordering Green Valley to pay Squib. makes and sells tobaccoproducts. does not contravene the prohibition of article 1459. v. The defendant denied the claim and set upcounterclaim for 55. BernardinoCosta. Intermediate Appellate Court FACTS: E. doesit relieve Green Valley of any liability? HELD: The Supreme Court ruled that whether the agreement was an salescontract or an agency to sell.795. of the Civil Code. Del Rosario and Costa vs. made in payment of professional services inother cases. case5. La BadeniaFacts: "[P]laintiffs Teofila del Rosario de Costa and her husband. the record is now before us on plaintiffs' bill of exceptions. Green Valley Poultry and Allied Products.43 [pesos]." Defendant La Badenia.25 [pesos] a balance alleged to be due Teofila del Rosario de Costa asthe agent of the defendant corporation for services rendered and expensesincurred in the sale of its products.For goods delivered to Green Valley but unpaid.The assignment of the amount of a judgment made by a person to hisattorney. defendant started aselling campaign. ISSUE: Whether or not the agreement was a contract of agency and if so.Green Valley claimed that the contract with Squib was an agency to sell. Inc. One of the locations chosen for the .The Supreme Court further held that even if the contract was an agency tosell.R. Judgment having been rendered in favor of thedefendant. Squib entered into an letter agreement with Green Valley whichappointed Green Valley as an non-exclusive distributor for Squib VeterinaryProducts. Green Valley would still be liable because it sold on credit withoutauthority from its principal. To introduce its products to the retail trade. who has not taken any part in the case wherein saidjudgment was rendered.Squib claimed that the contract was a contract to sell so that Green Valley wasobligated to pay for the goods upon expiration of the 60 day period. that the products received were on consignmentonly with the obligation to turn over proceeds less commission or to returnunsold goods and since it has sold the goods but had not been able to collectfrom the purchasers the action was premature. Squib filed a suit to collect. with head office in Manila. thatthey never purchased goods. brought this action to recover from the defendant corporation the sumof 1.
if any.Eventually Aragon made a settlement of accounts with the plaintiff.If these uncollected items are charged to the defendant corporation a balanceis left in favor of plaintiffs amounting to 1. advertising expenses. "In thisstatement goods received by the Legaspi agency from the factory in Manila arecharged against Teofila del Rosario Costa. such as. were placed upon hispowers to act for the corporation.campaign was Albay. that Aragon was acting as the general agentof the defendant corporation and that as such he was invested with theauthority to inaugurate and carry out a selling campaign with a view ofinteresting the sale of the defendant's products in the territory assigned tohim. Aragon established a centraldistributing agency or depot with the plaintiff Teofila del Rosario de Costa.25 [pesos]. remittances made to the head office in Manila.795. claiming that plaintiffshad been improperly allowed a credit of 1. Throughout the course of the business betweenplaintiffs and defendant. went toLegaspi. Celestino Aragon.nominally in charge.43 [pesos].Sorsogon. Plaintiffs made direct remittances to thehead office in Manila and these remittances were credited to the account ofthe agency at Legaspi.850 [pesos] which representedunpaid accounts due the business in Legaspi for cigars and cigarettes sold by it. salaries ofemployees [other people hired by Aragon]. and acknowledgment was made directly . x x x It appears further that the head officein Manila was fully informed of plaintiffs' relations with the general agent inextending the sales of its products. commissions on sales. Ratio: "It is not denied however. "that they received commissions on the sales made by theagency.25 [pesos]. while credits are given on variousitems. money paid over to the general agent." Issue: Are the plaintiffs merchants or sub-agents? Held: Plaintiffs are sub-agents for the defendant corporation.Aragon took residence (rent was paid to plaintiffs) in the house of plaintiffsand used the lower part of the house as a store room for the tobacco products. x x x The defendant corporation however. and that they were authorized to extend a reasonable credit under thesupervision of the general agent. Plaintiffs won. and if charged toplaintiffs there remains a balance in favor of the defendant corporationamounting to 55."Defendant claims that plaintiffs are just merchants who purchased the goodsand were never employed as agents. Albay to conduct the selling campaign. a general agent of the corporation. and other expenses incident to theconduct of business. Plaintiffs claim that they were the agentsof the defendant. refused to payover to the plaintiffs the balance of 1. though her husband appears to have been the actualmanager of the agency.795. no settlement of their accounts were ever made. The record does not show what limitations. withdrawals of goods from the depository at Legaspi shipped toother towns.
the Chief of the film department of The Lyric FilmExchange. Therecord does show however. and recognized them as agents of the company. "Thedefendant carried no account whatever with the plaintiffs."The general agent did not consider plaintiffs as independent merchants. butrather as agents cooperating with him and working under his supervision. and havingentrusted the entire management of the Legaspi business to Aragon. Neither the head office nor Aragon appear to have made anydistinction between the business done by Aragon and that done by theplaintiffs. called Gabelman and inquired where he wished to have the film returned to him and Gabelmanreplied that he wished to see him personally in Albo‘s office. would seem to negative the contention that plaintiffs weresimply merchants purchasing their good in Manila at wholesale and sellingthem locally on their own account. International Films. When they were in the said office. it can notnow come into court and repudiate the account confirmed by him. and clearly did notconsider them as independent merchants buying solely on their own account." International Films v Lyric Film Facts: Bernard Gabelman was the Philippine agent of International Films.to theplaintiffs. answered that the deposit could not bemade because the film would not be covered by the . One of the conditions of the contract was that The Lyric Film Exchange would answer for the loss of the film inquestion whatever the cause. Aragon." The pieces of evidence of note were the two letters (sent by defendant toplaintiff) presented by plaintiffs which the Court deemed "sufficient to showthat the defendant was fully aware of plaintiffs' connection with the agency atLegaspi. but whether or not these were inaddition to other profits allowed them the record does not show. after the case was referred to him. Gabelmanasked whether he could deposit the said film in the vault of The Lyric Film Exchange.Aragon. and carried no account withthe plaintiffs. x x x The fact that the defendant corporation carried the Legaspiaccount in the name of the general agent.After the last showing of the said film. The chief of International Films. through Gabelman. unless it canshow that he acted beyond the scope of his authority in making thearrangement he did with the plaintiffs. because InternationalFilms did not yet have a safety vault as required by the regulations of the fire department. Vicente Albo.leased the film ―Monte Carlo Madness‖ to The Lyric Film Exchange to be shown in different places. O‘Malley.but rather as subagents working under the supervision of the general agent. x x x [T]he record does not disclosewhat were the precise terms of the arrangement made with the plaintiffs. that in many instances the plaintiffs were allowedcommissions on the sales made by them.
and Vicente Albo. Issue: W/N Lyric Film Exchange is liable to International Films for the the destruction of the film by fire. the bodega of Lyric Film Exchange wasburned. thedefendant company is not civilly liable for the destruction by fire of the film in question because as a meresubmandatary or subagent. under Gabelman‘sown responsibility. was that said film "Monte Carlo Madness" would remain deposited in the safety vault of thedefendant company under the responsibility of said former agent and that the defendant company. was not obliged to insure it against fire.insurance of Lyric Film Exchange. and VicenteAlbo. the former agent of the plaintiff company.Gabelman was then succeeded by Lazarus Joseph as agent of International Films. not having received any express mandate to thateffect. chief of the film department of the Lyric FilmExchange. As there was a verbal contract between Gabelman and Lyric Film Exchange. Gabelman thenrequested Albo to permit him to deposit said film in the vault of Lyric Film Exchange. the Lyric Film Exchange. Lyric Film Exchange. The preponderance of evidence shows that the verbal agreement had between Bernard Gabelman. O‘Malley agreed and the film was deposited in Lyric Film Exchange‘svault under Gabelman‘s responsibility. Joseph asked for the return of the three films. Joseph was informed of the said deposit and and about the verbal contract entered into between Gabelman and Lyric FilmExchange. it was not obliged to fulfill more than the contents of the mandate and toanswer for the damages caused to the principal by his failure to do so. including the film. including Monte Carlo Madness. which was not insured. theformer agent of the International Films. as subagent of the International Films in the exhibition of the film "MonteCarlo Madness".Held: NO. Thereafter. wherebythe film would be shown elsewhere. The fact that the film was not insured against fire does not constitute fraud or negligence on the part of the defendant company. The verbal contract between Bernard Gabelman. but the said film could notbe returned because it was to be shown in Cebu. it received no instruction tothat effect from its principal and the insurance of the film does not form a part of the obligation imposedupon it by law. as hissubagent.. whereby Lyric Film Exchange would act as a subagent of International Films with authority toshow the said film in any theater where Lyric Film Exchange might wish to show it. because as a subagent. and it is not liable for the accidental destruction thereof by fire. Inc. was a sub-agency or a submandate. . chief of the film department of the defendant company. could show it in its theaters.
This action might not be possible to undo. Are you sure you want to continue?
We've moved you to where you read on your other device.
Get the full title to continue reading from where you left off, or restart the preview.