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ALL FOR JESUS Republic of the Philippines SUPREME COURT Manila EN BANC G.R. No.

L-5242 August 6, 1910

BUSORG CASE DIGEST

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ALDECOA & CO., plaintiff-appellant, vs. WARNER, BARNES & CO., LTD., defendant-appellee. Rosado, Sanz and Opisso, for appellant. Haussermann, Ortigas, Cohn and Fisher, for appellee. TORRES, J.: By a complaint filed on September 26, 1907, the legal representative of Aldecoa and Co., in liquidation, filed suit in the Court of First Instance of Manila against Warner, Barnes and Co., Ltd., alleging in the first three paragraphs of their complaint, as a cause of action, that the plaintiff is a regular collective mercantile association organized in accordance with the laws of these islands, duly registered in the mercantile registry, and at present in liquidation; that the defendant is a joint stock mercantile firm organized in accordance with the laws of England, registered in the mercantile registry of Manila, and has done and is still doing business in these Islands under the name of Warner, Barnes and Co., Ltd., which required the business that was conducted in these Islands by Warner, Barnes and Co., the assets, liabilities, and all the obligations of which were assumed by the defendant. In other paragraphs of the complaint, from the fourth to the twelfth, the plaintiff set forth that, prior to December 1, 1898, Warner, Barnes and Co. were conducting a business in Albay, the principal 1

object of which was the purchase of hemp in the pueblos of Legaspi and Tobacco for the purpose of bringing it to Manila, here to sell if for exportation, and that on the said date of December 1, 1898, the plaintiff company became interested in the said business of Warner, Barnes and Co., in Albay and formed therewith a joint-account partnership whereby Aldecoa and Co., were to share equally in the gains and losses of the business in Albay; that the defendant is the successor to all the rights and obligations of Warner, Barnes and Co., among which is that of being manager of the said joint-account partnership with Aldecoa and Co.; that the defendant acted, and continues to act as such manager, and is obliged to render accounts supported by proofs, and to liquidate the business, which defendant not only has not done, in spite of the demand made upon it, but it has expressly denied the right of plaintiff to examine the vouchers, contenting itself with forwarding copies of the entries in its books, which entries contain errors and omissions that hereinafter will be mentioned. Said entries moreover, whereas its operations should have commenced and did commence on December 1, 1898, on which date the joint-account partnership commenced; that, with respect to the liquidation of the business, the operations having been closed on December 31, 1903, Warner, Barnes and Co., Ltd., the defendant, has not realized upon the assets of the firm by selling the property which constitutes its capital; that the persons who were the managers and general partners of Warner, Barnes and Co., Ltd., and are the managers and directors of that firm in the Philippine Islands and are the ones who, under the previous firm name of Warner, Barnes and Co., admitted Aldecoa and Co. as a participant in one-half of the said business, on the 1st day of December, 1898; that the said directors of the defendant company, unlawfully, maliciously, and criminally conspired with the persons who were managing the commercial firm of Aldecoa and Co. during the years 1899, 1900, 1901, 1902, and 1903, to defraud the latter of its interest in the said joint-account partnership, buying the silence of

ALL FOR JESUS

BUSORG CASE DIGEST Invoices & Cr. Dr. Piculs Piculs

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the said managers with respect to the operations of the jointaccount partnership during the time comprised between the 1st of December, 1898, and the 30th of June, 1899, and also with respect to the errors and omission in the accounts relating to the second semester of 1899, and those relating to 1900, 1901, 1902, and 1903. That the said fraudulent acts were not known to the partners of the plaintiff firm until the managers, in collusion with the managers of the defendant firm to defraud and injure the plaintiff firm, had ceased to hold their positions, to wit, until after the 31st of December, 1906, and that by reason of this conspiracy to defraud the plaintiffs, the defendants have been benefited; that the errors and omissions found in the entries of the books kept by the defendant firm as manager of the joint-account partnership are those expressed in details here below: (a) It appears that between the 10th of July and the 26th of December, 1899, 43,934 piculs of hemp arrived in Manila for the joint-account partnership, which were purchased in Legaspi and Tobacco at 13 pesos per picul, and, after charging against this hemp excessive expenses for collection, storage, freight, fire, marine, and war insurance, personnel, etc., the defendants, Warner, Barnes and Co., as managers of the joint-account partnership and commission agents of their joint-account partners, claim that they purchased the said hemp for themselves, but do not give the price received from the sale thereof and merely credit it at 13 pesos a picul, when the average market price at that time was 16.50 pesos a picul; said defendants thereby injuring plaintiffs to the amount of P76,884.50. (b) Striking a balance from the amount of hemp debited and that credited, there results a difference of 4,332.96 piculs not credited which, at 24 pesos a picul, the market price at the time, represents an injury to plaintiffs to the extent of P51,995.52, the said deficit, with respect to the hemp, pertaining to the period beginning with December 31, 1899, in the manner shown by the following table: 2

1899 Dec. 31 ....................................... 86,534.18 43,934 1900 Apr. 30 ...................................... 13,069.97 50,261.78 1900 Dec. 31 ...................................... 67,892.56 71,277 1901 Dec. 31 ...................................... 101,253.31 100,342 1902 Dec. 31 ...................................... 98,074.52 94,279.20 1903 Dec. 31 ...................................... 66,482.49 68,880.09 ¯¯¯¯¯¯¯¯ ¯¯¯¯¯¯¯¯ 433,307.03 428,974.07 4,332.96 ¯¯¯¯¯¯¯¯ ¯¯¯¯¯¯¯¯ Lacking .............................................. 433,307.03 433,307.03 (c) In 1900, on April 30, Messrs. Warner, Barnes and Co. Ltd., give credit for 5,485 piculs of hemp, at 16 pesos a picul, when the market price at that time, according to themselves, was P23.78½; thereby injuring plaintiffs in the sum of P21,350.36. (d) In 1901, on the date of January 31, Messrs. Warner, Barnes and Co., Ltd give credit for 4,600 piculs of hemp, at 8.93 pesos a picul, when, according to themselves, the market price at that time was 11.50 pesos a picul; thereby injuring plaintiffs in the sum of P5,911. (e) One of the sources of profit of the joint-account partnership between Aldecoa and Co. and Warner, Barnes and Co., Ltd., was from the pressing of hemp, which profit is to be credited to the partnership joint-accounts, when the hemp is realized in Manila, and from this source there are due to the plaintiffs P149,084.12, in

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BUSORG CASE DIGEST

PAGE3OUTLINE 1899 July 31. W.B. and Co., Tobacco, transferred to net account their account sale 92.25 piculs hides by Kongsee ............................................................................. P1,149.46 1899 Dec. 31. For transfer account to cover business this semester without statement .................................................. 16,100.57 1900 Feb. 28. As transferred account items noted page 114 day-book .......................................................................... 18,635.08 1900 Feb. 28. To cover war insurance, January ................................................. 4,000 1900 Feb. 28. To cover outstanding accounts ................................................... 2,625.25 ¯¯¯¯¯¯¯¯ 52,510.36 CR. 1900 Feb. 28. As transferred account items noted page 113 day-book .......................................................................... 2,769.24 ¯¯¯¯¯¯¯¯ There remain, therefore ......................................................... 49,741.12 of which one-

which sum they have been injured by the defendants. The said credit for pressing is omitted from the books of Warner, Barnes and Co., Ltd., and should be entered as follows: 1899 ............................................. 21,968 bales, at P1.25 ................................. P27,460 1900 to April 30 ......................... 25,130 bales, at P1.25 ................................. 31,412.50 1900 May 10 to Dec. 31 ............ 35,639 bales, at P1.25 ................................. 44,548.75 1901.............................................. 50,151 bales, at P1.25 ................................. 62,688.75 1902 to July 31 ........................... 26,825 bales, at P1.25 ................................. 33,531.25 Aug. 1 to Dec. 31 ............. 20,314 bales, at P1.75 ................................. 35,549.50 1903 ............................................. 34,440 bales, at P1.75 ................................. 60,270 ¯¯¯¯¯¯ ¯¯¯¯¯¯¯¯ 214,467 bales ................................................. 295,460.75 2,166 bales, lacking, at P1.25 2,707.50 ¯¯¯¯¯¯ ¯¯¯¯¯¯¯¯ 216,633 bales .................................................. 298,168.25 20 loose. ¯¯¯¯¯¯ 216,653 bales. (f) Another error found in the books of Warner, Barnes, and Co., Ltd., is in connection with the outstanding accounts, which are debited in the sum of P52,510.36, while only P2,769.24 are credited in the manner set out in the following statement: DR.

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277... 24. Warner.. together with the lots on which they are built. Those purchased from D.....58 for a like reason... By such debits the plaintiffs have been injured in the sum of P1. to the joint-account. in Tobacco. and P74.. which should not be paid according to agreement ... Messrs.... on a balance debited against them for alleged losses. under the appearance of the insurance premium.... one house of strong materials and the lot on which it stands.. are charged with six months' interest.. P435. in the manner failing to observe the truth in their statement of the facts.. in Tobacco.. the price of "segunda superior" (second superior).500..750.102. 1903. another warehouse of strong materials. for the purposes of the collusion alleged in Paragraph VII of the complaint. claim for themselves this amount.. (j) On December 31...870. . to the grade which... the sum of P7. whence results a difference of price to the value of P233. That purchased from Juana Roisa..46. as it does not pertain to this business. and two houses of strong materials... P22. that is P153. To Miguel Estela... 1902. and to whom it should bear 5 per cent interest from the 8th of June.. was classified as "abaca superior" (superior hemp).. and they delivered that sum to the plaintiffs' managers with whom they conspired.. one-half of which differences should be credited to Aldecoa and Co. deduct from the profits which they show as belonging to Aldecoa and Co. (i) On December 31. worth about P2. 1900.. because the accounts when correctly made to show no losses.." and so on successively.. 1899.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE half. on a capital of P50. (h) On the date of December 26.. thereby injuring the plaintiffs in the sum of P8... they are 4 charged with P1. consisting of one galvanizediron-roofed warehouse. Warner... give the price of "corriente buena" (currect good). Aldecoa and Co... but profits......400.. Ltd....818.000 brought in by Aldecoa and Co.18... Barnes and Co. Manuel Zalvidea situated in Tobacco. is omitted from the accounts..... must be credited to the plaintiffs.90. to the hemp marked under the classification of "corriente buena" (current good).. (g) In 1900. (k) In the entries corresponding to the years 1902 and 1903.. P12. Aldecoa and Co.. with hemp press..... the price of "corriente ordinario" (current ordinary). in 1902.75 Half of this sum. instead of cash capital. and on June 30...000.. that is .. For transfer made to his account of 5 per cent commission on his hemp.... the interest is unduly credited to the joint-account.000.52. with press.. 1903. P7.. (l) The value of the properties brought in by Warner. This item is the following: 1900 June 30.. Barnes and Co. there is unduly included an item of net account which should be stricken out.. therefore. according to the mark. Ltd...56 belongs to the plaintiffs...37...274. amounting to P736.54......400... P870. Ltd. which is one small warehouse of strong materials.. Barnes and Co.688. These two items should be stricken out. in 1903... These properties are the following: Those purchased from Mariano Roisa.. to what is "corriente" or "current... which are: One warehouse of strong materials..

. In the said amended answer the firm of Warner. notwithstanding the overruling of the demurrer filed by the latter to the counterclaim.. and plaintiff be granted such other and further relief as may be found just and equitable. that the defendant. the defendant filed a written answer an counterclaim against the defendant. P86. Marcos Zubeldia. P50. ordering it. selling the properties aforementioned and distributing the proceeds between both the litigants. which is that of rendering an account with vouchers. houses. and one house of strong materials. 1907. as a duty to inherent to its position as manager of the joint-account partnership. that. including the sums claimed. as the defendant refuses to do the things above related. from the respective dates on which they should appear. within a date set for this purpose. still greater errors would be found. 5 that after the said accounts have been rendered and discussed. which are: Four warehouses with three hemp presses. Defendant also admits that the said business continued under the management of the defendant company. accompanied by invoices. the court by writ of December 4. the defendant. until December 31. the plaintiff has no other easy.500. if correctly entered. the defendant alleges that during the period that the said . and admit the allegations of paragraphs 1. and that of liquidating the said business. ordered that the defendant should. and legal interest thereon. 1908 prayed the court to authorize it to file the attached amended answer instead of the original one. and both parties being notified thereof. as manager of the joint-account partnership with Alcodea & Co. the plaintiff has good grounds for believing that. expeditious and suitable remedy than to petition the court for a writ of mandamus. in Legaspi. if the vouchers were examined. Barnes & Co. and also refuses to realize the firm assets by selling the warehouses. judgment be entered for any balance which may appear in favor of the plaintiff. On November 11. Total cost. In answer to the allegations of paragraphs 4 to 12 of the complaint. beginning the said account as of December 1. and other property which constitute the capital. and 3 of the complaint. The plaintiff also prays that the writ of mandamus fix a term within which the defendant is to liquidate the business. The complaint further sets forth that if the entries made by the defendant in its books show in themselves the foregoing errors and omissions. 2. For its first special defense. appertained to the plaintiff. 1898. accompanied by vouchers. wherefore it prays the court to protect it in its rights and to issue the said mandamus against the defendant. that the defendant credit and pay to the plaintiff the sums alleged in that paragraph to be due to the plaintiff. a joint-account partnership was formed between the plaintiff and the defendant transactions of which were the purchase of hemp in Legaspi and Tobacco. within a period of five days.000. states that it denies each and every one of the allegations of the complaint. 1907. whether losses or gains. and vouchers of the Albay business. Ltd. but it denies all the other allegations contained in the said paragraphs. with interest at the legal rate upon the sums of omitted for the difference between the amounts incorrectly debited and credited. with the exception of those which are expressly admitted in its answer. with their corresponding lots. it admits that on June 30. on January 24. for it refuses to furnish the plaintiff the documents required for their examination and verification. the defendant. receipts. and correcting in it errors and omissions related in paragraph 9 of this complaint. to render to the court an account. of which business one-half of the results. and. as to which the plaintiff can not formulate its claims with exactness until the defendant renders it an account. 1903. neglected to comply with what is especially prescribed in article 243 of the Code of Commerce. and that the defendant be adjudged liable for costs of suit. the date on which the partnership was formed. make its allegations more specific with respect to certain particulars mentioned in the order of the court. as manager of the said joint-account partnership. 1899.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE Those purchased from D.

and if. the defendant alleges that more than four years have expired between the time the alleged right of action accrued to the plaintiff and the date of the filing of the complaint. the trial of this cause was held and oral evidence was introduced by the plaintiff. verified by invoices. Aldecoa and Co. 1902. third. Warner. exist in the partnership books and in its accounts. Ltd. of the said Albay business. and opening the second period of the trial with respect to the account for the whole year 1903. as to the date when the partnership was formed and began business in the province mentioned. submitted evidence unrebutted by that of the defendant. with the costs against the plaintiff. The plaintiff on being notified of this judgment filed a written exception thereto and announced his intention to forward through regular channels a bill of exceptions. the latter duly filed a proper bill of exceptions which was certified to and forwarded to this court. Ltd. Aldecoa and Co. rendered to the plaintiff just and true accounts of its transaction as manager of the said partnership. dismissing the complaint with respect to the petition for the rendering of an account. the defendant. 1908. receipts and vouchers. duly verified by vouchers. to which exception was taken by the plaintiff. assessing the costs against the plaintiff. it is certain that the defendant has not proved its averment. prejudicial to the plaintiff. inclusive. the plaintiff. on the opening of 6 . the said partnership was established. which accounts have been approved by the plaintiff. rendered judgment. This litigation concerns the rendering of accounts pertaining to the management of the business of a joint-account partnership formed between the two litigants companies. was the manager of the said joint-account partnership. 1899. whether the managing firm did render accounts. and although the latter averred that the joint-account partnership began on June 30. whereby they should share equally the profits and losses of the business of gathering and storing hemp in Albay and selling it in Manila for exportation. when the existence of the partnership came to an end. This motion being denied. that the same were objected to by plaintiff firm solely upon the grounds mentioned in clause (k) of paragraph 9 of the complaint. denying that it was commenced. pertaining to the period comprised from the beginning of the business to the 31st of December. the defendant prayed that it be absolved from the complaint. on December 1.. Barnes and Co. and by another writing moved for a new trial on the ground that the evidence did not justify the judgment rendered. with the exception of those relating to the year 1903. With respect to the date on which the said partnership began. in accordance with the ruling of the court made at the commencement of the hearing. in the management of the said business. Both the plaintiff and the defendant are in accord that.. which objections are wholly unfounded. whether errors and omission. fraudulent acts were committed also to the plaintiff's injury.. or was formed.. whether the partnership property should be included in the liquidation of the said business and in the accounts appertaining to the year 1903. second. through verbal agreement. and whether. the manager thereof.. For all the reasons set forth in this amended answer. On the subsequent to the 14th of August. which it alleged it was openly and manifestly contrary to the weight of the evidence and to law. and the court. As its second special defense. 1898. and. of its management from the date of the organization of the partnership. but no witnesses were offered by the defendant. as the plaintiff says that it was.. which finally moved for a dismissal of the case.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE joint-account partnership existed. and that the commercial firm of Warner. together with all the documentary and oral evidence produced at the trial. 1908. on December 26 of the same year. fourth. The disagreement between the parties consists in the following points: First. Barnes and Co. and as to the latter.

. no legal reason whatever exists for not accepting the finding of the lower court which decided that it had been proved that accounts were rendered pertaining to the period mentioned and that the said accounts were approved by the plaintiff. and has no right of action to compel the defendant to render the accounts pertaining to that period. according to the context of its own letters of the dates of July 27. accounts. to December 31. wherefore. prove that the defendant did render accounts from June 30. denied that the partnership commenced on the aforesaid date of December 1st. 1898.. within a fixed period. 1902. Ltd. as it partially has 7 done. The procedure of the plaintiff is truly inexplicable in accepting and approving accounts that were rendered to it. the acceptation and approval of accounts rendered since the 30th of June 1899. in view of the evidence adduced by the plaintiff in proof of the aforesaid first point. since the letters themselves exhibited by the plaintiff. because the defendant. 1899. the accountant. Moreover. verified by vouchers. to June 29. Barnes and Co. they having already been rendered and duly approved. 1902. Therefore. 1902. The presumption must be sustained until proof to the contrary is presented. 1898. to June 29. 1899. did render accounts from June 30. as it should have done. that it complied with its duty of rendering accounts of its management. the approval of accounts corresponding to the years from June 30. does not imply that the said approved accounts comprise those pertaining that the seven months mentioned. and that it is always to be understood that all accounts rendered must be duly substantiated by vouchers. does not excuse nor release the manager of the partnership. 1899. it is unquestionable that it was and is the defendant's duty to render accounts of the management of the business. 1899. we agree with the opinion expressed by the lower court and find that the firm of Warner. the plaintiff is in nowise entitled. Ltd. 1899. if the defendant does not produce other evidence in rebuttal. 1899. to December 31. 1907. they must. It is a fact admitted by both litigating parties that Warner. and that it is not shown that the defendant has rendered accounts corresponding to the seven months subsequent to the said date of December 1. and which only begin with June 30.. and. it will be proper to find in accordance with the value of the evidence adduced by the plaintiff and to advise the defendant to render. once that it is proved that the actual date on which the partnership was formed was December 1.. but even so. Although the defendant has not proved. 1899. on defendant's rendering those accounts. December 1. As regards the second point. asserting it began on June 30. of the management of the partnership business and pertaining to the seven months from December 1. 1899. It is a rule of law generally observed that he who takes charge of the management of another's property is bound immediately thereafter to render accounts covering his transactions. and February 19.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE this case de novo it shall not have done so within such period as the court may see fit to determine. for some reason. it is to be presumed that it did so from the date which it avers was that of the information of the partnership and the beginning of the . and duly authenticated as being written by the latter. inasmuch as the very evidence introduced by the plaintiff showed that the said accounts had been rendered and were approved by it. inasmuch as such approval would appear to indicate that it agreed to the claim made by the defendant that the partnership commenced on the said date. 1903. be expressly rejected in the judgment. to December 31. from complying with its unquestionable duty of rendering accounts covering the aforesaid seven months. the defendant. Barnes and Co.. was the manager of the business of the joint-account partnership formed between it and Aldecoa and Co. if they are not to be taken into account in reaching the conclusions or in considering the case upon the merits.

It is one of the duties of the manager of a joint-account partnership. in accordance with law. omissions. in all other accounts that men make among themselves. or committed other fraud against those who have a share in such thing. and it is therefore evident that it has not rendered accounts pertaining to the seven months mentioned. Alcodea & Co. Civil Code. 1899. Aldecoa & Co. title 11. Barnes & Co. Notwithstanding that they may acknowledge the settlement of the accounts between them and promise never to bring them up again. .. provided. 1265.. Rep. provides. the last years of the existence of the joint-account partnership. or mistake in the approval of the said accounts. among other things. fraud. is not entitled afterwards to claim a revision of the same. With regard to the last point in controversy. omission. 6 Phil. BUSORG CASE DIGEST PAGE3OUTLINE the things in his keeping. to liquidate the assets that form the common property. Article 243 of the Code of Commerce says. 1266. unless it shows that there was fraud. then neither the suit. in order that the plaintiff might take such objections and statements in regard to the same as he deemed proper.. he especially shall not have repaired the deceit that he committed. we say that they may sue him to compel him to remedy the deceit he committed against them. Ltd. concealed anything deceitfully. nor such previous status and promise shall avail. deceit. and to pay all the damages and losses that have accrued to them by reason thereof. (Pastor vs. the plaintiff. exist in the partnership books and in its accounts. in the management of the said business.) The approval of an account does not prevent its subsequent revision. it was provided in the judgment appealed from that the trial should continue with respect to the said accounts corresponding to the year 1903. and approved by them. and. (Arts. and the 31st of December. in order that the same may be revised in accordance with law and the jurisprudence of the courts. are strictly obliged to prove the errors. it must be borne in mind that once accounts have been approved which were rendered by the managing firm of Warner. may have been approved by Aldecoa & Co. the defendant agrees that the plaintiff has not yet approved the accounts that the former rendered. and whether.. Whenever this firm shall succeed in proving that there was error. 5th Partida.. on the contrary. however. if it is proved in a satisfactory manner that there was deceit and fraud or error and omission in it. Nicasio. if it had be known in truth that he who gave the account or had 8 So that it does not matter that the accounts pertaining to the years comprised between the 30th of June. the following: That is precisely what we say should be observed. in connection with the things which belong to them.) Law 30. and adduce the evidence conducive to prove his claim. for this reason.ALL FOR JESUS business. pertaining to 1903. Aldecoa & Co. or at least its correction. and to state the result obtained therefrom in the final rendering of the accounts which he is to present at the conclusion of the partnership. Under these hypothesis. With respect to the third point relative to whether errors and omissions prejudicial to the plaintiff. or deceit in these accounts. in connection with the accounts already rendered. they may be duly revised. according to the law. 152. and fraudulent acts attributed to the defendant. error. fraudulent acts were committed to plaintiff's injury. 1902.

third. in liquidating the property of common ownership. and accordingly the judgment appealed from is set aside and this cause shall be returned to the court below. duly considering the errors. contrary to the averment of the plaintiff supported by evidence that it commenced on December 1. in the accounts of which last period must be included all the property that is found to belong to the said partnership. of its management of the business of the joint-account partnership with the plaintiff. it has not been possible to decide in a final manner the various issues brought up and controverted by the litigants. Barnes & Co. in declaring the latter's transactions concluded and in rendering duly verified accounts of its results. as well as the evidence introduced by both parties. 1898. pertaining to the months from December 1. the manager of the said partnership. already approved. within a fixed period. wherefore the firm of Warner. setting up the following doctrine: In case of the liquidation of a company of this kind (denominated joint-account partnership). to June 29. in the examination of the accounts that may be found to have been rendered. the trial court shall be proceed in accordance with law. the defendant shall be advised that it must. 1902. 1899. 1902. the parties may allege and prove facts conducive to their revision or approval besides availing themselves of the evidence already adduced at trial. This rule was established by the supreme court of Spain in applying a similar precept of the mercantile code. accompanied by a certified copy of this decision. and after the transactions have been concluded he shall render a proper account of its results. and one admitted by both parties that the partnership herein concerned concluded its transactions on December 31. and. omissions. it is just that. for otherwise one of the partners would be benefited to the detriment and loss of his copartners. Wherefore. 1870. and. considering the greater or lesser selling price that may be obtained from the property and effects which comprise such assets. should it be duly and fully proved that the managing firm acquired realty in the name and at the expense of the joint-account partnership with the plaintiff firm. for. and it 9 . This doctrine is perfectly legal and in accord with justice. verified by vouchers. second. it has been shown that in the present state of this cause resulting from the rendering of the judgment appealed from. 1899. inasmuch as the sale of the firm assets is necessarily uncertain and eventual. By the facts herein above set forth. It is a recognized fact. in the case under review.. for which purpose. 1899. 1899. in which case the said rendering of account shall be restricted to the twelve months of the year 1903. and to the twelve months of the year 1903. for the holding of a new trial. there still remain to be decided the four points or questions of fact before specified. with respect to the accounts corresponding to the period from June 30. to December 31. in its decision on an appeal in causation of the 1st of July.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE The liquidation shall be effected by the manager. to December 31. as no person should enrich himself wrongfully at the expense of another. as found in the said judgment. owes the duty to include therein the property and effects belonging to the partnership in common. 1898. 1903. from the beginning of the partnership to the date of its dissolution. the manager of the partnership. render an account. mistakes and fraudulent or deceitful acts that have been alleged or may specifically be alleged in rejecting the said approved accounts. Ltd. unless it shall prove in a satisfactory manner that the said partnership began on June 30. has in fact rendered accounts pertaining to the years from June 30. the price received should be alloted in the same proportion as that fixed in the contract for the division of the profits and losses. and in accordance with section 496 of the Code of Civil Procedure. such realty should be divided between the partners in the same manner as were the profits and losses during the existence of the business. though it be granted as proved that the defendant firm. a new trial should be held For the purpose of a final decision of all the questions involved in this litigation. first.

as a mercantile partnership. L-18707 December 9. 1922 PO YENG CHEO. presiding in the court below. 1921. and as such Po Yeng Cheo inherited the interest left by Po Gui Yao in a business conducted in Manila under the style of Kwong Cheong Tay. to render final judgment in favor of the plaintiff. J. to present a liquidation of said business within a stated time. vs. Feria and Romualdez Bros. The defendant having died during the pendency of the cause in the court below and the death suggested of record. A. In a decision dated July 1. which may be briefly set fourth as follows:lawphil. Quintin Llorente and Carlos C. as managing partner in said business and to recover from him its properties and assets. administrator.net The plaintiff. Imperial.: By the amended complaint in this action. Viana for appellee. it was actually debtor to Lim Ka Yam to the extent of several thousand pesos.. R. concur. LIM KA YAM. Moreland and Trent. purporting to show that after the business was liquidate. No. as administrator. with a 10 Republic of the Philippines SUPREME COURT Manila EN BANC G. defendant-appellant. was required to appear and make defense. Appreciating the worthlessness of this so-called statement. This business had been in existence in Manila for many years prior to 1903. found that the plaintiff was entitled to an accounting from Lim Ka Yam. as manager of the business already reffered to. Johnson. a history of the formation of the Kwong Cheong Tay and some account of its disruption and cessation from business in 1910. for appellant. F. plaintiff-appellee. Po Yeng Cheo.R. his . he did submit to the court a paper written by Lim Ka Yam in life purporting to give. This order bore no substantial fruit. alleged sole owner of a business formerly conducted in the City of Manila under the style of Kwong Cheong. the original defendant. Po Yeng Cheo. STREET. The decision made on this occasion takes as its basis the fact stated by the court in its earlier decision of July 1. 1921. So ordered. one Lim Yock Tock. for the reason that Lim Yock Tock personally knew nothing about the aforesaid business (which had ceased operation more than ten years previously) and was apparently unable to find any books or documents that could shed any real light on its transaction. the present plaintiff. deceased. the court proceeded. and all parties apparently realizing that nothing more was likely to be discovered by further insisting on an accounting. with vague and uncertain details. and he accordingly required Lim Yock Tock. the Honorable C.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE shall be careful to decide in its final judgment all the issues raised between the parties in the course of this litigation and to provide such remedies as are proper in regard to their respective claims. JJ. on December 27. However. 1921. To this narrative was appended a statement of assets and liabilities. is the sole heir of one Po Gui Yao.

and the defendant. estimated at P11. Lim Ka Yam. it was erroneous in any event to give judgment in favor of the plaintiff to the extent of his share of the capital of Kwong Cheong Tay.000) was embarked in this business many years ago reveals nothing as to the condition of the capital account at the time the concern ceased to do business. and after the death of Po Gui Yao the following seven persons were interested therein as partners in the amounts set opposite their respective names.000. to the facts found by the trial judge. Chua Chi Yek. as stated. upon liquidation of the business. Lee Ho Yuen. for in that precise interval of time the capital may have been diminished or dissipated from causes in no wise chargeable to the negligence or misfeasance of the manager. it is to be observed that this court finds itself strictly circumscribed so far as our power of review is concerned. P10. to wit: Po Yeng Cheo.000 in the Manila Electric Railroad and Light Company.000. that is. owing principally to the fact that the plaintiff ceased at that time to transmit merchandise from Hongkong. to recover of the defendant Lim Yock Tock. or errors. It results. In view of the facts above stated. though repeated demands to that effect have been made upon him by the plaintiff. of Manila. which may be apparent upon the face of the appealed decision. the trial judge rendered judgment in favor of the plaintiff. P10. if these shares had been sold and converted into money. . From this judgment the defendant appealed. if any. as appellant. the sum of sixty thousand pesos (P60. P50. Ley Wing Kwong. Among the properties pertaining to Kwong Cheong Tay and consisting part of its assets were ten shares of a total par value of P10.000. for many years prior of its complete cessation from business in 1910.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE capitalization of P160. if not needed to pay debts. engaged in the import and export trade. for the plaintiff 11 did not appeal from the decision of the court below in so far as it was unfavorable to him.000. plus the plaintiff's proportional interest in shares of the Yut Siong Chyip Konski and Manila Electric Railroad and Light Company. so far as appears from the appealed decision.000. P10. the original defendant herein. and even supposing--as the court possibly did--that the capital was intact in 1908. there are found to be assets in his hands applicable to capital account. The manager of Kwong Cheong Tay. that we must accept the facts as found by the trial judge. in relation with the pleadings of record. The managing partner of a mercantile enterprise is not a debtor to the shareholders for the capital embarked by them in the business. among the various shareholders. would have been distributable among the various persons in interest. That the sum of one hundred and sixty thousand pesos (P160. Po Yeng Cheo. Lim Ka Yam appears at no time to have submitted to the partners any formal liquidation of the business. was Lim Ka Yam. Of course. where he then resided. together with the costs. P10. Again.000).000 in an enterprise conducted under the name of Yut Siong Chyip Konski and certain shares to the among of P1. Lee Kom Chuen. In the year 1910 (exact date unstated) Kwong Cheong Tay ceased to do business. Chan Liong Chao.000. constituting the interest of the plaintiff in the capital of Kwong Cheong Tay. as administrator of Lim Ka Yam. In the first place. and he can only be made liable for the capital when. it is quite apparent that the judgment cannot be sustained. the only property pertaining to Kwong Cheong Tay at the time this action was brought consisted of shares in the two concerns already mentioned of the total par value of P11.000. has not caused a great part of the oral testimony to be brought up. the proceeds. P60.000.000. P10. In beginning our comment on the case.000. and our review must be limited to the error. Proceeding then to consider the appealed decision in relation with the facts therein stated and other facts appearing in the orders and proceedings in the cause. this would not prove it was intact in 1910 when the business ceased to be a going concern.

the shares referred to--constituting the only assets of Kwong Cheong Tay--have not been converted into ready money and doubtless still remain in the name of Kwong Cheong Tay as owner. or for damages resulting from his wrongful acts as manager. the duty of liquidating its affair devolves upon the surviving member. but in that case the affairs of the defunct concern had been actually liquidate by the manager to the extent that he had apparently converted all its properties into money and had pocketed the same-which was admitted. But under the circumstances revealed in this case.. Sugo and Shibata vs. without process of division. or members. 350). not upon the legal representative of the deceased partner. or his estate. 350) Upon the death of Lim Ka Yam it therefore became the duty of his surviving associates to take the proper steps to settle the affairs of the firm. a part of an undivided property. Moreover.. should be prosecuted against his estate in administration in the manner pointed out in sections 686 to 701. The error of the trial court in so doing can be readily demonstrated from more than one point of view. but it will be understood that this order is 12 . 1670. But of course the action was not maintainable in this aspect after the death of the defendant. 6 Phil. and a liquidation of the business is an essential prerequisite. the proper step for the surviving associates to take would be to make application to the court having charge to the administration to require the administrator to surrender such property.-notwithstanding the insistence of the attorneys for the latter that the action should be discontinued in the form in which it was then being prosecuted. Under these circumstances it is impossible to sustain a judgment in favor of the plaintiff for his aliquot part of the par value of said shares. abandoning entirely the effort to obtain an accounting. 11. like the shares in the Yut Siong Chyip Konski and the Manila Electric Railroad and Light Company. when it appears. as his administrator. this court permitted one partner to recover of the manager the plaintiff's aliquot part of the proceeds of the business.. and any claim against him. for a sum of money due to the partnership by reason of any misappropriation of its funds by him. This is that. it was erroneous to give judgment in favor of the plaintiff for his aliquot part of the par value of said shares. suing alone. Another condition will be noted as present in this case which in our opinion is fatal to the maintenance of the appealed judgment. inclusive. of the firm.. are in the possession of the deceased partner. and the motion to discontinue the action as against the administrator should have been granted. Lichauco (33 Phil. it is well settled that when a member of a mercantile partnership dies.. But. The judgment must be reversed. and the defendant will be absolved from the complaint. Civil Code. Lim Ka Yam.--and nothing remained to be done except to compel him to pay over the money to the persons in interest. and the court. In the first place. of the Code of Civil Procedure. were futile. 5 Phil. and entered judgment for a sum of money against said administrator as the accounting party. which would be equivalent to allowing one of several coowners to recover from another. In the present case. Lichauco vs. Donaldson Sim & Co. Lichauco. 744) And the same rule must be equally applicable to a civil partnership clothed with the form of a commercial association (art. considered in the character of an action for an accounting. in the second place. It is true that in Lichauco vs. the proceedings in this cause.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE in their respective proportions. as already indicated. Green. It is elementary that one partner. 33 Phil. the trial court allowed the action to proceed against Lim Yock Tock. that the property pertaining to Kwong Cheong Tay. (Wahl vs. cannot recover of the managing partner the value of such partner's individual interest. after the death of the original defendant. gave judgment against the administrator upon the supposed liability of his intestate to respond for the plaintiff's proportionate share of the capital and assets. as here. then long since closed.

J. Malcolm. C. ROMANA BORJA (administratrix of the estate of Narciso Santos) 1928 / Ostrand FACTS Maximo Guidote and Narciso Santos formed in 1918 a partnership business under the name of ―Taller Sinukuan. of the partnership business.. J. and Romualdez. a part of which was alleged to be the net profits from the business due Guidote. Guidote rendered an account prepared by one Tomas Alfonso. took no part in the decision of this case. JJ. concur. Lindaya. Numerous objections were presented by Borja. and Villamor. The court dismissed Guidote’s complaint and absolved Borja. verified by vouchers.‖ in which Santos was the capitalist partner and Guidote was the industrial partner. Ostrand. concurs in the result. which was so hopelessly and inextricably confused that the court could not consider it of much probative value. credits. a public accountant. Guidote brought an action against Borja to recover a sum of money [9k~]. Guidote failed to liquidate the affairs of the partnership and to render an account thereof to Borja... Santiago testified that he had prepared a separate accounting or liquidation similar in results to that prepared by Lindaya. Guidote called several witnesses and introduced a so-called accounting and a mass of documentary evidence. Guidote was ordered to render a full and complete accounting.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE without prejudice to any proceeding which may be undertaken by the proper person or persons in interest to settle the affairs of Kwong Cheong Tay and in connection therewith to recover from the administrator of Lim Ka Yam the shares in the two concerns mentioned above.. showing a balance of P29k~ in Borja’s [Santos’ estate] favor. No special pronouncement will be made as to costs of either. JJ.] 13 MAXIMO GUIDOTE v. Santos died in 1920. and the rest of the sum consisting of advances allegedly made by Guidote. Avanceña. So ordered. Borja introduced the public accountant Jose Turiano Santiago to testify as to the results of an audit made by him of the partnership accounts. [Computation: Santos is a creditor of the Taller Sinukuan in the sum of P26k. and property pertaining to Santos. At the hearing. Borja presented an account and liquidation prepared by a public accountant. . Araullo. but with a few differences in the sums total. Guidote is a debtor to the Taller Sinukuan in the sum of P20k. The court disapproved the account and ordered that Borja submit an accounting from the date of the commencement of the partnership up to the time the business was closed. Santiago A. the administratrix of Santos’ estate. Johns. Johnson. Borja admitted the partnership’s existence and prayed that Guidote be ordered to render an accounting and to pay the estate 25k as net profits.

in relation to the partnership business. not to the executors of the deceased partner. GUIDOTE’S ARGUMENT Since Santos. with legal interest. Pio Gaudier. The better practice would been to let the complaint stand until the result of the liquidation of the partnership affairs was known. but to the surviving partners or the liquidators appointed by them. GUIDOTE’S ARGUMENT IS UNAVAILING Wahl v. no harm was done by the dismissal of Guidote’s complaint. which liquidation was disapproved by this court in a decision.  Pio Gaudier is the same bookkeeper who prepared three entirely separate and distinct liquidation for the same partnership business. The rule for the conduct of a surviving partner ISSUE & HOLDING 14 . Donaldson Sim & Co. Claro Reyes was forced to admit that a certain exhibit was not the original. his legal representatives were under the obligation to render accounts of the operations. The judge did not believe Alfonso’s proposition that Guidote. But under the circumstances. The death of one of the partners dissolves the partnership. or Tagalog. The court gave credence to the conclusions reached by the public accountants presented by Borja. notwithstanding the fact that Guidote was in charge of the business subsequent to the death of Santos. but that the liquidation of its affairs is by law entrusted. YES RATIO There may be some merit in Guidote’s contention that the dismissal of his complaint was premature. and the court found that the testimony given by him at the last hearing is confusing. of 44k in excess of the gross receipts of the business. contradictory and unreliable. The trial court judge said that the testimonies of these witnesses are unreliable. generally took care of the partnership’s payments and collections. Tomas Alfonso is the same public accountant who filed the liquidation Exhibit O on behalf of Guidote. Guidote presented Tomas Alfonso and the bookkeeper.  WON the trial court is correct in ordering Guidote to pay P26k to Borja. a mere industrial partner.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE In order to contradict the conclusions of the two public accountants. It materially contradicts Guidote’s allegations to the effect that the advances that he [Guidote] made amounted only to 2k. as witnesses. Guidote was ordered to pay P26k to Borja. plus costs. up to the time of his death. notwithstanding his having received 21k on the various jobs and contracts of the business had actually expended and paid out 63k.  Other witnesses were given scant consideration—Chua Chak can neither read nor write English. Spanish.

whether it consists of real or personal assets. LEPANTO took possession thereof and embarked in rebuilding and reconstructing the mines and mill. and he is not in position to complain if his testimony and that of his witnesses is discredited. and to pay over to them the share of such deceased member in the surplus of firm property. the mill. Inc. surviving partners are treated as trustees of the representatives of the deceased partner. Guidote failed to observe this rule. realizing that the mechanics of the contract was unfair to Nielson. The Japanese forces thereafter occupied the mining properties. such . were destroyed upon orders of the United States Army. to prevent their utilization by the invading Japanese Army. (2) 10% of any depletion reserve that may be set up. On 26 June 1948 the mines resumed operation under the exclusive management of LEPANTO. the Pacific War broke out in December 1941. a disagreement arose between NIELSON and LEPANTO over the status of the operating contract which as renewed expired in 1947. Nielson & Co. and the Lepanto Consolidated Mining Co. It is the duty of surviving partners to render an account of the performance of their trust to the personal representatives of the deceased partner. Under the terms thereof. repairing and renewing the water system. and who were ousted from the mining properties only in August 1945.500. erecting staff quarters and bodegas and repairing existing structures. clearing the mill site. 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. In 1940. The rehabilitation and reconstruction of the mine and mill was not completed until 1948. the management contract shall remain in suspense in case fortuitous event or force majeure. 17 December 1966. supplies on hand. [GR L-21601. vs. operated the mines during the continuance of the war. Shortly after the mines were liberated from the Japanese invaders in 1945. In February 1942. In January 1942 operation of the mining properties was disrupted on account of the war. repairing roads and maintaining the same. whereby the former operated and managed the mining properties owned by the latter for a management fee of P2. when and as paid. salvaging equipment and storing the same within the bodegas. and retimbering. for a period of 5 years. 2 took no part] An operating agreement was executed before World War II (on 30 January 1937) between Nielson & Co. doing police work necessary to take care of the materials and equipment recovered. The appealed judgment is AFFIRMED. The Board of Directors of Lepanto.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE In equity. 28 December 1968] En Banc. Zaldivar (J): 6 concur. a dispute arose regarding the computation of the 10% share of Nielson in the 15 profits. and (3) 10% of any amount expended during the year out of surplus earnings for capital account. concentrates on hand and mines. As a consequence of this trusteeship. but in the meantime.00 a month and a 10% participation in the net profits resulting from the operation of the mining properties. the parties agreed to renew the contract for another period of 5 years. Zaldivar (J): 6 concur. repairing the mines. power plant. surviving partners are held in their dealings with the firm assets and the representatives of the deceased to that nicety of dealing and that strictness of accountability required of and incident to the position of one occupying a confidential relation. equipment. during the period of the contract and at the end of each year. Inc. installing new machinery and equipment. 4 took no part Facts: [GR L-21601. with regard to the interest of the deceased partner in the firm. setting up new organization. After the mining properties were liberated from the Japanese forces. In the latter part of 1941. Lepanto Consolidated Mining Co.

000. Issue: Whether the management contract is a contract of agency or a contract of lease of services. with legal interest from the date of the filing of the complaint. with legal interest thereon from the date of the filing of the complaint. provides that "In a lease of work or services.000.00. ordering Lepanto to pay Nielson (1) 10% share of cash dividends of December. (7) to issue and deliver to Nielson and Co. including attorney's fees and costs. (3) management fees for the sixty-month period of extension of the management contract. together with all cash and stock dividends." Article 1544. as agency "does not stop with the agency because the purpose is to enter into other contracts. 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. Lepanto shall pay Nielson an amount in cash equivalent to the market value of said shares at the time of default. one of the parties binds himself to make or construct something or to render a service to the other for a price certain.00. while the agent represents his principal. (4) 10% share in the cash dividends during the period of extension of the management contract. with legal interest thereon from the date of the filing of the complaint. (6) 10% of the expenses for capital account during the period of extension. and all shares. The lessor of services does not represent his employer. 1949 and August 16 22.76. agency is a preparatory contract." The most characteristic feature of an agency relationship is the agent's power to bring about business . 1949 and August 22. (5) 10% of the depletion reserve set up during the period of extension.500. 1950. LEPANTO in its answer denied the material allegations of the complaint and set up certain special defenses.88. prescription and laches. The court stated that it did not find sufficient evidence to establish LEPANTO's counterclaim and so it likewise dismissed the same. that is. as may have been declared and issued subsequent to November 28. however. The Supreme Court reversed the decision of the trial court and enter in lieu thereof another. defining contract of lease of service. 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. amounting to P53.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE as war or civil commotion. with legal interest thereon from the date of the filing of the complaint. Agency. Lepanto seeks the reconsideration of the decision rendered on 17 December 1966. shares of stock of Lepanto Consolidated Mining Co.000. amounting to P1. (8) the sum of P50. as fruits that accrued to said shares. adversely affects the work of mining and milling. and (9) the costs.400. NIELSON appealed. if any. at par value equivalent to the total of Nielson's 10% share in the stock dividends declared on November 28. while in the lease of work or services the basis is employment. is distinguished from lease of work or services in that the basis of agency is representation.00 as attorney's fees. with legal interest thereon from the date of the filing of the complaint. as bars against the institution of the action. among them. provides that "By the contract of agency. amounting to P694. the court a quo rendered a decision dismissing the complaint with costs.00. 1942 in the amount of P2. for it is only then that Lepanto placed itself in condition of not being able to perform its obligation.00. defining contract of agency. Inc. After trial. On 6 February 1958. one person binds himself to render some service or do something for the account or at the request of another. provided that if sufficient shares of stock of Lepanto's are not available to satisfy this judgment. (2) management fee for January.928. 1941 in the amount of P17. Further. if any. 1950. 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. with legal interest thereon from the date of the filing of the complaint. amounting to P150.500.364. Held: Article 1709 of the Old Civil Code." In both agency and lease of services one of the parties binds himself to render some service to the other party.

Ilocos Norte and among the persons employed by it was plaintiff De La Cruz. at which moment to save himself. not as an agent. destined to create. in performing its principal undertaking Nielson was not acting as an agent of Lepanto. or sell the minerals. It was not a contract of agency. to maintain peace and order and to report the commission of disorder within the premises *As such guard. Martin attacked him with a bolo *Plaintiff defended himself until he was cornered. he shot gate crasher resulting in latter’s death *Plaintiff was charged with homicide but was acquitted of charge after trial. 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". Further. but the contract also provides that Nielson could not make any purchase. DE LA CRUZ V NORTHERN THEATRIAL ENTERPRISES FACTS: *The Northern Theatrical Enterprises. "The agent is destined to execute juridical acts (creation." Herein. Nielson. for a compensation.000. and from the provision of paragraph XI of the Management contract. 17 1. in the sense that the term agent is interpreted under the law of agency. . In other words. 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. 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. 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. It is clear. was to act only as an intermediary. Lease of services contemplate only material (non-juridical) acts. but as one who was performing material acts for an employer. a total of P 15. modify or extinguish business relations between Lepanto and third persons. 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.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE relations between his principal and third persons. In both criminal cases against him. that even in these cases Nielson could not execute juridical acts which would bind Lepanto without first securing the approval of Lepanto. then. hired as special guard whose duties were to guard the main entrance of the cine. modification or extinction of relations with third parties). without the prior approval of Lepanto. therefore. neglect of his interests and his family as well in the supervision of the cultivation of his land. 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. Infuriated by the refusal of plaintiff to let him in without first providing himself with a ticket. In the performance of this principal undertaking Nielson was not in any way executing juridical acts for Lepanto. he carried a revolver * One Benjamin Martin wanted to crash the gate or entrance of the movie house. a domestic corporation opearated a movie house in Laoag. he employed a lawyer to defend him *He then demanded from NLE reimbursement of expenses but was refused thus filed present action against the company and t3 members of its Board of Directors to recover not only the amounts he had paid his lawyers but also moral damages said to have been suffered due to his worry.

Fressel v Mariano Uy Chaco Sons & Co. If the employer is not legally obliged to give legal assistance to employee and provide him with a lawyer.21Uy Chaco took possession of the incomplete edifice in course of construction together with all the materials on said premises including the materials delivered. before the completion of said edifice could take possession of said edifice in the course of construction and of all the materials in and about said premises acquired by Merritt for the construction of said edifice. upon certain contingencies. J. Plaintiff is mere employee The relationship between the movie corporation and plaintiff was not that of principal and agent because the principle of representation as a characteristic of agency was in no way involved. that Uy Chaco at any time. (ABBY) March 3. Sub issue: W/N an employee or servant who in line of duty and while in the performance of the task assigned to him. naturally said employee may not recover the amount he may have paid a lawyer hired by him. Plaintiff was not employed to represent corporation in its dealings with 3rd parties Plaintiff is a mere employee hired to perform a certain specific duty or task. FACTS: Merritt undertook and agreed with the defendant to build for the defendant a costly edifice in the city of Manila at the corner of Calle Rosario and Plaza del Padre Moraga.381. Damages suffered by plaintiff by reason of expenses incurred by him in remunerating his lawyer is not caused by his act of shooting to death the gate crasher but rather by filing the charge of homicide which made it necessary for him to defend himself with the aid of counsel.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE *CFI rejected plaintiff’s theory that he was an agent of the company and that he had no cause of action and dismissed the complaint Although the employer has a moral obligation to give employee legal assistance to aid the latter in his case. that of acting as a special guard and staying at the main entrance of the movie house to stop gate crashers and to maintain peace and order within the premises. 1916 Trent. but rather by a 3rd party or stranger not in the employ of his employer may recover said damages against his employer Ruling: No . there would have been no expenses incurred or damages suffered.Fressel delivered to Merritt at the said edifice in the course of construction certain materials of the value of P1. performs an act which eventually results in his incurring in expenses caused not directly by his master or employer or by reason of his performance of his duty. Neither Meritt nor Uy Chaco paid for the materials even after extrajudicial demand. In the contract it was agreed between the parties thereto. Had no criminal charge against him. 18 ISSUE: W/N Plaintiff De la Cruz is considered as an agent of the corporation and as such entitled to reimbursement for expenses incurred in conncection with agency RULING: No. he has no legal obligation to do so.

The insurance companies after due inspection paid the sum of P1. 19 SHELL COMPANY OF THE PHILIPPINES. So. New Jersey. OF NEWARK J. The Court of Appeals reversed the CFI’s judgment and sentenced SHELL and DE LA FUENTE to pay the amount sought to . the car for unknown reason accidentally fell and suffered substantial damage o SISON forthwith brought the matter to his insurers’ attention. ― – W/N Meritt acted as an agent for Uy Chaco and Sons Held: NO. owned by the SHELL Company of the Philippine Islands.21. Merritt acted as the agent for defendant in the acquisition of the materials from plaintiffs. for the purpose of having said car washed and greased for a consideration of P8.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE The appellants insist that the above quoted allegations show that Merritt acted as the agent of the defendant in purchasing the materials in question and that the defendant.38 for the damaged car’s repair. Insurance Companies appealed. accepted and ratified the purchase." take possession of the incompleted building and all materials on the ground. the owner of a building is not liable for the value of materials purchased by an independent contractor either as such owner or as the assignee of the contractor. SISON. the allegations that the "plaintiffs delivered the Merritt . the car was carefully and centrally placed on the platform of a hydraulic lifter before raising up said platform to a height of about 5 feet and then the servicing job was started o After more than one hour of washing and greasing. . . for his part made assignments of his rights to recover damages in favor of the Firemen's Insurance Company and the Commercial Casualty Insurance Company – hence. Merritt.00 o Said car was insured against loss or damage by Firemen's Insurance Company of Newark. which price Merritt agreed to pay. certain materials (the materials in question) of the value of P1. . "upon certain contingencies. . FIREMEN’S INSURANCE CO. The fact that "the defendant entered into a contract with one E. except as to the result of the work. He could purchase his materials and supplies from whom he pleased and at such prices as he desired to pay. but operated by Porfirio DE LA FUENTE. thereby obligating itself to pay for the same. Where one party to a contract was authorized to do work according to his own method and without being subject to the other party’s control.000 o The job of washing and greasing was undertaken by DE LA FUENTE through his two employees – a greaseman and a helper/washer. Meritt is an independent contractor. LTD. In the absence of a statute creating what is known as mechanics' liens.381. except as to the result of the work. the lifter was lowered a little by the greaseman and while doing so. the instant case for the recovery of the total amount of the damage from SHELL and DE LA FUENTE on the ground of negligence o CFI dismissed the complaint. ISSUE: Fressel’s allegation ―That in pursuance of the contract between Merritt and the defendant. Padilla (1957) FACTS: o A car belonging to Salvador SISON was brought to a gasoline and service station somewhere in Manila. Again.651. . where by the said Merritt undertook and agreed with the defendant to build for the defendant a costly edifice" shows that Merritt was authorized to do the work according to his own method and without being subject to the defendant's control. by taking over and using such materials. he is an independent contractor and not an agent. The mere fact that Merritt and the defendant had stipulated in their building contract that the latter could." show that there were no contractual relations whatever between the sellers and the defendant. . . the job was about to be completed except for an ungreased portion underneath the vehicle which could not be reached by the greaseman. To perform the job. did not change Merritt from an independent contractor to an agent. V. Limited. and Commercial Casualty Insurance Company jointly for the sum of P10.

It bore its tradename and the operator DE LA FUENTE merely sold the products of SHELL there o Considering the abovelisted. in no wise can it be said that DE LA FUENTE is an independent contractor of SHELL. It started while gasoline was being hosed from a tank truck into the underground storage. the gasoline and service station really belonged to SHELL. it was also negligent in that aspect to which it must answer. his principal. the fall of SISON’s car from the hydraulic lift was the result of some unforeseen shortcoming of the mechanism itself. 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. plus legal interest and costs o The CA ruled that DE LA FUENTE is SHELL’s agent. the breach of the undertaking by the agent is one for which the principal is answerable Moreover. is also liable as DE LA FUENTE acted withn the representative authority granted him as SHELL’s agent. Africa vs. and Rizal Avenue.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE be recovered. As the act of the agent acting within the scope of his authority is the act of the principal. and that the defective hydraulic lift caused the fall of the car. 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. The operator of a gasoline station is an agent of the oil company. On the contrary. he is liable therefor. Caltex. SHELL did not leave the fixing of price for gasoline to DE LA FUENTE. 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. SHELL had complete control thereof. SHELL still took charge of its care and maintenance. a fire broke out at the Caltex service station at the corner of Antipolo St. he was placed in possession of all the equipments needed to operate it. The assailed CA decision is affirmed. on the other hand. raising the following… 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. Manila. including the hydraulic lifter from which SISON’s automobile fell o But it must be noted that these equipments were delivered to DE LA FUENTE merely on loan basis. RATIO: o DE LA FUENTE owed his position to SHELL which could remove him or terminate his services at any time. SHELL failed to make a thorough check up of the hydraulic lifter. For this purpose. hence. it is liable for his agent’s breach of undertaking o SHELL now comes to the SC on appeal questioning the aforesaid CA decision. SHELL. He cannot be considered as an independent contractor by reason of SHELL’s extensive control and supervision over his tasks. Hence. as principal." Obviously. right at the opening of the receiving . He merely undertook to exclusively sell SHELL’s products at the station he operates. SHELL undertook to "answer and see to it that the equipments are in good running order and usable condition. 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 LA FUENTE. It supervised DE LA FUENTE and conducted periodic inspection of the gasoline and service station o Moreover. 16 SCRA 448 Facts: In the afternoon of March 18. as the faulty lifter was the cause of the fall of the SISON’s car. 1948. The extensive control and supervision that SHELL exercises over DE LA FUENTE militate 20 heavily against this contention.

. in accordance with the verbal agreement between the deceased and himself in the general treasury of the Spanish Government at an interest of 5% per annum. as the judicial administrator of the estate of the deceased De la Pena y Gomiz. was under the control of respondents. which in the ordinary course of things does not happen. belonging to his principal. 606. as a first cause of action. and (c) the possibility of contributing conduct which would make the plaintiff responsible is eliminated. Therefore. A fire occurred therein and spread to and burned the neighboring houses. the doctrine of res ipsa loquitur should apply so as to presume negligence on the part of the respondents. collected in partial amounts and on different dates. (b) it is caused by an instrumentality within the exclusive control of the defendant or defendants. as such agent. equipment and employees. another house and lot at Calle San Luis. amounting to P50. another house and lot at Calle Cortada. sued respondents Caltex Phil. 6. all of the district of Ermita. The persons who knew or could have known how the fire started were respondents and their employees. the gasoline station. the petitioners are entitled to the award for damages. and Mateo Boquiren. It is a fair and reasonable inference that the incident happened because of want of care. during his lifetime. among them petitioner spouses Africa and heirs of Ong. but they gave no explanation thereof whatsoever. in her own behalf and as the legal guardian of her son Roberto De la Pena. collected the rents and income from said properties. and a fenced lot on the same street. De la Pena y Gomiz. among other things. DE LA PENA V HIDALGO 21 FACTS: * De la Pena y de Ramon and De Ramon. which sum.‖ For the doctrine of res ipsa loquitur to apply. without proof as to the cause and origin of the fire. 1 house and lot. which interest on accrual was likewise to be deposited in order that it also might bear interest. * De la Pena y Ramon filed a third amended complaint with the permission of the court alleging. Res ipsa loquitur literally means ―the thing or transaction speaks for itself. The CFI and CA found that the petitioners failed to prove negligence of the respondents. The negligence of the employees was the proximate cause of the fire. with the consent of the court filed a second amended complaint prosecuting his action solely against Frederico Hidalgo * CFI ruled in favor of plainiff-administrator for the sum of P13. at Calle San Luis. Held: Yes. The owners. according to the power of attorey executed in his favor *Hidalgo. filed in the CFI a written complaint against Hidalgos * De La Pena y de Ramon. he should have deposited. and that there was due care in the premises and with respect to the supervision of their employees. 244. Inc. the following requisites should be present: (a) the accident is of a kind which ordinarily does not occur in the absence of someone’s negligence. with all its appliances. for damages. the alleged owner of the station. that Hidalgo did not remit or pay to Gomiz. Issue: Whether or not. nor to any . when Frederico Hidalgo had possession of and administered the following properties to wit. and another house and lot at Calle Looban de Paco. the agent in charge of its operation. In the case at bar.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE tank where the nozzle of the hose was inserted..19 and legal interest from the date of the filing of the complaint and the costs of the trial. The fire spread to and burned several houses.

wherefore he has become liable to his principal and to the administrator for the said sum. Inter-Island Gas discovered that all the indorsements made on the checks purportedly by its cashiers were forgeries. a sales agent of the Inter-Island Gas were all payable to Inter-Island Gas Service. Inc. the sum aforestated nor any part thereof with the sole exception of P1. The checks which were acquired by petitioner from Ramirez. No. Islands ISSUE: W/N Hidalgo is considered an agent of Gomiz and as such must reimburse present administrator. actually owed De la Pena Although the word ―Renounce‖ was not employed in connection with the agency executed in his favor. Jai-Alai Corp vs BPI Jai-Alai Corp. Bank of the Phil.24 * The court ruled in favor of De la Pena and said that Hidalgo. turns it over to a third party. as administrator of the estate of deceased Gomiz. Hidalgo. yet when the agent informs his principal that for reasons of health and by medical advice he is about to depart from the place where he is exercising his trust and where the property subject to his administration is situated. of the Phil. vs.548. and transmits to his principal a general statement which summarizes and embraces all the balances of his accounts since he began to exercise his agency to the date when he ceased to hold his trust. nor has he deposited the unpaid balance of said sum in the treasury. the former wrote to the latter requesting him to designate a person who might substitute him in his said position in the event of his being obliged to absent himself from these Islannds From the procedure followed by the agent.R. together with its interest amounting to P72. 22 . BPI thus debited the value of the checks against petitioner's current account and forwarded to the latter the checks containing the forged indorsements which petitioner refused to accept. abandons the property.03. After the checks had been submitted to Interbank clearing. 1975 66 SCRA 29 FACTS: Petitioner deposited 10 checks in its current account with BPI. before embarking for Spain. After Hidalgo occupied the position of agent and administrator of De la Pena y Gomiz’s property for several years. L-29432 -forgery August 6. De la Pena RULING: No Gomiz. it is logically inferred that he had definitely renounced his agency and that the agency was duly terminated according to the provisions of art 1782 G. executed before a notary a power of attorney in favor of Hidalgo as his agent and that he should represent him and administer various properties he owned and possessed in Manila. it then reasonable and just to conclude that the said agent expressly and definitely renounced his agency.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE representative of the said Gomiz. according to agreement. or order.289.

. HELD The contract is one of PURCHASE AND SALE. and that said obligations are implied in a contract of commercial agency. Payment was to be made at the end of sixty days. as commission on the sale. Quiroga shall furnish beds of his manufacture to Mr. Parsons for the latter's establishment in Iloilo. if the defendant so preferred. as constituting its cause and subject matter. at the price stipulated. or before. Parsons under the following conditions: (A) Mr. Parsons binds himself to pay Mr. Parsons shall order the beds by the dozen (B) Mr. petitioner is deemed to have given the warranty prescribed in Section 66 of the NIL that every single one of those checks "is genuine and in all respects what it purports to be. (d) to keep the beds on public exhibition." Respondent which relied upon the petitioner's warranty should not be held liable for the resulting loss. within 60 days from the date of their shipment. Having indorsed the checks to respondent bank. These are precisely the essential features of a contract of purchase and sale. prices. Don Andres Quiroga grants the exclusive right to sell his beds in the Visayan Islands to J. and Mr. 38 PHIL 501 AVANCEÑA. according to their class. Quiroga for the beds received. or in cash. RULING: BPI acted within legal bounds when it debited the petitioner's account. (c) itself to conduct the agency. (b) to have an open establishment in Iloilo. ISSUE WON the defendant. August 23.a contract was entered into by and between the plaintiff and J. Argument of Plaintiff: defendant violated the following obligations (a) not to sell the beds at higher prices than those of the invoices.ALL FOR JESUS ISSUE: BUSORG CASE DIGEST PAGE3OUTLINE Whether BPI had the right to debit from petitioner's current account the value of the checks with the forged indorsements.In the contract in question. was a purchaser or an agent of the plaintiff for the sale of his bed. Some of these obligations were not set forth in the contract but the plaintiff alleged that the defendant was his agent for the sale of his beds in Iloilo. is that the plaintiff was to furnish the defendant with the beds which the latter might order. and (e) to pay for the advertisement expenses fo the same. The contract provides: . and in these last two cases an additional discount was to be allowed for prompt payment. The price agreed upon was the one determined by the plaintiff for the sale of these beds in Manila." QUIROGA V PARSONS HARDWARE CO.ARTICLE 1. at the plaintiff's request. for the exclusive sale of ―quiroga‖ beds in the Visayan Island. in Manila + 25 per cent discount of the invoiced 23 . Having indorsed the checks to respondent bank. and to order the beds by the dozen and in no other manner. **The depositor of a check as indorser warrants that it is genuine and in all respects what it purports to be. what was essential. by reason of the contract. 1918 FACTS . with a discount of from 20 to 25 per cent. and that the defendant was to pay the price in the manner stipulated. and shall invoice them at the same price he has fixed for sales. petitioner is deemed to have given the warranty prescribed in Section 66 of the NIL that every single one of those checks " is genuine and in all respects what it purports to be.

Around 1930. and it gives no right to have the contract considered. and the reason for applying this benefit to the beds sold directly by the plaintiff to persons in Iloilo was because. Arco Amusement seeks reimbursement. than a mere discount on the invoice price. as the defendant obligated itself in the contract to incur the expenses of advertisement of the plaintiff's beds. but delivers to the principal the price he obtains from the sale of the thing to a third person. without any other consideration and regardless as to whether he had or had not sold the beds. The word agency. Arco Amusement Company (formerly known as Teatro Arco) was engaged in the business of operating cinematographs. and in connection with. such sales were to be considered as a result of that advertisement. By virtue of the contract between the plaintiff and the defendant. the execution of the contract. only expresses that the defendant was the only one that could sell the plaintiff's beds in the Visayan Islands. was necessarily obliged to pay their price within the term fixed. Indiana. but as they performed it. ARCO AMUSEMENT COMPANY June 20. 1941 Keywords: discounted price of sound reproducing equipment not disclosed. and was not effected in exchange for the price paid for them. USA) to negotiate with them their intent to buy sound reproducing equipment from Starr Piano through Gonzalo Puyat & Sons. he returns it. must be considered for the purpose of interpreting the contract. at the most only shows that. . which shows that it was not considered that the defendant had a right. to make this return. Only the acts of the contracting parties. without previous notice.. With regard to the remaining clauses. on the part of both of them. but not when its 24 essential agreements are clearly set forth and plainly show that the contract belongs to a certain kind and not to another. the parties agreed that Gonzalo Puyat & Sons would order the equipment from Starr Piano . As regards the shipment of beds without previous notice. the latter. subsequent to. it forwarded to the defendant the beds that it wanted. also used in articles 2 and 3. Facts: . we have said that they merely constituted a discount on the invoice price. the return made was of certain brass beds. and if he does not succeed in selling it. . there was mutual tolerance in the performance of the contract in disregard of its terms. . that. as stated in the contract itself. when such interpretation is necessary. and. and requested the plaintiff's prior consent with respect to said beds. and that the defendant received its commission for the beds sold by the plaintiff directly to persons in Iloilo. The words commission on sales used in clause (A) of article 1 mean nothing else. .Not a single one of these clauses necessarily conveys the idea of an agency. the plaintiff agreed to their return. GONZALO PUYAT & SONS VS.The plaintiff also endeavored to prove that the defendant had returned beds that it could not sell. for this very reason.In 1929. and does not pay its price. AGENCY or order to sell: whereby the mandatory or agent received the thing to sell it. the exclusive agents in the Phils of the Starr Piano Company (of Richmond.After some negotiations. and that. Furthermore. on receiving the beds.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE DISTINCTION: PURCHASE AND SALE (case at bar): There was the obligation on the part of the plaintiff to supply the beds. it is insinuated in the record that these brass beds were precisely the ones so shipped. Inc. to pay their price. by virtue of the contract. on the part of the defendant. not as the parties stipulated it. the least that can be said is that they are not incompatible with the contract of purchase and sale. Arco Amusement approached Gonzalo Puyat & Sons. But all this. but was for other beds of another kind. And with respect to the so-called commissions.

such as freight. This is incompatible with the pretended relation of agency between the petitioner and the respondent. and still billed them the list price of $ 1. holding that the relation between Gonzalo Puyat and Arco Amusement was that of an agent and a principal.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE - - - - - and Arco Amusement would pay Gonzalo Puyat. by which Arco accepted the prices of $1. Whatever unforeseen events might have taken place unfavorable to Arco. 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. The letters. 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. because in agency. plus expenses. mistake in their quotation. such as change in prices.04 Ratio: The contract is the law between the parties and should include all the things they are supposed to have agreed upon. 25 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.600 plus commission and other expenses.700 and S1.700 plus the 10% commission and the expenses incurred in ordering the equipment.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. banking charges. insurance. 3 years later. cables etc. Arco Amusement paid the bills and then placed another order for a second sound reproducing equipment. Gonzalo Puyat & Sons was able to get a discounted price from Starr Piano. Gonzalo Puyat did not inform Arco Amusement of the discounted price.52 or Php 2. However. 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. a 10% commission. and sentenced Gonzalo Puyat to reimburse Arco Amusement of all the alleged overpayments in the total sum of $1. Held: The contract between Gonzalo Puyat and Arco Amusement is an Outright Purchase and Sale Contract . It is out of the ordinary for one to be the agent of both the vendor and the vendee. In ordering the equipment. or failure of Starr Piano to properly fill the orders as per specifications.335. Gonzalo Puyat might still legally hold Arco to the prices fixed. CA reversed the decision of the CFI. in addition to the price of the equipment.671. which was quoted at $1. This is the very essence of commerce without which merchants or middlemen would not exist. Arco admitted in its complaint filed with the CFI that Gonzalo Puyat agreed to sell to it the first sound reproducing equipment and machinery. Arco paid the amount assessed by Gonzalo Puyat. They sought for reimbursement of what they have paid Gonzalo Puyat by filing a case for reimbursement. 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. CFI of Manila held that the contract between the petitioner and the respondent was one of outright purchase and sale. and absolved Gonzalo Puyat from the complaint.

1951..000. in accordance with the agreement. leaving a balance of P6. On June 18. It would appear that for its security. and with the trial courts permission. designated as sole distributor of said article in the provinces of Samar. MONTEMAYOR. valued at P7. plaintiff Pearl Island Commercial Corporation. with defendant Lim Tan Tong. J. to sell to defendant Tong at factory price in Manila. After trial. filed the surety bond (Exhibit B). The plaintiff undertook not to appoint any other distributor within the said territory. plaintiff shipped 299 cases of Bee Wax. F. that (this is important) Tong was to furnish surety bond to cover all shipments of the floor wax that are damaged or unmerchantable. entered into a contract. On the same day said contract were executed on June 16. De Santos and Herrera for appellant Manila Surety & Fidelity Co. LIM TAN TONG and MANILA SURETY & FIDELITY CO.107. Exhibit A. filed a third-party complaint against Ko Su Kuan and Marciano Du who. To enforce payment of the balance of P6. to Tong. plaintiffappellee. Leyte Cebu Bohol and Negros Oriental and all the provinces in the island of Mindanao..R. defendants-appellants. but also against the Surety Company. The Surety Company in its answer filed a cross-claim against Tong. in the City of Manila. provided the goods were still in transit. the dispositive part of which reads as follows: PEARL ISLAND COMMERCIAL CORPORATION. duly received by the latter. was going to buy the said floor wax for resale in the territory above-mentioned. claiming that the latter owed him a larger amount. Inc. engaged in the manufacture of floor wax under the name of "Bee Wax". Inc. but which he refuses to remit to the plaintiff.. L-10517 June 28. presided by Judge Hermogenes Concepcion. to recover from the latter the amount of its bond of P5.337. that payment for any floor wax purchased shall he delivered to plaintiff within sixty days from the date of shipment. 1951. 1957 BUSORG CASE DIGEST PAGE3OUTLINE case of loss due to fortuitous event or force majeure. by reason of the appointment of Tong as exclusive agent for plaintiff for the Visayas-Mindanao provinces. with Tong as principal. and that in 26 . O.ALL FOR JESUS Republic of the Philippines SUPREME COURT Manila EN BANC G. rendered judgment. B. he sent only P770.000. defendant Manila Surety & Fidelity Co.: In June. 1951. Diaz and Baizas for appellee.. wherein the latter. that Tong could sell the article in his territory at any price he saw that fit.337. Manila. the lower court. plaintiff filed this present action not only against Tong. Tong failed to remit the value within sixty days. the plaintiff was to shoulder the loss. and despite the demand made by plaintiff on him to send that amount. had executed an indemnity agreement in its favor. as already stated.. vs. No. which he admits to be still with him. the Surety Company had Ko Su Kuan and Marciano Du execute in its favor an indemnity agreement that they would indemnify said surety company in whatever amount it may pay to the plaintiff by reason of the bond filed by it. INC. binding itself unto the plaintiff in the sum of P5. at its expense. the bond being conditioned on the faithful performance of Tong's duties.

for the VisayasMindanao Provinces. plus the costs of this suit. The Surety company is appealing said decision. Appellant assigns the following errors: I. of agency because the bond itself (Exhibit B) says the following: WHEREAS..337. The trial court erred in holding that the contract between the Pearl Island Commercial Corporation and Lim Tan tong 27 It is appellant's contention that it cannot be held liable on its bond for the reason that the latter was filed on the theory that the contract between the plaintiff and Tong was one of agency as a result of which. at least partly. Besides. (c) The two defendants shall pay jointly and severally another amount of P500 to the plaintiff as attorney's fees. provides that tong was to furnish surety bond to cover all shipments made by the plaintiff to him. IN VIEW OF ALL THE FOREGOING. shown by the very title of said contract (Exhibit A). (d) The Court orders the cross-defendant Lim Tan Tong and the third-party defendants Ko Su Kuan and Marciano Du to pay jointly and severally to the Manila Surety & Fidelity Co.00 plus legal interest from the date of the filing of this complaint. The appeal originally taken to the Court of Appeals was later certified to us as involving only questions of law. . Inc.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE was one of agency so that breach thereof would come within the terms of the surety bond posted by appellant therein.000 with legal rate of interest from the date of the filing of this complaint until fully paid. (b) the Court orders the defendant Lim Tan Tong to pay to the plaintiff the sum of P1. Under the circumstances. for the reason that the terms of the said contract. the sum of P5. while providing for sale of Bee Wax from the plaintiff to Tong and purchase of the same by Tong from the plaintiff. namely. However. said surety Company guaranteed the faithful performance of tong as agent. the Court renders judgment in favor of the plaintiff and against the defendants as follows: (a) The Court orders the defendants Lim Tan Tong and the Manila Surety & Fidelity Co. a careful examination of the said contract shows that appellant is only partly right. plus P500 as attorney's fees. II. and appellant never undertook to guaranty the faithful performance of Tong as a purchaser. also designates Tong as the sole distributor of the article within a certain territory. Philippines. paragraph 4 of the contract entitled "Security". we are afraid that the Surety Company is not now in a position to deny its liability for the shipment of the 299 cases of Bee Wax duly received by Tong and his failure to pay its . plus the costs of this suit. Furthermore. . but that it turned out that said contract was one of purchase and sale.. The trial court erred in ordering the defendant-appellant herein to pay attorney's fees and other charges stated in the judgement. the above bounden principal has been appointed as exclusive agent for Pearl Islands Commercial Corporation of Manila. to pay jointly and severally the plaintiff Pearl Island Commercial Corporation the sum of P5.. until it is fully paid. . appellant must have understood the contract to one.. "Contract of Purchase and Sale".000. Inc.00 with legal rate of interest from the date of the filing of this complaint until said amount is fully paid.

. admits keeping the same (P7. While it speaks of sale of Bee Wax to Tong and his responsibility for the payment of the value of every shipment so purchased. True. the plaintiff undertaking not to appoint any other agent or distributor within the same area. A. up to the limit of P5.. at the same time it appoints him sole distributor within a certain area. Concepcion. Reyes. Ayroso agreed to the 28 proposition of the appellant to sell her tobacco consisting of 615 kilos at P1. The appellant is a businesswoman. In view of the foregoing.concur. Exhibit "A". of Gapan.00. JJ. Paras.50. or. the Surety Company is adequately protected. thereby precluding criminal liability of petitioner for the crime charged. Moreover. namely. including attorney's fees it may pay to plaintiff.30 a kilo. either as purchaser or as agent. Reyes. Issue: WON the receipt. especially by the judgment because by its express terms. Exhibit "A". It is in some respects.. with costs.107 minus the P770 he had paid on account). is a contract of agency to sell or a contract of sale of the subject tobacco between petitioner and the complainant. the fact is that Tong admits said shipment. The appellant was to receive the overprice for om It May Concern: This is to certify that I have received from Mrs. and said two persons evidently have not appealed from the decision. six hundred fifteen kilos of leaf tobacco to be sold at Pl. The proceed in the amount of Seven Hundred Ninety Nine Pesos and 50/100 (P 799. Bautista Angelo. of course. Anyway. that the proceeds of the sale of the tobacco should be turned over to the complainant as soon as the same was sold. the appellant had paid to Ayroso only P240.Arellano Law Foundation LIM V PEOPLE Ayroso and proposed to sell Ayroso's tobacco. Nueva Ecija. Labrador. The Lawphil Project . in the final analysis said payment by Tong.B. the contract (Exhibit A) is not entirely clear.000.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE value of P7. minus P770 or a balance of P6. C. Maria de Guzman Vda. Maria de Guzman Vda. Demands for the payment of the balance of the value of the tobacco were made but even trips to Petitioner Lourdes Valerio Lim was found guilty by the Trial Court and Court of Appeals of the crime of estafa (Ca only modified the penalty). Article 1197 of the New Civil Code.50) will be given to her as soon as it was sold.J. admits its value. appellant can recover from Ko Su Kuan and Marciano Du whatever amounts. the decision appealed from is hereby affirmed.107. even confusing.337. – contract of agency is clear in the agreement. J. (This was signed by the appellant and witnessed by the complainant's sister. but that he is retaining it for reasons of his own. Salud of P799. and Felix. de Ayroso. Hence. that the obligation was immediately demandable as soon as the tobacco was disposed of. the appellant herself admitted that there was an agreement that upon the sale of the tobacco she would be given something.L. Bengzon. Padilla.. and it is . it seems to have been the sole concern and interest of the plaintiff to be sure that it was paid the value of all shipments of Bee Wax to Tong and the Surety Company by its bond. and this was paid on three different times.30 per kilo. which provides that the courts may fix the duration of the obligation if it does not fix a Maria Ayroso testified that the appellant asked her to be her agent in selling Ayroso's tobacco. that plaintiff allegedly owes him a larger amount. de Ayroso. Whether the article was purchased by Tong or whether it was consigned to him as agent to be sold within his area. the amount of the bond.

Squibb claimed that the contract was one of sale so that Green Valley was obligated to pay for the goods received upon the expiration of the 60-day credit period. The Civil Code has a provision exactly in point.vs. if she was doing a favor to Maria Ayroso and it was Ayroso who had requested her to sell her tobacco. 1971. The sellers were petitioner company.  Green Valley was ordered by the CA to pay the sum of P48.WoN it is a contract of sale or a contract to sell. Phase II of the Clarita Subdivision. petitioners. Antonio V. THE COURT OF APPEALS and SPOUSES PEDRO QUIMBO and LEONADIZA QUIMBO. it would not have been the appellant who would have gone to the house of Ayroso.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE unbelievable that she would go to the extent of going to Ayroso's house and take the tobacco with a jeep which she had brought if she did not intend to make a profit out of the transaction. less its commission. sell on credit. Osmeña signed the contract on behalf of the company. that it never purchased goods from Squibb. WoN Green Valley is liable to pay the unsold products Held: According to the SC: We do not have to categorize the contract.30 per kilo and the proceeds to be given to complainant as soon as it was sold. Siguenza. owners of the property. The spouses had intended to construct a house thereon . Certainly. the principal may demand from him payment in cash.  Upon the other hand.374. 2. It reads: Art. BERT OSMEÑA & ASSOCIATES. Signing as witness was one C. the liability of Green Valley is indubitable. was executed in favor of the Quimbo spouses. but it would have been Ayroso who would have gone to the house of the that appellant received the tobacco to be sold at P1.74 plus P96. Block I. for the total price of P15. the action was premature. Adopting Green Valley's theory that the contract is an agency to sell. strongly negates transfer of ownership of the goods to the petitioner.  Squibb filed a suit to collect on goods delivered but unpaid. without the express or implied consent of the principal. Abad Santos Facts:  Green Valley was appointed as the noexclusive distributor of verinary products of Squibb in northern Luzon. The agreement (Exhibit "A') constituted her as an agent with the obligation to return the tobacco if the same was not sold. 1905. which may result from such sale. represented by petitioner. Issue: 1. developer of the subdivision.00 and to pay the costs to Squibb.  Green Valley claimed that the contract with Squibb was a mere agency to sell. but the commission agent shall be entitled to any interest or benefit. or to return the goods ff not sold.200. Should he do so. Whether viewed as an agency to sell or as a contract of sale. FACTS:On June 3. plus attorney's fees in the amount of P5. and since it had sold the goods but had not been able to collect from the purchasers thereof.000. and Carmen and Helena Siguenza. respondents.00 with interest at 6% per annum from the 29 filing of this action. a "Contract of Sale" over Lots 1 and 2. it is liable because it sold on credit without authority from its principal.00. that the goods received were on consignment only with the obligation to turn over the proceeds. The commission agent cannot. IAC & Squibb (ABBY) 1984 J. Cebu City. Green Valley Poultry v.

or about nine monthsbefore. ALFRED YATCO July 20. or approximately a year and a half prior to the sale in the spouses' favor. Tax is not upon property or products. The broker. The spouses were ready to pay the purchase price in full even before the due date of the first installment and advised Helena Siguenza accordingly so that title in their names could be delivered to them. It turned out that on December 15.. and that Transfer Certificates of Title Nos. the sale. 1 and 2 had already been sold to Dr. refined sugar up to the total amount of 1M. 2) A commission 30 PACIFIC COMMERCIAL COMPANY V. Likewise. Lots Nos. HELD: No. for which they were paying P170.J. Until 1973. "H" and "H-1 "). no title could be given the Quimbo spouses. On the pretext that a road would traverse the lots purchased. As held by respondent Court:The contract . 48546 and 48547 were issued in favour of Irenea Maningo on September 21. ISSUE:Whether or not Petitioner is an agent of Siguenzas for exception from liability for damages. Helena proposed to exchange another lot (Lot 409) with the same area for the lots purchased by the spouses to which the latter hesitating agreed.. 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. 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. 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 EXWAREHOUSE – sugar is first deposited in the warehouse of Pacific before delivery to the purchaser. In fact. 1969.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE inasmuch as their rented abode. petitioner was the lone signatory for the sellers insaid contract. The contract of sale describes petitioner asseller together with the Siguenzas. Pacific acted as a commission merchant. . Plans for the house were drawn. Facts: Pacific sold for the account of Victoria Milling Co. C. 1939 Avancena. Francisco Maningo (Exhs. 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. 1970 (Exhs. Annotated on said titles were mortgages in favor of petitioner. but upon occupation or industry. Petitioner is not an agent but a SELLER. had become inconvenient for their family. He is merely an intermediary between the purchaser and the vendor. is clear that appellant is one of the Seller-of the lots in question. Pacific paid tax also. Pacific received by way of commission 29K. "G" and "G-1 "). Victoria Milling paid merchant sales tax in its capacity as manufacturer and owner of the sugar sold.00 monthly. unlike the commission merchant. has no relation with the thing he sells or buys.

MARGARET McDONALD. 1918.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE merchant is one engaged in the purchase or sale for another of personal property which. Judge. 52.heard in that court on appeal from the Circuit Court of Bureau county. 2 A.E. CASE SUMMARY PROCEDURAL POSTURE: Appellant. 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 jury in the trial court entered judgment for the minor. but the appellat The court held that the statute in question was a general statute. for this purpose. is placed in his possession and at his disposal. where It was later taken ex-ship by the purchaser. THE CITY OF SPRING VALLEY. Appellant. Judgment of circuit court affirmed. vs. The city demurred to the minor's suit on the grounds months.L. Supreme Court of Illinois OVERVIEW: The seven-year-old minor was injured in June of 1916 in a building c and other details of her injury. the Hon. PRIOR HISTORY: [***1] APPEAL from the Appellate Court for the Second District.R. -. 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. Pacific never had possession of the sugar at any time. sought review minor's suit in trespass alleging that the city's negligence led to the loss of the third No. a minor by her next friend. LEXIS 825. 1918 Ill. DAVIS. His only office is to bring together the parties to the transaction. which was to be rea minor was recognized at law as being different than that of an adult. Extrapolating f physically able to comprehend and comply with its terms. JOE A. 476. but also with the property which is the property which is the subject matter of transaction. presiding. October 21. The sugar was shipped by Pacific at its expense and risk until it reached its destination. He acquired neither the possession nor the custody of the things sold. He is merely an intermediary between the purchaser and the vendor. He maintains a relation not only with his principal and the purchasers or vendors. DISPOSITION: Judgment of Appellate Court reversed. The sugar did not come to its possession in any sense. 120 N. 3) The broker has no relation with the thing he sells or buys. 12174. 1359 OUTCOME: The court reversed the appellate court's judgment and affirmed the ju 31 . Appellee. 285 Ill.

without the appellant. 1663 (Hurd 19 HN5 Ill. Ill. complying. clerk. the place or location where such accident occurred andGovernments the name and> address of the attending physician (if any). of the status of infants. infant. Any person who is about to bring any action or suit at law in any court against any incorporated city. 1663 (Hurd 1917). SPAULDING. mental incapacity. N. declaration. mentally. and of their exemption u a statute as Ill. village. signed by such person. by the law. Stat.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE Civil Procedure > Parties > Capacity of Parties > General Overview CORE TERMS: incapable. did not intend by the general langu responsibility. rules of law. p. disability. notice. giving the name of the person to whom such cause of action has accrued. person injured. when considered in connection well known rules of law. This is done upon the theory that statutes. his agent or attorney. Stat. entitle Torts > Negligence > Defenses > Contributory Negligence > General Overview HN3 From time immemorial the status of a minor of tender years has been recogn LexisNexis® Headnotes Hide Headnotes Civil Procedure > Parties > Capacity of Parties > General Overview Governments > Local Governments > Claims By & Against HN4 Governments > Local Governments > Claims By & Against Torts > Procedure > Statutes of Limitations > General Overview HN1 The recognition. file in the office of the of city attorney (if there is a city attorney. or when the cause of action accrued. accrued. similar statutes. entered the legislative field. attending physician. though general in their terms. 1663 (Hurd 1917) is meant to apply only to those who are mentall Governments > Legislation > Interpretation HN2 COUNSEL: J. p. agent or Procedure attorney. presumed. cause of action. injury complained. have been enacted with the full recognition of rule established. with HOLLERICH. personal injury. demurrer. 32 . Stat. and C. and als Civil > Parties > Capacity Parties > General Overview writing. physically. the name and residence o Local Governments > Claims By & Against the accident. notice required. p. L. for Statutes general in their terms are frequently construed to contain exceptions. years of age. next friend. utterly. either by himself. special demurrer. writing signed. village or town for damages on account of any pers of injury.

JUSTICE. and that under the law she was not required to do more than it was admitted . and a certifcate of importance having been granted. COOKE delivered the opinion of the court: The appellant. (MANTON MAVERICK. appellant filed in the offices of the city attorney and city clerk of appellee a statement in writing signed by her. understand or comply with the terms and requirements of that statute.. 1917. 1916. she did not know and was not informed by anyone [***3] of the provisions of the statute concerning suits at law for personal injury against cities. 33 received the injury complained of on June 24. and appellee having elected to stand by its demurrer a jury was [*53] called and damages were assessed in the sum of $1000. the grounds for the special demurrer being that appellant did not comply with the requirements of the statute relative to the giving of notice to appellee of the injury complained of. On appeal to the Appellate Court for the Second District the judgment of the circuit court was reversed without remanding. BUSORG CASE DIGEST PAGE3OUTLINE OPINION BY: COOKE OPINION [*52] [**476] Mr. and also in the office of the city clerk) a statement in writing. 1916. agent or attorney. in which appellant. the date and about the hour of the accident. and that on account of her tender years and her physical and mental incapacity it was impossible for her to give to the city attorney or the cith clerk. brought her suit in trespass on the case against the city of Spring Valley. village or town for damages on account of any personal injury shall. comprehend." (Hurd's Stat. the place and location where the accident occurred and the address of the attending physician. E. by Patrick McDonald. the place or location where such accident occurred and [***4] the name and address of the attending physician (if any). The act referred to in the declaration is as follows: HN1"Any person who is about to bring any action or suit at law in any court against any incorporated city. was a minor of the age of seven years.) for appellee. [*54] giving the name of the person to whom such cause of action has accrued. or to anyone whomsoever. The court overruled the demurrer. 1663. either by himself. on account of her tender years. the cause was brought to this court for further review by appeal. that on those dates. file in the office of the city attorney (if there is a city attorney. his agent or attorney. appellee. within six months from the date of injury. The declaration alleges that appellee permitted a building to be erected and maintained in one of its streets as a place of amusement. and that under the facts alleged in the declaration she was not excused from complying with the statute on account of her minority or her mental or physical [***2] disability. P. p. the notice required to be given by said statute. and J.) It is the contention of appellant that the admitted facts set up in the declaration constitute a good and complete cause of action. that appellant on June 24. and on March 14. Margaret McDonald.ALL FOR JESUS M. upon which verdict the court rendered judgment. giving her name. JR. the name and residence of person injured. that on March 14. Appellee filed a general and special demurrer to the declaration. villages and towns. charging appellee with negligence which resulted in the loss of the third finger of her left hand. her next friend. in the circuit court of Bureau county. through the negligence of appellee. or when [**477] the cause of action accrued. of counsel. the date and about the hour of the accident. signed by such person. 1917. 1917. CORNELIUS. or to know. MALONE.

We are aware. as the question presented is simply one of construction. Illinois Central Railroad Co. as is done by counsel for appellee. as he was conclusively presumed not to be capable of committing [***6] a . 297. of the status of infants. and that because of her mental incapacity the statute does not apply to her and she is not required to give the statutory notice within six months after receiving the injury. without the courts being subjected to the criticism of having entered the legislative field. did not intend by the general language used to include within its provisions a class of persons which the law has universally recognized to be utterly devoid of responsibility. v. but between those ages this presumption might be overcome by proof. and they are not held to the same accountability as are adults. that appellant was mentally incapable of giving the notice required by the statute. have been enacted with the full recognition of rules of law which have become well known and well established. 410. and that the legislature has the [***5] power. if it sees fit to do so. HN5The act is meant to apply only to those who are mentally and physically capable of comprehending and complying with its terms. 196 Ill. the New York Court of Appeals held that where an infant five years of age was injured by the alleged negligence of a village. HN3From time immemorial the status of a minor of tender years has been recognized in law to be different from that [*55] of one of more mature years. It is the contention of appellee that the statute. to serve a notice within six months after the injury to entitle her to recover. Appellant insists that under a proper construction of this statute one in her condition is excepted from its operation. but in the State of New York. without regard to their situation or mental condition. as appellee has pointed out. as depriving appellant of due process of law. HN2Statutes crime. that in a number of other jurisdictions a strict construction has been given to similar [*56] statutes. These rules of law are based upon the well known fact of the incapacity of children of tender years. and that it has been held in those jurisdictions that it is a matter for the legislature to determine whether there should be any exceptions to such legislation. in enacting such a statute as the one under consideration. by the law.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE she had done in order to entitle her to recover. By submitting the case of the Appellate Court all constitutional questions were waived and appellant cannot now question the validity of the act. We have repeatedly held that this act is constitutional. is so well known that it must be presumed that the legislature. under the admitted facts disclosed by the pleadings. though general in their terms. Appellant contends that such a construction as that contended for by appellee would render it unconstitutional. Tuohy. cannot be construed to make any exception. its right of action was not barred because it did not file the notice required within the 34 general in their terms are frequently construed to contain exceptions. and of their exemption up to a certain age from liability under the law. for the reason that the laws of this State did not require her. However. v. This is done upon the theory that statutes. The allegations of the declaration must be taken as true. 198 id. to make the statute applicable to all persons. and between the ages of seven and fourteen he was still presumed to be incapable. and it must be conceded.) At common law an infant within seven years of age could not be convicted on a criminal charge. (Chicago City Railway Co. The law recognizes that up to the age of seven years a child is incapable of such conduct as will constitute contributory negligence. being general in its terms. when considered in connection with well known rules of law. it is not improper to say that if the construction insisted [***7] upon by appellee were adopted it would undoubtedly render the act unconstitutional. Jernigan. HN4The recognition. and our courts have uniformly so stated the law in their instructions to juries. where there is a similar statute.

105.. it was found tohave sustained losses and/or damage amounting to P38. which is the local agent of Oyama Shipping Co. petitioner. v. filed an admiralty case against Oyama Shipping Co. A child with a meritorious cause of action but incapable of initiating any proceeding [***9] for its enforcement will not be left to the whim or mercy of some selfconstituted next friend to enforce its rights. 397. by virtue of which payment it became subrogated to the rights of the latter. Inc. 35 .The complaint alleged that on December 21. Ehrhardt v. that the ship agent shall also be liable for the indemnities in favor of third persons which arise from the conduct of the captain in the care of the goods which the vessel carried. Inc.) Common experience tells us that the cases in which the exception to this statute would be applied are very few.. The Code of Commerce provides. Inc. 27 Wash. E. : Facts: On December 24... City of Seattle.. may be held primarily liable for the loss/damage found to have been sustained by subject shipment while on board and/or still in the custody of the said vessel. 96 SCRA 297 ANTONIO. on board the S/S St.Y. City of Spokane. 213 N. This amountwas paid by petitioner insurance company to the consignee/assured. 33 id. but when the samewas subsequently delivered to and received by the consignee.94.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE time prescribed by the statute. and Citadel Lines.319. F. 719.. and insured by petitioner for the sum of P9. 1974. (Article587)Citadel Lines as the ship agent for the vessel S/S "St.698.00against all risks.000 bags of Urea Nitrogen were shipped from Niihama Japan. Edward. under the rule that the law does not seek to compel one to do that which he cannot possibly perform. and that the failue of a father or mother to file the notice is not chargeable to the infant. Zuellig Inc. Ltd. Inc. Lourdes". and that in a great majority of cases there is not such disability as would make compliance with the statute impossible. 60. but he may exempt himself therefrom by abandoning the vessel with all her equipments and the freightage he may have earned during the voyage. Held:Yes. It cannot be controverted that a minor is incapable of appointing an agent or an attorney. Village of Ft. a foreign insurance company authorized to do business in the Philippines thru its agent. a foreign firm doing business in the Philippines. (Born v.. While the parent of a minor is its natural guardian he cannot be said to be the agent or attorney for the child. The judgment of the Appellate Court is reversed and the judgment of the circuit court affirmed.) In the State of Washington a similar statute has been construed [***8] not to include cases where the person injured was rendered physically and mentally incapable of complying with the statute in the time required. Switzerland General Insurance Co. [*57] The declaration disclosed that appellant was mentally and physically incapable of giving the notice required by the statute. J.. Issue:Whether or not Citadel Lines. and she therefore did not come within the provisions of this statute as properly construed. It would be unreasonable to so construe this statute as to make it appear that the legislature intended in these few cases to require that to be [**478] done which is utterly impossible of performance. Lourdes" shipsideinto lighters owned by Mabuhay Brokerage Company. Inc. and it can not be successfully contended that the statute can be complied with by the filing of the required notice by the father. by reason of the extent of his injuries. (Murphy v. mother or some friend of the child as next friend. 664. Ltd. Inc. The goods were consigned to Borden International Phils. Ramirez.owned and operated by Citadel Lines. among others. the shipment was discharged from the vessel S/S "St. 1975.

Yangco refused to pay him the amount. Ltd Rallos vs. J. Oyama Shipping Co. As a result. ISSUE: WON Yangco is still liable to pay Rallos the amount of P1537. of the termination of such relationship. he was not the agent of Yangco anymore. ALHAMBRA CIGAR AND CIGARETTE MANUFACTURING CO. he is responsible to them for whatever goods may have been in good faith and without negligence sent to the agent without knowledge. FACTS: On February 1909. Yangco is liable. 1911 Moreland. Plaintiff does not claim that the word ―Isabela‖ has been registered by it as a trade name or that it has a title from any source conferring on it the exclusive right to use that word. actual or constructive. Rallos sent to Collantes 218 bundles of tobacco in the leaf to be sold on commission. . Accordingly. solidarily with its principal. when Rallos tried to collect from Yangco the P1537. For his failure to inform Rallos of the termination of the agency relationship with Collantes. He expressly indicated in his letter that Florentino Collantes will act for and in his behalf in transacting with Rallos. Yangco (EARLA) Sept 27. Having advertised the fact that Collantes was his agent and having given them a special invitation to deal with such agent.08. he has just opened a shipping and commission department for buying and selling tobacco leaf and other native products in his steamship office in Manila. Failing to do so. Rallos is entitled to P1537. Teodoro Yangco sent a letter to Florentino Rallos. CASE DIGEST: COMPAÑIA GENERAL DE TABACOS DE FILIPINAS vs. it was the duty of the defendant on the termination of the relationship of principal and agent to give due and timely notice thereof to the plaintiffs. offering Yangco his services. Yangco having severed his relationship with Collantes. After deducting the commission (P206. on the basis that Collantes was already acting on his behalf at the time he collected the 218 bundles of tobacco. consists solely of the words ―La Flor de la Isabela‖. Rodriguez.96) from the total amount of P1744. 36 It is admitted that plaintiff’s trade name as evidenced by the certificate issued under the Spanish regime. FACTS: On November 27. This fact however was not known to nor communicated with Rallos. HELD: Yes.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE Lourdes" is liable to the petitioner.. It appears that at the time Rallos gave the tobacco to Collantes. notarized by Mr.08. 1907. He further stated that he has given Collantes a power of attorney.

therefore. It shows that in not a single instance in the history of the plaintiff corporation. quality or description of the 37 . no trade name can exist. has a package of its cigarettes gone into the market. ISSUE: Whether defendant’s use of the word ―Alhambra Isabela‖ is an infringement to the use of trade name.ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE Defendant began the manufacture of cigarettes. merchandise with respect to which the trade name is to be used. offering them to the public in packages on the front side of each of which appeared the words ―Alhambra Isabelas‖. Action is brought to enjoin the defendant from using the word ―Isabelas‖. The opinion of the plaintiff must fail. Even admitting that the word ―Isabela‖ may have been appropriable by plaintiff as a trade name at the time it began to use it. MACKE ET AL V JOSE CAMPS . The contraction of the phrase in to the word would create no rights. and second. so far as is disclosed by the record. B. The exclusive right to use this name. there could have been no contraction brought about by popular expression except after long lapse of time. the evidence showing that it had been exclusively appropriated by the plaintiff would have to be very strong to establish the fact of appropriation and the right to exclusive use. In such cases. The two claims of the plaintiff are identical. HELD: The judgment appealed from is reversed. there being no registration. plaintiff claim arises from two causes: First. the use for more than twenty years of the word ―Isabela‖. unless it resulted from long use. the contraction of the phrase ―La Flor de la Isabela‖ into the word ―Isabela‖ by popular expression and use. or when it is merely the name. either at wholesale or retail with the word ―Isabela‖ alone on the package as a separate or distinct word or name. Judgment was for plaintiff and defendant appealed. H. for. The law as it stands and has stood since the Royal Decree of 1888 prohibits the use of a geographical name as a trade name. The statute prohibits the registration of a trade name when the trade name represents the geographical place of production or origin of the products or goods to which the trade name refers.

that Flores (agent) later acknowledged the receipt of the said goods and made various payments thereon amounting in all to P174. H. and holds him out to the public as such. for the payment of the goods The contract sufficiently establishes the fact that Camps was the owner of the business and of the bar. apparently in charge of the business and claiming to be the business manager of Camps. known as the :Washington Café. in . 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 at the foot of this inventory the word ―received‖ followed by the name ―Ricardo Flores‖ with the words ―managing agent‖ immediately following his name. Camps obligating himself not to sublet or subrent the building or the business without the consent of the said Galmes. he shipped the said goods to the defendant at the Washington Café. partners doing business under thee firm name of Macke. Chandler. and that when he went to the Washington Café for the purpose of collecting his bill he found Flores. they sold to Jose Camps and delivered at his place of business.‖ various bills of goods amounting to P351. that Camps has only paid on account of said goods the sum of P174. and the title of ―managing agent‖ attached to the signature of Flores which appears on that contract. *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 38 fittings which also is signed by Camps with the word ―sublessee‖ below the name.H. Chandler And Company.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 * Macke. in the absence of Camps. the former of ―Washington Café‖ subrented the building wherein the business was conducted. together with the fact that at the time the purchases were made.50. intentionally and deliberately led another to believe a particular thing true.One who clothes another with apparent authority as his agent. Estopple---. 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. to Camps for 1 year for the purpose of carrying on that business. he can not. and to act upon such belief. can not be permitted to deny the authority of such person to act as his agent. that believes that Flores is still the agent of Camps. who represented himself to be the agent of Jose Camps. act or omission. by his own declaration.―Whenever a party has.ALL FOR JESUS FACTS: BUSORG CASE DIGEST PAGE3OUTLINE * B. Agency by Estoppel --. his principal. 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. one of the plaintiffs. that there is still due them on account of said goods the sum of P177. Macke and W. * A written contract was introduced as evidence. allege that during the months of February and March 1905. from which it appears that one Galmes. testified that on the order of one Ricardo Flores. said business being that of a hotel with a bar and restaurant annexed.

ALL FOR JESUS BUSORG CASE DIGEST PAGE3OUTLINE any litigation arising out of such declaration. or omission be permitted to falsify. and unless the contrary appears. act. the authority of the agent must be presumed to include all the necessary and usual means of carrying his agency into effect. 39 .