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SECOND DIVISION Private respondent CSC surrendered SLDR No.

to the petitioner's NAWACO warehouse and was
allowed to withdraw sugar. However, after 2,000 bags
[G.R. No. 117356. June 19, 2000]
had been released, petitioner refused to allow further
withdrawals of sugar against SLDR No. 1214M. CSC
VICTORIAS MILLING CO., INC., petitioner, vs. COURT then sent petitioner a letter dated January 23, 1990
OF APPEALS and CONSOLIDATED SUGAR informing it that SLDR No. 1214M had been "sold and
CORPORATION, respondents. endorsed" to it but that it had been refused further
withdrawals of sugar from petitioner's warehouse
DECISION despite the fact that only 2,000 bags had been
withdrawn.[5] CSC thus inquired when it would be
allowed to withdraw the remaining 23,000 bags.

On January 31, 1990, petitioner replied that it could
Before us is a petition for review on certiorari under not allow any further withdrawals of sugar against
Rule 45 of the Rules of Court assailing the decision of SLDR No. 1214M because STM had already
the Court of Appeals dated February 24, 1994, in CA- dwithdrawn all the sugar covered by the cleared
G.R. CV No. 31717, as well as the respondent court's checks.[6]
resolution of September 30, 1994 modifying said
decision. Both decision and resolution amended the
judgment dated February 13, 1991, of the Regional On March 2, 1990, CSC sent petitioner a letter
Trial Court of Makati City, Branch 147, in Civil Case No. demanding the release of the balance of 23,000 bags.
Seven days later, petitioner reiterated that all the
The facts of this case as found by both the trial and sugar corresponding to the amount of STM's cleared
appellate courts are as follows: checks had been fully withdrawn and hence, there
would be no more deliveries of the commodity to
STM's account. Petitioner also noted that CSC had
St. Therese Merchandising (hereafter STM) regularly represented itself to be STM's agent as it had
bought sugar from petitioner Victorias Milling Co., Inc., withdrawn the 2,000 bags against SLDR No. 1214M
(VMC). In the course of their dealings, petitioner issued "for and in behalf" of STM.
several Shipping List/Delivery Receipts (SLDRs) to STM
as proof of purchases. Among these was SLDR No.
1214M, which gave rise to the instant case. Dated On April 27, 1990, CSC filed a complaint for specific
October 16, 1989, SLDR No. 1214M covers 25,000 bags performance, docketed as Civil Case No. 90-1118.
of sugar. Each bag contained 50 kilograms and priced Defendants were Teresita Ng Sy (doing business under
at P638.00 per bag as "per sales order VMC Marketing the name of St. Therese Merchandising) and herein
No. 042 dated October 16, 1989."[1] The transaction it petitioner. Since the former could not be served with
covered was a "direct sale."[2] The SLDR also contains summons, the case proceeded only against the latter.
an additional note which reads: "subject for (sic) During the trial, it was discovered that Teresita Ng Go
availability of a (sic) stock at NAWACO (warehouse)."[3] who testified for CSC was the same Teresita Ng Sy who
could not be reached through summons.[7] CSC,
however, did not bother to pursue its case against her,
On October 25, 1989, STM sold to private respondent but instead used her as its witness.
Consolidated Sugar Corporation (CSC) its rights in SLDR
No. 1214M for P 14,750,000.00. CSC issued one check
dated October 25, 1989 and three checks postdated CSC's complaint alleged that STM had fully paid
November 13, 1989 in payment. That same day, CSC petitioner for the sugar covered by SLDR No. 1214M.
wrote petitioner that it had been authorized by STM to Therefore, the latter had no justification for refusing
withdraw the sugar covered by SLDR No. 1214M. delivery of the sugar. CSC prayed that petitioner be
Enclosed in the letter were a copy of SLDR No. 1214M ordered to deliver the 23,000 bags covered by SLDR
and a letter of authority from STM authorizing CSC "to No. 1214M and sought the award of P1,104,000.00 in
withdraw for and in our behalf the refined sugar unrealized profits, P3,000,000.00 as exemplary
covered by Shipping List/Delivery Receipt-Refined damages, P2,200,000.00 as attorney's fees and
Sugar (SDR) No. 1214 dated October 16, 1989 in the litigation expenses.
total quantity of 25,000 bags."[4]
Petitioner's primary defense a quo was that it was an
On October 27, 1989, STM issued 16 checks in the total unpaid seller for the 23,000 bags.[8] Since STM had
amount of P31,900,000.00 with petitioner as payee. already drawn in full all the sugar corresponding to the
The latter, in turn, issued Official Receipt No. 33743 amount of its cleared checks, it could no longer
dated October 27, 1989 acknowledging receipt of the authorize further delivery of sugar to CSC. Petitioner
said checks in payment of 50,000 bags. Aside from also contended that it had no privity of contract with
SLDR No. 1214M, said checks also covered SLDR No. CSC.
Petitioner explained that the SLDRs, which it had
issued, were not documents of title, but mere delivery

000. Petitioner also cover the purchase. the SLDR no. the purchased by St.00 for the 25.00 by the buyer in payment of the purchased as unrealized profits. 21214M of sugar bought by her covered by SLDR No. The SLDRs appear to have been honored and duly prescribed delivery of the sugar to the party specified credited to the account of Victorias Milling therein and did not authorize the transfer of said Company because on October 27. printout of defendant Victorias Milling Petitioner then prayed that CSC be ordered to pay it Company showing the quantity and value of the following sums: P10.000. 34734 in favor of St.000. Pursuant to this contract.357. Therese Merchandising for the amount of Petitioner also alleged that CSC did not pay for the P31. 1214M were separate .000. Therese Merchandising Court hereby renders judgment in favor of covered by SLDR No. witness for defendant Victorias Milling Company.000. 1989 issued by St.000. 1214 as well as the purchase of its authorized agents could withdraw bags of sugar price of P15.000.receipts issued pursuant to a series of transactions by SLDR No.950. There is an insinuation by Arnulfo Caintic in his "2) Ordering defendant Victorias Milling testimony that the postdated checks issued Company to pay the amount of P920. the trial 'cleared' appearing under the column of court heard the case on the merits. the claim of defendant favoring private respondent CSC.000 bags of sugar covered purchases involving SLDR No. However.900. covered by SLDR No.950. in payment of the purchase price of the sugar covered by SLDR No. in view of the foregoing."[10] "SO ORDERED.00 of the transactions involving only one account or one general 25.000 bags of sugar.000.000 bags of sugar "WHEREFORE. Said checks entered into between it and STM. which is a computer innocent purchaser for value and in good faith. SLDR No. said P800. any positive evidence. Victorias Milling Company issued official receipt no. was only one of 22 SLDRs issued to STM and since the 1213 on the same date. dated checks dated October 27.00 as moral damages. petitioner averred that the dealings Teresita Ng Go. as attorney's fees. costs.00.00 in exemplary damages. The Court notes that the testimony of Arnulfo "1) Ordering defendant Victorias Milling Caintic is merely a sweeping barren Company to deliver to the plaintiff 23. October 16. It is clear in P10. Therese P10. the official reciept no. STM or any by SLDR No. prayed that cross-defendant STM be ordered to pay it and the status of payment. the trial court rendered its judgment "On the other hand. and Merchandising.000 bags of sugar bought by her covered contract of sale.00 as attorney's fees. 1989 latter had already withdrawn its full quota of sugar (date of the two SLDRs) is duly supported by under the said SLDR. 1214 the same has been fully paid as indicated by the word Since no settlement was reached at pre-trial. 1214 were dishonored.000 bags only against cleared checks of STM.000. The SLDR and was actually STM's co-conspirator to defraud testimony of Teresita Ng Go is further it through a misrepresentation that CSC was an supported by Exhibit F. 1989 party's rights and interests.500."[9] Petitioner appealed the trial courts decision to the It made the following observations: Court of Appeals.00 as exemplary damages and the witness failed to present in Court any amount of P1. seeking delivery of the 23. Said witness likewise failed to bags of refined sugar in the amount of present any bank record showing that the P13.000.' As earlier stated.000.000. CSC was already precluded from Exhibits C to C-15 inclusive which are post. the amount of price were dishonored.500.000 assertion that the purchase price has not bags of refined sugar due under SLDR No. which is 10% of dishonored check or any replacement the acquisition value of the undelivered check. "[T]he testimony of plaintiff's witness On appeal. Therese Merchandising in favor of Victorias Milling Company at the time it Private respondent CSC countered that the sugar purchased the 50. and Exhibit 'F' that with respect to the sugar P1. 1213 and 1214.00 as exemplary damages.570.000.00 as attorney's fees. 1214 has not been the plaintiff and against defendant Victorias fully paid is supported only by the Milling Company: testimony of Arnulfo Caintic.00 (Exhibits B and B-1). as follows: Victorias Milling Company that the purchase price of the 25. that she had fully paid the between it and STM were part of a series of purchase price of P15. plus the checks issued by the buyer.000. the purchases made by St. issued to P1.000. Teresita Ng Go.00. been fully paid and is not corroborated by 1214. 'status of payment.

and 36]) presented by hereby MODIFIES the assailed judgment plaintiff-appellee was to the effect that it and orders defendant-appellant to: had withdrawn only 2." (emphasis in the original) private respondent's "There is merit in plaintiff-appellee's withdrawing 2. On February 24."[13] "(1) Deliver to plaintiff-appellee 23."[12] holding that STM's and private respondent's specially informing petitioner that The appellate court explained the rationale for the respondent was authorized by buyer STM modification as follows: to withdraw sugar against SLDR No.00 had been of the rights to 25.000 bags of refined sugar under SLDR No. It did not present Both parties then seasonably filed separate motions evidence to show how many bags of sugar for reconsideration.. and STM's empowering other persons as its agents to withdraw sugar against the same . "SO ORDERED. alleged that sugar delivery to the STM "3) Pay the costs of suit. the Court 1990. as attorneys fees.and independent transactions and that the details of "Exhibit F' We relied upon in fixing the the series of purchases were contained in a single number of bags of sugar which remained statement with a consolidated summary of cleared undelivered as 12. prove the proposition that 12. and single transaction. independent.000 Plaintiff. necessary. The rule is explicit this a more convenient system than issuing separate that courts should consider the evidence statements for each purchase.00 asking the latter to allow it to withdraw the which is 10% of the value of the undelivered remaining 23. 18.586 bags withdraw anymore. Documentary evidence of sugar covered by SLDR No.000 bags of sugar covered by SLDR cleared. 10 October 1990. to "Testimonial evidence (Testimonies of wit: Teresita Ng [TSN. Hence. on the other hand.950. "1. therefore. (People v. 1214M. p. 17 October "WHEREFORE. the instant petition. "WHEREFORE. (Exhibit I. 16. The Court of Appeals erred in not "SO ORDERED. 1214M "for and in our (STM) behalf.586 cannot be made the check payments and sugar stock withdrawals because basis for such a finding. 80) show that plaintiff-appellee had sent demand letters to defendant-appellant " 2) Pay to plaintiff-appellee P792. the Court of Appeals rendered its decision modifying the trial court's judgment. We defendant-appellant to: see no reason to overturn the findings of the trial court on this point. 33] and Marianito L. precisely because of its theory that all sales in question were a series of one In its resolution dated September 30. (Formal Offer of Evidence for No. Id. and that all sugar corresponded to cleared checks had been withdrawn.000 bags of sugar for STM. 1214M could compel petitioner to deliver 23. p. 1214M. corresponded only to the value of cleared checks.586 bags of sugar remained undelivered. Plaintiff-appellee is. 1214M. Santos [TSN. had been withdrawn against SLDR No. 78. 58) cannot be used to bags allegedly unwithdrawn. et al. 1 CA Rep 783).918."[11] Defendant-appellant did not rebut plaintiff- appellee's assertions. was offered to prove that checks in the 1214M. (b) Whether or correct in its argument that Exhibit F' which not CSC had the capacity to sue on its own on SLDR No. 1994. 1214M. position. Abalos.000 bags of sugar from SLDR after which it was not allowed to "1) Deliver to plaintiff-appellee 12. pp. the single transaction and withdrawal of sugar appellate court modified its decision to read: depended on the clearing of checks paid therefor. Defendant-appellant. and (c) Whether or not CSC as buyer from STM total amount of P15..000 bags of sugar from SLDR bags of refined sugar. The rationale for this is to afford the The appellate court considered the following issues: (a) party against whom the evidence is Whether or not the transaction between petitioner presented to object thereto if he deems it and STM involving SLDR No. the Court hereby modifies the assailed judgment and orders "After a second look at the evidence. positing the following errors as grounds for review: "(2) Pay costs of suit. 1214M was a separate. p.000. only for the purpose for which it was offered. Exhibit K. Records p. 1994. Id.

Whether or not the Court of Appeals from doing so. `F' Corporation or its representative to an account stated and its balance binding. 81 (1). The Court of Appeals erred in not Shipping List/Delivery Receipt = Refined holding that the conditions of the assigned Sugar (SDR) No. Rules of Court) and estopped (2). assignment from other sales or SLDRs It is settled that an issue which was not raised during against private respondent's claim as the trial in the court below could not be raised for the assignee under SLDR No. Petitioner heavily relies upon STM's letter of authority "4. 1868.. manifestly and arbitrarily ignoring and disregarding certain relevant and undisputed facts which. an agent of STM as held in Rallos v. and erred in denying petitioner's right to setoff Anent the first issue. ruled that compensation applied only to credits from one SLDR or contract and not The issues will be discussed in seriatim. Felix Go Chan & Realty Corp.. The Court of Appeals erred in not with the consent or authority of the latter. By the contract of agency a freed petitioner from further obligation.Whether or not the Court of Appeals considered. (Art. respondent's admission of its balance. to those from two or more distinct contracts between the same parties. original).[17] On the part of the principal. we find from the records that all its credits arising prior to notice of petitioner raised this issue for the first time on appeal. The Court of Appeals erred in concluding allowing CSC to withdraw sugar against SLDR No. 2.. rendered respondent like Simply stated.[15] Nonetheless. Civil Code). namely.. hence. 1214M. so as to first time on appeal as to do so would be offensive to extinguish or reduce its liability to 69 bags."[16] sugar being subject to its availability at the Nawaco warehouse.. now a matter for our between the same parties (emphasis in the consideration. The accounts in Exh. had they been (3). 1279. "6. and STM's acquiescence thereto by silence "This is to authorize Consolidated Sugar for almost one year did not render Exh. Court.Whether or not the Court of Appeals " 3.. F between petitioner and pertinent portion of said letter reads: STM. withdraw for and in our behalf (stress supplied) the refined sugar covered by "5." holding that the "clean hands" doctrine precluded respondent from seeking judicial reliefs (sic) from petitioner. estopped to sue upon SLDR assignee of SLDR No. (4). The Court of Appeals misapplied the committed an error of law in not applying law on compensation under Arts. 1214M. 1214M so as to preclude petitioner from offsetting " 2. erred in applying the law on compensation to the transaction under SLDR No. the "clean hands doctrine" to preclude CSC 1285 and 1626 of the Civil Code when it from seeking judicial relief. 1214 dated October 16. by itself for its enforcement because it was conclusively presumed to be an agent (Sec. SLDR No."[14] representation.. 1214. and the non-availability of sugar "Art. and due because the law on compensation applies process. (a) its subject 1989 in the total quantity of 25. 1214M and from suing No. the basic rules of fair play. except for 69 bags under SLDR No.. would have shown that erred in not ruling that the sale of sugar petitioner was not liable.Whether or not the Court of Appeals SCRA 252. the issues now to be resolved are: the other persons. justice. person binds himself to render some service or to do something in representation or on behalf of another. its only remedy It is clear from Article 1868 that the basis of agency is being against its assignor. and (b) the sale of bags. Rule 131. The Court of Appeals erred in its credits on the other SLDRs. the Court of Appeals opted to precisely to two or more distinct contracts address this issue. 1214M as an assignee. and precluded it from erred in not ruling that CSC was an agent of subsequently claiming and proving being an STM and hence... there must be an actual intention to appoint[18] or an . made the sale The Civil Code defines a contract of agency as follows: conditional and prevented STM or private respondent from acquiring title to the sugar.. 1214M was a conditional of sugar. 000 matter being generic.. 1431. and which would justify review of sale or a contract to sell and hence freed its conclusion of facts by this Honorable petitioner from further obligations. that the settlement or liquidation of 1214M to show that the latter was STM's agent.SLDR No..

therefore. and it is always a without being rebutted. to show not only the fact of its commodity to STM or its assignee. and the contracting parties.. 1214M were sold and buyer/trader assumes full responsibility transferred by STM to it . 78). an intention to accept the appointment and act on on this score. petitioner than any other. plaintiff-appellee has shown him/it is deemed effected and that the 25. proceeding from the theory that Indeed.[25] That the now obliged to deliver it to the purchaser or its authorization given to CSC contained the phrase "for assignee. defendant-appellant failed to other.[31] Having intention of the parties as gathered from the whole transferred title to the sugar in question. that the purchase of sugar covered by SLDR No. it refused to apply agency relation between plaintiff-appellee Article 1279 of the Civil Code to the present case. Said terms clearly establish a contract of sale.the principal. Hence. No reversible error could thereby be imputed to sufficiently establish the existence of an respondent appellate court when. and in our (STM's) behalf" did not establish an agency. The question of whether a morals. resting upon the persons alleging the Petitioner clearly had the obligation to deliver said agency. opined: the Court of Appeals concurred. This conspiracy is allegedly communication to petitioner that SLDR No. more STM are but serial parts of one account. and/or receipt of this document by the appellee informed defendant-appellant that buyer/trader personally or through a SLDFR No. there must be intended a contract of sale. it appears plain to us that private alleging the contrary. be made The aforequoted terms and conditions clearly show thus capacitating plaintiff-appellee to sue in that petitioner transferred title to the sugar to the its own name. transferred to buyer/trader and delivery to p. it was not a serial part of a relation of agency is dependent upon the single transaction or of one account contrary to acts of the parties. public policy or public order. the very word "agency" has come to connote the transactions entered into between petitioner and control by the principal.[28] However. 1214M had evidenced by: (a) the fact that STM's selling price to been "sold and endorsed" to it. and STM. as assignee of extent (Antonio vs. be viewed in the context of all the 1214M contains the following terms and conditions: circumstances obtaining.G. contract is one of sale or agency depends on the the contract is valid and must be upheld. one person . Ultimately. there is respondent appellate court when it held that CSC was generally no agency. pursuant to Article 1279 of category.[23] The Court of Appeals. with the burden of proof for the sugar purchased under SLDR No. Private respondent CSC was not conditions so stipulated are not contrary to law. title to refined sugar is endorsed" to it by STM (Exhibit I.[27] The use of the words CSC was below its purchasing price. but also its nature and been fully paid for. On the second issue. that petitioner had been paid fact to be proved. The fact alone that it (STM) had authorized withdrawal of sugar by plaintiff- Regarding the third issue."[24] price. with title to the sugar still existence of an agency relation . and was not an agent of STM. 1214M had been "sold and representative. the trial court found. petitioner contends that the appellee "for and in our (STM's) behalf" sale of sugar under SLDR No. 1214M is a conditional should not be eyed as pointing to the sale or a contract to sell. Since said sugar had existence. Further. the Civil Code. not a contract to sell. 1214M. Records.. STM. Enriquez [CA]. petitioner is scope and effect of the language employed. good customs. Here. SLDR No. in finding that CSC. were not mutually creditors and debtors of each 3536]. 1214M was a separate and "This Court has ruled that where the independent transaction. plaintiff.the agent .[19] and on the part of the agent.[26] That no agency was meant to be established private respondent CSC have entered into a conspiracy by the CSC and STM is clearly shown by CSC's to defraud it of its sugar.A conclusion that therefore"[29] there was a valid sale and transfer to plaintiff-appellee may. 000 bags of sugar covered by completed (stress supplied) and the SLDR No. 51 O. subject to STM's control. Evidence on record shows. (b) CSC's refusal to . Noteworthy. The contract is the law between respondent CSC was a buyer of the SLDFR form. has caused the courts to put contracts insists that its debt has been offset by its claim for between principal and agent in a separate STM's unpaid purchases. Petitioner is now estopped from In the instant case.[30] And where the terms and not an agent of STM.agrees to act under the control or direction of another .It should remaining with the vendor. presumption of agency. Although it would seem STM represented plaintiff-appellee as being its agent by the use of the phrase "for "It is understood and agreed that by and in our (STM's) behalf" the matter was payment by buyer/trader of refined sugar cleared when on 23 January 1990. without need of joining its buyer or his assignee upon payment of the purchase imputed principal STM as co-plaintiff.[21] One factor which most clearly not STM's agent and could independently sue distinguishes agency from other legal concepts is petitioner.intention naturally inferable from his words or "sold and endorsed" means that STM and CSC actions. and not an agency. control.[22] The control factor. what is decisive is the intention of the As to the fourth issue. petitioner submits that STM and parties. petitioner and CSC.. no error was committed by the it.[20] and in the absence of such intent.. the law makes no petitioner's insistence.

therewas a valid sale and transfer to Consolidated Sugar Corp. Victorias Milling issued several Shipping List/Delivery Receipts (SLDRs) to St. despite careful scrutiny. The r e s e Merchandising towithdraw thesugar covered bySLDRNo. merit. “for and in our (St. We are now actual intention toappoin t or an in ten tion n atu ra lly inferable constrained to deem this matter purely speculative. concur.. The pertinent portion of said letter rea ds: “This is to authorizeConsolidatedSugar Corporation or its representative towithdraw forand inour behalf (stresssupplied)the refined . issued checks in Consolidated Sugar Corp.000 bagsof sugar. Consolidated Sugar Corp. Therese Merchandising as co-plaintiff. one person . St. Costs against petitioner. By the contract of agency a person binds himself to that the doctrine of "clean hands" should be applied to render some service or to do somethingin representation oron behalf of preclude CSC from seeking judicial relief. to withdraw sugar against SLDR No. and (c) the sugar covered by Shipping List/Delivery Receipt = Refined Sugar authority given by the latter to other persons to (SDR) No. 1868. Therese Merchan dising’s ) b eha lf” sh ou ld n ot be eyed Digest as p oin ting to the ex is ten ce of an agencyrelation. Therese Merchandising hadalready withdrawn all the sugar covered by the cleared checks.27 The use of the words “sold and Consolidated Sugar Corp. has shown that the 25. with ou t n eed of j oin ing St. Petitioner prays Art. and De Leon. Victorias Millingrefused to allow further withdrawals of sugar against SLDR No. to su e in its ow n name.the agent .’scommunication to petitioner that SLDR No. St. Therese Merchan dising’s agen t. 1214M after she had sold her rights under said SLDR to CSC. Consolidated Sugar Corp. However.750. (Chairman). However. Buena. we find here the records bare of convincing evidence whatsoever to support the Thebasisof agency is representation. Among these was ConsolidatedSugarCorp. 1214M to show that the latter was St. from his words or action s. surrendered SLDR No. 117356 June 19. ere is generally no agency. JJ. FACTS: may. v. Th erese SLDR No.00 per bag. 1214M to Victorias Milling’s NAWACO warehouseand was allowed to withdraw sugar. A conclusion that G. Milling Co.intended a contract of sale. andnot an agent ofSTM. after 2. 1214M because. Inc. That same agency.” withdraw sugar against SLDR No. and St. w r o t e V i c t o r i a s Milling that it had been authorized by St. 1214M were sold and Corporation transferred by St.. SO ORDERED. an d on th e pa rt of the bereft of concrete proof. was n ot sub ject to S t. 1989. J. and not an payment. 1214M had On October 25. Therese Merchandising sold to been “sold and endorsed” to it. 2000Quisumbing. be made thus capacitatingConsolidated S ugar Corp. theremustbe an petitioner's allegations of fraud. sh the existence of an agency relation betwe Jr. The fact alone that it (St. wasa buyerof theSLDFR form. Ther ese Merchandising’s letter of authority allow i n g Consolidated Sugar Corp. The r e s e Merchandising) had authorized withdrawal of sugar by Consolidated Sugar Corp. another. On e factor wh ich m ost clea rly WHEREFORE. therefore. Mendoza. 1214 datedOctober 16. agent. enConsolidated Sugar Corp. 1214M which covers 25. ConsolidatedSugarCorp. the instant petition is DENIED for lack of dis tinguis hes agen cy from oth er lega l concepts is control. In the course of their dealings. ISSUE: WON the contractwas oneof agency orsale HELD: Sale.00. transaction it coveredwas a direct sale. according to it. Consolidated Sugar Corp. pursue its case against Teresita Ng Go. 1214M. Victorias Milling heavily relies upon St. its rights in SLDRNo. Therese Merchandising regularly bought sugar from Victorias its impu ted p rincipa l St.C o n s o l i d a t e d S u g a r C o r p .000 bags had been released.. ThereseMerchandising as proof of purchases. 1989 inthe total quantity of 25.. On thepart of the principal. Tha t no agency bag contained 50 kilograms and priced at P638.agrees to act under the control or direction of another -the principal.000. Therese Merchandising. CA and Consolidated Sugar of sugar covered by theSLDR No. The was mean t to beestablished by the Consolidated Sugar Corp. Victorias Milling failed to sufficiently establi Bellosillo.000 bags Victoria Milling Co. Further. Therese Merchandising to it. and in the absence of such intent. 000 bags. withthe consent or authority of thelatter.R. and STM is clearly shown by Consolidated Sugar Corp. day. Each Merchan dising’s control. Therese Merchandising and for P14. 1214M endorsed” means that St. No.there must be an intention to accept the appointment and act on it.