Professional Documents
Culture Documents
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* FIRST DIVISION.
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PARDO, J.:
The case is an
1
appeal via certiorari to annul and set aside
the decision of the Court of Appeals finding petitioners
Ryoichi Tanaka, Ryohei Kimura and Shoichi One, as
officers of petitioner Marubeni Corporation, jointly and
severally liable with the corporation for the commission
claimed by respondent Felix Lirag in the amount of six
million (P6,000,000.00) pesos arising from an oral
consultancy agreement.
Petitioner Marubeni Corporation (hereafter, Marubeni)
is a foreign corporation organized and existing under the
laws of Japan. It was doing business in the Philippines
through its duly licensed, wholly owned subsidiary,
Marubeni Philippines Corporation. Petitioners Ryoichi
Tanaka, Ryohei Kimura and Shoichi One 2were officers of
Marubeni assigned to its Philippine branch.
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3 Docketed as Civil Case No. 89-3037; Petition for Review, Annex „D‰,
Rollo, pp. 46-51.
4 Complaint, Regional Trial Court Records, pp. 1-6, at p. 2.
5 TSN, May 21, 1990, p. 38.
6 Ibid., pp. 24-29.
7 The additional projects were as follows: (A) JICA PROJECTS·(1)
Soil Research Laboratory; (2) Learning Resource Center; (3) Provincial
Hospitals; and (4) Hydrographic & Oceangraphic Slip; (B) OECF
PROJECTS·(1) Metro Manila Pumping Station/Flood Control; and (2)
Metro
625
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„[Original Signed]
„SALVADOR P. DE GUZMAN, Jr.
9
„Pairing Judge‰
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9 Rollo, p. 118.
10 Rollo, p. 119.
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The Court
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of Appeals relied on the doctrine of admission by
silence in upholding the existence of a consultancy
agreement, noting that petitioner TanakaÊs reaction to
respondentÊs September 26, 1988 demand letter was not
consistent with their claim that there was no consultancy
agreement. On the contrary, it lent credence to
respondentÊs claim that they had an existing consultancy
agreement. Petitioner TanakaÊs response dated October 13,
1988 to the demand letter of September 26, 1988 reads:
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15
Hence, this appeal.
In this appeal, petitioners raise the following issues: (1)
whether or not there was a consultancy agreement between
petitioners and respondent; and corollary to this, (2)
whether or not respondent is entitled to receive 16 a
commission if there was, in fact, a consultancy agreement.
We find the appeal meritorious.
In deciding this appeal, we rely on the rule that a party
who has the burden of proof in a civil case must17
establish
his case by a preponderance of evidence. When the
evidence of the parties is in equipoise, or when there is a
doubt as to where the preponderance of evidence lies, the
party with the 18burden of proof fails and the petition must
thus be denied.
As a general rule, factual findings of the Court of
Appeals are conclusive on the parties and are not reviewed
by the Supreme Court·and they carry even more weight
when the Court of Appeals affirmed the factual findings of
the trial court. It is not the function of the Supreme Court
to weigh19anew the evidence passed upon by the Court of
Appeals. Moreover, only questions of law may be raised
before the Supreme Court in a petition 20
for review under
Rule 45 of the Revised Rules of Court. 21
However, the rule is subject to exceptions, such as
when the
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„COURT:
One clarificatory question·
Do you have any consultancy service contract with
Marubeni/San Ritsu·do you have?
A: No, sir. I have only Consultancy
29
Agreement on verbal
basis with Marubeni.‰
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„ATTY. VALERO
My question is·do you know for a fact whether the
impression you have about Japanese Trading Firm
working through Agents was the relationship between
Marubeni and San Ritsu when Mr. Iida said that they
were working together?
„A: I did not know for a fact because I did not see any
contract31
between Marubeni and San Ritsu presented
to me.‰
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632
was an old 33
time friend so he wanted to work for those
projects.‰ Hence, how could petitioners be guilty of
misleading respondent on the acceptance of the latterÊs
offer of consultancy service?
With regard to the Court of AppealÊs ratiocination that
petitioner TanakaÊs response dated October 13, 1988 to the
demand letter of September 26, 1988, amounted to an
implied admission of the consultancy agreement, the
records showed that, to the contrary, this fact strengthened
petitionersÊ allegation that Marubeni Phils, lacked the
requisite authority to enter into any binding agreement.
As explained by petitioner Shoichi One, Marubeni Phils,
could enter into a consultancy agreement only after
submitting a recommendation to the principal
headquarters in Tokyo, Japan. If the office in Tokyo, Japan
agrees to hire consultants, it would then give a power of
attorney to its general manager in Manila authorizing the
latter to enter into such agreement.
In the instant case, the parties did not reach the second
stage as the headquarters in Tokyo, Japan did not see it fit
to hire a consultant as they decided not to participate in
the bidding. Hence, no consultancy agreement was
perfected, whether oral or written. There was no absolute
acceptance of respondentÊs offer of consultancy services.
Assuming arguendo that the petitioner accepted
respondentÊs offer of consultancy services, we could not give
legal imprimatur to the agreement. The service rendered
by respondent contemplated the exploitation of personal
influence and solicitation on a public officer.
Respondent said that petitioners sought out his services
because they „needed somebody who can help them 34
ÂpenetrateÊ and establish goodwill‰ with the government.
Petitioners found it difficult to arrange a meeting with
Postmaster General Angelito Banayo because of petitionersÊ 35
reputation of engaging in questionable transactions.
Suddenly, through the intervention of respondent,
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VOL. 362, AUGUST 10, 2001 633
Marubeni Corporation vs. Lirag
„Q: In other words you are saying that Marubeni and San
Ritsu representatives had a conference with the Post
Master General Banayo in connection with this
Project?
37
„A: Yes and I was the one who made the arrangement.‰
„WITNESS:
What we have done by that. . . first, Mr. Banayo went
to Tokyo and when he was in Tokyo we were able to
arrange the Marubeni representative in Tokyo to meet
and talk with Mr. Banayo in Tokyo. . .
„COURT:
Mr. . .?
„A . . . . Banayo, the Post Master General and
representatives of Marubeni38in Tokyo·this was done
because of my intervention.‰
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40
against public policy.
41
Therefore, it is unenforceable before
a court of justice.
In light of the foregoing, we rule that the preponderance
of evidence established no consultancy agreement between
petitioners and respondent from which the latter could
anchor his claim for a six percent (6%) consultancy fee on a
project that was not awarded to petitioners.
WHEREFORE, the petition
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is GRANTED. The decision
of the Court of Appeals is hereby SET ASIDE. Civil Case
No. 89-3037 filed before the Regional Trial Court, Branch
143, Makati City is hereby DISMISSED.
No costs.
SO ORDERED.
··o0o··
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40 Tee v. Tacloban Electric and Ice Plant Co., Inc., 105 Phil. 168 [1959].
41 International Harvester Macleod, Inc. v. Court of Appeals, supra,
Note 37, at p. 523.
42 In CA-G.R. CV No. 45873.
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