1. Philpotts v. Philippine Manufacturing Co., 40 Phil.

471 (1919)

W.G. Philpotts (Petitioner) , a stockholder in Philippine Manufacturing Company sought to compel respondents to
permit plaintiff, a person or by some authorized agent or attorney to inspect and examine the records of the
business transacted by said company since January 1, 1918.
Respondent corporation or any of its officials has refused to allow the petitioner himself to examine anything
relating to the affairs of the company, and the petitioner prays for an order commanding respondents to place
records of all business transactions of the company, during a specific period, at the disposal of the plaintiff or his
duly authorized agent or attorney. Petitioner desires to exercise said right through agent or attorney.
Petition is filed originally in the Supreme Court under authority of Section 515 of Code of Civil Procedure, which
gives SC concurrent jurisdiction with then Court of First Instance in cases where any corporation or person
unlawfully excludes the plaintiff from use and enjoyment and some right he is entitled.

Whether the right which the law concedes to a stockholder to inspect the records can be exercised by a proper
agent or attorney of the stockholder as well as by stockholder in person

Yes. Right of inspection of records can be exercised by proper agent or attorney of the stockholder as well as by
stockholder in person.
The right of inspection / examination into corporate affairs given to a stockholder in section 51 of the Corporation
Law which states: “The records of all business transactions of the corporation and the minutes of any meeting shall
corporation at reasonable hour” can be exercised either by himself or by any duly authorized representative or
attorney in fact, and either with or without the attendance of the stockholder. This is in conformity with the
general rule that what a man may do in person he may do through another.

2. Rallos v. Felix Go Chan & Sons Realty Corp., 81 SCRA 251 (1978)

An SPA was executed by sisters Concepcion and Gerundia in favor of their brother Simeon for the sale of a parcel
of land co-owned by the two. Months after Conception died, Simeon sold the undivided shares of his sisters to
herein respondent Felix Go Chan & Realty Corp. Petitioner Ramon Rallos, administrator of the late Concepcion’s
estate, prayed that the sale of the undivided share of the deceased be invalidated and a new certificate be issued
in the name of respondent corporation and Concepion’s intestate estate, plus damages. CFI ruled in favor of  
petitioner and granted the payers but CA reversed the decision. Respondent’s MR was further denied.

Whether the sale entered into by an agent is valid although executed after death of the principal

No, the sale is void because Simeon’s authority as an agent of Concepcion was extinguished upon her death.
Article 1317 provides that no one may contract in the name of another without being authorized or unless he has,
by law, a right to represent him. Article 1919 furthers that the death of the principal terminates the agency.
The case at bar is also not among the exceptions whereby an agent’s acts bind the principal even after the latter’s
death because of Simeon’s knowledge of Concepion’s death is material. Hence, the sale was null and void.

3. Eurotech Industrial Technologies, Inc. v. Cuizon, 521 SCRA 584 (2007)

Eurotech is engaged in the business of importation and distribution of various European industrial equipment. It
has as one of its customers Impact Systems Sales which is a sole proprietorship owned by Erwin Cuizon.
Eurotech sold to Impact Systems various products allegedly amounting to P91,338.00. Cuizons sought to
buy from Eurotech 1 unit of sludge pump valued at P250,000.00 with Cuizons making a down payment of
P50,000.00. When the sludge pump arrived from the United Kingdom, Eurotech refused to deliver the same to
Cuizons without their having fully settled their indebtedness to Eurotech. Thus, Edwin Cuizon and Alberto de Jesus,
general manager of Eurotech, executed a Deed of Assignment of receivables in favor of Eurotech.
Cuizons, despite the existence of the Deed of Assignment, proceeded to collect from Toledo Power
Company the amount of P365,135.29. Eurotech made several demands upon Cuizons to pay their obligations. As a
result, Cuizons were able to make partial payments to Eurotech. Cuizons’ total obligations stood at P295,000.00
excluding interests and attorney’s fees.
Edwin Cuizon alleged that he is not a real party in interest in this case. According to him, he was acting as
mere agent of his principal, which was the Impact Systems, in his transaction with Eurotech and the latter was very
much aware of this fact.
The RTC dropped Edwin Cuizon as party defendant in the case. The Court of Appeals, affirmed the trial
court’s decision. Hence, the appeal.

Whether Edwin exceeded his authority when he signed the Deed of Assignment thereby binding himself
personally to pay the obligations to Eurotech

No. Edwin did not exceed his authority when he signed the Deed of Assignment. As stated in Art. 1897, The agent
who acts as such is not personally liable to the party with whom he contracts, unless he expressly binds himself or
exceeds the limits of his authority without giving such party sufficient notice of his powers. An agent, who acts as
such, is not personally liable to the party with whom he contracts. There are 2 instances when an agent becomes
personally liable to a third person. The first is when he expressly binds himself to the obligation and the second is
when he exceeds his authority. In the last instance, the agent can be held liable if he does not give the third party
sufficient notice of his powers. In this case, Edwin does not fall within any of the exceptions contained in Art. 1897.
Edwin Cuizon acted well-within his authority when he signed the Deed of Assignment. Eurotech refused to deliver
the 1 unit of sludge pump unless it received, in full, the payment for Impact Systems’ indebtedness. Impact
Systems desperately needed the sludge pump for its business since after it paid the amount of P50,000.00 as
downpayment it still persisted in negotiating with Eurotech which culminated in the execution of the Deed of
Assignment of its receivables from Toledo Power Company. The significant amount of time spent on the
negotiation for the sale of the sludge pump underscores Impact Systems’ perseverance to get hold of the said
equipment. Edwin’s participation in the Deed of Assignment was “reasonably necessary” or was required in order
for him to protect the business of his principal. Therefore, Edwin Cuizon acted within the scope of his authority and
is not personally liable for the obligations to Eurotech.

4. Philex Mining Corp. v. Commissioner of Internal Revenue, 551 SCRA 428 (2008)

BIR sent a letter to Philex asking it to settle its tax liabilities amounting to P124 million. Philex protested the
demand for payment stating that it has pending claims for VAT input credit/refund amounting to P120 million.
Therefore, these claims for tax credit/refund should be applied against the tax liabilities.  
In reply the BIR found no merit in Philex’s position. On appeal, the CTA reduced the tax liability of Philex. 

Whether the violation by BIR is sufficient to justify non-payment by Philex 

No, despite the lethargic manner by which the BIR handled Philex’s tax claim, it is a settled rule that in the
performance of government function, the State is not bound by the neglect of its agents and officers. It must be
stressed that the same is not a valid reason for the non-payment of its tax liabilities. 
Liability of agent.