Professional Documents
Culture Documents
Agency Digest
Agency Digest
BERRY, respondents.
G.R. No. L-15568
November 8, 1919
Facts:
The petitioner, W. G. Philpotts, a stockholder in the Philippine Manufacturing
Company, one of the respondents herein, seeks by this proceeding to obtain a writ
of mandamus to compel the respondents to permit the plaintiff, in 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 .
The first point made has reference to a supposed defect of parties, and it is said
that the action can not be maintained jointly against the corporation and
its secretary without the addition of the allegation that the latter is the
custodian of the business records of the respondent company.
By the plain language of sections 515 and 222 of our Code of Civil Procedure, the
right of action in such a proceeding as this is given against the
corporation; and the respondent corporation in this case was the only
absolutely necessary party. Only the corporation was named as defendant, while
the complaint, in language almost identical with that in the case at bar, alleged a
demand upon and refusal by the corporation.
Nevertheless the propriety of naming the secretary of the corporation as a
codefendant cannot be questioned, since such official is customarily
charged with the custody of all documents, correspondence, and records of a
corporation, and he is presumably the person against whom the personal orders of
the court would be made effective in case the relief sought should be granted.
Certainly there is nothing in the complaint to indicate that the secretary is
an improper person to be joined. The petitioner might have named the
president of the corporation as a respondent also; and this official might be brought
in later, even after judgment rendered, if necessary to the effectuation of the order
of the court.
Issue:
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 the stockholder in person.
Held:
Yes. There is no pretense that the 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 petition prays for a peremptory order commanding the
respondents to place the records of all business transactions of the company, during
a specified period, at the disposal of the plaintiff or his duly authorized agent or
attorney, it being evident that the petitioner desires to exercise said right
through an agent or attorney.
The pertinent provision of our law is found in the second paragraph of section 51 of
Act No. 1459, which reads as follows: "The record of all business transactions
of the corporation and the minutes of any meeting shall be open to the
inspection of any director, member or stockholder of the corporation at
reasonable hours."
Now it is our opinion, and we accordingly hold, that the right of inspection can
be exercised either by himself or by any proper 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; and we find nothing in the statute that would justify us in
qualifying the right in the manner suggested by the respondents.
The right of inspection to stockholders of corporations are to be liberally
construed and that said right may be exercised through any other properly
authorized person. "The right may be regarded as personal, in the sense
that only a stockholder may enjoy it; but the inspection and examination
may be made by another. Otherwise it would be unavailing in many
instances."
The right of inspection given by law to the stockholder; as for instance, where a
corporation, engaged in the business of manufacture, has acquired a formula or
process, not generally known, which has proved of utility to it in the manufacture of
its products. It is not our intention to declare that the authorities of the corporation,
and more particularly the Board of Directors, might not adopt measures for the
protection of such process form publicity. There is, however, nothing in the petition
which would indicate that the petitioner in this case is seeking to discover anything
which
Facts:
On January 24, 1911, in this city of manila, a contract in the following tenor was
entered into by and between the plaintiff, as party of the first part, and J. Parsons
(to whose rights and obligations the present defendant later subrogated itself), as
party of the second part
Of the three causes of action alleged by the plaintiff in his complaint, only two of
them constitute the subject matter of this appeal and both substantially amount to
the averment that the defendant violated the following obligations: not to sell the
beds at higher prices than those of the invoices; to have an open establishment in
Iloilo; itself to conduct the agency; to keep the beds on public exhibition,
and to pay for the advertisement expenses for the same; and to order the
beds by the dozen and in no other manner. As may be seen, with the exception of
the obligation on the part of the defendant to order the beds by the dozen and in no
other manner, none of the obligations imputed to the defendant in the two causes
of action are expressly set forth in the contract. But the plaintiff alleged that the
defendant was his agent for the sale of his beds in Iloilo, and that said
obligations are implied in a contract of commercial agency. The whole
question, therefore, reduced itself to a determination as to whether the defendant,
by reason of the contract hereinbefore transcribed, was a purchaser or an agent of
the plaintiff for the sale of his beds.
Issue:
Whether or not the contract is one of agency
In order to classify a contract, due regard must be given to its essential
clauses. In the contract in question, what was essential, as constituting its cause
and subject matter, is that the plaintiff was to furnish the defendant with the
beds which the latter might order, at the price stipulated, and that the
defendant was to pay the price in the manner stipulated. The price agreed
upon was the one determined by the plaintiff for the sale of these beds in Manila,
with a discount of from 20 to 25 per cent, according to their class. Payment was to
be made at the end of sixty days, or before, at the plaintiff's request, or in cash, if
the defendant so preferred, and in these last two cases an additional discount was
to be allowed for prompt payment. These are precisely the essential features of a
contract of purchase and sale. There was the obligation on the part of the
plaintiff to supply the beds, and, on the part of the defendant, to pay their
price. These features exclude the legal conception of an agency or order to
sell whereby the mandatory or agent received the thing to sell it, and does not pay
its price, but delivers to the principal the price he obtains from the sale of the thing
to a third person, and if he does not succeed in selling it, he returns it. By virtue of
the contract between the plaintiff and the defendant, the latter, on receiving the
beds, was necessarily obliged to pay their price within the term fixed, without any
other consideration and regardless as to whether he had or had not sold the beds.
It would be enough to hold, as we do, that the contract by and between the
defendant and the plaintiff is one of purchase and sale, in order to show
that it was not one made on the basis of a commission on sales, as the
plaintiff claims it was, for these contracts are incompatible with each
other. But, besides, examining the clauses of this contract, none of them is found
that substantially supports the plaintiff's contention. Not a single one of these
clauses necessarily conveys the idea of an agency. The words commission on sales
used in clause (A) of article 1 mean nothing else, as stated in the contract itself,
than a mere discount on the invoice price. The word agency, also used in articles 2
and 3, only expresses that the defendant was the only one that could sell the
plaintiff's beds in the Visayan Islands. With regard to the remaining clauses, the
least that can be said is that they are not incompatible with the contract of
purchase and sale.
Ernesto Vidal has stated the truth, his statement as to what was his idea
in contracting with the plaintiff is of no importance, inasmuch as the
agreements contained in Exhibit A which he claims to have drafted,
constitute, as we have said, a contract of purchase and sale, and not one
of commercial agency. This only means that Ernesto Vidal was mistaken in
his classification of the contract. But it must be understood that a contract
is what the law defines it to be, and not what it is called by the
contracting parties.
For the foregoing reasons, we are of opinion that the contract by and between
the plaintiff and the defendant was one of purchase and sale, and that the
obligations the breach of which is alleged as a cause of action are not imposed upon
the defendant, either by agreement or by law.
Facts:
This is an action for recovery of sum of money, based on alleged
negligence of the defendants.
In the afternoon of September 3, 1947, an automobile belonging to the plaintiff
Salvador Sison was brought by his son, Perlito Sison, to the gasoline and service
station at the corner of Marques de Comillas and Isaac Peral Streets, City of Manila,
Philippines, owned by the defendant The Shell Company of the Philippine Islands,
Limited, but operated by the defendant Porfirio de la Fuente, for the purpose of
having said car washed and greased for a consideration of P8.00. Said car was
insured against loss or damage by Firemen's Insurance Company of Newark, New
Jersey, and Commercial Casualty Insurance Company jointly for the sum of P10,000.
The job of washing and greasing was undertaken by defendant Porfirio de la Fuente
through his two employees, Alfonso M. Adriano, as greaseman and one surnamed
de los Reyes, a helper and washer. To perform the job the car was carefully and
centrally placed on the platform of the lifter in the gasoline and service station
aforementioned before raising up said platform to a height of about 5 feet and then
the servicing job was started. After more than one hour of washing and greasing,
the job was about to be completed except for an ungreased portion underneath the
vehicle which could not be reached by the greasemen. So, the lifter was lowered a
little by Alfonso M. Adriano and while doing so, the car for unknown reason
accidentally fell and suffered damage to the value of P1, 651.38.
The insurance companies after paying the sum of P1,651.38 for the damage and
charging the balance of P100.00 to Salvador Sison in accordance with the terms of
the insurance contract, have filed this action together with said Salvador Sison for
the recovery of the total amount of the damage from the defendants on the ground
of negligence.
The defendant Porfirio de la Fuente denied negligence in the operation of the lifter
in his separate answer and contended further that the accidental fall of the car was
caused by unforseen event.
The trial the Court dismissed the complaint. The plaintiffs appealed. The Court of
Appeals reversed the judgment and sentenced the defendant to pay the amount
sought to be recovered, legal interest and costs, as stated at the beginning of this
opinion.
Issue:
Whether or not the acts of De la Fuente as an employee/agent can bind
the company
Yes. De la Fuente was the operator of the station "by grace" of the
Defendant Company which could and did remove him as it pleased; that all
the equipments needed to operate the station was owned by the
Defendant Company which took charge of their proper care and maintenance,
despite the fact that they were loaned to him; that the Defendant company did not
leave the fixing of price for gasoline to De la Fuente; on the other hand, the
Defendant company had complete control thereof; and that Tiongson, the
sales representative of the Defendant Company, had supervision over De
la Fuente in the operation of the station, and in the sale of Defendant
Company's products therein. . . .
To determine the nature of a contract courts do not have or are not bound
to rely upon the name or title given it by the contracting parties, should
there be a controversy as to what they really had intended to enter into, but the
way the contracting parties do or perform their respective obligation stipulated or
agreed upon may be shown and inquired into, and should such performance
conflict with the name or title given the contract by the parties, the
former must prevail over the latter.
As the act of the agent or his employees acting within the scope of his
authority is the act of the principal, the breach of the undertaking by the
agent is one for which the principal is answerable. Moreover, the company
undertook to "answer and see to it that the equipments are in good running
order and usable condition;" and the Court of Appeals found that the Company's
mechanic failed to make a thorough check up of the hydraulic lifter and the check
up made by its mechanic was "merely routine" by raising "the lifter once or twice
and after observing that the operator was satisfactory, he (the mechanic) left the
place." The latter was negligent and the company must answer for the
negligent act of its mechanic which was the cause of the fall of the car
from the hydraulic lifter.
Facts:
Robert L. Weadock and James T. Walker, the petitioners, brought an action in the
Court of First Instance of Manila (civil case No. 6877, now pending in the said court)
against Arthur H. Merritt and Insular Trades, Inc. to compel defendants to render
an accounting of the profits in certain business transactions between
them, it being that said profits had been misapplied by defendants to their
own use.
Acting on plaintiffs' petition, Judge Potenciano Pecson issued a writ of
preliminary attachment, plaintiffs put up a bond, duly approved by the
court, in the amount of P150,000, and the sheriff of the City of Manila attached the
articles of personal property inventoried in Annex B.
On February 15, 1949, W. 0. Merritt, said to be a brother of defendant
Arthur H. Merritt, filed for and in behalf of Batangas Base R. Surplus
Company, an alleged California partnership not registered in the
Philippines, a third party claim for all or most of the attached property. As
a result of the filing of this third party claim, the sheriff required plaintiffs to put up a
bond in the sum of P551,425, said to be the value of the property attached, with the
warning that if they failed to post such bond he, sheriff, would deliver the said
property to the third party claimant.
Plaintiff's opposed the third party claim. On March 23, 1949, Judge Pecson
denied plaintiff's opposition and their motion to prohibit the sheriff from
releasing the property. It was at this stage of the case that plaintiffs filed, on May
31, the urgent ex-parte petition.
Issue:
Whether or not the Batangas Base R. Surplus Company has a claim with the
property
Held:
No. The third party claimant's affidavit, by reason of which he claimed the release of
the properties in question and on the strength of which the plaintiffs were required
to file a bond, states that "the affiant's right to the possession of said
personal property is derived from the fact that the attached properties
listed in Appendices A, B, and C have been purchased by the defendant
Insular Trades, Inc. with the funds money of the said partnership Batangas
Base R. Surplus Company and are therefore of the ownership of the said
partnership."
The interest which W. O. Meritt claims to have in the attached property does not
meet the requirements of section 14 of Rule 59, and should be ignored. He does
not allege that Insular Trades, Inc. used Batangas Base R. Surplus
Company's funds as the latter's agents or in the latter's name. The
allegations are more susceptible of the interpretation that Batangas Base
R. Surplus Company is a mere creditor of Insular Trades, Inc. It is not
inferable from these allegations that W. O. Meritt's interest, or the interest of the
partnership which he claims to present, constitute title to, or a lien on, the attached
property and entitles him or his principal to its possession.
GONZALO PUYAT & SONS, INC., petitioner, vs. ARCO AMUSEMENT COMPANY
(formerly known as Teatro Arco), respondent.
G.R. No. L-47538
Facts
In the year 1929, the "Teatro Arco", a corporation engaged in the business of
operating cinematographs. In 1930, its name was changed to Arco Amusement
Company. C. S. Salmon was the president, while A. B. Coulette was the business
manager. About the same time, Gonzalo Puyat & Sons, Inc., another corporation
acting as exclusive agents in the Philippines for the Starr Piano Company
of Richmond, Indiana, U.S. A. It would seem that this last company dealt in
cinematographer equipment and machinery, and the Arco Amusement Company
desiring to equipt its cinematograph with sound reproducing devices,
approached Gonzalo Puyat & Sons, Inc., and order sound reproducing
equipment from the Starr Piano Company and that the plaintiff would pay the
defendant, in addition to the price of the equipment, a 10 per cent
commission, plus all expenses, such as, freight, insurance, banking
charges, cables, etc. At the expense of the plaintiff, the defendant sent a
cable, Exhibit "3", to the Starr Piano Company, inquiring about the
equipment desired and making the said company to quote its price
without discount.
Sometime the following year another order for sound reproducing equipment was
placed by the plaintiff with the defendant, on the same terms as the first order. This
agreement say, that the plaintiff would pay for the equipment the amount of
$1,600, which was supposed to be the price quoted by the Starr Piano Company,
plus 10 per cent commission, plus all expenses incurred.
About three years later, the Arco Amusement Company discovered that the price
quoted to them by the defendant with regard to their two orders mentioned was not
the net price but rather the list price, and that the defendants had obtained a
discount from the Starr Piano Company.
The trial court held that the contract between the petitioner and the
respondent was one of outright purchase and sale, and absolved that
petitioner from the complaint. The appellate court, however, by a division of
four, with one justice dissenting held that the relation between
petitioner and respondent was that of agent and principal.
Issue:
Whether or not there was a contract of agency between plaintiff and
defendant
No. We sustain the theory of the trial court that the contract between the
petitioner and the respondent was one of purchase and sale, and not one
of agency, for the reasons now to be stated.
The respondent accepted the prices of $1,700 and $1,600, respectively, for the
sound reproducing equipment subject of its contract with the petitioner, are clear in
their terms and admit no other interpretation that the respondent in question at the
prices indicated which are fixed and determinate. The respondent admitted in its
complaint filed with the Court of First Instance of Manila that the petitioner
agreed to sell to it the first sound reproducing equipment and machinery.
The third paragraph of the respondent's cause of action states:
3. That on or about November 19, 1929, the herein plaintiff (respondent) and
defendant (petitioner) entered into an agreement, under and by virtue of which the
herein defendant was to secure from the United States, and sell and deliver to
the herein plaintiff, certain sound reproducing equipment and machinery, for
which the said defendant, under and by virtue of said agreement, was to receive the
actual cost price plus ten per cent (10%), and was also to be reimbursed for all out
of pocket expenses in connection with the purchase and delivery of such
equipment, such as costs of telegrams, freight, and similar expenses.
The plaintiff (respondent) might still legally hold the defendant (petitioner) to the
prices fixed of $1,700 and $1,600." This is incompatible with the pretended relation
of agency between the petitioner and the respondent, because in agency, the
agent is exempted from all liability in the discharge of his commission
provided he acts in accordance with the instructions received from his
principal (section 254, Code of Commerce), 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 (article 1729, Civil
Code).
In the second place, to hold the petitioner an agent of the respondent in the
purchase of equipment and machinery from the Starr Piano Company of Richmond,
Indiana, is incompatible with the admitted fact that the petitioner is the
exclusive agent of the same company in the Philippines. It is out of the
ordinary for one to be the agent of both the vendor and the purchaser. The
facts and circumstances indicated do not point to anything but plain ordinary
transaction where the respondent enters into a contract of purchase and
sale with the petitioner, the latter as exclusive agent of the Starr Piano
Company in the United States.
It follows that the petitioner as vendor is not bound to reimburse the
respondent 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. This is the very essence of commerce without which
merchants or middleman would not exist.
The respondent could not have secured this discount from the Starr Piano Company
and neither was the petitioner willing to waive that discount in favor of the
respondent. As a matter of fact, no reason is advanced by the respondent why the
petitioner should waive the 25 per cent discount granted it by the Starr Piano
Company in exchange for the 10 percent commission offered by the respondent.
Moreover, the petitioner was not duty bound to reveal the private
arrangement it had with the Starr Piano Company relative to such
discount to its prospective customers, and the respondent was not even
aware of such an arrangement. If the respondent later on discovers itself at the
short end of a bad bargain, it alone must bear the blame, and it cannot rescind the
contract, much less compel a reimbursement of the excess price, on that ground
alone. The respondent could not secure equipment and machinery manufactured by
the Starr Piano Company except from the petitioner alone; The fact that the
petitioner obtained more or less profit than the respondent calculated before
entering into the contract or reducing the price agreed upon between the petitioner
and the respondent. Not every concealment is fraud; and short of fraud, it were
better that, within certain limits, business acumen permit of the loosening of the
sleeves and of the sharpening of the intellect of men and women in the business
world.
Facts:
The plaintiff, DOMINGO DE LA CRUZ, hired as a special guard whose duties
were to guard the main entrance of the cine, to maintain peace and order
and to report the commission of disorders within the premises. Martin
attacked him with a bolo. De la Cruz defendant himself as best he could until he was
cornered, at which moment to save himself he shot the gate crasher, resulting in
the latter's death.
After trial, he was finally acquitted of the charge on January 31, 1948. In both
criminal cases De la Cruz employed a lawyer to defend him. He demanded from his
former employer reimbursement of his expenses but was refused, after which he
filed the present action against the movie corporation and the three members of its
board of directors. On the basis of the complaint and the answer filed by defendants
wherein they asked for the dismissal of the complaint, as well as the agreed
statement of facts, the Court of First Instance of Ilocos Norte after rejecting
the theory of the plaintiff that he was an agent of the defendants and that
as such agent he was entitled to reimbursement of the expenses incurred
by him in connection with the agency (Arts. 1709-1729 of the old Civil
Code), found that plaintiff had no cause of action and dismissed the complaint
without costs. De la Cruz appealed directly to this Tribunal for the reason that only
questions of law are involved in the appeal.
Issue:
Whether or not there was principal and agent between the parties.
Held:
No. We agree with the trial court that the relationship between the movie
corporation and the plaintiff was not that of principal and agent because the
principle of representation was in no way involved. Plaintiff was not employed to
represent the defendant corporation in its dealings with third parties. He
was a mere employee hired to perform a certain specific duty or task, that of acting
as 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.
KER & CO., LTD., petitioner, vs. JOSE B. LINGAD, as Acting Commissioner of Internal
Revenue, respondent.
G.R. No. L-20871
Facts:
It was shown that petitioner was assessed by the then Commissioner of Internal
Revenue Domingo the sum of P20,272.33 as the commercial broker's
percentage tax, surcharge, and compromise penalty for the period from
July 1, 1949 to December 31, 1953. There was a request on the part of
petitioner for the cancellation of such assessment, which request was turned down.
As a result, it filed a petition for review with the Court of Tax Appeals. In its answer,
the then Commissioner Domingo maintained his stand that petitioner should be
taxed in such amount as a commercial broker. In the decision now under review,
promulgated on October 19, 1962, the Court of Tax Appeals held petitioner
taxable except as to the compromise penalty of P500.00, the amount due
from it being fixed at P19,772.33.
Such liability arose from a contract of petitioner with the United States
Rubber International, the former being referred to as the Distributor and
the latter specifically designated as the Company.
Then came this crucial stipulation: "The Company shall from time to time consign to
the Distributor and the Distributor will receive, accept and/or hold upon
consignment the products specified under the terms of this agreement in such
quantities as in the judgment of the Company may be necessary for the successful
solicitation and maintenance of business in the territory, and the Distributor agrees
that responsibility for the final sole of all goods delivered shall rest with him.
All specifications for the goods ordered were subject to acceptance by the Company
with petitioner, as Distributor, required to accept such goods shipped as well as to
clear the same through customs and to arrange for delivery in its warehouse in
Cebu City. Moreover, orders are to be filled in whole or in part from the stocks
Hence its conclusion: "However, upon analysis of the contract, as a whole, together
with the actual conduct of the parties in respect thereto, we have arrived at the
conclusion that the relationship between them is one of brokerage or
agency." We find ourselves in agreement, notwithstanding the able brief filed on
behalf of petitioner by its counsel. As noted at the outset, we cannot heed
petitioner's plea for reversal.
According to the National Internal Revenue Code, a commercial broker "includes all
persons, other than importers, manufacturers, producers, or bona fide employees,
who, for compensation or profit, sell or bring about sales or purchases of
merchandise for other persons or bring proposed buyers and sellers together, or
negotiate freights or other business for owners of vessels or other means of
transportation, or for the shippers, or consignors or consignees of freight carried by
Facts:
Marcelina A. Escandor is a person engaged, under the name and style of Guardex
Enterprises, in the manufacture and sale of fire-fighting equipment and
occasionally, the building or fabrication of fire trucks; and Jumbee Orbeta a
"freelance" salesman. Orbeta wrote to Escandor inquiring about the amount of
commission for the sale of a fire truck. Escandor replied on the same day to advise
that it was P15,000.00 per unit. Four days later, Orbeta offered to look after (followup) Escandors pending proposal to sell a fire truck to Rubberworld, and asked for
P250.00 as representation expenses. Escandor agreed and gave him the money.
When no word was received by Escandor from Orbeta after three days, she herself
inquired in writing from Rubberworld about her offer of sale of a fire truck. Having
apparently received an encouraging response, Escandor sent Rubberworld a revised
price quotation some ten days later.
About seven months afterwards, Escandor herself finally concluded a contract with
Rubberworld for the latters purchase of a fire truck. The transaction was
consummated with the delivery of the truck and full payment thereof by
Rubberworld.
Orbeta suddenly reappeared and asked for his commission for the sale of the fire
truck to Rubberworld. Escandor refused, saying that he had had nothing to do with
the offer, negotiation and consummation of the sale.
Insisting that he was entitled to the commission, Orbeta filed a complaint against
Escandor with the Ministry of Labor. The Labor Arbiter agreed with him and rendered
judgment in his favor, on August 26, 1982. That judgment was affirmed by the
National Labor Relations Commission on December 29, 1983, on appeal taken by
Escandor. Hence, this petition for certiorari, to annul those judgments as having
been rendered with grave abuse of discretion if not indeed without or in excess of
jurisdiction.
It is claimed that an implied agency had been created between Escandor and
Orbeta on the basis of the following circumstances:
1) The alleged verbal authority given to him to offer a fire truck to Rubberworld;
2) the alleged written authority to sell the truck contained in a letter of Escandors dated
August 14, 1978;
3) Escandors having given Orbeta P250.00 as representation
expenses; and
4) Orbetas submission of a price quotation to
Rubberworld and his having arranged a meeting between Escandor and Rubberworlds
Purchasing Manager.
Issue:
Whether or not Orbeta is entitled to the 15,000 commission for the selling of the fire
truck
Held:
No. All that she consented to was for Orbeta to "follow up" that pending offer. In
truth, it does not even appear that on the strength of this "arrangement" vague
as it was Orbeta undertook the promised follow-up at all. He reported nothing of
his efforts or their fruits to Escandor. It was Escandor who, in the months that
followed her initial meeting with Orbeta, determinedly pushed the Rubberworld
deal. Orbeta was simply nowhere to be found. Furthermore, it seems fairly evident
that the "representation allowance" of P250 was meant to cover the expenses for
the "follow-up" offered by Orbeta an ambiguous fact which does not of itself
suggest the creation of an agency and is not at all inconsistent with the theory of its
absence in this case.
Even a finding that under these circumstances, an agency had indeed
been constituted will not save the day for Orbeta, because nothing in the
record tends to prove that he succeeded in carrying out its terms or even
as much as attempted to do so. The evidence in fact clearly indicates otherwise.
The terms of Escandors letter of August 14, 1978 assuming that it was indeed an
"authority to sell," as Orbeta insists are to the effect that entitlement to the
P15,000 commission is contingent on the purchase by a customer of a fire truck, the
implicit condition being that the agent would earn the commission if he was
instrumental in bringing the sale about. Orbeta certainly had nothing to do
with the sale of the fire truck, and is not therefore entitled to any
commission at all.
Furthermore, even if Orbeta is considered to have been Escandors agent for the
time he was supposed to "follow up" the offer to sell, such agency would have
been deemed revoked upon the resumption of direct negotiations between
Escandor and Rubberworld, Orbeta having in the meantime abandoned all
efforts (if indeed any were exerted) to secure the deal in Escandors
behalf.
It has of course already been stated at the outset that, given the sole issue raised
by the parties concededly from the cases inception (i.e., whether or not Orbeta is
Escandors agent as regards the sale of a fire truck to Rubberworld), the
competence to resolve the controversy did not pertain to either the Labor Arbiter or
the NLRC. The jurisdiction vested in them by the Labor Code extends, generally
speaking, only to cases arising from employer-employee relationships.
What has all along been at issue here, as advanced by the parties themselves and
as is evident from the facts, is the existence of a contract of agency not
employment or lease of services. It is indeed a puzzle how the fundamental
differences between the two altogether escaped not only the parties counsel in this
case but also the tribunals before which it had been brought. Nevertheless, since no
one has thought to question their authority even up to this late stage, as in fact all
the parties appear to have completely accepted the validity of their exercise of
jurisdiction over the case, the Court has opted, as already stated, to render
judgment on its merits and end the controversy once and for all.
WHEREFORE, the petition for certiorari is GRANTED, and the judgment of the
National Labor Relations Commission dated December 29, 1983, and that of the
Labor Arbiter dated August 26, 1982, are hereby REVERSED and SET ASIDE and
another one rendered dismissing respondent Jumbee Orbetas claim for unpaid
commissions
Facts:
On 15 January 1977, American Air an air carrier offering passenger and air cargo
transportation in the Philippines, and Orient Air, entered into a General Sales
Agency Agreement, whereby the former authorized the latter to act as its
exclusive general sales agent within the Philippines for the sale of air
passenger transportation. Pertinent provisions of the agreement are
reproduced, to wit:
On 11 May 1981, alleging that Orient Air had reneged on its obligations
under the Agreement by failing to promptly remit the net proceeds of
sales for the months of January to March 1981 in the amount of US
$254,400.40, American Air by itself undertook the collection of the
proceeds of tickets sold originally by Orient Air and terminated forthwith
the Agreement. Four (4) days later, or on 15 May 1981, American Air
instituted suit against Orient Air with the Court of First Instance of Manila,
Branch 24, for Accounting with Preliminary Attachment or Garnishment,
Mandatory Injunction and Restraining Order.
In its Answer with counterclaim said that the defendant contended that the
actions taken by American Air in the course of terminating the Agreement
as well as the termination itself were untenable, Orient Air claiming that
American Air's precipitous conduct had occassioned prejudice to its
business interests.
Finding that the record and the evidence substantiated the allegations of the
defendant, the trial court ruled in its favor, rendering a decision dated 16 July
1984, the dispositive portion of which reads:
"WHEREFORE, all the foregoing premises considered, judgment is hereby rendered
in favor of defendant and against plaintiff dismissing the complaint and holding
the termination made by the latter as affecting the GSA agreement illegal
and improper and order the plaintiff to reinstate defendant as its general
sales agent for passenger transportation in the Philippines.
On appeal, the Intermediate Appellate Court (now Court of Appeals) in a decision
affirmed the findings of the court a quo on their material points
Issue:
(1) Whether or not Orient Air is entitled to a commission based on the total
revenue of American Air.
(2) Whether or not the court may compel American Air to reinstate Orient Air to
its Agent
Held:
(1) Yes. It is a well settled legal principle that in the interpretation of a contract, the
entirety thereof must be taken into consideration to ascertain the
meaning of its provisions. The various stipulations in the contract must be read
together to give effect to all. After a careful examination of the records, the Court
finds merit in the contention of Orient Air that the Agreement, when
interpreted in accordance with the foregoing principles, entitles it to the
3% overriding commission based on total revenue, or as referred to by the
parties, "total flown revenue."
As the designated exclusive General Sales Agent of American Air, Orient Air was
responsible for the promotion and marketing of American Air's services for air
passenger transportation, and the solicitation of sales therefor. In return for such
efforts and services, Orient Air was to be paid commissions of two (2) kinds:
first, a sales agency commission, ranging from 7-8% of tariff fares and charges
from sales by Orient Air when made on American Air ticket stock; and second, an
overriding commission of 3% of tariff fares and charges for all sales of
passenger transportation over American Air services. It is immediately
observed that the precondition attached to the first type of commission does not
obtain for the second type of commissions. The latter type of commissions would
accrue for sales of American Air services made not on its ticket stock but on the
ticket stock of other air carriers sold by such carriers or other authorized ticketing
facilities or travel agents. To rule otherwise, i.e., to limit the basis of such overriding
commissions to sales from American Air ticket stock would erase any distinction
between the two (2) types of commissions and would lead to the absurd conclusion
that the parties had entered into a contract with meaningless provisions. Such an
interpretation must at all times be avoided with every effort exerted to harmonize
the entire Agreement.
An additional point before finally disposing of this issue. It is clear from the records
that American Air was the party responsible for the preparation of the Agreement.
Consequently, any ambiguity in this "contract of adhesion" is to be taken
"contra proferentem", i.e., construed against the party who caused the
ambiguity and could have avoided it by the exercise of a little more care.
Thus, Article 1377 of the Civil Code provides that the interpretation of obscure
words or stipulations in a contract shall not favor the party who caused the
obscurity. To put it differently, when several interpretations of a provision are
otherwise equally proper, that interpretation or construction is to be adopted which
is most favorable to the party in whose favor the provision was made and who did
not cause the ambiguity. We therefore agree with the respondent appellate court's
declaration that:
(2) No. By affirming this ruling of the trial court, respondent appellate court, in
effect, compels American Air to extend its personality to Orient Air. Such would be
violative of the principles and essence of agency, defined by law as a contract
whereby "a person binds himself to render some service or to do something
JOSE BORDADOR and LYDIA BORDADOR, petitioners, vs. BRIGIDA D. LUZ, ERNESTO
M. LUZ and NARCISO DEGANOS, respondents.
G.R. No. 130148.
Facts:
Petitioners were engaged in the business of purchase and sale of jewelry and
respondent Brigida D. Luz, also known as Aida D. Luz, was their regular customer.
On several occasions during the period from April 27, 1987 to September 4, 1987,
respondent Narciso Deganos, the brother of Brigida D. Luz, received several pieces
of gold and jewelry from petitioners amounting to P382,816.00. These items and
their prices were indicated in seventeen receipts covering the same. Eleven of the
receipts stated that they were received for a certain Evelyn Aquino, a niece of
Deganos, and the remaining six indicated that they were received for Brigida D. Luz.
Deganos was supposed to sell the items at a profit and thereafter remit the
proceeds and return the unsold items to petitioners. Deganos remitted only the sum
of P53,207.00. He neither paid the balance of the sales proceeds, nor did he return
any unsold item to petitioners. By January 1990, the total of his unpaid account to
petitioners, including interest, reached the sum of P725,463.98. Petitioners
eventually filed a complaint in the barangay court against Deganos to recover said
amount.
On June 25, 1990, petitioners instituted Civil Case No. 412-M-90 in the Regional Trial
Court of Malolos, Bulacan against Deganos and Brigida D. Luz for recovery of a sum
of money and damages, with an application for preliminary attachment. Ernesto Luz
was impleaded therein as the spouse of Brigida.
During the trial of the civil case, petitioners claimed that Deganos acted as the
agent of Brigida D. Luz when he received the subject items of jewelry and, because
he failed to pay for the same, Brigida, as principal, and her spouse are solidarily
liable with him therefor.
On the other hand, while Deganos admitted that he had an unpaid obligation to
petitioners, he claimed that the same was only in the sum of P382,816.00 and not
P725,463.98. He further asserted that it was he alone who was involved in the
transaction with the petitioners.
After trial, the court below found that it was petitioner Lydia Bordador who indicated
in the receipts that the items were received by Deganos for Evelyn Aquino and
Brigida D. Luz. Said court was persuaded that Brigida D. Luz was behind Deganos,
but because there was no memorandum to this effect, the agreement between the
parties was unenforceable under the Statute of Frauds. As stated at the outset,
petitioners appealed the judgment of the court a quo to the Court of Appeals
which affirmed said judgment.
Issue:
Whether or not Deganos was an agent of the Respondent Spouses
Held:
No. The evidence does not support the theory of petitioners that Deganos
was an agent of Brigida D. Luz and that the latter should consequently be
held solidarily liable with Deganos in his obligation to petitioners. While the
quoted statement in the findings of fact of the assailed appellate decision
mentioned that Deganos ostensibly acted as an agent of Brigida, the actual
conclusion and ruling of the Court of Appeals categorically stated that, (Brigida Luz)
never authorized her brother (Deganos) to act for and in her behalf in any
transaction with Petitioners x x x. [15] It is clear, therefore, that even assuming
arguendo that Deganos acted as an agent of Brigida, the latter never
authorized him to act on her behalf with regard to the transactions subject
of this case.
Art. 1868. By the contract of agency a person binds himself to render
some service or to do something in representation or on behalf of another,
with the consent or authority of the latter.
The basis for agency is representation. Here, there is no showing that Brigida
consented to the acts of Deganos or authorized him to act on her behalf,
much less with respect to the particular transactions involved. Petitioners attempt
to foist liability on respondent spouses through the supposed agency relation with
Deganos is groundless and ill-advised.
Besides, it was grossly and inexcusably negligent of petitioners to entrust
to Deganos, not once or twice but on at least six occasions as evidenced
by six receipts, several pieces of jewelry of substantial value without
requiring a written authorization from his alleged principal. A person dealing
with an
WHEREFORE, no error having been committed by the Court of Appeals in affirming
the judgment of the court a quo, its challenged decision and resolution are hereby
AFFIRMED and the instant petition is DENIED, with double costs against petitioners
SO ORDERED.
Facts:
Petitioner Alfred Hahn is a Filipino citizen doing business under the name and style
"Hahn-Manila." On the other hand, private respondent Bayerische Motoren Werke
Aktiengesellschaft (BMW) is a nonresident foreign corporation existing under the
laws of the former Federal Republic of Germany, with principal office at Munich,
Germany.
On March 7, 1967, petitioner executed in favor of private respondent a "Deed of
Assignment with Special Power of Attorney,"
On February 16, 1993, in a meeting with a BMW representative and the president of
Columbia Motors Corporation (CMC), Jose Alvarez, petitioner was informed that BMW
was arranging to grant the exclusive dealership of BMW cars and products to CMC,
which had expressed interest in acquiring the same.
On February 24, 1993, petitioner received confirmation of the information from BMW
which, in a letter, expressed dissatisfaction with various aspects of petitioner's
Issue:
Whether petitioner Alfred Hahn is the agent or distributor in the Philippines of
private respondent BMW.
Held:
Yes. Hahn claimed he took orders for BMW cars and transmitted them to BMW. Upon
receipt of the orders, BMW fixed the down payment and pricing charges, notified
Hahn of the scheduled production month for the orders, and reconfirmed the orders
by signing and returning to Hahn the acceptance sheets. Payment was made by
the buyer directly to BMW. Title to cars purchased passed directly to the
buyer and Hahn never paid for the purchase price of BMW cars sold in the
Philippines. Hahn was credited with a commission equal to 14% of the purchase
price upon the invoicing of a vehicle order by BMW. Upon confirmation in writing
that the vehicles had been registered in the Philippines and serviced by him, Hahn
received an additional 3% of the full purchase price. Hahn performed after-sale
services, including, warranty services, for which he received reimbursement from
BMW. All orders were on invoices and forms of BMW. These allegations were
substantially admitted by BMW which, in its petition for certiorari before the Court of
Appeal.
Contrary to the appellate court's conclusion, this arrangement shows an
agency. An agent receives a commission upon the successful conclusion of
a sale. On the other hand, a broker earns his pay merely by bringing the
buyer and the seller together, even if no sale is eventually made.
As to the service centers and showrooms which he said he had put up at his own
expense, Hahn said that he had to follow BMW specifications as exclusive dealer of
BMW in the Philippines. According to Hahn, BMW periodically inspected the service
centers to see to it that BMW standards were maintained. Indeed, it would seem
from BMW's letter to Hahn that it was for Hahn's alleged failure to maintain BMW
standards that BMW was terminating Hahn's dealership.
The fact that Hahn invested his own money to put up these service
centers and showrooms does not necessarily prove that he is not an agent
of BMW. For as already noted, there are facts in the record which suggest that
BMW exercised control over Hahn's activities as a dealer and made regular
inspections of Hahn's premises to enforce compliance with BMW standards and
specifications. For example, in its letter to Hahn dated February 23, 1996, BMW
stated:
This case fits into the mould of Communications Materials, Inc. v. Court of Appeals,
in which the foreign corporation entered into a "Representative Agreement" and a
"Licensing Agreement" with a domestic corporation, by virtue of which the latter
was appointed "exclusive representative" in the Philippines for a stipulated
commission. Pursuant to these contracts, the domestic corporation sold products
exported by the foreign corporation and put up a service center for the products
sold locally. This Court held that these acts constituted doing business in
the Philippines. The arrangement showed that the foreign corporation's
purpose was to penetrate the Philippine market and establish its presence
in the Philippines.
In addition, BMW held out private respondent Hahn as its exclusive distributor in the
Philippines, even as it announced in the Asian region that Hahn was the "official
BMW agent" in the Philippines.
The Court of Appeals also found that petitioner Alfred Hahn dealt in other products,
and not exclusively in BMW products, and, on this basis, ruled that Hahn was not an
agent of BMW. (p. 14) This finding is based entirely on allegations of BMW in its
motion to dismiss filed in the trial court and in its petition for certiorari before the
Court of Appeals.[14] But this allegation was denied by Hahn[15] and therefore the
Court of Appeals should not have cited it as if it were the fact.
WHEREFORE, the decision of the Court of Appeals is REVERSED and the case is
REMANDED to the trial court for further proceedings.
SO ORDERED.
Facts:
On May 23, 1974, private respondent Overland Express Lines, Inc. (lessee) entered
into a Contract of Lease with Option to Buy with petitioners (lessors) involving a
1,755.80 square meter parcel of land situated at corner MacArthur Highway and
South "H" Street, Diliman, Quezon City. The term of the lease was for one (1) year
commencing from May 16, 1974 up to May 15, 1975. During this period, private
respondent was granted an option to purchase for the amount of P3,000.00 per
square meter. Thereafter, the lease shall be on a per month basis with a monthly
rental of P3,000.00.
For failure of private respondent to pay the increased rental of P8,000.00 per month
effective June 1976, petitioners filed an action for ejectment on November 10, 1976
before Metropolitan Trial Court of Quezon City, Branch VIII.
The two cases were thereafter consolidated before the RTC of Quezon City, Branch
77. On April 28, 1989, a decision was rendered dismissing private respondent's
complaint in Civil Case No. Q-45541 (specific performance case) and denying its
motion for reconsideration in Civil Case No. 46487 (annulment of the ejectment
case). The motion for reconsideration of said decision was likewise denied.
On appeal, respondent Court of Appeals rendered a decision upholding the
jurisdiction of the City Court of Quezon City in the ejectment case. It also concluded
that there was a perfected contract of sale between the parties on the leased
premises and that pursuant to the option to buy agreement, private respondent had
acquired the rights of a vendee in a contract of sale. It opined that the payment by
private respondent of P300,000.00 on June 20, 1975 as partial payment for the
leased property, which petitioners accepted (through Alice A. Dizon) and for which
an official receipt was issued, was the operative act that gave rise to a perfected
contract of sale, and that for failure of petitioners to deny receipt thereof, private
respondent can therefore assume that Alice A. Dizon, acting as agent of petitioners,
was authorized by them to receive the money in their behalf.
Issue:
Whether or not Alice Dizon was an authorized agent of the petitioners to receive
payment from the respondents.
Held:
No. In an attempt to resurrect the lapsed option, private respondent gave
P300,000.00 to petitioners (thru Alice A. Dizon) on the erroneous presumption that
the said amount tendered would constitute a perfected contract of sale pursuant to
the contract of lease with option to buy. There was no valid consent by the
petitioners (as co-owners of the leased premises) on the supposed sale
entered into by Alice A. Dizon, as petitioners alleged agent, and private
respondent. The basis for agency is representation and a person dealing
with an agent is put upon inquiry and must discover upon his peril the
authority of the agent. As provided in Article 1868 of the New Civil Code, there
was no showing that petitioners consented to the act of Alice A. Dizon nor
authorized her to act on their behalf with regard to her transaction with
private respondent. The most prudent thing private respondent should have done
was to ascertain the extent of the authority of Alice A. Dizon. Being negligent
in this regard, private respondent cannot seek relief on the basis of a supposed
agency.
In Bacaltos Coal Mines vs. Court of Appeals, we explained the rule in dealing with an
agent:
Every person dealing with an agent is put upon inquiry and must discover
upon his peril the authority of the agent. If he does not make such inquiry,
he is chargeable with knowledge of the agents authority, and his
ignorance of that authority will not be any excuse. Persons dealing with an
assumed agent, whether the assumed agency be a general or special one, are
bound at their peril, if they would hold the principal, to ascertain not only the fact of
the agency but also the nature and extent of the authority, and in case either is
controverted, the burden of proof is upon them to establish it.
WHEREFORE, in view of the foregoing, both petitions are GRANTED. The decision
dated March 29, 1994 and the resolution dated October 19, 1995 in CA-G.R. CV No.
25153-54, as well as the decision dated December 11, 1995 and the resolution
dated April 23, 1997 in CA-G.R. SP No. 33113 of the Court of Appeals are hereby
REVERSED and SET ASIDE.
However, petitioners are ordered to REFUND to private respondent the amount of
P300,000.00 which they received through Alice A. Dizon on June 20, 1975.
Facts:
St. Therese Merchandising (hereafter STM) regularly bought sugar from petitioner
Victorias Milling Co., Inc., (VMC). In the course of their dealings, petitioner issued
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
October 16, 1989, SLDR No. 1214M covers 25,000 bags of sugar. Each bag
contained 50 kilograms and priced at P638.00 per bag as "per sales order VMC
Marketing No. 042 dated October 16, 1989." The transaction it covered was a
"direct sale." The SLDR also contains an additional note which reads: "subject for
(sic) availability of a (sic) stock at NAWACO (warehouse)."
On October 25, 1989, STM sold to private respondent 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 November 13, 1989 in
payment. That same day, CSC wrote petitioner that it had been authorized by STM
to withdraw the sugar covered by SLDR No. 1214M. Enclosed in the letter were a
copy of SLDR No. 1214M and a letter of authority from STM authorizing CSC "to
withdraw for and in our behalf the refined sugar covered by Shipping List/Delivery
Receipt-Refined Sugar (SDR) No. 1214 dated October 16, 1989 in the total quantity
of 25,000 bags."
Private respondent CSC surrendered SLDR No. 1214M to the petitioner's NAWACO
warehouse and was allowed to withdraw sugar. However, after 2,000 bags had been
released, petitioner refused to allow further withdrawals of sugar against SLDR No.
1214M. CSC then sent petitioner a letter dated January 23, 1990 informing it that
SLDR No. 1214M had been "sold and endorsed" to it but that it had been refused
further withdrawals of sugar from petitioner's warehouse despite the fact that only
2,000 bags had been withdrawn. CSC thus inquired when it would be allowed to
withdraw the remaining 23,000 bags.
On March 2, 1990, CSC sent petitioner a letter demanding the release of the
balance of 23,000 bags. Seven days later, petitioner reiterated that all the sugar
corresponding to the amount of STM's cleared 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 represented itself to be STM's agent as
it had withdrawn the 2,000 bags against SLDR No. 1214M "for and in
behalf" of STM
On April 27, 1990, CSC filed a complaint for specific performance, the Defendants
were Teresita Ng Sy and herein petitioner.
The Trial Court rendered a judgment in favor of the plaintiff and against defendant
Victorias Milling Company. On appeal the petitioner VMC argued that CSC was an
agent of STM and no capacity to sue against MVC. On February 24, 1994, the Court
of Appeals rendered its modifying the decision of the Trial Court but still held VMC
liable to CSC.
Issue:
Whether or not the defendants are agents of STM
Held:
No. The Civil Code defines a contract of agency as follows:
"Art. 1868. By the contract of agency a person binds himself to render some service
or to do something in representation or on behalf of another, with the consent or
authority of the latter."
It is clear from Article 1868 that the basis of agency is representation. On the part of
the principal, there must be an actual intention to appoint or an intention
naturally inferable from his words or actions; and on the part of the agent,
there must be an intention to accept the appointment and act on it, and in
the absence of such intent, there is generally no agency. One factor which
most clearly distinguishes agency from other legal concepts is control; one person the agent - agrees to act under the control or direction of another - the principal.
Indeed, the very word "agency" has come to connote control by the principal.
The control factor, more than any other, has caused the courts to put contracts
between principal and agent in a separate category. The Court of Appeals, in finding
that CSC, was not an agent of STM, opined:
"This Court has ruled that where the relation of agency is dependent upon the
acts of the parties, the law makes no presumption of agency, and it is
always a fact to be proved, with the burden of proof resting upon the
persons alleging the agency, to show not only the fact of its existence, but
also its nature and extent (Antonio vs. Enriquez [CA], 51 O.G. 3536]. Here,
defendant-appellant failed to sufficiently establish the existence of an agency
relation between plaintiff-appellee and STM. The fact alone that it (STM) had
authorized withdrawal of sugar by plaintiff-appellee "for and in our (STM's) behalf"
should not be eyed as pointing to the existence of an agency relation ...It should
be viewed in the context of all the circumstances obtaining. Although it
would seem STM represented plaintiff-appellee as being its agent by the use of the
phrase "for and in our (STM's) behalf" the matter was cleared when on 23 January
1990, plaintiff-appellee informed defendant-appellant that SLDFR No.
1214M had been "sold and endorsed" to it by STM. Further, plaintiff-appellee
has shown that the 25, 000 bags of sugar covered by the SLDR No. 1214M were sold
and transferred by STM to it ...A conclusion that there was a valid sale and transfer
to plaintiff-appellee may, therefore, be made thus capacitating plaintiff-appellee to
sue in its own name, without need of joining its imputed principal STM as coplaintiff."
In the instant case, it appears plain to us that private respondent CSC was a buyer
of the SLDFR form, and not an agent of STM. Private respondent CSC was not
subject to STM's control. The question of whether a contract is one of sale or
Facts:
Margarita Conde, Bernardo Conde and the petitioner Dominga Conde, as
heirs of Santiago Conde, sold with right of repurchase, within ten (10)
years from said date, a parcel of agricultural land located in Maghubas
Burauen Leyte, (Lot 840), with an approximate area of one (1) hectare, to
Casimira Pasagui, married to Pio Altera (hereinafter referred to as the Alteras),
for P165.00. The "Pacto de Retro Sale" further provided:
On 28 November 1945, private respondent Paciente Cordero, son-in-law of the
Alteras, signed a document in the Visayan dialect, the English translation of which
reads:
MEMORANDUM OF REPURCHASE OVER A PARCEL OF LAND SOLD WITH REPURCHASE
WHICH DOCUMENT GOT LOST
WE, PIO ALTERA and PACIENTE CORDERO, both of legal age, and residents of
Burauen Leyte, Philippines, after having been duly sworn to in accordance with law
free from threats and intimidation, do hereby depose and say:
5. Because it is about time to repurchase the land, I have allowed the
representative of Dominga Conde, Bernardo Conde and Margarita Conde in
the name of EUSEBIO AMARILLE to repurchase the same.
6. Now, this very day November 28, 1945, 1 or We have received together with
Paciente Cordero who is my son-in-law the amount of ONE HUNDRED SIXTY-FIVE
PESOS (P165. 00) Philippine Currency of legal tender which was the consideration
in that sale with the right of repurchase with respect to the two parcels of
land.
some other person could have a right to or interest in the property. It behooved
Ramon Conde and Catalina Conde to have looked into the right of redemption
inscribed on the title, and particularly the matter of possession, which, as also
admitted by them at the pre-trial, had been with petitioner since 1945.
Private respondent must be held bound by the clear terms of the Memorandum of
Repurchase that he had signed wherein he acknowledged the receipt of P165.00
and assumed the obligation to maintain the repurchasers in peaceful possession
should they be "disturbed by other persons". It was executed in the Visayan dialect
which he understood. He cannot now be allowed to dispute the same. "... If the
contract is plain and unequivocal in its terms he is ordinarily bound thereby. It is the
duty of every contracting party to learn and know its contents before he signs and
delivers it."
There is nothing in the document of repurchase to show that Paciente
Cordero had signed the same merely to indicate that he had no objection
to petitioner's right of repurchase. Besides, he would have had no personality
to object. To uphold his oral testimony on that point, would be a departure from the
parol evidence rule 5 and would defeat the purpose for which the doctrine is
intended.
WHEREFORE, the judgment of respondent Court of Appeals is hereby REVERSED
and SET ASIDE, and petitioner is hereby declared the owner of the disputed
property. If the original of OCT No. N-534 of the Province of Leyte is still extant at
the office of the Register of Deeds, then said official is hereby ordered to cancel the
same and, in lieu thereof, issue a new Transfer Certificate of Title in the name of
petitioner, Dominga Conde.
SO ORDERED.