I. NATURE, FORM AND KINDS OF AGENCY A.

Definition Orient Air Services and Hotel Reps v CA - Tats

FACTS: American Airlines and Orient Air Services and Hotel Representatives entered into a General Sales Agency Agreement whereby American authorized the latter to act as its exclusive general sales agent within the Philippines for the sale of air passenger transportation (services, solicit and promote passenger traffic, servicing and supervising agents etc.). It was stipulated that neither Orient nor its subagents perform services for any other air carrier similar to those to be performed hereunder for American without the prior written consent of American. Remittances- ticket stock or exchange orders LESS commissions. American will pay Orient sales agency commission and an overriding commission 3% of the tariff fares and charges for all sales of transportation over Americans service by Orient or its subagents. In case of default (remittance) American may terminate the agreement; otherwise either party may terminate without cause by giving 30 days notice. American alleged that Orient failed to promptly remit the net proceeds of sales terminated the Agreement filed suit for accounting with preliminary attachment or garnishment, mandatory injunction and restraining order. Orient denied allegations contending that after the application to the commission due it , plaintiff in fact still owed Orient a balance in unpaid overriding commissions. TC: in favor of Orient termination was illegal and improper- ORDERED PLAINTIFF TO REINSTATE DEFENDANT AS ITSGENERAL SALES AGENT. CA: affirmed TC with some modifications with respect to the monetary awards AMERICAN claims overriding commission should be based only on ticketed sales-to be entitled to the 3% overriding commission, the sale must be made by Orient Air and the sale must be done with the use of Americans ticket stocks ORIENT: contractual stipulation of 3% overriding commission covers the total revenue of American not merely from the ticketed sales ,invoking its designation as the EXCLUSIVE General sales agent of American ISSUE: extent of Orient Airs right to the 3% overriding commission HELD: basis should be TOTAL REVENUE (in favor of Orient) 2 commissions; a) sales agency commission; b) overriding commission of 3% of tariff fares and charges for all sales of passenger transportation over American air services. The latter type of commissions would accrue for sales of American 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 would erase any distinction between the 2 types of commissions - American air was the party responsible for the preparation of the agreement (contract of adhesion) Since the American was still obligated to Orient for the said commission, Orient was justified in refusing to remit the sums demanded. The termination was therefore WITHOUT cause and basis (AGENCY PART) Appellate court erred in ordering American air to reinstate the defendant as its general sales agent Compelling American to extend its personality to Orient would be violative of the principles and essence of AGENCY AGENCY- contract whereby "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 - In an agent-principal relationship, the personality of the principal is extended through the facility of the agent - The agent, by legal fiction, becomes the principal, authorized to perform all acts which the latter would have him do. Such a relationship can only be effected with the consent of the principal, which must not, in any way, be compelled by law or by any court

B. Elements Loadmasters Customs Services Inc v Glodel Brokerage Corp - Bianca G.R. No. 179446 January 10, 2011 LOADMASTERS CUSTOMS SERVICES, INC., Petitioner, vs. GLODEL BROKERAGE CORPORATION and R&B INSURANCE CORPORATION, Respondents. FACTS: On August 28, 2001, R&B Insurance issued Marine Policy in favor of Columbia to insure the shipment of 132 bundles of electric copper cathodes against All Risks. Columbia then engaged the services of Glodel for the release and withdrawal of the cargoes from the pier and the subsequent delivery to its warehouses/plants. Glodel, in turn, engaged the services of Loadmasters for the use of its delivery trucks to transport the cargoes to Columbias warehouses/plants in Bulacan and Valenzuela City. The goods were loaded on board twelve (12) trucks owned by Loadmasters. The cargoes in six truckloads for Lawang Bato were duly delivered in Columbias warehouses there. Of the six (6) trucks en route to Balagtas, Bulacan, however, only five (5) reached the destination. Later on, the missing truck, an Isuzu with Plate No. NSD-117, was recovered but without the copper cathodes. Because of this incident, R&B Insurance paid Columbia the amount ofP1,896,789.62 as insurance indemnity. R&B Insurance, thereafter, filed a complaint for damages against both Loadmasters and Glodel. RTC - Glodel liable for damages and dismissing Loadmasters counterclaim for damages and attorneys fees against R&B Insurance CA petitioner liable to respondent Glodel Brokerage Corporation (Glodel) in the amount of P1,896,789.62 representing the insurance indemnity which R&B Insurance Corporation (R&B Insurance) paid to the insured-consignee, Columbia Wire and Cable Corporation (Columbia).It also ruled that there exists a principal-agent relationship between Glodel and Loadmasters To totally exculpate itself from responsibility for the lost goods, Loadmasters argues that it cannot be considered an agent of Glodel because it never represented the latter in its dealings with the consignee. ISSUE: WON petitioner Loadmasters can be legally considered as an Agent of respondent Glodel?

HELD: NO. There exists no principal-agent relationship between Glodel and Loadmasters, as erroneously found by the CA. Article 1868 of the Civil Code provides: "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 elements of a contract of agency are: (1) consent, express or implied, of the parties to establish the relationship; (2) the object is the execution of a juridical act in relation to a third person; (3) the agent acts as a representative and not for himself; (4) the agent acts within the scope of his authority. Accordingly, there can be no contract of agency between the parties. Loadmasters never represented Glodel. Neither was it ever authorized to make such representation. It is a settled rule that the basis for agency is representation, that is, the agent acts for and on behalf of the principal on matters within the scope of his authority and said acts have the same legal effect as if they were personally executed by the principal. On the part of the principal, there must be an actual intention to appoint or an intention naturally inferable from his words or actions, while on the part of the agent, there must be an intention to accept the appointment and act on it. Such mutual intent is not obtaining in this case. WHEREFORE, judgment is rendered declaring petitioner Loadmasters Customs Services, Inc. and respondent Glodel Brokerage Corporation jointly and severally liable to respondent R&B Insurance Corporation for the insurance indemnity it paid to consignee Columbia Wire & Cable Corporation and ordering both parties to pay, jointly and severally, R&B Insurance Corporation a] the amount of P1,896,789.62 representing the insurance indemnity; b] the amount equivalent to ten (10%) percent thereof for attorneys fees; and c] the amount ofP22,427.18 for litigation expenses. Westmount Investment Corp v Amos Francia - Kris Soriamont Steamship Agencies Inc. & Ronas v Sprint Transport Services, & Papa - Miguel ACTION: Sprint filed for a complaint for a sum of money against Soriamont & Ronas SUBJECT OF DISPUTE:: ELA (EQUIPMENT LEASE AGREEMENT) >> Sprint alleges: It entered into a lease agreement for Equipment with Soriamont Sprint agreed to lease chassis units for the transport of container vans Thru authorization letters, Ronas (on behalf of Soriamont and PAPA TRUCKING SERVICES [PTS]) were able to withdraw 2 chassis units from the container yard of Sprint. Soriamont and Ronas failed to pay rental fees. Sprint was subsequently informed that the equipment was LOST Despite demands, Soriamont and Ronas failed to pay rental fees and failed to replace equipment. >> Soriamont and Ronas alleges: It was [PTS] who withdrew the equipment. Soriamont and Ronas filed a Third Party Complaint against [PTS], who failed to answer and thus

was declared in default RTC favored Sprint, held Soriamont liable CA found that the contract contained an AUTOMATIC RENEWAL CLAUSE Found that Soriamont authorized the withdrawal of [PTS] of the equipment Affirmed RTC decision ISSUE: Whether or not PTS is an agent of Soriamont? Soriamont is essentially challenging court findings that PTS withdrew the equipment as an agent of Soriamont. In effect, Soriamont is raising questions of fact which is NOT ALLOWED since Rule 45 -> only questions of law may be raised in a petition for review Evidence shows that the preponderance of evidence supports the existence of an agency relationship between Soriamont and PTS. The ELA explicitly authorized Soriamont to appoint a representative who shall withdraw and return the leased chassis units (which is PTS) Since the ELA was not shown to be terminated, its AUTOMATIC RENEWAL CLAUSE took effect pursuant to their contract. The settled rule is that persons dealing with an assumed agent are bound at their peril; and if they would hold the principal liable, they must ascertain not only the fact of agency, but also the nature and extent of authority, and in case either is controverted, the burden of proof is upon them to prove it. Sprint has successfully discharged this burden. Soriamont argues then argues that PTS is liable, since PTS acted beyond its authority as agent. Soriamont cites Article 1897 of the Civil Code, which provides:

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.

The burden falls upon Soriamont to prove that PTS acted in excess of its authority as agent, thus resulting in the loss of the equipment. To recall, the subject equipment was withdrawn and used by PTS with the authority of Soriamont. And for PTS to be personally liable, as agent, it is vital that Soriamont be able to prove that PTS damaged or lost the said equipment because it acted contrary to or in excess of the authority granted to it by Soriamont. As the Court of Appeals and the RTC found, however, Soriamont did not adduce any evidence at all to prove said allegation.

J. Phil Marine Inc. v NLRC - Cary Filipinas Life Assurance Co v Pedroso - Myta

FILIPINAS LIFE ASSURANCE COMPANY (now AYALA LIFE ASSURANCE, INC.), petitioner, vs. CLEMENTE N. PEDROSO, TERESITA O. PEDROSO and JENNIFER N. PALACIO thru her Attorney-in-Fact PONCIANO C. MARQUEZ, respondents. G.R. No. 159489 February 4, 2008

Doctrine: The general rule is that the principal is responsible for the acts of its agent done within the scope of its authority, and should bear the damage caused to third persons. When the agent exceeds his authority, the agent becomes personally liable for the damage. But even when the agent exceeds his authority, the principal is still solidarily liable together with the agent if the principal allowed the agent to act as though the agent had full powers. In other words, the acts of an agent beyond the scope of his authority do not bind the principal, unless the principal ratifies them, expressly or impliedly. Ratification in agency is the adoption or confirmation by one person of an act performed on his behalf by another without authority. Filipinas Life cannot profess ignorance of Valle's acts. Even if Valle's representations were beyond his authority as a debit/insurance agent, Filipinas Life thru Alcantara and Apetrior expressly and knowingly ratified Valle's acts. Facts: Respondent Teresita O. Pedroso is a policyholder of a 20-year endowment life insurance issued by petitioner Filipinas Life Assurance Company (Filipinas Life) thru her agent, Renato Valle. In 1977, Valle told Pedrosa that the Filipinas Life Escolta Office was holding a promotional investment program for policyholders. It was offering 8% prepaid interest a month for certain amounts deposited on a monthly basis. Enticed, she initially invested and issued a post-dated check for P10,000. In return, Valle issued Pedroso his personal check for P800 for the 8% prepaid interest and a Filipinas Life "Agent's Receipt". Subsequently, she called the Escolta office and talked to Francisco Alcantara, the administrative assistant, who referred her to the branch manager, Angel Apetrior. Pedroso inquired about the promotional investment and Apetrior confirmed that there was such a promotion. She was even told she could "push through with the check" she issued. Relying on the representations made by the petitioner's duly authorized representatives Apetrior and Alcantara, as well as having known agent Valle for quite some time, Pedroso waited for the maturity of her initial investment. A month after, her investment of P10,000 was returned to her after she made a written request for its refund. The formal written request, dated February 3, 1977, was written on an inter-office memorandum form of Filipinas Life prepared by Alcantara. To collect the amount, Pedroso personally went to the Escolta branch where Alcantara gave her the P10,000 in cash. After a second investment, she made 7 to 8 more investments in varying amounts, totaling P37,000 but at a lower rate of 5% prepaid interest a month. Upon maturity of Pedroso's subsequent investments, Valle would take back from Pedroso the corresponding yellow-colored agent's receipt he issued to the latter.

Pedroso told respondent Jennifer N. Palacio, also a Filipinas Life insurance policyholder, about the investment plan. Palacio made a total investment of P49,550 but at only 5% prepaid interest. However, when Pedroso tried to withdraw her investment, Valle did not want to return some P17,000 worth of it. Palacio also tried to withdraw hers, but Filipinas Life, despite demands, refused to return her money. With the assistance of their lawyer, they went to Filipinas Life Escolta Office to collect their respective investments, and to inquire why they had not seen Valle for quite some time. But their attempts were futile. Hence, respondents filed an action for the recovery of a sum of money. RTC held Filipinas Life and its co-defendants Valle, Apetrior and Alcantara jointly and solidarily liable to the respondents. On appeal, the Court of Appeals affirmed the trial court's ruling. Issue: Whether or not the Court of Appeals erred in holding petitioner and its co-defendants jointly and severally liable to the herein respondents? Held: NO. Filipinas Life, as the principal, is liable for obligations contracted by its agent Valle. 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 general rule is that the principal is responsible for the acts of its agent done within the scope of its authority, and should bear the damage caused to third persons. When the agent exceeds his authority, the agent becomes personally liable for the damage. But even when the agent exceeds his authority, the principal is still solidarily liable together with the agent if the principal allowed the agent to act as though the agent had full powers. In other words, the acts of an agent beyond the scope of his authority do not bind the principal, unless the principal ratifies them, expressly or impliedly. Ratification in agency is the adoption or confirmation by one person of an act performed on his behalf by another without authority. Filipinas Life cannot profess ignorance of Valle's acts. Even if Valle's representations were beyond his authority as a debit/insurance agent, Filipinas Life thru Alcantara and Apetrior expressly and knowingly ratified Valle's acts. It cannot even be denied that Filipinas Life benefited from the investments deposited by Valle in the account of Filipinas Life. Filipinas Life had clothed Valle with apparent authority; hence, it is now estopped to deny said authority. Innocent third persons should not be prejudiced if the principal failed to adopt the needed measures to prevent misrepresentation, much more so if the principal ratified his agent's acts beyond the latter's authority. The act of the agent is considered that of the principal itself. Qui per alium facit per seipsum facere videtur. "He who does a thing by an agent is considered as doing it himself."

Eurotech Industrial Technologies Inc v Cuizon - Baldr Facts: -Eurotech is engaged in the business of importation and distribution of various European

industrial equipments. it has as one of its customers impact systems sales which is a sole proprietorship owned by Erwin Cuizon -Eurotech sold impact systems various products amounting to P91,338, Cuizons sought to buy from Eurotech 1 unit of sludge pump valued at P250,000 with Cuizons making a downpayment of P50,000. When the sludge pump arrived from the United Kingdom, Eurotech refused to deliver the same 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 365,135. 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 excluding interests. -Edwin Cuizon alleged that he is not a real party in interest in this case. according to him, he was acting as a 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. issue: whether or not sales manager of a sale proprietorship acting within the scope of his authority is liable with the principal in case the latter breaches his obligation to another. Held: No. An agent who acts as such, is not personally liable to the party with whom he contracts. (Art. 1897, NCC). As manager, his position is unique in that it presupposes the grant of broad powers within which to conduct the business of the principal. The powers of an agent are particularly broad in the case of one acting as a general agent or manager; such a position presupposes a degreeof confidence reposed and investiture with liberal powers for the exercise of judgment and discretion in transactions and concerns which are incidental or appurtenant to the business entrusted to his care and management. In the absence of an agreement to the contrary, a managing agent may enter into any contracts that he deems reasonably necessary or requisite for the protection of the interests of his principal entrusted to his management. The agent acted within the scope of his authority. Had he not done so, the business of the principal would have been adversely affected and he would have violated his fiduciary relation with his principal. The first part of 1897 declares that the principal is liable in cases when the agent acted within the bounds of his authority. Under this, the agent is completely absolved of any liability. The second part of the said provision presents the situations when the agent himself becomes liable to a third party when he expressly binds himself or he exceeds the limits of his authority without giving notice of his powers to the third person. However, it must be pointed out that in case of excess of authority by the agent, like what petitioner claims exists here, the law does not say that a third person can recover from both the principal and the agent.

Tan v GVT Engineering Services - Pat FACTS: On October 18, 1989, the spouses George and Susan Tan (spouses Tan) entered into a contract with GVT Engineering Services through its owner/manager Gerino Tactaquin (Tactaquin) for the

construction of their residential house. The contract price was P1.7M. Since the spouses Tan have no knowledge about building construction, they hired the services of Engineer Cadag to supervise the said construction. In the course of the construction, the spouses Tan caused several changes in the plans and specifications and ordered the deletion of some items in GVTs scope of work. This brought about differences between the spouses Tan and Cadag, on one hand, and Tactaquin, on the other. Subsequently, GVT stopped the construction of the subject house. GVT filed a complaint for specific performance and damages against the spouses Tan and Cadag with the RTC of Quezon City. It contends by reason of the changes in the plans and specifications, it was forced to borrow money from third persons at exorbitant interest. Several portions of their contract were deleted but only to be awarded later to other contractors. It avers that it suffered tremendous delay in the completion of the project brought about by the spouses Tans delay in the delivery of construction materials on the jobsite. It also prays for damages. Trial Court decided in favor of GVT and likewise found that Cadag was jointly and severally liable with the Sps Tan. CA modified the RTC decision by dismissing the case against Cadag. Judgment was affirmed in all other aspects. ISSUE: Whether Cadag should also be held liable with the petitioners.

RULING: No. Cadag was employed by the spouses Tan to supervise the construction of their house. Acting as such, his role is merely that of an agent. The essence of agency being the representation of another, it is evident that the obligations contracted are for and on behalf of the principal. A consequence of this representation is the liability of the principal for the acts of his agent performed within the limits of his authority that is equivalent to the performance by the principal himself who should answer therefor. In the present case, since there is neither allegation nor evidence that Cadag exceeded his authority, all his acts are considered as those of his principal, the spouses Tan, who are, therefore, the ones answerable for such acts.
Doles v Angeles - Jen Apex Mining Co Inc v Southeast Mindanao Gold Mining Corp et al - Civ Litonjua v Eternit Corp et al - Mike Cruz Amon Trading Corp v CA - Leandro Facts: Lines & Spaces, represented by Eleanor Bahia Sanchez, order from petitioner Amon Trading Corporation, and from Juliana Marketing bags of cement for Tri-Reality development and construction, but it found out that both cannot deliver all its balance and refunded the amount of undelivered bags of cement to Lines and Spaces in representation of Eleanor Sanchez, but Sanchez had already fled abroad, private respondent filed this case for sum of money against petitioners and Lines & Spaces. Regional Trial Court of Quezon City, found Lines & Spaces solely liable to private respondent and absolved petitioners of any liability. Tri-Realty partially appealed from the trial courts decision absolving Amon Trading Corporation and Juliana Marketing of any liability to TriRealty. In the presently assailed Decision, the Court of Appeals reversed the decision of the trial

court and held petitioners Amon Trading Corporation and Juliana Marketing to be jointly and severally liable with Lines & Spaces for the undelivered bags of cement. Issue: Whether or not Lines & Spaces is the Tri-realtys agent Held: No contract of agency between Tri-realty and Lines & Spaces, but rather a supplier for the latters cement needs. All the quibbling about whether Lines & Spaces acted as agent of private respondent is inane because Amon took orders from Eleanor Sanchez who, after all, was the one who paid them the managers checks for the purchase of cement. Sanchez represented herself to be from Lines & Spaces/Tri-Realty, purportedly a single entity. Amon didnt knew that Lines space and tri-realty is a separate entity. Since line space is not agent of tri-realty, no vinculum could be said to exist between amon and tri-realty. Therefore Lines & Spaces solely liable to private tri-realty.

Yu Eng Cho v Pan American World Airways Inc - Jean

Facts: Plaintiff Yu Eng Cho is the owner of Young Hardware Co. and Achilles Marketing. He was bound to travel to Fairfield, New Jersey, U.S.A. to buy two (2) lines of infrared heating system processing textured plastic article. He booked his tickets through defendant Claudia Tagunicar as agent of defendant Tourist World Services, Inc. (TWSI). She confirmed two round-trip Pan-Am tickets and said flights were okay through defendant Julieta Canilao contact of Claudia Tagunicar. Before said connecting flight in Tokyo to USA, plaintiff's son tried confirming said flight with Pan Am. He got through his flights from Manila to Hongkong, then to Tokyo. Plaintiff got bumped off from flight 002 bound to San Francisco when he was in Tokyo. With only 72 hours allowed stay in Tokyo, plaintiff returned in Manila with no other flight options, and thus failing to make purchase of equipments which was later on canceled for failure of plaintiff to go to San Francisco. A complaint for damages was filed by petitioners against private respondents Pan American World Airways, Inc.(Pan Am), Tourist World Services, Inc. (TWSI), Julieta Canilao (Canilao), and Claudia Tagunicar (Tagunicar) for expenses allegedly incurred such as costs of tickets and hotel accommodations when petitioners were compelled to stay in Hongkong and then in Tokyo by reason of the nonconfirmation of their booking with Pan-Am. Regional Trial Court of Manila, Branch 3, held the defendants jointly and severally liable, except defendant Julieta Canilao. Pan Am and Tagunicar appealed to the Court of Appeals. Appellate court rendered judgment modifying the amount of damages awarded, holding private respondent Tagunicar solely liable therefor, and absolving respondents Pan Am and TWSI from any and all liability. Court found that Tagunicar is an independent travel solicitor and is not a duly authorized agent or representative of either Pan Am or TWSI. It held that their business transactions are not sufficient to consider Pan Am as the principal, and

Tagunicar and TWSI as its agent and sub-agent, respectively. It further held that Tagunicar was not authorized to confirm the bookings of, nor issue validation stickers to, herein petitioners and hence, Pan Am and TWSI cannot be held responsible for her actions. Issue: 1.) Is Tagunicar sub-agent of TWSI while TWSI is a duly authorized ticketing agent of Pan Am? No. 2.) TWSI is its duly authorized agent, and respondent Tagunicar is an agent of TWSI, then Pan Am should also be held responsible for the acts of respondent Tagunicar? No. Ruling: 1. 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 elements of agency are: (1) consent, express or implied, of the parties to establish the relationship; (2) the object is the execution of a juridical act in relation to a third person; (3) the agent acts as a representative and not for himself; (4) the agent acts within the scope of his authority. It is a settled rule that persons dealing with an assumed agent are bound at their peril, if they would hold the principal liable, to ascertain not only the fact of agency but also the nature and extent of authority, and in case either is controverted, the burden of proof is upon them to establish it. The transaction is simply a contract of sale wherein Tagunicar buys airline tickets from TWSI and then sells it at a premium to her clients. 2. Pan Am is not liable only Tagunicar. Sarreal, Sr. v. Japan Airlines Co., Ltd., was held not liable for damages where the passenger was not allowed to board the plane because his ticket had not been confirmed. We ruled that "[t]he stub that the lady employee put on the petitioners ticket showed among other coded items, under the column "status" the letters "RQ" which was understood to mean "Request." Clearly, this does not mean a confirmation but only a request. JAL Traffic Supervisor explained that it would have been different if what was written on the stub were the letter "ok" in which case the petitioner would have been assured of a seat on said flight. But in this case, the petitioner was more of a wait-listed passenger than a regularly booked passenger." In the case at bar, petitioners ticket were on "RQ" status. They were not confirmed passengers and their names were not listed in the passenger manifest. In other words, this is not a case where Pan Am bound itself to transport petitioners and thereafter reneged on its obligation. Hence, respondent airline cannot be held liable for damages. Respondent Tagunicar should be liable for having acted in bad faith in misrepresenting to petitioners that their tickets have been confirmed. Her culpability, however, was properly mitigated. Petitioner Yu Eng Cho testified that he repeatedly tried to follow up on the confirmation of their tickets with Pan Am because he doubted the confirmation made by respondent Tagunicar. This is clear proof that petitioners knew that they might be bumped off at Tokyo when they decided to proceed with the trip. Aware of this risk, petitioners exerted efforts to confirm their tickets in Manila, then in Hongkong, and finally in Tokyo.

Rallos v Felix Go Chan v Sons Realty Corp - Tats

FACTS: Concepcion and Gerundia both surnamed Rallos were sisters and registered co-owners of a parcel of land. The sisters executed a SPECIAL POWER OF ATTORNEY in favor of their brother, Simeon Rallos, authorizing him to sell for and in their behalf the said lot. March 3, 1955 Concepcion Rallos died September 12, 1955, Simeon sold the lot to Felix Go Chan- deed registered in the Registry of Deeds and TCT was issued in the name of Felix Go Chan. Ramon Rallos, administrator of the Intestate estate of Concepcion filed a complaint praying that the sale be declared UNENFORCEABLE and the share of Concepcion in the lot be reconveyed to her estate and that TCT in the name of Felix Go Chan be cancelled and a new one be issued in the name of the corporation and the Intestate estate of Concepcion TC: in favor of Ramon deed of sale declared null and void insofar as the share of Concepcion, and ordered Register of Deeds to issue new TCT in the name of corporation and estate. CA: in favor of Felix Go Chan sales is VALID ISSUE: what is the legal effect of an act performed by an agent AFTER the death of his principal? Is the sale valid? HELD: NO No one may contract in the name of another without being authorized by the latter, or unless he has by law a right to represent him. A contract entered into in the name of another by one who has no authority or the legal representation or who has acted beyond his powers, shall be unenforceable, unless it is ratified, expressly or impliedly, by the person on whose behalf it has been executed, before it is revoked by the other contracting party.

C. Parties to the Contract i. Principal a. Disclosed Comm. Bank & Trust Co v Republic Armored Car Services - Bianca G.R. Nos. L-18223 and L-18224 September 30, 1963 COMMERCIAL BANK & TRUST COMPANY OF THE PHILIPPINES, plaintiff-appellee, vs. REPUBLIC ARMORED CAR SERVICE CORPORATION and DAMASO PEREZ, ET AL., defendants-appellants. ***eto na ung buong case, maiksi lang talaga.. Defendant-appellant Damaso Perez has presented a motion for new trial on the ground of newly discovered evidence. It is claimed that movant was not aware of the nature of the power of attorney that Ramon Racelis used, purportedly signed by him, to secure the loans for the Republic Armored Car Service Corporation and the Republic Credit Corporation. In the motion it is claimed that a photostatic copy of the power of attorney used by Ramon Racelis was presented at the trial. This photostatic copy or a copy thereof has not been submitted to us, for this reason We cannot rule upon his claim and contention that Ramon Racelis had no authority to bind the movant as surety for the loans obtained from the appellee Commercial Bank & Trust Company. Not having before Us the supposed photostatic copy of the power of attorney used to secure the loans, there is no reason for Us to rule, in accordance with his contention, that

Racelis exceeded his authority in securing the loans subject of the present actions. The motion for reconsideration, however, presents a copy of a power of attorney purportedly executed by movant on October 22, 1952. It is not expressly mentioned that this is the precise power of attorney that Ramon Racelis Utilized to secure the loans the collection of which is sought in these cases. But assuming, for the sake of argument, that the said power of attorney incorporated in the motion for reconsideration was the one used to obtain the loans. We find that the movant's contention has no merit. In accordance with the document, Racelis was authorized to negotiate for a loan or various loans .. with other being institution, financing corporation, insurance companies or investment corporations, in such sum or sums, aforesaid Attorney-in-fact Mr. Ramon Racelis, may deem proper and convenient to my interests, ... and to execute any and all documents he deems requisite and necessary in order to obtain such loans, always having in mind best interest; ... We hold that this general power attorney to secure loans from any banking institute was sufficient authority for Ramon Racelis to obtain the credits subject of the present suits. It will be noted furthermore that Racelis, as agent Damaso Perez, executed the documents evidencing the loans signing the same "Damaso Perez by Ramon Racelis," and in the said contracts Damaso Perez agreed jointly and severally to be responsible for the loans. As the document as signed makes Perez jointly and severally responsible, there is no merit in the contention that Perez was only being held liable as a guarantor.
1awphl.nt

Furthermore, the promissory notes evidencing the loan are attached to the complaint in G.R. Nos. L-182 and L-18224. If the movant Perez claims that Raceli had no authority to execute the said promissory notes, the authenticity of said documents should have been specifically denied under oath in defendant's answers in the lower court. This was done; consequently Perez could not and may not now claim that his agent did not have authority to execute the loan agreements. Motion for new trial is denied. b. Undisclosed Philippine Charter Insurance Corp v Explorer Maritime Co - Kris Maritime Agencies & Securities v CA - Miguel Goldstar Mining v Lim-Jimena - Cary ii. Agent iii. Sub-Agent Lorca v Dineros - Myta LORETO LORCA, plaintiff-appellant, vs. JOSE S. DINEROS, defendant-appellee. G.R. No. L-10919 February 28, 1958

Doctrine: The Sheriff is liable to third persons on the acts of his deputy, in the same manner that the principal is responsible for the acts of his agent, that is why he is required to post a bond for "the benefit of whom it may concern," (Section 330, Revised Administrative Code) for instance the owners of property unlawfully sold by him on execution. Facts: Pursuant to a writ of execution issued in Civil Case, "Rosario Suero vs. Jose Morata", Jose S. Dineros as Deputy Sheriff and in the name of the Sheriff sold at public auction to Jose Bermejo and Rosario Suero the property attached, disregarding the third-party claim of Loreto Lorca who asserted ownership over said property. This suit for damages is the result of said auction sale. Defendant, in his answer, denied liability, pointing out, that he had merely acted for and on behalf of Provincial Sheriff, Cipriano Cabaluna. Issue: Whether or not the action for damages against Deputy Sheriff Jose S. Dineros was correctly dismissed, on the ground that it is the Sheriff who is responsible, if at all not Deputy Sheriff Jose S. Dineros? Held: YES. It is clear from the certificate of sale attached to the complaint as Annex C that Dineros acted all the time in the name of the Ex-Officio Provincial Sheriff of Iloilo; and no allegations of misfeasance are made. The Sheriff is liable to third persons on the acts of his deputy, in the same manner that the principal is responsible for the acts of his agent, that is why he is required to post a bond for "the benefit of whom it may concern," (Section 330, Revised Administrative Code). Judgment affirmed, with costs against appellant.

Virgie Serona v CA - Baldr Facts: -Leonida Quilatan delivered pieces of jewelry to Virgie Serona to be sold on commission basis. By oral agreement of the parties, petitioner shall remit payment or return the pieces of jewelry if not sold to Quilitan, both within 30 days from receipt of the items. -upon petitioners failure to pay, Quilitan required her to execute an acknowledgment receipt indication their agreement and the total amount due. -unknown to Quilatan, Serona had earlier entrusted the jewelry to one Marichu Labrador for the latter to sell on commission basis. -Serona was not able to collect payment from Labrador, which caused her to likewise fail to pay her obligation to Quilatan. -After demand, Quilatan filed a complaint with the prosecutor and s\Serona was charged with Estafa. the trial court found her guilty. Issue: W/N Serona committed the crime of Estafa through conversion of or misapproriation by delivering the jewelry to a sub-agent for sale on commission basis Held:

No. the law on agency under our jurisdiction allows the appointment by an agent of a substitute or sub-agent in the absence of an express agreement to the contrary between agent and principal. In the case at bar, the appointment of Labrador as Petitioners sub-agent was not expressly prohibited by Quitalan in the acknowledgment receipt. neither does it appear that Serona was verbally forbidden by Quitalan from passing on the jewelry to another person before the acknowledgment receipt was executed or at any other time. thus, it cannot be said that Seronas act of entrusting the jewelry to Labrador is characterized by abuse of confidence because such an act was not proscribed and is, in fact, legally sanctioned. D. Capacity of Principal Santos v Buenconsejo - Pat

FACTS: 1. Petitioner Jose A. Santos y Diaz seeks the reversal of an order of the Court of First Instance of Albay, denying his petition: a.Cancellation of original certificate of title No. RO-3848 (25322), issued in the name of Anatolio Buenconsejo, Lorenzo Bon and Santiago Bon, and covering Lot No. 1917 of the Cadastral Survey of Tabaco, Albay, and b.Issuance in lieu thereof, of a separate transfer certificate of title in his name. 2. Lot No. 1917 covered by Original Certificate of Title No. RO-3848 (25322) was originally owned in common by Anatolio Buenconsejo to the extent of undivided portion and Lorenzo Bon and Santiago Bon to the extent of the other (Exh. B) 3. Anatolio Buenconsejo's rights, interests and participation over the portion abovementioned were by a Certificate of Sale executed by the Provincial Sheriff of Albay, transferred and conveyed to Atty. Tecla San Andres Ziga, awardee in the corresponding auction sale conducted by said Sheriff 4. By a certificate of redemption issued by the Provincial Sheriff of Albay, the rights, interest, claim and/or or participation which Atty. Tecla San Andres Ziga may have acquired over the property in question by reason of the aforementioned auction sale award, were transferred and conveyed to the herein petitioner in his capacity as Attorney-in-fact of the children of Anatolio Buenconsejo, namely, Anastacio Buenconsejo, Elena Buenconsejo and Azucena Buenconsejo (Exh. C). 5. Petitioner Santos had redeemed the aforementioned share of Anatolio Buenconsejo, upon the authority of a special power of attorney executed in his favor by the children of Anatolio Buenconsejo. 6. Relying upon this power of attorney and redemption made by him, Santos now claims to have acquired the share of Anatolio Buenconsejo in the aforementioned Lot No.

1917; 7. As the alleged present owner of said share, Santos caused a subdivision plan of said Lot No. 1917 to be made, in which the portion he claims as his share thereof has been marked as Lot No. 1917-A; and that he wants said subdivision at No. 1917-A to be segregated from Lot No. 1917 and a certificate of title issued in his name exclusively for said subdivision Lot No. 1917-A. 8.Lower court: ruled in favor of the respondents. ISSUE: Whether or not petitioner Santos claim that he has acquired the share of Anatolio Buenconsejo in Lot No. 1917 relying upon a power of attorney and redemption made by him is tenable? RULING: No! SC affirmed the lower courts decision that pe titioner's claim is clearly untenable, for three reasons: a.Said special power of attorney authorized him to act on behalf of the children of Anatolio Buenconsejo, and, hence, it could not have possibly vested in him any property right in his own name; ( b. The children of Anatolio Buenconsejo had no authority to execute said power of attorney, because their father is still alive and, in fact, he and his wife opposed the petition of Santos; c. In consequence of said power of attorney (if valid) and redemption, Santos could have acquired no more than the share pro indiviso of Anatolio Buenconsejo in Lot No. 1917, so that petitioner cannot without the conformity of the other co-owners (Lorenzo and Santiago Bon), or a judicial decree of partition issued pursuant to the provisions of Rule 69 of the new Rules of Court (Rule 71 of the old Rules of Court) which have not been followed By Santos adjudicate to himself in fee simple a determinate portion of said Lot No. 1917, as his share therein, to the exclusion of the other co-owners. Inasmuch as the appeal is patently devoid of merit, the order appealed from is hereby affirmed, with treble cost against petitioner-appellant Jose A. Santos y Diaz. It is so ordered.

E. Capacity of Agent F. Distinctions from Other Contracts i. Lease of Services or Employment Cesar Lirio, doing business under the name Celkor Ad Sonicmix v Genovia - Jen summary Studio manager + composer. Genovia was terminated because he did not agree with the small compensation schemeproposed by Lirio. The court held that they have an employer-employee relationship and that LA & CA is correct Genovia was illegally dismissed

facts of the case - July 9, 2002: Respondent Genovia filed a complaint against Petitioner Lirio and/or Celkor Ad Sonicmix Recording Studio for illegal dismissal, non-payment of commission and award of moral and exemplary damages.- In his Position Paper, respondent Genovia alleged, among others, that on August 15, 2001, he was hired as studio manager by petitioner Lirio. He was employed to manage and operate Celkor and to promote and sell the recording studio's services to music enthusiasts and other prospective clients. He received a monthly salary of P7k. They also agreed that he was entitled to an additional commission of P100 per hour as recording technician whenever a client uses the studio for recording, editing or any related work. - Respondent stated that a few days after he started working as a studio manager, petitioner approached him and told him about his project to produce an album for his 15y.o. daughter, Celine Mei Lirio, a former talent of ABS-CBN Star Records. Petitioner asked respondent to compose and arrange songs for Celine and promised that he (Lirio) would draft a contract to assure respondent of his compensation for such services. As agreed upon, the additional services that respondent would render included composing and arranging musical scores only, while the technical aspect in producing the album, such as digital editing, mixing and sound engineering would be performed by respondent in his capacity as studio manager for which he was paid on a monthly basis. Respondent then started making the album. - Genovia alleged that before the end of Sept 2001, he reminded petitioner about his compensation as composer and arranger of the album. Petitioner verbally assured him that he would be duly compensated. On Feb 26, 2002 (after the carrier single was already aired in over the radio on Feb 22), respondent again reminded petitioner about the contract on his compensation as composer and arranger of the album. Petitioner told respondent that since he was practically a nobody and had proven nothing yet in the music industry, respondent did not deserve a high compensation, and he should be thankful that he was given a job tofeed his family (kapal ng mukha!). Petitioner informed respondent that he was entitled only to 20% of the net profit, and not of the gross sales of the album, and that the salaries he received and would continue to receive as studio manager of Celkor would bededucted from the said 20% net profit share - Respondent objected and insisted that he be properly compensated. On March 14, 2002, petitioner verbally terminated respondents services, and he was instructed not to report for work. Respondent asserts that he was illegally dismissed as he was terminated without any valid grounds, and no hearing was conducted before he was terminated, in violation of his constitutional right to due process. Having worked for more than six months, he was already a regular employee. Although he was a so called studio manager, he had no managerial powers, but was merely an ordinary employee. -Respondents evidence consisted of the Payroll dated July 31, 2001 to March 15, 2002, which was certified correct by petitioner, and Petty Cash Vouchers evidencing receipt of payroll payments by respondent from Celkor.- LA: Genovia is illegally dismissed. NLRC: reversed. CA: reversed and reinstated LA decision. Lirio stated in his Position Paper that respondent was nothired as studio manager, composer, technician or as an employee in any other capacity of Celkor. Respondent could not have been

hired as astudio manager, since the recording studio has no personnel except petitioner. He decided to produce an album for his daughter and established are cording studio, which he named Celkor Ad Sonicmix Recording Studio. He looked for a composer/arranger who would compose the songs for the said album found Genovia. Respondent verbally agreed with petitioner to co-produce the album based on the following terms and conditions: (1) petitioner shall provide all the financing, equipment and recording studio; (2) Celine Mei Lirio shall sing all the songs; (3)respondent shall act as composer and arranger of all the lyrics and the music of the five songs he already composed and the revival songs; (4)petitioner shall have exclusive right to market the album; (5) petitioner was entitled to 60% of the net profit, while respondent and Celine Mei Lirio were each entitled to 20% of the net profit; and (6) respondent shall be entitled to draw advances of P7,000.00 a month, which shall bedeductible from his share of the net profits and only until such time that the album has been produced. Petitioner asserted that from the aforesaid terms and conditions, his relationship with respondent is one of an informal partnership under Article 1767 of NCC, since they agreed to contribute money, property or industry to a common fund with the intention of dividing the profits among themselves. Hence, petitioner contended that no employeremployee relationship existed between him and the respondent, and there was no illegal dismissal to speak of. Issue/s WON CA erred in reversing and setting aside the decision of the NLRC, and reinstating the decision of the Labor Arbiter with modification. NO ratio In petitions for review, only errors of law are generally reviewed by this Court. This rule, however, is not ironclad. Where the issue is shrouded by a conflict of factual perceptions by the lower court or the lower administrative body, in this case, the NLRC, this Court is constrained to review the factual findings of the Court of Appeals. Before a case for illegal dismissal can prosper, it must first be established that an employeremployee relationship existed between petitioner and respondent. The elements to determine the existence of an employment relationship are: (a) the selection and engagement of the employee; (b) the payment of wages; (c) the power of dismissal; and (d) the employers power to control the employees conduct. The most important element is the employers control of the employees conduct, not only as to the result of the work to be done, but also as to the means and methods to accomplish it. It is settled that no particular form of evidence is required to prove the existence of an employer-employee relationship. Any competent and relevant evidence to prove the relationship may be admitted. The evidence presented by Genovia (payroll + petty cash vouchers) showed that petitioner hired respondent as an employee and he was paid monthly wages of P7,000. Petitioner wielded the power to dismiss as respondent stated that he was verbally dismissed by petitioner, and respondent, thereafter, filed an action for illegal dismissal against petitioner. The power of control refers merely to the existence of the power. It is not essential for the employer to actually supervise the performance of duties of the employee, as it is sufficient that the former has a right to wield the power.

Nevertheless, petitioner stated in his Position Paper that it was agreed that he would help and teach respondent how to use the studio equipment. In such case, petitioner certainly had thepower to check on the progress and work of respondent.On the other hand, petitioner failed to prove that his relationship with respondent was one of partnership. Such claim was not supported by any written agreement. The Court notes that in the payroll dated July 31, 2001 to March 15, 2002, there were deductions from the wages of respondent for his absence from work, which negates petitioners claim that the wages paid were advances for respondents work in the partnership. It is a well-settled doctrine, that if doubts exist between the evidence presented by the employer and the employee, the scales of justice must be tilted in favor of the latter. (Nicario v NLRC)Court agrees with the CA that the evidence presented by the parties showed that an employer-employee relationship existed between petitioner and respondent. Petitioner failed to comply with legal requirements (valid cause for termination + due process); hence, the CA correctly affirmed the LAs finding that respondent was illegally dismissed, and entitled to the payment of backwages, and separation pay in lieu of reinstatement. Tongko v Manulife - Civ Nielson & Co v Lepanto Consolidated Mining Co - Mike Cruz ii. Partnership Sevilla v CA - Leandro

iii. Guardianship iv. Trust v. Sale Angeles v PNR - Jean

Facts: Gaudencio Romualdez (Romualdez, hereinafter) offered to buy from PNR on AS IS, WHERE IS basis the PNRs scrap/unserviceable rails located in Del Carmen and Lubao, Pampanga at P1,300.00 and P2,100.00 per metric ton for P96,600.00. After paying the stated purchase price, Romualdez addressed a letter to Atty. Cipriano Dizon, PNRs Acting Purchasing Agent;
This is to inform you as President of San Juanico Enterprises, that I have authorized the bearer, LIZETTE R. WIJANCO x x x to be my lawful representative in the withdrawal of the scrap/unserviceable rails awarded to me. For this reason, I have given her the original copy of the award, dated May 5, 1980 and O.R. No. 8706855 dated May 20, 1980 which will indicate my waiver of rights, interests and participation in favor of LIZETTE R. WIJANCO. (Emphasis added)

The PNR granted said request and allowed Lizette to withdraw scrap/unserviceable rails in Murcia, Capas and San Miguel, Tarlac instead. However, the PNR subsequently suspended the withdrawal in view of what it considered as documentary discrepancies coupled by reported pilferages of over P500,000.00 worth of PNR scrap properties in Tarlac. Spouses Angeles demanded the refund of the amount of P96,000.00 but PNR refused to pay.

Spouses Angeles filed suit against the PNR and its corporate secretary, Rodolfo Flores for specific performance and damages. They prayed that PNR be directed to deliver 46 metric tons of scrap/unserviceable rails and to pay them damages and attorney's fees. Trial court held spouses Angeles are not the real parties-in-interest, rendered judgment dismissing their complaint for lack of cause of action. As held by the court, Lizette was merely a representative of Romualdez in the withdrawal of scrap or unserviceable rails awarded to him and not an assignee to the latter's rights with respect to the award. CA affirmed. Issue: Whether or not an agency has been created with Lizette W. Angeles as a mere agent or as an assignee of his (Romualdez's) interest in the scrap rails awarded to San Juanico Enterprises? No. Ruling: Where agency exists, the third party's (in this case, PNR's) liability on a contract is to the principal and not to the agent and the relationship of the third party to the principal is the same as that in a contract in which there is no agent. Normally, the agent has neither rights nor liabilities as against the third party. He cannot thus sue or be sued on the contract. Since a contract may be violated only by the parties thereto as against each other, the real party-in-interest, either as plaintiff or defendant in an action upon that contract must, generally, be a contracting party. The legal situation is, however, different where an agent is constituted as an assignee. In such a case, the agent may, in his own behalf, sue on a contract made for his principal, as an of such contract. The rule requiring every action to be prosecuted in the name of the real party-in-interest recognizes the assignment of rights of action and also recognizes that when one has a right assigned to him, he is then the real party-in-interest and may maintain an action upon such claim or right The CAs conclusion, affirmatory of that of the trial court, is that Lizette was not an assignee, but merely an agent whose authority was limited to the withdrawal of the scrap rails, hence, without personality to sue. A power of attorney is only but an instrument in writing by which a person, as principal, appoints another as his agent and confers upon him the authority to perform certain specified acts on behalf of the principal. The written authorization itself is the power of attorney, and this is clearly indicated by the fact that it has also been called a letter of attorney. Its primary purpose is not to define the aut hority of the agent as between himself and his principal but to evidence the authority of the agent to third parties with whom the agent deals. A power of attorney must be strictly construed and pursued. The instrument will be held to grant only those powers which are specified therein, and the agent may neither go beyond nor deviate from the power of attorney. Contextually, all that Lizette was authorized to do was to withdraw the unserviceable/scrap railings. Allowing her authority to sue therefor, especially in her own name, would be to read something not intended, let alone written in the Romualdez letter.

Victorias Milling v CA - Tats

Facts: St. Therese Merchandising (hereafter STM) regularly bought sugar from petitioner Victorias Milling Co., Inc. In the course of their dealings, petitioner issued several Shipping List/Delivery Receipts to STM as proof of purchases. Among these was SLDR No. 1214M, which gave rise to the instant case. SLDR No. 1214M covers 25,000 bags of sugar. The transaction it covered was a "direct sale." Thereafter, STM sold to private respondent Consolidated Sugar Corporation (CSC) its rights in SLDR No. 1214M. That same day, CSC wrote petitioner that it had been authorized by STM to withdraw the sugar covered by the SLDR. However, after 2,000 bags had been released, petitioner refused to allow further withdrawals of sugar. CSC thus inquired when it would be allowed to withdraw the remaining 23,000 bags. In its reply, petitioner said that it could not allow any further withdrawals of sugar because STM had already withdrawn all the sugar covered by the cleared checks. Petitioner also noted that CSC had represented itself to be STM's agent as it had withdrawn the 2,000 bags "for and in behalf" of STM. As a result, CSC filed a complaint for specific performance. Petitioner's primary defense a quo was that it was an unpaid seller for the 23,000 bags. Since STM had already drawn in full all the sugar corresponding to the amount of its cleared checks, it could no longer authorize further delivery of sugar to CSC. Petitioner also contended that it had no privity of contract with CSC. Furthermore, the SLDRs prescribed delivery of the sugar to the party specified therein and did not authorize the transfer of said party's rights and interests. The Trial Court rendered its judgment favoring the private respondent CSC. The appellate court affirmed said decision but modified the costs against petitioner. Issue: Whether or not the Court of Appeals erred in not ruling that CSC was an agent of STM and hence, estopped to sue upon SLDR No. 1214M as an assignee. Held: No. It is clear from Article 1868 that the basis of agency is representation. 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 That the authorization given to CSC contained the phrase "for and in our (STM's) behalf" did not establish an agency. Ultimately, what is decisive is the intention of the parties. That no agency was meant to be established by the CSC and STM is clearly shown by CSC's communication to petitioner that SLDR No. 1214M had been "sold and endorsed" to it. The use of the words "sold and endorsed" means that STM and CSC intended a contract of sale, and not an agency. Hence, on this score, no error was committed by the respondent appellate court when it held that CSC was not STM's agent and could independently sue petitioner.

Hahn v CA - Bianca G.R. No. 113074 January 22, 1997 ALFRED HAHN, petitioner, vs. COURT OF APPEALS and BAYERSCHE MOTOREN WERKE AKTIENGSELLSCHAFT (BMW), respondents.

Facts: Petitioner Alfred Hahn is a Filipino citizen doing business under the name and style "HahnManila." 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," whereby the Petitioner has agreed to transfer and consequently record said transfer of the BMW trademark (which he owns) and device in favor of the respondent herein with the Philippines Patent Office. It was also agreed that the petitioner and the respondent shall continue business relations as has been usual in the past without a formal contract 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. Petitioner protested, claiming that the termination of his exclusive dealership would be a breach of the Deed of Assignment. Hahn insisted that as long as the assignment of its trademark and device subsisted, he remained BMW's exclusive dealer in the Philippines because the assignment was made in consideration of the exclusive dealership. BMW withdrew on March 26, 1993 its offer of a "standard importer contract" and terminated the exclusive dealer relationship effective June 30, 1993. At a conference of BMW Regional Importers held on April 26, 1993 in Singapore, Hahn was surprised to find Alvarez among those invited from the Asian region. On April 29, 1993, BMW proposed that Hahn and CMC jointly import and distribute BMW cars and parts. Hence, on May 14, 1993, Hahn filed a complaint for specific performance and damages against BMW to compel it to continue the exclusive dealership. BMW moved to dismiss the case, contending that the trial court did not acquire jurisdiction over it through the service of summons on the Department of Trade and Industry, because it (BMW) was a foreign corporation and it was not doing business in the Philippines. It contended that the execution of the Deed of Assignment was an isolated transaction; that Hahn was not its agent because the latter undertook to assemble and sell BMW cars and products without the participation of BMW and sold other products; and that Hahn was an indentor or middleman transacting business in his own name and for his own account. TC - deferred resolution of the motion to dismiss until after trial on the merits for the reason that the grounds advanced by BMW in its motion did not seem to be indubitable. CA dismissed the complaint for specific performance of petitioner against private respondent. It held that petitioner was a mere indentor or broker and not an agent through whom private respondent BMW transacted business in the Philippines.

ISSUE: WON petitioner is an agent of the private respondent? Held: YES. 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:
In the last years we have pointed out to you in several discussions and letters that we have to tackle the Philippine market more professionally and that we are through your present activities not adequately prepared to cope with the forthcoming challenges.

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. Decision of the Court of Appeals is REVERSED and the case is REMANDED to the trial court for further proceedings.

Lim v People - Kris Chua Ngo v Universal Trading Co Inc - Miguel vi. Independent Contractor Shell Co. of the Phil v Firemens Ins. Co. of Nevada - Cary G. Kinds of Agency i. Manner of Constitution a. Express b. Implied Equitable PCIBank v Ku - Myta

EQUITABLE PCI BANK, formerly EQUITABLE BANKING CORPORATION, petitioner, vs. ROSITA KU, respondent. G.R. No. 142950 March 26, 2001

Doctrine: An agency may be express but it may also be implied from the acts of the principal, from his silence, or lack of action, or his failure to repudiate the agency, knowing that another person is acting on his behalf without authority. Likewise, acceptance by the agent may also be express, although it may also be implied from his acts which carry out the agency, or from his silence or inaction according to the circumstances. Facts: On February 4, 1982, respondent Rosita Ku, as treasurer of Noddy Dairy Products, Inc., and Ku Giok Heng, as Vice-President/General Manager of the same corporation, mortgaged the subject property to the Equitable Banking Corporation, now known as Equitable PCI Bank to secure Noddy Inc.'s loan to Equitable. The property, a residential house and lot located in La Vista, Quezon City, was registered in respondent's name. Noddy, Inc. subsequently failed to pay the loan secured by the mortgage, prompting petitioner to foreclose the property extrajudicially. As the winning bidder in the foreclosure sale, petitioner was issued a certificate of sale. Respondent failed to redeem the property. Thus, the Register of Deeds canceled the Transfer Certificate of Title in the name of respondent and a new one was issued in petitioner's name. On May 10, 1989, petitioner instituted an action for ejectment before the Quezon City Metropolitan Trial Court (MeTC) against respondent's father Ku Giok Heng. Petitioner alleged that it allowed Ku Giok Heng to remain in the property on the condition that the latter pay rent. Ku Giok Heng's failure to pay rent prompted the MeTC to seek his ejectment. Ku Giok Heng denied that there was any lease agreement over the property. Ku Giok Heng did not appeal the decision of the MeTC. Instead, he and his daughter, respondent Rosita Ku, filed an action before the Regional Trial Court (RTC) of Quezon City to nullify the decision of the MeTC. Finding no merit in the complaint, the RTC dismissed the same and ordered the execution of the MeTC decision. Respondent filed in the Court of Appeals (CA) a special civil action for certiorari assailing the decision of the RTC. She contended that she was not made a party to the ejectment suit and was, therefore, deprived of due process. The CA agreed and rendered a decision enjoining the eviction of respondent from the premises. On May 10, 2000, Equitable PCI Bank filed a motion for an extension of 30 days from May 10, 2000 or until June 9, 2000 to file its petition for review of the CA decision. The motion alleged that the Bank received the CA decision on April 25, 2000. The Court granted the motion for a 30-day extension "counted from the expiration of the reglementary period" and "conditioned upon the timeliness of the filing of [the] motion [for extension]."

On June 13, 2000, Equitable Bank filed its petition, contending that there was no need to name respondent Rosita Ku as a party in the action for ejectment since she was not a resident of the premises nor was she in possession of the property. Issues: 1. Whether or not a person can be evicted by virtue of a decision rendered in an ejectment case where she was not joined as a party? 2. Whether or not the petition is defective? The bank alleged in its petition that it received a copy of the CA decision on April 25, 2000. A Certification dated June 6, 2000 issued by the Manila Central Post Office reveals, however, that the copy "was duly delivered to and received by Joel Rosales (Authorized Representative) on April 24, 2000." Petitioner's motion for extension to file this petition was filed on May 10, 2000, sixteen (16) days from the petitioner's receipt of the CA decision (April 24, 2000) and one (1) day beyond the reglementary period for filing the petition for review (May 9, 2000). Held: 1. YES. Generally, no man shall be affected by any proceeding to which he is a stranger, and strangers to a case are not bound by judgment rendered by the court. Nevertheless, a judgment in an ejectment suit is binding not only upon the defendants in the suit but also against those not made parties thereto, if they are: a) trespassers, squatters or agents of the defendant fraudulently occupying the property to frustrate the judgment; b) guests or other occupants of the premises with the permission of the defendant; c) transferees pendente lite; d) sub-lessees; e) co-lessees; or f) members of the family, relatives and other privies of the defendant. Thus, even if respondent were a resident of the property, a point disputed by the parties, she is nevertheless bound by the judgment of the MeTC in the action for ejectment despite her being a non-party thereto. Respondent is the daughter of Ku Giok Heng, the defendant in the action for ejectment. 2. YES, the petition filed is defective. The Affidavit of Joel Rosales states that he is "not the constituted agent of Curato Divina Mabilog Nedo Magturo Pagaduan Law Office.'" An agency may be express but it may also be implied from the acts of the principal, from his silence, or lack of action, or his failure to repudiate the agency, knowing that another person is acting on his behalf without authority. Likewise, acceptance by the agent may also be express, although it may also be implied from his acts which carry out the agency, or from his silence or inaction

according to the circumstances. In this case, Joel Rosales averred that "[o]n occasions when I receive mail matters for said law office, it is only to help them receive their letters promptly," implying that counsel had allowed the practice of Rosales receiving mail in behalf of the former. There is no showing that counsel had objected to this practice or took steps to put a stop to it. The facts are, therefore, inadequate for the Court to make a ruling in petitioner's favor. However, even if it has been said time and again that the perfection of an appeal within the period fixed by the rules is mandatory and jurisdictional. It is always in the power of the Court to suspend its own rules, or to except a particular case from its operation, whenever the purposes of justice require it. Strong compelling reasons such as serving the ends of justice and preventing a grave miscarriage thereof warrant the suspension of the rules. The Court finds petitioner's arguments to be persuasive, especially in light of the merits of the petition. WHEREFORE, the petition is GIVEN DUE COURSE and GRANTED. The decision of the Court of Appeals is REVERSED.

Calibo v Ca - Baldr Dela Pena v Hidalgo - Pat

Facts: The defendant, as such agent, collected the rents and income from the said properties, amounting to P50,244, which sum, collected in partial amounts and on different dates, he should have deposited, in accordance with the verbal agreement between the deceased and himself, the defendant, in the general treasury of the Spanish Government at an interest of 5 per cent per annum, which interest on accrual was likewise to be deposited in order that it also might bear interest; that the defendant did not remit or pay to Jose de la Pea y Gomiz, during the latter's lifetime, nor to nay representative of the said De la Pea y Gomiz, the sum foretasted nor any part thereof, with the sole exception of P1,289.03, nor has he deposited the unpaid balance of the said sum in the treasury, according to agreement, wherefore he has become liable to his principal and to the defendant-administrator for the said sum, together with its interest, which amounts to P72,548.24 and that, whereas the defendant has not paid over all nor any part of the last mentioned sum, he is liable for the same, as well as for the interest thereon at 6 per cent per annum from the time of the filing of the complaint, and for the costs of the suit. By virtue of the powers conferred upon him by Pea y Gomiz, he took charge of the administration of the latter's property and administered the same until December 31, 1893, when for reasons of health he ceased to discharge the duties of said position; that during the years 1889, 1890, 1891, and 1892, the defendant continually by letter requested Pea y Gomiz, his principal, to appoint a person to substitute him in the administration of the latter's property, inasmuch as the defendant,

for reasons of health, was unable to continue in his trust; that, on March 22, 1894, the defendant Federico Hidalgo, because of serious illness, was absolutely obliged to leave these Islands and embarked on the steamer Isla de Luzon for Spain, on which date the defendant notified his principal that, for the reason aforestated, he had renounced his powers and turned over the administration of his property to Antonio Hidalgo, to whom he should transmit a power of attorney for the fulfillment, in due form, of the trust that the defendant had been discharging since January 1,1894, or else execute a power of attorney in favor of such other person as he might deem proper. Issue: WON Hidalgo can be liable as an agent/ WON there is implied agency Held: From the procedure followed by the agent, Federico Hidalgo, it is logically inferred that he had definitely renounced his agency was duly terminated, according to the provisions of article 1732 of the Civil Code, because, although in the said letter of March 22, 1894, the word "renounce" was not employed in connection with the agency or power of attorney executed in his favor, yet when the agent informs his principal that for reasons of health and by medical advice he is about to depart from the place where he is exercising his trust and where the property subject to his administration is situated, abandons the property, turns it over a third party, and asks that a power of attorney in due form in due form be executed and transmitted to another person who substituted him and took charge of the administration of the principal's property, it is then reasonable and just to conclude that the said agent expressly and definitely renounced his agency, and it may not be alleged that the designation of Antonio Hidalgo to take charge of the said administration was that of a mere proceed lasted for more than fifteen years, for such an allegation would be in conflict with the nature of the agency. The proof of the tacit consent of the principal, Jose de la Pea y Gomiz, the owner of the property administered a consent embracing the essential element of a legitimate agency, Federico Hidalgo, his agent, who was giving up his trust, requested him to send a new power of attorney in favor of the said Antonio Hidalgo, nevertheless he, Jose de la Pea y Gomiz, saw fit not to execute nor transmit any power of attorney whatever to the new administrator of his property and remained silent for nearly nine years; Wherefore, in permitting Antonio Hidalgo to administer his property in this city during such a number of years, it is inferred, from the procedure and silence of the owner thereof, that he consented to have Antonio Hidalgo administer his property, and in fact created in his favor an implied agency, as the true and legitimate administrator. The implied agency is founded on the lack of contradiction or opposition, which constitutes simultaneous agreement on the part of the presumed principal to the execution of the contract, while in the management of another's business there is no simultaneous consent, either express or implied, but a fiction or presumption of consent because of the benefit received. The defendant Federico Hidalgo, having ceased in his administration of the property belonging to Pea y Gomiz, is only liable for the results

and consequences of his administration during the period when the said property was in his charge, and therefore his liability cannot extend beyond the period of his management.
Conde v CA - Jen RATIO DECIDENDI The purpose of the rule is to give stability to written agreements, and to remove the temptation and possibility of perjury, which would be afforded if parol evidence was admissible. FACTS Margarita Conde, Bernardo Conde and Dominga Conde sold with a right of repurchase, within 10 years from, a parcel of agricultural land to the Altera Spouses. o The contract provided that: If at the end of 10 years the said land is not repurchased, a new agreement shall be made between the parties and in no case title and ownership shall be vested in the hand of the party of the Second Part (Alteras). The Cadastral Court of Leyte then adjudicated the lot to the Alteras subject to the right of redemption counting from 7 April 1938 after returning the amount of PHP 165.00 On 28 November 1945, Paciente Cordero, son-in-law of the Alteras signed a document allowing Eusebio Amarille, the representative of the Condes, to repurchase the land. On 30 June 1965, Pio Altera sold the disputed lot to the spouses Ramon Conde and Catalina Conde. (Relationship to the other Condes were not shown) Dominga then filed a Complaint for quieting of title to property. ISSUE/HELD WoN Dominga Conde validly repurchased the said lot - YES RATIO An implied agency was created from the silence or lack of action, or their failure to repudiate the agreement. o The Alteras did not repudiate the agreement that their son-in-law signed. From the execution of the repurchase document in 1945, possession, which heretofore had been with the Alteras, has been in the hands of Dominga Conde as stipulated therein. Land taxes has already been paid for by Dominga Conde. Ramon and Catalina Conde are not purchasers in good faith. o The OCT in the name of the Alteras specifically contained the condition that it was subject to the right of repurchase within 10 years from 1938. o Although the 10 year period had lapsed in 1965, and there was no annotation of any repurchase by Dominga Conde, neither had the title been cleared of the encumbrance. They were put on notice that some other person could have a right to or interest in said property. The Conde spouses conends that Paciente Cordero signed the document of repurchase merely to show that he had no objection to the repurchase. They introduced evidence for this

purpose. o 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 Dominga Condes right of repurchase. o At the same time, he had no personality to object. o To uphold his oral testimony on that point, would be a departure from the parol evidence rule and would defeat the purpose for which the doctrine is intended. The purpose of the rule is to give stability to written agreements, and to remove the temptation and possibility of perjury, which would be afforded if parol evidence was admissible. ii. According to Form a. Oral Gozun v Mercado - Civ b. Written Sps Alcantara v Nido - Mike Cruz Estate of Lino Olaguer v Ongjoco - Leandro

Wee v Castro - Jean Facts: Case is an ejectment by which respondent George de Castro against petitioner Leo Wee. Respondents alleged that they are the registered owners of the subject property, a two-storey building erected on a parcel of land located in Pangasinan. Said property is leased to Leo Wee on a monthly basis for P9,000 per month. Later rental payment shall be increased from P9,000.00 to P15,000.00 as agreed by the parties. Petitioner, however, failed or refused to pay the corresponding increase on rent when his rental obligation for the month of 1 October 2001 became due. Complaint stated that it was being filed by all of the respondents, the Verification and the Certificate of Non-Forum Shopping were signed by respondent George de Castro alone. He would subsequently attach to his position paper filed before the MTC. Petitioner, on the other hand, countered that there was no agreement between the parties to increase the monthly rentals and respondents' demand for an increase was exorbitant. The agreed monthly rental was only for the amount of P9,000.00 and he was religiously paying the same every month. MTC of Alaminos City dismissed the complaint for failure to comply with the prior conciliation requirement before the Barangay Lupon. RTC of Alaminos, Pangasinan affirmed dismissal. Court of Appeals rendered a Decision granting the respondents' Petition and ordering petitioner to vacate the subject property and turn over the same to respondents.

Issue: Whether or not ejectment was proper? Ruling: Lease contract between the parties did not stipulate a fixed period. The rentals being paid monthly, the period of such lease is deemed terminated at the end of each month. Thus, respondents have every right to demand the ejectment of petitioners at the end of each month, the contract having expired by operation of law. Without a lease contract, petitioner has no right of possession to the subject property and must vacate the same. Respondents, thus, should be allowed to resort to an action for ejectment before the MTC to recover possession of the subject property from petitioner. Corollarily, petitioners ejectment, in this case, is only the reasonable consequence of his unrelenting refusal to comply with the respondents demand for the payment of rental increase agreed upon by both parties. Verily, the lessors right to rescind the contract of lease for non-payment of the demanded increased rental was recognized by this Court in Chua v. Victorio: The right of rescission is statutorily recognized in reciprocal obligations, such as contracts of lease. x x x under Article 1659 of the Civil Code, the aggrieved party may, at his option, ask for (1) the rescission of the contract; (2) rescission and indemnification for damages; or (3) only indemnification for damages, allowing the contract to remain in force. Payment of the rent is one of a lessees statutory obligations, and, upon non-payment by petitioners of the increased rental in September 1994, the lessor acquired the right to avail of any of the three remedies outlined above. (citations omitted) Petitioner is liable for the payment of back rentals, attorney's fees and cost of the suit. Respondents must be duly indemnified for the loss of income from the subject property on account of petitioner's refusal to vacate the leased premises.

Oesmer v Paraiso Devt Corp - Tats

FACTS: Petitioners together with Adolfo Oesmer and Jesus Oesmer, are brothers and sisters, and the coowners of undivided shares of two parcels of agricultural and tenanted land which were acquired by right of succession. Respondent Paraiso Development Corporation is known to be engaged in the real estate business. This case originated when Ernesto Oesmer, one of the co-owners of the subject land, met with the President of respondent corporation for the purpose of broker ing the sale of petitioners properties to respondent corporation. Pursuant to the said meeting, a Contract to Sell was drafted whereby petitioners Ernesto and Enriqueta subsequently signed the aforesaid Contract to Sell. A check in the amount of P100,000.00, payable to Ernesto, was given as option money. Sometime thereafter, Rizalino, Leonora, Bibiano, Jr., and Librado also signed the said Contract to Sell. However, two of the brothers, Adolfo and Jesus, did not sign the document. Later on, petitioners informed the respondent, through a letter, of their intention to rescind the Contract to Sell and to return the amount of P100,000.00 given by respondent as option money. Respondent did not respond to the aforesaid letter. Afterwards, herein petitioners, together

with Adolfo and Jesus, filed a Complaint for Declaration of Nullity or for Annulment of Option Agreement or Contract to Sell with Damages before the RTC. The trial court held that the assailed Contract to Sell is valid and binding only to the undivided proportionate share of Ernesto who signed the document and received the check. Ernesto was ordered to execute the Contract of Absolute Sale concerning his 1/8 share over the subject two parcels of land in favor of respondent. On appeal, the Court of Appeals modified the decision of RTC whereby it declared that the Contract to Sell is valid and binding with respect to the undivided proportionate share of the six signatories of the document. ISSUE: Whether or not the contract to sell binds the co-owners of Ernesto. HELD: Yes. The contract to sell was valid and binding. In contrast to the contention of the five co-owners who affixed their signatures in the contract to sell that their signatures do not confer authority to Ernesto as an agent to sell their shares, the Court held that they were selling the same directly and in their own right. Hence, written authority is no longer necessary since they were selling their shares in their own capacity as owners. In addition, the petitioners, being owners of their respective undivided shares in the subject properties, can dispose of their shares even without the consent of all the co-heirs. Article 493 of the Civil Code provides that, Each co-owner shall have the full ownership of his part and of the fruits and benefits pertaining thereto, and he may therefore alienate, assign or mortgage it, and even substitute another person in its enjoyment, except when personal rights are involved. But the effect of the alienation or the mortgage, with respect to the co-owners, shall be limited to the portion which may be allotted to him in the division upon the termination of the co-ownership. Consequently, even without the consent of the two co-heirs, Adolfo and Jesus, the Contract to Sell was valid and binding with respect to the 6/8 proportionate shares of the petitioners.

Regina Dizon v CA - Bianca G.R. No. 122544 January 28, 2003 REGINA P. DIZON, AMPARO D. BARTOLOME, FIDELINA D. BALZA, ESTER ABAD DIZON and JOSEPH ANTHONY DIZON, RAYMUND A. DIZON, GERARD A. DIZON and JOSE A. DIZON, JR., petitioners, vs. COURT OF APPEALS and OVERLAND EXPRESS LINES, INC., respondents. x---------------------------------------------------------x G.R. No. 124741 January 28, 2003 REGINA P. DIZON, AMPARO D. BARTOLOME, FIDELINA D. BALZA, ESTER ABAD DIZON and JOSEPH ANTHONY DIZON, RAYMUND A. DIZON, GERARD A. DIZON and JOSE A. DIZON, JR., petitioners, vs. COURT OF APPEALS HON. MAXIMIANO C. ASUNCION and OVERLAND EXPRESS LINES, INC., respondents. On January 28, 1999, this Court rendered judgment in these consolidated cases ordering the petitioners to REFUND to private respondent the amount of P300,000.00 which they received through Alice A. Dizon on June 20, 1975. Private respondent filed a Motion for Reconsideration, Second Motion for Reconsideration, and Motion to Suspend Procedural Rules in the Higher Interest of Substantial Justice, all of which

have been denied by this Court. This notwithstanding, the cases were set for oral argument on March 21, 2001. ISSUE: WON Alice Dizon was authorized to receive the sum of p300,000.00 on behalf of petitioners? HELD: NO. There is absolutely no written proof of Alice Dizon's authority to bind petitioners. First of all, she was not even a co-owner of the property. Neither was she empowered by the coowners to act on their behalf. The acceptance of the amount of P300,000.00, purportedly as partial payment of the purchase price of the land, was an act integral to the sale of the land. As a matter of fact, private respondent invokes such receipt of payment as giving rise to a perfected contract of sale. In this connection, Article 1874 of the Civil Code is explicit that: "When a sale of a piece of land or any interest therein is through an agent, the authority of the latter shall be in writing; otherwise, the sale shall be void." When the sale of a piece of land or any interest thereon is through an agent, the authority of the latter shall be in writing; otherwise, the sale shall be void. Thus the authority of an agent to execute a contract for the sale of real estate must be conferred in writing and must give him specific authority, either to conduct the general business of the principal or to execute a binding contract containing terms and conditions which are in the contract he did execute. A special power of attorney is necessary to enter into any contract by which the ownership of an immovable is transmitted or acquired either gratuitously or for a valuable consideration. The express mandate required by law to enable an appointee of an agency (couched) in general terms to sell must be one that expressly mentions a sale or that includes a sale as a necessary ingredient of the act mentioned. For the principal to confer the right upon an agent to sell real estate, a power of attorney must so express the powers of the agent in clear and unmistakable language. When there is any reasonable doubt that the language so used conveys such power, no such construction shall be given the document. It necessarily follows, therefore, that petitioners cannot be deemed to have received partial payment of the supposed purchase price for the land through Alice Dizon. It cannot even be said that Alice Dizon's acceptance of the money bound at least the share of Fidela Dizon, in the absence of a written power of attorney from the latter. It should be borne in mind that the Receipt dated June 20, 1975, while made out in the name of Fidela Dizon, was signed by Alice Dizon alone.

Citylite Realty Corp v CA - Kris Jimenez v Rabat - Miguel iii. Extent of Business Covered

a. General Siasat v IAC - Cary Dominion Insurance Corp v CA - Myta DOMINION INSURANCE CORPORATION, petitioner, vs. COURT OF APPEALS, RODOLFO S. GUEVARRA, and FERNANDO AUSTRIA, respondents. G.R. No. 129919 February 6, 2002

Doctrine: The basis for agency is representation, then there must be, on the part of the principal, an actual intention to appoint or an intention naturally inferable from his words or actions; 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. Facts: On January 25, 1991, plaintiff Rodolfo S. Guevarra instituted a Civil Case for sum of money against defendant Dominion Insurance Corporation. Plaintiff sought to recover the sum of P156,473.90, which he claimed to have advanced in his capacity as manager of defendant to satisfy certain claims filed by defendant's clients. In its traverse, defendant denied any liability to plaintiff and asserted a counterclaim for P249,672.53, representing premiums that plaintiff allegedly failed to remit. On August 8, 1991, defendant filed a third-party complaint against Fernando Austria, who, at the time relevant to the case, was its Regional Manager for Central Luzon area. Issues: 1. Whether or not respondent Guevarra acted within his authority as agent for petitioner. 2. Whether or not respondent Guevarra is entitled to reimbursement of amounts he paid out of his personal money in settling the claims of several insured. Held: 1. NO. 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. On the part of the principal, there must be an actual intention to appoint or an intention naturally inferrable 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. A perusal of the Special Power of Attorney would show that what was constituted was actually a general agency. The agency comprises all the business of the principal, but, couched in general

terms, it is limited only to acts of administration. A general power permits the agent to do all acts for which the law does not require a special power. The payment of claims is not an act of administration. Respondent Guevarra's authority to settle claims is embodied in the Memorandum of Management Agreement. Herein, the instruction of petitioner as the principal could not be any clearer. Respondent Guevarra was authorized to pay the claim of the insured, but the payment shall come from the revolving fund or collection in his possession. Having deviated from the instructions of the principal, respondent Guevarra acted beyond the scope of his authority as an agent of petitioner. Thus, the expenses that respondent Guevarra incurred in the settlement of the claims of the insured may not be reimbursed from petitioner Dominion. This conclusion is in accord with Article 1918, Civil Code. 2. YES. While the law on agency prohibits respondent Guevarra from obtaining reimbursement, his right to recover may still be justified under the general law on obligations and contracts. Art. 1236 of the Civil Code provides: "Whoever pays for another may demand from the debtor what he has paid, except that if he paid without the knowledge or against the will of the debtor, he can recover only insofar as the payment has been beneficial to the debtor." When the risk insured against occurred, petitioner's liability as insurer arose. This obligation was extinguished when respondent Guevarra paid the claims and obtained Release of Claim Loss and Subrogation Receipts from the insured who were paid. Thus, to the extent that the obligation of the petitioner has been extinguished, respondent Guevarra may demand for reimbursement from his principal. To rule otherwise would result in unjust enrichment of petitioner.

b. Special Woodchild Holdings Inc v Roxas Electric and Construction Co Inc - Baldr Shoppers Paradise Realty and Devt Corp v Efren Roque - Pat

FACTS: On 23 Dec 1993, Shoppers Paradise [Shoppers], represented by its president, Veredigno Atienza, entered into a 25 year lease with Dr. Felipe Roque over a 2,036 sqm. parcel of land in Quezon City. Shoppers issued to Dr. Roque a check for P250k by way of reservation payment. Shoppers and Dr. Roque likewise entered into a memorandum of agreement for the construction, development and operation of a commercial building complex on the property. Shoppers issu ed a check for another P250k downpayment to Dr. Roque. The contract of lease and the memorandum of

agreement were to be annotated within 60 days from 23 Dec 1993, but the annotations were never made because of Dr. Roques untimely demise. Shoppers was c onstrained to deal with Efren Roque, Dr. Roques son, but the negotiations broke down due to some disagreements. In a letter, Roque advised Shoppers to desist from any attempt to enforce the two documents. In 1994, Roque filed a case for annulment of the contract of lease and the memorandum of agreement. He alleged that he had long been the absolute owner of the subject property by virtue of a deed of donation inter vivos executed in his favor by his parents in 1978, and that the late Dr. Roque had no authority to enter into the assailed agreements with Shoppers. The trial court dismissed Roques complaint, saying that the registration of a deed of donation is important in binding third persons. CA reversed the decision of the trial court and held to be invalid the two documents. It concluded that Shoppers was not a lessee in good faith, having had prior knowledge of the donation in favor of Roque, and that such actual knowledge had the effect of registration insofar as Shoppers was concerned. Basis was t he testimony of Veredigno Atienza during cross-examination.Shoppers argues that the presumption of good faith it enjoys has not been overturned by the testimonial evidence, and that, in any event, Roque is barred by laches and estoppel from denying the contracts. ISSUE & RULING WON the two documents are binding upon Efren Roque. During their negotiation, Shoppers, was apprised of the fact that the property actually belonged to Efren Roque. In addition, it was not shown that Dr. Roque had been an authorized agent of Efren. In a contract of agency, the agent acts in representation or in behalf of another with the consent of the latter.NCC 1878 expresses that a special power of attorney is necessary to lease any real property to another personfor more than one year. The lease of real property for more than one year is considered not merely an act of administration but an act of strict dominion or of ownership. A special power of attorney is thus necessary for its execution through an agent.

Veloso v CA - Jen Applicable Provision: Art. 1878 Facts: Petitioner Francisco Veloso was the sole owner of a registered parcel of land in Tondo, Manila, which he acquired in 1957. His wife Irma, armed with a general power of attorney, sold said lot to the respondent spouses Escario in 1987. Petitioner filed an action for annulment of the deed of sale and reconveyance of property Issue:

Whether a general power of attorney may authorize an agent to sell real property. Held/Ratio: Yes. Although sale of real property requires a special power of attorney, if a general power of attorney expressly grants the power to sell to the agent, there is no need to execute a separate special power of attorney. The assailed power of attorney had the following provision: To buy or sell land, more specifically TCT No. 49138 Thus, said power of attorney sufficiently authorized the wife to sell the property. Therefore, the sale is valid. iv. As to effects a. Ostensible or representative Sargasso Construction & Devt Corp v PPA - Civ Professional Services Inc v CA - Mike Cruz b. Simple or commission Cosmic Lumber v CA - Leandro Phil. Aluminum Wheels Inc v FASGI Ent. - Jean Nichimen Corp (Manila branch) v CA, CTA - Tats v. Compensation a. Gratuitous b. Compensated Tan v Heirs of Antonio Yamson - Bianca G.R. No. 163182 October 24, 2012 TOM TAN, ANNIE U. TAN and NATHANIEL TAN, Petitioners, vs. HEIRS OF ANTONIO F. YAMSON, Respondents. Facts Petitioners were owners of seven parcels of land located in Mandaue City. In order to raise funds to meet their unpaid obligations to a certain Philip Lo, they decided to sell their properties. They issued the Authority to Look for Buyer/Buyers on May 19, 1998 in favor of Yamson to facilitate their search for prospective buyers who will receive 5% commission in return. On June 1, 1998, Yamson informed petitioners in writing that he had found an interested buyer. The letter was signed by petitioner Annie Tan to acknowledge the registration of Oscar Chua (Chua) as Yamsons buyer: Subsequently, two lots were sold to Kimhee Realty Corporation, represented by Chua, and the relevant parties executed the Deed of Absolute Sale, dated June 22, 1998.

Yamson then demanded his commission from petitioners for the sale of the lots to his registered buyer. Petitioners, however, refused to pay him, arguing that he was not entitled to his commission because it was petitioners themselves who introduced Yamson to Chua and that the agreement was for Yamson to sell all seven lots, which he failed to accomplish. Yamson the filed a Complaint for Collection of Sum of Money and Damages against the petitioners. RTC ruled in favor of Yamson ordering the petitioners to pay. CA - affirmed the ruling of the RTC On June 4, 2004, while the case was pending before this Court, Yamson died. He was substituted by his children, his legal heirs (respondents). Issue: WON Yamson was entitled to the payment by petitioners of his brokers commission? Held: YES. As the CA correctly discerned, a plain reading of the Authority to Look for Buyer/Buyers reveals that nowhere in the said document is it indicated that the sale of all seven lots was a prerequisite to the payment by petitioners of Yamsons commission. If petitioners intention was for Yamson to locate a buyer for all their properties, then they should have had this condition reduced to writing and included in the Authority to Look for Buyer/Buyers that they executed. Since no such stipulation appears, then it would be fair to conclude that the petitioners had no such intention, following Section 9, Rule 130 of the Revised Rules on Evidence which provides: Sec. 9. Evidence of written agreements. When the terms of an agreement have been reduced to writing, it is considered as containing all the terms agreed upon and there can be, between the parties and their successors in interest, no evidence of such terms other than the contents of the written agreement. A perusal of the cited case of Reyes relied on by petitioners reveals that the sale in the said case was consummated and the price and the terms agreed upon by the contracting parties without the (unread text) of the broker, who resorted to trickery in order to obtain from the seller an authority to look for a buyer. Furthermore, the seller therein presented the buyer of the property as a witness to refute the allegations of their broker who was seeking to claim her commission. In contrast, petitioners purposely engaged Yamson as their broker and knowingly authorized him to look for a buyer for their properties. More importantly, petitioners offered no other testimony but their own to broker their allegations. If, as they already knew of Chua as their witness. Unfortunately, their sole witness was Annie Tan, whose testimony was uncorroborated by any other documentary or testimonial evidence and could only be assessed as self-serving.

On the basis of the foregoing, Yamson is entitled to his commission for the sale of the two lots. The other points raised in the petition need not be discussed as they are a mere repetition of the arguments which have been judiciously resolved by the courts a quo. WHEREFORE, the petition is DENIED.

Urban Bank v Pena - Kris Phil Health Care Providers v Estrada - Miguel Sanchez v Medicard Phils Inc - Cary Inland Realty Investment v CA - Myta INLAND REALTY INVESTMENT SERVICE, INC. and ROMAN M. DE LOS REYES, petitioners, vs. HON. COURT OF APPEALS, GREGORIO ARANETA, INC. and J. ARMANDO EDUQUE, respondents. G.R. No. 76969. June 9, 1997

Doctrine: Although the ultimate buyer was introduced by the agent to the principal during the term of the agency, nevertheless, the lapse of the period of more than one (1) year and five (5) months between the expiration of petitioners' authority to sell and the consummation of the sale, cannot authorize compelling the principal to pay the stipulated broker's fee, since the agent was no longer entitled thereto. Facts: On September 16, 1975, defendant corporation thru its co-defendant Assistant General Manager J. Armando Eduque, granted to plaintiffs a 30-day authority to sell its 9,800 shares of stock in Architects' Bldg., Inc. Subsequently, plaintiff Inland Realty Investment Service, Inc. planned their sales campaign, sending proposal letters to prospective buyers. One such prospective buyer to whom a proposal letter was sent to was Stanford Microsystems, Inc., who offered a counter-proposal to buy 9,800 shares offered at P1,000.00 per share or for a total of P9,800,000.00, P4,900,000.00 payable in five years at 12% per annum interest until fully paid. Upon plaintiffs' receipt of the said counter-proposal, it immediately sent to defendant a letter to register Stanford Microsystems, Inc. as one of its prospective buyers. Defendant Araneta, Inc., thru its Assistant General Manager J. Armando Eduque, replied that the price offered by Stanford was too low and suggested that plaintiffs see if the price and terms of payment can be improved upon by Stanford. Other prospective buyers were also submitted to defendants. The authority to sell given to plaintiffs by defendants was extended several times: the first being

on October 2, 1975, for 30 days from said date, the second on October 28, 1975 for 30 days from said date and on December 2, 1975 for 30 days from said date. On July 8, 1977, plaintiffs finally sold the 9,800 shares of stock [in] Architects' [Bldg.], Inc. to Stanford Microsystems, Inc. for P13,500,000.00. On September 6, 1977, plaintiffs demanded formally from defendants, through a letter of demand, for payment of their 5% broker's commission at P13,500,000.00 or a total amount of P675,000.00, which was declined by defendants on the ground that the claim has no factual or legal basis. Ascribing merit to private respondents' defense that, after their authority to sell expired thirty (30) days from December 2, 1975, or on January 1, 1976, petitioners abandoned the sales transaction and were no longer privy to the consummation and documentation thereof, the trial court dismissed petitioners' complaint for collection of unpaid broker's commission, which was affirmed by the Court of Appeals. Issues: 1. Whether or not plaintiff's authority to sell expired thirty (30) days from December 2, 1975, or on January 1, 1976, thus, petitioners abandoned the sales transaction and are no longer privy to the consummation and documentation. 2. Whether or not plaintiff has automatic entitlement to the stipulated commission merely upon securing for, and introducing to, the seller, the particular buyer who ultimately purchases from the former the object of the sale, regardless of the expiration of the broker's contract of agency and authority to sell. Held: 1. YES. There was no longer any agency after the last extension on December 2, 1975 for 30 days. The length of time which had transpired from the date of last extension of authority to the final consummation of the sale with Stanford is about one (1) year and five (5) months. Within that period, there was no communication from plaintiffs to defendants with respect to Stanford's offer. This is only a case of proposal and counter-proposal which would not constitute a definite closing of the transaction just because it was plaintiff who solely suggested to defendants the name of Stanford as buyer. Therefore, plaintiff is not entitled to broker's commission. 2. NO. Petitioners do not have an automatic and blanket entitlement to brokerage commission upon doing nothing but submitting to private respondent Araneta, Inc., the name of Stanford as prospective buyer of the latter's shares in Architects'. Petitioners did not succeed in outrightly selling said shares under the predetermined terms and conditions set out by Araneta, Inc. From September 16, 1975 to January 1, 1976, when petitioners' authority to sell was subsisting, if at all, petitioners had nothing to show that they actively served their principal's interests, pursued

to sell the shares in accordance with their principal's terms and conditions, and performed substantial acts that proximately and causatively led to the consummation of the sale to Stanford of Araneta, Inc.'s 9,800 shares in Architects'. Petitioners were not the efficient procuring cause in bringing about the sale in question on July 8, 1977. Therefore, they are not entitled to the stipulated broker's commission of "5% on the total price." Prats v CA - Baldr Reyes v Mosqueda - Pat Henry v Velasco - Jen From a judgment in favor of the plaintiff and against the defendant, Jose Velasco, for the sum of P500, together with interest and costs, the latter appealed. It is urged that the trial court erred (1) in failing to dismiss this action because the same was brought against Jose Velasco personally, and (2) in giving judgment against the defendants and appellants for the sum of P500. Jose Velasco, as the administrator of the estate of Mariano Velasco, entered into a contract with the plaintiff where in the latter agreed to effect the sale and lease of a certain livery business and the premises used therein belonging to the estate. The plaintiff was to receive all over P8,000 obtained for the business if the buyer would rent the premises for P250 per month. Shortly after the plaintiff began to negotiate for the sale and lease of this property, the authority conferred upon him for this purpose was suspended for a few days by the appellant, but soon thereafter the latter directed the plaintiff to go forward with the negotiations in accordance with the contract. The plaintiff presented a buyer who was willing to pay P9,000 for the business, but offered only P200 rent for the premises. The appellant in ally accepted this offer, making the sale himself and later tried to cancel his contract with the plaintiff. Under these facts the trial court was of the opinion that the contract was abrogated, but allowed recovery for the services rendered in the amount above stated. The question raised by the first assignment of error is whether, admitting the liability, the estate or the administrator, should be charged with the obligation. The contract was made for the benefit of the estate, but without the sanction of the court. In Escueta vs. Sy-Juilliong (5 Phil. Rep., 405), the court said: The provisions of the present Code of Civil Procedure relating to the settlement of estates of deceased persons are taken from similar provisions in the United States. There the decisions, which are numerous, are practically unanimous in holding that in a case like the present, the contract made between the administrator and the lawyer does not bind the estate to such an extent that the lawyer can maintain an action against it and recover a judgment which is binding upon it. In such a case the creditor has two remedies: He can prosecute an action against the administrator as an individual. If judgment is rendered against the administrator and it is paid by him, when he presents his final account to the Court of First Instance as such administrator he can include the amount so paid as an expense of administration. The creditor can also present a petition in the proceeding relating to the settlement of the estate, asking that the court, after notice to all persons interested, allow his claim and direct the administrator to pay it as an expense of administration. Whichever course is adopted the heirs

and other persons interested in the estate will have a right to inquire into the necessity for making the contract and the value of the work performed by the attorney. The general rule applicable in the United States and which is supported by many cases, is stated in 18 Cyc., 881thus: Contracts of executors and administrators, although made in the interest and for the benefit of the estate they represent, if made upon a new and independent consideration moving between their promise and themselves, are their personal contracts, which do not bind the estate, and they must be sued on these contracts in their individual and not in their representative capacity. Further citations of authorities on this point are unnecessary. The second assignment of error raises the question whether the plaintiff should recover any amount. The fact that the appellant took over the operation of completing the sale with the purchaser furnished by the plaintiff, voluntarily changing the terms from P250 to P200, the monthly rental value agreed upon for the premises, did not, in our opinion, abrogate the contract. The plaintiff furnished a purchaser ready, willing, and able to buy the business and to rent the premises, thereby complying with his part of the contract as modified by the appellant. But the amount cannot now be increased because the plaintiff did not appeal. The judgment appealed from is affirmed, with costs against the appellant. So ordered.

vi. Power to sell v Power to Mortgage Bicol Savings Loan v CA - Civ II. OBLIGATIONS OF THE AGENT A. Fiduciary Relations Severino v Severino Thomas v Pineda Palma v Cristobal B. General Obligations C. Specific Obligations i. Art 1884 ii. Art 1884, 1170, 1909 iii. Art 1884, 1919 (3), 1930 Ramos v Caoibes iv. Art 1885 v. Art 1886 vi. Art 1887 People v Chowdury vii. Art 1888 viii. Art 1889 Olaguer v Purrunganan ix. Art 1890 x. Art 1891

In Re Bamberger Domingo v Domingo xi. Art 1892 Escueta v Lim Baltazar v Ombudsman xii. Art 1896 Mendezona v Viuda de Goitia xviii. Art 1909 Metropolitan Bank Trust Co v CA Austria v CA International Films (China) v Lyric Film Exchange D. Liabilities i. To third persons National Power Corp v National Merchandising Corp Phil Products Co v Primateria Societe Anonyme Pour Le Commerce Exterieur: Primateria (Phil) Inc Development Bank of the Philippines v CA Macias and Co v Warner, Barnes and Co ii. Joint Agents iii. Excess of authority Manila Memorial Park v Linsangan Safic Alcan & Cie v Imperial Vegetable Oil Co Inc National Power, supra III. OBLIGATIONS OF THE PRINCIPAL A. General Woodchild Holdings Inc v Roxas Electric and Construction Co, supra Bedia v White PNB v Ritratto Group Inc et al B. Specific i. Art 1912 - to advance Fortis v Gutierrez Hermanos ii. Art 1912 - to reimburse iii. Art 1913 - to indemnify Albaladejo y Cia v Phil Refining Co iv. Art 1875, 1306 Perez v Luzon Surety Co 38 OG 1213 -

C. Estoppel D. Two or More Principals Constante de Castro v CA E. Two Separate Contracts with Agent and Principal Sta. Romana v Imperio IV. MODES OF EXTINGUISHMENT A. Keyword - EDWARD i. E - xpiration ii. D - Death Ching v Bantolo Sarsaba v Vda de Te Estate of the Late Juliana Diez vda De Gabriel v CIR Rallos v Felix Go Chan Realty Corp Manuel Buason et al v Panuyas iii. W - ithdrwal iv. A - ccomplishment v. R - evocation Barretto v Santa Marina Del Rosario v Abad and Abad a. Express b. Implied Dy Buncio and Co v Ong Guan Can Garcia v De Manzano CMS Logging Inc v CA vi. D - issolution B. Irrevocability of Agency Genevieve Lim v Florencio Saban National Sugar Trading v PNB i. Bilatral Contract depends on Agency ii. Agency is Means to Fulfill obligation already contracted Bisaya Land Transportation Co Inc v Sanchez iii. Partner appointed Manager and removal is unjustifiable Coleongco v Claparols -