#2 ramos v caoibes

Concepcion Ramos Dipusoy executed before a notary public two documents which have been marked as Annex "A"
and Annex "B". it read as: SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Concepcion Ramos Dipusoy, constitute and appoint Mr. Benigno A. Caoibes, to collect any amount due me from
the Philippine War Damage Commission, regarding my claim filed for my properties that were lost during the last war
in Balayan, Batangas, to cash checks, warrants and to sign receipts, vouchers, documents which shall be necessary to
the said purpose.
That I am giving and granting unto my said attorney-in-fact Benigno A. Caoibes, full and absolute power and authority
to do and perform all any every act or thing whatsoever to be done necessary in and about the premises, as fully to all
intents and purposes as I might or could myself do if I were personally present, and hereby confirming and ratifying all
that my said attorney-in-fact shall lawfully do or cause to be done and by virtue of these presents.
AFFIDAVIT
That I, CONCEPCION RAMOS DIPUSOY, of legal age, single, Filipino citizen, and resident of Balayan, Batangas, after
having been duly sworn to in accordance to law depose and say:
That in case payment of any amount or amounts collected from the Philippine War Damage Commission, my nephew
and at the same time attorney-in-fact, shall give my sister Teopista Vda. de Basa one-half (), of the corresponding
amount and the other half () shall be given to my nephew and niece Mr. and Mrs. Benigno A. Caoibes.
One year before she died, Concepcion Ramos filed with the War Damage Commission a claim which was identified as
No. 411773. This check was returned to the Commission and substituted by the latter which check No. 564614, on
November 10, 1948, for the same amount, but payable to Benigno A. Caoibes, who had presented to said entity
Annexes "A" and "B", above mentioned, in order to exchange the first check No. 564614, which he cashed for himself.
Concepcion Ramos died on August 19, 1948, leaving a will dated January 7, 1927 admitted to probate on October 4,
1948, in which she ordered that the credits due to her be distributed among the children of the deceased Antonino
Ramos, namely, Consolacion, Ramon, Socorro and Cirila. Consoolacuion found out about the encashment and
demanded its returm from Benigno, but Benigno claimed half of the amount of 501.62
Issue: won Benigno has the right to retain the amount
Held; No. Annex A is only a power of attorney. Caoibes, as agent, had the obligation to deliver the amount collected by
virtue of said power to his principal, Concepcion, or, after her death, to the administratrix of her estate, Consolacion.
There is absolutely no cession of rights made in favor of Caoibes in Annex "A", and under Article 1711 of the old Civil
Code (which was in force at the time of the transaction), the contract of agency is presumed to be gratuitous, unless
the agent is a professional agent.
The court below in its order of June 15, 1951, said that it "having had the opportunity to personally confer with the
parties and Attorney Caoibes being agreeable to turn over the amount of P250.81 to the Clerk of this Court in final
settlement of this matter it is ordered that the said Atty. Caoibes deposit the amount of P250.81 with the Clerk of
this Court, the said amount to be at the disposal of the administratrix and the other parties in these intestate
proceedings. With this order, the matter before the administratrix never consented to the reduction of the claim.

#4 Villa v Garcia Bosque
It appears that prior to September 17, 1919, the plaintiff, Rosa Villa y Monna, viuda de E. Bota, was the owner of a
printing establishment and bookstore known as La Flor de Cataluna. Upon the date stated, the plaintiff, then and now
a resident of Barcelona, Spain, acting through Manuel Pirretas, as attorney in fact, sold the establishment above-
mentioned to the defendants Guillermo Garcia Bosque and Jose Pomar Ruiz, residents of the City of Manila, for the
stipulated sum of P55,000. In the same document the defendants France and Goulette obligated themselves as
solidary sureties with the principals Bosque and Ruiz, to answer for any balance, including interest, which should
remain due and unpaid after the dates stipulated for payment of said installments, expressly renouncing the benefit of
exhaustion of the property of the principals. In the year 1920, Manuel Pirretas y Monros, the attorney in fact of the
plaintiff, absented himself from the Philippine Islands on a prolonged visit to Spain; and in contemplation of his
departure he executed a document, dated January 22, 1920, purporting to be a partial substitution of agency,
whereby he transferred to "the mercantile entity Figueras Hermanos, or the person, or persons, having legal
representation of the same," the powers that had been previously conferred on Pirretas by the plaintiff "in order
that," so the document runs, "they may be able to effect the collection of such sums of money as may be due to the
plaintiff by reason of the sale of the bookstore and printing establishment already mentioned, issuing for such purpose
the receipts, vouchers, letters of payment, and other necessary documents for whatever they shall have received and
collected of the character indicated."
When the time came for the payment of the second installment and accrued interest due at the time, the purchasers
were unable to comply with their obligation, and after certain negotiations between said purchasers and one Alfredo
Rocha, representative of Figueras Hermanos, acting as attorney in fact for the plaintiff, an agreement was reached,
whereby Figueras Hermanos accepted the payment of P5,800 on November 10, 1920, and received for the balance
five promissory notes payable. All of the defendants furthermore maintain that even supposing that M. T. Figueras
authority to novate the original contract and discharge the sureties therefrom, nevertheless the plaintiff has ratified
the agreement by accepting part payment of the amount due thereunder with full knowledge of its terms.
ISSUE: WON the act if Figuerras as substitute agent of Atty Pirretas was correct?
Held: NO. The partial substitution of agency purports to confer on Figueras Hermanos or the person or persons
exercising legal representation of the same all of the powers that had been conferred on Pirretas by the plaintiff in the
original power of attorney. it is obvious upon the face of the act of substitution that the sole purpose was to authorize
Figueras Hermanos to collect the balance due to the plaintiff upon the price of La Flor de Catalua, the sale of which
had already been affected by Pirretas. There is nothing here that can be construed to authorize Figueras Hermanos to
discharge any of the debtors without payment or to novate the contract by which their obligation was created. On the
contrary the terms of the substitution shows the limited extent of the power. A further noteworthy feature of the
contract Exhibit 1 has reference to the personality of the purported attorney in fact and the manner in which the
contract was signed. From this it is obvious that Figueras had no actual authority whatever to release the sureties or to
make a novation of the contract without their additional guaranty.
#10 National Power Corp v Natl Merchandising Corp
Plaintiff-appellant National Power Corporation (NPC) and defendant- appellant National Merchandising Corporation
(NAMERCO), the Philippine representative of New York-based International Commodities Corporation, executed a
contract of sale of sulfur with a stipulation for liquidated damages in case of breach. Defendant-appellant Domestic
Insurance Company executed a performance bond in favor of NPC to guarantee the sellers obligation. In entering into
the contract, Namerco, however, did not disclose to NPC that Namercos principal, in a cabled instruction, stated that
the sale was subject to availability of a steamer, and contrary to its principals instruction, Namerco agreed that non-
availability of a steamer was not a justification for non-payment of liquidated damages. The New York supplier was not
able to deliver the sulfur due to its inability to secure shipping space. Consequently, the Government Corporate
Counsel rescinded the contract of sale due to the suppliers non-performance of its obligations, and demanded
payment of liquidated damages from both Namerco and the surety. Thereafter, NPC sued for recovery of the
stipulated liquidated damages. After trial, the Court of First Instance rendered judgment ordering defendants-
appellants to pay solidarity to the NPC reduced liquidated damages with interest. authority and, for its failure to do so,
it could not claim any liquidated damages which, according to the defendants, were provided for merely to make the
seller more diligent in looking for a steamer to transport the sulfur.

The NPC counter-argues that Namerco should have advised the NPC of the limitations on its authority to negotiate
the sale.
ISSUE: WON NAMERCO is liable for damages?
HELD: yes. The Supreme Court held that Namerco is liable fur damages because under Article 1897 of the Civil Code
the agent who exceeds the limits of his authority without giving the party with whom he contracts sufficient notice of
his powers is personally liable to such party. The Court, however, further reduced the solidary liability of defendants-
appellants for liquidated damages. The rule that every person dealing with an agent is put upon inquiry and must
discover upon his peril the authority of the agent would apply only in cases where the principal is sought to be held
liable on the contract entered into by the agent. The said rule is not applicable in the instant case since it is the agent,
not the principal, that is sought to be held liable on the contract of sale which was expressly repudiated by the
principal because the agent took chances, it exceeded its authority and, in effect. it acted in its own name. The
contention of the defendants that the Domestic Insurance Company is not liable to the NPC because its bond was
posted, not to Namerco, the agent, but for the New York firm which is not liable on the contract of sale, cannot be
sustained because it was Namerco that actually solicited the bond from the Domestic Insurance Company and,
Namerco is being held liable under the contract of sale because it virtually acted in its own name. In the last analysis,
the Domestic Insurance Company acted as surety for Namerco. The rule is that "want of authority of the person who
executes an obligation as the agent or representative of the principal will not, as a general rule, affect the surety
thereon, especially in the absence of fraud, even though the obligation is not binding on the principal." Article 1403 of
the Civil Code which provides that a contract entered into in the name of another person by one who has acted
beyond his powers is unenforceable, refers to the unenforceability of the contract against the principal. In the instant
case, the contract containing the stipulation for liquidated damages is not being enforced against its principal but
against the agent and its surety. It being enforced against the agent because Article 1897 implies that the agent who
acts in excess of his authority is personally liable to the party with whom he contracted. And that rule is complimented
by Article 1898 of the Civil Code which provides that "if the agent contracts, in the name of the principal, exceeding
the scope of his authority, and the principal does not ratify the contract, it shall be void if the party with whom the
agent contracted is aware of the limits of the powers granted by the principal." Namerco never disclosed to the NPC
the cabled or written instructions of its principal. For that reason and because Namerco exceeded the limits of its
authority, it virtually acted in its own name and not as agent and it is, therefore, bound by the contract of sale which,
however, it not enforceable against its principal. If, as contemplated in Articles 1897 and 1898, Namerco is bound
under the contract of sale, then it follows that it is bound by the stipulation for liquidated damages in that contract.

#14 Metropolitan Bank Trust v CA
The Metropolitan Bank and Trust Co. is a commercial bank with branches throughout the Philippines and even abroad.
Golden Savings and Loan Association was, at the time these events happened, operating in Calapan, Mindoro, with the
other private respondents as its principal officers.
In January 1979, a certain Eduardo Gomez opened an account with Golden Savings and deposited over a period of two
months 38 treasury warrants with a total value of P1,755,228.37. They were all drawn by the Philippine Fish Marketing
Authority and purportedly signed by its General Manager and countersigned by its Auditor. Six of these were directly
payable to Gomez while the others appeared to have been indorsed by their respective payees, followed by Gomez as
second indorser.
All these warrants were subsequently indorsed by Gloria Castillo as Cashier of Golden Savings and deposited to its
Savings Account No. 2498 in the Metrobank branch in Calapan, Mindoro. Meanwhile, Gomez is not allowed to
withdraw from his account, later, however, exasperated over Floria repeated inquiries and also as an
accommodation for a valued client Metrobank decided to allow Golden Savings to withdraw from proceeds of the
warrants. Before they were cleared, petitioner decided to allow Golden Savings to withdraw from the proceeds of the
warrants. Golden Savings in turn subsequently allowed Gomez to make withdrawals from his own
account. Subsequently, Metrobank informed Golden Savings that 32 of the warrants had been dishonored by the
Bureau of Treasury and demanded the refund by Golden Savings of the amount it had previously withdrawn, to make
up the deficit in its account. Metrobank contends that by indorsing the warrants in general, Golden Savings assumed
that they were "genuine and in all respects what they purport to be," in accordance with Section 66 of the Negotiable
Instruments Law.
Issue: 1. Whether or not Metrobank can demand refund agaist Golden Savings with regard to the amount withdraws
to make up with the deficit as a result of the dishonored treasury warrants.
2. Whether or not treasury warrants are negotiable instruments

Held: No. Metrobank is negligent in giving Golden Savings the impression that the treasury warrants had been cleared
and that, consequently, it was safe to allow Gomez to withdraw. Without such assurance, Golden Savings would not
have allowed the withdrawals. Indeed, Golden Savings might even have incurred liability for its refusal to return the
money that all appearances belonged to the depositor, who could therefore withdraw it anytime and for any reason
he saw fit. It was, in fact, to secure the clearance of the treasury warrants that Golden Savings deposited them to its
account with Metrobank. Golden Savings had no clearing facilities of its own. It relied on Metrobank to determine the
validity of the warrants through its own services. The proceeds of the warrants were withheld from Gomez until
Metrobank allowed Golden Savings itself to withdraw them from its own deposit. Metrobank cannot contend that by
indorsing the warrants in general, Golden Savings assumed that they were genuine and in all respects what they
purport to be, in accordance with Sec. 66 of NIL. The simple reason that NIL is not applicable to non negotiable
instruments, treasury warrants.
No. The treasury warrants are not negotiable instruments. Clearly stamped on their face is the word: non negotiable.
Moreover, and this is equal significance, it is indicated that they are payable from a particular fund, to wit, Fund 501.
An instrument to be negotiable instrument must contain an unconditional promise or orders to pay a sum certain in
money. As provided by Sec 3 of NIL an unqualified order or promise to pay is unconditional though coupled with: 1st,
an indication of a particular fund out of which reimbursement is to be made or a particular account to be debited with
the amount; or 2nd, a statement of the transaction which give rise to the instrument. But an order to promise to pay
out of particular fund is not unconditional. The indication of Fund 501 as the source of the payment to be made on the
treasury warrants makes the order or promise to pay not conditional and the warrants themselves non-negotiable.
There should be no question that the exception on Section 3 of NIL is applicable in the case at bar.

1. PNB v Manila Surety 14 scra 776
G.R. No. L-20567 July 30, 1965
PHILIPPINE NATIONAL BANK, petitioner,
vs.
MANILA SURETY and FIDELITY CO., INC. and THE COURT OF APPEALS (Second Division), respondents.
Besa, Galang and Medina for petitioner.
De Santos and Delfino for respondents.
REYES, J.B.L., J.:
The Philippine National Bank petitions for the review and reversal of the decision rendered by the Court of Appeals
(Second Division), in its case CA-G.R. No. 24232-R, dismissing the Bank's complaint against respondent Manila Surety &
Fidelity Co., Inc., and modifying the judgment of the Court of First Instance of Manila in its Civil Case No. 11263.
The material facts of the case, as found by the appellate Court, are as follows:
The Philippine National Bank had opened a letter of credit and advanced thereon $120,000.00 to Edgington Oil
Refinery for 8,000 tons of hot asphalt. Of this amount, 2,000 tons worth P279,000.00 were released and delivered to
Adams & Taguba Corporation (known as ATACO) under a trust receipt guaranteed by Manila Surety & Fidelity Co. up
to the amount of P75,000.00. To pay for the asphalt, ATACO constituted the Bank its assignee and attorney-in-fact to
receive and collect from the Bureau of Public Works the amount aforesaid out of funds payable to the assignor under
Purchase Order No. 71947. This assignment (Exhibit "A") stipulated that:
The conditions of this assignment are as follows:
1. The same shall remain irrevocable until the said credit accomodation is fully liquidated.
2. The PHILIPPINE NATIONAL BANK is hereby appointed as our Attorney-in-Fact for us and in our name, place and
stead, to collect and to receive the payments to be made by virtue of the aforesaid Purchase Order, with full power
and authority to execute and deliver on our behalf, receipt for all payments made to it; to endorse for deposit or
encashment checks, money order and treasury warrants which said Bank may receive, and to apply said payments to
the settlement of said credit accommodation.
This power of attorney shall also remain irrevocable until our total indebtedness to the said Bank have been fully
liquidated. (Exhibit E)
ATACO delivered to the Bureau of Public Works, and the latter accepted, asphalt to the total value of P431,466.52. Of
this amount the Bank regularly collected, from April 21, 1948 to November 18, 1948, P106,382.01. Thereafter, for
unexplained reasons, the Bank ceased to collect, until in 1952 its investigators found that more moneys were payable
to ATACO from the Public Works office, because the latter had allowed mother creditor to collect funds due to ATACO
under the same purchase order to a total of P311,230.41.
Its demands on the principal debtor and the Surety having been refused, the Bank sued both in the Court of First
Instance of Manila to recover the balance of P158,563.18 as of February 15, 1950, plus interests and costs.
On October 4, 1958, the trial court rendered a decision, the dispositive portion of which reads:
WHEREFORE, judgment is hereby rendered as follows:
1. Ordering defendants, Adams & Taguba Corporation and Manila Surety & Fidelity Co., Inc., to pay plaintiff,
Philippines National Bank, the sum of P174,462.34 as of February 24, 1956, minus the amount of P8,000 which
defendant, Manila Surety Co., Inc. paid from March, 1956 to October, 1956 with interest at the rate of 5% per annum
from February 25, 1956, until fully paid provided that the total amount that should be paid by defendant Manila
Surety Co., Inc., on account of this case shall not exceed P75,000.00, and to pay the costs;
2. Orderinq cross-defendant, Adams & Taguba Corporation, and third-party defendant, Pedro A. Taguba, jointly and
severally, to pay cross and third-party plaintiff, Manila Surety & Fidelity Co., Inc., whatever amount the latter has paid
or shall pay under this judgment;
3. Dismissing the complaint insofar as the claim for 17% special tax is concerned; and
4. Dismissing the counterclaim of defendants Adams & Taguba Corporation and Manila Surety & Fidelity Co., Inc.
From said decision, only the defendant Surety Company has duly perfected its appeal. The Central Bank of the
Philippines did not appeal, while defendant ATACO failed to perfect its appeal.
The Bank recoursed to the Court of Appeals, which rendered an adverse decision and modified the judgment of the
court of origin as to the surety's liability. Its motions for reconsideration having proved unavailing, the Bank appealed
to this Court.
The Court of Appeals found the Bank to have been negligent in having stopped collecting from the Bureau of Public
Works the moneys falling due in favor of the principal debtor, ATACO, from and after November 18, 1948, before the
debt was fully collected, thereby allowing such funds to be taken and exhausted by other creditors to the prejudice of
the surety, and held that the Bank's negligence resulted in exoneration of respondent Manila Surety & Fidelity
Company.
This holding is now assailed by the Bank. It contends the power of attorney obtained from ATACO was merely in
additional security in its favor, and that it was the duty of the surety, and not that of the creditor, owed see to it that
the obligor fulfills his obligation, and that the creditor owed the surety no duty of active diligence to collect any, sum
from the principal debtor, citing Judge Advocate General vs. Court of Appeals, G.R. No. L-10671, October 23, 1958.
This argument of appellant Bank misses the point. The Court of Appeals did not hold the Bank answerable for
negligence in failing to collect from the principal debtor but for its neglect in collecting the sums due to the debtor
from the Bureau of Public Works, contrary to its duty as holder of an exclusive and irrevocable power of attorney to
make such collections, since an agent is required to act with the care of a good father of a family (Civ. Code, Art. 1887)
and becomes liable for the damages which the principal may suffer through his non-performance (Civ. Code, Art.
1884). Certainly, the Bank could not expect that the Bank would diligently perform its duty under its power of
attorney, but because they could not have collected from the Bureau even if they had attempted to do so. It must not
be forgotten that the Bank's power to collect was expressly made irrevocable, so that the Bureau of Public Works
could very well refuse to make payments to the principal debtor itself, and a fortiori reject any demands by the surety.
Even if the assignment with power of attorney from the principal debtor were considered as mere additional security
still, by allowing the assigned funds to be exhausted without notifying the surety, the Bank deprived the former of any
possibility of recoursing against that security. The Bank thereby exonerated the surety, pursuant to Article 2080 of the
Civil Code:
ART. 2080. The guarantors, even though they be solidary, are released from their obligation whenever by come act
of the creditor they cannot be subrogated to the rights, mortgages and preferences of the latter. (Emphasis supplied.)
The appellant points out to its letter of demand, Exhibit "K", addressed to the Bureau of Public Works, on May 5, 1949,
and its letter to ATACO, Exhibit "G", informing the debtor that as of its date, October 31, 1949, its outstanding balance
was P156,374.83. Said Exhibit "G" has no bearing on the issue whether the Bank has exercised due diligence in
collecting from the Bureau of Public Works, since the letter was addressed to ATACO, and the funds were to come
from elsewhere. As to the letter of demand on the Public Works office, it does not appear that any reply thereto was
made; nor that the demand was pressed, nor that the debtor or the surety were ever apprised that payment was not
being made. The fact remains that because of the Bank's inactivity the other creditors were enabled to collect
P173,870.31, when the balance due to appellant Bank was only P158,563.18. The finding of negligence made by the
Court of Appeals is thus not only conclusive on us but fully supported by the evidence.
Even if the Court of Appeals erred on the second reason it advanced in support of the decision now under appeal,
because the rules on application of payments, giving preference to secured obligations are only operative in cases
where there are several distinct debts, and not where there is only one that is partially secured, the error is of no
importance, since the principal reason based on the Bank's negligence furnishes adequate support to the decision of
the Court of Appeals that the surety was thereby released.
WHEREFORE, the appealed decision is affirmed, with costs against appellant Philippine National Bank.

5. US vs. Reyes
G.R. No. L-12743 August 25, 1917
THE UNITED STATES, plaintiff-appellee,
vs.
DOMINGO REYES, defendant-appellant.
Antonio Bengson for appellant.
Acting Attorney-General for appellee.
MALCOLM, J.:
This is an appeal from a judgment finding Domingo Reyes guilty of estafa and sentencing him to four months and one
day of arresto mayor, to the accessory penalties of the law, and to indemnify R. B. Blackman in the sum of P118, with
subsidiary imprisonment in case of insolvency, and to pay the costs.
Marked discrepancies in connection with the evidence, particularly that which concerns the figures, are to be noted.
Accepting the findings of the trial court, we can summarize the facts as follows:
R. B. Blackman is a surveyor in the Province of Pangasinan. Domingo Reyes, the accused, also lives in that province.
Blackman employed Reyes to collect certain amounts due from twelve individuals for Blackman's work in connection
with the survey of their lands. The total amount to be collected by Reyes was P860. He only succeeded in collecting
P540. He delivered to Blackman P368. He retained the balance, or P172. So far as good. The difficult point concerns
the exact terms of the contract. It was merely an oral agreement between Blackman and Reyes. Blackman claims that
he agreed to pay Reyes a commission of 10 per cent. Reyes claims that he was to receive a commission of 20 per cent.
The trial court, in its decision, states that "R. B. Blackman, agrimensor, dio al aqui acusado el encargo de cobrar
algunas cuentas de honorarios devengados per mediciones practicadas por el como agrimensor, concediendole un 10
por ciento sobre todas las cobranzas." (R. B. Blackman, the surveyor, ordered the said accused to collect certain debts
due for surveying and offered a 10 per cent commission on all accounts collected.)
To return to the figures again, it will be noticed that if we accept the statements of Blackman, Reyes was entitled to 10
per cent of P540 (or P530), or P54, making P172 misappropriated, or, if we deduct his commission, P118. On the other
hand, if we accept the statements of Reyes, then 20 per cent of the total amount to be collected, P860, is exactly
P172, the amount claimed to have been misappropriated.
There are a number of reasons which impel us to the conclusion that the defendant and appellant is guilty as charged.
In the first place, in view of the discrepancy in the evidence we are not disposed to set up our judgment as superior to
that of the trial court. In the second place, conceding that Reyes was to receive 20 per cent, this, unless some contrary
and express stipulation was included, would not entitle him in advance to 20 per cent of the amount actually
collected. In the third place, the right to receive a commission of either 10 or 20 per cent did not make to hold out any
sum he chose. (Campbell vs. The State [1878], 35 Ohio St., 70.) In the fourth place, under the oral contract Reyes was
an agent who was bound to pay to the principal all that he had received by virtue of the agency. (Civil Code, article
1720; U. S. vs. Kiene [1907], 7 Phil. Rep., 736.) And, lastly, since for all practical purposes, the agency was terminated,
the agent was under the obligation to turn over to the principal the amount collected, minus his commission on that
amount. (U. S. vs. Schneer [1907], 7 Phil. Rep., 523.)
All the requisites of estafa as punished by article 535, paragraph 5, of the Penal Code, and as construed by the
commentators, are here present. The assignment of error relative to the nonproduction by the fiscal of the
transcription of the preliminary investigation is not particularly important as secondary evidence was admitted and
the substantial rights of the accused were not affected.
The judgment of the trial court being in accord with the facts and the law is hereby affirmed with the costs. So
ordered.
Arellano, C.J., Johnson, Carson, Araullo and Street, JJ., concur.



DIGEST EDITION
FACTS:
R. B. Blackman, a surveyor in Pangasinan had an oral agreement with Domingo Reyes. The latter would collect in
behalf of Blackman amounts due from 12 individuals in connection with the survey of their lands totaling to Php
860.00. He only succeeded in collecting Php 540 and delivered Php 368 to Blackman, retaining the balance of Php
172.00. Both parties had different claims. Blackman siad that the agreement was 10% commission for Reyes. But
Reyes insisted it was 20%. If the Court would accept Blackmans claims, Reyes would be entitled to Php 54.00
therefore Php 172.00 misappropriated or Php 118.00 if commission was deducted. On the other hand, if the Court
accepts Reyes claims which was 20% then 20% of the amount supposed to be collected was Php 172.00. Reyes was
found guilty of estafa.

ISSUES:
Whether or not there was a contract of agency between the parties? and the terms and conditions are complied with?

HELD:
YES. There was a contract of agency. But with the terms and conditions are NOT COMPLIED WITH. On the onset there
was a contract of agency through an oral agreement. Reyes was bound to pay the principal all he received from the
collecting dues as stated by Blackman. In view of the discrepancy in the evidence the court was not disposed to set up
judgment as superior to that of the trial court. Also conceding that Reyes was to receive 20%, this unless some
contrary and express stipulation was included would not entitle him in advance to 20% of the amount actually
collected. The right to receive a commission of either 10% or 20% did not make to hold out any sum he chose. Since
for all practical purposes the agency was terminated the agent was under the obligation to turn over to the principal
the amount collected, minus his commission or that amount.

9. Phil.Products Company VS. Primateria inc 15 scra 301

G.R. No. L-17160 November 29, 1965
PHILIPPINE PRODUCTS COMPANY, plaintiff-appellant,
vs.
PRIMATERIA SOCIETE ANONYME POUR LE COMMERCE EXTERIEUR: PRIMATERIA (PHILIPPINES) INC., ALEXANDER G.
BAYLIN and JOSE M. CRAME, defendants-appellees.
Jose A. Javier for plaintiff-appellant.
Ibarra and Papa for defendants-appellees.

D E C I S I O N
BENGZON, C.J.:
This is an action to recover from defendants, the sum of P33,009.71 with interest and attorneys fees of P8,000.00.
Defendant Primateria Societe Anonyme Pour Le Commerce Exterieur (hereinafter referred to as Primateria Zurich) is a
foreign juridical entity and, at the time of the transactions involved herein, had its main office at Zurich, Switzerland. It
was then engaged in Transactions in international trade with agricultural products, particularly in oils, fats and oil-
seeds and related products.
The record shows that:
On October 24, 1951, Primateria Zurich, through defendant Alexander B. Baylin, entered into an agreement with
plaintiff Philippine Products Company, whereby the latter undertook to buy copra in the Philippines for the account of
Primateria Zurich, during a tentative experimental period of one month from date. The contract was renewed by
mutual agreement of the parties to cover an extended period up to February 24, 1952, later extended to 1953. During
such period, plaintiff caused the shipment of copra to foreign countries, pursuant to instructions from defendant
Primateria Zurich, thru Primateria (Phil.) Inc. referred to hereafter as Primateria Philippines acting by defendant
Alexander G. Baylin and Jose M. Crame, officers of said corporation. As a result, the total amount due to the plaintiff
as of May 30, 1955, was P33,009.71.
At the trial, before the Manila court of first instance, it was proven that the amount due from defendant Primateria
Zurich, on account of the various shipments of copra, was P31,009.71, because it had paid P2,000.00 of the original
claim of plaintiff. There is no dispute about accounting.
And there is no question that Alexander G. Baylin and Primateria Philippines acted as the duly authorized agents of
Primateria Zurich in the Philippines. As far as the record discloses, Baylin acted indiscriminately in these transactions in
the dual capacities of agent of the Zurich firm and executive vice-president of Primateria Philippines, which also acted
as agent of Primateria Zurich. It is likewise undisputed that Primateria Zurich had no license to transact business in the
Philippines.
For failure to file an answer within the reglementary period, defendant Primateria Zurich was declared in default.
After trial, judgment was rendered by the lower court holding defendant Primateria Zurich liable to the plaintiff for the
sums of P31,009.71, with legal interest from the date of the filing of the complaint, and P2,000.00 as and for
attorneys fees; and absolving defendants Primateria (Phil.), Inc., Alexander G. Baylin, and Jose M. Crame from any and
all liability.
Plaintiff appealed from that portion of the judgment dismissing its complaint as regards the three defendants.
It is plaintiffs theory that Primateria Zurich is a foreign corporation within the meaning of Sections 68 and 69 of
the Corporation Law, and since it has transacted business in the Philippines without the necessary license, as required
by said provisions, its agents here are personally liable for contracts made in its behalf.
Section 68 of the Corporation Law states: No foreign corporation or corporation formed, organized, or existing under
any laws other than those of the Philippines shall be permitted to transact business in the Philippines, until after it
shall have obtained a license for that purpose from the Securities and Exchange Commission .. . And under Section
69, any officer or agent of the corporation or any person transacting business for any foreign corporation not having
the license prescribed shall be punished by imprisonment for etc. .
The issues which have to be determined, therefore, are the following:
1. Whether defendant Primateria Zurich may be considered a foreign corporation within the meaning of Sections 68
and 69 of the Corporation Law;
2. Assuming said entity to be a foreign corporation, whether it may be considered as having transacted business in the
Philippines within the meaning of said sections; and
3. If so, whether its agents may be held personally liable on contracts made in the name of the entity with third
persons in the Philippines.
The lower court ruled that the Primateria Zurich was not duly proven to be a foreign corporation; nor that a societe
anonyme (sociedad anomima) is a corporation; and that failing such proof, the societe cannot be deemed to fall
within the prescription of Section 68 of the Corporation Law. We agree with the said courts conclusion. In fact,
our corporation lawrecognized the difference between sociedades anonimas and corporations.
At any rate, we do not see how the plaintiff could recover from both the principal (Primateria Zurich) and its agents. It
has been given judgment against the principal for the whole amount. It asked for such judgment, and did not appeal
from it. It clearly stated that its appeal concerned the other three defendants.
But plaintiff alleges that the appellees as agents of Primateria Zurich are liable to it under Art. 1897 of the New Civil
Code which reads as follows:
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.
But there is no proof that, as agents, they exceeded the limits of their authority. In fact, the principal Primateria
Zurich who should be the one to raise the point, never raised it, denied its liability on the ground of excess of
authority. At any rate, the article does not hold that in cases of excess of authority, both the agent and the principal
are liable to the other contracting party.
This view of the cause dispenses with the necessity of deciding the other two issues, namely: whether the agent of a
foreign corporation doing business, but not licensed here is personally liable for contracts made by him in the name of
such corporation.
1
Although, the solution should not be difficult, since we already held that such foreign corporation
may be sued here (General Corporation vs. Union Ins., 87 Phil. 509). And obviously, liability of the agent is necessarily
premised on the inability to sue the principal or non-liability of such principal. In the absence of express legislation, of
course.
IN VIEW OF THE FOREGOING CONSIDERATIONS, the appealed judgment is affirmed, with costs against appellant.
Bautista Angelo, Concepcion, Reyes, J.B.L., Dizon, Regala, Makalintal, Bengzon, J.P., and Zaldivar, JJ., concur.
Barrera, J., took no part.

DIGEST EDITION
FACTS: Primateria Societe Anonyme Pour Le Commerce Exterieur (Primateria Zurich, a sociedad anonima formed in
Zurich), through Alexander Baylin, entered into an agreement with Philippine Products Company (PPC) whereby it was
agreed that from 1951 to 1953, PPC shall ship copra products abroad.
Apparently, Primateria Zurich was not licensed by the Securities and Exchange Commission to do business in the
Philippines. Primateria Zurich also failed to pay its obligations amounting to P31,009.71. PPC sued Primateria Zurich
and it impleaded Baylin, Primateria Philippines, and one Jose Crame, the latter three being impleaded as agents of
Primateria Zurich.
The lower court ruled in favor PPC but it absolved Baylin, Crame, and Primateria Philippines.
PPC appealed as it insists that Baylin et al should be liable as agents because under Section 68 and 69 of
the Corporation Law, the agents of foreign corporations not licensed to transact in the Philippines shall be personally
liable for contracts made in their (foreign corporations) behalf.
ISSUE: Whether or not PPC is correct.
HELD: No. PPC was not able to prove that Primateria Zurich, a sociedad anonima, is a foreign corporation. And as a
sociedad anonima, Primateria Zurich is not a corporation under our Corporation Law. As such, Sections 68 and 69
cannot be invoked in order to make the alleged agents of Primateria Zurich be liable. PPC will have to enforce the
judgment against Primateria Zurich alone.

13.green valley poultry v IAC
G.R. No. L-49395 December 26, 1984
GREEN VALLEY POULTRY & ALLIED PRODUCTS, INC., petitioner
vs.
THE INTERMEDIATE APPELLATE COURT and E.R. SQUIBB & SONS PHILIPPINE CORPORATION,respondents.

ABAD SANTOS, J.:
This is a petition to review a decision of the defunct Court of Appeals which affirmed the judgment of the trial court
whereby:
... judgment is hereby rendered in favor of the plaintiff [E.R. Squibb & Sons Philippine Corporation], ordering the
defendant [Green Valley Poultry & Allied Products, Inc.] to pay the sum of P48,374.74 plus P96.00 with interest at 6%
per annum from the filing of this action; plus attorney's fees in the amount of P5,000.00 and to pay the costs.
On November 3, 1969, Squibb and Green Valley entered into a letter agreement the text of which reads as follows:
E.R. Squibb & Sons Philippine Corporation is pleased to appoint Green Valley Poultry & Allied Products, Inc. as a non-
exclusive distributor for Squibb Veterinary Products, as recommended by Dr. Leoncio D. Rebong, Jr. and Dr. J.G. Cruz,
Animal Health Division Sales Supervisor.
As a distributor, Green Valley Poultry & Allied Products, Inc. wig be entitled to a discount as follows:
Feed Store Price (Catalogue)
Less 10%
Wholesale Price
Less 10%
Distributor Price
There are exceptions to the above price structure. At present, these are:
1. Afsillin Improved 40 lbs. bag
The distributor commission for this product size is 8% off P120.00
2. Narrow Spectrum Injectible Antibiotics
These products are subject to price fluctuations. Therefore, they are invoiced at net price per vial.
3. Deals and Special Offers are not subject to the above distributor price structure. A 5% distributor commission is
allowed when the distributor furnishes copies for each sale of a complete deal or special offer to a feedstore,
drugstore or other type of account.
Deals and Special Offers purchased for resale at regular price invoiced at net deal or special offer price.
Prices are subject to change without notice. Squibb will endeavor to advise you promptly of any price changes.
However, prices in effect at the tune orders are received by Squibb Order Department will apply in all instances.
Green Valley Poultry & Allied Products, Inc. win distribute only for the Central Luzon and Northern Luzon including
Cagayan Valley areas. We will not allow any transfer or stocks from Central Luzon and Northern Luzon including
Cagayan Valley to other parts of Luzon, Visayas or Mindanao which are covered by our other appointed Distributors. In
line with this, you will follow strictly our stipulations that the maximum discount you can give to your direct and
turnover accounts will not go beyond 10%.
It is understood that Green Valley Poultry and Allied Products, Inc. will accept turn-over orders from Squibb
representatives for delivery to customers in your area. If for credit or other valid reasons a turn-over order is not
served, the Squibb representative will be notified within 48 hours and hold why the order will not be served.
It is understood that Green Valley Poultry & Allied Products, Inc. will put up a bond of P20,000.00 from a mutually
acceptable bonding company.
Payment for Purchases of Squibb Products will be due 60 days from date of invoice or the nearest business day
thereto. No payment win be accepted in the form of post-dated checks. Payment by check must be on current dating.
It is mutually agreed that this non-exclusive distribution agreement can be terminated by either Green Valley Poultry
& Allied Products, Inc. or Squibb Philippines on 30 days notice.
I trust that the above terms and conditions will be met with your approval and that the distributor arrangement will be
one of mutual satisfaction.
If you are agreeable, please sign the enclosed three (3) extra copies of this letter and return them to this Office at your
earliest convenience.
Thank you for your interest and support of the products of E.R. Squibb & Sons Philippines Corporation. (Rollo, pp. 12-
13.)
For goods delivered to Green Valley but unpaid, Squibb filed suit to collect. The trial court as aforesaid gave judgment
in favor of Squibb which was affirmed by the Court of Appeals.
In both the trial court and the Court of Appeals, the parties advanced their respective theories.
Green Valley claimed that the contract with Squibb was a mere agency to sell; that it never purchased goods from
Squibb; that the goods received were on consignment only with the obligation to turn over the proceeds, less its
commission, or to return the goods ff not sold, and since it had sold the goods but had not been able to collect from
the purchasers thereof, the action was premature.
Upon the other hand, Squibb claimed that the contract was one of sale so that Green Valley was obligated to pay for
the goods received upon the expiration of the 60-day credit period.
Both courts below upheld the claim of Squibb that the agreement between the parties was a sales contract.
We do not have to categorize the contract. Whether viewed as an agency to sell or as a contract of sale, the liability of
Green Valley is indubitable. Adopting Green Valley's theory that the contract is an agency to sell, it is liable because it
sold on credit without authority from its principal. The Civil Code has a provision exactly in point. It reads:
Art. 1905. The commission agent cannot, without the express or implied consent of the principal, sell on credit. Should
he do so, the principal may demand from him payment in cash, but the commission agent shall be entitled to any
interest or benefit, which may result from such sale.
WHEREFORE, the petition is hereby dismissed; the judgment of the defunct Court of Appeals is affirmed with costs
against the petitioner.
SO ORDERED.
DIGEST EDITION
GREEN VALLEY POULTRY & ALLIED PRODUCTS, INC.,
petitioner
vs.
THE INTERMEDIATE APPELLATE COURT and E.R. SQUIBB & SONS PHILIPPINE CORPORATION, respondents.
FACTS:
Squibb and Green Valley agreed on November 3, 1969 that Green Valley would be the distributor of the former. Squib
delivered the goods to Green Valley upon collection it failed to pay. Squibb filed a suit to collect. Green Valley alleged
that the contract enforced with Squibb was a mere agency to sell and the goods received were in consignment with
the obligation to turn over the proceeds, less its commission or to return the goods if not sold. On the other hand,
Squibb claimed that the contract was that of a sale and that Green Valley was obligated to pay for the goods within
the 60-daycredit period. Green Valley was able to sell the goods but failed to collect from the purchasers. Both the
trial and the appellate court upheld the claim of Squibb.
ISSUE:
Whether or not the contract was of sale or agency?
HELD:
Theupreme Court did not recognize if the contract was that of sale or agency. But it stated that whether viewed as
acontact of sale or agency, the liability of Green Valley is indubitable adopting Green Valleys theory that the contract
is an agency to sell, it is liable because it sold on credit without authority from its principal. The Court quoted Article
1905 of the Civil Code, The commission agent can not, without the express or implied consent of the principal, sell
on credit. Should he do so, the principal may demand from him payment in cash, but the commission agent shall be
entitled to any interest or benefit, which may result from such sale.
1) G.R. No. L-17160 November 29, 1965
PHILIPPINE PRODUCTS COMPANY, plaintiff-appellant,
vs.
PRIMATERIA SOCIETE ANONYME POUR LE COMMERCE EXTERIEUR: PRIMATERIA (PHILIPPINES) INC., ALEXANDER G.
BAYLIN and JOSE M. CRAME, defendants-appellees.

FACTS
Primateria Zurich, through defendant Alexander B. Baylin, entered into an agreement with plaintiff Philippine Products
Company, whereby the latter undertook to buy copra in the Philippines for the account of Primateria Zurich, during "a
tentative experimental period of one month from date." The contract was renewed by mutual agreement of the
parties. During such period, plaintiff caused the shipment of copra to foreign countries, pursuant to instructions from
defendant Primateria Zurich, thru Primateria (Phil.) Inc. acting by defendant Alexander G. Baylin and Jose M. Crame,
officers of said corporation. As a result, the total amount due to the plaintiff as of May 30, 1955, was P33,009.71.
At the trial, it was proven that the amount due from Primateria Zurich, on account of the various shipments of copra,
was P31,009.71, because it had paid P2,000.00 of the original claim of plaintiff. There is no dispute about accounting.
And there is no question that Alexander G. Baylin and Primateria Philippines acted as the duly authorized agents of
Primateria Zurich in the Philippines. As far as the record discloses, Baylin acted indiscriminately in these transactions in
the dual capacities of agent of the Zurich firm and executive vice-president of Primateria Philippines, which also acted
as agent of Primateria Zurich. It is likewise undisputed that Primateria Zurich had no license to transact business in the
Philippines.
For failure to file an answer within the reglementary period, defendant Primateria Zurich was declared in default.
After trial, judgment was rendered by the lower court holding defendant Primateria Zurich liable to the plaintiff for the
sums of P31,009.71, with legal interest from the date of the filing of the complaint, and P2,000.00 as and for
attorney's fees; and absolving defendants Primateria (Phil.), Inc., Alexander G. Baylin, and Jose M. Crame from any and
all liability.
Plaintiff appealed from that portion of the judgment dismissing its complaint as regards the three defendants.
It is plaintiff's theory that Primateria Zurich is a foreign corporation within the meaning of Sections 68 and 69 of the
Corporation Law, and since it has transacted business in the Philippines without the necessary license, as required by
said provisions, its agents here are personally liable for contracts made in its behalf.

ISSUES
The issues which have to be determined, therefore, are the following:
1. Whether defendant Primateria Zurich may be considered a foreign corporation within the meaning of Sections 68
and 69 of the Corporation Law;
2. Assuming said entity to be a foreign corporation, whether it may be considered as having transacted business in the
Philippines within the meaning of said sections; and
3. If so, whether its agents may be held personally liable on contracts made in the name of the entity with third
persons in the Philippines.

HELD
The lower court ruled that the Primateria Zurich was not duly proven to be a foreign corporation; nor that a societe
anonyme ("sociedad anomima") is a corporation; and that failing such proof, the societe cannot be deemed to fall
within the prescription of Section 68 of the Corporation Law. We agree with the said court's conclusion. In fact, our
corporation law recognized the difference between sociedades anonimas and corporations.
At any rate, we do not see how the plaintiff could recover from both the principal (Primateria Zurich) and its agents. It
has been given judgment against the principal for the whole amount. It asked for such judgment, and did not appeal
from it. It clearly stated that its appeal concerned the other three defendants.
But plaintiff alleges that the appellees as agents of Primateria Zurich are liable to it under Art. 1897 of the New Civil
Code which reads as follows:
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.
But there is no proof that, as agents, they exceeded the limits of their authority. In fact, the principal Primateria
Zurich who should be the one to raise the point, never raised it, denied its liability on the ground of excess of
authority. At any rate, the article does not hold that in cases of excess of authority, both the agent and the principal
are liable to the other contracting party.
This view of the cause dispenses with the necessity of deciding the other two issues, namely: whether the agent of a
foreign corporation doing business, but not licensed here is personally liable for contracts made by him in the name of
such corporation.
1
Although, the solution should not be difficult, since we already held that such foreign corporation
may be sued here (General Corporation vs. Union Ins., 87 Phil. 509). And obviously, liability of the agent is necessarily
premised on the inability to sue the principal or non-liability of such principal. In the absence of express legislation, of
course.
2)
G.R. No. 103737 December 15, 1994
NORA S. EUGENIO and ALFREDO Y. EUGENIO, petitioners,
vs.
HON. COURT OF APPEALS and PEPSI-COLA BOTTLING COMPANY OF THE PHILIPPINES, INC., respondents.

FACTS
Sps Eugenio owns a store that deals with softdrinks. It has two charge accounts with Pepsi Cola Inc.
Pepsi alleged that Sps. Eugenio "failed" to pay them with certain payments with regard to the softdrinks. Sps. Eugenio
on thesented TPR (temporary provisional receipts) showing payment signed by Pepsi's route manager Estrada.
Spouses counter- alleged that they were able to pay and there was even overpayment made by them.
NOTE: This case was remanded back to the lower court to sufficiently establish facts. However, despite this, SC was
still not convinced hence, it made a somehow unusual move to tackle on facts rather than its usual practice of only
tackling questions of law.
* LONG DISCUSSION ON EVIDENCE, but below is the only part as regards AGENCY:
We do not agree with the strained implication intended to be adverse to petitioners. The TPRs presented in evidence
by petitioners are disputably presumed as evidentiary of payments made on account of petitioners. There are
presumptions juris tantum in law that private transactions have been fair and regular and that the ordinary course of
business has been followed.
37
The role of presumptions in the law on evidence is to relieve the party enjoying the
same of the evidential burden to prove the proposition that he contends for, and to shift the burden of evidence to
the adverse party. Private respondent having failed to rebut the aforestated presumptions in favor of valid payment
by petitioners, these would necessarily continue to stand in their favor in this case.
Besides, even assuming arguendo that herein private respondent's cashier never received the amounts reflected in
the TPRs, still private respondent failed to prove that Estrada, who is its duly authorized agent with respect to
petitioners, did not receive those amounts from the latter. As correctly explained by petitioners, "in so far as the
private respondent's customers are concerned, for as long as they pay their obligations to the sales representative of
the private respondent using the latter's official receipt, said payment extinguishes their obligations."
38
Otherwise, it
would unreasonably cast the burden of supervision over its employees from respondent corporation to its customers.
Still pursuing its ruling in favor of respondent corporation, the Court of Appeals makes the following observation:
. . . Having allegedly returned 600 Fulls to the plaintiff's representative on May 6, 10, and 14, 1980, appellant-wife's
Abigail Store must have received more than 1,800 cases of soft drinks from plaintiff before those dates. Yet the
Statement of Overdue Account pertaining to Abigail Minimart (Exhs. "D", "D-1" to "D-3") which appellant-husband and
his representative Luis Isip signed on August 3, 1981 does now show more than 1,800 cases of soft drinks were
delivered to Abigail Minimart by plaintiff's Quezon City Plant (which supposedly issued the disputed TPRs) in May,
1980 or the month before."
42

We regret the inaccuracy in said theory of respondent court which was impelled by its sole and limited reliance on a
mere statement of overdue amounts. Unlike a statement of account which truly reflects the day-to-day movement of
an account, a statement of an overdue amount is only a summary of the account, simply reflecting the balance due
thereon. A statement of account, being more specific and detailed in nature, allows one to readily see and verify if
indeed deliveries were made during a specific period of time, unlike a bare statement of overdue payments.
Respondent court cannot make its aforequoted categorical deduction unless supporting documents accompanying the
statement of overdue amounts were submitted to enable easy and accurate verification of the facts.
A perusal of the statement of overdue accounts shows that, except for a reference number given for each entry, no
further details were volunteered nor offered. It is entirely possible that the statement of overdue account merely
reflects the outstanding debt of a particular client, and not the specific particulars, such as deliveries made,
particularly since the entries therein were surprisingly entered irrespective of their chronological order. Obviously,
therefore, one can not use the statement of overdue amounts as conclusive proof of deliveries done within a
particular time frame.
Except for its speculation that petitioner Alfredo Y. Eugenio could have had easy access to blank forms of the TPRs
because he was a former route manager no evidence whatsoever was presented by private respondent in support of
that theory. We are accordingly intrigued by such an unkind assertion of respondent corporation since Azurin himself
admitted that their accounting department could not even inform them regarding the persons to whom the TPRs were
issued.
43
In addition, it is significant that respondent corporation did not take proper action if indeed some receipts
were actually lost, such as the publication of the fact of loss of the receipts, with the corresponding investigation into
the matter.
We, therefore, reject as attenuated the comment of the trial court that the TPRs, which Eugenio submitted after the
reconciliation meeting, "smacks too much of an afterthought."
44
The reconciliation meeting was held on August 4,
1981. Three months later, on November, 1981, petitioner Alfredo Y. Eugenio submitted the four TPRs. He explained,
and this was not disputed, that at the time the reconciliation meeting was held, his daughter Nanette, who was
helping his wife manage the store, had eloped and she had possession of the TPRs.
45
It was only in November, 1981
when petitioners were able to talk to Nanette that they were able to find and retrieve said TPRs. He added that during
the reconciliation meeting, Atty. Rosario assured him that any receipt he may submit later will be credited in his favor,
hence he signed the reconciliation documents. Accordingly, when he presented the TPRs to private respondent, Atty.
Rosario directed Mr. Azurin to verify the TPRs. Thus, the amount stated in the reconciliation sheet was not final, as it
was still subject to such receipts as may thereafter be presented by petitioners.
On the other hand, petitioners claimed that the signature of petitioner Nora S. Eugenio in Sales Invoice No. 85366, in
the amount of P5,631.00 is spurious and should accordingly be deducted from the disputed amount of P74,849.40. A
scrutiny of the reconciliation sheet shows that said amount had already been deducted upon the instruction of one
Mr. Coloma, Plant Controller of Pepsi-Cola , Muntinlupa Plant.
46
That amount is not disputed by respondent
corporation and should no longer be deducted from the total liability of petitioner in the sum of P74,849.40. Since
petitioners had made a payment of P80,560.00, there was consequently an overpayment of P5,710.60.
All told, we are constrained to hold that respondent corporation has dismally failed to comply with the pertinent rules
for the admission of the evidence by which it sought to prove its contentions. Furthermore, there are questions left
unanswered and begging for cogent explanations why said respondent did not or could not comply with the
evidentiary rules. Its default inevitably depletes the weight of its evidence which cannot just be taken in vacuo, with
the result that for lack of the requisite quantum of evidence, it has not discharged the burden of preponderant proof
necessary to prevail in this case.
WHEREFORE, the judgment of respondent Court of Appeals in C.A. G.R. CV No. 26901, affirming that of the trial court
in Civil Case No. Q-34718, is ANNULLED and SET ASIDE. Private respondent Pepsi-Cola Bottling Company of the
Philippines, Inc. is hereby ORDERED to pay petitioners Nora and Alfredo Eugenio the amount of P5,710.60
representing overpayment made to the former.
The substantive law is that payment shall be made to the person in whose favor the obligation has been constituted,
or his successor-in-interest or any person authorized to receive it.
39
As far as third persons are concerned, an act is
deemed to have been performed within the scope of the agent's authority, if such is within the terms of the power of
attorney, as written, even if the agent has in fact exceeded the limits of his authority according to an understanding
between the principal and his agent.
40
In fact, Atty. Rosario, private respondent's own witness, admitted that "it is the
responsibility of the collector to turn over the collection."
41