You are on page 1of 2

Antonio Vazquez Vs Francisco de Borja

Antonio Vazquez, petitioner vs. Francisco de Borja, respondent GR 48930 2/23/44Francisco


de Borja, petitioner vs. Antonio Vazquez, respondent GR 48931 2/23/44
Facts:

Borja instituted a claim to recover 4,702.7 from 3 alleged causes from Vazquez(co.
acting president and manager) and Fernando Busuego (co. treasurer).
On Jan, 1932 Vazquez and Busuego obligated themselves to sell to Borja 4,000
cavans of palay at P2.10/cavan. And they were able to receive the full, paymkent of
P8400 from Borja.
Vazquez and Busuego were only able to deliver 2,488 cavans, equivalent to P5,224.
Borja cited 3 causes of action from his losses.
o 1st: They then refused to deliver the balance of 1,512 cavans or P3,175.2 of
the money, after repeated demands from Borja.
o 2nd:Borja suffered damages of P1,000 from their refusal.
o 3rd: Borja had an additional P150 damages when Vazquez and Busuego
refused to return 1,510 of the unused sacks consigned to them for the 4,000
cavans since only 2,488 was delivered and used.

Vazquez denied the contract entered either with or without Busuego. He alleges that
the agreement was between Natividad-Vazquez Sabani Devt (NVSD)Co. Inc. He was
only an acting manager. He further claims his own damages of P1000.

RTC ruled that Vazquez should pay Borja (plaintiff) P3,175.2 plus sum of P377.5 and
legal interest. Busuego was then absolved.
CA modified to reduce damages to come up with a total of P3,314.78 with legal
interest and cost.
Then the defendant Vazquez filed for a motion for reconsideration.
CA ruled to set aside its decision and to remand the case.
Vazquez filed for certiorari to review and reverse the CA.
Borja filed for certiorari for CA to maintain decision.
SC denied Borjas filing for certiorari because the remanding was for his benefit, to
allow him opportunity to refute Vazquezs contention. SC said this was an action on a
contract. CA was wrong in the case analysis.
SC then found the CAs decision of remanding the case wrong. Since they had no
justification for ordering a new trial. The parties themselves didnt demand it.
And the issue in the CA of WON the company had sufficient stock at the time the
appellant sold1,500 cavans to another buyer (Kwong ah Poy) is irrelevant to the real
issue.

Issue:
WON plaintiff. Borja entered into a contract with Vazquez in his personal capacity
or as manager of the NVSD Co. Inc / Whether or not Vasquez, as mere agent, is
liable for damages.
Ruling:
NO. The SC said that the CA itself admitted that accdg. to preponderance of evidence,
Vazquez acted as acting manger of the NVSD co. Inc., when he sold 4,000 cavans of palay.
Instead of remanding the case, the CA should have dismissed the complaint
because the real party which is the company is not included in the case.

Even the plaintiffs argument that it was Vazquez who contracted and who received
the money from Borja was invalid and insufficient to hold the president of the
corporation personally liable. Even if the corporation was an artificial being by law,
the mere fact that it is a legal fiction and only able to act through its agents doesnt
make these agents liable.
The RTC and CA held Vazquez negligent, but they are wrong. They have failed to
distinguish a contractual from an extra-contractual obligation.
The fault under Art. 1101-1104 of the CC are those incidental to the fulfillment or
nonfulfillment of contractual obligation. While the fault or negligence referred to in
Art. 1902 is the culpa aquiliana of the civil law, w/c gives rise to obligation
independent of any contract.
The fact that the corporation acting thru Vazquez even if he is negligent will not
make him liable whether principally or subsidiarily. SINCE IT WAS THE
CORPORATIONS CONTRACT, THEN IT IS LIABLE.
So, if outside of the contract, Vazquez by a negligent act caused damage to Borja,
then he would be liable under Art.1902 CC. And Borjas cause of action must be culpa
aquiliana and not contract. By then, Vazquez would have been principally liable. As
this was not alleged then the RTC could not have this in its jurisdiction.
* However, SC thinks it was Vasquezs moral duty towards the party with whom he
contracted in said capacity to see to it that the corporation represented by him
fulfilled the contract by delivering the palay it had sold, the price of which it had
already received. Recreant to such duty as a moral person, he has no legitimate
cause for indignation. Under the circumstances he not only has no cause of action
against the plaintiff for damages but is not even entitled to costs.
The judgment of the Court of Appeals is reversed, and the complaint is hereby
dismissed, without any finding as to costs.
DISSENTING:
PAras, J. : It was his refusal to deliver the remaining obligations that warrant his negligence.
But it was also his fault that his own negligence prevented the fulfillment of the obligation.
And when he made the sale, he knew the corporation to be insolvent, and now dissolved.
Since he owned a considerable part of the corporation, then if he isnt punished, then he will
profit from his own wrong

You might also like