Cases Week 9 Nd 10 Agency

7/23/2019 Cases Week 9 Nd 10 Agency

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Republic of the PhilippinesSUPREME COURT

Manila

EN BANC

G.R. No. L-11491 August 23, 1918

ANDRES QUIROGA,plaintiff-appellant,vs.

PARSONS ARD!ARE CO., defendant-appellee.

Alfredo Chicote, Jose Arnaiz and Pascual B. Azanza for appellant.Crossfield & O'Brien for appellee.

A"ANCE#A, J.$

On Januar !", #$##, in this cit of %anila, a contract in the follo&in' tenor &as entered into b and bet&een theplaintiff, as part of the first part, and J. Parsons (to &hose ri'hts and obli'ations the present defendant latersubro'ated itself), as part of the second part*

CON+RAC+ EEC+E B/ AN BE+0EEN ANRE1 23RO4A AN J. PAR1ON1, BO+5MERC5AN+1 E1+AB6315E 3N MAN36A, 7OR +5E EC6138E 1A6E O7 923RO4A9 BE13N +5E 831A/AN 316AN1.

AR+3C6E #. on Andres 2uiro'a 'rants the e:clusive ri'ht to sell his beds in the 8isaan 3slands to J.Parsons under the follo&in' conditions*

(A) Mr. 2uiro'a shall furnish beds of his %anufacture to Mr. Parsons for the latter;s establish%ent in 3loilo,and shall invoice the% at the sa%e price he has fi:ed for sales, in Manila, and, in the invoices, shall %a and Mr.Parsons shall order the beds b the do?en, &hether of the sa%e or of different stles.

(B) Mr. Parsons binds hi%self to pa Mr. 2uiro'a for the beds received, &ithin a period of si:t das fro%the date of their ship%ent.

(C) +he e:penses for transportation and ship%ent shall be borne b M. 2uiro'a, and the frei'ht,insurance, and cost of unloadin' fro% the vessel at the point &here the beds are received, shall be paid bMr. Parsons.

() 3f, before an invoice falls due, Mr. 2uiro'a should re@uest its pa%ent, said pa%ent &hen %ade shall

be considered as a pro%pt pa%ent, and as such a deduction of ! per cent shall be %ade fro% thea%ount of the invoice.

+he sa%e discount shall be %ade on the a%ount of an invoice &hich Mr. Parsons %a dee% convenientto pa in cash.

(E) Mr. 2uiro'a binds hi%self to 'ive notice at least fifteen das before hand of an alteration in pri&hich he %a plan to %a


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in articles ! and , onl e:presses that the defendant &as the onl one that could sell the plaintiff;s beds in the8isaan 3slands. 0ith re'ard to the re%ainin' clauses, the least that can be said is that the are not inco%patible&ith the contract of purchase and sale.

+he plaintiff calls attention to the testi%on of Ernesto 8idal, a for%er vice-president of the defendant corporation and&ho established and %ana'ed the latter;s business in 3loilo. 3t appears that this &itness, prior to the ti%e of histesti%on, had serious trouble &ith the defendant, had %aintained a civil suit a'ainst it, and had even accused one ofits partners, 4uiller%o Parsons, of falsification. 5e testified that it &as he &ho drafted the contract E:hibit A, and,&hen @uestioned as to &hat &as his purpose in contractin' &ith the plaintiff, replied that it &as to be an agent for hisbeds and to collect a commission on sales . 5o&ever, accordin' to the defendant;s evidence, it &as Mariano 6ope?1antos, a director of the corporation, &ho prepared E:hibit A. But, even supposin' that Ernesto 8idal has stated thetruth, his state%ent as to &hat &as his idea in contractin' &ith the plaintiff is of no i%portance, inas%uch as thea'ree%ents contained in E:hibit A &hich he clai%s to have drafted, constitute, as &e have said, a contract of

purchase and sale, and not one of co%%ercial a'enc. +his onl %eans that Ernesto 8idal &as %ista andit 'ives no ri'ht to have the contract considered, not as the parties stipulated it, but as the perfor%ed it. Onl theacts of the contractin' parties, subse@uent to, and in connection &ith, the e:ecution of the contract, %ust beconsidered for the purpose of interpretin' the contract, &hen such interpretation is necessar, but not &hen, as in theinstant case, its essential a'ree%ents are c learl set forth and plainl sho& that the contract belon's to a certain


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1o%eti%e the follo&in' ear, and after so%e ne'otiations bet&een the sa%e parties, plaintiff anddefendants, another order for sound reproducin' e@uip%ent &as placed b the plaintiff &ith the defendant,on the sa%e ter%s as the first order. +his a'ree%ent or order &as confir%ed b the plaintiff b its letterE:hibit 9!9, &ithout date, that is to sa, that the plaintiff &ould pa for the e@uip%ent the a%ount of #,G,&hich &as supposed to be the price @uoted b the 1tarr Piano Co%pan, plus # per cent co%%ission,plus all e:penses incurred. +he e@uip%ent under the second order arrived in due ti%e, and the defendant&as dul paid the price of #,G &ith its # per cent co%%ission, and #G, for all e:penses and char'es.+his a%ount of #G does not represent actual out-of-poc 5osser v. Copper, I Allen, "> oles v. Merrill, #F Mass., "##.)+he letters, E:hibits # and !, b &hich the respondent accepted the prices of #,F and #,G, respectivel, for thesound reproducin' e@uip%ent subect of its contract &ith the petitioner, are clear in their ter%s and ad%it no otherinterpretation that the respondent in @uestion at the prices indicated &hich are fi:ed and deter%inate. +herespondent ad%itted in its co%plaint filed &ith the Court of 7irst 3nstance of Manila that the petitioner a'reed to sellto

it the first sound reproducin' e@uip%ent and %achiner. +he third para'raph of the respondent;s cause of acstates*

. +hat on or about Nove%ber #$, #$!$, the herein plaintiff (respondent) and defendant (petitionerentered into an a'ree%ent, under and b virtue of &hich the herein defendant &as to secure fro% tnited 1tates, and selland deliver to the herein plaintiff, certain sound reproducin' e@uip%ent and%achiner, for &hich the said defendant, under and b virtue of said a'ree%ent, &as to receive thecost price plus ten per cent (#), and &as also to be rei%bursed for all out of poc


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Co%pan e:cept fro% the petitioner alone> it &illin'l paid the price @uoted> it received the e@uip%ent and %achineras represented> and that &as the end of the %atter as far as the respondent &as concerned. +he fact that thepetitioner obtained %ore or less profit than the respondent calculated before enterin' into the contract or reducin'the price a'reed upon bet&een the petitioner and the respondent. Not ever conceal%ent is fraud> and short offraud, it &ere better that, &ithin certain li%its, business acu%en per%it of the loosenin' of the sleeves and of thesharpenin' of the intellect of %en and &o%en in the business &orld.

+he &rit of certiorarishould be, as it is hereb, 'ranted. +he decision of the appellate court is accordin'l reversedand the petitioner is absolved fro% the respondent;s co%plaint in 4. R. No. #!, entitled 9Arco A%use%entCo%pan (for%erl 0ei'ht*

Appro:i%atel I o?. per d> +en (#)colors, buers choice, as per attachedsa%ples, e@uall assorted> at #.#per ard 7.A.1. Ne& /or< . 1. ##,=.3te% herein sold are 7OB-7A1 C. D 7C37

+ERM1 AN CON3+3ON1

Acceptance

+his Buer;s Order is subect to confir%ation b the e:porter. 1hip%ent

Period of 1hip%ent is to be &ithin ece%ber. Ban< ocu%ents should be for a line of "= das to apresentation and pa%ent a'ainst 9ON BOAR9 bills of ladin'. Partial ship%ents per%itted.

Pa%ent

Pa%ent &ill be b 9Confir%ed 3rrevocable 6etter of Credit9 to be opened in favor of 7ren


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1. Arnold Maers that upon receipt of 6i%+ec< 1uan;s co%plaint the defendants passed it to its principal, 7ren

9. +his order %a be subect to dela because of uncertain shippin' conditions. 0ar ris< insuranctranshippin' char'es, if an, port char'es, and an stora'e that %a be incurred due to our not tadeliver of the order upon bein' notified b us that the order is read for deliver, and 'overn%ent are all for our account>

9". +he ter%s of this a'ree%ent &ill be either of the follo&in'*9a. +o open up irrevocable letter of credit for the value of the order &ith an of the local ban9b. +o put up a cash deposit e@uivalent to = of the order>

9=. Reasonable substitute, &henever possible, &ill be shipped in lieu of ite%s called for, if order is navailable.9

Accordin'l, 8elasco deposited &ith the defendant the su% of #,F &hich is = of the price of &his


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&ithdra&n and sold for the best price possible, all at the su''estion of the E:port co%pan. +he present case is inour opinion a stron'er one than that of 8elasco for holdin' the transaction as one of purchase and sale because as%a be noticed fro% the a'ree%ent (E:hibit 9A9), the sa%e spea


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3t is appellant;s contention that it cannot be held liable on its bond for the reason that the latter &as filed on the theorthat the contract bet&een the plaintiff and +on' &as one of a'enc as a result of &hich, said suret Co%pan'uaranteed the faithful perfor%ance of ton' as a'ent, but that it turned out that said contract &as one of purchaseand sale, sho&n b the ver title of said contract (E:hibit A), na%el, 9Contract of Purchase and 1ale9, and appellantnever undertoo< to 'uarant the faithful perfor%ance of +on' as a purchaser. 5o&ever, a careful e:a%ination of thesaid contract sho&s that appellant is onl partl ri'ht, for the reason that the ter%s of the said contract, &hileprovidin' for sale of Bee 0a: fro% the plaintiff to +on' and purchase of the sa%e b +on' fro% the plaintiff, alsodesi'nates +on' as the sole distributor of the article &ithin a certain territor. Besides, para'raph " of the contractentitled 91ecurit9, provides that ton' &as to furnish suret bond to cover all ship%ents %ade b the plaintiff to hi%.7urther%ore, appellant %ust have understood the contract to one, at least partl, of a'enc because the bond itself(E:hibit B) sas the follo&in'*

05EREA1, the above bounden principal has been appointed as eclusie agentfor Pearl 3slands

Co%%ercial Corporation of Manila, Philippines, for the 8isaas-Mindanao Provinces> . . .

nder the circu%stances, &e are afraid that the 1uret Co%pan is not no& in a position to den its liabilit for theship%ent of the !$$ cases of Bee 0a: dul received b +on' and his failure to pa its value of PF,#F, %inus PFFor a balance of PG,F, of course, up to the li%it of P=,, the a%ount of the bond. +rue, the contract (E:hibit A) isnot entirel clear. 3t is in so%e respects, even confusin'. 0hile it spea and9ca%arin9 the appellant &as e%pt. Althou'h the appellant denied that de%ands for pa%&ere %ade upon her, it is a fact that on October #$, #$GG, she &rote a letter to 1alud Ba&hich reads as follo&s*

ear 1alud,

5indi a


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Medio %ahirap an' %anin'il sa palen'


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6ess #

istributor Price

+here are e:ceptions to the above price structure. At present, these are*

#.Afsillin -mproed / 01 lbs. bag

+he distributor co%%ission for this product si?e is I off P#!.

!. *arro2 / pectrum -nectible Antibiotics

+hese products are subect to price fluctuations. +herefore, the are invoiced at net price pervial.

. eals and 1pecial Offers are not subect to the above distributor price structure. A =distributor co%%ission is allo&ed &hen the distributor furnishes copies for each sale of aco%plete deal or special offer to a feedstore, dru'store or other tpe of account.

eals and 1pecial Offers purchased for resale at re'ular price invoiced at net deal or specialoffer price.

Prices are subect to chan'e &ithout notice. 1@uibb &ill endeavor to advise ou pro%ptl of anprice chan'es. 5o&ever, prices in effect at the tune orders are received b 1@uibb Orderepart%ent &ill appl in all instances.

4reen 8alle Poultr D Allied Products, 3nc. &in distribute onl for the Central 6u?on andNorthern 6u?on includin' Ca'aan 8alle areas. 0e &ill not allo& an transfer or stoc


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Manila

73R1+ 38313ON

G.R. No. L-&?&4& '6(u60 28, 1983

@ERT OSME#A ASSOCIATES, petitioners,vs.TE COURT O APPEALS 6(< SPOUSES PEDRO QUIM@O 6(< LEONADI+A QUIM@O, respondents.

iguion 3eyna, $ontecillo & Ongsia4o for petitioners.

)ilario #aide, Jr., for priate respondents.

R E 1 O 6 + 3 O n

MELENCIO-ERRERA,J.:

1ou'ht to be reversed in this Petition for Revie& on certiorari is the ecision of respondent Court of Appeals in CA-4.R. No. G!G#-R, entitled 9Pedro 2ui%bo and 6eonadi?a 2ui%bo vs. Car%en 1i'uen?a and 5elena 1i'uen?a, BertOs%eQa D Associates, 3nc.9 sentencin' defendants, ointl and severall, to pa da%a'es to the plaintiffs, &ho arethe private respondents herein.

pon a revie& of the evidence, &e find as established* (#) that on June , #$F#, a 9Contract of 1ale9 over 6ots # and!, Bloc< 3, Phase 33 of the Clarita 1ubdivision, Cebu Cit, for the total price of P#=,!., &as e:ecuted in favor of

the 2ui%bo spouses. +he sellers &ere petitioner co%pan, developer of the subdivision, and Car%en and 5elena1i'uen?a, o&ners of the propert, represented b petitioner. Antonio 8. Os%eQa si'ned the contract on behalf of theco%pan. 1i'nin' as &itness &as one C. 1i'uen?a.

(!) +he spouses had intended to c onstruct a house thereon inas%uch as their rented abode, for &hich the &erepain' P#F. %onthl, had beco%e inconvenient for their fa%il. Plans for the house &ere dra&n. +he spouses&ere read to pa the purchase price in full even before the due date of the first install%ent and advised 5elena1i'uen?a accordin'l so that title in their na%es could be delivered to the%. On the prete:t that a road &ouldtraverse the lots purchased, 5elena proposed to e:chan'e another lot (6ot "$) &ith the sa%e area for the lotspurchased b the spouses to &hich the latter hesitatin' a'reed. ntil #$F, ho&ever, no title could be 'iven the2ui%bo spouses.

() 3t turned out that on ece%ber #=, #$G$, or appro:i%atel a ear and a half prior to the sale in the spouses; favor,6ots Nos. # and ! had alread been sold to r. 7rancisco Manin'o (E:hs. 94 9 and 94-# 9), and that +ransferCertificates of +itle Nos. "I="G and "I="F &ere issued in favor of 3renea Manin'o on 1epte%ber !#, #$F (E:hs. 959and 95-# 9), or about nine %onths before. the sale. Annotated on said titles &ere %ort'a'es in favor of petitioner.

(") iscoverin' this fact onl in #$F, respondent spouses instituted this suit for a%a'es a'ainst petitionerco%pan and the 1i'uen?as on March !=, #$F".

3n its ud'%ent, the lo&er Court ordered petitioner co%pan and the 1i'uen?as to pa da%a'es to respondentspouses as follo&s*

05ERE7ORE, based on all the fore'oin' considerations, ud'%ent is hereb rendered of the plaintiffs and a'ainst the defendants orderin' the latter*

+o pa, ointl and severall, the plaintiffs P,"., &ith interest at the le'al rate fro% J#$F# until the sa%e shall have been full paid> P#,. as co%pensation for the peloss plaintiffs suffered for failure to construct their residential house> P=,G#. asrei%burse%ent for the rentals plaintiffs paid fro% Januar #$F! to 1epte%ber G, #$F">P=,. as %oral da%a'es, P!=,. as e:e%plar da%a'es, P=,. as attornfees> and the cost. 1

+he Appellate Court affir%ed the ud'%ent of the +rial Court in toto. 5ence, this recourse b petitioner co%paadvancin' tile follo&in' ar'u%ents*

#) +he 5onorable Court of Appeals seriousl erred in not havin' considered the contracthavin' been novated b virtue of the chan'e in the subect %atter or obect of the contra

!) +he courts belo& seriousl erred for havin' found petitioner to have acted fraudulentlthere is no evidence to support such a findin'>

) +he Court of Appeals co%%itted serious error in la& &hen it held petitioner ointl andseverall liable to pa P#,. as co%pensation for the pecuniar loss suffered b M2ui%bo>

") +he Court seriousl erred in holdin' petitioner ointl and severall liable &ith the 1i'uto pa %oral da%a'es to 2ui%bo, there bein' no evidence sho&in' fraud or bad faithperpetrated b petitioner>

=) +he lo&er court seriousl erred in holdin' petitioner liable to pa the su% of P=,G#.

rei%burse%ent for rentals because 2ui%bo &as no lon'er interested in the lots on &hichhouse &as supposed to have been constructed but sou'ht onl for rei%burse%ent of thedo&npa%ent>

G) +he Court belo& erred in holdin' petitioner liable ointl and severall for e:e%plar dattornes fees and costs>

F) +he court seriousl erred in fact and in la& in holdin' petitioner ointl and severall &1i'uen?as to return the do&npa%ent.

E:cept for so%e ite%s of da%a'es a&arded, &e affir%.

#) Petitioner;s contention that in. as %uch as respondent spouses had a'reed to e:chan'e 6ot "$ for 6ots #the contract of sale had been novated and its liabilit e:tin'uished, in untenable. No ne& contract &as ever ebet&een. petitioner and respondent spouses, not&ithstandin' 5elena 1i'uen?a;s assurances to that effect. Ab respondent Court*


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+his stand ta and P=,. as attorne;s fees. Costs petitioner co%pan.

1O ORERE.


Manila

EN BANC

G.R. No. L-4&9%? 'u 2*, 1939

PACIIC COMMERCIAL COMPAN,plaintiff-appellant,vs.ALREDO L. ATCO,defendant-appellee.

9.P. 3eilla for appellant.Office of the olicitor:%eneral +uason for appellee.

A"ANCE#A, C.J.:

+he plaintiff, a corporation en'a'ed in business as a %erchant, &ith offices in Manila, Cebu and 3loilo, durin'period fro% April #, #$" to ece%ber #, #$=, sold in the Philippines, for the account of 8ictorias Millin' Canother Philippine corporation, refined su'ar, %anufactured b the said corporation, up to the total a%ount oP#,#!G,#=.$G, havin' received b &a of co%%ission for this sale the a%ount of P!$,=".!$. +he corporati8ictorias Millin' Co., paid to the Collector of 3nternal Revenue for this sale the a%ount of P#G,$"".$ as %ersales ta: in its capacit as %anufacturer and o&ner of the su'ar sold. Not&ithstandin' this pa%ent %ade b8ictorias Millin' Co., the Collector of 3nternal Revenue also collected fro% the plaintiff the sa%e ta: for the saa%ount of P#G,$"".$.

+he sales of this su'ar &ere %ade b the plaintiff in t&o &as. +he plaintiff loo


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+he court found that of the price of su'ar s old b the plaintiff, the a%ount of P==I,==."# corresponds to su'ar soldfor deliver e:-&arehouse and that of P=GF,=I=.== corresponds to su'ar sold for deliver e:-ship, and considerin'that in the first case the plaintiff acted as a co%%ission %erchant, and in the second case a bro (b) &hether the plaintiffacted as a co%%ission %erchant as to the su'ar delivered e:-&arehouse> (c) &hether the plaintiff acted as a %ereco%%ercial bro


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pon the @uestion at issue, our urisprudence is &averin', if not confusin' and contradictor, and 3 had &ished thatthis court %a0u60 21, 198*

S!IT+ERLAND GENERAL INSURANCE COMPAN, LTD., petitioner,vs.ON. PEDRO A. RAMIRE+, P0)sB


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such proof of a ne'ative alle'ation, &hich it has failed to adduce, the pleader %ust suffer defeatunder the rules of evidence (section #, Rule ##, Revised Rules of Court). Be that as it %a, thesurve report sub%itted in evidence b the plaintiff states that after co%pletion of deliver theconsi'nee si'nified its ;intention to file a clai% for the full value of the loss sustained b theship%ent; (E:hibits #, #-# to #-=), a fact that has not at all been refuted b the defendant Oa%a6ine.

+he fact that the defendant Oa%a 6ine has been declared insolvent b the +o


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=. 7or those arisin' b reason of a %isuse of po&ers and non-fulfill%ent of the duties &hichpertain to hi% in accordance &ith Articles G# and G#!.

G. 7or those arisin' b reason of his 'oin' out of his course or ta


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MR. 76OREN+3NO RA66O1, Cebu.

EAR 13R* 3 have the honor to infor% ou that 3 have on this date opened in % stea%ship office at No.#G Muelle de la Reina, Binondo, Manila, P. 3., a shippin' and co%%ission depart%ent for buin' andsellin' leaf tobacco and other native products, under the follo&in' conditions*

#. 0hen the consi'n%ent has been received, the consi'nor thereof &ill be credited &ith a su% not toe:ceed t&o-thirds of the value of the 'oods shipped, &hich %a be %ade available b acceptance of adraft or &ritten order of the consi'nor on five to ten da;s si'ht, or b his orderin' at his option a bill of'oods. 3n the latter case he %ust pa a co%%ission of ! per cent.

!. No draft or &ritten order &ill be accepted &ithout previous notice for&ardin' the consi'n%ent of 'oodsto 'uarantee the sa%e.

. E:penses of frei'ht, haulin' and everthin' necessar for dul e:ecutin' the co%%ission &ill bechar'ed in the co%%ission.

". All advances %ade under sections (#) and () shall bear interest at # per cent a ear, countin' b thesale of the 'oods s hipped or re%ittance of the a%ount thereof.

=. A co%%ission of ! T per cent &ill be collected on the a%ount reali?ed fro% the sale of the 'oodsshipped.

G. A Pa%ent &ill be %ade i%%ediatel after collection of the price of the 'oods shipped.

F. Orders &ill be ta


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Manila

EN BANC

G.R. No. L-?&3* O7to>)0 ?, 1911

LA COMPA#IA GENERAL DE TA@ACOS DE ILIPINAS,plaintiff-appellant,vs.DIA@A,defendant-appellee.

Orense and %onzales diez, for appellant.*o appearance for appellee.

'ONSON, J.:

On the #$th of Jul, #$$, the plaintiff co%%enced an action a'ainst the defendant in the Court of 7irst 3nstance ofthe Province of 6ete, for the purpose of recoverin' the su% of P""!, for 'oods sold and delivered b the plaintiff,throu'h its a'ent (4utierre?) to the defendant, bet&een the ##th of Januar, #$$, and the #st of April, #$$.

+o this co%plaint the defendant, in his special ans&er, ad%itted that he had purchased fro% the a'ent of the plaintiff(4utierre?) 'oods, &ares, and %erchandise, bet&een the #!th of J anuar, #$$, and the #=th of March, #$$,a%ountin' to the su% of PG$!, and that he had sold to the a'ent of the plaintiff (4utierre?) abaca and other effects,bet&een the !=th of Januar, #$$, and the Gth of 7ebruar, #$$, a%ountin' to P#,I.I, leavin' a balance duehi% (the defendant) of PG#G.I.5a2phil.net

After hearin' the evidence, the 5on. Charles A. 6o&, ud'e, found that the plaintiff &as indebted to the defendant inthe su% of PG#G.I, and rendered a ud'%ent a'ainst the plaintiff for said su%. 7ro% that ud'%ent the plaintiffappealed for said su%. 7ro% that ud'%ent the plaintiff appealed and %ade several assi'n%ents of error in thiscourt.

An e:a%ination of the record brou'ht to this court sho&s b a lar'e preponderance of the evidence that the a'ent ofthe plaintiff (4utierre?) had been sellin' 'oods, &ares, and %erchandise to the defendant, and buin' abaca andother a'ricultural products of the defendant for a period coverin' %ore than ei'ht ears> that the particulartransactions to &hich the present action related too< place bet&een the ##th of Januar, #$$, and the #st of April,#$$. +he plaintiff atte%pted to sho& that it had suspended its a'ent (4utierre?), as its a'ent, and that he (4utierre?)had no further authorit to represent it (the plaintiff). +here is no convincin' proof in the record that the orders 'ivenb the plaintiff to its a'ent (4utierre?) had ever been co%%unicated to the defendant. +he defendant had a perfectri'ht to believe, until other&ise infor%ed, that the a'ent of the plaintiff, in his purchase of abaca and other effects &asstill representin' the plaintiff in said transactions. +he plaintiff, durin' the trial of the cause, placed 4utierre?, itsa'ent, upon the stand as a &itness. 5e testified that the abaca &hich &as purchased of the defendant &aspurchased b hi% a a'ent of the plaintiff and that said abaca &as actuall delivered to the plaintiff. +he plaintiff, itappears, &as perfectl &illin' to ratif the acts of its a'ent in sellin' 'oods to the defendant, but see%ed to beun&illin' to ratif said a'ent;s acts in purchasin' 'oods fro% the defendant.

nder all of the facts of record, &e see no reason for %odifin' the ud'%ent of the lo&er court> the sa%e is,therefore, hereb affir%ed &ith costs.


Manila

EN BANC

G.R. No. 29?2 )>0u60 2%, 19*%

@. . MAC;E, ET AL.,plaintiffs-appellees,vs.'OSE CAMPS,defendant-appellant.

$anuel %. %aieres for appellant.%ibbs & %ale for appellees.

CARSON, J.:

+he plaintiffs in this action, B. 5. Mac that o

de%and for pa%ent of balance of the account 7lores infor%ed hi% that he did not have the necessar fundshand, and that he &ould have to &ait the return of his principal, the defendant, &ho &as at that ti%e v isitin' iprovinces> that 7lores ac


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+he defendant did not 'o on the stand nor call an &itnesses, and relies &holl on his contention that the fore'oin'facts are not sufficient to establish the fact that he received the 'oods for &hich pa%ent is de%anded.

3n the absence of proof of the contrar &e thin< that this evidence is sufficient to sustain a findin' that 7lores &as thea'ent of the defendant in the %ana'e%ent of the bar of the 0ashin'ton Cafe &ith authorit to bind the defendant, hisprincipal, for the pa%ent of the 'oods %entioned in the co%plaint.

+he contract introduced in evidence sufficientl establishes the fact that the defendant &as the o&ner of businessand of the bar, and the title of 9%ana'in' a'ent9 attached to the si'nature of 7lores &hich appears on that contract,to'ether &ith the fact that, at the ti%e the purchases in @uestion &ere %ade, 7lores &as apparentl in char'e of thebusiness, perfor%in' the duties usuall entrusted to %ana'in' a'ent, leave little roo% for doubt that he &as there asauthori?ed a'ent of the defendant. One &ho clothes another apparent authorit as his a'ent, and holds hi% out tothe public as such, can not be per%itted to den the authorit of such person to act as his a'ent, to the preudice of

innocent third parties dealin' &ith such person in 'ood faith and in the follo&in' preassu%ptions or deductions,&hich the la& e:pressl directs to be %ade fro% particular facts, are dee%ed conclusive*

(#) 90henever a part has, b his o&n declaration, act, or o%ission, intentionall and deliberatel led another tobelieve a particular thin' true, and to act upon such belief, he can not, in an liti'ation arisin' out such declaration,act, or o%ission, be per%itted to falsif it9 (subsec. #, sec. , Act no. #$)> and unless the contrar appears, theauthorit of an a'ent %ust be presu%ed to include all the necessar and usual %eans of carrin' his a'enc intoeffect. (#= Conn., "F> $ N. C. ##> #= 6a. Ann, !"F> " Mich., G"> $ N. /., "$=> IF 3nd., #IF.)

+hat 7lores, as %ana'in' a'ent of the 0ashin'ton Cafe, had authorit to bu such reasonable @uantities of suppliesas %i'ht fro% ti%e to ti%e be necessar in carrin' on the business of hotel bar %a fairl be presu%ed fro% thenature of the business, especiall in vie& of the fact that his principal appears to have left hi% in char'e durin' %oreor less prolon'ed periods of absence> fro% an e:a%ination of the ite%s of the account attached to the co%plaint, &eare of opinion that he &as actin' &ithin the scope of his authorit in orderin' these 'oods are bindin' on hisprincipal, and in the absence of evidence to the contrar, furnish satisfactor proof of their deliver as alle'ed in theco%plaint.

+he ud'%ent of the trial court is affir%ed &ith the costs of his instance a'ainst the appellant. After e:piration oft&ent das ud'%ent &ill be rendered in accordance here&ith, and ten das thereafter the case re%anded to thelo&er court for proper action. 1o ordered.

Arellano, C.J., +orres and "illard, JJ.,concur.+racey, J.,dissents


Manila

73R1+ 38313ON

G.R. No. L-4*242 D)7)>)0 1&, 1982

DOMINGA CONDE, petitioner,vs.TE ONORA@LE COURT O APPEALS, MANILA PACIENTE CORDERO, tog)t)0 5Bt Bs 5B/), NICEALTERA, RAMON CONDE, tog)t)0 5Bt Bs 5B/), CATALINA T. CONDE, respondents.

MELENCIO-ERRERA,J.:

An appeal b certiorari fro% the ecision of respondent Court of Appeals 1(CA-4.R. No. "I#- R) affir%in'ud'%ent of the Court of 7irst 3nstance of 6ete, Branch 3, +acloban Cit (Civil Case No. B-##), &hich dis%petitioner;s Co%plaint for 2uietin' of +itle and ordered her to vacate the propert in dispute and deliver itspossession to private respondents Ra%on Conde and Catalina Conde.

+he established facts, as found b the Court of Appeals, sho& that on F April #$I. Mar'arita Conde, BernarConde and the petitioner o%in'a Conde, as heirs of 1antia'o Conde, sold &ith ri'ht of repurchase, &ithin tears fro% said date, a parcel of a'ricultural land located in Ma'hubas Burauen 6ete, (6ot I"), &ith anappro:i%ate area of one (#) hectare, to Casi%ira Pasa'ui, %arried to Pio Altera (hereinafter referred to as th

Alteras), for P#G=.. +he 9Pacto de Retro 1ale9 further provided*

... (") if at the end of # ears the said land is not repurchased, a ne& a'ree%ent shall bbet&een the parties and in no case title and o&nership shall be vested in the hand of thethe 1ECON PAR+ (the Alteras).

::: ::: ::: (E:hibit 9B9)

On #F April #$"#, the Cadastral Court of 6ete adudicated 6ot No. I" to the Alteras 9subect to the ri'ht ofrede%ption b o%in'a Conde, &ithin ten (#) ears countin' fro% April F, #$I, after returnin' the a%ount P#G=. and the a%ounts paid b the spouses in concept of land ta: ... 9 (E:hibit 9#9). Ori'inal Certificate of +N-=" in the na%e of the spouses Pio Altera and Casi%ira Pasa'ui, subect to said ri'ht of repurchase, &astranscribed in the 9Re'istration Boo


19/46

#. +hat 3, P3O A6+ERA bou'ht &ith the ri'ht of repurchase t&o parcels ofland fro% OM3N4A CONE, BERNARO CONE AN MAR4AR3+ACONE, all brother and sisters.

!. +hat these t&o parcels of land &ere all inherited b the three.

. +hat the docu%ent of 1A6E 03+5 +5E R345+ O7 REPRC5A1E 'otlost in spite of the dili'ent efforts to locate the sa%e &hich &as lost durin'the &ar.

". +hat these t&o parcels of land &hich &as the subect %atter of a eed of1ale &ith the Ri'ht of Repurchase consists onl of one docu%ent &hich &aslost.

=. Because it is about ti%e to repurchase the land, 3 have allo&ed therepresentative of o%in'a Conde, Bernardo Conde and Mar'arita Conde inthe na%e of E1EB3O AMAR366E to repurchase the sa%e.

G. No&, this ver da Nove%ber !I, #$"=, # or 0e have received to'ether&ith Paciente Cordero &ho is % son-in-la& the a%ount of ONE 5NRE13+/-738E PE1O1 (P#G=. ) Philippine Currenc of le'al tender &hich&as the consideration in that sale &ith the ri'ht of repurchase &ith respectto the t&o parcels of land.

+hat &e further covenant to'ether &ith Paciente Cordero &ho is % son-in-la& that fro% this dathe said o%in'a Conde, Bernardo Conde and Mar'arita Conde &ill a'ain tauothat petitioner had failed to validl e:eher ri'ht of repurchase in vie& of the fact that the Me%orandu% of Repurchase &as si'ned b Paciente Cordnot b Pio Altera, the vendee-a-retro, and that there is nothin' in said docu%ent to sho& that Cordero &asspecificall authori?ed to act for and on behalf of the vendee a retro, Pio Altera.

Reconsideration havin' been denied b the Appellate Court, the case is before us on revie&.

+here is no @uestion that neither of the vendees-a-retro si'ned the 9Me%orandu% of Repurchase9, and that t&as no for%al authori?ation fro% the vendees for Paciente Cordero to act for and on their behalf.

Of si'nificance, ho&ever, is the fact that fro% the e:ecution of the repurchase docu%ent in #$"=, possessionheretofore had been &ith the Alteras, has been in the hands of petitioner as stipulated therein. 6and ta:es habeen paid for b petitioner earl fro% #$"F to #$G$ inclusive (E:hibits 99 to 9-#=9> and 9E9). 3f, as opined bthe Court a >uoand the Appellate Court, petitioner had done nothin' to for%ali?e her repurchase, b the sa%to


20/46

fro% #$I. Althou'h the ten-ear period had lapsed in #$G= and there &as no annotation of an repurchase bpetitioner, neither had the title been cleared of that encu%brance. +he purchasers &ere put on notice that so%eother person could have a ri'ht to or interest in the propert. 3t behooved Ra%on Conde and Catalina Conde to haveloo6(< EMILIO RODRIGUE+, defendants.PEDRO RA@OT,appellant.

Antonio Bengson for appellant.Jose 3iera for appellee.

STREET, J.$

+his action &as instituted b the plaintiff, 4re'orio Ji%ene?, to recover fro% the defendant, Pedro Rabot, a pland situated in the %unicipalit of Ala%inos, in the Province of Pan'asinan, and described in the co%plaint afollo&s*

Appro:i%ate area of three hectares> bounded on the north and &est &ith land of Pedro Renoso, osouth &ith land of Nicolasa Ji%ene?, and on the east &ith land of Cali:ta Apostol before, at presenthat of Juan Monte%aor and 1i%on del Barrio. 3t is situated in in%aat +ancaran, barrio of Alos osa%e %unicipalit of Ala%inos, Pan'asinan.

7ro% a ud'%ent rendered in favor of the plaintiff, Pedro Rabot has appealed> but his co-defendants, Nicolas

Ji%ene? and her husband, &ho &ere cited b the defendant for the purpose of holdin' her liable upon her &ain case of his eviction, have not appealed.

3t is ad%itted that the parcel of land in @uestion, to'ether &ith t&o other parcels in the sa%e localit ori'inallbelon'ed of the heirs in the division of the estate of his father. 3t is further appears that &hile 4re'orio &as st8i'an, in the Province of 3locos 1ur, durin' the ear #$##, his propert in Ala%inos &as confided b hi% to thof his elder sister Nicolasa Ji%ene?. On 7ebruar F of that ear he &rote this sister a letter fro% 8i'an in &hiinfor%ed her that he &as pressed for %one and re@uested her to sell one of his parcels of land and send hi%%one in order that he %i'ht pa his debts. +his letter contains no description of the land to be sold other thaindicated in the &ords 9one of % parcels of land9 (9uno de %is terrenos9).

Actin' upon this letter Nicolasa approached the defendant Pedro Rabot, and the latter a'reed to bu the par@uestion for the su% of P=. +&o hundred and fift peso &ere paid at once, &ith the understandin' that a deconveance &ould be e:ecuted &hen the balance should be paid. Nicolasa ad%its havin' received this pa%P!= at the ti%e stated> but there is no evidence that she sent an of it to her brother.

About one ear later 4re'orio ca%e do&n to Ala%inos and de%anded that his sister should surrender this piland to hi%, it bein' then in her possession. 1he refused upon so%e prete:t or other to do so> and as a resul4re'orio, in conunction &ith others of his brothers and sisters, &hose properties &ere also in the hands of Ninstituted an action in the Court of 7irst 3nstance for the purpose of recoverin' their land fro% her control. +hi&as decided favorabl to the plaintiffs upon Au'ust #!, #$#> and no appeal &as ta


21/46

Mean&hile, upon Ma #, #$#!, Nicolasa Ji%ene? e:ecuted and delivered to Pedro Rabot a deed purportin' toconve to hi% the parcel of land &hich is the subect of this controvers. +he deed recites that the sale &as %ade inconsideration of the su% of P=, the pa%ent of &hich is ac &hile subsection = of section = of the Code of Civil Procedure sas that the authorit of the a'ent %ustbe in &ritin' and subscribed b the part to be char'ed. 0e are of the opinion that the authorit e:pressed in theletter is a sufficient co%pliance &ith both re@uire%ents.

3t has been ur'ed here that in order for the authorit to be sufficient under section = of the Code of Civil Procedurethe authori?ation %ust contain a particular description of the propert &hich the a'ent is to be per%itted to sell. +hereis no such re@uire%ent in subsection = of section => and &e do not believe that it &ould be le'iti%ate to read sucha re@uire%ent into it. +he purpose in 'ivin' a po&er of attorne is to substitute the %ind and hand of the a'ent for the%ind and hand of the principal> and if the character and e:tent of the po&er is so far defined as to leave no doubt asto the li%its &ithin &hich the a'ent is authori?ed to act, and he acts &ithin those li%its, the principal cannot @uestionthe validit of his act. 3t is not necessar that the particular act to be acco%plished should be predestinated b thelan'ua'e of the po&er. +he @uestion to be ans&ered al&as, after the po&er has been e:ercised, is rather this* 0asthe act &hich the a'ent perfor%ed &ithin the scope of his authoritS 3n the case before us, if the @uestion is as Ro&nd s.avidson, ## 6a., #"F> Carson s.Ra, =! N. C., G$> FI A%. ec., !GF> # Cc., #!also held that &here a person authori?es an a'ent to sell a far% (9% far%9) in a certain count, this is sufficiebe sho&n that such part has onl one far% in that countr. (Marriner s.ennison, FI Cal., !!.) 3n6inton s.Moorhead (!$ Pa. 1t., G"G), the po&er authori?ed the a'ent to sell or conve 9an or all tracts, lotparcels9 of land belon'in' to the plaintiff. 3t &as held that this &as ade@uate. 3n 6on s.Polloc< ($$ .1., GGo&ner in effect authori?ed an a'ent to sell everthin' he had in 1an Antonio +e:as. +he authorit &as held su3n 6inans.Puno (# Phil. Rep., !=$), the authorit 'ranted &as to the effect that the a'ent %i'ht ad%inister interests9 possessed b the principal in the %unicipalit of +arlac and to that end he &as authori?ed to purchacollect, and pa, etc. 3t &as held that this &as a sufficient po&er.

3n the present case the a'ent &as 'iven the po&er to sell either of the parcels of land belon'in' to the plaintican see no reason &h the perfor%ance of an act &ithin the scope of this authorit should not bind the plaintsa%e e:tent as if he had 'iven the a'ent authorit to sell 9an or all9 and she had conveed onl one.

7ro% &hat have been said it is evident that the lo&er court should have absolved the defendant Pedro Rabothe co%plaint. Jud'%ent &ill accordin'l be reversed, &ithout an e:press adudication of costs this instanceordered.

+orres, Johnson, $alcolm, Aance(a and isher, JJ., concur


Manila

EN BANC

G.R. No. L-9?*8 August %, 191&

DIEGO LI#AN,plaintiff-appellee,vs.MARCOS P. PUNO, ET AL.,defendants-appellants.

$ariano 9scueta for appellants.. !opez for appellee.

'ONSON, J.$

+he facts upon &hich the decision in this case depends are as follo&s*

(#) +he the plaintiff, in the %onth of Ma, #$I, and for a lon' ti%e prior thereto, &as the o&ner of a certain pland particularl described in para'raph ! of the co%plaint.

(!) +hat on the #Gth da of Ma, #$I, the plaintiff e:ecuted the follo&in' docu%ent, &hich conferred upon thdefendant Marcos P. Puno the po&er, duties and obli'ations therein contained*


22/46

3, ie'o 6iQan, of a'e, %arried, a resident of aet, Province of A%bos Ca%arines, Philippine 3slands, andat the present ti%e te%poraril residin' in this cit of +arlac, capital of the Province of +arlac, P.3., set forththat 3 hereb confer sufficient po&er, such as the la& re@uires, upon Mr. Marcos P. Puno, li that the land be returned to hi%, to'ether &ith da%a'es.

+he defendants at first presented a de%urrer to the co%plaint, &hich &as overruled. +o the order overrulin' thede%urrer the defendants dul e:cepted. +he later ans&ered. 3n their ans&er the first denied 'enerall andspeciall all of the i%portant facts stated in the co%plaint. 3n their special ans&er or defense the ad%itted the sale ofthe land b Puno to the other defendants and alle'ed that the sa%e &as a valid sale and praed to be relieved fro%the liabilit under the co%plaint, &ith their costs.

pon the issue thus presented the lo&er court decided* (#) +hat the docu%ent E:hibit A did not 'ive Puno authoritto sell the land> (!) that the sale &as ille'al and void> () +hat defendants should return to the land to the plaintiff> and(") +hat the defendants should pa to the plaintiff the su% of P#, as da%a'es, P" of &hich the defendant Punoshould alone be responsible for, and to pa the costs.

7ro% that decision the defendants appealed to this court and %ade the follo&in' assi'n%ents of error*

3. +he lo&er court erred in overrulin' the de%urrer filed b the appellants to the co%plaints.

33. +he lo&er court erred in holdin' that the appellant Marcos P. Puno &as not authori?ed to sell the land in@uestion and that the sale e:ecuted b the said Marcos P. Puno to the other appellants, Enri@ue, 8icente,

A@uilina and Re%edios, surna%ed Ma'lano that he &as not auto sell it. O%ittin' the purel e:planator parts of E:hibit A, it reads as follo&s* 93, ie'o 6iQan, ... set forth thaconfer sufficient po&er, such as the la& re@uires, upon Mr. M arcos P. Puno ... in order that in % na%e andrepresentation he %a ad%inister ... purchase, sell, collect and pa ... in an proceedin' or business concern'ood ad%inistration and advance%ent of % said interests, and % a, in necessar cases, appoint at la& or ain fact to represent hi%.9

Contracts of a'enc as &ell as 'eneral po&ers of attorne %ust be interpreted in accordance &ith the lan'uab the parties. the real intention of the parties is pri%aril to be deter%ined fro% the lan'ua'e used. +he inteto be 'athered fro% the &hole instru%ent. 3n case of doubt resort %ust be had to the situation, surroundin'srelations of the parties. 0henever it is possible, effect is to be 'iven to ever &ord and clause used b the pais to be presu%ed that the parties said &hat the intended to sa and that the used each &ord or clause &itpurpose and that purpose is, if possible, to be ascertained and enforced. +he intention of the parties %ust besustained rather than defeated. 3f the contract be open to t&o constructions, one of &hich &ould uphold &hile

other &ould overthro& it, the for%er is to be chosen. 1o, if b one construction the contract &ould be ille'al, aanother e@uall per%issible construction it &ould be la&ful, the latter %ust be adopted. +he acts of the partiecarrin' out the contract &ill be presu%ed to be done in 'ood faith. +he acts of the parties &ill be presu%ed tbeen done in confor%it &ith and not contrar to the intent of the contract. +he %eanin' of 'enerals &ords %construed &ith reference to the specific obect to be acco%plished and li%ited b the recitals %ade in referensuch obect.

0ith these 'eneral observations in %ind, ,let us e:a%ine the ter%s of the po&er conferred upon the defenda(E:hibit A) and ascertain, if possible, &hat &as the real intent of the plaintiff. +he lo&er court held that the 9onpo&er conferred &as the po&er to ad%inister.9 Readin' the contract &e find it sas that the plaintiff 93 confer ... that ... he %a ad%inister ... purchase, sell, collect and pa ... in an proceedin' or business concernin' thad%inistration and advance%ent of % said interests.9 +he &ords 9ad%inister, purchase, sell,9 etc., see% to bcoordinatel. Each has e@ual force &ith the other. +here see%s to be no 'ood reason for sain' that Puno haauthorit to ad%inister and not to sell &hen 9to sell9 &as as advanta'eous to the plaintiff in the ad%inistrationaffairs as 9to ad%inister.9 +o hold that the po&er &as 9to ad%inister9 onl &hen the po&er 9to sell9 &as e@ualconferred &ould be to 'ive to special &ords of the c ontract a special and li%ited %eanin' to the e:clusion of 'eneral &ords of e@ual i%port.

+he record contains no alle'ation on proof that Puno acted in bad faith or fraudulentl in sellin' the land. 3t &presu%ed that he acted in 'ood faith and in accordance &ith his po&er as he understood it. +hat his interprehis po&er, as 'athered fro% the contract (E:hibit A), is tenable cannot, &e believe, be successfull denied. 3nthat fact and vie& of the fact that, so far as the record sho&s, the other defendants acted in 'ood faith, &e aropinion that the contract, liberall construed, as &e thin< it should be, ustifies the interpretation 'iven it b Pureachin' this conclusion, &e have ta


23/46

3 a'ree &ith the %aorit that 9the %eanin', purport, and po&er conferred b this docu%ent (E:hibit A, the po&er ofattorne) constitute the ver 'ist of the present action,9 and that the acted in 'ood faith. But 3 cannot see ho& 9thefact that the plaintiff delaed his action to annul said sale fro% the %onth of June, #$##, to 7ebruar, #=, #$#,9 andthe fact that the appellants have char'ed in their brief that the 9plaintiff has not returned, nor offered, to return, ,norindicated a &illin'ness to return the purchase price,9 can affect in an &a the issues involved in this case. therecord sho&s that the land is situated in the Province of +arlac and the plaintiff lives in the Province of A%bosCa%arines. +he record fails to sho& &hether or not the plaintiff has returned, or offered to return, or is &illin' toreturn to the vendees the purchase price of the land. +he char'e in appellant;s brief that the plaintiff has not donethese thin's is not proof and should not be ta such e:cessive authorit %ust be set do&n in%ost for%al and e:plicit ter%s> and &hen this is not done, the la& reasonabl presu%es that the principal did%ean to confer it.; 9 (8ol. ##, p. "G.)

Bonel, in co%%entin' upon the sa%e article, sas* 9Our code, in loo 90e ... have appointed, ... (defendant) our true ala&ful a'ent and attorne in fact, for us, and in our na%e, place and stead, to %ana'e, control, ta that &here the authorit to pespecific acts is 'iven in the po&er, and 'eneral &ords are also e%ploed, such &ords are li%ited to the particacts authori?ed.9


24/46

3n Clar< D 1


25/46

sum of P%,)** for #hich the property #as leased +y the plaintiff to the defendants, and P/) #hich isthe sum collected from the occupants of the property each month +y Po ecsi and +y theadministrator of his estate must +e for the account of the defendants1 and chanro+les virtual la#li+rary

2. &rdering the defendants and the intervenor each to pay one-third of the costs of the action.

!n support of their appeal the appellants ass ign seventeen errors #hich #e shall ta3e up in the courseof this decision.chanro+lesvirtuala#li+rary chanro+les virtual la# li+rary

he follo#ing facts have +een proven +y a preponderance of the evidence$chanro+les virtual la#li+rary

4a+ino Barreto Po Ejap #as the o#ner, #ith a orrens title, of the land in litigation, #ith theimprovements thereon. his realty #as su+ject to a mortgage lien in favor of the Philippine NationalBan3, e5ecuted on "ay ), %6%6, to secure the payment of the sum of P7*,*** #ith / per centuminterest per annum. E5hi+it 6.0 chanro+les virtual la# li+rary

&n Novem+er '6, %6'%, Po ecsi e5ecuted a general po#er of attorney in favor of his +rother 4a+ino

Barreto Po Ejap, empo#ering and authori8ing him to perform on his +ehalf and as la#ful agent,among other acts, the follo#ing$ 9o +uy, sell or +arter, assign or admit in ac:uittance, or in any othermanner to ac:uire or convey all sorts of property, real and personal, +usinesses and industries,credits, rights and action +elonging to me, for #hatever prices and under the conditions #hich he maystipulate, paying and receiving payment in cash or in installments, and to e5ecute the properinstruments #ith the formalities provided +y the la#.9 E5hi+it A.0 chanro+les virtual la# li+rary

&n ;ecem+er %), %6'%, Po ecsi e5ecuted an instrument ac3no#ledge an inde+tedness to his +rother4a+ino Barreto Po Ejap in the sum of P7(,***, the price of the properties #hich the latter had sold to

him. E5hi+it imjenco for the sum of P%*,*** andinterest at %* per centum per annum. E5hi+it 6.0 chanro+les virtual la# li+rary

&n April %/, %6'2, 4a+ino Barreto Po Ejap, sold the said land #ith its improvements to his +rother Poecsi for the sum of P%*,***, su+ject to the same encum+rances. E5hi+it 6.0 chanro+les virtual la#li+rary

&n Novem+er '', %6'2, 4a+ino Barreto Po Ejap, ma3ing use of the po#er conferred on him +y his+rother Po ecsi, sold a+solutely and forever to the herein plaintiff-appellee ?ose ". @atig+a3, the

aforesaid land #ith its improvements for the sum of P%*,***, mentioning in the instrument e5ecutedto that end only the mortgage lien of P7*,*** in favor of the Philippine National Ban3, and #ithout

recording either his po#er of attorney or the sale in the proper certificate of title. Not#ithstandingsaid sale Po ecsi remained in possession of said property.chanro+lesvirtuala#li+rary chanro+lesvirtual la# li+rary

&n &cto+er '', %6', Po ecsi leased a part of said land to ater on, #hecsi died, Po Sun Suy, as administrator of the estate of his father Po ecsi, continued renting sland on #hich stood Po Chings store.chanro+lesvirtuala#li+rary chanro+les virtual la# li+rary


26/46

As Po ecsi had not paid a part of the rent due up to the time of his death, and Po Sun Suy, his son,the rent due from his fathers death until ?ose ". @atig+a3 transferred the o#nership thereof to PoSun Boo on "ay '2, %6'/, the present action #as +rought in the Court of irst !nstance of "anila forthe recovery of said rent #hich amounts to P),'(*, first aga inst the commercial firm ai =ing Co.,and later against the mem+ers of said firm, Po Sun Suy and Po Ching, +y an amendment to theoriginal complaint.chanro+lesvirtuala#li+rary chanro+les virtual la# li+rary

Po Sun Suy, as the judicial administrator of the estate of his deceased father Po ecsi, filed anintervention praying that judgment +e rendered against ?ose ". @atig+a3, the plaintiff, declaring himnot to +e the o#ner of the property descri+ed in the second paragraph of the complaint and,therefore, not entitled to the rents of the property in :uestion.chanro+lesvirtuala#li+rary chanro+lesvirtual la# li+rary

he first :uestion to +e determined in the present appeal is one of procedure, and that it #hether ornot the trial court had jurisdiction to try the case, on its merits.chanro+lesvirtuala#li+rary chanro+lesvirtual la# li+rary

he appellants contend that they as intervenors, having raised the :uestion of o#nership, the solutionof #hich is necessary for the determination of the :uestion of rent, the Court of irst !nstance of

"anila had no jurisdiction to try the case, the properties in :uestion +eing situated in the municipalityof aclo+an, Province of >eyte.chanro+lesvirtuala#li+rary chanro+les virtual la# li+rary

An action for the recovery of rent is a personal action, and as such is transitory and may +e institutedin the province #here the defendant or the plaintiff resides, at the election of the plaintiff sec. 2//,Act No. %6*1 Boga an Chiao Boc vs. Sajo ecina, %% Phil., *60. Fith respect to the collection ofrents, then, the Court of irst !nstance of "anila had jurisdiction to try the action instituted to thatend.chanro+lesvirtuala#li+rary chanro+les virtual la# li+rary

he :uestion of o#nership #as raised +y the intervenors #ho there+y su+mitted to the jurisdiction ofthe Court of irst !nstance of "anila and, according to the doctrine laid do#n in the case of "anilaGailroad Company vs. Attorney-4eneral '* Phil., )'20, a Court of irst !nstance having full andunlimited jurisdiction over realty situated in the Philippine !slands, a Court of irst !nstance of aprovince may try a case concerning realty situated in another province so long as no o+jection isentered to said courts e5ercise of its jurisdiction. he intervenors having su+mitted to the jurisdictionof the court +y filing a third-party claim, in #hich they raised the :uestion of o#nership of thepremises, the rent of #hich it is sought to recover, they cannot consistently o+ject to the e5ercise ofsaid jurisdiction.chanro+lesvirtuala#li+rary chanro+les virtual la# li+rary

=aving decided the :uestion of the courts jurisdiction #ith respect to the venue, #e shall pass on tothe :uestion of the o#nership of the land involved herein.chanro+lesvirtuala#li+rary chanro+les virtual

la# li+rary

!n first place, it is contended +y the appellants that 4a+ino Barreto Po Ejap #as not authori8ed underthe po#er e5ecuted +y Po ecsi in his favor to sell said land, for the reason that said po#er had +een

e5ecuted +efore 4a+ino Barreto Po Ejap sold said land to his +rother Poecsi.chanro+lesvirtuala#li+rary chanro+les virtual la# li+rary

Fe do not thin3 that on this point the pertinent part of the po#er of attorney #e have :uoted a+ovecould give rise to any dou+t. he po#er is general and authori8es 4a+ino Po Ejap to sell any 3ind ofrealty 9+elonging9 pertene8can0 to the principal. he use of the su+junctive 9pertene8can9 might

+elong0 and not the indicative 9pertenecen9 +elong0, means that Po ecsi meant not only theproperty he had at the time of the e5ecution of the po#er, +ut also such as the might after#ardduring the time it #as in force. ' Corpus ?uris, p. 7%.0 chanro+les virtual la# li+rary

he appellants also contend that said po#er of attorney not having +een registered in the regisdeeds, the authority granted therein to sell realty registered in accordance #ith the orrens sysineffective, and the sale of the property in :uestion made +y 4a+ino Barreto Po Ejap in favor of". @atig+a3 +y virtue of said po#er has no more effect than that of a contract to transfer orsell.chanro+lesvirtuala#li+rary chanro+les virtual la# li+rary

!nasmuch as in accordance #ith section 26 of said Act No. 67, 9Every applicant receiving a ceof title in pursuance of a decree of registration, and every su+se:uent purchaser of registered l#ho ta3es a certificate of title for value in good faith, shall hold the same free of all incum+ran

e5cept noted on said certificate,9 every document #hich in any manner affects the registered laineffective unless it is recorded in the registry of deeds. But such inefficacy only refers to thirdpersons #ho, in good faith, may have ac:uired some right to the registeredland.chanro+lesvirtuala#li+rary chanro+les virtual la# li+rary

Fhile it is true that a po#er of attorney not recorded in the registry of deeds is ineffective in or

than an agent or attorney-in-fact may validly perform acts in the name of his principal, and thaact performed +y the agent +y virtue of said #ith respect to the land is ineffective against a thi

person #ho, in good faith, may have ac:uired a right thereto, it does, ho#ever, +ind the principac3no#ledge the acts performed +y his attorney-in-fact regarding said property sec. )*, Act N670.chanro+lesvirtuala#li+rary chanro+les virtual la# li+rary

!n the present case, #hile it is true that the non-registration of the po#er of attorney e5ecutedecsi in favor of his +rother 4a+ino Barreto Po Ejap prevents the sale made +y the latter of thelitigated land in favor of ?ose ". @atig+a3 from +eing recorded in the registry of deeds, it is notineffective to compel ecsi to ac3no#ledge said sale.chanro+lesvirtuala#li+rary chanro+les virtu

li+rary

rom the fact that said po#er and sale #ere not recorded in the registry of deeds, and from thomission of any mention in the deed of sale of the mortgage lien in favor of Antonio ". =. >imjand the lease of a part of said land in favor of


27/46

evidence is clear that the rents #ere paya+le in advance on the first day of each month. !f this is so,then there is no need of a contract to prove the e5istence of thelease.chanro+lesvirtuala#li+rary chanro+les virtual la# li+rary


28/46


Manila

EN BANC

G.R. No. L-?389 No=)>)0 29, 19&4

PASTOR AMIGO 6(< 'USTINO AMIGO,petitioners,vs.SERAIN TE"ES,respondent.

9nri>ue $edina for petitioner.Capistrano and Capistrano for respondent.

@AUTISTA ANGELO, J.:

+his is a petition for revie& of a decision of the Court of Appeals %odifin' that of the court of ori'in in the sense thatplaintiffs, no& petitioners, should not be %ade to pa the su% of P# as attorne;s fees.

+his petition ste%s fro% an action filed b petitioners in the Court of 7irst 3nstance of Ne'ros Oriental prain' thatud'%ent be rendered* (a) declarin' that the contract entered into bet&een Marcelino M. A%i'o and 1efarin +eves onOctober , #$I is %erel a contract of %ort'a'e and not a sale &ith ri'ht to repurchase> (b) declarin' that even ifsaid contract be one of sale &ith ri'ht to repurchase, the offer to repurchase b the vendors &as %ade &ithin theperiod a'reed upon> (c) conde%nin' respondents to e:ecute a deed of reconveance> and (c) conde%nin'respondents to restore the propert to petitioners and to pa P!,= as da%a'es.

+he i%portant facts &hich need to be considered for purposes of this petition as found b the Court of Appeals %a

be briefl su%%ari?ed as follo&s* On Au'ust ##, #$F, Macario A%i'o and Anacleto Ca'alitan e:ecuted in favor oftheir son, Marcelino A%i'o, a po&er of attorne 'rantin' to the latter, a%on' others, the po&er 9to lease, let, bar'ain,transfer, conve and sell, re%ise, release, %ort'a'e and hpothecate, part or an of the properties . . . upon suchter%s and conditions, and under such covenants as he shall thin< fit.9

On October , #$I, Marcelino A%i'o, in his capacit as attorne-in-fact, e:ecuted a deed of sale of a parcel ofland for a price of P, in favor of 1erafin +eves stipulatin' therein that the vendors could repurchase the land&ithin a period of #I %onths fro% the date of the sale. 3n the sa%e docu%ent, it &as also stipulated that vendors&ould re%ain in possession of the land as lessees for a period of #I %onths subect to the follo&in' ter%s andconditions* (a) the lessees shall pa P#I as rent ever si: %onths fro% the date of the a'ree%ent> (b) the period ofthe lease shall ter%inate on April , #$"> (c) in case of liti'ation, the lessees shall pa P# as attorne;s fees> and(d) in case of failure to pa an rental as a'reed upon, the lease shall auto%aticall ter%inate and the ri'ht ofo&nership of vendee shall beco%e absolute.

On Jul !, #$$, the spouses Macario A%i'o and Anacleta Ca'alitan donated to their sons Justino A%i'o andPastor A%i'o several parcels of land includin' their ri'ht to repurchase the land in liti'ation. +he deed of donation&as %ade in a public instru%ent, &as dul accepted b the donees, and &as re'istered in the Office of the Re'ister

of eeds.

+he vendors-lessees paid the rental correspondin' to the first si: %onths, but not the rental for the subse@uentse%ester, and so on Januar I, #$", 1erafin +eves, the vendee-lessor, e:ecuted an 9Affidavit of Consolidation of+itle9 in vie& of the failure of the lessees to pa the rentals as a'reed upon, and re'istered said affidavit in the Office

of the Re'ister of eeds of Ne'ros Oriental, &ho, on Januar !I, #$", issued to 1erafin +eves the correspotransfer of title over the land in @uestion.

On March $, #$", Justino A%i'o and Pastor A%i'o, as donees of the ri'ht to repurchase the land in @uestiooffered to repurchase the land fro% 1erafin +eves b tenderin' to hi% the pa%ent of the rede%ption price blatter refused on the 'round that the o&nership had alread been consolidated in hi% as purchaser a retro. 5on April !G, #$", before the e:piration of the #Ith-%onth period stipulated for the rede%ption of the land, thedonees instituted the present action.

+he issues posed b petitioners are* (#) +he lease covenant contained in the deed of sale &ithpacto deretroe:ecuted b Marcelino A%i'o as attorne-in-fact in favor of 1erafin +eves is not 'er%ane to, nor &ithin tpurvie& of, the po&ers 'ranted to said attorne-in-fact and, therefore, is ultra ires and null and void> (!) the clause stipulated in the lease covenant referrin' to the auto%atic ter%ination of the period of rede%ption is nvoid> and () petitioners should be allo&ed to repurchase the land on e@uitable 'rounds considerin' the 'readisproportion bet&een the rede%ption price and the %ar


29/46

0hile the lease covenant %a be onerous or %a &or< hardship on the vendor because of its clause providin' forthe auto%atic ter%ination of the period of rede%ption, ho&ever, the sa%e is not contrar to la&, %orals, or publicorder, &hich %a serve as basis for its nullification. Rather than obno:ious are oppressive , it is a clause co%%on ina sale &ithpacto de retro, and as such it received the sanction of our courts. As an instance, &e %a cite the caseof ;itug #imatulac s. Coronel, " Phil., GIG, &hich, because of its direct bearin' on our case, &e &ill presentldiscuss.

3n that case, i%atulac sold a piece of land to olores Coronel for the su% of P$,, reservin' the privile'e torepurchase &ithin the period of = ears. +he contract contained a provision H 9co%%onl found in contracts of thischaracter9 H convertin' the vendor into a lessee of the vendee at an a'reed rental, paable annuall in the %onthsof Januar and 7ebruar, and per%ittin' the vendor to retain possession of the propert as lessee until the ti%eallo&ed for its repurchase. 3t &as also stipulated that in the event the vendor should fail to pa the a'reed rental foran ear of the five, the ri'ht to repurchase &ould be lost and the o&nership consolidated in the vendee. +he vendorfails to perfor% this obli'ation and continued in arrears in the pa%ent of rent for at least three ears, and ta and no sufficient reasonoccurs to us &h the deter%ination of the ri'ht of rede%ption %a not be %ade to depend upon thedelin@uenc of the vendor H no& beco%e lessee-in the pa%ent of the s tipulated rent. +he 1upre%eCourt of 1pain sustains the affir%ative of this proposition (decision of Januar #I,#$)> and althou'h sucha provision, bein' of a penal nature, %a involve hardships to the lessee, the conse@uence are not &orsethan such as follo& fro% %an other for%s of a'ree%ent to &hich contractin' parties %a la&full attachtheir si'natures. Nevertheless, ad%ittin' the validit of such a provision, it is not be e:pected that ancourt &ill be reluctant to relieve fro% its effects &herever this can be done consistentl &ith establishedprinciples of la&.

0e have not failed to ta


30/46

es de ts o t e C t o a a, o t e st pu ated su o ==,, paab e as o o s tee t ousa d pesos(P#=,) on Nove%ber #, ne:t ensuin' upon the e:ecution of the contract, bein' the date &hen the purchasers&ere to ta ten thousand pesos (P#,) at one ear fro% the sa%e date> fifteen thousand pesos(P#=,) at t&o ears> and the re%ainin' fifteen thousand pesos (P#=,) at the end of three ears. B thecontract of sale the deferred install%ents bear interest at the rate of F per centu% per annu%. 3n the sa%e docu%entthe defendants 7rance and 4oulette obli'ated the%selves as solidar sureties &ith the principals Bos@ue and Rui?,to ans&er for an balance, includin' interest, &hich should re%ain due and unpaid after the dates stipulated forpa%ent of said install%ents, e:pressl renouncin' the benefit of e:haustion of the propert of the principals. +hefirst install%ent of P#=, &as paid confor%abl to a'ree%ent.

3n the ear #$!, Manuel Pirretas Monros, the attorne in fact of the plaintiff, absented hi%self fro% the Philippine3slands on a prolon'ed visit to 1pain> and in conte%plation of his departure he e:ecuted a docu%ent, dated Januar!!, #$!, purportin' to be a partial substitution of a'enc, &hereb he transferred to 9the %ercantile entit 7i'ueras5er%anos, or the person, or persons, havin' le'al representation of the sa%e,9 the po&ers that had been previousl

conferred on Pirretas b the plaintiff 9in order that,9 so the docu%ent runs, 9the %a be able to effect the collectionof such su%s of %one as %a be due to the plaintiff b reason of the sale of the boo


31/46

' p p paccept and retain the &hole, applin' it in the %anner above stated. 3n other &ords the plaintiff %a la&full retainthat %one not&ithstandin' her refusal to be bound b E:hibit #.

A contention sub%itted e:clusivel in behalf of 7rance and 4oulette, the appellant sureties, is that the &eredischar'ed b the a'ree%ent bet&een the principal debtor and 7i'ueras 5er%anos, as attorne in fact for theplaintiff, &hereb the period for the pa%ent of the second install%ent &as e:tended, &ithout the assent of thesureties, and ne& pro%issor notes for unpaid balance &ere e:ecuted in the %anner alread %entioned in thisopinion. +he e:ecution of these ne& pro%issor notes undoubtedl constituted and e:tension of ti%e as to theobli'ation included therein, such as &ould release a suret, even thou'h of the solidar tpe, under article #I=# ofthe Civil Code. Nevertheless it is to be borne in %ind that said e:tension and novation related onl to the secondinstall%ent of the ori'inal obli'ation and interest accrued up to that ti%e. 7urther%ore, the total a%ount of thesenotes &as after&ards paid in full, and the are not no& the subect of controvers. 3t results that the e:tension thuseffected could not dischar'e the sureties fro% their liabilit as to other install%ents upon &hich alone the have been

sued in this action. +he rule that an e:tension of ti%e 'ranted to the debtor b the creditor, &ithout the consent of thesureties, e:tin'uishes the latter;s liabilit is co%%on both to 1panish urisprudence and the co%%on la&> and it is&ell settled in En'lish and A%erican urisprudence that &here a suret is liable for different pa%ents, such asinstall%ents of rent, or upon a series of pro%issor notes, an e:tension of ti%e as to one or %ore &ill not affect theliabilit of the suret for the others. (! Cc., #$G> 5op Coevs. Cassid, F! N. /., #> Cohn vs. 1pit?er, #!$ N. /. 1upp., #"> 1hephard 6and Co. vs. Bani'an, G R. 3., #> 3. J.Cooper Rubber Co. vs. Johnson, # +enn., =G!> Blee


32/46

Public 0or


33/46

lease, release, bar'ain, sale, assi'n%ent, conveance or assurance, an other deed for the convein' anreal or personal propert or other %atter or thin' &herein she or %a be personall interested orconcerned.

Neither of these po&ers officiall confers upon Mariano de la Ra%a the po&er to bind a principal b a contract ofsuretship. +he clauses noted relate %ore specificall to the e:ecution of contracts relatin' to propert> and the %ore'eneral &ords at the close of the @uoted clauses should be interpreted, under the 'eneral rule eusdem generis, asreferrin' to the contracts of li


34/46

SUPREME COURTManila

EN BANC

G.R. No. L-23181 M607 1?, 192&

TE @AN; O TE PILIPPINE ISLANDS,plaintiff-appellee,vs.GA@RIELA ANDREA DE COSTER RO:AS, ET AL.,defendants.LA ORDEN DE DOMINICOS o0 PP. PREDICADORES DE LA PRO"INCIA DEL SANTISIMOROSARIO,defendants-appellees>

GA@RIELA ANDREA DE COSTER RO:AS,defendant-appellant.

Antonio $. Opisso for appellant.Araneta and Haragoza for the ban4 as appellee.Perfecto %abriel for the #ominican Corporation as appellee.

1+A+EMEN+

March #, #$!", the plaintiff filed a c o%plaint in &hich it &as alle'ed that it &as a do%estic ban that the defendant 6a Orden de o%inicos or PP. Predicadores de la Provincia del 1antisi%o Rosario &as areli'ious corporation dul or'ani?ed and e:istin' under the la&s of the Philippine 3slands &ith its principal office andplace of business in the Cit of Manila> that on ece%ber !$, #$!#, for value, the defendant 4abriela Andrea deCoster Ro:as, havin' the consent and per%ission of her husband, and he actin' as her a'ent, said defendants%ade to the plaintiff a certain pro%issor note for P!$!,, paable one ear after date, &ith interest of $ per centper annu%, paable %onthl, in &hich, a%on' other thin's, it is provided that in the event of a suit or action, thedefendants should pa the further su% of P#,, as attorne;s fees> that the note in @uestion &as a oint andseveral note> that to secure the pa%ent thereof, the defendants Jean M. Poi?at and J. M. Poi?at and Co. e:ecuted achattel %ort'a'e to the plaintiff on the stea%ers 3oger Poizatand %abrielle Poizat, &ith the %achiner and %aterialsbelon'in' to the Poi?at 8e'etable Oil Mills and certain %erchandise> that at the sa%e ti%e and for the sa%epurpose, the defendant 4abriela Andrea de Coster Ro:as, havin' the consent and per%ission of her husband, andhe actin' as her a'ent, the ac that in such case the court rendered ud'%ent a'ainst the defendants 4abriela Andrea de Coster Ro:as,Jean M. Poi?at and J. M. Poi?at and Co. ointl and severall for P!$!,, &ith interest at the rate of $ per cent perannu% fro% the #st of Au'ust, #$!, P#, as attorne;s fees, and P!,= for and in account of insurance uponthe stea%er %abrielle Poizat, &ith interest on that a%ount fro% 7ebruar $, #$!", at the rate of $ per cent perannu%, and costs> that the said defendants have not paid the ud'%ent or an part thereof, and that the full a%ountof the debt secured b the %ort'a'ed on the propert described in the co%plaint is no& due and o&in'. 0herefore,plaintiff pras for an order of the court to direct the sheriff of the Cit of Manila to ta that out of such sales plaintiff shall be paid the a%ount due and o&in' it> and that suchdefendants be adud'ed to pa an re%ainin' deficienc.

E:hibits A and B.

On April !", #$!", the 6a Orden de o%inicos or PP. Predicadores de la Provincia del 1antisi%o Rosario apin the suit and filed the follo&in' plea*

+he defendant corporation, 6a Orden de o%inicos or PP. Predicadores de la Provincia del 1antisRosario, for ans&er to the co%plaint, sho&s*

3. +hat the encu%brance above-%entioned, but not deter%ined in para'raph 8 of the co%plaint, coof a first %ort'a'e in favor of the aforesaid reli'ious corporation on the propert described in para'of the sa%e co%plaint is P#!=, &ith interest of # per cent per annu%>

33. +hat the %ort'a'ors Jean M. Poi?at and 4abriela Andrea de Coster Ro:as, have not paid the or the interest stipulated and a'reed upon fro% the #Gth of ece%ber, #$!# up to the present date

333. +he interest due up to the th of April of the present ear #$!" a%ounts to a total su% of P!F,$

0herefore, it is praed that the credit above-%entioned be ta that &hen she first


35/46

not 'uarantee an loan %ade to third defendant> third, it &as e:ecuted &ithout the e:press %arital consent &hich thela& re@uires> fourth, it &as e:ecuted throu'h collusion. +hat if the ud'%ent is not set aside, the defendant &ill sufferirreparable inur> that throu'h surprise and ne'li'ence, for &hich she &as not responsible, this defendant &asprevented fro% defendin' herself in this action> that this is a case &hich co%es under section ## of the Code of CivilProcedure. 1he pras that the ud'%ent annulled and set aside and the case be reopened, and that she beper%itted to file an ans&er, and that the case be tried on its %erits, and that a final ud'%ent be rendered, absolvin'her fro% all liabilit.

+he %otion &as based upon, and supported b, the affidavit of the defendant &ife, to &hich &as attached a lar'enu%ber of e:hibits all of &hich tended to support the %otion.

After counter sho&in's b the ban< and the o%inican 7athers and the ar'u%ents of respective counsel, the %otionto set aside and vacate the ud'%ent &as denied. A %otion for a reconsideration &as then %ade, and the %otion of

the defendant to file an ans&er and %a

PAR+ 3A1 +O +5E JR313C+3ON

3. +he lo&er court erred in holdin' that it had ac@uired urisdiction on the defendant 4abriela Andrea deCoster Ro:as,

(#) +here havin' been no service of the su%%ons on her in the %anner re@uired b section $Gof the Code of Civil Procedure, she bein' absent fro% the Philippine 3slands at the ti%e of thefilin' of the co%plaint and of the issuance of the su%%ons in this case, and a resident of Paris,7rance, &here she had lived per%anentl and continuousl for fifteen ears prior thereof, and

(!) +here havin' been no se rive b publication in the %anner re@uired b section $I of theCode of Civil Procedure.

33. +he lo&er court erred in considerin' that in a case 2here the 2ife is the only necessary party, service ofthe su%%ons on the husband, at a place &hich is not 9the usual place of residence9 of the &ife and &herethe &ife has never lived or resided, is sufficient to 'ive the court urisdiction on the person and propert ofthe &ife and to render ud'%ent b default a'ainst her.

333. +he court erred in ad%ittin' and considerin' evidence, outside of the sheriff;s return, of the fact that thehusband of the defendant 4abriela Andrea de Coster Ro:as &as her attorne in fact &ith po&er toappear for the defendant in court.

38. +he court erred in holdin' that the non-appearance of an a'ent of the defendant &hen service of thesu%%ons has been %ade on hi% not as the a'ent of the defendant but in other capacit, &ill entitle theplaintiff &ho has %isstated the %aterial urisdictional facts of the co%plaint to a ud'%ent b default a'ainstthe principal.

8. +he lo&er court erred in refusin' to v acate a ud'%ent b default a'ainst the defendant 4abriela Andreade Coster Ro:as rendered on a defective su%%ons, served in a %anner not provided for b the la&, andin a case &here the co%plaint sho&s that plaintiff has no ri'ht of action.

PAR+ 33A1 +O +5E MER3+1 O7 +5E E7EN1E

appearin' on behalf of the defendant 4abriela Andrea de Coster Ro:as, can be i%puted to thisdefendant, &ithout redress, and to the advanta'e of the plaintiff ban< &ho in collusion &ith said J.Mcaused the latter to contract beond the scope of his po&ers as a'ent of this defendant the obli'at&hich is the subect %atter of this case.

33. +he lo&er court erred in holdin' that the relief on the part of J.M. Poi?at that there &as no defena'ainst the clai% of the plaintiff on an obli'ation contracted b said J.M. Poi?at apparentl as a'endefendant 4abriela Andrea de Coster Ro:as, but in truth beond the scope of his authorit, and &


36/46

evidence in the record, and &hich the parties never clai%ed to have e:isted, and then dra& the conclusionthat if under those hpothetical facts the transaction bet&een J.M. Poi?at and the Ban< of the Philippine3slands %i'ht have been le'al, then the transaction as it actuall too< place &as also le'al.

3. +he lo&er court erred in holdin' that defendant has not alle'ed an of the 'rounds enu%erated insection ## of the Code of Civil Procedure.

33. +he lo&er court erred in holdin' that this defendant-appellant has no %eritorious defense a'ainst theo%inican Order and the Ban< of the Philippine 3slands.

333. +he lo&er court erred in ta


37/46

' ppbindin' on the defendant &ife. Be that as it %a, there is nothin' in the record tendin' to sho& that the husbandaccepted service of an process for or on account of his &ife or as her a'ent, or that he &as actin' for orrepresentin' her in his failure and ne'lect to appear or ans&er.

+he first appearance in court of the defendant &ife &as %ade &hen she filed the %otion of Au'ust !G, #$!", in &hichshe pras in le'al effect that the ud'%ent a'ainst her be annulled and set aside and the case reopened, and thatshe be per%itted to file an ans&er and to have the case tried on its % erits. +hat &as a 'eneral appearance asdistin'uished fro% a special appearance. 0hen she filed that %otion as filin' co%plaints,ans&ers, counterclai%s, cross co%plaints, cri%inal co%plaints and such other pleadin's as %i'ht benecessar> filin' de%urrers, ta

1econd. +hat on Jul !=, #$!#, the personal indebtedness of Jean M. Poi?at &as converted into spro%issor notes a''re'atin' the su% of PI,"=I.=I of &hich P#G,#I &ere paid, leavin' an outbalance of P!$!,!FI.=I (E:hibits , E, 7, 4, 5 and 3, pa'es F=-I, bill of e:ceptions)>

+hird. +hat on ece%ber !$, #$!#, the above pro%issor notes &ere cancelled and substituted band several note si'ned b Jean M. Poi?at in his personal capacit and as a'ent of 4abriela AndreCoster Ro:as and as %e%ber of the fir% J.M. Poi?at and Co.

3n other &ords, that under the po&er of attorne, the husband had no authorit for and on behalf of the &ife toe:ecute a oint and several note or to %a


38/46

authorit and the li%itations upon his po&er.

/ou &ill search the ter%s and provisions of the po&er of attorne in vain to find an authorit for the husband to%a


39/46

Para'raph = of the po&er of attorne specificall authori?es hi% to borro& %one for and on account of his &ife andher na%e, 9and %a


40/46

0e should not be inclined to re'ard in institution of a suit li


41/46

After due hearin', the court rendered the decision @uoted fro% at the be'innin'.

On March !$, #$!I, the %unicipal treasurer of 3loilo, &ith the approval of the auditor of the provincial treasurer of3loilo and of the E:ecutive Bureau, paid the late Antero 1oriano the a%ount of PG, in part pa%ent of the

ud'%ent %entioned above, assi'ned to hi% b +an Boon +ion', actin' as attorne-in-fact of the appellant herein,+an On' 1?e 8da. de +an +oco.

On ece%ber #I, #$!I, the %unicipal treasurer of 3loilo deposited &ith the cler< of the Court of 7irst 3nstance of 3loilothe a%ount of PG, on account of the ud'%ent rendered in said civil case No. =#". 3n pursuance of theresolution of the court belo& orderin' that the attorne;s lien in the a%ount of #= per cent of the ud'%ent berecorded in favor of Attorne Jose Evan'elista, in his o&n behalf and as counsel for the late Jose Ma. Arroo, thesaid cler< of court delivered on the sa%e date to said Attorne Jose Evan'elista the said a%ount of PG,. At thehearin' of the instant case, the codefendants of Attorne Jose Evan'elista a'reed not to discuss the pa%ent %adeto the latter b the cler< of the Court of 7irst 3nstance of 3loilo of the a%ount of PG, %entioned above inconsideration of said la&er;s &aiver of the re%ainder of the #= per cent of said ud'%ent a%ountin' to P""".G$.

0ith these t&o pa%ents of PG, each %a


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p

0ith re'ard to the failure of the other attorne-in-fact of the appellant, +an Montano, authori?ed b E:hibit # H +an+oco, to consent to the deed of assi'n%ent, the latter bein' also authori?ed to pa, in the na%e and behalf of theprincipal, all her debts and the liens and encu%brances her propert, the ver fact that different letters of attorne&ere 'iven to each of these t&o representatives sho&s that it &as not the principal;s intention that the should act

ointl in order to %a that the had been so dischar'ed &ithout ust cause and therefore as at least, it &as &holl overloo


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p g yno obections 2ere made to the defendant's eidence in refutation and no eceptions ta4en > and the %atter is not%entioned in the decision of the trial court.

+he obect of the rule is 9to relieve a part of the trouble and e:pense of provin' in the first instance an alle'ed fact,the e:istence or none:istence of &hich is necessaril &ithin the


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On the principal point in the case, na%el, &hether one C. C. Chen or +. C. Chen, &ho &as runnin' the ong !i Po,had authorit to bind the corporation to the plaintiffs b a contract for the ter% of three ears, 3 find that theauthorities full support the proposition @uoted in the opinion fro% Corpus Juris to the effect that a %ana'er cannot%a Cald2ell s. $utual 3esere und !ife Association (= App. iv. N. /.,!"=> Carney s. *e2 ?or4 !ife -ns. Co. (#G! N. /., "=> "$ 6. R. A. "F# &ith note)> ;ogel s. t. !ouis $useum(IMo. App. =IF)> $anross s. Incle am Oil Co. (II Kan., !F> Anno. Cas., #$#"B &ith note). 3n %amacho s.)amilton Ban4:*ote & 9ngraingCo. (F N. /. 1upp., F!=), it &as said*

. . . 3n the absence of proof of &hat e:act authorit belon's to a person descriptivel stled a ;'eneral%ana'er,; there is no rule b &hich a court can be 'uided in deter%inin' &hat the po&er of such an officialreall are, e:cept such as the evidence in a particular case %a furnish of &hat the person has done in the'eneral course of the business of the corporation. +hat the &ords ;'eneral %ana'er; &ould i%port that theperson bearin' that title is a 'eneral e:ecutive officer for the ordinar business of the corporation is all that%a properl be inferred> and this &ould ustif, in connection &ith proof of acts done, a conclusion that allordinar contracts %ade b such an official are authori?ed b the corporation. But no presu%ption of la&can be indul'ed in that, because as person acts as such a %ana'er, he has the po&er to bind his principalto contracts of an e:traordinar nature, and of such a character as &ould involved the corporation inenor%ous obli'ations and for lon' periods of ti%e. 3f a 'eneral %ana'er, si%pl b virtue of his bein'char'ed &ith the ordinar conduct of the business, &ould have the ri'ht to bind his principal to a contractfor services for three ears, involvin' the obli'ation to pa thousands of dollars of salar to an e%ploee,&h %a not that po&er e:tend indefinitel, so that he %a %a


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notice of &ant of authorit, %a usuall rel upon those appearances> and if it be found that the directorshad per%itted the a'ent to e:ercise that authorit and thereb held hi% out as a person co%petent to bindthe corporation, or had ac@uiesced in a contract and retained the benefit supposed to have been conferredb it, the c orporation &ill be bound, not&ithstandin' the actual authorit %a never have been 'ranted. +hepublic is not supposed nor re@uired to


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+he 3nsular ru' Co., 3nc., is a Philippine corporation &ith offices in the Cit of Manila. .E. 7oerster &as for%erl asales%an of dru' co%pan for the 3slands of Pana and Ne'ros. 7oerster also acted as a collector for the co%pan.5e &as instructed to ta

Documents

Cases Week 9 Nd 10 Agency