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Eurotech Industrial Technologies vs. Cuizon G.R. No. 167552 Aril 2!" 2##7 $%NENTE& Chico-Nazario, J p 'ACT(& Eurotech Industrial Technologies is a business engaged in importation and distribution of various European industrial equipments for customers here in the Philippines Impact !"stems !ales, a sole proprietorship o#ned b" Er#in Cuizon #ith his brother Ed#in Cuizonas !ales $anager, is a customer of Eurotech %ne unit of sludge pump #orth Php &'(,((( #as sold b" Eurotech to Impact !ales, for #hich the lat ter mad e a do#npa "ment of Php '(,((( )o#ever, Eurote ch re fus ed to deliver the sludge pump unless the debt #as settled Thus, respondent Ed#in and *lberto de Jesus, the general manager of Eurotech, e+ecuted a eed of *ssignment of eceivables in favor of petitioner, #hich .assigns, transfers, conve"s unto the assignee the said receivables from Toledo Po#er Corporation in the amount of Php /0', ((( #hic h recei vabl es the as si gnor is the la#f ul recipient 1 *l legedl ", respondents proceeded to collect from Toledo Po#er Compan" the amount of Php /0' ,2/ '& 3 Pe tit ion er mad e severa l demand s upon re spo nde nt to pa" their obligations, resulting in partial pa"ments b" the latter In a 4nal demand letter sent to the re spo nde nts b" counse l of Eurotec h, the tot al obl iga tio ns st ood at Php &3',((( e+cluding interests and attorne"5s fees I(()E& 6hether or not respondent Ed#in Cuizon e+ceeded his authorit" #hen he signed the eed of *ssignment ther eb" binding himself personall" to pa" the obligations to petitioner *E+,& No, Ed#in Cuizon did not e+ceed his authorit" as agent of Er#in Cuizon in signing the eed of *ssignment *rticle 2738 states that .The agent #ho acts as such is not personall" liable to the part" #ith #hom he contracts, unless he e+pressl" binds himself or e+ceeds the limits of his authorit" #ithout giving such part" su9cient notice of his po#ers1 The article quoted above contemplates t#o scenarios: in the 4rs t ins tance, the age nt acts #el l #it hin his aut hor it" and is thus comple tel "

Eurotech Industrial Technologies vs. Cuizon G.R. No. 167552 April 23, 2007

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absolved of an" liabilit"; in the second, the agent himself e+pressl" binds himself or

e+ceeds his authorit" #ithout giving notice of his po#ers to the third person and is

therefore liable in his personal capacit" The eed of *ssignment clearl" states that

respondent Ed#in signed the same as the sales manager of Impact !"stems The

obligations of a !ales $anager being broad, the court e+plains that the position is

presumed to come #ith a grant of broad po#ers #ith #hich to conduct the business

of the principal, including entering into contracts that he deems reasonabl"

necessar" or requisite for the protection of the interests of his principal entrusted to

his management The eed of *ssignment #as an e+ercise of one the !ales

$anager5s obligations Thus, the court held that Ed#in Cuizon acted #ell #ithin his

authorit" #hen he signed the eed of *ssignment, and cannot be held personall"

liable for indebtedness to Eurotech