de La Cruz V Northern Theatrial Enterprises: AGENCY (Obieta) DIGESTS by Sham Zaragoza
de La Cruz V Northern Theatrial Enterprises: AGENCY (Obieta) DIGESTS by Sham Zaragoza
de La Cruz V Northern Theatrial Enterprises: AGENCY (Obieta) DIGESTS by Sham Zaragoza
ARTICLES 1868-1872
There was a request on the part of Ker for the cancellation of such
assessment which request was turned down
Such liability arose from a contract of Ker with the United States
Rubber International. The former being referred to as the distributor
and the latter specifically designated as the company
Plaintiff was charged with homicide but was acquitted of charge after
trial. In both criminal cases against him, he employed a lawyer to
defend him
He then demanded from NLE reimbursement of expenses but was
refused thus filed present action against the company and t3 members
of its Board of Directors to recover not only the amounts he had paid
his lawyers but also moral damages said to have been suffered due to
his worry, neglect of his interests and his family as well in the
supervision of the cultivation of his land, a total of P 15,000.
It is further agreed that this agreement does not constitute Ker the
agent or legal representative of the company for any purpose
whatsoever
ISSUE:
W/N Plaintiff De la Cruz is considered as an agent of the corporation
and as such entitled to reimbursement for expenses incurred in
conncection with agency
ISSUE:
W/N the relationship thus created is one of vendor and vendee
(contract of sale) or of broker and principal (contract of agency)
RULING:
Broker and principal- contract of agency
By taking the contractual stipulations as a whole and not just the
disclaimer, it would seem that the contract between them is a contract
of agency
Ruling: No
Although the employer has a moral obligation to give employee legal
assistance to aid the latter in his case, he has no legal obligation to do
so.
The mere disclaimer in a contract that an entity like Ker is not the
agent or legal representative for any purpose whatsoever does not
suffice to yield the conclusion that it is an independent merchant if
the control over the goods for resale of goods consigned is pervasive
in character
FACTS:
1
about the amount of commission for the sale of a fire truck. Escandor
replied saying that it was P15,000 per unit
Alleging that Orient Air had reneged on its obligations under the
Agreement by failing to remit the net proceeds of sale in the amount
of US $ 254,400, American Air by itself undertook the collection of
the proceeds of tickets sold originally by Orient Air and terminated
forthwith the Agreement
When Escandor didnt get any word from Orbeta after 3 days, she
herself inquired in writing from Rubberworld about her offer of sale
of a fire truck. She then sent a revised price quotation some ten days
laeter.
American Air instituted suit against Orient Air for Accounting with
Preliminary Attachment or Garnishment, Mandatory Injunction and
Restraining Order averring the basis for the termination of the
Agreement as well as Orient Airs previous record of failures to
promptly settle past outstanding refunds of which there were
available funds in the possession of the Orient Air to the damage and
prejudice of American Air
RULING: No
As the designated General Sales Agent of American Air, Orient Air
was responsible for the promotion and marketing of American Airs
services for air passenger transportation and the solicitation of sales
therefor. In return for such efforts and services, Orient Air was to be
paid commissions of 2 kinds: first, a sales agency commission,
ranging from 7 to 8% of tariff fares and charges from sales by Orient
Air when made on American Air ticket stock; and second, an
overriding commission of 3% of tariff fares and charges for all sales
of passenger transportation over American Air services.
The claim that she gave verbal authority to Orbeta to offer to a fire
truck to Rubberworld was belied from the fact that months prior to
Orbetas approaching Escandor, the latter already had made a written
offer of a fire truck to Rubberworld. All that she consented to was for
Orbeta to follow up that pending offer. It seems fairly evident that
the representation allowance of P250 was meant to cover the
expenses for the follow up offered by Orbeta-an ambiguous fact
which does not of itself suggest the creation of an agency and is not
at all inconsistent with the theory of its absence in this case.
In addition, it is clear from the records that American Air was the
party responsible for the preparation of the Agreement. Consequently,
any ambiguity in this contract of adhesion is to be taken contra
proferentem construed against the party who cause the ambiguity
and could have avoided it by the exercise of a little more care.
5. BORDADOR V LUZ
4. ORIENT AIR SERVCES AND HOTEL REPRESENTATIVES
V CA
FACTS:
Petitioners were engaged in the business of purchase and sale of
jewelry and respondent Brigida Luz, also known as Aida Luz, was
their regular customer.
FACTS:
American Airlines, inc, an air carrier offering passenger and air cargo
transportation in the Phils, and Orient Air Services and Hotel
Representatives entered into a General Sales Agency Agreement
whereby the former authorized the latter to act as its exclusive
general sales agent within the Phils for the sale of air passenger
transportation
Trial court ruled that only Deganos was liable to Bordador for the
amount and damages claimed. It held that while Luz did have
transactions with petitioners in the past, the items involved were
already paid for and all that Luz owed Bordador was the sum or P21,
483 representing interest on the principal account which she had
previously paid for.
RULING: No
Gomiz, before embarking for Spain, executed before a notary a
power of attorney in favor of Hidalgo as his agent and that he should
represent him and administer various properties he owned and
possessed in Manila.
ISSUE:
W/N Luz are liable to petitioners for the latters claim for money and
damages in the sum of P725,463.98, plus interests and attorneys
fees, despite the fact that the evidence does not show that they signed
any of the subject receipts or authorized Deganos to receive the items
of jewelry on their behalf
RULING: No
Evidence does not support the theory of Bordador that Deganos was
an agent of Luz and that the latter should consequently be held
solidarily liable with Deganos in his obligation to petitioners.
FACTS:
Duran, a nephew of Orense, with the latters knowledge and consent,
executed before a notary a public instrument whereby he sold and
conveyed to plaintiff company for P1,500 the said property
6. DE LA PENA V HIDALGO
FACTS:
De la Pena y de Ramon and De Ramon, in her own behalf and as the
legal guardian of her son Roberto De la Pena, filed in the CFI a
written complaint against Hidalgos
said instrument of sale was publicly and freely confirmed and ratified
by Orense in a verbal declaration made by him
that, in order to perfect the title to the said property, the plaintiff had
to demand of Orense that he execute in legal form a deed of
conveyance of the property, but that the defendant Orense refused to
do so, without any justifiable cause or reason
This suit involves the validity and efficacy of the sale under right of
redemption of a parcel of land and a masonry house with a nipa hut
erected thereon, effected by Duran, a nephew of the owner of the
property, Orense for the sum of P1,500 by means of a notarial
instrument
Hidalgo, as such agent, collected the rents and income from said
properties, amounting to P50, 244, which sum, collected in partial
amounts and on different dates, he should have deposited, in
accordance with the verbal agreement between the deceased and
3
for his client of original process by which the court for the first time
acquires jurisdiction of the client
The record is not quite clear that Balcoff acted merely as counsel in
his relation to Johnlo. There is proof to show that he acted in a
representative capacity in and outside of court, so much so that he
undertook to settle claims that had been filed against it
RULING: Yes
Reecords in this case shows that Orense did give his consent in order
that his nephew, Duran might sell the property in question to
company and that he did thereafter confirm and ratify the sale by
means of a public instrument executed before a notary
The service made upon him of the summons intended for Johnlo can
be deemed sufficient in contemplation of law to bind his client,
Johnlo upon the theory that, as the only person in the Phils charged
with the duty of settling claims against it, he must be presumed, to
communicate to his client the service made upon him of any process
that may result in a judgment and execution that may deprive it of its
property and the probabilities are, under such circumstances, that the
corporation will be duly informed of the pendency of the suit
It having been proven at the trial that Orense gave his consent to the
said sale, it follows that he conferred verbal, or at least implied,
power of agency upon his nephew Duran who accepted it in the same
way by selling the said property
The principal must therefore fulfill all the obligations contracted by
the agent, who acted within the scope of his authority
ARTICLES 1873-1877
1. RALLOS V YANGCO
The sale of the said property made by Duran to the company was
indeed null and void in the beginning, but afterwards become
perfectly valid and cured of the defect of nullity it bore at its
execution by the confirmation solemnly made by the said owner upon
his stating under oath to the judge that he himself consented to his
nephews making the said sale
FACTS:
Yangco sent Rallos a letter inviting the latter to be the consignor in
buying and selling leaf tobacco and other native products. Terms and
conditions were also contained in the letter.
Accepting the invitation, Rallos proceeded to do a considerable
business with Yangco trhough the said Collantes, as his factor,
sending to him as agent for Yangco a good deal of produce to be sold
on commission.
Rallos sent to the said Collantes, as agent for Yangco, 218 bundles of
tobacco in the leaf to be sold on commission, as had been other
produce previously.
The said Collantes received said tobacco and sold it for the sum of
P1,744. The charges for such sale were P206.96, leaving in the hands
of said Collantes the sum of 1,537.08 belonging to Rallos. This sum
was, apparently, converted to his own use by said agent.
Motion for attachment was granted but was later amended at the
request of the plaintiff, upon its finding that all of the said properties
had been transferred to other persons and the proceeds of the sale
deposited with the National City Bank of New York
Consequentlym the deposit in the amount of P25,000 was garnished
in compliance with the order of the court
Yangco thus refused to pay the said sum upon demand of Rallos,
placing such refusal upon the ground that at the time the said tobacco
was received and sold by Collantes, he was acting personally and not
as agent of Yangco.
However, the summons for Johnlo Company in this case was served
on Charles Balcoff upon the claim that he is its representative in the
Phils.
as no one appeared in behalf of Johnlo, the court, upon petition of the
plaintiff declared said company in default
ISSUE: W/N Balcoff is deemed not just a counsel but also an agent
of Johnlo Company
RULING: yes, both counsel and agent/representative
It may be stated that an attorney cannot, without authority to do so,
accept service of process which commences action against his client
Plaintiffs made demand for the payment from defendant and that the
latter failed and refused to pay the said balance or any part of it
Macke, one of the plaintiffs, testified that on the order of one Ricardo
Flores, who represented himself to be the agent of Jose Camps, he
shipped the said goods to the defendant at the Washington Caf; that
Flores (agent) later acknowledged the receipt of the said goods and
made various payments thereon amounting in all to P174; that
believes that Flores is still the agent of Camps; and that when he went
to the Washington Caf for the purpose of collecting his bill he found
Flores, in the absence of Camps, apparently in charge of the business
and claiming to be the business manager of Camps, said business
being that of a hotel with a bar and restaurant annexed.
This contract was signed by Camps and the name of Ricardo Flores
as a witness and attached thereon is an inventory of the furniture and
fittings which also is signed by Camps with the word sublessee
below the name, and at the foot of this inventory the word received
followed by the name Ricardo Flores with the words managing
agent immediately following his name.
Ruling: Yes
Evidence is sufficient to sustain a finding that Flores is the agent of
Camps in the management of the bar of the Washington Caf with
authority to bind Camps, his principal, for the payment of the goods
The contract sufficiently establishes the fact that Camps was the
owner of the business and of the bar, and the title of managing
agent attached to the signature of Flores which appears on that
contract, together with the fact that at the time the purchases were
made, Flores was apparently in charge of the business performing the
duties usually intrusted to a managing agent leave little room for
doubt that he was there as the authorized agent of Camps.
FACTS:
Orense had been the owner of a parcel of land, with the building and
improvements thereon situated in the pueblo of Albay, and had been
registered under his name
Jose Duran, a nephew of Orense, with the latters knowledge and
consent, executed before a notary a public instrument whereby he
sold and conveyed to Gutierrez Hermanos, for P 1,500 the
aforementioned property with Duran having the right to repurchase
for the same price within 4 years
Plaintiff had not entered into possession of the land since it is being
occupied by Orense and Duran, by virtue of a contract of lease
executed by plaintiff to Duran
Rio alleges that Yu Tec & Co, which was then a limited partnership,
authorized its agent, J.V. Molina to find a purchaser or a lessee of a
tract of land belonging to it located on Calle Velasquez, Tondo,
Manila.
Within the time given the agent found a purchaser in the name of
plaintiff (Rio) which offered to purchase the land for the sum of P
40,000 and that Mollina, its agent, made known its offer to the
respondent company which refused to accept it
Yu Tec offered to sell the land for P42,000 instead, of which P7,000
was to be paid on the signing of the contract, and the balance
Riwithin two years, with interest of 8% and the remaining P25,000 at
the end of the second year, all to be secured by a first mortgage
Rio accepted the offer but Yu Tec company made several excuses and
refused to carry out the agreement
That defendant, Calvin, with full knowledge of the facts and within
the specified period, fraudulently conspiring with Yu Tec, entered
into a contract by which he purchased the property from the
company.
5
FACTS
Cosmic Corporation, through its General Manager executed a Special
Power of Attorney appointing Paz G. Villamil-Estrada as attorney-infact to initiate, institute and file any court action for the ejectment of
third persons and/or squatters of the entire lot 9127 and 443 for the
said squatters to remove their houses and vacate the premises in order
that the corporation may take material possession of the entire lot
5. JIMENEZ V RABOT
Estrada entered into a Compromise Agreement with Perez, the terms
and conditions such as:
In order for Perez to buy the said lot he is presently
occupying, he has to pay to plaintiff through Estada the
sum of P26,640 computed at P80/square meter and that
Cosmic Lumber recognizes ownership and possession of
Perez by virtue of this compromise agreement over said
portion of 333 sqm of lot 443 and whatever expenses of
subdivision, registration and other incidental expenses shall
be shouldered by Perez
FACTS:
Gregorio Jimenez filed this action to recover from Rabot, a parcel of
land situated in Alaminos, Pangasinan
The property in question, together with two other parcels in the same
locality originally belonged to Jimenez, having been assigned to him
as one of the heirs in the division of the estate of his father
It further appears that while Gregorio Jimenez was staying at Vigan,
Ilocos Sur, his property in Alaminos was confided by him to the care
of his elder sister Nicolasa Jimenez.
although the agreement was approved by the trial court and the
decision became final and executory it was not executed within the 5
year period from date of its finality allegedly due to the failure of
Cosmic Lumber to produce the owners duplicate copy of title needed
to segregate from lot 443 the portion sold by the attorney-in-fact, Paz
Estrada to Perez under the compromise agreement
He wrote his sister a letter from Vigan in which he informed her that
he was pressed for money and requested her to sell one of his parcels
of land and send him the money in order that he might pay his debts.
The letter contains no description of the land to be sold other than is
indicated in the words one of my parcels of land.
Acting upon this letter, Nicolasa approached Rabot and the latter
agreed to buy the property for the sum of P500. P250 was paid at
once, with the understanding that a deed of conveyance would be
executed when the balance should be paid.
RULING: No
The authority granted Villamil-Estrada under the special power of
attorney was explicit and exclusionary: for her to institute any action
in court to eject all persons found on lots number 9127 and 443 so
that Cosmic Lumber could take material possession thereof and for
this purpose, to appear at the pre-trial and enter into any stipulation of
facts and/or compromise agreement but only insofar as this was
protective of the rights and interests of Cosmic Lumber in the
property
RULING: Yes
As a matter of formality, a power of attorney to convey real property
ought to appear in a public document, just as any other instrument
intended to transmit or convey an interest in such property ought to
appear in a public document
Art. 1713 of the Civil Code requires that the authority to alienate
land shall be contained in an express mandate
Subsection 5 of section 335 of Code of Civil Procedure say that the
authority of the agent must be in writing and subscribed by the party
to be charged
For the principal to confer the right upon an agent to sell real estate, a
power of attorney must so express the powers of the agent in clear
and unmistakable language
It is therefore clear that by selling to Perez a portion of Cosmic
Lumbers land through a compromise agreement, Villamil-Estrada
acted without or in obvious authority. The sale ipso jure is
consequently void and so is the compromise agreement. This being
the case, the judgment based thereon is necessarily void
When an agent is engaged in the perpetration of a fraud upon his
principal for his own exclusive benefit, he is not really acting for the
principal but is really acting for himself, entirely outside the scope of
his agency
7. RAET V CA
6
FACTS:
Petitioners Cesar and Elviira Raet (the spouses Raet) and petitioners
Rex and Edna Mitra (Spouses Mitra) negotiated with Amparo Gatus
concerning the possibility of bu*ying the rights of the latter to certain
units at the Las Villas de Sto. Nino Subdivision in Meycauyan,
Bulacan.
The property was offered for sale to the general public through the
circulation of a sales brochure containing the description of the
property and the asking price of P6,250/sqm with terms of payment
negotiable. In addition, brokers commission was 2% of selling price,
net of withholding taxes and other charges. Contact person was
Meldin Al G. Roy, Metro Drug Inc.
Spouses Raet and Spouses Mira paid Gatus the total amounts of
P40,000 and P35,000 respectively for which they were issued
receipts by Gatus in her own name
Al G. Roy sent a sales brochure, together with the location plan and
copy of the TCT to Atty. Gelacio Mamaril, a practicing lawyer and a
licensed real estate broker. Mamaril passed in turn passed on these
documents to Antonio Teng, Executive Vice President, and Atty
Victor Villanueva, Legal Counsel of City-Lite
Both spouses applied directly with PVDHC for the purchase of units
in the said subdivision. As they were not GSIS members, they looked
for members who could act as accommodation parties by allowing
them to use their policies. PVDHC would process the applications for
the purchase of the units upon the approval by the GSIS of
petitioners loan application
Spouses Raet were allowed to occupy the unit built on Lot 4, Block
67, Phase 4A of the subdivision while Spouses Mitra were given the
unit on Lot 7, Block 61, Phase 4A thereof
RULING: No
SC: Parties in this case had not reached any agreement with regard to
the sale of the units in question
Records do not show the total costs of the units in question and the
payment schemes therefore. The figures referred to by both spouses
were mere estimates given to them by Gatus. The parties transactions
thus, lacked the requisites ressential for the perfection of contracts
Both spouses dealt with Gatus who was not the agent of PVDHC.
The criminal case for estafa against her was dismissed because it was
found out that she never represeneted herself to be an agent of
PVDHC
Both spouses knew from the beginning that Gatus was negotiating
with them in her own behalf and not as an agent of PVDHC
There is thus no basis for the finding of HLURB Arbiter that Gatus
was the agent of PVDHC with respect to the transactions in question
Since PVDHC had no knowledge of the figures Gatus gave to both
spouses as estimates of the costs of the units, it could not have
ratified the same at the time the latter applied for the purchase of the
units. PVDHC was to enter into agreements concerning subject units
with both spouses only upon approval of their loan applications with
GSIS which failed to materialize
9. SIMMIE V H. BRODEK
FACTS
Private Respondent F.P. Holdings and Realty Corporation (F.P.
Holdings), formerly the Sparta Holdings Inc, was the registered
owner of a parcel of land situated along E. Rodriguez Avenue,
FACTS:
Simmie filed an action against Brodek to recover the sum of 1,350
pesos for services performed by the former for Brodek in the
purchase of a interest in the launch called Fred L. Dorr.
7
Evidence shows that Brodek was the owner of interest in the said
launch prior to the time of the alleged contract and that one A.J.
Washburn was the owner of the other half.
The trial court held that the compensation for the services of the
plaintiff was the gratuitous use and occupation of some of the houses
of said deceased by plaintiff and his family
If it were true that the plaintiff and the deceased had an understanding
to the effect that plaintiff was to receive compensation aside from the
use and occupation of the houses of the deceased, it cannot be
explained how the plaintiff could have rendered services as he did for
8 years without receiving and claiming any compensation from the
deceased.
He further claims that he was to receive for such services a sum equal
to the difference between 3,500 pesos and whatever sum less than
that amount for which he could purchase the said launch
He further claims that by virtue of this agreement he entered into a
contract with the said Washburn to pay to the latter the sum of 2,150
pesos and that there was due from Brodek to him the difference
between 3,500 pesos and 2,150 pesos, or the sum of 1,350 pesos
Inferior court ruled in favor the plaintiff, Simmie
ISSUE: W/N there was a contract of agency between Brodek and
Simmie, the latter to purchase the said launch for the principal,
Brodek
RULING: YES
Where Brodek enters into a contract through his authorized agent
Dorr, with Simmie to purchase property, agreeing to pay a fixed price
for such property, allowing Simmie, a sum equal to the difference
between this fixed price and whatever sum less than that for which
Simmie is able to purchase the property, and Simmie has completed
the contract of sale and there is nothing left to be done except the
payment of the said property, and then Brodek closes said contract
without the intervention of Simmie, the former is liable to the latter
for an amount equal to the difference between the actual purchase
price of said property and the which Brodek agreed to pay for the
same
10. AGUNA V. LARENA
FACTS:
This action is brought to recover the sum of P29,600 on two causes
against the administrator of the estate of the deceased Mariano
Larena
Upon his first cause of action, plaintiff claims the sum of P9,600, the
alleged value of services rendered by him to said deceased as his
agent in charge of the deceaseds houses situated in Manila
Under the second cause of action, plaintiff alleges that one of the
buildings belonging to the deceased and described in his complaint
was built by him with the consent of the deceased, and for that reason
he is entitled to recover the sum disbursed by him in its construction,
amounting to P20,000
Evidence shows that plaintiff rendered services to the deceased,
consisting in the collection of the rents due from the tenants
occupying the deceaseds houses in Manila and attending to the repair
of said houses when necessary. He also took such steps as were
necessary to enforce the payment of rents and all that was required to
protect the interests of the deceased in connection with said houses
Evidence also shows that at the time he rendered his services, he did
not receive any compensation, however it is a fact that during said
period, plaintiff occupied a house belonging to the deceased without
paying any rent at all
Upon the first cause of action, the trial court held that the
compensation for services of plaintiff was the gratuitous use and
occupation of some of the houses of the deceased by the plaintiff and
his family
As to the second cause, the court held that the plaintiff did not have
any source of income that could produce him such a large sum of
money as that invested in the construction of the house; and the fact
that the deceased had more than the necessary amount to build the
house
ISSUE: W/N there was a contract of agency between plaintiff and
respondent entitling the former compensation for services rendered in
favor of the latter
RULING: NO
Plaintiff insists that, as his services as agent of the deceased M
Larena having been rendered, an obligaton to compensate them must
necessarily arise.