Woodhouse v Halili (1953, Labrador) PARTIES: Charles Woodhouse (Plaintiff-Appellant), Fortunato Halili (Defendant-Appellant) FACTS: Woodhouse entered into

o a written agreement with Halili which provides: a. Organize a partnership for the bottling and distribution of Mission soft drinks. Woodhouse to act as industrial partner or manager, and Halili as a capitalist. b. Halili was to decide matters of general policy regarding the business while Woodhouse was to attend to the operation and development of the plant. c. Woodhouse was to secure the Mission Soft Drinks Franchise d. Woodhouse was to receive 30% of the net profits. Prior to the agreement Woodhouse was able to obtain a thirty day option on exclusive bottling and distribution rights for the Philippines. The contract was finally signed. Halili was eventually granted the franchise to produce, bottle, distribute and sell Mission beverages in the Philippines. When the bottling plant was already in operation, Woodhouse demanded that the partnership papers be executed. Halili failed to comply with the demand of Woodhouse. Trial Court Brought by Woodhouse against Halili. Action was for the execution of the contract of partnership, an accounting of the profits, and his share of 30% and damages. Trial Court ordered Halili to render an accounting of the profits and to pay Woodhouse 15% thereof. It held that the execution of the contract of partnership could not be enforce upon the parties, but it also held that the defense of fraud was not proved. ISSUE(s): WON the court can compel Halili to enter into a partnership with Woodhouse? HELD/RATIO: NO (Court held that Woodhouse had falsely represented that he had an exclusive franchise to bottle Mission beverages. But the false representation or fraud would not annul the agreement The principal consideration for Halili in entering the partnership agreement was the ability of Woodhouse to get the exclusive franchise to bottle and distribute for the partnership. The false representation was not the causal consideration, or the principal inducement, that led to the partnership agreement. Agreement cannot be considered as null and void.) The law recognizes the individual's freedom or liberty to do an act he has promised to do, or not to do it, as he pleases. It falls within what Spanish commentators call a very personal act (acto personalismo), of which courts may not compel compliance, as it is considered an act of violence to do so.

DISPOSITIVE: With the modification above indicated, the judgment appealed from is hereby affirmed. Without costs. -mlb