4.

British Airways v. CA, G.R. No. 121824, January 29, 1998

However, respondent PAL is not relieved from any liability due to any of its negligent acts. It
is but logical, fair and equitable to allow petitioner to sue respondent PAL for
indemnification, if it is proven that the latter's negligence was the proximate cause of private
respondent's unfortunate experience, instead of totally absolving respondent PAL from any
liability.

5.

Murao v. People. G.R. No. 141485, June 30, 2005.

Pablito Murao - owner of Lorna Murao Industrial Commercial Enterprises
business of selling and refilling fire extinguishers

He entered into a dealership agreement with Chito Frederico for the marketing,
distribution, and refilling of fire extinguishers within Puerto Princesa City.

50% discount of fire extinguishers provided that he sets up his own sales force,
acquires and issues his own sales invoice, and posts a bond with LMICE as
security for the credit line extended to him by LMICE.

FACTS:

On April 16, 1989, Mahtani decided to visit his relatives in Bombay, India. He
asked Mr. Gumar to prepare his travel plans.

Mr. Gumar purchased a ticket from British Airways (BA).

Since BA had no direct flights from Manila to Bombay, Mahtani had to take a
flight to Hongkong via PAL, and upon arrival in Hongkong he had to take a
connecting flight to Bombay on board BA.

Before departure, Mahtani checked in at PAL counter his two pieces of luggage
containing his clothings and personal effects, confident that upon reaching
Hongkong, the same would be transferred to the BA flight bound for Bombay.

when Mahtani arrived in Bombay he discovered that his luggage was missing
and that upon inquiry from the BA representatives, he was told that the same
might have been diverted to London.
After waiting for 1 week, BA finally advised him to file a claim by accomplishing
the "Property Irregularity Report.

In the Philippines, on June 11, 1990 Mahtani filed his complaint for damages and
attorney's fees5 against BA and Mr. Gumar before the RTC.L alleging that the
reason for the non-transfer of the luggage was due to the latter's late arrival in
Hongkong, thus leaving hardly any time for the proper transfer of Mahtani's
luggage to the BA aircraft bound for Bombay.
The RTC rendered its decision in favor of Mahtani.
BA is ordered to pay Mahtani P7,000 for the value of the 2 suitcases
$400 for the value of the contents of the luggage
P50,000 for moral and exemplary damages and 20% for attorneys fees and cost
of the action.
This decision was affirmed by CA.

ISSUE: WON Federico is a joint owner of the money paid to LMICE by the CITY
Government Of Puerto Princesa?
Frederico: 50% of gross sales
Murao: 30%

Frederico was allowed to act as a sales agent for LMICE. He can negotiate for
and on behalf of LMICE for the refill and delivery of fire extinguishers, which he,
in fact, did on two occasions with Landbank and with the City Government of
Puerto Princesa. Unlike the Dealership Agreement, however, the agreement that
private complainant Federico may act as sales agent of LMICE was based on an
oral agreement.

All profits made and any advantage gained by an agent in the execution of his
agency should belong to the principal.

In the instant case, whether the transactions negotiated by the sales agent were
for the sale of brand new fire extinguishers or for the refill of empty tanks,
evidently, the business belonged to LMICE. Consequently, payments made by
clients for the fire extinguishers pertained to LMICE.

When petitioner Huertazuela, as the Branch Manager of LMICE in Puerto

Princesa City, with the permission of petitioner Murao, the sole proprietor of
LMICE, personally picked up Check No. 611437 from the City Government of
Puerto Princesa, and deposited the same under the Current Account of LMICE
with PCIBank, he was merely collecting what rightfully belonged to LMICE.
Indeed, Check No. 611437 named LMICE as the lone payee. Private complainant
Federico may claim commission, allegedly equivalent to 50% of the payment

ISSUE: WON the Third-party claim should be dismissed

RULE: NO

The Court cannot agree with the dismissal of the third-complaint.

The contractual relationship between petitioner and respondent PAL is one of

agency, the former being the principal, since it was the one which issued the
confirmed ticket, and the latter the agent.

Since the instant petition was based on breach of contract of carriage, private
respondent can only sue petitioner alone, and not respondent PAL, since the
latter was not a party to the contract.

Failing to comply with the conditions under the said Dealership

Agreement, private complainant Federico, nonetheless, was still
allowed to act as a part-time sales agent for LMICE entitled to a
percentage commission from the sales of fire extinguishers.

received by LMICE from the City Government of Puerto Princesa, based on his
right to just compensation under his agency contract with LMICE,[28] but not as
the automatic owner of the 50% portion of the said payment

6.

Woodchild v. Roxas, G.R. No. 140667, August 12, 2004

provisions contained in the deed of absolute sale.

ISSUE:
Whether or not the respondent is bound by the provisions in the deed of absolute sale
granting to the petitioner beneficial use and a right of way over a portion of Lot
accessing to the Sumulong Highway and granting the option to the petitioner to buy a
portion thereof, and, if so, whether such agreement is enforceable against the
respondent?

FACTS:
HELD: No.

The respondent Roxas Electric and Construction Company, Inc. (RECCI),

formerly the Roxas Electric and Construction Company, was the owner of two
parcels of land. A portion of one Lot which abutted the other Lot was a dirt road
accessing to the Sumulong Highway, Antipolo, Rizal.

At a special meeting on May 17, 1991, the respondent's Board of Directors

approved a resolution authorizing the corporation, through its president, Roberto
B. Roxas, to sell the Lots, at a price and under such terms and conditions which
he deemed most reasonable and advantageous to the corporation; and to
execute, sign and deliver the pertinent sales documents and receive the
proceeds of the sale for and on behalf of the company.

Generally, the acts of the corporate officers within the scope of their authority are
binding on the corporation. However, under Article 1910 of the New Civil Code,
acts done by such officers beyond the scope of their authority cannot bind the
corporation unless it has ratified such acts expressly or tacitly, or is estopped
from denying them.

Thus, contracts entered into by corporate officers beyond the scope of authority
are unenforceable against the corporation unless ratified by the corporation.

Evidently, Roxas was not specifically authorized under the said resolution to
grant a right of way in favor of the petitioner on a portion of Lot No. 491-A-3-B-1
or to agree to sell to the petitioner a portion thereof. The authority of Roxas,
under the resolution, to sell Lot No. 491-A-3-B-2 covered by TCT No. 78086 did
not include the authority to sell a portion of the adjacent lot, Lot No. 491-A-3-B-1,
or to create or convey real rights thereon. Neither may such authority be implied
from the authority granted to Roxas to sell Lot No. 491-A-3-B-2 to the petitioner
"on such terms and conditions which he deems most reasonable and
advantageous."

Petitioner Woodchild Holdings, Inc. (WHI) wanted to buy the Lot on which it
planned to construct its warehouse building, and a portion of the adjoining lot, so
that its 45-foot container van would be able to readily enter or leave the property.

On September 5, 1991, a Deed of Absolute Sale in favor of WHI was issued,

under which the Lot was sold for P5,000,000, receipt of which was
acknowledged by Roxas under the following terms and conditions:

The Vendor agree (sic), as it hereby agrees and binds itself to give Vendee the
beneficial use of and a right of way from Sumulong Highway to the property
herein conveyed consists of 25 square meters wide to be used as the latter's
egress from and ingress to and an additional 25 square meters in the corner of
Lot No. 491-A-3-B-1, as turning and/or maneuvering area for Vendee's vehicles.

The general rule is that the power of attorney must be pursued within legal
strictures, and the agent can neither go beyond it; nor beside it. The act done
must be legally identical with that authorized to be done.30 In sum, then, the
consent of the respondent to the assailed provisions in the deed of absolute sale
was not obtained; hence, the assailed provisions are not binding on it.

The Vendor agrees that in the event that the right of way is insufficient for the
Vendee's use (ex entry of a 45-foot container) the Vendor agrees to sell
additional square meters from its current adjacent property to allow the Vendee
full access and full use of the property.

There can be no apparent authority of an agent without acts or conduct on the

part of the principal and such acts or conduct of the principal must have been
known and relied upon in good faith and as a result of the exercise of reasonable
prudence by a third person as claimant and such must have produced a change
of position to its detriment.

the respondent posits that Roxas was not so authorized under the May 17, 1991
Resolution of its Board of Directors to impose a burden or to grant a right of way
in favor of the petitioner on Lot No. 491-A-3-B-1, much less convey a portion
thereof to the petitioner. Hence, the respondent was not bound by such

The apparent power of an agent is to be determined by the acts of the principal

and not by the acts of the agent.