THOMAS vs.

PINEDA
June 28, 1951
Tuason, J.

FACTS OF THE CASE

Summary: Defendant managed the business as plaintiffs employee or trustee during the Japanese occupation of the City of Manila and on a share
of the profits basis. The business burned down. After the war, defendant established a business of the same name, located in the same place; he
also refused to make an accounting of the business. The court held that the defendant is obliged to account for the business while he was its
manager, and that he acted in bad faith in his failure to do so.

Plaintiff owns the bar and restaurant known as Silver Dollar Caf located in Plaza Santa Cruz, Manila. In the course of time, the defendant
became successively cashier and manager of the business. On the onset of the war, plaintiff made a fictitious sale of the business to
defendant to prevent the business and its property from falling into enemy hands. Simultaneously with, or soon after the execution of the
simulated sale, the plaintiff and defendant signed a private or secret document stating that the deed of sale conveying the restaurant was
fictitious and upon the restoration of peace and order, the document automatically becomes null and void and of no effect. On February 3,
1945, the building was destroyed by fire but the defendant had been able to remove some of its furniture. According to the defendant, all of
these goods were accounted for and turned over to the plaintiff. On May 8, 1945, a bar was opened on Calle Bambang under the name
Silver Dollar Caf. On September of the same year, it was transferred to its original location in Plaza Santa Cruz. It is alleged that after
liberation, plaintiff brought a certified public accountant to the caf for the purpose of examining the books of the business. The defendant
resisted, and even pointed a gun at them. Because of this incident, plaintiff brought the present action to compel an accounting of the
business. It also asked the court to enjoin the defendant from using the name of that business, Silver Dollar Caf. The defendant avers that
there was a third, verbal agreement, the import of which was that he was to operate the business with no liability other than to turn it over
to the plaintiff as the plaintiff would find it after the war. He insists therefore that he was relieved of any duty to make an accounting.

ISSUE OF THE CASE

Whether or not defendant is obliged to render an accounting to the plaintiff. YES.

RULING OF THE COURT

The defendants contention is at war with the care and precaution which the plaintiff took to insure his rights in the business and its assets. Unless
Thomas was willing to give away his property and its profits, no man in his right senses would have given his manager an outright license such as
the defendant claims to have gotten from his employer. The exact legal character of the defendants relation to the plaintiff matters not a bit. It was
enough to show, and it had been shown, that he had been entrusted with the possession and management of the plaintiffs business and property for
the owners benefit and had not made an accounting.

Neither did the defendants sweeping statement at the trial that all the proceeds from the business had been used to support the plaintiff and his
daughters to entertain or bribe Japanese officers and civilians dispense with defendants duty to account. It was clear error for the court to declare
that there were no surplus profits. The courts inquiry ought to have been confined to the determination of the plaintiffs right to secure an accounting.
The defendant denied that the plaintiff had any proprietary interest in the saloon in Bambang and at Plaza Sta. Cruz after liberation. Thomas
however said that he borrowed P2000 from a friend, and with that amount he constructed a temporary building in Bambang and with the stocks
saved by the defendant, opened the business there. He said that, as before, the defendant now worked as manager, with the difference that under
the new arrangement he was to get one-half the net profits. The defendant said that he returned several cases of whiskey, rum, gin and other kinds
of liquor to the plaintiff, and he gave the latter P2000 in cash. He avers that this payment was in full and complete liquidation of the Silver Dollar
Caf. The court said that this was highly improbable, to put it mildly.

The use of the old name for the bar in Bambang suggests that the business was in fact an extension and continuation of the Silver Dollar Caf. It
was also the plaintiff who entered into a written contract of lease with the owner of the Santa Cruz location. Thomas was even named as its
proprietor. That the defendant was only a manager is also made evident by two sets of business cards of the Silver Dollar Caf which he himself
caused to be printed. On the first set, David Thomas was held out as the proprietor and Hermogenes Pineda, as manager. On the second set, which
were ordered later, the defendant was not even mentioned as manager, but one Bill Magner, while David Thomas name was retained as proprietor.
At different times from May 8 to December 15, 1945, the defendant handed the plaintiff averse amounts totaling P24,100 without so much as asking
Thomas to sign a receipt for any of them. The defendant testified that these amounts were simple loans secured by plaintiffs mining shares of stock.
The court held that the lack of any receipt is incompatible with the hypothesis of loans. There is no escaping the conclusion that the plaintiff was the
sole owner of the post-war Silver Dollar bar and restaurant, that the defendant was only an industrial partner, and that the said amounts were
withdrawals on account of the profits.
 As to the use of the trade name:
It appears that the defendant on September 27, 1945, registered the business and its name as his own. He contends that in 1940, the
plaintiffs right to use this trade name expired and by abandonment and non-use, the plaintiff ceased to have any title thereto. The alleged
abandonment or non-use is predicated on the testimony that the plaintiff expressly allowed the defendant to appropriate the trade name in
dispute. The court held that the defendant registered the business in bad faith. The plaintiffs non-use of his trade name did not work as a
forfeiture of his exclusive right to the name.

As legal proposition and in good conscience, the defendants registration of the trade name Silver Dollar Caf must be deemed to have
been affected for the benefit of its owner of whom he was a mere trustee or employee.

"The relations of an agent to his principal are fiduciary and it is an elementary and very old rule that in regard to
property forming the subject matter of the agency, he is estopped from acquiring or asserting a title adverse to that of
principal. His position is analogous to that of a trustee and he cannot consistently, with the principles of good faith, be
allowed to create in himself an interest in opposition to that of his principal or cestui que trust. A receiver, trustee,
attorney, agent or any other person occupying fiduciary relations respecting property or persons utterly disabled from
acquiring for his own benefit the property committed to his custody for management. This rule is entirely independent
of the fact whether any fraud has intervened. No fraud in fact need be shown, and no excuse will be heard from any
such inquiry that the rule takes so general form. The rule stands on the moral obligation to refrain from placing one's
self in position which ordinarily excite conflicts between self-interest at the expense of one's integrity and duty to
another, by making it possible to profit by yielding to temptation"

PALMA vs CRISTOBAL

FACTS OF THE CASE:

In 1909, after registration proceedings under ACT 496, the original certificate of title was issued in the names of Palma and his wife (Luisa Cristobal).
By the year 1923, said certificate was cancelled by virtue of CFI decree, but was later substituted by another certificate of title also in the name of
Palma and his wife. His wife died. Because of its death, a new certificate was issued, but this time only in the name of Palma only. With such, Palma
sought to eject Cristobal from a parcel of land in Tondo (TCT of w/c registered to Palma). Cristobal raised the question of ownership and the case
was dismissed. Palma filed w/ CFI Manila praying he be declared owner of the land and for Cristobal to be ordered to restore its possession to him
and remove his house therefrom.

The CFI dismissed the case, and when the case was brought to the CA it was similarly dismissed.
The court of appeals concluded that the parcel of land in question is a community property held by Palma in trust for the real owners (respondent
Cristobal being an heir of one of them), the registration having been made in accordance with an understanding between the coowners, by reason of
the confidence they had in Palma and his wife. This confidence, close relationship, and the fact that co-owners were receiving their shares in the
rentals, were the reasons why no step had been taken to partition the property. Before the death of Palma's wife, she called her husband and
enjoined him to give her co-owners their shares and he told her not to worry about it because he would. The CA, in dismissing the case, invoked SC
rulings w/c declared that the registration of the property in the name of the trustees in possession thereof, must be deemed to have been effected for
the benefit of the principal/cestui que trust. Thus this appeal by certiorari.

ISSUE OF THE CASE:

Whether or not the CA erred in dismissing the case

RULING OF THE COURT:

NO, the CA did not erred in dismissing the case. Palma contends that if he did commit fraud, Cristobal was in fact a part of it, but the SC held that
the fact that Cristobal has been a party to the deception which resulted in Palma's securing in his name the title to a property not belonging to him, is
not a valid reason for changing the legal relationship between the latter and its true owners to such an extent as to let them lose their ownership to a
person trying to usurp it.

Cristobal is not barred because his appearance as attorney for petitioner was not a misrepresentation which would induce Palma to believe that he
recognized Palma as the sole owner of the property in controversy. The misrepresentation could deceive the court and outsiders, because they were
not aware of the understanding between the co-owners that the property be registered in the name of Palma.

Palma then claimed that even granting the property was owned by several co-owners he now owns it because of prescription. This theory holds no
water because, according to the pronouncement of the CA, Palma held the property and secured its the registration in his name in a fiduciary
capacity, and it is elementary that a trustee cannot acquire by prescription the ownership of a property entrusted to him. The position of a trustee is of
representative nature. His position is the position of a cestui que trust. It is logical that all benefits derived by the possession and acts of the agent,
as such agent, should accrue to the benefit of his principal.

The relations of an agent to his principal are fiduciary and in regard to property forming the subject matter of the agency, he is estopped from
acquiring or asserting a title adverse to that of the principal. His position is analogous to that of a trustee and he cannot consistently, with the
principles of good faith, be allowed to create in himself an interest in opposition to that of his principal or cestui que trust.

FEDERICO VALERA VS. MIGUEL VELASCO

G.R. No. L-28050 March 13, 1928

FACTS OF THE CASE:

By virtue of the powers of attorney executed by the plaintiff-appellant, the defendant-appellee was appointed attorney-in-fact with authority to
manage his property in the Philippines, consisting of the usufruct of a real property. The liquidation of accounts revealed that the plaintiff-appellant
owed the defendant P1,100, and as misunderstanding arose between them, the defendant-appellee brought suit against the plaintiff-appellant . The
trial court decided in favor of agent; sheriff levied upon plaintiff-appellants right of usufruct, sold it at public auction and adjudicated it to defendant-
appellee in payment of his claim.

Plaintiff-appellant sold his right of redemption to Eduardo Hernandez- Hernandez conveyed the same right of redemption himself-but then another
person Salvador Vallejo, who had an execution upon a judgment against the plaintiff rendered in another case, levied upon said right of redemption-
right of redemption sold to Vallejo and was definitely adjudicated to him. Later, he transferred the said right of redemption to defendant-appellee. The
title was consolidated in his name, thus, the agent got the title to the right of usufruct to the aforementioned property.

ISSUE OF THE CASE:

Whether or not the agency was terminated

RULING OF THE COURT:

YES. Art 1732- Agency is terminated by:

a) Revocation
b) Withdrawal of agent
c) Death, interdiction, bankruptcy, or insolvency of the principal or of the agent.

While Art 1736- An agent may withdraw by giving notice to principal. If principal suffer any damage, agent must indemnify him unless the agents
reason should be the impossibility of continuing to act as such without serious detriment to himself. The misunderstanding between the plaintiff and
the defendant over the payment of the balance of P1, 000 due the latter more than prove the breach of the juridical relation between them;
For, although the agent has not expressly told his principal that he renounced the agency, yet neither dignity nor decorum permits the
latter to continue representing a person who has adopted such an antagonistic attitude towards him. When the agent filed a complaint
against his principal for recovery of a sum of money arising from the liquidation of the accounts between them in connection with the agency,
principal could not have understood otherwise than that agent renounced the agency; because his act was more expressive than words and could
not have caused any doubt. In order to terminate their relations by virtue of the agency the defendant, as agent, rendered his final account on March
31, 1923 to the plaintiff, as principal.
Briefly, then, the fact that an agent institutes an action against his principal for the recovery of the balance in his favor resulting from the
liquidation of the accounts between them arising from the agency, and renders and final account of his operations, is equivalent to an
express renunciation of the agency, and terminates the juridical relation between them.

Hence, the said agent's purchase of the aforesaid principal's right of usufruct at public auction held by virtue of an execution issued upon the
judgment rendered in favor of the former and against the latter, is valid and legal. Moreover, the defendant-appellee, having acquired right of
redemption from Salvador Vallejo, who had acquired it at public auction by virtue of a writ of execution issued upon the judgment obtained by the
said Vallejo against the said plaintiff, the latter lost all right to said usufruct. Neither did the trial court err in not ordering the agent to render a
liquidation of accounts from March 31, 1923, inasmuch as he had acquired the rights of the plaintiff by purchase at the execution sale, and as
purchaser, he was entitled to receive the rents from the date of the sale until the date of the repurchase, considering them as part of the redemption
price; but not having exercised the right repurchase during the legal period, and the title of the re purchaser having become absolute, the latter did
not have to account for said rents.

JESUS MA. CUI, ET AL., Plaintiff-Appellant,

v. ANTONIO MA. CUI, ET AL., Defendants-Appellees.

[G.R. No. L-7041. February 21, 1957.]

FACTS OF THE CASE:

Jesus and Antonio are the legitimate children of Don Mariano Cui and Doa Antonia Perales who died intestate in1939. Jesus alleged that during the

marriage of Don Mariano and Dona Antonia, their parents acquired certain properties in the City of Cebu, namely, Lots Nos. 2312, 2313 and 2319.

Upon the death of their mother, the properties were placed under the administration of their dad. that while the latter was 84 years of age, Antonio by

means of deceit, secured the transfer to themselves the said lots without any pecuniary consideration; that in the deed of sale executed on March 8,

1946, Rosario Cui appeared as one of the vendees, but on learning of this fact she subsequently renounced her rights under the sale and returned

her portion to Don Mariano Cui by executing a deed of resale in his favor on October 11, 1946; that defendants, fraudulently and with the desire of

enriching themselves unjustly at the expense of their father, Don Mariano Cui, and of their brothers and co-heirs, secured a loan of P130,000 from

the Rehabilitation properties, and with the loan thus obtained, defendants constructed thereon an apartment building of strong materials consisting of

14 doors, valued at approximately P130,000 and another building on the same parcels of land, which buildings were leased to some Chinese

commercial firms a monthly rental of P7,600, which defendants have collected and will continue to collect to the prejudice of the plaintiffs; Jesus

alleged that the sale should be invalidated so far as the portion of the property sold to Antonio Cui is concerned, for the reason that when that sale

was effected, Antonio was then acting as the agent or administrator of the properties of Don Mariano Cui. Jesus lays stress on the power of attorney

Exhibit L which was executed by Don Mariano in favor of Antonio Cui on March 2,1946, wherein the former has constituted the latter as his "true and

lawful attorney" to perform in his name and that of theintestate heirs of Doa Antonia Perales.

ISSUE OF THE CASE:

Whether or not the sale of the property to Antonio was valid.

RULING OF THE COURT:

YES. While under article 1459 of the old Civil Code an agent or administrator is disqualified from purchasing property in his hands for sale or

management, and, in this case, the property in question was sold to Antonio Cui while he was already the agent or administrator of the properties of

Don Mariano Cui, we however believe that this question cannot now be raised or invoked.

The prohibition of the law is contained in article 1459 of the old Civil Code, but this prohibition has already been removed.

Under the provisions of article 1491, section 2, of the new Civil Code, an agent may now buy property placed in his hands for sale or administration,

provided that the principal gives his consent thereto. While the new Code came into effect only on August 30, 1950, however, since this is a right that

is declared for the first time, the same may be given retroactive effect if no vested or acquired right is impaired (Article 2253, new Civil Code). During
the lifetime Don Mariano, and particularly on March 8, 1946, the herein appellants could not claim any vested or acquired right in these properties,

for, as heirs, the most they had was a mere expectancy. We may, therefore, invoke now this practical and liberal provision of our new Civil Code

even if the sale had taken place before its effectivity

ALLIED FREE WORKERS UNION

VS

C. MARITIMA et al.

19 SCRA 258

[JAN.31, 1967]

NATURE

Petitions for review by certiorari of CIR decision

FACTS

-This is a consolidation of 3 cases involving both parties

-Respondent Compania Maritima (MARITIMA), a local corp. engaged in shipping entered into a contract for lease of services with petitioner Allied
Free Workers Union (AFWU), a duly registered legitimate labor union. In the contract, it was stipulated that AFWU will do and perform all the work of
stevedoring and arrastre services of all vessels or boats of MARITIMA in Iligan City; that the contract is good and valid for 1 month starting Aug.12,
1952, but may be renewed by agreement of the parties with the reservation that MARITIMA has the right to revoke said contract even before the
expiration of the term, if and when AFWU fails to render good service.

-Towards the end of 1953, MARITIMA complained to AFWU of unsatisfactory and inefficient service. To remedy the situation, MARITIMA was forced
to hire extra laborers from among stand-by workers not affiliated to any union.

-On July 1954, AFWU sent a written proposal to MARITIMA for a CBA, but the latter did not reply. Thereafter, AFWU instituted an action in the CIR
praying that it be certified as the sole and exclusive bargaining unit composed of all the laborers doing arrastre and stevedoring work for MARITIMA,
to which action MARITIMA answered, alleging lack of EREE relationship. On Aug.1954, MARITIMA informed AFWU of the termination of the contract
because of the inefficient service rendered by the latter which had adversely affected its business. The termination was to take effect as of Sept.1,
1954. MARITIMA then contracted with the Iligan Stevedoring Union for the arrastre and stevedoring work. The latter agreed to perform the work
subject to the same terms and conditions of the contract with AFWU. The new agreement was to be carried out on Sept.1, 1954.

-On Aug.26, 1954, AFWU charged MARITIMA of unfair labor practices (ULPs) before the CIR. MARITIMA answered, again denying the ER-EE
relationship between the parties. On Sept.9, 1954, MARITIMA filed an action to rescind the contract, enjoin AFWU members from doing arrastre and
stevedoring work in connection with its vessels, and for recovery of damages against AFWU and its officers. The CFI ordered the rescission of the
contract and permanently enjoined AFWU members from performing work in connection with MARITIMAs vessels.

AFWU was later able to secure a writ of preliminary injunction ordering the maintenance of the status quo prior to Jan.6, 1961. Thus, after Jan.18,
1961, AFWU laborers were again back doing the same work as before.

-On Nov.4, 1963, after almost 10 years, the CFI finally rendered its decision: In pursuance of the provisions of Sec.12 of R.A. 875 and the Rules of
this court on certification election, the Honorable Secretary of Labor or any of his authorized representative is hereby requested to conduct
certification election among all the workers and/or stevedores working in the wharf of Iligan City who are performing stevedoring and arrastre service
aboard Compania Maritima vessels docking at Iligan City port in order to determine their representative for collective bargaining with the employer,
whether these desire to be represented by the petitioner Allied Free Workers Union or neither; and upon termination of the said election, the result
thereof shall forthwith be submitted to this court for further consideration. From this ruling, both parties appealed, AFWU claiming that it should be
declared outright as the majority union while MARITIMA contends that said court could not even have correctly ordered a certification election
considering that there was an absence of ER-EE relationship between it and said laborers.

ISSUE OF THE CASE:

Whether or not the order of a certification election by the CIR was proper. (WON there was an ER-EE relationship between AFWU and MARITIMA)

RULING OF THE COURT:

NO. Before a certification election can be held, there must exist an ER-EE relationship between the ER and the petitioner union. Ratio The duty to
bargain collectively exists only between the employer and its employees. Where there is no duty to bargain collectively, it is not proper to hold
certification elections in connection therewith. Reasoning In its findings, the CIR observed that after the rescission, the AFWU laborers continued
working in accordance with the cabo system, which was the prevailing custom in the place. Under this system, the union was an independent
contractor. The CIR also made a finding that prior to the contract between MARITIMA and AFWU, the former had an oral arrastre and stevedoring
agreement with another union, the Iligan Laborers Union (ILU), which agreement was also based on the cabo system. After unsatisfactory service,
MARITIMA cancelled this oral contract and entered into a new contract with AFWU, the terms and conditions of which were similar to the oral
contract with ILU. The written contract between AFWU and MARITIMA was signed under the assurance by AFWU that the same arrangement
previously had with the former union regarding performance and execution of arrastre and stevedoring contract be followed in accordance with the
custom of such kind of work in Iligan. Thus, petitioner union operated as a labor contractor under the so-called cabo system. Now, in its all-out
endeavor to make an "employer" out of MARITIMA, AFWU citing an impressive array of jurisprudence, even goes to the extent of insisting
that it be considered a mere "agent" of MARITIMA. Suffice it to say on this point that an agent can not represent two conflicting interests
that are diametrically opposed. And that the cases sought to be relied upon did not involve representatives of opposing interests.

From these findings, Insofar as the working agreement was concerned, there was no real difference between the contract and the prior oral
agreement. Both were based on the cabo system. Hence, since the parties observed the cabo system after the rescission of the contract, and
since the characteristics of said system show that the contracting union was an independent contractor, it is reasonable to assume that AFWU
continued being an independent contractor of MARITIMA. And, being an independent contractor, it could not qualify as an employee. With more
reason would this be true with respect to the laborers. Moreover, there is no evidence at all regarding the characteristics of the working arrangement
between AFWU and MARITIMA after the termination of the CONTRACT. All we have to go on is the court a quos finding that the cabo system was
observed-a system that negatives employment relationship.

Since the only function of a certification election is to determine, with judicial sanction, which union shall be the official representative or spokesman
of the employees will be, there being no ER-EE relationship between the parties disputants, it follows that there is neither a duty to bargain
collectively. Thus, the order for certification election in question cannot be sustained.

Disposition

Appealed decision of the CIR is AFFIRMED insofar as it dismissed the charge of ULP, but REVERSED and SET ASIDE insofar as it ordered the
holding of a certification election. The petition for certification election should be DISMISSED.

G.R. No. L-7144 May 31, 1955

FAR EASTERN EXPORT & IMPORT CO., vs. LIM TECK SUAN

FACTS OF THE CASE:

Sometime in November, 1948, Ignacio Delizalde, an agent of the Far Eastern Export & Import Company, went to the store of Lim
Teck Suan situated at 267 San Vicente Street, Manila, and offered to sell textile, showing samples thereof, and having arrived at an agreement
with Bernardo Lim, the General Manager of Lim Teck Suan, Delizalde returned on November 17 with the buyer's order. plaintiff established a letter of
credit No. 6390 (Exhibit B) in favor of Frenkel International Corporation through the Hongkong and Shanghai Bangking Corporation, attached to the
agreed statement of facts.

On February 11, 1949, the textile arrived at Manila on board the vessel M. S. Arnold Maersk. The plaintiff complained to the defendant of
the inferior quality of the textile received by him and had them examined by Marine Surveyor Del Pan & Company. Upon instructions of the
defendants plaintiff deposited the goods with the United Warehouse Corporation. As per suggestion of the Far Eastern Export and Import Company
contained in its letter dated June 16, 1949, plaintiff withdrew from the United Bonded Warehouse, Port Area, Manila, the fifteen cases of Ashtone
Acetate and Rayon Suiting for the purpose of offering them for sale which netted P11,907.30. Deducting this amount from the sum of P23,686.96
which included the amount paid by plaintiff for said textile and the warehouse expenses, a difference of P11,476.66 is left, representing the net
direct loss.
The defense set up is that the Far Eastern Export and Import Company only acted as a broker in this transaction; that after placing the order the
defendants took no further action and the cargo was taken directly by the buyer Lim Teck Suan, the shipment having been made to him and all the
documents were also handled by him directly without any intervention on the part of the defendants; The trial court acquitted defendants. CA
reversed judgement on the case of Jose Velasco, vs. Universal Trading Co., Inc., 45 Off. Gaz. 4504 where the transaction therein involved was
found by the court to be one of purchase and sale and not of brokerage or agency.

ISSUE OF THE CASE:

Whether or not Far Eastern is liable to the direct loss and acted as an agent

RULING OF THE COURT:

In the present case, the export company acted as agent for Frenkel International Corporation, presumably the supplier of the textile sold. In the
Velasco case, the Universal Trading Co., was acting as agent for A. J. Wilson Company, also the supplier of the whisky sold. In the present case,
Suan according to the first part of the agreement is said merely to be commissioning the Export Company to procure for him the merchandise in
question, just as in the other case, Velasco was supposed to be ordering the whisky thru the Universal Trading Co. In the present case, the price of
the merchandise bought was paid for by Suan by means of an irrevocable letter of credit opened in favor of the supplier, Frenkel International
Corporation. In the Velasco case, Velasco was given the choice of either opening a similar irrevocable letter of credit in favor of the supplier A. J.
Wilson Company or making a cash deposit.

It is true that in the Velasco case, upon the arrival of the whisky and because it did not conform to specifications, Velasco refused to received it; but
in the present case although Suan received the merchandise he immediately protested its poor quality and it was deposited in the
warehouse and later withdrawn and sold for the best price possible, all at the suggestion of the Export company. The present case is in our
opinion a stronger one than that of Velasco for holding the transaction as one of purchase and sale because as may be noticed from the agreement
(Exhibit "A"), the same speaks of the items (merchandise) therein involved as sold, and the sale was even confirmed by the Export company. In both
cases, the agents Universal Trading Co. and the export company dealt directly with the local merchants Velasco and Suan without expressly
indicating or revealing their principals. In both cases there was no privity of contract between the buyers Suan and Velasco and the suppliers
Frenkel International Corporation and A. J. Wilson Company, respectively. In both cases no commission or monetary consideration was paid or
agreed to be paid by the buyers to the Export company and the Universal Trading Co., proof that there was no agency or brokerage, and that the
profit of the latter was undoubtedly the difference between the price listed to the buyers and the net or special price quoted to the sellers, by the
suppliers. As already stated, it was held in the Velasco case that the transaction therein entered into was one of purchase and sale, and for
the same reasons given there, we agreed with the Court of Appeals that the transaction entered into here is one of purchase and sale.

As was held by this Tribunal in the case of Gonzalo Puyat & Sons Incorporated vs. Arco Amusement, 72 Phil., 402, where a foreign company has
an agent here selling its goods and merchandise, that same agent could not very well act as agent for local buyers, because the interests
of his foreign principal and those of the buyer would be in direct conflict. He could not serve two masters at the same time. In the present
case, the Export company being an agent of the Frenkel International Corporation could not, as it claims, have acted as an agent or broker
for Suan.