EUROTECH VS.

COURT OF APPEALS

Facts:

Edwin Cuizon, general manager of Impact Systems Sales owned by Erwin Cuizon, bought one equipment from Petitioner Eurotech valued at Php 250,000.00, paying Php
50,000.00 as downpayment. When the equipment arrived, petitioner refused to deliver it to the respondent without paying the balance. Edwin and a general
manager of Eurotech signed a deed of assignment, whereby Impact Systems assigns its outstanding receivable amounting to Php 365,000.00 to Eurotech, which
delivered the equipment thereafter. But Erwin, the proprietor, still collected the receivables despite the assignment. After partial payments made,
Eurotech made a final demand of Php 295,000.00, excluding interest and attorney's fees. For failure to meet the demand, Eurotech filed a complaint for sum of
money, damages, with application for preliminary attachment. Edwin alleged that he is not a real party in interest in the case for he merely acted
as an agent of his principal, Impact Systems. RTC dropped respondent as a party defendant of the case. The CA affirmed the order, hence the
appeal was made.

Issue:

Whether or not respondent, as sales manager, is acting merely as an agent for the sole proprietorship

Held:

R e s p o n d e n t E d w i n m e r e l y a c t e d a s a n a g e n t .

In a contract of agency, a person binds himself to render some service or to do something in representation or on behalf of

another with the latter’s consent.

The underlying principle of the contract of agency is to accomplish results by using the services of others

to do a great variety of things like selling, buying, manufacturing, and transporting. Its purpose is to extend the personality of the principal or the
party for whom another acts and from whom he or she derives the authority to act. It is said that the basis of agency is representation, that is, the
agent acts for and on behalf of the principal on matters within the scope of his authority and said acts have the same legal effect as if they were personally executed
by the principal. By this legal fiction, the actual or real absence of the principal is converted into his legal or juridical presence

qui facit per alium facit per se. The elements of the contract of agency are: (1) consent, express or implied, of the parties to establish the
relationship; (2) the object is the execution of a juridical act in relation to a third person; (3) the agent acts as a representative and not for
himself; (4) the agent acts within the scope of his authority

In this case, the parties do not dispute the existence of the agency relationship between respondents ERWIN as principal and EDWIN as agent.
The only cause of the present dispute is whether respondent EDWIN exceeded his authority when he signed the Deed ofAssignment thereby binding himself
personally to pay the obligations to petitioner. Article 1897 reinforces the familiar doctrine that an agent, who acts as such, is not personally liable
to the party with whom he contracts. The same provision, however, presents two instances when an agent becomes personally liable to a third person: (1) When he
expressly binds himself to the obligation; and, (2) When he exceeds his authority. In the last instance, the agent can be held liable if he does not
give the third party sufficient notice of his powers.

W e h o l d t h a t r e s p o n d e n t E D W I N d o e s n o t f a l l w i t h i n a n y o f
t h e e x c e p t i o n s c o n t a i n e d i n t h i s p r o v i s i o n .

"...the position of manager is unique in that it presupposes the grant of broad powers with which to conduct the business of the principal." The powers
of an agent are particularly broad in the case of one acting as a general agent or manager; such a position presupposes a degree of confidence reposed and
investiture with liberal powers for the exercise of judgment and discretion in transactions and concerns which are incidental or appurtenant to the business entrusted to his care
and management. In the absence of an agreement to the contrary, a managing agent may enter into any contracts that he deems reasonably
necessary or requisite for the protection of the interests of his principal entrusted to his management. A real party in interest is one who "stands
to be benefited or injured by the judgment in the suit, or the party entitled to the avails of the suit.

LOADMASTERS VS. GLODEL

FACTS: Columbia Wire and Cable Corporation (Columbia) insured a cargo of copper cathodes through R&B Insurance Corporation (R&B).
Columbia also engaged the services of Glodel Brokerage Corporation (Glodel) for the transport of the cargo to Columbia facilities. Glodel then
engaged the services of Loadmasters Customs Services (Loadmasters) for the delivery of said cargo to Columbia. Out of 12 trucks, owned by
Loadmasters, used to deliver the cargo of Columbia, only 11 made it to their respective destinations. /span>Columbia claimed the amount of loss
from R&B, which sued both Glodel and Loadmasters. The RTC ruled in favor of R&B, but did not hold Loadmasters liable. Both R&B and
Glodelappealed the judgement. The Court of Appeals modified the decision of the RTC and ruled that Loadmasters, being the agent of Glodel, is
liable to Glodel for all the damages it might be required to pay.

ISSUES: Whether or not Loadmasters is an agent of Glodel, and whether or not it may be held liable under the transaction between Glodel and
Columbia.

HELD: Petition is partly meritorious

Civil Law: Glodel and Loadmasters are both common carriers, as they hold out their carriage services to the public. As such, under the Civil
Code, they are mandated to show extraordinary diligence in the conduct of transport. In the case at bar, both Glodel and Loadmasters were
negligent as the cargo failed to reach its destination. Loadmasters failed to ensure that its employees would not tamper with the cargo. Glodel
failed to ensure that Loadmasters is sufficiently capable of completing the delivery. Glodel and Loadmasters are therefore joint tortfeasors and
are solidarily liable to R&B Insurance.

Loadmasters cannot be considered an agent of Glodel. Loadmasters in no way represented itself as such, and in the transfer of cargo, did not
represent itself as doing such in behalf of Glodel. In fact, Loadmasters is not privy to the agreement between Glodel and Columbia. It cannot be
considered an agent of Glodel, and cannot be held liable to Glodel.

MANILA MEMORIAL VS. LINSANGAN

FACTS:

Florencia Baluyot offered Atty. Pedro L. Linsangan a lot called Garden State at the Holy Cross Memorial Park owned by petitioner (MMPCI).
According to Baluyot, a former owner of a memorial lot under Contract No. 25012 was no longer interested in acquiring the lot and had opted to
sell his rights subject to reimbursement of the amounts he already paid. The contract was for P95,000.00. Baluyot reassured Atty. Linsangan that
once reimbursement is made to the former buyer, the contract would be transferred to him. Atty. Linsangan agreed and gave Baluyot P35,295.00
representing the amount to be reimbursed to the original buyer and to complete the down payment to MMPCI. Baluyot issued handwritten and
typewritten receipts for these payments. Baluyot verbally advised Atty. Linsangan that Contract No. 28660 was cancelled for reasons the latter
could not explain, and presented to him another proposal for the purchase of an equivalent property. He refused the new proposal and insisted
that Baluyot and MMPCI honor their undertaking. For the alleged failure of MMPCI and Baluyot to conform to their agreement, Atty. Linsangan
filed a Complaint for Breach of Contract and Damages against the former. For its part, MMPCI alleged that Contract No. 28660 was cancelled
conformably with the terms of the contract because of non-payment of arrearages. MMPCI stated that Baluyot was not an agent but an
independent contractor, and as such was not authorized to represent MMPCI or to use its name except as to the extent expressly stated in the
Agency Manager Agreement.

ISSUE: Whether or not a contract of agency exists between Baluyot and MMPCI.

RULING: NO. The acts of an agent beyond the scope of his authority do not bind the principal, unless he ratifies them, expressly or impliedly.
Only the principal can ratify; the agent cannot ratify his own unauthorized acts. Moreover, the principal must have knowledge of the acts he is to
ratify. No ratification can be implied in the instant case. Atty. Linsangan failed to show that MMPCI had knowledge of the arrangement. As far
as MMPCI is concerned, the contract price was P132,250.00, as stated in the Offer to Purchase signed by Atty. Linsangan and MMPCI's
authorized officer. Likewise, this Court does not find favor in the Court of Appeals' findings that "the authority of defendant Baluyot may not
have been expressly conferred upon her; however, the same may have been derived impliedly by habit or custom which may have been an
accepted practice in their company in a long period of time." A perusal of the records of the case fails to show any indication that there was such
a habit or custom in MMPCI that allows its agents to enter into agreements for lower prices of its interment spaces, nor to assume a portion of
the purchase price of the interment spaces sold at such lower price. No evidence was ever presented to this effect.

EUROTECH VS. CUISON

FACTS:

From January to April 1995, petitioner sold to Impact Systems various products allegedly amounting to P91,338.00 pesos. Subsequently,
respondents sought to buy from petitioner one unit of sludge pump valued at P250,000.00 with respondents making a down payment of
P50,000.00. When the sludge pump arrived from the United Kingdom, petitioner refused to deliver the same to respondents without their having
fully settled their indebtedness to petitioner. Thus, on 28 June 1995, respondent EDWIN and Alberto de Jesus, general manager of petitioner,
executed a Deed of Assignment of receivables in favor of petitioner. Impact systems is owed by ERWIN Cuizon.

Despite the existence of the Deed of Assignment, respondents proceeded to collect from Toledo Power Company the amount of P365,135.29.
Alarmed by this development, petitioner made several demands upon respondents to pay their obligations. As a result, respondents were able to
make partial payments to petitioner. On 7 October 1996, petitioner's counsel sent respondents a final demand letter wherein it was stated that as
of 11 June 1996, respondents' total obligations stood at P295,000.00 excluding interests and attorney's fees. Because of respondents' failure to
abide by said final demand letter, petitioner instituted a complaint for sum of money, damages, with application for preliminary attachment
against herein respondents

By way of special and affirmative defenses, respondent EDWIN alleged that he is not a real party in interest in this case. According to him, he
was acting as mere agent of his principal, which was the Impact Systems, in his transaction with petitioner and the latter was very much aware of
this fact.

ISSUE:
Whether the act of Edwin in signing the Deed of Assignment binds his principal Impact Systems

HELD:

Yes, the act of Edwin in signing the Deed of Assignment binds Impact Systems

The Supreme Court held that in a contract of agency, a person binds himself to render some service or to do something in representation or on
behalf of another with the latter's consent. Its purpose is to extend the personality of the principal or the party for whom another acts and from
whom he or she derives the authority to act. It is said that the basis of agency is representation, that is, the agent acts for and on behalf of the
principal on matters within the scope of his authority and said acts have the same legal effect as if they were personally executed by the
principal.

In this case at hand, the parties do not dispute the existence of the agency relationship between respondents ERWIN as principal and EDWIN as
agent.

TUAZON VS. HEIRS OF RAMOS

Facts
: Respondents alleged that on certain dates, spouses Maria and Leonilo Tuazon purchased cavans of rice from their predecessor-in-interest,
Bartolome Ramos. Only a portion of the purchased cavans of rice was paid. The checks that spouses Tuazon issued for payment of the unpaid
portion were dishonored. Respondents alleged that since spouses Tuazon anticipated that they would be sued, they made fictitious sales of their
properties. For their defense, spouses Tuazon denied buying from Bartolome and that it
was his wife, Magdalena, who they bought the product from. They alleged that Maria was Magdalena’s
agent, and they argued that the real buyer of the cavans of rice was Evangeline Santos. According to them, it was Evangeline who issued the
checks and that Maria received these checks in good faith before indorsing them over to Ramos.

Issue
: Whether or not the CA erred in ruling that the petitioners are not agents of the respondents.

Held
: The petition is unmeritorious.
In a contract of agency, one binds oneself to act as the representative of another with the latter’s
authority or consent. Since the basis of agency is representation, there must be an actual intention on the part of the principal to appoint and an
intention on the part of the agent to accept the appointment and act on it. Absent such mutual intent, there is generally no agency. The
declarations of the agents alone are insufficient to establish the fact or extent of their authority. The burden to prove the existence of agency lies
on the person alleging it which in the present case, the petitioners failed to do so by their actions. The petitioners filed a suit against Evangeline
Santos for the dishonored checks on their own names. This act on their part negates their claim that they were acting as mere agents for Ramos.
If, as they claim, they were mere agents of respondent, they instead should have filed the suit on behalf of their alleged principal in accordance
with Section 2 of Rule 3 of the Rules on Civil Procedure.

YU ENG CHO VS. PAN AMERICAN WORLD AIRWAYS, INC.

FACTS: Yu Eng Cho is the owner of Young Hardware Co. and Achilles Marketing. In connection with his business, he travels from time to time
to Malaysia, Taipei and Hongkong. On July 10, 1976, petitioners bought plane tickets from Claudia Tagunicar who represented herself to be an
agent of Tourist World Services, Inc. (TWSI). The destinations are Hongkong, Tokyo, San Francisco, U.S.A., for the amount of P25,000.00. The
purpose of this trip is to go to Fairfield, New Jersey, U.S.A. to buy to 2 lines of On saidinfrared heating system processing textured plastic
article. date, only the passage from Manila to Hongkong, then to Tokyo, were confirmed. The flight from Tokyo to San Francisco was on “RQ”
status, meaning “on request”. Per instruction of Tagunicar, petitioners returned after a few days for the confirmation of the Tokyo-San Francisco
segment of the trip. After calling up Canilao of TWSI, Tagunicar told petitioners that their flight is now confirmed all the way. Thereafter, On
Julyshe attached the confirmation stickers on the plane tickets. 23, 1978, plaintiffs left for Hongkong and stayed there for 5 days. Upon their
arrival in Tokyo, they called up Pan-Am office for reconfirmation of their flight to San Francisco. Said office, however, informed them that their
names are not in the manifest. Since petitioners were supposed to leave on the 29th of July, and could not remain in Japan for more than 72
hours, they were constrained to agree to accept airline tickets for Taipei instead, per advice of Japan Air Lines officials. This is the only option
left to them because Northwest Airlines was then on strike, hence, there was no chance for the petitioners to obtain airline seats to the United
States within 72 hours. Petitioners paid for Upon reaching Taipei, there were no flights availablethese tickets. for petitioners, thus, they were
forced to return back to Manila on August 3, 1978, instead of proceeding to the United States. Japan Air Lines refunded the petitioners the
difference of the price for In view of their failure toTokyo-Taipei and Tokyo-San Francisco. reach Fairfield, New Jersey, Radiant Heat
Enterprises, Inc. cancelled Yu Eng Cho’s option to buy the two lines of infra-red heating system. The agreement was for him to inspect the
equipment and make final arrangements with the said company not later than August 7, 1978. From this business transaction, Yu Eng Cho
expected to realize a profit of Note: Tagunicar is an independent travelP300,000.00 to P400,000.00. solicitor (not an agent of Pan Am or
TWSI), for the purchase of their plane tickets. As such travel solicitor, she helps in the processing of travel papers like passport, plane tickets,
booking of passengers and some assistance at the airport. She is known to Pan-Am, TWSI/Julieta CACanilao, because she has been dealing
with them in the past years. found Tagunicar not a duly authorized agent or representative of either Pan Am or TWSI. It held that their business
transactions are not sufficient to consider Pan Am as the principal, and Tagunicar and TWSI as its agent and sub-agent, respectively. It further
held that Tagunicar was not authorized to confirm the bookings of, nor issue validation stickers to, herein petitioners and hence, Pan Am and
TWSI cannot be held responsible for her actions.

ISSUE: WON Tagunicar is a sub-agent of TWSI while TWSI is a duly authorized ticketing agent of Pan Am

HELD: By the contract of agency, a person binds himself to render someNo. service or to do something in representation or on behalf of
another, with the consent or authority of the latter. The elements of agency are: (1) consent, express or implied, of the parties to establish the
relationship; (2) the object is the execution of a juridical act in relation to a third person; (3) the agent acts as a representative and not for
himself; (4) the agent acts within the scope of his authority. It is a settled rule that persons dealing with an assumed agent are bound at their peril,
if they would hold the principal liable, to ascertain not only the fact of agency but also the nature and extent of authority, and in case either is
controverted, the burden of proof is Tagunicar testified that when she paysupon them to establish it. TWSI, she already deducts in advance her
commission and merely gives the net amount to TWSI. From all sides of the legal prism, the transaction is simply a contract of sale wherein
Tagunicar buys airline tickets from TWSI and then sells it at a premium to her clients. There is nothing in the records to show that respondent
Tagunicar has been employed by Pan Am as its agent, except the bare allegation of petitioners.
ORIENT AIR SERVICE VS. COURT OF APPEALS

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

Some of the pertinent provisions are:

Orient Air Services shall perform these services:

a. solict and promote passenger traffic for the services of American and if necessary, employ staff competen and sufficient to do so

b. provide and maintain a suitable area in its place of business to be used exclusively for the transaction of the business of American

c. arrange for distribution of American’s timetables, tariffs and promotional material to sales agents nad the general public in the assigned
territory

d. service and supervise sales agents in the assigned territory including if required by American the control of remittances and commissions
retained

e. hold out a passenger reservation facility to sales agents and general public in the assigned territory

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

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 Air’s 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

TC ruled in favor of Orient Air to which the Intermediate Appelalate Court (now CA) affirmed TC’s decision with modifications with respect to
monetary awards granted.

ISSUE: W/N Orient Air is entitled to the 3% overriding commission

RULING: Yes

It is a well settled principle that in the interpretation of a contract, the entirety thereof must be taken into consideration to ascertain the meaning
of its provisions. The various stipulations in the contract must be read together to give effect to all

The Agreement, when interpreted in accordance with the foregoing principles, entitles Orient Air to the 3% overriding commission based on
total revenue or as referred to by the parties, “total flown revenues”.

As the designated General Sales Agent of American Air, Orient Air was responsible for the promotion and marketing of American Air’s 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 second type of commissions would accrue for sales of American Air services made not on its ticket stocket but on the ticket stock of other
air carriers sold by such carriers or other authorized ticketing facilities or travel agents.

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.

BORDADOR V LUZ

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.
On several occasions, respondent Deganos, brother of Luz, received several pieces of gold and jewelry from petitioners amounting to P382, 816.
These items and their prices were indicated in seventeen receipts covering the same. 11 of the receipts stated that they were received for a certain
Aquino, a niece of Deganos, and the remaining 6 receipts indicated that they were received for Luz.

Deganos was supposed to sell the items at a profit and thereafter remit the proceeds and return the unsold items to Bordador. Deganos remitted
only the sum of P53, 207. He neither paid the balance of the sales proceeds, nor did he return any unsold item to petitioners.

The total of his unpaid account to Bordador, including interest, reached the sum of P725, 463.98. Petitioners eventually filed a complaint in the
barangay court against Deganos to recover said amount.

In the barangay proceedings, Luz, who was not impleaded in the caes, appeared as a witness for Deganos and ultimately, she and her husband,
together with Deganos signed a compromise agreement with petitioners.

In that compromise agreement, Deganos obligated himself to pay petitioners, on installment basis , the balance of his account plus interest
thereon. However, he failed to comply with his aforestated undertakings.

Petitioners instituted a complaint for recovery of sum of money and damages, with an application for preliminary attachment against Deganos
and Luz.

Deganos and Luz was also charged with estafa

During the trial of the civil cae, petitioners claimed that Deganos acted as agent of Luz when received the subject items of jewelry, and because
he failed to pay for the same, Luz, as principal, and her spouse are solidarily liable with him

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.

CA affirmed TC’s decision

ISSUE:

W/N Luz are liable to petitioners for the latter’s claim for money and damages in the sum of P725,463.98, plus interests and attorney’s 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.

The basis for agency is representation. Here, there is no showing that Luz consented to the acts of Deganos or authorized him to act on her
behalf, much less with respect to the particular transactions involved.

It was grossly and inexcusably negligent of petitioner to entrust to Deganos, not once or twice but on at least six occasions as evidenced by 6
receipts, several pieces of jewelry of substantial value without requiring a written authorization from his alleged principal.

A person dealing with an agent is put upon inquiry and must discover upon his peril the authority of the agent.

Records show that neither an express nor an implied agency was proven to have existed between Deganos and Luz. Evidently, Bordador who
were negligent in their transactions with Deganos cannot seek relief from the effects of their negligence by conjuring a supposed agency relation
between the two respondents where no evidence supports such claim

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

De La Pena y de Ramon, as the judicial administrator of the estate of the deceased De la Pena y Gomiz, with the consent of the court filed a
second amended complaint prosecuting his action solely against Frederico Hidalgo

CFI ruled in favor of plainiff-administrator for the sum of P13, 606.19 and legal interest from the date of the filing of the complaint and the costs
of the trial.
De la Pena y Ramon filed a third amended complaint with the permission of the court alleging, among other things, as a first cause of action,
when Frederico Hidalgo had possession of and administered the following properties to wit, 1 house and lot; at Calle San Luis; another house
and lot at Calle Cortada; another house and lot at Calle San Luis, and a fenced lot on the same street, all of the district of Ermita, and another
house and lot at Calle Looban de Paco, belonging to his principal, De la Pena y Gomiz, according to the power of attorey executed in his favor

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 himself in the general treasury
of the Spanish Government at an interest of 5% per annum, which interest on accrual was likewise to be deposited in order that it also might bear
interest; that Hidalgo did not remit or pay to Gomiz, during his lifetime, nor to any representative of the said Gomiz, the sum aforestated nor any
part thereof with the sole exception of P1,289.03, nor has he deposited the unpaid balance of said sum in the treasury, according to agreement,
wherefore he has become liable to his principal and to the administrator for the said sum, together with its interest amounting to P72,548.24

The court ruled in favor of De la Pena and said that Hidalgo, as administrator of the estate of deceased Gomiz, actually owed De la Pena

ISSUE: W/N Hidalgo is considered an agent of Gomiz and as such must reimburse present administrator, De la Pena

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.

After Hidalgo occupied the position of agent and administrator of De la Pena y Gomiz’s property for several years, the former wrote to the latter
requesting him to designate a person who might substitute him in his said position in the event of his being obliged to absent himself from these
Islannds

From the procedure followed by the agent, Hidalgo, it is logically inferred that he had definitely renounced his agency and that the agency was
duly terminated according to the provisions of art 1782

Although the word “Renounce” was not employed in connection with the agency executed in his favor, yet when the agent informs his principal
that for reasons of health and by medical advice he is about to depart from the place where he is exercising his trust and where the property
subject to his administration is situated, abandons the property, turns it over to a third party, and transmits to his principal a general statement
which summarizes and embraces all the balances of his accounts since he began to exercise his agency to the date when he ceased to hold his
trust, it then reasonable and just to conclude that the said agent expressly and definitely renounced his agency.

VICTORIA’S MILLING VS. CA

FACTS:
St. Therese Merchandising (STM) regularly bought sugar from Victorias Milling Co (VMC). In the course of their dealings, VMC issued
several Shipping List/Delivery Receipts (SLDRs) to STM as proof of purchases. Among these was SLDR No. 1214M. SLDR No. 1214M, dated
October 16, 1989, covers 25,000 bags of sugar. Each bag contained 50 kg and priced at P638.00 per bag. The transaction covered was a “direct
sale”.
On October 25, 1989, STM sold to private respondent Consolidated Sugar Corporation (CSC) its rights in the same SLDR for
P14,750,000.00. CSC issued checks in payment. That same day, CSC wrote petitioner that it had been authorized by STM to withdraw the sugar
covered by the said SLDR. Enclosed in the letter were a copy of SLDR No. 1214M and a letter of authority from STM authorizing CSC to
“withdraw for and in our behalf the refined sugar covered by the SLDR” On Oct. 27, 1989, STM issued checks to VMC as payment for
50,000 bags, covering SLDR No. 1214M. CSC surrendered the SLDR No. 1214M and to VMC’s NAWACO Warehouse and was allowed to
withdraw sugar. But only 2,000 bags had been released because VMC refused to release the other 23,000 bags.

Therefore, CSC informed VMC that SLDR No. 1214M had been “sold and endorsed” to it. But VMC replied that it could not allow any
further withdrawals of sugar against SLDR No. 1214M because STM had already withdrawn all the sugar covered by the cleared checks. VMC
also claimed that CSC was only representing itself as STM’s agent as it had withdrawn the 2,000 bags against SLDR No. 1214M “for and in
behalf” of STM. Hence, CSC filed a complaint for specific performance against Teresita Ng Sy (doing business under STM's name) and VMC.
However, the suit against Sy was discontinued because later became a witness. RTC ruled in favor of CSC and ordered VMC to deliver the
23,000 bags left. CA concurred. Hence this appeal.

ISSUES:
W/N CA erred in not ruling that CSC was an agent of STM and hence, estopped to sue upon SLDR No. 1214M as assignee.

HELD:
NO. CSC was not an agent of STM. VMC heavily relies on STM’s letter of authority that said CSC is authorized to withdraw sugar “for and in
our behalf”. It is clear from Art. 1868 that the: basis of agency is representation. On the part of the principal, there must be an actual
intention to appoint or an intention naturally inferable from his words or actions, and on the part of the agent, there must be an
intention to accept the appointment and act on it, and in the absence of such intent, there is generally NO agency. One factor, which most
clearly distinguishes agency from other legal concepts, is control; one person – the agent – agrees to act under the control or direction of another
– the principal. Indeed, the very word “agency” has come to connote control by the principal. The control factor, more than any other, has caused
the courts to put contracts between principal and agent in a separate category. Where the relation of agency is dependent upon the acts of the
parties, the law makes no presumption of agency and it is always a fact to be proved, with the burden of proof resting upon the persons alleging
the agency, to show not only the fact of its existence but also its nature and extent. It appears that CSC was a buyer and not an agent of STM.
CSC was not subject to STM’s control. The terms “for and in our behalf” should not be eyed as pointing to the existence of an agency relation.
Whether or not a contract is one of sale or agency depends on the intention of the parties as gathered from the whole scope and effect of
the language employed. Ultimately, what is decisive is the intention of the parties. (In fact, CSC even informed VMC that the SLDR was
sold and endorsed to it.)
Agency distinguished from sale.

In an agency to sell, the agent, in dealing with the thing received, is bound to act according to the instructions of his principal, while in a sale, the
buyer can deal with the thing as he pleases, being the owner. The elementary notion of sale is the transfer of title to a thing from one to another,
while the essence of agency involves the idea of an appointment of one to act for another. Agency is a relationship which often results in a sale,
but the sale is a subsequent step in the transaction. (Teller, op. cit., p. 26; see Commissioner of Internal Revenue vs. Manila Machinery & Supply
Co., 135 SCRA 8 [1985].) An authorization given to another containing the phrase “for and in our behalf’’ does not necessarily establish an
agency, as ultimately what is decisive is the intention of the parties. Thus, the use of the words “sold and endorsed’’ may mean that the parties
intended a contract of sale, and not a contract of agency.

DOMINION INSURANCE VS. COURT OF APPEALS

FACTS:

Rodolfo Guevarra (Guevarra) filed a civil case for sum of money against Dominion Insurance Corp. (Dominion) for the amount advanced by
Guevarra in his capacity as manager of defendant to satisfy certain claims filed by defendant’s client. The pre-trial was always postponed, and
during one of the pre-trial conference dominion failed to arrive therefore the court declared them to be in default. Dominion filed several
Motions to Lift Order of Default but was always denied by the court. The RTC rendered its decision making Dominion liable to repay Guevarra
for the sum advanced and other damages and fees. Dominion appealed but CA affirmed the decision of RTC and denied the appeal of Dominion.

ISSUE:

(a) W/N Guevarra acted within his authority as agent of petitioner.

(b) W/N Guevarra must be reimbursed for the amount advanced.

HELD:

(a) NO. Even though the contact entered into by Guevarra and Dominion was with the word “special” the contents of the document was actually
a general agency. A general power permits the agent to do all acts for which the law does not require a special power and the contents in the
document did not require a special power of attorney.

Art 1878 of the civil code provides instances when a special power of attorney is required.:

1) To make such payment as are not usually considered as acts of administration.

15) any other act of dominion

The payment of claims is not an act of administration which requires a special power of attorney before Guevarra could settle the insurance
claims of the insured.

Also Guevarra was instructed that the payment for the insured must come from the revolving fund or collection in his possession, Gueverra
should not have paid the insured through his own capacity. Under 1918 of civil code an agent who acted in contravention of the principal’s
instruction the principal will not be liable for the expenses incurred by the agent.

(b) YES. Even if the law on agency prohibits Gueverra from obtaining reimbursement his right to recover may be justified under the article 1236
of the civil code.[1] Thus Guevarra must be reimbursed but only to the extent that Dominion has benefited without interest or demand for
damages.

DE LA CRUZ V NORTHERN THEATRIAL ENTERPRISES

FACTS:

The Northern Theatrical Enterprises, a domestic corporation opearated a movie house in Laoag, Ilocos Norte and among the persons employed
by it was plaintiff De La Cruz, hired as special guard whose duties were to guard the main entrance of the cine, to maintain peace and order and
to report the commission of disorder within the premises

As such guard, he carried a revolver. One Benjamin Martin wanted to crash the gate or entrance of the movie house. Infuriated by the refusal of
plaintiff to let him in without first providing himself with a ticket, Martin attacked him with a bolo. Plaintiff defended himself until he was
cornered, at which moment to save himself, he shot gate crasher resulting in latter’s death

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. CFI rejected plaintiff’s
theory that he was an agent of the company and that he had no cause of action and dismissed the complaint

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

RULING: No, Plaintiff is mere employee

The relationship between the movie corporation and plaintiff was not that of principal and agent because the principle of representation as a
characteristic of agency was in no way involved.

Plaintiff was not employed to represent corporation in its dealings with 3 rd parties

Plaintiff is a mere employee hired to perform a certain specific duty or task, that of acting as a special guard and staying at the main entrance of
the movie house to stop gate crashers and to maintain peace and order within the premises.

Sub issue (relevant to Agency): W/N an employee or servant who in line of duty and while in the performance of the task assigned to him,
performs an act which eventually results in his incurring in expenses caused not directly by his master or employer or by reason of his
performance of his duty, but rather by a 3rd party or stranger not in the employ of his employer may recover said damages against his employer

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.

If the employer is not legally obliged to give legal assistance to employee and provide him with a lawyer, naturally said employee may not
recover the amount he may have paid a lawyer hired by him.

Damages suffered by plaintiff by reason of expenses incurred by him in remunerating his lawyer is not caused by his act of shooting to death the
gate crasher but rather by filing the charge of homicide which made it necessary for him to defend himself with the aid of counsel.

Had no criminal charge against him, there would have been no expenses incurred or damages suffered.
RALLOS V YANGCO

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.

It appears, however, that prior to the sending of said tobacco Yangco had severed his relations with Collantes and that the latter was no longer
acting as his factor. This fact was not known to Rallos; and it is conceded in the case that no notice of any kind was given by Yangco of the
termination of the relations between Yangco and his agent, Collantes. 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.

ISSUE: W/N Collantes is an agent of Yangco. If so, Yangco as principal must refund to Rallos the said sum brought by the sale of the produce

RULING: Yes

Yangco, as principal is liable. Having advertised the fact that Collantes was his agent and having given special notice to Rallos of that fact, and
having given them a special invitation to deal with such agent, it was the duty of Yangco on the termination of the relationship of the principal
and agent to give due and timely notice thereof to Rallos. Failing to do so, he is responsible to them for whatever goods may been in good faith
and without negligence sent to the agent without knowledge, actual or constructive, of the termination of such relationship

B. H. MACKE ET AL V JOSE CAMPS

FACTS:

B. H. Macke and W.H. Chandler, partners doing business under thee firm name of Macke, Chandler And Company, allege that during the months
of February and March 1905, they sold to Jose Camps and delivered at his place of business, known as the :Washington Café,” various bills of
goods amounting to P351.50; that Camps has only paid on account of said goods the sum of P174; that there is still due them on account of said
goods the sum of P177.50. 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 Café; 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 Café
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. A written contract was introduced as
evidence, from which it appears that one Galmes, the former of “Washington Café” subrented the building wherein the business was conducted,
to Camps for 1 year for the purpose of carrying on that business, Camps obligating himself not to sublet or subrent the building or the business
without the consent of the said Galmes.

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.

ISSUE: W/N Ricardol Flores was the agent of Camps

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 Café
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.

Agency by Estoppel --- One who clothes another with apparent authority as his agent, and holds him out to the public as such, can not be
permitted to deny the authority of such person to act as his agent, to the prejudice of innocent third persons dealing with such person in good
faith and in the honest belief that he is what he appears to be.

Estoppel---- “Whenever a party has, by his own declaration, act or omission, intentionally and deliberately led another to believe a particular
thing true, and to act upon such belief, he can not, in any litigation arising out of such declaration, act, or omission be permitted to falsify; and
unless the contrary appears, the authority of the agent must be presumed to include all the necessary and usual means of carrying his agency into
effect.
BUASON AND REYES VS. PANUYAS

Facts:In their lifetime the spouses Buenaventura Dayao and Eugenia Vega acquired by homestead patent aparcel of land situated at barrio
Gabaldon containing an area of 14.8413 hectares.On 29 October 1930 they executed a power of attorney authorizing Eustaquio Bayuga to
engage the services of an attorney to prosecute their case against Leonardo Gambito for annulment of acontract of sale of the parcel of land and
after the termination of the case in their favor to sell it,and from theproceeds of the sale to deduct whatever expenses he had incurred in the
litigation.On 14 March 1934 Buenaventura Dayao died leaving his wife Eugenia Vega and children Pablo,Teodoro,Fortunata and Juliana, all
surnamed Dayao.On 21 march 1939 his four children executed a deed of sale conveying 12.8413 hectares of theparcel of land to the appellants,
the spouses Manuel Buason and Lolita M. Reyes. Their motherEugenia Vega affixed her thumbmark to the deed of sale as witness. The
appellants tookpossession of the parcel of land through their tenants in 1939.On 18 July 1944 Eustaquio Bayuga sold 8 hectares of the same
parcel of land to the spousesMarianoPanuyas (appellee herein) and Sotera B. Cruz. Eustaquio Bayuga died on 25 March 1946and EugeniaVega
in 1954.The appellants and the appellee claim ownership to the same parcel of land.

Issue:W/N the sale of 8 hectares of the parcel of land by the agent to the appellee Mariano Panuyasand hiswife Sotera B. Cruz was valid.

Held:Yes. The principle that the death of the principal ended the authority of the agent was not
applicable in this case because it has not been shown that the agent knew of his principal’s
demise, thus Article 1931 of the new Civil Code applies, which provides:Anything done by the agent, without knowledge of the death of the
principal or of anyother cause whichextinguishes the agency, is valid and shall be fully effective withrespect to third persons who may
havecontracted with him in good faith is the lawapplicable to the point raised by the appellants

VALERA VS. VELASCO

Doctrine:

The filing of a complaint by an agent against his principal for the collection of a balance in his favor resulting from the liquidation of the agency
accounts between them, and his rendering of a final account of his operations, are equivalent to an express renunciation of the agency and
terminates the juridical relation between them.

FACTS:

This is an appeal taken by Federico Valera from the judgment of the Court of First Instance of Manila dismissing his complaint against Miguel
Velasco, on the ground that he has not satisfactorily proven his right of action.

By virtue of the powers of attorney, Exhibits X and Z, executed by the plaintiff on April 11, 1919, and on August 8, 1922, the defendant was
appointed attorney-in-fact of the said plaintiff with authority to manage his property in the Philippines, consisting of the usufruct of a real
property located of Echague Street, City of Manila.

The defendant accepted both powers of attorney, managed plaintiff's property, reported his operations, and rendered accounts of his
administration; and on March 31, 1923 presented exhibit F to plaintiff, which is the final account of his administration for said month, wherein it
appears that there is a balance of P3,058.33 in favor of the plaintiff.

The liquidation of accounts revealed that the plaintiff owed the defendant P1,100,and as misunderstanding arose between them, the defendant
brought suit against the plaintiff,civil case No. 23447 of this court. Judgment was rendered in his favor on March 28, 1923, and after the writ of
execution was issued, the sheriff levied upon the plaintiff's right of usufruct, sold it at public auction and adjudicated it to the defendant in
payment of all of his claim.

Subsequently, on May 11, 1923, the plaintiff sold his right of redemption to one Eduardo Hernandez, for the sum of P200 (Exhibit A). On
September 4, 1923, this purchaser conveyed the same right of redemption, for the sum of P200, to the plaintiff himself, Federico Valera (Exhibit
C).

After the plaintiff had recovered his right of redemption, one Salvador Vallejo, who had an execution upon a judgment against the plaintiff
rendered in a civil case against the latter, levied upon said right of redemption, which was sold by the sheriff at public auction to Salvador
Vallejo for P250 and was definitely adjudicated to him. Later, he transferred said right of redemption to the defendant Velasco. This is how the
title to the right of usufruct to the aforementioned property later came to vest the said defendant.

ISSUE:

Whether the lower court erred in holding that one of the ways of terminating an agency is by the express or tacit renunciation of the agent; and
that the institution of a civil action and the execution of the judgment obtained by the agent against his principal is but renunciation of the
powers conferred on the agent;

RULING:

The lower court did not err. 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 a final account of his operations, is equivalent to an
express renunciation of the agency, and terminates the juridical relation between them. Article 1732 of the Civil Code reads as follows: Art.
1732. Agency is terminated: 1. By revocation; 2. By the withdrawal of the agent; 3. By the death, interdiction, bankruptcy, or insolvency of the
principal or of the agent. And article 1736 of the same Code provides that: Art. 1736. An agent may withdraw from the agency by giving notice
to the principal. Should the latter suffer any damage through the withdrawal, the agent must indemnify him therefore, unless the agent's reason
for his withdrawal 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, as a result of the
liquidation of the accounts between them arising from the collections by virtue of the former's usufructuary right, who was the principal, made
by the latter as his agent, and the fact that the said defendant brought suit against the said principal on March 28, 1928 for the payment of said
balance, 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, Federico Valera could not have understood otherwise than that Miguel Velasco 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.

The defendant-appellee Miguel Velasco in adopting a hostile attitude towards his principal suing him for the collection of the balance in his
favor, resulting from the liquidation of the agency accounts, ceased ipso facto to be the agent of the plaintiff-appellant, 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.

The defendant-appellee, Miguel Velasco, having acquired Federico Valera's 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 Valera, the latter lost all
right to said usufruct.

The disagreements between an agent and his principal with respect to the agency, and the filing of a civil action by the former against the latter
for the collection of the balance in favor of the agent, resulting from a liquidation of the agency accounts, are facts showing a rupture of
relations, and the complaint is equivalent to an express renunciation of the agency, and is more expressive than if the agent had merely said, "I
renounce the agency."

INFANTE VS. CUNANAN

Facts:

Infante was the owner of the land with a house built on it. Cunanan and Mijares were contracted to sell the property from which they would
receive commission. Noche agreed to purchase the lot but Infante informed C & M about her change of mind to sell the lot and had them sign a
document stating that their authority to sell was already cancelled. Subsequently, Infante sold the lot & house to Noche. Defendants herein
demanded for their commission. RTC ordered Infante to pay commission. CA affirmed.

Issue:Whether or not petitioner was duty bound to pay commission notwithstanding that authority to sell has been cancelled.

Ruling: A principal may withdraw the authority given to an agent at will. But respondents agreed to cancel the authority given to them upon
assurance by petitioner that should property be sold to Noche, they would be given commission.

That petitioner had changed her mind even if respondents had found a buyer who was willing to close the deal, is a matter that would give rise to
a legal consequence if respondents agree to call off to transaction in deference to the request of the petitioner. Petitioner took advantage of the
services of respondents, but believing that she could evade payment of their commission, she made use of a ruse by inducing them to sign the
deed of cancellation. This act of subversion cannot be sanctioned and cannot serve as basis for petitioner to escape payment of the commissions
agreed upon.