UY vs CA

G.R. No. 120465 September 9, 1999 314 SCRA 69

FACTS:
Petitioners William Uy and Rodel Roxas are agents authorized to sell 8 parcels of
land.
Petitioners offered to sell the land to NHA for a housing project. On February 14,
1989, NHA passed a resolution approving the acquisition of said lands, and pursuant
to this the parties executed Deeds of Absolute Sale. However, only 5 out of 8 lands
were paid for by NHA because of a report from DENR that the remaining area is
located at an active landslide area and are therefore not conducive for housing.
On November 22, 1991, NHA issued a resolution canceling the sale of the remaining
lands and offered P1.225 million to the landowners as daos perjuicios.
On March 9, 1992, petitioners filed a complaint for damages against NHA and its
general manager Robert Balao.
RTC ruling: declared the cancellation to be justified, but awarded the amount
offered by NHA.
Court of Appeals ruling: affirmed the decision, but deleted the award. The appellate
court noted that petitioners were mere attorneys-in-fact and, therefore, not
the real parties-in-interest in the action before the trial court.

ISSUE:
Whether or not the petitioners are real parties in interest.

HELD:
Petitioners claim that they lodged the complaint not in behalf of their
principals but in their own name as agents directly damaged by the
termination of the contract. Petitioners in this case purportedly brought the
action for damages in their own name and in their own behalf. An action shall
be prosecuted in the name of the party who, by the substantive law, has the
right sought to be enforced.
Petitioners are not parties to the contract of sale between their principals
and NHA. They are mere agents of the owners of the land subject of the sale.
As agents, they only render some service or do something in representation
or on behalf of their principals. The rendering of such service did not make
them parties to the contracts of sale executed in behalf of the latter. Since a
contract may be violated only by the parties thereto as against each other,
the real parties-in-interest, either as plaintiff or defendant, in an action upon
that contract must, generally, either be parties to said contract. Petitioners
have not shown that they are assignees of their principals to the subject
contracts. While they alleged that they made advances and that they suffered
loss of commissions, they have not established any agreement granting them
"the right to receive payment and out of the proceeds to reimburse
[themselves] for advances and commissions before turning the balance over
to the principal[s]."
WHEREFORE, the instant petition is hereby DENIED.


PPC vs PRIMATERIA (PHILS), INC.
G.R. No. L-17160 November 29, 1965 15 SCRA 301

FACTS:
Defendant Primateria Societe Anonyme Pour Le Commerce Exterieur (Primateria
Zurich) was engaged in "Transactions in international trade with agricultural
products, particularly in oils, fats and oil-seeds and related products."
Primateria Zurich, through defendant Alexander B. Baylin, entered into an
agreement with plaintiff Philippine Products Company, whereby the latter undertook to
buy copra in the Philippines for the account of Primateria Zurich;
The contract was renewed by mutual agreement. During such period, plaintiff
caused the shipment of copra to foreign countries, pursuant to instructions from
defendant Primateria Zurich, thru Primateria (Phil.) Inc. acting by defendant
Alexander G. Baylin and Jose M.Crame, officers of said corporation;
As a result, the total amount due to the plaintiff was P33,009.71, which brought this
suit for recovery of the aforementioned sum;
It was undisputed that Alexander G. Baylin and Primateria Philippines acted as the
duly authorized agents of Primateria Zurich in the Philippines. As far as the record
discloses, Baylin acted indiscriminately in these transactions in the dual capacities of
agent of the Zurich firm and executive vice-president of Primateria Philippines,
which also acted as agent of Primateria Zurich. Also, Primateria Zurich had no license
to transact business in the Philippines.
CFI MANILA ruling: Defendant Primateria Zurich liable to the plaintiff for the sums of
P31,009.71, with legal interest from the date of the filing of the complaint, and P2,000.00 as
and for attorney's fees; and absolving defendants Primateria (Phil.), Inc., Alexander
G. Baylin, and Jose M. Crame from any and all liability.
PLAINTIFFS APPEAL: that Primateria Zurich is a foreign corporation within the
meaning of Sections 68 and 69 of the Corporation Law, and since it has transacted
business in the Philippines without the necessary license, its agents here are
personally liable for contracts made in its behalf. Plaintiff also alleges that the
appellees as agents of Primateria Zurich are liable to it under Art. 1897 of the New
Civil Code;

ISSUE:
Whether or not the agents may be held personally liable on contracts made in the
name of the entity with third persons in the Philippines.

HELD:
At any rate, the plaintiff could never recover from both the principal (Primateria
Zurich) and its agents. It has been given judgment against the principal for the whole
amount. It asked for such judgment, and did not appeal from it. It clearly stated that
its appeal concerned the other three defendants.
There is no proof that, as agents, private respondents exceeded the limits of their
authority.
In fact, the principalPrimateria Zurichwho should be the one to raise the point,
never raised it, denied its liability on the ground of excess of authority.
At any rate, article 1897 does not hold that in cases of excess of authority, both the
agent and the principal are liable to the other contracting party.
IN VIEW OF THE FOREGOING CONSIDERATIONS, the appealed judgment is affirmed,
with costs against appellant.
COMPANIA MARITIMA vs LIMSON
G.R. No. L-27134 February 28, 1986 141 SCRA 407

FACTS:
Compania filed a complaint against Limson for collection of the sum of P44,701.54, which is
the unpaid accounts for passage and freight on shipment of hogs, cattle and carabaos abroad
Companias vessel.
Limson denied liability claiming that he was not the shipper nor had he authorized said
shipments. He further set up a counterclaim for the refund of the rebate he was entitled to
pursuant to their agreement.
The Court appointed a commissioner to examine the accounts involved before proceeding
with the hearing.
The Report indicated that Limsons claim amounted to P676,416.05, and Companias claim to
P545,394.24. Companias claim was based among others on several bills signed by one
Perry with Limson as the shipper and consignee, and some for others as shippers and
consignee.
CFI ruling: held that defendant was liable for the bills of lading without originals involving a
total of P166,867.26 but liable on the bills of lading which had not been signed by him or his
authorized representative. The Court sustained defendant's claim that "Perry" was not his
authorized representative. Thus the lower Court rendered judgment sentencing plaintiff to
pay defendant the sum of P441,339.01 with interest thereon at the legal rate from the date
of the filing of the counterclaim plus P5,000.00 as attorney's fees;
CFI ruled that Perry was not Limsons authorized representative. Thus, he was not liable for
the bills of lading not signed by him or his authorized representatives.
Both plaintiff and defendant appealed to the Supreme Court;

ISSUE:
Whether or not the bills of lading signed by Perry be accepted as made on behalf of the shipper.

HELD:
A shipper may be held liable for freightage on bills of lading signed by another person where
the shipper appears as shipper or consignee, bills of lading where persons other than Limson
appear as shipper, and bills of lading not signed by the shipper where the testimonial
evidence shows that the goods shipped actually belong to him as the shipper;
As regards the controverted bills of lading signed by "Perry" with Limson as shipper or
consignee, a witness testified that the signatures therein are those of Cipriano Magtibay alias
"Perry" who took delivery of the cargoes stated therein after signing the delivery receipts. He
was known to be the regular representative of Limson;
With respect to the unsigned bills of lading, delivery receipts were issued upon delivery of
the shipments. Witnesses testified that the ordinary procedure at Compania's terminal office
was to require the surrender of the original bill of lading, but when the bill of lading cannot
be surrendered because it had not arrived or received by the consignee or assignee,
the delivery of the cargo was authorized just the same, and the delivery receipt was
prepared based on the ship's cargo manifests or ship's copy of the bill of lading. This
accommodation was specially given Limson, because defendant was a regular shipper and
ship chandler of plaintiff, and was a compadre of Cabling.
Regarding the controverted bills of lading in the name of other persons as shippers or
consignees and signed by Perry, it was established that said bills of lading were for cattle and
hogs-purchased by the defendant from his "viajeros" in Manila which were delivered to and
received by Limson
WHEREFORE, the decision of the Court a quo is hereby MODIFIED and judgment rendered
against plaintiff on defendant's counterclaim for the amount of P61,260.69. In other
respects, the appealed decision is hereby AFFIRMED.

CMS LOGGING vs CA
G.R. No. L-41420 July 10, 1992 211 SCRA 374

FACTS:
Petitioner CMS is a forest concessionaire engaged in the logging business, while
private respondent DRACOR is engaged in the business of exporting and selling logs
and lumber. On August 28, 1957, CMS and DRACOR entered into a contract of
agency whereby the former appointed the latter as its exclusive export and sales
agent for all logs that the former may produce, for a period of five (5) years.
About six months prior to the expiration of the agreement, while on a trip to Tokyo,
Japan, CMS's president and general manager and legal counsel, discovered that
DRACOR had used Shinko Trading Co., Ltd. (Shinko for brevity) as agent,
representative or liaison officer in selling CMS's logs in Japan for which Shinko
earned a commission of U.S. $1.00 per 1,000 board feet from the buyer of the logs.
Under this arrangement, Shinko was able to collect a total of U.S. $77,264.67.
CMS claimed that this commission paid to Shinko was in violation of the agreement
and that it (CMS) is entitled to this amount as part of the proceeds of the sale of the
logs. CMS contended that since DRACOR had been paid the 5% commission under
the agreement, it is no longer entitled to the additional commission paid to Shinko
as this tantamount to DRACOR receiving double compensation for the services it
rendered.
After this discovery, CMS sold and shipped logs valued at U.S.$739,321.13 or
P2,883,351.90, directly to several firms in Japan without the aid or intervention of
DRACOR.
CMS sued DRACOR for the commission received by Shinko and for moral and
exemplary damages, while DRACOR counterclaimed for its commission, amounting
to P144,167.59, from the sales made by CMS of logs to Japanese firms. In its reply,
CMS averred as a defense to the counterclaim that DRACOR had retained the sum of
P101,167.59 as part of its commission for the sales made by CMS. Thus, as its
counterclaim to DRACOR's counterclaim, CMS demanded DRACOR return
theamount it unlawfully retained. DRACOR later filed an amended counterclaim,
alleging that the balance of its commission on the sales made by CMS was
P42,630.82, thus impliedly admitting thatit retained the amount alleged by CMS.
RTC ruling: dismissed the complaint. No evidence was presented to show that
Shinko received the commission of U.S. $77,264.67 arising from the sale of CMS's
logs in Japan, though the trial court stated that "Shinko was able to collect the total
amount of$77,264.67 US Dollars.
CA ruling: Affirmed RTC decision.
Petition for review on certiorari filed before the SC.

ISSUE:
Whether or not DRACOR is entitled to a commission for the sales made by CMS
directly to Japanese firms.

HELD:
The principal may revoke a contract of agency at will, and such revocation may be
express, or implied, and may be availed of even if the period fixed in the contract of
agency as not yet expired. As the principal has this absolute right to revoke the
agency, the agent cannot object thereto; neither may he claim damages arising from
such revocation, unless it is shown that such was done in order to evade the
payment of agent's commission.
Since the contract of agency was revoked by CMS when it sold its logs to Japanese
firms without the intervention of DRACOR, the latter is no longer entitled to its
commission from the proceeds of such sale and is not entitled to retain whatever
moneys it may have received as its commission for said transactions. Neither would
DRACOR be entitled to collect damages from CMS, since damages are generally not
awarded to the agent for the revocation of the agency, and the case at bar is not
one falling under the exception mentioned, which is to evade the payment of the
agent's commission.
We affirm the ruling of the Court of Appeals that there is no evidence to support
CMS's contention that Shinko earned a separate commission of U.S. $1.00 for every
1,000 board feet of logs from the buyer of CMS's logs. However, We reverse the
ruling of the Court of Appeals with regard to DRACOR's right to retain the amount of
P101,536.77 as part of its commission from the sale of logs by CMS, and hold that
DRACOR has no right to its commission. Consequently, DRACOR is hereby ordered to
remit to CMS the amount of P101,536.77.



ASCENAS vs SISON
GR L-17011 August 30, 1963 8 SCRA 711

FACTS:
In September, 1956, Angela Sison executed a promissory note, promising to pay Emma S.
Acenas the sum of P8,160 in 26 installments. The note provided that failure to pay two
consecutive installments would make the balance due and demandable;
Mrs. Sison was able to pay up to August 31, 1957 only. Upon her failure to pay the balance of
the note, alleged to be in the sum of P8,391.60, she was sued. Her husband, Teofilo Sison,
was joined as a defendant pursuant to Article 113 of the Civil Code;
Mr. Sison denied liability on the ground that he had not signed the promissory note;
On the day of the hearing, counsel for defendants moved for the postponement of the
hearing due to the absence of his clients but was objected by the counsel of the plaintiffs;
the CFI indicated to the defendant's counsel that there was no defense on the part of the
defendants in this case, and that it would be for the best interest of the latter if the case is
terminated by way of judgment on the pleadings or confession of judgment, counsel for
defendants offered no objection and asked that confession of judgment by the defendants
may be entered in this case;
a motion for confession of judgment under the terms and conditions agreed upon was
granted by the lower court;
CFI of Rizal ruling: defendants, jointly and severally, to pay to plaintiffs the sum of P8,391.60,
with interest at the rate of 1% per month from November 1, 1959 until fully paid for: by
ordering the same defendants, jointly and severally, to pay to plaintiffs the additional sum of
P500.00 by way of attorney's fees; and for the defendants to pay the costs. This decision,
however, is subject to the condition that the corresponding writ of execution should not be
issued until June 30, 1960, as agreed upon by the parties herein;
Defendants appealed directly to the Supreme Court;
Appellant Teofilo Sison contends that his lawyer agreed to a judgment on the pleadings but
not to a confession of judgment; that he never authorized his lawyer to confess judgment for
him and that at any rate he was not liable on the note of his wife;

ISSUE:
Whether or not the husband is solidarily liable on the note of his wife by virtue of
the confession of judgment made by their counsel on their behalf.

HELD:
The records do not show that Atty. Sison had authority to confess judgment.
In Natividad v. Natividad, 51 Phil. 613, and Anduiza v. Quirona, G.R. No. L-5073, May
20, 1953, We held that the compromise of causes and confession of judgments
appear to stand upon the same footing and that since the compromise may not be
effected by counsel without special authority,1 so may not an agreement to permit
judgment to be entered against his client be authorized except with the knowledge
and at the instance of the client. Such judgment may be set aside or reopened.
We hold therefore that it was error for the trial court to accept the confession made
by counsel without ascertaining his authority to do so, at least with respect to
Teofilo Sison. With respect to Angela Sison, however, the judgment will be
maintained, there being no claim in this appeal that the confession of judgment
made in her behalf was unauthorized.
WHEREFORE, the decision dated March 7, 1960 of the lower court is modified in the
sense that defendant Teofilo Sison is not liable and that defendant Angela Sison
alone is liable to the plaintiffs for the amount adjudged in the decision. No costs.