Assignment 26 August 2015

Nielson & Co., Inc vs. Lepanto Consolidated Mining Co.

Facts: Operating agreement between Nielson and Co., Inc and Lepanto Consolidated Mining
Company, whereby the former operated and managed the latters mining property.
Contract was entered into on Jan. 30, 1937, for five years, with an option to renew for the same
term on the same basis. Contract was renewed in 1941.
Dec. 1941 WW II
Jan. 1942 mining operations ceased.
Feb. 1942 mills, plants and other property were destroyed and occupied by the Japanese Army.
1945 Japanese forces are ousted and parties regain control of the property.
1945 disagreement between Nielson and Lepanto as to w/n contract is to expire in 1947.
June 26, 1948 mining operations officially resumed under Lepanto.
Terms of the contract: Both parties to this agreement fully recognize that the terms of this
Agreement are made possible only because of the faith or confidence that the Officials of each
company have in the other; therefore, in order to assure that such confidence and faith shall abide
and continue, NIELSON agrees that LEPANTO may cancel this Agreement at any time upon
ninety (90) days written notice, in the event that NIELSON for any reason whatsoever, except
force majeure, strike and other causes beyond its control, shall cease to prosecute the operation
and development of the properties herein described, in good faith and in accordance with
approved mining practice.
Nielson contends that the contract was suspended and should be extended.
Lepanto contends that the contract expired in 1947 and that period of suspension did not extend
the contract.
The Court of First Instance (CFI) in Manila held for the defendant, Lepanto.
Nielsen appealed to the Supreme Court (SC) and the SC reversed the decision of the CFI; It held
that the contract was suspended until Jan. 26, 1948, when mining operations resumed.
Lepanto seeks for motion for reconsideration based on the ff grounds:
1. That the contract entered into was a contract of agency which was effectively revoked and
terminated in 1945;
2. That the court erred in holding that the period of suspension extended the life of the
management contract.
3. The court erred in reversing the ruling of the trial judge that the management agreement was
only suspended but not extended on account of the war.
4. The court erred in reversing the finding of the trial judge that Nielson's action had prescribed,
but considering only the first claim and ignoring the prescriptibility of the other claims.
5. The court erred in holding that the period of suspension of the contract on account of the war
lasted from February 1942 to June 26, 1948.
6. Assuming arguendo that Nielson is entitled to any relief, the court erred in awarding as
damages (a) 10% of the cash dividends declared and paid in December, 1941; (b) the
management fee of P2,500.00 for the month of January, 1942; and (c) the full contract price for the
extended period of sixty months, since these damages were neither demanded nor proved and, in
any case, not allowable under the general law of damages.
7. Assuming arguendo that appellant is entitled to any relief, the court erred in ordering appellee to
issue and deliver to appellant share's of stock together with fruits thereof.
8. The court erred in awarding to appellant an undetermined amount of shares of stock and/or
cash, which award cannot be ascertained and executed without further litigation.
9. The court erred in rendering judgment for attorney's fees.
Issue: WON management contract be considered a contract of agency and therefore effectively
revoked and terminated.

Ruling: Article 1709 of the Old Civil Code, defining contract of agency, provides that "By the
contract of agency, one person binds himself to render some service or do something for the
account or at the request of another." Article 1544, defining contract of lease of service, provides
that "In a lease of work or services, one of the parties binds himself to make or construct
something or to render a service to the other for a price certain." In both agency and lease of
services one of the parties binds himself to render some service to the other party. Agency,
however, is distinguished from lease of work or services in that the basis of agency is
representation, while in the lease of work or services the basis is employment. The lessor of
services does not represent his employer, while the agent represents his principal. Further, agency
is a preparatory contract, as agency "does not stop with the agency because the purpose is to
enter into other contracts." The most characteristic feature of an agency relationship is the agent's
power to bring about business relations between his principal and third persons. "The agent is
destined to execute juridical acts (creation, modification or extinction of relations with third parties).
Lease of services contemplates only material (non-juridical) acts." Herein, the principal and
paramount undertaking of Nielson under the management contract was the operation and
development of the mine and the operation of the mill. All the other undertakings mentioned in the
contract are necessary or incidental to the principal undertaking these other undertakings being
dependent upon the work on the development of the mine and the operation of the mill. In the
performance of this principal undertaking Nielson was not in any way executing juridical acts for
Lepanto, destined to create, modify or extinguish business relations between Lepanto and third
persons. In other words, in performing its principal undertaking Nielson was not acting as an agent
of Lepanto, in the sense that the term agent is interpreted under the law of agency, but as one who
was performing material acts for an employer, for compensation. It is true that the management
contract provides that Nielson would also act as purchasing agent of supplies and enter into
contracts regarding the sale of mineral, but the contract also provides that Nielson could not make
any purchase, or sell the minerals, without the prior approval of Lepanto. It is clear, therefore, that
even in these cases Nielson could not execute juridical acts which would bind Lepanto without first
securing the approval of Lepanto. Nielson, then, was to act only as an intermediary, not as an
agent. Further, from the statements in the annual report for 1936, and from the provision of
paragraph XI of the Management contract, that the employment by Lepanto of Nielson to operate
and manage its mines was principally in consideration of the know-how and technical services that
Nielson offered Lepanto. The contract thus entered into pursuant to the offer made by Nielson and
accepted by Lepanto was a "detailed operating contract". It was not a contract of agency. Nowhere
in the record is it shown that Lepanto considered Nielson as its agent and that Lepanto terminated
the management contract because it had lost its trust and confidence in Nielson.
G. Puyat & Sons, Inc. vs Arco Amusements Co.
Facts: "Teatro Arco", is a corporation engaged in the business of operating cinematographs. In
1930, its name was changed to Arco Amusement Company. About the same time, Gonzalo Puyat
& Sons, Inc., another corporation in addition to its other business, was acting as exclusive agents
in the Philippines for the Starr Piano Company of Richmond, Indiana, U.S. A. which dealt in
cinematographer equipment and machinery, and the Arco Amusement Company desiring to equip
its cinematograph with sound reproducing devices, approached Gonzalo Puyat & Sons, Inc. After
some negotiations, it was agreed between the parties, that GP&S, on behalf of Arco, order sound
reproducing equipment from the Starr Piano Company and that Arco would pay the GP&S, in
addition to the price of the equipment, a 10 per cent commission, plus all expenses, such as,
freight, insurance, banking charges, cables, etc. The equipment arrived about the end of the year
1929, and upon delivery of the same to the plaintiff and the presentation of necessary papers, the
price of $1.700, plus the 10 per cent commission agreed upon and plus all the expenses and
charges, was duly paid by the plaintiff to the defendant.
Sometime the following year, and after some negotiations between the same parties,
another order for sound reproducing equipment was placed by the plaintiff with the defendant, on

the same terms as the first order. The equipment under the second order arrived in due time, and
the defendant was duly paid.
About three years later, the officials of the Arco Amusement Company discovered that the
price quoted to them by the defendant with regard to their two orders mentioned was not the net
price but rather the list price, and that the defendants had obtained a discount from the Starr Piano
Company. Moreover, by reading reviews and literature on prices of machinery and cinematograph
equipment, said officials of the plaintiff were convinced that the prices charged them by the
defendant were much too high including the charges for out-of-pocket expense. For these
reasons, they sought to obtain a reduction from the defendant or rather a reimbursement, and
failing in this they brought the present action.
Issue: WON the contract between the petitioner and the respondent was one of outright purchase
and sale or one of agency
Ruling: Gonzalo Puyat & Sons cannot be the agent of Arco Amusement in the purchase of
equipment from Starr Piano Company as Puyat & Sons is already the exclusive agent of Starr
Piano in the Philippines. Puyat cannot be the agent of both vendor and purchaser. The fact that a
commission was offered to the other does not necessarily mean that the latter has become the
agent of the former, as this was only an additional price which Arco bound itself to pay and which
is not incompatible with the contract of purchase and sale. Puyat is not bound to reimburse the
profit acquired in the transaction, as this is the very essence of commerce involving middlemen
and merchants. The contract is the law between the parties. What does not appear on the face of
the contract should be regarded as dealers or traders talk which cannot bind either party. Not
every concealment is fraud, short of fraud, and such as that in this case, is considered as business
acumen.
Hahn vs CA
Facts: Petitioner Alfred HAHN is a Filipino citizen doing business under the name "Hahn-Manila."
He is the holder of the BMW trademark in the Philippines (which makes him a legit dealer of BMW
cars here). On the other hand, private respondent Bayerische Motoren Werke Aktiengesellschaft
(BMW) is a nonresident foreign corporation existing under the laws of Germany. HAHN executed
in favor of BMW a "Deed of Assignment with Special Power of Attorney" where he ceded his rights
over the BMW trademark in the Philippines in favor of BMW so that the latter can proceed to also
become a dealer of BMW cars in the Philippines, on the condition that HAHN remain in close
business relation with BMW (i.e. that HAHN remains exclusive dealer of BMW cars). Also, one of
the stipulations in the Deed of Assignment made Hahn an attorney-in-fact of BMW in cases of
prosecutions against usurpers of the BMW trademark in the Philippines. Later, Hahn was informed
that BMW was arranging to grant exclusive dealership of BMW cars to another entity, accordingly
due to BMWs dissatisfaction with various aspects of HAHN's business (decline in sales,
deteriorating services, inadequate showroom and warehouse facilities, and his alleged failure to
comply with the standards for an exclusive BMW dealership). Nonetheless, BMW expressed
willingness to continue business relations with HAHN on the basis of a "standard BMW importer"
contract, otherwise, if this was not acceptable to HAHN, BMW would have no alternative but to
terminate petitioner's exclusive dealership. HAHN protested, claiming that the termination of his
exclusive dealership would be a breach of the Deed of Assignment. HAHN insisted that as long as
the assignment of its trademark subsisted, he remained BMW's exclusive dealer in the Philippines
because the assignment was made in consideration of the exclusive dealership. Because of
HAHN's insistence on the former business relation, BMW withdrew its offer of a "standard importer
contract" and terminated the exclusive dealer relationship. Hence, HAHN filed a complaint for
specific performance and damages against BMW to compel it to continue the exclusive dealership.
Issue: WON Hahn is an agent of BMW or a broker.

Ruling: HAHN, in his complete allegations pointed out that he placed orders made with him directly
with BMW. It is BMW that fixed the down payment and pricing charges, the scheduled production
month for the orders and that payment was made by the buyer directly to BMW! HAHN was
merely credited with commissions from the total purchase price upon the invoicing of a vehicle
order by BMW. All orders were on invoices and forms of BMW. And these allegations were
substantially admitted by BMW which in its petition for certiorari before the CA. This arrangement
shows an agency. An agent receives a commission upon the successful conclusion of a sale. On
the other hand, a broker earns his pay merely by bringing the buyer and the seller together, even if
no sale is eventually made. As to the service centers and showrooms which he said he had put up
at his own expense, HAHN has said that he had to follow BMW specifications as exclusive dealer
of BMW in the Philippines. BMW also periodically inspected the service centers to see to it that
BMW standards were maintained. This illustrates the extent of BMWs control over HAHNs
activities! More so, these allegations as to BMW extensive control over HAHNs activities were
also admitted by BMW in its letter to HAHN terminating the exclusive dealership. In any case, the
fact that HAHN invested his own money to put up these service centers and showrooms does not
necessarily prove that he is not an agent of BMW. In addition, BMW held out private respondent
Hahn as its exclusive distributor in the Philippines, even as it announced in the Asian region that
Hahn was the "official BMW agent" in the Philippines.
Conde vs CA
Facts: Margarita Conde, Bernardo Conde and Dominga Conde sold with a right of repurchase,
within 10 years from, a parcel of agricultural land to the Altera Spouses. The contract provided
that: If at the end of 10 years the said land is not repurchased, a new agreement shall be made
between the parties and in no case title and ownership shall be vested in the hand of the party of
the Second Part (Alteras). The Cadastral Court of Leyte then adjudicated the lot to the Alteras
subject to the right of redemption counting from 7 April 1938 after returning the amount of PHP
165.00. On 28 November 1945, Paciente Cordero, son-in-law of the Alteras signed a document
allowing Eusebio Amarille, the representative of the Condes, to repurchase the land. On 30 June
1965, Pio Altera sold the disputed lot to the spouses Ramon Conde and Catalina Conde.
(Relationship to the other Condes were not shown). Dominga then filed a Complaint for quieting of
title to property.
Issue: WON there is implied agency.
Ruling: Implied agency created from silence or lack of action or failure to repudiate the agency.If,
as opined by both the Court a quo and the Appellate Court, petitioner had done nothing to
formalize her repurchase, by the same token, neither have the vendees-a-retro done anything to
clear their title of the encumbrance therein regarding petitioners right to repurchase. No new
agreement was entered into by the parties as stipulated in the deed of pac to de retro, if the
vendors a retro failed to exercise their right of redemption after ten years. If, as alleged, petitioner
exerted no effort to procure the signature of Pio Altera after he had recovered from his illness,
neither did the Alteras repudiate the deed that their son-in-law had signed. Thus, an implied
agency must be held to have been created from their silence or lack of action, or their failure to
repudiate the agency.
Rallos vs Yangco
Facts: Teodoro Yangco sent Florentino 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 through Florentino Collantes, as his factor, sending to him as agent for Yangco a
good deal of produce to be sold on commission. Rallos sent to Collantes, as agent for Yangco,
218 bundles of tobacco in the leaf to be sold on commission, as had been other produce
previously. 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 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: WON Collantes is an agent of Yangco.
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
Siasat vs IAC
Facts: Teresita Nacianceno succeeded in convincing officials of the Department of Education and
Culture, to purchase without public bidding, 1m worth of national flags for the use of public schools
throughout the country. When Nacianceno was informed by the Chief of the Budget Division of the
Department that the purchase orders could not be released unless a formal offer to deliver the
flags in accordance with the required specifications was first submitted for approval, she contacted
the owners of the United Flag Industry. The next day, after the transaction was discussed, a
document was executed formalizing Naciancenos authority to represent United Flag Industry and
entitling her to a 30% commission. This was signed by Primitivo Siasat. After the first delivery of
flags was made, Naciancenos authority was revoked by Siasat. After Siasat received the payment
for the first delivery, he tendered 5% of the amount received to Nacianceno as payment of her
commission. Nacainceno refused to accept the said amount insisting on the 30% commission
agreed upon. However, Nacianceno still accepted the amount because Siasat assured her that
she would receive the commission in full after the delivery of the other half of the order. When
Nacianceno later on learned that Siasat had already received payment for the 2nd delivery, she
confronted him. Siasat denied the receipt of payment, at the same time claiming that the
Naciaceno had no participation whatsoever with regard to the 2nd delivery of flags and that the
agency had already been revoked. Nacianceno filed a complaint with the Complaints and
Investigation Office of Malacanang. When nothing came of the complaint, she filed an action in the
CFI to recover her commissions (25%, as balance of the 1st delivery and 30%, on the 2nd
delivery)
TC decided in favour of Nacianceno
IAC affirmed the decision.
Siasat (1) the authorization making Nacianceno United Flag Industrys representative merely
states that she could deal with any entity in connection with the marketing of their products for a
commission of 30%. There was no specific authorization for the sale of the Philippine flags to the
Department (2) there were 2 transaction. The revocation of agency effected by the parties with
mutual consent forecloses Naciancenos claim of 30& commission on the 2nd transaction (3) no
basis for granting of attorneys fees and moral damages because there was no showing of bad
faith on the part of Siasat.

Issue: 1. WON Nacianceno was authorized to negotiate the sale of the Philippine flags to the
Department. 2. WON the revocation of agency forecloses Naciancenos claim of 30% commission
on the 2nd transaction.

Ruling: 1. YES. It can easily be seen by the way general words were employed in the agreement
that no restrictions were intended as to the manner the agency was to be carried out or in the
place where it was to be executed. The power granted to the Nacianceno was so broad that it
practically covers the negotiations leading to, and the execution of, a contract of sale of Siasats
merchandise with any entity or organization. There are several kinds of agents: An agent may
be (1) universal: (2) general, or (3) special.
A universal agent is one authorized to do all acts for his principal which can lawfully be
delegated to an agent. So far as such a condition is possible, such an agent may be said to have
universal authority.
A general agent is one authorized to do all acts pertaining to a business of a certain kind or
at a particular place, or all acts pertaining to a business of a particular class or series. He has
usually authority either expressly conferred in general terms or in effect made general by the
usages, customs or nature of the business which he is authorized to transact. An agent, therefore,
who is empowered to transact all the business of his principal of a particular kind or in a particular
place, would, for this reason, be ordinarily deemed a general agent.
A special agent is one authorized to do some particular act or to act upon some particular
occasion. lie acts usually in accordance with specific instructions or under limitations necessarily
implied from the nature of the act to be done.
There is no merit in Siasats allegations that the contract of agency between the parties was
entered into under fraudulent representation because Nacianceno would not disclose the agency
with which she was supposed to transact and made Siasat believe that she would be dealing with
The Visayas", and that "the petitioner had known of the transactions and/or project for the said
purchase of the Philippine flags by the Department of Education and Culture and precisely it was
the one being followed up also by the petitioner." If the circumstances were as claimed by Siasat,
they would have exerted efforts to protect their interests by limiting the Nacianceno's authority. It is
incredible that they could be so careless after being in the business for fifteen years.

Phil. National Bank vs Sta. Maria

Facts: Maximo Sta. Maria obtained sugar crop loans from the Philippine National Bank under the
power of the attorney, executed in his favor by his brothers and sisters to mortgage a 16-odd
hectare parcel of land, jointly owned by all of them. Valeriana the sister of Maximo, alone also
executed in favor of her brother Maximo a special power of attorney to borrow money and
mortgage any real estate owned by her. Maximo applied for two separate crop loans with the PNB,
one in the amount of P15,000 but only P13,216.11 was extended by the PNB and the other for
P23,000 but only P12,427.57 was extended by the PNB. As security for the two loans, Maximo
executed it in his own name in favor of PNB two chattel mortgages, guaranteed by the surety
bonds for the full authorized amounts of loans executed by the Associated Insurance & Surety Co.,
Inc. PNB filed the case on February 10,1961 against Defendant Maximo Sta. Maria and his six
brothers and sisters and the Associated Insurance & Surety Co., Inc. for the collection of unpaid
balances of two sugar crop loans. The Trial Court rendered judgment in favor of the PNB. Maximo

did not appeal but his siblings appealed and contended that they had given their brother Maximo
the authority to borrow money but only to mortgage the real estate jointly owned by them and that
if they are liable, the liability should not go beyond the value of the property which9 they had
authorized to be given as security of the loans obtained by Maximo. They further contended that
they did not benefit whatsoever from the loans.
Issue: WON there is an agency.
Ruling: a special power of attorney to mortgage real estate is limited to such authority to mortgage
and does not bind the grantor personally to other obligations contracted by the grantee, in the
absence of any ratification or other similar act that would estop the grantor from questioning or
disowning such other obligations contracted by the grantee.
The authority granted by defendants-appellants (except Valeriana) unto their brother, Maximo, was
merely to mortgage the property jointly owned by them. They did not grant Maximo any authority
to contract for any loans in their names and behalf. Maximo alone, with Valeriana who authorized
him to borrow money, must answer for said loans and the other defendants-appellants' only liability
is that the real estate authorized by them to be mortgaged would be subject to foreclosure and
sale to respond for the obligations contracted by Maximo. But they cannot be held personally liable
for the payment of such obligations, as erroneously held by the trial court. The fact that Maximo
presented to the plaintiff bank Valeriana's additional special power of attorney expressly
authorizing him to borrow money, aside from the authority to mortgage executed by Valeriana
together with the other defendants-appellants also in Maximo's favor, lends support to our view
that the bank was not satisfied with the authority to mortgage alone. The outcome might be
different if there had been an express ratification of the loans by defendants-appellants or if it had
been shown that they had been benefited by the crop loans so as to put them in estoppel.
Valeriana's liability for the loans secured by Maximo is not joint and several or solidary as
adjudged by the trial court, but only joint, pursuant to the provisions of Article 1207 of the Civil
Code that "the concurrence ... of two or more debtors in one and the same obligation does not
imply that ... each one of the (debtors) is bound to render entire compliance with the prestation.
Maritime Agencies &Services, Inc. vs CA
Facts: Transcontinental Fertilizer Company of London chartered from Hongkong the motor vessel
named Hong Kong Island for the shipment of 8073.35 MT (gross) bagged urea from
Novorossisk, Odessa, USSR, to the Philippines, the parties signing for this purpose a Uniform
General Charter dated 9 August 1979. Of the total shipment, 5,400.04 MT was for the account of
Atlas Fertilizer Company as consignee, 3,400.04 to be discharged in Manila and the remaining
2,000 MT in Cebu. The goods were insured by the consignee with the Union Insurance Society of
Canton, Ltd. for P6,779,214.00 against all risks. Maritime Agencies & Services, Inc. was appointed
as the charterers agent and Macondray Company, Inc. as the owners agent. The vessel arrived
in Manila on 3 October 1979, and unloaded part of the consignees goods, then proceeded to
Cebu on 19 October 1979, to discharge the rest of the cargo. On 31 October 1979, the consignee
filed a formal claim against Maritime, copy furnished Macondray, for the amount of P87,163.54,
representing C & F value of the 383 short landed bags. On 12 January 1980, the consignee filed
another formal claim, this time against Viva Customs Brokerage, for the amount of P36,030.23,
representing the value of 574 bags of net unrecovered spillage. These claims having been
rejected, the consignee then went to Union, which on demand paid the total indemnity of
P113,123.86 pursuant to the insurance contract. As subrogee of the consignee, Union then filed
on 19 September 1980, a complaint for reimbursement of this amount, with legal interest and
attorneys fees, against Hongkong Island Company, Ltd., Maritime Agencies& Services, Inc. and/or
Viva Customs Brokerage. On 20 April 1981, the complaint was amended to drop Viva and implead
Macondray Company, Inc. as a new defendant. On 4 January 1984, after trial, the trial court
rendered judgment, ordering (a) Hongkong Island Co., Ltd., and its local agent Macondray & Co.,
Inc. to pay Union the sum of P87,1 63.54 plus 12% interest from 20 April 1981 until the whole

amount is fully paid,P1,000.00 as attorneys fees and to pay of the costs; and (b) Maritime
Agencies & Services, Inc., to pay Union the sum of P36,030.23, plus 12% interest from 20 April
1981 until the whole amount is fully paid,P600.00 as attorneys fees and to pay of the costs.
Issue: WON Maritime is liable as a ship agent.
Ruling: Union seeks to hold Maritime liable as ship agent on the basis of the ruling in the case of
Switzerland General Insurance Co., Ltd. v. Ramirez. However, we that case is applicable.
In that case, the charterer represented itself on the face of the bill of lading as the carrier. The
vessel owner and the charterer did not stipulate in the Charter party on their separate respective
liabilities for the cargo. The loss/damage to the cargo was sustained while it was still on board or
under the custody of the vessel. As the charterer was itself the carrier, it was made liable for the
acts of the ship captain who was responsible for the cargo while under the custody of the vessel.
As for the charterer's agent, the evidence showed that it represented the vessel when it took
charge of the unloading of the cargo and issued cargo receipts (or tally sheets) in its own name.
Claims against the vessel for the losses/damages sustained by that cargo were also received and
processed by it. As a result, the charterer's agent was also considered a ship agent and so was
held to be solidarily liable with its principal.
The facts in the cases at bar are different. The charterer did not represent itself as a carrier and
indeed assumed responsibility ability only for the unloading of the cargo, i.e, after the goods were
already outside the custody of the vessel. In supervising the unloading of the cargo and issuing
Daily Operations Report and Statement of Facts indicating and describing the day-to-day
discharge of the cargo, Maritime acted in representation of the charterer and not of the vessel. It
thus cannot be considered a ship agent. As a mere charterer's agent, it cannot be held solidarily
liable with Transcontinental for the losses/damages to the cargo outside the custody of the vessel.
Notably, Transcontinental was disclosed as the charterer's principal and there is no question that
Maritime acted within the scope of its authority. Maritime cannot be held liable for the acts of its
known principal resulting in injury to Union.