No. The judgment of the court below was affirmed. Case was remanded to the lower court for execution.
First, it was a mere contract of employment. The plaintiff had neither voice nor vote in the management of the affairs of the company.
Second, the articles of partnership between the defendants provided that the profits should be divided among the partners named in a certain proportion, and the contract made between the plaintiff and the then manager of the defendant partnership did not in any way vary or modify this provision of the articles of partnership.
The profits of the business could not be determined until all of the expenses had been paid. A part of the expenses to be paid for the year 1902 was the salary of the plaintiff.
That salary had to be deducted before the net profits of the business, which were to be divided among the partners, could be ascertained. It was necessary to determine what the profits of the business were after paying all of the expenses except his, in order to determine what the salary of the plaintiff was. But such determination does not arrive at the net profits of the business yet. It was only made for the purpose of fixing the basis upon which his compensation should be determined.
ALBALADEJO Y CIA., S. EN C. v. PHILIPPINE REFINING CO. 48 PHIL 556
The relation between the parties was not that of principal and agent in so far as relates to the purchase of copra by Albaladejo. WhileVRC made Albaladejo one of its instruments for the collection of copra,in making its purchases from the producers,Albaladejo was buying upon its own account.When Albaladejo turned over the copra to VRC, a second sale was effected.
In the contract, it is declared that during the continuance of theagreement,VRC would not appoint any other agent for the purchase of copra in Legaspi; and this gives rise indirectly to the inference that Albaladejo was considered its buying agent. However, the use of this term in one clause of the contract cannot dominate the real nature of the agreement as revealed in other clauses, no less than in the caption of the agreement itself. This designation was used for convenience. The title to all of the copra purchased by Albaladejo remained in it until it was delivered by way of subsequent sale to VRC.
Lastly, the letters from VRC to Albaladejo that the Court quoted did not indicate anything to the effect that VRC is liable for the such expenses incurred by Albaladejo, as the letters only noted the dire condition of VRC’s copra business, as well as its hopes to enter the market on a more extensive scale [which was unfortunately unrealized].
Perez vs Luzon Surety 38 OG 1213
Doctrine: A Principal is obligated to give compensation to the broker/agent who is the proximate cause of the deal/contract. The compensation being referred here is the commission of the agent as a result of his services to the principal.
Constante de Castro vs CA 384 SCRA 607
Doctrine: When the law expressly provides for solidarity of the obligation, as in the liability of co-principals in a contract of agency, each obligor may be compelled to pay the entire obligation.12 The agent may recover the whole compensation from any one of the co-principals. If there are two or more principals, each has the same obligation to compensate the agent for his services as they are held to be solidarily liable to the agent.
Sta Romana vs Imperio 15 SCRA 625
Doctrine: A principal may in some cases act as a vendor through his agent. In these cases, he is obligated to reimburse to the vendee, in the event of eviction, the value of the thing sold at the time of the eviction even if it be of a greater or lesser price of the sale.
Syjuco vs Syjuco G.R. No. 13471
Doctrine: Whenever an agent enters into a contract under his own name, the principal is not bound by what the agent does or contracts thereby not being liable. However, the exception to this general rule is when the thing being dealt with belongs to the principal.
In this instance, the contract is deemed to have been entered by the principal and the third person. As a result of this, the principal assumes all rights, obligations and liabilities that arise from the contract made by the agent with third persons.
PNB vs Aguedo G.R. No. 39037
Doctrine: When an agent negotiates a loan in his own name and executes a promissory note under his personal signature without express authority from his principal, giving as security therefor real estate belonging to the latter, also in his own name and not in the name and in representation of said principal, the obligation so contracted by him is personal and is not binding upon the af oresaid principal.
Keeler vs Rodriguez G.R. No. 19001
Doctrine: Persons dealing with an assumed agent, whether the assumed agency be a general or special one, are bound at their peril, if they would hold the principal, to ascertain not only the fact of the agency but the nature and extent of the authority, and in case either is controverted, the burden of proof is upon them to establish it.
BA Finance vs CA G.R. No. 94566
Doctrine: It is a settled rule that persons dealing with an assumed agent, whether the assumed agency be a general or special one 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 upon them to
establish it. Hence, the burden is on respondent bank to satisfactorily prove that the credit administrator with whom they transacted acted within the authority given to him by his principal, petitioner corporation.
Also, Guaranty is not presumed, it must be expressed and cannot be extended beyond its specified limits.
NAPOCOR vs National Merchandising G.R. No. L-33819
Doctrine: The rule that a person dealing with an agent must inquire into the limits of the agent's authority does not apply where the agent is being held directly responsible for taking chances in exceeding its authority meaning the agent is acting in his own name.
Apex Minig vs Southeast Mindanao G.R. No. 152613
Doctrine: The concept of agency is distinct from assignment—in agency, the agent acts not on his own but on behalf of his principal, while in assignment, there is total transfer or relinquishment of right by the assignor to the assignee.
Bacaltos vs CA G.R. NO. 114091
Doctrine: Every person dealing with an agent is put upon inquiry and must discover upon his peril the authority of the agent. If he does not make such inquiry, he is chargeable with knowledge of the agent’s authority, and his ignorance of that authority will not be any excuse. Persons dealing with an assumed agent, whether the assumed agency be a general or special one, are bound at their peril, if they would hold the principal, to ascertain not only the fact of the agency but also the nature and extent of the authority, and in case either is controverted, the burden of proof is upon them to establish it.
Del Rosario vs Abad G.R. No. L-10881
Doctrine: The power of attorney executed by the homesteader in favor of defendant did not create an agency with interest nor did it clothe the agency with irrevocable character.
A mere statement in the power of attorney that it is coupled With interest is not enough.
In what does such interest consist must be stated in the power of attorney.
VICENTE M. COLEONGCO vs. EDUARDO L. CLAPAROLS
G.R. No. L-18616, March 31, 1964
Facts: Eduardo L. Claparols (appellee) operates the Claparol’s Steel and Nail Plant in Talisay, Occidental Negros. Due to losses, Claparols was compelled to look for someone to finance his imports of raw material (nail wire). At first, Kho To agreed to finance but eventually introduced Vicente Coleongco (appellant) to Claparols recommending the former to be the latter’s financier. Claparols agreed and on the same date, a contract was perfected between them whereby Coleongco undertook to finance and put up the funds required for the importation of the nail wire, which Claparols bound himself to convert into nails at his plant. Sometime in 1953, Claparols executed in favor of Coleongco at the latter’s behest, a special power of attorney to open and negotiate letters of credit, to sign contracts, bills of lading, invoices and papers covering transactions, to represent appellee and the nail factory and the acceptance of payments and cash advances from dealers and distributors. Around mid-November 1956, Claparols learned from the Philippine National Bank (PNB) that Coleongco wrote the bank trying to discredit him, causing the bank to issue an alias writ of execution. Behind Claparol’s back, Coleongco wrote the bank alleging that Claparols was not serious in meeting his financial obligations by selling the machines. Claparols was able to settle the matter with the bank but because of this, he revoked the SPA. Coleongco denies the allegations and claims that the revocation of the SPA was illegal and that he was entitled to the share of the profits as well as moral damages.
Issue: Whether Claparols had the legal power to revoke the power of attorney?
Held: Yes. Coleongco acting in bad faith towards his principal Claparols, is on the record, unquestionable. His letters to the PNB attempting to undermine the credit of the principal and to acquire the factory of the latter, without the principal’s knowledge are plain acts of deliberate sabotage by the agent that fully justified the revocation of the power of attorney. The basic rule of contracts requires parties to act loyally toward each other in the pursuit of the common end, and appellant clearly violated the rule of good faith prescribed by Article 1315 of the New Civil Code. Furthermore, it must not be forgotten that a power of attorney can be made irrevocable by contract only in the sense that the principal may not recall it at his pleasure but coupled with interest or not, the authority certainly can be revoked for a just cause, such as when the attorney-in-fact betrays the interest of the principal, as what happened in this case. It is not open to serious doubt that the irrevocability of the power of attorney may not be used to shield the perpetration of acts in bad faith, breach of confidence, or betrayal of trust, by the agent for that would amount to holding that a power coupled with an interest authorizes the agent to commit frauds against the principal. Our new Civil Code, in Article 1172, expressly provides the contrary in prescribing that responsibility arising from fraud is demandable in all obligations, and that any waiver of action for future fraud is void. It is also on this principle that the Civil Code, in its Article 1800, declares that the powers of a partner, appointed as manager, in the articles of co-partnership are irrevocable without just or lawful cause and an agent with power coupled with an interest can not stand on better ground than such a partner in so far as irrevocability of the power is concerned.
GENEVIEVE LIM vs. FLORENCIO SABAN G.R. No. 163720, December 16, 2004
Facts: Under an Agency Agreement, Ybañez authorized Saban to look for a buyer of the
lot for P200,000.00 and to mark up the selling price to include the amounts needed for payment of taxes, transfer of title and other expenses incident to the sale, as well as Saban's commission for the sale. Through Saban's efforts, Ybañez and his wife were able to sell the lot to Genevieve Lim and the spouses Benjamin and Lourdes Lim at P600,000.00 inclusive of taxes and other incidental expenses of the sale. After the sale, Lim remitted to Saban the amounts of P113,257 for payment of taxes due on the transaction as well as P50,000.00 as broker's commission. Lim also issued in the name of Saban four postdated checks in the aggregate amount of P236,743.00. Subsequently, Ybañez sent a letter to Lim asking the latter to cancel all the checks issued by her in Saban's favor and to extend another partial payment for the lot in his (Ybañez's) favor. After the four checks in his favor were dishonored upon presentment, Saban filed a complaint for collection of sum of money and damages against Ybañez and Lim.
Saban alleged that Ybañez told Lim that he (Saban) was not entitled to any commission for the sale since he concealed the actual selling price of the lot from Ybañez and because he was not a licensed real estate broker. Ybañez was able to convince Lim to cancel all four checks. In his Answer, Ybañez claimed that Saban was not entitled to any commission because he concealed the actual selling price from him and because he was not a licensed real estate broker.
Issue: Whether there was revocation of the agency that would make Saban ineligible to receive a commission from the sale?
Held: The agency was not revoked making Saban entitled to receive commission from the sale. There was no revocation since Ybañez requested that Lim make stop payment orders for the checks payable to Saban only after the consummation of the sale. At that time, Saban had already performed his obligation as Ybañez’s agent when, through his (Saban’s) efforts, Ybañez executed the Deed of Absolute Sale of the lot with Lim and the Spouses Lim. To deprive Saban of his commission subsequent to the sale which was consummated through his efforts would be a breach of his contract of agency with Ybañez which expressly states that Saban would be entitled to any excess in the purchase price after deducting the P200,000.00 due to Ybañez and the transfer taxes and other incidental expenses of the sale. However, the Court does not agree that Saban’s agency was one coupled with an interest. Under Article 1927 of the Civil Code, an agency cannot be revoked if a bilateral contract depends upon it, or if it is the means of fulfilling an obligation already contracted, or if a partner is appointed manager of a partnership in the contract of partnership and his removal from the management is unjustifiable. Stated differently, an agency is deemed as one coupled with an interest where it is established for the mutual benefit of the principal and of the agent, or for the interest of the principal and of third persons, and it cannot be revoked by the principal so long as the interest of the agent or of a third person subsists. In an agency coupled with an interest, the agent’s interest must be in the subject matter of the power conferred and not merely an interest in the exercise of the power because it entitles him to compensation. When an agent’s interest is confined to earning his agreed compensation, the agency is not one coupled with an interest, since an agent’s interest in obtaining his compensation as such agent is an ordinary incident of the agency relationship.
ARTURO P. VALENZUELA and HOSPITALITA N. VALENZUELA vs. COURT OF APPEALS, BIENVENIDO M. ARAGON, ROBERT E. PARNELL, CARLOS K.
CATOLICO and THE PHILIPPINE AMERICAN GENERAL INSURANCE COMPANY, INC.
G.R. No. 83122, October 19, 1990
Facts: Petitioner Valenzuela, a General Agent respondent Philamgen, was authorized to solicit and sell all kinds of non-life insurance. He had a 32.5% commission rate. From 1973 to 1975, Valenzuela solicited marine insurance from Delta Motors, Inc. in the amount of P4.4 Million from which he was entitled to a commission of 32%. However, Valenzuela did not receive his full commission, which amounted to P1.6 Million from the P4.4 Million. Premium payments amounting to P1,946,886.00 were paid directly to Philamgen. Valenzuela’s commission amounted to P632,737.00. Philamgen wanted to cut Valenzuela’s commission to 50% of the amount. He declined. When Philamgen offered again, Valenzuela firmly reiterated his objection. Philamgen took drastic action against Valenzuela. They reversed the commission due him, threatened the cancellation of policies issued by his agency and started to leak out news that Valenzuela has a substantial debt with Philamgen. His agency contract was terminated. The petitioners sought relief by filing the complaint against the private respondents.
Issue: Whether the agency is one coupled with an interest and, therefore, should not be freely revocable at the unilateral will of the company?
Held: Yes. Records show that the agency is one coupled with an interest and, therefore, should not be freely revocable at the unilateral will of the company. The records sustain the finding that the private respondent started to covet a share of the insurance business that Valenzuela had built up, developed and nurtured. The company appropriated the entire insurance business of Valenzuela. Worse, despite the termination of the agency, Philamgen continued to hold Valenzuela jointly and severally liable with the insured for unpaid premiums. Under these circumstances, it is clear that Valenzuela had an interest in the continuation of the agency when it was unceremoniously terminated not only because of the commissions he procured, but also Philamgen’s stipulation liability against him for unpaid premiums. The respondents cannot state that the agency relationship between Valenzuela and Philamgen is not coupled with interest. There is an exception to the principle that an agency is revocable at will and that is when the agency has been given not only for the interest of the principal but also for the mutual interest of the principal and the agent. The principal may not defeat the agent's right to indemnification by a termination of the contract of agency. Also, if a principal violates a contractual or quasi-contractual duty, which he owes his agent, the agent may as a rule bring an appropriate action for the breach of that duty.
ALBERT M. CHING and ROMEO J. BAUTISTA vs. FELIX M. BANTOLO, ANTONIO O.
ADRIANO and EULOGIO STA. CRUZ, JR., substituted by his children, represented by RAUL STA. CRUZ, JR.
G.R. No. 177086, December 5, 2012
Facts: Respondents Felix M. Bantolo (Bantolo), Antonio O. Adriano and Eulogio Sta.
Cruz, Jr. are owners of several parcels of land situated in Tagaytay City. On April 3, 2000, respondents executed in favor of petitioners Albert Ching (Ching) and Romeo J.
Bautista a Special Power of Attorney (SPA) authorizing petitioners to obtain a loan using respondents’ properties as collateral. However, without notice to petitioners, respondents executed a Revocation of Power of Attorney effective on July 17, 2000. On July 18, 2000, the Philippine Veterans Bank (PVB) approved the loan application of Ching in the amount of P25 million. On July 31, 2000, Ching thru a letter informed respondents of the approval of the loan. Sometime in the first week of August 2000, petitioners learned about the revocation of the SPA. Consequently, petitioners sent a letter to respondents