Baretto v.

Santa Maria, 26 Phil 440 The La Insular cigar and cigarette factory is a joint account associationwith a nominal capital of P865,000, the plaintiff's share being P20,000,or 4/173 of the whole. On March 14, 1910, the plaintiff's attorneys wrote the defendant's localrepresentative a letter offering to sell to the defendant plaintiff'sparticipation in the factory. The result of the correspondence 1 between the parties and theirrepresentatives was that Exhibit G was duly executed on May 3, 1910. In accordance with the terms of this exhibit a committee of appraiserswas appointed to ascertain and fix the actual value of La Insular. The committee rendered its report on November 14, 1910, fixing thenet value at P4,428,194.44. Of this amount 4/173 part represented the plaintiffs's share on hisP20,000 of the nominal capital. In Exhibit J which was executed on November 22, 1910, the plaintiff acknowledged to have received from the defendant that amount. Subsequently to the execution of Exhibit J, demand was made by theplaintiff upon the defendant for his share of the profits from June 30,1909, to November 22, 1910. This demand was refused and thereupon this action was instituted torecover said profits.

Upon the evidence submitted at the hearing, the court below held: (1)That the agreement of May 3, 1910, was by its terms a contract to sell inthe future and did not pass title and (2) that the sale of plaintiff'sinterest did not include the profits in question. Judgment was renderedaccordingly, with interest and cost. The defendant appealed. ISSUE: Whether the agreement is one of a perfected sale. YES The plaintiff and defendant were both interested in La Insular. Theplaintiff was the local general manager from November 14, 1906, toJanuary 8, 1910. From the correspondence above mentioned it appears that the plaintiff offered to sell to the defendant his participation in La Insular. This offer was made on account of the strained relations existingbetween the parties at that time and the desire on the part of theplaintiff to separate himself from that business. In the offer the plaintiff's interest of or participation was definitelydefined and stated to be P20,000 in the nominal capital of P865,000.(We are not now dealing with the plaintiff's interest in the P69,400 of Barretto & Company.) Article 1450 of the Civil Code reads: "The sale shall be perfectedbetween vendor and vendees and shall be binding on both of them, if they have agreed upon the thing which is the object of the contract andupon the price, even when neither has been delivered." This is supplemented by article 1447 of the Code which reads asfollows: "In order that the price may be considered fixed, it shall besufficient that it be fixed with regard to another determinate thing alsospecific, or that the determination of the same be left to the judgment of a specified person."

The following appears in the contract of November 22, 1910: " AntonioM. Barretto hereby declares to have received from John D.MacGavin as legal representative of Jose Santa Marina as the priceof the cession and transfer of the said shares, the sum of P280,025.70Philippine currency by check No. 528525 drawn by the said MacGavin partner,right to revise, approve or impugn the annual statementsrendered by the managing partner, Santa Marina. The sum total of these constituted on May 3, 1910 the whole of theplaintiff's right, title, and interest in the "La Insular." "The whole of the right, title, and interest of the said Antonio MariaBarretto in and to said joint account association" means what it says if it means anything at all. Language will not admit of a clearer and moreexpressive statement of what was sold. Exclude the profits sought to be recovered then the plaintiff did not sellthe whole of his right, title, and interest, he only sold a part is neverequal to the whole. That the profits were a part of the plaintiff'sinterest is self-evident. The contracts and the report of the appraisers are so clear and coverthe entire subject matter so fully that we are convinced that thesubsequent demand for the profits in question was an afterthought. If there had been any doubt in the mind of the plaintiff about theinclusion of the accrued profits in the sale of May 3 or that theappraisers were authorized to take into consideration such profits infixing the total net value of the business so that the entire present valueof the plaintiff's interest might be ascertained, the plaintiff wouldcertainly have raised the question at the time. He remained perfectly quiet until after he had received the full value of the whole of his right, title, and interest in the factory and had solemnlydeclared that he "relinquished all intervention, claim, right, or action insaid factory by reason of the shares under consideration."

After this he came forward for the first time and demanded his share of the profit which he had sold and received payment therefor. Surely hedoes not expect to be paid twice for the same thing

Coleongco v Claparols Facts: Since 1951, Eduardo L. Claparols, operated a factory for the manufacture of nails in Talisay,Occidental Negros, the "Claparols Steel & Nail Plant". The raw material, nail wire, was importedfrom foreign sources, specially from Belgium; and he had a regular dollar allocation therefor,granted by the Import Control Commission and the Central Bank. The marketing of the nails was handled by the "ABCD Commercial" of Bacolod, which was owned by a chinaman named Kho To.In 1953, losses compelled Claparols to look for someone to finance his imports of nail wire.At first, Kho To agreed to do the financing, but on April 25, 1953, the Chinaman introduced his compadre, appellant Vicente Coleongco, to the appellee, recommending said appellant to be the financier in the stead of Kho To. Claparols agreed, and on April 25 of that year 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.I t w a s a g r e e d t h a t C o l e o n g c o w o u l d h a v e t h e e x c l u s i v e d i s t r i b u t i o n o f t h e p r o d u c t , a n d t h e "absolute care in the marketing of these nails and the promotion of sales all over the Philippines",except the Davao Agency; that Coleongco would "share the control of all the cash" from sales or deposited in banks; that he would have a representative in-the management; that all contracts and transactions should be jointly approved by both parties; that proper books would be kept and annual accounts rendered; and that profits and losses would be shared "on a 50-50 basis".The contract was renewed from year to year until 1958, and Coleongco's share subsequently increased by 5% of the net profit of the factory. On April 27, 1953, Claparols executed in favor of Coleongco, at the latter's behest, a specia lpower of attorney (Exhibit C) 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; andto accept payments and cash advances from dealers and distributors. Thereafter, Coleongco also became the assistant manager of the factory, and took over its business transactions, while Claparols devoted most of his time to the nail manufacture processes. Around mid-November 1956, Claparols learned from the PNB that Coleongco wrote the bank trying to

discredit him, causing the bank to issue an alias writ of execution. Behind Claparol's back, Colengco wrote the bank alleging that Claparol was not serious in meeting his financialo bligations by selling the machines. Claparols was able to settle the matter with the bank butbecause of this, he revoked the SPA and informed Coleongco of the same thru registered mail. He also hired an autditing firm C. Miller & Company, auditors, to go over the books and records of the b u s i n e s s w i t h a v i e w t o a d j u s t i n g t h e accounts of the associates. This is after learning the Coleongco asked the superintendent Agsam to pour acid on the machinery to paralyze the factory. Coleongco also wrote Kho To to cut his monthly advances from P2000 to P1000 to take advantage of the financial difficulties of Claparols and so that later, they may own the factory. This was carried on by Kho To in a letter advising that he can only draw P1000. The auditors found that Coleongco owed the Claparols Nail Factory the amount of P 8 1 , 3 8 7 . 3 7 , a s o f J u n e 3 0 , 1 9 5 7 . Coleongco was also dismissed as the assistant manager.Coleongco denies the allegations and claims that the revocation of the SPA was illegal and that he is entitled to the share of the profits as well as moral damages. Claparols counte rclaimed.t Issue:Can Claparols validly revoke the Special Power of Attorney even if it is coupled with interest on the part of the agent?o Held:YES. That the appellee Coleongco acted in bad faith towards his principal Claparols is, on the record, unquestionable. His letters to the Philippine National Bank (Exhibits 35 and 36) 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 Art. 1315 of the new Civil Code. Infante vs. Cunanan G.R L- 5180 August 31, 1953 Bautista Angelo, J: 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. New Manila Lumber vs Republic The Republlic contracted with Alfonso Mendoza for the construction of 2 school houses. Plaintiff New Manila Lumber supplied the materials and was constituted attourney-in-fact by the contractor to collect and receive from the Republic any and all amounts which may be due to said contractor from the Republic in connection with the construction of the aforesaid school buildings. The contractor (principal) demanded and collected from te Republilc. Plaintiff brought an action against the Republic when it did not get paid for the supplies. Issue: WON plaintiff may bring a collection suit agains the Republic on the basis of a power of attorney granted to it by the contractor.

Ruling: No. While the plaintiff may be the contractor's agent in the collection of whatever amounts may be due the contractor, the agency had apparently been revoked impliedly under Artlice 1920 in relation to article 1924 by virtue of the principal's act of dealing directly with the republic.

Dy Buncio & Co. Inc v Ong Guan Can Facts: Ong Guan Can jr. as agent of Ong Guan Can, cold the rice mill and camarin to Juan Tong and Pua Giok Eng. The copy of the deed of sale and power of attorney were recorded in the register of deeds of Capiz. Dy Buncio & Co, Inc. was a creditor of Ong Guan Can who secured a judgment against the latter for a sum of money. Dy Buncio & Co, Inc. wants to levy the property to satisfy the money judgment. Issue: Whether or not the property was alienated and therefore no longer subject to attachment, levy and execution. Ruling: The deed of sale was invalid as the power of attorney given did not include the power to sell/alienate the property in question. The property therefore still belongs to the judgment debtor and is subject to levy and execution.