SO PING BUN, petitioner, vs. COURT OF APPEALS, TEK HUA ENTERPRISING CORP. and MANUEL C. TIONG, respondents.

Tek Hua Trading Co., entered into lease agreements with lessor Dee C. Chuan & Sons Inc. (DCCSI).The contracts each had a one-year term and provides that should the lessee continue to occupy the premises after the term, the lease shall be on a month-to-month basis. When the contracts expired, the parties did not renew the contracts, but Tek Hua continued to occupy the premises. In 1976, Tek Hua Trading Co. was dissolved. Later, the original members of Tek Hua Trading Co. including Manuel C. Tiong, formed Tek Hua Enterprising Corp., herein respondent corporation. So Pek Giok's grandson, petitioner So Ping Bun, occupied the warehouse for his own textile business after the death of his grandfather, the managing partner of Tek Hua Trading. Lessor DCCSI sent letters addressed to Tek Hua Enterprises, informing of some increases in the rent. Enclosed were new contracts for signing and DCCSI noted that failure to accomplish such contract shall be deemed as lack of interest on the lessees part and termination of the lease. Private respondents did not answer any of these letters and the lease contracts were not rescinded. Private respondent now asked the petitioner to vacate the warehouse through a letter but the latter refused. Petitioner now executed a lease contract with DCCSI. In the suit for injunction, private respondents pressed for the nullification of the lease contracts between DCCSI and petitioner. The trial court ruled in favor of the private respondent and petitioners motion for reconsideration was denied. Hence, this petition. ISSUE: WHETHER THE APPELLATE COURT ERRED IN AFFIRMING THE TRIAL COURT'S DECISION FINDING SO PING BUN GUILTY OF TORTUOUS INTERFERENCE OF CONTRACT? HELD: There was tort interference in the case at bar as petitioner deprived respondent corporation of the latter's property right. However, nothing on record imputed malice on petitioner; thus, precluding damages. But although the extent of damages was not quantifiable, it does not relieve petitioner of the legal liability for entering into contracts and causing breach of existing ones. Hence, the Court confirmed the permanent injunction and nullification of the lease contracts between DCCSI and Trendsetter Marketing.

C. W. ROSENSTOCK, as administrator of the estate of H. W. Elser, plaintiff-appellant, vs. EDWIN BURKE, defendant-appellant. THE COOPER COMPANY, intervenor-appellee. The defendant owned a motor yacht with the selling it. This yacht was mortgaged to the Asia Banking Corporation to secure the payment of a debt of P100,000 which was due and unpaid since one year prior thereto, contracted by the defendant in favor of said bank of which Mr. Avery was then the manager. The plaintiff proposed to the defendant to make a voyage as a way of making an advertisement of the vessel. But as the yacht needed some repairs but the defendant said that he had no funds to make said repairs, so the plaintiff paid almost all their amount. It has been stipulated that the plaintiff was not to pay anything for the use of the yacht. After the voyage, the plaintiff believed that it was convenient to replace the engine of the yacht with a new one which would cost P20,000. On April 3, 1922, to obtain the loan for the replacement of the engine, they agreed on some

conditions to which the plaintiff agreed in writing stating: "In connection with the yacht Bronzewing, I am in position and am willing to entertain the purchase of it under the following terms: ." The defendant now demands on the plaintiff of the performance of the offer to purchase. Thereafter, the plaintiff brings this action against the defendant to recover the value of the repairs made on the yacht which he had paid for. As a defense, the defendant alleges that they agreed to have the plaintiff pay on these repairs as exchange for the gratuitous use of the yacht, and prays that he be absolved from the complaint. As a counterclaim he prays that the plaintiff be compelled to pay him one-half of the price of the canvas used in the repair of the yacht, which has not as yet been paid by the plaintiff. Furthermore, alleging that the plaintiff purchased the vessel in accordance with his letter of April 3, 1922, he prays as a cross-complaint that the plaintiff be compelled to comply with the terms of this contract and to pay damages in the sum of P10,000. ISSUE: Whether or not the letter was a definite offer to purchase. Whether or not it is a contract of sale valid and binding against the plaintiff. HELD: The plaintiff instead of using in his letter the expression I want to purchase, I offer to purchase, I am in position to purchase, or other similar language of easy and unequivocal meaning, used this other, I am in position and am willing to entertain the purchase of the yacht. The word "entertain" applied to an act does not mean the resolution to perform said, act, but simply a position to deliberate for deciding to perform or not to perform said act. Taking into account only the literal and technical meaning of the word "entertain," it seems to us clear that the letter of the plaintiff cannot be interpreted as a definite offer to purchase the yacht, but simply a position to deliberate whether or not he would purchase the yacht. It was but a mere invitation to a proposal being made to him, which might be accepted by him or not. The letter of the plaintiff not containing a definite offer but a mere invitation to an offer being made to him, the acceptance of the defendant placed at the bottom of this letter has no other meaning than that of accepting the proposition to make this offer, as must have been understood by the plaintiff.

PHILIP S. YU, petitioner, vs. THE HONORABLE COURT OF APPEALS. THE HONORABLE PRESIDING JUDGE, RTC OF MANILA, BRANCH XXXIV (34) and UNISIA MERCHANDISING CO., INC., respondents. Petitioner, the exclusive distributor of the House of Mayfair wall covering products in the Philippines, cried foul when his former dealer of the same goods, herein private respondent, purchased the merchandise from the House of Mayfair in England through FNF Trading in West Germany and sold said merchandise in the Philippines. Petitioner pressed the idea that he was practically by-passed and that private respondent acted in concert with the FNF Trading in misleading Mayfair into believing that the goods ordered by the trading firm were intended for shipment to Nigeria although they were actually shipped to and sold in the Philippines. Private respondent professed ignorance of the exclusive contract in favor of petitioner. Even then, private respondent responded by asserting that petitioner's understanding with Mayfair is binding only between the parties thereto. Both the court of origin and the appellate court rejected petitioner's thesis that private respondent was engaged in a sinister form of unfair competition within the context of Article 28 of the New Civil Code. Hence, the petition at bar. ISSUE:

Whether or not the appellate court correctly agree with the lower court. HELD: Injunction is the appropriate remedy to prevent a wrongful interference with contracts by strangers to such contracts where the legal remedy is insufficient and the resulting injury is irreparable Yes. The right to perform an exclusive distributorship agreement and to reap the profits resulting from such performance are proprietary rights which a party may protect which may otherwise not be diminished, nay, rendered illusory by the expedient act of utilizing or interposing a person or firm to obtain goods from the supplier to defeat the very purpose for which the exclusive distributorship was conceptualized, at the expense of the sole authorized distributor. The respondent court overlooked petitioner's suggestion that the House of Mayfair in England was duped into believing that the goods ordered through the FNF Trading were to be shipped to Nigeria only, but the goods were actually sent to and sold in the Philippines. This is akin to the scenario of a third person who induces a party to renege on or violate his undertaking under a contract, thereby entitling the other contracting party to relief therefrom.