PHILPOTTS v.

PHIL MANUFACTURING CORPORATION

FACTS: Philpotts is a stockholder in the PMC who seeks to obtain a writ of mandamus to
compel respondents to permit him, in person or by some authorized agent, to inspect and
examine the records of the business transactions of the company. The company interposed a
demurrer.
ISSUE. Whether the right which the law concedes to a stockholder to inspect the records can
be exercised by a proper agent or attorney.
RULING: YES. The said right can be exercised either by himself or by any proper representative
or attorney in fact, and either with or without the attendance of the stockholder. This is in
conformity with the general rule that what a man may do in person, he may do through
another.
Though it may be true that there are some things that a corporation may undoubtedly keep
secret notwithstanding the right of inspection given by law to a stockholder, there is nothing in
the petition which would indicate that the petitioner is seeking to discover anything which the
corporation is entitled to keep secret.
The possession of the right in question would be futile if the possessor of it, through lack of
knowledge necessary to exercise it, would be debarred the right of procuring in his behalf the
services of one who could exercise it.

ORIENT AIR SERVICES v. COURT OF APPEALS

FACTS: Orient Air and American Air entered into a General Sales Agency whereby American Air
authorized Orient Air to act as its exclusive general sales agent within the Philippines for the
sale of air passenger transportation.
In 1981, alleging that Orient Air had reneged on its obligations under the Agreement by failing
to promptly remit the net proceeds, American Air undertook the collection of the proceeds of
tickets originally sold by the Orient Air and terminated the Agreement. American Air also
instituted a suit against Orient Air for Accounting with Preliminary Attachment, Mandatory
Injunction and Restraining Order. In its Answer, Orient Air denied the allegations and the CFI
ruled in its favor.
A part of the CFIs decision orders the American Air to reinstate Orient Air as its general sales
agent for passenger transportation. This portion of the CFIs Decision was affirmed by the Court
of Appeals.
ISSUE: Whether the appellate court erred in affirming the CFIs Decision to order American Air
to reinstate Orient Air as its general sales agent.
RULING: YES. Said portion of the decision, in effect, compels American Air to extend its
personality to Orient Air. Such would be violative of the principles of the essence of agency,
defined by law as contract whereby a person binds himself to render some service or to do
something in representation or on behalf of another, WITH THE CONSENT OR AUTHORITY OF
THE LATTER. Such consent must not, in any way, be compelled by any law or by any court.

DOLES v. ANGELES
FACTS: Petitioner Doles disclosed that she borrows money in behalf of her friends from
respondent Angeles who also disclosed the fact that she has a principal financier (one Arsenio

Pua). All transactions were made by and between petitioner and respondent only. The
borrowers who are Doles friends never really met the principal financier.
ISSUE: Whether petitioner and respondent are considered to be agents for the borrowers and
the financier, respectively.
RULING: YES.
The fact that the supposed friends of petitioner, the actual borrowers, did not present
themselves to respondent Angeles does not negate the agency relationship. It is sufficient that
petitioner disclosed to the respondent that the former was acting in behalf of her principals, her
friends whom she referred to the respondent.
For agency to arise, it is not necessary that the principal personally encounter the third person
with whom the agent interacts. The law, in fact, contemplates, and to a great degree,
impersonal dealings where the principal need not personally know or meet the third person
with whom her agent interacts: precisely, the purpose of agency is to extend the personality of
the principal through the facility of the agent. It does not matter if their respective principals do
not actually or personally know each other.
Also, the manner in which the parties designate the relationship is not controlling. If an act
done by one person in behalf of another is in tis essential nature, one of agency, the former is
the agent of the latter notwithstanding that he or she is not so called. It will be an agency
whether the parties understood the exact nature of the relation or not.

PHILEX MINING CORP. V. COMMISSIONER OF INTERNAL REVENUE

FACTS: Pettioner Philex Mining entered into an agreement with Baguio Gold Mining Company
for the former to manage and operate the latters mining claim, known as Sto. Nino mine. The
parties agreement was denominated as Power of Attorney. In said instrument, Philex Minings
compensation shall be 50% of the net profit of the Sto. Nino project.
Philex Mining made advances of cash and property. However, the mine suffered continuing
losses over the years which resulted to the Philex Minings withdrawal as manager. Thereafter,
the parties executed a Compromise with Dation in Payment wherein Baguio Gold admitted
indebtedness to petitioner Philex and agreed to pay the same.
ISSUE: Whether the agreement of the parties in the Power of Attorney constitutes
partnership.
RULING: YES.
An examination of "Power of Attorney" reveals that a partnership or joint venture was indeed
intended by the parties. Under a contract of partnership, two or more persons bind themselves
to contribute money, property, or industry to a common fund, with the intention of dividing the
profits among themselves.
Perusal of the agreement denominated as the "Power of Attorney" indicates that the parties had
intended to create a partnership and establish a common fund for the purpose. They also had a
joint interest in the profits of the business as shown by a 50-50 sharing in the income of the
mine.
Petitioners "compensation" under paragraph 12 of the agreement actually constitutes its share
in the net profits of the partnership. Indeed, petitioner would not be entitled to an equal share
in the income of the mine if it were just an employee of Baguio Gold.

"Power of Attorney" is the instrument that is material in determining the true nature of the
business relationship between petitioner and Baguio Gold. Before resort may be had to the two
compromise agreements, the parties contractual intent must first be discovered from the
expressed language of the primary contract under which the parties business relations were
founded.