Quiroga vs Parsons, G.R. No.
L-11491 defendant so preferred, and in these last two cases an additional discount was to be allowed
Subject: Sales, Doctrine: Contract of Agency to Sell vs Contract of Sale
Facts:
On Jan 24, 1911, plaintiff and the respondent entered into a contract making the latter an
“agent” of the former. The contract stipulates that Don Andres Quiroga, here in petitioner,
grants exclusive rights to sell his beds in the Visayan region to J. Parsons. The contract only
stipulates that J.Parsons should pay Quiroga within 6 months upon the delivery of beds.
Quiroga files a case against Parsons for allegedly violating the following stipulations: not to
sell the beds at higher prices than those of the invoices; to have an open establishment in
Iloilo; itself to conduct the agency; to keep the beds on public exhibition, and to pay for the
advertisement expenses for the same; and to order the beds by the dozen and in no other
manner. With the exception of the obligation on the part of the defendant to order the beds by
the dozen and in no other manner, none of the obligations imputed to the defendant in the two
causes of action are expressly set forth in the contract. But the plaintiff alleged that the
defendant was his agent for the sale of his beds in Iloilo, and that said obligations are implied
in a contract of commercial agency. The whole question, therefore, reduced itself to a
determination as to whether the defendant, by reason of the contract hereinbefore transcribed,
was a purchaser or an agent of the plaintiff for the sale of his beds.
Issue:
Whether the contract is a contract of agency or of sale.
Held:
order to classify a contract, due attention must be given to its essential clauses. In the contract
in question, what was essential, as constituting its cause and subject matter, is that the
plaintiff was to furnish the defendant with the beds which the latter might order, at the price
stipulated, and that the defendant was to pay the price in the manner stipulated. Payment was
to be made at the end of sixty days, or before, at the plaintiff’s request, or in cash, if the
for prompt payment. These are precisely the essential features of a contract of purchase and
sale. There was the obligation on the part of the plaintiff to supply the beds, and, on the part
of the defendant, to pay their price. These features exclude the legal conception of an agency
or order to sell whereby the mandatory or agent received the thing to sell it, and does not pay
its price, but delivers to the principal the price he obtains from the sale of the thing to a third
person, and if he does not succeed in selling it, he returns it. By virtue of the contract between
the plaintiff and the defendant, the latter, on receiving the beds, was necessarily obliged to
pay their price within the term fixed, without any other consideration and regardless as to
whether he had or had not sold the beds.
In respect to the defendant’s obligation to order by the dozen, the only one expressly imposed
by the contract, the effect of its breach would only entitle the plaintiff to disregard the orders
which the defendant might place under other conditions; but if the plaintiff consents to fill
them, he waives his right and cannot complain for having acted thus at his own free will.
For the foregoing reasons, we are of opinion that the contract by and between the plaintiff and
the defendant was one of purchase and sale, and that the obligations the breach of which is
alleged as a cause of action are not imposed upon the defendant, either by agreement or by
law.
Celestino vs CIR, 99 Phil. 841 August 31, 1956
Facts:
Celestino is the owner of Oriental Sash Factory. It paid 7% on the gross sales of their sales. In
1952, they began to pay only 3% tax. Petitioner claims that it does not manufacture ready-
made doors, sash and windows for the public, but only upon special orders from the
customers, hence, it is not engaged in manufacturing under sec 186, but only in sales of
services covered by sec 191. Having failed to convince BIR, petitioner went to the Court of
Tax Appeal where it also failed. CTA, in its decision, holds that the “petitioner has chosen for
its tradename and has offered itself to the public as a “Factory”, which means it is out to do
business, in its chosen lines on a big scale. As a general rule, sash factories receive orders for
doors and windows of special design only in particular cases but the bulk of their sales is
derived from a ready-made doors and windows of standard sizes for the average home.
Issue:
Whether the petitioner company provides special services or is engaged in manufacturing.
Ruling:
The Oriental Sash Factory is engaged in manufacturing. The company habitually makes sash,
windows and doors as it has been represented to the public.The fact that windows and doors
are made by it only when customers place their orders, does not alter the nature of the
establishment, for it is obvious that it only accepted such orders as called for the employment
of such material-moulding, frames, panels-as it ordinarily manufactured or was in a position
habitually to manufacture. The Oriental Sash Factory does nothing more than sell the goods
that it mass-produces or habitually makes; sash, panels, mouldings, frames, cutting them to
such sizes and combining them in such forms as its customers may desire.
CORNELIA MATABUENA vs. PETRONILA CERVANTES, L-2877 (38 SCRA 284)
FACTS:
In 1956, herein appellant’s brother Felix Matabuena donated a piece of lot to his
common-law spouse, herein appellee Petronila Cervantes. Felix and Petronila got married
only in 1962 or six years after the deed of donation was executed. Five months later, or
September 13, 1962, Felix died. Thereafter, appellant Cornelia Matabuena, by reason of
being the only sister and nearest collateral relative of the deceased, filed a claim over the
property, by virtue of an affidavit of self-adjudication executed by her in 1962, had the land
declared in her name and paid the estate and inheritance taxes thereon. The lower court of
Sorsogon declared that the donation was valid inasmuch as it was made at the time when
Felix and Petronila were not yet spouses, rendering Article 133 of the Civil Code
inapplicable.
ISSUE:
Whether or not the ban on donation between spouses during a marriage applies to a common-
law relationship.
HELD:
While Article 133 of the Civil Code considers as void a donation between the
spouses during marriage, policy consideration of the most exigent character as well as the
dictates of morality requires that the same prohibition should apply to a common-law
relationship.
As stated in Buenaventura vs. Bautista (50 OG 3679, 1954), if the policy of the law
is to prohibit donations in favor of the other consort and his descendants because of fear of
undue and improper pressure and influence upon the donor, then there is every reason to
apply the same prohibitive policy to persons living together as husband and wife without the
benefit of nuptials.
The lack of validity of the donation by the deceased to appellee does not
necessarily result in appellant having exclusive right to the disputed property. As a widow,
Cervantes is entitled to one-half of the inheritance, and the surviving sister to the other half.
Article 1001, Civil Code: Should brothers and sisters or their children survive with
the widow or widower, the latter shall be entitled to one-half of the inheritance and the
brothers and sisters or their children to the other half.