Eurotech Industrial Technologies vs.

Cuizon
G.R. No. 167552 Aril 2!" 2##7
$%NENTE& Chico-Nazario, J p
'ACT(&
Eurotech Industrial Technologies is a business engaged in importation and
distribution of various European industrial equipments for customers here in the
Philippines Impact !"stems !ales, a sole proprietorship o#ned b" Er#in Cuizon #ith
his brother Ed#in Cuizonas !ales $anager, is a customer of Eurotech %ne unit of
sludge pump #orth Php &'(,((( #as sold b" Eurotech to Impact !ales, for #hich
the latter made a do#npa"ment of Php '(,((( )o#ever, Eurotech refused to
deliver the sludge pump unless the debt #as settled Thus, respondent Ed#in and
*lberto de Jesus, the general manager of Eurotech, e+ecuted a ,eed of *ssignment
of -eceivables in favor of petitioner, #hich .assigns, transfers, conve"s unto the
assignee the said receivables from Toledo Po#er Corporation in the amount of Php
/0',((( #hich receivables the assignor is the la#ful recipient1 *llegedl",
respondents proceeded to collect from Toledo Po#er Compan" the amount of Php
/0',2/'&3 Petitioner made several demands upon respondent to pa" their
obligations, resulting in partial pa"ments b" the latter In a 4nal demand letter sent
to the respondents b" counsel of Eurotech, the total obligations stood at Php
&3',((( e+cluding interests and attorne"5s fees
I(()E&
6hether or not respondent Ed#in Cuizon e+ceeded his authorit" #hen he signed
the ,eed of *ssignment thereb" binding himself personall" to pa" the obligations to
petitioner
*E+,&
No, Ed#in Cuizon did not e+ceed his authorit" as agent of Er#in Cuizon in signing
the ,eed of *ssignment *rticle 2738 states that .The agent #ho acts as such is not
personall" liable to the part" #ith #hom he contracts, unless he e+pressl" binds
himself or e+ceeds the limits of his authorit" #ithout giving such part" su9cient
notice of his po#ers1 The article quoted above contemplates t#o scenarios: in the
4rst instance, the agent acts #ell #ithin his authorit" and is thus completel"
absolved of an" liabilit"; in the second, the agent himself e+pressl" binds himself or
e+ceeds his authorit" #ithout giving notice of his po#ers to the third person and is
therefore liable in his personal capacit" The ,eed of *ssignment clearl" states that
respondent Ed#in signed the same as the sales manager of Impact !"stems The
obligations of a !ales $anager being broad, the court e+plains that the position is
presumed to come #ith a grant of broad po#ers #ith #hich to conduct the business
of the principal, including entering into contracts that he deems reasonabl"
necessar" or requisite for the protection of the interests of his principal entrusted to
his management The ,eed of *ssignment #as an e+ercise of one the !ales
$anager5s obligations Thus, the court held that Ed#in Cuizon acted #ell #ithin his
authorit" #hen he signed the ,eed of *ssignment, and cannot be held personall"
liable for indebtedness to Eurotech