PALMA VS CRISTOBAL

FACTS: A parcel of a land located in Quesada Street, Tondo, Manila, covered by transfer
certificate of title No. 31073 of the Register of Deeds of Manila, issued in favor of petitioner Pablo
D. Palma, is the subject of contention between the parties.

Petitioner sought, at first, to eject respondent Eduardo Cristobal Reyes from the land in question
in a complaint filed with the Municipal Court of Manila. As respondent raised the question of
ownership, the complaint was dismissed, and petitioner filed with the Court of First Instance of
Manila the complaint which initiated this case, petitioner praying that he be declared the owner
of the land and that respondent be ordered to restore its possession and to remove his house
therefrom.

The complaint was dismissed and petitioner brought the case to the Court of Appeals, where he
again failed, the appealed judgment having been affirmed by a decision penned by Mr. Justice
Padilla, concurred in by Mr. Justice Jose G. Generoso and Mr. Justice Pedro Tuason.

The case is now before us on appeal by certiorari.

Petitioner alleged that the Court of Appeals erred in not holding the respondent estopped from
claiming that petitioner is not the absolute owner of the property in question because, after Luisa
Cristobal, petitioner's wife, died in 1922, instead of moving for the partition of the property,
considering specially that petitioner had promised such a partition at the deathbed of the
deceased, respondent appeared as attorney for petitioner and prayed that a new certificate of
title be issued in the name of said petitioner as the sole owner of the property.

Petitioner insisted with energy that respondent himself was a party to the fraud upon the court,
as guilty as petitioner himself, and that estops him from asserting that he is the co-owner of the
land involved herein.

ISSUE: W/N CA erred in not holding the respondent estopped from claiming that petitioner is not
the absolute owner of the property in question

HELD: No. There is no merit in petitioner's contention. The fact that respondent has been a
party to the deception which resulted in petitioner's securing in his name the title to a property
not belonging to him, is not valid reason for changing the legal relationship between the latter
and its true owners to such an extent as to let them lose their ownership to a person trying to
usurp it.

Respondent is not barred because his appearance as attorney for petitioner was not a
misrepresentation which would induce petitioner to believe that respondent recognized the
former as the sole owner of the property in controversy. The misrepresentation could deceive the
court and outsiders, because they were not aware of the understanding between the co-owners
that the property be registered in the name of petitioner. The Court of Appeals found, and the
finding is not now in issue, that petitioner was a party to the understanding and assumed the
role of an instrument to make it effective. Respondent's appearance, as attorney for petitioner in
1923, was a consequence of the understanding, and petitioner could not legitimately assume
that it had the effect of breaking or reversing said understanding.

VALERA VS VELASCO
FACTS: By virtue of the powers of attorney, Exhibits X and Z, executed by the plaintiff on April
11, 1919, and on August 8, 1922, the defendant was appointed attorney-in-fact of the said
plaintiff with authority to manage his property in the Philippines, consisting of the usufruct of a
real property located of Echague Street, City of Manila.

The defendant accepted both powers of attorney, managed plaintiff's property, reported his
operations, and rendered accounts of his administration; and on March 31, 1923 presented
exhibit F to plaintiff, which is the final account of his administration for said month, wherein it
appears that there is a balance of P3,058.33 in favor of the plaintiff.

The liquidation of accounts revealed that the plaintiff owed the defendant P1,100, and as
misunderstanding arose between them, the defendant brought suit against the plaintiff, civil
case No. 23447 of this court. Judgment was rendered in his favor on March 28, 1923, and after
the writ of execution was issued, the sheriff levied upon the plaintiff's right of usufruct, sold it at
public auction and adjudicated it to the defendant in payment of all of his claim.

Subsequently, on May 11, 1923, the plaintiff sold his right of redemption to one Eduardo
Hernandez, for the sum of P200 (Exhibit A). On September 4, 1923, this purchaser conveyed the
same right of redemption, for the sum of P200, to the plaintiff himself, Federico Valera (Exhibit
C).

After the plaintiff had recovered his right of redemption, one Salvador Vallejo, who had an
execution upon a judgment against the plaintiff rendered in a civil case against the latter, levied
upon said right of redemption, which was sold by the sheriff at public auction to Salvador Vallejo
for P250 and was definitely adjudicated to him. Later, he transferred said right of redemption to
the defendant Velasco. This is how the title to the right of usufruct to the aforementioned
property later came to vest the said defendant.

ISSUE: W/N The lower court erred in holding that one of the ways of terminating an agency is by
the express or tacit renunciation of the agent

HELD: NO.

Art. 1732. Agency is terminated:

1. By revocation;
2. By the withdrawal of the agent;
3. By the death, interdiction, bankruptcy, or insolvency of the principal or of the agent.

And article 1736 of the same Code provides that:

Art. 1736. An agent may withdraw from the agency by giving notice to the principal. Should the
latter suffer any damage through the withdrawal, the agent must indemnify him therefore, unless
the agent's reason for his withdrawal should be the impossibility of continuing to act as such
without serious detriment to himself.

Briefly, then, the fact that an agent institutes an action against his principal for the recovery of
the balance in his favor resulting from the liquidation of the accounts between them arising from
the agency, and renders and final account of his operations, is equivalent to an express
renunciation of the agency, and terminates the juridical relation between them.
If, as we have found, the defendant-appellee Miguel Velasco, in adopting a hostile attitude
towards his principal, suing him for the collection of the balance in his favor, resulting from the
liquidation of the agency accounts, ceased ipso facto to be the agent of the plaintiff-appellant

CUI VS CUI

FACTS: The Hospicio de San Jose de Barili, is a charitable institution established by the spouses
Don Pedro Cui and Dona Benigna Cui for the care and support, free of charge, of indigent
invalids, and incapacitated and helpless persons. It acquired corporate existence by legislation
(Act No. 3239). Sec. 2 of the Act gave the initial management to the founders jointly and, in case
of their incapacity or death, to such persons as they may nominate or designate, in the order
prescribed to them. (embodied in Sec. 2 of the spouses deed of donation)

Plaintiff Jesus Ma. Cui and defendant Antonio Ma. Cui are brothers, being the sons of Mariano Cui,
one of the nephews of the spouses Don Pedro and Dona Benigna Cui. In 1960, the then
incumbent administrator of the Hospicio, resigned in favor of Antonio Cui pursuant to a
convenio entered into between them that was embodied on a notarial document. Jesus Cui,
however had no prior notice of either the convenio or of his brothers assumption of the
position.

Upon the death of Dr. Teodoro Cui, Jesus Cui wrote a letter to his brother Antonio, demanding that
the office be turned over to him. When the demand was not complied, Jesus filed this case. Lower
court ruled in favor of Jesus.

ISSUE: Who is best qualified as administrator for the Hospicio?

HELD: Antonio should be the Hospicios administrator.

Jesus is the older of the two and under equal circumstances would be preferred pursuant to sec.2
of the deed of donation. However, before the test of age may be, applied the deed gives
preference to the one, among the legitimate descendants of the nephews named, who if not a
lawyer (titulo de abogado), should be a doctor or a civil engineer or a pharmacist, in that order;
or if failing all theses, should be the one who pays the highest taxes among those otherwise
qualified.

Jesus Ma. Cui holds the degree of Bachelor of laws but is not a member of the Bar, not having
passed the examinations. Antonio Ma. Cui, on the other hand, is a member of the Bar and
although disbarred in 1957, was reinstated by resolution, about two weeks before he assumed
the position of administrator of the Hospicio.

The term titulo de abogado means not mere possession of the academic degree of Bachelor of
Laws but membership in the Bar after due admission thereto, qualifying one for the practice of
law. A Bachelors degree alone, conferred by a law school upon completion of certain academic
requirements, does not entitle its holder to exercise the legal profession. By itself, the degree
merely serves as evidence of compliance with the requirements that an applicant to the
examinations has successfully completed all the prescribed courses, in a law school or
university, officially approved by the Secretary of Education.
The founders of the Hospicio provided for a lwayer, first of all, because in all of the works of an
administrator, it is presumed, a working knowledge of the law and a license to practice the
profession would be a distinct asset.

Under this criterion, the plaintiff Jesus is not entitled as against defendant, to the office of
administrator. Reference is made to the fact that the defendant Antonio was disbarred (for
immorality and unprofessional conduct). However, it is also a fact, that he was reinstated before
he assumed the office of administrator. His reinstatement is recognition of his moral
rehabilitation, upon proof no less than that required for his admission to the Bar in the first place.
Also, when defendant was restored to the roll of lawyers the restrictions and disabilities resulting
from his previous disbarment were wiped out.

ALLIED FREE WORKERS VS COMPANIA MARITAMA

This is a consolidation of 3 cases involving both parties

Respondent Compania Maritima (MARITIMA), a local corp. engaged in shipping entered into a
contract for lease of services with petitioner Allied Free Workers Union (AFWU), a duly registered
legitimate labor union. In the contract, it was stipulated that AFWU will do and perform all the
work of stevedoring and arrastre services of all vessels or boats of MARITIMA in Iligan City; that
the contract is good and valid for 1 month starting Aug.12, 1952, but may be renewed by
agreement of the parties with the reservation that MARITIMA has the right to revoke said
contract even before the expiration of the term, if and when AFWU fails to render good service.

Towards the end of 1953, MARITIMA complained to AFWU of unsatisfactory and inefficient
service. To remedy the situation, MARITIMA was forced to hire extra laborers from among stand-
by workers not affiliated to any union.

On July 1954, AFWU sent a written proposal to MARITIMA for a CBA, but the latter did not reply.
Thereafter, AFWU instituted an action in the CIR praying that it be certified as the sole and
exclusive bargaining unit composed of all the laborers doing arrastre and stevedoring work for
MARITIMA, to which action MARITIMA answered, alleging lack of EREE relationship. On Aug.1954,
MARITIMA informed AFWU of the termination of the contract because of the inefficient service
rendered by the latter which had adversely affected its business. The termination was to take
effect as of Sept.1, 1954. MARITIMA then contracted with the Iligan Stevedoring Union for the
arrastre and stevedoring work. The latter agreed to perform the work subject to the same terms
and conditions of the contract with AFWU. The new agreement was to be carried out on Sept.1,
1954.

On Aug.26, 1954, AFWU charged MARITIMA of unfair labor practices (ULPs) before the CIR.
MARITIMA answered, again denying the ER-EE relationship between the parties. On Sept.9, 1954,
MARITIMA filed an action to rescind the contract, enjoin AFWU members from doing arrastre and
stevedoring work in connection with its vessels, and for recovery of damages against AFWU and
its officers. The CFI ordered the rescission of the contract and permanently enjoined AFWU
members from performing work in connection with MARITIMAs vessels.

AFWU was later able to secure a writ of preliminary injunction ordering the maintenance of the
status quo prior to Jan.6, 1961. Thus, after Jan.18, 1961, AFWU laborers were again back doing
the same work as before.

On Nov.4, 1963, after almost 10 years, the CFI finally rendered its decision: In pursuance of the
provisions of Sec.12 of R.A. 875 and the Rules of this court on certification election, the
Honorable Secretary of Labor or any of his authorized representative is hereby requested to
conduct certification election among all the workers and/or stevedores working in the wharf of
Iligan City who are performing stevedoring and arrastre service aboard Compania Maritima
vessels docking at Iligan City port in order to determine their representative for collective
bargaining with the employer, whether these desire to be represented by the petitioner Allied
Free Workers Union or neither; and upon termination of the said election, the result thereof shall
forthwith be submitted to this court for further consideration. From this ruling, both parties
appealed, AFWU claiming that it should be declared outright as the majority union while
MARITIMA contends that said court could not even have correctly ordered a certification election
considering that there was an absence of ER-EE relationship between it and said laborers.

ISSUE: WON the order of a certification election by the CIR was proper

HELD: NO. Before a certification election can be held, there must exist an EMPLOYER-EMPLOYEE
relationship between Compania Maritamna and the petitioner union. The duty to bargain
collectively exists only between the employer and its employees. Where there is no duty to
bargain collectively, it is not proper to hold certification elections in connection therewith. The
CIR observed that after the rescission, the AFWU laborers continued working in accordance with
the cabo system, which was the prevailing custom in the place. Under this system, the union
was an independent contractor. The CIR also made a finding that prior to the contract between
MARITIMA and AFWU, the former had an oral arrastre and stevedoring agreement with another
union, the Iligan Laborers Union (ILU), which agreement was also based on the cabo system.
After unsatisfactory service, MARITIMA cancelled this oral contract and entered into a new
contract with AFWU, the terms and conditions of which were similar to the oral contract with ILU.
The written contract between AFWU and MARITIMA was signed under the assurance by AFWU
that the same arrangement previously had with the former union regarding performance and
execution of arrastre and stevedoring contract be followed in accordance with the custom of
such kind of work in Iligan. Thus, petitioner union operated as a labor contractor under the so-
called cabo system.

In determining the existence of employer-employee relationship, the following elements are

generally considered, namely: (1) the selection and engagement of the employees; (2) the
payment of wages; (3) the power of dismissal; and (4) the power to control the employee's
conduct although the latter is the most important element (35 Am. Jur. 445). The clear
implication is that if the defendant has no power of "control" which, is the most important
element there is no employer-employee relationship.

2. ID.; ID.; CASE AT BAR. There is no direct employment relationship between MARITIMA and
the laborers. The latter have no separate, individual contracts with MARITIMA. In fact, the court a
quo found that it was AFWU that hired them. Their only possible connection with MARITIMA is
through AFWU which contracted with the latter. Hence, they could not possibly be in a better
class than AFWU which dealt with MARITIMA (

FAR EASTERN EXPORT & IMPORT CO vs. LIM TECK SUAN

FACTS: This is a petition for certiorari to review a decision of the Court of Appeals dated
September 25, 1953, reversing the decision of the Court of First Instance of Manila, and
sentencing the defendant-petitioner Far Eastern Export & Import Co. later referred to as export
company, to pay the plaintiff-respondent Lim Teck Suan later to be referred to as Suan, the sum
of P11,4476.60, with legal interest from the date of the filing of the complaint and to pay the
costs.

As to the facts and the issue in the case we are reproducing the findings of the Court of Appeals,
which findings are binding on this Tribunal in case of similar appeals:
Sometime in November, 1948, Ignacio Delizalde, an agent of the Far Eastern Export & Import
Company, went to the store of Lim Teck Suan situated at 267 San Vicente Street, Manila, and
offered to sell textile, showing samples thereof, and having arrived at an agreement with
Bernardo Lim, the General Manager of Lim Teck Suan, Delizalde returned on November 17 with
the buyer's order, Exhibit A, already prepared

In accordance with said Exhibit A, plaintiff established a letter of credit No. 6390 (Exhibit B) in
favor of Frenkel International Corporation through the Hongkong and Shanghai Bangking
Corporation, attached to the agreed statement of facts. On February 11, 1949, the textile arrived
at Manila on board the vessel M. S. Arnold Maersk, covered by bill of lading No. 125 (Exhibit C),
Invoice No. 1684-M (Exhibit D) issued by Frenkel International Corporation direct to the plaintiff.
The plaintiff complained to the defendant of the inferior quality of the textile received by him and
had them examined by Marine Surveyor Del Pan & Company. Said surveyor took swatches of the
textile and had the same analyzed by the Institute of Science (Exhibit E-1) and submitted a
report or survey under date of April 9, 1949 (Exhibit E). Upon instructions of the defendants
plaintiff deposited the goods with the United Warehouse Corporation (Exhibits H, H-1 to H-6. As
per suggestion of the Far Eastern Export and Import Company contained in its letter dated June
16, 1949, plaintiff withdrew from the United Bonded Warehouse, Port Area, Manila, the fifteen
cases of Ashtone Acetate and Rayon Suiting for the purpose of offering them for sale which
netted P11,907.30. Deducting this amount from the sum of P23,686.96 which included the
amount paid by plaintiff for said textile and the warehouse expenses, a difference of P11,476.66
is left, representing the net direct loss.

The defense set up is that the Far Eastern Export and Import Company only acted as a broker in
this transaction; that after placing the order the defendants took no further action and the cargo
was taken directly by the buyer Lim Teck Suan, the shipment having been made to him and all
the documents were also handled by him directly without any intervention on the part of the
defendants; that upon receipt of Lim Teck Suan's complaint the defendants passed it to its
principal, Frenkel International Corporation, for comment, and the latter maintained that the
merchandise was up to standard called for.

ISSUE: W/N transaction is an agency.

HELD: Where the agreement speaks of the items (merchandise) therein involved as sold and the
sale was even confirmed by the export company, the agents U.T. Co. and S. without expressly
indicating or revealing their principals, there was no privity of contract between the buyers S.
and V. and the suppliers F.I.C. and A.J.W. C., respectively, no commission or monetary
consideration was paid or agreed to be paid by the buyers to the export company and the U.T.
Co., proof that there was no agency or borkerage and that the profit the latter undoubtedly the
difference between the price listed to the buyers and the net special price quoted to the sellers,
by the suppliers. the transaction entered into is one of purchase and sale.

PRINCIPAL AND AGENT; AGENT OF FOREIGN COMPANY MAY NOT ACT AS AGENT OF LOCAL
BUYERS. Where a foreign company has an agent here selling its goods and merchandise, that
same agent could not very act as agent for local buyers, because the interests of his foreign
principal and those of the buyers would be in direct conflict. He could not serve two masters at
the same time.

NIELSON&CO VS LEPANTO CONSOLIDATED MINING CO.

FACTS: An operating agreement was executed before World War II (on 30 January 1937) between
Nielson & Co. Inc. and the Lepanto Consolidated Mining Co. whereby the former operated and
managed the mining properties owned by the latter for a management fee of P2,500.00 a month
and a 10% participation in the net profits resulting from the operation of the mining properties,
for a period of 5 years.

In the latter part of 1941, the parties agreed to renew the contract for another period of 5 years,
but in the mean time, the Pacific War broke out in December 1941.

In January 1942 operation of the mining properties was disrupted on account of the war. The mill,
power plant, supplies on hand, equipment, concentrates on hand and mines, were destroyed.
The Japanese forces thereafter occupied the mining properties, operated the mines during the
continuance of the war.

After the mining properties were liberated from the Japanese forces, LEPANTO took possession
thereof and embarked in rebuilding and reconstructing the mines and mill. On 26 June 1948 the
mines resumed operation under the exclusive management of LEPANTO.

Shortly after the mines were liberated from the Japanese invaders in 1945, a disagreement arose
between NIELSON and LEPANTO over the status of the operating contract which as renewed
expired in 1947. Under the terms thereof, the management contract shall remain in suspense in
case fortuitous event or force majeure, such as war or civil commotion, adversely affects the
work of mining and milling.

On 6 February 1958, NIELSON brought an action against LEPANTO to recover certain sums of
money representing damages allegedly suffered by the former in view of the refusal of the latter
to comply with the terms of a management contract.

The Trial Court dismissed the complaint.

The Supreme Court reversed the decision. It held that the war suspended the contract by virtue
of the force majeure clause. And that the intention of the parties regarding the meaning and
usage concerning the force majeure clause meant the extension of the same for a period
equivalent to the suspension.

In this motion for reconsideration, LEPANTO advances a new theory. It now asserts that the
management contract in question is a contract of agency such that it has the right to revoke and
terminate the said contract, as it did terminate the same, under the law of agency, and
particularly pursuant to Article 1733 of the Old Civil Code (Article 1920 of the New Civil Code).

ISSUE: W/N the management contract is a contract of agency or a contract of lease of services.

HELD: Contract of lease of services

Contract of Agency v Contract of Lease of Services:

Article 1709 of the Old Civil Code, defining contract of agency, provides that "By the contract of
agency, one person binds himself to render some service or do something for the account or at
the request of another."

Article 1544, defining contract of lease of service, provides that "In a lease of work or services,
one of the parties binds himself to make or construct something or to render a service to the
other for a price certain."

It is true that the management contract provides that Nielson would also act as purchasing agent
of supplies and enter into contracts regarding the sale of mineral, but the contract also provides
that Nielson could not make any purchase, or sell the minerals, without the prior approval of
Lepanto. It is clear, therefore, that even in these cases Nielson could not execute juridical acts
which would bind Lepanto without first securing the approval of Lepanto. Nielson, then, was to
act only as an intermediary, not as an agent.

From the provision of paragraph XI of the management contract, Lepanto could not terminate the
agreement at will. Lepanto could terminate or cancel the agreement by giving notice of
termination ninety days in advance only in the event that Nielson should prosecute in bad faith
and not in accordance with approved mining practice the operation and development of the
mining properties of Lepanto. Lepanto could not terminate the agreement if Nielson should cease
to prosecute the operation and development of the mining properties by reason of acts of God,
strike and other causes beyond the control of Nielson. The management contract in question is
not revocable at the will of Lepanto. It is not a contract of agency as defined in Article 1709 of
the old Civil Code, but a contract of lease of services as defined in Article 1544 of the same
Code. This contract can not be unilaterally revoked by Lepanto.