18. Sevilla vs CA and Tourist World Service, et al.

Lina Sevilla and Tourist World Service (TWS) entered into a contract whereby Sevilla will run the
newly opened branch of TWS. That Sevilla will receive 4% of sold fares and 3% to TWS. They
agreed that Sevilla will pay the rentals of the branch office.
The dispute happened when TWS received an information that Sevilla was connected with the
rival firm and since the branch office was losing, TWS considered closing down the office.
Mr. Canilao, secretary of TWS, padlocked the premises then a complaint was filed by Sevilla for
the issuance of mandatory preliminary injunction against TWS.
TWS contended that Sevilla was a mere employee.
On the other hand, Sevilla contended that the contract between them was one of a joint
venture.

Issue:

WON the contract between TWS and Sevilla was one of partnership?

Held:

In rejecting Tourist World Service, Inc.'s arguments however, we are not, as a consequence, accepting
Lina Sevilla's own, that is, that the parties had embarked on a joint venture or otherwise, a partnership.
And apparently, Sevilla herself did not recognize the existence of such a relation. In her letter of
November 28, 1961, she expressly 'concedes your [Tourist World Service, Inc.'s] right to stop the
operation of your branch office in effect, accepting Tourist World Service, Inc.'s control over the
manner in which the business was run. A joint venture, including a partnership, presupposes generally a
of standing between the joint co-venturers or partners, in which each party has an equal proprietary
interest in the capital or property contributed and where each party exercises equal rights in the
conduct of the business. furthermore, the parties did not hold themselves out as partners, and the
building itself was embellished with the electric sign "Tourist World Service, Inc. in lieu of a distinct
partnership name.

19. National Rice Corp vs CA and Davao Merchandising Corp.,

National Rice Corp. (NARIC) and Davao Merchandising Corp. (DAMERCO) entered into a contract
whereby DAMERCO will act as agent of NARiC in exporting the quantity and kind of corn and rice
and importing the collateral goods that will be imported thru barter on a back to back letter of
credit or no-dollar remittance basis.
Because of the change of administration in the government, barter transactions were
suspended. Hence, DAMERCO was not able to import the remaining collateral goods.
NARIC filed a case against DAMERCO for recovery of a sum of money representing the balance
of the value of corn and rice exported by DAMERCO.
NARIC contended that DAMERCO was a buyer and not an agent.
Issue:
WON DAMERCO was an agent or a buyer of goods.

HELD:

DAMERCO was an agent of NARIC.

DAMERCO could not get paid unless the commodities were imported and DAERCO was not exporting
and importing on its own but as agent of the plaintiff, because it is the latter alone which could export
and import on barter basis according to its charter. Thus, unless DAMERCO was made an agent of the
plaintiff , the former could not export the corn and rice nor import at the same time the collateral
goods. This was precisely the intention of the parties.

20. San Diego vs Nombre

Nombre was constituted as the judicial administrator of intestate estate.

He leased one of the properties of the estate, a fishpond, to Pedro Escanlar for a period of 3
years.
Later, Nombre was removed as administrator by the order of the court and substituted by
Campillanos.
While pending appeal of Nombre's removal as judicial administrator, Campillanos filed a motion
asking for authority to execute a lease contract of the same fishpond in favor of the petitioner
San Diego.
Petitioner challenged the validity of lease contract between Nombre and Escanlar. He
contended that No. 8 of Article 1878 is the limitation to the right of a judicial administrator to
lease real property without prior court authority and approval.

Issue:

WON Article 1878 apply in the present case?

Held:

No.

We believe that the Court of Appeals was correct in sustaining the validity of the contract of lease in
favor of Escanlar, notwithstanding the lack of prior authority and approval.
The law and prevailing jurisprudence on the matter militates in favor of this view. While it may be
admitted that the duties of a judicial administrator and an agent (petitioner alleges that both act in
representative capacity), are in some respects, identical, the provisions on agency (Art. 1878, C.C.),
should not apply to a judicial administrator. A judicial administrator is appointed by the Court. He is not
only the representative of said Court, but also the heirs and creditors of the estate (Chua Tan v. Del
Rosario, 57 Phil. 411). A judicial administrator before entering into his duties, is required to file a bond.
These circumstances are not true in case of agency. The agent is only answerable to his principal. The
protection which the law gives the principal, in limiting the powers and rights of an agent, stems from
the fact that control by the principal can only be thru agreements, whereas the acts of a judicial
administrator are subject to specific provisions of law and orders of the appointing court. The
observation of former Chief Justice Moran, as quoted in the decision of the Court of Appeals, is indeed
sound, and We are not prone to alter the same, at the moment.

21. Macke vs Camps

Macke and Chandler sold to Camps various bills of good amounting to P351.50 and delivered to
Camps' place "Washington Cafe".
The goods were ordered by Ricardo Flores, who represented himself to be the agent of Camps.
Flores partially paid Macke but the remaining balance remained unpaid.
FLores cannot pay Macke because he does not have necessary funds on hand because his
principal, Camps, was in a prolonged visit in the provinces
Camps contended that he did not ordered the goods, thus, he is not responsible to unpaid
balance of Flores.
One of the evidence presented against Camps was the lease contract where Flores signed the
contract indicating next to his name that he is a "managing agent".

Issue:

WON Flores was an agent of Camps?

Held:

Yes.

The contract introduced in evidence sufficiently establishes the fact that the defendant was the owner
of business and of the bar, and the title of "managing agent" attached to the signature of Flores which
appears on that contract, together with the fact that, at the time the purchases in question were made,
Flores was apparently in charge of the business, performing the duties usually entrusted to managing
agent, leave little room for doubt that he was there as authorized agent of the defendant. One who
clothes another apparent authority as his agent, and holds him out to the public as such, can not be
permitted to deny the authority of such person to act as his agent, to the prejudice of innocent third
parties dealing with such person in good faith and in the following preassumptions or deductions, which
the law expressly directs to be made from particular facts, are deemed conclusive.

22. Del Rosario vs Abad

Tiburcio del Rosario was granted a parcel of land via Homestead patent in 1937. Within the
prohibitive period of 5 years, he mortgaged said property to Primitivo Abad. Del Rosario also
executed an "Irrevocable Special Power of Attorney coupled with interest" authorizing Primitivo
to sell and convey the land.
Del Rosario died on December 1945.
On June 1947, Primitivo Abad sold the land to his son Teodorico.

Issue:
WON the sale of land to Teodorico was valid?

Held:

No.

As the agency was not coupled with an interest, it was terminated upon the death of Tiburcio del
Rosario, the principal.

A mere statement in the power of attorney that it is coupled with an interest is not enough. In what
does such interest consist must be stated in the power of attorney. The fact that Tiburcio del Rosario,
the principal, had mortgaged the improvements of the parcel of land to Primitivo Abad, the agent, is not
such an interest as could render irrevocable the power of attorney executed by the principal in favor of
the agent.

23. De Salvatierra vs Judge Lorenzo Garlitos and Segundino Refuerzo

Manuela Vda de Salvatierra entered into a contract of lease with Philippine Fibers Producers
Co., Inc (PFPC).
PFPC was represented by its president Segundino Refuerzo.
The dispute happened when PFPC failed to comply with its obligations, thus de Salvatierra sued
PFPC.
The lower court ruled in favor of de Salvatierra and ordered the execution of judgment against
Refuerzo's property. Later, the LC granted the motion of Refuerzo that he cannot be held
personally liable to the execution of judgment because he is a mere agent of the corporation.
De Salvatierra argued that Refuerzo is personally liable because he made her believed that PFPC
was a legitimate corporation.

Issue:

WON Refuerzo can be held personally liable to the execution of judgment?

Held:

Yes.

As a genral rule, the corporation has a personality separate and distinct from its incorporators and as
such the incorporators cannot be held personally liable for the obligations of the corporation. However,
this doctrine is not applicable to unincorporated associations.
The reason behind this doctrine is obvious-since an organization which before the law is non-existent
has no personality and would be incompetent to act and appropriate for itself the powers and attribute
of a corporation as provided by law; it cannot create agents or confer authority on another to act in its
behalf; thus, those who act or purport to act as its representatives or agents do so without authority and
at their own risk.