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Antonio Vazquez Issue: WON plaintiff. Borja entered into a contract with Vazquez in his
Vs
Francisco de Borja
Antonio Vazquez, petitioner vs. Francisco de Borja, respondent GR 48930
2/23/44
Francisco de Borja, petitioner vs. Antonio Vazquez, respondent GR 48931
2/23/44
Facts:
• Borja instituted this claim to recover 4,702.7 from 3 alleged causes from
Vazquez(co. acting president and manager) and Fernando Busuego(co.
treasurer).
• Jan, 1932 Vazquez and Busuego obligated themselves to sell to Borja 4,000
cavans of palay at P2.10/cavan. And they were able to receive the full,
paymkent of P8400 from Borja.
• Vazquez and Busuego were only able to deliver 2,488 cavans, equivalent to
P5,224.
• Borja cited 3 causes of action from his losses.:
1st :They then refused to deliver the balance of 1,512 cavans or P3,175.2 of the
money , after repeated demands from Borja.
2nd :Borja suffered damages of P1,000 from theiur refusal.
3rd : Borja had an additional P150 damages when Vazquez and Busuego refused
to return 1,510 of the unused sacks consigned to them for the 4,000
cavans)since only 2,488 was delivered and used).
• Vazquez denied the contract entered either with or without Busuego. He
alleges that the agreement was between Natividad-Vazquez Sabani Dev’t
(NVSD)Co. Inc. He was only an acting manager. He further claims his own
damages of P1000.
• RTC ruled that Vazquez should pay Borja(plaintiff) P3,175.2 plus sum of
P377.5 and legal interest. Busuego was then absolved.
• CA modified to reduce damages to come up with a total of P3,314.78 with
legal interest and cost.
• Then the defendant Vazquez filed for an MFR.
• CA ruled to set aside its decision and to remand the case.
• Vazquez filed for certiorari to review and reverse the CA.
• Borja filed for certiorari for CA to maintain decision.
• SC denied Borja’s filing for certiorari because the remanding was for his
benefit, to allow him opportunity to refute Vazquez’s contention.
• Anyway, the SC said this was an action on a contract. CA was wrong in the
case analysis.
• The SC then found the CA’s decision of remanding the case wrong. Since
they had no justification for ordering a new trial. The parties themselves
didn’t demand it.
• And the issue in the CA of WON the company had sufficient stock at the
time the appellant sold 1,500 cavans to another buyer(Kwong ah Poy) is
irrelevant to the real issue.
personal capacity or as manager of the NVSD Co. Inc. NO.
• The Sc said that the CA itself admitted that accdg. to preponderance of
evidence said that Vazquez acted as acting manger of the NVSD co. Inc.,
when he sold 4,000 cavans of palay.
• Then instead of remanding the case, the CA should have dismissed the
complaint because the real party which is the company is not included in the
case.
• Even the plaintiff’s argument that it was Vazquez contracted and who
received the money from Borja was invalid and insufficient that the
president of the corporation was personally liable.
Even if the corporation was an artificial being by law, the mere fact that it is
a legal fiction and only able to act through its agents, doesn’t make these
agents liable.
• The RTC and CA held Vazquez negligent, but they are wrong. They have
neglected to distinguish a contractual from an extra-contractual obligation.
• The fault under Art. 1101-1104 of the CC are those incidental to the
fulfillment or nonfulfillment of contractual obligation. While the fault or
negligence referred to in Art. 1902 is the culpa aquiliana of the civil law, w/c
gives rise to obligation independent of any contract.
• The fact that the corporation acting thru Vazquez even if he is negligent will
not make him liable whether principally or subsidiarily. SINCE IT WAS THE
CORPORATION’S CONTRACT, THEN IT IS LIABLE.
• So, if outsidew of the contract, Vazquez by a negligent act caused damage
to Borja, then he would be liable under Art.1902 CC. And Borja’s cause of
action must be culpa aquiliana and not contract. By then, Vazquez would
have been principally liable.
• As this was not alleged then the RTC could not have this in its jurisdiction.
WON the lower court’s refusal to entertain Vazuez’ s counterclaim for damagesin
the lower courts against Borja was wrong NO
Since the lower courts decided for Borja then naturally they wouldn’t grant
Vazquez’s counterclaim fro damages for bringing this suit to court. The court
found no sufficient reason to grant the claim. It didn’t warrant to his claim that
the suit was malicious and tortuous against him,
And although, from the legal point of view he wasn’t liable, the court said that it
was in his moral duty to at least see the contract through.
PAras, J. Dissenting
It was his refusal to deliver the remaining obligations that warrant his
negligence. But it was also his fault that his own negligence prevented the
fulfillment of the obligation. And when he made the sale, he knew the
corporation to be insolvent, and now dissolved. Since he owned a considerable
part of the corporation, then if he isn’t punished, then he will profit from his own
wrong.
U.S. v. Barias [23 SCRA 434 (1912)]
 Segundo Barias, motorman of Pasay Cervantes lines of Manila Electric Railroad & Light
Co., was convicted of homicide resulting from reckless negligence.
 Barias started his car from a standstill without looking over the track immediately in
front of the car to satisfy himself that it was clear and in so doing, he ran over and
killed a 2 year old girl, Fermina Jose.
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 TC found the defendant guilty of imprudencia temeraria (reckless negligence)

Issue: WON evidence shows such carelessness or want of ordinary care on the part of
the defendant as to amount to reckless negligence (imprudencia temeraria)
 Negligence - failure to observe, for the protection of the interests of another person,
that degree of care, precaution & vigilance which the circumstances justly demand,
whereby such other person suffers injury.
 Reckless negligence – failure to take such precautions or advance measures in the
performance of an act as the most common prudence would suggest whereby injury is
cause to persons or to property.
 Negligencia and imprudencia – he who has done everything on his part to prevent his
action from causig damage to another, although he has not succeeded in doing so,
notwithstanding his efforts, is the victim of an accident and cannot be responsible
 Temerario is one who omits with regard to his actions, which are liable to cause injury
to another, that care and diligence, that attention, which can be required of the least
careful, attentive, or diligent
 Negligence – want of the care required by the circumstances. It is a relative or
comparative (not absolute) term, & its application depends upon the situation if the
parties & the degree of care & vigilance which circumstances reasonably require.
 Thus, the question becomes, whether, under all the circumstances, and having in mind
the situation of the defendant when he put his car in motion and ran it over the child,
he was guilty of a failure to takes such precautions or advance measures as common
prudence would suggest.
 In the case at bar, given that the incident occurred in a public street in a densely
populated section of the city at a time (6am) when residents begin to move about, a
motorman of an electric street car was clearly charged with a high degree of diligence
in the performance of his duties. Thus, Barias did NOT exercise the degree of diligence
required of him. He failed to do his duty of satisfying himself that the track was clear,
and for that purpose, to look and to see the track just in front of his car before setting
his car again in motion.