[G.R. No. 117356. June 19, 2000] VICTORIAS MILLING CO., INC., petitioner, vs.

COURT OF APPEALS and CONSOLIDATED SUGAR CORPORATION, respondents. QUISUMBING, J.:

Facts: St. Therese Merchandising (hereafter STM) regularly bought sugar from petitioner Victorias Milling Co., Inc. In the course of their dealings, petitioner issued several Shipping List/Delivery Receipts to STM as proof of purchases. Among these was SLDR No. 1214M, which gave rise to the instant case. SLDR No. 1214M covers 25,000 bags of sugar. The transaction it covered was a "direct sale." On October 25, 1989, STM sold to private respondent Consolidated Sugar Corporation (CSC) its rights in SLDR No. 1214M which issued one check dated October 25, 1989 and three checks postdated November 13, 1989 in payment. That same day, CSC wrote petitioner that it had been authorized by STM to withdraw the sugar covered by the SLDR. After 2,000 bags had been released, petitioner refused to allow further withdrawals of sugar. CSC thus inquired when it would be allowed to withdraw the remaining 23,000 bags. In its reply, petitioner said that it could not allow any further withdrawals of sugar because STM had already withdrawn all the sugar covered by the cleared checks. Petitioner also noted that CSC had represented itself to be STM's agent as it had withdrawn the 2,000 bags "for and in behalf" of STM. As a result, CSC filed a complaint for specific performance. Petitioner's primary defense a quo was that it was an unpaid seller for the 23,000 bags. It also contended that it had no privity of contract with CSC. The SLDRs prescribed delivery of the sugar to the party specified therein and did not authorize the transfer of said party's rights and interests. Issue: Whether or not the Court of Appeals erred in not ruling that CSC was an agent of STM and hence, estopped to sue upon SLDR No. 1214M as an assignee. Held: No. It is clear from Article 1868 that the basis of agency is representation. One factor which most clearly distinguishes agency from other legal concepts is control; one person - the agent agrees to act under the control or direction of another - the principal That the authorization given to CSC contained the phrase "for and in our (STM's) behalf" did not establish an agency. Ultimately, what is decisive is the intention of the parties. That no agency was meant to be established by the CSC and STM is clearly shown by CSC's communication to petitioner that SLDR No. 1214M had been "sold and endorsed" to it. The use of the words "sold and endorsed" means that STM and CSC intended a contract of sale, and not an agency. Hence, on this score, no error was committed by the respondent appellate court when it held that CSC was not STM's agent and could independently sue petitioner.

G.R. No. 151319

November 22, 2004

MANILA MEMORIAL PARK CEMETERY, INC., petitioner, vs. PEDRO L. LINSANGAN, respondent. FACTS: Sometime in 1984, Florencia Baluyot offered Atty. Pedro L. Linsangan a lot called Garden State at the Holy Cross Memorial Park owned by petitioner (MMPCI). According to Baluyot, a former owner of a memorial lot under Contract No. 25012 had opted to sell his rights subject to reimbursement of the amounts he already paid. The contract was for P95,000.00. Baluyot reassured Atty. Linsangan that once reimbursement is made to the former buyer, the contract would be transferred to him. Atty. Linsangan agreed and gave Baluyot P35,295.00 representing the amount to be reimbursed and to complete the down payment to MMPC, as evidenced by receipts issued by Baluyot. On 8 April 1985, Baluyot brought Contract No. 286, which indicated a contract price of P132, 250.00. Atty Linsangan objected to to the new contract price, but eventually signed by virtue of the letter issued by Baluyot, confirming that he would only pay the original price. As requested by Baluyot, he issued twelve (12) postdated checks of P1,800.00 each in favor of MMPCI, the other 12 on 29 April 1986. However, on 25 May 1987, Baluyot verbally advised Atty. Linsangan that Contract No. 28660 was cancelled, presenting to him another proposal for the purchase of an equivalent property. He refused and insisted on the previous undertaking. Thereafter, he filed a Complaint7 for Breach of Contract and Damages against MMPCI. MMPCI contended that Baluyot was not an agent but an independent contractor, and as such was not authorized to represent MMPCI or to use its name except as to the extent expressly stated in the Agency Manager Agreement. ISSUE: Whether or not MMPCI is estopped from denying this agency with Baluyot HELD: As properly found both by the trial court and the CA, Baluyot was an agent of MMPCI, having represented the interest of the latter, and having been allowed by MMPCI to represent it in her dealings with its clients/prospective buyers. Nevertheless, contrary to the findings of the CA, MMPCI cannot be bound by the contract procured by Atty. Linsangan and solicited by Baluyot. The Offer to Purchase duly signed by Atty. Linsangan, and accepted and validated by MMPCI showed a total list price of P132,250.00. That he and Baluyot had an agreement different from that contained in the Offer to Purchase is of no moment, and should not affect MMPCI, as it was obviously made outside Baluyot's authority. To repeat, Baluyot's authority was limited only to soliciting purchasers. She had no authority to alter the terms of the written contract provided by MMPCI. The document/letter "confirming" the agreement that Atty. Linsangan would have to pay the old price was executed by Baluyot alone. As noted by one author, the ignorance of a person dealing with an agent as to the scope of the latter's authority is no excuse to such person and the fault cannot be thrown upon the principal. In the instant case, it has not been established that Atty. Linsangan even bothered to inquire whether Baluyot was authorized to agree to terms contrary to those indicated in the written contract, much less bind MMPCI by her commitment with respect to such agreements.

G.R. No. 102784 April 7, 1997 ROSA LIM, petitioner, vs. COURT OF APPEALS AND PEOPLE OF THE PHILIPPINES, respondents. HERMOSISIMA, JR., J.: FACTS: Rose Lim arrived in Manila from Cebu City in October, 1987 with her friend Aurelia Nadera. On October 8, 1987, they went to the Williams Apartelle in Timog, Quezon City, where they met Victoria Suarez, a jewelry dealer. Lim was offered two pieces of jewelry by Suarez to wit: one (1) 3.35 carat diamond ring worth P169,000.00 and one (1) bracelet worth P170,000.00. The pieces were to be sold by Lim on commission. Accordingly, Lim signed a receipt prepared by Nadera On October 12, 1987, Lim informed Mrs. Suarez that she was no longer interested in the pieces of jewelry. Suarez instructed her to return them to Nadera instead, who would in turn give them back to her. Subsequently, Suarez, thru her counsel, sent Lim a demand letter asking for the return of the ring but Lim averred that she had already returned both ring and bracelet. Irked, Suarez filed a complaint for estafa against Rosa Lim. The trial court found Rosa Lim, guilt, and ordered her conviction. This was affirmed by the CA, hence this motion for reconsideration. ISSUE: W/N Lim can be held liable for Estafa for the delivery to a third person of the thing held in trust HELD: No. Generally, the delivery to a third person of the thing held in trust is not a defense in estafa. However, this rule has already been modified in subsequent cases. In People vs. Nepomuceno 9 andPeople vs. Trinidad, 10 it has been held that: In cases of estafa the profit or gain must be obtained by the accused personally, through his own acts, and his mere negligence in permitting another to take advantage or benefit from the entrusted chattel cannot constitute estafa; unless of course the evidence should disclose that the agent acted in conspiracy or connivance with the one who carried out the actual misappropriation, when the accused would be answerable for the acts of his co-conspirators. If there is no such evidence, direct or circumstantial, and if the proof is clear that the accused herself was the innocent victim of her subagent's faithlessness, her acquittal is in order. The act of Lim in returning the items to Nadera only shows that she had reason to believe that the latter had the authority to receive the same. This belief was inspired by the fact that at the time of the said transaction between Lim and Suarez, it was Nadera herself, in behalf of Suarez, who prepared the receipt to be signed by Lim. 13 In addition, Nadera was the one who introduced Suarez and Lim to each other. Hence, Rosa Lim can at most be held negligent in returning the ring to one whose authority to receive the same was subsequently refuted. Consequently, for negligently assuming Nadera's authority to receive the ring, Lim cannot be held criminally liable. Settled it is in our jurisprudence that there can be no estafa through negligence. At worst, she should only be held civilly liable.