GO vs. CORDERO [G.R. No.

164703: May 4, 2010]

CORDERO vs. GO [G.R. No. 164747]

Notable persons
Moritimer Cordero- businessman, VP of Panama Marketing Corp.; markets inter-island passenger
vessels
Tony Robinson- an Australian based in Brisbane, Managing Director of Aluminum Fast Ferries Australia
(AFFA)
Allan Go- owner/operator of ACG Express Liner Cebu
Felipe Landicho and Vincent Tecson- lawyers of Go

FACTS OF THE CASE

 Cordero was appointed by Robinson as exclusive distributor of AFFA vessels in the Philippines
 Cordero closed a deal with Go, through his lawyers, for the latter’s purchase of 2 SEACAT 25 vessels,
as evidenced by their Memorandum of Agreement--- commission of Cordero shall be 22.43% of
purchase price from the sale of each vessel (US$328,742)
 Cordero then discovered that Go was dealing directly with Robinson
 Cordero filed a complaint with the Bureau of Customs. He then instituted a civil case to hold
Robinson, Go, Tecson, Landicho liable for violation of his exclusive distributorship, disregard of his
rights, deprivation of his due and unpaid commission
 RTC ruled in favour of Cordero. CA affirmed, among others:
- Cordero was the exclusive distributor of AFFA’s SEACAT 25 and he is entitled to a commission
per vessel sold
- He is entitled to damages for breach of his exclusive distributorship

MAIN ISSUES
 W/N Cordero has the legal personality to sure respondents for breach of contract
 W/N respondents may be held liable for damages to Cordero

SC RULING
 Cordero is the real-party-in-interest
- Sec. 2, Rule 30, Rules of Court: such party is the one “to be benefited or injured by the judgment
in the suit/ the party entitled to avail a suit
- Robinson and AFFA dealt only with Cordero and pays the latter directly
 There is breach of exclusive distributorship and respondents are liable for damages to petitioner for
acting in bad faith and disregarding Cordero’s rights
- Cordero was excluded from transaction when the respondents ceased communicating with him
without due explanation and ignoring the fact that he is the appointed exclusive distributor of
the SEACAT vessels
- He was not paid by Robinson the balance of his commission
GF EQUITY vs. ARTURO VALENZONA [G.R. No. 156841: June 30, 2005]

FACTS OF THE CASE

 GF Equity hired Valenzona as head coach for Alaska basketball team in the PBA for two years from
January 1, 1988 to December 31, 1989.
 The Contract of Employment provided, in paragraph 3, that the Corp. may terminate respondent’s
employment any time if he failed to exhibit sufficient skill or competitive ability as coach in the sole
opinion of the former.
 September 26, 1988- Valenzona was advised of the termination of his service, petitioners herein
invoking their rights specified in paragraph 3 of the contract.
 July 30, 1994- respondent filed a complaint with the RTC against petitioner for breach of contract
with damages, ascribing bad faith, malice, and disregard to fairness and his rights. Accordingly,
paragraph 3 lacks the element of mutuality of contract.
 Petitioner maintained that it merely exercised its rights under the contract (par. 3)
 RTC dismissed the complaint but CA reversed:
- GF Equity abused its rights by arbitrarily terminating Valenzona
- Valenzona was awarded compensatory, moral, and exemplary damages

ISSUE
 W/N Paragraph 3 of the contract is violative of the mutuality principle, and consequently, of
Valenzona’s rights

SC RULING
 Par. 3 clearly transgresses the principle of mutuality of contracts under Art. 1308 of the NCC
 There was abuse of rights in the part of GR Equity, as enshrined in Art. 19 of the NCC
- GF Equity was not precluded from the right to pre-terminate the contract provided that it has
legal basis for doing so, which it failed to justify.
- The act of pre-termination was based on stipulation, an illegal ground.
- However, the pre-termination was not willful, Thus, there can be no malice/bad faith in GF
Equity’s part