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Sevilla vs.

CA FACTS: A contract by and between Noguera and Tourist World Service (TWS), represented by Canilao, wherein TWS leased the premises belonging to Noguera as branch office of TWS. When the branch office was opened, it was run by appellant Sevilla payable to TWS by any airline for any fare brought in on the efforts of Mrs. Sevilla, 4% was to go to Sevilla and 3% was to be withheld by the TWS. Later, TWS was informed that Sevilla was connected with rival firm, and since the branch office was losing, TWS considered closing down its office. On January 3, 1962, the contract with appellee for the use of the branch office premises was terminated and while the effectivity thereof was January 31, 1962, the appellees no longer used it. Because of this, Canilao, the secretary of TW S, went over to the branch office, and finding the premises locked, he padlocked the premises. When neither appellant Sevilla nor any of his employees could enter, a complaint was filed by the appellants against the appellees. TWS insisted that Sevilla was a mere employee, being the branch manager of its branch office and that she had no say on the lease executed with the private respondent, Noguera. ISSUE: W/N ER-EE relationship exists between Sevilla and TWS HELD: The records show that petitioner, Sevilla, was not subject to control by the private respondent TWS. In the f i r s t p l a c e , u n d e r t h e c o n t r a c t o f l e a s e , s h e h a d b o u n d h e r s e l f i n s o l i d u m a s a n d f o r r e n t a l p a ym e n t s , a n arrangement that would belie claims of a master-servant relationship. That does not make her an employee of TWS, since a true employee cannot be made to part with his own money in pursuance of his employers business, or otherwise, assume any liability thereof. In the second place, when the branch office was opened, the same was run by the appellant Sevilla payable to TWS by any airline for any fare brought in on the effort of Sevilla. Thus, it cannot be said that Sevilla was under the control of TWS. Sevilla in pursuing the business, relied on her own capabilities. It is further admitted that Sevilla was not in the companys payroll. For her efforts, she retained 4% in commissions from airline bookings, the remaining 3% going to TWS. Unlike an employee, who earns a fixed salary, she earned compensation in fluctuating amount depending on her booking successes. The fact that Sevilla had been designated branch manager does not make her a TW S employee. It appears that Sevilla is a bona fide travel agent herself, and she acquired an interest in the business entrusted to her. She also had assumed personal obligation for the operation thereof, holding herself solidary liable for the payment of rentals. Wherefore, TWS and Canilao are jointly and severally liable to indemnify the petitioner, Sevilla.

Victoria Milling Co., Inc. v. CA and Consolidated Sugar Corporation G.R. No. 117356 June 19, 2000Quisumbing, J. FACTS: St. Therese Merchandising regularly bought sugar from Victorias Milling Co., Inc. In the course of their dealings, Victorias Milling issued several Shipping List/Delivery Receipts (SLDRs) to St. Therese Merchandising as proof of purchases. Among these was SLDR No. 1214M which covers 25,000 bags of sugar. Each bag contained 50 kilograms and priced at P638.00 per bag. The transaction it covered was a direct sale. On October 25, 1989, St. Therese Merchandising sold to Consolidated Sugar Corp. its rights in SLDR No. 1214M for P14,750,000.00. Consolidated Sugar Corp. issued checks in payment. That same day,C o n s o l i d a t e d S u g a r C o r p . w r o t e V i c t o r i a s M i l l i n g t h a t i t h a d b e e n a u t h o r i z e d b y S t . T h e r e s e Merchandising to withdraw the sugar covered by SLDR No. 1214M.

Consolidated Sugar Corp. surrendered SLDR No. 1214M to Victorias Millings NAWACO warehouse and was allowed to withdraw sugar. However, after 2,000 bags had been released, Victorias Milling refused to allow further withdrawals of sugar against SLDR No. 1214M because, according to it, St. Therese Merchandising had already withdrawn all the sugar covered by the cleared checks. ISSUE: WON the contract was one of agency or sale HELD: Sale. Victorias Milling heavily relies upon St. Therese Merchandisings letter of autho r i t y a l l o w i n g Consolidated Sugar Corp. to withdraw sugar against SLDR No. 1214M to show that the latter was St. Therese Merchandisings agent. The pertinent portion of said letter reads: This is to authorize Consolidated Sugar Corporation or its representative to withdraw for and in our behalf (stress supplied)the refined sugar covered by Shipping List/Delivery Receipt = Refined Sugar (SDR) No. 1214 dated October 16, 1989 in the total quantity of 25, 000 bags. Art. 1868. By the contract of agency a person binds himself to render some service or to do somethingin representation or on behalf of another, with the consent or authority of the latter. The basis of agency is representation. On the part of the principal, there must be an actual intention to appoint or an intention naturally inferable from his words or actions; and on the part of the agent, there must be an intention to accept the appointment and act on it, and in the absence of such intent, there is generally no agenc y. 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. Victorias Milling failed to sufficiently establish the existence of an agency relati on betweenConsolidated Sugar Corp. and St. Therese Merchandising. The fact a l o n e t h a t i t ( S t . T h e r e s e Merchandising) had authorized withdrawal of sugar by Consolidated Sugar Corp. for and in our (St. Therese Merchandisings) behalf should not be eyed as pointing to the existence of an agency relation. Further, Consolidated Sugar Corp. has shown that the 25,000 bags of sugar covered by the SLDR No. 1214M were sold and transferred by St. Therese Merchandising to it. A conclusion that there was a valid sale and transfer to Consolidated Sugar Corp. may, therefore, be made thus capacitating Consolidated Sugar Corp. to sue in i ts own name, without need of joining its imputed principal St. Therese Merchandising as co-plaintiff. Consolidated Sugar Corp. was a buyer of the SLDFR form, and not an agent of STM. Consolidated Sugar Corp. was not subject to St. Therese Merchandisings control. That no agenc y was meant to be established by the Consolidated Sugar Corp. and STM is clearly shown by Consolidated Sugar Corp.s communication to petitioner that SLDR No. 1214M had been sold and endorsed to it.27 The use of the words sold and endorsed means that St. Therese Merchandising and Consolidated Sugar Corp. intended a contract of sale, and not an agency

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS: I, ALBERT DOMINIC T. TAMAYO, of legal age, Filipino, single, and with postal address located at, Blk 17 lot 20, Phase 1, E.P. Village, Brgy. Pinagsama Taguig City, Metro Manila, do hereby appoint, name, and constitute my colleague RYAN C. NORMANDE, of legal age, Filipino, single, and with postal address at Lt. Garcia Street, Baclaran Paranaque City, Metro Manila, as my true and lawful Attorney-In-Fact, to act for me and my place and stead with the following powers: 1. To claim, received, collect, follow-up and sue for any and/all documents in connection regarding to my last salary (back pay) at the Philippine National Police (Main) located at PNP National Headquarters Camp General Crame, Quezon City, Metro Manila. To make, execute, deliver and sign any/all necessary papers, documents and receipts in connection with my last salary (back pay); To do and perform such other acts and things which are necessary under the above premises;

2. 3.

HEREBY GIVING AND GRANTING, and unto my said Attorney-In-Fact full power and authority to do and perform all and every act necessary to carry out into effect the foregoing authority to do and perform all and every act necessary to carry out into effect the foregoing authority as fully to all intents and purposes as I might or could lawfully do if personally present with full power of substitution and revocation and hereby ratifying and confirming all that my said Attorney-In-fact or his substitute shall fully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have set my hands this _____ day January 2012, at Caloocan City, Metro Manila.

ALBERT DOMINIC T. TAMAYO Grantor Valid ID No. _________________ Issued by: __________________

CONFORME:

RYAN C. NORMANDE Attorney-In-Fact

Signed in the presence of: _______________________

ACKNOWLEDGEMENT REPUBLIC OF THE PHILIPPINES] CALOOCAN CITY, METRO MANILA] S.S. BEFORE ME, a Notary Public for and in the City of Caloocan, this ____ day of January 2012, personally appeared the above-named person with his valid ID number appearing bellow his name and signature, known to me to be the same person who executed the foregoing instrument, signed by them and by their instrumental witnesses and acknowledged to me that the same is own free and voluntary act and deed.

Doc. No. Page No. Book No. Series of 2012 Notary Public