Philex Mining Corporation vs. CIR [G.R. No.

148187 (April 16, 2008)] Post under case digests ,

Civil Law at Tuesday, February 21, 2012 Posted by Schizophrenic Mind Facts: Petitioner Philex
entered into an agreement with Baguio Gold Mining Corporation for the former to manage the latter’s
mining claim know as the Sto. Mine. The parties’ agreement was denominated as “Power of Attorney”.
The mine suffered continuing losses over the years, which resulted in petitioners’ withdrawal as
manager of the mine. The parties executed a “Compromise Dation in Payment”, wherein the debt of
Baguio amounted to Php. 112,136,000.00. Petitioner deducted said amount from its gross income in its
annual tax income return as “loss on the settlement of receivables from Baguio Gold against reserves
and allowances”. BIR disallowed the amount as deduction for bad debt. Petitioner claims that it entered
a contract of agency evidenced by the “power of attorney” executed by them and the advances made by
petitioners is in the nature of a loan and thus can be deducted from its gross income. Court of Tax
Appeals (CTA) rejected the claim and held that it is a partnership rather than an agency. CA affirmed
CTA

Issue: Whether or not it is an agency.

Held: No. The lower courts correctly held that the “Power of Attorney” (PA) is the instrument material
that is material in determining the true nature of the business relationship between petitioner and
Baguio. An examination of the said PA reveals that a partnership or joint venture was indeed intended
by the parties. While a corporation like the petitioner cannot generally enter into a contract of
partnership unless authorized by law or its charter, it has been held that it may enter into a joint venture,
which is akin to a particular partnership. The PA indicates that the parties had intended to create a PAT
and establish a common fund for the purpose. They also had a joint interest in the profits of the
business as shown by the 50-50 sharing of income of the mine. Moreover, in an agency coupled with
interest, it is the agency that cannot be revoked or withdrawn by the principal due to an interest of a
third party that depends upon it or the mutual interest of both principal and agent. In this case the non-
revocation or non-withdrawal under the PA applies to the advances made by the petitioner who is the
agent and not the principal under the contract. Thus, it cannot be inferred from the stipulation that it is
an agency.
DOMINION INSURANCE CORPORATION vs. COURT OF APPEALS,
RODOLFO S. GUEVARRA, and FERNANDO AUSTRIA

FACTS:
Rodolfo Guevarra (Guevarra) filed a civil case for sum of money against Dominion Insurance Corp.
(Dominion) for the amount advanced by Guevarra in his capacity as manager of defendant to satisfy
certain claims filed by defendant’s client.

The pre-trial was always postponed, and during one of the pre-trial conference dominion failed to
arrive therefore the court declared them to be in default. Dominion filed several Motions to Lift Order
of Default but was always denied by the court. The RTC rendered its decision making Dominion liable
to repay Guevarra for the sum advanced and other damages and fees. Dominion appealed but CA
affirmed the decision of RTC and denied the appeal of Dominion.

ISSUE:
(a) W/N Guevarra acted within his authority as agent of petitioner.
(b) W/N Guevarra must be reimbursed for the amount advanced.

HELD:
(a) NO. Even though the contact entered into by Guevarra and Dominion was with the word “special”
the contents of the document was actually a general agency. A general power permits the agent to do all
acts for which the law does not require a special power and the contents in the document did not
require a special power of attorney.

Art 1878 of the civil code provides instances when a special power of attorney is required.:
1) To make such payment as are not usually considered as acts of administration.
15) any other act of dominion

The payment of claims is not an act of administration which requires a special power of attorney
before Guevarra could settle the insurance claims of the insured.
Also Guevarra was instructed that the payment for the insured must come from the revolving fund or
collection in his possession, Gueverra should not have paid the insured through his own capacity.
Under 1918 of civil code an agent who acted in contravention of the principal’s instruction the principal
will not be liable for the expenses incurred by the agent.

(b) YES. Even if the law on agency prohibits Gueverra from obtaining reimbursement his right to
recover may be justified under the article 1236 of the civil code.[1] Thus Guevarra must be reimbursed
but only to the extent that Dominion has benefited without interest or demand for damages.
Prats v. Court of Appeals
Prats v. Court of Appeals G.R. No. L-39822, January 31, 1978, Fernandez, J.

Facts:

In 1968, Antonio Prats, under the name of “ Philippine Real Estate Exchange” instituted against
Alfonso Doronilla and PNB a case to recover a sum of money and damages. Doronilla had for
sometime tried to sell his 300 ha land and he had designated several agents for that purpose at one time.
He offered the property to the Social Security System but was unable to consummate the sale.
Subsequently he gave a written authority in writing to Prats to negotiate the sale of the property. Such
authorization was published by Prats in the Manila Times. The parties agreed that Prats will be entitled
to 10% commission and if he will be able to sell it over its price, the excess shall be credited to the
latter plus his commission. Thereafter, Prats negotiated the land to the SSS. SSS invited Doronilla for a
conference but the latter declined and instead instructed that the former should deal with Prats directly.
Doronilla had received the full payment from SSS. When Prats demanded from him his professional
fees as real estate broker, Doronilla refused to pay. Doronilla alleged that Prats had no right to demand
the payment not rendered according to their agreement and that the authority extended to Prats had
expired prior to the closing of the sale..

Issue: Whether petitioner was the efficient procuring cause in bringing about the sale of respondent’s
land to the SSS.

Ruling:

The Supreme Court ruled that Prats was not the efficient procuring cause of the sale. It was not
categorical that it was through Prats efforts that meeting with the SSS official to close the sale took
place. The court concluded that the meeting took place independently because the SSS had manifested
disinterest in Prats intervention. However, in equity, the court noted that Prats had diligently taken steps
to bring back together Doronilla and SSS. Prats efforts somehow were instrumental in bringing them
together again and finally consummating the sale although such finalization was after the expiration of
Prats extended exclusive authority. Doronilla was ordered to pay Prats for his efforts and assistance in
the transaction
(basis of agency – agent
is under principal's
control; representation

actual intention to appoint

and intention to accept
appointment and act on it