Escolar Documentos
Profissional Documentos
Cultura Documentos
On May 18, 1995, Elfledo died, leaving respondent as his sole In essence, petitioners argue that according to the testimony of Jimmy,
surviving heir. Petitioners claimed that respondent took over the the sole surviving partner, Elfledo was not a partner; and that he and
administration of the aforementioned properties, which belonged to the Norberto entered into a partnership with Jose. Thus, the CA erred in
estate of Jose, without their consent and approval. Claiming that they not giving that testimony greater weight than that of Cresencia, who
are co-owners of the properties, petitioners required respondent to was merely the spouse of Jose and not a party to the partnership. 8
submit an accounting of all income, profits and rentals received from
the estate of Elfledo, and to surrender the administration thereof.
Respondent refused; thus, the filing of this case. Respondent counters that the issue raised by petitioners is not proper
in a petition for review on certiorari under Rule 45 of the Rules of Civil
Procedure, as it would entail the review, evaluation, calibration, and re-
Respondent traversed petitioners' allegations and claimed that Elfledo weighing of the factual findings of the CA. Moreover, respondent
was himself a partner of Norberto and Jimmy. Respondent also invokes the rationale of the CA decision that, in light of the admissions
claimed that per testimony of Cresencia, sometime in 1980, Jose gave of Cresencia and Edison and the testimony of respondent, the
Elfledo P50,000.00 as the latter's capital in an informal partnership with testimony of Jimmy was effectively refuted; accordingly, the CA's
Jimmy and Norberto. When Elfledo and respondent got married in reversal of the RTC's findings was fully justified.9
1981, the partnership only had one truck; but through the efforts of
Elfledo, the business flourished. Other than this trucking business,
Elfledo, together with respondent, engaged in other business ventures. We resolve first the procedural matter regarding the propriety of the
instant Petition.
Thus, they were able to buy real properties and to put up their own car
1
Verily, the evaluation and calibration of the evidence necessarily Petitioners heavily rely on Jimmy's testimony. But that testimony is just
involves consideration of factual issues — an exercise that is not one piece of evidence against respondent. It must be considered and
appropriate for a petition for review on certiorari under Rule 45. This weighed along with petitioners' other evidence vis-à-vis respondent's
rule provides that the parties may raise only questions of law, because contrary evidence. In civil cases, the party having the burden of proof
the Supreme Court is not a trier of facts. Generally, we are not duty- must establish his case by a preponderance of evidence.
bound to analyze again and weigh the evidence introduced in and "Preponderance of evidence" is the weight, credit, and value of the
considered by the tribunals below.10 When supported by substantial aggregate evidence on either side and is usually considered
evidence, the findings of fact of the CA are conclusive and binding on synonymous with the term "greater weight of the evidence" or "greater
the parties and are not reviewable by this Court, unless the case falls weight of the credible evidence." "Preponderance of evidence" is a
under any of the following recognized exceptions: phrase that, in the last analysis, means probability of the truth. It is
evidence that is more convincing to the court as worthy of belief than
that which is offered in opposition thereto.13 Rule 133, Section 1 of the
(1) When the conclusion is a finding grounded entirely on
Rules of Court provides the guidelines in determining preponderance
speculation, surmises and conjectures;
of evidence, thus:
We note, however, that the findings of fact of the RTC are contrary to (3) The sharing of gross returns does not of itself establish a
those of the CA. Thus, our review of such findings is warranted. partnership, whether or not the persons sharing them have a
joint or common right or interest in any property from which
On the merits of the case, we find that the instant Petition is bereft of the returns are derived;
merit.
(4) The receipt by a person of a share of the profits of a
A partnership exists when two or more persons agree to place their business is a prima facie evidence that he is a partner in the
money, effects, labor, and skill in lawful commerce or business, with business, but no such inference shall be drawn if such profits
the understanding that there shall be a proportionate sharing of the were received in payment:
profits and losses among them. A contract of partnership is defined by
the Civil Code as one where two or more persons bind themselves to (a) As a debt by installments or otherwise;
contribute money, property, or industry to a common fund, with the
intention of dividing the profits among themselves.12
(b) As wages of an employee or rent to a landlord;
Undoubtedly, the best evidence would have been the contract of
partnership or the articles of partnership. Unfortunately, there is none (c) As an annuity to a widow or representative of a
in this case, because the alleged partnership was never formally deceased partner;
organized. Nonetheless, we are asked to determine who between Jose
and Elfledo was the "partner" in the trucking business. (d) As interest on a loan, though the amount of
payment vary with the profits of the business;
A careful review of the records persuades us to affirm the CA decision.
The evidence presented by petitioners falls short of the quantum of (e) As the consideration for the sale of a goodwill
proof required to establish that: (1) Jose was the partner and not of a business or other property by installments or
Elfledo; and (2) all the properties acquired by Elfledo and respondent
otherwise.
form part of the estate of Jose, having been derived from the alleged
partnership.
2
Applying the legal provision to the facts of this case, the following
circumstances tend to prove that Elfledo was himself the partner of
Jimmy and Norberto: 1) Cresencia testified that Jose gave
Elfledo P50,000.00, as share in the partnership, on a date that Business Organization – Partnership, Agency, Trust – Partner –
coincided with the payment of the initial capital in the partnership; 15 (2)
Elfledo ran the affairs of the partnership, wielding absolute control, Periodic Accounting – Profit Sharing
power and authority, without any intervention or opposition whatsoever
from any of petitioners herein;16 (3) all of the properties, particularly the
nine trucks of the partnership, were registered in the name of Elfledo; In 1980, the heirs of Jose Lim alleged that Jose Lim entered into a
(4) Jimmy testified that Elfledo did not receive wages or salaries from
the partnership, indicating that what he actually received were shares partnership agreement with Jimmy Yu and Norberto Uy. The three
of the profits of the business;17 and (5) none of the petitioners, as heirs
of Jose, the alleged partner, demanded periodic accounting from contributed P50,000.00 each and used the funds to purchase a truck to
Elfledo during his lifetime. As repeatedly stressed in Heirs of Tan Eng
Kee,18 a demand for periodic accounting is evidence of a partnership. start their trucking business. A year later however, Jose Lim died. The
eldest son of Jose Lim, Elfledo Lim, took over the trucking business
Furthermore, petitioners failed to adduce any evidence to show that
the real and personal properties acquired and registered in the names
and under his management, the trucking business prospered. Elfledo
of Elfledo and respondent formed part of the estate of Jose, having
been derived from Jose's alleged partnership with Jimmy and
was able to but real properties in his name. From one truck, he
Norberto. They failed to refute respondent's claim that Elfledo and
respondent engaged in other businesses. Edison even admitted that
increased it to 9 trucks, all trucks were in his name however. He also
Elfledo also sold Interwood lumber as a sideline.19 Petitioners could not
offer any credible evidence other than their bare assertions. Thus, we
acquired other motor vehicles in his name.
apply the basic rule of evidence that between documentary and oral
evidence, the former carries more weight.20
In 1993, Norberto Uy was killed. In 1995, Elfledo Lim died of a heart
Finally, we agree with the judicious findings of the CA, to wit:
attack. Elfledo’s wife, Juliet Lim, took over the properties but she
The above testimonies prove that Elfledo was not just a hired help but intimated to Jimmy and the heirs of Norberto that she could not go on
one of the partners in the trucking business, active and visible in the
running of its affairs from day one until this ceased operations upon his with the business. So the properties in the partnership were divided
demise. The extent of his control, administration and management of
the partnership and its business, the fact that its properties were among them.
placed in his name, and that he was not paid salary or other
compensation by the partners, are indicative of the fact that Elfledo
was a partner and a controlling one at that. It is apparent that the other Now the other heirs of Jose Lim, represented by Elenito Lim, required
partners only contributed in the initial capital but had no say thereafter
on how the business was ran. Evidently it was through Elfredo’s efforts Juliet to do an accounting of all income, profits, and properties from the
and hard work that the partnership was able to acquire more trucks
and otherwise prosper. Even the appellant participated in the affairs of estate of Elfledo Lim as they claimed that they are co-owners thereof.
the partnership by acting as the bookkeeper sans salary.1avvphi1
Juliet refused hence they sued her.
It is notable too that Jose Lim died when the partnership was barely a
year old, and the partnership and its business not only continued but The heirs of Jose Lim argued that Elfledo Lim acquired his properties
also flourished. If it were true that it was Jose Lim and not Elfledo who
was the partner, then upon his death the partnership should have from the partnership that Jose Lim formed with Norberto and Jimmy. In
been dissolved and its assets liquidated. On the contrary, these were court, Jimmy Yu testified that Jose Lim was the partner and not Elfledo
not done but instead its operation continued under the helm of Elfledo
and without any participation from the heirs of Jose Lim. Lim. The heirs testified that Elfledo was merely the driver of Jose Lim.
Whatever properties appellant and her husband had acquired, this was ISSUE: Who is the “partner” between Jose Lim and Elfledo Lim?
through their own concerted efforts and hard work. Elfledo did not limit
himself to the business of their partnership but engaged in other lines
of businesses as well. HELD: It is Elfledo Lim based on the evidence presented regardless of
Jimmy Yu’s testimony in court that Jose Lim was the partner. If Jose
In sum, we find no cogent reason to disturb the findings and the ruling
of the CA as they are amply supported by the law and by the evidence Lim was the partner, then the partnership would have been dissolved
on record.
upon his death (in fact, though the SC did not say so, I believe it
WHEREFORE, the instant Petition is DENIED. The assailed Court of
Appeals Decision dated June 29, 2005 is AFFIRMED. Costs against should have been dissolved upon Norberto’s death in 1993). A
petitioners.
partnership is dissolved upon the death of the partner. Further, no
3
none in this case, because the alleged partnership was never formally was through Elfredo’s efforts and hard work that the partnership was
organized. able to acquire more trucks and otherwise prosper. Even the appellant
The following circumstances tend to prove that Elfledo was himself the
the partnership, on a date that coincided with the payment of the initial
G.R. No. 148187 April 16, 2008
capital in the partnership;
YNARES-SANTIAGO, J.:
3.) all of the properties, particularly the nine trucks of the partnership,
were registered in the name of Elfledo; This is a petition for review on certiorari of the June 30, 2000
Decision1 of the Court of Appeals in CA-G.R. SP No. 49385, which
affirmed the Decision2 of the Court of Tax Appeals in C.T.A. Case No.
4.) Jimmy testified that Elfledo did not receive wages or salaries from 5200. Also assailed is the April 3, 2001 Resolution3 denying the motion
for reconsideration.
the partnership, indicating that what he actually received were shares
of the profits of the business; and The facts of the case are as follows:
12. The compensation of the MANAGER shall be fifty per In its 1982 annual income tax return, petitioner deducted from its gross
cent (50%) of the net profit of the Sto. Nino PROJECT income the amount of P112,136,000.00 as "loss on settlement of
before income tax. It is understood that the MANAGERS receivables from Baguio Gold against reserves and
shall pay income tax on their compensation, while the allowances."9 However, the Bureau of Internal Revenue (BIR)
PRINCIPAL shall pay income tax on the net profit of the Sto. disallowed the amount as deduction for bad debt and assessed
Nino PROJECT after deduction therefrom of the petitioner a deficiency income tax of P62,811,161.39.
MANAGERS’ compensation.
Petitioner protested before the BIR arguing that the deduction must be
xxxx allowed since all requisites for a bad debt deduction were satisfied, to
wit: (a) there was a valid and existing debt; (b) the debt was
ascertained to be worthless; and (c) it was charged off within the
16. The PRINCIPAL has current pecuniary obligation in favor
taxable year when it was determined to be worthless.
of the MANAGERS and, in the future, may incur other
obligations in favor of the MANAGERS. This Power of
Attorney has been executed as security for the payment and Petitioner emphasized that the debt arose out of a valid management
satisfaction of all such obligations of the PRINCIPAL in favor contract it entered into with Baguio Gold. The bad debt deduction
of the MANAGERS and as a means to fulfill the same. represented advances made by petitioner which, pursuant to the
Therefore, this Agency shall be irrevocable while any management contract, formed part of Baguio Gold’s "pecuniary
obligation of the PRINCIPAL in favor of the MANAGERS is obligations" to petitioner. It also included payments made by petitioner
outstanding, inclusive of the MANAGERS’ account. After all as guarantor of Baguio Gold’s long-term loans which legally entitled
obligations of the PRINCIPAL in favor of the MANAGERS petitioner to be subrogated to the rights of the original creditor.
have been paid and satisfied in full, this Agency shall be
revocable by the PRINCIPAL upon 36-month notice to the
Petitioner also asserted that due to Baguio Gold’s irreversible losses, it
MANAGERS.
became evident that it would not be able to recover the advances and
payments it had made in behalf of Baguio Gold. For a debt to be
17. Notwithstanding any agreement or understanding considered worthless, petitioner claimed that it was neither required to
between the PRINCIPAL and the MANAGERS to the institute a judicial action for collection against the debtor nor to sell or
contrary, the MANAGERS may withdraw from this Agency dispose of collateral assets in satisfaction of the debt. It is enough that
by giving 6-month notice to the PRINCIPAL. The a taxpayer exerted diligent efforts to enforce collection and exhausted
MANAGERS shall not in any manner be held liable to the all reasonable means to collect.
PRINCIPAL by reason alone of such withdrawal. Paragraph
5(d) hereof shall be operative in case of the MANAGERS’
On October 28, 1994, the BIR denied petitioner’s protest for lack of
withdrawal.
legal and factual basis. It held that the alleged debt was not
ascertained to be worthless since Baguio Gold remained existing and
x x x x5 had not filed a petition for bankruptcy; and that the deduction did not
consist of a valid and subsisting debt considering that, under the
management contract, petitioner was to be paid fifty percent (50%) of
In the course of managing and operating the project, Philex Mining
the project’s net profit.10
made advances of cash and property in accordance with paragraph 5
of the agreement. However, the mine suffered continuing losses over
5
Petitioner appealed before the Court of Tax Appeals (CTA) which Petitioner insists that in determining the nature of its business
rendered judgment, as follows: relationship with Baguio Gold, we should not only rely on the "Power of
Attorney", but also on the subsequent "Compromise with Dation in
Payment" and "Amended Compromise with Dation in Payment" that
WHEREFORE, in view of the foregoing, the instant Petition
the parties executed in 1982. These documents, allegedly evinced the
for Review is hereby DENIED for lack of merit. The
parties’ intent to treat the advances and payments as a loan and
assessment in question, viz: FAS-1-82-88-003067 for
establish a creditor-debtor relationship between them.
deficiency income tax in the amount of P62,811,161.39 is
hereby AFFIRMED.
The petition lacks merit.
ACCORDINGLY, petitioner Philex Mining Corporation is
hereby ORDERED to PAY respondent Commissioner of The lower courts correctly held that the "Power of Attorney" is the
Internal Revenue the amount of P62,811,161.39, plus, 20% instrument that is material in determining the true nature of the
delinquency interest due computed from February 10, 1995, business relationship between petitioner and Baguio Gold. Before
which is the date after the 20-day grace period given by the resort may be had to the two compromise agreements, the parties’
respondent within which petitioner has to pay the deficiency contractual intent must first be discovered from the expressed
amount x x x up to actual date of payment. language of the primary contract under which the parties’ business
relations were founded. It should be noted that the compromise
agreements were mere collateral documents executed by the parties
SO ORDERED.11
pursuant to the termination of their business relationship created under
the "Power of Attorney". On the other hand, it is the latter which
The CTA rejected petitioner’s assertion that the advances it made for established the juridical relation of the parties and defined the
the Sto. Nino mine were in the nature of a loan. It instead parameters of their dealings with one another.
characterized the advances as petitioner’s investment in a partnership
with Baguio Gold for the development and exploitation of the Sto. Nino
The execution of the two compromise agreements can hardly be
mine. The CTA held that the "Power of Attorney" executed by
considered as a subsequent or contemporaneous act that is reflective
petitioner and Baguio Gold was actually a partnership agreement.
of the parties’ true intent. The compromise agreements were executed
Since the advanced amount partook of the nature of an investment, it
eleven years after the "Power of Attorney" and merely laid out a plan or
could not be deducted as a bad debt from petitioner’s gross income.
procedure by which petitioner could recover the advances and
payments it made under the "Power of Attorney". The parties entered
The CTA likewise held that the amount paid by petitioner for the long- into the compromise agreements as a consequence of the dissolution
term loan obligations of Baguio Gold could not be allowed as a bad of their business relationship. It did not define that relationship or
debt deduction. At the time the payments were made, Baguio Gold indicate its real character.
was not in default since its loans were not yet due and demandable.
What petitioner did was to pre-pay the loans as evidenced by the
An examination of the "Power of Attorney" reveals that a partnership or
notice sent by Bank of America showing that it was merely demanding
joint venture was indeed intended by the parties. Under a contract of
payment of the installment and interests due. Moreover, Citibank
partnership, two or more persons bind themselves to contribute
imposed and collected a "pre-termination penalty" for the pre-payment.
money, property, or industry to a common fund, with the intention of
dividing the profits among themselves.15 While a corporation, like
The Court of Appeals affirmed the decision of the CTA.12 Hence, upon petitioner, cannot generally enter into a contract of partnership unless
denial of its motion for reconsideration,13petitioner took this recourse authorized by law or its charter, it has been held that it may enter into a
under Rule 45 of the Rules of Court, alleging that: joint venture which is akin to a particular partnership:
Consequently, we find that petitioner’s "compensation" under Despite the reduction of its tax liabilities, the CTA still ordered Philex
paragraph 12 of the agreement actually constitutes its share in the net
to pay theremaining balance of P110,677,688.52 plus interest,
profits of the partnership. Indeed, petitioner would not be entitled to an
equal share in the income of the mine if it were just an employee of elucidating its reason that “taxescannot be subject to set-off on
Baguio Gold.25 It is not surprising that petitioner was to receive a 50% compensation since claim for taxes is not a debt or contract.Philex
share in the net profits, considering that the "Power of Attorney" also appealed the case before the Court of Appeals. Nonetheless, the Court
provided for an almost equal contribution of the parties to the St. Nino of Appeals affirmed the Court of Tax Appeals observation.
mine. The "compensation" agreed upon only serves to reinforce the
notion that the parties’ relations were indeed of partners and not Philex filed a motion for reconsideration which was again denied.
employer-employee.
However, a few days after the denial of itsmotion for reconsideration,
Philex was able to obtain its VAT input credit/refund not onlyfor the
All told, the lower courts did not err in treating petitioner’s advances as taxable year 1989 to 1991 but also for 1992 and 1994, computed
investments in a partnership known as the Sto. Nino mine. The amounting to205,595,289.20.
advances were not "debts" of Baguio Gold to petitioner inasmuch as
the latter was under no unconditional obligation to return the same to
the former under the "Power of Attorney". As for the amounts that In view of the grant of its VAT input credit/refund, Philex now contends
petitioner paid as guarantor to Baguio Gold’s creditors, we find no that the sameshould,ipso jure, off-set its excise tax liabilities since both
reason to depart from the tax court’s factual finding that Baguio Gold’s had already become “dueand demandable, as well as fully liquidated;”
debts were not yet due and demandable at the time that petitioner paid hence, legal compensation can properlytake place.
the same. Verily, petitioner pre-paid Baguio Gold’s outstanding loans
to its bank creditors and this conclusion is supported by the evidence ISSUE:
on record.26
Whether or not the petitioner is correct in its contention that tax liability
In sum, petitioner cannot claim the advances as a bad debt deduction and VATinput credit/refund can be subjected to legal compensation.
from its gross income. Deductions for income tax purposes partake of
the nature of tax exemptions and are strictly construed against the HELD:
taxpayer, who must prove by convincing evidence that he is entitled to
the deduction claimed.27 In this case, petitioner failed to substantiate its
assertion that the advances were subsisting debts of Baguio Gold that The Supreme Court has already made the pronouncement that taxes
could be deducted from its gross income. Consequently, it could not cannot be subjectto compensation for the simple reason that the
claim the advances as a valid bad debt deduction. government and the taxpayer are notcreditors and debtors of each
other. There is a material distinction between a tax anddebt. Debts are
WHEREFORE, the petition is DENIED. The decision of the Court of due to the Government in its corporate capacity, while taxes are due
Appeals in CA-G.R. SP No. 49385 dated June 30, 2000, which tothe Government in its sovereign capacity.
affirmed the decision of the Court of Tax Appeals in C.T.A. Case No.
5200 is AFFIRMED. Petitioner Philex Mining Corporation is ORDERED Philex’s
to PAY the deficiency tax on its 1982 income in the amount of
P62,811,161.31, with 20% delinquency interest computed from claim is an outright disregard of the basic principle in tax law that taxes
February 10, 1995, which is the due date given for the payment of the
are thelifeblood of the government and so should be collected without
deficiency income tax, up to the actual date of payment.
unnecessary hindrance.
8
"The power of taxation is sometimes called also the power to destroy. 4. To do and perform such acts and things that may be
Therefore itshould be exercised with caution to minimize injury to the necessary and/or required to make the herein authority
proprietary rights of ataxpayer. It must be exercised fairly, equally and effective.4
uniformly, lest the tax collector kill the'hen that lays the golden egg.'
And, in the order to maintain the general public's trustand confidence in On September 29, 1999, EMPCT, through MENDOZA, participated in
the Government this power must be used justly and nottreacherously." the bidding of the NIA-Casecnan Multi-Purpose Irrigation and Power
Project (NIA-CMIPP) and was awarded Packages A-10 and B-11 of
the NIA-CMIPP Schedule A. On November 16, 1999, MENDOZA
received the Notice of Award which was signed by Engineer Alexander
M. Coloma (COLOMA), then Acting Project Manager for the NIA-
The petition is hereby dismissed CMIPP. Packages A-10 and B-11 involved the construction of a road
system, canal structures and drainage box culverts with a project cost
of P5,613,591.69.
On June 30, 2000, CRUZ filed Civil Case No. 18-SD (2000) with
DECISION Branch 37 of the Regional Trial Court of Nueva Ecija, for collection of
sum of money with damages and a prayer for the issuance of a writ of
YNARES-SANTIAGO, J.: preliminary injunction against PAULE, COLOMA and the NIA. PAULE
in turn filed a third-party complaint against MENDOZA, who filed her
answer thereto, with a cross-claim against PAULE.
These consolidated petitions assail the August 28, 2006 Decision1 of
the Court of Appeals in CA-G.R. CV No. 80819 dismissing the
complaint in Civil Case No. 18-SD (2000),2 and its December 11, 2006 MENDOZA alleged in her cross-claim that because of PAULE’s
Resolution3 denying the herein petitioners’ motion for reconsideration. "whimsical revocation" of the SPA, she was barred from collecting
payments from NIA, thus resulting in her inability to fund her checks
which she had issued to suppliers of materials, equipment and labor
Engineer Eduardo M. Paule (PAULE) is the proprietor of E.M. Paule for the project. She claimed that estafa and B.P. Blg. 22 cases were
Construction and Trading (EMPCT). On May 24, 1999, PAULE filed against her; that she could no longer finance her children’s
executed a special power of attorney (SPA) authorizing Zenaida G. education; that she was evicted from her home; that her vehicle was
Mendoza (MENDOZA) to participate in the pre-qualification and foreclosed upon; and that her reputation was destroyed, thus entitling
bidding of a National Irrigation Administration (NIA) project and to her to actual and moral damages in the respective amounts of P3
represent him in all transactions related thereto, to wit: million and P1 million.
1. To represent E.M. PAULE CONSTRUCTION & TRADING Meanwhile, on August 23, 2000, PAULE again constituted MENDOZA
of which I (PAULE) am the General Manager in all my as his attorney-in-fact –
business transactions with National Irrigation Authority,
Muñoz, Nueva Ecija.
1. To represent me (PAULE), in my capacity as General
Manager of the E.M. PAULE CONSTRUCTION AND
2. To participate in the bidding, to secure bid bonds and TRADING, in all meetings, conferences and transactions
other documents pre-requisite in the bidding of Casicnan exclusively for the construction of the projects known as
Multi-Purpose Irrigation and Power Plant (CMIPPL 04-99), Package A-10 of Schedule A and Package No. B-11
National Irrigation Authority, Muñoz, Nueva Ecija. Schedule B, which are 38.61% and 63.18% finished as of
June 21, 2000, per attached Accomplishment Reports x x x;
3. To receive and collect payment in check in behalf of E.M.
PAULE CONSTRUCTION & TRADING. 2. To implement, execute, administer and supervise the said
projects in whatever stage they are in as of to date, to collect
checks and other payments due on said projects and act as
9
the Project Manager for E.M. PAULE CONSTRUCTION erred in finding that an agency was created between him and
AND TRADING; MENDOZA, and that he was liable as principal thereunder.
3. To do and perform such acts and things that may be On the other hand, MENDOZA argued that the trial court erred in
necessary and required to make the herein power and deciding the case without affording her the opportunity to present
authority effective.7 evidence on her cross-claim against PAULE; that, as a result, her
cross-claim against PAULE was not resolved, leaving her unable to
collect the amounts of P3,018,864.04, P500,000.00, and P839,450.88
At the pre-trial conference, the other parties were declared as in
which allegedly represent the unpaid costs of the project and the
default and CRUZ was allowed to present his evidence ex parte.
amount PAULE received in excess of payments made by NIA.
Among the witnesses he presented was MENDOZA, who was
impleaded as defendant in PAULE’s third-party complaint.
On August 28, 2006, the Court of Appeals rendered the assailed
Decision which dismissed CRUZ’s complaint, as well as MENDOZA’s
On March 6, 2003, MENDOZA filed a motion to declare third-party
appeal. The appellate court held that the SPAs issued in MENDOZA’s
plaintiff PAULE non-suited with prayer that she be allowed to present
favor did not grant the latter the authority to enter into contract with
her evidence ex parte.
CRUZ for hauling services; the SPAs limit MENDOZA’s authority to
only represent EMPCT in its business transactions with NIA, to
However, without resolving MENDOZA’s motion to declare PAULE participate in the bidding of the project, to receive and collect payment
non-suited, and without granting her the opportunity to present her in behalf of EMPCT, and to perform such acts as may be necessary
evidence ex parte, the trial court rendered its decision dated August 7, and/or required to make the said authority effective. Thus, the
2003, the dispositive portion of which states, as follows: engagement of CRUZ’s hauling services was done beyond the scope
of MENDOZA’s authority.
WHEREFORE, judgment is hereby rendered in favor of the plaintiff as
follows: As for CRUZ, the Court of Appeals held that he knew the limits of
MENDOZA’s authority under the SPAs yet he still transacted with her.
Citing Manila Memorial Park Cemetery, Inc. v. Linsangan,9 the
1. Ordering defendant Paule to pay the plaintiff the sum of appellate court declared that the principal (PAULE) may not be bound
P726,000.00 by way of actual damages or compensation for by the acts of the agent (MENDOZA) where the third person (CRUZ)
the services rendered by him;
transacting with the agent knew that the latter was acting beyond the
scope of her power or authority under the agency.
2. Ordering defendant Paule to pay plaintiff the sum of
P500,000.00 by way of moral damages; With respect to MENDOZA’s appeal, the Court of Appeals held that
when the trial court rendered judgment, not only did it rule on the
3. Ordering defendant Paule to pay plaintiff the sum of plaintiff’s complaint; in effect, it resolved the third-party complaint as
P50,000.00 by way of reasonable attorney’s fees; well;10 that the trial court correctly dismissed the cross-claim and did
not unduly ignore or disregard it; that MENDOZA may not claim, on
appeal, the amounts of P3,018,864.04, P500,000.00, and P839,450.88
4. Ordering defendant Paule to pay the costs of suit; and which allegedly represent the unpaid costs of the project and the
amount PAULE received in excess of payments made by NIA, as
5. Ordering defendant National Irrigation Administration these are not covered by her cross-claim in the court a quo, which
(NIA) to withhold the balance still due from it to defendant seeks reimbursement only of the amounts of P3 million and P1 million,
Paule/E.M. Paule Construction and Trading under NIA- respectively, for actual damages (debts to suppliers, laborers, lessors
CMIPP Contract Package A-10 and to pay plaintiff therefrom of heavy equipment, lost personal property) and moral damages she
to the extent of defendant Paule’s liability herein adjudged. claims she suffered as a result of PAULE’s revocation of the SPAs;
and that the revocation of the SPAs is a prerogative that is allowed to
PAULE under Article 192011 of the Civil Code.
SO ORDERED.8
10
CRUZ argues that the decision of the Court of Appeals is contrary to PAULE filed a petition to this Court docketed as G.R. No. 173275 but it
the provisions of law on agency, and conflicts with the Resolution of was denied with finality on September 13, 2006.
the Court in G.R. No. 173275, which affirmed the Court of Appeals’
decision in CA-G.R. CV No. 81175, finding the existence of an agency
MENDOZA, for her part, claims that she has a right to be heard on her
relation and where PAULE was declared as MENDOZA’s principal
cause of action as stated in her cross-claim against PAULE; that the
under the subject SPAs and, thus, liable for obligations (unpaid
trial court’s failure to resolve the cross-claim was a violation of her
construction materials, fuel and heavy equipment rentals) incurred by
constitutional right to be apprised of the facts or the law on which the
the latter for the purpose of implementing and carrying out the NIA
trial court’s decision is based; that PAULE may not revoke her
project awarded to EMPCT.
appointment as attorney-in-fact for and in behalf of EMPCT because,
as manager of their partnership in the NIA project, she was obligated
CRUZ argues that MENDOZA was acting within the scope of her to collect from NIA the funds to be used for the payment of suppliers
authority when she hired his services as hauler of debris because the and contractors with whom she had earlier contracted for labor,
NIA project (both Packages A-10 and B-11 of the NIA-CMIPP) materials and equipment.
consisted of construction of canal structures, which involved the
clearing and disposal of waste, acts that are necessary and incidental
PAULE, on the other hand, argues in his Comment that MENDOZA’s
to PAULE’s obligation under the NIA project; and that the decision in a
authority under the SPAs was for the limited purpose of securing the
civil case involving the same SPAs, where PAULE was found liable as
NIA project; that MENDOZA was not authorized to contract with other
MENDOZA’s principal already became final and executory; that in Civil
parties with regard to the works and services required for the project,
Case No. 90-SD filed by MENDOZA against PAULE,12 the latter was
such as CRUZ’s hauling services; that MENDOZA acted beyond her
adjudged liable to the former for unpaid rentals of heavy equipment
authority in contracting with CRUZ, and PAULE, as principal, should
and for construction materials which MENDOZA obtained for use in the
not be made civilly liable to CRUZ under the SPAs; and that
subject NIA project. On September 15, 2003, judgment was rendered
MENDOZA has no cause of action against him for actual and moral
in said civil case against PAULE, to wit:
damages since the latter exceeded her authority under the agency.
11
Given the present factual milieu, CRUZ has a cause of action against justification that PAULE’s revocation of the SPAs was within the
PAULE and MENDOZA. Thus, the Court of Appeals erred in bounds of his discretion under Article 1920 of the Civil Code.
dismissing CRUZ’s complaint on a finding of exceeded agency.
Besides, that PAULE could be held liable under the SPAs for
Where the defendant has interposed a counterclaim (whether
transactions entered into by MENDOZA with laborers, suppliers of
compulsory or permissive) or is seeking affirmative relief by a cross-
materials and services for use in the NIA project, has been settled with
complaint, the plaintiff cannot dismiss the action so as to affect the
finality in G.R. No. 173275. What has been adjudged in said case as
right of the defendant in his counterclaim or prayer for affirmative relief.
regards the SPAs should be made to apply to the instant case.
The reason for that exception is clear. When the answer sets up an
Although the said case involves different parties and transactions, it
independent action against the plaintiff, it then becomes an action by
finally disposed of the matter regarding the SPAs – specifically their
the defendant against the plaintiff, and, of course, the plaintiff has no
effect as among PAULE, MENDOZA and third parties with whom
right to ask for a dismissal of the defendant’s action. The present rule
MENDOZA had contracted with by virtue of the SPAs – a disposition
embodied in Sections 2 and 3 of Rule 17 of the 1997 Rules of Civil
that should apply to CRUZ as well. If a particular point or question is in
Procedure ordains a more equitable disposition of the counterclaims by
issue in the second action, and the judgment will depend on the
ensuring that any judgment thereon is based on the merit of the
determination of that particular point or question, a former judgment
counterclaim itself and not on the survival of the main complaint.
between the same parties or their privies will be final and conclusive in
Certainly, if the counterclaim is palpably without merit or suffers
the second if that same point or question was in issue and adjudicated
jurisdictional flaws which stand independent of the complaint, the trial
in the first suit. Identity of cause of action is not required but merely
court is not precluded from dismissing it under the amended rules,
identity of issues.20
provided that the judgment or order dismissing the counterclaim is
premised on those defects. At the same time, if the counterclaim is
There was no valid reason for PAULE to revoke MENDOZA’s SPAs. justified, the amended rules now unequivocally protect such
Since MENDOZA took care of the funding and sourcing of labor, counterclaim from peremptory dismissal by reason of the dismissal of
materials and equipment for the project, it is only logical that she the complaint.23
controls the finances, which means that the SPAs issued to her were
necessary for the proper performance of her role in the partnership,
Notwithstanding the immutable character of PAULE’s liability to
and to discharge the obligations she had already contracted prior to
MENDOZA, however, the exact amount thereof is yet to be determined
revocation. Without the SPAs, she could not collect from NIA, because
by the trial court, after receiving evidence for and in behalf of
as far as it is concerned, EMPCT – and not the PAULE-MENDOZA
MENDOZA on her counterclaim, which must be considered pending
partnership – is the entity it had contracted with. Without these
and unresolved.
payments from NIA, there would be no source of funds to complete the
project and to pay off obligations incurred. As MENDOZA correctly
argues, an agency cannot be revoked if a bilateral contract depends WHEREFORE, the petitions are GRANTED. The August 28, 2006
upon it, or if it is the means of fulfilling an obligation already contracted, Decision of the Court of Appeals in CA-G.R. CV No. 80819 dismissing
or if a partner is appointed manager of a partnership in the contract of the complaint in Civil Case No. 18-SD (2000) and its December 11,
partnership and his removal from the management is unjustifiable.21 2006 Resolution denying the motion for reconsideration are
REVERSED and SET ASIDE. The August 7, 2003 Decision of the
Regional Trial Court of Nueva Ecija, Branch 37 in Civil Case No. 18-
PAULE’s revocation of the SPAs was done in evident bad faith.
SD (2000) finding PAULE liable is REINSTATED, with the
Admitting all throughout that his only entitlement in the partnership with
MODIFICATION that the trial court is ORDERED to receive evidence
MENDOZA is his 3% royalty for the use of his contractor’s license, he
on the counterclaim of petitioner Zenaida G. Mendoza.
knew that the rest of the amounts collected from NIA was owing to
MENDOZA and suppliers of materials and services, as well as the
laborers. Yet, he deliberately revoked MENDOZA’s authority such that SO ORDERED.
the latter could no longer collect from NIA the amounts necessary to
proceed with the project and settle outstanding obligations.lawphil.net
Digest:
12