SUNACE INTERNATIONAL MANAGEMENT
SERVICES vs NLRC Case Digest
SUNACE INTERNATIONAL MANAGEMENT
SERVICES, INC. v. NATIONAL LABOR
RELATIONS COMMISSION et al.
480 SCRA 146 (2006)
FACTS: Respondent Divina Montehermozo is a
domestic helper deployed to Taiwan by Sunace
International Management Services (Sunace)
under a 12-month contract. Such employment
was made with the assistance of Taiwanese
broker Edmund Wang. After the expiration of the
contract, Montehermozo continued her
employment with her Taiwanese employer for
another 2 years.
When Montehermozo returned to the
Philippines, she filed a complaint against
Sunace, Wang, and her Taiwanese employer
before the National Labor Relations Commission
(NLRC). She alleges that she was underpaid and
was jailed for three months in Taiwan. She
further alleges that the 2-year extension of her
employment contract was with the consent and
knowledge of Sunace. Sunace, on the other
hand, denied all the allegations.
The Labor Arbiter ruled in favor of
Montehermozo and found Sunace liable thereof.
The National Labor Relations Commission and
Court of Appeals affirmed the labor arbiter’s
decision. Hence, the filing of this appeal.
ISSUE: Whether or not the 2-year extension of
Montehermozo’s employment was made with the
knowledge and consent of Sunace
HELD: There is an implied revocation of an
agency relationship when after the termination of
the original employment contract, the foreign
principal directly negotiated with the employee
and entered into a new and separate
employment contract.
Contrary to the Court of Appeals finding, the
alleged continuous communication was with the
Taiwanese broker Wang, not with the foreign
employer.
The finding of the Court of Appeals solely on the
basis of the telefax message written by Wang to
Sunace, that Sunace continually communicated
with the foreign "principal" (sic) and therefore
was aware of and had consented to the
execution of the extension of the contract is
misplaced. The message does not provide
evidence that Sunace was privy to the new
contract executed after the expiration on
February 1, 1998 of the original contract. That
Sunace and the Taiwanese broker
communicated regarding Montehermozo’s
allegedly withheld savings does not necessarily
mean that Sunace ratified the extension of the
contract.
As can be seen from that letter communication,
it was just an information given to Sunace that
Montehermozo had taken already her savings
from her foreign employer and that no deduction
was made on her salary. It contains nothing
about the extension or Sunace’s consent
thereto.
Parenthetically, since the telefax message is
dated February 21, 2000, it is safe to assume
that it was sent to enlighten Sunace who had
been directed, by Summons issued on February
15, 2000, to appear on February 28, 2000 for a
mandatory conference following Montehermozo’s
filing of the complaint on February 14, 2000.
Respecting the decision of Court of Appeals
following as agent of its foreign principal,
[Sunace] cannot profess ignorance of such an
extension as obviously, the act of its principal
extending [Montehermozo’s] employment
contract necessarily bound it, it too is a
misapplication, a misapplication of the theory of
imputed knowledge.
The theory of imputed knowledge ascribes the
knowledge of the agent, Sunace, to the principal,
employer, not the other way around. The
knowledge of the principal-foreign employer
cannot, therefore, be imputed to its agent
Sunace.
There being no substantial proof that Sunace
knew of and consented to be bound under the 2-
year employment contract extension, it cannot
be said to be privy thereto. As such, it and its
"owner" cannot be held solidarily liable for any of
Montehermozo’s claims arising from the 2-year
employment extension. As the New Civil Code
provides, Contracts take effect only between the
parties, their assigns, and heirs, except in case
where the rights and obligations arising from the
contract are not transmissible by their nature,
or by stipulation or by provision of law.
Furthermore, as Sunace correctly points out,
there was an implied revocation of its agency
relationship with its foreign principal when, after
the termination of the original employment
contract, the foreign principal directly negotiated
with Montehermozo and entered into a new and
separate employment contract in Taiwan. Article
1924 of the New Civil Code states that the
agency is revoked if the principal directly
manages the business entrusted to the agent,
dealing directly with third persons.
GR No. 156262
TITLE: Maria Tuazon, Alejandro Tuazon,
Melencio Tuazon, Spouses Anastacio and
Mary Buenaventura, petitioners vs.
Heirs of Bartolome Ramos, defendant
NATURE OF ACTION: Petition for Review
PONENTE: Panganiban, J.
FACTS:
• This case arose from failure of the
petitioners to pay the respondents predecessor-
in-interest ( deceased Bartolome Ramos). The
check in issue was indorsed by the petitioner
(Tuazon) in favor of the said predecessor.
• The petitioners Leonilo and Maria
(Tuazon) purchased 8,326 cavans of rice from
Bartolome Ramos. Only 4,437 cavans were paid
leaving unpaid 3,889 cavans with value of P
1,211,919.00. In payment, the spouses issued
several checks.
• The checks bounced due to insufficiency
of funds.
Side of the Petitioner:
• Denied the purchase of rice from
Bartolome and alleged that it was Magdalena
Ramos (his wife) owned and traded the
merchandise. They also alleged that Maria
Tuazon was merely Magdalena’s agent.
• They argued that Evangeline Santos (the
one who issued the checks) was the buyer of the
rice, and the checks were merely turned over by
Maria to Bartolome, without knowing that these
were not funded. They argued that they were
mere agents and should not be held answerable.
• They alleged that Santos should be
primarily liable to Ramos because she was the
one who had purchased the merchandise from
Bartolome as evidenced by the checks that had
been drawn in her name.
• The petitioners also alleged that their
personal properties were sold because they were
meeting financial difficulties and they were
valued in good faith.
Side of the Defendant:
• The Tuazons already knew that they had
no available funds to support the checks, and
anticipated that they will be sued. Thus, they
executed fictitious sales of their properties
(residential house and lot and a Toyota)
RTC Ruling:
• In favor of the plaintiffs (Bartolome) and
against the defendants (Tuazon), ordering the
defendants to pay the plaintiffs as follows:
o 1,750,050.00 + interest; 50,000.00
attorney’s fees; 20,000.00 moral damages; and
pay the cost of suit.
CA Ruling:
• Appeal is DISMISSED and the decision
is AFFIRMED.
ISSUES:
1. WON Maria Tuazon was considered
as an agent of Bartolome Ramos
2. Won Evangeline Santos was an
indispensable party
HELD:
• No.
The declarations of agents alone are generally
insufficient to establish the fact or extent of their
authority. The law makes no presumption of
agency; proving its nature and extent is
incumbent upon the person alleging it. The
petitioners raise the fact of agency as an
affirmative defense, yet fail to prove its existence.
Their filing a suit against her in their own names
negates their claim that they acted as mere
agents in selling the rice obtained from
Bartolome Ramos.
• No.
There is no privity of contract between the
respondents and Santos. Maria Tuazon indorsed
the questioned checks in favor of the
respondent, as indorser, in case the checks were
dishonored, she would pay the corresponding
amount. After an instrument is dishonored by
nonpayment, indorsers cease to be merely
secondarily liable; they become principal debtors
whose liability becomes identical to that of the
original obligor.
DOCTRINE:
• In a contract of agency, one binds
oneself to render some service or to do
something in representation or on behalf of
another, with the latters consent or authority.
• The following are the elements of
agency:
o (1) the parties consent, express or
implied, to establish the relationship;
o (2) the object, which is the execution of
a juridical act in relation to a third person;
o (3) the representation, by which the one
who acts as an agent does so, not for oneself,
but as a representative;
o (4) the limitation that the agent acts
within the scope of his or her authority.
• As the basis of agency is representation,
there must be, on the part of the principal, an
actual intention to appoint, an intention
naturally inferable from the principals words or
actions. In the same manner, there must be an
intention on the part of the agent to accept the
appointment and act upon it. Absent such
mutual intent, there is generally no agency.
Rallos vs. Felix Go Chan & Realty
Corp., Munoz-Palma
March 25, 2016
Plaintiff: Ramon Rallos
Defendant: Felix Go Chan & Sons Realty
Corporation
Facts: Concepcion and Gerundia Rallos were
sisters and registered co-owners of a parcel of
land known as Lot No. 5983 of the Cadastral
Survey of Cebu covered by Transfer Certificate of
Title No. 11116 of the Registry
of Cebu.They executed a special power of
attorney in favor of their brother, Simeon Rallos,
authorizing him to sell such land for and in their
behalf. After Concepcion died, Simeon Rallos
sold the undivided shares of his sisters
Concepcion and Gerundia to Felix Go Chan &
Sons Realty Corporation for the sum of
P10,686.90. New TCTs were issued to the latter.
Petitioner Ramon Rallos, administrator of the
Intestate Estate of Concepcion filed a complaint
praying (1) that the sale of the undivided share
of the deceased Concepcion Rallos in lot 5983 be
unenforceable, and said share be reconveyed to
her estate; (2) that the Certificate of ‘title issued
in the name of Felix Go Chan & Sons Realty
Corporation be cancelled and another title be
issuedin the names of the corporation and the
“Intestate estate of Concepcion Rallos” in equal
undivided and (3) that plaintiff be indemnified by
way of attorney’s fees and payment of costs of
suit.
Issues:
1) WON sale was valid although it was executed
after the death of the principal, Concepcion.
2) WON sale fell within the exception to the
general rule that death extinguishes the
authority of the
agent
3) WON agent’s knowledge of the principal’s
death is a material factor.
4) WON petitioner must suffer the consequence
of failing to annotate a notice of death in the title
(thus there was good faith on the part of the
Respondent vendee)
5) WON good faith on the part of the respondent
in this case should be treated parallel to that of
an
CFI: Sale of land was null and void insofar as
the one-half pro-indiviso share of Concepcion
Rallos Ordered the issuance of new TCTs to
respondent corporation and the estate of
Concepcion in theproportion of ½ share each
pro-indiviso and the payment of attorney’s fees
and cost of litigation Respondent filed cross
claim against Simon Rallos(*Simon and
Gerundia died during pendency of case) juan T.
Borromeo, administrator of the Estate of Simeon
Rallos was ordered to pay defendant the price of
the ½ share of the land (P5,343.45) plus
attorney’s fees [Borromeo filed a third party
complaint against Josefina Rallos, special
administratrix of the Estate of Gerundia]
Dismissed without prejudice to filing either a
complaint against the regular administrator of
the Estate of Gerundia Rallos or a claim in the
Intestate-Estate of Cerundia Rallos, covering
the same subject-matter
CA: CFI Decision reversed, upheld the sale of
Concepcion’s share.MR: denied.innocent
purchaser for a value of a land.
LOADMASTERS CUSTOMS SERVICES, INC.,
vs. GLODEL BROKERAGE CORPORATION and
R&B INSURANCE CORPORATION, / G.R. No.
179446 / January 10, 2011
FACTS:
The case is a petition for review on
certiorari under Rule 45 of the Revised Rules of
Court assailing the August 24, 2007 Decision of
the Court of Appeals (CA) in CA-G.R. CV No.
82822.
On August 28, 2001, R&B Insurance
issued Marine Policy No. MN-00105/2001 in
favor of Columbia to insure the shipment of 132
bundles of electric copper cathodes against All
Risks. On August 28, 2001, the cargoes were
shipped on board the vessel "Richard Rey" from
Isabela, Leyte, to Pier 10, North Harbor, Manila.
They arrived on the same date.
Columbia engaged the services of Glodel
for the release and withdrawal of the cargoes
from the pier and the subsequent delivery to its
warehouses/plants. Glodel, in turn, engaged the
services of Loadmasters for the use of its delivery
trucks to transport the cargoes to Columbia’s
warehouses/plants in Bulacan
and Valenzuela City.
The goods were loaded on board twelve
(12) trucks owned by Loadmasters, driven by its
employed drivers and accompanied by its
employed truck helpers. Of the six (6) trucks
route to Balagtas, Bulacan, only five (5) reached
the destination. One (1) truck, loaded with 11
bundles or 232 pieces of copper cathodes, failed
to deliver its cargo.
Later on, the said truck, was recovered
but without the copper cathodes. Because of this
incident, Columbia filed with R&B Insurance a
claim for insurance indemnity in the amount
ofP1,903,335.39. After the investigation, R&B
Insurance paid Columbia the amount
ofP1,896,789.62 as insurance indemnity.
R&B Insurance, thereafter, filed a
complaint for damages against both
Loadmasters and Glodel before the Regional
Trial Court, Branch 14, Manila (RTC), It sought
reimbursement of the amount it had paid
to Columbia for the loss of the subject cargo. It
claimed that it had been subrogated "to the right
of the consignee to recover from the
party/parties who may be held legally liable for
the loss."
On November 19, 2003, the RTC
rendered a decision holding Glodel liable for
damages for the loss of the subject cargo and
dismissing Loadmasters’ counterclaim for
damages and attorney’s fees against R&B
Insurance.
Both R&B Insurance and Glodel
appealed the RTC decision to the CA.
On August 24, 2007, the CA rendered
that the appellee is an agent of appellant Glodel,
whatever liability the latter owes to appellant
R&B Insurance Corporation as insurance
indemnity must likewise be the amount it shall
be paid by appellee Loadmasters. Hence,
Loadmasters filed the present petition for review
on certiorari.
ISSUE:
Whether or not Loadmasters and Glodel are
common carriers to determine their liability for
the loss of the subject cargo.
RULING:
The petition is PARTIALLY
GRANTED. Judgment is rendered declaring
petitioner Loadmasters Customs Services, Inc.
and respondent Glodel Brokerage Corporation
jointly and severally liable to respondent
Under Article 1732 of the Civil Code, common
carriers are persons, corporations, firms, or
associations engaged in the business of carrying
or transporting passenger or goods, or both by
land, water or air for compensation, offering
their services to the public. Loadmasters is a
common carrier because it is engaged in the
business of transporting goods by land, through
its trucking service. It is a common carrier as
distinguished from a private carrier wherein the
carriage is generally undertaken by special
agreement and it does not hold itself out to carry
goods for the general public. Glodel is also
considered a common carrier within the context
of Article 1732. For as stated and well provided
in the case of Schmitz Transport & Brokerage
Corporation v. Transport Venture, Inc., a customs
broker is also regarded as a common carrier, the
transportation of goods being an integral part of
its business.
Loadmasters and Glodel, being both common
carriers, are mandated from the nature of their
business and for reasons of public policy, to
observe the extraordinary diligence in the
vigilance over the goods transported by them
according to all the circumstances of such case,
as required by Article 1733 of the Civil Code.
When the Court speaks of extraordinary
diligence, it is that extreme measure of care and
caution which persons of unusual prudence and
circumspection observe for securing and
preserving their own property or rights. With
respect to the time frame of this extraordinary
responsibility, the Civil Code provides that the
exercise of extraordinary diligence lasts from the
time the goods are unconditionally placed in the
possession of, and received by, the carrier for
transportation until the same are delivered,
actually or constructively, by the carrier to the
consignee, or to the person who has a right to
receive them.
The Court is of the view that both Loadmasters
and Glodel are jointly and severally liable to R &
B Insurance for the loss of the subject cargo.
Loadmasters’ claim that it was never privy to the
contract entered into by Glodel with the
consignee Columbia or R&B Insurance as
subrogee, is not a valid defense.
For under ART. 2180. The obligation imposed by
Article 2176 is demandable not only for one’s
own acts or omissions, but also for those of
persons for whom one is responsible.
xxxx
Employers shall be liable for the damages
caused by their employees and household
helpers acting within the scope of their assigned
tasks, even though the former are not engaged
in any business or industry.
It is not disputed that the subject cargo was lost
while in the custody of Loadmasters whose
employees (truck driver and helper) were
instrumental in the hijacking or robbery of the
shipment. As employer, Loadmasters should be
made answerable for the damages caused by its
employees who acted within the scope of their
assigned task of delivering the goods safely to
the warehouse.
Glodel is also liable because of its failure to
exercise extraordinary diligence. It failed to
ensure that Loadmasters would fully comply
with the undertaking to safely transport the
subject cargo to the designated destination.
Glodel should, therefore, be held liable with
Loadmasters. Its defense of force majeure is
unavailing.
For the consequence, Glodel has no one to
blame but itself. The Court cannot come to its
aid on equitable grounds. "Equity, which has
been aptly described as ‘a justice outside
legality,’ is applied only in the absence of, and
never against, statutory law or judicial rules of
procedure." The Court cannot be a lawyer and
take the cudgels for a party who has been at
fault or negligent.
MANILA MEMORIAL PARK CEMETERY,
INC.vs.PEDRO L. LINSANGAN
FACTS:
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 was
no longer interested in acquiring the lot and 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 to the original buyer and to complete
the down payment to MMPCI. Baluyot issued
handwritten and typewritten receipts for these
payments. Contract No. 28660 has a listed price
of P132,250.00. Atty. Linsangan objected to the
new contract price, as the same was not the
amount previously agreed upon. To convince
Atty. Linsangan, Baluyot executed a
document confirming that while the contract
price is P132,250.00, Atty. Linsangan would pay
only the original price of P95,000.00.
Later on, Baluyot verbally advised Atty.
Linsangan that Contract No. 28660 was
cancelled for reasons the latter could not
explain. For the alleged failure of MMPCI and
Baluyot to conform to their agreement, Atty.
Linsangan filed a Complaint for Breach of
Contract and Damages against the former.
MMPCI alleged that Contract No. 28660 was
cancelled conformably with the terms of the
contract because of non-payment of arrearages.
MMPCI stated 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. Moreover,
MMPCI was not aware of the arrangements
entered into by Atty. Linsangan and Baluyot, as
it in fact received a down payment and monthly
installments as indicated in the contract.
The trial court held MMPCI and Baluyot jointly
and severally liable. The Court of Appeals
affirmed the decision of the trial court.
ISSUES:
1. Whether or not there was a contract of agency
between Baluyot and MMPCI?
2. Whether or not MMPCI should be liable for
Baluyot’s act?
HELD:
First Issue. Yes. By the contract of agency, a
person binds himself to render some service or
to do something in representation or on behalf of
another, with the consent or authority of the
latter. As properly found both by the trial court
and the Court of Appeals, Baluyot was
authorized to solicit and remit to MMPCI offers
to purchase interment spaces obtained on forms
provided by MMPCI. The terms of the offer to
purchase, therefore, are contained in such forms
and, when signed by the buyer and an
authorized officer of MMPCI, becomes binding on
both parties.
Second Issue. No. While there is no more
question as to the agency relationship between
Baluyot and MMPCI, there is no indication that
MMPCI let the public, or specifically, Atty.
Linsangan to believe that Baluyot had the
authority to alter the standard contracts of the
company. Neither is there any showing that
prior to signing Contract No. 28660, MMPCI had
any knowledge of Baluyot's commitment to Atty.
Linsangan. Even assuming that Atty. Linsangan
was misled by MMPCI's actuations, he still
cannot invoke the principle of estoppel, as he
was clearly negligent in his dealings with
Baluyot, and could have easily determined, had
he only been cautious and prudent, whether
said agent was clothed with the authority to
change the terms of the principal's written
contract.
To repeat, the acts of the agent beyond the scope
of his authority do not bind the principal unless
the latter ratifies the same. It also bears
emphasis that when the third person knows that
the agent was acting beyond his power or
authority, the principal cannot be held liable for
the acts of the agent. If the said third person
was aware of such limits of authority, he is to
blame and is not entitled to recover damages
from the agent, unless the latter undertook to
secure the principal's ratification.