Case Digest (G.R. No. 181368) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
This case, Convets, Inc. vs. National Development Company, et al., G.R. No. L-10232 was decided by the Supreme Court of the Philippines on February 28, 1958. The plaintiff and appellant, Convets, Inc., is a domestic corporation representing the Confederation of Filipino Veterans (CONVETS) and filed the complaint on September 13, 1955, at the Court of First Instance in Manila. The defendants include the National Development Company (NDC), the Land Settlement and Development Corporation (LASEDECO), and the Board of Liquidators established by Republic Act No. 1160. The core of the complaint arises from the recovery of P36,000, claimed as the agent's commission from the sale of certain commodities.
The facts indicate that on July 7, 1949, the NDC's committee recommended that the agency be allowed to charge a 10% commission on sales from a collection of surplus goods known as the Caledonia Pile, for which CONVETS was later designated the exclusive sales agent. Subsequently,
Case Digest (G.R. No. 181368) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Background and Parties
- Plaintiff:
- The Confederation of Filipino Veterans, operating as CONVETS, Inc., a domestic corporation.
- Defendants:
- National Development Company (NDC)
- Land Settlement and Development Corporation (LASEDECO)
- Board of Liquidators (created by Republic Act No. 1160)
- Alleged Transaction and Agency Relationship
- Formation of Agency:
- On July 7, 1949, a committee of the NDC recommended that CONVETS be appointed as the exclusive sales agent with a 10% straight commission on sales from the Caledonia Pile.
- The recommendation was conveyed in a memorandum (Annex A) and later adopted by the NDC’s Board of Directors on July 13, 1949 (Annex B).
- Appointment as Exclusive Agent:
- The agreement by the NDC, as evidenced in the Board’s minutes, allowed CONVETS to act as the sole agent for the sale of all items of the Caledonia Pile.
- The Sale Transaction
- Identification of Buyer:
- On September 28, 1949, the plaintiff informed the NDC Board of finding a buyer, Joseph Behr & Sons, Inc. located in Rockford, Illinois, U.S.A.
- Execution of Sale:
- On November 25, 1949, through the plaintiff’s direct intervention, a contract of sale for approximately 4,000 tons of spare parts (from the Caledonia Pile) was approved by the NDC’s Board.
- The sale was executed with the buyer paying P90 per ton, facilitated by an irrevocable Letter of Credit amounting to $150,000 (Annexes C, D, and E).
- Subsequent Agency Agreement and Transfer of Assets
- Written Agency Agreement:
- A formal written agreement was entered into on February 8, 1950, retroactively effective from July 13, 1949 (Annex F).
- Transfer of Management:
- On October 23, 1950, Executive Order No. 355 transferred the management and disposition of the Caledonia Pile from NDC to LASEDECO.
- Upon dissolution of LASEDECO by Republic Act No. 1160, its assets (including the Caledonia Pile) were handed over to the Board of Liquidators, raising uncertainty as to which defendant was responsible for payment.
- Claim for Commission and Procedural Posture
- Commission Demand:
- CONVETS sought recovery of its commission (P36,000) for services rendered in the sale.
- Despite the consummation of the sale and repeated demands, defendants failed or refused to pay the agreed commission.
- Defendants’ Motion to Dismiss:
- Grounds included the allegation that the complaint did not state a valid cause of action and that the claim had prescribed.
- The lower court dismissed the complaint based in part on:
- Inference that the sale was a direct transaction between the NDC management and the buyer, not executed under the conditions set forth in the complaint’s annexes.
- The conclusion that there was no cause of action against LASEDECO and the Board of Liquidators, as the articles sold were no longer under their control.
- Prescription of the claim based on the sale’s consummation date versus filing date.
Issues:
- Sufficiency of the Complaint
- Whether the plaintiff’s complaint adequately alleges facts constituting a cause of action for recovery of the commission.
- The proper interpretation of annexed documents and whether they negate or conflict with the complaint’s allegations.
- Agency and Contractual Obligations
- Whether the appointment of CONVETS as the exclusive sales agent with a 10% commission is valid and enforceable.
- Whether the actual transacted sale, conducted through the plaintiff’s intervention, satisfies the contractual conditions.
- Prescription and Timeliness
- Whether the defendant’s reliance on the prescription defense (claim having already prescribed) is valid, given the contractual basis.
- The determination of the starting point of the accrual of the cause of action and if the filing date falls within the prescribed period.
- Pleadings and Evidentiary Considerations
- Whether extraneous exhibits (annexes) should be evaluated against the facts as alleged in the complaint.
- Whether conflicting evidence should preclude dismissal at the pleadings stage or be relegated to issues of fact for trial.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)