Facts:
Green Valley Poultry & Allied Products, Inc., petitioner, sought review of a decision of the defunct Court of Appeals dated December 26, 1984 in the Philippines affirming a trial court judgment in favor of
E.R. Squibb & Sons Philippine Corporation, respondent. On November 3, 1969 Squibb and Green Valley executed a letter agreement appointing Green Valley as a
non-exclusive distributor for Squibb veterinary products and prescribing a pricing and discount scheme, limited territorial distribution (Central Luzon and Northern Luzon including Cagayan Valley), restrictions on transfers, a required bond of P20,000.00, and a payment term stating that "Payment for Purchases of Squibb Products will be due 60 days from date of invoice." Squibb delivered goods to Green Valley which remained unpaid and then sued to collect the indebtedness. Green Valley defended on the ground that the arrangement was a consignment or
agency to sell and that it had only sold the goods on credit and had not been paid by its customers, so Squibb's action was premature. The trial court rendered judgment in favor of Squibb ordering Green Valley to pay P48,374.74 plus P96.00 with interest at six percent per annum from the filing of the action, plus attorney's fees of P5,000.00 and costs; the Court of Appeals affirmed that judgment, and Green Valley appealed to the Supreme Court.
Issues:
Was the contract between
E.R. Squibb & Sons Philippine Corporation and
Green Valley Poultry & Allied Products, Inc. a contract of sale or an agency/consignment agreement? If the agreement is treated as an agency to sell, may the principal demand payment from the agent who sold the goods on credit without the principal's consent?
Ruling:
Ratio:
Doctrine: