Case Digest (G.R. No. 203566)
Facts:
Total Petroleum Philippines Corporation v. Edgardo Lim and Tyreplus Industrial Sales, Inc., G.R. No. 203566, June 23, 2020, Supreme Court First Division, Lazaro-Javier, J., writing for the Court. Petitioner Total Petroleum Philippines Corporation (Total) is a manufacturer and wholesaler of automotive lubricants; respondents are Edgardo Lim (Lim) and Tyreplus Industrial Sales, Inc. (Tyreplus), a distributor of automotive parts and lubricants.On December 1, 1999, Total and Tyreplus executed a Commercial Distributorship Agreement granting Tyreplus a non‑exclusive, non‑transferable distributorship (Articles 2 and 9). Tyreplus thereafter received Total products for distribution; Lim, as Tyreplus president, purchased vehicles and managed operations. After Tyreplus’ general manager resigned on December 31, 1999, Lim asserted that Tyreplus had changed its trade name to Superpro Industrial Sales Corporation (Superpro) and, on February 10, 2000, executed a new distributorship agreement between Total and Superpro; Superpro’s Certificate of Incorporation bore SEC registration dated February 8, 2000. Lim furnished Total with letters and Superpro documents and obtained a PSBank Letter of Undertaking dated February 11, 2000 stating a P500,000 guaranty “to answer for the obligations of Superpro, and its predecessor Tyreplus.”
Believing Tyreplus had become Superpro, Total entered into the new agreement with Superpro but subsequently learned the two were distinct entities. Total served Tyreplus and Superpro notices of pre‑termination on March 9, 2000 and demanded payment for unpaid deliveries; Lim then ordered stop‑payment on checks he had issued. Tyreplus filed suit for damages on September 14, 2000 in RTC Branch 10, Davao City (Civil Case No. 28102‑2000). Total counterclaimed.
The RTC, in a Decision dated November 15, 2005, found for Total, held that Tyreplus breached the agreement, and awarded Total P472,926.30 (plus damages and attorney’s fees); on partial reconsideration the trial court increased actual damages to P401,308.00. On appeal, the Court of Appeals in CA‑G.R. CV No. 00819‑MIN reversed by Decision dated February 29, 2012, holding Total estopped from pre‑terminating Tyreplus’ agreement and awarding respondents damages and attorney’s fees while still ordering payment of the unpaid obligation. The CA denie...(Pro-only)
Issues:
- Did the Court of Appeals err in ruling that Total had no basis to pre‑terminate its Distributorship Agreement with Tyreplus (i.e., was Total estopped and/or did Tyreplus unlawfully assign its rights and obligations to Superpro)?
- Should Edgardo Lim, as president of Tyreplus (and Superpro), be held personally liable for Tyreplus’ obligations?
- What monetary relief (damages, attorney’s fees, and interest) sh...(Pro-only)
Ruling:
- (Pro-only)
Ratio:
- (Pro-only)
Doctrine:
- (Pro-only)