Case Digest (G.R. No. 210788) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
In Yao Ka Sin Trading, owned and operated by Yao Ka Sin (petitioner), versus the Court of Appeals and Prime White Cement Corporation (PWCC) represented by its President‐Chairman, Constancio B. Maglana (respondents), the controversy arose from an undated letter‐offer (Exhibit A) prepared on June 7, 1973 and signed by Maglana for PWCC, proposing the sale of 45,000 bags of white cement under specified price, quality, quantity, delivery, packaging and payment terms. Petitioner, a sole proprietorship represented by its manager Henry Yao, accepted the offer and paid ₱243,000.00. Twenty‐three days later, PWCC’s Board of Directors disapproved Exhibit A by resolution dated June 30, 1973, directing that the ₱243,000.00 be applied to a new contract for only 10,000 bags of cement. PWCC notified petitioner by a July 5, 1973 letter, issued the corresponding delivery order and receipt, and delivered 9,775 bags by December 1973. Petitioner repeatedly demanded delivery of the full 45,000 bags an Case Digest (G.R. No. 210788) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Letter‐offer and initial payment
- On June 7, 1973, Constancio B. Maglana, President‐Chairman of Prime White Cement Corporation (PWCC), signed and transmitted to Yao Ka Sin Trading (YKS) “Exhibit A,” a detailed undated offer to sell 45,000 bags of white cement on specified terms.
- YKS paid P243,000.00 by check of Producers Bank as down payment under Exhibit A.
- Board disapproval and partial performance
- On June 30, 1973, PWCC’s Board of Directors formally disapproved Exhibit A (Minutes, Exhibit 10) and notified YKS by letter of July 5, 1973 (Exhibit 1).
- PWCC nonetheless delivered 10,000 bags under a separate arrangement, issuing a Delivery Order (Exhibit 4) and Official Receipt No. 0394 (Exhibit 5), which YKS accepted without protest.
- Further correspondence and litigation
- From August to November 1973, YKS repeatedly demanded delivery of the remaining 35,000 bags by letters and telegrams; PWCC replied, reiterating the Board’s disapproval and limiting sale to 10,000 bags.
- On March 4, 1974, YKS filed a complaint for specific performance with damages in the CFI of Leyte (Civil Case No. 5064). The RTC rendered judgment ordering delivery of 45,000 bags plus damages; PWCC appealed.
- On December 21, 1979, the Court of Appeals reversed, dismissed the complaint, and awarded damages and attorney’s fees to PWCC. YKS petitioned to the Supreme Court.
Issues:
- Authority and validity of Exhibit A
- Whether Exhibit A, signed by PWCC’s President without Board approval, constitutes a binding contract.
- Whether PWCC clothed its President with apparent authority to bind the corporation.
- Enforceability of the option clause and procedural admissions
- Whether the option to renew Exhibit A is binding absent separate consideration.
- Whether Sec. 8, Rule 8 of the Rules of Court applies to documents attached to PWCC’s Answer.
- Capacity to sue
- Whether Yao Ka Sin Trading, a sole proprietorship, has legal personality to institute the action.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)