Case Summary (G.R. No. L-18751)
Context of the Agreement
On October 24, 1951, Primateria Zurich, represented by Alexander G. Baylin, entered into a contractual agreement with the Philippine Products Company to procure copra for its account. This agreement was initially set for a tentative period of one month, later extended to February 24, 1952, and subsequently prolonged into 1953. Throughout this duration, copra shipments were directed to foreign customers as per the instructions of Primateria Zurich, facilitated through its Philippine branch, Primateria (Phil.) Inc.
Amount Due and Trial Outcomes
By May 30, 1955, the outstanding amount owed by Primateria Zurich to the Philippine Products Company totaled PHP 33,009.71, although it had made a partial payment of PHP 2,000. The Manila court established that Primateria Zurish owed PHP 31,009.71 upon trial, subsequently ruling it liable for this amount and for attorney's fees amounting to PHP 2,000, while releasing Primateria (Phil.) Inc., Baylin, and Jose M. Crame from liability.
Appellate Claims
The Philippine Products Company's appeal contested the lower court's ruling that dismissed its claims against the three individuals, arguing that Primateria Zurich constituted a foreign corporation per Sections 68 and 69 of the Corporation Law. These provisions prohibit foreign entities from conducting business in the Philippines without a necessary license and impose penalties for such violations.
Legal Definitions and Entities
Section 68 stipulates the requirement for foreign corporations to secure a business license in the Philippines. Meanwhile, Section 69 discusses liability implications for agents or officers conducting business for unlicensed foreign entities. The key legal questions revolved around whether Primateria Zurich could be classified as a foreign corporation and whether it had engaged in business operations within the jurisdiction that would incur liability for its agents.
Jurisprudential Findings
The lower court found insufficient evidence to classify Primateria Zurich as a foreign corporation within the definitional parameters of the Corporation Law and indicated that a "societe anonyme" is likely not equivalent to a corporation as understood in local law. The court thus concluded that the plaintiff could not pursue a claim against both Primateria Zurich (the principal) and its agents since a valid judgment against the principal already existed, which the plaintiff did not appeal.
Liability of Agents
The court noted that under Article 1897 of the New Civil Code, an agent is not p
...continue readingCase Syllabus (G.R. No. L-18751)
Case Background
- The case involves an action to recover a sum of P33,009.71 with interest and attorney's fees amounting to P8,000.00, initiated by the Philippine Products Company (plaintiff and appellant) against Primateria Societe Anonyme Pour Le Commerce Exterieur (defendant and appellee), among others.
- Primateria Zurich, the main defendant, is identified as a foreign juridical entity with its main office located in Zurich, Switzerland. The entity was involved in international trade, particularly with agricultural products.
- A contractual agreement was entered into on October 24, 1951, wherein Philippine Products Company was contracted to buy copra on behalf of Primateria Zurich for an initial experimental period of one month, which was later extended until 1953.
Transaction Details
- During the contractual relationship, copra was shipped to foreign countries following instructions from Primateria Zurich, through its Philippine-based subsidiary, Primateria (Phil.) Inc., represented by its officers Alexander G. Baylin and Jose M. Crame.
- By May 30, 1955, the outstanding amount owed to Philippine Products Company amounted to P33,009.71, which was later adjusted to P31,009.71 following a payment of P2,000.00 made by Primateria Zurich.
Court Proceedings
- The trial took place in the Manila court of first instance, where it was established that Primateria Zurich was liable