Apex Mining Co., Inc. v. Southeast Mindanao Gold Mining Corp.

(2006)
 
Facts:

The case involves the “Diwalwal Gold Rush Area” (Diwalwal), a rich tract of mineral land
located inside the Agusan-Davao-Surigao Forest Reserve in Davao del Norte and Davao
Oriental. Since the early 1980s, Diwalwal has been stormed by conflicts brought about by
numerous mining claims overit. On March 10, 1986, Marcopper Mining Corporation
(MMC) was granted an Exploration Permit(EP 133) by the Bureau of Mines and Geo-
Sciences (BMG). A long battle ensued between Apex and MMC with the latter seeking the
cancellation of the mining claims of Apex on the ground that such mining claims were within
a forest reservation (Agusan-Davao-Surigao Forest Reserve) and thus the acquisition on
mining rights should have been through an application for a permit to prospect with theBFD
and not through registration of a DOL with the BMG. When it reached the SC in 1991, the
Court ruled against Apex holding that the area is a forest reserve and thus it should have
applied for a permit to prospect with the BFD.

On February 16 1994, MMC assigned all its rights to EP 133 to Southeast Mindanao
GoldMining Corporation (SEM), a domestic corporation which is alleged to be a 100%-
owned subsidiary ofMMC. Subsequently, BMG registered SEM’s Mineral Production
Sharing Agreement (MPSA)application and the Deed of Assignment. Several oppositions
were filed. The Panel of Arbitrators created by the DENR upheld the validity of EP 133.

Issue: W/N EP 133 and its subsequent transfer to SEM is valid.

Held
 
INVALID. One of the terms and conditions of EP 133 is: “That this permit shall be
for the exclusive use and benefit of the permittee or his duly authorized agents and
shall be used for mineral exploration purposes only and for no other purpose.” While it may
be true that SEM is a100% subsidiary corporation of MMC, there is no showing that the
former is the duly authorized agent of the latter. As such, the assignment is null and void
as it directly contravenes the terms and conditions of the grant of EP 133.a. The Deed
of Assignment was a total abdication of MMC’s rights over the permit.
  
Separate personality.
 The fact that SEM is a 100% subsidiary of MMC does not automatically make
it an agent of MMC. A corporation is an artificial being invested by law with a personality
separate and distinct from persons composing it as well as from that of any other legal
entity to which it may be related. Absent any clear proof to the contrary, SEM is a separate
and distinct entity from MMC.
65) ORIENT AIR SERVICES AND HOTEL REPRESENTATIVES vs. COURT OF APPEALS
CASE NUMBER: GR. NO. 76931 DATE: MAY 29, 1991 PONENTE: PADILLA, J.

FACTS:

 January 15 1977- American Airlines, Inc. an air carrier offering passenger and air
cargo transportation in the Philippines, and Orient Air Services and Hotel
Representatives entered into a General Sales Agency Agreement, whereby the
former authorized the latter to act as its exclusive general sales agent within the
Philippines for the sale of air passenger transportation.

 May 11 1981- American Air took charge of the collection of the proceeds of tickets sold
originally by Orient Air and terminated the Agreement in accordance with Paragraph 13
thereof (Termination).
13. Termination American may terminate the Agreement on two days' notice in the event
Orient Air Services is unable to transfer to the United States the funds payable by Orient Air
Services to American under this Agreement. Either party may terminate the Agreement
without cause by giving the other 30 days' notice by letter, telegram or cable.

 May 15 1981- American Air instituted suit against Orient Air with the Court of First
Instance of Manila, for Accounting with Preliminary Attachment or Garnishment, Mandatory
Injunction and Restraining Order

 In its Answer with counterclaim dated 9 July 1981, Orient Air denied the material
allegations of the complaint with respect to plaintiff's entitlement to alleged unremitted
amounts, contending that after application thereof to the commissions due it under the
Agreement, plaintiff in fact still owed Orient Air a balance in unpaid overriding commissions.
Further, the defendant contended that the actions taken by American Air in the course of
terminating the Agreement as well as the termination itself were untenable, Orient Air
claiming that American Air's precipitous conduct had occasioned prejudice to its business
interests.

 Trial Court ruled in favor of Orient Air

 ON APPEAL: Intermediate Appellate Court affirmed the ruling of TC

ISSUE: W/N the respondent appellate court correctly ruled that Orient Air be reinstated
again as sales agent of American Air?

RULING: By affirming this ruling of the trial court, respondent appellate court, in effect,
compels American Air to extend its personality to Orient Air.

Such would be violative of the principles and essence of agency, defined by law as a
contract whereby "a person binds himself to render some service or to do something in
representation or on behalf of another, WITH THE CONSENT OR AUTHORITY OF THE LATTER
.
In an agent-principal relationship, the personality of the principal is extended through the
facility of the agent. In so doing, the agent, by legal fiction, becomes the principal,
authorized to perform all acts which the latter would have him do. Such a relationship
can only be effected with the consent of the principal, which must not, in any way,
be compelled by law or by any court. The Agreement itself between the parties states
that "either party may terminate the Agreement without cause by giving the other 30 days'
notice by letter, telegram or cable." (emphasis supplied)

We, therefore, set aside the portion of the ruling of the respondent appellate court
reinstating Orient Air as general sales agent of American Air. WHEREFORE, with the
foregoing modification, the Court AFFIRMS the decision and resolution of the respondent
Court of Appeals, dated 27 January 1986 and 17 December 1986, respectively. Costs
against petitioner American Air

Rallos v. Felix Go Chan

Facts:
This is a case of an attorney in-fact, Simeon Rallos, who after of his death of his principal,
Concepcion
Rallos, sold the latter's undivided share in a parcel of land to Felix Go Chan & Sons Realty
Corporation pursuant to a power of attorney which the principal had executed in favor. The
administrator of the estate of then went to court to have the sale declared unenforceable
and to recover the disposed share. The trial court granted the relief prayed for, but upon
appeal the Court of Appeals uphold the validity of the sale and the complaint.

 Concepcion and Gerundia both surnamed Rallos were sisters and registered co-
owners of a parcel of land. The sisters executed a SPECIAL POWER OF ATTORNEY in
favor of their brother, Simeon Rallos, authorizing him to sell for and in their behalf
the said lot
 March 3, 1955, Concepcion Rallos died.
 September 12, 1955, Simeon sold the lot to Felix Go Chan
 deed registered in the Registry of Deeds and TCT was issued in the name of Felix Go
Chan
 Ramon Rallos, administrator of the Intestate estate of Concepcion filed a complaint
praying that the sale be declared UNENFORCEABLEand the share of Concepcion in
the lot be reconveyed to her estate and that TCT in the name of Felix Go Chan
be cancelled and a new one be issued in the name of the corporation and the
Intestate estate of Concepcion

RTC: in favor of Ramon. Deed of sale was declared null and void insofar as the share
of Concepcion, and ordered Register of Deeds to issue new TCT in the name of corporation
and estate

CA: in favor of Felix Go Chan –sales is VALID

ISSUE: what is the legal effect of an act performed by an agent AFTER the death of his
principal? Is the
sale valid?
HELD: NO
 No one may contract in the name of another without being authorized by the latter,
or unless he has by law a right to represent him. A contract entered into in the name
of another by one who has no authority or the legal representation or who has acted
beyond his powers, shall be unenforceable, unless it is ratified, expressly or
impliedly, by the person on whose behalf it has been executed, before it is
revoked by the other contracting party.

 Out of the above given principles, sprung the creation and acceptance of the
RELATIONSHIP OF AGENCY whereby one party,called the principal authorizes
another, called the agent to act for and in his behalf in transactions withthird
persons.

 The essential elements of agency are:

o there is consent, express or implied of the parties to establish the

relationship;
o the object is the execution of a juridical act in relation to a third person;
o the agents acts as a representative and not for himself, and
o the agent acts within the scope of his authority
o
AGENCY is basically personal representative and derivative in nature. The authority of
the agent to act emanates from the powers granted to him by his principal; his act is the
act of the principal if done within the scope of the authority."He who acts through another
acts himself”

Caram v. Laureta
G.R. No. L-28740, 24 February 1981

FACTS:

Marcos Mata conveyed a parcel of land in favor of Claro Laureta. The deed of absolute sale was not
registered because it was not acknowledged before a notary public or any authorized officer. Nonetheless,
Mata delivered to Laureta possession of the property together with pertinent papers (OCT, tax declaration
etc.)

Subsequently, the same parcel of land was sold by Mata to Fermin Caram. The deed of sale in favor of
Caram was acknowledged before Atty. Aportadera. Mata, through Aportadera and Arcilla, filed with the CFI
Davao a petition for the issuance of a new owner’s duplicate of the OCT, alleging loss of said document. The
court issued a new title and declared the loss title null and void

Laureta, then, filed before CFI Davao an action for nullity, recovery of ownership and/or reconveyance
against Mata and Caram.

Mata, in his answer, alleged that he signed the sale in favor of Laureta as he was subjected to duress, threat
and intimidation since Laureta was the commanding officer of the USFIP in Davao. Caram, on the other
hand, denied that he had any knowledge or information of any previous encumbrance, transaction or
alienation in favor of Laureta until the filing of the complaints

The trial court held in favor of Laureta and declared the sale in favor of Caram null and void
Petitioner Caram assailed the trial court finding that the second sale of the property was made through his
representatives, Irespe and Aportadera. Caram contended that Irespe merely acted as a broker with the
specific task and duty to pay Mata P1,000 for the property and to ensure that the deed of sale was executed
by Mata, and that Aportadera only acted as notary public in the execution of the deed of sale

ISSUE:

WON Irespe and Aportadera were agents of Caram for the purpose of buying the subject property?

RULING:

YES. The facts show that Mata and Caram had never met. During the trial Mata testified that he knew
Aportadera but he did not know Caram. Thus, the sale of the property could only have been through
Caram’s representatives, Irespe and Aportadera.

Even if Irespe and Aportadera did not have actual knowledge of the first sale, still their actions have not
satisfied the requirement of good faith. In the instant Case, Irespe and Aportadera had knowledge of
circumstances which ought to have put them on inquiry. Both of them knew that Mata’s OCT together with
other papers pertaining to the land were taken by Laureta.

There is no doubt then that Irespe and Aportadera, acting as agents of Caram, purchased the property of
Mata in bad faith. Applying the principle of agency, Caram as principal, should also be deemed to have acted
in bad faith

BANK OF PHILIPPINE ISLANDS v. YOLANDA LAINGO, GR No. 205206, 2016-03-16

Facts:
Rheozel Laingo (Rheozel), the son of respondent Yolanda Laingo (Laingo), opened a "Platinum 2-in-1
Savings and Insurance" account with petitioner Bank of the Philippine Islands (BPI) in its Claveria,
Davao City... a savings account where depositors are automatically covered by an insurance policy
against disability or death issued by petitioner FGU Insurance Corporation
A Personal Accident Insurance Coverage Certificate No. 043549 was also issued by FGU Insurance in
the name of Rheozel with Laingo as his named beneficiary
Rheozel died due to a vehicular accident
Laingo instructed the family's personal secretary, Alice Torbanos (Alice) to go to BPI, Claveria, Davao
City branch and inquire about the savings account of Rheozel. Laingo wanted to use the money in the
savings account for Rheozel's burial and funeral expenses.
Due to Laingo's credit standing and relationship with BPI, BPI accommodated Laingo who was allowed
to withdraw P995,000 from the account of Rheozel. A certain Ms. Laura Cabico, an employee of BPI,
went to Rheozel's wake at the Cosmopolitan Funeral Parlor to verify some information from Alice and
brought with her a number of documents for Laingo to sign for the withdrawal of the P995,000.
More than two years later
Rheozel's sister, Rhealyn Laingo-Concepcion, while arranging Rheozel's personal things in his room at
their residence in Ecoland, Davao City, found the Personal Accident Insurance Coverage Certificate No.
043549 issued by FGU Insurance. Rhealyn immediately conveyed the information to Laingo.
Laingo sent two letters... requesting them to process her claim as beneficiary
FGU Insurance sent a reply-letter to Laingo denying her claim
Laingo should have filed the claim within three calendar months from the death of Rheozel as required
under Paragraph 15 of the Personal Accident Certificate of Insurance
Laingo filed a Complaint[4] for Specific Performance with Damages... trial court decided the case in
favor of respondents... the prescriptive period of 90 days shall commence from the time of death of
the insured and not from the knowledge of the beneficiary.
Laingo filed an appeal with the Court of Appeals.
the Court of Appeals reversed the ruling of the trial court. The Court of Appeals ruled that Laingo could
not be expected to do an obligation which she did not know existed. The appellate court added that
Laingo was not a party to the insurance contract entered into between Rheozel and petitioners. Thus,
she could not be bound by the 90-day stipulation.
Issues:
whether or not Laingo, as named beneficiary who had no knowledge of the existence of the insurance
contract, is bound by the three calendar month deadline for filing a written notice of claim upon the
death of the insured.
Ruling:
petition lacks merit.
BPI did not notify her of the attached insurance policy. Thus, Laingo attributes responsibility to BPI
and FGU Insurance for her failure to file the notice of insurance claim within three months from her
son's death.
BPI offered a deposit savings account with life and disability insurance coverage to its customers
called the Platinum 2-in-1 Savings and Insurance account. This was a marketing strategy promoted by
BPI in order to entice customers to invest their money with the added benefit of an insurance policy.
BPI tied up with its affiliate, FGU Insurance, as its partner. Any customer interested to open a deposit
account under this 2-in-1 product, after submitting all the required documents to BPI and obtaining
BPI's approval, will automatically be given insurance coverage. Thus, BPI acted as agent of FGU
Insurance with respect to the insurance feature of its own marketed product.
Agency may even be implied from the words and conduct of the parties and the circumstances of the
particular case. For an agency to arise, it is not necessary that the principal personally encounter the
third person with whom the agent interacts. The law in fact contemplates impersonal dealings where
the principal need not personally know or meet the third person with whom the agent transacts:
precisely, the purpose of agency is to extend the personality of the principal through the facility of the
agent.
Rheozel directly communicated with BPI, the agent of FGU Insurance. BPI not only facilitated the
processing of the deposit account and the collection of necessary documents but also the necessary
endorsement for the prompt approval of the insurance coverage without any other action on Rheozel's
part. Rheozel did not interact with FGU Insurance directly and every transaction was coursed through
BPI.
when an agency relationship is established, the agent acts for the principal insofar as the world is
concerned. Consequently, the acts of the agent on behalf of the principal within the scope of the
delegated authority have the same legal effect and consequence as though the principal had been the
one so acting in the given situation.
BPI, as agent of FGU Insurance, had the primary responsibility to ensure that the 2-in-1
account be reasonably carried out with full disclosure to the parties... it was incumbent
upon BPI to give proper notice of the existence of the insurance coverage and the
stipulation in the insurance contrac
The agent is bound by his acceptance to carry out the agency and is liable for the damages which,
through his non-performance, the principal may suffer.
He must also finish the business already begun on the death of the principal, should delay entail any
danger.
In the execution of the agency, the agent shall act in accordance with the instructions of the principal.
n default, thereof, he shall do all that a good father of a family would do, as required by the nature of
the business.
an agent is bound to carry out the agency... duty of the agent to act in good faith for the
advancement of the interests of the principal. In this case, BPI had the obligation to carry out the
agency by informing the beneficiary, who appeared before BPI to withdraw funds of the insured who
was BPI's depositor, not only of the existence of the insurance contract but also the accompanying
terms and conditions of the insurance policy in order for the beneficiary to be able to properly and
timely claim the benefit.
BPI, in turn, should have fulfilled its duty, as agent of FGU Insurance, of advising Laingo that there
was an added benefit of insurance coverage in Rheozel's savings account. An insurance company has
the duty to communicate with the beneficiary upon receipt of notice of the death of the insured.
how a good father of a family should have acted within the scope of its business dealings with its
clients.
not only to provide utmost customer satisfaction in terms of its own products and services but also to
give assurance that its business concerns with its partner entities are implemented accordingly.
BPI had been informed of Rheozel's death by the latter's family. Since BPI is the agent of FGU
Insurance, then such notice of death to BPI is considered as notice to FGU Insurance as well. FGU
Insurance cannot now justify the denial of a beneficiary's insurance claim for being filed out of time
when notice of death had been communicated to its agent within a few days after the death of the
depositor-insured.
BPI had ample opportunity to inform Laingo, whether verbally or in writing, regarding the existence of
the insurance policy attached to the deposit account.
Rheozel's death was headlined in a daily major newspaper... not only was Laingo, through her
representative, able to inquire about Rheozel's deposit account with BPI two days after his death but
she was also allowed by BPI's Claveria, Davao City branch to withdraw from the funds... an employee
of BPI visited Rheozel's wake and submitted documents for Laingo to sign in order to process the
withdrawal request... despite being given many opportunities to communicate with Laingo regarding
the existence of the insurance contract, BPI neglected to carry out its duty
Laingo had no means to ascertain that she was entitled to the insurance claim. It would be
unfair for Laingo to shoulder the burden of loss when BPI was remiss in its duty to properly
notify her that she was a beneficiary.
DENY the petition

LIM v CA

MANUEL LIM and ROSITA LIM, spouses, were charged before the Regional Trial Court of Malabon with estafa
on.

The Informations substantially alleged that Manuel and Rosita, conspiring together, purchased goods from
Linton Commercial Company, Inc. (LINTON), and with deceit issued seven Consolidated Bank and Trust
Company (SOLIDBANK) checks simultaneously with the delivery as payment therefor. When presented to
the drawee bank for payment the checks were dishonored as payment on the checks had been stopped
and/or for insufficiency of funds to cover the amounts. Despite repeated notice and demand the Lim spouses
failed and refused to pay the checks or the value of the goods.
The checks were issued at their place of business, received by a collector of LINTON, and dishonored by the
drawee bank, all in Kalookan City. Furthermore, no evidence whatsoever supports the proposition that they
knew that their checks were insufficiently funded. In fact, some of the checks were funded at the time of
presentment but dishonored nonetheless upon their instruction to the bank to stop payment. In fine,
considering that the checks were all issued, delivered, and dishonored in Kalookan City, the trial court of
Malabon exceeded its jurisdiction when it tried the case and rendered judgment thereon.

ISSUE: WHETHER THE COLLECTOR ACTS AS AN AGENT OF LINTON?

RULING: NO.

Although LINTON sent a collector who received the checks from petitioners at their place of business in
Kalookan City, they were actually issued and delivered to LINTON at its place of business in Balut, Navotas.
The receipt of the checks by the collector of LINTON is not the issuance and delivery to the payee in
contemplation of law. The collector was not the person who could take the checks as a holder, i.e., as a
payee or indorsee thereof, with the intent to transfer title thereto. Neither could the collector be deemed an
agent of LINTON with respect to the checks because he was a mere employee.

In Yabut, the court said:

For a contract of agency to exist, the consent of both parties is essential. The principal consents that the
other party, the agent, shall act on his behalf, and the agent consents so as to act. It must exist as a fact.
The law makes no presumption thereof. The person alleging it has the burden of proof to show, not only the
fact of its existence, but also its nature and extent