Silahis Marketing Corp v.

IAC
Facts:
Gregorio de Leon of Mark Industries sold to Silahis various merchandise (such as
the stainless steel screen or sprockets) amounting to 22,213 PhP. Silahis failed to pay
despite demands, so De Leon filed for collection of accounts with interest and atty’s fees.
On trial, Silahis admitted to its debt of 22,213 PhP, but put up counterclaims/affirmative
defenses:
 Debit memo of 22,200 PhP as UNREALIZED PROFIT/COMMISSION Silahis
would’ve received from the sale of De Leon’s sprockets worth 111,000 PhP if it
was coursed through Silahis first instead of a direct sale from De Leon to Dole.
(Note that it is the usual practice of Silahis to act as agent of De Leon).
 Silahis claim entitling to return the stainless steel screen to De Leon w/c Borden,
Davao, it’s client, found defective
CFI partially set-off/compensated Silahis with respect only to the debit memo
(testimonial evidence proved that the usual practice of business was to sell it to Silahis
first, and not De Leon directly dealing with clients), but not the screen as it was much too
late to present claim (purchase and delivery was made 1 year ago).
De Leon appealed to IAC, which set aside CFI’s decision because of lack of
factual basis: 1) There was nothing in the memo obligation De Leon to pay Silahis a
commission for the sale of sprockets and 2) There was no agreement, verbal or otherwise,
prohibiting De Leon to directly sell to Dole.

Issue:
W/N De Leon is liable to Silahis for the commission for the direct sale of De Leon, for
violating their “agreement” to course it through Silahis first

Held:
No, De Leon is not liable! SC agreed with IAC that it found nothing in the debit
memo to show that De Leon obligated himself to compensate Silahis because he made a
direct sale to Dole. Besides, : 1) the debit memo wasn’t signed by De Leon and 2) De
Leon did not use Silahis’ personnal and facilities to transact with Dole.
There is no doubt about Silahis’ outstanding account to De Leon of 22,213 PhP,
yet the “supposed” 22,200K commission to Silahis is DISPUTED. In this case, there can
be no compensation because the debt is not LIQUIDATED nor CLEAR. Compensation
does not extend to unliquidated, disputed claims arising from a breach of contract.