Amon Trading Corporation vs.
CA
G.R. No. 158585. December 13, 2005
Facts:
Private respondent Tri-Realty is a developer and contractor with
projects in Bulacan and Quezon City. Lines & Spaces, represented by Eleanor
Bahia Sanchez, informed private respondent that it could obtain cement to
its satisfaction from petitioners, Amon Trading Corporation and its sister
company, Juliana Marketing. On the strength of such representation, private
respondent proceeded to order from Sanchez Six Thousand Fifty (6,050)
bags of cement from petitioner Amon Trading Corporation, and from Juliana
Marketing, Six Thousand (6,000) bags at P98.00/bag.
Private respondent, through Mrs. Sanchez of Lines & Spaces, paid in
advance the amount of P592,900.00 through Solidbank Manager's Check No.
0011565 payable to Amon Trading Corporation, and the amount of
P588,000.00 payable to Juliana Marketing, through Solidbank Manager's
Check No. 0011566.
Private respondent likewise paid to Lines & Spaces an advance fee for
the 12,050 cement bags at the rate of P7.00/bag, or a total of P84,350.00, in
consideration of the facilitation of the orders and certainty of delivery of the
same to the private respondent. Solidbank Manager's Check Nos. 0011565
and 0011566 were paid by Sanchez to petitioners.
There were deliveries to private respondent from Amon Trading
Corporation and Juliana Marketing of 3,850 bags and 3,000 bags,
respectively, during the period from April to June 1992. However, the balance
of 2,200 bags from Amon Trading Corporation and 3,000 bags from Juliana
Marketing, or a total of 5,200 bags, was not delivered. Private respondent,
thus, sent petitioners written demands but in reply, petitioners stated that
they have already refunded the amount of undelivered bags of cement to
Lines and Spaces per written instructions of Eleanor Sanchez.
Petitioners plead in defense lack of right or cause of action, alleging
that private respondent had no privity of contract with them as it was Lines
& Spaces/Tri-Realty, through Mrs. Sanchez, that ordered or purchased
several bags of cement and paid the price thereof without informing them of
any special arrangement nor disclosing to them that Lines & Spaces and
respondent corporation are distinct and separate entities. They added that
there were purchases or orders made by Lines & Spaces/Tri-Realty which
they were about to deliver, but were cancelled by Mrs. Sanchez and the
consideration of the cancelled purchases or orders was later reimbursed to
Lines & Spaces. The refund was in the form of a check payable to Lines &
Spaces.
Lines & Spaces denied in its Answer that it is represented by Eleanor B.
Sanchez and pleads in defense lack of cause of action and in the alternative,
it raised the defense that it was only an intermediary between the private
respondent and petitioners. Then they moved to withdraw from the case for
the reason that its client was beyond contract.
Issue:
Whether or not there was a contract of agency between Lines and Spaces
interior center and respondent.
Held:
No. There was no contract of agency between private respondent and
Lines & Spaces. Sanchez/Lines & Spaces are supplier of cement for the
respondent. The intention of respondent corporation was merely for Lines &
Spaces, through Sanchez , to supply them with the needed bags of cement.
Sanchez represented herself to be from Lines & Spaces/Tri-Realty,
purportedly a single entity.
Inasmuch as they have never directly dealt with private respondent
and there is no paper trail on record to guide them that the private
respondent, in fact, is the beneficiary, petitioners had no reason to doubt the
request of Eleanor Sanchez later on to refund the value of the undelivered
bags of cement to Lines & Spaces. The Civil Code defines contract of agency
in Article 1868: By the contract of agency 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.
Agency was also discussed in the case of Victorias Milling Co., Inc. v.
CA: On the part of the principal, there must be an actual intention to appoint
or an intention naturally inferable from his words or actions and on the part
of the agent, there must be an intention to accept the appointment and act
on it, and in the absence of such intent, there is generally no agency. One
factor which most clearly distinguishes agency from other legal concepts is
control; one person the agent agrees to act under the control or direction of
another the principal. Indeed, the very word "agency" has come to connote
control by the principal. The control factor, more than any other, has caused
the courts to put contracts between principal and agent in a separate
category.
(Case digested by: Mary Grace A Andig JD4-CY 2024-2025)
Doctrines:
On the part of the principal, there must be an actual intention to
appoint or an intention naturally inferable from his words or actions and on
the part of the agent, there must be an intention to accept the appointment
and act on it, and in the absence of such intent, there is generally no agency.
(Amon Trading Corporation vs. CA, G.R. No. 158585. December 13,
2005)
One factor which most clearly distinguishes agency from other legal
concepts is control; one person the agent agrees to act under the control or
direction of another the principal. Indeed, the very word "agency" has come
to connote control by the principal. The control factor, more than any other,
has caused the courts to put contracts between principal and agent in a
separate category. Amon Trading Corporation vs. CA, G.R. No. 158585.
December 13, 2005)
