HADJI
MAHMUD L.
JAMMANG
and ALMA SHIPPING LINES, INC.,
Petitioners,
G.R. No. 149429
October 9, 2006
- versus -
TAKAHASHI TRADING CO., LTD.,
and SINOTRANS SHANDONG
COMPANY,
Respondents.
x -----------------------------------------------------x
D E C I S I O N
AZCUNA, J.:
This is a Petition for Review on
Certiorari[1]
which seeks to set aside the decision and resolution of the Court of
Appeals (CA) promulgated on May 16, 2001 and August 9, 2001,
respectively, in CA-G.R. CV No. 64197 entitled “Takahashi Trading Co.,
Ltd. and Sinotrans Shandong Company v. Hadji Mahmud I. Jammang
and Alma Shipping Lines, Inc.”chanroblesvirtualawlibrary
The CA affirmed in toto the entire decision of the Regional Trial
Court (RTC) of Pasig City, Branch 167, in Civil Case No. 65340, which
ruled in favor of herein respondent Sinotrans Shandong Company which
filed an action for the collection of a sum of money against petitioner
Jammang pursuant to the provisions of their supplemental agreement.
Petitioner Hadji Mahmud I. Jammang is a trader and the owner of the MV
Queen Alma, a vessel engaged in the shipment of barter goods from
Singapore to Jolo, Philippines. He is also the general manager of
co-petitioner Alma Shipping Lines, Inc. (Alma), a duly-organized and
existing domestic corporation.
Respondent Takahashi Trading Co., Ltd. (Takahashi) is a foreign
corporation duly licensed to transact business in the Philippines,
while co-respondent Sinotrans Shandong Company (Sinotrans) is a foreign
corporation organized and existing under the laws of the People’s
Republic of China.
The facts of the case are as follows:[2]
Petitioner Jammang has been engaged in the trading business for over
fifteen years, and is a pioneer in the establishment of trade relations
between Zamboanga City and nearby Asian countries such as Taiwan,
Malaysia and Indonesia. As stated earlier, Jammang is also the general
manager of Alma Shipping Lines, being the owner and operator of the MV
Queen Alma.
Sometime in October of 1993, Hiroaki Takahashi, the president of
respondent Takahashi, introduced Jammang to Sinotrans because the
latter was scouting for a supplier of Chinese goods for his buyers in
Labuan, Malaysia. Sinotrans agreed to supply said respondent with
Chinese goods on the condition that the latter will act as a sales
agent of petitioner Sinotrans. It was agreed that Jammang shall turn
over the proceeds of the sale, less mark-up, and return unsold goods,
if any, to Sinotrans. On the other hand, Jammang and Takahashi agreed
to split equally whatever profit may be derived from the sale of
Sinotrans’ goods.
Upon Jammang’s assurances that he had ready buyers in the area, two
shipments of goods consisting of bleached or printed cotton, garlic and
lungkow vermicelli (sotanghon) were made by Sinotrans from Qingdao,
China to Labuan, Malaysia. The goods, valued at US$696,337, were
consigned to Takahashi. Contrary to the representation and
assurances of Jammang, however, there were no ready buyers in Labuan,
Malaysia. For two months, Takahashi was forced to store the goods in a
warehouse for a fee.
Nevertheless, Jammang was able to convince Sinotrans and Takahashi to
allow him to bring the goods to Zamboanga City, Philippines, where he
again claimed to have ready buyers. He promised to turn over the
proceeds of the sale, as well as the unsold items, to Sinotrans.
Likewise, he reassured Takahashi of their equal sharing of the profits
earned from the sale.
The goods were subsequently transshipped to Zamboanga City with Jammang
as consignee. Initially, he made a partial turnover of the proceeds of
the sale in the amount of US$230,000. After that, however, no
further remittance was made.
To address the situation, the parties executed a Supplemental Agreement
(Exhibit “G”) on July 27, 1994, stipulating the following:
This
Agreement is entered into between ALMA SHIPPING LINES, INC. and
SHANDONG CO., CHINA, on July 27, 1994 at Alba Mall, Tetuan, Zamboanga
City.
Whereas, the amount of goods received by Alma Shipping Lines, Inc. from SINOTRANS SHANDONG CO. CHINA is 696,337 USD.
Whereas,
Alma Shipping Lines, Inc. has remitted already the amount of 230,000
USD as partial payment to the Sinotrans Shandong, Co.
Whereas,
Alma Shipping Lines , Inc. will remit by July 29, 1994 to SINOTRANS
SHANDONG CO. through T/T in the amount of 15,000 USD.
Whereas,
266,000 USD is still collectible and the due date for collection will
be on September 15, 1994, and the moment the Alma Shipping Lines, Inc.
will receive the payments from the buyers, immediately the same amount
must be remitted to Sinotrans Shandong, Co.
Whereas,
the remaining stocks in the amount of 185,000 USD [will] be sold
continuously and if possible, [Alma Shipping Lines, Inc. will] try to
dispose them up to October 31, 1994….
Notwithstanding the agreement, Jammang was able to remit only the amount of US$15,000.
It was discovered later, upon Sinotrans’ investigation, that Jammang
had already sold all the goods subject of the agreement. Despite
repeated oral and written demands, Jammang failed to account for and
turn over the remaining balance of US$451,337 to Sinotrans. He likewise
declined to talk to respondents. Moreover, he refused to give to
Takahashi its share in the perceived profits.
Consequently, respondents filed with the RTC of Pasig City a complaint
for a sum of money and damages with an application for a writ of
preliminary attachment against Jammang.
Finding merit in the application for a writ of preliminary attachment,
the RTC granted the same in an order dated January 26, 1996.
Respondents offered in evidence several documents to support the
testimony of their lone witness, Lui Xiao Bo, a resident of China and
the Import Export Manager of Sinotrans.
chan robles virtual law library
He
declared that since only the amount of US$230,000 was remitted by
Jammang as partial payment, he inspected the remaining inventory which
the former showed to him. To his estimate, the value of the same was
only US$180,000. Petitioner Jammang insisted, however, that he had
collectibles amounting to US$246,000, and a US$100,000 worth of stocks
left at BCC Warehouse.
Despite the supplemental agreement that was subsequently executed by
the parties, petitioner Jammang was able to remit only US$15,000,
leaving an unliquidated balance of US$451,337. A demand in writing made
by respondents to said petitioner in April 1995 proved futile.
On his part, petitioner Jammang insisted that as a barter trader, he
neither bought nor sold the goods but merely facilitated the sale.
Neither was he an agent of respondents. His signing of the supplemental
agreement was only for record purposes, and the business development
report was likewise signed by him in order to convince Sinotrans that
it is profitable to send goods to the Philippines.[3]
As to the claim of Takahashi about his purported share in the profits,
petitioner Jammang stated that no such profit was realized on account
of the poor quality of the goods which cannot be sold at higher prices.
On the other hand, petitioner Alma Shipping Lines, Inc. denied
liability arising out of the transaction because it enjoys a separate
and distinct personality from its general manager. Petitioner Jammang
acted on his own capacity and the former was never a party or privy to
any document signed by the latter.[4]
On April 22, 1999, declaring that petitioner Jammang is bound by the
provisions of the supplemental agreement, the RTC rendered its decision
in favor of respondents, the dispositive portion of which reads:
WHEREFORE,
judgment is hereby rendered in favor of the plaintiff Sinotrans
Shandong Company and against the defendant Hadji Mahmud I. Jammang,
ordering the latter to pay the former, as follows:
a)
The amount of US$266,000.00, as the principal obligation, plus legal
interest thereon per annum until full payment, to be paid in
Philippine Currency at the exchange rate fixed by the Bangko Sentral at
the time of payment (Pan American World Airways v. Intermediate
Appellate Court, G.R. No. 44445, 31 August 1987);
b)
To pay 10% of the principal obligation, as and for reasonable
attorney’s fees;
c)
To account for the remaining stocks valued at US$185,000.00 and, if
sold, to remit the proceeds of the sale; and,
d) To pay the costs.
For lack of sufficient factual and legal basis, the counterclaim interposed by the defendants is DISMISSED.
SO ORDERED.[5]
Petitioners appealed the RTC decision to the CA. On May 16, 2001, the CA affirmed the assailed decision, thus:
WHEREFORE,
premises considered, the present appeal is hereby DISMISSED and the
appealed Decision in Civil Case No. 65340 is hereby AFFIRMED in its
entirety.
Double costs against the defendants-appellants.
SO ORDERED.[6]
chan robles virtual law library
Petitioners moved for a reconsideration of the CA decision but the same was denied in a resolution dated August 9, 2001.
Petitioners contend that:
I.
THE
COURT OF APPEALS DECIDED A QUESTION OF SUBSTANCE NOT IN ACCORD WITH THE
CORPORATION CODE AND SETTLED JURISPRUDENCE WHEN IT AFFIRMED THE RTC
DECISION THAT JAMMANG WAS SOLIDARILY LIABLE WITH ALMA, CONSIDERING THAT:
chan robles virtual law library
A. A CORPORATION HAS A PERSONALITY SEPARATE AND DISTINCT FROM ITS STOCKHOLDERS;
B. THE DOCTRINE OF SEPARATE CORPORATE IDENTITY APPLIES TO OFFICERS OF CORPORATIONS; AND,
C.
JAMMANG, WHO IS NOT A STOCKHOLDER OR EVEN AN OFFICER BUT A MERE GENERAL
MANAGER, CANNOT BE HELD LIABLE FOR ANY OBLIGATION CONTRACTED BY ALMA AS
A CORPORATE ENTITY.
chan robles virtual law library
II
THE
COURT OF APPEALS DECIDED A QUESTION OF SUBSTANCE NOT IN ACCORD WITH THE
LAW ON AGENCY AND SETTLED JURISPRUDENCE CONSIDERING THAT:
A.
IT HELD THAT JAMMANG WAS AN AGENT OF SINOTRANS DESPITE THE LACK OF A
SPECIAL POWER OF ATTORNEY AUTHORIZING HIM TO SELL THE GOODS OF THE
LATTER; AND,
B.
EVEN ASSUMING ARGUENDO THAT JAMMANG WAS AN AGENT OF SINOTRANS, THE
COURT OF APPEALS SERIOUSLY ERRED IN ITS INTERPRETATION AND APPLICATION
OF THE LAW ON AGENCY, IN THAT:
1.
AN AGENT IS NEVER LIABLE TO REMIT TO HIS PRINCIPAL THE PROCEEDS OF THE
GOODS DELIVERED TO HIM FOR SALE UNLESS HE RECEIVED THE SAME; AND,
2.
SINCE THE RTC DECISION ITSELF WHICH WAS AFFIRMED BY THE COURT OF
APPEALS STATED THAT NO EVIDENCE WAS ADDUCED THAT JAMMANG RECEIVED
PAYMENTS FOR THE US$266,000 GOODS SOLD ON CREDIT, THERE WAS NO BASIS IN
FACT AND LAW TO HOLD [THAT] JAMMANG IS LIABLE FOR THE AMOUNT OF
US$266,000 PLUS INTERESTS UNTIL FULL PAYMENT.
III
THE
COURT OF APPEALS SANCTIONED THE DEPARTURE BY THE LOWER COURT FROM THE
ACCEPTED AND USUAL COURSE OF JUDICIAL PROCEEDINGS, THUS CALLING FOR THE
EXERCISE OF THE POWER OF SUPERVISION:
A.
THE LONE WITNESS FOR THE RESPONDENTS DID NOT TESTIFY BEFORE THE JUDGE
HANDLING THE CASE BUT BEFORE A MERE RESEARCHER WHO IS NOT A MEMBER OF
THE BAR;
B.
THE TRIAL COURT DID NOT ALLOW THE PETITIONERS TO CROSS-EXAMINE THE LONE
WITNESS FOR THE RESPONDENTS. THUS, THE JUDGE DID NOT HAVE THE
OPPORTUNITY TO EVALUATE THE TESTIMONY OF THE WITNESS TO DETERMINE HIS
TRUTHFULNESS AND CREDIBILITY; AND,
C.
THE ENTIRE RECORDS OF THE CASE, EVEN THE VERY DECISION OF THE TRIAL
COURT, SHOWED THAT THE RESPONDENTS MISERABLY FAILED TO PROVE BY
PREPONDERANT EVIDENCE THAT THEY WERE ENTITLED TO THEIR CLAIMS AND THE
AMOUNT SO ADJUDGED.
IV
THE
COURT OF APPEALS ERRED IN NOT HOLDING THE RESPONDENTS LIABLE TO THE
PETITIONERS FOR ACTUAL, MORAL AND EXEMPLARY DAMAGES, AS WELL AS FOR
ATTORNEY’S FEES AND FOR EXPENSES OF LITIGATION.
Petitioners argue as follows:cralaw:red
It is clear from the wording of the supplemental agreement that it was
Alma Shipping Lines, Inc. which entered thereto and not petitioner
Jammang. The former, being a juridical person, has a personality
separate and distinct from the stockholders or members who compose it.
Therefore, as it was the company that transacted with Sinotrans in the
agreement, there is no basis for petitioner Jammang to be bound
solidarily with the company. In addition, petitioner Jammang was
neither a stockholder nor an officer of the company. As a general
manager, he was only a mere employee.
Petitioner Jammang was not an agent of respondents. The
supplemental agreement was not a special power of attorney
necessary to designate him to perform acts of dominion over the subject
goods in accordance with Article 1878 of the
Civil Code
.
Likewise, nothing in the Report of Business Development indicated that
petitioner was acting as the agent of Sinotrans. He was merely
reporting about the business conditions in Zamboanga. As a matter of
fact, it was Pablo Palis who, on direct testimony, categorically
declared that he was Sinotrans’ agent. Palis’ judicial admission of the
agency existing between him and the respondents was never contradicted.
Moreover, even assuming that petitioner was Sinotran’s agent, he cannot
be held liable for the amount of US$266,000 when the evidence on record
is bereft of any showing that he received the proceeds of the sale.
Under Article 1897 of the
Civil Code
,
the agent is not obliged to pay the price but is merely obliged to
deliver the price which he received from the buyer. Furthermore, the
supplemental agreement clearly shows that the obligation of petitioner
to remit the amount of US$266,000 was conditioned upon receipt of
payment from the collectibles. If agency existed, the obligation to
remit the money arises only after the same had been received by the
agent.
The RTC judge was not able to observe the demeanor of respondent’s
witness, Liu Xiao Bo, because it was only the legal researcher,
Petronilo Jalandoni, who was not a member of the Bar, who presided in
the proceedings and received the testimony of the witness.
No evidence was presented to prove that US$266,000 was due and owing from petitioner.
Respondents should reimburse petitioner for actual, moral and exemplary
damages, as well as for attorney’s fees and litigation expenses.
The petition fails to show any reversible error of law by the Court of Appeals.
The dispute really turns on factual questions.
As the Court of Appeals stated in its decision:
The
plain and clear language of the Agreement dated July 27, 1994 (Exhibit
“G”) undoubtedly shows that appellants Jammang committed himself to act
as a selling agent of plaintiff-appellee Sinotrans by his
acknowledgment of the actual receipt of goods worth US$696,337 shipped
by the latter, his first remittance of the amount of US$230,000 as
partial payment thereof, his undertaking to remit the sum of US$266,000
still due and collectible and to remit US$15,000 on July 29, 1994, and
his acknowledgment of the remaining unsold goods worth US$185,000 which
he will try to dispose of by October 31, 1994. Aside from said
Agreement, appellant Jammang had earlier submitted a Business
Development Report confirming receipt of the goods sent to him by
plaintiff-appellee Sinotrans, in which We do not find any indication
that he was accepting said goods merely as facilitator or
warehouseman. In fact, We could not make out of the evidence
presented as to the receipt of the subject goods by BCC Warehouse as
these are mere photocopies and the owner of said warehouse not
presented in court to shed on the particular transaction and
arrangement with plaintiffs-appellees. Such evidence would be
crucial especially were it true as claimed by appellant Jammang that
plaintiff-appellees’ goods were not duly covered by customs
documents. Actually, the claim of alleged seizure by the
authorities of plaintiffs-appellees’ goods was not substantiated by
competent evidence such as documents or official report from the
Philippine Navy, Philippine Coast Guard or the Bureau of Customs.
AS to Rev. Palis whom appellant Jammang claims was the appointed
selling agent of plaintiff-appellees, the same does not hold
water. As manifest in an Affidavit executed by Rev. Pablo Palis,
he was actually employed by appellant Jammang and worked as his
Executive Assistant in Jammang’s SAKATA Office in Alta Mall Complex
from 1993 up to December 1995, when the subject transaction with
plaintiffs-appellees took place. Appellant Jammang did not deny
the statements in said affidavit but maintained that he had clearly
spelled out his limited role in the transaction with
plaintiffs-appellees. Nevertheless, said affidavit only served to
prove that Palis’ involvement in the subject transaction was in his
capacity as agent or employee of appellant Jammang and not of
plaintiffs-appellees. Thus, even if appellants presented
documentary evidence showing that Palis actually withdrew some of the
goods at the warehouse, the same does not sufficiently prove the
existence of agent-principal relationship between him and
plaintiffs-appellees, as in fact it only goes to show that he did so to
assist appellant Jammang in disposing of the goods. This
conclusion is buttressed by the fact that the buyers had issued
promissory notes for the payment of the goods bought by them in the
name of appellant Jammang and not of Palis.
chan robles virtual law library
Appellants then assailed the trial court in holding that the Agreement
(Exhibit “G”) embodied the entire transaction which transpired between
the parties and thus failed to properly appreciate the circumstances
surrounding its execution and subsequent events. Appellant
Jammang maintained that he only acquiesced into signing the Agreement
(Exhibit “G”) as he was afraid that the “conventional trading” being
firmed up with plaintiffs-appellees may not materialize if he would not
accommodate the execution of said document as requested by
plaintiffs-appellees. Aside from failing to establish such
alleged future business deal with plaintiffs-apapellees wherein
appellant Jammang claimed to expect lucrative earnings from shipping
contracts, appellants’ efforts to vary the clear and unequivocal terms
of the Agreement certainly raise more questions than provide a more
plausible and truthful version of the case. The difficulty,
however, with appellants’ version is that it tried to present an
elaborately contrived picture of the entire dealings between the
parties that is inconsistent not only with the totality of evidence on
record but also contrary to human experience and the ordinary course of
things. The trial court aptly remarked that appellant Jammang’s
attempt to vary the terms of the Agreement is “a clear illustration of
evading a legally contracted obligation” after benefiting from
the sale of the goods, he is now reneging on his commitment to remit
the proceeds of the sale.
chan robles virtual law library
x
x x. No such reversible error appears in this case as to the
matter of evaluation of testimonial evidence by the trial court, the
tests applied by it [being] no more than whether such testimony is in
conformity with knowledge and consistent with experience of mankind; a
testimony that is credible in itself such as the common experience of
mankind can approve as probable under the circumstances. Thus,
the trial court could not help but declare that appellant Jammang being
a long time and experienced businessman himself, it is simply
incredible that he will admit and acknowledge an obligation involving
payment of money reaching to thousands of dollars under Exhibits “D”
and “G”, knowing its serious legal and financial consequences.
With his extensive experience in shipping and barter trading, it is
indeed simply unbelievable that he will assume the alleged liability of
Rev. Pablo Palis and agree to act as a dummy for the latter, or to
simply sign the Agreement (Exhibit “G”) purely to accommodate the
plaintiffs-appellees on the mere promise of a so-called “conventional
trading” from which he expects to earn huge shipping earnings.
The clear and unmistakable terms of Exhibits “G” and “D” indeed leave
no room for doubt as to the intention of the herein contracting
parties. It is but proper that appellant Jammang be now made to
fulfill his contractual undertaking by paying the amounts still due and
owing to plaintiffs-appellees as per the Agreement dated July 27, 1994,
to account for the remaining stocks valued at US$185,000 and to pay 10%
of the principal obligation of US$266,000 as reasonable attorney’s
fees, pursuant to Art. 2208 (2) of the Civil Code.
It
is axiomatic that this Court will not review, much less reverse, the
factual findings of the Court of Appeals, especially where, as in this
case, such findings coincide with those of the trial court, since this
Court is not a trier of facts.
All told, therefore, the Court finds no reason or basis to grant the petition.
chan robles virtual law library
WHEREFORE, the petition is DENIED. No costs.
SO ORDERED.
Puno, J., Chairperson,
Sandoval-Gutierrez, Corona, and Azcuna, JJ., concur.
[1] Under Rule 45 of the Rules of Court.
[2] Rollo, pp. 82-85, 205-210.
[3] Rollo, p. 209; Records, p. 556.
[4] Rollo, p. 209.
[5] Rollo, p. 213.
[6] Id. at 88.
|