ChanRobles Virtual law Library

[ G.R. No. 134161. February 16, 2000]

Quoted hereunder, for your information, is a resolution of this Court dated FEB 16, 2000.

G.R. No. 134161 (Philex Mining Corporation vs. Solomon Maceda.)

Petitioner seeks to set aside the decision rendered by the Court of Appeals on November 28, 1997 as well as the denial resolution of a subsequent motion for reconsideration. The assailed actions in effect affirmed in toto the decision of the regional trial court which ruled in this wise:

Petitioner, PHILEX Mining Corporation (PHILEX), is a corporation engaged in mining and exploration of its mined ores/ products and successor/assignee of all assets and property of the then Baguio Gold Mining Company. Respondent Solomon Maceda, on the other hand, is a businessman primarily engaged in customs brokerage and tariff consultancy.

Sometime in November of 1987, respondent Maceda entered into a verbal agreement with Serafin Tongco who was then assistant Vice-President of petitioner corporation. The agreement allowed respondent to follow-up to successful fruition at is own expense petitioner's disapproved claim for refund of export duties and taxes paid by it or its predecessor-transferor for the export of its products to Japan, covering the period 1972-1975, pursuant to the provision of Presidential Decree No. 463 which granted PHILEX a Certificate of Qualification for Tax Exemption (COTE) from all taxes, except income. The total amount sought to be refunded was P7,645,933.83, and the agreed fee is thirty (30%) percentum of the refundable amount and ten (10%) percentum of the value added tax. The oral agreement was verbally approved by the president and chairman of the board of directors of petitioner. With the assurances given to him, respondent lost no time and started following up the claims from the involved government agencies, spending in the process his own financial resources. Periodic reports to the responsible officers of petitioner regarding the progress of his work were given petitioner. After almost two years, the Department of Finance, on September 13, 1989 I its 12th Indorsement, approved the tax refund in the amount of P7,709,671.00. In fact, the Commissioner of Customs in his 13th Indorsement of September 29, 1989 reiterated the said approval in favor of petitioner. Finally, on November 14, 1989, the said office issued to PHILEX a Tax Credit Certificate in the amount of P7,213,086.30.

On September 18, 1989 prior to the issuance of the Tax Credit Certificate on November 14, 1989, respondent notified the officers of petitioner about the 12th Indorsement of the Department of Finance, enclosing a copy thereof to his letter. He gave Assurances that he was on top of the situation and will in no time secure the tax credit certificate. However, the said certificate was finally issued on November 14, 1989 not to respondent but to a certain Lourdes Gomez. After discovering that the tax certificate had been issued, respondent wrote petitioner a letter of demand dated December 13, 1989 asking for the payment within a reasonable time of his commission in the sum of P2,380,318,.48. Later, one of petitioner's officers (Tongco) offered respondent the sum of P100,000.00 as payment for his efforts in working for the tax refund. Respondent refused and reiterated his demand. As no payment was made, respondent filed an action for sum of money and damages. The trial court ruled in favor of respondent. On appeal, the court of Appeals affirmed. Petitioner filed a petition for review of the said decision before the Court, but the same was initially dismissed due to a technicality. Upon motion of herein petitioner, the Court reinstated the petition on December 2, 1998.

PHILEX asseverates that the Court of Appeals erred when it ruled that there was a contract of agency between petitioner and respondent which entitled the latter to a commission. Petitioner insist that respondent was only a broker acting at his own risk and is thus entitled to any compensation for his failure to obtain and deliver the tax credit certificate. Petitioner contends that a broker is never entitled to commission for unsuccessful efforts and much capital is also made of the circumstance that it was a certain Lourdes Gomez who actually obtained the tax certificate, for which reason, petitioner says, the commission was paid to her. Lastly, petitioner submits that because respondent is a broker, BIR Revenue Regulations No. V-1 dated March 17, 1947 as amended, must be made applicable to him. This regulation specifically provides that customs brokers must have written contracts that are serially numbered and duly recorded, which is not so in the present case, the alleged contract between the parties being verbal in nature. The afore-mentioned resolution provides insofar as pertinent:

We believed that the Court of Appeals was correct in holding that while it is true that custom brokers are mandated to use serially numbered contract forms and that persons acting as agents are required to possess a duly notarized power of attorney, duly approved by the Collector of the Port, non-compliance therewith does not invalidate the agency. If at all, the violation will only merit sanctions. Furthermore, the appellate court held that there was no need for respondent to use said forms since he was merely performing more the functions of an agent than that of a broker. And since a contract of agency exists, the laws on agency should be made to apply. As a general rule a contract of agency does not require a written form. It may either be oral or written except when the law specifically requires it to be in writing for purposes of validity, enforceability, or convenience. It was further held that petitioner is estopped from impugning the agency for failure to repudiate the same when respondent was informing petitioner of the progress of his efforts in pursuing the tax refund claim. Moreover, the offer made by petitioner to pay P100,000 is demonstrative of the fact that indeed a contract of agency existed between them.

Verily, this Court holds that a contract of agency indeed existed between petitioner and respondent. Agency is a contract either express or implied upon a consideration, or a gratuitous undertaking by which one of the parties vest on the other the authority to do something for the principal. A thorough review of the facts indicates that petitioner through its highest officers gave its consent for respondent to act in petitioner's behalf as far as the claims for tax refund were concerned. Petitioner's insistence that there was no contract of agency but rather, that respondent acted in a broker's capacity does not persuade. The finding of the lower courts as regards the existence of agency is amply supported by evidence. In fact the various correspondences from the several government agencies concerned, as well as the 12th Indorsement issued by the Department of Finance approving the tax refund was addressed to respondent. This only goes to show that respondent was indeed authorized by petitioner to deal in its behalf. The contention that he was merely a broker and as such, is not entitled to any commission for his failure to "bring home the bacon" which was the tax certificate of credit, is unavailing. While it is true that respondent was not able to get personal delivery of the tax certificate itself, it cannot be denied that it was his earnest efforts which brought about the approval of the claims for tax refund. The act of petitioner in commissioning another person, after the respondent had informed petitioner of the tax refund approval does not speak well of its intention to deal fairly with respondent.

WHEREFORE, for failure to show any reversible error, petition is hereby DENIED DUE COURSE.

SO ORDERED.