G.R. No. 113558 . April 18, 1997.
Editha M. Mijares and Glicerio T. Mijares, petitioners, vs. Court of Appeals and Metro Drug, Inc., respondents.

FACTS

Metro Drug, Inc. filed a complaint for collection of sum of money against spouses Editha and Glicerio Mijares, alleging that their sole proprietorship, “Aklan Drug,” purchased pharmaceutical products worth P32,034.42 which remained unpaid. The Mijareses denied liability, asserting that the deliveries in question were not received by them or their business. The trial court found that the eight specific deliveries, evidenced by charge invoices, were made to a drugstore located within the Ospital ng Maynila compound.
The trial court established that this drugstore was previously operated by the Ospital Ng Maynila Consumers Cooperative, where Editha was the pharmacist-manager. However, the Cooperative was dissolved, and by November 1986, the premises were leased to Solomon Silverio, Jr., who thereafter operated his own drugstore. All disputed deliveries were made to this new establishment, received by persons not employed by the Mijareses, and a partial payment check was issued by Silverio, which was later dishonored. The trial court dismissed Metro Drug’s complaint and awarded damages to the Mijareses. The Court of Appeals reversed, holding the Mijareses liable.

ISSUE

Whether the Court of Appeals erred in reversing the trial court’s factual findings and in holding the petitioners liable for the unpaid deliveries made to a different entity.

RULING

Yes. The Supreme Court reversed the Court of Appeals and reinstated the trial court’s dismissal of the complaint. The Court emphasized that factual findings of the trial court are generally binding, especially when supported by substantial evidence, and may only be overturned under specific exceptions, such as when the appellate court’s conclusions are grounded entirely on speculation. Here, the trial court’s findings were clear and supported by the evidence: the deliveries were made to a store operated by Solomon Silverio, Jr., not to the petitioners’ “Aklan Drug.” The receiving employees were Silverio’s, and the dishonored check was drawn under Silverio’s account.
The legal logic centers on the absence of a contractual obligation. For liability to attach, there must be a perfected contract of sale between the parties. Metro Drug failed to prove that the Mijareses ordered or received the specific goods. The mere fact of a prior business relationship with “Aklan Drug” does not create liability for transactions clearly undertaken with a separate, distinct entity. The principle of estoppel was also inapplicable, as the petitioners did not perform any act that misled Metro Drug into believing they were the purchasers. Consequently, no cause of action existed against the Mijareses. The award of damages by the trial court, however, was deleted for lack of basis, as the filing of the complaint did not constitute malicious prosecution.