G.R. No. 173318, September 23, 2008
U-BIX CORPORATION, Petitioner, vs. MILLIKEN & COMPANY, SYLVAN CHEMICAL COMPANY, WILFREDO BATARA, PROJEXX CREATOR, INC., and ONOFRE ESER, Respondents.

FACTS

On February 5, 1998, respondent Milliken & Company (M&C) appointed petitioner U-Bix Corporation as an authorized dealer of Milliken carpets in the Philippines under a dealership agreement. The agreement required U-Bix to market the carpets and maintain samples and stock, while M&C agreed to support U-Bix’s marketing efforts and exclusively designate projects to U-Bix once a project was specified by submitting a dealer project registration form.
In 1999, M&C informed U-Bix that Chase Manhattan Bank (CMB) was furnishing its Manila office. U-Bix formed a team, including respondent Onofre Eser, to work on the CMB project. Despite presentations and sample submissions, CMB was not impressed and, on December 10, 1999, awarded the supply contract to respondent Projexx Creator, Inc., which had also become a Milliken dealer. Eser later resigned from U-Bix and joined Projexx.
On April 3, 2000, U-Bix filed a complaint in the Regional Trial Court (RTC) of Makati City for breach of contract, torts, and damages against M&C, Sylvan Chemical Company, Wilfredo Batara, Projexx, and Eser. U-Bix alleged that M&C breached the dealership agreement by appointing Projexx as a dealer, and that Projexx, with Sylvan and Batara, maliciously interfered by poaching the CMB project and hiring Eser for his insider knowledge.
Respondents moved for demurrer to evidence after U-Bix presented its case. M&C, Sylvan, and Batara argued that U-Bix was not the exclusive distributor, M&C had the right to appoint Projexx, and U-Bix failed to specify the CMB project by submitting a registration form. Projexx and Eser contended that no contract existed between U-Bix and CMB, so U-Bix had no proprietary interest.
The RTC granted the demurrer and dismissed the complaint, finding no perfected contract between U-Bix and CMB, thus no breach by M&C or malicious interference by respondents. The Court of Appeals affirmed the RTC decision. U-Bix appealed to the Supreme Court, insisting respondents were guilty of malicious interference.

ISSUE

Whether the Court of Appeals erred in affirming the RTC’s dismissal of the complaint based on demurrer to evidence, particularly regarding the claim of malicious interference by respondents.

RULING

The Supreme Court denied the petition, upholding the decisions of the lower courts. The Court held that:
1. Jurisdiction and Factual Findings: The petition raised factual issues, which are beyond the Supreme Court’s jurisdiction in a Rule 45 petition, limited to questions of law. The factual findings of the RTC, affirmed by the CA, are generally binding unless there is a showing of grave abuse or error. No such showing was made.
2. Elements of Malicious Interference Not Proven: To establish malicious interference under Article 1314 of the Civil Code, the plaintiff must prove: (a) existence of a valid contract, (b) knowledge by the third person of that contract, and (c) interference without legal justification. Both the RTC and CA found that U-Bix failed to prove a perfected contract with CMB, as it did not submit a dealer project registration form to M&C to specify the project. Without a valid contract, the claim of malicious interference could not stand.
3. No Breach of Dealership Agreement: Since U-Bix did not specify the CMB project per the agreement, M&C did not violate the dealership by appointing Projexx. The agreement allowed M&C to appoint other dealers, and U-Bix’s failure to comply with project registration requirements meant it acquired no exclusive right to the project.
4. Demurrer to Evidence Properly Granted: The RTC correctly granted the demurrer, as U-Bix’s evidence failed to show a right to relief. U-Bix did not present an approved registration form or proof of a contract with CMB, and its arguments were mere reiterations of those rejected below.
The Supreme Court emphasized that it found no reversible error in the CA’s resolution and thus denied the petition, with costs against U-Bix.