GR 21601; (December, 1968) (Digest)
G.R. No. L-21601 December 28, 1968
NIELSON & COMPANY, INC., plaintiff-appellant, vs. LEPANTO CONSOLIDATED MINING COMPANY, defendant-appellee.
FACTS
This is a resolution on a motion for reconsideration filed by Lepanto Consolidated Mining Company (Lepanto) seeking reconsideration of a decision rendered on December 17, 1966. The motion is based on principal and alternative grounds. Lepanto asserts a new theory that the management contract with Nielson & Company, Inc. (Nielson) was a contract of agency, revocable at will under Article 1733 of the Old Civil Code, and was terminated in 1945 when Lepanto prevented Nielson from resuming management. Lepanto also contests the suspension period of the contract due to war, the award of damages, and other points from the appealed decision.
ISSUE
The primary issue for reconsideration is whether the management contract between Lepanto and Nielson is a contract of agency, revocable at will, or a contract of lease of services. Secondary issues involve the correctness of the suspension period, the award of damages, and other claims.
RULING
The Court denied the motion for reconsideration. On the principal issue, the Court held that the management contract was a contract of lease of services, not a contract of agency. The Court distinguished the two: agency is based on representation where the agent executes juridical acts on behalf of the principal, while a lease of services is based on employment where the lessor performs material or non-juridical acts. The contract required Nielson to operate and develop mining properties, hire staff and laborers, and perform various services, subject to Lepanto’s general control and prior approval for certain acts. These were predominantly material acts, not purely juridical acts of representation. The Court also noted that Lepanto raised this agency theory for the first time in its motion for reconsideration, which is contrary to the rule that a party cannot change its theory on appeal. The Court affirmed its previous decision, ordering Lepanto to pay Nielson various amounts representing management fees, percentages of dividends and reserves, and attorney’s fees.