G.R. No. 48930 & 48931; February 23, 1944
ANTONIO VAZQUEZ, petitioner, vs. FRANCISCO DE BORJA, respondent. ( G.R. No. 48930 )

FRANCISCO DE BORJA, petitioner, vs. ANTONIO VAZQUEZ, respondent. ( G.R. No. 48931 )

FACTS

The action originated in the Court of First Instance of Manila, where Francisco de Borja sued Antonio Vazquez and Fernando Busuego to recover P4,702.70 based on three causes of action: (1) For the defendants’ failure to deliver 1,512 cavans of palay out of a contracted 4,000 cavans, after receiving the full payment of P8,400; (2) For damages of P1,000 due to this failure to deliver; and (3) For the value of 1,510 empty sacks not returned by the defendants, plus related damages. Antonio Vazquez answered, denying personal liability and asserting that the contract was entered into by him as the acting manager of the Natividad-Vazquez Sabani Development Co., Inc., a corporation. The trial court held Vazquez personally liable, ordering him to pay P3,175.20 and P377.50, with interest, while absolving Busuego and dismissing Vazquez’s counterclaim. On appeal, the Court of Appeals initially modified the judgment to P3,314.78 with interest. However, upon Vazquez’s motion for reconsideration, the Court of Appeals set aside its judgment and ordered the case remanded to the trial court for further proceedings to determine whether the corporation had sufficient palay stock when Vazquez later sold 1,500 cavans to another party. Both Vazquez (in G.R. No. 48930 ) and de Borja (in G.R. No. 48931 ) filed petitions for certiorari against this resolution for remand.

ISSUE

The principal issue is whether Antonio Vazquez can be held personally liable for the unfulfilled obligations arising from a contract he entered into as the acting president and manager of the Natividad-Vazquez Sabani Development Co., Inc.

RULING

The Supreme Court ruled that Antonio Vazquez cannot be held personally liable on the contract. The Court of Appeals’ factual finding, which is final, established that the sale of palay was made by Vazquez in his capacity as acting president and manager of the corporation. This finding resolved the only issue pleaded and tried in the case. The Supreme Court found that the Court of Appeals erred in ordering a remand for a new trial on a matter not solicited by either party and not necessary to resolve the contractual liability issue. The obligation was corporate, not personal. Therefore, the judgment against Vazquez personally is reversed. The Supreme Court set aside the resolutions of the Court of Appeals and the judgment of the Court of First Instance, and absolved Antonio Vazquez from the complaint. No costs were awarded.