GR L 48494; (June, 1949) (Digest)
G.R. No. L-48494. June 30, 1949.
BANQUE GENERALE BELGE, S. A. DE AMBERES, BELGICA, DEUTSCH ASIATISCHE BANK, and UNION COMMERCIALE D’OUTREMER, S.A., plaintiffs-appellants, vs. WALTER BULL and CO., INC. and WALTER BULL, defendant-appellants.
FACTS
The plaintiffs (three banks) filed a complaint against the defendants (Walter Bull & Co., Inc. and its president, Walter Bull) to terminate a commercial commission (agency contract) and to recover the properties covered by it, to require the presentation of accounts, and to recover balances allegedly due. The defendants denied liability and filed counterclaims for damages arising from a preliminary attachment obtained by the plaintiffs. The trial court absolved both parties from each other’s claims and ordered the delivery of unsold goods to the plaintiffs after payment of expenses. Both parties appealed.
ISSUE
1. Whether the defendants violated the commercial commission and misappropriated goods.
2. Whether Walter Bull is personally liable under the contract.
3. Whether the trial court correctly computed the value of the goods covered by the commission.
4. Whether the defendants are entitled to damages for the preliminary attachment.
RULING
The Supreme Court affirmed the trial court’s decision.
1. The defendants did not violate the commission. Sales below inventory prices were authorized by the plaintiffs, as evidenced by a letter authorizing sales at up to 60% discount due to the perishable and hard-to-conserve nature of the goods. Allegations of simulated sales were unsupported.
2. Walter Bull is not personally liable. He signed the contract in his official capacity as president and manager of the corporation, which has a separate juridical personality. The contract did not expressly bind him individually.
3. The trial court correctly computed the total value of the goods at P55,353.99, not P70,226.43 as claimed by the plaintiffs. The plaintiffs erroneously overvalued the “Mercantile Bank” group of goods.
4. The defendants are not entitled to damages for the preliminary attachment. The plaintiffs acted in good faith in obtaining the attachment, based on their belief in the justness of their claim, even though they ultimately lost the case. Damages for attachment require proof of malice, which was absent.
AI Generated by Armztrong.