F 5: PHILIPPINE PRODUCTS COMPANY V.

PRIMATERIA ZURICH, Primateria Philippines,

Nature: 3rd person seeks to recover from both the principal and agent (article 1897) FACTS: Primateria Zurich is a foreign juridical entity engaged in international trade with agricultural products. In 1951, through its agent Primateria Philippines with Alexander Baylin and Jose Crame as its officers, it entered into an agreement with a domestic company Philippine Products company whereby they undertook to buy copra in the Philippines for the account of Primateria Zurich. Philippine products company caused the shipment of copra to foreign countries but it wasnt paid for such transactions. Thus, an action to recover a sum of money was filed against the foreign company and its agents in the Philippines. Lower court held the foreign company (Primateria Zurich) liable but its agents Primateria Philippines, Alexander and Jose were absolved from any and all liabilities. Contention of plaintiff PPC: it appealed from that error where the court dismissed the complaint against the agents because according to it, Primateria Zurich is a foreign corporation doing transactions in the Philippines without license; thus, its agents here are personally liable for the contracts made in its behalf. It claimed recovery from both principal and agent.

ISSUE #1: WON PPC can recover from BOTH the principal and its agent Held: NO.

PPC cannot recover from both the principal and agent. PPC has been given judgment against the principal Primateria Zurich for the whole amount. It asked for such judgment and did not appeal from it. It clearly stated that its appeal concerned the 3 other defendants.

ISSUE #2: WON its agents may be held personally liable on the contracts made in the name of the entity with 3rd persons in the Philippines based on Article 1897 Held: NO.

There is no proof that, as agents, they exceeded the limits of their authority. In fact, the principal Primateria Zurich who should be the one to raise the point, never raised it, denied its liability on the ground of excess of authority. At any rate, the article does not hold that in cases of excess of authority, both the agent and the principal are liable to the other contracting party. This view of the cause dispenses with the necessity of deciding the other two issues, namely: whether the agent of a foreign corporation doing business, but not licensed here is personally liable for contracts made by him in the name of such corporation.1 Although, the solution should not be difficult, since we already held that such foreign corporation may be sued here. And obviously, liability of the agent is necessarily premised on the inability to sue the principal or non-liability of such principal. In the absence of express legislation, of course.