Apex mining Co.

Inc vs Southeast Mindanao

Facts: The Diwalwal Gold Rush Area is a rich tract of mineral land located
inside the Agusan-Davao-Surigao Forest Reserve in Davao del Norte and Davao
Oriental. The Court deemed the issue of ownership of priority right over the
contested Diwalwal Gold Rush Area. On March 10, 1986, Marcopper Mining
Corporation was granted an Exploration Permit by the Bureau of Mines and GeoSciences. The dispute on cancellation of the mining claims of Apex as it is within
the Agusan-Davao-Surigao Forest Reserve. On February 16 1994,
Marcopper assigned all its rights to Exploration Permit Southeast Mindanao
GoldMining Corporation, respondent, a domestic corporation which is alleged to
be a 100%-owned subsidiary of Marcopper. The assignment ASSIGNS,
TRANSFERS and CONVEYS unto the ASSIGNEE whatever rights or interest the
ASSIGNOR may have in the area situated in Monkayo, Davao del Norte and
Cateel, Davao Oriental. Bureau of Mines and Geosciences registered Southeast
Mindanao Mineral Production Sharing Agreement application and the Deed of
Assignment.
Issue: Whether or not the exploration permit and its transfer to Southeast
Mindanao is valid.
Held: No. The statement That this permit shall be for the exclusive use and
benefit of the permittee or his duly authorized agents and shall be used
for mineral exploration purposes only and for no other purpose. while it may be
true that SEM is a100% subsidiary corporation of Marcopper, there is no showing
that the former is a duly authorized agent. The fact that Sotheast Mindanao is a
100% subsidiary of MMC does not automatically make it an agent of Marcopper.
A corporation is an artificial being invested by law with a personality separate and
distinct from persons composing it as well as from that of another legal entity to
which it may be related. Absent any clear proof to the contrary, Southeast
Mindanao is a separate and distinct entity from Marcopper.

Fleming and Co. vs Cruz and tan Chong Say

Facts: Robinson, Fleming and Co. is a partnership organized and existing under
the laws of Great Britain, with a resident attorney-in-fact, Francis Adams,in the
Philippine Islands. CRUZ & TAN CHONG SAY is a domestic partnership doing
business in the City of Manila, and it is alleged that it is represented in London,
England, by a duly appointed agent and attorney-in-fact.
In England, Cruz and Tan Chong Say, acting by and through its authorized agent
H. Marchant, now deceased, who was then in London, was at that time the
London agent of the Cruz and Tan Chong Say in the selling of its 500 bales of
Manila hemp grade JDC/J to Fleming and Co. Cruz and Tan Chong Say shipped
in two parcels from Manila to London, for delivery to Fleming and Co. which upon
arrival in London was not in merchantable condition, and was not so when it was
shipped from Manila. After the shipment, Cruz & Tan Chong Say without undue
delay did not provide Fleming and Co. with Government graders' certificates for
the hemp, and by reason thereof, Fleming was obliged to lighter and store 250
bales of it pending the arrival of the graders. That by reason of such acts, the Tan
Chong Say became indebted to the Fleming & Co.
Issue: W/N H. Marchant is an agent of Cruz and Tan Chong with power to sell
and dispose.
Held: Yes. H. Marchant was the London agent of Cruz and Tan Chong Say, and
in the ordinary course of business, executed a contract as its agent, and is bound
by the contract. This is confirmed by the further fact that Cruz and Tan Chong
Say undertook to carry out and perform the terms and provisions of the contract,
and, by and under its terms, to ship and deliver the hemp, drew the draft, and
took and accepted the money for its payment. An agent cannot sell hemp in a
foreign country without making some kind of a contract, and if he had power to
sell, it would carry with it the authority to make and enter into the usual and
customary contract for its sale. The contract was legally ratified by the
subsequent acts of Cruz and Tan Chong Say. Marchant was acting within the
scope of his authority as the agent of the defendant. It will also be noted that
under its terms and provisions, Cruz and was to deliver the hemp in London.