G.R. No. L-18616
March 31, 1964
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3e learned learned that the eec eecut utio ionn had *een procure procuredd *eca *ecaus usee of dero% dero%at ator oryy information a%ainst appellee that had reached the *an) Coleon%co. 3is letters to the #hilippine "ational attemptin% to undermine the credit of the principal and to ac4uire the factory of the latter, $ithout the principals )no$led%e. Fortunately, Claparols mana%ed to arran%e matters $ith the *an) and to have the eecution levy lifted.
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3e further further discovered discovered the the follo$in% follo$in% acts acts of disloyal disloyalty ty of Coleon%co Coleon%co::
VICENTE M. COLEONGCO, plaintiff-appellant, COLEONGCO, plaintiff-appellant, vs. EDUARDO L. CLAPAROLS, defendant-appellee. CLAPAROLS, defendant-appellee. FACTS: 1.
Since 1951, 1951, Claparols Claparols operated operated a factory factory for the manufac manufacture ture of nails nails under under the style of Claparols Steel ! "ail #lant. The ra$ material, nail $ire, $as imported from forei%n sources
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'osses compell compelled ed Claparols Claparols in 195( to to loo) for someone someone to finance finance his his imports imports of nail $ires. Coleon%co *ecame his financier.
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A fina financi ncin% n% a%ree a%reemen mentt $as perfect perfected ed .
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n addition, addition, a special al po$er of attorney attorney $as $as eecuted eecuted authoriin% authoriin% Coleon%c Coleon%coo to open and ne%otiate ne%otiate letters of credit, credit, to si%n contracts, contracts, *ills of ladin%, ladin%, invoices, and papers coverin% transactions/ to represent appellee and the nail factory/ and to accept payments and cash advances from dealers and distri*utors.
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A letter to his cousin, 7ho To , instructin% the latter to reduce to one-half the usual monthly advances to Claparols on account of nail sales in order to s4uee s4ueeee said said appelle appelleee and compel compel him to etend etend the contra contract ct entitl entitlin% in% Coleon%co to share in the profits of the nail factory on *etter terms, and ultimately o$n his factory, a plan carried out *y 7hos letter, ,reducin% the advances to Claparols/
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Coleon%cos attempt to, have 8omulo A%sam pour acid on the machinery/
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3is ille%al diversion of the profits of the factory to his o$n *enefit/
Thereafter, Coleon%co also *ecame the assistant mana%er of the factory., factory., •
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1950, Claparols Claparols $as $as surprised surprised *y service service of an alias alias $rit of of eecution eecution to enforce enforce a ud%ment o*tained a%ainst him *y the #hilippine "ational 2an), despite the fact that on the precedin% Septem*er he had su*mitted an amortiation plan to settle the account.
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And the surreptitious disposition of the ates *and resa$ machine in favor of his cousins 3on% Shin% 'um*er ard, made $hile Claparols $as in 2a%uio in uly and Au%ust of 1950,
nstead of puttin% up all the necessary money needed to finance the imports of ra$ material, Coelon%co merely advanced &5; in cash on account of the price and had the *alance covered *y surety a%reements $ith Claparols and others as solidary %uarantors.
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Ca!aro" co#"$%&$#'( r$)o*$+ 'h$ !o$r o a''or#$(, and informed Coleon%co *y re%istered mail, demandin% a full accountin% at the same time. Coleon%co protested. Claparols re4uested eternal auditors, eamination sho$ed that Coleon%co o$ed the Claparols "ail Factory the amount of #<6,(<6.(6, as of une (=, 1956.
Th$ Co!a/#'0 Coleon%co field a suit a%ainst Claparols char%in% *reach of contract as)in% for accountin% plus dama%es. /" Ar2&$#'0 3e also contended that the po$er of attorney $as made to protect his interest under the financin% a%reement and $as one coupled $ith an interest that the appellee Claparols had no le%al po$er to revo)e. Caparols mal-administration of the *usiness endan%ered the security for the advances that he had made under the financin% contract Appellant li)e$ise denies the authorship of the letter to 7ho as $ell as the attempt to induce A%sam to dama%e the machinery of the factory
1.? The financin% a%reement itself already contained clauses for the protection of appellants interest, and did not call for the eecution of any po$er of attorney in favor of Coleon%co.
&.? 2ut %rantin% appellants vie$, it must not *e for%otten that a po$er of attorney can *e made irrevoca*le *y contract only in the sense that the principal may not recall it at his pleasure/ *ut coupled $ith interest or not, the authority certainly can *e revo)ed for a ust cause, such as $hen the attorney-in-fact *etrays the interest of the principal, as happened in this case. t is not open to serious dou*t that the irrevoca*ility of the po$er of attorney may not *e used to shield the perpetration of acts in *ad faith, *reach of confidence, or *etrayal of trust, *y the a%ent for that $ould amount to holdin% that a po$er coupled $ith an interest authories the a%ent to commit frauds a%ainst the principal. ur ne$ Civil Code, in Article 116&, epressly provides the contrary in prescri*in% that responsi*ility arisin% from fraud is demanda*le in all o*li%ations, and that any waiver of action for future fraud is void . t is also on this principle that the Civil Code, in its Article 1<==, declares that the po$ers of a partner, appointed as mana%er, in the articles of co-partnership are irrevocable without just or lawful cause / and an a%ent $ith po$er coupled $ith an interest can not stand on *etter %round than such a partner in so far as irrevoca*ility of the po$er is concerned.
RTC0 >ismiss action for dama%es and order him to pay Claparols #<1,(<6.&6 as per audit as adusted plus dama%es.
That the appellee Coleon%co acted in *ad faith to$ards his principal Claparols is, on the record, un4uestiona*le.
ISSUES0
The facts mentioned acts of deli*erate sa*ota%e *y the a%ent that fully ustified the revocation of the po$er of attorney.
1.? @" the contract of a%ency *et$een Claparols and Coleon%co $as one coupled $ith interest. " &.? @" a contract of a%ency $hen coupled $ith an interest may *e validly revo)ed *y the principal. BS
