FIRST DIVISION
U-BIX CORPORATION, G.R. No. 173318
Petitioner,
Present:
PUNO,
C.J., Chairperson,
CARPIO,
- v e r s u s
- CORONA,
AZCUNA and
LEONARDO-DE
CASTRO, JJ.
MILLIKEN & COMPANY,
SYLVAN CHEMICAL
COMPANY, WILFREDO
BATARA, PROJEXX
CREATOR, INC. and
ONOFRE ESER,
Respondents.
Promulgated:
September
23, 2008
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R E S O L U T I O N
CORONA, J.:
On
February 5, 1998, respondent Milliken & Company (M&C) designated
petitioner U-Bix Corporation as its authorized dealer of Milliken carpets in
the Philippines. Under the dealership agreement, petitioner undertook to market
Milliken carpets and to keep on hand samples for the local market and stock
sufficient to cover market demand. M&C, on the other hand, bound itself to
support petitioner’s marketing efforts and projects. Thus, once petitioner had
specified a project (i.e., submitted an accomplished dealer project
registration form), M&C was to exclusively designate the said project as petitioner’s.
In
1999, M&C informed petitioner (at that time its lone Philippine dealer)
that an international corporate client, Chase Manhattan Bank (CMB), was furnishing
its Manila office. Petitioner immediately formed a team headed by its creative
vice president, Carmen Huang, (with respondent Onofre Eser as team member)[1] to work
on the CMB project.[2]
They conducted presentations and submitted product samples to CMB project
director Gerry Shirley and interior designer Group Three. The team, however, failed
to impress CMB.
On December 10, 1999, CMB awarded the
supply contract to respondent Projexx Creator, Inc. (Projexx) which, like
petitioner, had in the meantime become a dealer of Milliken carpets.
Eser resigned from petitioner and
joined Projexx.
On
April 3, 2000, petitioner filed a complaint for breach of contract, torts and
damages against M&C, Sylvan Chemical Company (Sylvan), Wilfred Batara,
Projexx and Eser in the Regional Trial Court (RTC) of Makati City, Branch 60.[3] According
to petitioner, M&C violated the dealership agreement when it designated
Projexx as an authorized dealer of Milliken carpets; thus it was guilty of
breach of contract. It also claimed that Projexx, with the help of Sylvan and
Batara, poached the CMB project from it. Moreover, Projexx allegedly hired Eser
because he had worked on the CMB project while in the employ of petitioner. Thus,
they were guilty of malicious interference.[4]
In
their answer, M&C, Sylvan and Batara averred that since petitioner was
unacceptable to CMB, M&C designated Projexx as authorized dealer. Moreover,
petitioner neither submitted an accomplished dealer project registration form
nor complied with the rules for project registration. It never specified the CMB
project. Therefore, petitioner never earned a right over it.
Projexx and Eser, on the other hand, contended
that since no contract was perfected between petitioner and CMB, petitioner never
acquired any proprietary interest in the project.
Trial
ensued. After petitioner offered its evidence and the RTC admitted the same,
respondents separately moved for demurrer to evidence.[5]
M&C,
Sylvan and Batara stated that, because petitioner was not the exclusive
distributor of Milliken carpets in the Philippines, M&C had the right to
appoint Projexx as dealer. Furthermore, petitioner failed to prove the
existence of a valid contract between it and CMB. In fact, petitioner never
presented a dealer project registration form approved by M&C. It never specified (and consequently never
acquired an exclusive right to) the CMB project. Hence, petitioner had no cause
of action against M&C, Sylvan and Batara.
Projexx
added that neither the appointment nor the resignation letter of Eser prohibited
him from working for a direct competitor of petitioner.
The
RTC, in its August 7, 2003 decision,[6] granted
respondents’ respective motions on demurrer to evidence and dismissed the
complaint. It found that no contract was ever perfected between petitioner and
CBM. For this reason, petitioner could not have specified the project as its
own. M&C therefore did not violate
the dealership agreement when it appointed Projexx. Petitioner also failed to
prove that respondents prevented the perfection of the said contract and thus could
not have been guilty of malicious interference.
Aggrieved,
petitioner appealed the RTC decision to the Court of Appeals (CA) which
affirmed the said decision in toto on October 19, 2005.[7]
Petitioner moved for reconsideration
but it was denied.[8]
Hence, this recourse.
Petitioner contends that the CA erred
in affirming the RTC decision in toto. It insists that respondents were
guilty of malicious interference.
We deny the petition.
To prove that respondents were guilty
of malicious interference, petitioner had to show the following: the existence of a valid contract, knowledge
by respondents that such a contract existed and acts (done in bad faith and
without legal basis) by respondents which interfered in the due performance by
the contracting parties of their respective obligations under the contract. Apart
from the fact that these matters were factual (and therefore beyond our mandate
to review), petitioner failed to prove entitlement to the relief it was seeking.
Only
questions of law may be raised in a Rule 45 petition because the jurisdiction
of this Court is limited to passing upon errors of law.[9] Factual
findings of the trial court, when affirmed by the CA, are generally binding on
this Court.[10]
In this case, both the RTC and the CA
found that respondents were not guilty of malicious interference because no
contract was ever perfected between petitioner and CMB. Because all petitioner presented
to us were reiterations of its arguments in the courts a quo, we find no
reason to disturb the decision of the CA.
WHEREFORE, the petition is hereby DENIED.
Costs against petitioner.
SO ORDERED.
Associate Justice
WE CONCUR:
Chief Justice
Chairperson
Associate Justice Associate Justice
TERESITA J. LEONARDO-DE CASTRO
Associate Justice
Pursuant to Section 13,
Article VIII of the Constitution, I certify that the conclusions in the above
resolution had been reached in consultation before the case was assigned to the
writer of the opinion of the Court’s Division.
Chief Justice
[1] The other members of the team were Ronald Inan and Lynn Vergara.
[2] Prior to this, Huang joined M&C representative John Kwok in calling upon the offices of CMB’s Manila branch on August 11, 1999.
[3] Docketed as Civil Case No. 00-474.
[4] See Civil Code, Art. 1314 which provides:
Article 1314. Any third person who induces another to violate his contract shall be liable for damages to the other contracting party.
The following are the elements of tortuous interference:
(a) existence of a valid contract;
(b) knowledge on the part of the third person of the existence of the contract and
(c)
interference of the third person without
legal justification.
See Lagon v. Court of Appeals, G.R. No. 119107, 18 March 2005, 453 SCRA 616, 624 and Tayag v. Lacson, G.R. No. 134971, 25 March 2004, 426 SCRA 282, 305.
[5] See Rules of Court, Rule 33, Sec. 1 which provides:
Section 1. Demurrer to Evidence. – After the plaintiff has completed the presentation of his evidence, the defendant may move for dismissal on the ground that upon the facts and the law plaintiff has shown no right to relief. If his motion is denied, he shall have the right to present evidence. If the motion is granted but on appeal the order of dismissal is reversed he shall be deemed to have waived the right to present evidence.
[6] Issued by Judge Marissa Macaraeg-Guillen. Rollo, pp. 163-167.
[7] Penned by Associate Justice Magdangal M. de Leon and concurred in by Associate Justices Portia Aliño-Hormachuelos and Mariano C. del Castillo of the Former Sixth Division of the Court of Appeals. Id., pp. 41-57.
[8] Dated June 21, 2006. Id., pp. 59-60.
[9] Titan-Ikeda Construction Corporation v. Court of Appeals, G.R. No. 153874, 1 March 2007, 517 SCRA 180, 186 citing Tirol, Jr. v. Commission on Audit, 391 Phil. 897 (2000).
[10] Id., citing Fuentes v. Court of Appeals, G.R. No. 109849, 26 February 1997, 268 SCRA 703.