NG YA v

1.

NG YA v. SUGBU COMMERCIAL CO Facts

* Ng Ya, a Chinese merchant based in Surigao, Surigao ordered from Sugbu Commercial (based in Cebu) 1,000 galvanized iron and aluminium sheets. It was agreed that the goods would be delivered in a week’s time, or on or before January 5, 1950. The amount

of these goods is P5,400, which appears to have been paid by Ng Ya in full. * However, the said goods were not delivered on the said date. And as Ng Ya kept on inquiring from Sugbu Commercial Co. about the status of the goods, the latter failed to deliver the same but kept promising that the said goods would be delivered at some future time. * Sugbu Commercial later found out that Ng Ya is also in need of cigarettes that she will sell on resale in Surigao. The former then offered the latter cigarettes. Ng Ya was enticed  by the offer and then then entered into into another another contract contract of sale with with Sugbu. Sugbu. * She paid the amount of the cigarettes worth P4,000 with the help of Lana Bakery, with whom she had an understanding of splitting the profits she hoped to realize from the  buy and sell sell of cigarettes. cigarettes. * However, after a couple of months, in July, neither the cigarettes nor the galvanized iron and aluminium sheets reached Ng Ya. Consequently, Tan Chun Pia of Lana Bakery, from whom she obtained the P4,000 got angry with her and, for this reason, Ng Ya was forced to reimburse him of the amount. * She then kept coming back to Sugbu to demand either the delivery of the goods she ordered or the payment of P 9,400. Unfortunately, every time she dropped there, poor Ng Ya was challenged by Shih Tiong Chu to file a complaint, and she had to seek the help of the Chinese Chamber of Commerce for the settlement of her claim. * Ng Ya finally filed a complaint with the CFI Cebu. * Sugbu Commercial then filed a 3 rd-party complaint against Pow Sun Gee, alleging that the latter received the amounts of P5,400 and P4,000 in his capacity as manager of Sugbu Commercial when he was not authorized to issue official receipts and that only his copartner Shih Tiong Chu, who was most of the time in Manila, could do so. In this regard, Sugbu Commercial prayed that Pow Sun gee be ordered to indemnify Sugbu Commercial Commercial for whatever is adjudged against the latter in favor of plaintiff Ng Ya. * TC decided in favor of Ng Ya and sentenced Sugbu to pay plaintiff the sum of P9,400 and condemning Pow Sun Gee to reimburse Sugbu Commercial Company. * Sugbu Commercial appealed. Issue

W/N Sugbu Commercial should not be held liable because Pow Sun Gee, as the one who received the payments and issued receipts to Ng Ya, is not authorized to do so.

Holding

No. Ratio Decidendi A manager of a partnership is presumed to have all the incidental powers to carry out the object of the partnership in the transaction of the business. There is of course an

exception to the general rule: when the powers of a manager are specifically restricted, he could not exercise the powers expressly limited of him. But when the articles of association do not specify the powers of the manager, it is admitted on principle that

a manager has the powers of a general agent, and even more. When the object of the company is determined, the manager has all the powers necessary for the attainment of such object. Reasoning

Sugbu Commercial was not able to present articles of co-partnership that would show any limitation upon the powers of the manager – an indication that there was none. For this reason, we hold and declare that the minor power of issuing official receipt is included in the general powers of the manager.

Indeed, it would be quite queer that the manager of any juridical entity would not be authorized to issue official receipts for amounts delivered to that entity through said manager, and that only his co-partner Shih Tiong Chu, who was most of the time in Manila, could do so. This is not in keeping with the present day business dealings, for it is slow and inconvenient to those who transact with the company.