Corpo Case Digest

MARUBENI CORPORATION VS. LIRAG, 362 SCRA 620 (2001)

G.R.NO. 130998

FACTS OF THE CASE

Petitioner Marubeni Corporation is a foreign corporation organized and existing under the laws of Japan.  It was doing business in the Philippines through its duly licensed, wholly owned subsidiary companies.

On January 27, 1989, respondent Felix Lirag filed with the Regional Trial Court, Makati a complaint for specific performance and damages claiming that petitioners owed him the sum of P6, 000,000.00 representing commission pursuant to an oral consultancy agreement with Marubeni.

The consultancy agreement was not reduced into writing because of the mutual trust between Marubeni and the Lirag family. Their close business and personal relationship dates back to 1960, when respondent’s family was engaged in the textile fabric manufacturing business, in which Marubeni supplied the needed machinery, equipment, spare parts and raw materials.

In compliance with the agreement, respondent Lirag made representations with various government officials, arranged for meetings and conferences, relayed pertinent information as well as submitted feasibility studies and project proposals, including pertinent documents required by petitioners.  As petitioners had been impressed with respondent’s performance, six (6) additional projects were given to his group under the same undertaking.

One of the projects handled by respondent Lirag, the Bureau of Post project, amounting to P100, 000,000.00 was awarded to the “Marubeni-Sanritsu tandem.” Despite respondent’s repeated formal verbal demands for payment of the agreed consultancy fee, petitioners did not pay.  In response to the first demand letter, petitioners promised to reply within fifteen (15) days, but they did not do so.

On April 29, 1993, the trial court promulgated a decision and ruled that respondent is entitled to a commission.  Respondent was led to believe that there existed an oral consultancy agreement.  Hence, he performed his part of the agreement and helped petitioners get the project.  

The Court of Appeals relied on the doctrine of admission by silence in upholding the existence of a consultancy agreement, noting that petitioner Tanaka’s reaction to respondent’s September 26, 1988 demand letter was not consistent with their claim that there was no consultancy agreement.  On the contrary, it lent credence to respondent’s claim that they had an existing consultancy agreement.  

The Court of Appeals observed that if indeed there were no consultancy agreement, it would have been easy for petitioners to simply deny respondent’s claim.  Yet, they did not do so.  The conglomeration of these circumstances bolstered the existence of the oral consultancy agreement.

ISSUE

In this appeal, petitioners raise the following issues: (1) whether or not there was a consultancy agreement between petitioners and respondent; and corollary to this, (2) whether or not respondent is entitled to receive a commission if there was, in fact, a consultancy agreement

RULING

Wherefore, the petition is granted.  The decision of the court of appeals is hereby set aside. Civil Case No. 89-3037 filed before the Regional Trial Court, Branch 143, Makati City is hereby dismissed.

No costs. An assiduous scrutiny of the testimonial and documentary evidence extant leads us to the conclusion that the evidence could not support a solid conclusion that a consultancy agreement, oral or written, was agreed between petitioners and respondent.  Respondent attempted to fortify his own testimony by presenting several corroborative witnesses.  However, what was apparent in the testimonies of these witnesses was the fact that they learned about the existence of the consultancy agreement only because that was what respondent told them. In civil cases, he who alleges a fact has the burden of proving it; a mere allegation is not evidence. He must establish his cause by a preponderance of evidence, which respondent failed to establish in the instant case. Any agreement entered into because of the actual or supposed influence which the party has, engaging him to influence executive officials in the discharge of their duties, which contemplates the use of personal influence and solicitation rather than an appeal to the judgment of the official on the merits of the object sought is contrary to public policy. Consequently, the agreement, assuming that the parties agreed to the consultancy, is null and void as against public policy. Therefore, it is unenforceable before a court of justice. In light of the foregoing, we rule that the preponderance of evidence established no consultancy agreement between petitioners and respondent from which the latter could anchor his claim for a six percent (6%) consultancy fee on a project that was not awarded to petitioners.