Appellant's Brief Agro Food Case 2
Appellant's Brief Agro Food Case 2
Appellant's Brief Agro Food Case 2
COURT OF APPEALS
MANILA
VITARICH CORPORATION,
Plaintiff-Appellant,
-versus-
C.A. G.R. CV No.90550
APPELLANT’S BRIEF
respectfully states:
ASSIGNMENT OF ERRORS
1
STATEMENT OF THE CASE
right to buy Agro Food’s dressing plant under certain conditions and
in case the proposed sale does not materialize, for Agro Food to
2
Thus, in paragraphs 5 and 5.3 of the amended complaint, plaintiff-
On May 31, 1999, the trial court denied the motion for leave
2000, the trial court reconsidered and set aside its Order dated May
that the dressing fees paid by Vitarich were less than those
3
significant facts admitted by the defendant-appellee. The facts
4. Agro Food billed Vitarich for the use of its (Agro Food)
dressing plant for the period June 1, 1996 to August 2, 1996 in the
amount of P4.95 per gallantina and P6.75 per fresh chilled chicken
dressed (please refer to proposed stipulations in page 1 of the pre-trial order (page 226 of
the records) and the admission in the second paragraph of page 2 of the pre-trial order (page
4
On December 29, 2005, the trial court rendered a decision,
No pronouncement as to costs.
SO ORDERED.”
ready reference.
STATEMENT OF FACTS
5
Philippines and with business addresses in the Province of Bulacan.
and 4 of the amended complaint dated February 1, 1999, page 89 of the records and admitted
in pars. 1 and 2 of the amended answer dated March 1, 2000, page 180 of the records)
Memorandum of Agreement (Exh. “A” for the plaintiff and Exhibit “1” for the
defendant, please refer to No. 1 of the documents attached in plaintiff’s formal offer evicence
dated 3 September 2003, pages 467-537 of the records ), where the parties, among
others, indicated their mutual intent to sell and buy the dressing
mentioned above (pars. 5 and 5.1 of the amended complaint dated February 1, 1999
page 90 of the records; admitted in par. 3 of the amended answer dated March 1, 2000, pages
Million Pesos (P20,000,000.00) (pars. 1 and 2 of the MOA; par. 5.2 of the
amended complaint, page 90 of the record and admitted in par. 3 of the amended answer
dated March 1, 2000, pages 180 and 181 of the records). In compliance with the
October 4, 1995 (Exh. “C”, no. 7 of the documents attached in plaintiff’s offer of
evidence, pages 467- 537 of the records; also admitted during the pre-trial conference per
[pre-trial] Order dated September 27, 2000, page 226 of the records; furthermore, this was not
6
Agreement (Exhibits A and 1), it was agreed that in the event that
Agro Food shall pay back the deposit of P20,000,000.00. (please refer
to page 2 of the MOA, supra; see also par. 5.3. of the amended complaint, supra and admitted
(par. 7 of the amended complaint, supra, page 91 of the records; admitted in par. 3 of the
of Agro Food’s dressing plant facility (par. 8 of the amended complaint, page 91
of the records and admitted in par. 3 of the amended answer, supra) under a Toll
Processing Agreement (Exh. “B” for the plaintiff and Exhibit 2 for the defendant,
nos. 3-6 of plaintiff’s offer of evidence, supra) entered into by the parties on the
deducted and applied as partial payment for the P20M deposit until
the deposit is fully refunded ( please refer to page 2, par. 2 of the Memorandum of
Agreement, Exhibit A for the plaintiff and Exhibit 1 for the defendant, Nos. 1-2 of
Million Two Hundred Sixty Five Thousand Ninety Three Pesos and
stipulation No. 1 and the admission of the defendant as contained in the second page of the
7
pre-trial order of September 27, 2000, pages 226-227 of the records), thus leaving a
paid.
For the period beginning January 6-12, 1996 (Exh. “F”) until
For the period beginning June 1-7, 1996 (Exh. AA”) until the
8
P6.75/kg for fully dressed chicken, and
appelee Agro Food deducted only 10% of the dressing fees for this
period.
For the period beginning August 3-9, 1996 (Exh. “JJ”) until
fees:
dressed, and another 20% of the amount of billing for the volume
9
of chicken exceeding 240,000 heads ( please see Exhibits “JJ” to
gallantina.
10
Independent and separate from the agreements to “buy and
“A” for the plaintiff and Exhibit “1” for the defendant ) and the Toll Processing
Agreement (Exhibit “B” for the plaintiff and Exhibit 2 for the defendant), the parties
the latter undertook to pay within seven (7) days from delivery.
(please refer to paragraph 7 of the Answer to the amended complaint, pages 180-182 of the
records; the transactions per se were not denied by defendant but only the accuracy of the
figures)
admitted that Vitarich sold and delivered to Agro Food, broilers with
a total reconciled amount. (Please refer to the pre-trial order dated September 27,
2000, pages 226-229 of the records. Proposed stipulation no. 2 was admitted by the
11
and 5166 (“YYYY-7”). The said amount is exclusive of stipulated
In the course of the trial, the trial court directed the parties or
directive was contained in the Order dated May 11, 2000. Thus, on
May 23, 2000, May 25, 2000 and in June 2000, the representatives
of Vitarich and Agro Food met, and agreed on (1) the amounts in
and (2) on the amounts in disputed charge sales invoices that were
12
prevails.” (underlining and bold facing ours for
emphasis)
(please refer to pages 3 and 4 of the decision dated December 29, 2005, pages
once but for four times, from defendant Agro Food its outstanding
Finance Manager of defendant (please refer to Exhibits UUUU and UUUU-7, no.
records; also TSN dated September 6, 2001, pages 3-4). This was followed by
December 19, 1997 (please refer to TSN dated September 6, 2001, pages 5-6 and to
Exhibits TTTT and TTTT-1, no. 343 of plaintiff’s formal offer of evidence, pages 467-537 of
the records)
13
demanded from defendant Agro Food, the payment of the amount
the deposit of P20M converted into loan. ( Please refer to Exhibits WWWW
and WWWW-1, no. 354 of plaintiff appellant’s formal offer of evidence found on pages 467-
537 of the records; Also TSN dated September 6, 2001, page 7). The fourth demand
refer to Exhibits XXXX and XXXX-1, no. 355 of plantiff appellant’s formal offer of evidence
found on pages 467-537 of the records; also TSN, dated September 6, 2001, pages 8 and 9 ).
Honorable Court.
14
2. If in the affirmative, whether or not the statement
of account presented by defendant-appellee is enough to
prove its counter claim.
DISCUSSION
dispute also that the said sum is returnable to Vitarich in case its
15
agreed to the process and manner for the reconciliation
of the acounts with respect to the sale of live broilers
(TSN, September 24, 2002, p.12); and, as in fact
proceeded to reconcile the accounts on May 23 and 25,
2000 and sometime in June, 2000 by the respective
representatives of both parties. Thereafter, the parties
were able to reconcile the accounts. Witness Shiela
Santos presented a summary of the reconciled accounts
conducted and signed by the representative of both
parties and denominated as Exhibit “AAAAA” comprises
Exhibits “CCCCC-1” to “CCCCC-3” which is the summary
of the undisputed sales invoice amounting to
P56,000,170.67 and Exhibit “CCCCC-4” to “CCCCC-5”
which represents the summary of the undisputed
payments of the defendant from its purchases of live
broilers amounting to P52,010,318.85. Consequently,
with the reconciled amount of the parties of the
summary of undisputed sales invoices and the
undisputed payments made thereto, defendant Agro
Food still had an unpaid obligation to plaintiff Vitarich in
the amount of P3,989,851.82. Further, considering
that the interest on the unpaid obligation remains
unrebutted by defendant Agro Foods, such interest
prevails.” (underlining and bold facing ours for
emphasis)
its dressing fees by as much as P25 million and then concluded that
16
Plaintiff-appellant, however, maintains that there is no such
Atty. Macapagal:
17
A. There was a request on the part of Vitarich
Corporation to reduce the amount of the billing rate, sir.
quote:
2. FEES AS FOLLOWS:
P 6.05/KILO DC (PREVIOUSLY AT P6.75)
P4.55/KG. GALLANTINA (PREVIOUSLY AT P4.95 )
18
6. EFFECTIVITY IS AUGUST 1, 1996
defendant Agro Food and it will be noted here that the changes on
reflected in the billings starting from June 1, 1996 and then from
19
15% “K-5”
20
21. May 25-31, Gallantina P5.50 /kg. “Z-1” 467-537(90)
1996 Fresh Chilled 7.50/kg. “Z-2”
15% “Z-5”
21
7.5%
22
19 Feb. 8-14, Gallantina P4.55 /kg. “BBB-1” 467-537(200)
. 1997 Fresh 6.05/kg. “BBB-2”
Chilled 7.5% “BBB-5”
23
32 May 17- Gallantina P4.55 /kg. “OOO-1” 467-537(241)
. 23, 1997 Fresh 6.05/kg. “OOO-2”
Chilled 7.5% “OOO-4”
24
Aug. 23-29,
4. 1997 Gallantina P5.75 /kg. “BBBB-1” 467-537(285)
Fresh Chilled 5.75/kg. “BBBB-2”
“BBBB-4”
7.5%
25
17. Nov.29- Gallantina P5.75 /kg. “OOOO-1” 467-537(335)
Dec. 5, Fresh Chilled 5.75/kg. 7.5% “OOOO-2”
1997 “OOOO-4”
Thus, he testified:
ON CROSS-EXAMINATION:
ATTY. FALLER:
Q. Mr. Gonzales, you said that you are the General Manager
of the defendant, am I correct?
A. Yes, sir.
people committed a mistake. (T.S.N. April 27, 2004, page 27). But
the parties and not a mistake of the accounting people of Agro Food
The billings for the original rates were weekly done from
January 6-12, 1996 to May 25-31, 1996 for twenty one (21) weeks.
then on the 22nd week, or beginning June 1-7, 1996 (Exhibit AA) to
27
gallantina). Defendant did these billings (on the first changes) on a
weekly basis for nine (9) weeks. As may be noted, the billings were
defendant reflected again a new rate of dressing fees for fresh and
gallantina starting on the 31st week. Thus, from August 3-9, 1996
show a rate of P6.05 for fresh chilled and P4.55 for gallantina.
Defendant prepared these forty one (41) billings (on the second
After being used to prepare the billings for forty one (41)
weeks, then came the last batch of billings starting on August 2-8-,
1997 (Exhibit YYY) to December 6-7, 1997 (Exhibit PPPP) when the
Agro Food committed the same mistakes thrice on the very same
transaction.
Court of Appeals, G.R. No. 83122, Oct. 19, 1990) but not when
28
Secondly, in the last changes, the rate for gallantina was
changed, the billings also show that in those times that changes in
chickens dressed, and another 20% of the amount of billing for the
the reduction of fees, why it did then change downward the rate of
dressing fees.
neither Agro Food nor Mr. Chito del Castillo protested. Neither of
29
dressing fees. Neither of them said at the first instance that Vitarich
paid a much lower fees. Nothing of this was heard from defendant-
refer to the redirect examination of Mr. Chito del Castillo, defendant’s Finance
protested right after they have received the demand letters. This
30
Thus, Mr. Chito del Castillo, Agro Food’s Finance Manager,
testified as follows:
On cross examination:
“Atty. Faller:
A Yes, sir.
A Yes, sir.
A Yes, sir.
“Atty. Faller:
A Yes, sir.
A Yes, sir.
A. Yes, sir.
31
A Yes, sir.
A. Yes, sir.
A. Yes, sir.
A. Yes, sir.
A. Yes, sir.
A. Yes, sir.
A. Yes, sir.
32
These billing statements were solely made by defendant-
the entries made therein. Let us read the testimony of Mr. Jose
On cross-examination:
“ATTY. FALLER:
A Yes, sir.
A: Yes, sir.
A: None sir.
Manager (President since 2003 only) next said that its Finance
Manager was not authorized to reduce the dressing fees, but he did
33
not say why the rate of offsetting for payment on the deposit was
positively show that Mr. Chito del Castillo, Agro Food’s Finance
fees. From his own mouth, Mr. Chito del Castillo categorically
ON DIRECT EXAMINATION
COURT:
A. Yes, sir.
A. Yes, Sir.
Court:
34
Q. When you sought the advice of the assistance of the
President, could you more or less tell us what was the
tenor of the assistance you sought with the President?
A. Yes, sir.
ATTY. MACAPAGAL
35
(T.S.N. April 27, 2004, pages 28 and 29)
baseless.
was not the President, but merely the General Manager, at the time
the changes were agreed upon. The Corporate Secretary who could
by the defendant-appellee.
above.
36
But even without his admission, Agro Food cannot deny,
403 SCRA 452, 457 (June 10, 2003), the Supreme Court citing
37
buyers of the acquired assets of the corporation was held to have
Thus:
Chito del Castillo was in charge with the management of money and
38
they consist of Rivera's self-serving testimony and
various inter-office memoranda that purport to show his
limited actual authority, of which private respondent
cannot be charged with knowledge.”
its officers or agents with apparent power to perform acts for it, the
real with respect to innocent third parties dealing in good faith with
apply fifteen (15%) of the gross receipts (on dressing fees) as its
39
plaintiff until the deposit is fully paid. (please refer to No. 2, Period of
Acceptance or Denial of the Offer to Purchase of the MOA, Exhibit A which is also
1-7, 1996 billing (Exh. AA-5) up to August 3-9, 1996 billing (Exh.
II-5), Agro Food deducted only 10% of the gross receipts of the
40
"His acceptance of the equipment and supplies and
accessories, and the use he made of them is an implied
conformity to the terms of the invoices and he is bound
thereby."
partially. The parol evidence rule does not apply also to executed
Alfredo et al vs. Sps. Borras, 404 SCRA 145, 158, June 17,
41
be used to advance the very evil the law seeks to
prevent.”
II
after the complaint was filed in court. Defendant did not even
inform plaintiff about this precisely because it was made after the
42
“ We are thus inclined to believe that the alleged
actuations of Contreras, which could have justified
petitioner’s shooting him, was nothing but a concocted
story to evade criminal liability. (Mamangun vs.
People, 514 SCRA 44, February 2, 2007)
III
43
unpaid purchases of live broilers at
the rate of 24%.
Yet, the trial court failed to grant this amount to the plaintiff-
amount.
interest at the rate of 12% per annum from the time the instant
44
complaint is filed on January 9, 1998 until the full amount is paid.
IV.
In its Order dated May 11, 2000, the court a quo ordered the
this issue, plaintiff agreed with the findings of the court a quo.
Thus:
45
Food still had an unpaid obligation to plaintiff Vitarich in
the amount of P3,989,851.82. Further, considering
that the interest on the unpaid obligation remains
unrebutted by defendant Agro Foods, such interest
prevails.” (underlining and bold facing ours for
emphasis)
(please refer to pages 3 and 4 of the decision dated December 29, 2005, pages
rate of 24% per annum on all unpaid account from the time the
demand, that is, November 1997, until the full amount is paid.
PRAYER
Court that the decision of the court a quo dated December 29, 2005
46
(1) the amount P4,734,906.57, representing the admitted
balance on the P20M deposit of plaintiff-appellee plus legal interest
at the rate of 12% per annum from the time the instant complaint
was filed on January 9, 1998.
47