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Rosa Villa Monna vs. Guillermo Garcia Bosque, F. H. GOULETTE, and R. G.

FRANE (Street, 1926)

Rosa, widow of E. Bota, was the owner of a printing establishment in Escolta, nown
as La Flor de Cataluna, Viuda de E. Bota. Rosa, acting thro!gh her attorne"#in#fact,
$an!el %irretas, sold the store to &!illermo Bos'!e and (ose R!i) for %**,+++.++,
pa"able in fo!r installments of %1*,+++.++ !pon e,ec!tion of the contract,
%1+,+++.++ one "ear after the date of e,ec!tion, %1+,+++.++ for the 2
"ear and
%1*,+++.++ on the -
"ear. .nterest rate is set to be /0 per ann!m. 1rance and
&o!lette obligated themsel2es as solidar" s!reties for Bos'!e. 1irst installment was
paid in order.
$an!el, the attorne"#in#fact, went to a prolonged 2isit to Spain, and in consideration
of that trip, he made a doc!ment p!rporting to be a partial s!bstit!tion of agenc", to
Figueras Hermanos, a mercantile entit" (probabl" a corporation3) so that 4the" ma"
be able to effect the collection of5mone" as ma" be d!e to the plaintiff b" reason of
the sale of the boostore54
6hen the time to collect the 2
"ear installment became d!e, Bos'!e was !nable to
to compl". 7fter se2eral negotiations with 7lfredo Rocha, representati2e of Figueras
Hermanos, an agreement was reached 8 1ig!eras will accept %*,9++.++ pl!s three
promissor" notes pa"able each month from :ecember 192+ to 7pril 1921. ;he notes
were not paid promptl" b" Bos'!e b!t the balance d!e to them was paid in f!ll on
:ecember 2<, 1921.
7bo!t this time the owners of La Flor de Catalua appear to ha2e con2erted it into a
limited partnership !nder the st"le of &!illermo &arcia Bos'!e, S. en =.>4 and
presentl" a corporation was formed to tae o2er the b!siness !nder the name 4Bota
%rinting =ompan", .nc.4. ;he partnership appears to ha2e con2e"ed all its assets to
this corporation for the p!rported consideration of %1*,+++.++. $eanwhile the se2en
notes representing the !npaid balance of the second installment and interest were
failing d!e witho!t being paid.
7 certain $. ;. 1ig!eras later enters into an agreement with Bos'!e, stating as
o &!illermo was indebted to Rosa in the amo!nt of %-2,+++ for which R. &. 1rance
and 1. @. &o!lette are bo!nd as Aoint and se2eral s!reties, and that the
partnership mentioned had transferred all its assets to the Bota %rinting
=ompan", .nc., of which &eorge 7ndrews was a principal stocholder.
o 1rance and &o!lette shall be relie2ed from all liabilit" on their contract as
s!reties and that in lie! of &!illermo, 1rance and &o!lette, the Bota %rinting
=ompan", .nc., as debtor to the e,tent of %2+,+++, which indebtedness was
e,pressl" ass!med b" it, and &eorge 7ndrews as debtor to the e,tent of
%12,+++, will !ndertae to pa" Rosa.
Rosa is now alleging that 1ig!eras had no a!thorit" to e,ec!te the contract
containing the release of &!illermo et al from their liabilit", and that she had not
ratified the same. &!illermo et al arg!e otherwise, !sing the agreement as a
no2ation releasing him from personal liabilit".
6BC Rosa is bo!nd to the agreement made b" 1ig!eras, therefore remo2ing her ca!se
of action against &!illermo et al.
;he co!rt first loos at the partial s!bstit!tion of agenc" made b" $an!el %irretas,
conferring on 1ig!eras @ermanos or the person or persons e,ercising legal
representation of 1@ all of the powers that had been conferred on %irretas b" the
plaintiff in the original power of attorne".
.t was arg!ed that the original power of attorne" incl!ded a wide range of powers
(incl!ding the general power of %irretas to sell the b!siness !pon conditions fi,ed b"
%irretas, as well as the power of s!bstit!tion to collect balance d!e to Rosa). @owe2er,
the =o!rt has also said that the s!bstit!tion agreement between %irretas and 1@ were
e,plicit 8 the sole p!rpose of the s!bstit!tion was onl" to Dcollect the balance of the
selling price of the Printing Establishment and Bookstore aboe!mentioned, "hich has
been sold to #essrs. Bos$ue and PomarE. Cothing can be constr!ed to a!thori)e
1ig!eras to discharge debtors or no2ate the contract. Bn the other hand, the
s!bstit!tion agreement is 2er" m!ch e,plicit in limiting the powers of 1ig!eras.
1!rthermore, it was the mercantile entit" 1ig!eras @ermanos (or its legal
representati2es) who were gi2en the capacit" to e,ercise the s!bstit!ted power. $. ;.
1ig!eras inter2enes as p!rpoted attorne" in fact witho!t an"thing whate2er to show that
he is in fact the legal representati2e of 1ig!eras @ermanos or that he is there acting in
s!ch capacit". ;he act of s!bstit!tion conferred no a!thorit" whate2er on $. ;. 1ig!eras
as an indi2id!al.
;he arg!ment of Bos'!e that Rosa had ratified the no2ation of the contract thro!gh
acceptance of the amo!nt was also disregarded b" the =o!rt, stating that the Bota
%rinting =ompan" became a primar" debtor for &!illermo et al. Rosa co!ld therefore
accept the pa"ment of the debt despite RosaFs ref!sal to be bo!nd b" the s!pposed
no2ation of the contract of debt of &!illermo.
&#!'O!#T#VE" A((ealed )ud*men+ a,,irmed.
($ Gida