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415 Phil. 29
FIRST DIVISION
[ G.R. No. 130998, August 10, 2001 ]
MARUBENI CORPORATION, RYOICHI TANAKA, RYOHEI KIMURA
AND SHOICHI ONE, PETITIONERS, VS. FELIX LIRAG, RESPONDENT.
DECISION
PARDO, J.:
The case is an appeal via certiorari to annul and set aside the decision[1] of the Court of
Appeals finding petitioners Ryoichi Tanaka, Ryohei Kimura and Shoichi One, as officers
of petitioner Marubeni Corporation, jointly and severally liable with the corporation for
the commission claimed by respondent Felix Lirag in the amount of six million
(P6,000,000.00) pesos arising from an oral consultancy agreement.
Petitioner Marubeni Corporation (hereafter, Marubeni) 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, Marubeni Philippines Corporation. Petitioners
Ryoichi Tanaka, Ryohei Kimura and Shoichi One were officers of Marubeni assigned to
its Philippine branch.[2]
On January 27, 1989, respondent Felix Lirag filed with the Regional Trial Court, Makati
a complaint[3] 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. Lirag claimed that on February 2, 1987,
petitioner Ryohei Kimura hired his consultancy group for the purpose of obtaining
government contracts of various projects. Petitioner Kimura authorized him to work on
the following projects: (1) National Telephone Project, (2) Regional Telecommunications
Project; (3) Cargo Handling Equipment; (4) Maritime Communications; (5) Philippine
National Railways Depot; and (6) Bureau of Posts (Phase II).[4] Petitioners promised to
pay him six percent (6%) consultancy fee based on the total costs of the projects
obtained.
The consultancy agreement was not reduced into writing because of the mutual trust
between Marubeni and the Lirag family.[5] 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.[6]
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
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