Universal Food Corporation v CA
GR No. L-29155, 13 May 1970
Castro, J.:
FACTS:
This is a petition for certiorari by the UFC against the CA decision of February 13, 1968 declaring the Bill of Assignment rescinded, ordering the petitioner to return to Magdalo Francisco, Sr his Mafran sauce trademark and to pay his monthly salary of P300.00 from Dec. 1, 1960 until the return to him of said trademark and formula.
In 1938, Francisco, Sr. discovered a formula for the manufacture of a food seasoning derived from banana fruits popularly known as “Mafran Sauce.” In May 1960, Francisco, Sr. entered into a contract with UFC stipulation among others that he be the Chief Chemist with a salary of P300 a month. Francisco, Sr. kept the secret materials to himself. Tirso Reyes, President and General Manager, requested him to permit 1 or 2 members of his family to observe the preparation of the “Mafran Sauce” but was denied. However, Reyes forced Francisco, Sr. to accede to said request. Thereafter, however, due to the alleged scarcity and high prices of raw materials, a Memorandum duly approved by Reyes that only Supervisor Ricardo Francisco should be retained in the factory and that the salary of Francisco Sr. should be stopped for the time being until the corporation should resume its operation was issued. A memorandum was issued to Victoriano Francisco ordering him to report to the factory and produce "Mafran Sauce” and another one was issued to recall all daily employees who are connected in the production of “Mafran Sauce.” Another memorandum was issued instructing the production of the “Mafran Sauce” and Porky Pops in full swing starting January 1961. Due to these successive memoranda, without Francisco Sr. being recalled back to work, the latter filed the present action.
ISSUE:
Whether or not petitioner’s contention that Magdalo Francisco is not entitled to rescission valid?
HELD:
No. The petitioner’s contention that Magdalo’s petition for rescission should be denied because under Art. 1383 of the Civil Code, rescission cannot be demanded except when the party suffering damage has no other legal means to obtain reparation, was of no merit since it is predicated on a failure to distinguish between a rescission for a breach of contract under Art. 1191 and a recission by reason of lesion or economic prejudice under Art. 1381. The case at bar was a case of reciprocal obligation. The petitioner corporation violated the Bill of Assignment by terminating the services Magdalo Francisco, Sr. without lawful and justifiable cause. Thus, apart from the legal principle that the option to demand performance or ask for rescission of a contract belongs to the injured party, the fact remains that the respondents-appellees had no alternative but to file the present action for rescission and damages.
Trivia: Magdalo Francisco, Sr. derived the name Mafran from his own name: MAgdalo FRANcisco, JR. Internal conflicts forced Francisco to leave and set up Jufran Food Industries, which manufactured Jufran Banana Catsup, named after son Magdalo Jr. or Jun, hence “JUFRAN.” (https://www.filipiknow.net/origins-of-famous-filipino-brand-names/, last accessed: 8 Apr. 2018.)
