Dear Atty. Kathy,

I have a company that manufactures personal protective equipment (PPE). I had an agreement with X to sell my PPE to him, and that he will have exclusive distribution rights to sell my PPE products within a specific territory. For each delivery, I would issue delivery receipts to X, which list the items delivered, the amount to be paid and terms of payment. X would sign and acknowledge on the delivery receipt that he received the complete items in good condition and would abide by the payment terms. After several months, X suddenly stopped paying me on time. I tried to collect from X, however, he is now denying that we had any transaction, and that we do not even have any distributor agreement. Can I not collect from X anymore just because we do not have any distributor agreement?

Angelo

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Dear Angelo,

As ruled by the Supreme Court, there is nothing in the Civil Code which requires that the contract of sale between parties be in written form. Instead, the Supreme Court has consistently ruled that a contract of sale of goods is perfected by mere consent. 

Based solely on your narration, you do not have any distributor agreement with X, but you have delivery receipts on which X signed and acknowledged that he received the complete items in good condition and will abide by the payment terms.

Such delivery receipts or invoices sufficiently prove that there is a distributor agreement between you and X, even if there is no written contract. That X signed the delivery receipts to acknowledge that he received the items in good condition and that he will comply with the payment terms is proof that you indeed have a distributor agreement with X.

In view of all the foregoing, X must settle his unpaid obligations with you, as covered by the delivery receipts; and therefore, you are still entitled to collect payment based on the delivery receipts.

(Marcelina Villanueva doing business under the name and style “Vedge Trading” vs Coca-Cola Bottlers Phils., Inc., et al., G.R. No. 264746, 7 August 2024)

Atty. Kathy Larios