No probative value

The court shall consider no evidence which has not been formally offered. This is the rule applied in this case of Zeny.

Sometime in 1987, Zeny signed a marketing agreement with a company engaged in the manufacture and export of furniture and such other related products (MII). The agreement stipulates: (1) that MII grants Zeny the non-exclusive right to identify, solicit, find or introduce for negotiation prospective local and foreign buyers, customers or dealers for the products of MII; and (2) that for her services MII agrees to pay her 10% of the face value of the invoice price, covering letter of credit, or such similar instrument representing the actual purchase price for the product sold or shipped by MII.

During the effectivity of the marketing agreement, Zeny was able to solicit the interior construction projects for the renovation/improvements of the various rooms, pavilions, lobby and restaurants of three 5-star hotels in Metro Manila. When Zeny requested full payment of her commissions for those projects, MII did not heed her demands. MII claimed that the said projects were construction contracts while their marketing agreement spoke only of the sale of its wood products.

Thus Zeny was forced to file a complaint in the Regional Trial Court (RTC) for the collection of her commission in the amount of P254,089. 52. Zeny insisted that the said interior construction projects of the three hotels fell within the scope of their marketing agreement as said projects afforded MII the opportunity to sell and supply its products to the project owners to implement the overall interior design.

After trial, the RTC rendered a decision in favor of Zeny. It interpreted the marketing agreement as to include construction contracts and allowed Zeny to claim her 10% commission on said projects. The RTC said that MII’s contemporaneous and subsequent acts of making partial payments of the commission as evidenced by various vouchers (Exh. K-2 to K-7) shows the intention of the parties to include said projects as part of the agreement. Exhibits K-2 to K-7 were marked as exhibits during the testimony of a defense witness but were never offered in evidence by any of the parties. Was the RTC correct?

No. The plain import and the text of the marketing agreement show that the construction projects solicited by Zeny were outside its coverage. As mandated by Article 1370 of the Civil Code, if the terms of the contract are clear and leave no doubt on the parties’ intention, the literal meaning of its stipulations shall control. Moreover, the parole evidence rule under Section 9, Rule 130 of the Rules of Court forbids any addition to or contradiction of the terms of a written instrument by testimony or other evidence purporting to show that, at or before the execution of the written agreement, different terms were agreed upon by the parties varying the meaning of the written contract.

Thus the RTC committed an error in still interpreting the marketing agreement as to include the construction projects; much more so when it based its interpretation solely on Exhibits K-2 to K-7 which were allegedly contemporaneous acts of MII of paying in part Zeny’s commission. These exhibits were only marked as such during the testimony of a defense witness but not offered in evidence. Under Section 34 of Rule 132 of the Rules of Court, said exhibits have no evidentiary value because they were not formally offered in evidence. Evidence must be offered because the court rests its findings of fact and its judgment only and strictly on the evidence offered by the parties. Unless and until admitted by the court in evidence for the purpose or purposes they are offered, the same are merely scraps of paper barren of probative weight. Mere identification of the documents and the markings thereof as exhibits do not confer any evidentiary weight on the documents unless formally offered (Heirs of Zamora vs. Multiwood International Inc. G.R. 146428, January 19, 2009).

Note: Books containing compilation of my articles on Labor Law and Criminal Law (Vols. I and II) are now available. Call tel. 7249445.

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