G.R. No.

76969 June 9, 1997 FIRST DIVISION

INLAND REALTY INVESTMENT SERVICE, INC. and ROMAN M. DE LOS
REYES, petitioners, vs. HON. COURT O A!!EALS, GREGORIO
ARANETA, INC. and J. ARMANDO EDU"UE, respondents.
HERMOSISIMA, JR., J.:
Herein petitioners Inland Realty Investment Service, Inc. (hereafter, Inland
Realty! and Roman ". de los Reyes see# the reversal of the Decision
1
of
the Intermediate $ppellate %o&rt (no' %o&rt of $ppeals!
#
'hich affirmed the
trial co&rt(s dismissal
$
of petitioners( claim for &npaid a)ent(s commission for
*ro#erin) the sales transaction involvin) +,,-- shares of stoc# in $rchitects(
.ld)., Inc. (hereafter, $rchitects(! *et'een private respondent /re)orio
$raneta, Inc. (hereafter, $raneta, Inc.! as seller and Stanford "icrosystems,
Inc. (hereafter, Stanford! as *&yer.
0etitioners come to &s 'ith a t'o1fold a)enda2 (3! to o*tain from &s a
declaration that the trial co&rt and the respondent appellate co&rt )ravely
erred 'hen appreciatin) the facts of the case *y disre)ardin) 45hi*its 6,
a 6etter dated Octo*er 7,, 3+89 si)ned *y /re)orio $raneta II, rene'in)
petitioners( a&thority to act as sales a)ent for a period of thirty (:-! days
from same date, and 45hi*it ", a 6etter dated Novem*er 39, 3+89 si)ned
*y petitioner de los Reyes, namin) fo&r (;! other prospective *&yers,
respectively< and (7! to o*tain from &s a cate)orical r&lin) that a *ro#er is
a&tomatically entitled to the stip&lated commission merely &pon sec&rin)
for, and introd&cin) to, the seller the partic&lar *&yer 'ho &ltimately
p&rchases from the former the o*=ect of the sale, re)ardless of the
e5piration of the *ro#er(s contract of a)ency and a&thority to sell.
.efore 'e proceed to address petitioners( o*=ectives, there is a need to
&nfold the facts of the case. For that p&rpose, 'e >&ote here&nder the
findin)s of fact of the %o&rt of $ppeals 'ith 'hich petitioners a)ree, e5cept
as to the respondent appellate co&rt(s non1incl&sion of the aforementioned
45hi*its 6 and "2
From the evidence, the follo'in) facts appear &ndisp&ted2 On
Septem*er 39, 3+8?, defendant corporation thr& its co1defendant
$ssistant /eneral "ana)er @. $rmando 4d&>&e, )ranted to
plaintiffs a :-1day a&thority to sell its . . . +,,-- shares of stoc# in
$rchitects( .ld)., Inc. as follo's2
Septem*er 39, 3+8?
TO AHO" IT "$B %ON%4RN2
This is to a&thoriCe "r. R.". de los Reyes, representin) Inland
Realty, to sell on a first come first served *asis the total holdin)s of
/re)orio $raneta, Inc. in $rchitects( D.ld).E, Inc. e>&ivalent to +,F
or +,,-- shares of stoc# at the price of 03,?--.-- per share for a
period of :- days.
(S/D.! @. $R"$NDO 4DGHG4
$sst. /eneral "ana)er(
0laintiff Inland Realty Investment Service, Inc. (Inland Realty for
short! is a corporation en)a)ed DinE, amon) others . . . the real
estate *&siness DandE *ro#era)es, d&ly licensed *y the .&rea& of
Domestic Trade . . . DInland RealtyE planned their sales campai)n,
sendin) proposal letters to prospective *&yers. One s&ch
prospective *&yer to 'hom a proposal letter 'as sent to 'as
Stanford "icrosystems, Inc. . . . DthatE co&nter1proposed to *&y
+,,-- shares offered at 03,---.-- per share or for a total of
0+,,--,---.--, 0;,+--,---.-- paya*le in five years at 37F per
annum interest &ntil f&lly paid.
Gpon plaintiffs( receipt of the said co&nter1proposal, it immediately
DsicE 'rote defendant a letter to re)ister Stanford "icrosystems, Inc.
as one of its prospective *&yers . . . Defendant $raneta, Inc., thr&
its $ssistant /eneral "ana)er @. $rmando 4d&>&e, replied that the
price offered *y Stanford 'as too lo' and s&))ested that plaintiffs
see if the price and terms of payment can *e improved &pon *y
Stanford . . . Other prospective *&yers 'ere s&*mitted to
defendants amon) 'hom 'ere $tty. "a5imo F. .elmonte and "r.
@oselito HernandeC. The a&thority to sell )iven to plaintiffs *y
defendants 'as e5tended several times2 the first *ein) on Octo*er
7, 3+8?, for :- days from said date (45h. @!, the second on
Octo*er 7,, 3+8? for :- days from said date (45h. 6! and on
Decem*er 7, 3+8? for :- days from said date (45h. I!.
0laintiff Roman de los Reyes, mana)er of Inland Realty(s
*ro#era)e division, 'ho *y contract 'ith Inland Realty 'o&ld *e
entitled to 3J7 of the claim asserted herein, testified that 'hen his
company 'as initially )ranted the a&thority to sell, he as#ed for an
e5cl&sive a&thority and for a lon)er period *&t $rmando 4d&>&e
'o&ld not )ive, *&t accordin) to this 'itness, the life of the a&thority
co&ld al'ays *e e5tended for the p&rpose of ne)otiation that 'o&ld
*e contin&in).
On @&ly ,, 3+88, plaintiffs finally sold the +,,-- shares of stoc#
DinE $rchitects( D.ld).E, Inc. to Stanford "icrosystems, Inc. for
03:,?--,---.-- . . .
On Septem*er 9, 3+88, plaintiffs demanded formally DfromE
defendants, thro&)h a letter of demand, for payment of their ?F
*ro#erD(sE commission at 03:,?--,---.-- or a total amo&nt of
098?,---.-- . . . 'hich 'as declined *y DdefendantsE on the )ro&nd
that the claim has no fact&al or le)al *asis.
%
$scri*in) merit to private respondents( defense that, after their a&thority to
sell e5pired thirty (:-! days from Decem*er 7, 3+8?, or on @an&ary 3, 3+89,
petitioners a*andoned the sales transaction and 'ere no lon)er privy to the
cons&mmation and doc&mentation thereof, the trial co&rt dismissed
petitioners( complaint for collection of &npaid *ro#er(s commission.
0etitioners appealed, *&t the %o&rt of $ppeals 'as &ns'ayed in the face of
evidence of the e5piration of petitioners( a)ency contract and a&thority to
sell on @an&ary 3, 3+89 and the cons&mmation of the sale to Stanford on
@&ly ,, 3+88 or more than one (3! year and five (?! months after petitioners(
a)ency contract and a&thority to sell e5pired. Respondent appellate co&rt
dismissed petitioners( appeal in this 'ise2
. . . The resol&tion 'o&ld seem to hin)e on the >&estion of 'hether
plaintiff 'as instr&mental in the final cons&mmation of the sale to
Stanford 'hich 'as the same name of the company s&*mitted to
defendants as a prospective *&yer altho&)h their price 'as
considered *y defendant to *e too lo' and defendants 'rote to
plaintiff if the price may *e improved &pon *y Stanford . . . This 'as
on Octo*er 3:, 3+8?. $fter that, there 'as an e5tension for :- days
from Octo*er 7,, 3+8? of the a&thority (45h. 6! and another on
Decem*er 7, 3+8? for another :- days from the said date . . . .
There is nothin) in the record or in the testimonial evidence that the
a&thority e5tended :- days from the last date of e5tension 'as ever
reserved nor e5tended, nor has there *een any comm&nication
made to defendants that the plaintiff 'as act&ally ne)otiatin) 'ith
Stanford a *etter price than 'hat 'as previo&sly offered *y it . . . .
In fact there 'as no lon)er any a)ency after the last e5tension.
%ertainly, the len)th of time 'hich had transpired from the date of
last e5tension of a&thority to the final cons&mmation of the sale 'ith
Stanford of a*o&t one (3! year and five (?! months 'itho&t any
comm&nication at all from plaintiffs to defendants 'ith respect to
the s&))estion or defendants that Stanford(s offer 'as too lo' and
s&))ested if plaintiffs may ma#e it *etter. Ae have a case of
proposal and co&nter1proposal 'hich 'o&ld not constit&te a definite
closin) of the transaction =&st *eca&se it 'as plaintiff 'ho solely
s&))ested to defendants the name of Stanford as *&yer . . . .
&
Gna*le to accept the dismissal of its claim for &npaid *ro#er(s commission,
petitioners filed the instant petition for revie' as#in) &s (3! to pass &pon the
fact&al iss&e of the alle)ed e5tension of their a)ency contract and a&thority
to sell and (7! to r&le in favor of a *ro#er(s a&tomatic entitlement to the
stip&lated commission merely &pon sec&rin) for, and introd&cin) to, the
seller, the partic&lar *&yer 'ho &ltimately p&rchases from the former the
o*=ect of the sale, re)ardless of the e5piration of the *ro#er(s contract of
a)ency and a&thority to sell.
Ae find for private respondents.
I
0etitioners ta#e e5ception to the findin) of the respondent %o&rt of $ppeals
that their contract of a)ency and a&thority to sell e5pired thirty (:-! days
from its last rene'al on Decem*er 7, 3+8?. They insist that, in the 6etter
dated Octo*er 7,, 3+89, /re)orio $raneta III, in *ehalf of $raneta, Inc.,
rene'ed petitioner Inland Realty(s a&thority to act as a)ent to sell the
former(s +,,-- shares in $rchitects( for another thirty (:-! days from same
date. This 6etter dated Octo*er 7,, 3+89, petitioners claim, 'as mar#ed as
45hi*it 6 d&rin) the trial proceedin)s *efore the trial co&rt.
This claim is a *latant lie. In the first place, petitioners have conspic&o&sly
failed to attach a certified copy of this 6etter dated Octo*er 7,, 3+89. They
have, in fact, not attached even a machine copy thereof. $ll they )ave this
co&rt is their 'ord that said 6etter dated Octo*er 7,, 3+89 does e5ist, and
on that *asis, they e5pect &s to accordin)ly r&le in their favor.
S&ch naivety, this co&rt 'ill not tolerate. Ae 'ill not treat li)htly petitioners(
attempt to mislead this co&rt *y claimin) that the 6etter dated Octo*er 7,,
3+89 'as mar#ed as 45hi*it 6 *y the trial co&rt, 'hen the tr&th is that the
trial co&rt mar#ed as 45hi*it 6, and the respondent %o&rt of $ppeals
considered as 45hi*it 6, private respondent $raneta, Inc.(s 6etter dated
Octo*er 7,, 1975, not 1976. Needless to say, this *latant attempt to
mislead this co&rt, is contempt&o&s cond&ct that 'e sternly condemn.
II
The 6etter dated Novem*er 39, 3+89, claimed *y petitioners to have *een
mar#ed as 45hi*it ", has no pro*ative val&e, considerin) that its very
e5istence remains &nder a heavy clo&d of do&*t and that hypothetically
ass&min) its e5istence, its alle)ed content, namely, a listin) of fo&r (;!
other prospective *&yers, does not at all prove that the a)ency contract and
a&thority to sell in favor of petitioners 'as rene'ed or revived after it
e5pired on @an&ary 3, 3+89. $s in the case of the 6etter dated Octo*er 7,,
3+89, petitioners have misera*ly failed to attach any copy of the 6etter
dated Novem*er 39, 3+89. $ copy thereof 'o&ld not help petitioners( failin)
ca&se, any'ay, especially considerin) that said letter 'as si)ned *y
petitioner De los Reyes and 'o&ld therefore ta#e on the nat&re of a self1
servin) doc&ment that has no evidentiary val&e insofar as petitioners are
concerned.
III
Finally, petitioners asseverate that, re)ardless of 'hether or not their
a)ency contract and a&thority to sell had e5pired, they are a&tomatically
entitled to their *ro#er(s commission merely &pon sec&rin) for and
introd&cin) to private respondent $raneta, Inc. the *&yer in the person of
Stanford 'hich &ltimately ac>&ired o'nership over $raneta, Inc.(s +,,--
shares in $rchitects(.
0etitioners( asseverations are devoid of merit.
It is &nderstanda*le, tho&)h, 'hy petitioners have resorted to a campai)n
for an a&tomatic and *lan#et entitlement to *ro#era)e commission &pon
doin) nothin) *&t s&*mittin) to private respondent $raneta, Inc., the name
of Stanford as prospective *&yer of the latter(s shares in $rchitects(. Of
co&rse petitioners 'o&ld advocate as s&ch *eca&se precisely petitioners
did nothin) *&t s&*mit Stanford(s name as prospective *&yer. 0etitioners
did not s&cceed in o&tri)htly sellin) said shares &nder the predetermined
terms and conditions set o&t *y $raneta, Inc., e.)., that the price per share
is 03,?--.--. They admit that they co&ld not diss&ade Stanford from
ha))lin) for the price of 03,---.-- per share 'ith the *alance of ?-F of
the total p&rchase price paya*le in five (?! years at 37F interest per
annum. From Septem*er 39, 3+8? to @an&ary 3, 3+89, 'hen petitioners(
a&thority to sell 'as s&*sistin), if at all, petitioners had nothin) to sho' that
they actively served their principal(s interests, p&rs&ed to sell the shares in
accordance 'ith their principal(s terms and conditions, and performed
s&*stantial acts that pro5imately and ca&satively led to the cons&mmation
of the sale to Stanford of $raneta, Inc.(s +,,-- shares in $rchitects(.
The %o&rt of $ppeals cannot *e fa&lted for emphasiCin) the lapse of more
than one (3! year and five (?! months *et'een the e5piration of petitioners(
a&thority to sell and the cons&mmation of the sale to Stanford, to *e a
si)nificant inde5 of petitioners( non1participation in the really critical events
leadin) to the cons&mmation of said sale, i.e., the ne)otiations to convince
Stanford to sell at $raneta, Inc.(s as#in) price, the finaliCation of the terms
and conditions of the sale, the draftin) of the deed of sale, the processin)
of pertinent doc&ments, and the delivery of the shares of stoc# to Stanford.
%ertainly, 'hen the lapse of the period of more than one (3! year and five
(?! months *et'een the e5piration of petitioners( a&thority to sell and the
cons&mmation of the sale, is vie'ed in the conte5t of the &tter lac# of
evidence of petitioners( involvement in the ne)otiations *et'een $raneta,
Inc. and Stanford d&rin) that period and in the s&*se>&ent processin) of
the doc&ments pertinent to said sale, it *ecomes &ndenia*le that the
respondent %o&rt of $ppeals did not at all err in affirmin) the trial co&rt(s
dismissal of petitioners( claim for &npaid *ro#era)e commission.
0etitioners 'ere not the efficient proc&rin) ca&se
6
in *rin)in) a*o&t the sale
in >&estion an @&ly ,, 3+88 and are, therefore, not entitled to the stip&lated
*ro#er(s commission of ?F on the total price.
AH4R4FOR4, the instant petition is H4R4.B DIS"ISS4D.
%osts a)ainst petitioners.
SO ORD4R4D.
G.R. No. 9%7&$. A'()* 7, 199$. S4%OND DIVISION
"$NOTOI .ROTH4RS, IN%., petitioner, vs. TH4 HONOR$.64 %OGRT
OF $004$6S, TH4 HONOR$.64 @GD/4 OF TH4 R4/ION$6 TRI$6
%OGRT OF "$NI6$ (.ranch VI!, and S$6V$DOR S$6I/G".$,
respondents.
SB66$.GS
3. %IVI6 6$A< $/4N%B< $/4NT(S %O""ISSION< AH4N 4NTIT64D(
RG64< $006I%$TION IN %$S4 $T .$R. K In an earlier case, this %o&rt
r&led that 'hen there is a close, pro5imate and ca&sal connection *et'een
the a)ent(s efforts and la*or and the principal(s sale of his property, the
a)ent is entitled to a commission. Ae a)ree 'ith respondent %o&rt that the
%ity of "anila &ltimately *ecame the p&rchaser of petitioner(s property
mainly thro&)h the efforts of private respondent. Aitho&t disco&ntin) the
fact that 'hen "&nicipal Ordinance No. 99-: 'as si)ned *y the %ity "ayor
on "ay 38, 3+9,, private respondent(s a&thority had already e5pired, it is to
*e noted that the ordinance 'as approved on $pril 79, 3+9, 'hen private
respondent(s a&thoriCation 'as still in force. "oreover, the approval *y the
%ity "ayor came only three days after the e5piration of private
respondent(s a&thority. It is also 'orth emphasiCin) that from the records,
the only party )iven a 'ritten a&thority *y petitioner to ne)otiate the sale
from @&ly ?, 3+99 to "ay 3;, 3+9, 'as private respondent.
D 4 % I S I O N
%$"0OS, @R., @ p2
0etitioner "anoto# .rothers., Inc., *y 'ay of the instant 0etition doc#eted
as /.R. No. +;8?: so&)ht relief from this %o&rt(s Resol&tion dated "ay :,
3+,+, 'hich reads2
/.R. No. 8,,+, ("anoto# .rothers, Inc. vs. Salvador Sali)&m*a and
%o&rt of $ppeals!. K %onsiderin) the manifestation of compliance *y
co&nsel for petitioner dated $pril 3;, 3+,+ 'ith the resol&tion of "arch 3:,
3+,+ 'hich re>&ired the petitioner to locate private respondent and to
inform this %o&rt of the present address of said private respondent, the
%o&rt Resolved to DIS"ISS this case, as the iss&es cannot *e =oined as
private respondent(s and co&nsel(s addresses cannot *e f&rnished *y the
petitioner to this co&rt. 3
In addition, petitioner prayed for the iss&ance of a preliminary in=&nction to
prevent irrepara*le in=&ry to itself pendin) resol&tion *y this %o&rt of its
ca&se. 0etitioner li#e'ise &r)ed this %o&rt to hold in contempt private
respondent for alle)edly adoptin) sinister ploy to deprive petitioner of its
constit&tional ri)ht to d&e process.
$ctin) on said 0etition, this %o&rt in a Resol&tion 7 dated Octo*er 3, 3++-
set aside the entry of =&d)ment made on "ay :, 3+,+ in case /.R. No.
8,,+,< admitted the amended petition< and iss&ed a temporary restrainin)
order to restrain the e5ec&tion of the =&d)ment appealed from.
The amended petition : admitted, *y this %o&rt so&)ht relief from this
%o&rt(s Resol&tion a*ove>&oted. In the alternative, petitioner *e))ed leave
of co&rt to re1file its 0etition for %ertiorari ; (/.R. No. 8,,+,! )ro&nded on
the alle)ation that petitioner 'as deprived of its opport&nity to *e heard.
The facts as fo&nd *y the appellate co&rt, revealed that petitioner herein
(then defendant1appellant! is the o'ner of a certain parcel of land and
*&ildin) 'hich 'ere formerly leased *y the %ity of "anila and &sed *y the
%laro ". Recto Hi)h School, at ".F. @hocson Street, Sampaloc "anila.
.y means of a letter ? dated @&ly ?, 3+99, petitioner a&thoriCed herein
private respondent Salvador Sali)&m*a to ne)otiate 'ith the %ity of "anila
the sale of the aforementioned property for not less than 0;7?,---.--. In
the same 'ritin), petitioner a)reed to pay private respondent a five percent
(?F! commission in the event the sale is finally cons&mmated and paid.
0etitioner, on "arch ;, 3+98, e5ec&ted another letter 9 e5tendin) the
a&thority of private respondent for 37- days. Thereafter, another e5tension
'as )ranted to him for 37- more days, as evidenced *y another letter 8
dated @&ne 79, 3+98.
Finally, thro&)h another letter , dated Novem*er 39, 3+98, the corporation
'ith R&fino "anoto#, its 0resident, as si)natory, a&thoriCed private
respondent to finaliCe and cons&mmate the sale of the property to the %ity
of "anila for not less than 0;3-,---.--. Aith this letter came another
e5tension of 3,- days.
The "&nicipal .oard of the %ity of "anila event&ally, on $pril 79, 3+9,,
passed Ordinance No. 99-:, appropriatin) the s&m of 0;3-,,39.-- for the
p&rchase of the property 'hich private respondent 'as a&thoriCed to sell.
Said ordinance ho'ever, 'as si)ned *y the %ity "ayor only on "ay 38,
3+9,, one h&ndred ei)hty three (3,:! days after the last letter of
a&thoriCation.
On @an&ary 3;, 3+9+, the parties si)ned the deed of sale of the s&*=ect
property. The initial payment of 07--,---.-- havin) *een made, the
p&rchase price 'as f&lly satisfied 'ith a second payment on $pril ,, 3+9+
*y a chec# in the amo&nt of 073-,,39.--.
Not'ithstandin) the realiCation of the sale, private respondent never
received any commission, 'hich sho&ld have amo&nted to 07-,??;.?-.
This 'as d&e to the ref&sal of petitioner to pay private respondent said
amo&nt as the former does not reco)niCe the latter(s role as a)ent in the
transaction.
%onse>&ently, on @&ne 7+, 3+9+, private respondent filed a complaint
a)ainst petitioner, alle)in) that he had s&ccessf&lly ne)otiated the sale of
the property. He claimed that it 'as *eca&se of his efforts that the
"&nicipal .oard of "anila passed Ordinance No. 99-: 'hich appropriated
the s&m for the payment of the property s&*=ect of the sale.
0etitioner claimed other'ise. It denied the claim of private respondent on
the follo'in) )ro&nds2 (3! private respondent 'o&ld *e entitled to a
commission only if the sale 'as cons&mmated and the price paid 'ithin the
period )iven in the respective letters of a&thority< and (7! private
respondent 'as not the person responsi*le for the ne)otiation and
cons&mmation of the sale, instead it 'as Filomeno 4. H&el)as, the 0T$
president for 3+9813+9, of the %laro ". Recto Hi)h School. $s a
co&nterclaim, petitioner (then defendant1appellant! demanded the s&m of
0;,---.-- as attorney(s fees and for moral dama)es.
Thereafter, trial ens&ed. 0rivate respondent, then plaintiff, testified as to the
efforts &nderta#en *y him to ens&re the cons&mmation of the sale. He
reco&nted that it first *e)an at a meetin) 'ith R&fino "anoto# at the office
of Fr&ct&oso $ncheta, principal of %.". Recto Hi)h School. $tty. Dominador
.is*al, then president of the 0T$, 'as also present. The meetin) 'as set
precisely to as# private respondent to ne)otiate the sale of the school lot
and *&ildin) to the %ity of "anila. 0rivate respondent then 'ent to
%o&ncilor "ariano "a)salin, the a&thor of the Ordinance 'hich
appropriated the money for the p&rchase of said property, to present the
pro=ect. He also 'ent to the $ssessor(s Office for appraisal of the val&e of
the property. Ahile these transpired and his letters of a&thority e5pired,
R&fino "anoto# al'ays rene'ed the former(s a&thoriCation &ntil the last
'as )iven, 'hich 'as to remain in force &ntil "ay 3;, 3+9,. $fter sec&rin)
the report of the appraisal committee, he 'ent to the %ity "ayor(s Office,
'hich indorsed the matter to the S&perintendent of %ity Schools of "anila.
The latter office approved the report and so private respondent 'ent *ac#
to the %ity "ayor(s Office, 'hich thereafter indorsed the same to the
"&nicipal .oard for appropriation. S&*se>&ently, on $pril 79, 3+9,,
Ordinance No. 99-: 'as passed *y the "&nicipal .oard for the
appropriation of the s&m correspondin) to the p&rchase price. 0etitioner
received the f&ll payment of the p&rchase price, *&t private respondent did
not receive a sin)le centavo as commission.
Fr&ct&oso $ncheta and $tty. Dominador .is*al *oth testified
ac#no'led)in) the a&thority of private respondent re)ardin) the
transaction.
0etitioner presented as its 'itnesses Filomeno H&el)as and the petitioner(s
0resident, R&fino "anoto#.
H&el)as testified to the effect that after *ein) ind&cted as 0T$ president in
$&)&st, 3+98 he follo'ed &p the sale from the start 'ith %o&ncilor "a)salin
&ntil after it 'as approved *y the "ayor on "ay 38, 3+9,. He. also said
that he came to #no' R&fino "anoto# only in $&)&st, 3+9,, at 'hich
meetin) the latter told him that he 'o&ld *e )iven a )ratification in the
amo&nt of 07-,---.-- if the sale 'as e5pedited.
R&fino "anoto# confirmed that he #ne' H&el)as and that there 'as an
a)reement *et'een the t'o of them re)ardin) the )ratification.
On re*&ttal, $tty. .is*al said that H&el)as 'as present in the 0T$ meetin)s
from 3+9? to 3+98 *&t he never offered to help in the ac>&isition of said
property. "oreover, he testified that H&el)as 'as a'are of the fact that it
'as private respondent 'ho 'as ne)otiatin) the sale of the s&*=ect
property.
Thereafter, the then %o&rt of First Instance (no', Re)ional Trial %o&rt!
rendered =&d)ment sentencin) petitioner andJor R&fino "anoto# to pay
&nto private respondent the s&m of 07-,?;-.-- *y 'ay of his commission
fees 'ith le)al interest thereon from the date of the filin) of the complaint
&ntil payment. The lo'er co&rt also ordered petitioner to pay private
respondent the amo&nt of 0;,---.-- as and for attorney(s fees. +
0etitioner appealed said decision, *&t to no avail. Respondent %o&rt of
$ppeals affirmed the said r&lin) of the trial co&rt. 3-
Its "otion for Reconsideration havin) *een denied *y respondent appellate
co&rt in a Resol&tion dated @&ne 77, 3+,8, petitioner seasona*ly elevated
its case on 0etition for Revie' on %ertiorari on $&)&st 3-, 3+,8 *efore this
%o&rt, doc#eted as /.R. No. 8,,+,.
$ctin) on said 0etition, this %o&rt iss&ed a "in&te Resol&tion 33 dated
$&)&st :3, 3+,8 orderin) private respondent to comment on said 0etition.
It appearin) that the a*ovementioned Resol&tion 'as ret&rned &nserved
'ith the postmaster(s notation &nclaimed, this %o&rt in another Resol&tion
37 dated "arch 3:, 3+,+, re>&ired petitioner to locate private respondent
and to inform this %o&rt of the present address of private respondent 'ithin
ten (3-! days from notice. $s petitioner 'as &ns&ccessf&l in its efforts to
locate private respondent, it opted to manifest that private respondent(s last
address 'as the same as that address to 'hich this. %o&rt(s Resol&tion
'as for'arded.
S&*se>&ently, this %o&rt iss&ed a Resol&tion dated "ay :, 3+,+ dismissin)
petitioner(s case on the )ro&nd that the iss&es raised in the case at *ar
cannot *e =oined. Th&s, the a*ove1entitled case *ecame final and
e5ec&tory *y the entry of =&d)ment on "ay :, 3+,+.
Thereafter, on @an&ary +, 3++- private respondent filed a "otion to
45ec&te the said =&d)ment *efore the co&rt of ori)in. Gpon discovery of
said development, petitioner verified 'ith the co&rt of ori)in the
circ&mstances *y 'hich private respondent o*tained #no'led)e of the
resol&tion of this %o&rt. Sensin) a fra&d&lent scheme employed *y private
respondent, petitioner then instit&ted this instant 0etition for Relief, on
$&)&st :-, 3++-. On Septem*er 3:, 3++-, said petition 'as amended to
incl&de, in the alternative, its petition to re1file its 0etition for %ertiorari (/.R.
No. 8,,+,!.
The sole iss&e to *e addressed in this petition is 'hether or not private
respondent is entitled to the five percent (?F! a)ent(s commission.
It is petitioner(s contention that as a *ro#er, private respondent(s =o* is to
*rin) to)ether the parties to a transaction. $ccordin)ly, if the *ro#er does
not s&cceed in *rin)in) the minds of the p&rchaser and the vendor to an
a)reement 'ith respect to the sale, he is not entitled to a commission.
0rivate respondent, on the other hand, opposes petitioner(s position
maintainin) that it 'as *eca&se of his efforts that a p&rchase act&ally
materialiCed *et'een the parties.
Ae r&le in favor of private respondent.
$t first si)ht, it 'o&ld seem that private respondent is not entitled to any
commission as he 'as not s&ccessf&l in cons&mmatin) the sale *et'een
the parties, for the sole reason that 'hen the Deed of Sale 'as finally
e5ec&ted, his e5tended a&thority had already e5pired. .y this alone, one
mi)ht *e misled to *elieve that this case s>&arely falls 'ithin the am*it of
the esta*lished principle that a *ro#er or a)ent is not entitled to any
commission &ntil he has s&ccessf&lly done the =o* )iven to him. 3:
/oin) deeper ho'ever into the case 'o&ld reveal that it is 'ithin the
covera)e of the e5ception rather than of the )eneral r&le, the e5ception
*ein) that en&nciated in the case of 0rats vs. %o&rt of $ppeals. 3; In the
said case, this %o&rt r&led in favor of claimant1a)ent, despite the e5piration
of his a&thority, 'hen a sale 'as finally cons&mmated.
In its decision in the a*ovecited case, this %o&rt said, that 'hile it 'as
respondent co&rt(s (referrin) to the %o&rt of $ppeals! fact&al findin)s that
petitioner 0rats (claimant1a)ent! 'as not the efficient proc&rin) ca&se in
*rin)in) a*o&t the sale (prescindin) from the fact of e5piration of his
e5cl&sive a&thority!, still petitioner 'as a'arded compensation for his
services. $nd Ae >&ote2
In e>&ity, ho'ever, the %o&rt notes that petitioner had dili)ently ta#en
steps to *rin) *ac# to)ether respondent Doronila and the SSS,.
555 555 555
The co&rt has noted on the other hand that Doronila finally sold the
property to the Social Sec&rity System at 0:.7? per s>&are meter 'hich
'as the very same price co&nter1offered *y the Social Sec&rity System and
accepted *y him in @&ly, 3+98 'hen he alone 'as dealin) e5cl&sively 'ith
the said *&yer lon) *efore 0rats came into the pict&re *&t that on the other
hand 0rats( efforts someho' 'ere instr&mental in *rin)in) them to)ether
a)ain and finally cons&mmatin) the transaction at the same price of 0:.7?
per s>&are meter, altho&)h s&ch finaliCation 'as after the e5piration of
0rats( e5tended e5cl&sive a&thority.
555 555 555
Gnder the circ&mstances, the %o&rt )rants in e>&ity the s&m of One
h&ndred Tho&sand 0esos (03--,---.--! *y 'ay of compensation for his
efforts and assistance in the transaction, 'hich ho'ever 'as finaliCed and
cons&mmated after the e5piration of his e5cl&sive a&thority . . . 3?
(4mphasis s&pplied.!.
From the fore)oin), it follo's then that private respondent herein, 'ith
more reason, sho&ld *e paid his commission, Ahile in 0rats vs. %o&rt of
$ppeals, the a)ent 'as not even the efficient proc&rin) ca&se in *rin)in)
a*o&t the sale, &nli#e in the case at *ar, it 'as still held therein that the
a)ent 'as entitled to compensation. In the case at *ar, private respondent
is the efficient proc&rin) ca&se for 'itho&t his efforts, the m&nicipality 'o&ld
not have anythin) to pass and the "ayor 'o&ld not have anythin) to
approve.
In an earlier case, 39 this %o&rt r&led that 'hen there is a close, pro5imate
and ca&sal connection *et'een the a)ent(s efforts and la*or and the
principal(s sale of his property, the a)ent is entitled to a commission.
Ae a)ree 'ith respondent %o&rt that the %ity of "anila &ltimately *ecame
the p&rchaser of petitioner(s property mainly thro&)h the efforts of private
respondent. Aitho&t disco&ntin) the fact that 'hen "&nicipal Ordinance
No. 99-: 'as si)ned *y the %ity "ayor on "ay 38, 3+9,, private
respondent(s a&thority had already e5pired, it is to *e noted that the
ordinance 'as approved on $pril 79, 3+9, 'hen private respondent(s
a&thoriCation 'as still in force. "oreover, the approval *y the %ity "ayor
came only three days after the e5piration of private respondent(s a&thority.
It is also 'orth emphasiCin) that from the records, the only party )iven a
'ritten a&thority *y petitioner to ne)otiate the sale from @&ly ?, 3+99 to "ay
3;, 3+9, 'as private respondent.
%ontrary to 'hat petitioner advances, the case of Danon vs. .rimo, 38 on
'hich it heavily anchors its =&stification for the denial of private
respondent(s claim, does not apply s>&arely to the instant petition.
%laimant1a)ent in said case f&lly comprehended the possi*ility that he may
not realiCe the a)ent(s commission as he 'as informed that another a)ent
'as also ne)otiatin) the sale and th&s, compensation 'ill pertain to the
one 'ho finds a p&rchaser and event&ally effects the sale. S&ch is not the
case herein. On the contrary, private respondent p&rs&ed 'ith his )oal of
seein) that the parties reach an a)reement, on the *elief that he alone 'as
transactin) the *&siness 'ith the %ity /overnment as this 'as 'hat
petitioner made it to appear.
Ahile it may *e tr&e that Filomeno H&el)as follo'ed &p the matter 'ith
%o&ncilor "a)salin, the a&thor of "&nicipal Ordinance No. 99-: and "ayor
Ville)as, his intervention re)ardin) the p&rchase came only after the
ordinance had already *een passed K 'hen the *&yer has already a)reed
to the p&rchase and to the price for 'hich said property is to *e paid.
Aitho&t the efforts of private respondent then, "ayor Ville)as 'o&ld have
nothin) to approve in the first place. It 'as act&ally private respondent(s
la*or that had set in motion the intervention of the third party that prod&ced
the sale, hence he sho&ld *e amply compensated.
AH4R4FOR4, in the li)ht of the fore)oin) and findin) no reversi*le error
committed *y respondent %o&rt, the decision of the %o&rt of $ppeals is
here*y $FFIR"4D. The temporary restrainin) order iss&ed *y this %o&rt in
its Resol&tion dated Octo*er 3, 3++- is here*y lifted.
SO ORD4R4D.
G.R. No. L+%#,%7 A'()* #9, 1977 FIRST DIVISION
THE !EO!LE O THE !HILI!!INES, petitioner, vs. CECILIA "UE
YA-UT and HON. JESUS DE VEGA, a. Jud/e o0 12e Cou(1 o0 )(.1
In.1an3e o0 -u*a3an, -(an32 II, respondents.
G.R. No. L+%#94# A'()* #9, 1977 FIRST DIVISION
THE !EO!LE O THE !HILI!!INES, petitioner, vs. GEMINIANO YA-UT,
JR., respondent.
MARTIN, J.:
Facts2 Spo&ses Ba*&t, herein separate respondents in the a*ove1
captioned cases, 'ere acc&sed of estafa *y means of false pretenses on
the )ro&nd that they pretended to have s&fficient f&nds in their *an#
acco&nts 'hen they delivered a n&m*er of chec#s to $licia 0. $ndan, the
o'ner of the Free'ay Tires S&pply, thro&)h a messen)er, "odesto
Bam*ao.
The trial co&rts, in dismissin) the t'o cases for their alle)ed lac# of
=&risdiction, contended that the Bam*aoLs receipt of the *ad chec#s from
the respondents in %aloocan %ity constit&ted delivery to $ndan and there*y
fi5in) the =&risdiction therein and not in .&lacan 'here said chec#s 'ere
dishonored.
Iss&e2 Ahether or not the messen)er is a d&ly constit&ted a)ent of $ndan
so as to *ind the latter for the formerLs actM
Held2 No. Bam*ao(s receipt of the *ad chec#s from %ecilia H&e Ba*&t or
/eminiano Ba*&t @r. in %aloocan %ity cannot, contrary to the holdin) of the
respodent @&d)es, *e licitly ta#en as delivery of the chec#s to the
complainant $licia 0. $ndan at %aloocan %ity to fi5 the ven&e there. He did
not ta#e delivery of the chec#s as holder, i.e., as payee or indorsee. $nd
there appears to *e no contract of a)ency *et'een Bam*ao and $ndan so
as to *ind the latter for the acts of the former. $licia 0. $ndan declared in
that s'orn testimony *efore the investi)atin) fiscal that Bam*ao is *&t her
messen)er or part1time employee. There 'as no special fiduciary
relationship that permeated their dealin)s. For a contract of a)ency to e5ist, the
consent of *oth parties is essential, the principal consents that the other party,
the a)ent, shall act on his *ehalf, and the a)ent consents so to act. It m&st
e5ist as a fact. The la' ma#es no pres&mption thereof. The person alle)in) it
has the *&rden of proof to sho', not only the fact of its e5istence, *&t also its
nat&re and e5tent. This is more imperative 'hen it is considered that the
transaction dealt 'ith involves chec#s, 'hich are not le)al tender, and
the creditor may validly ref&se the same as payment of o*li)ation.
G.R. No. 147,9, De3e56e( 19, 199&
MANUEL LIM and ROSITA LIM, petitioners, vs. COURT O A!!EALS
and !EO!LE O THE !HILI!!INES, respondents.
-ELLOSILLO, J.:
"$NG46 6I" and ROSIT$ 6I", spo&ses, 'ere char)ed *efore the
Re)ional Trial %o&rt of "ala*on 'ith estafa on three (:! co&nts &nder $rt.
:3?, par. 7 (d!, of The Revised Penal Code. They 'ere also char)ed 'ith
seven (8! co&nts of violation of ..0. .l). 77. Spo&ses 6im are the president
and treas&rer, respectively, of Ri)i .ilt Ind&stries, Inc. (RI/I!. RI/I had
*een transactin) *&siness 'ith 6INTON for years, the latter s&pplyin) the
former 'ith steel plates, steel *ars, flat *ars and p&rlin stic#s 'hich it &ses
in the fa*rication, installation and *&ildin) of steel str&ct&res. The s&*=ect
chec#s 'ere iss&ed at their place of *&siness, received *y a collector of
6INTON, and dishonored *y the dra'ee *an#.
On the *asis of the evidence presented, the trial co&rt held *oth acc&sed
)&ilty of estafa and violation of ..0. .l). 77 in its decision dated 7? @an&ary
3+,+. Ho'ever, on appeal, the %$ ac>&itted the acc&sed apellants of
estafa *&t it affirmed that they 'ere )&ilty of violatin) ..0. .l). 77.
ISSG42 Ahether or not the collector of 6INTON is its d&ly a&thoriCed
a)entM
H46D2 No. $ltho&)h 6INTON sent a collector 'ho received the chec#s from
petitioners at their place of *&siness in Ialoo#an %ity, they 'ere act&ally
iss&ed and delivered to 6INTON at its place of *&siness in .al&t, Navotas.
The receipt of the chec#s *y the collector of 6INTON is not the iss&ance
and delivery to the payee in contemplation of la'. The collector 'as not the
person 'ho co&ld ta#e the chec#s as a holder, i.e., as a payee or indorsee
thereof, 'ith the intent to transfer title thereto. Neither co&ld the collector *e
deemed an a)ent of 6INTON 'ith respect to the chec#s *eca&se he 'as a
mere employee.
G.R. No. 1$41%, De3e56e( 1&, 1997 S4%OND DIVISION
JOSE -ORDADOR and LYDIA -ORDADOR, petitioners, vs. -RIGIDA D.
LU7, ERNESTO M. LU7 and NARCISO DEGANOS, respondents.
REGALADO, J.:
0etitioners 'ere en)a)ed in the *&siness of p&rchase and sale of =e'elry
and respondent .ri)ida D. 6&C, 'as their re)&lar c&stomer. On several
occasions, espondent Narciso De)anos, the *rother to .ri)ida D. 6&C,
received several pieces of )old and =e'elry from petitioner. These items and
their prices 'ere indicated in seventeen receipts coverin) the same. Some of
the receipts stated that they 'ere received for a certain 4velyn $>&ino, a niece
of De)anos, and some indicated that they 'ere received for .ri)ida D. 6&C.
De)anos 'as s&pposed to sell the items at a profit and thereafter remit the
proceeds and ret&rn the &nsold items to petitioners. De)anos neither paid
the *alance of the sales proceeds, nor did he ret&rn any &nsold item to
petitioners. 0etitioners event&ally filed a complaint in the barangay co&rt
a)ainst De)anos to recover said amo&nt.
In the barangay proceedin)s, .ri)ida D. 6&C, 'ho 'as not impleaded in the
case, appeared as a 'itness for De)anos and &ltimately, she and her
h&s*and, to)ether 'ith De)anos, si)ned a compromise a)reement 'ith
petitioners. In that compromise a)reement, De)anos o*li)ated himself to
pay petitioners, on installment *asis, the *alance of his acco&nt pl&s
interest thereon. Ho'ever, he failed to comply 'ith his aforestated
&nderta#in)s.
D&rin) the trial of the civil case, petitioners claimed that De)anos acted as
the a)ent of .ri)ida D. 6&C 'hen he received the s&*=ect items of =e'elry
and, *eca&se he failed to pay for the same, .ri)ida, as principal, and her
spo&se are solidarily lia*le 'ith him therefor.
On the other hand, 'hile De)anos asserted, amon) others, that it 'as he
alone 'ho 'as involved in the transaction 'ith the petitioners< that he
neither acted as a)ent for nor 'as he a&thoriCed to act as an a)ent *y
.ri)ida D. 6&C, not'ithstandin) the fact that si5 of the receipts indicated
that the items 'ere received *y him for the latter. He f&rther claimed that he
never delivered any of the items he received from petitioners to .ri)ida.
.ri)ida, on her part, denied that she had anythin) to do 'ith the
transactions *et'een petitioners and De)anos. She claimed that she never
a&thoriCed De)anos to receive any item of =e'elry in her *ehalf and, for
that matter, neither did she act&ally receive any of the articles in >&estion.
ISSG42 Ahether or not herein respondent spo&ses are lia*le to petitioners
for the latter(s claim for money and dama)es despite the fact that the
evidence does not sho' that they si)ned any of the s&*=ect receipts or
a&thoriCed De)anos to receive the items of =e'elry on their *ehalf.
$fter trial, the co&rt *elo' fo&nd that only De)anos 'as lia*le to petitioners
for the amo&nt and dama)es claimed. It held that 'hile .ri)ida D. 6&C did
have transactions 'ith petitioners in the past, the items involved 'ere
already paid for and all that .ri)ida o'ed petitioners 'as the amo&nt
representin) interest on the principal acco&nt 'hich she had previo&sly
paid for.
The evidence does not s&pport the theory of petitioners that De)anos 'as
an a)ent of .ri)ida D. 6&C and that the latter sho&ld conse>&ently *e held
solidarily lia*le 'ith De)anos in his o*li)ation to petitioners.
The %ivil %ode provides2
$rt. 3,9,. .y the contract of a)ency a person *inds himself
to render some service or to do somethin) in representation
or on *ehalf of another, 'ith the consent or a&thority of the
latter.
The *asis for a)ency is representation. Here, there is no sho'in)
that .ri)ida consented to the acts of De)anos or a&thoriCed him to
act on her *ehalf, m&ch less 'ith respect to the partic&lar
transactions involved. 0etitioners( attempt to foist lia*ility on
respondent spo&ses thro&)h the s&pposed a)ency relation 'ith
De)anos is )ro&ndless and ill1advised.
The records sho' that neither an e5press nor an implied a)ency 'as
proven to have e5isted *et'een De)anos and .ri)ida D. 6&C. 4vidently,
petitioners, 'ho 'ere ne)li)ent in their transactions 'ith De)anos, cannot
see# relief from the effects of their ne)li)ence *y con=&rin) a s&pposed
a)ency relation *et'een the t'o respondents 'here no evidence s&pports
s&ch claim.
G.R. No. 1##&%% Janua(8 #,, 1999 FIRST DIVISION
REGINA !. DI7ON, AM!ARO D. -ARTOLOME, IDELINA D. -LA7A,
ESTER A-AD DI7ON and JOSE!H ANTHONY DI7ON, RAYMUND A.
DI7ON, GERARD A. DI7ON, and JOSE A. DI7ON, JR., petitioners, vs.
COURT O A!!EALS and OVERLAND E9!RESS LINES,
INC., respondents.
G.R. No. 1#%7%1 Janua(8 #,, 1999
REGINA !. DI7ON, AM!ARO D. -ARTOLOME, IDELINA D. -AL7A,
ESTER A-AD DI7ON and JOSE!H ANTHONY DI7ON, RAYMUND A.
DI7ON, GERARD A. DI7ON, and Jo.e A. DI7ON, JR., petitioners, vs.
COURT O A!!EALS, HON. MA9IMIANO C. ASUNCION, and
OVERLAND E9!RESS LINES, INC., respondents.
MARTINE7, J.:
/.R. No. 377?;;2
On "ay 7:, 3+8;, private respondent Overland 45press 6ines, Inc. (lessee!
entered into a %ontract of 6ease 'ith Option to .&y 'ith petitioners a
parcel of land in Diliman, H&eCon %ity. The term of the lease 'as for one (3!
year.
For fail&re of private respondent to pay the increased rental of 0,,---.--
per month effective @&ne 3+89, petitioners filed an action for e=ectment
(%ivil %ase No. VIII17+3??! on Novem*er 3-, 3+89 *efore the then %ity
%o&rt (no' "etropolitan Trial %o&rt! of H&eCon %ity, .ranch VIII. On
Novem*er 77, 3+,7, the %ity %o&rt rendered =&d)ment
#
orderin) private
respondent to vacate the leased premises and to pay the s&m of 097;,---.--
representin) rentals in arrears andJor as dama)es in the form of reasona*le
compensation for the &se and occ&pation of the premises d&rin) the period of
ille)al detainer from @&ne 3+89 to Novem*er 3+,7 at the monthly rental of
0,,---.--, less payments made, pl&s 37F interest per ann&m from Novem*er
3,, 3+89, the date of filin) of the complaint, &ntil f&lly paid, the s&m of
0,,---.-- a month startin) Decem*er 3+,7, &ntil private respondent f&lly
vacates the premises, and to pay 07-,---.-- as and *y 'ay of attorney(s fees.
0rivate respondent filed a certiorari petition prayin) for the iss&ance of a
restrainin) order en=oinin) the enforcement of said =&d)ment and dismissal
of the case for lac# of =&risdiction of the %ity %o&rt.
On Septem*er 79, 3+,;, the then Intermidiate $ppellate %o&rt
$
(no' %o&rt
of $ppeals! rendered a decision
%
statin) that2
. . ., the alle)ed >&estion of 'hether petitioner 'as )ranted
an e5tension of the option to *&y the property< 'hether
s&ch option, if any, e5tended the lease or 'hether petitioner
act&ally paid the alle)ed 0:--,---.-- to Fidela DiCon, as
representative of private respondents in consideration of
the option and, 'hether petitioner thereafter offered to pay
the *alance of the s&pposed p&rchase price, are all merely
incidental and do not remove the &nla'f&l detainer case
from the =&risdiction or respondent co&rt. In consonance
'ith the r&lin) in the case of Teodoro !r. vs.
"irasol (supra!, the a*ove matters may *e raised and
decided in the &nla'f&l detainer s&it as, to r&le other'ise,
'o&ld *e a violation of the principle prohi*itin) m&ltiplicity of
s&its. (Ori)inal Records, pp. :,1:+!.
The motion for reconsideration 'as denied. On revie', this %o&rt
dismissed the petition in a resol&tion dated @&ne 3+, 3+,? and li#e'ise
denied private respondent(s s&*se>&ent motion for reconsideration in a
resol&tion dated Septem*er +, 3+,?.
&
On Octo*er 8, 3+,?, private respondent filed *efore the Re)ional Trial
%o&rt (RT%! of H&eCon %ity (%ivil %ase No. H1;??;3! an action for Specific
0erformance and Fi5in) of 0eriod for O*li)ation 'ith prayer for the
iss&ance of a restrainin) order pendin) hearin) on the prayer for a 'rit of
preliminary in=&nction. It so&)ht to compel the e5ec&tion of a deed of sale
p&rs&ant to the option to p&rchase and the receipt of the partial payment,
and to fi5 the period to pay the *alance. In an Order dated Octo*er 7?,
3+,?, the trial co&rt denied the iss&ance of a 'rit of preliminary in=&nction
on the )ro&nd that the decision of the then %ity %o&rt for the e=ectment of
the private respondent, havin) *een affirmed *y the then Intermediate
$ppellate %o&rt and the S&preme %o&rt, has *ecome final and e5ec&tory.
Gna*le to sec&re an in=&nction, private respondent also filed *efore the
RT% of H&eCon %ity, .ranch 3-7 (%ivil %ase No. H1;9;,8! on Novem*er
3?, 3+,? a complaint for $nn&lment of and Relief from @&d)ment 'ith
in=&nction and dama)es. In its decision
6
dated "ay 37, 3+,9, the trial co&rt
dismissed the complaint for ann&lment on the )ro&nd ofres #udicata, and the
'rit of preliminary in=&nction previo&sly iss&ed 'as dissolved. It also ordered
private respondent to pay 0:,---.-- as attorney(s fees. $s a conse>&ence of
private respondent(s motion for reconsideration, the preliminary in=&nction 'as
reinstated, there*y restrainin) the e5ec&tion of the %ity %o&rt(s =&d)ment on the
e=ectment case.
The t'o cases 'ere the after consolidated *efore the RT% of H&eCon %ity,
.ranch 88. On $pril 7,, 3+,+, a decision
7
'as rendered dismissin) private
respondent(s complaint in %ivil %ase No. H1;??;3 (specific performance case!
and denyin) its motion for reconsideration in %ivil %ase No. ;9;,8 (ann&lment
of the e=ectment case!. The motion for reconsideration of said decision 'as
li#e'ise denied.
On appeal,
,
respondent %o&rt of $ppeals rendered a decision
9
&pholdin) the
=&risdiction of the %ity %o&rt of H&eCon %ity in the e=ectment case. It also
concl&ded that there 'as a perfected contract of sale *et'een the parties on
the leased premises and that p&rs&ant to the option to *&y a)reement, private
respondent had ac>&ired the ri)hts of a vendee in a contract of sale. It opined
that the payment *y private respondent of 0:--,---.-- on @&ne 7-, 3+8? as
partial payment for the leased property, 'hich petitioners accepted (thro&)h
$lice $. DiCon! and for 'hich an official receipt 'as iss&ed, 'as the operative
act that )ave rise to a perfected contract of sale, and that for fail&re of
petitioners to deny receipt thereof, private respondent can therefore ass&me
that $lice $. DiCon, actin) as a)ent of petitioners, 'as a&thoriCed *y them to
receive the money in their *ehalf. The %o&rt of $ppeals 'ent f&rther *y statin)
that in fact, 'hat 'as entered into 'as a conditional contract of sale 'herein
o'nership over the leased property shall not pass to the private respondent
&ntil it has f&lly paid the p&rchase price. Since private respondent did not
consi)n to the co&rt the *alance of the p&rchase price and contin&ed to occ&py
the s&*=ect premises, it had the o*li)ation to pay the amo&nt of 03,8--.-- in
monthly rentals &ntil f&ll payment of the p&rchase price. The dispositive portion
of said decision reads2
AH4R4FOR4, the appealed decision in %ase No. ;9:,8 is
$FFIR"4D. The appealed decision in %ase No. ;??;3 is,
on the other hand, $NNG664D and S4T $SID4. The
defendants1appellees are ordered to e5ec&te the deed of
a*sol&te sale of the property in >&estion, free from any lien
or enc&m*rance 'hatsoever, in favor of the plaintiff1
appellant, and to deliver to the latter the said deed of sale,
as 'ell as the o'ner(s d&plicate of the certificate of title to
said property &pon payment of the *alance of the p&rchase
price *y the plaintiff1appellant. The plaintiff1appellant is
ordered to pay 03,8--.-- per month from @&ne 3+89, pl&s
9F interest per ann&m, &ntil payment of the *alance of the
p&rchase price, as previo&sly a)reed &pon *y the parties.
SO ORD4R4D.
Gpon denial of the motion for partil reconsideration (%ivil %ase No. H1
;??;3! *y respondent %o&rt of $ppeals,
14
petitioners elevated the
case via petition for certiorari >&estionin) the a&thority of $lice $. DiCon as
a)ent of petitioners in receivin) private respondent(s partial payment
amo&ntin) to 0:--,---.-- p&rs&ant to the %ontract of 6ease 'ith Option to
.&y. 0etitioner also assail the propriety of private respondent(s e5ercise of the
option 'hen it tendered the said amo&nt on @&ne 7-, 3+8? 'hich p&rportedly
res&lted in a perfected contract of sale.
/.R. No. 37;8;32
0etitioners filed 'ith respondent %o&rt of $ppeals a motion to remand the
records of %ivil %ase No. :,17+3?? (e=ectment case! to the "etropolitan
Trial %o&rt ("T%!, then %ity %o&rt of H&eCon %ity, .ranch :,, for e5ec&tion
of the =&d)ment
11
dated Novem*er 77, 3+,7 'hich 'as )ranted in a resol&tion
dated @&ne 7+, 3++7. 0rivate respondent filed a motion to reconsider said
resol&tion 'hich 'as denied.
$))rieved, private respondent filed a petition for certiorari, prohi*ition 'ith
preliminary in=&nction andJor restrainin) order 'ith this %o&rt (/.R. Nos.
3-98?-1?3! 'hich 'as dismissed in a resol&tion dated Septem*er 39, 3++7
on the )ro&nd that the same 'as a refiled case previo&sly dismissed for
lac# of merit. On Novem*er 79, 3++7, entry of =&d)ment 'as iss&ed *y this
%o&rt.
On @&ly 3;, 3++:, petitioners filed an &r)ent e$%parte motion for e5ec&tion
of the decision in %ivil %ase No. :,17+3?? 'ith the "T% of H&eCon %ity,
.ranch :,. On Septem*er 3:, 3++:, the trial co&rt ordered the iss&ance of
a third alias 'rit of e5ec&tion. In denyin) private respondent(s motion for
reconsideration, it ordered the immediate implementation of the third 'rit of
e5ec&tion 'itho&t delay.
On Decem*er 77, 3++:, private respondent filed 'ith the Re)ional Trial
%o&rt (RT%! of H&eCon %ity, .ranch 3-; a petition for certiorari and
prohi*ition 'ith preliminary in=&nctionJrestrainin) order (S0. 0RO%. No. +:1
3,877! challen)in) the enforcea*ility and validity of the "T% =&d)ment as
'ell as the order for its e5ec&tion.
On @an&ary 33, 3++;, RT% of H&eCon %ity, .ranch 3-; iss&ed an
order
1#
)rantin) the iss&ance of a 'rit of preliminary in=&nction &pon private
respondent(s( postin) of an in=&nction *ond of 0?-,---.--.
$ssailin) the afore>&oted order after denial of their motion for partial
reconsideration, petitioners filed a petition
1$
for certiorari and prohi*ition 'ith
a prayer for a temporary restrainin) order andJor preliminary in=&nction 'ith the
%o&rt of $ppeals. In its decision,
1%
the %o&rt of $ppeals dismissed the petition
and r&led that2
The avo'ed p&rpose of this petition is to en=oin the p&*lic
respondent from restrainin) the e=ectment of the private
respondent. To )rant the petition 'o&ld *e to allo' the
e=ectment of the private respondent. Ae cannot do that no'
in vie' of the decision of this %o&rt in %$1/.R. %V Nos.
7?3?:1?;. 0etitioners( alle)ed ri)ht to e=ect private
respondent has *een demonstrated to *e 'itho&t *asis in
the said civil case. The petitioners have *een sho'n, after
all, to have no ri)ht to e=ect private respondents.
AH4R4FOR4, the petition is D4NI4D d&e co&rse and is
accordin)ly DIS"ISS4D.
SO ORD4R4D.
1&
0etitioners( motion for reconsideration 'as denied in a resol&tion
16
*y the
%o&rt of $ppeals statin) that2
This co&rt in its decision in %$1/.R. %V Nos. 7?3?:1?;
declared that the plaintiff1appellant (private respondent
herein! ac>&ired the ri)hts of a vendee in a contract of sale,
in effect, reco)niCin) the ri)ht of the private respondent to
possess the s&*=ect premises. %onsiderin) said decision,
'e sho&ld not allo' e=ectment< to do so 'o&ld dist&r*
the status &uo of the parties since the petitioners are not in
possession of the s&*=ect property. It 'o&ld *e &nfair and
&n=&st to deprive the private respondent of its possession of
the s&*=ect property after its ri)hts have *een esta*lished in
a s&*se>&ent r&lin).
AH4R4FOR4, the motion for reconsideration is D4NI4D
for lac# of merit.
SO ORD4R4D.
17
Hence, this instant petition.
Ae find *oth petitions impressed 'ith merit.
First. 0etitioners have esta*lished a ri)ht to evict private respondent from
the s&*=ect premises for non1payment of rentals. The term of the %ontract
of 6ease 'ith Option to .&y 'as for a period of one (3! year ("ay 39, 3+8;
to "ay 3?, 3+8?! d&rin) 'hich the private respondent 'as )iven an option
to p&rchase said property at 0:,---.-- s>&are meter. $fter the e5piration
thereof, the lease 'as for 0:,---.-- per month.
$dmittedly, no definite period *eyond the one1year term of lease 'as
a)reed &pon *y petitioners and private respondent. Ho'ever, since the rent
'as paid on a monthly *asis, the period of lease is considered to *e from
month to month in accordance 'ith $rticle 39,8 of the Ne' %ivil
%ode.
1,
Ahere the rentals are paid monthly, the lease, even if ver*al may *e
deemed to *e on a monthly *asis, e5pirin) at the end of every month p&rs&ant
to $rticle 39,8, in relation to $rticle 398: of the %ivil %ode.
19
In s&ch case, a
demand to vacate is not even necessary for =&dicial action after the e5piration
of every month.
#4
Ahen private respondent failed to pay the increased rental of 0,,---.--
per month in @&ne 3+89, the petitioners had a ca&se of action to instit&te an
e=ectment s&it a)ainst the former 'ith the then %ity %o&rt. In this re)ard,
the %ity %o&rt (no' "T%! had e5cl&sive =&risdiction over the e=ectment s&it.
The filin) *y private respondent of a s&it 'ith the Re)ional Trial %o&rt for
specific performance to enforce the option to p&rchase did not divest the
then %ity %o&rt of its =&risdiction to ta#e co)niCance over the e=ectment
case. Of note is the fact that the decision of the %ity %o&rt 'as affirmed *y
*oth the Intermediate $ppellate %o&rt and this %o&rt.
Second. Havin) failed to e5ercise the option 'ithin the stip&lated one1year
period, private respondent cannot enforce its option to p&rchase anymore.
"oreover, even ass&min) arguendo that the ri)ht to e5ercise the option still
s&*sists at the time private respondent tendered the amo&nt on @&ne 7-,
3+8?, the s&it for specific performance to enforce the option to p&rchase
'as filed only on Octo*er 8, 3+,? or more than ten (3-! years after accr&al
of the ca&se of action as provided &nder $rticle 33;; of the Ne' %ivil
%ode.
#1
In this case, there 'as a contract of lease for one (3! year 'ith option to
p&rchase. The contract of lease e5pired 'itho&t the private respondent, as
lessee, p&rchasin) the property *&t remained in possession thereof.
Hence, there 'as an implicit rene'al of the contract of lease on a monthly
*asis. The other terms of the ori)inal contract of lease 'hich are revived in
the implied ne' lease &nder $rticle 398- of the Ne' %ivil %ode
##
are only
those terms 'hich are )ermane to the lessee(s ri)ht of contin&ed en=oyment of
the property leased.
#$
Therefore, an implied ne' lease does not ipso
facto carry 'ith it any implied revival of private respondent(s option to p&rchase
(as lessee thereof! the leased premises. The provision entitlin) the lessee the
option to p&rchase the leased premises is not deemed incorporated in the
impliedly rene'ed contract *eca&se it is alien to the possession of the lessee.
0rivate respondent(s ri)ht to e5ercise the option to p&rchase e5pired 'ith the
termination of the ori)inal contract of lease for one year. The rationale of this
%o&rt is that2
This is a reasona*le constr&ction of the provision, 'hich is
*ased on the pres&mption that 'hen the lessor allo's the
lessee to contin&e en=oyin) possession of the property for
fifteen days after the e5piration of the contract he is 'illin)
that s&ch en=oyment shall *e for the entire period
correspondin) to the rent 'hich is c&stomarily paid K in
this case &p to the end of the month *eca&se the rent 'as
paid monthly. Necessarily, if the pres&med 'ill of the parties
refers to the en=oyment of possession the pres&mption
covers the other terms of the contract related to s&ch
possession, s&ch as the amo&nt of rental, the date 'hen it
m&st *e paid, the care of the property, the responsi*ility for
repairs, etc. .&t no s&ch pres&mption may *e ind&l)ed in
'ith respect to special a)reements 'hich *y nat&re are
forei)n to the ri)ht of occ&pancy or en=oyment inherent in a
contract of lease.
#%
Third. There 'as no perfected contract of sale *et'een petitioners and
private respondent. 0rivate respondent ar)&ed that it delivered the chec# of
0:--,---.-- to $lice $. DiCon 'ho acted as a)ent of petitioners p&rs&ant to
the s&pposed a&thority )iven *y petitioner Fidela DiCon, the payee thereof.
0rivate respondent f&rther contended that petitioners( filin) of the e=ectment
case a)ainst it *ased on the contract of lease 'ith option to *&y holds
petitioners in estoppel to >&estion the a&thority of petitioner Fidela DiCon. It
insisted that the payment of 0:--,---.-- as partial payment of the
p&rchase price constit&ted a valid e5ercise of the option to *&y.
Gnder $rticle 3;8? of the Ne' %ivil %ode, the contract of sale is perfected
at the moment there is a meetin) of minds &pon the thin) 'hich is the
o*=ect of the contract and &pon the price. From that moment, the parties
may reciprocally demand performance, s&*=ect to the provisions of the la'
)overnin) the form of contracts. Th&s, the elements of a contract of sale
are consent, o*=ect, and price in money or its e>&ivalent. It *ears stressin)
that the a*sence of any of these essential elements ne)ates the e5istence
of a perfected contract of sale. Sale is a consens&al contract and he 'ho
alle)es it m&st sho' its e5istence *y competent proof.
#&
In an attempt to res&rrect the lapsed option, private respondent )ave
0:--,---.-- to petitioners (thr& $lice $. DiCon! on the erroneo&s
pres&mption that the said amo&nt tendered 'o&ld constit&te a perfected
contract of sale p&rs&ant to the contract of lease 'ith option to *&y. There
'as no valid consent *y the petitioners (as co1o'ners of the leased
premises! on the s&pposed sale entered into *y $lice $. DiCon, as
petitioners( alle)ed a)ent, and private respondent. The *asis for a)ency is
representation and a person dealin) 'ith an a)ent is p&t &pon in>&iry and
m&st discover &pon his peril the a&thority of the a)ent.
#6
$s provided in
$rticle 3,9, of the Ne' %ivil %ode,
#7
there 'as no sho'in) that petitioners
consented to the act of $lice $. DiCon nor a&thoriCed her to act on their *ehalf
'ith re)ard to her transaction 'ith private respondent. The most pr&dent thin)
private respondent sho&ld have done 'as to ascertain the e5tent of the
a&thority of $lice $. DiCon. .ein) ne)li)ent in this re)ard, private respondent
cannot see# relief on the *asis of a s&pposed a)ency.
In 'acaltos Coal "ines vs. Court of (ppeals,
#,
'e e5plained the r&le in
dealin) 'ith an a)ent2
4very person dealin) 'ith an a)ent is p&t &pon in>&iry and
m&st discover &pon his peril the a&thority of the a)ent. If he
does not ma#e s&ch in>&iry, he is char)ea*le 'ith
#no'led)e of the a)ent(s a&thority, and his i)norance of
that a&thority 'ill not *e any e5c&se. 0ersons dealin) 'ith
an ass&med a)ency, 'hether the ass&med a)ency *e a
)eneral or special one, are *o&nd at their peril, if they 'o&ld
hold the principal, to ascertain not only the fact of the
a)ency *&t also the nat&re and e5tent of the a&thority, and
in case either is controverted, the *&rden of proof is &pon
them to esta*lish it.
For the lon) years that private respondent 'as a*le to th'art the e5ec&tion
of the e=ectment s&it rendered in favor of petitioners, 'e no' 'rite finis to
this controversy and sh&n f&rther delay so as to ens&re that this case 'o&ld
really attain finality.
AH4R4FOR4, in vie' of the fore)oin), *oth petitions are /R$NT4D. The
decision dated "arch 7+, 3++; and the resol&tion dated Octo*er 3+, 3++?
in %$1/.R. %V No. 7?3?:1?;, as 'ell as the decision dated Decem*er 33,
3++? and the resol&tion dated $pril 7:, 3++8 in %$1/.R. S0 No. ::33: of
the %o&rt of $ppeals are here*y R4V4RS4D and S4T $SID4.
6et the records of this case *e remanded to the trial co&rt for immediate
e5ec&tion of the =&d)ment dated Novem*er 77, 3+,7 in %ivil %ase No. VIII1
7+3?? of the then %ity %o&rt (no' "etropolitan Trial %o&rt! of H&eCon %ity,
.ranch VIII as affirmed in the decision dated Septem*er 79, 3+,; of the
then Intermediate $ppellate %o&rt (no' %o&rt of $ppeals! and in the
resol&tion dated @&ne 3+, 3+,? of this %o&rt.
Ho'ever, petitioners are ordered to R4FGND to private respondent the
amo&nt of 0:--,---.-- 'hich they received thro&)h $lice $. DiCon on @&ne
7-, 3+8?.1)*phi1.n+t
SO ORD4R4D.
G.R. No. 11,$7& O31o6e( $, #44$ S4%OND DIVISION
CELESTINA T. NAGUIAT, petitioner, vs. COURT O A!!EALS and
AURORA "UEA:O, respondents.
TINGA, J.:
.efore &s is a 0etition for Revie' on Certiorari &nder R&le ;?, assailin) the
decision of the Si5teenth Division of the respondent %o&rt of $ppeals
prom&l)ated on 73 Decem*er 3++;
3
, 'hich affirmed in toto the decision
handed do'n *y the Re)ional Trial %o&rt (RT%! of 0asay %ity.
7
The case arose 'hen on 33 $&)&st 3+,3, private respondent $&rora
H&eaNo (H&eaNo! filed a complaint *efore the 0asay %ity RT% for
cancellation of a Real 4state "ort)a)e she had entered into 'ith petitioner
%elestina Na)&iat (Na)&iat!. The RT% rendered a decision, declarin) the
>&estioned Real 4state "ort)a)e void, 'hich Na)&iat appealed to the
%o&rt of $ppeals. $fter the %o&rt of $ppeals &pheld the RT% decision,
Na)&iat instit&ted the present petition.1,vvphi 1.n-t
The operative facts follo'2
H&eaNo applied 'ith Na)&iat for a loan in the amo&nt of T'o H&ndred
Tho&sand 0esos (07--,---.--!, 'hich Na)&iat )ranted. On 33 $&)&st
3+,-, Na)&iat indorsed to H&eaNo $ssociated .an# %hec# No. -+-++-
(dated 33 $&)&st 3+,-! for the amo&nt of Ninety Five Tho&sand 0esos
(0+?,---.--!, 'hich 'as earlier iss&ed to Na)&iat *y the %orporate
Reso&rces Financin) %orporation. She also iss&ed her o'n Filman*an#
%hec# No. -9?:3;, to the order of H&eaNo, also dated 33 $&)&st 3+,- and
for the amo&nt of Ninety Five Tho&sand 0esos (0+?,---.--!. The proceeds
of these chec#s 'ere to constit&te the loan )ranted *y Na)&iat to H&eaNo.
:
To sec&re the loan, H&eaNo e5ec&ted a Deed of Real 4state "ort)a)e
dated 33 $&)&st 3+,- in favor of Na)&iat, and s&rrendered to the latter the
o'nerLs d&plicates of the titles coverin) the mort)a)ed properties.
;
On the
same day, the mort)a)e deed 'as notariCed, and H&eaNo iss&ed to
Na)&iat a promissory note for the amo&nt of TAO HGNDR4D THOGS$ND
04SOS (07--,---.--!, 'ith interest at 37F per ann&m, paya*le on 33
Septem*er 3+,-.
?
H&eaNo also iss&ed a Sec&rity .an# and Tr&st %ompany
chec#, postdated 33 Septem*er 3+,-, for the amo&nt of TAO HGNDR4D
THOGS$ND 04SOS (07--,---.--! and paya*le to the order of Na)&iat.
Gpon presentment on its mat&rity date, the Sec&rity .an# chec# 'as
dishonored for ins&fficiency of f&nds. On the follo'in) day, 37 Septem*er
3+,-, H&eaNo re>&ested Sec&rity .an# to stop payment of her postdated
chec#, *&t the *an# re=ected the re>&est p&rs&ant to its policy not to honor
s&ch re>&ests if the chec# is dra'n a)ainst ins&fficient f&nds.
9
On 39 Octo*er 3+,-, H&eaNo received a letter from Na)&iatLs la'yer,
demandin) settlement of the loan. Shortly thereafter, H&eaNo and one
R&*y R&e*enfeldt (R&e*enfeldt! met 'ith Na)&iat. $t the meetin), H&eaNo
told Na)&iat that she did not receive the proceeds of the loan, addin) that
the chec#s 'ere retained *y R&e*enfeldt, 'ho p&rportedly 'as Na)&iatLs
a)ent.
8
Na)&iat applied for the e5tra=&dicial foreclos&re of the mort)a)e 'ith the
Sheriff of RiCal 0rovince, 'ho then sched&led the foreclos&re sale on 3;
$&)&st 3+,3. Three days *efore the sched&led sale, H&eaNo filed the case
*efore the 0asay %ity RT%,
,
see#in) the ann&lment of the mort)a)e deed.
The trial co&rt event&ally stopped the a&ction sale.
+
On , "arch 3++3, the RT% rendered =&d)ment, declarin) the Deed of Real
4state "ort)a)e n&ll and void, and orderin) Na)&iat to ret&rn to H&eaNo
the o'nerLs d&plicates of her titles to the mort)a)ed lots.
3-
Na)&iat
appealed the decision *efore the %o&rt of $ppeals, ma#in) no less than
eleven assi)nments of error. The %o&rt of $ppeals prom&l)ated the
decision no' assailed *efore &s that affirmed in toto the RT% decision.
Hence, the present petition.
Na)&iat >&estions the findin)s of facts made *y the %o&rt of $ppeals,
especially on the iss&e of 'hether H&eaNo had act&ally received the loan
proceeds 'hich 'ere s&pposed to *e covered *y the t'o chec#s Na)&iat
had iss&ed or indorsed. Na)&iat claims that *ein) a notarial instr&ment or
p&*lic doc&ment, the mort)a)e deed en=oys the pres&mption that the
recitals therein are tr&e. Na)&iat also >&estions the admissi*ility of vario&s
representations and prono&ncements of R&e*enfeldt, invo#in) the r&le on
the non1*indin) effect of the admissions of third persons.
33
The resol&tion of the iss&es presented *efore this %o&rt *y Na)&iat
involves the determination of facts, a f&nction 'hich this %o&rt does not
e5ercise in an appeal *y certiorari. Gnder R&le ;? 'hich )overns appeal *y
certiorari, only >&estions of la' may *e raised
37
as the S&preme %o&rt is
not a trier of facts.
3:
The resol&tion of fact&al iss&es is the f&nction of lo'er
co&rts, 'hose findin)s on these matters are received 'ith respect and are
in fact )enerally *indin) on the S&preme %o&rt.
3;
$ >&estion of la' 'hich
the %o&rt may pass &pon m&st not involve an e5amination of the pro*ative
val&e of the evidence presented *y the liti)ants.
3?
There is a >&estion of la'
in a )iven case 'hen the do&*t or difference arises as to 'hat the la' is on
a certain state of facts< there is a >&estion of fact 'hen the do&*t or
difference arises as to the tr&th or the falsehood of alle)ed facts.
39
S&rely, there are esta*lished e5ceptions to the r&le on the concl&siveness
of the findin)s of facts of the lo'er co&rts.
38
.&t Na)&iatLs case does not fall
&nder any of the e5ceptions. In any event, *oth the decisions of the
appellate and trial co&rts are s&pported *y the evidence on record and the
applica*le la's.
$)ainst the common findin) of the co&rts *elo', Na)&iat vi)oro&sly insists
that H&eaNo received the loan proceeds. %apitaliCin) on the stat&s of the
mort)a)e deed as a p&*lic doc&ment, she cites the r&le that a p&*lic
doc&ment en=oys the pres&mption of validity and tr&thf&lness of its
contents. The %o&rt of $ppeals, ho'ever, is correct in r&lin) that the
pres&mption of tr&thf&lness of the recitals in a p&*lic doc&ment 'as
defeated *y the clear and convincin) evidence in this case that pointed to
the a*sence of consideration.
3,
This %o&rt has held that the pres&mption of
tr&thf&lness en)endered *y notariCed doc&ments is re*&tta*le, yieldin) as
it does to clear and convincin) evidence to the contrary, as in this case.
3+
On the other hand, a*sol&tely no evidence 'as s&*mitted *y Na)&iat that
the chec#s she iss&ed or endorsed 'ere act&ally encashed or deposited.
The mere iss&ance of the chec#s did not res&lt in the perfection of the
contract of loan. For the %ivil %ode provides that the delivery of *ills of
e5chan)e and mercantile doc&ments s&ch as chec#s shall prod&ce the
effect of payment only 'hen they have *een cashed.
7-
It is only after the
chec#s have prod&ced the effect of payment that the contract of loan may
*e deemed perfected. $rt. 3+:; of the %ivil %ode provides2
$n accepted promise to deliver somethin) *y 'ay of commodat&m or
simple loan is *indin) &pon the parties, *&t the commodat&m or simple
loan itself shall not *e perfected &ntil the delivery of the o*=ect of the
contract.
$ loan contract is a real contract, not consens&al, and, as s&ch, is
perfected only &pon the delivery of the o*=ect of the contract.
73
In this case,
the o*=ects of the contract are the loan proceeds 'hich H&eaNo 'o&ld
en=oy only &pon the encashment of the chec#s si)ned or indorsed *y
Na)&iat. If indeed the chec#s 'ere encashed or deposited, Na)&iat 'o&ld
have certainly presented the correspondin) doc&mentary evidence, s&ch
as the ret&rned chec#s and the pertinent *an# records. Since Na)&iat
presented no s&ch proof, it follo's that the chec#s 'ere not encashed or
credited to H&eaNoLs acco&nt.1a*phi 1.n-t
Na)&iat >&estions the admissi*ility of the vario&s 'ritten representations
made *y R&e*enfeldt on the )ro&nd that they co&ld not *ind her follo'in)
the res inter alia acta alteri nocere non de*et r&le. The %o&rt of $ppeals
re=ected the ar)&ment, holdin) that since R&e*enfeldt 'as an a&thoriCed
representative or a)ent of Na)&iat the sit&ation falls &nder a reco)niCed
e5ception to the r&le.
77
Still, Na)&iat insists that R&e*enfeldt 'as not her
a)ent.
S&ffice to say, ho'ever, the e5istence of an a)ency relationship *et'een
Na)&iat and R&e*enfeldt is s&pported *y ample evidence. $s correctly
pointed o&t *y the %o&rt of $ppeals, R&e*enfeldt 'as not a stran)er or an
&na&thoriCed person. Na)&iat instr&cted R&e*enfeldt to 'ithhold from
H&eaNo the chec#s she iss&ed or indorsed to H&eaNo, pendin) delivery *y
the latter of additional collateral. R&e*enfeldt served as a)ent of Na)&iat on
the loan application of H&eaNoLs friend, "arilo& Farralese, and it 'as in
connection 'ith that transaction that H&eaNo came to #no' Na)&iat.
7:
It
'as also R&e*enfeldt 'ho accompanied H&eaNo in her meetin) 'ith
Na)&iat and on that occasion, on her o'n and 'itho&t H&eaNo as#in) for it,
Re&*enfeldt act&ally dre' a chec# for the s&m of077-,---.-- paya*le to
Na)&iat, to cover for H&eaNoLs alle)ed lia*ility to Na)&iat &nder the loan
a)reement.
7;
The %o&rt of $ppeals reco)niCed the e5istence of an a)ency *y
estoppel
7?
citin) $rticle 3,8: of the %ivil %ode.
79
$pparently, it considered
that at the very least, as a conse>&ence of the interaction *et'een Na)&iat
and R&e*enfeldt, H&eaNo )ot the impression that R&e*enfeldt 'as the
a)ent of Na)&iat, *&t Na)&iat did nothin) to correct H&eaNoLs impression.
In that sit&ation, the r&le is clear. One 'ho clothes another 'ith apparent
a&thority as his a)ent, and holds him o&t to the p&*lic as s&ch, cannot *e
permitted to deny the a&thority of s&ch person to act as his a)ent, to the
pre=&dice of innocent third parties dealin) 'ith s&ch person in )ood faith,
and in the honest *elief that he is 'hat he appears to *e.
78
The %o&rt of
$ppeals is correct in invo#in) the said r&le on a)ency *y estoppel.1a*phi1.n-t
"ore f&ndamentally, 'hatever 'as the tr&e relationship *et'een Na)&iat
and R&e*enfeldt is irrelevant in the face of the fact that the chec#s iss&ed
or indorsed to H&eaNo 'ere never encashed or deposited to her acco&nt of
Na)&iat.
$ll told, 'e find no compellin) reason to dist&r* the findin) of the co&rts a
>&o that the lender did not remit and the *orro'er did not receive the
proceeds of the loan. That *ein) the case, it follo's that the mort)a)e
'hich is s&pposed to sec&re the loan is n&ll and void. The consideration of
the mort)a)e contract is the same as that of the principal contract from
'hich it receives life, and 'itho&t 'hich it cannot e5ist as an independent
contract.
7,
$ mort)a)e contract *ein) a mere accessory contract, its validity
'o&ld depend on the validity of the loan sec&red *y it.
7+
AH4R4FOR4, the petition is denied and the assailed decision is affirmed.
%osts a)ainst petitioner.
SO ORD4R4D.
G.R. No. 1%%,4& June ,, #446 FIRST DIVISION
EDUARDO V. LINTONJUA, JR. and ANTONIO ;.
LITONJUA, 0etitioners, vs. ETERNIT COR!ORATION <no= ETERTON
MULTI+RESOURCES COR!ORATION>, ETEROUTREMER, S.A. and
AR EAST -AN; ? TRUST COM!ANY, Respondents.
CALLEJO, SR., J.:
On appeal via a 0etition for Revie' on %ertiorari is the Decision
3
of the
%o&rt of $ppeals (%$! in %$1/.R. %V No. ?3-77, 'hich affirmed the
Decision of the Re)ional Trial %o&rt (RT%!, 0asi) %ity, .ranch 39?, in %ivil
%ase No. ?;,,8, as 'ell as the Resol&tion
7
of the %$ denyin) the motion
for reconsideration thereof.
The 4ternit %orporation (4%! is a corporation d&ly or)aniCed and re)istered
&nder 0hilippine la's. Since 3+?-, it had *een en)a)ed in the man&fact&re
of roofin) materials and pipe prod&cts. Its man&fact&rin) operations 'ere
cond&cted on ei)ht parcels of land 'ith a total area of ;8,7:: s>&are
meters. The properties, located in "andal&yon) %ity, "etro "anila, 'ere
covered *y Transfer %ertificates of Title Nos. ;?3338, ;?333,, ;?333+,
;?337-, ;?3373, ;?3377, ;?337; and ;?337? &nder the name of Far 4ast
.an# O Tr&st %ompany, as tr&stee. Ninety (+-F! percent of the shares of
stoc#s of 4% 'ere o'ned *y 4tero&tremer S.$. %orporation (4S$%!, a
corporation or)aniCed and re)istered &nder the la's of .el)i&m.
:
@ac#
/lanville, an $&stralian citiCen, 'as the /eneral "ana)er and 0resident of
4%, 'hile %la&de Frederic# Delsa&5 'as the Re)ional Director for $sia of
4S$%. .oth had their offices in .el)i&m.
In 3+,9, the mana)ement of 4S$% )re' concerned a*o&t the political
sit&ation in the 0hilippines and 'anted to stop its operations in the co&ntry.
The %ommittee for $sia of 4S$% instr&cted "ichael $dams, a mem*er of
4%Ls .oard of Directors, to dispose of the ei)ht parcels of land. $dams
en)a)ed the services of realtorJ*ro#er 6a&ro /. "ar>&eC so that the
properties co&ld *e offered for sale to prospective *&yers. /lanville later
sho'ed the properties to "ar>&eC.
"ar>&eC thereafter offered the parcels of land and the improvements
thereon to 4d&ardo .. 6iton=&a, @r. of the 6iton=&a O %ompany, Inc. In a
6etter dated Septem*er 37, 3+,9, "ar>&eC declared that he 'as
a&thoriCed to sell the properties for 078,---,---.-- and that the terms of
the sale 'ere s&*=ect to ne)otiation.
;
4d&ardo 6iton=&a, @r. responded to the offer. "ar>&eC sho'ed the property
to 4d&ardo 6iton=&a, @r., and his *rother $ntonio I. 6iton=&a. The 6iton=&a
si*lin)s offered to *&y the property for 07-,---,---.-- cash. "ar>&eC
apprised /lanville of the 6iton=&a si*lin)sL offer and relayed the same to
Delsa&5 in .el)i&m, *&t the latter did not respond. On Octo*er 7,, 3+,9,
/lanville tele5ed Delsa&5 in .el)i&m, in>&irin) on his positionJ
co&nterproposal to the offer of the 6iton=&a si*lin)s. It 'as only on Fe*r&ary
37, 3+,8 that Delsa&5 sent a tele5 to /lanville statin) that, *ased on the
.el)ianJS'iss decision, the final offer 'as GSP3,---,---.--
and 07,?--,---.-- to cover all e5istin) o*li)ations prior to final
li>&idation.
?
"ar>&eC f&rnished 4d&ardo 6iton=&a, @r. 'ith a copy of the tele5 sent *y
Delsa&5. 6iton=&a, @r. accepted the co&nterproposal of Delsa&5. "ar>&eC
conferred 'ith /lanville, and in a 6etter dated Fe*r&ary 79, 3+,8,
confirmed that the 6iton=&a si*lin)s had accepted the co&nter1proposal of
Delsa&5. He also stated that the 6iton=&a si*lin)s 'o&ld confirm f&ll
payment 'ithin +- days after e5ec&tion and preparation of all doc&ments of
sale, to)ether 'ith the necessary )overnmental clearances.
9
The 6iton=&a *rothers deposited the amo&nt of GSP3,---,---.-- 'ith the
Sec&rity .an# O Tr&st %ompany, 4rmita .ranch, and drafted an 4scro'
$)reement to e5pedite the sale.
8
Sometime later, "ar>&eC and the 6iton=&a *rothers in>&ired from /lanville
'hen the sale 'o&ld *e implemented. In a tele5 dated $pril 77, 3+,8,
/lanville informed Delsa&5 that he had met 'ith the *&yer, 'hich had )iven
him the impression that he is prepared to press for a satisfactory
concl&sion to the sale.
,
He also emphasiCed to Delsa&5 that the *&yers
'ere concerned *eca&se they 'o&ld inc&r e5penses in *an# commitment
fees as a conse>&ence of prolon)ed period of inaction.
+
"ean'hile, 'ith the ass&mption of %oraCon %. $>&ino as 0resident of the
Rep&*lic of the 0hilippines, the political sit&ation in the 0hilippines had
improved. "ar>&eC received a telephone call from /lanville, advisin) that
the sale 'o&ld no lon)er proceed. /lanville follo'ed it &p 'ith a 6etter
dated "ay 8, 3+,8, confirmin) that he had *een instr&cted *y his principal
to inform "ar>&eC that the decision has *een ta#en at a .oard "eetin)
not to sell the properties on 'hich 4ternit %orporation is sit&ated.
3-
Delsa&5 himself later sent a letter dated "ay 77, 3+,8, confirmin) that the
4S$% Re)ional Office had decided not to proceed 'ith the sale of the
s&*=ect land, to 'it2
"ay 77, 3+,8
"r. 6./. "ar>&eC
6./. "ar>&eC, Inc.
::; "a#ati Stoc# 45chan)e .ld).
9898 $yala $ven&e
"a#ati, "etro "anila
0hilippines
Dear Sir2
Re2 6and of 4ternit %orporation
I 'o&ld li#e to confirm officially that o&r /ro&p has decided not to proceed
'ith the sale of the land 'hich 'as proposed to yo&.
The %ommittee for $sia of o&r /ro&p met recently (meetin) every si5
months! and e5amined the position as far as the 0hilippines are (sic!
concerned. %onsiderin) DtheE ne' political sit&ation since the depart&re of
"R. "$R%OS and a certain sta*iliCation in the 0hilippines, the %ommittee
has decided not to stop o&r operations in "anila. In fact, prod&ction has
started a)ain last 'ee#, and (sic! to reco)niCe the participation in the
%orporation.
Ae re)ret that 'e co&ld not ma#e a deal 'ith yo& this time, *&t in case the
policy 'o&ld chan)e at a later state, 'e 'o&ld cons&lt yo& a)ain.
5 5 5
Bo&rs sincerely,
(S)d.!
%.F. D46S$GQ
cc. To2 @. /6$NVI664 (4ternit %orp.!
33
Ahen apprised of this development, the 6iton=&as, thro&)h co&nsel, 'rote
4%, demandin) payment for dama)es they had s&ffered on acco&nt of the
a*orted sale. 4%, ho'ever, re=ected their demand.
The 6iton=&as then filed a complaint for specific performance and dama)es
a)ainst 4% (no' the 4terton "&lti1Reso&rces %orporation! and the Far
4ast .an# O Tr&st %ompany, and 4S$% in the RT% of 0asi) %ity. $n
amended complaint 'as filed, in 'hich defendant 4% 'as s&*stit&ted *y
4terton "&lti1Reso&rces %orporation< .enito %. Tan, R&perto V. Tan, Stoc#
Ha T. Tan and Deo)racias /. 4&femio 'ere impleaded as additional
defendants on acco&nt of their p&rchase of 4S$% shares of stoc#s and
'ere the controllin) stoc#holders of 4%.
In their ans'er to the complaint, 4% and 4S$% alle)ed that since
4tero&tremer 'as not doin) *&siness in the 0hilippines, it cannot *e
s&*=ect to the =&risdiction of 0hilippine co&rts< the .oard and stoc#holders
of 4% never approved any resol&tion to sell s&*=ect properties nor
a&thoriCed "ar>&eC to sell the same< and the tele5 dated Octo*er 7,, 3+,9
of @ac# /lanville 'as his o'n personal ma#in) 'hich did not *ind 4%.
On @&ly :, 3++?, the trial co&rt rendered =&d)ment in favor of defendants
and dismissed the amended complaint.
37
The fallo of the decision reads2
AH4R4FOR4, the complaint a)ainst 4ternit %orporation no' 4terton
"&lti1Reso&rces %orporation and 4tero&tremer, S.$. is dismissed on the
)ro&nd that there is no valid and *indin) sale *et'een the plaintiffs and
said defendants.
The complaint as a)ainst Far 4ast .an# and Tr&st %ompany is li#e'ise
dismissed for lac# of ca&se of action.
The co&nterclaim of 4ternit %orporation no' 4terton "&lti1Reso&rces
%orporation and 4tero&tremer, S.$. is also dismissed for lac# of merit.
3:
The trial co&rt declared that since the a&thority of the a)entsJrealtors 'as
not in 'ritin), the sale is void and not merely &nenforcea*le, and as s&ch,
co&ld not have *een ratified *y the principal. In any event, s&ch ratification
cannot *e )iven any retroactive effect. 0laintiffs co&ld not ass&me that
defendants had a)reed to sell the property 'itho&t a clear a&thoriCation
from the corporation concerned, that is, thro&)h resol&tions of the .oard of
Directors and stoc#holders. The trial co&rt also pointed o&t that the
s&pposed sale involves s&*stantially all the assets of defendant 4% 'hich
'o&ld res&lt in the event&al total cessation of its operation.
3;
The 6iton=&as appealed the decision to the %$, alle)in) that (3! the lo'er
co&rt erred in concl&din) that the real estate *ro#er in the instant case
needed a 'ritten a&thority from appellee corporation andJor that said *ro#er
had no s&ch 'ritten a&thority< and (7! the lo'er co&rt committed )rave error
of la' in holdin) that appellee corporation is not le)ally *o&nd for specific
performance andJor dama)es in the a*sence of an ena*lin) resol&tion of
the *oard of directors.
3?
They averred that "ar>&eC acted merely as a
*ro#er or )o1*et'een and not as a)ent of the corporation< hence, it 'as not
necessary for him to *e empo'ered as s&ch *y any 'ritten a&thority. They
f&rther claimed that an a)ency *y estoppel 'as created 'hen the
corporation clothed "ar>&eC 'ith apparent a&thority to ne)otiate for the
sale of the properties. Ho'ever, since it 'as a *ilateral contract to *&y and
sell, it 'as e>&ivalent to a perfected contract of sale, 'hich the corporation
'as o*li)ed to cons&mmate.
In reply, 4% alle)ed that "ar>&eC had no 'ritten a&thority from the .oard
of Directors to *ind it< neither 'ere /lanville and Delsa&5 a&thoriCed *y its
*oard of directors to offer the property for sale. Since the sale involved
s&*stantially all of the corporationLs assets, it 'o&ld necessarily need the
a&thority from the stoc#holders.
On @&ne 39, 7---, the %$ rendered =&d)ment affirmin) the decision of the
RT%.
39
The 6iton=&as filed a motion for reconsideration, 'hich 'as also
denied *y the appellate co&rt.
The %$ r&led that "ar>&eC, 'ho 'as a real estate *ro#er, 'as a special
a)ent 'ithin the p&rvie' of $rticle 3,8; of the Ne' %ivil %ode. Gnder
Section 7: of the %orporation %ode, he needed a special a&thority from
4%Ls *oard of directors to *ind s&ch corporation to the sale of its properties.
Delsa&5, 'ho 'as merely the representative of 4S$% (the ma=ority
stoc#holder of 4%! had no a&thority to *ind the latter. The %$ pointed o&t
that Delsa&5 'as not even a mem*er of the *oard of directors of 4%.
"oreover, the 6iton=&as failed to prove that an a)ency *y estoppel had
*een created *et'een the parties.
In the instant petition for revie', petitioners aver that
I
TH4 %OGRT OF $004$6S 4RR4D IN HO6DIN/ TH$T TH4R4 A$S NO
04RF4%T4D %ONTR$%T OF S$64.
II
TH4 $00466$T4 %OGRT %O""ITT4D /R$V4 4RROR OF 6$A IN
HO6DIN/ TH$T "$RHG4R N44D4D $ ARITT4N $GTHORITB FRO"
R4S0OND4NT 4T4RNIT .4FOR4 TH4 S$64 %$N .4 04RF4%T4D.
III
TH4 %OGRT OF $004$6S 4RR4D IN NOT HO6DIN/ TH$T /6$NVI664
$ND D46S$GQ H$V4 TH4 N4%4SS$RB $GTHORITB TO S466 TH4
SG.@4%T 0RO04RTI4S, OR $T TH4 V4RB 64$ST, A4R4 INOAIN/6B
04R"ITT4D .B R4S0OND4NT 4T4RNIT TO DO $%TS AITHIN TH4
S%O04 OF $N $00$R4NT $GTHORITB, $ND THGS H46D TH4" OGT
TO TH4 0G.6I% $S 0OSS4SSIN/ 0OA4R TO S466 TH4 S$ID
0RO04RTI4S.
38
0etitioners maintain that, *ased on the facts of the case, there 'as a
perfected contract of sale of the parcels of land and the improvements
thereon for GSP3,---,---.-- pl&s 07,?--,---.-- to cover o*li)ations prior
to final li>&idation. 0etitioners insist that they had accepted the co&nter1
offer of respondent 4% and that *efore the co&nter1offer 'as 'ithdra'n *y
respondents, the acceptance 'as made #no'n to them thro&)h real estate
*ro#er "ar>&eC.
0etitioners assert that there 'as no need for a 'ritten a&thority from the
.oard of Directors of 4% for "ar>&eC to validly act as
*ro#erJmiddlemanJintermediary. $s *ro#er, "ar>&eC 'as not an ordinary
a)ent *eca&se his a&thority 'as of a special and limited character in most
respects. His only =o* as a *ro#er 'as to loo# for a *&yer and to *rin)
to)ether the parties to the transaction. He 'as not a&thoriCed to sell the
properties or to ma#e a *indin) contract to respondent 4%< hence,
petitioners ar)&e, $rticle 3,8; of the Ne' %ivil %ode does not apply.
In any event, petitioners aver, 'hat is important and decisive 'as that
"ar>&eC 'as a*le to comm&nicate *oth the offer and co&nter1offer and
their acceptance of respondent 4%Ls co&nter1offer, res&ltin) in a perfected
contract of sale.
0etitioners posit that the testimonial and doc&mentary evidence on record
amply sho's that /lanville, 'ho 'as the 0resident and /eneral "ana)er
of respondent 4%, and Delsa&5, 'ho 'as the "ana)in) Director for 4S$%
$sia, had the necessary a&thority to sell the s&*=ect property or, at least,
had *een allo'ed *y respondent 4% to hold themselves o&t in the p&*lic as
havin) the po'er to sell the s&*=ect properties. 0etitioners identified s&ch
evidence, th&s2
3. The testimony of "ar>&eC that he 'as chosen *y /lanville as
the then 0resident and /eneral "ana)er of 4ternit, to sell the
properties of said corporation to any interested party, 'hich
a&thority, as hereina*ove disc&ssed, need not *e in 'ritin).
7. The fact that the N4/OTI$TIONS for the sale of the s&*=ect
properties spanned S4V4R$6 "ONTHS, from 3+,9 to 3+,8<
:. The %OGNT4R1OFF4R made *y 4ternit thro&)h /6$NVI664 to
sell its properties to the 0etitioners<
;. The /OOD F$ITH of 0etitioners in *elievin) 4ternitLs offer to sell
the properties as evidenced *y the 0etitionersL $%%40T$N%4 of
the co&nter1offer<
?. The fact that 0etitioners D40OSIT4D the price of DGSE
P3,---,---.-- 'ith the Sec&rity .an# and that an 4S%ROA
a)reement 'as drafted over the s&*=ect properties<
9. /lanvilleLs tele5 to Delsa&5 in>&irin) AH4N A4 (Respondents!
AI66 I"064"4NT $%TION TO .GB $ND S466<
8. "ore importantly, 45hi*its / and H of the Respondents,
'hich evidenced the fact that 0etitionersL offer 'as
alle)edly R4@4%T4D *y *oth /lanville and Delsa&5.
3,
0etitioners insist that it is incon)r&o&s for /lanville and Delsa&5 to ma#e a
co&nter1offer to petitionersL offer and thereafter re=ect s&ch offer &nless they
'ere a&thoriCed to do so *y respondent 4%. 0etitioners insist that Delsa&5
confirmed his a&thority to sell the properties in his letter to "ar>&eC, to 'it2
Dear Sir,
Re2 6and of 4ternit %orporation
I 'o&ld li#e to confirm officially that o&r /ro&p has decided not to proceed
'ith the sale of the land 'hich 'as proposed to yo&.
The %ommittee for $sia of o&r /ro&p met recently (meetin) every si5
months! and e5amined the position as far as the 0hilippines are (sic!
concerned. %onsiderin) the ne' political sit&ation since the depart&re of
"R. "$R%OS and a certain sta*iliCation in the 0hilippines, the %ommittee
has decided not to stop o&r operations in "anilaD.E DIEn fact prod&ction
started a)ain last 'ee#, and (sic! to reor)aniCe the participation in the
%orporation.
Ae re)ret that 'e co&ld not ma#e a deal 'ith yo& this time, *&t in case the
policy 'o&ld chan)e at a later sta)e 'e 'o&ld cons&lt yo& a)ain.
In the meantime, I remain
Bo&rs sincerely,
%.F. D46S$GQ
3+
0etitioners f&rther emphasiCe that they acted in )ood faith 'hen /lanville
and Delsa&5 'ere #no'in)ly permitted *y respondent 4% to sell the
properties 'ithin the scope of an apparent a&thority. 0etitioners insist that
respondents held themselves to the p&*lic as possessin) po'er to sell the
s&*=ect properties.
.y 'ay of comment, respondents aver that the iss&es raised *y the
petitioners are fact&al, hence, are proscri*ed *y R&le ;? of the R&les of
%o&rt. On the merits of the petition, respondents 4% (no' 4"%! and 4S$%
reiterate their s&*missions in the %$. They maintain that /lanville, Delsa&5
and "ar>&eC had no a&thority from the stoc#holders of respondent 4% and
its .oard of Directors to offer the properties for sale to the petitioners, or to
any other person or entity for that matter. They assert that the decision and
resol&tion of the %$ are in accord 'ith la' and the evidence on record, and
sho&ld *e affirmed in toto.
0etitioners aver in their s&*se>&ent pleadin)s that respondent 4%, thro&)h
/lanville and Delsa&5, conformed to the 'ritten a&thority of "ar>&eC to sell
the properties. The a&thority of /lanville and Delsa&5 to *ind respondent
4% is evidenced *y the fact that /lanville and Delsa&5 ne)otiated for the
sale of +-F of stoc#s of respondent 4% to R&perto Tan on @&ne 3, 3++8.
/iven the si)nificance of their positions and their d&ties in respondent 4%
at the time of the transaction, and the fact that respondent 4S$% o'ns
+-F of the shares of stoc# of respondent 4%, a formal resol&tion of the
.oard of Directors 'o&ld *e a mere ceremonial formality. Ahat is
important, petitioners maintain, is that "ar>&eC 'as a*le to comm&nicate
the offer of respondent 4% and the petitionersL acceptance thereof. There
'as no time that they acted 'itho&t the #no'led)e of respondents. In fact,
respondent 4% never rep&diated the acts of /lanville, "ar>&eC and
Delsa&5.
The petition has no merit.
$nent the first iss&e, 'e a)ree 'ith the contention of respondents that the
iss&es raised *y petitioner in this case are fact&al. Ahether or not "ar>&eC,
/lanville, and Delsa&5 'ere a&thoriCed *y respondent 4% to act as its
a)ents relative to the sale of the properties of respondent 4%, and if so, the
*o&ndaries of their a&thority as a)ents, is a >&estion of fact. In the a*sence
of e5press 'ritten terms creatin) the relationship of an a)ency, the
e5istence of an a)ency is a fact >&estion.
7-
Ahether an a)ency *y estoppel
'as created or 'hether a person acted 'ithin the *o&nds of his apparent
a&thority, and 'hether the principal is estopped to deny the apparent
a&thority of its a)ent are, li#e'ise, >&estions of fact to *e resolved on the
*asis of the evidence on record.
73
The findin)s of the trial co&rt on s&ch
iss&es, as affirmed *y the %$, are concl&sive on the %o&rt, a*sent
evidence that the trial and appellate co&rts i)nored, misconstr&ed, or
misapplied facts and circ&mstances of s&*stance 'hich, if considered,
'o&ld 'arrant a modification or reversal of the o&tcome of the case.
77
It m&st *e stressed that iss&es of facts may not *e raised in the %o&rt
&nder R&le ;? of the R&les of %o&rt *eca&se the %o&rt is not a trier of
facts. It is not to re1e5amine and assess the evidence on record, 'hether
testimonial and doc&mentary. There are, ho'ever, reco)niCed e5ceptions
'here the %o&rt may delve into and resolve fact&al iss&es, namely2
(3! Ahen the concl&sion is a findin) )ro&nded entirely on spec&lations,
s&rmises, or con=ect&res< (7! 'hen the inference made is manifestly
mista#en, a*s&rd, or impossi*le< (:! 'hen there is )rave a*&se of
discretion< (;! 'hen the =&d)ment is *ased on a misapprehension of facts<
(?! 'hen the findin)s of fact are conflictin)< (9! 'hen the %o&rt of $ppeals,
in ma#in) its findin)s, 'ent *eyond the iss&es of the case and the same is
contrary to the admissions of *oth appellant and appellee< (8! 'hen the
findin)s of the %o&rt of $ppeals are contrary to those of the trial co&rt< (,!
'hen the findin)s of fact are concl&sions 'itho&t citation of specific
evidence on 'hich they are *ased< (+! 'hen the %o&rt of $ppeals
manifestly overloo#ed certain relevant facts not disp&ted *y the parties,
'hich, if properly considered, 'o&ld =&stify a different concl&sion< and (3-!
'hen the findin)s of fact of the %o&rt of $ppeals are premised on the
a*sence of evidence and are contradicted *y the evidence on record.
7:
Ae have revie'ed the records thoro&)hly and find that the petitioners
failed to esta*lish that the instant case falls &nder any of the fore)oin)
e5ceptions. Indeed, the assailed decision of the %o&rt of $ppeals is
s&pported *y the evidence on record and the la'.
It 'as the d&ty of the petitioners to prove that respondent 4% had decided
to sell its properties and that it had empo'ered $dams, /lanville and
Delsa&5 or "ar>&eC to offer the properties for sale to prospective *&yers
and to accept any co&nter1offer. 0etitioners li#e'ise failed to prove that
their co&nter1offer had *een accepted *y respondent 4%, thro&)h /lanville
and Delsa&5. It m&st *e stressed that 'hen specific performance is so&)ht
of a contract made 'ith an a)ent, the a)ency m&st *e esta*lished *y clear,
certain and specific proof.
7;
Section 7: of .atas 0am*ansa .ilan) 9,, other'ise #no'n as the
%orporation %ode of the 0hilippines, provides2
S4%. 7:. The .oard of Directors or Tr&stees. S Gnless other'ise provided
in this %ode, the corporate po'ers of all corporations formed &nder this
%ode shall *e e5ercised, all *&siness cond&cted and all property of s&ch
corporations controlled and held *y the *oard of directors or tr&stees to *e
elected from amon) the holders of stoc#s, or 'here there is no stoc#, from
amon) the mem*ers of the corporation, 'ho shall hold office for one (3!
year and &ntil their s&ccessors are elected and >&alified.
Indeed, a corporation is a =&ridical person separate and distinct from its
mem*ers or stoc#holders and is not affected *y the personal ri)hts,
o*li)ations and transactions of the latter.
7?
It may act only thro&)h its *oard
of directors or, 'hen a&thoriCed either *y its *y1la's or *y its *oard
resol&tion, thro&)h its officers or a)ents in the normal co&rse of *&siness.
The )eneral principles of a)ency )overn the relation *et'een the
corporation and its officers or a)ents, s&*=ect to the articles of
incorporation, *y1la's, or relevant provisions of la'.
79
Gnder Section :9 of the %orporation %ode, a corporation may sell or
convey its real properties, s&*=ect to the limitations prescri*ed *y la' and
the %onstit&tion, as follo's2
S4%. :9. %orporate po'ers and capacity. S 4very corporation incorporated
&nder this %ode has the po'er and capacity2
5 5 5 5
8. To p&rchase, receive, ta#e or )rant, hold, convey, sell, lease, pled)e,
mort)a)e and other'ise deal 'ith s&ch real and personal property,
incl&din) sec&rities and *onds of other corporations, as the transaction of a
la'f&l *&siness of the corporation may reasona*ly and necessarily re>&ire,
s&*=ect to the limitations prescri*ed *y the la' and the %onstit&tion.
The property of a corporation, ho'ever, is not the property of the
stoc#holders or mem*ers, and as s&ch, may not *e sold 'itho&t e5press
a&thority from the *oard of directors.
78
0hysical acts, li#e the offerin) of the
properties of the corporation for sale, or the acceptance of a co&nter1offer
of prospective *&yers of s&ch properties and the e5ec&tion of the deed of
sale coverin) s&ch property, can *e performed *y the corporation only *y
officers or a)ents d&ly a&thoriCed for the p&rpose *y corporate *y1la's or
*y specific acts of the *oard of directors.
7,
$*sent s&ch valid
dele)ationJa&thoriCation, the r&le is that the declarations of an individ&al
director relatin) to the affairs of the corporation, *&t not in the co&rse of, or
connected 'ith, the performance of a&thoriCed d&ties of s&ch director, are
not *indin) on the corporation.
7+
Ahile a corporation may appoint a)ents to ne)otiate for the sale of its real
properties, the final say 'ill have to *e 'ith the *oard of directors thro&)h
its officers and a)ents as a&thoriCed *y a *oard resol&tion or *y its *y1
la's.
:-
$n &na&thoriCed act of an officer of the corporation is not *indin) on
it &nless the latter ratifies the same e5pressly or impliedly *y its *oard of
directors. $ny sale of real property of a corporation *y a person p&rportin)
to *e an a)ent thereof *&t 'itho&t 'ritten a&thority from the corporation is
n&ll and void. The declarations of the a)ent alone are )enerally ins&fficient
to esta*lish the fact or e5tent of hisJher a&thority.
:3
.y the contract of a)ency, a person *inds himself to render some service or
to do somethin) in representation on *ehalf of another, 'ith the consent or
a&thority of the latter.
:7
%onsent of *oth principal and a)ent is necessary to
create an a)ency. The principal m&st intend that the a)ent shall act for him<
the a)ent m&st intend to accept the a&thority and act on it, and the intention
of the parties m&st find e5pression either in 'ords or cond&ct *et'een
them.
::
$n a)ency may *e e5pressed or implied from the act of the principal, from
his silence or lac# of action, or his fail&re to rep&diate the a)ency #no'in)
that another person is actin) on his *ehalf 'itho&t a&thority. $cceptance *y
the a)ent may *e e5pressed, or implied from his acts 'hich carry o&t the
a)ency, or from his silence or inaction accordin) to the
circ&mstances.
:;
$)ency may *e oral &nless the la' re>&ires a specific
form.
:?
Ho'ever, to create or convey real ri)hts over immova*le property, a
special po'er of attorney is necessary.
:9
Th&s, 'hen a sale of a piece of
land or any portion thereof is thro&)h an a)ent, the a&thority of the latter
shall *e in 'ritin), other'ise, the sale shall *e void.
:8
In this case, the petitioners as plaintiffs *elo', failed to add&ce in evidence
any resol&tion of the .oard of Directors of respondent 4% empo'erin)
"ar>&eC, /lanville or Delsa&5 as its a)ents, to sell, let alone offer for sale,
for and in its *ehalf, the ei)ht parcels of land o'ned *y respondent 4%
incl&din) the improvements thereon. The *are fact that Delsa&5 may have
*een a&thoriCed to sell to R&perto Tan the shares of stoc# of respondent
4S$%, on @&ne 3, 3++8, cannot *e &sed as *asis for petitionersL claim that
he had li#e'ise *een a&thoriCed *y respondent 4% to sell the parcels of
land.
"oreover, the evidence of petitioners sho's that $dams and /lanville
acted on the a&thority of Delsa&5, 'ho, in t&rn, acted on the a&thority of
respondent 4S$%, thro&)h its %ommittee for $sia,
:,
the .oard of Directors
of respondent 4S$%,
:+
and the .el)ianJS'iss component of the
mana)ement of respondent 4S$%.
;-
$s s&ch, $dams and /lanville
en)a)ed the services of "ar>&eC to offer to sell the properties to
prospective *&yers. Th&s, on Septem*er 37, 3+,9, "ar>&eC 'rote the
petitioner that he 'as a&thoriCed to offer for sale the property
for078,---,---.-- and the other terms of the sale s&*=ect to ne)otiations.
Ahen petitioners offered to p&rchase the property for 07-,---,---.--,
thro&)h "ar>&eC, the latter relayed petitionersL offer to /lanville< /lanville
had to send a tele5 to Delsa&5 to in>&ire the position of respondent 4S$%
to petitionersL offer. Ho'ever, as admitted *y petitioners in their
"emorand&m, Delsa&5 'as &na*le to reply immediately to the tele5 of
/lanville *eca&se Delsa&5 had to 'ait for confirmation from respondent
4S$%.
;3
Ahen Delsa&5 finally responded to /lanville on Fe*r&ary 37,
3+,8, he made it clear that, *ased on the .el)ianJS'iss decision the final
offer of respondent 4S$% 'as GSP3,---,---.-- pl&s 07,?--,---.-- to
cover all e5istin) o*li)ations prior to final li>&idation.
;7
The offer of Delsa&5
emanated only from the .el)ianJS'iss decision, and not the entire
mana)ement or .oard of Directors of respondent 4S$%. Ahile it is tr&e
that petitioners accepted the co&nter1offer of respondent 4S$%,
respondent 4% 'as not a party to the transaction *et'een them< hence,
4% 'as not *o&nd *y s&ch acceptance.
Ahile /lanville 'as the 0resident and /eneral "ana)er of respondent 4%,
and $dams and Delsa&5 'ere mem*ers of its .oard of Directors, the three
acted for and in *ehalf of respondent 4S$%, and not as d&ly a&thoriCed
a)ents of respondent 4%< a *oard resol&tion evincin) the )rant of s&ch
a&thority is needed to *ind 4% to any a)reement re)ardin) the sale of the
s&*=ect properties. S&ch *oard resol&tion is not a mere formality *&t is a
condition sine >&a non to *ind respondent 4%. $dmittedly, respondent
4S$% o'ned +-F of the shares of stoc#s of respondent 4%< ho'ever, the
mere fact that a corporation o'ns a ma=ority of the shares of stoc#s of
another, or even all of s&ch shares of stoc#s, ta#en alone, 'ill not =&stify
their *ein) treated as one corporation.
;:
It *ears stressin) that in an a)ent1principal relationship, the personality of
the principal is e5tended thro&)h the facility of the a)ent. In so doin), the
a)ent, *y le)al fiction, *ecomes the principal, a&thoriCed to perform all acts
'hich the latter 'o&ld have him do. S&ch a relationship can only *e
effected 'ith the consent of the principal, 'hich m&st not, in any 'ay, *e
compelled *y la' or *y any co&rt.
;;
The petitioners cannot fei)n i)norance of the a*sence of any re)&lar and
valid a&thority of respondent 4% empo'erin) $dams, /lanville or Delsa&5
to offer the properties for sale and to sell the said properties to the
petitioners. $ person dealin) 'ith a #no'n a)ent is not a&thoriCed, &nder
any circ&mstances, *lindly to tr&st the a)ents< statements as to the e5tent
of his po'ers< s&ch person m&st not act ne)li)ently *&t m&st &se
reasona*le dili)ence and pr&dence to ascertain 'hether the a)ent acts
'ithin the scope of his a&thority.
;?
The settled r&le is that, persons dealin)
'ith an ass&med a)ent are *o&nd at their peril, and if they 'o&ld hold the
principal lia*le, to ascertain not only the fact of a)ency *&t also the nat&re
and e5tent of a&thority, and in case either is controverted, the *&rden of
proof is &pon them to prove it.
;9
In this case, the petitioners failed to
dischar)e their *&rden< hence, petitioners are not entitled to dama)es from
respondent 4%.
It appears that "ar>&eC acted not only as real estate *ro#er for the
petitioners *&t also as their a)ent. $s )leaned from the letter of "ar>&eC to
/lanville, on Fe*r&ary 79, 3+,8, he confirmed, for and in *ehalf of the
petitioners, that the latter had accepted s&ch offer to sell the land and the
improvements thereon. Ho'ever, 'e a)ree 'ith the r&lin) of the appellate
co&rt that "ar>&eC had no a&thority to *ind respondent 4% to sell the
s&*=ect properties. $ real estate *ro#er is one 'ho ne)otiates the sale of
real properties. His *&siness, )enerally spea#in), is only to find a
p&rchaser 'ho is 'illin) to *&y the land &pon terms fi5ed *y the o'ner. He
has no a&thority to *ind the principal *y si)nin) a contract of sale. Indeed,
an a&thority to find a p&rchaser of real property does not incl&de an
a&thority to sell.
;8
4>&ally *arren of merit is petitionersL contention that respondent 4% is
estopped to deny the e5istence of a principal1a)ency relationship *et'een
it and /lanville or Delsa&5. For an a)ency *y estoppel to e5ist, the
follo'in) m&st *e esta*lished2 (3! the principal manifested a representation
of the a)entLs a&thority or #no'lin)ly allo'ed the a)ent to ass&me s&ch
a&thority< (7! the third person, in )ood faith, relied &pon s&ch
representation< (:! relyin) &pon s&ch representation, s&ch third person has
chan)ed his position to his detriment.
;,
$n a)ency *y estoppel, 'hich is
similar to the doctrine of apparent a&thority, re>&ires proof of reliance &pon
the representations, and that, in t&rn, needs proof that the representations
predated the action ta#en in reliance.
;+
S&ch proof is lac#in) in this case. In
their comm&nications to the petitioners, /lanville and Delsa&5 positively
and &ne>&ivocally declared that they 'ere actin) for and in *ehalf of
respondent 4S$%.
Neither may respondent 4% *e deemed to have ratified the transactions
*et'een the petitioners and respondent 4S$%, thro&)h /lanville, Delsa&5
and "ar>&eC. The transactions and the vario&s comm&nications inter se
'ere never s&*mitted to the .oard of Directors of respondent 4% for
ratification.
IN 6I/HT OF $66 TH4 FOR4/OIN/, the petition is D4NI4D for lac# of
merit. %osts a)ainst the petitioners.
SO ORD4R4D.