Escolar Documentos
Profissional Documentos
Cultura Documentos
DECISION
CARSON, J.:
August, 21, 1912. Thereafter defendant advised Barretto that plaintiff had
executed the title-deed and that he was ready to close the deal. Barretto
This action was brought to recover the sum of P17,175 by way of damages
agreed to accept the land if, upon examination, the title and the deed
should prove satisfactory; and defendant left the deed of conveyance with
parcel of land which it is alleged was made by the defendant for and on
him, with the understanding that if the title and the deed of conveyance
behalf of the plaintiff after authority to make the sale had been revoked.
were as represented, Barretto would give him his check for the amount of
Judgment was rendered in favor of the plaintiff for the sum of P3,435,
together with interest at 6 per cent per annum from the date of the
Early in 1912 the defendant, a real estate broker, sold the parcel of land
must consummate the sale and collect the purchase money without delay
formal deed of sale was not executed and accepted until July 29, 1912, the
August 31st, defendant called upon him and informed him that the plaintiff
which was not secured until early in that month. In the meantime the land
was flooded by high tides, and the plaintiff company became highly
was somewhat indisposed from his trip, promised to examine the papers as
dissatisfied with its purchase. When the final transfer was made the
soon as he could get to them, and assured the defendant that he would
plaintiff company informed defendant that the land was wholly unsuited for
send his check for the purchase price in a day or two if he found the
use as a coal-yard, for which it had been purchased, and requested him to
agreed that the plaintiff company was willing to dispose of the land for
P17,175, and that defendant was to have as his commission for securing a
notified defendant that unless the purchase price was paid before five
o'clock of that same afternoon the deal would be off. Defendant again
called upon Barretto, who informed him that if he would turn over the
Torrens certificate of title he would let him have a check for the purchase
price. Defendant sent the certificate as requested, but did not receive the
expressly instructed defendant not to deliver the title deeds until Barretto
turned over the purchase price. Defendant swore that he had received no
the agreed selling price, P17,175. Plaintiff's manager refused to accept the
check and soon thereafter filed this action, claiming that the sale had been
"cancelled" upon the failure of defendant to turn over the purchase price
August 21st the plaintiff company, through the defendant real estate
him that the sale would be "cancelled" unless the purchase price was paid
broker, agreed to sell the land to Barretto for P18,892.50, and that Barretto
agreed to buy the land at that price on the usual condition precedent that
before turning over the purchase price the title deeds and deed of transfer
"SEPT. 2, 1912,
from the company should be found to be in due and legal form. That for
the purpose of consummating the sale the plaintiff company turned over to
"DEAR SIR: In accordance with our conversation today, this is to notify you
was entered into. That the defendant, with full authority from plaintiff
payment of the purchase price. That from the very nature of the
"Please confirm.
"Yours very truly,
to Manila.
No reason appears, nor has any reason been assigned for the demand by
the plaintiff company for the delivery of the purchase price at the hour
specified under threat in the event of failure to make payment at that hour
it would decline to carry out the agreement, other than that the manager
of the plaintiff company had been annoyed by the delays which occurred
It may be that the land has a speculative value much higher than the
during the earlier stage of the negotiations, and had changed his mind as
actual market value at the time of the sale, so that if held for an opportune
to the desirability of making the sale at the price agreed upon, either
turn in the market, or until a buyer of some special need for it happened to
because he believed that he could get a better price elsewhere, or that the
land was worth more to his company than the price he had agreed to take
be secured for it. But the question of fact ruled upon is the actual market
for it. It is very evident that plaintiff company's manager hoped that by
value of the land at the time of its sale to Barretto, and not any speculative
setting a limit of a few hours upon the time within which he would receive
the money, his company would be relieved of the obligation to carry out its
contract.
Among other definitions of "market value" to be found in "Words and
Upon the question of the value of the land we think that the evidence
clearly discloses that at the date of the sale its actual and its true market
following:
value was not more than the amount paid for it by Barretto, that is to say,
P18,892.50. The evidence discloses that it had been in the hands of an
"The 'market value' of property is the price which the property will bring in
expert real estate agent for many months prior to the sale, with every
a fair market after fair and reasonable efforts have been made to find a
inducement to him to secure the highest cash price which could be gotten
for it. That he actually sold it to the plaintiff company, a few months prior
*******
to the sale to Barretto, for P17,175. That the plaintiff company was highly
dissatisfied with its purchase, and readily agreed to resell at that price.
That the defendant, in his capacity as a real estate agent, with a personal
"The market value of land is the price that would in all probability result
and direct interest in securing the highest possible price for the land, sold
from fair negotiations where the seller is willing to sell and the buyer
desires to buy."
The only evidence in the record tending to prove that the land had a higher
Upon the foregoing statement of the facts disclosed by the record, we are
market value than the price actually paid for it under such circumstances is
of opinion that the judgment entered in the court below should be reversed
the testimony of a rival real estate broker, who had never been on the
land, but claimed that he was familiar with its general location from maps
and discription, and asserted that in his opinion it was worth considerably
1.
more than the price actually paid for it, and that he thought he could have
expert opinion of this kind, however sincere and honest the witness may
have been in forming it, is wholly insufficient to maintain a finding that the
land was worth any more than it actually brought when sold under the
real estate agent had already earned the commissions agreed upon, and
personal to itself.
recover from the real estate agent for the unauthorized sale of its property
would be the actual market value of the property, title to which had been
lost as a result of the sale. We are not now considering any question as to
the right of the owner, under such circumstances, to recover the property
vs. Healey (Nebraska) 56313 reported in 44 Law Rep. Ann., 593 [Note], and
from the purchaser, or damages for its detention or the like; but merely his
the long line of authorities there cited support the following rule:
right to recover monetary damages from his agent should he elect, as the
plaintiff company did in this case, to ratify the sale and recoup from the
purchaser, and the settled rule as stated by the courts is that, in the
the sale.
absence of an express contract between the broker and his principal, the
implication generally is that the broker becomes entitled to the usual
The market value of the land in question was P18,892.50. Of this the
willing to take the property and enter into a valid contract upon the terms
unpaid. But, whatever may be the view which should be taken as to the
right of the plaintiff company to terminate the negotiations for the sale of
and the matter negotiated and completed between the principal and the
the property to Barretto at the time fixed by it in its letter to the defendant
purchaser directly."
real estate agent, there can be no question as to the liability of the plaintiff
company to the real estate agent, in the event that it did so terminate the
In the case of Watson vs. Brooks (17 Fed. Rep., 540; 8 Sawy., 316), it was
negotiations, for the amount of the commission which it agreed to pay him
held that a sale of real property, entitling a broker to his commissions, was
should he find a purchaser for the land at the price agreed upon in his
agency contract. The commission agreed upon was all over P17,175 which
the defendant could secure from the property, and it is clear that allowing
balance of the market value of the land, the plaintiff company is not
entitled to a money judgment against the defendant.
forcefully stated in the following citation from the opinion in the case of
contract fixing the duration of the agency (subject, however, to some well
defined exceptions). Our ruling is that at the time fixed by the manager of
the plaintiff company for the termination of the negotiations, the defendant
"The act of the agent in finding a purchaser required time and labor for its
consummation of the sale by the defendant upon the terms and at the
completion, and within three days of the execution of the contract, and
prior to its revocation, he had placed the matter in the position that
success was practically certain and immediate, and it would be the height
that before the manager of the plaintiff company wrote the letter dated
perchance reap the benefit of the agent's labors, without being liable to
and before the conversation was had to which that letter refers, the
defendant real estate agent had offered to sell the land to Barretto for
unconscionable one, and would offer a premium for fraud by enabling one
P18,892.50 and that he did so with the knowledge and consent, and under
of the parties to take advantage of his own wrong and secure the labor of
the authority of the plaintiff company. It further clearly appears that this
offer had been duly accepted by Barretto, who stood ready and willing to
pay over the agreed purchase price, upon the production and delivery of
2.
lawfully "cancel" or rescind this agreement for the sale and purchase of the
land, on the sole ground that the purchase price was not paid at the hour
The only reasons assigned for the sudden and arbitrary demand for the
payment of the purchase price which was made with the manifest hope
that it would defeat the agent's deal with Barretto, are that the plaintiff
company's manager had become satisfied that the land was worth more
than he had agreed to accept for it; and that he was piqued and annoyed
Time does not appear to have been of the essence of the contract. The
agreement to sell was made without any express stipulation as to the time
within which the purchase price was to be paid, except that the purchaser
reserved the right to examine the documents of title before making
payment of the purchase price, though it was understood that the sale was
no matter what was the actual value of the land, the plaintiff company
for cash upon the delivery of the documents of title executed in due form.
suffered no damage by the delivery of the title deeds to Barretto, and the
Under the agreement with the agent of the plaintiff company, the
purchaser had a perfect right to examine the documents of title; and in the
provide that the purchaser shall be furnished an abstract of title, and shall
have a specified time in which to examine the title and pay the purchase
that purpose.
money, the purchaser must determine in that time whether he will take the
title, and that he cannot tender the purchase money after that time, even
The plaintiff company, through its agent, had given Barretto an opportunity
price, and it is very clear that the plaintiff company could not arbitrarily,
and for its own convenience, deprive Barretto of this opportunity to make
the purchaser has examined the abstract, or investigated the title in the
time allowed for that purpose, it is his duty to point out or make known his
objections to the title, if any, so as to give the vendor an opportunity to
remove them."
to couple his agreement to sell with a stipulation that the purchase price
must be paid at a specific day, hour and minute; nor that the obligation to
In the case of Hoyt vs. Tuxbury (70 111., 331, 332), the rule is stated as
pay over the purchase price forthwith may not be inferred from all the
follows:
"Where the purchase of land is made upon condition the title is found
the sale of real estate, where no agreement to the contrary appears, it may
determine whether he will take the title the vendor has, or reject it. He
reasonable time for the examination of the documents of title; and in any
case in which time has been expressly allowed for that purpose, the vendor
cannot arbitrarily demand the payment of the purchase price before the
expiration of the time reasonably necessary therefor.
In the case of Easton vs. Montgomery (90 Cal., 307), the rule is set forth as
follows:
"A contract for the sale of land which provides 'title to prove good or no
sale,' without specifying the time within which the examination is to be
"The contract of sale usually specifies a time in which the purchaser may
forth as follows:
"If the contract of sale does not specify the time of performance, a
he has expressly stipulated so to do. It has been held that if the contract
facts and circumstances of the particular case. The rule permitting and
requiring performance within a reasonable time applies both to the time for
not to deliver the title-deed until he had received the purchase price. On
making and executing the conveyance by the vendor, and to the time for
performance after such act is done, or after such demand has been made.
the agent did or did not have the authority to make actual delivery of the
entered in the court below without costs in this instance, and directing the
payment, or which one of the parties may do at his option which may
dismissal of the complaint with the costs in first instance against the
affect the rights of the parties under the contract. If the purchaser is
plaintiff company, and ten days thereafter let the record be returned to the
implied."
Arellano, C. J., Torres, Moreland, Trent, and Araullo, JJ., concur.
Under all the circumstances surrounding the transaction in the case at bar,
as they appear from the evidence of record, we have no hesitation in
holding that the plaintiff company's letter of September 2, 1912
demanding payment before five o'clock of the afternoon of that day, under
penalty of the cancellation of its agreement to sell, was an arbitrary and
unreasonable attempt to deny to the purchaser the reasonable opportunity
to inspect the documents of title, to which he was entitled by virtue of the
express agreement of the plaintiff company's agent before any attempt
was made to revoke his agency. It follows that Barretto's right to enforce
the agreement to sell was in no wise affected by the attempt of the plaintiff
company to "cancel" the agreement; and that the plaintiff company
suffered no damage by the consummation of the agreement by the
acceptance of the stipulated purchase price by the defendant real estate
agent.
JULIO DANON, PLAINTIFF AND APPELLEE, VS. ANTONIO A. BRIMO & CO.,
entirely free from prevarications. However, after giving due weight to the
finding of the trial court in this regard and after carefully considering the
inherent probability or improbability of the testimony of each of said
DECISION
JOHNSON, J.:
This action was brought to recover the sum of P60,000, alleged to be the
value of services rendered to the defendant by the plaintiff as a broker. The
plaintiff alleges that in the month of August, 1918, the defendant
company, through its manager, Antonio A. Brimo, employed him to look for
a purchaser of its factory known as "Holland American Oil Co.," for the sum
of P1,200,000, payable in cash; that the defendant promised to pay to the
plaintiff, as compensation for his services, a commission of five per cent on
the said sum of P1,200,000, if the sale was consummated, or if the plaintiff
should find a purchaser ready, able and willing to buy said factory for the
said sum of P1,200,000; that subsequently the plaintiff found such a
purchaser, but that the defendant refused to sell the said factory without
any justifiable motive or reason therefor and without having previously
middle of August, 1918, informed the latter that he (Brimo) desired to sell
his factory, the Holland American Oil Co., for the sum of P1,200,000; (2)
that he agreed and promised to pay to the plaintiff a commission of 5 per
cent provided the latter could sell said factory for that amount; and (3) that
no definite period of time was fixed within which the plaintiff should effect
the sale. It seems that another broker, Sellner, was also negotiating the
sale, or trying to find a purchaser for the same property and that the
plaintiff was informed of that fact either by Brimo himself or by someone
else; at least, it is probable that the plaintiff was aware that he was not
alone in the field, and his whole effort was to forestall his competitor by
being the first to find a purchaser and effect the sale. Such, we believe,
was the contract between the plaintiff and the defendant, upon which the
present action is based.
notified the plaintiff of its desistance or variation in the price and terms of
The next question to determine is whether the plaintiff had performed all
the sale.
that was required of him under that contract to entitle him to recover the
such a factory as the plaintiff was offering for sale, and Mr. Prieto, its
by the Government.
president, instructed the manager, Samuel E. Kane, to see Mr. Brimo and
ascertain whether he really wanted to sell said factory, and, if so, to get
permission from him to inspect the premises. Mr. Kane inspected the
"Q.
factory and, presumably, made a favorable report to Mr. Prieto. The latter
asked for an appointment with Mr. Brimo to perfect the negotiation. In the
meantime Sellner, the other broker referred to, had found a purchaser for
the same property, who ultimately bought it for P1,300,000. For that
reason Mr. Prieto, the would be purchaser found by the plaintiff, never
him.
Company?
Under the proofs in this case, the most that can be said as to what the
plaintiff had accomplished is, that he had found a person who might have
bought the defendant's factory if the defendant had not sold it to someone
else. The evidence does not show that the Santa Ana Oil Mill had definitely
decided to buy the property in question at the fixed price of P1,200,000.
The board of directors of said corporation had not resolved to purchase
said property; and even if its president could legally make the purchase
without previous formal authorization of the board of directors, yet said
president does not pretend that he had definitely and formally agreed to
buy the factory in question on behalf of his corporation at the price stated.
On direct examination he testified for the plaintiff as follows:
"Q. You say that we were going to
The plaintiff claims that the reasons why the sale to the Santa Ana Oil Mill
was not consummated was because Mr. Brimo refused to sell to a Filipino
firm and preferred an American buyer; that upon learning such attitude of
the defendant the plaintiff endeavored to procure another purchaser and
found a Mr. Leas, who delivered to the plaintiff a letter addressed to Mr.
Brimo, offering to buy the factory in question at P1,200,000, the offer
being good for twenty-four hours; that said offer was not accepted by
Brimo because while he was reading the letter of Leas, Sellner came in,
drew Brimo into another room, and then and there closed the deal at
P1,300,000. The last statement is admitted by the defendant.
Such are the facts in this case, as nearly accurate as we can gather them
A. Yes, sir.
from the conflicting evidence before us. Under those facts, is the plaintiff
entitled to recover the sum of P60,000, claimed by him as compensation
for his services? It will be noted that, according to the plaintiff's own
5 per cent provided he (the plaintiff) could sell the factory at P1,200,000
that all that the plaintiff had accomplished by way of performance of his
A leading case on the subject is that of Sibbald vs. Bethlehem Iron Co. (83
contract was, that he had found a person who might have bought the
N. Y., 378; 38 Am. Rep., 441). In that case, after an exhaustive review of
various cases, the Court of Appeals of New York stated the rule as follows:
fundamental and correct doctrine is, that the duty assumed by the broker
anything in the premises. The plaintiff's action is not one for damages for
is to bring the minds of the buyer and seller to an argument for a sale, and
the price and terms on which it is to be made, and until that is done his
221; Barnes vs. Roberts, 5 Bosw., 73; Holly vs. Gosling, 3 E. D. Smith, 262;
Jacobs vs. Kolff, 2 Hilt., 133; Kock vs. Emmerling, 22 How., 72; Corning vs.
Calvert, 2 Hilt., 56; Trundy vs. N. Y. & Hartf. Steamboat Co., 6 Robt., 312;
Van Lien vs. Burns, 1 Hilt., 134.)"
a failure is wholly his. The reward comes only with his success. That is the
sale."
plain contract and contemplation of the parties. The broker may devote his
What benefit did the plaintiff, by his "services," bestow upon the defendant
time and labor, and expend his money with ever so much/of devotion to
to entitle him to recover from the latter the sum of P50,000? It is perfectly
the interest of his employer, and yet if the fails, if without effecting an
clear and undisputed that his "services" did not in any way contribute
towards bringing about the sale of the factory in question. He was not "the
commissions. He loses the labor and effort which was staked upon success.
And in such event it matters not that after his failure, and the termination
"The broker must be the efficient agent or the procuring cause of the sale.
of his agency, what he has done proves of use and benefit to the principal.
The means employed by him and his efforts must result in the sale. He
must find the purchaser, and the sale must proceed from his efforts acting
introduced to each other parties who otherwise would have never met; he
as broker." (Wylie vs. Marine National Bank, 61 N. Y., 415, 416, citing:
may have created impressions, which under later and more favorable
McClure vs. Paine, 49 N. Y., 561; Lloyd vs. Mathews, 51 id., 124; Lyon vs.
Mitchell, 36 id., 235; Briggs vs. Rowe, 4 Keyes, 424; Murray vs. Currie, 7
of a sale; he may have planted the very seed from which others reap the
harvest; but all that gives him no claim. It was part of his risk that failing
himself, not successful in fulfilling his obligation, others might be left to
10
some extent to avail themselves of the fruit of his labors. As was said in
Wylie vs. Marine National Bank (61 N. Y., 416), in such a case the principal
were plainly and evidently approaching success, the seller should revoke
violates no right of the broker by selling to the first party who offers the
the authority of the broker, with the view of concluding the bargain without
price asked, and it matters not that sale is to the very party with whom the
might be well said that the due performance his obligation by the broker
the terms prescribed in his employment, and the principal was under no
was purposely prevented by the principal. But if the latter acts in good
obligation to wait longer that he might make further efforts. The failure
faith, not seeking to escape the payment of commissions, but moved fairly
therefore and its consequences were the risk of the broker only. This
by a view of his own interest, he has the absolute right before a bargain is
however must be taken with one important and necessary limitation. If the
efforts of the broker are rendered a failure by the fault of the employer; if
earned, to revoke the broker's authority, and the latter cannot thereafter
capriciously he changes his mind after the purchaser, ready and willing,
though, to some extent, the seller might justly be said to have availed
himself of the fruits of the broker's labor." (Ibid. pp. 444, 445 and 446.)
is the fault of the latter, then the broker does not lose his commissions.
And that upon the familiar principle that no one can avail himself of the
The rule laid down in the foregoing case was adopted and followed in the,
cases of Zeimer vs. Antisell (75 Cal. 509), and Ayres vs. Thomas (116 Cal.,
140).
rule affecting the broker's right for it goes on the ground that the broker
has done his duty, that he has brought buyer and seller to an agreement,
but that the contract is not consummated and fails though the after-fault of
the seller. The cases are uniform in this respect. (Moses vs. Burling, 31 N.
Y., 462; Glentworth vs. Luther, 21 Barb., 147; Van Lien vs. Burns, 1 Hilt.,
party capable, and who ultimately becomes the purchaser." (Kimberly vs.
134.)
Henderson and Lupton, 29 Md., 512, 515, citing: Keener vs. Harrod &
Brooke, 2 Md. 63; McGavock vs. Woodlief, 20 How., 221. See also Richards,
case needs to be kept in view. Where no time for the continuance of the
contract is fixed by its terms either party is at liberty to terminate it at will,
subject only to the ordinary requirements of good faith. Usually the broker
whom I may see fit and proper to effect a sale or exchange of my real
subject of course to the right of the seller to sell independently. But having
estate, above described I will pay you the sum of $200. The broker found a
been granted him, the right of the principal to terminate his authority is
person who proposed to purchase the property, but the sale was not
absolute and unrestricted, except only that he may not do it in bad faith,
effected. Held: That the broker was not entitled to compensation." (Walker
11
It is clear from the foregoing authorities that, although the present plaintiff
could probably have effected the sale of the defendant's factory had not
the defendant sold it to someone else, he is not entitled to the
commissions agreed upon because he had no intervention whatever in,
and much sale in question. It must be borne in mind that no definite period
was fixed by the defendant within which the plaintiff might effect the sale
of its factory. Nor was the plaintiff given by the defendant the exclusive
agency of such sale. Therefore, the plaintiff cannot complain of the
defendant's conduct in selling the property through another agent before
the plaintiff's efforts were crowned with success. "One who has employed a
broker can himself sell the property to a purchaser whom he has procured,
THIRD DIVISION
without any aid from the broker/' (Hungerford vs. Hicks, 39 Conn., 259;
G.R. NO. 141525, September 02, 2005
DECISION
SANDOVAL-GUTIERREZ, J.
This petition for review on certiorari seeks to reverse the Decision[1] of the
Court of Appeals dated February 24, 1999 and its Resolution dated January
12, 2000 in CA-G.R. CV No. 47681.
The facts, as established by the trial court and affirmed by the Court of
Appeals, follow:
Sometime in 1987, Medicard Philippines, Inc. (Medicard), respondent,
appointed petitioner as its special corporate agent. As such agent,
Medicard gave him a commission based on the "cash brought in."
In September, 1988, through petitioner's efforts, Medicard and United
Laboratories Group of Companies (Unilab) executed a Health Care Program
Contract. Under this contract, Unilab shall pay Medicard a fixed monthly
12
premium for the health insurance of its personnel. Unilab paid Medicard
P4,148,005.00 representing the premium for one (1) year. Medicard then
commission.
Thus, petitioner filed with the Regional Trial Court (RTC), Branch 66, Makati
Again, through petitioner's initiative, the agency contract between
City, a complaint for sum of money against Medicard, Dr. Nicanor Montoya
Medicard and Unilab was renewed for another year, or from October 1,
Unilab, through petitioner, an increase of the premium for the next year.
Decision. The Appellate Court held that there is no proof that the
Unilab rejected the proposal "for the reason that it was too high,"
execution of the new contract between the parties under the "cost plus"
did not commit any fraudulent act in revoking its agency contract with
effectively revoked; and that where the contract is ineffectual, then the
holding that the contract of agency has been revoked by Medicard, hence,
personnel plus 15% service fee for using Medicard facilities, which amount
shall not be less than P780,000.00.
Medicard did not give petitioner any commission under the new scheme.
13
service fee. Under the "cost plus" system which replaced the premium
entitled to a commission.
It is clear that since petitioner refused to reduce his commission, Medicard
In Prats vs. Court of Appeals,
[4]
directly negotiated with Unilab, thus revoking its agency contract with
"Art. 1924. The agency is revoked if the principal directly manages the
Appeals,
[5]
where the Deed of Sale was only executed after the agent's
extended authority had expired, this Court, applying its ruling in Prats, held
that the agent (in Manotok) is entitled to a commission since he was the
efficient procuring cause of the sale, notwithstanding that the sale took
place after his authority had lapsed. The proximate, close, and causal
connection between the agent's efforts and the principal's sale of his
property can not be ignored.
It may be recalled that through petitioner's efforts, Medicard was able to
enter into a one-year Health Care Program Contract with Unilab. As a
SO ORDERED.
DECISION
14
the plaintiffs and rendered judgment sentencing the defendant to pay the
the judgment of the court of origin which orders the defendant to pay the
plaintiffs the sum of P2,500 with legal interest thereon from February 2,
plaintiffs the sum of P2,500 with legal interest thereon from February 2,
1949 plus the costs of action. This decision was affirmed in toto by the
Court of Appeals.
Consejo Infante, defendant herein, was the owner of two parcels of land,
together with a house built thereon, situated in the City of Manila and
her property for the sum of P30,000 with the understanding that they will
30, 1948, she contracted the services of Jose Cunanan and Juan Mijares,
obtain for the property. Petitioner, however, contends that authority has
already been withdrawn on November 30, 1948 when, by the voluntary act
P30,000 subject to the condition that the purchaser would assume the
sold the property to Pio S. Noche on December 20, 1948, she was already
purchaser price plus whatever overprice they may obtain for the property.
free from her commitment with respondents and, therefore, was not in
Plaintiffs found one Pio S. Noche who was willing to buy the property under
the terms agreed upon with defendant, but when they introduced him to
defendant, the latter informed them that she was no longer interested in
If the facts were as claimed by petitioner, there is indeed no doubt that she
stating therein that the written authority she had given them was already
promised them under the original authority because, under the old Civil
Pio S. Noche selling to him the property for P31,000. Upon learning this
withdraw the authority given to an agent at will. (Article 1733.) But this
fact is disputed. Thus, respondents claim that while they agreed to cancel
commission, but she refused and so they brought the present action.
the written authority given to them, they did so merely upon the verbal
assurance given by petitioner that, should the property be sold to their
own buyer, Pio S. Noche, they would be given the commission agreed
her property as set forth in the complaint, but stated that she agreed to
upon. True, this verbal assurance does not appear in the written
pay them a commission of P1,200 only on condition that they buy her a
but respondents were allowed to present oral evidence to prove it, and this
selling her property. Defendant avers that while plaintiffs took steps to sell
her property as agreed upon, they sold the property at Taft Avenue to
another party and because of this failure it was agreed that the authority
The plea that oral evidence should not have been allowed to prove the
15
The rule on this matter is that "When the terms of an agreement have
manner that would promote his own selfish interest. This act is unfair as
terms, and, therefore, there can be, between the parties and their
according to the party prejudiced the reward which is due him. This is the
than the contents of the writing." (Section 22, Rule 123, Rules of Court.)
The only exceptions to this rule are: "(a) Where a mistake or imperfection
of the writing, or its failure to express the true intent and agreement of the
and (b) Where there is an intrinsic ambiguity in the writing." (Ibid.) There
is no doubt that the point raised does not come under any of the cases
excepted, for there is nothing therein that has been put in issue by
against petitioner.
seem to be clear and they do not contain any reservation which may in any
way run counter to the clear intention of the parties.
Paras, C. J., Pablo, Bengzon, Padilla, Tuason, Montemayor, Reyes and Jugo,
JJ., concur.
her land for the sum of P30,000, respondent found a buyer in the person of
one Pio S. Noche who was willing to buy the property under the terms
LABRADOR, J.,
agreed upon, and this matter was immediately brought to the knowledge
of petitioner. But the latter, perhaps by way of stratagem, advised
I concur in the result. I can not agree, however, to the ruling made in the
respondents that she was no longer interested in the deal and was able to
majority decision that the petitioners can not introduce evidence of the
written authority.
That petitioner had changed her mind even if respondent had found a
evidence is not excluded by the parole evidence rule, because it does not
buyer who was willing to close the deal, is a matter that would not give rise
tend to alter or vary the terms of the document. This document was
deference to the request of petitioner. But the situation varies if one of the
property, not an agreement that they shall not be paid their commission
16
DECISION
[Maxicare] alleged that it followed a franchising system in dealing with
its agents whereby an agent had to first secure permission from [Maxicare]
NACHURA, J.:
with [Maxicare] for the MERALCO account and other accounts, and in fact,
2005 of the Court of Appeals (CA) in CA-G.R. CV No. 66040 which affirmed
[2]
(RTC), Branch 135, of Makati City in an action for breach of contract and
17
officers with the Regional Trial Court (RTC) of Makati City, docketed as Civil
Plan and signed a Service Agreement directly with [Maxicare] for medical
against [Maxicare] only and not against its officers; CARA HEALTHs
maternity benefits). Its duration was for one (1) year from December 1,
promote the MAXICARE Plan was for a period of one (1) year only; said
1991 to November 30, 1992. The contract was renewed twice for a term of
agency was not renewed after the expiration of the one (1) year period;
three (3) years each, the first started on December 1, 1992 while the
[Maxicare] and its officers claimed P100,000.00 in moral damages for each
P20,169,335.00.
litigation expenses.[3]
After trial, the RTC found Maxicare liable for breach of contract and ordered
account and nine (9) other accounts. In reply, [Maxicare], through counsel,
by Meralco to Maxicare from the year 1991 to 1996, plus legal interest
denied [Estradas] claims for commission for the MERALCO and other
computed from the filing of the complaint on March 18, 1993, and
other accounts(,) and that no agent was given the go signal to intervene in
the negotiations for the terms and conditions and the signing of the service
On appeal, the CA affirmed in toto the RTCs decision. In ruling for Estrada,
agreement with MERALCO and the other accounts so that if ever [Maxicare]
both the trial and appellate courts held that Estrada was the efficient
Meralco and Maxicare consistent with our ruling in Manotok Brothers, Inc.
Acosta, respectively.
v. Court of Appeals.[4]
[Estrada] filed a complaint on March 18, 1993 against [Maxicare] and its
18
Undaunted, Maxicare comes to this Court and insists on the reversal of the
Maxicare urges us that both the RTC and CA failed to take into account the
RTC Decision as affirmed by the CA, raising the following issues, to wit:
1.
Estradas admission that the negotiations with Meralco failed. Thus, the
Maxicare.
2.
[5]
[6]
carefully considered the factual backdrop of the case as borne out by the
records. Both courts were one in the conclusion that Maxicare successfully
landed the Meralco account for the sale of healthcare plans only by virtue
court, especially when affirmed by the appellate court, are accorded the
upon a showing of highly meritorious circumstances, such as: (1) when the
[Estradas] efforts consisted in being the first to offer the Maxicare plan to
conjectures; (2) when a lower courts inference from its factual findings is
appellate court go beyond the issues of the case, or fail to notice certain
relevant facts which, if properly considered, will justify a different
which they are based, are premised on the absence of evidence, or are
This is to certify that Ms. Carmela Estrada has initiated talks with us since
November 1990 with regards (sic) to the HMO requirements of both our
[8]
rank and file employees, managers and executives, and that it was
instance.
19
xxxx
Care Providers, Inc. (Maxicare) through the initiative and efforts of Ms.
Meralco. As pointed out by the trial court in its October 8, 1999 Decision, to
wit:
we did not know that Maxicare is a major health care provider in the
xxx Had not [Estrada] introduced Maxicare Plans to her bosom friends,
xxx
[10]
At the very least, Estrada penetrated the Meralco market, initially closed to
Maxicare, and laid the groundwork for a business relationship. The only
reason Estrada was not able to participate in the collection and remittance
of premium dues to Maxicare was because she was prevented from doing
certiorari under Rules 45 of the Rules of Court, only questions of law may
be put into issue. Questions of fact are not cognizable by this Court. The
finding of efficient procuring cause by the CA is a question of fact which
we desist from passing upon as it would entail delving into factual matters
on which such finding was based. To reiterate, the rule is that factual
findings of the trial court, especially those affirmed by the CA, are
negotiator between the other parties, never acting in his own name but in
the name of those who employed him. [A] broker is one whose occupation
The jettisoning of the petition is inevitable even upon a close perusal of the
navigation.[15]
First. Maxicares contention that Estrada may only claim commissions from
On the other hand, a broker earns his pay merely by bringing the buyer
Macasaet testified that Maxicare had been trying to land the Meralco
account for two (2) years prior to Estradas entry in 1990. [12] Even without
producing a purchaser ready, willing and able to buy on the owners terms.
20
[17]
commission, a brokers efforts must have been the foundation on which the
negotiations resulting in a sale began.[18] Verily, Estrada was instrumental
admission is made to appear. That is the reason for the modifier such.[21]
In this case, the letter, although part of Estradas Complaint, is not, ipso
facto, an admission of the statements contained therein, especially since
Second. Maxicare next contends that Estrada herself admitted that her
the sale of health plans she claims to have brokered. It is more than
obvious from the entirety of the records that Estrada has unequivocally
this Court. We observe that this Annex F is, in fact, Maxicares counsels
letter dated April 10, 1992 addressed to Estrada. The letter contains a
unilateral declaration by Maxicare that the efforts initiated and
Moreover, Section 34,[22] Rule 132 of the Rules of Court requires the
Thus, the latter effectively declares that Estrada is not the efficient
demonstrate Maxicares bad faith and ill will towards Estrada. [23]
[19]
thereafter before the RTC, CA, and this Court, readily show that Estrada
does not concede, at any point, that her negotiations with Meralco failed.
[20]
We ruled, thus:
As provided for in Section 4 of Rule 129 of the Rules of Court, the general
rule that a judicial admission is conclusive upon the party making it and
does not require proof admits of two exceptions: 1) when it is shown that
then proceeds to cite a case which does not, by any stretch of the
shown that no such admission was in fact made. The latter exception
allows one to contradict an admission by denying that he made such an
admission.
member of the Bar that the practice of law carries with it responsibilities
cites the admission out of context, then the one making the admission
may show that he made no such admission, or that his admission was
21
22
SO ORDERED."[1]
On September 23, 1968, Antonio E. Prats, doing business under the name
FIRST DIVISION
DECISION
at one time, he had offered the same property to the Social Security
System but failed to consummate any sale; that his offer to sell to the
FERNANDEZ, J.:
February 22, 1968; that it was the agreement between plaintiff and
Doronila and the Philippine National Bank", the dispositive part of which
defendant Doronila that the basic price shall be P3.00 per square meter;
reads:
"In view of all the foregoing, it is our considered opinion and so hold that
paid to the plaintiff in addition to his 10% commission based on P2.10 per
the decision of the lower court be, as it is hereby reversed, and the
square meter; that as a result of the grant of the exclusive option and
evidence to justify the same. The injunction issued by the lower court on
withdrawing his previous offer to sell the same land and requesting the
return to him of all papers concerning his offered property; that the Social
pronouncement as to costs.
23
price for the purchase of the defendant Doronila's 300 hectares of land
was, among others, taken up; that on June 20, 1968, the Social Security
together, namely, the owner and the buyer, and bring about the ultimate
Resolution No. 662 was adopted by the Social Security Commission autho-
sale of the land by defendant Doronila to the Social Security System; that
rizing the Toples & Harding (Far East) Inc. to conduct an appraisal of the
on February 27, 1968, after plaintiff had already contacted the Social
property and to submit a report thereon; that pursuant thereto, the said
company submitted its appraisal report specifying that the present value of
the property is P3.34 per square meter and that a housing program
development would represent the highest and best use thereof; that on
July 18, 1968, the Social Security Commission, at its regular meeting,
stating that the SSS would like to take up the offer of the lot; that having
taking note of the favorable appraisal report of the Toples & Harding (Far
granted plaintiff the exclusive written option and authority to negotiate the
East) Inc., passed Resolution No. 738, approving the purchase of defendant
February 28, 1968 declined the invitation extended by the Social Security
square meter or for a total purchase price of Nine Million Seven Hundred
System to meet with its Administrator and Chairman, and requested them
instead "to deal directly" with the plaintiff; that on March 16, 1968, at the
the purpose and authorizing the SSS Administrator to sign the necessary
Security System to the effect that plaintiff would be glad to sit with the
officials of the Social Security System to discuss the sale of the property of
the defendant Doronila; that on March 18, 1968, the Social Security
77013, 216747 and 216750 under the terms of which the total price of
offer to sell the 300 hectares of land belonging to defendant Doronila was
immediately after signing the deed of sale, and (b) the balance of 40% of
(P3,900,000.00) thirty days after the signing of the deed of absolute sale;
purchase your property for its housing project Administrator Teodoro"; that
that on August 21, 1968, after payment of the purchase price, the deed of
Security System was presented for registration in the Office of the Register
by check and delivery of the titles over the property to the Social Security
System; that having been brought together by the plaintiff, the defendant
226576 and 226577 in the name of the Social Security System were
Doronila and the officials of the Social Security System, on May 29, 1968
issued; that defendant Doronila has received the full purchase price for his
and on June 4, 1968, met at the office of the SSS Administrator wherein the
24
had no right to demand the payment for services not rendered according
evident bad faith, after having availed of the services of plaintiff as real
estate broker, refused to pay the professional fees due him; that as a result
of defendant Doronila's gross and evident bad faith and unjustified refusal
"STIPULATION OF FACTS
to pay plaintiff the professional fees due him under the agreement, the
latter has suffered and continues to suffer mental anguish, serious anxiety,
and social humiliation for which defendant Doronila shall be held liable to
pay moral damages; and, that by reason likewise of the aforesaid act of
defendant Doronila, the plaintiff has been compelled to file this action and
to engage the services of counsel at a stipulated professional fee of
P250,000.00.
In his answer filed on November 18, 1968, the defendant Doronila alleged
COME NOW the plaintiff and defendant DORONILA, through their respective
undersigned counsel, and to this Honorable Court, by way of abbreviating
the proceeding in the case at bar, without prejudice to presentation of
explanatory evidence, respectfully submit the following STIPULATION OF
FACTS:
that when the plaintiff offered the answering defendant's property to the
Social Security System on May 6, 1968, said defendant had already offered
his property to, and had a closed transaction or contract of sale of, said
1.
property with the Social Security System; that the letter agreement had
become null and void because defendant Doronila had not received any
written offer from any prospective buyers of the plaintiff during the agreed
period of 60 days until the last day of the authorization which was April 13,
1968 counting from February 14, 1968; that it is not true that plaintiff
brought together defendant Doronila and the officials of the Social Security
System to take up the purchase price of defendant Doronila's property for
the simple reason that the plaintiff's offer was P6.00 per square meter and
That defendant Doronila was the registered owner of 300 hectares of land,
situated in Montalban, Rizal, covered by Transfer Certificates of Title Nos.
77011, 77013, 216747 (formerly TCT No. 116631) and 216750 (formerly
TCT No. 77012).
later on reduced to P4.50 per square meter because the SSS Chairman had
already a closed transaction with the defendant Doronila at the price of
P3.25 per square meter and that the offer of the plaintiff was refused by
the officials of the Social Security System; and that defendant Doronila did
2.
not answer the statement of collection of the plaintiff because the latter
25
That on July 3, 1967, defendant DORONILA under his letter (marked Annex
'1' of the answer) addressed to the SSS Chairman, offered his said property
2-a
That on July 17, 1967 (Annex '2' of the Answer) the SSS Chairman, Mr.
That on July 19, 1967, defendant DORONILA wrote a letter (a xerox copy,
'This will acknowledge your letter of July 3rd, 1967 relative to your offer for
sale of your real estate property.
'In connection with your proposed subdivision plan of your properties
adjacent to our Novaliches Watershed, this Office would like to impose the
In this regard, may I please be informed as to how many hectares, out of
following conditions:
the total 300 hectares offered, are located in Quezon City and how many
hectares are located in Montalban, Rizal. Likewise, as regards your offer of
P4.00 per square meter, would there be any possibility that the same be
reduced to P3.25 per square meter? Finally and before I submit your
1.
proposal for process it is requested that the NAWASA certify to the effect
that they have no objection to having this parcel of land subdivided for
Thank you for your offer and may I hear from you at the earliest possible
time.'
3.
26
The above conditions are all safeguards to the drinking water of the people
That on August 10, 1967, the SSS Chairman, Mr. Ramon G. Gaviola, Jr.,
wrote the following (Xerox copy attached hereto and marked as Annex '2-c'
3.
'With reference to your letter, dated July 1967, please be informed that the
same is now with the Admi-nistrator for study and comment. The
Commission will act on receipt of information re such studies.
That on July 19, 1967, defendant DORONILA wrote another letter (marked
as Annex '3' on his Answer) addressed to the SSS Chairman, Mr. Ramon G.
Gaviola, Jr., stating, among others, the following:
With the assurance that you will be periodically informed of developments,
we remain.'
'In this connection, I have your counter-offer of P3.25 per square meter
against my offer of P4.00 per square meter, although your counter-offer is
lower comparing to the prices of adjacent properties, I have to consider the
3-b
That on October 30, 1967, Mr. Pastor B. Sajorda, 'By authority of Atty.
payment shall be made within a period of 30 days from the above stated
Alfonso Doronila, property owner', wrote the following request (Xerox copy
date' (2nd paragraph of letter dated July 18, 1967, Annex '3' of the
Answer).
3-a
'May I have the honor to request for your certification as a member of the
Board of Realtor regarding the actual prices of my real estate raw-land
27
properties described as Lots 3-B-7, 26-B, 6 and 4-C-3 all adjacent to each
other, containing a total area of 3,000,000 square meters, all registered in
the name of Alfonso Doronila, covered by T.C.T. Nos. 116631, 77013,
77011, and 77012, located at Montalban, Rizal, all adjacent to the Northern
3-c
'As per your request dated October 30, 1967, regarding prices of raw land,
it is my finding that the fair market value of raw land in the vicinity of the
per square meter, or at any price that you (DORONILA) finally agree upon,
and all expenses shall be for our account, including preparation of the
fee, whether the sale is caused directly or indirectly by us within the time
of this option. If the property is sold over and above P3.00 per square
meter, the excess amount shall be credited and paid to the herein brokers.
28
provided the brokers shall pay the corresponding taxes to the owner of the
which fact will be reported to the prospective buyers, and said squatters
excess amount over P3.00 per square meter, unless paid by check which
extended until said negotiations is terminated, but not more than fifteen
(15) days;
4. The written offers must be made by the prospective buyers, unless they
prefer to have us take the offer for and in their behalf some buyers do not
want to be known in the early stages of the negotiations;
CONFORME:
5. If no written offer is made to you until the last day of this authorization,
this option and authority shall expire and become null and void;
5.
price directly to any agent or buyer. You agree to refer all agents or brokers
to us DURING the time this option is in force; and
That on February 19, 1968, plaintiff wrote the following letter to defendant
DORONILA (Annex '4' of the Answer), quoted as follows:
29
located in Montalban, Rizal, for the last five (5) months I respectfully
requested for the return of all my papers concerning this offered pro-perty.'
Very truly yours,
7.
PHILIPPINE REAL
ESTATE EXCHANGE
That on February 27, 1968, defendant DORONILA received the following
(Sgd.) ANTONIO E. PRATS
General Manager
letter (Annex 'C' of the complaint) from the SSS Deputy Administrator, Mr.
Reynaldo J. Gregorio, to wit:
AEP/acc
30
Teodoro, to meet with him, Chairman Gaviola and myself on Friday, March
therefore request you communicate directly with the Philippine Real Estate
Exchange, P. O. Box 84, Quezon City, and deal with them directly if you are
still interested in my property.
8.
9.
That on February 28, 1968, defendant DORONILA wrote the following letter
(Annex 'D' of the complaint) to the SSS Deputy Administrator:
That on March 16, 1968, plaintiff, acting upon the letter of defendant
DORONILA dated February 28, 1968 (Annex 'D' for plaintiff), wrote the
following letter to SSS Administrator:
'Don Alfonso Doronila, owner of the 300 hectare land located at Montalban,
Rizal, adjoining the Quezon City boundary, has informed us that the
Administrator of the SOCIAL SECURITY SYSTEM, through Mr. Reynaldo J.
Gregorio, has invited him to meet with the Administrator and Chairman
Since the SSS had not acted on my offer dated July 19, 1967, more than
Gaviola to take up the former offer to sell his property to the SSS.
seven (7) months ago, I have asked for the return of my papers, as per my
letter of February 20, 1968, and which you have kindly returned to me.
'In his letter to the Administrator dated February 20, 1968 (which has been
received by the SSS on the same day), Mr. Doronila advised you that as of
As of February 20, 1968, I gave the Philippine Real Estate Exchange an
exclusive option and authority to negotiate the sale of this 300 hectare
31
(PHILREX) the exclusive option and authority to negotiate the sale of his
11.
ESTATE EXCHANGE.
Security System to sell the 300 hectare land of defendant DORONILA at the
price of P6.00 per square meter, a Xerox copy of which, bearing the stamp
or receipt of the Social Security System is attached hereof as Annex 'D''It is by virtue of this arrangement that Mr. Doronila now refers to us your
plaintiff.
invitation and his reply to the SSS and has requested us to get in touch
with you.'
12.
'While, at present we have several prospective buyers interested in this
property, we shall, in compliance with the request of Mr. Doronila, be
happy to sit down with you and Chairman Ramon Gaviola, Jr.'
That on May 17, 1968, the defendant DORONILA received the following
telegram (Annex 'E' of the complaint) from the SSS Administrator, reading:
10.
That on April 18, 1968, defendant DORONILA extended the plaintiff
exclusive option and authority to expire May 18, 1968. (Annex 'B' -Reply,
13.
32
That on May 18, 1968, after plaintiff's exclusive option and authority had
negotiations for the sale of your property within this fifteen-day period. In
the meantime, we hope you will also observe the provisions of paragraph 6
of the exclusive option you have extended to us.'
'In our conference last Monday, May 13, 1968, you have been definitely
advised by responsible parties that the SOCIAL SECURITY SYSTEM is
acquiring your 300-hectare land at Montalban, Rizal, adjoining the Quezon
City Boundary - - and that said property will be acquired in accordance with
14.
the exclusive option and authority you gave the PHILIPPINE REAL ESTATE
EXCHANGE. You were assured in that conference that the property will be
acquired definitely, but, as it has been mentioned during the conference, it
may take from 30 to 60 days to have all the papers prepared and to effect
That on May 18, 1968, plaintiff wrote the following letter (Xerox copy
the corresponding payment. The telegram from the SSS confirming these
'By virtue of the exclusive option and authority you have granted the
'Pursuant to paragraph 3 of the terms of the option that you have kindly
extended, we still have fifteen days more from today, May 18, 1968, within
which to finish the negotiations for the sale of your property to the SSS. For
Nos. 116631, 77011, 77012 and 77013, of the Registry of Deeds for the
option:
Province of Rizal, we hereby make a firm offer, for and in behalf of our
buyer, to purchase said property at the price of FOUR PESOS AND FIFTY
CENTAVOS (P4.50) per square meter, or the total amount of THIRTEEN
MILLION FIVE HUNDRED THOUSAND (P13,500,000.00) PESOS, Philippine
33
MISSION. The details will have to be taken up between you and the
'To expedite the negotiations, we suggest that we sit down sometime early
next week with our principal to take up the final arrangement and other
'This negotiation was made by virtue of the exclusive option and authority
you have granted the PHILIPPINE REAL ESTATE EXCHANGE, which option is
in full force and effect, and covers the transaction referred above.'
'To give you further assurance of the validity of this offer, we refer you to
the CHINA BANKING CORPORATION (Trust Department) who has already
been apprised of these negotiations, to which Bank we strongly
16.
recommend that this transaction be coursed through, for your own security
and protection.'
That on June 6, 1968, defendant DORONILA wrote the following letter
(Annex '7' for DORONILA), to the plaintiff, to wit:
15.
'I have to inform you officially, that I have not received any written offer
That on May 30, 1968, plaintiff wrote the following letter (Xerox copy
contract dated February 14, 1968, during the 60 days of your exclusive
authority which expired on April 14, 1968, nor during the extension which
was properly a new exclusive authority of 30 days from April 18, which
expired on May 18, 1968, nor during the provided 15 days grace, in case
that you have closed any transaction to terminate it during that period,
34
the office of the Registry of Deeds of Rizal under T.C.T. Nos. 116631,
of buyers to whom I asked later that the effectivity of said agreement will
be after your new authority has expired will be on June 2, 1968, and they
have accepted; As your option has expired, and they know that there was
no written offer made by the SSS for any price of my property, aside of
their previous letter announcing me that they are ready to pay, I was
notified on June 4, 1968 by their representative, calling my attention about
You will recall that last year, I offered to the Social Security System the
our agreement; that is why I am writing you, that having expired your
same properties at the price of Four (P4.00) pesos per square meter. After
option and exclusive authority to offer for sale my said property, I notified
only this afternoon said group that I am ready to comply our agreement.
a period of thirty (30) days from the date of my acceptance (July 19, 1967).
My acceptance was motivated by the fact that within said period of time I
sentiments.'
17.
35
the price of six pesos (P6.00) per square meter, who referred it to the
System, but again no action had been taken by the System.
'This has reference to your letter dated June 19, 1968 renewing your offer
to sell your property located at Montalban, Rizal containing an area of 300
Considering the lapse of time since our original offer during which prices of
hectares at P4.00 per square meter. Please be informed that the said letter
its last meeting on June 20, 1968 and pursuant to its Resolution No. 636,
current series, it decided that the System reiterate its counter-offer for
price of P4.00 per square meter, or for a total amount of twelve million
Trusting that the foregoing sufficiently advises you on the matter, I remain
18.
36
That on July 30, 1968, defendant DORONILA executed the deed of absolute
sale (Annex 'G' of the complaint) over his 300-hectare land, situated in
Montalban, Rizal, covered by TCT Nos. 77011, 77013, 216747 (formerly
TCT No. 116631) and 216750 (formerly TCT No. 77012), in favor of the
June 25/68
Admtr's Office'
Social Security System, for the total purchase price of NINE MILLION SEVEN
HUNDRED FIFTY THOUSAND PESOS (P9,750,000.00), Philippine currency,
which deed of sale was presented for registration in the Office of the
Register of Deeds of Rizal on August 21, 1968.
20.
23.
That on June 27, 1968, the Social Security Commission passed Resolution
No. 662 authorizing the Toples & Harding (Far East) to conduct an appraisal
That defendant DORONILA had received the full purchase price of NINE
That on July 17, 1968, the Social Security Commission taking note of the
report of Toples & Harding (Far East), passed Resolution No. 738, approving
the purchase of the 300 hectare land of defendant DORONILA, at the price
of P3.25 per square meter, for a total purchase price of NINE MILLION
appropriating the said amount of money for the purpose. (See Annex 'F' of
the complaint).
37
Quezon City
Respectfully submitted:
ALFONSO DORONILA
Counsel for the defendant
428 Plaza de Ferguson
Ermita, Manila"[2]
Intramuros, Manila
per annum from September 23, 1968 until fully paid; and under the second
Cause of Action, to pay plaintiff the sum of P200,000.00 as moral damages;
the sum of P100,000.00 as exemplary damages; the sum of P150,000.00
(Sgd.) E. V. Obon
38
interest to buy the property when an offer is made by the seller or broker
and make an offer of the price. Strictly, therefore, prior to May 29, 1968,
there were no negotiations yet started within the contemplation of the
letter-agreement of brokerage (Exh. A). Nevertheless, appellant extended
extended up to May 18, 1968 was a new authority. For, it may even be
considered as taking the place of the 15-day automatic extension, since
appellee's pretension is that negotiations have been started within the
original period of 60 days. Appellant, in fixing the expiry date on June 2,
1968, has thus made a liberal concession in favor of appellee, when he
chose not to regard the extension up to May 18, 1968 as the automatic
extension which ought to have been no more than 15 days, but which he
generously stretched twice as long."[4]
The petitioner assigned the following errors:
"In any event, since it has been found that the authority of appellee
"I
expired on June 2, 1968, rather than June 12, 1968 as the lower court
opined, the inquiry would be whether up to that time, a written offer was
made by appellee in behalf of the SSS. The stipulation is clear on this point.
There should be a written offer by the prospective buyer or by appellee for
or in their behalf, and that if no such written offer is made until the last day
of the authorization, the option and authority shall expire and become null
and void. Note that the emphasis is placed on the need of a written offer to
SSS.
save the authority from an automatic termination on the last day of the
authorization. We note such emphasis with special significance in view of
the condition relative to automatic extension of not more than 15 days if
negotiations have been started. The question then is when are
II
39
June 20, 1968 after the exclusive authority, Exhibit A, in favor of the
plaintiff, petitioner herein, had expired. The respondent court's factual
THE RESPONDENT COURT OF APPEALS ERRED IN CONCLUDING THAT
findings that petitioner was not the efficient procuring cause in bringing
about the sale (prescinding from the fact of expiration of his exclusive
authority) which are admittedly final for purposes of the present petition,
RESPONDENT.
meeting with the defendant Doronila. He talked with Mr. Teodoro over the
telephone and fixed the date of the meeting with defendant-appellant
Doronila for May 29, 1968, and that he was specifically requested by Mr.
[5]
The Court in its Resolution of May 23, 1975 originally denied the petition
for lack of merit but upon petitioner's motion for reconsideration and
appellee is not categorical that it was through his efforts that the meeting
took place on May 29, 1968. He refers to a telephone call he made 'a few
40
days before May 29, 1968,' but in the conversation he had with Mr.
offer' of P4.50 per sq. m. made by appellee betrayed his lack of any
Teodoro, the latter requested him not to be present in the meeting. From
efficient intervention in the negotiations with the SSS for the purchase by it
these facts, it is manifest that the SSS officials never wanted to be in any
way guided by, or otherwise subject to, the mediation or intervention of,
appellee relative to the negotiation for the purchase of the property. It is
thus more reasonable to conclude that if a meeting was held on May 29,
1968, it was done independently, and not by virtue of, appellee's wish or
efforts to hold such meeting."
[6]
1968 he was making his first offer to sell the property at P6.00 per sq. m.
to the SSS to which offer he received no answer. It is this cold indifference
of the SSS to him that must have prompted him to look for other buyers,
resulting in his making the firm offer of P4.50 per sq. m. on May 18, 1968,
a fact which only goes to show that for being ignored by the SSS, he gave
imposing only the condition that the price should be paid in cash, and
had never offered the price of P4.50 per square meter, appellee could not
within 30 days from the date of the acceptance. It can truly be said then
have at the same time arranged a meeting between the SSS officials and
that the interest of SSS to acquire the property had been sufficiently
appellant with a view to consummating the sale in favor of the SSS which
had made an offer of only P3.25 per sq. m. and thus lose the much bigger
Appellee should know this fact for according to him, the 10-day grace
profit he would realize with a higher price of P4.50 per sq. meter. This 'firm
period was agreed upon to give the SSS a chance to pay the price of the
41
Doronila's property for its housing project. Prats and his witness Raagas
the SSS be excluded from appellee's option or authority to sell the land." [9]
testified that Prats had several dinner and lunch meetings with Doronila
and/or his nephew, Atty. Manuel D. Asencio, regarding the progress of the
negotiations with the SSS.
Atty. Asencio had declared that he and his uncle, Alfonso Doronila, were
invited several times by Prats, sometimes to luncheons and sometimes to
dinner. On a Sunday, June 2, 1968, Prats and Raagas had luncheon in Sulu
Hotel in Quezon City and they were joined later by Chairman Gaviola of the
SSS.
appellee for or in their behalf, and that if no such written offer is made until
the last day of the authorization, the option and authority shall expire and
The Court has noted on the other hand that Doronila finally sold the
become null and void. x x x Yet, no such written offer was made. x x x"
property to the Social Security System at P3.25 per square meter which
[10]
was the very same price counter-offered by the Social Security System and
In equity, however, the Court notes that petitioner had diligently taken
accepted by him in July, 1967 when he alone was dealing exclusively with
steps to bring back together respondent Doronila and the SSS, among
the said buyer long before Prats came into the picture but that on the other
In July, 1967, prior to February 14, 1968, respondent Doronila had offered
per square meter, although such finalization was after the expiration of
Prats' extended exclusive authority. Still, such price was higher than that
negotiations were made by Doronila with the SSS. The SSS did not then
Under the circumstances, the Court grants in equity the sum of One
Hundred Thousand Pesos (P100,000.00) by way of compensation for his
efforts and assistance in the transaction, which however was finalized and
consummated after the expiration of his exclusive authority and sets aside
wrote a follow-up letter on April 18, 1968 which was answered by the
Commission with the suggestion that the property be offered directly to the
court.
SSS. Prats wrote the SSS on March 16, 1968, inviting Chairman Ramon
Gaviola, Jr. to discuss the offer of the sale of the property in question to the
SSS. On May 6, 1968, Prats made a formal written offer to the Social
to pay petitioner or his heirs the amount of One Hundred Thousand Pesos
P6.00 per square meter. Doronila received on May 17, 1968 from the SSS
42
SECOND DIVISION
G.R. No. 94753, April 07, 1993
43
The amended petition[3] admitted by this Court sought relief from this
Courts Resolution abovequoted. In the alternative, petitioner begged leave
of court to re-file its Petition for Certiorari[4] (G.R. No. 78898) grounded on
the allegation that petitioner was deprived of its opportunity to be heard.
DECISION
The facts as found by the appellate court, revealed that petitioner herein
CAMPOS, JR., J.:
Petitioner Manotok Brothers., Inc., by way of the instant Petition docketed
as G.R. No. 94753 sought relief from this Courts Resolution dated May 3,
1989, which reads:
G.R. No. 78898 (Manotok Brothers, Inc. vs. Salvador Saligumba and Court
of Appeals). - Considering the manifestation of compliance by counsel for
petitioner dated April 14, 1989 with the resolution of March 13, 1989 which
required the petitioner to locate private respondent and to inform this
Court of the Present address of said private respondent, the Court Resolved
was granted to him for 120 more days, as evidenced by another letter [7]
[3]
Acting on said Petition, this Court in a Resolution [2] dated October 1, 1990
[4]
set aside the entry of judgment made on May 3, 1989 in case G.R. No.
78898; admitted the amended petition; and issued a temporary restraining
order to restrain the execution of the judgment appealed from.
[5]
[1]
[6]
[2]
[7]
44
Finally, through another letter[8] dated November 16, 1967, the corporation
commission only if the sale was consummated and the price paid within
the period given in the respective letters of authority; and (2) private
respondent to finalize and consummate the sale of the property to the City
respondent was not the person responsible for the negotiation and
of Manila for not less than P410,000.00. With this letter came another
The Municipal Board of the City of Manila eventually, on April 26, 1968,
passed Ordinance No. 6603, appropriating the sum of P410,816.00 for the
purchase of the property which private respondent was authorized to sell.
Said ordinance however, was signed by the City Mayor only on May 17,
1968, one hundred eighty three (183) days after the last letter of
recounted that it first began at a meeting with Rufino Manotok at the office
authorization.
On January 14, 1969, the parties signed the deed of sale of the subject
precisely to ask private respondent to negotiate the sale of the school lot
purchase price was fully satisfied with a second payment on April 8, 1969
appropriated the money for the purchase of said property, to present the
project. He also went to the Assessors Office for appraisal of the value of
the property. While these transpired and his letters of authority expired,
Rufino Manotok always renewed the formers authorization until the last
This was due to the refusal of petitioner to pay private respondent said
was given, which was to remain in force until May 14, 1968. After securing
amount as the former does not recognize the latters role as agent in the
the report of the appraisal committee, he went to the City Mayors Office,
transaction.
to the City Mayors Office, which thereafter indorsed the same to the
the property. He claimed that it was because of his efforts that the
Ordinance No. 6603 was passed by the Municipal Board for the
the sum for the payment of the property subject of the sale.
received the full payment of the purchase price, but private respondent did
not receive a single centavo as commission.
[8]
45
Huelgas testified to the effect that after being inducted as PTA president in
August, 1967 he followed up the sale from the start with Councilor
Magsalin until after it was approved by the Mayor on May 17, 1968. He also
Acting on said Petition, this Court issued a Minute Resolution [11] dated
said that he came to know Rufino Manotok only in August, 1968, at which
meeting the latter told him that he would be given a gratification in the
It appearing that the abovementioned Resolution was returned unserved
On rebuttal, Atty. Bisbal said that Huelgas was present in the PTA meetings
from 1965 to 1967 but he never offered to help in the acquisition of said
that private respondents last address was the same as that address to
property. Moreover, he testified that Huelgas was aware of the fact that it
was private respondent who was negotiating the sale of the subject
property.
Thereafter, the then Court of First Instance (now, Regional Trial Court)
until payment. The lower court also ordered petitioner to pay private
the said judgment before the court of origin. Upon discovery of said
[9]
petitioner then instituted this instant Petition for Relief, on August 30,
[10]
[9]
[11]
[10]
[12]
46
the alternative, its petition to re-file its Petition for Certiorari (G.R. No.
In its decision in the abovecited case, this Court said, that while it was
78898).
bringing about the sale (prescinding from the fact of expiration of his
In equity, however, the Court notes that petitioner had diligently taken
not succeed in bringing the minds of the purchaser and the vendor to an
xxx
xxx
The court has noted on the other hand that Doronila finally sold the
Private respondent, on the other hand, opposes petitioners position
property to the Social Security System at P3.25 per square meter which
was the very same price counter-offered by the Social Security System and
accepted by him in July, 1967 when he alone was dealing exclusively with
the said buyer long before Prats came into the picture but that on the other
At first sight, it would seem that private respondent is not entitled to any
per square meter, although such finalization was after the expiration of
the parties, for the sole reason that when the Deed of Sale was finally
xxx
executed, his extended authority had already expired. By this alone, one
Under the circumstances, the Court grants in equity the sum of One
might be misled to believe that this case squarely falls within the ambit of
efforts and assistance in the transaction, which however was finalized and
commission until he has successfully done the job given to him. [13]
Going deeper however into the case would reveal that it is within the
coverage of the exception rather than of the general rule, the exception
being that enunciated in the case of Prats vs. Court of Appeals.[14] In the
said case, this Court ruled in favor of claimant-agent, despite the
expiration of his authority, when a sale was finally consummated.
xxx
(Underscoring supplied.)
From the foregoing, it follows then that private respondent herein, with
more reason, should be paid his commission. While in Prats vs. Court of
Appeals, the agent was not even the efficient procuring cause in bringing
about the sale, unlike in the case at bar, it was still held therein that the
agent was entitled to compensation. In the case at bar, private respondent
[13]
is the efficient procuring cause for without his efforts, the municipality
[14]
[15]
47
would not have anything to pass and the Mayor would not have anything
While it may be true that Filomeno Huelgas followed up the matter with
to approve.
Councilor Magsalin, the author of Municipal Ordinance No. 6603 and Mayor
Villegas, his intervention regarding the purchase came only after the
In an earlier case,
[16]
ordinance had already been passed -- when the buyer has already agreed
and causal connection between the agents efforts and labor and the
to the purchase and to the price for which said property is to be paid.
Without the efforts of private respondent then, Mayor Villegas would have
nothing to approve in the first place. It was actually private respondents
We agree with respondent Court that the City of Manila ultimately became
labor that had set in motion the intervention of the third party that
authorization was still in force. Moreover, the approval by the City Mayor
came only three days after the expiration of private respondents authority.
It is also worth emphasizing that from the records, the only party given a
SO ORDERED.
[16]
[17]
48
FIRST DIVISION
G.R. No. 95909, August 16, 1991
UNILAND RESOURCES, PETITIONER, VS. DEVELOPMENT BANK OF THE
PHILIPPINES,* RESPONDENT.  
DECISION
GANCAYCO, J.:
In the law on agency, it is elementary that when the main transaction
between the principal parties does not materialize, the claim for
commission of the duly authorized broker is disallowed. [1] How about the
instance when the sale was eventually consummated between parties
introduced by a middleman who, in the first place, had no authority,
express or implied, from the seller to broker the transaction? Should the
interloper be allowed a commission? On these simplified terms rests the
nature of the controversy on which this case turns.
As stated by the respondent Court of Appeals [2] the ambient circumstances
of this case are as follows:
(1) [Petitioner] Uniland Resources is a private corporation engaged in real
estate brokerage and licensed as such (p. 2, Rec.), while [respondent] DBP,
as we all know [sic], is a government corporation engaged in finance and
banking in a proprietary capacity.
(2) Long before this case arose, Marinduque Mining Corporation obtained
a loan from the DBP and as security therefor, mortgaged certain real
[1]
[2]
49
properties to the latter, among them two lots located in Makati, M.M.,
Caltex would expire on May 8, 1987, DBP retrieved the account from APT
described as follows:
and, on the last day for the exercise of its right of redemption, May 8,1987,
redeemed said lots from Caltex for P33,096,321.62 (Exh. "5"), thus
(7)
In preparation for the sale of the two lots in question, DBP called a
formulated (Exh. "3"). Then, on July 30, 1987, the public bidding for the
(b) Lot covered by TCT No. 16279 with 12,355 sq. mts.,
sale of the two lots was held and again, there was only one bidder, the
Clarges Realty Corp. [another affiliate of Glaxo, Philippines], for only the
Marinduque Mining Corp., to Caltex, and the mortgage in favor of DBP was
(8)
the DBP approved the sale of the warehouse lot to Clarges Realty Corp.,
The account of the Marinduque Mining Corp., with the DBP was later
and on November 23, 1987, the proper documentation of the sale was
made (Exh. "D"). As for the office building lot, it was later sold by DBP in a
[No.] 50.
negotiated sale to the Bank of P. I. as trustee for the "Perpetual Care Fund
(3) For failure of the Marinduque Mining Corp. to pay its obligations to
Caltex, the latter foreclosed its mortgage on the aforesaid two lots (pp. 37-
documentation of the sale was made on November 17, 1987 (Exh. "E" and
38, Rec.). APT, on the other hand, to recover its investment on the
submarkings). The DBP admittedly paid the [five percent] broker's fee on
Marinduque Account, offered for sale to the public through DBP its right of
this sale to the DBP Management Corporation, which acted as broker for
redemption on said two lots by public bidding (Exhs. "1" and "2").
(9)
redeemed, the bidding guidelines set by DBP provided that any bid to
two letters [respondent DBP], the first through its Senior Vice President
purchase either of the two lots would be considered only should there be
(Exh. "C"), and the second, through its Vice Chairman (Exh. "4" [sic]),
two bids or a bid for the two items which, when combined, would fully
asking for the payment of its broker's fee in instrumenting the sale of its
(DBP's) warehouse lot to Clarges Realty Corp. The claim was referred to
(5)
The aforesaid bidding was held on May 5, 1987 with only one
Notwithstanding that there was no bidder for the office building lot,
bidder, the Counsel Realty Corp. [an affiliate of Glaxo, Philippines, the
client of petitioner], which offered a bid only for the warehouse lot in the
denying [petitioner's] claim (Exh. "5"). Hence, the instant case filed by
(6)
After trial, the lower court, on October 25, 1988, rendered judgment
lots and then offer them for sale, and as its right to redeem said lots from
50
questions of law distinctly set forth may be raised. [8] Such questions have
fee plus Iegal interest thereto (sic) from the filing of the
been defined as those that do not call for any examination of the probative
complaint on February 18, 1988 until fully paid and the sum of
assignment of error would, however, have this Court go over the facts of
On appeal, the Court of Appeals reversed the judgment of the lower court
[4]
Petitioner is now before this Court alleging that the petition "RAISES A
warrant this Court's review of the same. It has been held that the doctrine
that the findings of fact made by the Court of Appeals, being conclusive in
nature, are binding on this Court, applies even if the Court of Appeals was
[6]
of the disparity between the factual conclusions of the trial court and of the
evidence.[10] While the foregoing doctrine is not absolute, petitioner has not
DBP's higher officers sent prior to the bidding and sale, wherein petitioner
sufficiently proved that his case falls under the known exceptions. [11]
[5]
[6]
[7]
[8]
[3]
[9]
[4]
[10]
51
Be that as it may, the Court has perused the assailed decision of the Court
dealings with the DBP, it was always made clear to petitioner that only
accredited brokers may look for buyers on behalf of respondent DBP. This
unfounded. The Court of Appeals has addressed all the factual contentions
Moreover, the findings of the Court of Appeals are consistent with, and
uncertain terms that the arrangement sought did not exist. Article 1869,
therefore, has no room for operation in this case.
latter. The letters sent by petitioner to the higher officers of the DBP and
entity looks for a buyer [and] initiate or promote [sic] the interests of the
accreditation. At best these missives are self-serving; the most that they
prove is that they were sent by petitioner and received by respondent DBP,
the opposite attitude and appreciate that formalities, such as the need for
accreditation, result from the evolution of sound business practices for the
court even when it found in favor of petitioner, there was no express reply
protection and benefit of all parties concerned. They are designed and
[12]
From the very beginning, therefore, petitioner was aware that it had no
Law that no one may contract in the name of another without being
authorized by the latter, unless the former has by law a right to represent
[14]
in contending
that an implied agency existed. Petitioner argues that it "should have been
sq. m. (with warehouse) [sic] by the DBP from the inception.[15] On the
the principal agrees to be bound by the acts of the agent and the latter in
[11]
principal.[18]
[12]
[15]
[13]
[16]
[14]
[17]
52
authority, the transaction that eventually took place. The Court is also
aware that respondent DBP was able to realize a substantial profit from the
well as roughly the proportion, set in Prats, the Court in equity grants
petitioner the sum of One Hundred Thousand Pesos (P100,000.00) for the
reason to believe that the DBP became more confident to venture and
role it played in the transaction between respondent DBP and buyer Glaxo,
redeem the properties from the APT due to the presence of a ready and
into play in this case do not meet the minimum legal standards required
for the existence of an agency relationship and that the award is based
therein as the agent was no longer the efficient procuring cause in bringing
about the sale proceeding from the fact of expiration of his exclusive
authority. There was therefore, no basis in law to grant the relief sought.
efforts and assistance rendered by the agent in the transaction prior to the
pronouncement as to costs.
expiration of his authority. These consist in offering the lot for sale to the
eventual buyer, sending follow-up letters, inviting the buyer to dinner and
SO ORDERED.
[18]
[19]
53
THIRD DIVISION
G.R. No. 115838, July 18, 2002
CONSTANTE AMOR DE CASTRO AND CORAZON AMOR DE CASTRO,
PETITIONERS, VS. COURT OF APPEALS AND FRANCISCO ARTIGO,
RESPONDENTS.
DECISION
the agent as commission. It was appellee who first found Times Transit
Corporation, represented by its president Mr. Rondaris, as prospective
CARPIO, J.:
buyer which desired to buy two (2) lots only, specifically lots 14 and 15.
Before us is a Petition for Review on Certiorari
Decision of the Court of Appeals
[2]
[1]
[3]
Quezon City, Branch 80, in Civil Case No. Q-89-2631. The trial court
disposed as follows:
It was then that the rift between the contending parties soon emerged.
Appellee apparently felt short changed because according to him, his total
54
essentially argue that appellee is selfishly asking for more than what he
agency.
readily concede that it was appellee who first introduced Times Transit
Corp. to them, appellee was not designated by them as their exclusive real
owners of the two lots. The Court of Appeals explained that it is not
estate agent but that in fact there were more or less eighteen (18) others
considering that the first negotiation for the sale where appellee took
active participation failed and it was these other agents who successfully
Third. The Court of Appeals likewise declared that the trial court did not err
brokered in the second negotiation. But despite this and out of appellants
in admitting parol evidence to prove the true amount paid by Times Transit
to the De Castros for the two lots. The Court of Appeals ruled that evidence
aliunde could be presented to prove that the actual purchase price was
P7.05 million and not P3.6 million as appearing in the deed of sale.
pittance when he actually got the lions share of the commission and
mere witness in the deed of sale between the De Castros and Times
worse, he should not have been allowed to get the entire commission.
Transit. The Court of Appeals explained that, the rule that oral evidence is
Furthermore, the purchase price for the two lots was only P3.6 million as
appearing in the deed of sale and not P7.05 million as alleged by appellee.
contract are not bound by it. Besides, Artigo was not suing under the deed
of sale, but solely under the contract of agency. Thus, the Court of Appeals
upheld the trial courts finding that the purchase price was P7.05 million
The Court of Appeals affirmed in toto the decision of the trial court.
First. The Court of Appeals found that Constante authorized Artigo to act as
The Issues
agent in the sale of two lots in Cubao, Quezon City. The handwritten
authorization letter signed by Constante clearly established a contract of
Artigo facilitated the negotiations which eventually led to the sale of the
two lots. Therefore, the Court of Appeals decided that Artigo is entitled to
55
the court in the course of a proceeding that an indispensable party has not
WAIVER, OR ABANDONMENT;
been joined, it is the duty of the court to stop the trial and order the
inclusion of such party.[9]
24 Jan. 84
First Issue: whether the complaint merits dismissal for failure to implead
This is to state that Mr. Francisco Artigo is authorized as our real estate
broker in connection with the sale of our property located at Edsa Corner
New York & Denver, Cubao, Quezon City.
The De Castros argue that Artigos complaint should have been dismissed
for failure to implead all the co-owners of the two lots. The De Castros
claim that Artigo always knew that the two lots were co-owned by
Constante and Corazon with their other siblings Jose and Carmela whom
C.C. de Castro
agent of all the four co-owners, would be paid with funds co-owned by the
four co-owners.
co-owners
56
Constante signed the note as owner and as representative of the other co-
When the law expressly provides for solidarity of the obligation, as in the
compelled to pay the entire obligation.[12] The agent may recover the whole
Castros cannot seek the dismissal of the case for failure to implead the
other co-owners as indispensable parties. The De Castros admit that
Indeed, Article 1216 of the Civil Code provides that a creditor may sue any
agency,
[10]
Art. 1915. If two or more persons have appointed an agent for a common
transaction or undertaking, they shall be solidarily liable to the agent for all
directed against the others, so long as the debt has not been fully
collected.
The solidary liability of the four co-owners, however, militates against the
Thus, the Court has ruled in Operators Incorporated vs. American Biscuit
party in a suit filed by the creditor. Article 1216 of the Civil Code says
the principals in separate acts, provided that they are for the same
that the creditor `may proceed against anyone of the solidary debtors or
The De Castros claim that Artigo was fully paid on June 14, 1985, that is,
Artigo was given his proportionate share and no longer entitled to any
balance. According to them, Artigo was just one of the agents involved in
If the undertaking is one in which several are interested, but only some
create the agency, only the latter are solidarily liable, without prejudice to
assert that Artigo did absolutely nothing during the second negotiation but
the effects of negotiorum gestio with respect to the others. And if the
to sign as a witness in the deed of sale. He did not even prepare the
documents for the transaction as an active real estate broker usually does.
and others are not, only those interested in each transaction shall be liable
for it.[11]
57
to inquire as to the licenses of Prudencio and Castillo. (tsn, April 11, 1991,
policy, morals or good custom is a valid contract, and constitutes the law
[14]
with Artigo is the law between them and both are bound to comply with its
In any event, we find that the 5 percent real estate brokers commission is
reasonable and within the standard practice in the real estate industry for
transactions of this nature.
The mere fact that other agents intervened in the consummation of the
sale and were paid their respective commissions cannot vary the terms of
protest estops him from recovering more than what was actually paid him.
The De Castros cite Article 1235 of the Civil Code which reads:
Art. 1235. When the obligee accepts the performance, knowing its
incompleteness and irregularity, and without expressing any protest or
The alleged `second group of agents came into the picture only during
the so-called `second negotiation and it is amusing to note that these (sic)
second group, prominent among whom are Atty. Del Castillo and Ms.
to a waiver of the balance nor puts him in estoppel. This is the import of
away with the properties because the redemption period of the foreclosed
fraud and deceit. A seller could always pretend rejection of the offer and
wait for sometime for others to renew it who are much willing to accept a
commission far less than the original broker. The immorality in the
instant case easily presents itself if one has to consider that the
this case, it is evident that Artigo merely received the partial payment
Transit and they have not bettered the offer secured by Mr. Artigo
for P7 million.
The De Castros further argue that laches should apply because Artigo did
not file his complaint in court until May 29, 1989, or almost four years later.
It is to be noted also that while Constante was too particular about the
Hence, Artigos claim for the balance of his commission is barred by laches.
unrenewed real estate brokers license of Mr. Artigo, he did not bother at all
58
jurisprudence.
[17]
Artigo disputes the claim that he neglected to assert his rights. He was
Third issue: whether the determination of the purchase price was made in
appointed as agent on January 24, 1984. The two lots were finally sold in
June 1985. As found by the trial court, Artigo demanded in April and July of
The De Castros want the Court to re-examine the probative value of the
[18]
evidence adduced in the trial court to determine whether the actual selling
After it became clear that his demands for payment have fallen on deaf
price of the two lots was P7.05 million and not P3.6 million. The De Castros
appellate court. The De Castros insist that the purchase price is P3.6
brought within ten years from the time the right of action accrues. [19] The
million as expressly stated in the deed of sale, the due execution and
right of action accrues from the moment the breach of right or duty occurs.
From this moment, the creditor can institute the action even as the tenyear prescriptive period begins to run.[20]
The De Castros believe that the trial and appellate courts committed a
mistake in considering incompetent evidence and disregarding the best
The De Castros admit that Artigos claim was filed within the ten-year
evidence and parole evidence rules. They claim that the Court of Appeals
erroneously affirmed sub silentio the trial courts reliance on the various
cause of action is barred by laches. Laches does not apply because only
four years had lapsed from the time of the sale in June 1985. Artigo made a
photocopies that do not satisfy the best evidence rule. Further, these
demand in July 1985 and filed the action in court on May 29, 1989, well
letters covered only the first negotiations between Constante and Times
Transit which failed; hence, these are immaterial in determining the final
unreasonable delay in asserting ones right. The Court has ruled, a delay
purchase price.
should be left where he presently stands. They likewise claim that the
Court of Appeals erred in relying on evidence which were not offered for
D and E were not offered to prove that the purchase price was P7.05
59
Million. Finally, they argue that the courts a quo erred in giving credence to
abuse of discretion, such findings must stand, for this court is not expected
the perjured testimony of Artigo. They want the entire testimony of Artigo
submitted by the parties. (Morales vs. Court of Appeals, 197 SCRA 391
outset that he was a licensed real estate broker when he was not.
Whether the actual purchase price was P7.05 Million as found by the trial
We find no reason to depart from this principle. The trial and appellate
the De Castros, is a question of fact and not of law. Inevitably, this calls for
Hence, we find no other recourse but to affirm their finding on the actual
an inquiry into the facts and evidence on record. This we can not do.
purchase price.
the parties, or analyze or weigh the evidence again. [23] This Court is not the
proper
The De Castros claim that Artigo failed to prove that he is entitled to moral
petitioner can only raise questions of law. Our pronouncement in the case
reason except to say that they are the ones entitled to damages since the
case was filed to harass and extort money from them.
At the outset, it is evident from the errors assigned that the petition is
anchored on a plea to review the factual conclusion reached by the
Law and jurisprudence support the award of moral damages and attorneys
fees in favor of Artigo. The award of damages and attorneys fees is left to
petitions for certiorari as a mode of appeal, like this one, only questions of
the sound discretion of the court, and if such discretion is well exercised, as
law distinctly set forth may be raised. These questions have been defined
in this case, it will not be disturbed on appeal. [25] Moral damages may be
as those that do not call for any examination of the probative value of the
Bank of the Philippines, 200 SCRA 751 [1991] citing Goduco vs. Court of
appeals, et al., 119 Phil. 531; Hernandez vs. Court of Appeals, 149 SCRA
gross and evident bad faith in refusing to satisfy the plaintiffs plainly valid,
67). And when this court is asked to go over the proof presented by the
parties, and analyze, assess and weigh them to ascertain if the trial court
courts finding that the defendants lack of good faith and unkind
and the appellate court were correct in according superior credit to this or
that piece of evidence and eventually, to the totality of the evidence of one
party or the other, the court cannot and will not do the same. (Elayda vs.
P45,000.00 in attorneys fees. The amounts are, in our view, fair and
Court of Appeals, 199 SCRA 349 [1991]). Thus, in the absence of any
reasonable. Having found a buyer for the two lots, Artigo had already
showing that the findings complained of are totally devoid of support in the
performed his part of the bargain under the contract of agency. The De
Castros should have exercised fairness and good judgment in dealing with
60
Artigo by fulfilling their own part of the bargain - paying Artigo his 5
Petitioner Manila Remnant Co., Inc. is the owner of the parcels of land
percent brokers commission based on the actual purchase price of the two
lots.
26400, 26401, 30783 and 31986 and constituting the subdivision known as
Capital Homes Subdivision Nos. I and II. On July 25, 1972, Manila Remnant
WHEREFORE, the petition is denied for lack of merit. The Decision of the
and A.U. Valencia & Co. Inc. entered into a written agreement entitled
in toto.
SO ORDERED.
Inc. was to develop the aforesaid subdivision with authority to manage the
sales thereof, execute contracts to sell to lot buyers and issue official
receipts.[1]
At that time the President of both A.U. Valencia and Co. Inc. and Manila
THIRD DIVISION
G.R. No. 82978, November 22, 1990
THE MANILA REMNANT CO., INC., PETITIONER, VS. THE HONORABLE COURT
OF APPEALS AND AND OSCAR VENTANILLA, JR. AND CARMEN GLORIA DIAZ,
C. Ventanilla and Carmen Gloria Diaz for the combined contract price of
RESPONDENTS.
DECISION
FERNAN, C.J.:
Like any other couple, Oscar Ventanilla and his wife Carmen, both faculty
without the knowledge of the Ventanilla couple, sold Lots 1 and 2 of Block
17 again, this time in favor of Carlos Crisostomo, one of his sales agents
tious Crisostomo contracts to Manila Remnant while he kept in his files the
the midst of an ensuing squabble between a subdivision owner and its real
contracts to sell in favor of the Ventanillas. All the amounts paid by the
estate agent.
The facts as found by the trial court and adopted by the Appellate Court
Beginning March 13, 1970, upon orders of Artemio Valencia, the monthly
are as follows:
61
Since Valencia kept the receipts in his files and never transmitted the same
Since A.U. Valencia and Co. failed to forward its collections after May 1973,
Manila Remnant caused on August 20, 1976 the publication in the Times
installments.
informing him that Manila Remnant was terminating its existing collection
with damages against Manila Remnant before the Court of First Instance of
Quezon City. The complaint alleged that Crisostomo had already paid a
[4]
As a
It was not until March 1978 when the Ventanillas, after learning of the
that time had already amounted to P17,925.40 for Lot 1 and P18,141.95
Valencia & Co., decided to stop paying their amortizations to the latter.
The Ventanillas, believing that they had already remitted P37,007.00 for
name of Crisostomo).
[5]
P73,122.35 for the two lots, thereby leaving a balance of P13,531.58 for
On June 8, 1973, A.U. Valencia and Co. sued Manila Remnant before Branch
Lot 1 and P13,540.22 for Lot 2, went directly to Manila Remnant and
offered to pay the entire outstanding balance of the purchase price. [14] To
[6]
of their agency agreement. On June 10 and July 10, 1973, said court
their shock and utter consternation, they discovered from Gloria Caballes,
ordered all lot buyers to deposit their monthly amortizations with the court.
an accountant of Manila Remnant, that their names did not appear in the
[7]
But on July 17, 1973, A.U. Valencia and Co. wrote the Ventanillas that it
records of A.U. Valencia and Co. as lot buyers. Caballes showed the
was still authorized by the court to collect the monthly amortizations and
assurance that said payments would be deposited later in court. [8] On May
Whereupon, Manila Remnant refused the offer of the Ventanillas to pay for
22, 1974, the trial court issued an order prohibiting A.U. Valencia and Co.
the remainder of the contract price because they did not have the
[9]
6, 1976 the same court ordered the Valencia firm to furnish the court with
a complete list of all lot buyers who had already made down payments to
Manila Remnant before December 1972. [10] Valencia complied with the
court's order on August 6, 1974 by submitting a list which excluded the
[11]
62
Remnant, A.U. Valencia and Co. and Carlos Crisostomo before the Court of
While petitioner Manila Remnant has not refuted the legality of the award
of damages per se, it believes that it cannot be made jointly and severally
liable with its agent A.U. Valencia and Co. since it was not aware of the
illegal acts perpetrated nor did it consent or ratify said acts of its agent.
On November 17, 1980, the trial court rendered a decision 1) declaring the
contracts to sell issued in favor of the Ventanillas valid and subsisting and
In the case at bar, the Valencia realty firm had clearly overstepped the
free from all liens and encumbrances; and 3) condemning defendants A.U.
bounds of its authority as agent-- and for that matter, even the law -- when
Valencia and Co. Inc., Manila Remnant and Carlos Crisostomo jointly and
it undertook the double sale of the disputed lots. Such being the case, the
principal, Manila Remnant, would have been in the clear pursuant to Article
1897 of the Civil Code which states that "(t)he agent who acts as such is
attorneys fees. The lower court also added that if, for any legal reason,
the transfer of the lots could no longer be effected, the defendants should
expressly binds himself or exceeds the limits of his authority without giving
P73,122.35 representing the total amount paid for the two lots plus legal
interest thereon from March 1970 plus damages as aforestated. With
However, the unique relationship existing between the principal and the
regard to the cross claim of Manila Remnant against Valencia, the court
agent at the time of the dual sale must be underscored. Bear in mind that
found that Manila Remnant could have not been dragged into this suit
the president then of both firms was Artemio U. Valencia, the individual
directly responsible for the sale scam. Hence, despite the fact that the
Valencia and Co. to pay the Manila Remnant P5,000.00 as moral damages
double sale was beyond the power of the agent, Manila Remnant as
[17]
fact and not having done anything to correct such an irregularity was
Subsequently, Manila Remnant and A.U. Valencia and Co. elevated the
deemed to have allowed its agent to act as though it had plenary powers.
"Even when the agent has exceeded his authority, the principal is solidarily
spouses are valid and subsisting. The only issue remaining is whether or
liable with the agent if the former allowed the latter to act as though he
not petitioner Manila Remnant should be held solidarily liable together with
A.U. Valencia and Co. and Carlos Crisostomo for the payment of moral,
exemplary damages and attorney's fees in favor of the Ventanillas.[18]
63
the Times Journal came three years after Manila Remnant had revoked its
innocent persons. In such a situation, both the principal and the agent
[20]
Moreover, Manila Remnant also failed to check the records of its agent
Authority by estoppel has arisen in the instant case because by its
immediately after the revocation of the agency contract despite the fact
negligence, the principal, Manila Remnant, has permitted its agent, A.U.
Valencia and Co., to exercise powers not granted to it. That the principal
Manila Remnant could and should have devised a system whereby it could
monitor and require a regular accounting from A.U. Valencia and Co., its
agent. Not having done so, Manila Remnant has made itself liable to those
Firstly, Manila Remnant literally gave carte blanche to its agent A.U.
who have relied on its agent and the representation that such agent was
Valencia and Co. in the sale and disposition of the subdivision lots. As a
Even assuming that Manila Remnant was as much a victim as the other
"7. That all payments whether deposits, down payment and monthly
exclusive responsibility and at the risk of the vendee and any and all such
to properly supervise and control the affairs of its agent and to adopt the
receipts therefor shall have been duly signed by the vendors duly
Manila Remnant is considered estopped from pleading the truth that it had
Indeed, once Manila Remnant had been furnished with the usual copies of
the contracts to sell, its only participation then was to accept the
collections and pay the commissions to the agent. The latter had complete
A final word. The Court cannot help but be alarmed over the reported
[21]
by allowing their own agents to "buy" lots in their names in the hope of
Secondly, it is evident from the records that Manila Remnant was less than
reselling the same at a higher price to the prejudice of bona fide lot buyers,
as precisely what the agent had intended to happen in the present case.
Manila Remnant failed to take immediate steps to avert any damage that
64
THIRD DIVISION
G.R. No. 95641, September 22, 1994
SANTOS B. AREOLA AND LYDIA D. AREOLA, PETITIONERS-APPELLANTS, VS.
COURT OF APPEALS AND PRUDENTIAL GUARANTEE AND ASSURANCE, INC.,
RESPONDENTS-APPELLEES.
DECISION
ROMERO, J.:
On June 29, 1985, seven months after the issuance of petitioner Santos
Areola's Personal Accident Insurance Policy No. PA-20015, respondent
insurance company unilaterally cancelled the same since company records
revealed that petitioner-insured failed to pay his premiums.
On August 3, 1985, respondent insurance company offered to reinstate
same policy it had previously cancelled and even proposed to extend its
lifetime to December 17, 1985, upon a finding that the cancellation was
erroneous and that the premiums were paid in full by petitioner-insured but
65
branch manager.
These, in brief, are the material facts that gave rise to the action for
capital letters:
receipt. If our official receipt is not received by you within 7 days, please
notify us."[4]
(1) Did the erroneous act of cancelling subject insurance policy entitle
On June 29, 1985, respondent insurance company, through its Baguio City
manager, Teofilo M. Malapit, sent petitioner-insured Endorsement No. BG002/85 which "cancelled flat" Policy No. PA BG-20015 "for non-payment of
such error, obliterate whatever liability for damages it may have to bear,
insured, Santos Areola, a lawyer from Dagupan City, bought, through the
cancellation of the policy was a mistake but he would personally see to its
covering the one-year period between noon of November 28, 1984 and
company a letter demanding that he be insured under the same terms and
its receipt of his letter, or that the current commercial rate of increase on
the payment he had made under provisional receipt No. 9300 be returned
within five days.[6] Areola also warned that should his demands be
and if our Official Receipts is (sic) not received by you within 7 days please
informing him that the "partial payment" of P1,000.00 he had made on the
notify us.
policy had been "exhausted pursuant to the provisions of the Short Period
66
Rate Scale" printed at the back of the policy. Malapit warned Areola that
should he fail to pay the balance, the company's liability would cease to
its omission by reinstating the cancelled policy prior to the filing of the
operate.
[7]
has a cause of action against it. It insists that it cannot be held liable for
III, wrote Areola a letter dated July 25, 1985 stating that the company was
verifying whether the payment had in fact been remitted to said company
and why no official receipt had been issued therefor. Ampil emphasized
that the official receipt should have been issued seven days from the
issuance of the provisional receipt but because no official receipt had been
issued in Areola's name, there was reason to believe that no payment had
been made. Apologizing for the inconvenience, Ampil expressed the
company's concern by agreeing "to hold you cover (sic) under the terms of
the referenced policy until such time that this matter is cleared."
[8]
P10,000.00; and
December 17, 1985 or one year from the date when payment was
policy, having done so only after seven months from the time that it had
taken force and effect and despite the fact of full payment of premiums
and other charges on the issued insurance policy. Cancellation from the
date of the policy's inception, explained the lower court, meant that the
protection sought by petitioner-insured from the risks insured against was
The letter was personally delivered by Carlito Ang to Areola on August 13,
1985[10] but unfortunately, Areola and his wife, Lydia, as early as August 6,
1985 had filed a complaint for breach of contract with damages before the
disclaimed any liability because technically, the petitioner could not have
lower court.
been considered insured. Consequently, the trial court held that there was
breach of contract on the part of respondent insurance company, entitling
67
Prudential liable for the cancellation of the insurance contract which was
admittedly caused by the fraudulent acts and bad faith of its own officers.
policy.
II
the decision of the trial court, convinced that the latter had erred in finding
abused its discretion in ruling that the defenses of good faith and honest
mistake can co-exist with the admitted fraudulent acts and evident bad
faith.
III
that even without considering the fraudulent acts of its own officer in
insurance policy was done with bad faith and/or gross negligence and
wanton attitude amounting to bad faith, because among others, it was Mr.
Malapit - the person who committed the fraud - who sent and signed the
notice of cancellation.
IV
paid the premium; (b) the letter of August 3, 1985 confirming that the
premium had been paid on December 17, 1984; (c) the reinstatement of
the policy with a proposal to extend its effective period to December 17,
that respondent insurance company even relieved Malapit, its Baguio City
the Court of Appeals denied. Hence, this petition for review on certiorari
"I
68
"ART. 1910. The principal must comply with all the obligations which the
As for any obligation wherein the agent has exceeded his power, the
liability could result therefrom. The fact that private respondent insurance
the same.
company was itself defrauded due to the anomalies that took place in its
Baguio branch office, such as the non-accrual of said premiums to its
account, does not free the same from its obligation to petitioner Areola. As
"A bank is liable for wrongful acts of its officers done in the interests of the
petitioner-insured to all his rights under the policy. Hence, whatever cause
of action there might have been against it, no longer exists and the
capacity but not for acts outside the scope of their authority. A bank
holding out its officers and agent as worthy of confidence will not be
permitted to profit by the frauds they may thus be enabled to perpetrate in
the apparent scope of their employment; nor will it be permitted to shirk its
responsibility for such frauds, even though no benefit may accrue to the
latters' acts are considered as its own for which it can be held to account.
business by an agent acting within the general scope of his authority even
[11]
though, in the particular case, the agent is secretly abusing his authority
[12]
branch. It is beyond doubt that he represented its interests and acted in its
behalf. His act of receiving the premiums collected is well within the
for the fraudulent acts committed by Malapit that gave occasion to the
reinstating the insurance policy can not obliterate the injury inflicted on
particularly under Article 1910 of the Civil Code, is bound by the acts of its
agent.
69
and in which each party is both a debtor and a creditor of the other, such
that the obligation of one is dependent upon the obligation of the other. [15]
was inflicted on petitioner Areola at the time the insurance policy was
debtor between the parties arose from a common cause: i.e., by reason of
produced no actual present loss of any kind, or where there has been a
[16]
the
the decision of the Court of Appeals in CA-GR. No. 16902 on May 31, 1990,
REVERSED. The decision of Branch 40, RTC Dagupan City, in Civil Case No.
upon him. However, said article entitles the injured party to payment of
court a quo; and (b) that in the satisfaction of the damages awarded
SO ORDERED.
70