Escolar Documentos
Profissional Documentos
Cultura Documentos
yen
aj.amin.cha.janz.krizel.paco.vien.yen
the International Films (China), Ltd., through its said agent, leased
the film entitled "Monte Carlo Madness" to the defendant company,
the Lyric Film Exchange, Inc.,
After the case had been referred to O'Malley, Vicente Albo's chief,
the former answered that the deposit could not be made inasmuch
as the film in question would not be covered by the insurance
carried by the Lyric Film Exchange, Inc.
ask for the return not only of the film "Monte Carlo Madness" but
also of the films "White Devils" and "Congress Dances".
the Lyric Film Exchange, Inc., returned the films entitled "Congress
Dances" and "White Devils" to Lazarus Joseph, but not the film
ISSUE: whether or not the defendant company, the Lyric Film Exchange,
Inc., is responsible to the plaintiff, International Films (China) Ltd., for the
destruction by fire of the film in question, entitled "Monte Carlo
Madness".
Argument of Plaintiff Company: defendant's failure to return the film
"Monte Carlo Madness" to the former was due to the fact that the period
for the delivery thereof, which expired on June 22, 1933, had been
extended in order that it might be shown in Cebu on August 29 and 30,
1933, in accordance with an understanding had between Lazarus Joseph,
the new agent of the plaintiff company, and the defendant.
Argument of Defendant Company: when it wanted to return the film
"Monte Carlo Madness" to Bernard Gabelman, the former agent of the
plaintiff company, because of the arrival of the date for the return
thereof, under the contract Exhibit C, said agent, not having a safety vault,
requested Vicente Albo, chief of the film department of the defendant
company, to keep said film in the latter's vault under Gabelman's own
responsibility, verbally stipulating at the same time that the defendant
company, as subagent of the International Films (China) Ltd., might show
the film in question in its theaters.
HELD: NO. The defendant company, as subagent of the plaintiff in the
exhibition of the film "Monte Carlo Madness", was not obliged to insure it
against fire, not having received any express mandate to that effect, and it
is not liable for the accidental destruction thereof by fire.
RATIO: It does not appear sufficiently proven that the understanding
had between Lazarus Joseph, second agent of the plaintiff company, and
Vicente Albo, chief of the film department of the defendant company, was
that the defendant company would continue showing said film under the
same contract Exhibit C.
aj.amin.cha.janz.krizel.paco.vien.yen
WON Paz Agudelo y Gonzaga is liable for the lien on lot No. 878, which
was tranferred to her by her niece. YES
ISSUE/HELD:
WON Paz Agudelo y Gonzaga is liable for the payment of the loans
obtained by Mauro A. Garrucho from the Philippine National Bank for the
security of which he constituted a mortgage on the aforesaid real estate
belonging to the defendant-appellant Paz Agudelo y Gonzaga. NO
FACTS:
aj.amin.cha.janz.krizel.paco.vien.yen
whereby the latter undertook to buy copra in the Philippines for the
account of Primateria Zurich, during "a tentative experimental
period of one month from date."
The contract was renewed by mutual agreement. During such
period, plaintiff caused the shipment of copra to foreign countries,
pursuant to instructions from defendant Primateria Zurich, thru
Primateria (Phil.) Inc. referred to hereafter as Primateria
Philippines acting by defendant Alexander G. Baylin and Jose M.
Crame, officers of said corporation.
As a result, the total amount due to the plaintiff was P33,009.71.
This is an action to recover from defendants, the sum of P33,009.71
with interest and attorney's fees of P8,000.00.
CFI Manila Trial: it was proven that the amount due from defendant
Primateria Zurich, on account of the various shipments of copra,
was P31,009.71, because it had paid P2,000.00 of the original claim
of plaintiff. There is no dispute about accounting.
And there is no question that Alexander G. Baylin and Primateria
Philippines acted as the duly authorized agents of Primateria
Zurich in the Philippines. As far as the record discloses, Baylin
acted indiscriminately in these transactions in the dual capacities
of agent of the Zurich firm and executive vice-president of
Primateria Philippines, which also acted as agent of Primateria
Zurich. It is likewise undisputed that Primateria Zurich had no
license to transact business in the Philippines.
For failure to file an answer within the reglementary period,
defendant Primateria Zurich was declared in default.
LOWER COURT: defendant Primateria Zurich liable to the plaintiff
for the sums of P31,009.71, with legal interest from the date of the
filing of the complaint, and P2,000.00 as and for attorney's fees; and
absolving defendants Primateria (Phil.), Inc., Alexander G. Baylin,
and Jose M. Crame from any and all liability.
PLAINTIFFS APPEAL: that Primateria Zurich is a foreign
corporation within the meaning of Sections 681 and 69 of the
Corporation Law, and since it has transacted business in the
Philippines without the necessary license, as required by said
provisions, its agents here are personally liable for contracts made
in its behalf. Plaintiff also alleges that the appellees as agents of
Primateria Zurich are liable to it under Art. 18972 of the New Civil
Code
At any rate, the plaintiff could never recover from both the principal
(Primateria Zurich) and its agents. It has been given judgment
against the principal for the whole amount. It asked for such
judgment, and did not appeal from it. It clearly stated that its appeal
concerned the other three defendants.
At any rate, article 1897 does not hold that in cases of excess of
authority, both the agent and the principal are liable to the
other contracting party.
This view of the cause dispenses with the necessity of deciding the
other issues, namely: whether the agent of a foreign corporation
doing business, but not licensed here is personally liable for
contracts made by him in the name of such corporation.
FACTS:
The NPC sued the NY firm, Namerco and the insurance company for
liquidated damages. The TC dismissed the case against the NY firm
as it had no jurisdiction over it. It ordered the respondents to pay
liquidated damages. Meanwhile, Melvin Wallick, the assignee of the
NY firm sued Namerco. But this case the TC dismissed.
2.
3.
aj.amin.cha.janz.krizel.paco.vien.yen
4.
It was NAMERCO that actually solicited the bond from the insurance
company and as earlier explained, NAMERCO is being held liable
under the contract because it virtually acted in its own name. It
became the principal in the performance of the bond. The insurance
company acted as a surety for NAMERCO. Rule is that want of
authority of the person who executes an obligation as the agent or
representative of the principal will not as a general rule, affect the
surety's liability thereon, especially in the absence of fraud, even
though the obligation is not binding on the principal.
NATIONAL BANK & WELCH FAIRCHILD
44 PHIL 780
CHARACTERS:
It was through the efforts of Mr. Fairchild that the consent of the
proper authorities in Washington, D.C. was obtained for the transfer
of the ship to Philippine registry.
While the ship was being delivered to the agent of the buyer in San
Francisco (Welch & Co., I think), it was found out that it needed
repairs before it could be transported to the Philippines. It also
became impracticable to deliver the bill of sale and insurance
money to Anglo-London and Paris National Bank, PNBs agent in
San Francisco which was supposed to deliver the purchase money
(Ignore the agency between PNB ang Anglo-London. Not the subject
agency in this case.).
After the repair of the ship, it was insured by Welch & Co to the
value of $150,000 and was dispatched on its voyage to the Phils.
The vessel encountered a storm off the Island in Hawaii and became
a total loss.
When the insurance was taken out to cover the voyage to Manila, no
policy was issued by any insurer; but the insurance was placed by
Welch & Co. of San Francisco, upon the instructions of Welch,
Fairchild & Co., as agents of the Compaa Naviera, and it was taken
out in the ordinary course of business to protect the interests of all
parties concerned. (copy-paste)
ISSUE/HELD:
WON PNB could collect from Welch, Fairchild & Co. YES.
RATIO: (copy-paste)
While it is true that an agent who acts for a revealed principal in the
making of a contract does not become personally bound to the other
party in the sense that an action can ordinarily be maintained upon
such contract directly against the agent (art. 1725, Civ. Code), yet
that rule clearly does not control this case; for even conceding that
the obligation created by the letter of August 8, 1918, was directly
binding only on the principal, and that in law the agent may stand
apart therefrom. yet it is manifest upon the simplest principles of
jurisprudence that one who has intervened in the making of a
contract in the character of agent cannot be permitted to intercept
and appropriate the thing which the principal is bound to deliver,
and thereby make performance by the principal impossible. The
agent in any event must be precluded from doing any positive act
that could prevent performance on the part of his principal. This
much, ordinary good faith towards the other contracting party
requires. The situation before us in effect is one where,
notwithstanding the promise held out jointly by principal and agent
in the letters of August 8 and 10, 1918, the two have conspired to
make an application of the proceeds of the insurance entirely
contrary to the tenor of said letters. This cannot be permitted.
aj.amin.cha.janz.krizel.paco.vien.yen
own benefit, and not incurred for the benefit of his principal,
VARGAS this is UNTENABLE!3
Secondly, the fact that the agent GRUPE has also bound himself
to pay the debt does not necessarily mean that he did so for his
own interest and not for the benefit of his principal. Such act
on the part of GRUPE, as a matter of fact, redounds to the
benefit of VARGAS because GRUPEs personal involvement in
the payment of the debt served as an additional security
therefor. In effect, VARGAs aim to secure the debt has been
practically assured because his creditor had more than
adequate securities for its payment
D.
E.
Under Art 154 of the Civil Code, which was in force at the time
of the death of VARGAS, OROZCO had the parental authority
over her children and consequently the legal representation of
their persons and property. It can not be said, therefore, that
they were not properly represented at the trial. Furthermore,
ISSUES: WON the mortgage over the house and lot is valid. WON OROZCO
is liable to pay TUASON
HELD: YES. YES. Trial courts judgment is AFFIRMED. OROZCO is ordered
to pay TUASON the sum of P2,200, together with interest thereon until
the debt shall have been fully discharged, plus costs.
RATIO:
A. OROZCOs bare denial of ever receiving the P2,200 cannot overcome
the convincing proof to the contrary as presented by TUASON
(1) She was one of the parties to that debt instrument and signed
it this necessarily implies an admission on her part that the
statements in the agreement relating to her are true
(2) She also personally intervened in the execution of the
mortgage and there she attested that the mortgage had been
created with her knowledge and consent this furthers the
assumption that she had received that amount and that for the
purpose of securing its payment, the mortgage was executed
(3) In addition, OROZCO also wrote TUASONs attorneys
promising to pay the debt. She confirmed the authenticity of
this letter! this puts beyond doubt the truth of her receiving
the money
(4) 13 years had elapsed since she signed the mortgage deed.
During all this time she never denied having received the
money. The only explanation for this is that she actually
received the money as set forth in the debt instrument!
*The fact that OROZCO received the money from her husband's agent and
not from the creditor directly does not affect the validity of the mortgage.
Nowhere does it appear in the agency contract that the money loaned
was to be delivered to her by the creditor himself and not through the
agent or any other person. The important thing was that she should have
received the money
B.
3 This is the only relevant part for our purposes. The rest you can
aj.amin.cha.janz.krizel.paco.vien.yen
CERVANTES v. CA
304 SCRA 25
FACTS:
4 days before the expiry date of subject ticket, Cervantes used it.
Upon his arrival in LA on the same day, he immediately booked his
LA-Manila return ticket with the PAL office, and it was confirmed
for the April 2, 1990 flight.
Upon learning that the same PAL plane would make a stop-over in
San Francisco, Cervantes made arrangements with PAL for him to
board the flight In San Francisco instead of boarding in Las Angeles.
The plane ticket itself provides that it is not valid after March 27,
1990. It is also stipulated in paragraph 8 of the Conditions of
Contract4.
8. This ticket is good for carriage for one year from date of issue, except
as otherwise provided in this ticket, in carrier's tariffs, conditions of
carriage, or related regulations. The fare for carriage hereunder is subject
to change prior to commencement of carriage. Carrier may refuse
transportation if the applicable fare has not been paid.
when the terms are clear and leave no doubt as to the intention of
the contracting parties, contracts are to be interpreted according to
their literal meaning."
He was aware of the risk that his ticket could expire, as it did, before
he returned to the Philippines. The 2 employees did not extend the
validity of the ticket. Both had no authority to do so. Cervantes
knew this from the very start when he called up the Legal
Department of PAL in the Philippines before he left for US. He knew
that to secure an extension, he would have to file a written request
for extension at the PAL's office in the Philippines. Despite this
knowledge, Cervantes persisted to use the ticket in question.
Since the PAL agents are not privy to the said Agreement and
Cervantes knew that a written request to the legal counsel of PAL
was necessary, he cannot use what the PAL agents did to his
advantage. The said agents acted without authority when they
confirmed the flights of the petitioner.
The question of whether there was authority on the part of the PAL
employees was acted upon by the trial court when was presented as
a witness and the depositions of the PAL employees, Georgina M.
Reyes and Ruth Villanueva, were presented.
(3) In awarding moral damages for breach of contract of carriage, the
breach must be wanton and deliberately injurious or the one
responsible acted fraudulently or with malice or bad faith.
Cervantes knew there was a strong possibility that he could not use
the subject ticket, so much so that he bought a back-up ticket to
ensure his departure. Should there be a finding of bad faith, we are
of the opinion that it should be on Cervantes. What the employees of
PAL did was one of simple negligence
Neither can the claim for exemplary damages be upheld. Such kind
of damages is imposed by way of example or correction for the
public good, and the existence of bad faith is established. The
wrongful act must be accompanied by bad faith, and an award of
damages would be allowed only if the guilty party acted in a
wanton, fraudulent, reckless or malevolent manner. There is no
showing that PAL acted in such a manner. An award for attorney's
fees is also improper.
The Petition is DENIED and the decision of the Court of Appeals AFFIRMED
in toto.
SMITH BELL v. SOTELO
44 PHIL 874
*from ADAPT 2009
FACTS:
On August 1918, Smith, Bell and Co. (Company), and Vicente Sotelo
(Sotelo), entered into a contract where the Company obligated itself
to sell and Sotelo to buy 2 steel tanks (P21,000 total), 2 expellers
(P25,000 each), and two electric motors (P2,000 each). With
respect to delivery dates, the stipulations were:
2 tanks
Within 3 or 4 mos., no obligation on the
Companys part
2 expellers
September 1918 or as soon as possible
2 electric motors
Within 90 days, not guaranteed
Arrival dates:
2 tanks
2 expellers
2 electric motors
Sotelo refused to receive and pay. The Company sued him. Sotelo
countered that the deliveries were late and made counterclaims
against the Company. The lower court absolved Sotelo with regards
to the tanks and the motors, but ordered him to receive and pay for
the expellers. Both parties appealed.
Issue: WON the Company has fulfilled its obligation to deliver in due
time.
aj.amin.cha.janz.krizel.paco.vien.yen
Allegations of plaintiffs:
o they were surprised to discover that the property was
mortgaged to pay personal loans obtained by Aquino from the
Bank solely for personal use and benefit of Aquino;
o the mortgagor in the deed was defendant Aquino instead of
plaintiff Gallardo
o correspondence relative to the mortgage was sent to Aquino's
address at "Sta. Isabel, Calabanga, Camarines Sur" instead of
Gallardo's postal address at Las Pias, Metro Manila;
o defendant Aquino, in the real estate mortgage, appointed
defendant Rural Bank as attorney in fact, and in case of judicial
foreclosure as receiver with corresponding power to sell and
that although without any express authority from Gallardo,
defendant Aquino waived Gallardo's rights under Section 12,
Rule 39, of the Rules of Court and the proper venue of the
foreclosure suit.
ISSUE: validity of the Deed of Real Estate Mortgage dated August 26,
1981, executed by Rufino S. Aquino, as attorney-in-fact of Ederlinda
Gallardo, in favor of the Rural Bank of Bombon (Cam. Sur), Inc.
HELD: Aquino's act of signing the Deed of Real Estate Mortgage in his
name alone as mortgagor, without any indication that he was signing for
and in behalf of the property owner, Ederlinda Gallardo, bound himself
alone in his personal capacity as a debtor of the petitioner Bank and not
as the agent or attorney-in-fact of Gallardo.
RATIO:
The three (3) promissory notes respectively dated August 31, 1981,
September 23, 1981 and October 26, 1981, were each signed by
Rufino Aquino on top of a line beneath which is written "signature
of mortgagor" and by Bibiana P. Aquino on top of a line under which
is written "signature of spouse," without any mention that execution
thereof was for and in behalf of the plaintiff as mortgagor. It results,
borne out from what were written on the deed, that the amounts
were the personal loans of defendant Aquino. As pointed out by the
appellant, Aquino's wife has not been appointed co-agent of
defendant Aquino and her signature on the deed and on the
promissory notes can only mean that the obligation was personally
incurred by them and for their own personal account.
The plaintiffs are defendant's father and mother who allege that
during his administration, the defendant acquired the property
claimed in the Complaint in his capacity as plaintiffs' administrator
with their money and for their benefit.
aj.amin.cha.janz.krizel.paco.vien.yen
On July, 1914, the defendant bought it in his own name from the
Pacific Commercial Co., and afterwards, registered it at the Custom
House. But this does not necessarily show that the defendant
bought it for himself and with his own money, as he claims. This
transaction was within the agency which he had received from the
plaintiffs. The fact that he has acted in his own name may be only, as
we believe it was, a violation of the agency on his part. It was bought
with their money and for them (Plaintiffs) is supported by the fact
that, immediately after its purchase, the launch had to be repaired
at their expense, although said expense was collected from the
defendant. If the launch was not bought for the plaintiffs and with
their money, it is not explained why they had to pay for its repairs.
By this agency the plaintiffs herein clothed the defendant with their
representation in order to purchase the launch in question.
However, the defendant acted without this representation and
bought the launch in his own name thereby violating the agency. If
the result of this transaction should be that the defendant has
acquired for himself the ownership of the launch, it would be
equivalent to sanctioning this violation and accepting its
consequences. If the defendant contracted the obligation to buy the
launch for the plaintiffs and in their representation, by virtue of the
agency, notwithstanding the fact that he bought it in his own name,
he is obliged to transfer to the plaintiffs the rights he received from
the vendor, and the plaintiffs are entitled to be subrogated in these
rights.
HELD: Yes
There is sufficient evidence to show that its price was paid with plaintiffs'
money.
Defendant's adverse allegation that it was paid with his own money is not
supported by the evidence. The circumstances under which, he says, this
payment has been made, in order to show that it was made with his own
money, rather indicate the contrary. He presented in evidence his checkbook wherein it appears that on March 24, 1916, he issued a check for
P300 and on the 27th of same month another for P400 and he says that
the first installment was paid with said checks. But it results that, in
order to issue the check for P300 on March 24 of that year, he had to
deposit P310 on that same day; and in order to issue the other check for
P400 on the 27th of the same month, he deposited P390 on that same
day. It was necessary for the defendant to make these deposits for on
those dates he had not sufficient money in the bank for which he could
issue those checks. But, in order to pay for the price of the automobile, he
could have made these payments directly with the money he deposited
without the necessity of depositing and withdrawing it on the same day.
If this action shows something, it shows defendant's preconceived
purpose of making it appear that he made the payment with his own
funds deposited in the bank.
WON the court erred in not declaring that the plaintiffs did not
sell to the defendant the casco No. 2545 and that they were its
owners until it was sunk in June, 1916.
HELD: No
RATIO: the SC finds that it belonged to the plaintiffs and that
the latter sold it afterwards to the defendant by means of a
public instrument
2.
3.
HELD: No
RATIO: Concerning the wood, windows and doors given by the plaintiffs
to the defendant and used in the construction of the latter's house on
Calle Real of the Barrio of La Concepcion of the Municipality of Malabon,
Rizal, we find correct the trial Court's decision that they were given to the
defendant as his and his wife's property.
NATIONAL FOOD AUTHORITY v. IAC
184 SCRA 166
FACTS:
In reply, NGA informed plaintiff that it could not grant its request
because the contract to transport the rice was entered into by
aj.amin.cha.janz.krizel.paco.vien.yen
defendant NGA and defendant Medalla who did not disclose that he
was acting as a mere agent of plaintiff .
Thereupon NGA paid defendant Medalla the sum of P25,974.90, for
freight services in connection with the shipment of 8,550 sacks of
rice.
SSC wrote defendant Medalla demanding that he turn over to
plaintiff the amount of P27,000.00 paid to him by NFA (ewan ko
bakit naging F ang G bigla, di sinabi, hahaha).
Medalla, however, "ignored the demand."
Plaintiff was therefore constrained to file the instant complaint
against NFA
LOWER COURT: in favor of the SSC. NFA and Gil Medalla are jointly
and severally liable to pay SSC.
CA: affirmed the judgment of the lower court
ISSUE: WON NFA is liable noting the general rule provided for in Art.
1883 of the Civil Code of the Philippines- YES
RATIO:
Art. 1883. If an agent acts in his own name, the principal has no
right of action against the persons with whom the agent has
contracted; neither have such persons against the principal.
In such case the agent is the one directly bound in favor of the person
with whom he has contracted, as if the transaction were his own,
except when the contract involves things belonging to the principal.
LEGAL ISSUES:
1. WON the CA erred in finding that the Jimenas have a cause of action
against Gold Star Mining Co., as there is no privity of contract
between Gold Star and Jimena.
2. WON the CA erred in condemning Gold Star to pay the sum of
P30,691.92 for violation of an allegedly non-existent injunction.
JUDGMENT: Affirmed.
RATIO DECIDENDI:
1. NO. The existence of a common subject-matter supplies the juridical
link. Jimena repeatedly made demands upon God Star for the
payment of his share of the royalties, but all in vain, so he was
forced to implead Gold Star for having refused to recognize his right.
Furthermore, under such conditions wherein Jimena was
repeatedly denied of his interests, Jimena has an action against Gold
Star, pursuant to Art. 1883, NCC, which provides that the principal
may sue the person with whom the agent dealt with in his (agents)
own name, when the transaction involves things belonging to the
principal.
2.
Eventually, the mining rights over parts of the claims were assigned
by Lincallo to Gold Star Mining Co., Inc., while others were assigned
to Marinduque Iron Mines Agents. Meanwhile, Jimena repeatedly
apprised both mining corporations of his interests over the mining
claims so assigned and/or leased by Lincallo. However, both
corporations ignored his demands. Jimena also demanded Lincallo
for the payment of the P5,800 he gave Lincallo as money to
purchase the mining claims and the lands, but to no avail. Lincallo
did not only fail to settle his accounts with Jimena, he even
transferred about majority of his share in the royalties due from
Gold Star to Gregorio Tolentino, a salaried employee.
FACTS:
Macondray & Co. bought a parcel of land from Sellner. The land was
flooded by high tides, and Macondray became dissatisfied with its
purchase. It then requested Sellner, after the final transfer was
made,to find another buyer because the land was unsuited for use
as a coal-yard, the purpose for which it had been purchased.
When he got back, Barretto told Sellner that he would pay the
purchase price in a day or two if he found the documents
satisfactory.
Monday morning - Young (person from Macondray) formally
notified Sellner that the deal would be off if purchase price was not
paid before 5pm of that afternoon.
Sellner received the check from Barretto on Wednesday morning.
He immediately turned over the amount of P17175 to Macondray,
but mAcondrays manager refused to accept the check and iled this
action, claiming that the sale had been cancelled when the
10
aj.amin.cha.janz.krizel.paco.vien.yen
From the very nature of the transaction it was understood that the
purchaser should have a reasonable time in which to examine the
deed of transfer and the other documents of title, and that
defendant exercising an authority impliedly if not expressly
conferred upon him, gave the purchaser a reasonable time in which
to satisfy himself as to the legality and correctness of the documents
of title. That the company through its manager Young, acquiesced in
and ratified what had been done by defendant in this regard when,
with full knowledge of all the facts, Young advised the defendant,
during Barretto's absence in Tayabas, that the deal must be closed
up without delay on Barretto's return to Manila.
No reason appears, nor had 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 during the earlier
stage of the negotiations, and had changed his mind as to the
desirability of making the sale at the price agreed upon, either
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 for it.
The commission agreed upon was all over P17,175 which the
defendant could secure from the property, and it is clear that
allowing the defendant this commission, and offsetting it against the
unpaid balance of the market value of the land, the plaintiff
company is not entitled to a money judgment against defendant.
(kasi dapat yung damages Is yung actual market value daw)
11
aj.amin.cha.janz.krizel.paco.vien.yen
FACTS:
Danon vs. Antonio A. Brimo and Co. - In all cases, under all and
varying forms of expression, the fundamental and correct doctrine
is, that the duty assumed by the broker is to bring the minds of the
buyer and seller to an agreement for a sale, and the price and terms
on which it is to be made, and until that is done his right to
commission does not accrue.
12
aj.amin.cha.janz.krizel.paco.vien.yen
copy thereof. All they gave this court is their word that said Letter
dated October 28, 1976 does exist, and on that basis, they expect us
to accordingly rule in their favor.
o hypothetically assuming its existence, its alleged content, namely, a
listing of four (4) other prospective buyers, does not at all prove
that the agency contract and authority to sell in favor of
petitioners was renewed or revived after it expired on January
1, 1976.
[AGENCY-RELATED RATIO]
o Petitioners did not succeed in outrightly selling said shares under
the predetermined terms and conditions set out by Araneta, Inc.
They admit that they could not dissuade Stanford from haggling
for a lower price. From September 16, 1975 to January 1,
1976, when petitioners' authority to sell was subsisting, if at
all, petitioners had nothing to show that they actively served
their principal's interests,
o The Court of Appeals cannot be faulted for emphasizing the lapse
of more than one (1) year and five (5) months between the
expiration of petitioners' authority to sell and the consummation
of the sale to Stanford, to be a significant index of petitioners'
non-participation in the really critical events leading to the
consummation of said sale, i.e., the negotiations to convince
Stanford to sell at Araneta, Inc.'s asking price, the finalization of
the terms and conditions of the sale, the drafting of the deed of
sale, the processing of pertinent documents, and the delivery of
the shares of stock to Stanford. Certainly, the lapse of the period
of more than one (1) year and five (5) months between the
expiration of petitioners' authority to sell and the consummation
of the sale, is viewed in the context of the utter lack of evidence of
petitioners' involvement in the negotiations between Araneta,
Inc. and Stanford during that period and in the subsequent
processing of the documents pertinent to said sale.
INFANTE v. CUNANAN
93 PHIL 691
Quick facts: Principal terminated agency after referral of a buyer,
allegedly because of change of mind, but subsequently transacted directly
with the proposed buyer
FACTS:
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 selling the property and succeeded in
making them sign a document stating therein that the written
authority she had given them was already can-celled.
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Doronilla has been trying to sell the said land for a time.
July 17, 1967, SSS replied, asking if there was any possibility if the
price could be reduced to 3.25 pesos per square meter.
July 19, 1967, Doronilla replied saying that he was amenable to the
decrease in price and would sell at 3.25.
Aug. 10, 1967, SSS replied that it would study the sale, and would
reply after it finishes its studies.
Feb 19, 1968, In view of his exclusive option, Prats asked Doronilla
if he could take immediate steps to withdraw any and all papers
pertaining to the property offered to the SSS
Feb 20, 1968, Doronilla wrote a letter to SSS requesting for the
return of all papers concerning the property.
Feb. 27, 1968, SSS replies, asking for a meeting with Doronilla on
Mar 4, 1968
Feb.28 1968, Doronilla replies to SSS, saying that Prats has the
exclusive option and authority to negotiate the sale, thus SSS will
have to communicate directly with Prats.
May 6, 1968, Prats made a formal letter to SSS offering the said lot
for 6 pesos per square meter.
May 17, 1968, Doronilla recieves a telegram from the SSS, saying
that the SSS was considering the purchase of the land.
May 18, 1968, the exclusive option was extended for 15 days, as per
the option agreement that the option shall be extended if there were
negotiations.
May 18, 1968, Prats writes again to SSS offering the same land for
4.50 pesos per square meter.
May 30, 1968. Prats writes to Doronilla, stating that the SSS had
agreed to buy the said land and that the SSS would contact
Doronilla.
June 30, 1968, Doronilla executes the deed of sale to the SSS
September 17, 1968, Prats demands 1.38 million as his fee for
professional services as previously agreed upon in the exclusive
option and authority to negotiate.
ISSUE:
WON Prats is entitled to the 1.38 million for the prefessional services
rendered.
HELD:
No he is not entitled to 1.38 million, the exclusive option to negotiate had
alrady elapsed when Doronilla and SSS perfected their sale.
RATIO:
However, the court notes that Prats had diligently taken steps to
bring back together Doronilla and SSS. He had the two parties meet
in various luncheons, he communicated with the Office of the
Presidential Housing Commission, wrote follow up letters to the
SSS. Thus the Court grates in equity the sum of 100,000 pesos by
way of compensation for Prats' efforts and assistance in the
transaction.
UNILAND RESOURCES v. DBP
200 SCRA 757
FACTS:
The account of the Marinduque Mining Corp., with the DBP was
later transferred to the Assets Privatization Trust (APT) pursuant to
Proclamation No. 50.law library
The aforesaid bidding was held with only one 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
amount of P23,900,000.00. Said bid was thus rejected by DBP.
In preparation for the sale of the two lots in question, DBP called a
pre-bidding conference wherein a new set of bidding guidelines
were formulated.
The public bidding for the sale of the two lots was held and again,
there was only one bidder, the Charges Realty Corp. [another
affiliate of Glaxo, Philippines], for only the warehouse lot and for the
amount of P24,070,000.00, which is slightly higher than the amount
previously offered by Counsel Realty Corp. No bid was submitted
for the office building lot.
Notwithstanding that there was no bidder for the office building lot,
the DBP approved the sale of the warehouse lot to Charges Realty
Corp.
As for the office building lot, it was later sold by DBP in a negotiated
sale to the Bank of P.I. as trustee for the "Perpetual Care Fund of the
Manila Memorial Park" for P17,460,000.00.
The DBP admittedly paid the (five percent) broker's fee on this sale
to the DBP Management Corporation, which acted as broker for said
negotiated sale.
After the aforesaid sale, Uniland, through its President, wrote two
letters to DBP asking for the payment of its broker's fee in
instrumenting the sale of its (DBP's) warehouse lot to Charges
Realty Corp.
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CA: reversed the judgment of the lower court and dismissed the
complaint. The motion for reconsideration filed by petitioner was
also subsequently denied.
The letters sent by petitioner to the higher officers of the DBP and
the APT are merely indicative of petitioner's desire to secure such
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,
which clearly never agreed to be bound thereto.
RE: Implied agency noting Article 1869 of the new Civil Code
UNILAND argues that it "should have been stopped,
disauthorized and outrightly prevented from dealing by the
DBP from the inception." On the contrary, these steps were
never necessary.
In the course of petitioner's 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 is not a
situation wherein a third party was prejudiced by the refusal
of respondent DBP to recognize petitioner as its broker.
The controversy is only between the DBP and petitioner, to
whom it was emphasized in no uncertain terms that the
arrangement sought did not exist. Article 1869, therefore, has
no room for operation in this case.
FACTS:
It was agreed that de Leon will vacate his house in September as his
house is part of the purchase price. It was later moved to December
as de Leon's wife was pregnant. It was also agreed that Vicente
could stay in the property until June 1956.
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2.
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