Escolar Documentos
Profissional Documentos
Cultura Documentos
For the principal to confer the right upon an agent to sell real estate, a power of attorney must so express the powers
of the agent in clear and unmistakable language
Based on the foregoing, it is not difficult to conclude, in principle, that the sale made by Eufemia, Isabelita and her
two brothers to the Pahuds sometime in 1992 should be valid only with respect to the 4/8 portion of the subject
property. The sale with respect to the 3/8 portion, representing the shares of Zenaida, Milagros, and Minerva, is void
because Eufemia could not dispose of the interest of her co-heirs in the said lot absent any written authority from the
latter, as explicitly required by law. This was, in fact, the ruling of the CA.
While the sale with respect to the 3/8 portion is void by express provision of law and not susceptible to ratification,31 we
nevertheless uphold its validity on the basis of the common law principle of estoppel. SPOUSES FERNANDO & LOURDES VILORIA
Art. 1431. Through estoppel an admission or representation is rendered conclusive upon the person making it, and vs. CONTINENTAL AIRLINES, INC. (CAI), GR No. 188288 (16 January 2012)
cannot be denied or disproved as against the person relying thereon.
True, at the time of the sale to the Pahuds, Eufemia was not armed with the requisite special power of attorney to FACTS
dispose of the 3/8 portion of the property.
however, they admitted that they had indeed sold 7/8 of the property to the Pahuds sometime in 1992.33 Thus, the Fernando agreed to buy airline tickets on board CAI after Margaret Mager of Holiday Travel (HT) agency informed him
previous denial was superseded, if not accordingly amended, by their subsequent admission. that there were no available seats at Amtrak. Subsequently, Fernando requested Mager to reschedule their flight.
hey opted to remain silent and left the task of raising the validity of the sale as an issue to their co-heir, Virgilio, who Mager informed him that flights to Newark, New Jersey, USA via CAI were fully booked and offered the alternative
is not privy to the said transaction flight via Frontier Air. Since alternative flight would be more costly and would mean traveling by night, Fernando opted
to request for a refund. Mager denied his request as said tickets were non-refundable. When Fernando saw an Amtrak
By their continued silence, Zenaida, Milagros and Minerva have caused the Pahuds to believe that they have indeed station nearby, he made inquiries and was told that there were seats available anytime. Fernando confronted Mager
clothed Eufemia with the authority to transact on their behalf. Clearly, the three co-heirs are now estopped from with the Amtrak tickets, telling her that she had misled them into buying CAI tickets by misrepresenting that Amtrak
impugning the validity of the sale from assailing the authority of Eufemia to enter into such transaction. was already fully booked. Fernando reiterated his demand for a refund but Mager denied it.
Belaraminos cannot argued that they purchased the property in good faith. Fernando sent a letter to CAI demanding a refund. Continental Micronesia denied his request and advised him that he
may take said tickets to any CAI ticketing location for re-issuance of new tickets. When Fernando went to CAI’s
WHEREFORE, premises considered, the April 23, 2003 Decision of the Court of Appeals as well as its October 8, 2003 ticketing office to have the tickets replaced by a single round trip ticket to Los Angeles under his name, he was
Resolution in CA-G.R. CV No. 59426, are REVERSED and SET ASIDE. informed that Lourdes’ ticket was non-transferable, thus, cannot be used for the purchase of a ticket in his favor.
sale made by respondent Virgilio San Agustin to respondent spouses Isagani Belarmino and Leticia Ocampo is valid Sps. Viloria filed a complaint against CAI. CAI interposed, among other things, that it should not be liable for Mager’s
only with respect to the 1/8 portion of the subject property acts because she was not a CAI employee. Citing Articles 1868 and 1869 of the Civil Code, RTC-Antipolo City ruled
that Mager was CAI’s agent, hence, bound by her bad faith and misrepresentation.
On appeal, the Court of Appeals (CA) reversed RTC-Antipolo City’s decision and ruled that CAI cannot be held liable
for Mager’s act in the absence of any proof that a principal-agent relationship existed between CAI and HT, as the
contract was not an agency but that of a sale. Hence, this petition.
ISSUE
Whether or not a principal-agent relationship existed between CAI and Holiday Travel; and assuming that an agency
relationship existed between the two, would CAI be bound by the acts of HT’s agents and employees such as Mager?
HELD
Yes. SC ruled that there was principal-agent relationship because all the elements of an agency1 existed between CAI
and HT. The first and second elements were present as CAI did not deny that it concluded an agreement with HT,
whereby the latter would enter into contracts of carriage with third persons on CAI’s behalf. The third element was
present as it was undisputed that HT merely acted in a representative capacity and it was CAI and not HT who was
bound by the contracts of carriage entered into by the latter on its behalf. The fourth element was also present
considering that CAI had not made any allegation that HT exceeded the authority that was granted to it. In fact, CAI
1 The essential elements of agency are: (1) there is consent, express or implied of the parties to establish the relationship; Agency is basically personal, representative, and derivative in nature. The authority of the agent to act emanates from the
(2) the object is the execution of a juridical act in relation to a third person; (3) the agent acts as a representative and not powers granted to him by his principal; his act is the act of the principal if done within the scope of the authority. Qui facit
for himself, and (4) the agent acts within the scope of his authority. per alium facit se. "He who acts through another acts himself." As categorically provided under Article 1869 of the Civil
Code, "[a]gency may be express, or implied from the acts of the principal, from his silence or lack of action, or his failure to
repudiate the agency, knowing that another person is acting on his behalf without authority."
consistently maintained validity of the contracts of carriage that HT executed with Sps. Viloria and that Mager was not G.R. No. 144805 June 8, 2006
guilty of fraudulent misrepresentation. LINTONJUA, JR. vs. ETERNIT CORPORATION
SC, as early as 1970, had already formulated the guidelines that would aid in differentiating the two contracts. In Facts: The Eternit Corporation (EC) manufactures roofing materials and pipe products. Ninety (90%) percent of the
Commissioner of Internal Revenue v. Constantino, SC extrapolated that the primordial differentiating consideration shares of stocks of EC were owned by Eteroutremer S.A. Corporation (ESAC), a corporation registered under the laws
between the two contracts is the transfer of ownership or title over the property subject of the contract. In an agency, of Belgium. Glanville was the General Manager and President of EC, while Delsaux was the Regional Director for Asia
the principal retains ownership and control over the property and the agent merely acts on the principal’s behalf and of ESAC. In 1986, because of the political situation in the Philippines the management of ESAC wanted to stop its
under his instructions in furtherance of the objectives for which the agency was established. On the other hand, the operations and to dispose the land in Mandaluyong City. They engaged the services of realtor/broker Lauro G. Marquez.
contract is clearly a sale if the parties intended that the delivery of the property will effect a relinquishment of title, Marquez thereafter offered the land to Eduardo B. Litonjua, Jr. for P27,000,000.00. Litonjua counter offered
control and ownership in such a way that the recipient may do with the property as he pleases. That the principal is P20,000,000.00 cash. Marquez apprised Glanville & Delsaux of the offer. Delsaux sent a telex stating that, based on
bound by all the obligations contracted by the agent within the scope of the authority granted to him is clearly provided the "Belgian/Swiss decision," the final offer was "US$1,000,000.00 and P2,500,000.00. The Litonjua brothers deposited
under Article 1910 of the Civil Code and this constitutes the very notion of agency. US$1,000,000.00 with the Security Bank & Trust Company, and drafted an Escrow Agreement to expedite the sale.
Meanwhile, with the assumption of Corazon C. Aquino as President, the political situation improved. Marquez received
As to the subsequent issue on whether or not CAI would be bound by the acts of HT’s agents, SC mentioned that an a letter from Delsaux that the ESAC Regional Office decided not to proceed with the sale. When informed of this, the
examination of its pronouncements in China Air Lines, Ltd. v. Court of Appeals, et al. [264 Phil 15 (1990)] will reveal Litonjuas, filed a complaint for specific performance and payment for damages on account of the aborted sale. Both
that an airline company is not completely exonerated from any liability for the tort committed by its agent’s employees. the trial court and appellate court rendered judgment in favor of defendants and dismissed the complaint.
A prior determination of the nature of the passenger’s cause of action is necessary. If the passenger’s cause of action The lower court declared that since the authority of the agents/realtors was not in writing, the sale is void and not
against the airline company is premised on culpa aquiliana or quasi-delict for a tort committed by the employee of the merely unenforceable.
airline company’s agent, there must be an independent showing that the airline company was at fault or negligent or
has contributed to the negligence or tortuous conduct committed by the employee of its agent. The mere fact that the Issue: WON the appellate court committed grave error of law in holding that Marquez needed a written authority from
employee of the airline company’s agent has committed a tort is not sufficient to hold the airline company liable. There respondent ETERNIT before the sale can be perfected.
is no vinculum juris between the airline company and its agent’s employees and the contractual relationship between
the airline company and its agent does not operate to create a juridical tie between the airline company and its agent’s Held: Respondents maintain that Glanville, Delsaux and Marquez had no authority from the stockholders of EC and its
employees. Article 2180 of the Civil Code does not make the principal vicariously liable for the tort committed by its Board of Directors to offer the properties for sale to the petitioners.
agent’s employees and the principal-agency relationship per se does not make the principal a party to such tort; hence, Petitioners assert that there was no need for a written authority from the Board of Directors of EC for Marquez to
the need to prove the principal’s own fault or negligence. validly act as broker. As broker, Marquez was not an ordinary agent because his only job as a broker was to look for
a buyer and to bring together the parties to the transaction. He was not authorized to sell the properties; hence,
On the other hand, if the passenger’s cause of action for damages against the airline company is based on contractual petitioners argue, Article 1874 of the New Civil Code does not apply.
breach or culpa contractual, it is not necessary that there be evidence of the airline company’s fault or negligence. As A corporation is a juridical person separate and distinct from its stockholders and is not affected by the personal rights,
SC stated in China Air Lines, "in an action based on a breach of contract of carriage, the aggrieved party does not obligations and transactions of the latter. It may act only through its board of directors or, when authorized by its
have to prove that the common carrier was at fault or was negligent. All that he has to prove is the existence of the board resolution, through its officers or agents. The general principles of agency govern the relation between the
contract and the fact of its non-performance by the carrier." corporation and its officers or agents, subject to the articles of incorporation, by-laws, or relevant provisions of law.
Agency may be oral unless the law requires a specific form. However, to create or convey real rights over immovable
SC denied the petition. property, a special power of attorney is necessary. Thus, when a sale of a piece of land or any portion thereof is
through an agent, the authority of the latter shall be in writing, otherwise, the sale shall be void.
In this case, the petitioners failed to adduce in evidence any resolution of the Board of Directors of EC empowering
Marquez, Glanville or Delsaux as its agents, to sell, let alone offer for sale, for and in its behalf, the eight parcels of
land owned by it.
Moreover, the evidence of petitioners shows that Adams and Glanville acted on the authority of Delsaux, who, in turn,
acted on the authority of ESAC, through its Committee for Asia, and the Belgian/Swiss component of the management
of ESAC. The offer of Delsaux emanated only from the "Belgian/Swiss decision," and not the entire management or
Board of Directors of ESAC. While it is true that petitioners accepted the counter-offer of ESAC, EC was not a party to
the transaction between them; hence, EC was not bound by such acceptance. Decision of the lower court is affirmed.