G.R. No. 6906 September 27, 1911 7.
911 7. Orders will be taken for the purchase of general merchandise, ship-stores, cloths,
FLORENTINO RALLOS, ET AL., plaintiff-appellee, vs. TEODORO R. YANGCO, defendant-
appellant.
This is an appeal from a judgment of the Court of First Instance of the Province of Cebu, the
Hon. Adolph Wislizenus presiding, in favor of the plaintiffs, in the sum of P1,537.08, with
interest at 6 per cent per annum from the month of July, 1909, with costs.
The defendant in this case on the 27th day of November, 1907, sent to the plaintiff
Florentino Rallos, among others, the following letter:
CIRCULAR NO. 1.
MANILA, November 27, 1907
MR. FLORENTINO RALLOS, Cebu.
DEAR SIR: I have the honor to inform you that I have on this date opened in my
steamship office at No. 163 Muelle de la Reina, Binondo, Manila, P. I., a shipping
and commission department for buying and selling leaf tobacco and other native
products, under the following conditions:
1. When the consignment has been received, the consignor thereof will be credited
with a sum not to exceed two-thirds of the value of the goods shipped, which may
be made available by acceptance of a draft or written order of the consignor on
five to ten day's sight, or by his ordering at his option a bill of goods. In the latter
case he must pay a commission of 2 per cent.
2. No draft or written order will be accepted without previous notice forwarding
the consignment of goods to guarantee the same.
3. Expenses of freight, hauling and everything necessary for duly executing the
commission will be charged in the commission.
4. All advances made under sections (1) and (3) shall bear interest at 10 per cent a
year, counting by the sale of the goods shipped or remittance of the amount
thereof.
5. A commission of 2 ½ per cent will be collected on the amount realized from the
sale of the goods shipped.
6. A Payment will be made immediately after collection of the price of the goods
shipped.
etc., upon remittance of the amount with the commission of 2 per cent on the total
value of the goods bought. Expenses of freight, hauling, and everything necessary
for properly executing the commission will be charged to the consignor.
8. The consignor of the good may not fix upon the consignee a longer period than
four months, counting from the date of receipt, for selling the same; with the
understanding that after such period the consignee is authorized to make the sale,
so as to prevent the advance and cost of storage from amounting to more than the
actual value of said goods, as has often happened.
9. The shipment to the consignors of the goods ordered on account of the amount
realized from the sale of the goods consigned and of the goods bought on
remittance of the value thereof, under sections (1) and (3), will not be insured
against risk by sea and land except on written order of the interested parties.
10. On all consignments of goods not insured according to the next preceding
section, the consignors will bear the risk.
11. All the foregoing conditions will take effect only after this office has
acknowledged the consignor's previous notice.
12. All other conditions and details will be furnished at the office of the
undersigned.
If you care to favor me with your patronage, my office is at No. 163 Muelle de la
Reinna, Binondo, Manila, P. I., under the name of "Teodoro R. Yangco." In this
connection it gives me great pleasure to introduce to you Mr. Florentino Collantes,
upon whom I have conferred public power of attorney before the notary, Mr.
Perfecto Salas Rodriguez, dated November 16, 1907, to perform in my name and
on my behalf all acts necessary for carrying out my plans, in the belief that through
his knowledge and long experience in the business, along with my commercial
connections with the merchants of this city and of the provinces, I may hope to
secure the most advantageous prices for my patrons. Mr. Collantes will sign by
power of attorney, so I beg that you make due note of his signature hereto affixed.
Very respectfully,
(Sgd.) T. R. YANGCO.
(Sgd.) F. COLLANTES.
Accepting this invitation, the plaintiffs proceeded to do a considerable business with the
defendant through the said Collantes, as his factor, sending to him as agent for the
defendant a good deal of produce to be sold on commission. Later, and in the month of
February, 1909, the plaintiffs sent to the said Collantes, as agent for the defendant, 218
bundles of tobacco in the leaf to be sold on commission, as had been other produce
previously. The said Collantes received said tobacco and sold it for the sum of P1,744. The
charges for such sale were P206.96. leaving in the hands of said Collantes the sum of
P1,537.08 belonging to the plaintiffs. This sum was, apparently, converted to his own use by
said agent.
It appears, however, that prior to the sending of said tobacco the defendant had severed his
relations with Collantes and that the latter was no longer acting as his factor. This fact was
not known to the plaintiffs; and it is conceded in the case that no notice of any kind was
given by the defendant to the plaintiffs of the termination of the relations between the
defendant and his agent. The defendant refused to pay the said sum upon demand of the
plaintiffs, placing such refusal upon the ground that at the time the said tobacco was
received and sold by Collantes he was acting personally and not as agent of the defendant.
This action was brought to recover said sum.
As is seen, the only question for our decision is whether or not the plaintiffs, acting in good
faith and without knowledge, having sent produce to sell on commission to the former agent
of the defendant, can recover of the defendant under the circumstances above set forth. We
are of the opinion that the defendant is liable. Having advertised the fact that Collantes was
his agent and having given them a special invitation to deal with such agent, it was the duty
of the defendant on the termination of the relationship of principal and agent to give due
and timely notice thereof to the plaintiffs. Failing to do so, he is responsible to them for
whatever goods may have been in good faith and without negligence sent to the agent
without knowledge, actual or constructive, of the termination of such relationship.
For these reasons the judgment appealed from is confirmed, without special finding as to
costs.
Torres, Mapa, Johnson and Carson, JJ., concur.
[ G. R. No. 6630, October 06, 1911 ]
LA COMPANIA GENERAL DE TABACOS DE FILIPINAS, PLAINTIFF AND APPELLANT, VS. DIABA,
DEFENDANT AND APPELLEE.
DECISION
On the 19th of July, 1909, the plaintiff commenced an action against the defendant in the
Court of First Instance of the Province of Leyte, for the purpose of recovering the sum of
P442, for goods sold and delivered by the plaintiff, through its agent (Gutierrez) to the
defendant, between the 11th of January, 1909, and the 1st of April, 1909.
To this complaint the defendant filed a general and special answer. The defendant, in his
special answer, admitted that he had purchased from the agent of the plaintiff
(Gutierrez) goods, wares, and merchandise, between the 12th of January, 1909, and the
15th of March, 1909, amounting to the sum of P692, and that he had sold to the agent of the
plaintiff (Gutierrez) abaca and other effects, between the 25th of January, 1909, and the
6th of February, 1909, amounting to Pl,308.80, leaving a balance due him (the defendant)
of P616.80.
After hearing the evidence, the Hon. Charles A. Low, judge, found that the plaintiff was
indebted to the defendant in the sum of P616.80, and rendered a judgment against the
plaintiff for said sum. From that judgment the plaintiff appealed and made several
assignments of error in this court.
An examination of the record brought to this court shows by a large preponderance of the
evidence that the agent of the plaintiff (Gutierrez) had been selling goods, wares, and
merchandise to the defendant, and buying abaca and other agricultural products of the
defendant for a period covering more than eight years; that the particular transactions to
which the present action related took place between the 11th of January, 1909, and the 1st
of April, 1909. The plaintiff attempted to show that it had suspended its agent (Gutierrez), as
its agent, and that he (Gutierrez) had no further authority to represent it (the
plaintiff). There is no convincing proof in the record that the orders given by the plaintiff to
its agent (Gutierrez) had ever been communicated to the defendant. The defendant had a
perfect right to believe, until otherwise informed, that the agent of the plaintiff, in his
purchase of abaca and other effects, was still representing the plaintiff in said transactions.
The plaintiff, during the trial of the cause, placed Gutierrez, its agent, upon the stand as a
witness. He testified that the abaca which was purchased of the defendant was purchased
by him as agent of the plaintiff and that said abaca was actually delivered to the
plaintiff. The plaintiff, it appears, was perfectly willing to ratify the acts of its agent in
selling goods to the defendant, but seemed to be unwilling to ratify said agent's acts in
purchasing goods from the defendant.
Under all of the facts of record, we see no reason for modifying the judgment of the lower
court; the same is, therefore, hereby affirmed with costs.
Torres, Mapa, Carson, and Moreland, JJ., concur.
G.R. No. 2962 February 27, 1907
B. H. MACKE, ET AL., plaintiffs-appellees, vs. JOSE CAMPS, defendant-appellant.
The plaintiffs in this action, B. H. Macke and W. H. Chandler, partners doing business under
the firm name of Macke, Chandler & Company, allege that during the months of February
and March, 1905, they sold to the defendant and delivered at his place of business, known as
the "Washington Cafe," various bills of goods amounting to P351.50; that the defendant has
only paid on account of said accounts the sum of P174; that there is still due them on
account of said goods the sum of P177.50; that before instituting this action they made
demand for the payment thereof; and that defendant had failed and refused to pay the said
balance or any part of it up to the time of the filing of the complaint.
B. H. Macke, one of the plaintiffs, testified that on the order of one Ricardo Flores, who
represented himself to be agent of the defendant, he shipped the said goods to the
defendants at the Washington Cafe; that Flores later acknowledged the receipt of said goods
and made various payments thereon amounting in all to P174; that on demand for payment
of balance of the account Flores informed him that he did not have the necessary funds on
hand, and that he would have to wait the return of his principal, the defendant, who was at
that time visiting in the provinces; that Flores acknowledged the bill for the goods furnished
and the credits being the amount set out in the complaint; that when the goods were
ordered they were ordered on the credit of the defendant and that they were shipped by the
plaintiffs after inquiry which satisfied the witness as to the credit of the defendant and as to
the authority of Flores to act as his agent; that the witness always believed and still believes
that Flores was the agent of the defendant; and that when he went to the Washington Cafe
for the purpose of collecting his bill he found Flores, in the absence of the defendant in the
provinces, apparently in charge of the business and claiming to be the business manager of
the defendant, said business being that of a hotel with a bar and restaurant annexed.
A written contract dated May 25, 1904, was introduced in evidence, from which it appears
that one Galmes, the former owner of the business now know as the "Washington Cafe,"
subrented the building wherein the business was conducted, to the defendant for a period of
one year, for the purpose of carrying on that business, the defendant obligating himself not
to sublet or subrent the building or the business without the consent of the said Galmes. This
contract was signed by the defendant and the name of Ricardo Flores appears thereon as a
witness, and attached thereto is an inventory of the furniture and fittings which also is signed
by the defendant with the word "sublessee" (subarrendatario) below the name, and at the
foot of this inventory the word "received" (recibo) followed by the name "Ricardo Flores,"
with the words "managing agent" (el manejante encargado) immediately following his name.
Galmes was called to the stand and identified the above- described document as the contract
and inventory delivered to him by the defendant, and further stated that he could not tell
whether Flores was working for himself or for some one else — that it to say, whether Flores
was managing the business as agent or sublessee.
The defendant did not go on the stand nor call any witnesses, and relies wholly on his
contention that the foregoing facts are not sufficient to establish the fact that he received
the goods for which payment is demanded.
In the absence of proof of the contrary we think that this evidence is sufficient to sustain a
finding that Flores was the agent of the defendant in the management of the bar of the
Washington Cafe with authority to bind the defendant, his principal, for the payment of the
goods mentioned in the complaint.
The contract introduced in evidence sufficiently establishes the fact that the defendant was
the owner of business and of the bar, and the title of "managing agent" attached to the
signature of Flores which appears on that contract, together with the fact that, at the time
the purchases in question were made, Flores was apparently in charge of the business,
performing the duties usually entrusted to managing agent, leave little room for doubt that
he was there as authorized agent of the defendant. One who clothes another apparent
authority as his agent, and holds him out to the public as such, can not be permitted to deny
the authority of such person to act as his agent, to the prejudice of innocent third parties
dealing with such person in good faith and in the following preassumptions or deductions,
which the law expressly directs to be made from particular facts, are deemed conclusive:
(1) "Whenever a party has, by his own declaration, act, or omission, intentionally and
deliberately led another to believe a particular thing true, and to act upon such belief, he can
not, in any litigation arising out such declaration, act, or omission, be permitted to falsify it"
(subsec. 1, sec. 333, Act no. 190); and unless the contrary appears, the authority of an agent
must be presumed to include all the necessary and usual means of carrying his agency into
effect. (15 Conn., 347; 90 N. C. 101; 15 La. Ann, 247; 43 Mich., 364; 93 N. Y., 495; 87 Ind.,
187.)
That Flores, as managing agent of the Washington Cafe, had authority to buy such
reasonable quantities of supplies as might from time to time be necessary in carrying on the
business of hotel bar may fairly be presumed from the nature of the business, especially in
view of the fact that his principal appears to have left him in charge during more or less
prolonged periods of absence; from an examination of the items of the account attached to
the complaint, we are of opinion that he was acting within the scope of his authority in
ordering these goods are binding on his principal, and in the absence of evidence to the
contrary, furnish satisfactory proof of their delivery as alleged in the complaint.
The judgment of the trial court is affirmed with the costs of his instance against the
appellant. After expiration of twenty days judgment will be rendered in accordance herewith,
and ten days thereafter the case remanded to the lower court for proper action. So ordered.
Arellano, C.J., Torres and Willard, JJ., concur.
Tracey, J., dissents.
G.R. No. L-40242 December 15, 1982
DOMINGA CONDE, petitioner, vs. THE HONORABLE COURT OF APPEALS, MANILA PACIENTE
CORDERO, together with his wife, NICETAS ALTERA, RAMON CONDE, together with his
wife, CATALINA T. CONDE, respondents.
An appeal by certiorari from the Decision of respondent Court of Appeals 1 (CA-G.R. No.
48133- R) affirming the judgment of the Court of First Instance of Leyte, Branch IX, Tacloban
City (Civil Case No. B-110), which dismissed petitioner's Complaint for Quieting of Title and
ordered her to vacate the property in dispute and deliver its possession to private
respondents Ramon Conde and Catalina Conde.
The established facts, as found by the Court of Appeals, show that on 7 April 1938. Margarita
Conde, Bernardo Conde and the petitioner Dominga Conde, as heirs of Santiago Conde, sold
with right of repurchase, within ten (10) years from said date, a parcel of agricultural land
located in Maghubas Burauen Leyte, (Lot 840), with an approximate area of one (1) hectare,
to Casimira Pasagui, married to Pio Altera (hereinafter referred to as the Alteras), for
P165.00. The "Pacto de Retro Sale" further provided:
... (4) if at the end of 10 years the said land is not repurchased, a new
agreement shall be made between the parties and in no case title and
ownership shall be vested in the hand of the party of the SECOND PART
(the Alteras).
On 17 April 1941, the Cadastral Court of Leyte adjudicated Lot No. 840 to the Alteras "subject
to the right of redemption by Dominga Conde, within ten (10) years counting from April 7,
1983, after returning the amount of P165.00 and the amounts paid by the spouses in concept
of land tax ... " (Exhibit "1"). Original Certificate of Title No. N-534 in the name of the spouses
Pio Altera and Casimira Pasagui, subject to said right of repurchase, was transcribed in the
"Registration Book" of the Registry of Deeds of Leyte on 14 November 1956 (Exhibit "2").
On 28 November 1945, private respondent Paciente Cordero, son-in-law of the Alteras,
signed a document in the Visayan dialect, the English translation of which reads:
MEMORANDUM OF REPURCHASE OVER A PARCEL OF LAND SOLD WITH REPURCHASE
WHICH DOCUMENT GOT LOST
WE, PIO ALTERA and PACIENTE CORDERO, both of legal age, and residents of Burauen
Leyte, Philippines, after having been duly sworn to in accordance with law free from
threats and intimidation, do hereby depose and say:
1. That I, PIO ALTERA bought with the right of repurchase two parcels of land from
DOMINGA CONDE, BERNARDO CONDE AND MARGARITA CONDE, all brother and
sisters.
2. That these two parcels of land were all inherited by the three.
3. That the document of SALE WITH THE RIGHT OF REPURCHASE got lost in spite of
the diligent efforts to locate the same which was lost during the war.
4. That these two parcels of land which was the subject matter of a Deed of Sale
with the Right of Repurchase consists only of one document which was lost.
5. Because it is about time to repurchase the land, I have allowed the
representative of Dominga Conde, Bernardo Conde and Margarita Conde in the
name of EUSEBIO AMARILLE to repurchase the same.
6. Now, this very day November 28, 1945, 1 or We have received together with
Paciente Cordero who is my son-in-law the amount of ONE HUNDRED SIXTY-FIVE
PESOS (P165. 00) Philippine Currency of legal tender which was the consideration
in that sale with the right of repurchase with respect to the two parcels of land.
That we further covenant together with Paciente Cordero who is my son-in-law that from
this day the said Dominga Conde, Bernardo Conde and Margarita Conde will again take
possession of the aforementioned parcel of land because they repurchased the same from
me. If and when their possession over the said parcel of land be disturbed by other
persons, I and Paciente Cordero who is my son-in-law will defend in behalf of the herein
brother and sisters mentioned above, because the same was already repurchased by
them.
IN WITNESS WHEREOF, I or We have hereunto affixed our thumbmark or signature to our
respective names below this document or memorandum this 28th day of November 1945
at Burauen Leyte, Philippines, in the presence of two witnesses.
PIO ALTERA (Sgd.) PACIENTE CORDERO
WITNESSES:
1. (SGD.) TEODORO C. AGUILLON
To be noted is the fact that neither of the vendees-a-retro, Pio Altera nor Casimira Pasagui,
was a signatory to the deed. Petitioner maintains that because Pio Altera was very ill at the
time, Paciente Cordero executed the deed of resale for and on behalf of his father-in-law.
Petitioner further states that she redeemed the property with her own money as her co-heirs
were bereft of funds for the purpose.
The pacto de retro document was eventually found.
On 30 June 1965 Pio Altera sold the disputed lot to the spouses Ramon Conde and Catalina T.
Conde, who are also private respondents herein. Their relationship to petitioner does not
appear from the records. Nor has the document of sale been exhibited.
Contending that she had validly repurchased the lot in question in 1945, petitioner filed, on
16 January 1969, in the Court of First Instance of Leyte, Branch IX, Tacloban City, a Complaint
(Civil Case No. B-110), against Paciente Cordero and his wife Nicetas Altera, Ramon Conde
and his wife Catalina T. Conde, and Casimira Pasagui Pio Altera having died in 1966), for
quieting of title to real property and declaration of ownership.
Petitioner's evidence is that Paciente Cordero signed the Memorandum of Repurchase in
representation of his father-in-law Pio Altera, who was seriously sick on that occasion, and of
his mother-in-law who was in Manila at the time, and that Cordero received the repurchase
price of P65.00.
Private respondents, for their part, adduced evidence that Paciente Cordero signed the
document of repurchase merely to show that he had no objection to the repurchase; and
that he did not receive the amount of P165.00 from petitioner inasmuch as he had no
authority from his parents-in-law who were the vendees-a-retro.
After trial, the lower Court rendered its Decision dismissing the Complaint and the
counterclaim and ordering petitioner "to vacate the property in dispute and deliver its
peaceful possession to the defendants Ramon Conde and Catalina T. Conde".
On appeal, the Court of Appeals upheld the findings of the Court a quo that petitioner had
failed to validly exercise her right of repurchase in view of the fact that the Memorandum of
Repurchase was signed by Paciente Cordero and not by Pio Altera, the vendee-a-retro, and
that there is nothing in said document to show that Cordero was specifically authorized to
act for and on behalf of the vendee a retro, Pio Altera.
Reconsideration having been denied by the Appellate Court, the case is before us on review.
There is no question that neither of the vendees-a-retro signed the "Memorandum of
Repurchase", and that there was no formal authorization from the vendees for Paciente
Cordero to act for and on their behalf.
Of significance, however, is the fact that from the execution of the repurchase document in
1945, possession, which heretofore had been with the Alteras, has been in the hands of
petitioner as stipulated therein. Land taxes have also been paid for by petitioner yearly from
1947 to 1969 inclusive (Exhibits "D" to "D-15"; and "E"). If, as opined by both the Court a
quo and the Appellate Court, petitioner had done nothing to formalize her repurchase, by the
same token, neither have the vendees-a-retro done anything to clear their title of the
encumbrance therein regarding petitioner's right to repurchase. No new agreement was
entered into by the parties as stipulated in the deed of pacto de retro, if the vendors a
retro failed to exercise their right of redemption after ten years. If, as alleged, petitioner
exerted no effort to procure the signature of Pio Altera after he had recovered from his
illness, neither did the Alteras repudiate the deed that their son-in-law had signed. Thus, an
implied agency must be held to have been created from their silence or lack of action, or
their failure to repudiate the agency. 2
Possession of the lot in dispute having been adversely and uninterruptedly with petitioner
from 1945 when the document of repurchase was executed, to 1969, when she instituted
this action, or for 24 years, the Alteras must be deemed to have incurred in laches. 3 That
petitioner merely took advantage of the abandonment of the land by the Alteras due to the
separation of said spouses, and that petitioner's possession was in the concept of a tenant,
remain bare assertions without proof.
Private respondents Ramon Conde and Catalina Conde, to whom Pio Altera sold the disputed
property in 1965, assuming that there was, indeed, such a sale, cannot be said to be
purchasers in good faith. OCT No. 534 in the name of the Alteras specifically contained the
condition that it was subject to the right of repurchase within 10 years from 1938. Although
the ten-year period had lapsed in 1965 and there was no annotation of any repurchase by
petitioner, neither had the title been cleared of that encumbrance. The purchasers were put
on notice that some other person could have a right to or interest in the property. It
behooved Ramon Conde and Catalina Conde to have looked into the right of redemption
inscribed on the title, and particularly the matter of possession, which, as also admitted by
them at the pre-trial, had been with petitioner since 1945.
Private respondent must be held bound by the clear terms of the Memorandum of
Repurchase that he had signed wherein he acknowledged the receipt of P165.00 and
assumed the obligation to maintain the repurchasers in peaceful possession should they be
"disturbed by other persons". It was executed in the Visayan dialect which he understood. He
cannot now be allowed to dispute the same. "... If the contract is plain and unequivocal in its
terms he is ordinarily bound thereby. It is the duty of every contracting party to learn and
know its contents before he signs and delivers it." 4
There is nothing in the document of repurchase to show that Paciente Cordero had signed
the same merely to indicate that he had no objection to petitioner's right of repurchase.
Besides, he would have had no personality to object. To uphold his oral testimony on that
point, would be a departure from the parol evidence rule 5 and would defeat the purpose for
which the doctrine is intended.
... The purpose of the rule is to give stability to written agreements, and to remove the
temptation and possibility of perjury, which would be afforded if parol evidence was
admissible. 6
In sum, although the contending parties were legally wanting in their respective actuations,
the repurchase by petitioner is supported by the admissions at the pre-trial that petitioner
has been in possession since the year 1945, the date of the deed of repurchase, and has been
paying land taxes thereon since then. The imperatives of substantial justice, and the
equitable principle of laches brought about by private respondents' inaction and neglect for
24 years, loom in petitioner's favor.
WHEREFORE, the judgment of respondent Court of Appeals is hereby REVERSED and SET
ASIDE, and petitioner is hereby declared the owner of the disputed property. If the original of
OCT No. N-534 of the Province of Leyte is still extant at the office of the Register of Deeds,
then said official is hereby ordered to cancel the same and, in lieu thereof, issue a new
Transfer Certificate of Title in the name of petitioner, Dominga Conde.
No costs. SO ORDERED.