FIRST DIVISION 4, 1975

G.R. No. L-25463

April

a+reed ommissions of 'C on the ontra t with Be$$in+ton 3 !o. and 7C on those with the Internationa$ Mer anti$e !o. #fter tria$ the !o"rt of First Instan e of Mani$a rendered D"d+ment orderin+ Emerito M. Ramos to pa4 p$aintiff ommissions in the amo"nt of P9*,*').)) on the first transa tion, and in the amo"nts of P7),))).)), P0,)0).)) and P7().)), respe tive$4, on the other three, or a tota$ of P?1,90).)), p$"s interest at the $e+a$ rate from the date of the fi$in+ of the omp$aint "nti$ f"$$4 paid. Defendant was a$so ordered to pa4 p$aintiff the s"m of P7),))).)) 54 wa4 of attorne4As fees, p$"s the osts. Emerito M. Ramos appea$ed to the !o"rt of #ppea$s, whi h rendered, on Ma4 '), 78?9, a D"d+ment of affirman e on the fo$$owin+ findin+s6 t.hqw P$aintiff de $ared that sometime in 789*, he went to RamosA s"ite at the Mani$a Eote$ "pon the $atterAs invitation. #ppe$$ant asked !a$ano to 5ond him in the amo"nt of P0)),))).)), and to $ook for importers of mer handise from =apan. #ppe$$ant to$d !a$ano to se$$ the mer handise at a mark%"p pri e of twent4%three per ent of the invoi e va$"e of the importation and that the overpri e wo"$d onstit"te his ommission. P$aintiff was introd" ed to Mrs. Sa$"stiana Dee, the owner of Be$$in+ton 3 !o., 54 =ose #n+ F o. Ee e:p$ained to the prospe tive 5"4er the terms of the ontra t 5etween FIM!O and the N#RI!. In order to verif4 the e:isten e of the 5arter a+reement, Mrs. Dee instr" ted the p$aintiff to a5$e her s"pp$ier in Go5e, =apan, the ;am Tai Tradin+, !o., as we$$ as the Nippon Tradin+ !o., FIM!OAs representative in Tok4o. D"rin+ this period of verifi ation, Mrs. Dee was in fre<"ent omm"ni ation with the p$aintiff and #n+ F o either 54 te$ephone or 54 onferen es in the 5rokerAs offi e. P$aintiff a$so e:p$ained to Mrs. Dee that she was to open two $etters of redit, one $o a$ and the other a

EMERITO M. RAMOS, petitioner, vs. THE HONORABLE CO RT O! A""EALS #Sp$%i&l !ir'( )i*i'io+, &+CESARIO ". CALANOC, respondents. Petitioner Emerita M. Ramos seeks a review of the de ision of the !o"rt of #ppea$s in its ase !#%&.R. No. '()*', affirmin+ the de ision of the !o"rt of First Instan e of Mani$a ,-ran h .II/ in its !ivi$ !ase No. '0)1) entit$ed 2!esario !a$ano vs. Emerito M. Ramos and Farm Imp$ement 3 Ma hiner4 !o.2 The fa ts as fo"nd 54 the appe$$ate o"rt are as fo$$ows6 #5o"t the $atter part of 789* Emerito M. Ramos, a 5"sinessman en+a+ed in the import% e:port trade and "sin+ the firm name FIM!O ,Farm Imp$ement 3 Ma hiner4 !o./, entered into a ontra t with the -oard of ;i<"idators of the Phi$ippine &overnment for the p"r hase of '),))) tons of ri e from the now def"n t Nationa$ Ri e and !orn !orporation ,N#RI!/ at the rate of P0)0.)) per metri ton, F.O.-. Mani$a. The ri e was in t"rn to 5e so$d 54 Emerito M. Ramos to the Nippon Tradin+ !o., ;td. in =apan, whi h firm made avai$a5$e to the FIM!O thro"+h the -ank of Tok4o the s"m of >7*?.)) for ever4 ton of ri e shipped to =apan. The arran+ement was for the -ank of Tok4o, in representation of the Nippon Tradin+ !o., ;td., to effe t the transfer to =apanese shippers@s"pp$iers of s"ffi ient do$$ars to over the va$"e of mer handise to 5e p"r hased 54 FIM!OAs "stomers in the Phi$ippines. To make "p for the differen e 5etween the p"r hase pri e of the N#RI! ri e in Phi$ippine pesos and the se$$in+ pri e in do$$ars at the rate of two%to%one, the !entra$ -ank of the Phi$ippines +ranted FIM!O an a$$o ation of >??.)) for ever4 metri ton of ri e shipped to =apan. FIM!O entered into severa$ ontra ts with $o a$ mer hants for the resa$e to them of the imported +oods whi h were forth omin+ as a res"$t of the a5ove%stated transa tions. One s" h ontra t was on $"ded with Mrs. Sa$"stiana Dee, or Be$$in+ton 3 !o., in the amo"nt of >7,***.))).)) or P',???,))).)). 1 !esario P. !a$ano , p$aintiff in the $ower o"rt, $aimin+ that Emerito M. Ramos had en+a+ed his servi es to pro "re p"r hasers for the imported +oods and that he was dire t$4 instr"menta$ in 5rin+in+ a5o"t the ontra ts in <"estion, instit"ted an a tion to re over his a$$e+ed

do$$ar $etter of reditH that she was to pa4 the "stoms ta:, the sa$es ta: and the $earan e d"ties at the -"rea" of !"stoms6 that the m"ni ipa$ $i ense ta: was to 5e paid 54 Mr. Ramos, and that she was to pa4 a premi"m of '9C mark%"p on the va$"e of her imported ommodities. !a$ano , a ordin+$4 informed appe$$ant that Mrs. Dee had a+reed to pa4 a premi"m of '9C and that, therefore, after ded" tin+ the '*C re<"ired mark%"p, he ,p$aintiff/ had a ommission of 'C on said transa tion. ::::::::::::. =ose #n+ F o testified that he introd" ed Mrs. Sa$"stiana Dee to !a$ano as a prospe tive 5"4er of imported mer handise. To+ether, the three of them went to Mr. Re to of the E<"ita5$e -ank who e:p$ained to Mrs. Dee a5o"t the 5ankin+ pro ed"re invo$ved in the transa tion. Thereafter, he and the p$aintiff were in fre<"ent omm"ni ation with Mrs. Dee "nti$ the $atter went dire t$4 to Ramos and $osed the ontra t in <"estion witho"t their presen e. Mrs. Dee had a+reed to pa4 him a 'C ommission on the transa tion. ... ::::::::::::. P$aintiffAs testimon4 a$so finds orro5oration in appe$$antAs own admission that in en+a+in+ the 5rokerAs servi es he spe ified that the $atterAs ompensation wo"$d onsist of the e: ess of the re<"ired '*C mark%"p pri e. In the appe$$ate o"rtAs thinkin+, there was 2a $ear preponderan e of eviden e that in omp$ian e with his "ndertakin+ to pro "re p"r hasers for appe$$antAs mer handise, he prod" ed the importers, Be$$in+ton 3 !o. .. and as a res"$t of his efforts said ompanies entered into the ontra ts in <"estion with the defendant%appe$$ant ,there54 entit$in+ p$aintiff/ to re over the ommissions

$aimed 54 him as ompensation for his s" essf"$ efforts.2 On$4 two errors are attri5"ted 54 the petitioner to the appe$$ate o"rt, there 5ein+ no iss"e raised re+ardin+ the affirman e of the awards made 54 the tria$ o"rt in favor of !esario !a$ano in onne tion with the transa tion on $"ded 54 the petitioner with the Internationa$ Mer anti$e !ompan4. Petitioner ontends6 ,7/ that the !o"rt of #ppea$s 2erred in ho$din+ petitioner Emerito M. Ramos $ia5$e to respondent !esario P. !a$ano for the s"m of P9*,*').)), representin+ a ommission of 'C of the ontra t pri e of P',???,))).)) in the sa$e made 54 petitioner Ramos to Be$$in+ton 3 !ompan4, instead of on$4 P7*,**).)), representin+ the 7@'C overpri e a t"a$$4 paid 54 the 5"4er to the petitioner Ramos in e: ess of the '*C mark%"p pri e of the invoi e va$"e of the importation notwithstandin+ the e:press findin+ made 54 the respondent !o"rt itse$f, ... that the ontra t e:istin+ 5etween petitioner Ramos and respondent !a$ano was to se$$ the mer handise to an4 5"4er, at a mark%"p pri e of '*C of the invoi e va$"e of the importation, and that an4 overpri e a t"a$$4 re eived 54 petitioner Ramos, a5ove the stated '*C premi"m, wo"$d a r"e to respondent !a$ano as his ommissionH2 and ,'/ that the !o"rt of #ppea$s 2erred in ho$din+ petitioner Emerito M. Ramos $ia5$e to respondent !esario P. !a$ano for the s"m of P7),))).)), 54 wa4 of attorne4As fees, in the a5sen e of an4 spe ifi findin+ 54 the Eonora5$e respondent !o"rt that petitioner Ramos had a ted in +ross and evident 5ad faith in ref"sin+ to a ede to respondent !a$ano As demand and defendin+ himse$f from the omp$aint fi$ed a+ainst him.2 The pre$iminar4 <"estion whi h poses itse$f in onne tion with the first assi+ned error is whether this !o"rt ma4 make its own findin+s of fa t independent$4 of those made 54 the !o"rt of #ppea$s. The +enera$ r"$e is that the appe$$ate o"rtAs findin+s are on $"sive, 5"t this r"$e is not witho"t some re o+niIed e: eptions, s" h as6 ,7/ when the on $"sion is a findin+ +ro"nded entire$4 on spe "$ation, s"rmises or onDe t"res ,=oa<"in vs. Navarro, 8* Phi$. '91/H ,'/ when the inferen e made is manifest$4 mistaken, a5s"rd or impossi5$e ,;"na vs. ;inato , 10 Phi$. 79/H ,*/ where there is a +rave a5"se of dis retion ,-"4 o vs. Peop$e, 97 O.&. '8'8/H ,0/ when the D"d+ment is 5ased on a misapprehension of fa ts ,!r"I vs. Sosin+, 80 Phi$. '?/H and ,9/ when the !o"rt of #ppea$s, in makin+

its findin+s, went 5e4ond the iss"es of the ase and the same are ontrar4 to the admission of 5oth appe$$ant and appe$$ee ,Evan+e$ista vs. #$to, 7)* Phi$. 0)7/. See also &ar ia vs. !o"rt of #ppea$s, et a$., ** S!R# ?''H Ro<"e vs. -"an, '7 S!R# ?0'. Severa$ ir "mstan es ompe$ Fs to +o into the re ord of this ase in order to find o"t whether or not it fa$$s within an4 of the e: eptions a5ove%stated. First, the findin+s of 5oth the tria$ o"rt and the !o"rt of #ppea$s are in the nat"re of on $"sions, witho"t itation of the spe ifi eviden e on whi h the4 are 5asedH and se ond, the fa ts set forth in the petition as we$$ as in the petitionerAs main 5rief, with the orrespondin+ referen es to the re ord, are not materia$$4 denied or disp"ted 54 the private respondent. These fa ts are ne essar4 for a $ear "nderstandin+ and proper reso$"tion of the iss"e of how m" h private respondent !a$ano is entit$ed to as ommission in the Be$$in+ton 3 !ompan4 transa tion. # ordin+ to the tria$ o"rt it was onvin ed that 2p$aintiff a t"a$$4 was en+a+ed 54 defendant to $ook for 5"4ers on ommission 5asisH that p$aintiff was dire t$4 instr"menta$ in 5rin+in+ a5o"t the ontra t with Be$$in+ton 3 !ompan4 in the amo"nt of >7,***,))).)) or P',???,))).)), ... H that defendant a+reed to pa4 p$aintiff 'C on the Be$$in+ton 3 !ompan4 transa tion ... 2 The !o"rt of #ppea$s pro eeded on the same theor4 and even adopted as its own the fo$$owin+ o5servation of the tria$ o"rt6 t.hqw The o"rt dep$ores the a t"ations of defendant and Mrs. Dee in omp$ete$4 54passin+ p$aintiff when the4 were read4 to fina$iIe their ontra t to avoid havin+ to pa4 to p$aintiff his d"e, after the $atter had e:erted a $ot of effort and spent a $ot of time in 5rin+in+ them to+ether. Defendant was a5$e to make an additiona$ 7@'C profit and Mrs. Dee saved *%7@'C 5"t the r"se did not add to the 5"siness stat"re of the parties on erned. In o"r view, the position adopted 54 5oth the tria$ o"rt and the !o"rt of #ppea$s, on the 5asis of their own findin+s of fa t, is not D"stified. The ontra t 5etween Ramos and !a$ano is <"ite e:p$i it6 the arran+ement was for !a$ano to se$$ the

mer handise to an4 5"4er at a mark%"p pri e of '*C over the invoi e va$"e of the importation and an4 overpri e s" essf"$$4 o$$e ted a5ove the stated '*C wo"$d a r"e to !a$ano as his ommission. The amo"nt of s" h ommission was therefore f$"id, dependin+ "pon the overpri e o5tained a5ove the '*C mark%"p pri e of the invoi e va$"e set 54 Ramos. The de ision of the !o"rt of #ppea$s is evident$4 5ased on the ass"mption that sin e !a$ano was the effi ient a+ent who 5ro"+ht a5o"t the Be$$in+ton 3 !o. ontra t, it fo$$ows that he was entit$ed to the 'C ommission whi h he $aims was the overpri e he se "red for RamosA mer handise. The ass"mption is not 5orne o"t 54 the re ord. #s a$read4 o5served, and this was onfirmed 54 the !o"rt of #ppea$s, the arran+ement was for !a$ano 2to se$$ the mer handise at a mark%"p pri e of twent4%three per ent of the invoi e va$"e of the importation and the overpri e wo"$d onstit"te his ommission.2 Nothin+ in the a+reement +"aranteed !a$ano a fi:ed ommission, whi h depended "pon the overpri e the 5"4er wo"$d pa4. #nd it is a fa t, "ndisp"ted 54 !a$ano that what Ramos re eived in the Be$$in+ton 3 !o. transa tion in e: ess of his ori+ina$ '*C mark%"p pri e was on$4 P7*,**).)) and not P9*,*').)), the amo"nt $aimed and awarded 54 the tria$ o"rt and the !o"rt of #ppea$s. The one feat"re of this ase whi h mi$itates most stron+$4 a+ainst the on $"sions arrived at 54 the o"rts 5e$ow is that the4 did not ne essari$4 fo$$ow from the fa ts esta5$ished. !a$ano never 5ro"+ht the 5"4er, Mrs. Sa$"stiana Dee, to Ramos. The a+reement, if an4, re+ardin+ the '9C 5"4in+ pri e was made so$e$4 5etween !a$ano and Mrs. Dee. Ramos did not intervene nor parti ipate in an4 manner in that s"pposed a+reement. Bhi$e it is tr"e, as !a$ano $aims, that he informed petitioner that Mrs. Dee had a$read4 a+reed to pa4 the '9C premi"m, there is a5sent in the re ords of this ase an4 eviden e to show that Mrs. Dee onfirmed s" h a+reement with petitioner and that the $atter o"$d have 5o"nd her to it. Petitioner had fi:ed for himse$f a '*C mark%"p, a$$owin+ an4thin+ over that amo"nt as ommission. If Mrs. Dee han+ed her mind and ref"sed to pa4 the '9C premi"m, and paid on$4 '*% 7@'C, that was her prero+ativeH petitioner had neither the d"t4 nor the ri+ht to ompe$ her to ontra t for more than what she was wi$$in+ to pa4, when she was read4 to meet his pri e. t.hqw

.... a 5roker is never entit$ed to ommissions for "ns" essf"$ efforts. The risk of fai$"re is who$$4 his. The reward omes on$4 with his s" ess. That is the p$ain ontra t and ontemp$ation of the parties. The 5roker ma4 devote his time and $a5or, and e:pend his mone4 with ever so m" h of devotion to the interest of his emp$o4er, and 4et if he fai$s, if witho"t effe tin+ an a+reement or a omp$ishin+ a 5ar+ain, he a5andons the effort, or his a"thorit4 is fair$4 and in +ood faith terminated, he +ains no ri+ht to ommissions. .. Ee ma4 have introd" ed to ea h other parties who otherwise wo"$d have never metH he ma4 have reated impressions, whi h "nder $ater and more favora5$e ir "mstan es nat"ra$$4 $ead to and materia$$4 assist in the ons"mmation of a sa$eH he ma4 have p$anted the ver4 seed from whi h others reap the harvestH 5"t a$$ that +ives him no $aim. It was part of his risk that fai$in+ himse$f, not s" essf"$ in f"$fi$$in+ his o5$i+ation, others mi+ht 5e $eft to some e:tent to avai$ themse$ves of the fr"it of his $a5ors. .. in s" h a ase the prin ipa$ vio$ates no ri+ht of the 5roker 54 se$$in+ to the first part4 who offers the pri e asked, and it matters not that sa$e is to the ver4 part4 with whom the 5roker had 5een ne+otiatin+. Ee fai$ed to find or prod" e a p"r haser "pon the terms pres ri5ed in his emp$o4ment, and the prin ipa$ was "nder no o5$i+ation to wait $on+er that he mi+ht make f"rther efforts. The fai$"re therefore and its onse<"en es were the risk of the 5roker on$4 however m"st 5e taken with one important and ne essar4 $imitation If the efforts of the 5roker are rendered a fai$"re 54 the fa"$t of the emp$o4erH if apri io"s$4 he han+es his mind after the p"r haser, read4 and wi$$in+, and onsentin+ to the pres ri5ed terms, is prod" edH or if the $atter de $ines to omp$ete the ontra t 5e a"se of

some defe t of tit$e in the ownership of the se$$er, some "nremoved en "m5ran e, some defe t whi h is the fa"$t of the $atter, then the 5roker does not $ose his ommissions. #nd that "pon the fami$iar prin ip$e that no one an avai$ himse$f of non% performan e of a ondition pre edent who has himse$f o asioned its non% performan e. -"t this $imitation is not even an e: eption to the +enera$ r"$e affe tin+ the 5rokerAs ri+ht for it +oes on the +ro"nd that the 5roker has done his d"t4, that he has 5ro"+ht 5"4er and se$$er to an a+reement, 5"t that the ontra t is not ons"mmated and fai$s thro"+h the after%fa"$t of the se$$er.2 ,Danon vs. -rimo 3 !o., 0' Phi$. 7**,7*8%707/. It is si+nifi ant that in his omp$aint !a$ano does not attri5"te 5ad faith, fra"d or fa"$t to Ramos. #$$ that he $aims is that sin e he had informed Ramos of Mrs. DeeAs a$$e+ed ommitment to pa4 a '9C mark%"p, the $atter had onse<"ent$4 $ost the ri+ht to red" e it. -"t as a$read4 o5served, there is no showin+ that s" h a ommitment to !a$ano was a ontra t whi h Ramos himse$f o"$d enfor e a+ainst Mrs. Dee, or that she was read4 and wi$$in+ to pa4 him the '9C mark%"p, despite whi h he a epted on$4 '*%7@'C, #nd ertain$4, if she was, vis%a%vis Ramos, wi$$in+ to pa4 on$4 '*%7@'C, he was not pre $"ded from a eptin+ it witho"t 5ein+ $ia5$e to !a$ano for the differen e. In the a5sen e of independent proof that the non% pa4ment 54 Mrs. Dee of the '9C premi"m over the mark%"p pri e was d"e to the fa"$t, fra"d or 5ad faith of Ramos, we are not prepared to share the !o"rt of #ppea$sA view in this re+ard. Ee +ained nothin+ 54 the red" tion, and it annot 5e pres"med that he a epted it in order to a"se preD"di e to !a$ano . The tria$ o"rt awarded in favor of !a$ano attorne4As fees in the amo"nt of P7),))).)). This was affirmed 54 the !o"rt of #ppea$s in view of its findin+s, esta5$ished here to 5e not rea$$4 ind"5ita5$e, that Ramos a ted in evident 5ad faith in ref"sin+ to satisf4 !a$ano As $aim. !onsiderin+ the nat"re and e:tent of the servi es rendered 54 respondent !a$ano As o"nse$ 5oth in the tria$ and appe$$ate o"rts, o"p$ed with the admitted ref"sa$

of Ramos to satisf4 !a$ano As initia$ $aim for the ommissions he earned J to whi h !a$ano was $ater on fo"nd to 5e entit$ed a$tho"+h the amo"nt invo$ved in the Be$$in+ton 3 !o. transa tion was onsidera5$4 $essened J the attorne4As fees 5oth in the $ower o"rt and appe$$ate o"rts sho"$d 5e fi:ed at P?,))).)). This ma4 5e done motu proprio 54 this !o"rt "nder #rti $e '')( of the !ivi$ !ode, whi h provides that attorne4As fees ma4 5e re overed in the instan es therein en"merated and in 2an4 other ase where the !o"rt deems it D"st and e<"ita5$e that attorne4As fees... sho"$d 5e re overed,2 provided the amo"nt thereof 5e reasona5$e in a$$ ases. ,See6 -ank of #meri a vs. #raneta, 0) S!R# 700H -a$mes vs. S"son, '( S!R# *)0/. PREMISES !ONSIDERED, the !o"rt of #ppea$sA de ision "nder review is here54 modified 54 red" in+ the amo"nt for whi h petitioner Ramos is $ia5$e to pa4 to respondent !a$ano on the Be$$in+ton 3 !o. transa tion from P9*,*').)) ,'C/ to P7*,**).)) ,7@'C/ whi h $atter fi+"re represents the amo"nt a t"a$$4 re eived 54 petitioner in e: ess of his ori+ina$ '*C mark%"pH the attorne4As fees awarded in favor of !a$ano is $ikewise red" ed from P7),))).)) to P?,))).)). In a$$ other respe ts the de ision is affirmed, with no spe ia$ prono"n ement as to osts.

FIRST DIVISION 1997

G.R. No. 76969

./+$ 9,

INLAN) REALT0 IN1ESTMENT SER1ICE, INC. &+- ROMAN M. )E LOS RE0ES, petitioners, vs. HON. CO RT O! A""EALS, GREGORIO ARANETA, INC. &+.. ARMAN)O E) 2 E, respondents. Eerein petitioners In$and Rea$t4 Investment Servi e, In . ,hereafter, 2In$and Rea$t42/ and Roman M. de $os Re4es seek the reversa$ of the De ision 1 of the Intermediate #ppe$$ate !o"rt ,now !o"rt of #ppea$s/ 2 whi h affirmed the tria$ o"rtAs 3 dismissa$ of petitionersA $aim for "npaid a+entAs ommission for 5rokerin+ the sa$es transa tion invo$vin+ 8,()) shares of sto k in #r hite tsA -$d+., In . ,hereafter, 2#r hite ts2A/ 5etween private respondent &re+orio #raneta, In . ,hereafter, 2#raneta, In .2/ as se$$er and Stanford Mi ros4stems, In . ,hereafter, 2Stanford2/ as 5"4er. Petitioners ome to "s with a two%fo$d a+enda6 ,7/ to o5tain from "s a de $aration that the tria$ o"rt and the respondent appe$$ate o"rt +rave$4 erred when appre iatin+ the fa ts of the ase 54 disre+ardin+ E:hi5its 2;,2 a ;etter dated O to5er '(, 781? si+ned 54 &re+orio #raneta II, renewin+ petitionersA a"thorit4 to a t as sa$es a+ent for a period of thirt4 ,*)/ da4s from same date, and E:hi5it 2M,2 a ;etter dated Novem5er 7?, 781? si+ned 54 petitioner de $os Re4es, namin+ fo"r ,0/ other prospe tive 5"4ers, respe tive$4H and ,'/ to o5tain from "s a ate+ori a$ r"$in+ that a 5roker is a"tomati a$$4 entit$ed to the stip"$ated ommission mere$4 "pon se "rin+ for, and introd" in+ to, the se$$er the parti "$ar 5"4er who "$timate$4 p"r hases from the former the o5De t of the sa$e, re+ard$ess of the e:piration of the 5rokerAs ontra t of a+en 4 and a"thorit4 to se$$. -efore we pro eed to address petitionersA o5De tives, there is a need to "nfo$d the fa ts of the ase. For that p"rpose, we <"ote here"nder the findin+s of fa t of the !o"rt of #ppea$s with whi h petitioners a+ree, e: ept as to the respondent appe$$ate o"rtAs non%in $"sion of the aforementioned E:hi5its 2;2 and 2M26

From the eviden e, the fo$$owin+ fa ts appear "ndisp"ted6 On Septem5er 7?, 7819, defendant orporation thr" its o%defendant #ssistant &enera$ Mana+er =. #rmando Ed"<"e, +ranted to p$aintiffs a *)%da4 a"thorit4 to se$$ its . . . 8,()) shares of sto k in #r hite tsA -$d+., In . as fo$$ows6 Septem5er 7?, 7819 TO BEOM IT M#K !ON!ERN6 This is to a"thoriIe Mr. R.M. de $os Re4es, representin+ In$and Rea$t4, to se$$ on a first ome first served 5asis the tota$ ho$din+s of &re+orio #raneta, In . in #r hite tsA L-$d+.M, In . e<"iva$ent to 8(C or 8,()) shares of sto k at the pri e of P7,9)).)) per share for a period of *) da4s. ,S&D./ =. #RM#NDO EDFNFE #sst. &enera$ Mana+erA P$aintiff In$and Rea$t4 Investment Servi e, In . ,In$and Rea$t4 for short/ is a orporation en+a+ed LinM, amon+ others . . . the rea$ estate 5"siness LandM 5rokera+es, d"$4 $i ensed 54 the -"rea" of Domesti Trade . . . LIn$and Rea$t4M p$anned their sa$es ampai+n, sendin+ proposa$ $etters to prospe tive 5"4ers. One s" h prospe tive 5"4er to whom a proposa$ $etter was sent to was Stanford Mi ros4stems, In . . . . LthatM o"nter%proposed to 5"4 8,()) shares offered at P7,))).)) per share or for a tota$ of P8,()),))).)), P0,8)),))).)) pa4a5$e in five 4ears at 7'C per annum interest "nti$ f"$$4 paid.

Fpon p$aintiffsA re eipt of the said o"nter%proposa$, it immediate$4 LsicM wrote defendant a $etter to re+ister Stanford Mi ros4stems, In . as one of its prospe tive 5"4ers . . . Defendant #raneta, In ., thr" its #ssistant &enera$ Mana+er =. #rmando Ed"<"e, rep$ied that the pri e offered 54 Stanford was too $ow and s"++ested that p$aintiffs see if the pri e and terms of pa4ment an 5e improved "pon 54 Stanford . . . Other prospe tive 5"4ers were s"5mitted to defendants amon+ whom were #tt4. Ma:imo F. -e$monte and Mr. =ose$ito EernandeI. The a"thorit4 to se$$ +iven to p$aintiffs 54 defendants was e:tended severa$ times6 the first 5ein+ on O to5er ', 7819, for *) da4s from said date ,E:h. 2=2/, the se ond on O to5er '(, 7819 for *) da4s from said date ,E:h. 2;2/ and on De em5er ', 7819 for *) da4s from said date ,E:h. 2G2/. P$aintiff Roman de $os Re4es, mana+er of In$and Rea$t4As 5rokera+e division, who 54 ontra t with In$and Rea$t4 wo"$d 5e entit$ed to 7@' of the $aim asserted herein, testified that when his ompan4 was initia$$4 +ranted the a"thorit4 to se$$, he asked for an e: $"sive a"thorit4 and for a $on+er period 5"t #rmando Ed"<"e wo"$d not +ive, 5"t a ordin+ to this witness, the $ife of the a"thorit4 o"$d a$wa4s 5e e:tended for the p"rpose of ne+otiation that wo"$d 5e ontin"in+. On ="$4 (, 7811, p$aintiffs fina$$4 so$d the 8,()) shares of sto k LinM #r hite tsA L-$d+.M, In . to Stanford Mi ros4stems, In . for P7*,9)),))).)) . . . On Septem5er ?, 7811, p$aintiffs demanded forma$$4 LfromM defendants, thro"+h a $etter of demand, for pa4ment of their 9C 5rokerLAsM ommission at P7*,9)),))).)) or a tota$ amo"nt of

P?19,))).)) . . . whi h was de $ined 54 LdefendantsM on the +ro"nd that the $aim has no fa t"a$ or $e+a$ 5asis. 4 #s ri5in+ merit to private respondentsA defense that, after their a"thorit4 to se$$ e:pired thirt4 ,*)/ da4s from De em5er ', 7819, or on =an"ar4 7, 781?, petitioners a5andoned the sa$es transa tion and were no $on+er priv4 to the ons"mmation and do "mentation thereof, the tria$ o"rt dismissed petitionersA omp$aint for o$$e tion of "npaid 5rokerAs ommission. Petitioners appea$ed, 5"t the !o"rt of #ppea$s was "nswa4ed in the fa e of eviden e of the e:piration of petitionersA a+en 4 ontra t and a"thorit4 to se$$ on =an"ar4 7, 781? and the ons"mmation of the sa$e to Stanford on ="$4 (, 7811 or more than one ,7/ 4ear and five ,9/ months after petitionersA a+en 4 ontra t and a"thorit4 to se$$ e:pired. Respondent appe$$ate o"rt dismissed petitionersA appea$ in this wise6 . . . The reso$"tion wo"$d seem to hin+e on the <"estion of whether p$aintiff was instr"menta$ in the fina$ ons"mmation of the sa$e to Stanford whi h was the same name of the ompan4 s"5mitted to defendants as a prospe tive 5"4er a$tho"+h their pri e was onsidered 54 defendant to 5e too $ow and defendants wrote to p$aintiff if the pri e ma4 5e improved "pon 54 Stanford . . . This was on O to5er 7*, 7819. #fter that, there was an e:tension for *) da4s from O to5er '(, 7819 of the a"thorit4 ,E:h. 2;2/ and another on De em5er ', 7819 for another *) da4s from the said date . . . . There is nothin+ in the re ord or in the testimonia$ eviden e that the a"thorit4 e:tended *) da4s from the $ast date of e:tension was ever reserved nor e:tended, nor has there 5een an4 omm"ni ation made to defendants that the p$aintiff was a t"a$$4 ne+otiatin+ with Stanford a 5etter pri e than what was previo"s$4 offered 54 it . . . . In fa t there was no $on+er an4 a+en 4 after the $ast e:tension.

!ertain$4, the $en+th of time whi h had transpired from the date of $ast e:tension of a"thorit4 to the fina$ ons"mmation of the sa$e with Stanford of a5o"t one ,7/ 4ear and five ,9/ months witho"t an4 omm"ni ation at a$$ from p$aintiffs to defendants with respe t to the s"++estion or defendants that StanfordAs offer was too $ow and s"++ested if p$aintiffs ma4 make it 5etter. Be have a ase of proposa$ and o"nter%proposa$ whi h wo"$d not onstit"te a definite $osin+ of the transa tion D"st 5e a"se it was p$aintiff who so$e$4 s"++ested to defendants the name of Stanford as 5"4er . . . . 5 Fna5$e to a ept the dismissa$ of its $aim for "npaid 5rokerAs ommission, petitioners fi$ed the instant petition for review askin+ "s ,7/ to pass "pon the fa t"a$ iss"e of the a$$e+ed e:tension of their a+en 4 ontra t and a"thorit4 to se$$ and ,'/ to r"$e in favor of a 5rokerAs a"tomati entit$ement to the stip"$ated ommission mere$4 "pon se "rin+ for, and introd" in+ to, the se$$er, the parti "$ar 5"4er who "$timate$4 p"r hases from the former the o5De t of the sa$e, re+ard$ess of the e:piration of the 5rokerAs ontra t of a+en 4 and a"thorit4 to se$$. Be find for private respondents. I Petitioners take e: eption to the findin+ of the respondent !o"rt of #ppea$s that their ontra t of a+en 4 and a"thorit4 to se$$ e:pired thirt4 ,*)/ da4s from its $ast renewa$ on De em5er ', 7819. The4 insist that, in the ;etter dated O to5er '(, 781?, &re+orio #raneta III, in 5eha$f of #raneta, In ., renewed petitioner In$and Rea$t4As a"thorit4 to a t as a+ent to se$$ the formerAs 8,()) shares in #r hite tsA for another thirt4 ,*)/ da4s from same date. This ;etter dated O to5er '(, 781?, petitioners $aim, was marked as E:hi5it 2;2 d"rin+ the tria$ pro eedin+s 5efore the tria$ o"rt. This $aim is a 5$atant $ie. In the first p$a e, petitioners have onspi "o"s$4 fai$ed to atta h a ertified op4 of this ;etter dated O to5er '(, 781?. The4 have, in fa t, not atta hed even a ma hine op4 thereof. #$$ the4 +ave this o"rt is their word

that said ;etter dated O to5er '(, 781? does e:ist, and on that 5asis, the4 e:pe t "s to a ordin+$4 r"$e in their favor. S" h naivet4, this o"rt wi$$ not to$erate. Be wi$$ not treat $i+ht$4 petitionersA attempt to mis$ead this o"rt 54 $aimin+ that the ;etter dated O to5er '(, 781? was marked as E:hi5it 2;2 54 the tria$ o"rt, when the tr"th is that the tria$ o"rt marked as E:hi5it 2;2, and the respondent !o"rt of #ppea$s onsidered as E:hi5it 2;,2 private respondent #raneta, In .As ;etter dated O to5er '(, 1975, not 1976. Need$ess to sa4, this 5$atant attempt to mis$ead this o"rt, is ontempt"o"s ond" t that we stern$4 ondemn. II The ;etter dated Novem5er 7?, 781?, $aimed 54 petitioners to have 5een marked as E:hi5it 2M2, has no pro5ative va$"e, onsiderin+ that its ver4 e:isten e remains "nder a heav4 $o"d of do"5t and that h4potheti a$$4 ass"min+ its e:isten e, its a$$e+ed ontent, name$4, a $istin+ of fo"r ,0/ other prospe tive 5"4ers, does not at a$$ prove that the a+en 4 ontra t and a"thorit4 to se$$ in favor of petitioners was renewed or revived after it e:pired on =an"ar4 7, 781?. #s in the ase of the ;etter dated O to5er '(, 781?, petitioners have misera5$4 fai$ed to atta h an4 op4 of the ;etter dated Novem5er 7?, 781?. # op4 thereof wo"$d not he$p petitionersA fai$in+ a"se, an4wa4, espe ia$$4 onsiderin+ that said $etter was si+ned 54 petitioner De $os Re4es and wo"$d therefore take on the nat"re of a se$f%servin+ do "ment that has no evidentiar4 va$"e insofar as petitioners are on erned. III Fina$$4, petitioners asseverate that, re+ard$ess of whether or not their a+en 4 ontra t and a"thorit4 to se$$ had e:pired, the4 are a"tomati a$$4 entit$ed to their 5rokerAs ommission mere$4 "pon se "rin+ for and introd" in+ to private respondent #raneta, In . the 5"4er in the person of Stanford whi h "$timate$4 a <"ired ownership over #raneta, In .As 8,()) shares in #r hite tsA. PetitionersA asseverations are devoid of merit. It is "nderstanda5$e, tho"+h, wh4 petitioners have resorted to a ampai+n for an a"tomati and 5$anket entit$ement to 5rokera+e ommission "pon doin+

nothin+ 5"t s"5mittin+ to private respondent #raneta, In ., the name of Stanford as prospe tive 5"4er of the $atterAs shares in #r hite tsA. Of o"rse petitioners wo"$d advo ate as s" h 5e a"se pre ise$4 petitioners did nothin+ 5"t s"5mit StanfordAs name as prospe tive 5"4er. Petitioners did not s" eed in o"tri+ht$4 se$$in+ said shares "nder the predetermined terms and onditions set o"t 54 #raneta, In ., e.+., that the pri e per share is P7,9)).)). The4 admit that the4 o"$d not diss"ade Stanford from ha++$in+ for the pri e of P7,))).)) per share with the 5a$an e of 9)C of the tota$ p"r hase pri e pa4a5$e in five ,9/ 4ears at 7'C interest per annum. From Septem5er 7?, 7819 to =an"ar4 7, 781?, when petitionersA a"thorit4 to se$$ was s"5sistin+, if at a$$, petitioners had nothin+ to show that the4 a tive$4 served their prin ipa$As interests, p"rs"ed to se$$ the shares in a ordan e with their prin ipa$As terms and onditions, and performed s"5stantia$ a ts that pro:imate$4 and a"sative$4 $ed to the ons"mmation of the sa$e to Stanford of #raneta, In .As 8,()) shares in #r hite tsA. The !o"rt of #ppea$s annot 5e fa"$ted for emphasiIin+ the $apse of more than one ,7/ 4ear and five ,9/ months 5etween the e:piration of petitionersA a"thorit4 to se$$ and the ons"mmation of the sa$e to Stanford, to 5e a si+nifi ant inde: of petitionersA non%parti ipation in the rea$$4 riti a$ events $eadin+ to the ons"mmation of said sa$e, i.e., the ne+otiations to onvin e Stanford to se$$ at #raneta, In .As askin+ pri e, the fina$iIation of the terms and onditions of the sa$e, the draftin+ of the deed of sa$e, the pro essin+ of pertinent do "ments, and the de$iver4 of the shares of sto k to Stanford. !ertain$4, when the $apse of the period of more than one ,7/ 4ear and five ,9/ months 5etween the e:piration of petitionersA a"thorit4 to se$$ and the ons"mmation of the sa$e, is viewed in the onte:t of the "tter $a k of eviden e of petitionersA invo$vement in the ne+otiations 5etween #raneta, In . and Stanford d"rin+ that period and in the s"5se<"ent pro essin+ of the do "ments pertinent to said sa$e, it 5e omes "ndenia5$e that the respondent !o"rt of #ppea$s did not at a$$ err in affirmin+ the tria$ o"rtAs dismissa$ of petitionersA $aim for "npaid 5rokera+e ommission. Petitioners were not the effi ient pro "rin+ a"se 6 in 5rin+in+ a5o"t the sa$e in <"estion an ="$4 (, 7811 and are, therefore, not entit$ed to the

stip"$ated 5rokerAs ommission of 29C on the tota$ pri e.2 BEEREFORE, the instant petition is EERE-K DISMISSED. !osts a+ainst petitioners. SO ORDERED.

Mrs. Tessie Na ian eno, This is to forma$iIe o"r a+reement for 4o" to represent Fnited F$a+ Ind"str4 to dea$ with an4 entit4 or or+aniIation, private or +overnment in onne tion with the marketin+ of o"r prod" ts%f$a+s and a$$ its a essories. For 4o"r servi e, 4o" wi$$ 5e entit$ed to a ommission of thirt4 ,*)C/ per ent.

FIRST DIVISION 15, 1935

G.R. No. L-67339

O%(o4$r

"RIMITI1O SIASAT &+MARCELINO SIASAT, petitioners, vs. INTERME)IATE A""ELLATE CO RT &+TERESITA NACIANCENO, respondents. This is a petition for review of the de ision of the Intermediate #ppe$$ate !o"rt affirmin+ in toto the D"d+ment of the !o"rt of First Instan e of Mani$a, -ran h ..I, whi h ordered the petitioner to pa4 respondent the thirt4 per ent ,*)C/ ommission on 79,??? pie es of Phi$ippine f$a+s worth P8*?,8?).)), mora$ dama+es, attorne4As fees and the osts of the s"it. Sometime in 7810, respondent Teresita Na ian eno s" eeded in onvin in+ offi ia$s of the then Department of Ed" ation and !"$t"re, hereinafter a$$ed Department, to p"r hase witho"t p"5$i 5iddin+, one mi$$ion pesos worth of nationa$ f$a+s for the "se of p"5$i s hoo$s thro"+ho"t the o"ntr4. The respondent was a5$e to e:pedite the approva$ of the p"r hase 54 hand% arr4in+ the different indorsements from one offi e to another, so that 54 the first week of Septem5er, 7810, a$$ the $e+a$ re<"irements had 5een omp$ied with, e: ept the re$ease of the p"r hase orders. Bhen Na ian eno was informed 54 the !hief of the -"d+et Division of the Department that the p"r hase orders o"$d not 5e re$eased "n$ess a forma$ offer to de$iver the f$a+s in a ordan e with the re<"ired spe ifi ations was first s"5mitted for approva$, she onta ted the owners of the Fnited F$a+ Ind"str4 on Septem5er 71, 7810. The ne:t da4, after the transa tion was dis "ssed, the fo$$owin+ do "ment ,E:hi5it #/ was drawn "p6

Si+ned Mr. Primitive Siasat Owner and &en. Mana+er On O to5er 7?, 7810, the first de$iver4 of 1,8** f$a+s was made 54 the Fnited F$a+ Ind"str4. The ne:t da4, on O to5er 71, 7810, the respondentAs a"thorit4 to represent the Fnited F$a+ Ind"str4 was revoked 54 petitioner Primitivo Siasat. # ordin+ to the findin+s of the o"rts 5e$ow, Siasat, after re eivin+ the pa4ment of P0?8,8().)) on O to5er '*, 7810 for the first de$iver4, tendered the amo"nt of P'*,8)).)) or five per ent ,9C/ of the amo"nt re eived, to the respondent as pa4ment of her ommission. The $atter a$$e+ed$4 protested. She ref"sed to a ept the said amo"nt insistin+ on the *)C ommission a+reed "pon. The respondent was prevai$ed "pon to a ept the same, however, 5e a"se of the ass"ran e of the petitioners that the4 wo"$d pa4 the ommission in f"$$ after the4 de$ivered the other ha$f of the order. The respondent states that she $ater on $earned that petitioner Siasat had a$read4 re eived pa4ment for the se ond de$iver4 of 1,(** f$a+s. Bhen she onfronted the petitioners, the4 vehement$4 denied re eipt of the pa4ment, at the same time $aimin+ that the respondent had no parti ipation whatsoever with re+ard to the se ond de$iver4 of f$a+s and that the a+en 4 had a$read4 5een revoked. The respondent ori+ina$$4 fi$ed a omp$aint with the !omp$aints and Investi+ation Offi e in Ma$a aOan+ 5"t when nothin+ ame of the omp$aint, she fi$ed an a tion in the !o"rt of First Instan e of Mani$a to re over the fo$$owin+ ommissions6 '9C, as

5a$an e on the first de$iver4 and *)C, on the se ond de$iver4. The tria$ o"rt de ided in favor of the respondent. The dispositive portion of the de ision reads as fo$$ows6 BEEREFORE, D"d+ment is here54 rendered senten in+ Primitivo Siasat to pa4 to the p$aintiff the s"m of P'(7,8((.)), min"s the s"m P'*,8)).)), with $e+a$ interest from the date of this de ision, and orderin+ the defendants to pa4 Doint$4 and so$idari$4 the s"m of P'9,))).)) as mora$ dama+es, and P'9,))).)) as attorne4As fees, a$so with $e+a$ interest from the date of this de ision, and the osts. The de ision was affirmed in toto 54 the Intermediate #ppe$$ate !o"rt. #fter their motion for re onsideration was denied, the petitioners went to this !o"rt on a petition for review on #"+"st ?, 78(0. In assai$in+ the appe$$ate o"rtAs de ision, the petition tenders the fo$$owin+ ar+"ments6 first, the a"thoriIation makin+ the respondent the petitionerAs representative mere$4 states that she o"$d dea$ with an4 entit4 in onne tion with the marketin+ of their prod" ts for a ommission of *)C. There was no spe ifi a"thoriIation for the sa$e of 79,??? Phi$ippine f$a+s to the DepartmentH se ond, there were two transa tions invo$ved eviden ed 54 the separate p"r hase orders and separate de$iver4 re eipts, E:hi5it ?%! for the p"r hase and de$iver on O to5er 7?, 7810, and E:hi5its 1 to 1%!, for the p"r hase and de$iver4 on Novem5er ?, 7810. The revo ation of a+en 4 effe ted 54 the parties with m"t"a$ onsent on O to5er 71, 7810, therefore, fore $oses the respondentAs $aim of *)C ommission on the se ond transa tionH and $ast, there was no 5asis for the +rantin+ of attorne4As fees and mora$ dama+es 5e a"se there was no showin+ of 5ad faith on the part of the petitioner. It was respondent who showed 5ad faith in den4in+ havin+ re eived her ommission on the first de$iver4. The petitionerAs o"nter $aim, therefore, sho"$d have 5een +ranted. This petition was initia$$4 dismissed for $a k of merit in a min"te reso$"tion.On a motion for

re onsideration, however,this !o"rt +ive d"e o"rse to the petition on Novem5er 70, 78(0. #fter a aref"$ review of the re ords, we are onstrained to s"stain with some modifi ations the de ision of the appe$$ate o"rt. Be find respondentAs ar+"ment re+ardin+ respondentAs in apa it4 to represent them in the transa tion with the Department "ntena5$e. There are severa$ kinds of a+ents. To <"ote a ommentator on the matter6 #n a+ent ma4 5e ,7/ "niversa$6 ,'/ +enera$, or ,*/ spe ia$. # "niversa$H a+ent is one a"thoriIed to do a$$ a ts for his prin ipa$ whi h an $awf"$$4 5e de$e+ated to an a+ent. So far as s" h a ondition is possi5$e, s" h an a+ent ma4 5e said to have "niversa$ a"thorit4. ,Me . Se . 9(/. # +enera$ a+ent is one a"thoriIed to do a$$ a ts pertainin+ to a 5"siness of a ertain kind or at a parti "$ar p$a e, or a$$ a ts pertainin+ to a 5"siness of a parti "$ar $ass or series. Ee has "s"a$$4 a"thorit4 either e:press$4 onferred in +enera$ terms or in effe t made +enera$ 54 the "sa+es, "stoms or nat"re of the 5"siness whi h he is a"thoriIed to transa t. #n a+ent, therefore, who is empowered to transa t a$$ the 5"siness of his prin ipa$ of a parti "$ar kind or in a parti "$ar p$a e, wo"$d, for this reason, 5e ordinari$4 deemed a +enera$ a+ent. ,Me Se . ,*)/. # spe ia$ a+ent is one a"thoriIed to do some parti "$ar a t or to a t "pon some parti "$ar o asion. $ie a ts "s"a$$4 in a ordan e with spe ifi instr" tions or "nder $imitations ne essari$4 imp$ied from the nat"re of the a t to 5e done. ,Me . Se . ?7/ ,Padi$$a, !ivi$ ;aw The !ivi$ !ode #nnotated, Vo$. VI, 78?8 Edition, p. ')0/.

One does not have to "ndertake a $ose s r"tin4 of the do "ment em5od4in+ the a+reement 5etween the petitioners and the respondent to ded" e that the A$atter was instit"ted as a +enera$ a+ent. Indeed, it an easi$4 5e seen 54 the wa4 +enera$ words were emp$o4ed in the a+reement that no restri tions were intended as to the manner the a+en 4 was to 5e arried o"t or in the p$a e where it was to 5e e:e "ted. The power +ranted to the respondent was so 5road that it pra ti a$$4 overs the ne+otiations $eadin+ to, and the e:e "tion of, a ontra t of sa$e of petitionersA mer handise with an4 entit4 or or+aniIation. There is no merit in petitionersA a$$e+ations that the ontra t of a+en 4 5etween the parties was entered into "nder fra"d"$ent representation 5e a"se respondent 2wo"$d not dis $ose the a+en 4 with whi h she was s"pposed to transa t and made the petitioner 5e$ieve that she wo"$d 5e dea$in+ with The Visa4as2, and that 2the petitioner had known of the transa tions and@or proDe t for the said p"r hase of the Phi$ippine f$a+s 54 the Department of Ed" ation and !"$t"re and pre ise$4 it was the one 5ein+ fo$$owed "p a$so 54 the petitioner.2 If the ir "mstan es were as $aimed 54 the petitioners, the4 wo"$d have e:erted efforts to prote t their interests 54 $imitin+ the respondentAs a"thorit4. There was nothin+ to prevent the petitioners from statin+ in the ontra t of a+en 4 that the respondent o"$d represent them on$4 in the Visa4as. Or to state that the Department of Ed" ation and !"$t"re and the Department of Nationa$ Defense, whi h a$one wo"$d need a mi$$ion pesos worth of f$a+s, are o"tside the s ope of the a+en 4. #s the tria$ o"rt opined, it is in redi5$e that the4 o"$d 5e so are$ess after 5ein+ in the 5"siness for fifteen 4ears. # ardina$ r"$e of eviden e em5odied in Se tion 1 R"$e 7*) of o"r Revised R"$es of !o"rt states that 2when the terms of an a+reement have 5een red" ed to writin+, it is to 5e onsidered as ontainin+ a$$ s" h terms, and, therefore, there an 5e 5etween the parties and their s" essors%in% interest, no eviden e of the terms of the a+reement other than the ontents of the writin+2, e: ept in ases spe ifi a$$4 mentioned in the same r"$e. Petitioners have fai$ed to show that their a+reement fa$$s "nder an4 of these e: eptions. The respondent was +iven amp$e a"thorit4 to transa t with the Department in 5eha$f of the petitioners. E<"a$$4

witho"t merit is the petitionersA proposition that the transa tion invo$ved two separate ontra ts 5e a"se there were two p"r hase orders and two de$iveries. The petitionersA eviden e is over ome 54 other pie es of eviden e provin+ that there was on$4 one transa tion. The indorsement of then #ssistant E:e "tive Se retar4 Ro5erto Re4es to the -"d+et !ommission on Septem5er *, 7810 ,E:hi5it 2!2/ attests to the fa t that o"t of the tota$ 5"d+et of the Department for the fis a$ 4ear 7819, 2P7,))),))).)) is for the p"r hase of nationa$ f$a+s.2 This is a$so ref$e ted in the Finan ia$ and Bork P$an Re<"est for #$$otment ,E:hi5it 2F2/ s"5mitted 54 Se retar4 ="an Man"e$ for fis a$ 4ear 7819 whi h however, divided the a$$o ation and re$ease of the f"nds into three, orrespondin+ to the se ond, third, and fo"rth <"arters of the said 4ear. ;ater orresponden e 5etween the Department and the -"d+et !ommission ,E:hi5its 2D2 and 2E2/ show that the first a$$otment of P9)).))).)) was re$eased d"rin+ the se ond <"arter. Eowever, d"e to the ne essit4 of f"rnishin+ a$$ of the p"5$i s hoo$s in the o"ntr4 with the Phi$ippine f$a+, Se retar4 Man"e$ re<"ested for the immediate re$ease of the pro+rammed a$$otments intended for the third and fo"rth <"arters. These ir "mstan es e:p$ain wh4 two p"r hase orders and two de$iveries had to 5e made on one transa tion. The petitionersA eviden e does not ne essari$4 prove that there were two separate transa tions. E:hi5it 2?2 is a +enera$ indorsement made 54 Se retar4 Man"e$ for the p"r hase of the nationa$ f$a+s for p"5$i s hoo$s. It ontains no referen e to the n"m5er of f$a+s to 5e ordered or the amo"nt of f"nds to 5e re$eased. E:hi5it 212 is a $etter re<"est for a 2simi$ar a"thorit42 to p"r hase f$a+s from the Fnited F$a+ Ind"str4. This was, however, written 54 Dr. Nar iso #$5arra in who was appointed # tin+ Se retar4 of the Department after Se retar4 Man"e$As ten"re, and who ma4 not have known the rea$ nat"re of the transa tion. If the ontra ts were separate and distin t from one another, the who$e or at $east a s"5stantia$ part of the +overnmentAs s"pp$4 pro "rement pro ess wo"$d have 5een repeated. In this ase, what were iss"ed were mere indorsements for the re$ease of f"nds and a"thoriIation for the ne:t p"r hase.

Sin e on$4 one transa tion was invo$ved, we den4 the petitionersA ontention that respondent Na ian eno is not entit$ed to the stip"$ated ommission on the se ond de$iver4 5e a"se of the revo ation of the a+en 4 effe ted after the first de$iver4. The revo ation of a+en 4 o"$d not prevent the respondent from earnin+ her ommission 5e a"se as the tria$ o"rt opined, it ame too $ate, the ontra t of sa$e havin+ 5een a$read4 perfe ted and part$4 e:e "ted. In Macondra ! "o. #. Sellner ,** Phi$. *1), *11/, a ase ana$o+o"s to this one in prin ip$e, this !o"rt he$d6 Be do not mean to <"estion the +enera$ do trine as to the power of a prin ipa$ to revoke the a"thorit4 of his a+ent at wi$$, in the a5sen e of a ontra t fi:in+ the d"ration of the a+en 4 ,s"5De t, however, to some we$$ defined e: eptions/. O"r r"$in+ is that at the time fi:ed 54 the mana+er of the p$aintiff ompan4 for the termination of the ne+otiations, the defendant rea$ estate a+ent had a$read4 earned the ommissions a+reed "pon, and o"$d not 5e deprived thereof 54 the ar5itrar4 a tion of the p$aintiff ompan4 in de $inin+ to e:e "te the ontra t of sa$e for some reason persona$ to itse$f. The prin ipa$ annot deprive his a+ent of the ommission a+reed "pon 54 an e$$in+ the a+en 4 and, thereafter, dea$in+ dire t$4 with the 5"4er. ,Infante v. !"nanan, 8* Phi$. ?87/. The appe$$ate o"rts itation of its previo"s r"$in+ in $eim%rod et al. #. &edesma ,!.#. 08 O.&. 79)1/ is orre t6 The appe$$ee is entit$ed to re over4. No itation is ne essar4 to show that the +enera$ $aw of ontra ts the e<"ita5$e prin ip$e of estoppe$. and the e:pense of another, "pho$d pa4ment of ompensation for servi es rendered. There is merit, however, in the petitionersA ontention that the a+entAs ommission on the first

de$iver4 was f"$$4 paid. The eviden e does not s"stain the respondentAs $aim that the petitioners paid her on$4 9C and that their ri+ht to o$$e t another '9C ommission on the first de$iver4 m"st 5e "phe$d. Bhen respondent Na ian eno asked the Ma$a anan+ !omp$aints and Investi+ation Offi e to he$p her o$$e t her ommission, her statement "nder oath referred e: $"sive$4 to the *)C ommission on the se ond de$iver4. The statement was emphati that 2now2 her demand was for the *)C ommission on the ,se ond/ re$ease of P0?8,8().)). The demand $etter of the respondentAs $aw4er dated Novem5er 7*, 78(0 asked petitioner Siasat on$4 for the *)C ommission d"e from the se ond de$iver4. The fa t that the respondent demanded on$4 the ommission on the se ond de$iver4 witho"t referen e to the a$$e+ed "npaid 5a$an e whi h was on$4 s$i+ht$4 $ess than the amo"nt $aimed an on$4 mean that the ommission on the first de$iver4 was a$read4 f"$$4 paid, !onsiderin+ the siIea5$e s"m invo$ved, s" h an omission is too +$arin+$4 remiss to 5e re+arded as an oversi+ht. Moreover, the respondentAs a"thoriIation $etter ,E:hi5it 292/ 5ears her si+nat"re with the handwritten words 2F"$$4 Paid2, ins ri5ed a5ove it. The respondent ontested her si+nat"re as a for+er4, Eandwritin+ e:perts from two +overnment a+en ies testified on the matter. The reason +iven 54 the tria$ o"rt in r"$in+ for the respondent is too f$ims4 to warrant a findin+ of for+er4. The o"rt stated that in thirteen do "ments presented as e:hi5its, the private respondent si+ned her name as 2Tessie Na ian eno2 whi$e in this parti "$ar instan e, she si+ned as 2T. Na ian eno.2 The stated 5asis is inade<"ate to s"stain the respondentAs a$$e+ation of for+er4. # varian e in the manner the respondent si+ned her name an not 5e onsidered as on $"sive proof that the <"estioned si+nat"re is a for+er4. The mere fa t that the respondent si+ned thirteen do "ments "sin+ her f"$$ name does not r"$e o"t the possi5i$it4 of her havin+ si+ned the notation 2F"$$4 Paid2, with her initia$ for the +iven ame and the s"rname written in f"$$. Bhat she was si+nin+ was a mere a know$ed+ment.

This $eaves the e:pert testimon4 as the so$e 5asis for the verdi t of for+er4. In s"pport of their a$$e+ation of f"$$ pa4ment as eviden ed 54 the si+ned a"thoriIation $etter ,E:hi5it 29%#2/, the petitioners presented as witness Mr. Fran is o !r"I. =r., a senior do "ment e:aminer of the Phi$ippine !onsta5"$ar4 !rime $a5orator4. In re5"tta$, the respondent presented Mr. #r adio Ramos, a D"nior do "ment e:aminer of the Nationa$ -"rea" of Investi+ation. Bhi$e the e:perts testified in a ivi$ ase, the prin ip$es in rimina$ ases invo$vin+ for+er4 are app$i a5$e. For+er4 annot 5e pres"med. It m"st 5e proved. In 'orromeo #. "ourt o( )ppeals ,7*7 S!R# *7(, *'?/ we he$d that6 ::: ::: ::: ... Bhere the eviden e, as here, +ives rise to two pro5a5i$ities, one onsistent with the defendantAs inno en e and another indi ative of his +"i$t, that whi h is favora5$e to the a "sed sho"$d 5e onsidered. The onstit"tiona$ pres"mption of inno en e ontin"es "nti$ overthrown 54 proof of +"i$t 5e4ond reasona5$e do"5t, whi h re<"ires mora$ ertaint4 whi h onvin es and satisfies the reason and ons ien e of those who are to a t "pon it. ,Peop$e v. !$ores, et a$., 7'9 S!R# ?1H Peop$e v. -a"tista, (7 Phi$. 1(/. Be r"$ed in another ase that where the s"pposed e:pertAs testimon4 wo"$d onstit"te the so$e +ro"nd for onvi tion and there is e<"a$$4 onvin in+ e:pert testimon4 to the ontrar4, the onstit"tiona$ pres"mption of inno en e m"st prevai$. ,;orenIo &a. !esar v. Eon. Sandi+an5a4an and Peop$e of the Phi$ippines, 7*0 S!R# 7)9/. In the present ase, the ir "mstan es ear$ier mentioned taken with the testimon4 of the P! senior do "ment e:aminer $ead "s to r"$e a+ainst for+er4. Be a$so r"$e a+ainst the respondentAs a$$e+ation that the petitioners a ted in 5ad faith when the4 revoked the a+en 4 +iven to the respondent.

Fra"d and 5ad faith are matters not to 5e pres"med 5"t matters to 5e a$$e+ed with s"ffi ient fa ts. To s"pport a D"d+ment for dama+es, fa ts whi h D"stif4 the inferen e of a $a k or a5sen e of +ood faith m"st 5e a$$e+ed and proven. ,-a o$od%M"r ia Mi$$in+ !o., In . vs. First Farmers Mi$$in+ !o., In ., Et ., 7)* S!R# 0*?/. There is no eviden e on re ord from whi h to on $"de that the revo ation of the a+en 4 was de$i5erate$4 effe ted 54 the petitioners to avoid pa4ment of the respondentAs ommission. Bhat appears 5efore "s is on$4 the petitionerAs "se in o"rt of s" h a fa t"a$ a$$e+ation as a defense a+ainst the respondentAs $aim. This a$one does not per se make the petitioners +"i$t4 of 5ad faith for that defense sho"$d have 5een f"$$4 $iti+ated. Mora$ dama+es annot 5e awarded in the a5sen e of a wron+f"$ a t or omission or of fra"d or 5ad faith. ,R 3 - S"ret4 3 Ins"ran e !o., In . vs. Intermediate #ppe$$ate !o"rt, 7'8 S!R# 1*?/. Be therefore, r"$e that the award of P'9,))).)) as mora$ dama+es is witho"t 5asis. The additiona$ award of P'9,))).)) dama+es 54 wa4 of attorne4As fees, was +iven 54 the o"rts 5e$ow on the 5asis of #rti $e '')(, Para+raph ', of the !ivi$ !ode, whi h provides6 2Bhen the defendantAs a t or omission has ompe$$ed the p$aintiff to $iti+ate with third persons or to in "r e:penses to prote t his interestsH2 attorne4As fees ma4 5e awarded as dama+es. ,Pirovano et a$. v. De $a Rama Steamship !o., 8? Phi$. **9/. The "nder$4in+ ir "mstan es of this ase $ead "s to r"$e o"t an4 award of attorne4As fees. For one thin+, the respondent did not ome to o"rt with omp$ete$4 $ean hands. For another, the petitioners apparent$4 5e$ieved the4 o"$d $e+a$$4 revoke the a+en 4 in the manner the4 did and dea$ dire t$4 with ed" ation offi ia$s hand$in+ the p"r hase of Phi$ippine f$a+s. The4 had reason to sin ere$4 5e$ieve the4 did not have to pa4 a ommission for the se ond de$iver4 of f$a+s. Be annot $ose this ase witho"t ommentin+ adverse$4 on the ine:p$i a5$4 stran+e pro "rement po$i ies of the Department of Ed" ation and !"$t"re in its p"r hase of Phi$ippine f$a+s. There is no reason wh4 a sho kin+ *)C of the ta:pa4ersA mone4 sho"$d +o to an a+ent or fa i$itator who had

no f$a+s to se$$ and whose on$4 work was to se "re and hand arr4 the indorsements of ed" ation and 5"d+et offi ia$s. There are on$4 a few man"fa t"rers of f$a+s in o"r o"ntr4 with the petitioners $aimin+ to have s"pp$ied f$a+s for o"r p"5$i s hoo$s on ear$ier o asions. If p"5$i 5iddin+ was deemed "nne essar4, the Department sho"$d have ne+otiated dire t$4 with f$a+ man"fa t"rers. !onsiderin+ the sad p$i+ht of "nderpaid and overworked $assroom tea hers whose pitif"$ sa$aries and a$$owan es annot sometimes 5e paid on time, a P*)),))).)) fee for a P7,))),))).)) p"r hase of f$a+s is not on$4 $ear$4 "nne essar4 5"t a s anda$o"s waste of p"5$i f"nds as we$$. BEEREFORE, the de ision of the respondent o"rt is here54 MODIFIED. The petitioners are ordered to pa4 the respondent the amo"nt of ONE EFNDRED FOFRTK TEOFS#ND NINE EFNDRED #ND NINETK FOFR PESOS ,P70),880.))/ as her ommission on the se ond de$iver4 of f$a+s with $e+a$ interest from the date of the tria$ o"rtAs de ision. No prono"n ement as to osts. SO ORDERED.

087*( iss"ed 54 the Re+istr4 of Deeds of Mani$a. 2 The tit$e was re+istered in the name of Fran is o #. Ve$oso, sin+$e, 3 on O to5er 0, 7891. 4 The said tit$e was s"5se<"ent$4 an e$$ed and a new one, Transfer !ertifi ate of Tit$e No. 7()?(9, was iss"ed in the name of #+$a$oma -. Es ario, married to &re+orio ;. Es ario, on Ma4 '0, 78((. 5 On #"+"st '0, 78((, petitioner Ve$oso fi$ed an a tion for ann"$ment of do "ments, re onve4an e of propert4 with dama+es and pre$iminar4 inD"n tion and@or restrainin+ order. The omp$aint, do keted as !ivi$ !ase No. ((%098'?, was raff$ed to the Re+iona$ Tria$ !o"rt, -ran h 09, Mani$a. Petitioner a$$e+ed therein that he was the a5so$"te owner of the s"5De t propert4 and he never a"thoriIed an45od4, not even his wife, to se$$ it. Ee a$$e+ed that he was in possession of the tit$e 5"t when his wife, Irma, $eft for a5road, he fo"nd o"t that his op4 was missin+. Ee then verified with the Re+istr4 of Deeds of Mani$a and there he dis overed that his tit$e was a$read4 an e$$ed in favor of defendant #+$a$oma Es ario. The transfer of propert4 was s"pported 54 a &enera$ Power of #ttorne4 6 dated Novem5er '8, 78(9 and Deed of #5so$"te Sa$e, dated Novem5er ', 78(1, e:e "ted 54 Irma Ve$oso, wife of the petitioner and appearin+ as his attorne4%in% fa t, and defendant #+$a$oma 7 Es ario. Petitioner Ve$oso, however, denied havin+ e:e "ted the power of attorne4 and a$$e+ed that his si+nat"re was fa$sified. Ee a$so denied havin+ seen or even known Rosemarie Re4es and Ime$da Santos, the s"pposed witnesses in the e:e "tion of the power of attorne4. Ee vehement$4 denied havin+ met or transa ted with the defendant. Th"s, he ontended that the sa$e of the propert4, and the s"5se<"ent transfer thereof, were n"$$ and void. Petitioner Ve$oso, therefore, pra4ed that a temporar4 restrainin+ order 5e iss"ed to prevent the transfer of the s"5De t propert4H that the &enera$ Power of #ttorne4, the Deed of #5so$"te Sa$e and the Transfer !ertifi ate of Tit$e No. 7()?(9 5e ann"$$edH and the s"5De t propert4 5e re onve4ed to him.

G.R. No. 152737 A/6/'( 21, 1996 !RANCISCO A. 1ELOSO, petitioner, vs. CO RT O! A""EALS, AGLALOMA B. ESCARIO, &''i'($- 47 8$r 8/'4&+- GREGORIO L. ESCARIO, (8$ REGISTER O! )EE)S !OR THE CIT0 O! MANILA, respondents. This petition for review assai$s the de ision of the !o"rt of #ppea$s, dated ="$4 '8, 7887, the dispositive portion of whi h reads6 BEEREFORE, the de ision appea$ed from is here54 #FFIRMED IN TOTO. !osts a+ainst appe$$ant. 1 The fo$$owin+ are the ante edent fa ts6 Petitioner Fran is o Ve$oso was the owner of a par e$ of $and sit"ated in the distri t of Tondo, Mani$a, with an area of one h"ndred sevent4 seven ,711/ s<"are meters and overed 54 Transfer !ertifi ate of Tit$e No.

Defendant #+$a$oma Es ario in her answer a$$e+ed that she was a 5"4er in +ood faith and denied an4 know$ed+e of the a$$e+ed irre+"$arit4. She a$$e+ed$4 re$ied on the +enera$ power of attorne4 of Irma Ve$oso whi h was s"ffi ient in form and s"5stan e and was d"$4 notariIed. She ontended that p$aintiff ,herein petitioner/, had no a"se of a tion a+ainst her. In seekin+ for the de $aration of n"$$it4 of the do "ments, the rea$ part4 in interest was Irma Ve$oso, the wife of the p$aintiff. She sho"$d have 5een imp$eaded in the ase. In fa t, P$aintiffAs a"se of a tion sho"$d have 5een a+ainst his wife, Irma. !onse<"ent$4, defendant Es ario pra4ed for the dismissa$ of the omp$aint and the pa4ment to her of dama+es. 3 Pre%tria$ was ond" ted. The so$e iss"e to 5e reso$ved 54 the tria$ o"rt was whether or not there was a va$id sa$e of the s"5De t propert4. 9 D"rin+ the tria$, p$aintiff ,herein petitioner/ Fran is o Ve$oso testified that he a <"ired the s"5De t propert4 from the Phi$ippine -"i$din+ !orporation, as eviden ed 54 a Deed of Sa$e dated O to5er 7, 7891. 15 Ee married Irma ;aIatin on =an"ar4 '), 78?'. 11 Een e, the propert4 did not 5e$on+ to their onD"+a$ partnership. P$aintiff f"rther asserted that he did not si+n the power of attorne4 and as proof that his si+nat"re was fa$sified, he presented #$$ied -ank !he ks Nos. 7??*0?0), 7??*0?07 and 7??*0?0*, whi h a$$e+ed$4 5ore his +en"ine si+nat"re. Bitness for the p$aintiff #tt4. ="$ian &. T"5i+ denied an4 parti ipation in the e:e "tion of the +enera$ power of attorne4. Ee attested that he did not si+n thereon, and the same was never entered in his Notaria$ Re+ister on Novem5er '8, 78(9. In the de ision of the tria$ o"rt dated Mar h 8, 788), 12 defendant #+$a$oma Es ario was adD"d+ed the $awf"$ owner of the propert4 as she was deemed an inno ent p"r haser for va$"e. The assai$ed +enera$ power of attorne4 was he$d to 5e va$id and s"ffi ient for the p"rpose. The tria$ o"rt r"$ed that there was no need for a spe ia$ power of

attorne4 when the spe ia$ power was a$read4 mentioned in the +enera$ one. It a$so de $ared that p$aintiff fai$ed to s"5stantiate his a$$e+ation of fra"d. The o"rt a$so stressed that p$aintiff was not entire$4 5$ame$ess for a$tho"+h he admitted to 5e the on$4 person who had a ess to the tit$e and other important do "ments, his wife was sti$$ a5$e to possess the op4. !itin+ Se tion 99 of # t 08?, the o"rt he$d that IrmaAs possession and prod" tion of the ertifi ate of tit$e was deemed a on $"sive a"thorit4 from the p$aintiff to the Re+ister of Deeds to enter a new ertifi ate. Then app$4in+ the prin ip$e of e<"ita5$e estoppe$, p$aintiff was he$d to 5ear the $oss for it was he who made the wron+ possi5$e. Th"s6 BEEREFORE, the !o"rt finds for the defendants and a+ainst p$aintiff J a. de $arin+ that there was a va$id sa$e of the s"5De t propert4 in favor of the defendantH 5. den4in+ a$$ other $aims of the parties for want of $e+a$ and fa t"a$ 5asis. Bitho"t prono"n ement as to osts. SO ORDERED. Not satisfied with the de ision, petitioner Ve$oso fi$ed his appea$ with the !o"rt of #ppea$s. The respondent o"rt affirmed in toto the findin+s of the tria$ o"rt. Een e, this petition for review 5efore Fs. This petition for review was initia$$4 dismissed for fai$"re to s"5mit an affidavit of servi e of a op4 of the petition on the o"nse$ for private respondent. 13 # motion for re onsideration of the reso$"tion was fi$ed 5"t it was denied in are reso$"tion dated Mar h *), 788'. 14 # se ond motion for re onsideration was fi$ed and in a reso$"tion

dated #"+. *, 788', the motion was +ranted and the petition for review was reinstated. 15 # s"pp$ementa$ petition was fi$ed on O to5er 8, 788' with the fo$$owin+ assi+nment of errors6 I The !o"rt of #ppea$s ommitted a +rave error in not findin+ that the for+er4 of the power of attorne4 ,E:h . 2!2/ had 5een ade<"ate$4 proven, despite the preponderant eviden e, and in doin+ so, it has so far departed from the app$i a5$e provisions of $aw and the de isions of this Eonora5$e !o"rt, as to warrant the +rant of this petition for review on certiorari. II There are prin ip$es of D"sti e and e<"it4 that warrant a review of the de ision. III The !o"rt of #ppea$s erred in affirmin+ the de ision of the tria$ o"rt whi h misapp$ied the prin ip$e of e<"ita5$e estoppe$ sin e the petitioner did not fai$ in his d"t4 of o5servin+ d"e di$i+en e in the safekeepin+ of the tit$e to the propert4. Be find petitionerAs meritorio"s. ontentions not

$ands, tenements and hereditaments or other forms of rea$ propert4, more spe ifi a$$4 T!T No. 087*(, "pon s" h terms and onditions and "nder s" h ovenants as m4 said attorne4 sha$$ deem fit and proper. 16 Th"s, there was no need to e:e "te a separate and spe ia$ power of attorne4 sin e the +enera$ power of attorne4 had e:press$4 a"thoriIed the a+ent or attorne4 in fa t the power to se$$ the s"5De t propert4. The spe ia$ power of attorne4 an 5e in $"ded in the +enera$ power when it is spe ified therein the a t or transa tion for whi h the spe ia$ power is re<"ired. The +enera$ power of attorne4 was a epted 54 the Re+ister of Deeds when the tit$e to the s"5De t propert4 was an e$$ed and transferred in the name of private respondent. In ;R! !ons"$ta No. 7'*, Re+ister of Deeds of #$5a4, Nov. 7), 789?, it stated that6 Bhether the instr"ment 5e denominated as 2+enera$ power of attorne42 or 2spe ia$ power of attorne42, what matters is the e:tent of the power or powers ontemp$ated "pon the a+ent or attorne4 in fa t. If the power is o" hed in +enera$ terms, then s" h power annot +o 5e4ond a ts of administration. Eowever, where the power to se$$ is spe ifi , it not 5ein+ mere$4 imp$ied, m" h $ess o" hed in +enera$ terms, there an not 5e an4 do"5t that the attorne4 in fa t ma4 e:e "te a va$id sa$e. #n instr"ment ma4 5e aptioned as 2spe ia$ power of attorne42 5"t if the powers +ranted are o" hed in +enera$ terms witho"t mentionin+ an4 spe ifi power to se$$ or mort+a+e or to do other spe ifi a ts of stri t dominion, then in that ase on$4 a ts of administration ma4 5e deemed onferred. Petitioner ontends that his si+nat"re on the power of attorne4 was fa$sified. Ee a$so a$$e+es that the same was not d"$4 notariIed for as testified 54 #tt4. T"5i+ himse$f, he did

#n e:amination of the re ords showed that the assai$ed power of attorne4 was va$id and re+"$ar on its fa e. It was notariIed and as s" h, it arries the evidentiar4 wei+ht onferred "pon it with respe t to its d"e e:e "tion. Bhi$e it is tr"e that it was denominated as a +enera$ power of attorne4, a per"sa$ thereof revea$ed that it stated an a"thorit4 to se$$, to wit6 '. To 5"4 or se$$, hire or $ease, mort+a+e or otherwise h4pothe ate

not si+n thereon nor was it ever re orded in his notaria$ re+ister. To 5o$ster his ar+"ment, petitioner had presented he ks, marria+e ertifi ate and his residen e ertifi ate to prove his a$$e+ed +en"ine si+nat"re whi h when ompared to the si+nat"re in the power of attorne4, showed some differen e. Be fo"nd, however, that the 5asis presented 54 the petitioner was inade<"ate to s"stain his a$$e+ation of for+er4. Mere varian e of the si+nat"res annot 5e onsidered as on $"sive proof that the same were for+ed. For+er4 annot 5e pres"med 17 Petitioner, however, fai$ed to prove his a$$e+ation and simp$4 re$ied on the apparent differen e of the si+nat"res. Eis denia$ had not esta5$ished that the si+nat"re on the power of attorne4 was not his. Be a+ree with the on $"sion of the $ower o"rt that private respondent was an inno ent p"r haser for va$"e. Respondent #+$a$oma re$ied on the power of attorne4 presented 54 petitionerAs wife, Irma. -ein+ the wife of the owner and havin+ with her the tit$e of the propert4, there was no reason for the private respondent not to 5e$ieve in her a"thorit4. Moreover, the power of attorne4 was notariIed and as s" h, arried with it the pres"mption of its d"e e:e "tion. Th"s, havin+ had no ink$in+ on an4 irre+"$arit4 and havin+ no parti ipation thereof, private respondent was a 5"4er in +ood faith. It has 5een onsistent$4 he$d that a p"r haser in +ood faith is one who 5"4s propert4 of another, witho"t noti e that some other person has a ri+ht to, or interest in s" h propert4 and pa4s a f"$$ and fair pri e for the same, at the time of s" h p"r hase, or 5efore he has noti e of the $aim or interest of some other person in the propert4. 13 Do "ments a know$ed+ed 5efore a notar4 p"5$i have the evidentiar4 wei+ht with respe t to their d"e e:e "tion. The <"estioned power of attorne4 and deed of sa$e, were notariIed and therefore, pres"med to 5e va$id and d"$4 e:e "ted. #tt4. T"5i+ denied havin+ notariIed the said do "ments and a$$e+ed that his si+nat"re had a$so 5een fa$sified. Ee presented samp$es of his si+nat"re to prove his

ontention. For+er4 sho"$d 5e proved 54 $ear and onvin in+ eviden e and whoever a$$e+es it has the 5"rden of provin+ the same. ="st $ike the petitioner, witness #tt4. T"5i+ mere$4 pointed o"t that his si+nat"re was different from that in the power of attorne4 and deed of sa$e. There had never 5een an a "rate e:amination of the si+nat"re, even that of the petitioner. To determine for+er4, it was he$d in "esar #s. Sandi*an%a an 19,<"otin+ Os5orn, The Pro5$em of Proof/ that6 The pro ess of identifi ation, therefore, m"st in $"de the determination of the e:tent, kind, and si+nifi an e of this resem5$an e as we$$ as of the variation. It then 5e omes ne essar4 to determine whether the variation is d"e to the operation of a different persona$it4, or is on$4 the e:pe ted and inevita5$e variation fo"nd in the +en"ine writin+ of the same writer. It is a$so ne essar4 to de ide whether the resem5$an e is the res"$t of a more or $ess ski$$f"$ imitation, or is the ha5it"a$ and hara teristi resem5$an e whi h nat"ra$$4 appears in a +en"ine writin+. Bhen these two <"estions are orre t$4 answered the who$e pro5$em of identifi ation is so$ved. Even +rantin+ for the sake of ar+"ment, that the petitionerAs si+nat"re was fa$sified and onse<"ent$4, the power of attorne4 and the deed of sa$e were n"$$ and void, s" h fa t wo"$d not revoke the tit$e s"5se<"ent$4 iss"ed in favor of private respondent #+$a$oma. In +enio,-%sequio #s. "ourt o( )ppeals, 25 it was he$d, #i.6 The ri+ht of an inno ent p"r haser for va$"e m"st 5e respe ted and prote ted, even if the se$$er o5tained his tit$e thro"+h fra"d. The remed4 of the person preD"di ed is to 5rin+ an a tion for dama+es a+ainst those who a"sed or emp$o4ed the fra"d, and if the $atter are inso$vent, an a tion a+ainst the Treas"rer of the Phi$ippines ma4 5e fi$ed for re over4

of dama+es a+ainst the #ss"ran e F"nd. Fina$$4H the tria$ o"rt did not err in app$4in+ e<"ita5$e estoppe$ in this ase. The prin ip$e of e<"ita5$e estoppe$ states that where one or two inno ent persons m"st s"ffer a $oss, he who 54 his ond" t made the $oss possi5$e m"st 5ear it. From the eviden e add" ed, it sho"$d 5e the petitioner who sho"$d 5ear the $oss. #s the o"rt a quo fo"nd6 -esides, the re ords of this ase dis $osed that the p$aintiff is not entire$4 free from 5$ame. Ee admitted that he is the so$e person who has a ess to T!T No. 087*( and other do "ments appertainin+ thereto ,TSN, Ma4 '*, 78(8, pp. 1%7'/ Eowever, the fa t remains that the !ertifi ate of Tit$e, as we$$ as other do "ments ne essar4 for the transfer of tit$e were in the possession of p$aintiffAs wife, Irma ;. Ve$oso, onse<"ent$4 $eavin+ no do"5t or an4 s"spi ion on the part of the defendant as to her a"thorit4. Fnder Se tion 99 of # t 08?, as amended, IrmaAs possession and prod" tion of the !ertifi ate of Tit$e to defendant operated as 2 on $"sive a"thorit4 from the p$aintiff to the Re+ister of Deeds to enter a new ertifi ate.2 21 !onsiderin+ the fore+oin+ premises, we fo"nd no error in the appre iation of fa ts and app$i ation of $aw 54 the $ower o"rt whi h wi$$ warrant the reversa$ or modifi ation of the appea$ed de ision. #!!ORDIN&;K, the petition for review is here54 DENIED for $a k of merit. SO ORDERED. G.R. No. 152653. ./l7 29, 2555 LIL0 ELI9ABETH BRA1O-G ERRERO, BEN MA RICIO ". BRA1O, 1 ROLAN) ". BRA1O, .R., O!ELIA BRA1O-2 IESTAS, HEIRS O! COR" SINIA BRA1O-NIOR +&:$l7; GERSON . NIOR, MAR< GERR0 B. NIOR, CLI!! RICHAR) B. NIOR, BR0AN B. NIOR, =I)MAR< B. NIOR, SHERR0 ANNE B. NIOR, r$pr$'$+($- 47 LIL0 ELI9ABETH BRA1O-G ERRERO &' (8$ir &((or+$7-i+->&%(, &+- HONORABLE !LORENTINO A. T ASON, .R., "r$'i-i+6 ./-6$, R$6io+&l Tri&l Co/r(, Br&+%8 139, M&?&(i Ci(7, Petitioners, vs. E)=AR) ". BRA1O, r$pr$'$+($- 47 8i' &((or+$7-i+->&%( !ATIMA C. BRA1O, respondent, &+- )A1I) B. )IA9, .R., intervenor-respondent. The !ase

-efore the !o"rt is a petition for review ' assai$in+ the De ision* of '7 De em5er '))7 of the !o"rt of #ppea$s in !#%&.R. !V No. ?1180. The !o"rt of #ppea$s reversed the De ision0 of 77 Ma4 '))) of the Re+iona$ Tria$ !o"rt of Makati, -ran h No. 7*8, in !ivi$ !ase No. 81%7*18 den4in+ respondentsP pra4er to partition the s"5De t properties. #nte edent Fa ts Spo"ses Ma"ri io -ravo ,2Ma"ri io2/ and 9 Simona #nda4a -ravo ,2Simona2/ owned two par e$s of $and ,2Properties2/ meas"rin+ '(1 and '87 s<"are meters and $o ated a$on+ Evan+e$ista Street, Makati !it4, Metro Mani$a. The Properties are re+istered "nder T!T Nos. 9(888 and 98))) iss"ed 54 the Re+ister of Deeds of RiIa$ on '* Ma4 789(. The Properties ontain a $ar+e residentia$ dwe$$in+, a sma$$er ho"se and other improvements. Ma"ri io and Simona had three hi$dren % Ro$and, !esar and ;i$4, a$$ s"rnamed -ravo. !esar died witho"t iss"e. ;i$4 -ravo married David DiaI, and had a son, David -. DiaI, =r. ,2David =r.2/. Ro$and had si: hi$dren, name$4, ;i$4 E$iIa5eth -ravo% &"errero ,2E$iIa5eth2/, Edward -ravo ,2Edward2/, Ro$and -ravo, =r. ,2Ro$and =r.2/, Senia -ravo, -enDamin Ma"ri io -ravo, and their ha$f%sister, Ofe$ia -ravo ,2Ofe$ia2/. Simona e:e "ted a &enera$ Power of #ttorne4 ,2&P#2/ on 71 ="ne 78?? appointin+ Ma"ri io as her attorne4%in%fa t. In the &P#, Simona a"thoriIed Ma"ri io to 2mort+a+e or otherwise h4pothe ate, se$$, assi+n and dispose of an4 and a$$ of m4 propert4, rea$, persona$ or mi:ed, of an4 kind whatsoever and wheresoever sit"ated, or an4 interest therein :::.2? Ma"ri io s"5se<"ent$4 mort+a+ed the Properties to the Phi$ippine Nationa$ -ank ,PN-/ and Deve$opment -ank of the Phi$ippines ,D-P/ for P7),))) and P9,))), respe tive$4.1 On '9 O to5er 781), Ma"ri io e:e "ted a Deed of Sa$e with #ss"mption of Rea$ Estate Mort+a+e ,2Deed of Sa$e2/ onve4in+ the Properties to 2Ro$and #. -ravo, Ofe$ia #. -ravo and E$iIa5eth -ravo2( ,2vendees2/. The sa$e was onditioned on the pa4ment of P7,))) and on the ass"mption 54 the vendees of the PN- and D-P mort+a+es over the Properties.

#s ertified 54 the !$erk of !o"rt of the Re+iona$ Tria$ !o"rt of Mani$a, the Deed of Sa$e was notariIed 54 #tt4. Vi torio N. &"Iman on '( O to5er 781) and entered in his Notaria$ Re+ister.8 Eowever, the Deed of Sa$e was not annotated on T!T Nos. 9(888 and 98))). Neither was it presented to PN- and D-P. The morta+e $oans and the re eipts for $oan pa4ments iss"ed 54 PN- and D-P ontin"ed to 5e in Ma"ri ioPs name even after his death on ') Novem5er 781*. Simona died in 7811. On '* ="ne 7881, Edward, represented 54 his wife, Fatima -ravo, fi$ed an a tion for the D"di ia$ partition of the Properties. Edward $aimed that he and the other +rand hi$dren of Ma"ri io and Simona are o% owners of the Properties 54 s" ession. Despite this, petitioners ref"sed to share with him the possession and renta$ in ome of the Properties. Edward $ater amended his omp$aint to in $"de a pra4er to ann"$ the Deed of Sa$e, whi h he $aimed was mere$4 sim"$ated to preD"di e the other heirs. In 7888, David =r., whose parents died in 7800 and who was s"5se<"ent$4 raised 54 Simona, moved to intervene in the ase. David =r. fi$ed a omp$aint%in% intervention imp"+nin+ the va$idit4 of the Deed of Sa$e and pra4in+ for the partition of the Properties amon+ the s"rvivin+ heirs of Ma"ri io and Simona. The tria$ o"rt a$$owed the intervention in its Order dated 9 Ma4 7888.7) The R"$in+ of the Tria$ !o"rt The tria$ o"rt "phe$d Ma"ri ioPs sa$e of the Properties to the vendees. The tria$ o"rt r"$ed that the sa$e did not preD"di e the omp"$sor4 heirs, as the Properties were onve4ed for va$"a5$e onsideration. The tria$ o"rt a$so noted that the Deed of Sa$e was d"$4 notariIed and was in e:isten e for man4 4ears witho"t <"estion a5o"t its va$idit4. The dispositive portion of the tria$ o"rtPs De ision of 77 Ma4 '))) reads6 BEEREFORE, premises onsidered, the !o"rt here54 DENIES the =FDI!I#; P#RTITION of the properties overed 54 T!T Nos. 9(888 and 98))) re+istered with the Offi e of the Re+ister of Deeds of RiIa$. SO ORDERED.77

Dissatisfied, Edward and David =r. ,2respondents2/ fi$ed a Doint appea$ to the !o"rt of #ppea$s. The R"$in+ of the !o"rt of #ppea$s !itin+ #rti $e 7?? of the !ivi$ !ode ,2#rti $e 7??2/, the !o"rt of #ppea$s de $ared the Deed of Sa$e void for $a k of SimonaPs onsent. The appe$$ate o"rt he$d that the &P# e:e "ted 54 Simona in 78?? was not s"ffi ient to a"thoriIe Ma"ri io to se$$ the Properties 5e a"se #rti $e 7(1( of the !ivi$ !ode ,2#rti $e 7(1(2/ re<"ires a spe ia$ power of attorne4 for s" h transa tions. The appe$$ate o"rt reasoned that the &P# was e:e "ted mere$4 to ena5$e Ma"ri io to mort+a+e the Properties, not to se$$ them. The !o"rt of #ppea$s a$so fo"nd that there was ins"ffi ient proof that the vendees made the mort+a+e pa4ments on the Properties, sin e the PN- and D-P re eipts were iss"ed in Ma"ri ioPs name. The appe$$ate o"rt opined that the renta$ in ome of the Properties, whi h the vendees never shared with respondents, was s"ffi ient to over the mort+a+e pa4ments to PN- and D-P. The !o"rt of #ppea$s de $ared the Deed of Sa$e void and ordered the partition of the Properties in its De ision of '7 De em5er '))7 ,2!# De ision2/, as fo$$ows6 BEEREFORE, the de ision of the Re+iona$ Tria$ !o"rt of Makati !it4, Metro%Mani$a, -ran h 7*L8M dated 77 Ma4 ')))L,M review of whi h is so"+ht in these pro eedin+sL,M is REVERSED. 7. The Deed of Sa$e with #ss"mption of Rea$ Estate Mort+a+e ,E:h. 0/ dated '( O to5er 781) is here54 de $ared n"$$ and voidH '. ="di ia$ Partition on the <"estioned properties is here54 &R#NTED in the fo$$owin+ manner6 #. In representation of his de eased mother, ;I;K -R#VO%DI#Q, intervenor D#VID DI#Q, =R., is entit$ed to one%ha$f ,7@'/ interest of the s"5De t propertiesH -. P$aintiff%appe$$ant EDB#RD -R#VO and the rest of the five si5$in+s, name$46 ;I;K E;IQ#-ETE, EDB#RD, RO;#ND, =R., SENI#, -EN=#MIN and OFE;I# are entit$ed to one%si:th ,7@?/ representin+ the other ha$f portion of the s"5De t propertiesH

!. P$aintiff%appe$$ant Edward -ravo, intervenor D#VID DI#Q, =R., SENI# and -EN=#MIN sha$$ reim5"rse the defendant%appe$$ees ;I;K E;IQ#-ETE, OFE;I# and RO;#ND the s"m of One Tho"sand ,P7,))).))/ PESOS representin+ the onsideration paid on the <"estioned deed of sa$e with ass"mption of mort+a+e with interest of si: ,?/ per ent per ann"m effe tive '( O to5er 781) "nti$ f"$$4 paid. SO ORDERED.7' The Iss"es Petitioners seek a reversa$ of the De ision of the !o"rt of #ppea$s, raisin+ these iss"es6 7. BEETEER TEE !OFRT OF #PPE#;S ERRED IN NOT FPEO;DIN& TEE V#;IDITK #ND ENFOR!EMENT OF TEE DEED OF S#;E BITE #SSFMPTION OF MORT&#&E. '. BEETEER TEE !OFRT OF #PPE#;S ERRED IN ORDERIN& TEE P#RTITION OF TEE PROPERTK IN NFESTION.7* #t the $east, petitioners ar+"e that the s"5De t sa$e is va$id as to Ma"ri ioPs share in the Properties. On the other hand, respondents maintain that the4 are o%owners of the Properties 54 s" ession. Respondents ar+"e that the sa$e of the onD"+a$ Properties is void 5e a"se6 ,7/ Ma"ri io e:e "ted the Deed of Sa$e witho"t SimonaPs onsentH and ,'/ the sa$e was mere$4 sim"$ated, as shown 54 the +ross$4 inade<"ate onsideration Ma"ri io re eived for the Properties. Bhi$e this ase was pendin+, ;eonida #nda4a ;o$on+ ,2;eonida2/, David =r.Ps a"nt, and #tt4. !endaOa, respondentsP o"nse$, informed the !o"rt that David =r. died on 70 Septem5er '))0. #fterwards, ;eonida and E$iIa5eth wrote separate $etters askin+ for the reso$"tion of this ase. #tt4. !endaOa $ater fi$ed an "r+ent motion to annotate attorne4Ps $ien on T!T Nos. 9(888 and 98))). In its Reso$"tion dated 7) Novem5er '))0,70 the !o"rt noted the noti e of David =r.Ps death, the $etters written 54 ;eonida and E$iIa5eth, and +ranted the motion to annotate attorne4Ps $ien on T!T Nos. 9(888 and 98))). The R"$in+ of the !o"rt

The petition is part$4 meritorio"s. The <"estions of whether Simona onsented to the Deed of Sa$e and whether the s"5De t sa$e was sim"$ated are fa t"a$ in nat"re. The r"$e is fa t"a$ findin+s of the !o"rt of #ppea$s are 5indin+ on this !o"rt. Eowever, there are e: eptions, s" h as when the fa t"a$ findin+s of the !o"rt of #ppea$s and the tria$ o"rt are ontradi tor4, or when the eviden e on re ord does not s"pport the fa t"a$ findin+s.79 -e a"se these e: eptions o5tain in the present ase, the !o"rt wi$$ onsider these iss"es. -n the /equirement o( the 0i(e1s "onsent Be ho$d that the !o"rt of #ppea$s erred when it de $ared the Deed of Sa$e void 5ased on #rti $e 7??, whi h states6 #rt. 7??. Fn$ess the wife has 5een de $ared a non compos mentis or a spendthrift, or is "nder ivi$ interdi tion or is onfined in a $eprosari"m, the h"s5and annot a$ienate or en "m5er an4 rea$ propert4 of the onD"+a$ partnership witho"t the wifePs onsent. If she ref"ses "nreasona5$4 to +ive her onsent, the o"rt ma4 ompe$ her to +rant the same. This arti $e sha$$ not app$4 to propert4 a <"ired 54 the onD"+a$ partnerships 5efore the effe tive date of this !ode. #rti $e 7?? e:press$4 app$ies on$4 to properties a <"ired 54 the onD"+a$ partnership after the effe tivit4 of the !ivi$ !ode of the Phi$ippines ,2!ivi$ !ode2/. The !ivi$ !ode ame into for e on *) #"+"st 789).7? #$tho"+h there is no disp"te that the Properties were onD"+a$ properties of Ma"ri io and Simona, the re ords do not show, and the parties did not stip"$ate, when the Properties were a <"ired.71 Fnder #rti $e 707* of the o$d Spanish !ivi$ !ode, the h"s5and o"$d a$ienate onD"+a$ partnership propert4 for va$"a5$e onsideration witho"t the wifePs onsent.7( Even "nder the present !ivi$ !ode, however, the Deed of Sa$e is not void. It is we$$%sett$ed that ontra ts a$ienatin+ onD"+a$ rea$ propert4 witho"t the wifePs onsent are mere$4 voida5$e "nder the !ivi$ !ode R that is, 5indin+ on the parties "n$ess ann"$$ed 54 a ompetent o"rt R and not void a% initio.78

#rti $e 7?? m"st 5e read in onD"n tion with #rti $e 71* of the !ivi$ !ode ,2#rti $e 71*2/. The $atter pres ri5es ertain onditions 5efore a sa$e of onD"+a$ propert4 an 5e ann"$$ed for $a k of the wifePs onsent, as fo$$ows6 #rt. 71*. The @i>$ :&7, -/ri+6 (8$ :&rri&6$ &+@i(8i+ ($+ 7$&r' >ro: (8$ (r&+'&%(io+ <"estioned, ask the o"rts for the ann"$ment of an4 ontra t of the h"s5and entered into witho"t her onsent, when s" h onsent is re<"ired, or an4 a t or ontra t of the h"s5and whi h tends to defra"d her or impair her interest in the onD"+a$ partnership propert4. S8o/l- (8$ @i>$ >&il (o $A$r%i'$ (8i' ri68(, '8$ or 8$r 8$ir' &>($r (8$ -i''ol/(io+ o> (8$ :&rri&6$, :&7 -$:&+- (8$ *&l/$ o> prop$r(7 >r&/-/l$+(l7 &li$+&($- 54 the h"s5and. ,Emphasis s"pp$ied/ Fnder the !ivi$ !ode, on$4 the wife an ask to ann"$ a ontra t that disposes of onD"+a$ rea$ propert4 witho"t her onsent. The wife m"st fi$e the a tion for ann"$ment d"rin+ the marria+e and within ten 4ears from the <"estioned transa tion. #rti $e 71* is e:p$i it on the remedies avai$a5$e if the wife fai$s to e:er ise this ri+ht within the spe ified period. In s" h ase, the wife or her heirs an on$4 demand the va$"e of the propert4 provided the4 prove that the h"s5and fra"d"$ent$4 a$ienated the propert4. Fra"d is never pres"med, 5"t m"st 5e esta5$ished 54 $ear and onvin in+ eviden e.') RespondentsP a tion to ann"$ the Deed of Sa$e 5ased on #rti $e 7?? m"st fai$ for havin+ 5een fi$ed o"t of time. The marria+e of Ma"ri io and Simona was disso$ved when Ma"ri io died in 781*. More than ten 4ears have passed sin e the e:e "tion of the Deed of Sa$e. F"rther, respondents, who are SimonaPs heirs, are not the parties who an invoke #rti $e 7??. #rti $e 71* reserves that remed4 to the wife a$one. On$4 Simona had the ri+ht to have the sa$e of the Properties ann"$$ed on the +ro"nd that Ma"ri io so$d the Properties witho"t her onsent. Simona, however, did not assai$ the Deed of Sa$e d"rin+ her marria+e or even after Ma"ri ioPs death. The re ords are 5ereft of an4 indi ation that Simona <"estioned the sa$e of the Properties at an4 time. Simona did not even attempt to take possession of or reside on the Properties after Ma"ri ioPs death. David =r., who was raised 54 Simona, testified that

he and Simona ontin"ed to $ive in Pasa4 !it4 after Ma"ri ioPs death, whi$e her hi$dren and other +rand hi$dren resided on the Properties.'7 Be a$so a+ree with the tria$ o"rt that Simona a"thoriIed Ma"ri io to dispose of the Properties when she e:e "ted the &P#. Tr"e, #rti $e 7(1( re<"ires a spe ia$ power of attorne4 for an a+ent to e:e "te a ontra t that transfers the ownership of an immova5$e. Eowever, the !o"rt has $arified that #rti $e 7(1( refers to the nat"re of the a"thoriIation, not to its form.'' Even if a do "ment is tit$ed as a +enera$ power of attorne4, the re<"irement of a spe ia$ power of attorne4 is met if there is a $ear mandate from the prin ipa$ spe ifi a$$4 a"thoriIin+ the performan e of the a t.'* In Veloso v. Court of Appeals,'0 the !o"rt e:p$ained that a +enera$ power of attorne4 o"$d ontain a spe ia$ power to se$$ that satisfies the re<"irement of #rti $e 7(1(, th"s6 #n e:amination of the re ords showed that the assai$ed power of attorne4 was va$id and re+"$ar on its fa e. It was notariIed and as s" h, it arries the evidentiar4 wei+ht onferred "pon it with respe t to its d"e e:e "tion. Bhi$e it is tr"e that it was denominated as a +enera$ power of attorne4, a per"sa$ thereof revea$ed that it stated an a"thorit4 to se$$, to wit6 2'. To 5"4 or se$$, hire or $ease, mort+a+e or otherwise h4pothe ate $ands, tenements and hereditaments or other forms of rea$ propert4, more spe ifi a$$4 T!T No. 087*(, "pon s" h terms and onditions and "nder s" h ovenants as m4 said attorne4 sha$$ deem fit and proper.2 Th"s, there was no need to e:e "te a separate and spe ia$ power of attorne4 sin e the +enera$ power of attorne4 had e:press$4 a"thoriIed the a+ent or attorne4 in fa t the power to se$$ the s"5De t propert4. T8$ 'p$%i&l po@$r o> &((or+$7 %&+ 4$ i+%l/-$- i+ (8$ 6$+$r&l po@$r @8$+ i( i' 'p$%i>i$- (8$r$i+ (8$ &%( or (r&+'&%(io+ >or @8i%8 (8$ 'p$%i&l po@$r i' r$B/ir$-. ,Emphasis s"pp$ied/ In this ase, Simona e:press$4 a"thoriIed Ma"ri io in the &P# to 2'$ll, &''i6+ &+- -i'po'$ o> &+7 &+- &ll o> :7 prop$r(7, rea$, persona$ or mi:ed, of an4 kind whatsoever and wheresoever sit"ated, or an4 interest therein :::2 as we$$ as to 2a t as m4

+enera$ representative and a+ent, with f"$$ a"thorit4 to 5"4, se$$, ne+otiate and ontra t for me and in m4 5eha$f.2'9 Taken to+ether, these provisions onstit"te a $ear and spe ifi mandate to Ma"ri io to se$$ the Properties. Even if it is a$$ed a 2+enera$ power of attorne4,2 the spe ifi provisions in the &P# are s"ffi ient for the p"rposes of #rti $e 7(1(. These provisions in the &P# $ikewise indi ate that Simona onsented to the sa$e of the Properties. 0hether the Sale o( the 2roperties was Simulated or is 3oid (or 4ross 5nadequac o( 2rice Be point o"t that the $aw on $e+itime does not 5ar the disposition of propert4 for va$"a5$e onsideration to des endants or omp"$sor4 heirs. In a sa$e, ash of e<"iva$ent va$"e rep$a es the propert4 taken from the estate.'? There is no dimin"tion of the estate 5"t mere$4 a s"5stit"tion in va$"es. Donations and other dispositions 54 +rat"ito"s tit$e, on the other hand, m"st 5e in $"ded in the omp"tation of $e+itimes.'1 Respondents, however, ontend that the sa$e of the Properties was mere$4 sim"$ated. #s proof, respondents point to the onsideration of P7,))) in the Deed of Sa$e, whi h respondents $aim is +ross$4 inade<"ate ompared to the a t"a$ va$"e of the Properties. Sim"$ation of ontra t and +ross inade<"a 4 of pri e are distin t $e+a$ on epts, with different effe ts. Bhen the parties to an a$$e+ed ontra t do not rea$$4 intend to 5e 5o"nd 54 it, the ontra t is sim"$ated and void.'( # sim"$ated or fi titio"s ontra t has no $e+a$ effe t whatsoever'8 5e a"se there is no rea$ a+reement 5etween the parties. In ontrast, a ontra t with inade<"ate onsideration ma4 neverthe$ess em5od4 a tr"e a+reement 5etween the parties. # ontra t of sa$e is a onsens"a$ ontra t, whi h 5e omes va$id and 5indin+ "pon the meetin+ of minds of the parties on the pri e and the o5De t of the sa$e. *) The on ept of a sim"$ated sa$e is th"s in ompati5$e with inade<"a 4 of pri e. Bhen the parties a+ree on a pri e as the a t"a$ onsideration, the sa$e is not sim"$ated despite the inade<"a 4 of the pri e.*7 &ross inade<"a 4 of pri e 54 itse$f wi$$ not res"$t in a void ontra t. &ross inade<"a 4 of pri e does not even affe t the va$idit4 of a ontra t of sa$e, "n$ess it si+nifies a defe t in the onsent or that the parties

a t"a$$4 intended a donation or some other ontra t.*' Inade<"a 4 of a"se wi$$ not inva$idate a ontra t "n$ess there has 5een fra"d, mistake or "nd"e inf$"en e.** In this ase, respondents have not proved an4 of the instan es that wo"$d inva$idate the Deed of Sa$e. Respondents even fai$ed to esta5$ish that the onsideration paid 54 the vendees for the Properties was +ross$4 inade<"ate. #s the tria$ o"rt pointed o"t, the Deed of Sa$e stip"$ates that, in addition to the pa4ment of P7,))), the vendees sho"$d ass"me the mort+a+e $oans from PN- and D-P. The onsideration for the sa$e of the Properties was th"s P7,))) in ash and the ass"mption of the P79,))) mort+a+e. Respondents ar+"e that P7?,))) is sti$$ far 5e$ow the a t"a$ va$"e of the Properties. To 5o$ster their $aim, respondents presented the fo$$owin+6 ,7/ Ta: De $arations No. #%))7%))8)9*0 and #%))7% *9 ))8)? for the 4ear 7818, whi h p$a ed the assessed va$"e of the Properties at P1),)') and their appro:imate market va$"e atP'00,'8)H and ,'/ a ertified op4 of the Department of Finan ePs Department Order No. ?'%81*? dated ? ="ne 7881 and atta hed +"ide$ines*1 whi h esta5$ished the Iona$ va$"e of the properties a$on+ Evan+e$ista Street atP79,))) per s<"are meter. The s"5De t Deed of Sa$e, however, was e:e "ted in 781). The va$"ation of the Properties in 7818 or 7881 is of $itt$e re$evan e to the iss"e of whether P7?,))) was a +ross$4 inade<"ate pri e to pa4 for the Properties in 781). !ertain$4, there is nothin+ s"rprisin+ in the sharp in rease in the va$"e of the Properties nine or twent4%seven 4ears after the sa$e, parti "$ar$4 when we onsider that the Properties are $o ated in the !it4 of Makati. More pertinent are Ta: De $arations No. 79(7'*( and No. 79(7*,*8 5oth iss"ed in 78?1, presented 54 petitioners. These ta: de $arations p$a ed the assessed va$"e of 5oth Properties at P7?,7?). !ompared to this, the pri e ofP7?,))) annot 5e onsidered +ross$4 inade<"ate, m" h $ess so sho kin+ to the ons ien e0) as to D"stif4 the settin+ aside of the Deed of Sa$e. Respondents ne:t ontend that the vendees did not make the mort+a+e pa4ments on the Properties. Respondents a$$e+e that the rents paid 54 the tenants $easin+ portions of the Properties were

s"ffi ient to over the mort+a+e pa4ments to D-P and PN-. #+ain, this ar+"ment does not he$p respondentsP a"se. #ss"min+ that the vendees fai$ed to pa4 the f"$$ pri e stated in the Deed of Sa$e, s" h partia$ fai$"re wo"$d not render the sa$e void. In Buenaventura v. Court of Appeals,07 the !o"rt he$d6 ::: If there is a meetin+ of the minds of the parties as to the pri e, (8$ %o+(r&%( o> '&l$ i' *&li-, -$'pi($ the manner of pa4ment, or even the 4r$&%8 o> (8&( :&++$r o> p&7:$+(. ::: It is not the a t of pa4ment of pri e that determines the va$idit4 of a ontra t of sa$e. Pa4ment of the pri e has nothin+ to do with the perfe tion of the ontra t. Pa4ment of the pri e +oes into the performan e of the ontra t. Fai$"re to pa4 the onsideration is different from $a k of onsideration. The former res"$ts in a ri+ht to demand the f"$fi$$ment or an e$$ation of the o5$i+ation "nder an e:istin+ va$id ontra t whi$e the $atter prevents the e:isten e of a va$id ontra t. ,Emphasis s"pp$ied./ Neither was it shown that the renta$s from tenants were s"ffi ient to over the mort+a+e pa4ments. The parties to this ase stip"$ated to on$4 one tenant, a ertain Federi o M. P"no, who s"pposed$4 $eased a room on the Properties for P*)) per month from 788' to 7880.0' This is hard$4 si+nifi ant, when we onsider that the mort+a+e was f"$$4 paid 54 7810. Indeed, the fa t that the Properties were mort+a+ed to D-P and PN- indi ates that the onD"+a$ partnership, or at $east Ma"ri io, was short of f"nds. Petitioners point o"t that the4 were d"$4 emp$o4ed and had the finan ia$ apa it4 to 5"4 the Properties in 781). Respondents did not ref"te this. Petitioners presented 1' re eipts0* showin+ the mort+a+e pa4ments made to PN- and D-P, and the Re$ease of the Rea$ Estate Mort+a+e00 ,2Mort+a+e Re$ease2/ dated 9 #pri$ 7810. Tr"e, these do "ments a$$ 5ear Ma"ri ioPs name. Eowever, this tends to s"pport, rather than detra t from, petitioner%vendeesP e:p$anation that the4 initia$$4 +ave the mort+a+e pa4ments dire t$4 to Ma"ri io, and then $ater dire t$4 to the 5anks, witho"t forma$$4 advisin+ the 5ank of the sa$e. The $ast * mort+a+e re eipts and the Mort+a+e Re$ease were a$$ iss"ed in Ma"ri ioPs name even after his death in 781). O5vio"s$4,

Ma"ri io o"$d not have se "red the Mort+a+e Re$ease and made these $ast pa4ments. 2resumption o( /e*ularit and 'urden o( 2roo( The Deed of Sa$e was notariIed and, as ertified 54 the Re+iona$ Tria$ !o"rt of Mani$a, entered in the notaria$ 5ooks s"5mitted to that o"rt. #s a do "ment a know$ed+ed 5efore a notar4 p"5$i , the Deed of Sa$e enDo4s the pres"mption of re+"$arit409 and d"e e:e "tion.0? #5sent eviden e that is $ear, onvin in+ and more than mere$4 preponderant, the pres"mption m"st 5e "phe$d.01 RespondentsP eviden e in this ase is not even preponderant. RespondentsP a$$e+ations, testimon4 and 5are denia$s annot prevai$ over the do "mentar4 eviden e presented 54 petitioners. These do "ments R the Deed of Sa$e and the &P# whi h are 5oth notariIed, the re eipts, the Mort+a+e Re$ease and the 78?1 ta: de $arations over the Properties R s"pport petitionersP a o"nt of the sa$e. #s the parties ha$$en+in+ the re+"$arit4 of the Deed of Sa$e and a$$e+in+ its sim"$ation, respondents had the 5"rden of provin+ these har+es.0( Respondents fai$ed to dis har+e this 5"rden. !onse<"entia$$4, the Deed of Sa$e stands. -n the 2artition o( the 2ropert Neverthe$ess, this !o"rt finds it proper to +rant the partition of the Properties, s"5De t to modifi ation. Petitioners have onsistent$4 $aimed that their father is one of the vendees who 5o"+ht the Properties. Vendees E$iIa5eth and Ofe$ia 5oth testified that the 2Ro$and #. -ravo2 in the Deed of Sa$e is their father,08 a$tho"+h their 5rother, Ro$and -ravo, =r., made some of the mort+a+e pa4ments. PetitionersP o"nse$, #tt4. Pa++ao, made the same $arifi ation 5efore the tria$ o"rt.9) #s Ro$and -ravo, Sr. is a$so the father of respondent Edward -ravo, Edward is th"s a omp"$sor4 heir of Ro$and -ravo, and entit$ed to a share, a$on+ with his 5rothers and sisters, in his fatherPs portion of the Properties. In short, Edward and petitioners are o%owners of the Properties. #s s" h, Edward an ri+htf"$$4 ask for the partition of the Properties. #n4 o%owner ma4 demand at an4 time the partition of the ommon propert4 "n$ess a

o%owner has rep"diated the o%ownership. 97 This a tion for partition does not pres ri5e and is not s"5De t to $a hes.9' =HERE!ORE, we REVERSE the De ision of '7 De em5er '))7 of the !o"rt of #ppea$s in !#%&.R. !V No. ?1180. Be REINST#TE the De ision of 77 Ma4 '))) of the Re+iona$ Tria$ !o"rt of Makati, -ran h No. 7*8, in !ivi$ !ase No. 81%7*1, de $arin+ V#;ID the Deed of Sa$e with #ss"mption of Mort+a+e dated '( O to5er 781), with the fo$$owin+ MODIFI!#TIONS6 7. Be &R#NT D"di ia$ partition of the s"5De t Properties in the fo$$owin+ manner6 a. Petitioner ;I;K E;IQ#-ETE -R#VO% &FERRERO is entit$ed to one%third ,7@*/ of the PropertiesH 5. Petitioner OFE;I# -R#VO%NFIEST#S is entit$ed to one%third ,7@*/ of the PropertiesH and . The remainin+ one%third ,7@*/ portion of the Properties sho"$d 5e divided e<"a$$4 5etween the hi$dren of RO;#ND -R#VO. '. The other heirs of RO;#ND -R#VO m"st reim5"rse RO;#ND -R#VO, =R. for whatever e:penses the $atter in "rred in pa4in+ for and se "rin+ the re$ease of the mort+a+e on the Properties. SO ORDERED.