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* Yangco sent Rallos a letter inviting the latter to be the consignor in buying and selling leaf tobacco and other native products.
Terms and conditions were also contained in the letter.
* Accepting the invitation, Rallos proceeded to do a considerable business with Yangco trhough the said Collantes, as his
factor, sending to him as agent for Yangco a good deal of produce to be sold on commission.
* Rallos sent to the said Collantes, as agent for Yangco, 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 1,537.08 belonging to Rallos. This sum was, apparently, converted to his own use by said
* It appears, however, that prior to the sending of said tobacco Yangco had severed his relations with Collantes and that the
latter was no longer acting as his factor. This fact was not known to Rallos; and it is conceded in the case that no notice of any kind was
given by Yangco of the termination of the relations between Yangco and his agent, Collantes.
* Yangco thus refused to pay the said sum upon demand of Rallos, 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 Yangco.

ISSUE: W/N Collantes is an agent of Yangco. If so, Yangco as principal must refund to Rallos the said sum brought by the sale of the

Yangco, as principal is liable. Having advertised the fact that Collantes was his agent and having given special notice to Rallos
of that fact, and having given them a special invitation to deal with such agent, it was the duty of Yangco on the termination of the
relationship of the principal and agent to give due and timely notice thereof to Rallos.
Failing to do so, he is responsible to them for whatever goods may been in good faith and without negligence sent to the agent
without knowledge, actual or constructive, of the termination of such relationship


* B. H. Macke and W.H. Chandler, partners doing business under thee firm name of Macke, Chandler And Company, allege
that during the months of February and March 1905, they sold to Jose Camps and delivered at his place of business, known as the
:Washington Caf, various bills of goods amounting to P351.50; that Camps has only paid on account of said goods the sum of P174;
that there is still due them on account of said goods the sum of P177.50
* Plaintiffs made demand for the payment from defendant and that the latter failed and refused to pay the said balance or any
part of it
* Macke, one of the plaintiffs, testified that on the order of one Ricardo Flores, who represented himself to be the agent of Jose
Camps, he shipped the said goods to the defendant at the Washington Caf; that Flores (agent) later acknowledged the receipt of the
said goods and made various payments thereon amounting in all to P174; that believes that Flores is still the agent of Camps; and that
when he went to the Washington Caf for the purpose of collecting his bill he found Flores, in the absence of Camps, apparently in
charge of the business and claiming to be the business manager of Camps, said business being that of a hotel with a bar and
restaurant annexed.
* A written contract was introduced as evidence, from which it appears that one Galmes, the former of Washington Caf
subrented the building wherein the business was conducted, to Camps for 1 year for the purpose of carrying on that business, Camps
obligating himself not to sublet or subrent the building or the business without the consent of the said Galmes. *This contract
was signed by Camps and the name of Ricardo Flores as a witness and attached thereon is an inventory of the furniture and fit tings
which also is signed by Camps with the word sublessee below the name, and at the foot of this inventory the word received followed
by the name Ricardo Flores with the words managing agent immediately following his name.

ISSUE: W/N Ricardol Flores was the agent of Camps

Ruling: Yes
Evidence is sufficient to sustain a finding that Flores is the agent of Camps in the management of the bar of the Washington
Caf with authority to bind Camps, his principal, for the payment of the goods
The contract sufficiently establishes the fact that Camps was the owner of the 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 were made, Flores was apparently in charge of the business performing the duties usually intrusted to a managing agent
leave little room for doubt that he was there as the authorized agent of Camps.
Agency by Estoppel --- One who clothes another with 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 persons dealing with
such person in good faith and in the honest belief that he is what he appears to be.
Estopple---- 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 of such declaration, act, or omission
be permitted to falsify; and unless the contrary appears, the authority of the agent must be presumed to include all the necessary and
usual means of carrying his agency into effect.

J. DANON vs. A. BRIMO (1921) Procuring Cause

NATURE: Action to recover the sum of P60,000, alleged to be the value of services by the plaintiff as a broker.

Danon (Broker) found a purchaser for the factory of his manager (Brimo), who promised 5% commission to Danon; Another broker found another
purchaser who would buy the factory at a higher price, said factory was sold to this purchaser; As such, Danons client did not perfect the sale with
Brimo. Held: Danon not the procuring cause. A broker is never entitled to commissions for unsuccessful efforts. The risk of failure is only his. The
reward comes only with his success. Where no time for the continuance of the contract is fixed by its terms, either party is at liberty to terminate it
at will, subject only to the ordinary requirements of good faith.

1. Antonio Brimo, informed the Danon, that he (Brimo) desired to sell his factory, the Holland American Oil Co., for the sum of P1,200,000
2. Brimo agreed and promised to pay to the Danon commission of 5% provided the latter could sell said factory for that amount
3. No definite period of time was fixed within which the Danon should effect the sale. It seems that another broker, Sellner, was also negotiating
the sale, or trying to find a purchaser for the same property and that the plaintiff was informed of the fact either by Brimo himself or by
someone else; at least, it is probable that the plaintiff was aware that he was not alone in the field, and his whole effort was to forestall his
competitor by being the first to find a purchaser and effect the sale.
4. Immediately after having an interview with Mr. Brimo, Danon went to see Mr. Mauro Prieto, president of the Santa Ana Oil Mill, a corporation,
and offered to sell to him the defendant's property at P1,200,000. The said corporation was at that time in need of such a factory, and Mr.
Prieto, instructed the manager, Samuel E. Kane, to see Mr. Brimo and ascertain whether he really wanted to sell said factory, and, if so, to get
permission from him to inspect the premises. Mr. Kane inspected the factory and, presumably, made a favorable report to Mr. Prieto. The
latter asked for an appointment with Mr. Brimo to perfect the negotiation. In the meantime Sellner, the other broker referred to, had found a
purchaser for the same property, who ultimately bought it for P1,300,000. For that reason Mr. Prieto, the would be purchaser found by the
plaintiff, never came to see Mr. Brimo to perfect the proposed negotiation.

ISSUE: Whether Danon as broker was the Procuring Cause of Sale? NO. Whether Danon is entitled to Compensation - NO

The most that can be said as to what the plaintiff had accomplished is, that he had found a person who might have bought the defendant's
factory. The evidence does not show that the Santa Ana Oil Mill had definitely decided to buy the property at the fixed price of P1,200,000. The
plaintiff claims that the reason why the sale was not consummated was because Mr. Brimo refused to sell.
Defendant agreed and promised to pay him a commission of 5% provided he (the plaintiff) could sell the factory at P1,200.000. It is difficult to
see how the plaintiff can recover anything in the premises. The plaintiff's action is an action to recover "the reasonable value" of services
It is clear that his "services" did not contribute towards bringing about the sale. He was not "the efficient agent or the procuring cause of the
The broker must be the efficient agent or the procuring cause of sale. The means employed by him and his efforts must result in the sale.
The duty assumed by the broker is to bring the minds of the buyer and seller to an agreement for a sale, and the price and terms on which it is to
be made, and until that is done his right to commissions does not accrue.
It follows, that a broker is never entitled to commissions for unsuccessful efforts. The risk of a failure is wholly his. The reward comes only with
his success. He may have introduced to each other parties who otherwise would have never met; he may have created impressions, which
under later and more favorable circumstances naturally lead to and materially assist in the consummation of a sale; he may have planted the
very seed from which others reap the harvest; but all that gives him no claim.
The failure therefore and its consequences were the risk of the broker only. This however must be taken with one important and necessary
limitation. If the efforts of the broker are rendered a failure by the fault of the employer; if capriciously he changes his mind after the
purchaser, ready and willing, and consenting to the prescribed terms, is produced; or if the latter declines to complete the contract because
of some defect of title in the ownership of the seller, some unremoved incumbrance, some defect which is the fault of the latter, then the
broker does not lose his commissions. But this limitation is not even an exception to the general rule affecting the broker's right for it goes on
the ground that the broker has done his duty, that he has brought buyer and seller to an agreement, but that the contract is not consummated
and fails though the after-fault of the seller.
One other principle applicable: Where no time for the continuance of the contract is fixed by its terms either party is at liberty to terminate it at
will, subject only to the ordinary requirements of good faith. Usually the broker is entitled to a fair and reasonable opportunity to perform his
obligation, subject of course to the right of the seller to sell independently. But having been granted him, the right of the principal to terminate
his authority is absolute and unrestricted, except only that he may not do it in bad faith.
Although the present plaintiff could probably have effected the sale, he is not entitled to the commissions agreed upon because he had no
intervention whatever in, and much sale in question. It must be borne in mind that no definite period was fixed by the defendant within
which the plaintiff might effect the sale of its factory. Nor was the plaintiff given by the defendant the exclusive agency of such sale.
Therefore, the plaintiff cannot complaint of the defendant's conduct in selling the property through another agent before the plaintiff's efforts
were crowned with success. "One who has employed a broker can himself sell the property to a purchaser whom he has procured, without any
aid from the broker."

DISPOSITIVE: For the foregoing reasons the judgment appealed from is hereby revoked and the defendant is hereby absolved from all liability
under the plaintiff's complaint, with costs in both instances against the plaintiff. So ordered.