Beruflich Dokumente
Kultur Dokumente
Inland Realty vs CA
Facts: Herein petitioners Inland Realty Investment Service, Inc. and Roman M. de los
Reyes seek the reversal of the Decision of the Intermediate Appellate Court affirmed the
trial court's dismissal of petitioners' claim for unpaid agent's commission for brokering
the sales transaction involving 9,800 shares of stock in Architects' Bldg., Inc. between
private respondent Gregorio Araneta, Inc. as seller and Stanford Microsystems, Inc. as
buyer.
Petitioners come to us with a two-fold agenda: (1) to obtain from us a declaration that the
trial court and the respondent appellate court gravely erred when appreciating the facts of the case
by disregarding a letter dated October 28, 1976 signed by Araneta, renewing petitioners' authority
to act as sales agent for a period of thirty (30) days; and (2) to obtain from us a categorical ruling
that a broker is automatically entitled to the stipulated commission merely upon securing for, and
introducing to, the seller the particular buyer who ultimately purchases from the former the object
of the sale, regardless of the expiration of the broker's contract of agency and authority to sell.
From the evidence, the following facts appear undisputed: On September 16, 1975, defendant
corporation thru its co-defendant Assistant General Manager J. Armando Eduque, granted to
plaintiffs a 30-day authority to sell its x x x 9,800 shares of stock in Architects' Bldg., Inc. Private
respondents contend that after their authority to sell expired thirty (30) days , petitioners
abandoned the sales transaction and were no longer privy to the consummation and documentation
thereof, the trial court dismissed petitioners' complaint for collection of unpaid broker's
commission.
Issue: Whether or not plaintiff was instrumental in the final consummation of the sale to Stanford
Ruling: Petitioners take exception to the finding of the respondent Court of Appeals that their
contract of agency and authority to sell expired thirty (30) days from its last renewal on December
2, 1975. They insist that, in the Letter dated October 28, 1976, Gregorio Araneta III, in behalf of
Araneta, Inc., renewed petitioner Inland Realty's authority to act as agent to sell the former's 9,800
shares in Architects' for another thirty (30) days from same date. This claim is a blatant lie. In the
first place, petitioners have conspicuously failed to attach a certified copy of this Letter. They have,
in fact, not attached even a machine copy thereof. All they gave this court is their word that said
Letter does exist, and on that basis, they expect us to accordingly rule in their favor. Such naivety,
this court will not tolerate. Needless to say, this blatant attempt to mislead this court, is
contemptuous conduct that we sternly condemn. The Letter dated November 16, 1976, has no
probative value, considering that its very existence remains under a heavy cloud of doubt and that
hypothetically assuming its existence, its alleged content, namely, a listing of four (4) other
prospective buyers, does not at all prove that the agency contract and authority to sell in favor of
petitioners was renewed or revived after it expired. The Court of Appeals cannot be faulted for
emphasizing the lapse of more than one (1) year and five (5) months between the expiration of
petitioners' authority to sell and the consummation of the sale to Stanford, to be a significant index
of petitioners' non-participation in the really critical events leading to the consummation of said
sale. Certainly, when the lapse of the period of more than one (1) year and five (5) months between
the expiration of petitioners' authority to sell and the consummation of the sale, is viewed in the
context of the utter lack of evidence of petitioners' involvement in the negotiations between
Araneta, Inc. and Stanford during that period and in the subsequent processing of the documents
pertinent to said sale, it becomes undeniable that the respondent Court of Appeals did not at all err
in affirming the trial court's dismissal of petitioners' claim for unpaid brokerage commission.
VALENZUALA V CA
Facts: Arturo Valenzuela was a general agent of Philamgen. He was authorized to solicit and sell
non-life insurance in behalf of the latter and was entitled to full agent's commission. From 19731975, he solicited marine insurance from Delta Motors. However, he did not receive his
commission. For the next 2 years, premium payments were paid directly to Philamgen and he
still did not receive commission. In 1977, Philamgen expressed its intent to share with
Valenzuela's commission on a 50-5- basis. It was followed by several proposals from
Philamgen's President but Valenzuela consistently objected. As a result, Philamgen didn't credit
the commissions due Valenzuela; placed the agency transaction on a cash and carry basis; and
leaked the news that Valenzuela had substantial accounts with Delta. Philamgen later terminated
the General Agency Agreement. Valenzuela filed a complaint. The trial court ruled that the
termination was not justified because the principal cause was the refusal to share commission.
On appeal, CA ordered Valenzuela to pay Philamgen for unpaid premium payments.
DY BUNCIO & COMPANY, INC., vs. ONG GUAN CAN, ET AL., JUAN TONG and PUA
GIOK ENG
Facts: This is a suit over a rice mill and camarin situated at Dao, Province of Capiz. Plaintiff
claims that the property belongs to its judgment debtor, Ong Guan Can, while defendants Juan
Tong and Pua Giok Eng claim as owner and lessee of the owner by virtue of a deed dated July
31, 1931, by Ong Guan Can, Jr.
After trial the Court of First Instance of Capiz held that the deed was invalid and that the
property was subject to the execution which has been levied on said properties by the judgment
creditor of the owner. Defendants Juan Tong and Pua Giok bring this appeal and insist that the
deed of the 31st of July, 1931, is valid.
The first recital of the deed is that Ong Guan Can, Jr., as agent of Ong Guan Can, the proprietor
of the commercial firm of Ong Guan Can & Sons, sells the rice-mill and camarin for P13,000
and gives as his authority the power of attorney dated the 23d of May, 1928, a copy of this public
instrument being attached to the deed and recorded with the deed in the office of the register of
deeds of Capiz. The receipt of the money acknowledged in the deed was to the agent, and the
deed was signed by the agent in his own name and without any words indicating that he was
signing it for the principal.
Leaving aside the irregularities of the deed and coming to the power of attorney referred to in the
deed and registered therewith, it is at once seen that it is not a general power of attorney but a
limited one and does not give the express power to alienate the properties in question.
Issue: Whether or not Ong Guan Can Jr. acted beyond his power as an agent.
Held: Article 1732 of the Civil Code is silent over the partial termination of an agency. The
making and accepting of a new power of attorney, whether it enlarges or decreases the power of
the agent under a prior power of attorney, must be held to supplant and revoke the latter when the
two are inconsistent. If the new appointment with limited powers does not revoke the general
power of attorney, the execution of the second power of attorney would be a mere futile gesture.
The title of Ong Guan Can not having been divested by the so-called deed of July 31, 1931, his
properties are subject to attachment and execution.
Besides, under the circumstances, JULIANA's right to quiet title, to seek reconveyance, and to annul
OCT. No. 63 accrued only in 1966 when she was made aware of a claim adverse to her own. It was only
then that the statutory period of prescription may be said to have commenced to run against her.
Mendoza v Paule
G.R. No. 175885
Facts: Engineer Eduardo M. Paule is the proprietor of E.M. Paule Construction and Trading
(EMPCT). On May 24, 1999, Paule executed a special power of attorney (SPA) authorizing
Zenaida G. Mendoza to participate in the pre-qualification and bidding of a National Irrigation
Administration (NIA) project and to represent him in all transactions related thereto. EMPCT,
through Mendoza, participated in the bidding of the NIA-Casecnan Multi-Purpose Irrigation and
Power Project (NIA-CMIPP) and was awarded Packages A-10 and B-11 of the NIA-CMIPP
Schedule A. When Manuel de la Cruz learned that Mendoza is in need of heavy equipment for
use in the NIA project, he met up with Mendoza in Bayuga, Muoz, Nueva Ecija, in an
apartment where the latter was holding office under an EMPCT sign board. On April 27, 2000,
PAULE revoked the SPA he previously issued in favor of Mendoza; consequently, NIA refused
to make payment to Mendoza on her billings. Cruz, therefore, could not be paid for the rent of
the equipment. Upon advice of Mendoza, Cruz addressed his demands for payment of lease
rentals directly to NIA but the latter refused to acknowledge the same and informed Cruz that it
would be remitting payment only to EMPCT as the winning contractor for the project. However,
without resolving Mendozas motion to declare Paule non-suited, and without granting her the
opportunity to present her evidence ex parte, the trial court rendered its decision holding Paule
liable. Mendoza was duly constituted as EMPCTs agent for purposes of the NIA project and that
Mendoza validly contracted with Cruz for the rental of heavy equipment that was to be used
there for. It found unavailing Paules assertion that Mendoza merely borrowed and used his
contractors license in exchange for a consideration of 3% of the aggregate amount of the
project.
The trial court held that through the SPA she executed, Paule clothed Mendoza with
apparent authority and held her out to the public as his agent; as principal, Paule must comply
with the obligations which Mendoza contracted within the scope of her authority and for his
benefit. Furthermore, Paule knew of the transactions which Mendoza entered into since at
various times when she and Cruz met at the EMPCT office, Paule was present and offered no
objections. The trial court declared that it would be unfair to allow Paule to enrich himself and
disown his acts at the expense of Cruz.
The appellate court held that the SPAs issued in Mendozas favor did not grant the latter
the authority to enter into contract with Cruz for hauling services; the SPAs limit Mendozas
authority to only represent EMPCT in its business transactions with NIA, to participate in the
bidding of the project, to receive and collect payment in behalf of EMPCT, and to perform such
acts a smay be necessary and/or required to make the said authority effective. Thus, the
engagement of Cruz hauling services was done beyond the scope of Mendozas authority.
Issue: Whether or not an agency may be revoke when a bilateral contract depends it.
Held: Records show that Paule and Mendoza had entered into a partnership in regard to the NIA
project. Paules contribution thereto is his contractors license and expertise, while Mendoza
would provide and secure the needed funds for labor, materials and services; deal with the
suppliers and sub-contractors; and in general and together with Paule, oversee the effective
implementation of the project. For this, Paule would receive as his share three per cent (3%) of
the project cost while the rest of the profits shall go to Mendoza. Paule admits to this
arrangement in all his pleadings. Although the SPAs limit Mendozas authority to such acts as
representing EMPCT in its business transactions with NIA, participating in the bidding of the
project, receiving and collecting payment in behalf of EMPCT, and performing other acts in
furtherance thereof, the evidence shows that when Mendoza and Cruz met and discussed (at the
EMPCT office in Bayuga, Muoz, Nueva Ecija) the lease of the latters heavy equipment for use
in the project, Paule was present and interposed no objection to Mendozas actuations. In his
pleadings, Paule does not even deny this. Quite the contrary, Mendozas actions were in accord
with what she and Paule originally agreed upon, as to division of labor and delineation of
functions within their partnership.
Under the Civil Code, every partner is an agent of the partnership for the purpose of its
business; each one may separately execute all acts of administration, unless a specification of
their respective duties has been agreed upon, or else it is stipulated that any one of them shall not
act without the consent of all the others. At any rate, Paule does not have any valid cause for
opposition because his only role in the partnership is to provide his contractors license and
expertise, while the sourcing of funds, materials, labor and equipment has been relegated to
Mendoza. Moreover, it does not speak well for Paule that he reinstated Mendoza as his attorneyin-fact, this time with broader powers to implement, execute, administer and supervise the NIA
project, to collect checks and other payments due on said project, and act as the Project Manager
for EMPCT, even after Cruz has already filed his complaint. Despite knowledge that he was
already being sued on the SPAs, he proceeded to execute another in Mendozas favor, and even
granted her broader powers of administration than in those being sued upon. If he truly believed
that Mendoza exceeded her authority with respect to the initial SPA, then he would not have
issued another SPA. If he thought that his trust had been violated, then he should not have
executed another SPA in favor of Mendoza, much less grant her broader authority. There was no
valid reason for Paule to revoke Mendozas SPAs. Since Mendoza took care of the funding and
sourcing of labor, materials and equipment for the project, it is only logical that she controls the
finances, which means that the SPAs issued to her were necessary for the proper performance of
her role in the partnership, and to discharge the obligations she had already contracted prior to
revocation. Without the SPAs, she could not collect from NIA, because as far as it is concerned,
EMPCT and not the Paule-Mendoza partnership is the entity it had contracted with. Without
these payments from NIA, there would be no source of funds to complete the project and to pay
off obligations incurred. As Mendoza correctly argues, an agency cannot be revoked if a bilateral
contract depends upon it, or if it is the means of fulfilling an obligation already contracted, or if a
partner is appointed manager of a partnership in the contract of partnership and his removal from
the management is unjustifiable.
ADILLE VS. COURT OF APPEALS. G.R. No. L-44546; 157 SCRA 455; January 29, 1988
Ponente: Justice Sarmiento
FACTS: Feliza Alzul originally owned Lot No. 14694 with an area of 11,325 sq. m. in Legaspi
City. During her lifetime, she married twice. Her first marriage was with Bernabe Adille, where
she had a son named Rustico Adille. Her second marriage was with Procopio Asejo where she
had 5 children including Emeteria Asejo. In 1939, Feliza Alzul sold the property in pacto de
retro to certain 3rd persons with a 3-year redemption period. However, in 1942, Feliza died and
wasnt able to redeem the lot. During the redemption period, Rustico Adille repurchased by him
alone, and after that, executed a deed of extra-judicial partition representing his own self to be
the only heir and child of his mother Feliza. Thereafter, Adille secured the title in 1955.
Compromise between Adille and the Asejos failed. The Asejos then filed a case for partition
contending that Adille was only a trustee in an implied trust. The trial court ruled in favor of
Adille holding that he became the absolute owner of the land. The Court of Appeals reversed the
ruling in favor of the Asejos. Adille appealed to the Supreme Court contending that the claim of
the Asejos are barred by prescription as the land was titled under Adilles name on 1955 and that
the claim was filed only in 1974.
ISSUE: Whether or not prescription will bar the claim of the Asejos.
HELD: NO, prescription is not at a bar. Prescription, as a mode of terminating a relation of
co-ownership, must have been preceded by repudiation (of the co-ownership). The act of
repudiation, in turn is subject to certain conditions: (1) a co-owner repudiates the co-ownership;
(2) such an act of repudiation is clearly made known to the other co-owners; (3) the evidence
thereon is clear and conclusive, and (4) he has been in possession through open, continuous,
exclusive, and notorious possession of the property for the period required by law.
The court is not convinced that he had repudiated the co-ownership; on the contrary, he
had deliberately kept the private respondents in the dark by feigning sole heirship over the estate
under dispute. He cannot therefore be said to have "made known" his efforts to deny the coownership. Moreover, one of the private respondents, Emeteria Asejo, is occupying a portion of
the land up to the present, yet, the petitioner has not taken pains to eject her therefrom. As a
matter of fact, he sought to recover possession of that portion Emeteria is occupying only as a
counterclaim, and only after the private respondents had first sought judicial relief.
The Torrens title does not furnish a shield for fraud. It is therefore no argument to say that
the act of registration is equivalent to notice of repudiation, assuming there was one,
notwithstanding the long-standing rule that registration operates as a universal notice of title.
While actions to enforce a constructive trust prescribes in ten years, reckoned from the date of
the registration of the property, the Court is not prepared to count the period from such a date in
this case. the petitioner's sub rosa efforts to get hold of the property exclusively for himself
beginning with his fraudulent misrepresentation in his unilateral affidavit of extrajudicial
settlement that he is the only heir and child of his mother Feliza with the consequence that he
was able to secure title in his name also. Accordingly, the Court holds that the right of the private
respondents commenced from the time they actually discovered the petitioner's act of
defraudation, only during the litigation.
HELD: No. An examination of the "Power of Attorney" reveals that a partnership or joint
venture was indeed intended by the parties. Perusal of the agreement denominated as the "Power
of Attorney" indicates that the parties had intended to create a partnership and establish a
common fund for the purpose. They also had a joint interest in the profits of the business as
shown by a 50-50 sharing in the income of the mine.
In an agency coupled with interest, it is the agency that cannot be revoked or withdrawn by the
principal due to an interest of a third party that depends upon it, or the mutual interest of both
principal and agent. In this case, the non-revocation or non-withdrawal under paragraph 5(c)
applies to the advances made by petitioner who is supposedly the agent and not the principal
under the contract. Thus, it cannot be inferred from the stipulation that the parties relation under
the agreement is one of agency coupled with an interest and not a partnership. Neither can
paragraph 16 of the agreement be taken as an indication that the relationship of the parties was
one of agency and not a partnership. Although the said provision states that this Agency shall be
irrevocable while any obligation of the PRINCIPAL in favor of the MANAGERS is outstanding,
inclusive of the MANAGERS account, it does not necessarily follow that the parties entered
into an agency contract coupled with an interest that cannot be withdrawn by Baguio Gold.
The main object of the Power of Attorney was not to confer a power in favor of petitioner to
contract with third persons on behalf of Baguio Gold but to create a business relationship
between petitioner and Baguio Gold, in which the former was to manage and operate the latters
mine through the parties mutual contribution of material resources and industry. The essence of
an agency, even one that is coupled with interest, is the agents ability to represent his principal
and bring about business relations between the latter and third persons.
The strongest indication that petitioner was a partner in the Sto. Nino Mine is the fact that it
would receive 50% of the net profits as compensation under paragraph 12 of the agreement.
The entirety of the parties contractual stipulations simply leads to no other conclusion than that
petitioners compensation is actually its share in the income of the joint venture. Article 1769
(4) of the Civil Code explicitly provides that the receipt by a person of a share in the profits of a
business is prima facie evidence that he is a partner in the business.
While a corporation, like the petitioner, cannot generally enter into a contract of partnership
unless authorized by law or its charter, it has been held that it may enter into a joint venture
which is akin to a particular partnership: under Philippine law, a joint venture is a form of
partnership and should be governed by the law of partnerships
(3) The sharing of gross returns does not of itself establish a partnership, whether or not
the persons sharing them have a joint or common right or interest in any property which
the returns are derived;
(4) The receipt by a person of a share of the profits of a business is a prima facie evidence
that he is a partner in the business, but no such inference shall be drawn if such profits
were received in payment:
(a) As a debt by installment or otherwise;
(b) As wages of an employee or rent to a landlord;
(c) As an annuity to a widow or representative of a deceased partner;
(d) As interest on a loan, though the amount of payment vary with the profits of
the business;
(e) As the consideration for the sale of a goodwill of a business or other property
by installments or otherwise.
In the light of the afore-quoted legal provision, we conclude that Tan Eng Kee was only
an employee, not a partner. Even if the payrolls as evidence were discarded, petitioners would
still be back to square one, so to speak, since they did not present and offer evidence that would
show that Tan Eng Kee received amounts of money allegedly representing his share in the profits
of the enterprise. Petitioners failed to show how much their father, Tan Eng Kee, received, if any,
as his share in the profits of Benguet Lumber Company for any particular period. Hence, they
failed to prove that Tan Eng Kee and Tan Eng Lay intended to divide the profits of the business
between themselves, which is one of the essential features of a partnership.
profit was earned. Though the profit was apportioned among the members, this is one a matter of
consequence as it implies that profit actually resulted.
Petitioners' reliance on Pascual v. Commissioner is misplaced, because the facts obtaining
therein are not on all fours with the present case. In Pascual, there was no unregistered
partnership, but merely a co-ownership which took up only 2 isolated transactions. The CA did
not err in applying Evangelista, which involved a partnership that engaged in a series of
transactions spanning more than 10 years, as in the case before us.
Orient Air Services & Hotel Representatives versus Court of Appeals
G.R. No. 76933, May 29, 1991
Facts: American Airlines Inc. entered into a General Sales Agency Agreement with Orient Air
Services and Hotel Representatives on 15 January 1977. Orient is tasked to act as American Airs
exclusive general sales agent within the Philippines for the sale of air passenger transportation.
In return, Orient is to receive two commissions namely a sales agency commission ranging from
7-8% and another for an overriding commission of 3% of tariff fares and charges for all sales of
passenger transportation over American Air services. The agreement included a provision that
says American Air may terminate the agreement on two days notice xxx. Orient defaulted in
remittance for three months and thereafter without notice, American Air terminated the
agreement. A suit was filed by American Air against Orient for Accounting with Preliminary
Attachment or Garnishment, Mandatory Injunction and Restraining Order. Orient contested in
reply stating that even after application of the commissions in issue, American Air still owed
Orient a balance composed of unpaid overriding commissions. The Regional Trial Court ruled in
favour of Orient Air and ordered for the latters reinstatement as a general sales agent. American
Air escalated the issue to the Court of Appeals. The Appellate Court affirmed the decision of the
lower court with modified monetary awards. Unsatisfied with the decision, American Air and
Orient Air appealed to the Supreme Court in a consolidated petition.
Issue: Whether or not the Court of Appeals was correct in affirming the decision of the Regional
Trial Court regarding the reinstatement of Orient Air.
Held: No. In as much as there was wrongful termination in the case at bar due to American Airs
non-compliance with the 2-days notice indicated in the Agency Agreement, nothing, even the
courts and laws, can compel the reinstatement of Orient Air as an agent. Agency is defined by
law as a contract where a person binds himself to render some service or to do something in
representation or on behalf of another, with the consent or authority of the latter. To reinstate
Orient through a court decision is a violation of the essence of the definition of an agency since
there is no consent at all from the principal.
Answering defendants counter claimed for damages against plaintiffs for allegedly bringing an
unfounded and malicious complaint.
After trial on the merits, the lower court rendered its decision on October 15, 1968
finding the existence of an implied trust in favor of plaintiffs, but at the same time holding their
action for reconveyance barred by prescription, except in the case of select Tongoy heirs who
were adjudged entitled to reconveyance of their corresponding shares in the property, they
having been excluded therefrom in the partition during their minority, and not having otherwise
signed any deed of transfer over such shares.
Both parties appealed the decision. The respondents questioned, among others, the lower
court's decision dismissing their complaint on ground of prescription, and assailed it insofar as it
held that the agreement created among the Tongoy-Sonora family in 1931 was an implied, and
not an express trust. For their part, the petitioners not only refuted the errors assigned by
respondents, but also assailed, among others, the findings that there was preponderance of
evidence in support of the existence of an implied trust.
The appellate court ruled against Francisco A. Tongoy and ordered him to reconvey the
respective shares of the Plaintiffs-appellants, render to them an accounting with respect to the
income of Hacienda Pulo and the Cuaycong property from May 5, 1958 up to the time the
reconveyances as herein directed are made, and pay them their proportionate shares of the
income with legal interest.
In the case before the Court, the petitioners filed for review on certiorari claiming the
following: that there was no trust constituted on Hacienda Pulo and the Cuaycong Property; even
if there was an implied trust, the rights of the respondents have prescribed or are barred by
laches;
Issue: Was there an implied trust? Have the rights of the respondents prescribed or are barred by
Laches?
Held: No. The Court of Appeals found enough convincing evidence to support that the transfers
made by the co-owners in favor of Luis D. Tongoy were simulated. Based on Articles 1409 and
1410 of the New Civil Code, such contracts are inexistent, void from the beginning, and The
action or defense for the declaration of the inexistence of a contract does not prescribe.
Evidently, the deeds of transfer executed in favor of Luis Tongoy were from the very
beginning absolutely simulated or fictitious, since the same were made merely for the purpose of
restructuring the mortgage over the subject properties and thus preventing the foreclosure by the
PNB. Thus, the action for reconveyance instituted by herein respondents which is anchored on
the said simulated deeds of transfer cannot and should not be barred by prescription.
There is no implied trust that was generated by the simulated transfers, because being
fictitious or simulated, the transfers were null and void ab initio-from the very beginning and
thus vested no rights whatsoever in favor of Luis Tongoy or his heirs. That which is inexistent
cannot give life to anything at all. Thus, the other heirs of Tongoy are indeed entitled to their
shares of the estate and any income generated.
But even assuming that such an implied trust exists between Luis Tongoy as trustee and
the private respondents as cestui que trust, the rights of private respondents to claim
reconveyance is still not barred by prescription or laches. The Court, based on jurisprudence,
holds that implied or constructive trusts prescribe in ten years, and an action for reconveyance
based on implied or constructive trust, prescribes in ten years. The said prescriptive period is to
run not from the time the properties were registered under the trustees name by from the time the
properties registration of the release of the mortgage obligation, the latter being the only by that
time could plaintiffs-appellants be charged with constructive knowledge of the liquidation of the
mortgage obligations. Since the petition was filed within this ten year period (June 1966), their
action has not prescribed.