Beruflich Dokumente
Kultur Dokumente
Nava v Yaptinchay
LEASE
Doctrine
Article 1649: The lessee cannot assign the lease without the
consent of the lessor, unless there is a stipulation to the
contrary.
The consent of the lessor to an assignment of lease may
indeed be given expressly or impliedly. It need not be given
simultaneously with that of the lessee and of the assignee.
Neither is it required to be in any specific or particular form.
It must, however, be clearly given.
Facts:
A billboard, owned by Macgraphics, was leased to Sime Darby
at a monthly rental of P120,000.
Sime Darby paid Macgraphics P1.2 million
representing the ten-month deposit which the latter
would apply to the last 10 months of the lease.
Sime Darby executed a MOA with Goodyear, whereby it
agreed to sell its tire manufacturing plants and other
assets to the latter for P1.5 billion. Goodyear improved
its offer to buy the assets of Sime Darby to P1.65 billion,
in consideration of the assignment by Sime Darby of
the receivables in connection with its billboard
advertising.
Sime Darby and Goodyear executed a deed entitled Deed of
Assignment, through which Sime Darby assigned its leasehold
rights and deposits made to Macgraphics pursuant to its lease
contract over the billboard. Sime Darby then notified
Macgraphics of the assignment.
After submitting a new design for the billboard to feature its
name and logo, Goodyear requested that Macgraphics submit
its proposed quotation for the production costs of the new
Doctrine
The assignment of the leasehold rights over the two market
stalls was void since it was made without the consent of the
lessor, the Baguio City Government, as required under Article
1649 of the Civil Code.
Facts:
Sometime in January 1969, Lomises acquired from the Baguio
City Government the right to occupy two stalls in the Hangar
Market in Baguio City, as evidenced by a permit issued by the
City Treasurer.
DOCTRINE
Lease contracts survive the death of the parties and continue
to bind the heirs except if the contract states otherwise.
FACTS
Hospicio de San Jose (HDSJ) leased a parcel of land to
German Inocenio. The lease contract was effective for 1 year
and was renewed several times. The last contract provides:
This contract is nontransferable unless prior consent of the
lessor is obtained in writing.
Inoncencio constructed two buildings which he subleased, he
designated his son, Ramon, to administer the property.
In 1990, Inocencio received a letter from HDSJ informing him
of the increased rentals which shall take effect in November
1990 instead of August, to give him ample time to make
necessary adjustments with his subleases.
Ruling:
The court ruled that lease contracts, by their nature, are not
personal. The general rule, therefore, is lease contracts
survive the death of the parties and continue to bind the
heirs except if the contract states otherwise. In Sui Man Hui
Chan v. Court of Appeals, we held that:
A lease contract is not essentially personal in
character. Thus, the rights and obligations therein are
transmissible to the heirs. The general rule, therefore,
is that heirs are bound by contracts entered into by
their predecessors-in-interest except when the rights
and obligations arising therefrom are not
transmissible by (1) their nature, (2) stipulation or (3)
provision of law. In the subject Contract of Lease, not
only were there no stipulations prohibiting any
transmission of rights, but its very terms and
conditions explicitly provided for the transmission of
the rights of the lessor and of the lessee to their
respective heirs and successors. The contract is the
law between the parties. The death of a party does not
excuse nonperformance of a contract, which involves
a property right, and the rights and obligations
thereunder pass to the successors or representatives of
the deceased. Similarly, nonperformance is not
excused by the death of the party when the other party
has a property interest in the subject matter of the
contract.
Section 6 of the lease contract provides that [t]his contract is
PARTNERSHIP
Yulo v. Yang
Re: Partnership: Existence
Facts:
Yang Chiao Seng proposed to Rosario Yulo, the formation of a
partnership between them to run and operate a theatre. The
principal conditions of the offer are:
(1) that Yang guarantees Yulo a monthly participation of
P3,000,
(2) that the partnership shall be for a period of 2 years and
6 months, with the condition that if xxx Yulo's right of
lease is terminated by the owner, then the partnership
shall be terminated even if the period has not yet
expired; xxx
The parties executed a partnership agreement establishing the
"Yang & Company, Limited," which was to exist from July 1,
1945 to December 31, 1947. The capital is fixed at P100,000;
P80,000 from Yang and P20,000 from Yulo. All gains and
profits are to be distributed among the partners in the same
proportion as their capital contribution and the liability of
Yulo, in case of loss, shall be limited to her capital
contribution.
They executed a supplementary agreement, extending the
partnership for a period of 3 years beginning January 1, 1948
to December 31, 1950. The benefits are to be divided between
them at the rate of 50-50 and after December 31, 1950, the
showhouse building shall belong exclusively to Yulo.
The land on which the theatre was constructed was
leased by Yulo from Emilia Carrion and Maria
Carrion Santa Marina. In the contract of lease, it was
stipulated that the lease shall continue for an indefinite
period of time, but that after 1 year the lease may be cancelled
by either party by written notice to the other party.
Yulo was notified of the owner's desire to cancel the
contract of lease.
Yulo brought a civil action to the CFI to declare the lease of the
premises. MTC ordered the ejectment of Yulo and
Yang. The judgment was appealed. In the CFI, the 2 cases
were heard jointly. The complaint of Yulo was dismissed. The
contract of lease was declared terminated. CA affirmed
the judgment.
Yulo demanded from Yang her share in the profits of
the business. Yang answered that he had to suspend the
payment (of the rentals) because of the pendency of the
ejectment suit by the owners of the land against Yulo. Yang
alleges that inasmuch as he is a sublessee and inasmuch as
Yulo has not paid to the lessors the rentals, he was retaining
the rentals to make good to the landowners the rentals due
from Yulo in arrears.
Yulo instituted this action alleging the existence of a
partnership between them and that Yang has refused
to pay her share. Yang alleges that the real agreement
between them was one of lease and not of partnership; that the
partnership was adopted as a subterfuge to get around the
prohibition contained in the contract of lease between the
owners and the plaintiff against the sublease of the said
property.
The court held that it is not true that a partnership was
created because Yang has not actually contributed the sum
mentioned in the Articles of Partnership, or any other amount;
that the real agreement is not of the partnership but one of the
lease for the reason that under the agreement Yulo did not
share either in the profits or in the losses of the business as
required by Article 1769 of the Civil Code; and that the fact that
Yulo was granted a "guaranteed participation" in the profits
also belies the supposed existence of a partnership between
them.
Issue:
Whether or not the written contracts, between Yulo and Yang,
are one of lease and not of partnership.
Ruling:
Yes. The agreement was a sublease, not a partnership. The
following are the requisites of partnership:
(1) two or more persons who bind themselves to
contribute money, property, or industry to a
common fund;
(2) intention on the part of the partners to divide
the profits among themselves.
(1) In the first place, Yulo did not furnish the supposed
P20,000 capital.
(2) In the second place, she did not furnish any help or
intervention in the management of the theatre.
(3) In the third place, it does not appear that she has ever
demanded from Yang any accounting of the expenses
and earnings of the business.
Were she really a partner, her first concern should have been
to find out how the business was progressing, whether the
expenses were legitimate, whether the earnings were correct,
etc. She was absolutely silent with respect to any of the acts
that a partner should have done; all that she did was to receive
her share of P3,000 a month, which can not be interpreted in
any manner than a payment for the use of the premises which
she had leased from the owners.
Issue:
Who is the partner between Jose Lim (father) and Elfledo
Lim (son)?
Held:
It is Elfledo Lim based on the evidence presented regardless of
Jimmy Yus testimony in court that Jose Lim was the partner.
But at any rate, the Supreme Court noted that based on the
functions performed by Elfledo, he is the actual partner.
REALUBIT VS JASO
G.R. No. 178782 September 21, 2011
TOPIC: EXISTENCE OF A PARTNERSHIP
Doctrine
A conveyance by a partner of his whole interest in the
partnership does not itself dissolve the partnership, or, as
against the other partners in the absence of agreement,
entitle the assignee, during the continuance of the
partnership, to interfere in the management or
administration of the partnership business or affairs, or to
require any information or account of partnership
transactions, or to inspect the partnership books; but it
merely entitles the assignee to receive in accordance with his
contracts the profits to which the assigning partners would
otherwise be entitled. However, in case of fraud in the
management of the partnership, the assignee may avail
himself of the usual remedies.
Facts:
Petitioner Josefina Realubit (Josefina) entered into a Joint
Venture Agreement with Francis Eric Amaury Biondo
(Biondo), a French national, for the operation of an ice
manufacturing business.
However, Biondo subsequently
executed a Deed of Assignment dated 27 June 1997,
transferring all his rights and interests in the business in favor
of respondent Eden Jaso (Eden), the wife of respondent
Prosencio Jaso.
City that the Spouses Jaso mistook for the ice manufacturing
business established in partnership with Biondo.
The RTC decided in favor of the Jasos. The CA set aside the
decision of the RTC upon the following findings and
conclusions: (a) the Spouses Jaso validly acquired Biondos
share in the business which had been transferred to and
continued its operations at 66-C Cenacle Drive, Sanville
Subdivision, Project 6, Quezon City and not dissolved as
claimed by the Spouses Realubit; (b) absent showing of
Josefinas knowledge and consent to the transfer of Biondos
share, Eden cannot be considered as a partner in the business,
pursuant to Article 1813 of the Civil Code of the Philippines; (c)
while entitled to Biondos share in the profits of the business,
Eden cannot, however, interfere with the management of the
partnership, require information or account of its transactions
and inspect its books; (d) the partnership should first be
dissolved before Eden can seek an accounting of its
transactions and demand Biondos share in the business; and,
(e) the evidence adduced before the RTC do not support the
award of moral damages in favor of the Spouses Jaso.
Issue:
Whether the deed of assignment allow the respondents to seek
an accounting of its transactions and demand Biondos share
in the business
Ruling:
Doctrine
At this point, we reiterate the established principle that
persons dealing with an agent must ascertain not only the
fact of agency, but also the nature and extent of the agents
authority.
Facts
Respondent Joy Training Center of Aurora, Inc. (Joy Training)
is a non-stock, non-profit religious educational institution. It
was the registered owner of a parcel of land designated as Lot
No. 125-L and was covered by Transfer Certificate of Title
(TCT) No. T-25334. On November 10, 1998, the spouses
Richard and Linda Johnson sold the real properties, a
Wrangler jeep, and other personal properties in favor of the
spouses Sally and Yoshio Yoshizaki. On the same date, a Deed
of Absolute Sale and a Deed of Sale of Motor Vehicle were
executed in favor of the spouses Yoshizaki. The spouses
Johnson were members of Joy Trainings board of trustees at
the time of sale. On December 7, 1998, TCT No. T-25334 was
cancelled and TCT No. T-26052 was issued in the name of the
spouses Yoshizaki.
On December 8, 1998, Joy Training, represented by its Acting
Chairperson Reuben V. Rubio, filed an action for the
Cancellation of Sales and Damages with prayer for the issuance
of a Temporary Restraining Order and/or Writ of Preliminary
Injunction against the spouses Yoshizaki and the spouses
Johnson before the Regional Trial Court of Baler, Aurora
(RTC). In the complaint, Joy Training alleged that the spouses
Johnson sold its properties without the requisite authority
from the board of directors. It assailed the validity of a board
resolution dated September 1, 1998[11] which purportedly
granted the spouses Johnson the authority to sell its real
NGA informed SSC that it could not grant its request because
the contract to transport the rice was entered into by
defendant NGA and defendant Medalla who did not disclose
that he was acting as a mere agent of plaintiff. Defendant NGA
paid defendant Medalla the sum of P25,974.90, for freight
services in connection with the shipment of 8,550 sacks of rice.
Plaintiff wrote defendant Medalla demanding that he turn over
to plaintiff the amount of P27,000.00 paid to him by
defendant NFA. Defendant Medalla, however, "ignored the
demand." Plaintiff was therefore constrained to file the instant
complaint.
Defendant-appellant National Food Authority admitted that it
entered into a contract with Gil Medalla whereby plaintiffs
vessel "MV Sea Runner" transported 8,550 sacks of rice of said
defendant from San Jose, Mindoro to Manila. For services
rendered, the National Food Authority paid Gil Medalla
P27,000.00 for freightage.
ISSUE: Whether or not Medalla is an agent of NFA.
HELD: YES.
It is contended by petitioner NFA that it is not liable under the
exception to the rule (Art. 1883) since it had no knowledge of
the fact of agency between respondent Superior Shipping and
Medalla at the time when the contract was entered into
between them (NFA and Medalla). Petitioner submits that
"(A)n undisclosed principal cannot maintain an action upon a
contract made by his agent unless such principal was disclosed
in such contract. One who deals with an agent acquires no
right against the undisclosed principal."
Petitioner NFA's contention holds no water. It is an
undisputed fact that Gil Medalla was a commission agent of
respondent Superior Shipping Corporation which owned the
vessel "MV Sea Runner" that transported the sacks of rice
belonging to petitioner NFA. The context of the law is clear.
SPA is necessary
The price agreed for the sale of the property was Five Hundred
Thousand Pesos (P500,000.00). It cannot be denied that the
oral contract of sale entered into between the petitioner and
Alejandro was valid.
As to Alejandros authority to sell the land
The CA found that it was only Alejandro who agreed to the
sale. There is no evidence to show that the other co-owners
consented to Alejandros sale transaction with the petitioner.
Hence, for want of authority to sell Lot No. 3, the CA ruled that
Alejandro only sold his aliquot share of the subject property to
the petitioner.
In Alcantara v. Nido,the Court emphasized the requirement of
an SPA before an agent may sell an immovable property. In the
said case, Revelen was the owner of the subject land. Her
mother, respondent Brigida Nido accepted the petitioners
offer to buy Revelens land at Two Hundred Pesos (P200.00)
per sq m. However, Nido was only authorized verbally by
Revelen. Thus, the Court declared the sale of the said land null
and void under Articles 1874 and 1878 of the Civil Code.
Articles 1874 and 1878 of the Civil Code explicitly provide:
Art. 1874. When a sale of a piece of land or any
interest therein is through an agent, the authority of
the latter shall be in writing; otherwise, the sale shall
be void.
Art. 1878. Special powers of attorney are necessary in
the following cases:
x x x x (5) To enter into any contract by which the
ownership of an immovable is transmitted or
acquired either gratuitously or for a valuable
consideration;
PEREZ v PNB
July 30, 1966 17 SCRA 835
Topic: Agency; Extinguishment
Doctrine: The argument that foreclosure by the Bank under
its power of sale is barred upon death of the debtor, because
agency is extinguished by the death of the principal, under
Article 1732 of the Civil Code of 1889 and Article 1919 of the
Civil Code of the Philippines, neglects to take into account
that the power to foreclose is not an ordinary agency that
contemplates exclusively the representation of the principal
by the agent but is primarily an authority conferred upon the
mortgagee for the latter's own protection. It is, in fact, an
ancillary stipulation supported by the same causa or
consideration for the mortgage and forms an essential and
inseparable part of that bilateral agreement. As can be seen
in the preceding quotations from Pasno vs. Ravina, 54 Phil.
382, both the majority and the dissenting opinions conceded
that the power to foreclose extrajudicially survived the death
of the mortgagor, even under the law prior to the Civil Code
of the Philippines now in force.
Facts:
On August 29, 1939, Vicente Perez mortgaged a Lot of the
Kabankalan Cadastre, to the appellant Philippine National
Bank, Bacolod Branch, in order to secure payment of a loan of
P2,500, plus interest, payable in yearly installments. On
October 7, 1942, Vicente Perez, mortgagor, died intestate,
survived by his widow and children (appellees herein). At that
time, there was an outstanding balance of P1,917.00, and
corresponding interest, on the mortgage indebtedness.
Three months later, on August 15, 1962, the widow and heirs of
Vicente Perez instituted this case against the Bank in the court
below, seeking to annul the extra-judicial foreclosure sale and
the transfer of the Certificate of Title as well as to recover
damages, claiming that the Bank had acted illegally and in bad
faith. The Bank answered, denying the charges. After trial, the
court a quo, on December 15, 1962, rendered judgment.
Wherefore, the trial court declared null and void the extrajudicial foreclosure sale to the Bank.
Issue:
WON agency is extinguished upon death of the mortgagor
Held:
The argument that foreclosure by the Bank under its
power of sale is barred upon death of the debtor, because
agency is extinguished by the death of the principal, under
Article 1732 of the Civil Code of 1889 and Article 1919 of the
Civil Code of the Philippines, neglects to take into account that
the power to foreclose is not an ordinary agency that
contemplates exclusively the representation of the principal by
the agent but is primarily an authority conferred upon the
mortgagee for the latter's own protection. It is, in fact, an
ancillary stipulation supported by the same causa or
consideration for the mortgage and forms an essential and
inseparable part of that bilateral agreement. As can be seen in
the preceding quotations from Pasno vs. Ravina, 54 Phil. 382,
both the majority and the dissenting opinions conceded that
the power to foreclose extrajudicially survived the death of the
mortgagor, even under the law prior to the Civil Code of the
Philippines now in force.
HELD: None.
The Court affirms the appellate courts finding that the
agency was not revoked since Ybaez requested that Lim
make stop payment orders for the checks payable to Saban
only after the consummation of the sale on March 10, 1994. At
that time, Saban had already performed his obligation as
Ybaezs agent when, through his (Sabans) efforts, Ybaez
executed the Deed of Absolute Sale of the lot with Lim and the
Spouses Lim.
To deprive Saban of his commission subsequent to the sale
which was consummated through his efforts would be a breach
of his contract of agency with Ybaez which expressly states
that Saban would be entitled to any excess in the purchase
price after deducting the P200,000.00 due to Ybaez and the
transfer taxes and other incidental expenses of the sale.
The Court held that it would be in the height of injustice to
permit the principal to terminate the contract of agency to the
prejudice of the agent when he had already reaped the benefits
of the latters efforts.