Uniland Resources v.

DBP
Gancayco, J. | 16 August 1991 | G.R. No. 95909

ISSUE: WON Uniland Resources, despite not having any

authorization from DBP, is entitled to commission.

Putative Principal:
DBP
Putative Agent:
Uniland Resources
Putative 3rd Person: Clarges Realty Corporation

RULING: NO, the circumstances herein do not meet the

minimum legal standards required for the existence of an
agency relationship. HOWEVER, following Prats doctrine,
on the pure basis of equity, P100,000.00 is in order.

FACTS: This action involves the recovery of an alleged

brokers fee filed by Uniland Resources against DBP.
Caltex and DBP are consecutive mortgagees of 2 real
properties (an office building lot and a warehouse lot)
owned by Marinduque Mining Corporation (MMC) and
such facts are annotated on the lots respective titles.
Pursuant to Proclamation No. 50, the account of MMC
with DBP was transferred to the Assets Privatization Trust
(APT).
For MMCs failure to pay, Caltex foreclosed its mortgage
while APT offered for sale to the public (through DBP) its
right of redemption by public bidding. It was agreed
among the mortgagees that they shall only entertain
bidders who singularly bid for both properties or where
there are two simultaneous bids on both lots enough to
fully cover the sale.
Petitioner, Uniland Resources, sent several letters to DBP
requesting accreditation as a broker saying that it had
already offered the properties for sale and that one of its
clients, Glaxo, Philippines, was an interested prospective
buyer. DBP has not given any affirmative reply to any of
these letters.
The bidding was unsuccessful with only one bidder,
Counsel Realty Corp (an affiliate of Glaxo, Philippines),
bidding solely for the warehouse lot.
DBP realized that it would make a profit if (1) it retrieves
the account from APT and (2) redeems both lots from
Caltex for itself to later offer the same for sale at a higher
price. DBP exercised this option and acquired the lots as
its physical assets.
The warehouse lot was sold to Clarges Realty Corp. (also
an affiliate of Glaxo, Philippines) through bidding while
the office building lot was sold to Bank of P.I by way of a
negotiated sale. For the office building lot sale, DBP paid a
5% brokers fee to DBP Management Corporation.
For the warehouse lot sale, Uniland, petitioner herein,
asked DBP for the payment of its brokers fee in allegedly
being instrumental in the sale to Clarges Realty Corp. DBP
denied the claim which prompted petitioner to file the
instant case. The RTC ruled in favor of Uniland Resources.
The CA reversed the judgment of the lower court and
dismissed the case.

RATIO: Petitioner was never able to secure the required

accreditation from DBP to transact business on behalf of
the latter. There was no express reply from the DBP or the
APT. From the beginning, petitioner was aware that it had
no express authority.
As to petitioners implied agency argument under Art.
1869, it submits that it "should have been stopped,
disauthorized, and outrightly prevented from dealing the
warehouse lot by the DBP. On the contrary, these steps
were never necessary. In the course of petitioner's dealings
with the DBP, it was always made clear to petitioner that
only accredited brokers may look for buyers on behalf of
DBP. This is not a situation wherein a third party was
prejudiced by the refusal of DBP to recognize petitioner as
its broker. The controversy is only between the DBP and
petitioner, to whom it was emphasized in no uncertain
terms that the arrangement sought did not exist. Article
1869, therefore, has no room for operation in this case.
However, the Court recognizes the efforts of petitioner in
bringing together DBP and an interested and financially
able buyer. While not actively involved in the actual
bidding and transfer of ownership of the warehouse
property, petitioner may be said to have initiated, albeit
without proper authority, the transaction that eventually
took place. The Court is also aware that DBP was able to
realize a substantial profit from the sale of its two
properties. While purely circumstantial, there is sufficient
reason to believe that the DBP became more confident to
venture and redeem the properties from the APT due to the
presence of a ready and willing buyer, as communicated
and assured by petitioner.
Applying the Prats doctrine, petitioner is entitled to some
award. It was petitioner who advised Glaxo, Philippines of
the availability of the warehouse property and aroused its
interest over the same. Through petitioner, respondent
DBP was directly informed of the existence of an
interested buyer. Petitioner's persistence in communicating
with respondent DBP reinforced the seriousness of the
offer. This piece of information no doubt had a bearing on
the subsequent decisions made by respondent DBP as
regards the disposition of its properties.
CA judgment AFFIRMED with modification.