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MANILA MEMORIAL PARK CEMETERY, INC. V. LINSANGAN Reasoning. Baluyot acted in excess of the authority granted to her by MMPCI.

t acted in excess of the authority granted to her by MMPCI. The original exceeds the limits of his authority without giving such party sufficient notice
G.R. No. 94050 agreement between her and Atty. Linsangan was unknown to MMPCI and thus, MMPCI was not bound of his powers.
TINGA, November 21. 1991 by their agreement. As far as they were concerned, the contract price was P132,250 and not P95, 000.
As for the ratification, see estoppel.
NATURE The burden falls upon Soriamont to prove its affirmative allegation that PTS acted in any
Petition for Review under Rule 45 of the ROC 4. NO. manner in excess of its authority as agent, thus, resulting in the loss of the subject equipment. To
Ratio. The essential elements of estoppel are (i) conduct of a party amounting to false recall, the subject equipment was withdrawn and used by PTS with the authority of Soriamont. And for
FACTS representation or concealment of material facts or at least calculated to convey the impression that the PTS to be personally liable, as agent, it is vital that Soriamont be able to prove that PTS damaged or
-Florencia Baluyot, an Agency Manager of MMPCI, offered to Atty. Pedro Linsangan a lot at the Holy facts are otherwise than, and inconsistent with, those which the party subsequently attempts to lost the said equipment because it acted contrary to or in excess of the authority granted to it by
Cross Memorial Park owned by MMPCI for P95,000. The lots former owner was not interested on the assert; (ii) intent, or at least expectation, that this conduct shall be acted upon by, or at least Soriamont. As the Court of Appeals and the RTC found, however, Soriamont did not adduce any
lot anymore and so agreed to sell the lot after he has been reimbursed. Atty. Linsangan agreed to the influence, the other party; and (iii) knowledge, actual or constructive, of the real facts. evidence at all to prove said allegation.
offer, gave Baluyot the reimbursement that would be given to the former owner and down payment -One who claims the benefit of an estoppel on the ground that he has been misled by the
that would be paid to MMPCI, with Baluyot only handing him handwritten and typewritten receipts (not representations of another must not have been misled through his own want of reasonable care and Eurotech Industrial Technologies, Inc. v. Edwin Cuizon and Erwin Cuizon
O.R.). circumspection. G.R. No. 167552 April 23, 2007
-However, instead of the old contract with the old owner reformed so that Atty. Linsangan would -Estoppel must be intentional and unequivocal, for when misapplied, it can easily become a most Chico-Nazario, J.
become the new owner of the lot, Baluyot offered a new contract covering the same lot. Atty. convenient and effective means of injustice.
Linsangan protested, but Baluyot assured him that that Atty. Linsangan would still be paying P95,000 Reasoning. There is no indication that MMPCI let the public nor Atty. Linsangan to believe that FACTS:
instead of the P132,250 price under the new contract. Baluyot even executed a document confirming Baluyot had the authority to alter the standard contracts of the company. Neither is there any showing Eurotech is engaged in the business of importation and distribution of various European industrial
the previous arrangement between her and Atty. Linsangan so that even if the purchase price under that prior to signing of the new contract, MMPCI had any knowledge of Baluyots commitment to Atty. equipment. It has as one of its customers Impact Systems Sales which is a sole proprietorship
the new contract has increased, Atty. Linsangan would still be paying the old purchase price. Atty. Linsangan. owned by Erwin Cuizon.
Linsangan signed the new contract with MMPCI and tendered payment in checks in accordance with -Even assuming that Atty. Linsangan was misled by MMPCIs actuations, he still cannot invoke the Eurotech sold to Impact Systems various products allegedly amounting to P91,338.00. Cuizons
the old agreement between him and Baluyot. principle of estoppel, as he was clearly negligent in his dealings with Baluyot, and could have easily sought to buy from Eurotech 1 unit of sludge pump valued at P250,000.00 with Cuizons making a
-It turns out that MMPCI was not aware of the arrangement between Baluyot and Atty. Linsangan, and determined, had he only been cautious and prudent, whether said agent was clothed with the down payment of P50,000.00. When the sludge pump arrived from the United Kingdom, Eurotech
that Baluyot was only authorized under her Agency Management contract to solicit and remit to authority to change the terms of the principals written contract. refused to deliver the same to Cuizons without their having fully settled their indebtedness to
MMPCI offers to purchase interment spaces belonging to and sold by MMPCI. So, even if Atty. Eurotech. Thus, Edwin Cuizon and Alberto de Jesus, general manager of Eurotech, executed a
Linsangan had complied with the agreed payment, MMPCI cancelled the new contract for non-payment Disposition. WHEREFORE, the instant petition is GRANTED. The Decision of the Court of Appeals Deed of Assignment of receivables in favor of Eurotech.
of arrearages. dated 22 June 2001 and its Resolution dated 12 December 2001 in CA- G.R. CV No. 49802, as well as Cuizons, despite the existence of the Deed of Assignment, proceeded to collect from Toledo Power
-Atty. Linsangan filed complaint for Breach of Contract and Damages against Baluyot and MMPCI. the Decision in Civil Case No. 88-1253 of the Regional Trial Court, Makati City Branch 57, are hereby Company the amount of P365,135.29. Eurotech made several demands upon Cuizons to pay their
LC: Baluyot was an agent of MMPCI; MMPCI was estopped from denying the agency after having REVERSED and SET ASIDE. The Complaint in Civil Case No. 88-1253 is DISMISSED for lack of cause of obligations. As a result, Cuizons were able to make partial payments to Eurotech. Cuizons total
received and encashed the checks issued by Atty. Linsangan and given it by Baluyot. action. No pronouncement as to costs. obligations stood at P295,000.00 excluding interests and attorneys fees.
CA: affirmed LC + Baluyots authority was conferred upon her by habit and custom Edwin Cuizon alleged that he is not a real party in interest in this case. According to him, he was
Soriamont Steamship Agencies Inc. & Ronas v Sprint Transport Services, & Papa acting as mere agent of his principal, which was the Impact Systems, in his transaction with
ISSUES Sprint filed for a complaint for a sum of money against Soriamont and Ronas Eurotech and the latter was very much aware of this fact.
1. WON the SC could review the findings of fact of CA Subject of dispute: ELA (EQUIPMENT LEASE AGREEMENT)
2. WON Baluyot was an agent of MMPCI Sprint alleges: ISSUE: WON Edwin exceeded his authority when he signed the Deed of Assignment thereby binding
3. WON MMPCI was bound by the contract procured by Atty. Linsangan and solicited by Baluyot himself personally to pay the obligations to Eurotech
4. WON MMPCI was estopped from denying liability to Atty. Linsangan It entered into a lease agreement for Equipment with Soriamont
Sprint agreed to lease chassis units for the transport of container vans HELD: No.
HELD Thru authorization letters, Ronas (on behalf of Soriamont and PAPA TRUCKING Edwin insists that he was a mere agent of Impact Systems which is owned by Erwin and that his
1. YES SERVICES [PTS]) were able to withdraw 2 chassis units from the container yard of status as such is known even to Eurotech as it is alleged in the Complaint that he is being sued in
Ratio. There are instances when the findings of fact of the trial court and/or Court of Appeals may be Sprint. his capacity as the sales manager of the said business venture. Likewise, Edwin points to the Deed
reviewed by the Supreme Court, such as (1) when the conclusion is a finding grounded entirely on Soriamont and Ronas failed to pay rental fees. of Assignment which clearly states that he was acting as a representative of Impact Systems in said
speculation, surmises and conjectures; (2) when the inference made is manifestly mistaken, absurd or Sprint was subsequently informed that the equipment was LOST transaction.
impossible; (3) where there is a grave abuse of discretion; (4) when the judgment is based on a Despite demands, Soriamont and Ronas failed to pay rental fees and failed to replace Art. 1897. The agent who acts as such is not personally liable to the party with whom he contracts,
misapprehension of facts; (5) when the findings of fact are conflicting; (6) when the Court of Appeals, equipment. unless he expressly binds himself or exceeds the limits of his authority without giving such party
in making its findings, went beyond the issues of the case and the same is contrary to the admissions Soriamont and Ronas alleges: sufficient notice of his powers.
of both appellant and appellee; (7) when the findings are contrary to those of the trial court; (8) It was [PTS] who withdrew the equipment. In a contract of agency, a person binds himself to render some service or to do something in
when the findings of fact are conclusions without citation of specific evidence on which they are Soriamont and Ronas filed a Third Party Complaint against [PTS], who failed to answer representation or on behalf of another with the latters consent. Its purpose is to extend the
based; (9) when the facts set forth in the petition as well as in the petitioners main and reply briefs and thus was declared in default personality of the principal or the party for whom another acts and from whom he or she derives
are not disputed by the respondents; and (10) the findings of fact of the Court of Appeals are RTC favored Sprint, held Soriamont liable the authority to act. The basis of agency is representation, that is, the agent acts for and on behalf
premised on the supposed absence of evidence and contradicted by the evidence on record. CA of the principal on matters within the scope of his authority and said acts have the same legal
- found that the contract contained an AUTOMATIC RENEWAL CLAUSE effect as if they were personally executed by the principal.
2. YES - Found that Soriamont authorized the withdrawal of [PTS] of the equipment elements of the contract of agency: (1) consent, express or implied, of the parties to establish the
Ratio. By the contract of agency, a person binds himself to render some service or to do something in - Affirmed RTC decision relationship; (2) the object is the execution of a juridical act in relation to a third person; (3) the
representation or on behalf of another, with the consent or authority of the latter. Thus, the elements ISSUE: Whether or not PTS is an agent of Soriamont? agent acts as a representative and not for himself; (4) the agent acts within the scope of his
of agency are (i) consent, express or implied, of the parties to establish the relationship; (ii) the Soriamont is essentially challenging court findings that PTS withdrew the equipment as authority
object is the execution of a juridical act in relation to a third person; (iii) the agent acts as a an agent of Soriamont. An agent, who acts as such, is not personally liable to the party with whom he contracts. There are
representative and not for himself; and (iv) the agent acts within the scope of his authority. In effect, Soriamont is raising questions of fact which is NOT ALLOWED 2 instances when an agent becomes personally liable to a third person. The first is when he
Reasoning. Baluyot was an agent of MMPCI, having represented the interest of the latter, and having Rule 45 -> only questions of law may be raised in a petition for review expressly binds himself to the obligation and the second is when he exceeds his authority. In the
been allowed by MMPCI to represent it in her dealings with its clients/prospective buyers. last instance, the agent can be held liable if he does not give the third party sufficient notice of his
powers. Edwin does not fall within any of the exceptions contained in Art. 1897.
3. NO Evidence shows that the preponderance of evidence supports the existence of an agency In the absence of an agreement to the contrary, a managing agent may enter into any contracts
Ratio. The acts of the agent beyond the scope of his authority do not bind the principal unless the relationship between Soriamont and PTS. that he deems reasonably necessary or requisite for the protection of the interests of his principal
latter ratifies the same. It also bears emphasis that when the third person knows that the agent was The ELA explicitly authorized Soriamont to appoint a representative who shall withdraw entrusted to his management.
acting beyond his power or authority, the principal cannot be held liable for the acts of the agent. If and return the leased chassis units (which is PTS) Edwin Cuizon acted well-within his authority when he signed the Deed of Assignment. Eurotech
the said third person was aware of such limits of authority, he is to blame and is not entitled to Since the ELA was not shown to be terminated, its AUTOMATIC RENEWAL CLAUSE took refused to deliver the 1 unit of sludge pump unless it received, in full, the payment for Impact
recover damages from the agent, unless the latter undertook to secure the principals ratification. effect pursuant to their contract. Systems indebtedness. Impact Systems desperately needed the sludge pump for its business since
-on RATIFICATION: Ratification in agency is the adoption or confirmation by one person of an act The settled rule is that persons dealing with an assumed agent are bound at their peril; after it paid the amount of P50,000.00 as downpayment it still persisted in negotiating with
performed on his behalf by another without authority. The substance of the doctrine is confirmation and if they would hold the principal liable, they must ascertain not only the fact of agency, but also the Eurotech which culminated in the execution of the Deed of Assignment of its receivables from
after conduct, amounting to a substitute for a prior authority. Ordinarily, the principal must have full nature and extent of authority, and in case either is controverted, the burden of proof is upon them to Toledo Power Company. The significant amount of time spent on the negotiation for the sale of the
knowledge at the time of ratification of all the material facts and circumstances relating to the prove it. Sprint has successfully discharged this burden. sludge pump underscores Impact Systems perseverance to get hold of the said equipment. Edwins
unauthorized act of the person who assumed to act as agent. Thus, if material facts were suppressed Alternatively, if PTS is found to be its agent, Soriamont argues that PTS is liable for the participation in the Deed of Assignment was reasonably necessary or was required in order for
or unknown, there can be no valid ratification and this regardless of the purpose or lack thereof in loss of the subject equipment, since PTS acted beyond its authority as agent. Soriamont cites Article him to protect the business of his principal.
concealing such facts and regardless of the parties between whom the question of ratification may 1897 of the Civil Code, which provides:
arise. Nevertheless, this principle does not apply if the principals ignorance of the material facts and
circumstances was willful, or that the principal chooses to act in ignorance of the facts. However, in Art. 1897. The agent who acts as such is not personally liable
the absence of circumstances putting a reasonably prudent man on inquiry, ratification cannot be to the party with whom he contracts, unless he expressly binds himself or
implied as against the principal who is ignorant of the facts.