ROSA LIM vs.

CA

FACTS:

Lim, who arrived from Cebu, received from Suarez 2 pieces of jewelry: a diamond ring and a
bracelet to be sold on commission basis. Lim returned the bracelet to Suarez, but failed to
return the diamond ring or to turn over the proceeds thereof if sold. Suarez wrote a demand
letter asking for the return of the ring or the proceeds of the sale thereof. Lim, however, alleges
that she had returned both the ring and the bracelet, hence she no longer has any liability.

Lim has a different version of the facts. She denies the transaction was for her to sell the 2
pieces of jewelry on commission basis. She told Suarez that she would consider buying the
pieces of jewelry for her own use. Lim took the pieces of jewelry and asked Suarez to prepare
the necessary papers for her to sign because she was not yet prepared to buy it. The document
was prepared, and Lim signed it, but she claims that she didn’t agree to the terms of the receipt
regarding the sale on commission basis. Her ‘proof’ is that she signed the document on the
upper portion and not at the bottom where a space is provided for the signature of the persons
receiving the jewelry.

ISSUE:

Was the real transaction between Lim & Suarez a real contract of agency to sell on commission
basis as set out in the receipt or a sale on credit?

HELD:

The transaction between them was a contract of agency to sell on commission basis. Lim’s
signature indeed appears on the upper portion of the receipt below, but this fact doesn’t have
the effect of altering the terms of the transaction form a contract of agency to sell on
commission basis to a contract of sale. The moment she affixed her signature thereon, Lim
became bound by all the terms stipulated in the receipt.

Contracts shall be obligatory in whatever form they may have been entered into, provided all
the essential requisites for their validity are present. However there are some provisions in law
w/c require certain formalities for particular contracts. The 1st is when the form is required for
the validity of the contract; the 2nd is when it is required to make the contract effective as
against 3rd parties; and the 3rd is for the purpose of proving the existence of the contract, e.g.
those included in the Statute of Frauds. A contract of agency to sell on commission basis
doesn’t belong to any of these 3 categories, hence it is valid and enforceable in whatever form
they may be entered into.

There is only 1 type of legal instrument where the law strictly prescribes the location of the
signature of the parties thereto. This is in case of notarial wills. But in the case at bar, the
parties didn’t execute a notarial will but a simple contract of agency to sell on commission basis,
thus making the position of Lim’s signature immaterial.

DOMINGA CONDE vs. CA

FACTS:

On 7 April 1938, Margarita Conde, Bernardo Conde and Dominga Conde, as heirs of
Santiago Conde, sold with right to repurchase, within 10 years from said date, a 1 hectare
parcel of agricultural land situated in Burauen, Leyte to Casimira Pasagui and Pio Altera for
P165. Three years later, Original Certificate of Title No. N-534 covering the land in question was
issued in the name of the Alteras subject to the stipulated right of repurchase by the Condes.
On 28 November 1945, Paciente Cordero, son-in-law of the Alteras and their representative,
signed a document in Bisaya stating that the Memorandum of Repurchase got lost during
World War II despite all diligent searches being made; that the two parcels of land were
inherited by the Condes; that Eusebio Amarille was authorized by the Condes to repurchase the
land; that they received P165 in consideration of the sale; and that the Condes, by virtue of the
repurchase, shall repossess the said parcels of land. Neither the vendees-a-retro, Pio Altera nor
Casimira Pasagui, were signatories to that document. Many years later, the pacto de retro
document was found. In June 1965, Pio Altera sold the disputed lot to Ramon and Catalina
Conde, whose relationship to Dominga does not appear on record. Consequently, in 1969,
Dominga filed with the CFI of Leyte a complaint for quieting of title and declaration of
ownership against all the respondents. The trial court dismissed the complaint and ordered
Dominga to vacate the premises and to deliver the disputed land to respondents. The Court of
Appeals affirmed the decision and ruled that Dominga failed to validly exercise her right to
repurchase because the Memorandum of Repurchase was not signed by the Alteras but by
Paciente, who was not authorized to sign for the said vendees-a-retro.
ISSUE:

Whether or not there was an implied agency when Cordero signed the Memorandum of
Repurchase.

HELD:

Yes. Although the contending parties were legally wanting in their respective actuations,
for example Dominga did nothing to formalize her repurchase while the Alteras did nothing to
clear their title of the encumbrance therein regarding Dominga’s right to repurchase, the
repurchase by Dominga is supported by her admission that she had been in possession since
1945, the date of the repurchase, and has been paying land taxes thereon since then. No new
agreement was entered into by the parties as stipulated in the deed of pacto de retro, if the
vendors-a-retro failed to exercise their right of redemption within 10 years. If, as alleged,
Dominga did not exert an effort to procure Pio Altera’s signature after he had recovered from
illness, neither did the Alteras repudiate the deed signed by their son-in-law for 24 years, from
which the Alteras are deemed to have incurred in laches. Thus, an implied agency must have
been held to have been created by their silence or lack of action, or their failure to repudiate
the agency created. (Art. 1869, New Civil Code). Wherefore, Dominga is declared the owner of
the land in question.