Phil. Health Care Providers, Inc. (MAXICARE) v.

ESTRADA / CARA
Services
GR: 1711052 / Jan. 28, 2008

Facts:
Maxicare is a domestic corporation engaged in selling health insurance
plans whose Chairman Dr. Roberto K. Macasaet, Chief Operating Officer
Virgilio del Valle, and Sales/Marketing Manager Josephine Cabrera were
impleaded as defendants-appellants.

On September 15, 1990, Maxicare allegedly engaged the
services of Carmela Estrada who was doing business under the name of
CARA HEALTH [SERVICES] to promote and sell the prepaid group practice
health care delivery program called MAXICARE Plan with the position of
Independent Account Executive. Maxicare formally appointed Estrada as
its General Agent, evidenced by a letter-agreement dated February 16,
1991.

Maxicare alleged that it followed a franchising system in dealing with
its agents whereby an agent had to first secure permission from Maxicare
to list a prospective company as client. [Estrada] alleged that it did
apply with Maxicare for the MERALCO account and other accounts, and in
fact, its franchise to solicit corporate accounts, MERALCO account
included, was renewed on February 11, 1991.

Plaintiff-appellee Estrada submitted proposals and made
representations to the officers of MERALCO regarding the MAXICARE Plan
but when MERALCO decided to subscribe to the MAXICARE Plan,
[Maxicare] directly negotiated with MERALCO regarding the terms and
conditions of the agreement and left plaintiff-appellee Estrada out of the
discussions on the terms and conditions.

On March 24, 1992, plaintiff-appellee Estrada, through counsel,
demanded from Maxicare that it be paid commissions for the MERALCO
account and nine (9) other accounts. In reply, Maxicare, through
counsel, denied [Estradas] claims for commission for the MERALCO and
other accounts because Maxicare directly negotiated with MERALCO and
the other accounts(,) and that no agent was given the go signal to
intervene in the negotiations for the terms and conditions and the signing
of the service agreement with MERALCO and the other accounts so that if
ever Maxicare was indebted to Estrada, it was only for P1,555.00
and P43.l2 as commissions on the accounts of Overseas Freighters Co.
and Mr. Enrique Acosta,
After trial, the RTC found Maxicare liable for breach of contract and
ordered it to pay Estrada actual damages in the amount equivalent to
10% of P20,169,335.00, representing her commission for the total
premiums paid by Meralco to Maxicare from the year 1991 to 1996, plus
legal interest computed from the filing of the complaint on March 18,
1993, and attorneys fees in the amount of P100,000.00.
On appeal, the CA affirmed in toto the RTCs decision. In ruling for
Estrada, both the trial and appellate courts held that Estrada was the
"efficient procuring cause" in the execution of the service agreement
between Meralco and Maxicare consistent with our ruling in Manotok
Brothers, Inc. v. Court of Appeals.the CA affirmed in toto the RTCs
decision.
Issues:

1. Whether the Court of Appeals committed serious
error in affirming Estradas entitlement to commissions for
the execution of the service agreement between Meralco
and Maxicare.

2. Corollarily, whether Estrada is entitled to
commissions for the two (2) consecutive renewals of the
service agreement effective on December 1,
1992
[5]
and December 1, 1995.

Held:
Well-entrenched in jurisprudence is the rule that factual findings of
the trial court, especially when affirmed by the appellate court, are
accorded the highest degree of respect and are considered
conclusive between the parties.

Maxicare urges us that both the RTC and CA failed to take into
account the stipulations contained in the February 19, 1991 letter
agreement authorizing the payment of commissions only upon
satisfaction of twin conditions, i.e., collection and contemporaneous
remittance of premium dues by Estrada to Maxicare. Allegedly, the
lower courts disregarded Estradas admission that the negotiations
with Meralco failed. Thus, the flawed application of the "efficient
procuring cause" doctrine enunciated in Manotok Brothers, Inc. v.
Court of Appeals,
9
and the erroneous conclusion upholding
Estradas entitlement to commissions on contracts completed
without her participation. Questions of fact are not cognizable by
this Court. The finding of "efficient procuring cause" by the CA is a
question of fact which we desist from passing upon as it would
entail delving into factual matters on which such finding was based.
To reiterate, the rule is that factual findings of the trial court,
especially those affirmed by the CA, are conclusive on this Court
when supported by the evidence on record.

Contrary to Maxicares assertion, the trial and the appellate courts
carefully considered the factual backdrop of the case as borne out
by the records. Both courts were one in the conclusion that
Maxicare successfully landed the Meralco account for the sale of
healthcare plans only by virtue of Estradas involvement and
participation in the negotiations.

At the very least, Estrada penetrated the Meralco market, initially
closed to Maxicare, and laid the groundwork for a business
relationship. The only reason Estrada was not able to participate in
the collection and remittance of premium dues to Maxicare was
because she was prevented from doing so by the acts of Maxicare,
its officers, and employees.

In relation thereto, we have held that the term "procuring cause" in
describing a brokers activity, refers to a causeoriginating a series
of events which, without break in their continuity, result in the
accomplishment of the prime objective of the employment of the
brokerproducing a purchaser ready, willing and able to buy on
the owners terms.
17
To be regarded as the "procuring cause" of a
sale as to be entitled to a commission, a brokers efforts must have
been the foundation on which the negotiations resulting in a sale
began.
18
Verily, Estrada was instrumental in the sale of the
Maxicare health plans to Meralco. Without her intervention, no sale
could have been consummated.

SANCHEZ v. MEDICARD
Facts:
Sometime in 1987, Medicard appointed Sanchez as its special corporate
agent. As such agent, Medicard gave him a commission based on the
cash brought in.
In September, 1988, through Sanchezs efforts, Medicard and UNILAB
executed a Health Care Program Contract. Under this contract, Unilab
shall pay Medicard a fixed monthly premium for the health insurance of its
personnel. Unilab paid Medicard P4,148,005.00 representing the
premium for one (1) year. Medicard then handed Sanchez 18% of said
amount or P746,640.90 representing his commission.
Again, through Sanchezs initiative, the agency contract between Medicard
and Unilab was renewed for another year, or from October 1, 1989 to
September 30, 1990, incorporating therein the increase of premium
from P4,148,005.00 to P7,456,896.00. Medicard paid
Sanchez P1,342,241.00 as his commission.
Prior to the expiration of the renewed contract, Medicard proposed to
Unilab, through Sanchez, an increase of the premium for the next
year. Unilab rejected the proposal for the reason that it was too high,
prompting Dr. Nicanor Montoya (Medicards president and general
manager), also a respondent, to request Sanchez to reduce his
commission, but the latter refused.
In a letter dated October 3, 1990, Unilab, through Carlos Ejercito, another
respondent, confirmed its decision not to renew the health program
contract with Medicard.
Meanwhile, in order not to prejudice its personnel by the termination of
their health insurance, Unilab, through respondent Ejercito, negotiated
with Dr. Montoya and other officers of Medicard, to discuss ways in order
to continue the insurance coverage of those personnel.
Under the new scheme, Unilab shall pay Medicard only the amount
corresponding to the actual hospitalization expenses incurred by each
personnel plus 15% service fee for using Medicard facilities, which amount
shall not be less than P780,000.00.
Medicard did not give Sanchez any commission under the new scheme.
In a letter dated March 15, 1991, Sanchez demanded from Medicard
payment of P338,000.00 as his commission plus damages, but the latter
refused to heed his demand.
Thus, Sanchez filed with the RTC, a complaint for sum of money against
Medicard, Dr. Nicanor Montoya and Carlos Ejercito.
After hearing, the RTC rendered its Decision dismissing Sanchezs
complaint and respondents counterclaim.
On appeal, the Court of Appeals affirmed the trial courts assailed
Decision. The Appellate Court held that there is no proof that the
execution of the new contract between the parties under the cost plus
system is a strategy to deprive Sanchez of his commission; that Medicard
did not commit any fraudulent act in revoking its agency contract with
Sanchez; that when Unilab rejected Medicards proposal for an increase of
premium, their Health Care Program Contract on its third year was
effectively revoked; and that where the contract is ineffectual, then the
agent is not entitled to a commission.
Hence, the instant petition for review on certiorari.

ISSUE:

W/N the contract of agency has been revoked by Medicard, hence,
Sanchez is not entitled to a commission.

HELD:
Art. 1924. The agency is revoked if the principal directly
manages the business entrusted to the agent, dealing
directly with third persons.

Sanchez did not render services to Medicard, his principal, to entitle him
to a commission. There is no indication from the records that he exerted
any effort in order that Unilab and Medicard, after the expiration of the
Health Care Program Contract, can renew it for the third time. In fact,
his refusal to reduce his commission constrained Medicard to negotiate
directly with Unilab. We find no reason in law or in equity to rule that he
is entitled to a commission. Obviously, he was not the agent or the
procuring cause of the third Health Care Program Contract between
Medicard and Unilab.

It is dictum that in order for an agent to be entitled to a commission, he
must be the procuring cause of the sale, which simply means that the
measures employed by him and the efforts he exerted must result in a
sale. In other words, an agent receives his commission only upon the
successful conclusion of a sale. Conversely, it follows that where his
efforts are unsuccessful, or there was no effort on his part, he is not
entitled to a commission.
In Prats vs. Court of Appeals, this Court held that for the purpose of
equity, an agent who is not the efficient procuring cause is nonetheless
entitled to his commission, where said agent, notwithstanding the
expiration of his authority, nonetheless, took diligent steps to bring
back together the parties, such that a sale was finalized and
consummated between them. In Manotok Borthers vs. Court of
Appeals,
[5]
where the Deed of Sale was only executed after the agents
extended authority had expired, this Court, applying its ruling in Prats,
held that the agent (in Manotok) is entitled to a commission since he was
the efficient procuring cause of the sale, notwithstanding that the sale
took place after his authority had lapsed. The proximate, close, and
causal connection between the agents efforts and the principals sale of
his property can not be ignored.
It may be recalled that through Sanchezs efforts, Medicard was able to
enter into a one-year Health Care Program Contract with Unilab. As a
result, Medicard paid Sanchez his commission. Again, through his efforts,
the contract was renewed and once more, he received his
commission. Before the expiration of the renewed contract, Medicard,
through Sanchez, proposed an increase in premium, but Unilab rejected
this proposal. Medicard then requested Sanchez to reduce his
commission should the contract be renewed on its third year, but he was
obstinate. Meantime, on October 3, 1990, Unilab informed Medicard it
was no longer renewing the Health Care Program contract.
In order not to prejudice its personnel, Unilab, through respondent
Ejercito, negotiated with respondent Dr. Montoya of Medicard, in order to
find mutually beneficial ways of continuing the Health Care Program. The
negotiations resulted in a new contract wherein Unilab shall pay Medicard
the hospitalization expenses actually incurred by each employees, plus a
service fee. Under the cost plus system which replaced the premium
scheme, Sanchez was not given a commission.
It is clear that since Sanchez refused to reduce his commission, Medicard
directly negotiated with Unilab, thus revoking its agency contract with
Sanchez. We hold that such revocation is authorized by Article 1924 of
the Civil Code which provides:

WHEREFORE, the petition is DENIED.

Prats v. Court of Appeals G.R. No. L-39822, January 31, 1978,
Fernandez, J.



Facts:

In 1968, Antonio Prats, under the name of Philippine Real Estate
Exchange instituted against Alfonso Doronilla and PNB a case to recover a
sum of money and damages. Doronilla had for sometime tried to sell his
300 ha land and he had designated several agents for that purpose at one
time. He offered the property to the Social Security System but was
unable to consummate the sale. Subsequently he gave a written authority
in writing to Prats to negotiate the sale of the property. Such authorization
was published by Prats in the Manila Times. The parties agreed that Prats
will be entitled to 10% commission and if he will be able to sell it over its
price, the excess shall be credited to the latter plus his commission.
Thereafter, Prats negotiated the land to the SSS. SSS invited Doronilla for
a conference but the latter declined and instead instructed that the former
should deal with Prats directly. Doronilla had received the full payment
from SSS. When Prats demanded from him his professional fees as real
estate broker, Doronilla refused to pay. Doronilla alleged that Prats had no
right to demand the payment not rendered according to their agreement
and that the authority extended to Prats had expired prior to the closing
of the sale..

Issue: Whether petitioner was the efficient procuring cause in bringing
about the sale of respondents land to the SSS.

Ruling:

The Supreme Court ruled that Prats was not the efficient procuring cause
of the sale. It was not categorical that it was through Prats efforts that
meeting with the SSS official to close the sale took place. The court
concluded that the meeting took place independently because the SSS
had manifested disinterest in Prats intervention. However, in equity, the
court noted that Prats had diligently taken steps to bring back together
Doronilla and SSS. Prats efforts somehow were instrumental in bringing
them together again and finally consummating the sale although such
finalization was after the expiration of Prats extended exclusive authority.
Doronilla was ordered to pay Prats for his efforts and assistance in the
transaction.


Manotok Bros. v. CA
Manotok Bros. (Petitioner) owned a parcel of land and building which
were formerly leased by City of Manila and used by Claro M. Recto High
School.
By means of a letter, Manotok authorized Salvador Saligumba
(respondent) to negotiate with the City of Manila for the sale of the
property for not less than 425K with 5% commission in the event that the
sale is consummated. This authority was extended for 120 days and
another 120 days.
Another letter signed by the President of the Corp. authorized respondent
to finalize and consummate the sale for not less than 410K and extended
the authority for another 180 days.
The City of Manila passed an ordinance appropriating for the payment of
the 410K before the expiration of the authority of the respondent.
However, the City Mayor signed it after 3 days of expiration of the
authority.
The sale was consummated but respondent never received any
commission. This was because the petitioner refused to pay him as they
did not recognize the respondents role as agent in the transaction.
Respondent filed a case against the petitioner for the negotiation. On
answer, petitioner insisted that the respondent is not entitled because:
(1) the sale was not consummated within the period of his authority; and
(2) the PTA president was the one responsible for the negotiation.
RTC: ordered Manotok to pay respondent the commission fees with legal
interest from the date of filing of complaint.
CA: affirmed RTC decision.
SC: affirmed RTC & CA decision.
1. Though the sale was consummated upon expiration of his authority,
he is still entitled to commission. It is within the exception as in the
case of Prats v. CA, petitioner had diligently taken steps to bring back
Doronilla and the SSS. Xxx Prats efforts somehow instrumental in
bringing them together xxx although the finalization was after the
expiration of Prats extended authority
In the case of Prats, agent was not even the efficient procuring cause
bringing about the sale, unlike in the case at bar, it was still held
therein that the agent was entitled to compensation. In the case at
bar, respondent is the efficient procuring cause for without his efforts,
the municipality would not have anything to pass and the Mayor would
not have anything to approve.
2. When there is a close proximate and causal connection between
the agents efforts and labor ant he principals sale of his property, the
agent is entitled to a commission.
3. While it may be true that the PTA president followed-up the matter
with the author of the ordinance and Mayor Villegas, his intervention
regarding the purchase came only after the ordinance had already
been passed. Without the efforts of the respondent then, the Mayor
would have had nothing to approve.


DOMINGO vs. DOMINGO
GR No. L-30573 | Oct. 29, 1971| Makasiar | Petition for Review of
CA Decision1
Petitioners: Vicente Domingo represented by his heirs
Respondents: Gregorio Domingo [Vicente Domingos agent & broker]
Intervenor: Teofilo Purisima [Gregorio Domingos sub-agent]

Quick Summary:
Facts: Gregorio Domingo, Vicente Domingos broker and agent, received
P1,000 from Oscar de Leon as gift or propina. Oscar gave him said
amount after Gregorio succeeded in persuading Vicente to accept his offer
to buy the lot for P1.20 instead of P2.
Held: An agent who takes a secret profit in the nature of a bonus,
gratuity or personal benefit from the vendee, without revealing the same
to his principal, the vendor, is guilty of a breach of his loyalty to the
principal and forfeits his right to collect the commission from his principal,
even if the principal does not suffer any injury by reason of such breach of
fidelity, or that he obtained better results or that the agency is a
gratuitous one, or that usage or custom allows it. The fact that the
principal may have been benefited by the valuable services of the said

1 Just a guess. My photox of the case does not have the 1
st
2 pages.
agent does not exculpate the agent who has only himself to blame for
such a result by reason of his treachery or perfidy. As a necessary
consequence of such breach of trust, Gregorio Domingo must forfeit his
right to the commission and must return the part of the commission he
received from his principal.

Facts:
Vicente Domingo granted to Gregorio Domingo, a real estate broker,
the exclusive agency to sell his Lot No. 883, Piedad Estate in a
document. Said lot has an area of 88,477 sq. m.
According to the document, said lot must be sold for P2 per sq. m.
Gregorio is entitled to 5% commission on the total price if the
property is sold:
by Vicente or by anyone else during the 30-day duration of the
agency or
by Vicente within 3 months from the termination of the agency to
a purchaser to whom it was submitted by Gregorio during the
effectivity of the agency with notice to Vicente.
This contract is in triplicate with the original and another copy being
retained by Gregorio. The last copy was given to Vicente.
Subsequently, Gregorio authorized Teofilo Purisima to look for a
buyer without notifying Vicente. Gregorio promised Teofilo of the
5% commission.
Teofilo introduced Oscar de Leon to Gregorio as a porspective buyer.
Oscar submitted a written offer which was very much lower than the
P2 per sq. m. price.
Vicente directed Gregorio to tell Oscar to raise his offer.
After several conferences between Gregorio and Oscar, Oscar raised
his offer to P1.20 per sq. m. or P109,000 in total. Vicente agreed to
said offer.
Upon Vicentes demand, Oscar issued a P1,000 check to him as
earnest money. Vicente, then, advanced P300 to Gregorio.
Subsequently, Vicente asked for an additional P1,000 as earnest
money, which Oscar promised to deliver to Vicente.
The written agreement, Exhibit C, between the parties was amended.
Oscar will vacate on or about September 15, 1956 his house and
lot at Denver St., QC, which is part of the purchase price
Later on, it was again amended to state that Oscar will vacate his
house and lot on Dec. 1, 1956 because his wife was pregnant at that
time.
Oscar gave Gregorio P1,000 as a gift or propina for succeeding in
persuading Vicente to sell his lot at P1.20 per sq. m. gregorio did not
disclose said gift or propina to Vicente.
Moreover, Oscar did not pay Vicente the additional P1,000 Vicente
asked from him as earnest money.
The deed of sale was not executed since Oscar gave up on the
negotiation when he did not receive his money from his brother in
the US, which he communicated to Gregorio.
Gregorio did not see Oscar for several weeks thus sensing that
something fishy might be going on.
So, he went to Vicentes house where he read a portion of the
agreement to the effect that Vicente was still willing to pay him 5%
commission, P5,450.
Thereafter, Gregorio went to the Register of Deeds of QC, where he
discovered that a Deed of sale was executed by Amparo de Leon,
Oscars wife, over their house and lot in favor of Vicente.
After discovering that Vicente sold his lot to Oscars wife, Gregorio
demanded in writing the payment of his commission.
Gregorio also conferred with Oscar. Oscar told him that Vicente went
to him and asked him to eliminate Gregorio in the transaction and
that he would sell his property to him for P104,000.
In his reply, Vicente stated that Gregorio is not entitled to the 5%
commission because he sold the property not to Gregorio's buyer,
Oscar de Leon, but to another buyer, Amparo Diaz, wife of Oscar de
Leon.
CA: exclusive agency contract is genuine. The sale of the lot to
Amparo de Leon is practically a sale to Oscar.

Issue:
WON Gregorios act of accepting the gift or propina from Oscar constitutes
a fraud which would cause the forfeiture of his 5% commission [YES]

Ratio:
Gregorio Domingo as the broker, received a gift or propina from the
prospective buyer Oscar de Leon, without the knowledge and
consent of his principal, Vicente Domingo. His acceptance of said
substantial monetary gift corrupted his duty to serve the
interests only of his principal and undermined his loyalty to
his principal, who gave him partial advance of P3000 on his
commission. As a consequence, instead of exerting his best to
persuade his prospective buyer to purchase the property on the most
advantageous terms desired by his principal, Gregorio Domingo,
succeeded in persuading his principal to accept the counter-offer of
the prospective buyer to purchase the property at P1.20 per sq. m.
The duties and liabilities of a broker to his employer are
essentially those which an agent owes to his principal.
An agent who takes a secret profit in the nature of a bonus,
gratuity or personal benefit from the vendee, without
revealing the same to his principal, the vendor, is guilty of a
breach of his loyalty to the principal and forfeits his right to
collect the commission from his principal, even if the principal
does not suffer any injury by reason of such breach of fidelity,
or that he obtained better results or that the agency is a
gratuitous one, or that usage or custom allows it.
Rationale: prevent the possibility of any wrong not to remedy or
repair an actual damage
agent thereby assumes a position wholly inconsistent with that of
being an agent for hisprincipal, who has a right to treat him,
insofar as his commission is concerned, as if no agency had
existed
The fact that the principal may have been benefited by the
valuable services of the said agent does not exculpate the
agent who has only himself to blame for such a result by
reason of his treachery or perfidy.
As a necessary consequence of such breach of trust, Gregorio
Domingo must forfeit his right to the commission and must
return the part of the commission he received from his
principal.

Decisive Provisions
Article 18912 and 19093 CC
The modification contained in the first paragraph Article 1891
consists in changing the phrase "to pay" to "to deliver", which latter
term is more comprehensive than the former. Paragraph 2 of Article
1891 is a new addition designed to stress the highest loyalty that is
required to an agent condemning as void any stipulation
exempting the agent from the duty and liability imposed on him in
paragraph one thereof.
Article 1909 demand the utmost good faith, fidelity, honesty,
candor and fairness on the part of the agent, the real estate broker
in this case, to his principal, the vendor. The law imposes upon the
agent the absolute obligation to make a full disclosure or complete
account to his principal of all his transactions and other material
facts relevant to the agency, so much so that the law as amended
does not countenance any stipulation exempting the agent from such
an obligation and considers such an exemption as void. The duty of
an agent is likened to that of a trustee. This is not a technical or
arbitrary rule but a rule founded on the highest and truest principle
of morality as well as of the strictest justice.

2 Every agent is bound to render an account of his transactions and to deliver to the principal whatever he
may have received by virtue of the agency, even though it may not be owing to the principal.
Every stipulation exempting the agent from the obligation to render an account shall be void.

3 The agent is responsible not only for fraud, but also for negligence, which shall be judged with more or less
rigor by the courts, according to whether the agency was or was not for a compensation.

Situations where the duty mandated by Art 1891 does not apply
agent or broker acted only as a middleman with the task of merely
bringing together the vendor and vendee, who themselves thereafter
will negotiate on the terms and conditions of the transaction
agent or broker had informed the principal of the gift or bonus or
profit he received from the purchaser and his principal did not object

Teofilo Purisimas entitlement to his share in the 5% commission
Teofilo can only recover from Gregorio his share of whatever
amounts Gregorio Domingo received by virtue of the transaction as
his sub-agency contract was with Gregorio Domingo alone and not
with Vicente Domingo, who was not even aware of such sub-agency.
Since Gregorio already received a total of P1,300 from Oscar and
Vicente, P650 of which should be paid by Gregorio to Teofilo.

Dispositive: CA decision reversed.



SERONA v. PEOPLE

FACTS:

Xx x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x







AF REALTY V. DIESELMAN

FACTS:

In 1988, Manuel Cruz, Jr., a board member of Dieselman Freight Services,
Co. (DFS) authorized Cristeta Polintan to sell a 2,094 sq. m. parcel of land
owned by DFS. Polintan in turn authorized Felicisima Noble to sell the
same lot. Noble then offered AF Realty & Development, Co., represented
by Zenaida Ranullo, the land at the rate of P2,500.00 per sq. m. AF Realty
accepted the offer and issued a P300,000 check as downpayment.
However, it appeared that DFS did not authorize Cruz, Jr. to sell the said
land. Nevertheless, Manuel Cruz, Sr. (father) and president of DFS,
accepted the check but modified the offer. He increased the selling price
to P4,000.00 per sq. m. AF Realty, in its response, did not exactly agree
nor disagree with the counter-offer but only said it is willing to pay the
balance (but was not clear at what rate). Eventually, DFS sold the
property to someone else.
Now AF Realty is suing DFS for specific performance. It claims that DFS
ratified the contract when it accepted the check and made a counter-offer.
ISSUE: Whether or not the sale made through an agent was ratified.
HELD: No. There was no valid agency created. The Board of Directors of
DFS never authorized Cruz, Jr. to sell the land. Hence, the agreement
between Cruz, Jr. and Polintan, as well as the subsequent agreement
between Polintan and Noble, never bound the corporation. Therefore the
sale transacted by Noble purportedly on behalf of Polintan and
ultimately purportedly on behalf of DFS is void.
Being a void sale, it cannot be ratified even if Cruz, Sr. accepted the check
and made a counter-offer. (Cruz, Sr. returned the check anyway). Under
Article 1409 of the Civil Code, void transactions can never be ratified
because they were void from the very beginning.
BRITISH AIRWAYS v. CA (1998)

FACTS: