Professional Documents
Culture Documents
act that gave rise to a perfected contract of sale, and that for failureof
petitioners to deny receipt thereof, Overland Express Lines can therefore
G.R. No. 122544 January 28, 1999Martinez, J. assume that Alice A.Dizon, acting as agent of petitioners, was authorized by
them to receive the money in their behalf.CA went further by stating that in
FACTS: fact, what was entered into was a conditional contract of salewherein
ownership over the leased property shall not pass to the Overland Express
Overland Express Lines, Inc. entered into a Contract of Lease with Option to
Lines until it hasfully paid the purchase price. Since Overland Express Lines
Buy with petitionersinvolving a 1,755.80 square meter parcel of land situated
did not consign to the court the balanceof the purchase price and continued
at corner MacArthur Highway and SouthH Street, Diliman, Quezon City.
to occupy the subject premises, it had the obligation to pay theamount of
The term of the lease was for 1 year commencing from May 16,1974 up to
P1,700.00 in monthly rentals until full payment of the purchase price.
May 15, 1975. During this period, Overland Express Lines was granted an
option topurchase for the amount of P3,000.00 per In an attempt to resurrect the lapsed option, Overland Express Lines gave
square meter. Thereafter, the lease shall be on a permonth basis with a P300,000.00 to petitioners(thru Alice A. Dizon) on the erroneous
monthly rental of P3,000.00. presumption that the said amount tendered would constitute aperfected
contract of sale pursuant to the contract of lease with option to buy. There
For failure of Overland Express Lines to pay the increased rental of
was no validconsent by the petitioners (as co-owners of the leased
P8,000.00 per month effective June 1976, petitioners filed an action for
premises) on the supposed sale entered intoby Alice A. Dizon, as petitioners
ejectment against it. The lower court rendered judgmentordering Overland
alleged agent, and Overland Express Lines. The basis for agency
Express Lines to vacate the leased premises and to pay the sum of
isrepresentation and a person dealing with an agent is put upon inquiry and
P624,000.00representing rentals in arrears and/or as damages in the form of
must discover upon hisperil the authority of the agent. As provided in Article
reasonable compensation for theuse and occupation of the premises during
1868 of the New Civil Code, there was noshowing that petitioners consented
the period of illegal detainer from June 1976 to November1982 at the
to the act of Alice A. Dizon nor authorized her to act on theirbehalf with
monthly rental of P8,000.00, less payments made, plus 12% interest per
regard to her transaction with private respondent. The most prudent
annum fromNovember 18, 1976, the date of filing of the complaint, until fully
thing privaterespondent should have done was to ascertain the extent of the
paid, the sum of P8,000.00 amonth starting December 1982, until Overland
authority of Alice A. Dizon. Beingnegligent in this regard, private respondent
Express Lines fully vacates the premises, and to payP20,000.00 as and by
cannot seek relief on the basis of a supposed agency.
way of attorneys fees.
Every person dealing with an agent is put upon inquiry
ISSUE:
and must discover upon his peril theauthority of the agent. If he does not
WON Overland Express Lines actually paid the alleged P300,000.00 to Fidel make such inquiry, he is chargeable with knowledge of theagents authority,
a Dizon, asrepresentative (agent) of petitioners in consideration of the option and his ignorance of that authority will not be any excuse. Persons dealing
with anassumed agency, whether the assumed agency be a general or
HELD: special one, are bound at their peril,if they would hold the principal, to
ascertain not only the fact of the agency but also the nature andextent of the
No. authority, and in case either is controverted, the burden of proof is upon
them toestablish it.
CA opined that the payment by Overland Express Lines of P300,000.00 as
partial payment for theleased property, which petitioners accepted (through
Alice A. Dizon) and for which an official receiptwas issued, was the operative
MANILA MEMORIAL PARK CEMETERY, INC., petitioner, vs. PEDRO L. to assume a portion of the purchase price of the interment spaces sold at
LINSANGAN, respondent. G.R. No. 151319 November 22, 2004 such lower price. No evidence was ever presented to this effect.
FACTS:
REPUBLIC OF THE PHILIPPINES, et al. vs. HON. VICTORINO
Florencia Baluyot offered Atty. Pedro L. Linsangan a lot called Garden State EVANGELISTA, et al.
at the Holy Cross Memorial Park owned by petitioner (MMPCI). According to
Baluyot, a former owner of a memorial lot under Contract No. 25012 was no G.R. No. 156015. August 11, 2005.
longer interested in acquiring the lot and had opted to sell his rights subject
to reimbursement of the amounts he already paid. The contract was for Nature: PETITION for review on certiorari
P95,000.00. Baluyot reassured Atty. Linsangan that once reimbursement is
made to the former buyer, the contract would be transferred to him. Atty.
Ponente: PUNO, J.
Linsangan agreed and gave Baluyot P35,295.00 representing the amount to
be reimbursed to the original buyer and to complete the down payment to
MMPCI. Baluyot issued handwritten and typewritten receipts for these Facts:
payments. Baluyot verbally advised Atty. Linsangan that Contract No. 28660
was cancelled for reasons the latter could not explain, and presented to him Private respondent Legaspiis the owner of a land located
another proposal for the purchase of an equivalent property. He refused the inBulacan.
new proposal and insisted that Baluyot and MMPCI honor their undertaking. Petitioner Calimlim (Lt. General),enteredinto a MOA with one
For the alleged failure of MMPCI and Baluyot to conform to their agreement, CiriacoReyes. The MOA granted Reyes a permit to hunt for
Atty. Linsangan filed a Complaint for Breach of Contract and Damages treasure in a land in Bulacan.Reyes, with petitioners, started,
against the former. For its part, MMPCI alleged that Contract No. 28660 was digging, tunneling and blasting works on the said land of Legaspi. It
cancelled conformably with the terms of the contract because of non- was also alleged that Calimlim assigned about 80 military
payment of arrearages. MMPCI stated that Baluyot was not an agent but an personnel to guard the area and intimidate Legaspi and other
independent contractor, and as such was not authorized to represent occupants of the area from going near the subject land.
MMPCI or to use its name except as to the extent expressly stated in the Legaspi executed anSPA appointing his nephew, private
Agency Manager Agreement. respondent Gutierrez, as his attorney-in-fact. Gutierrez was given
the power to deal with the treasure hunting activities on Legaspis
ISSUE: Whether or not a contract of agency exists between Baluyot and land and to file charges against those who may enter it without the
MMPCI. latters authority. Legaspi agreed to give Gutierrez 40% of the
treasure that may be found in the land.
RULING: NO. The acts of an agent beyond the scope of his authority do not Gutierrez filed a case against petitioners for illegally entering
bind the principal, unless he ratifies them, expressly or impliedly. Only the Legaspis land. He hired the legal services of Atty.Adaza(as
principal can ratify; the agent cannot ratify his own unauthorized acts. legalfees, Atty. Adaza shall be entitled to 30% of Legaspis sharein
Moreover, the principal must have knowledge of the acts he is to ratify. No whatever treasure may be found in the land). Upon the filing of the
ratification can be implied in the instant case. Atty. Linsangan failed to show complaint, a 72-hour TROwas issued against petitioners.The case
that MMPCI had knowledge of the arrangement. As far as MMPCI is was then raffled to the court of Judge Evangelista, who then
concerned, the contract price was P132,250.00, as stated in the Offer to granted an extension to the TRO.
Purchase signed by Atty. Linsangan and MMPCI's authorized officer. Petitioners filed a Motion toDismiss contending. One issue that they
Likewise, this Court does not find favor in the Court of Appeals' findings that raised was that there is no real party-in-interest as the SPA of
"the authority of defendant Baluyot may not have been expressly conferred Gutierrez to bring the suit was already revoked by Legaspi as
upon her; however, the same may have been derived impliedly by habit or evidenced by aDeed of Revocation.
custom which may have been an accepted practice in their company in a RTC ruled in favor of the private respondents. CA affirmed the
long period of time." A perusal of the records of the case fails to show any decision.
indication that there was such a habit or custom in MMPCI that allows its
agents to enter into agreements for lower prices of its interment spaces, nor
Issue: Whether the contract of agency between Legaspi and Gutierrez has Survey of Cebu covered by Transfer Certificate of Title No. 11116 of
been effectively revoked by Legaspi. the Registry of Cebu.
They executed a special power of attorney in favor of their brother,
Held: NO. CA decision is Affirmed. Simeon Rallos, authorizing him to sell such land for and in their
behalf.
Ratio: After Concepcion died, Simeon Rallos sold the undivided shares of
his sisters Concepcion and Gerundia to Felix Go Chan & Sons
A contract of agency is generally revocable as it is a personal Realty Corporation for the sum of P10,686.90. New TCTs were
issued to the latter.
contract of representation based on trust and confidence reposed by the
Petitioner Ramon Rallos, administrator of the Intestate Estate of
principal on his agent. Concepcion filed a complaint praying (1) that the sale of the
undivided share of the deceased Concepcion Rallos in lot 5983 be
An exception to the revocability of a contract of agency is when it is unenforceable, and said share be reconveyed to her estate; (2) that
coupled with interest, i.e., if a bilateral contract depends upon the agency. the Certificate of 'title issued in the name of Felix Go Chan & Sons
The reason for its irrevocability is because the agency becomes part of Realty Corporation be cancelled and another title be issued in the
another obligation or agreement. It is not solely the rights of the principal but names of the corporation and the "Intestate estate of Concepcion
also that of the agent and third persons which are affected. Hence, the law Rallos" in equal undivided and (3) that plaintiff be indemnified by
way of attorney's fees and payment of costs of suit.
provides that in such cases, the agency cannot be revoked at the sole will of
the principal. CFI: [Plaintiffs Complaint]
Sale of land was null and void insofar as the one-half pro-indiviso
In the case at bar, we agree with the finding of the trial and share of Concepcion Rallos
appellate courts that the agency granted by Legaspi to Gutierrez is coupled Ordered the issuance of new TCTs to respondent corporation and
with interest as a bilateral contract depends on it. It is clear from the records the estate of Concepcion in the proportion of share each pro-
that Gutierrez was given by Legaspi, inter alia, the power to manage the indiviso and the payment of attorneys fees and cost of litigation
treasure hunting activities in the subject land. It was likewise agreed upon
that Gutierrez shall be entitled to 40% of whatever treasure may be found in [Respondent filed cross claim against Simon Rallos(*Simon and Gerundia
died during pendency of case)]
the land. When an agency is constituted as a clause in a bilateral contract,
Juan T. Borromeo, administrator of the Estate of Simeon Rallos
that is, when the agency is inserted in another agreement, the agency was ordered to pay defendant the price of the share of the land
ceases to be revocable at the pleasure of the principal as the agency shall (P5,343.45) plus attorneys fees
now follow the condition of the bilateral agreement. Consequently, the Deed
of Revocation executed by Legaspi has no effect. The authority of Gutierrez [Borromeo filed a third party complaint against Josefina Rallos, special
to file and continue with the prosecution of the case at bar is unaffected. administratrix of the Estate of Gerundia]
Dismissed without prejudice to filing either a complaint against the
RALLOS v FELIX GO CHAN & REALTY COPR., Munoz-Palma regular administrator of the Estate of Gerundia Rallos or a claim in
the Intestate-Estate of Cerundia Rallos, covering the same subject-
Plaintiff: Ramon Rallos matter
Defendant: Felix Go Chan & Sons Realty Corporation
Facts: CA: CFI Decision reversed, upheld the sale of Concepcions share.
MR: denied.
Concepcion and Gerundia Rallos were sisters and registered co-
owners of a parcel of land known as Lot No. 5983 of the Cadastral Issues:
1) WON sale was valid although it was executed after the death of the - death of the principal effects instantaneous and
principal, Concepcion. absolute revocation of the authority of the agent
2) WON sale fell within the exception to the general rule that death o Exceptions:
extinguishes the authority of the agent (Art. 1930) if it has been constituted in the
3) WON agents knowledge of the principals death is a material factor. common interest of the latter and of the agent, or
4) WON petitioner must suffer the consequence of failing to annotate in the interest of a third person who has accepted
a notice of death in the title (thus there was good faith on the part of the stipulation in his favor.
the Respondent vendee) (Art. 1931) agent acted without knowledge of
5) WON good faith on the part of the respondent in this case should the pricipals death and that the third person was
be treated parallel to that of an innocent purchaser for a value of a in good faith (both these reqs should be present)
land.
Held/Ratio: IN THE CASE AT BAR: