, J. DANON vs. A.

BRIMO

NATURE: Action to recover the sum of P60,000, alleged to be the value of services by the plaintiff as a broker.

QUICK FACTS & HELD:

Danon (Broker) found a purchaser for the factory of his manager (Brimo), who promised 5% commission to Danon;
Another broker found another purchaser who would buy the factory at a higher price, said factory was sold to this
purchaser; As such, Danons client did not perfect the sale with Brimo. Held: Danon not the procuring cause. A broker
is never entitled to commissions for unsuccessful efforts. The risk of failure is only his. The reward comes only with
his success. Where no time for the continuance of the contract is fixed by its terms, either party is at liberty to
terminate it at will, subject only to the ordinary requirements of good faith.

DETAILED FACTS:
1. Antonio Brimo, informed the Danon, that he (Brimo) desired to sell his factory, the Holland American Oil Co., for
the sum of P1,200,000
2. Brimo agreed and promised to pay to the Danon commission of 5% provided the latter could sell said factory for
that amount
3. No definite period of time was fixed within which the Danon should effect the sale. It seems that another broker,
Sellner, was also negotiating the sale, or trying to find a purchaser for the same property and that the plaintiff
was informed of the fact either by Brimo himself or by someone else; at least, it is probable that the plaintiff
was aware that he was not alone in the field, and his whole effort was to forestall his competitor by being the
first to find a purchaser and effect the sale.
4. Immediately after having an interview with Mr. Brimo, Danon went to see Mr. Mauro Prieto, president of the
Santa Ana Oil Mill, a corporation, and offered to sell to him the defendant's property at P1,200,000. The said
corporation was at that time in need of such a factory, and Mr. Prieto, instructed the manager, Samuel E. Kane,
to see Mr. Brimo and ascertain whether he really wanted to sell said factory, and, if so, to get permission from
him to inspect the premises. Mr. Kane inspected the factory and, presumably, made a favorable report to Mr.
Prieto. The latter asked for an appointment with Mr. Brimo to perfect the negotiation. In the meantime Sellner, the
other broker referred to, had found a purchaser for the same property, who ultimately bought it for P1,300,000.
For that reason Mr. Prieto, the would be purchaser found by the plaintiff, never came to see Mr. Brimo to perfect
the proposed negotiation.

ISSUE: Whether Danon as broker was the Procuring Cause of Sale? NO. Whether Danon is entitled to
Compensation - NO

HELD:
The most that can be said as to what the plaintiff had accomplished is, that he had found a person who might
have bought the defendant's factory. The evidence does not show that the Santa Ana Oil Mill
had definitely decided to buy the property at the fixed price of P1,200,000. The plaintiff claims that the reason why
the sale was not consummated was because Mr. Brimo refused to sell.
Defendant agreed and promised to pay him a commission of 5% provided he (the plaintiff) could sell the factory at
P1,200.000. It is difficult to see how the plaintiff can recover anything in the premises. The plaintiff's action is an
action to recover "the reasonable value" of services rendered.
It is clear that his "services" did not contribute towards bringing about the sale. He was not "the efficient agent or
the procuring cause of the sale."
The broker must be the efficient agent or the procuring cause of sale. The means employed by him and his
efforts must result in the sale.
The duty assumed by the broker is to bring the minds of the buyer and seller to an agreement for a sale, and the
price and terms on which it is to be made, and until that is done his right to commissions does not accrue.
It follows, that a broker is never entitled to commissions for unsuccessful efforts. The risk of a failure is
wholly his. The reward comes only with his success. He may have introduced to each other parties who otherwise
would have never met; he may have created impressions, which under later and more favorable circumstances
naturally lead to and materially assist in the consummation of a sale; he may have planted the very seed from
which others reap the harvest; but all that gives him no claim.
The failure therefore and its consequences were the risk of the broker only. This however must be taken with one
important and necessary limitation. If the efforts of the broker are rendered a failure by the fault of the
employer; if capriciously he changes his mind after the purchaser, ready and willing, and consenting to
the prescribed terms, is produced; or if the latter declines to complete the contract because of some
defect of title in the ownership of the seller, some unremoved incumbrance, some defect which is the fault
of the latter, then the broker does not lose his commissions. But this limitation is not even an exception to the
general rule affecting the broker's right for it goes on the ground that the broker has done his duty, that he has
 brought buyer and seller to an agreement, but that the contract is not consummated and fails though the after-fault
of the seller.
One other principle applicable: Where no time for the continuance of the contract is fixed by its terms either party
is at liberty to terminate it at will, subject only to the ordinary requirements of good faith. Usually the broker is
entitled to a fair and reasonable opportunity to perform his obligation, subject of course to the right of the seller to
sell independently. But having been granted him, the right of the principal to terminate his authority is absolute
and unrestricted, except only that he may not do it in bad faith.
Although the present plaintiff could probably have effected the sale, he is not entitled to the commissions
agreed upon because he had no intervention whatever in, and much sale in question. It must be borne in
mind that no definite period was fixed by the defendant within which the plaintiff might effect the sale of its
factory. Nor was the plaintiff given by the defendant the exclusive agency of such sale. Therefore, the
plaintiff cannot complaint of the defendant's conduct in selling the property through another agent before the
plaintiff's efforts were crowned with success. "One who has employed a broker can himself sell the property to a
purchaser whom he has procured, without any aid from the broker."

CONSEJO INFANTE vs. JOSE CUNANAN

FACTS: Consejo Infante, was the owner of two parcels of land. On or before November 30, 1948, she contracted the
services of Jose Cunanan and Juan Mijares, plaintiff herein, to sell the above-mentioned property for a price of
P30,000 subject to the condition that the purchaser would assume the mortgage existing thereon in the favor of the
Rehabilitation Finance Corporation. She agreed to pay them a commission of 5 per cent on the purchase price plus
whatever overprice they may obtain for the property.

Plaintiffs found one Pio S. Noche who was willing to buy the property under the terms agreed upon with defendant,
but when they introduced him to defendant, the latter informed them that she was no longer interested in selling the
property and succeeded in making them sign a document stating therein that the written authority she had given them
was already can-celled.

However, on December 20, 1948, defendant dealt directly with Pio S. Noche selling to him the property for P31,000.
Upon learning this transaction, plaintiffs demanded from defendant the payment of their commission, but she refused
and so they brought the present action.

Defendant admitted having contracted the services of the plaintiffs to sell her property as set forth in the complaint,
but stated that she agreed to pay them a commission of P1,200 only on condition that they buy her a property
somewhere in Taft Avenue to where she might transfer after selling her property. Defendant avers that while plaintiffs
took steps to sell her property as agreed upon, they sold the property at Taft Avenue to another party and because of
this failure it was agreed that the authority she had given them be cancelled.

ISSUE: whether or not respondents are entitled to the commission.

HELD: YES
There is no dispute that respondents were authorized by petitioner to sell her property for the sum of P30,000 with
the understanding that they will be given a commission of 5 percent plus whatever overprice they may obtain for the
property. Petitioner, however, contends that authority has already been withdrawn on November 30, 1948 when, by
the voluntary act of respondents, they executed a document stating that said authority shall be considered cancelled
and without any effect, so that when petitioner sold the property to Pio S. Noche on December 20, 1948, she was
already free from her commitment with respondents and, therefore, was not in duty bound to pay them any
commission for the transaction..

we are of the opinion that there is enough justification for the conclusion reached by the lower court as well as by the
Court of Appeals to the effect that respondents are entitled to the commission originally agreed upon. It is a fact found
by the Court of Appeals that after petitioner had given the written authority to respondents to sell her land for the sum
of P30,000, respondents found a buyer in the person of one Pio S. Noche who was willing to buy the property under
the terms agreed upon, and this matter was immediately brought to the knowledge of petitioner. But the latter,
perhaps by way of strategem, advised respondents that she was no longer interested in the deal and was able to
prevail upon them to sign a document agreeing to the cancellation of the written authority.

That petitioner had changed her mind even if respondents had found a buyer who was willing to close the deal, is a
matter that would not give rise to a legal consequence if respondents agree to call off the transaction in deference to
the request of the petitioner. But the situation varies if one of the parties takes advantage of the benevolence of the
other and acts in a manner that would promote his own selfish interest. This act is unfair as would amount to bad
faith. This act cannot be sanctioned without ac-cording to the party prejudiced the reward which is due him. This is
the situation in which respondents were placed by petitioner. Petitioner took advantage of the services rendered by
respondents, but believing that she could evade payment of their commission, she made use of a ruse by inducing
them to sign the deed of cancellation Exhibit 1. This act of subversion cannot be sanctioned and cannot serve as
basis for petitioner to escape payment of the commission agreed upon.

MANOTOK BROTHERS, INC vs. CA

FACTS: The facts as found by the appellate court, revealed that petitioner herein (then defendant-appellant) is the
owner of a certain parcel of land and building which were formerly leased by the City of Manila.

By means of a letter dated July 5, 1966, petitioner authorized herein private respondent Salvador Saligumba to
negotiate with the City of Manila the sale of the property for not less than P425,000.00. In the same writing, petitioner
agreed to pay private respondent a five percent (5%) commission in the event the sale is finally consummated and
paid.

Petitioner, on March 4, 1967, executed another letter extending the authority of private respondent for 120 days.
Thereafter, another extension was granted to him for 120 more days, as evidenced by another letter dated June 26,
1967.

Finally, through another letter dated November 16, 1967, the corporation with Rufino Manotok, its President, as
signatory, authorized private respondent to finalize and consummate the sale of the property to the City of Manila for
not less than P410,000.00. With this letter came another extension of 180 days.

The Municipal Board of the City of Manila eventually, on April 26, 1968, passed Ordinance No. 6603, appropriating
the sum of P410,816.00 for the purchase of the property which private respondent was authorized to sell. Said
ordinance however, was signed by the City Mayor only on May 17, 1968, one hundred eighty three (183) days after
the last letter of authorization.

Notwithstanding the realization of the sale, private respondent never received any commission, which should have
amounted to P20,554.50. This was due to the refusal of petitioner to pay private respondent said amount as the
former does not recognize the latter's role as agent in the transaction.

Consequently, on June 29, 1969, private respondent filed a complaint against petitioner, alleging that he had
successfully negotiated the sale of the property. He claimed that it was because of his efforts that the Municipal
Board of Manila passed Ordinance No. 6603 which appropriated the sum for the payment of the property subject of
the sale.

Petitioner claimed otherwise. It denied the claim of private respondent on the following grounds: (1) private
respondent would be entitled to a commission only if the sale was consummated and the price paid within the period
given in the respective letters of authority

ISSUE: Whether or not respondent is entitled to the commission

HELD: YES

At first sight, it would seem that private respondent is not entitled to any commission as he was not successful in
consummating the sale between the parties, for the sole reason that when the Deed of Sale was finally executed, his
extended authority had already expired. By this alone, one might be misled to believe that this case squarely falls
within the ambit of the established principle that a broker or agent is not entitled to any commission until he has
successfully done the job given to him.

In an earlier case, this Court ruled that when there is a close, proximate and causal connection between the agent's
efforts and labor and the principal's sale of his property, the agent is entitled to a commission.

We agree with respondent Court that the City of Manila ultimately became the purchaser of petitioner's property
mainly through the efforts of private respondent. Without discounting the fact that when Municipal Ordinance No.
6603 was signed by the City Mayor on May 17, 1968, private respondent's authority had already expired, it is to be
noted that the ordinance was approved on April 26, 1968 when private respondent's authorization was still in force.
Moreover, the approval by the City Mayor came only three days after the expiration of private respondent's authority.
It is also worth emphasizing that from the records, the only party given a written authority by petitioner to negotiate
the sale from July 5, 1966 to May 14, 1968 was private respondent.
Contrary to what petitioner advances, the case of Danon vs. Brimo, 17 on which it heavily anchors its justification for
the denial of private respondent's claim, does not apply squarely to the instant petition. Claimant-agent in said case
fully comprehended the possibility that he may not realize the agent's commission as he was informed that another
agent was also negotiating the sale and thus, compensation will pertain to the one who finds a purchaser and
eventually effects the sale. Such is not the case herein. On the contrary, private respondent pursued with his goal of
seeing that the parties reach an agreement, on the belief that he alone was transacting the business with the City
Government as this was what petitioner made it to appear.

While it may be true that Filomeno Huelgas followed up the matter with Councilor Magsalin, the author of Municipal
Ordinance No. 6603 and Mayor Villegas, his intervention regarding the purchase came only after the ordinance had
already been passed when the buyer has already agreed to the purchase and to the price for which said property
is to be paid. Without the efforts of private respondent then, Mayor Villegas would have nothing to approve in the first
place. It was actually private respondent's labor that had set in motion the intervention of the third party that produced
the sale, hence he should be amply compensated.