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Yangco. AGENCY DIGESTS 1.

RALLOS V YANGCO FACTS: * Yangco sent Rallos a letter inviting the latter to be the consignor in buying and selling leaf tobacco and other native products. Terms and conditions were also contained in the letter. * Accepting the invitation, Rallos proceeded to do a considerable business with Yangco trhough the said Collantes, as his factor, sending to him as agent for Yangco a good deal of produce to be sold on commission. * Rallos sent to the said Collantes, as agent for Yangco, 218 bundles of tobacco in the leaf to be sold on commission, as had been other produce previously. * The said Collantes received said tobacco and sold it for the sum of P1,744. The charges for such sale were P206.96, leaving in the hands of said Collantes the sum of 1,537.08 belonging to Rallos. This sum was, apparently, converted to his own use by said agent. * It appears, however, that prior to the sending of said tobacco Yangco had severed his relations with Collantes and that the latter was no longer acting as his factor. This fact was not known to Rallos; and it is conceded in the case that no notice of any kind was given by Yangco of the termination of the relations between Yangco and his agent, Collantes. * Yangco thus refused to pay the said sum upon demand of Rallos, placing such refusal upon the ground that at the time the said tobacco was received and sold by Collantes, he was acting personally and not as agent of ISSUE: W/N Collantes is an agent of Yangco. If so, Yangco as principal must refund to Rallos the said sum brought by the sale of the produce RULING: Yes Yangco, as principal is liable. Having advertised the fact that Collantes was his agent and having given special notice to Rallos of that fact, and having given them a special invitation to deal with such agent, it was the duty of Yangco on the termination of the relationship of the principal and agent to give due and timely notice thereof to Rallos. Failing to do so, he is responsible to them for whatever goods may been in good faith and without negligence sent to the agent without knowledge, actual or constructive, of the termination of such relationship 2. B. H. MACKE ET AL V JOSE CAMPS FACTS: * B. H. Macke and W.H. Chandler, partners doing business under thee firm name of Macke, Chandler And Company, allege that during the months of February and March 1905, they sold to Jose Camps and delivered at his place of business, known as the :Washington Caf, various bills of goods amounting to P351.50; that Camps has only paid on account of said goods the sum of P174; that there is still due them on account of said goods the sum of P177.50 * Plaintiffs made demand for the payment from defendant and that the latter failed and refused to pay the said balance or any part of it

* Macke, one of the plaintiffs, testified that on the order of one Ricardo Flores, who represented himself to be the agent of Jose Camps, he shipped the said goods to the defendant at the Washington Caf; that Flores (agent) later acknowledged the receipt of the said goods and made various payments thereon amounting in all to P174; that believes that Flores is still the agent of Camps; and that when he went to the Washington Caf for the purpose of collecting his bill he found Flores, in the absence of Camps, apparently in charge of the business and claiming to be the business manager of Camps, said business being that of a hotel with a bar and restaurant annexed. * A written contract was introduced as evidence, from which it appears that one Galmes, the former of Washington Caf subrented the building wherein the business was conducted, to Camps for 1 year for the purpose of carrying on that business, Camps obligating himself not to sublet or subrent the building or the business without the consent of the said Galmes. *This contract was signed by Camps and the name of Ricardo Flores as a witness and attached thereon is an inventory of the furniture and fittings which also is signed by Camps with the word sublessee below the name, and at the foot of this inventory the word received followed by the name Ricardo Flores with the words managing agent immediately following his name. ISSUE: W/N Ricardol Flores was the agent of Camps Ruling: Yes Evidence is sufficient to sustain a finding that Flores is the agent of Camps

in the management of the bar of the Washington Caf with authority to bind Camps, his principal, for the payment of the goods The contract sufficiently establishes the fact that Camps was the owner of the business and of the bar, and the title of managing agent attached to the signature of Flores which appears on that contract, together with the fact that at the time the purchases were made, Flores was apparently in charge of the business performing the duties usually intrusted to a managing agent leave little room for doubt that he was there as the authorized agent of Camps. Agency by Estoppel --- One who clothes another with apparent authority as his agent, and holds him out to the public as such, can not be permitted to deny the authority of such person to act as his agent, to the prejudice of innocent third persons dealing with such person in good faith and in the honest belief that he is what he appears to be. Estopple---- Whenever a party has, by his own declaration, act or omission, intentionally and deliberately led another to believe a particular thing true, and to act upon such belief, he can not, in any litigation arising out of such declaration, act, or omission be permitted to falsify; and unless the contrary appears, the authority of the agent must be presumed to include all the necessary and usual means of carrying his agency into effect. 3. RIO Y OLABARRIETA MOLINA V YU TEC & CO. AND

FACTS: *Plaintiff, Rio is a copartnernership organized and existing under the laws of the Phil Islands. The

defendant, Yu Tec and Co is a domestic corporation and the defendant, Calvin is of age and a resident of Manila * Rio alleges that Yu Tec & Co, which was then a limited partnership, authorized its agent, J.V. Molina to find a purchaser or a lessee of a tract of land belonging to it located on Calle Velasquez, Tondo, Manila. * Within the time given the agent found a purchaser in the name of plaintiff (Rio) which offered to purchase the land for the sum of P 40,000 and that Mollina, its agent, made known its offer to the respondent company which refused to accept it * Yu Tec offered to sell the land for P42,000 instead, of which P7,000 was to be paid on the signing of the contract, and the balance Riwithin two years, with interest of 8% and the remaining P25,000 at the end of the second year, all to be secured by a first mortgage * Rio accepted the offer but Yu Tec company made several excuses and refused to carry out the agreement * That defendant, Calvin, with full knowledge of the facts and within the specified period, fraudulently conspiring with Yu Tec, entered into a contract by which he purchased the property from the company. * By reason thereof, Rio suffered damages in the sum of P12,000 and prays that the sale to Calvin be declared null and void, and ordering company to comply with the contract and to execute a deed to Rio and to pay damages of P12,000 ISSUE: W/N the contract of purchase and sale of real property is void unless the authority of the agent be in writing and subscribed by the party sought to be charged

RULING: Yes Molina, the agent, could not enforce the specific performance of Exhibit B. There is no evidence in the record of any written contract between Rio and Yu Tec for the sale and purchase of the real property Exhibit B (letter giving authority to J. Molina as agent of Yu Tec and if the latter shall not take advantage of selling it within the time given, the authority given shall be cancelled) is nothing more than an authority to sell While Exhibit B might be construed as fixing the price of the sale of the parcel of land, it does not specify the terms and conditions upon which the sale was to be made Since Exhibit B already expired, that fact would destroy the legal force and effect of Exhibit C (specified and defined the terms and conditions of any sale made by Molina In the absence of a renewal or extension in writing signed by the party to be charged or its agent, Molina had no authority to sell the property upon any terms and conditions after the stipulated period. 4. GUTIERREZ ORENSE HERMANOS V

FACTS: * Orense had been the owner of a parcel of land, with the building and improvements thereon situated in the pueblo of Albay, and had been registered under his name * Jose Duran, a nephew of Orense, with the latters knowledge and consent, executed before a notary a public instrument whereby he sold and conveyed to Gutierrez Hermanos, for P 1,500 the aforementioned property with

Duran having the right to repurchase for the same price within 4 years * Plaintiff had not entered into possession of the land since it is being occupied by Orense and Duran, by virtue of a contract of lease executed by plaintiff to Duran * Said instrument of sale of property, executed by Duran was publicly and freely confirmed and ratified by Orense in a verbal declaration made by him to the effect that the instrument was executed by his nephew with his knowledge and consent * In order to perfect the title to said property, plaintiff had to demand Orense that he execute in legal form a deed of conveyance of the parcel of land but the latter refused to do so, without any justifiable cause or reason, and he should be compelled to execute said deed because his nephew is notoriously insolvent and cannot reimburse plaintiff company for the price of sale which he received * Duran failed to exercise his right of repurchase and Orense also refused to deliver the property and to pay rental thereof ISSUE: 1. W/N the sale executed by Duran, nephew of Orense, in favor of that Orense publicly ratified and confirmed the said sale 2. W/N a contract of agency, express or implied was present in this case RULING: YES TO BOTH Evidence shows that Orense did give his consent in order that his nephew, Duran might sell the property to plaintiff company and that he did confirm and ratify the sale by means of public instrument executed before a notary

It follows that Orense conferred verbal, or at least implied, power of agency upon his nephew Duran, who accepted it in the same way by selling the said property The principal must fulfill all the obligations contracted by the agent, who acted within the scope of his authority Even if said consent was granted subsequently to the sale, it is questionable that Orense, the owner of the property, approved the action of his nephew, who in this case acted as the manager of his uncles business and Orenses ratification produced the effects of an express authorization to make the said sale A contract executed in the name of another by one who has neither his authorization nor legal representation shall be void, unless it should be ratified by the person in whose name it was executed before being revoked by the other contracting party The sale of the said property made by Duran to Gutierrez Hermanos was indeed null and void from the beginning, but afterwards became perfectly valid and cured of the defect of nullity it bore at its execution by the confirmation solemnly made by the said owner upon his stating under oath to the judge that he himself consented to his nephews making the said sale 5. JIMENEZ V RABOT FACTS: * Gregorio Jimenez filed this action to recover from Rabot, a parcel of land situated in Alaminos, Pangasinan * The property in question, together with two other parcels in the same locality originally belonged to Jimenez, having been assigned to him as

one of the heirs in the division of the estate of his father * It further appears that while Gregorio Jimenez was staying at Vigan, Ilocos Sur, his property in Alaminos was confided by him to the care of his elder sister Nicolasa Jimenez. * He wrote his sister a letter from Vigan in which he informed her that he was pressed for money and requested her to sell one of his parcels of land and send him the money in order that he might pay his debts. The letter contains no description of the land to be sold other than is indicated in the words one of my parcels of land. * Acting upon this letter, Nicolasa approached Rabot and the latter agreed to buy the property for the sum of P500. P250 was paid at once, with the understanding that a deed of conveyance would be executed when the balance should be paid. * Nicolasa admits having received this payment but there is no evidence that she sent it to her brother * After one year, Gregorio Jimenez went back to Alaminos and demanded that his sister surrender the piece of land to him, it being then in her possession. * She refused upon some pretext or other to do so and as a result, plaintiff instituted an action to recover the land from her control * Meanwhile, Nicolasa executed and delivered to Rabot a deed purporting to convey to him the parcel of land ISSUE: W/N the authority conferred on Nicolasa by the letter was sufficient to enable her to bind her brother of the sale made in favor of Rabot RULING: Yes As a matter of formality, a power

of attorney to convey real property ought to appear in a public document, just as any other instrument intended to transmit or convey an interest in such property ought to appear in a public document Art. 1713 of the Civil Code requires that the authority to alienate land shall be contained in an express mandate Subsection 5 of section 335 of Code of Civil Procedure say that the authority of the agent must be in writing and subscribed by the party to be charged SC: the authority expressed in the letter is a sufficient compliancw tih both requirements The purpose in giving a power of attorney is to substitute the mind and hand of the agent for the mind and hand of the principal; and if the character and extent of the power is so defined as to leave no doubt as to the limits within which the agent is authorized to act, and he acts within those limits, the principal cannot question the validity of his act The general rule here applicable is that the description must be sufficiently definite to identify the land either from the recitals of the contract or deed or from external facts referred to in the document, thereby enabling one to determine the identity of the land and if the description is uncertain on its face or is shown to be applicable with equal plausibility to more than one tract, it is insufficient. 6. COSMIC CORPORATION V CA LUMBER

FACTS * Cosmic Corporation, through its General Manager executed a Special

Power of Attorney appointing Paz G. Villamil-Estrada as attorney-in-fact to initiate, institute and file any court action for the ejectment of third persons and/or squatters of the entire lot 9127 and 443 for the said squatters to remove their houses and vacate the premises in order that the corporation may take material possession of the entire lot * Paz G. Villamil Estrada, by virtue of her power of attorney, instituted an action for the ejectment of private respondent Isidro Perez and recover the possession of a portion of lot 443 before the RTC * Estrada entered into a Compromise Agreement with Perez, the terms and conditions such as: In order for Perez to buy the said lot he is presently occupying, he has to pay to plaintiff through Estada the sum of P26,640 computed at P80/square meter and that Cosmic Lumber recognizes ownership and possession of Perez by virtue of this compromise agreement over said portion of 333 sqm of lot 443 and whatever expenses of subdivision, registration and other incidental expenses shall be shouldered by Perez * although the agreement was approved by the trial court and the decision became final and executory it was not executed within the 5 year period from date of its finality allegedly due to the failure of Cosmic Lumber to produce the owners duplicate copy of title needed to segregate from lot 443 the portion sold by the attorney-in-fact, Paz Estrada to Perez under the compromise agreement ISSUE: W/N there is a contract of agency between Cosmic Lumber, principal and Paz Estrada, agent thus

binding the principal over the compromise agreement made by the agent to a third person, Perez in selling the portion of the said property RULING: No The authority granted VillamilEstrada under the special power of attorney was explicit and exclusionary: for her to institute any action in court to eject all persons found on lots number 9127 and 443 so that Cosmic Lumber could take material possession thereof and for this purpose, to appear at the pretrial and enter into any stipulation of facts and/or compromise agreement but only insofar as this was protective of the rights and interests of Cosmic Lumber in the property Nowhere in this authorization was Villamil-Estrada granted expressly or impliedly any power to sell the subject property nor a portion thereof Neither can a conferment of the power to sell be validly inferred from the specific authority to enter into a compromise agreement because of the explicit limitation fixed by the grantor that the compromise entered into shall only be so far as it shall protect the rights and interest of the corporation in the aforementioned lots. In the context of special investiture of powers to VillamilEstrada, alienation by sale of an immovable certainly cannot be deemed protective of the right of Cosmic Lumber to physically possess the same, more so when the land was being sold for a price of P80/sqm , very much less than its assessed value of P250/sqm and considering further that plaintiff never received the proceeds of the sale When the sale of a piece of land or any interest thereon is through an agent, the authority of the latter shall be

in writing; otherwise, the sale should be void. Thus, the authority of an agent to execute a contract for the sale of real estate must be conferred in writing and must give him specific authority, either to conduct the general business of the principal or to execute a binding contract containing terms and conditions which are in the contract he did execute For the principal to confer the right upon an agent to sell real estate, a power of attorney must so express the powers of the agent in clear and unmistakable language It is therefore clear that by selling to Perez a portion of Cosmic Lumbers land through a compromise agreement, Villamil-Estrada acted without or in obvious authority. The sale ipso jure is consequently void and so is the compromise agreement. This being the case, the judgment based thereon is necessarily void When an agent is engaged in the perpetration of a fraud upon his principal for his own exclusive benefit, he is not really acting for the principal but is really acting for himself, entirely outside the scope of his agency 7. RAET V CA FACTS: * Petitioners Cesar and Elviira Raet (the spouses Raet) and petitioners Rex and Edna Mitra (Spouses Mitra) negotiated with Amparo Gatus concerning the possibility of bu*ying the rights of the latter to certain units at the Las Villas de Sto. Nino Subdivision in Meycauyan, Bulacan. * This subdivision ws developed by private respondent Phil Ville Development and Housing Corporation (PVDHC) primarily for parties qualified

to obtain loans from the Government Service Insurance System (GSIS). * Spouses Raet and Spouses Mira paid Gatus the total amounts of P40,000 and P35,000 respectively for which they were issued receipts by Gatus in her own name * Both spouses applied directly with PVDHC for the purchase of units in the said subdivision. As they were not GSIS members, they looked for members who could act as accommodation parties by allowing them to use their policies. PVDHC would process the applications for the purchase of the units upon the approval by the GSIS of petitioners loan application * Spouses Raet presented GSIS policy of Ernesto Casidsid, while the spouses Mitra that of Dena Lim. The former paid P32,653 while the latter paid P27,000 to PVDHC on the understanding that these accounts would be credited to the purchase prices of the units which will be determined after the approval of their loan applications with the GSIS. *Spouses Raet were allowed to occupy the unit built on Lot 4, Block 67, Phase 4A of the subdivision while Spouses Mitra were given the unit on Lot 7, Block 61, Phase 4A thereof * GSIS, however, disapproved the loan applications of both spouses. They were advised by PVDHC to seek other sources of financing but were still allowed to remain in the said premises * Failure of both spouses to raise money, PVDHC demanded them to vacate the units they were occupying and ejectment cases were filed against them ISSUE: W/N there were perfected contracts of sale between petitioners and private respondent PVDHC involving

the units in question RULING: No SC: Parties in this case had not reached any agreement with regard to the sale of the units in question Records do not show the total costs of the units in question and the payment schemes therefore. The figures referred to by both spouses were mere estimates given to them by Gatus. The parties transactions thus, lacked the requisites ressential for the perfection of contracts Both spouses dealt with Gatus who was not the agent of PVDHC. The criminal case for estafa against her was dismissed because it was found out that she never represeneted herself to be an agent of PVDHC Both spouses knew from the beginning that Gatus was negotiating with them in her own behalf and not as an agent of PVDHC There is thus no basis for the finding of HLURB Arbiter that Gatus was the agent of PVDHC with respect to the transactions in question Since PVDHC had no knowledge of the figures Gatus gave to both spouses as estimates of the costs of the units, it could not have ratified the same at the time the latter applied for the purchase of the units. PVDHC was to enter into agreements concerning subject units with both spouses only upon approval of their loan applications with GSIS which failed to materialize There are no written contracts to evidence the alleged sales. If both spouses and PVDHC had indeed entered into contracts involving said units, it is rather strange that contracts of such importance have not been reduced in writing 8. CITY-LITE CORPORATION V CA REALTY

FACTS * Private Respondent F.P. Holdings and Realty Corporation (F.P. Holdings), formerly the Sparta Holdings Inc, was the registered owner of a parcel of land situated along E. Rodriguez Avenue, Quezon City also known as the Violago Property or the San Lorenzo Ruiz Commercial Center, with an area of 71,754 sqm * The property was offered for sale to the general public through the circulation of a sales brochure containing the description of the property and the asking price of P6,250/sqm with terms of payment negotiable. In addition, brokers commission was 2% of selling price, net of withholding taxes and other charges. Contact person was Meldin Al G. Roy, Metro Drug Inc. * The front portion consisting of 9,192 sqm is the subject of this litigation * Al G. Roy sent a sales brochure, together with the location plan and copy of the TCT to Atty. Gelacio Mamaril, a practicing lawyer and a licensed real estate broker. Mamaril passed in turn passed on these documents to Antonio Teng, Executive Vice President, and Atty Victor Villanueva, Legal Counsel of City-Lite * City-Lite conveyed its interest to purchase a portion or one-half (1/2) of the front lot of the Violago Property Apparently, Roy subsequently informed City-Lites representative that it would take time to subdivide the lot and F.P. HOLDINGS was not receptive to the purchase of only half of the front lot * Atty. Mamaril wrote Metro

Drug (Al G. Roy) expressing City-Lites desire to buy the entire front lot of the subject property instead of only half thereof provided the asking price of P6,250/sqm was reduced and that payment be in installment for a certain period * The parties reached an agreement and Roy agreed to sell the property to City-Lite provided only the latter submit its acceptance in writing to the terms and conditions of the sale * For some reason or another and despite demand, F.P. HOLDINGS refused to execute the corresponding deed of sale in favor of City-Lite of the front lot of the property * Trial court ruled in favor of City-Lite ordering F.P. HOLDINGS to execute a deed of sale of the property in favor of the former for the total consideration of P55,056,250 payable as follows: P15 M as downpayment to be payable immediately upon execution of the deed of sale and the balance within 6 months from downpayment without interest * CA reversed TCs decision ISSUE: W/N there was a perfected contract of sale between City-Lite and respondent F.P. HOLDINGS because of a lack of definite agreement on the manner of paying the purchase price and that Metro Drug and Meldin Al G. Roy were not authorized to sell the property to City-Lite, and that the authority of Roy was only limited to that of mere liaison or contact person RULING: No, Roy mere contact person Art. 1874 of NCC: When the sale of a piece of land or any interest therein is through an agent, the authority of the latter shall be in writing, otherwise, the sale shal be void.

The absence of authority to sell can be determined from the written memorandum issued by respondent F.P. HOLDINGS President requesting Metro Drugs assistance in finding buyers for the property Memorandum indicates that Meldin G. Roy and/or Metro Drug was only to assist F.P. Holdings in looking for buyers and referring to them possible prospects whom they were supposed to endorse to F.P. Holdings. But the final evaluation, appraisal and acceptance of the transaction could be made only by F.P. Holdings. In other words, Roy and/or Metro Drug was only a contact person with no authority to conclude a sale of the property Roy and/or Metro Drug was a mere broker and Roy/s only job was to bring parties the parties together for a possible transaction SC: for lack of a written authority to sell the Violago Property on the part of Roy and/or Metro Drug, the sale should be as it is declared null and void 9. SIMMIE V H. BRODEK FACTS: * Simmie filed an action against Brodek to recover the sum of 1,350 pesos for services performed by the former for Brodek in the purchase of a interest in the launch called Fred L. Dorr. * Evidence shows that Brodek was the owner of interest in the said launch prior to the time of the alleged contract and that one A.J. Washburn was the owner of the other half. * Simmie claims that he entered into a contract with Brodek by the terms

of which he was to purchase the half interest owned by said Washburn for a sum not to exceed 3,500 pesos. *He further claims that he was to receive for such services a sum equal to the difference between 3,500 pesos and whatever sum less than that amount for which he could purchase the said launch *He further claims that by virtue of this agreement he entered into a contract with the said Washburn to pay to the latter the sum of 2,150 pesos and that there was due from Brodek to him the difference between 3,500 pesos and 2,150 pesos, or the sum of 1,350 pesos *Inferior court ruled in favor the plaintiff, Simmie ISSUE: W/N there was a contract of agency between Brodek and Simmie, the latter to purchase the said launch for the principal, Brodek RULING: YES Where Brodek enters into a contract through his authorized agent Dorr, with Simmie to purchase property, agreeing to pay a fixed price for such property, allowing Simmie, a sum equal to the difference between this fixed price and whatever sum less than that for which Simmie is able to purchase the property, and Simmie has completed the contract of sale and there is nothing left to be done except the payment of the said property, and then Brodek closes said contract without the intervention of Simmie, the former is liable to the latter for an amount equal to the difference between the actual purchase price of said property and the which Brodek agreed to pay for the same 10. AGUNA V. LARENA

FACTS: * This action is brought to recover the sum of P29,600 on two causes against the administrator of the estate of the deceased Mariano Larena * Upon his first cause of action, plaintiff claims the sum of P9,600, the alleged value of services rendered by him to said deceased as his agent in charge of the deceaseds houses situated in Manila * Under the second cause of action, plaintiff alleges that one of the buildings belonging to the deceased and described in his complaint was built by him with the consent of the deceased, and for that reason he is entitled to recover the sum disbursed by him in its construction, amounting to P20,000 * Evidence shows that plaintiff rendered services to the deceased, consisting in the collection of the rents due from the tenants occupying the deceaseds houses in Manila and attending to the repair of said houses when necessary. He also took such steps as were necessary to enforce the payment of rents and all that was required to protect the interests of the deceased in connection with said houses * Evidence also shows that at the time he rendered his services, he did not receive any compensation, however it is a fact that during said period, plaintiff occupied a house belonging to the deceased without paying any rent at all * Upon the first cause of action, the trial court held that the compensation for services of plaintiff was the gratuitous use and occupation of some of the houses of the deceased by the plaintiff and his family * As to the second cause, the court held that the plaintiff did not have any source of income that could produce him such a large sum of money as that

invested in the construction of the house; and the fact that the deceased had more than the necessary amount to build the house ISSUE: W/N there was a contract of agency between plaintiff and respondent entitling the former compensation for services rendered in favor of the latter RULING: NO Plaintiff insists that, as his services as agent of the deceased M Larena having been rendered, an obligaton to compensate them must necessarily arise. The trial court held that the compensation for the services of the plaintiff was the gratuitous use and occupation of some of the houses of said deceased by plaintiff and his family If it were true that the plaintiff and the deceased had an understanding to the effect that plaintiff was to receive compensation aside from the use and occupation of the houses of the deceased, it cannot be explained how the plaintiff could have rendered services as he did for 8 years without receiving and claiming any compensation from the deceased.