G.R. No.

L-9608

August 7, 1915

DIEGO LIAN, plaintiff-appellee, vs. MARCOS P. PUNO, E AL., defendants-appellants. Mariano Escueta for appellants. S. Lopez for appellee. !O"NSON, J.# The facts upon which the decision in this case depends are as follows: (1) The the plaintiff, in the month of May, 190 , and for a lon! time prior thereto, was the owner of a certain parcel of land particularly descri"ed in para!raph # of the complaint. (#) That on the 1$th day of May, 190 , the plaintiff e%ecuted the followin! document, which conferred upon the defendant Marcos &. &uno the power, duties and o"li!ations therein contained: ', (ie!o )i*an, of a!e, married, a resident of (aet, &rovince of +m"os ,amarines, &hilippine 'slands, and at the present time temporarily residin! in this city of Tarlac, capital of the &rovince of Tarlac, &.'., set forth that ' here"y confer sufficient power, such as the law re-uires, upon Mr. Marcos &. &uno, li.ewise a resident of this city of Tarlac, capital of the &rovince of Tarlac, in order that in my name and representation he may administer the interest ' possess within this municipality of Tarlac, purchase, sell, collect and pay, as well as sue and "e sued "efore any authority, appear "efore the courts of /ustice and administrative officers in any proceedin! or "usiness concernin! the !ood administration and advancement of my said interests, and may, in necessary cases, appoint attorneys at law or attorneys in fact to represent him. The meanin!, purport, and power conferred "y this document constitute the very !ist of the present action. (0) That in 1une, 1911, the defendant &uno, for the sum of & 00, sold and delivered said parcel of land to the other defendants. The plaintiff alle!es that the said document (2%hi"it +) did not confer upon the defendant &uno the power to sell the land and prayed that the sale "e set aside3 that the land "e returned to him, to!ether with dama!es.

The defendants at first presented a demurrer to the complaint, which was overruled. To the order overrulin! the demurrer the defendants duly e%cepted. They later answered. 'n their answer they first denied !enerally and specially all of the important facts stated in the complaint. 'n their special answer or defense they admitted the sale of the land "y &uno to the other defendants and alle!ed that the same was a valid sale and prayed to "e relieved from the lia"ility under the complaint, with their costs. 4pon the issue thus presented the lower court decided: (1) That the document 2%hi"it + did not !ive &uno authority to sell the land3 (#) that the sale was ille!al and void3 (0) That defendants should return to the land to the plaintiff3 and (5) That the defendants should pay to the plaintiff the sum of &1,000 as dama!es, &500 of which the defendant &uno should alone "e responsi"le for, and to pay the costs. 6rom that decision the defendants appealed to this court and made the followin! assi!nments of error: '. The lower court erred in overrulin! the demurrer filed "y the appellants to the complaints. ''. The lower court erred in holdin! that the appellant Marcos &. &uno was not authori7ed to sell the land in -uestion and that the sale e%ecuted "y the said Marcos &. &uno to the other appellants, 2nri-ue, 8icente, +-uilina and 9emedios, surnamed Ma!lano., is null and void. '''. The lower court erred in orderin! the appellee, (ie!o )i*an, to return to the appellants, 2nri-ue, 8icente, +-uilina, and 9emedios Ma!lano. the sum of & 00, the sellin! price of the land -uestion. '''. +nd, finally, the lower court erred in sentencin! the appellants to pay to the appellee the sum of &1,000, the value of the products collected, and to pay the costs. '8. +nd, finally, the lower court erred in sentencin! the appellant to pay to the appellee the sum of &1,000, the value of the products collected, and to pay the costs. :ith reference to the first assi!nment of error, we are of the opinion that the facts stated in the opinion are sufficient to constitute a cause of action.

:ith reference to the second assi!nment of error, the plaintiff alle!es that the power of attorney, as contained in 2%hi"it +, did not authori7e the defendant &uno had full and complete power and authority to do what he did. The lower court held that 2%hi"it + only !ave &uno power and authority to administer the land3 that he was not authori7ed to sell it. ;mittin! the purely e%planatory parts of 2%hi"it +, it reads as follows: <', (ie!o )i*an, ... set forth that ' ... confer sufficient power, such as the law re-uires, upon Mr. Marcos &. &uno ... in order that in my name and representation he may administer ... purchase, sell, collect and pay ... in any proceedin! or "usiness concernin! the !ood administration and advancement of my said interests, and may, in necessary cases, appoint at law or attorneys in fact to represent him.< ,ontracts of a!ency as well as !eneral powers of attorney must "e interpreted in accordance with the lan!ua!e used "y the parties. the real intention of the parties is primarily to "e determined from the lan!ua!e used. The intention is to "e !athered from the whole instrument. 'n case of dou"t resort must "e had to the situation, surroundin!s and relations of the parties. :henever it is possi"le, effect is to "e !iven to every word and clause used "y the parties. 't is to "e presumed that the parties said what they intended to say and that they used each word or clause with some purpose and that purpose is, if possi"le, to "e ascertained and enforced. The intention of the parties must "e sustained rather than defeated. 'f the contract "e open to two constructions, one of which would uphold while the other would overthrow it, the former is to "e chosen. =o, if "y one construction the contract would "e ille!al, and "y another e-ually permissi"le construction it would "e lawful, the latter must "e adopted. The acts of the parties in carryin! out the contract will "e presumed to "e done in !ood faith. The acts of the parties will "e presumed to have "een done in conformity with and not contrary to the intent of the contract. The meanin! of !enerals words must "e construed with reference to the specific o"/ect to "e accomplished and limited "y the recitals made in reference to such o"/ect. :ith these !eneral o"servations in mind, ,let us e%amine the terms of the power conferred upon the defendant &uno (2%hi"it +) and ascertain, if possi"le, what was the real intent of the plaintiff. The lower court held that the <only power conferred was the power to administer.< 9eadin! the contract we find it says that the plaintiff <' confer ... power ... that ... he may administer ... purchase, sell, collect and pay ... in any proceedin! or "usiness concernin! the !ood administration and advancement of my said interests.< The words <administer, purchase, sell,< etc., seem to "e used coordinately. 2ach has e-ual force with the other. There seems to "e no !ood reason for sayin! that &uno had authority to administer and not to sell when <to

sell< was as advanta!eous to the plaintiff in the administration of his affairs as <to administer.< To hold that the power was <to administer< only when the power <to sell< was e-ually conferred would "e to !ive to special words of the contract a special and limited meanin! to the e%clusion of other !eneral words of e-ual import. The record contains no alle!ation on proof that &uno acted in "ad faith or fraudulently in sellin! the land. 't will "e presumed that he acted in !ood faith and in accordance with his power as he understood it. That his interpretation of his power, as !athered from the contract (2%hi"it +), is tena"le cannot, we "elieve, "e successfully denied. 'n view of that fact and view of the fact that, so far as the record shows, the other defendants acted in !ood faith, we are of the opinion that the contract, li"erally construed, as we thin. it should "e, /ustifies the interpretation !iven it "y &uno. 'n reachin! this conclusion, we have ta.en into account the fact that the plaintiff delayed his action to annul said sale from the month of 1une, 1911, until the 1>th of 6e"ruary, 1910. ?either have we overloo.ed the fact in the "rief of the appellants that the plaintiff has not returned, nor offered to return, nor indicated a willin!ness to return, the purchase price. (+rt. 100 of the ,ivil ,ode3 Mani.is vs. @las, ?o. A> >.1). 'n view of all the fore!oin!, we are of the opinion that the lower court committed the error complained of in the second assi!nment, and, without discussin! the other assi!nments of error, we are of the opinion, and so hold, that the /ud!ment of the lower court should "e and is here"y revo.ed and that the appellants should "e relieved from all lia"ility under the complaint. :ithout any findin! as to costs, it is so ordered. Arellano, C.J., Torres, Carson, and Araullo, JJ., concur.