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epublic of the Philippines

SUPREME COURT
Manila
THIRD DIVISION
G.R. No. 195481

July 10, 2013

ORIENTAL PETROLEUM AND MINERALS CORPORATION, PETITIONER,


vs.
TUSCAN REALTY, INC., RESPONDENT.
DECISION
ABAD, J.:
This case is about a brokers claim for commission for having referred a possible buyer who later
served as an intermediary to the eventual sale of the property to a third party.
The Facts and the Case
On June 9, 1999 respondent Tuscan Realty, Inc. (Tuscan Realty) filed a complaint for sum of money
with application for preliminary attachment against petitioner Oriental Petroleum and Minerals
Corporation (Oriental Petroleum) before the Makati Regional Trial Court (RTC).
Oriental Petroleum owned two condominium units at Corinthian Plaza in Makati City. On August 13,
1996 it gave Tuscan Realty a "non-exclusive authority to offer" these units for sale. On August 14,
1996 Tuscan Realty submitted an initial list of its prospective client-buyers that included Gateway
Holdings Corporation (Gateway). Tuscan Realty updated this list on September 18, 1996.
Subsequently, Oriental Petroleum advised Tuscan Realty that it would undertake direct negotiation
with a certain Gene de los Reyes of Gateway for the sale of the units. This resulted in a contract to
sell between Oriental Petroleum and Gateway on August 1, 1997.
Meantime, Gateway apparently turned around nearly two months later on September 29, 1997 and
assigned its rights as buyer of the units to Alonzo Ancheta in whose favor Oriental Petroleum
executed a deed of absolute sale on December 10, 1997 for the price of P69,595,400.00. Prompted
by this development, Tuscan Realty demanded payment of its brokers commission
of P2,087,862.00 by Oriental Petroleum. The latter refused to pay, however, claiming that Tuscan
Realty did nothing to close its deal with Gateway and Ancheta.
On July 28, 1999 the RTC granted Tuscan Realtys application for preliminary attachment but
rendered a decision six years later or on November 2, 2005, dismissing the complaint on the ground
of Tuscan Realtys failure to substantiate its allegation that it was responsible for closing the sale of
the subject condominium units. Tuscan Realty appealed the RTC decision to the Court of Appeals
(CA).
On August 11, 2010 the CA granted the appeal and set aside the RTC decision. The CA ordered
Oriental Petroleum to pay Tuscan Realty its brokers commission of P2,087,862.00, which is 3% of
the final purchase price, plus 6% interest from the finality of its decision until actual payment. Hence,
the present petition.

The Issue Presented


The issue in this case is whether or not Tuscan Realty is entitled to a brokers commission for the
sale of Oriental Petroleums condominium units to Ancheta.
The Ruling of the Court
The CA invoked the principle of "procuring cause" in ordering the payment of brokers commission to
Tuscan Realty. The term "procuring cause" refers to a cause which starts a series of events and
results, without break in their continuity, in the accomplishment of a brokers prime objective of
producing a purchaser who is ready, willing, and able to buy on the owners terms.1 This is similar to
the concept of proximate cause in Torts, without which the injury would not have occurred. To be
regarded as the procuring cause of a sale, a brokers efforts must have been the foundation of the
negotiations which subsequently resulted in a sale.2
Here, it was Tuscan Realty that introduced Gateway to Oriental Petroleum as an interested buyer of
its condominium units. Oriental Petroleums own Executive Vice-President attested to this, saying
that they learned of Gateways interest in the properties from Mr. Capotosto of Tuscan Realty. Thus:
Q:
So you are saying that it was Mr. Capotosto of plaintiff who introduced or who manifested that
Gateway Holdings is interested in buying the properties?
A:
Yes, Maam. I never denied that.3
The evidence shows that on August 14, 1996 Tuscan Realty submitted an initial list4 of prospective
buyers with contact details. It twice updated this list5 with Gateway always on top of the lists. Clearly
then, it was on account of Tuscan Realtys effort that Oriental Petroleum got connected to Gateway,
the prospective buyer, resulting in the latter two entering into a contract to sell involving the two
condominium units. Although Gateway turned around and sold the condominium units to Ancheta,
the fact is that such ultimate sale could not have happened without Gateways indispensable
intervention as intermediate buyer. Applying the principle of procuring cause, therefore, Tuscan
Realty should be given its brokers commission.
Oriental Petroleum of course claims that Gateway was not a ready, willing, and able purchaser and
that it in fact assigned its right to Ancheta who became the ultimate buyer and that, moreover, it was
not Tuscan Realty that introduced Ancheta to Oriental Petroleum. But there is no question that the
contract to sell that Oriental Petroleum concluded with Gateway was a valid and binding contract to
sell, which precluded Oriental Petroleum from peddling the properties to others. Indeed, Oriental
Petroleum executed a deed of absolute sale in Anchetas favor by virtue of Gateways assignment to
him of its rights under the contract to sell. Consequently, it cannot be said that Oriental Petroleum
found a direct buyer in Ancheta without the intermediate contract to sell in favor of Gateway, Tuscan
Realtys proposed buyer.
Oriental Petroleum further points out that Tuscan Realty took no part in its negotiation with
Gateway. That may be the case but the reason why Tuscan Realty refrained from doing so was
because of Oriental Petroleums advice that it would henceforth directly negotiate the sale with
Gateway. Besides, assuming that the advice amounted to a revocation of Tuscan Realtys authority
1w phi 1

to sell, the Court has always recognized the brokers right to his commission, although the owner
revoked his authority and directly negotiated with the buyer whom he met through the brokers
efforts.6 It would be unfair not to give the broker the reward he had earned for helping the owner find
a buyer who would pay the price.
Lastly, Oriental Petroleum is convinced that this is just a simple case of non-fulfillment of a
suspensive condition. It claims that the commission is only to be awarded if the properties were sold
at a minimum of P120,000.00 per square meter and that the delivery must be made within the first
week of January 1997. But these are just lame excuses to avoid liability. As the CA correctly noted,
Oriental Petroleum did not raise the issue regarding the delivery deadline in its Answer. As for the
fact that the properties were eventually sold for less than the original asking price, that action was
within Oriental Petroleums discretion. It decided the matter unilaterally without consulting its broker.
Consequently, it should be deemed to have waived its own minimum price requirement.
WHEREFORE, the Court DENIES the petition and AFFIRMS the Decision of the Court of Appeals in
CA-G.R. CV 86417 dated August 11, 2010.
SO ORDERED.
Velasco, Jr., (Chairperson), Peralta, Mendoza, and Leonen, JJ., concur.

SECOND DIVISION
[G.R. No. 174978. July 31, 2013.]
SALLY YOSHIZAKI, petitioner, vs. JOY TRAINING CENTER OF
AURORA, INC., respondent.

DECISION

BRION, J :
p

We resolve the petition for review on certiorari 1 filed by petitioner Sally Yoshizaki
to challenge the February 14, 2006 Decision

and the October 3, 2006

Resolution 3 of the Court of Appeals (CA) in CA-G.R. CV No. 83773.


The Factual Antecedents
Respondent Joy Training Center of Aurora, Inc. (Joy Training) is a non-stock, nonprofit religious educational institution. It was the registered owner of a parcel of

land and the building thereon (real properties) located in San Luis Extension, Purok
No. 1, Barangay Buhangin, Baler, Aurora. The parcel of land was designated as
Lot No. 125-L and was covered by Transfer Certificate of Title (TCT) No. T-25334. 4
On November 10, 1998, the spouses Richard and Linda Johnson sold the real
properties, a Wrangler jeep, and other personal properties in favor of the spouses
Sally and Yoshio Yoshizaki. On the same date, a Deed of Absolute Sale

and a

Deed of Sale of Motor Vehicle 6 were executed in favor of the spouses Yoshizaki.
The spouses Johnson were members of Joy Training's board of trustees at the
time of sale. On December 7, 1998, TCT No. T-25334 was cancelled and TCT No.
T-26052 7 was issued in the name of the spouses Yoshizaki.
On December 8, 1998, Joy Training, represented by its Acting Chairperson
Reuben V. Rubio, filed an action for the Cancellation of Sales and Damages with
prayer for the issuance of a Temporary Restraining Order and/or Writ of
Preliminary Injunction against the spouses Yoshizaki and the spouses Johnson
before the Regional Trial Court of Baler, Aurora (RTC). 8 On January 4, 1999, Joy
Training filed a Motion to Amend Complaint with the attached Amended Complaint.
The amended complaint impleaded Cecilia A. Abordo, officer-in-charge of the
Register of Deeds of Baler, Aurora, as additional defendant. The RTC granted the
motion on the same date. 9

cEaDTA

In the complaint, Joy Training alleged that the spouses Johnson sold its properties
without the requisite authority from the board of directors. 10 It assailed the validity
of a board resolution dated September 1, 1998 11 which purportedly granted the
spouses Johnson the authority to sell its real properties. It averred that only a
minority of the board, composed of the spouses Johnson and Alexander
Abadayan, authorized the sale through the resolution. It highlighted that the
Articles of Incorporation provides that the board of trustees consists of seven
members, namely: the spouses Johnson, Reuben, Carmencita Isip, Dominador
Isip, Miraflor Bolante, and Abelardo Aquino. 12
Cecilia and the spouses Johnson were declared in default for their failure to file an
Answer within the reglementary period.

13

On the other hand, the spouses

Yoshizaki filed their Answer with Compulsory Counterclaims on June 23, 1999.
They claimed that Joy Training authorized the spouses Johnson to sell the parcel
of land. They asserted that a majority of the board of trustees approved the
resolution. They maintained that the actual members of the board of trustees
consist of five members, namely: the spouses Johnson, Reuben, Alexander, and
Abelardo. Moreover, Connie Dayot, the corporate secretary, issued acertification
dated February 20, 1998

14

authorizing the spouses Johnson to act on Joy

Training's behalf. Furthermore, they highlighted that the Wrangler jeep and other
personal properties were registered in the name of the spouses Johnson. 15 Lastly,
they assailed the RTC's jurisdiction over the case. They posited that the case is an
intra-corporate

dispute

Commission (SEC). 16

cognizable

by

the

Securities

and

Exchange

cADEIa

After the presentation of their testimonial evidence, the spouses Yoshizaki formally
offered in evidence photocopies of the resolution and certification, among
others.

17

Joy Training objected to the formal offer of the photocopied resolution

and certification on the ground that they were not the best evidence of their
contents. 18 In an Order

19

dated May 18, 2004, the RTC denied the admission of

the offered copies.


The RTC Ruling
The RTC ruled in favor of the spouses Yoshizaki. It found that Joy Training owned
the real properties. However, it held that the sale was valid because Joy Training
authorized the spouses Johnson to sell the real properties. It recognized that there
were only five actual members of the board of trustees; consequently, a majority
of the board of trustees validly authorized the sale. It also ruled that the sale of
personal properties was valid because they were registered in the spouses
Johnson's name. 20

DaHSIT

Joy Training appealed the RTC decision to the CA.


The CA Ruling
The CA upheld the RTC's jurisdiction over the case but reversed its ruling with
respect to the sale of real properties. It maintained that the present action is

cognizable by the RTC because it involves recovery of ownership from third


parties.
It also ruled that the resolution is void because it was not approved by a majority
of the board of trustees. It stated that under Section 25 of the Corporation Code,
the basis for determining the composition of the board of trustees is the list fixed
in the articles of incorporation. Furthermore, Section 23 of the Corporation Code
provides that the board of trustees shall hold office for one year and until their
successors are elected and qualified. Seven trustees constitute the board since
Joy Training did not hold an election after its incorporation.
The CA did not also give any probative value to the certification. It stated that the
certification failed to indicate the date and the names of the trustees present in the
meeting. Moreover, the spouses Yoshizaki did not present the minutes that would
prove that the certification had been issued pursuant to a board resolution.
CA also denied

22

21

The

the spouses Yoshizaki's motion for reconsideration, prompting

Sally 23 to file the present petition.


The Petition
Sally avers that the RTC has no jurisdiction over the case. She points out that the
complaint was principally for the nullification of a corporate act. The transfer of the
SEC's original and exclusive jurisdiction to the RTC

24

does not have any

retroactive application because jurisdiction is a substantive matter.


She argues that the spouses Johnson were authorized to sell the parcel of land
and that she was a buyer in good faith because she merely relied on TCT No. T25334. The title states that the spouses Johnson are Joy Training's
representatives.

EDIHSC

She also argues that it is a basic principle that a party dealing with a registered
land need not go beyond the certificate of title to determine the condition of the
property. In fact, the resolution and the certification are mere reiterations of the
spouses Johnson's authority in the title to sell the real properties. She further
claims that the resolution and the certification are not even necessary to clothe the
spouses Johnson with the authority to sell the disputed properties. Furthermore,

the contract of agency was subsisting at the time of sale because Section 108 of
Presidential Decree No. (PD) 1529 requires that the revocation of authority must
be approved by a court of competent jurisdiction and no revocation was reflected
in the certificate of title. 25
The Case for the Respondent
In its Comment 26 and Memorandum, 27 Joy Training takes the opposite view that
the RTC has jurisdiction over the case. It posits that the action is essentially for
recovery of property and is therefore a case cognizable by the RTC. Furthermore,
Sally is estopped from questioning the RTC's jurisdiction because she seeks to
reinstate the RTC ruling in the present case.
Joy Training maintains that it did not authorize the spouses Johnson to sell its real
properties. TCT No. T-25334 does not specifically grant the authority to sell the
parcel of land to the spouses Johnson. It further asserts that the resolution and the
certification should not be given any probative value because they were not
admitted in evidence by the RTC. It argues that the resolution is void for failure to
comply with the voting requirements under Section 40 of the Corporation Code. It
also posits that the certification is void because it lacks material particulars.
The Issues
The case comes to us with the following issues:

aSCDcH

1)Whether or not the RTC has jurisdiction over the present case;
and
2)Whether or not there was a contract of agency to sell the real
properties between Joy Training and the spouses Johnson.
3)As a consequence of the second issue, whether or not there was
a valid contract of sale of the real properties between Joy
Training and the spouses Yoshizaki.
Our Ruling
We find the petition unmeritorious.

The

RTC

disputes

has

jurisdiction

concerning

the

over
application

of the Civil Code


Jurisdiction over the subject matter is the power to hear and determine cases of
the general class to which the proceedings before a court belong. 28 It is conferred
by law. The allegations in the complaint and the status or relationship of the parties
determine which court has jurisdiction over the nature of an action.

29

The same

test applies in ascertaining whether a case involves an intra-corporate


controversy. 30
The CA correctly ruled that the RTC has jurisdiction over the present case. Joy
Training seeks to nullify the sale of the real properties on the ground that there was
no contract of agency between Joy Training and the spouses Johnson. This was
beyond the ambit of the SEC's original and exclusive jurisdiction prior to the
enactment of Republic Act No. 8799 which only took effect on August 3, 2000. The
determination of the existence of a contract of agency and the validity of a contract
of sale requires the application of the relevant provisions of the Civil Code. It is a
well-settled rule that "[d]isputes concerning the application of the Civil Code are
properly cognizable by courts of general jurisdiction."

31

Indeed, no special skill

requiring the SEC's technical expertise is necessary for the disposition of this issue
and of this case.
The

IDTcHa

Supreme

questions

of

review
findings

Court
fact

on
of

in

may
a

certiorari
fact

by

petition
when

the

lower

review
for
the
courts

are conflicting
We are aware that the issues at hand require us to review the pieces of evidence
presented by the parties before the lower courts. As a general rule, a petition for
review on certiorari precludes this Court from entertaining factual issues; we are
not duty-bound to analyze again and weigh the evidence introduced in and
considered by the lower courts. However, the present case falls under the
recognized exception that a review of the facts is warranted when the findings of

the lower courts are conflicting. 32 Accordingly, we will examine the relevant pieces
of evidence presented to the lower court.
There

is

no

between

Joy

spouses

Johnson

contract

of

Training
to

sell

agency

and
the

parcel

the
of

land with its improvements


Article 1868 of the Civil Code defines a contract of agency as a contract whereby
a person "binds himself to render some service or to do something in
representation or on behalf of another, with the consent or authority of the latter."
It may be express, or implied from the acts of the principal, from his silence or lack
of action, or his failure to repudiate the agency, knowing that another person is
acting on his behalf without authority.
As a general rule, a contract of agency may be oral. However, it must be written
when the law requires a specific form. 33 Specifically, Article 1874 of the Civil Code
provides that the contract of agency must be written for the validity of the sale of a
piece of land or any interest therein. Otherwise, the sale shall be void. A related
provision, Article 1878 of the Civil Code, states that special powers of attorney are
necessary to convey real rights over immovable properties.

TSAHIa

The special power of attorney mandated by law must be one that expressly
mentions a sale or that includes a sale as a necessary ingredient of the
authorized act. We unequivocably declared in Cosmic Lumber Corporation v.
Court of Appeals 34 that a special power of attorney must express the powers of
the agent in clear and unmistakable language for the principal to confer the
right upon an agent to sell real estate. When there is any reasonable doubt that
the language so used conveys such power, no such construction shall be given
the document. The purpose of the law in requiring a special power of attorney in
the disposition of immovable property is to protect the interest of an unsuspecting
owner from being prejudiced by the unwarranted act of another and to caution the
buyer to assure himself of the specific authorization of the putative agent. 35

In the present case, Sally presents three pieces of evidence which allegedly prove
that Joy Training specially authorized the spouses Johnson to sell the real
properties: (1) TCT No. T-25334, (2) the resolution, (3) and the certification. We
quote the pertinent portions of these documents for a thorough examination of
Sally's claim. TCT No. T-25334, entered in the Registry of Deeds on March 5,
1998, states:
A parcel of land . . . is registered in accordance with the provisions of
the Property Registration Decree in the name of JOY TRAINING
CENTER OF AURORA, INC., Rep. by Sps. RICHARD A. JOHNSON
and LINDA S. JOHNSON, both of legal age, U.S. Citizen, and residents
of P.O. Box 3246, Shawnee, Ks 66203, U.S.A.

36

(emphasis ours)

On the other hand, the fifth paragraph of the certification provides:

acCDSH

Further, Richard A. and Linda J[.] Johnson were given FULL AUTHORITY
for ALL SIGNATORY purposes for the corporation on ANY and all
matters and decisions regarding the property and ministry here.
They will follow guidelines set forth according to their appointment and
ministerial and missionary training and in that, they will formulate and
come up with by-laws which will address and serve as governing papers
over the center and corporation. They are to issue monthly and quarterly
statements to all members of the corporation.

37

(emphasis ours)

The resolution states:


We, the undersigned Board of Trustees (in majority) have authorized the
sale of land and building owned by spouses Richard A. and Linda
J[.] Johnson(as described in the title SN No. 5102156 filed with the
Province of Aurora last 5th day of March 1998. These proceeds are going
to pay outstanding loans against the project and the dissolution of the
corporation shall follow the sale. This is a religious, non-profit corporation
and no profits or stocks are issued.38 (emphasis ours)

The above documents do not convince us of the existence of the contract of


agency to sell the real properties. TCT No. T-25334 merely states that Joy Training

is represented by the spouses Johnson. The title does not explicitly confer to the
spouses Johnson the authority to sell the parcel of land and the building thereon.
Moreover, the phrase "Rep. by Sps. RICHARD A. JOHNSON and LINDA S.
JOHNSON"

39

only means that the spouses Johnson represented Joy Training in

land registration.
The lower courts should not have relied on the resolution and the certification in
resolving the case. The spouses Yoshizaki did not produce the original documents
during trial. They also failed to show that the production of pieces of secondary
evidence falls under the exceptions enumerated in Section 3, Rule 130 of the
Rules of Court.

40

Thus, the general rule that no evidence shall be admissible

other than the original document itself when the subject of inquiry is the contents
of a document applies. 41

TEDAHI

Nonetheless, if only to erase doubts on the issues surrounding this case, we


declare that even if we consider the photocopied resolution and certification, this
Court will still arrive at the same conclusion.
The resolution which purportedly grants the spouses Johnson a special power of
attorney is negated by the phrase "land and building owned by spouses Richard
A. and Linda J[.] Johnson."

42

Even if we disregard such phrase, the resolution

must be given scant consideration. We adhere to the CA's position that the basis
for determining the board of trustees' composition is the trustees as fixed in the
articles of incorporation and not the actual members of the board. The second
paragraph of Section 25

43

of the Corporation Code expressly provides that a

majority of the number of trustees as fixed in the articles of incorporation shall


constitute a quorum for the transaction of corporate business.
Moreover, the certification is a mere general power of attorney which comprises
all of Joy Training's business.

44

Article 1877 of the Civil Code clearly states that

"[a]n agency couched in general terms comprises only acts of administration, even
if the principal should state that he withholds no power or that the agent may
execute such acts as he may consider appropriate, or even though the
agency should authorize a general and unlimited management." 45

The contract of sale is unenforceable


Necessarily, the absence of a contract of agency renders the contract of sale
unenforceable; 46 Joy Training effectively did not enter into a valid contract of sale
with the spouses Yoshizaki. Sally cannot also claim that she was a buyer in good
faith. She misapprehended the rule that persons dealing with a registered land
have the legal right to rely on the face of the title and to dispense with the need to
inquire further, except when the party concerned has actual knowledge of facts
and circumstances that would impel a reasonably cautious man to make such
inquiry. 47 This rule applies when the ownership of a parcel of land is disputed and
not when the fact of agency is contested.

ESDHCa

At this point, we reiterate the established principle that persons dealing with an
agent must ascertain not only the fact of agency, but also the nature and extent of
the agent's authority.

48

A third person with whom the agent wishes to contract on

behalf of the principal may require the presentation of the power of attorney, or the
instructions as regards the agency.

49

The basis for agency is representation and

a person dealing with an agent is put upon inquiry and must discover on his own
peril the authority of the agent. 50 Thus, Sally bought the real properties at her own
risk; she bears the risk of injury occasioned by her transaction with the spouses
Johnson.
WHEREFORE, premises considered, the assailed Decision dated February 14,
2006 and Resolution dated October 3, 2006 of the Court of Appeals are
herebyAFFIRMED and the petition is hereby DENIED for lack of merit.
SO ORDERED.
|||

Republic of the Philippines


SUPREME COURT
Manila
FIRST DIVISION
G.R. No. 88602

April 6, 1990

TOMASA VDA. DE JACOB, as Special Administratrix of the Estate of the Deceased ALFREDO
E. JACOB,petitioner,
vs.
HONORABLE COURT OF APPEALS, BICOL SAVINGS & LOAN ASSOCIATION, JORGE
CENTENERA, AND LORENZO C. ROSALES, respondents.
G.R. No. 89544

April 6, 1990

THE ESTATE OF THE LATE ALFREDO JACOB, represented by its Administrator, TOMASA
VDA. DE JACOB,petitioner
vs.
HONORABLE COURT OF APPEALS, AND UNITED BICOL SAVINGS BANK, respondents.
Benito P. Fable for petitioner.
Contreras & Associates for private respondents.
Rosales & Associates Law Office for private respondent Rosales.
Ramon Quisumbing, Jr. for private respondent Centenera.

GANCAYCO J.:
The question of whether or not an extrajudicial foreclosure of a mortgage may proceed even after
the death of the mortgagor and whether or not a petition for the issuance of a writ of possession may
be barred by estoppel, are the issues presented in this petition.
Dr. Alfredo E. Jacob was the registered owner of a parcel of land described under Transfer
Certificate of Title No. 1433 of the Register of Deeds of Naga City. 1 Sometime in 1972 Jorge
Centenera was appointed as administrator of Hacienda Jacob until January 1, 1978 when the
Special Power of Attorney executed in his favor by Dr. Jacob was revoked by the latter. 2 The land in
question is located at Liboton, Naga City and has an area of approximately 3,376 square meters.
Because of the problem of paying realty taxes, internal revenue taxes and unpaid wages of farm
laborers of the hacienda, Dr. Jacob asked Centenera to negotiate for a loan. For this purpose, a
special power of attorney was executed and acknowledged by Dr. Jacob before notary public
Lorenzo Rosales the material portions of which read as follows:
That I, ALFREDO E. JACOB, Filipino, of legal age, widower, address at Tigaon, Camarines
Sur, have named, constituted and appointed and by these presents do name, constitute and
appoint JORGE CENTENERA, Filipino, of legal age, married to Judith E. Centenera,
resident of and with postal address at Naga City, to be my true and lawful attorney-in-fact, for
me and in my name, place and stead. and to do and perform all the necessary acts and
deeds, to wit:

1. To mortgage and/or, hypothecate with any banking institution in the City of Naga or
elsewhere in the Philippines, the following described properties of which I am the absolute
owner, as follows:
A parcel of land (Plan Ps-80014, Lot 818 of Naga Cad. 290 Case No. M 472 L.R.C.
Rec. No. N-5986) located at Liboton, Naga City. Bounded on the NE, by Alfredo
Cleto (Lot 383); Martin Perez (Lot 385) and Benedicto Naz (Lot 394), SE. by
Benedicto Naz (Lot 394); S. by Pedro San Juan (Lot 317); SW by Margarita Narciso
vs. Simeon Ty Ganco (Lot 319); and NW by the Calawag Street, containing an area
of 3,376 square meters covered by TCT No. 1433.
A parcel of land (Lot 15, Block 4 of the subdivision plan Psd-46484, being a portion
of Lot 1105-now of the Cad. survey of Naga, L.R.C. Cad. Rec. N. N-78), situated in
Tinago, Naga City. Bounded on the SE., along line 1-2 by Lot 17, Block 4; along line
2-3 by road lot 4; along line 3-4 by Lot 13, Block 4; and along line 4-1 by Lot 14,
Block 4 all of the subdivision plan. Containing an area of 236 square meters, covered
by TCT No. 393.
A parcel of land (Lot 14, Block 4 of the subdivision plan Psd-46464, being a portion
of Lot 1106-now Cad. survey of Naga, L.R.C. Cad. Rec. No. N-78), situated in
Tinago, Naga City, Bounded on SW., along line 1-2 by Lot 15; Block 4; along line 23
by Lot 12, Block 4; along line 3-4 by road lot 3; and along line 41 by Lot 16, Block 4,
all of the subdivision plan, containing an area of 239 square meters, covered by TCT
No. 397.
2. To receive cash in any amount made in payment of the mortgage of the above described
properties; to sign checks, drafts, money orders, treasury warrants, to indorse the same, to
cash and make deposits with any bank here or elsewhere and to withdraw such deposit; to
execute, sign and deliver any or all documents of mortgage, contracts, deeds or any
instrument necessary and pertinent for purposes of mortgaging and/or encumbering said
properties in favor of any banking institution in the City of Naga or elsewhere and lastly, to do
and perform any and all acts and deeds which to him may seem most to my own benefit and
advantage.
HEREBY GIVING AND GRANTING unto my said attorney-in-fact full power and authority to
do and perform any and every act and thing whatever requisite or necessary or proper to be
done in and about the premises, as fully to all intents and purposes as I might or could do if
personally present and acting in person and I hereby ratify and confirm all that my said
attorney shall do and had done lawfully or cause to be done under any by virtue of these
presents. 3
Consequently, Centenera secured a loan in the amount of P18,000.00 from the Bicol Savings &
Loan Association sometime in September 1972. Centenera signed and executed the real estate
mortgage and promissory note as attorney-in-fact of Dr. Jacob.4 When the loan fell due in 1975
Centenera failed to pay the same but was able to arrange a restructuring of the loan using the same
special power of attorney and property as security. Another set of loan documents, namely: an
amended real estate mortgage and promissory note dated November 27, 1975 was executed by
Centenera as attorney-in-fact of Dr. Jacob. 5 Again, Centenera failed to pay the loan when it fell due
and so he arranged for another restructuring of the loan with the bank on November 23, 1976. The
corresponding promissory note was again executed by Centenera on behalf of Jacob under the
special power of attorney.

The mortgage was annotated on the title 6 and when the loan was twice re-structured, the proceeds
of the same were not actually given by the bank to Centenera since the transaction was actually
nothing but a renewal of the first or original loan and the supposed proceeds were applied as
payment for the loan. The accrued interest for sixty (60) days was, however, paid by Centenera.
Centenera again failed to pay the loan upon the maturity date forcing the bank to send a demand
letter.7 A copy of the demand letter was sent to Dr. Jacob but no reply or denial was received by the
bank. Thus, the bank foreclosed the real estate mortgage and the corresponding provisional sale of
the mortgaged property to the respondent bank was effected. On November 5, 1982 a definite deed
of sale of the property was executed in favor of the respondent bank as the sole and highest bidder. 8
Tomasa Vda. de Jacob who was subsequently named administratrix of the estate of Dr. Jacob and
who claimed to be an heir of the latter, conducted her own investigation and therefore she filed a
complaint in the Regional Trial Court of Camarines Sur alleging that the special power of attorney
and the documents therein indicated are forged and therefore the loan and/or real estate mortgages
and promissory notes are null and void. After trial on the merit a decision was rendered on July 30,
1987, the dispositive part of which reads as follows:
WHEREFORE, plaintiff's complaint is ordered DISMISSED for lack of a cause of action
and/or her failure to prove the cause(s) of action alleged in the complaint; and judgment is
rendered against the Estate of the late Dr. Alfredo Jacob in favor of the defendants on their
respective counterclaim, ordering payment from said estate of the following:
(a) actual damages in the sum of P30,000.00; exemplary damages in the sum of
P20,000.00; and attorney's fees of P10,000.00; to defendant Bicol Savings and Loan
Association;
(b) actual damages in the sum of P30,000.00; exemplary damages in the sum of
P20,000.00; moral damages in the sum of P50,000.00; attorneys fees in the sum of
P10,000.00 to defendant Jorge Centenera;
(c) actual damages in the sum of P30,000.00; exemplary damages in the sum of
P20,000.00; attorney's fees in the sum of P10,000.00 to defendant Atty. Lorenzo
Rosales.
with interest at the legal rate from the time of the filing of the complaint, until full payment.
Costs against the plaintiff.
SO ORDERED.9
Not satisfied therewith the plaintiff appealed therefrom to the Court of Appeals wherein on May 30,
1989 a decision was rendered affirming in toto the decision of the lower court and dismissing the
appeal for lack of merit.10
Hence, the herein petition for review docketed as G.R. No. 88602 that was filed by plaintiff therein
and which raises two issues, to wit:
A. The Honorable Court of Appeals failed and completely neglected to exercise appellate
determination on material issues which, independently of what said Court determined, would

cause nullification of the mortgage deed and amendment thereto, as well as extrajudicial
foreclosure proceedings and sale thereof.
B. The Honorable Court of Appeals likewise ignored to resolve, nay, pass upon, the issue of
excessive and unfounded award of damages, which certainly calls for appellate
determination as it was squarely raised on appeal. 11
However, while the action for annulment of mortgage, etc. aforestated was pending in the trial court,
on November 5, 1982, a definite deed of sale was issued by the sheriff in favor of respondent bank.
Without redemption having been exercised within the prescribed period, the title in the name of Dr.
Jacob was cancelled and in its place, Transfer Certificate of Title No. 14661 was issued on August 9,
1983 in favor of respondent bank. Respondent bank then filed a petition for the issuance of a writ of
possession in the Regional Trial Court of Naga City which was opposed by petitioner. In due course
a writ of possession was issued by the trial court in a decision dated July 21, 1987 in favor of the
respondent bank, the dispositive part of which reads as follows:
WHEREFORE, the petitioner UNITED BICOL SAVINGS BANK being entitled to possession
of the property covered by Transfer Certificate of Title No. 14661 (registry of Naga City) let a
Writ of Possession issue addressed to the respondent ESTATE OF THE LATE ALFREDO
JACOB, by its administratrix Tomasa Vda. de Jacob, directing the said respondent to deliver
the possession of said property to the petitioner United Bicol Savings Bank within thirty (30)
days from the date this judgment becomes final; and for the Provincial Sheriff to enforce said
writ and to place said petitioner United Bicol Savings Bank in possession of said property,
with costs against the said respondent.
SO ORDERED.
Not satisfied therewith petitioner appealed to the Court of Appeals wherein in due course a decision
was rendered on June 27, 1989 affirming the decision appealed from without pronouncement as to
costs. 12 A motion for reconsideration of said decision which was filed by the petitioner was denied
tied in a resolution dated July 28, 1989.
Hence the petition for review docketed as G.R. No. 89544 wherein petitioner contends that the writ
of possession may not validly issue where from the admitted facts the extrajudicial foreclosure and
auction sale is patently void.
The petition in G.R. No. 89544 was consolidated with the petition in G.R. No. 88602 hereinabove
discussed being closely related to each other.
The petition in G.R. No. 88602 is devoid of merit.
Petitioner contends that the extrajudicial foreclosure proceedings and the sale of the property
mortgaged under the amended real estate mortgage after the mortgagor died are null and void. It is
pointed out that Dr. Jacob died on March 9, 1979 and that the extrajudicial foreclosure proceedings
were effected after his death, that is, the public auction sale was made on May 11, 1979. Petitioner
argues that such extrajudicial foreclosure can only be prosecuted during the lifetime of Dr. Jacob for
the reason that such kind of foreclosure under Act No. 3135, as amended, is authorized only
because of the special power of attorney inserted in the mortgage deed; and that said special power
of attorney cannot extend beyond the lifetime of the supposed mortgagor.
Section 7, Rule 86 of the Rules of Court provides as follows:

Sec. 7. Mortgage debt due from estate. A creditor holding a claim against the deceased
secured by mortgage or other collateral security, may abandon the security and prosecute
claim in the manner provided in this rule, and share in the general distribution of the assets
of the estate; or he may foreclose his mortgage or realize upon his security, by action in
court, making the executor or administrator a party defendant, and if there is a judgment for a
deficiency, after the sale of the mortgaged premises, or the property pledged, in the
foreclosure or other proceeding to realize upon the security, he may claim his deficiency
judgment in the manner provided in the preceding section; or he may rely upon his mortgage
or other security alone, and foreclose the same at any time within the period of the statute of
limitations, and in that event he shall not be admitted as a creditor, and shall receive no
share in the distribution of the other assets of the estate; but nothing herein contained shall
prohibit the executor or administrator from redeeming the property mortgaged or pledged, by
paying the debt for which it is held as security, under the direction of the court, if the court
shall adjudge it to be for the best interest of the estate that such redemption shall be made
From the foregoing provision of the Rules it is clearly recognized that a mortgagee has three
remedies that may be alternately availed of in case the mortgagor dies, to wit:
(1) to waive the mortgage and claim the entire debt from the estate of the mortgagor as an ordinary
claim;
(2) to foreclose the mortgage judicially and prove the deficiency as an ordinary claim; and;
(3) to rely on the mortgage exclusively, or other security and foreclose the same at anytime, before it
is barred by prescription, without the right to file a claim for any deficiency.
From the foregoing it is clear that the mortgagee does not lose its light to extrajudicially foreclose the
mortgage even after the death of the mortgagor as a third alternative under Section 7, Rule 86 of the
Rules of Court.
The power to foreclose a mortgage is not an ordinary agency that contemplated exclusively the
representation of the principal by the agent but is primarily an authority conferred upon the
mortgagee for the latter's own protection. That power survives the death of the mortgagor. 13
The right of the mortgagee bank to extrajudicially foreclose the mortgage after the death of the
mortgagor, acting through his attorney-in-fact, did not depend on the authority in the deed of
mortgage executed by the latter. That right existed independently of said stipulation and is clearly
recognized in Section 7, Rule 86 of the Rules of Court aforecited. 14
The other issues raised in the petition are questions of fact which cannot be considered in this
proceeding. The findings of facts of the appellate court are conclusive and cannot be reviewed at
this level.
1wphi1

Likewise, the petition in G.R. No. 89544 is devoid of merit.


It is premised on the assumption that the extrajudicial foreclosure and auction sale was patently void
and was without basis. On the contrary the appellate court found and so does this Court, that the
extrajudicial foreclosure and auction sale was regular and in accordance with law.
While it is true that the question of the validity of said mortgage and consequently the extrajudicial
foreclosure thereof was raised in a separate proceeding before the trial court the pendency of such

separate civil suit can be no obstacle to the issuance of the writ of possession which is a ministerial
act of the trial court after a title on the property has been consolidated in the mortgagee. 15
WHEREFORE, petitions in G.R. Nos. 88602 and 89544 are hereby DISMISSED for lack of merit,
with costs against petitioner.
SO ORDERED.
Narvasa, Cruz, Grio-Aquino and Medialdea, JJ., concur.