DE CASTRO v CA

Facts:
De castro were co-owners of four (4) lots. In a letter, Artigo was
authorized by appellants to act as real estate broker in the sale of these
properties and five percent(5%) of which will be given to the agent as
commission. It was appellee who first found Times Transit Corporation, who
bought 2 lots. Artigo felt short of his commission. Hence, he sued below to
collect the balance. De castros then moved for the dismissal for failure to
implead other co-owners as indispensable parties. The De Castros claim that
Artigo always knew that the two lots were co-owned with their other siblings
and failure to implead such indispensable parties is fatal to the complaint
since Artigo, as agent of all the four co-owners, would be paid with funds coowned by the four co-owners.
Issue: WON the complaint merits dismissal for failure to implead other coowners as indispensable parties
Ruling: Devoid of merit.
Art. 1915. If two or more persons have appointed an agent for a
common transaction or undertaking, they shall be solidarily liable to the agent
for all the consequences of the agency.
The rule in this article applies even when the appointments were made by
the principals in separate acts, provided that they are for the same
transaction. The solidarity arises from the common interest of the
principals, and not from the act of constituting the agency. By virtue of
this solidarity, the agent can recover from any principal the whole
compensation and indemnity owing to him by the others. The parties,
however, may, by express agreement, negate this solidary
responsibility. The solidarity does not disappear by the mere partition
effected by the principals after the accomplishment of the agency.
When the law expressly provides for solidarity of the obligation, as in the
liability of co-principals in a contract of agency, each obligor may be
compelled to pay the entire obligation.The agent may recover the whole
compensation from any one of the co-principals, as in this case.

MACONDRAY v SELLNER

FACTS:
was
Macondray
& Co. bought a parcel of land from Sellner. The land was
flooded by high tides, and Macondray became dissatisfied with its
purchase. It then requested Sellner, after the final transfer was

made, to find another buyer because the land was unsuited for use
as a coal-yard, the purpose for which it had been purchased.
the
It was expressly understood that Macondray was willing to sell the
land for P17,175 and that Sellner would receive as commission for
securing a purchaser anything over that amount he could get.

buy
Sellner
found a purchaser, Antonio Barretto, who was willing to buy
the land for P18892.5o.

together
Macondray
executed a formal deed of conveyance which together
with the certificate of title, was delivered to Sellner with the
understanding that the latter would consummate the sale, deliver
the title to the buyer and receive the purchase price.
he
Barreto asked that he be given time to examine the title deed. If he
found it satisfactory, he would accept the land and give Barretto
the check for the amount of the purchase price.

was
Because
Barretto had to go to Tayabas for a business trip and was
delayed by a typhoon, Macondray advised Sellner that he must
consummate the sale upon Barrettos return to Manila.

When
hehe
got
Sellner that
thathe
hewould
would
pay

When
gotback,
back,Barretto
Barretto told Sellner
pay
thethe
purchase price in a day or two if he found the documents
satisfactory.
Monday morning - Young (person from Macondray) formally
Monday mornig Young (person from Macondray) formally notified
Sellner that the deal would be off if purchase price was not paid
before 5pm of that afternoon.
morning.
Sellner received the check from Barretto on Wednesday morning.
He immediately turned over the amount of P17175 to Macondray,
but Macondrays manager refused to accept the check and filed
this action, claiming that the sale had been cancelled when the
purchase price was not received on Monday afternoon. There was a
letter regarding the cancellation.

ISSUE/HELD: WON Macondray is entitled to damages from Sellner

for
selling the land to Barretto for and on behalf of Macondray after
Sellners
authority had been revoked? No.

RATIO:
the
From the very nature of the transaction it was understood that the
purchaser should have a reasonable time in which to examine the
deed of transfer and the other documents of title, and that
defendant exercising an authority impliedly if not expressly
conferred upon him, gave the purchaser a reasonable time in which
to satisfy himself as to the legality and correctness of the
documents of title. That the company through its manager Young,
acquiesced in and ratified what had been done by defendant in this
regard when, with full knowledge of all the facts, Young advised the
defendant, during Barretto's absence in Tayabas, that the deal must
be closed up without delay on Barretto's return to Manila.
No
reason
any reason
reasonbeen
been
assigned
No
reasonappears,
appears,nor
nor had
had any
assigned
for for
the the
demand by the plaintiff company for the delivery of the purchase
price at the hour specified under threat in the event of failure to
make payment at that hour it would decline to carry out the
agreement, other than that the manager of the plaintiff company
had been annoyed by the delays which occurred during the earlier
stage of the negotiations, and had changed his mind as to the
desirability of making the sale at the price agreed upon, either
because he believed that he could get a better price elsewhere, or
that the land was worth more to his company than the price he had
agreed to take for it.
The
commission
was all
allover
over
P17,175
which
The
commissionagreed
agreed upon
upon was
P17,175
which
the the
defendant could secure from the property, and it is clear that
allowing the defendant this commission, and offsetting it against
the unpaid balance of the market value of the land, the plaintiff
company is not entitled to a money judgment against defendant.
(kasi dapat yung damages Is yung actual market value daw)
We
dodonot
question
the
general
doctrine
We
notmean
mean to
to question
the
general
doctrine
as to as
theto the
power of a principal to revoke the authority of his agent at
will, in the absence of a contract fixing the duration of the
agency (subject, however, to some well-defined exceptions).
Our ruling is that at the time fixed by the manager of the
plaintiff company for the termination of the negotiations,
the defendant real estate agent had already earned the
commissions agreed upon, and could not be deprived
thereof by the arbitrary action of the plaintiff company in
declining to execute the contract of sale for some reason
personal to itself.
to

The business of a real estate broker or agent, generally, is only to

find a purchaser, and the settled rule as stated by the courts is
that, in the absence of an express contract between the broker and
his principal, the implication generally is that the broker becomes
entitled to the usual commissions whenever he brings to his
principal a party who is able and willing to take the property and
enter into a valid contract upon the terms then named by the
principal, although the particulars may be arranged and the matter
negotiated and completed between the principal and the purchaser
directly. (Lunney vs Harley)
The rights of a real estate broker to be protected against the
The rights of a real estate broker to be protected against the
arbitrary revocation of his agency, without remuneration for
services rendered in finding a suitable purchaser prior to the
revocation, are clearly and forcefully stated in the following citation
form the opinion in the case of Blumenthal vs. Goodall (89 Cal.,
251).
for
The only reasons assigned for the sudden and arbitrary demand for
the payment of the purchase price which was made with the
manifest hope that it would defeat the agent's deal with Barretto,
are that the plaintiff company's manager had become satisfied that
the land was worth more than he had agreed to accept for it; and
that he was piqued and annoyed at the delays which marked the
earlier stages of the negotiations.
contract.
Time does not appear to have been of the essence of the contract.
The agreement to sell was made without any express stipulation as
to the time within which the purchase price was to be paid.
case
Under all the circumstances surrounding the transaction in the case
at bar, as they appear from the evidence of record, we have no
hesitation in holding that the plaintiff company's letter of
September 2, 1912 demanding payment before five o'clock of the
afternoon of that day, under penalty of the cancellation of its
agreement to sell, was an arbitrary unreasonable attempt to deny
to the purchaser the reasonable opportunity to inspect the
documents of title, to which he was entitled by virtue of the express
agreement of the plaintiff company's agent before any attempt was
made to revoke his agency. It follows that Barretto's right to enforce
the agreement to sell was in no wise affected by the attempt of the
plaintiff company to "cancel" the agreement; and that the plaintiff
company suffered no damage by the consummation of the
agreement by the acceptance of the stipulated purchase price by
the defendant real estate agent.

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

J. DANON vs. A. BRIMO (1921) Procuring Cause

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

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."

DISPOSITIVE: For the foregoing reasons the judgment appealed from is

hereby revoked and the defendant is hereby absolved from all liability
under the plaintiff's complaint, with costs in both instances against the
plaintiff. So ordered.

INLAND REALTY V. CA
G.R. No. 76969
June 9, 1997
FACTS:

Petitioner Inland Realty Investment Service, Inc. (Inland Realty) is a

corporation engaged in the real estate business and brokerages. Respondent
Gregorio Araneta Inc., through its Assistant General Manager J. Armando
Eduque, granted Inland Realty the authority to sell on a first come first
served basis the total holdings of Gregorio Araneta, Inc. in Architects' Bldg.
Inc., equivalent to 98% or 9,800 shares of stock at P1,500 per share for 30
days.
After receiving a proposal letter from Inland Realty, Stanford
Microsystems, Inc., a prospective buyer, counter-proposed to buy 9,800
shares at P1,000 per share or for a total of P9.8M, P4.9M payable in five
years at 12% per annum interest until fully paid. Araneta, Inc. replied to a
letter sent by Inland Realty, saying that the price offered by Stanford was too
low and suggested that Inland Realty negotiate more for a lower price with
Standford.
The authority to sell given to Inland Realty by Gregorio Araneta Inc.
was extended for three times, 30 days each, where the last extension of its
contract expired on December 2, 1975.
On July 8, 1977, Inland Realty finally sold the 9,800 shares of stock
in Architects' Bldg., Inc. to Stanford Microsystems, Inc. for P13.5M.
Thereafter, Inland Realty sent a demand letter to Gregorio Araneta Inc., for
the payment of their 5% brokers commission (P675,000), which was
declined by respondent, claiming that after their authority to sell expired
thirty (30) days from December 2, 1975, petitioners were no longer privy to
the consummation of the sale.
Inland Realty filed a case in RTC for the collection of its brokers
commission from respondent, but the RTC dismissed its case. On its appeal,
the CA also dismissed Inland Realtys petition, since the petitioners agency
contract and authority to sell already expired on January 1, 1976, whereas the
consummation of the sale to Stanford had only been on July 8, 1977 or more
than 1 year and 5 months after petitioners' agency contract and authority to
sell expired.
The petitioner filed this present petition before the Supreme Court,
contending that Inland Realty, as a broker is automatically entitled to the 5%
commission merely upon securing for, and introducing to, the seller, the
buyer who ultimately purchases from the former the object of the sale,
regardless of the expiration of the broker's contract of agency and authority
to sell.

ISSUE: Whether or not Inland Realty is entitled for the 5% brokers

commission.
HELD: NO. The Court ruled that since Inland Realty was not the efficient
procuring cause in bringing about the sale on July 8, 1977, therefore it is
not entitled to the 5% broker's commission. During the subsistence of its
authority to sell, Inland Realty had nothing to show that they performed
substantial acts that proximately and causatively led to the consummation of
the sale to Stanford of Araneta, Inc.'s 9,800 shares in Architects'. Inland
Realty failed in selling said shares under the terms and conditions set out by
Araneta, Inc.; it did nothing but submit Stanford's name as prospective buyer.
The lapse of more than one (1) year and five (5) months between the
expiration of petitioners' authority to sell and the consummation of the sale to
Stanford shows the petitioners non-participation in the crucial events leading
to the consummation of said sale, i.e., the negotiations to convince Stanford
to sell at Araneta, Inc.'s asking price, the finalization of the terms and
conditions of the sale, the drafting of the deed of sale, the processing of
pertinent documents, and the delivery of the shares of stock to Stanford.

Uniland resources vs DBP

D: In the law on agency, it is elementary that when the main
transaction between the principal parties does not materialize, the
claim for commission of the duly authorized broker is
disallowed. 1 How about the instance when the sale was eventually
consummated between parties introduced by a middleman who, in
the first place, had no authority, express or implied, from the seller
to broker the transaction? Should the interloper be allowed a
commission? On these simplified terms rests the nature of the
controversy on which this case turns.

Therefore, the Court dismissed Inland Realtys present petition.

Facts:
The Uniland resource is a private corp., licensed to engage in real
estate brokerage while DBP is a govt corp. Engaged in finance and
banking in proprietary capacity. Long before this case arose,
Marinduque Mining Corporation obtained a loan from the DBP and
as security therefor, mortgaged certain real properties to the latter,
among them two lots located in Makati,

The said lots, however, been previously mortgaged by Marinduque

Mining Corp., to Caltex, and the mortgage in favor of DBP was
entered on their titles as a second mortgage. The account of the
Marinduque Mining Corp., with the DBP was later transferred to the
Assets Privatization Trust (APT) pursuant to Proclamation No. 50.
For failure of the Marinduque Mining Corp. to pay its obligations to
Caltex, the latter foreclosed its mortgage on the aforesaid two lots

APT on the other hand, to recover its investment on the

Marinduque Account, offered for sale to the public through DBP its
right of redemption on said two lots by public bidding. Caltex had
required that both lots be redeemed, the bidding guidelines set by
DBP provided that any bid to purchase either of the two lots would
be considered only should there be two bids or a bid for the two
items which, when combined, would fully cover the sale of the two
lots in question

Seeing, however, that it would make a profit if it redeemed the two

lots and then offer them for sale, and as its right to redeem said

lots from Caltex would expire on May 8, 1987, DBP retrieved the
account from APT and, on the last day for the exercise of its right of
redemption, May 8, 1987, redeemed said lots from Caltex,

In preparation for the sale of the two lots in question, DBP called a
pre-bidding conference wherein a new set of bidding guidelines
were formulated the public bidding for the sale of the two lots was
held and again, there was only one bidder, the Charges Realty
Corp.
Notwithstanding that there was no bidder for the office building lot,
the DBP approved the sale of the warehouse lot to Charges Realty
Corp., and the proper documentation of the sale was made
The DBP admittedly paid the (five percent) broker's fee on this sale
to the DBP Management Corporation, which acted as broker for said
negotiated sale
After the sale through its President, wrote two letters to
[respondent DBP], the first through its Senior Vice President and,
the second through its Vice Chairman asking for the payment of its
broker's fee in instrument of the sale of its (DBP's) warehouse lot
to Charges Realty Corp. The claim was referred to the Bidding
Committee chaired by Amanda S. Guiam which met on November
9, 1987, and which, on November 18, 1987, issued a decision
denying [petitioner's] claim.

Hence, the instant case filed by [petitioner] to recover from

[respondent] DBP the aforesaid broker's fee.

LOWER COURT rendered judgment

ORDERING [respondent DBP] to pay [petitioner] the sum of

P1,203,500,00 which is the equivalent of [five percent] broker's fee
plus legal interest thereto from the filing of the complaint on
February 18, 1988 until fully paid and the sum of P50,000.00 as
and for attorney's fees. Costs against [respondent DBP].

On appeal, the Court of Appeals reversed the judgment of the lower

court and dismissed the complaint. The motion for reconsideration
filed by petitioner was also subsequently denied

Issue: W/N there was an agency between Uniland resources and

DBP (art 1869 civil code)

Held:

No agency, SC affirmed CA with modifications in relation

with equity consideration. That in equity respondent DBP is
ordered to pay petitioner the amount of One Hundred
Thousand Pesos

It is obvious that Uniland was never able to secure the

required accreditation from respondent DBP to transact
business on behalf of the latter. The letters sent by Uniland
to the higher officers of the DBP and the APT are merely
indicative of Uniland's desire to secure such accreditation.
At best these missives are self-serving; the most that they
prove is that they were sent by Uniland and received by
DBP, which clearly never agreed to be bound thereto. As
declared by the trial court even when it found in favor of
Uniland, there was no express reply from the DBP or the APT
as to the accreditation sought by Uniland. From the very
beginning, therefore, petitioner was aware that it had no
express authority from DBP to find buyers of its properties.

The controversy is only between the DBP and petitioner, to

whom it was emphasized in no uncertain terms that the

arrangement sought did not exist. Article 1869, therefore,

has no room for operation in this case

Petitioners stance goes against the basic axiom in Civil Law

that no one may contract in the name of another without
being authorized by the latter, unless the former has by law
a right to represent him. From this principle, among others,
springs the relationship of agency which, as with other
contracts, is one founded on mutual consent: the principal
agrees to be bound by the acts of the agent and the latter in
turn consents to render service on behalf or in
representation of the principal.

In Prats v. Court of Appeals, 19 there was a finding that the

petitioner therein as the agent was no longer the efficient
procuring cause in bringing about the sale proceeding from
the fact of expiration of his exclusive authority. There was
therefore no basis in law to grant the relief sought.
Nevertheless, this Court in equity granted the sum of P100,
000.00, out of the P1, 380,000.00 claimed as commission,
by way of compensation for the efforts and assistance
rendered by the agent in the transaction prior to the
expiration of his authority. These consist in offering the lot
for sale to the eventual buyer, sending follow-up letters,
inviting the buyer to dinner and luncheon meetings, etc.

Similar situation in the case at bar, It was petitioner who

advised Glaxo, Philippines of the availability of the
warehouse property and aroused its interest over the same.
Through petitioner, respondent DBP was directly informed of
the existence of an interested buyer. Petitioner's persistence
in communicating with respondent DBP reinforced the
seriousness of the offer. This piece of information no doubt

had a bearing on the subsequent decisions made by

respondent DBP as regards the disposition of its properties

Philippine Health-Care Providers, Inc. v. Carmela Estrada

FACTS

Philippine Health-Care Services, Inc. (Maxicare) engaged the

services of Carmela Estrada o promote and sell their prepaid group practice healthcare devlivery program called the
Maxicare Plan.
o Estrada was appointed as Maxicares General
Agent and was entitled to commission on corporate
accounts from all membership dues collected and
remitted by her to Maxicare under their letteragreement.
Estrada made proposals to the officers of Meralco regarding
the Maxicare plan but when Mercalco decided to subscribe,
Maxicare directly negotiated with Meralco, leaving Estrada
out of the discussions. Mercalco eventually subscribed.
Estrada demanded from Maxicare that she be paid
commissions for the Meralco account and 9 other accounts
but Maxicare denied Estradas claim because
it was
Maxicare that directly negotiated with Meralco and the 9
other accounts.
Estrada filed a complaint against Maxicare and its officers.
o Both the RTC and the CA, upon appeal, found
Maxicare liable for breach of contract, holding that
Estrada was the efficient procuring cause in the
execution of the service agreement.
ISSUE/HELD
[1] WoN Estrada was the procuring cause in the execution of the
service agreement between Maxicare and Meralco. YES
[2] WoN Estrada judicially admitted that her negotiations
with Meralco failed in her pleading. - NO
RATIO

[1] Estrada was the efficient procuring cause in the execution of

the service agreement, and is therefore entitled to commission.
It is readily apparent that Maxicare is attempting to evade
payment of the commission which rightfully belongs to
Esrada as the broker who brought the parties together.
Estrada was the one who penetrated the Meralco market,
initially closed to Maxicare, and laid down the groundwork
for their business relationship.
o Maxicares former Chairman testified that Maxicare
had been trying to land the Meralco account 2 years
prior to engaging Estradas services.
o Meralcos Assistant VP categorically stated in a letter
that they received the proposal of Maxicare from
Estrada, who introduced Maxicare to them.
BROKER: one who is engaged, for others, on a commission,
negotiating contracts relative to property with the custody
of which he has no concern; the negotiator between the
other parties, never acting in his own name but in the name
of those who employed him.
o A broker is one whose occupation is to bring the
parties together, in matter of trade, commerce or
navigation.
PROCURING CAUSE: a cause originating a series of events
which, without break in their continuity, result in the
accomplishment of the prime objective of the employment
of the broke.
Estrada was evidently instumental in the sale of the
Maxicare health plans to Meralco and her efforts were the
foundation on which the negotiations resulting in the sale
began.
[2] Estrada did not admit that her negotiations

Maxicare contends that Estrada herself admitted that her

negotiations with Meralco as shown in Annex F.
o This Annex F is, in fact, Maxicares counsels
letter. The letter contains a unilateral declaration by
Maxicare that the efforts initiated and negotiations
undertaken by Estrada failed.
Under Sec. 4 of Rule 129 of the Rules of Court, the general
rule that a judicial admission is conclusive upon the party
making it and does not require proof admits of 2 exceptions.
(1) When it is shown that the admission was made through
palpable mistake, and (2) when it is shown that no such
admission was made.

The latter exception allows one to contradict an

admission by denying that he made such an
admission.
For instance, if a party invokes an admission
by an adverse party, but cites the admission
out of context, then the one making the
admission may show that he made no such
admission, or that his admission was taken
out of context.
In this case, the letter although part of Estradas
Complaint, is not, ipso facto, an admission of the
statements contained therein, especially since the bone
of contention relates to Estradas entitlement to
commissions.
o It is more than obvious from the entirety of the
records that Estrada has unequivocally and
consistently declared that her involvement as broker
is the proximate cause which consummated the sale
between Meralco and Maxicare.
o Moreover, Section 34, Rule 132 of the Rules of Court
requires the purpose for which the evidence is
offered to be specified.
The letter was attached to the Complaint, and
offered in evidence, to demonstrate
Maxicares bad faith and ill will towards
Estrada.
o

Prats v. Court of Appeals G.R. No. L-39822, January 31, 1978,

Facts:
In 1968, Antonio Prats, under the name of Philippine Real Estate
Exchange instituted against Alfonso Doronilla and PNB a case to recover a

sum of money and damages. Doronilla had for sometime tried to sell his 300
ha land and he had designated several agents for that purpose at one time.
He offered the property to the Social Security System but was unable to
consummate the sale. Subsequently he gave a written authority in writing to
Prats to negotiate the sale of the property. Such authorization was published
by Prats in the Manila Times. The parties agreed that Prats will be entitled to
10% commission and if he will be able to sell it over its price, the excess shall
be credited to the latter plus his commission. Thereafter, Prats negotiated the
land to the SSS. SSS invited Doronilla for a conference but the latter
declined and instead instructed that the former should deal with Prats
directly. Doronilla had received the full payment from SSS. When Prats
demanded from him his professional fees as real estate broker, Doronilla
refused to pay. Doronilla alleged that Prats had no right to demand the
payment not rendered according to their agreement and that the authority
extended to Prats had expired prior to the closing of the sale..
Issue: Whether petitioner was the efficient procuring cause in bringing about
the sale of respondents land to the SSS.
Ruling:
The Supreme Court ruled that Prats was not the efficient procuring cause of
the sale. It was not categorical that it was through Prats efforts that meeting
with the SSS official to close the sale took place. The court concluded that
the meeting took place independently because the SSS had manifested
disinterest in Prats intervention. However, in equity, the court noted that Prats
had diligently taken steps to bring back together Doronilla and SSS. Prats
efforts somehow were instrumental in bringing them together again and
finally consummating the sale although such finalization was after the
expiration of Prats extended exclusive authority. Doronilla was ordered to pay
Prats for his efforts and assistance in the transaction