SIASAT vs IAC
FACTS: Respondent Teresita Teresita Nacianceno succeeded in convincing officials of the then Department of Education and Culture, to purchase without public bidding, one million pesos worth of national flags for the use of public schools throughout the country. And for her service, she was entitled to a commission of thirty (30%) percent. The first delivery of 7,933 flags was made by the United Flag Industry. The next day, the respondent's authority to represent the United Flag Industry was revoked by petitioner Primitivo Siasat. According to the findings of the courts, Siasat, after receiving the payment of P469,980.00 on October 23, 1974 for the first delivery, tendered the amount of P23,900.00 or five percent (5%) of the amount received, to the respondent as payment of her commission. The respondent protested. She refused to accept the said amount insisting on the 30% commission agreed upon. The respondent was prevailed prevailed upon to accept the same because of the assurance of the petitioners that they would pay the commission in full after they delivered the other half of the order. The respondent states that she later on learned that petitioner Siasat had already received payment for the second delivery of 7,833 flags. When she confronted the petitioners, they vehemently denied receipt of the payment, at the same time claiming that the respondent had no participation whatsoever with regard to the second delivery of flags and that the agency had already been revoked. She then filed a case in court. The trial court decided in favor favor of the respondent. In assailing the appellate court's decision, the petition tenders the following arguments: arguments: first, the authorization making the respondent the petitioner's representative merely states that she could deal with any entity in connection with the marketing of their products for a commission of 30%. There was no specific authorization for the sale of 15,666 Philippine flags to the Department; second, there were two transactions involved evidenced by the separate purchase orders and separate delivery receipts, The revocation of agency effected by the parties with mutual consent on October 17, 1974, therefore, forecloses the respondent's claim of 30% commission on the second transaction; and last,regarding damages and attorneys fees. ISSUE:
Whether or not respondent is an agent of petitioners.
HELD: YES. Respondent is indeed their agent. There are several kinds of agents. First, a universal agent – one who is authorized to do all acts for his principal which can lawfully be delegated to an agent. Second, a general agent – one authorized to do all acts pertaining to a business of a certain kind or at a particular place, or all acts pertaining to a business of a particular class or series. And third, a special agent – one authorized to do some particular act or act upon some particular occasion. He acts usually in accordance with specific instructions. The respondent is upon close scrutiny be classified as a general agent. Indeed, it can easily be seen by the way general words were employed in the agreement that no restrictions were intended as to the manner the agency was to be carried out or in the place where it was to be executed. The power granted to the respondent was so broad that it
practically covers the negotiations leading to, and the execution of, a contract of sale of petitioners' merchandise with any entity or organization. A cardinal rule of evidence embodied in Section 7 Rule 130 of our Revised Rules of Court states that "when the terms of an agreement have been reduced to writing, it is to be considered as containing all such terms, and, therefore, there can be between the parties and their successors-in-interest, no evidence of the terms of the agreement other than the contents of the writing", except in cases specifically mentioned in the same rule. Petitioners have failed to show that their agreement falls under any of these exceptions. The petitioners' evidence is overcome by other pieces of evidence proving that there was only one transaction. Since only one transaction was involved, we deny the petitioners' contention that respondent Nacianceno is not entitled to the stipulated commission on the second delivery because of the revocation of the agency effected after the first delivery. The revocation of agency could not prevent the respondent from earning her commission because as the trial court opined, it came too late, the contract of sale having been already perfected and partly executed. We do not mean to question the general doctrine as to 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 however, The principal cannot deprive his agent of the commission agreed upon by canceling the agency and, thereafter, dealing directly with the buyer. DOCTRINE: Where general words were employed in an agreement that no restrictions were intended as to the manner the agency was to be carried out, a general agency is constituted. MANOTOK BROTHERS, INC vs. CA
FACTS: Manotok Bros. (Petitioner) owned a parcel of land and building which were formerly leased by City of Manila and used by Claro M. Recto High School. By means of a letter, Manotok authorized Salvador Saligumba(respondent) to negotiate with the City of Manila for the sale of the property for not less than 425K with 5% commission in the event that the sale is consummated. This authority was extended for 120 days and another 120 days. Another letter signed by the President of the Corp. authorized respondent to finalize and consummate the sale for not less than 410K and extended the authority for another 180 days. The City of Manila passed an ordinance appropriating for the payment of the 410K before the expiration of the authority of the respondent. However, the City Mayor signed it after 3 days of expiration of the authority. The sale was consummated but respondent never received any commission. This was because the petitioner refused to pay him as they did not recognize the respondent’s role as agent in the transaction. Respondent filed a case against the petitioner for the negotiation. On answer, petitioner insisted that the respondent is not entitled because: (1) the sale was not consummated within the period of his authority; and (2) the PTA president was the one responsible for the negotiation. RTC: ordered Manotok to pay respondent the commission fees with legal interest from the date of filing of complaint. CA: affirmed RTC decision.
ISSUE: Whether or not private respondent is entitled to the 5% agent’s commision HELD: YES. The SC ruled in favor of private respondent Though the sale was consummated upon expiration of his authority, he is still entitled to commission. In the case at bar, respondent is the efficient procuring cause for without his efforts, the municipality would not have anything to pass and the Mayor would not have anything to approve. When there is a close proximate and causal connection between the agent’s efforts and labor and the principal’s sale of his property, the agent is entitled to acommission. While it may be true that the PTA president followed-up the matter with the author of the ordinance and Mayor Villegas, his intervention regarding the purchase came only after the ordinance had already been passed. Without the efforts of the respondent then, the Mayor would have had nothing to approve DOCTRINE: When the agent’s effort is the efficient procuring cause in bringing about a sale, he is entitled to an agent’s commission.
LIM vs SABAN
FACTS: Eduardo Ybañez, owner of a 1,000-square meter lot in Cebu City, entered into an Agreement and Authority to Negotiate and Sell with Florencio Saban. Under the Agency Agreement, Ybañez authorized Saban to look for a buyer of the lot for P200,000.00 and to mark up the selling price to include the amounts needed for payment of taxes, transfer of title and other expenses incident to the sale, as well as Saban’s commission for the sale. Through Saban’s efforts, Ybañez and his wife were able to sell the lot to Genevieve Lim and the spouses Benjamin and Lourdes Lim. The price of the lot as indicated in the Deed of Absolute Sale isP200,000.00. The vendees agreed to purchase the lot at the price of P600,000.00, inclusive of taxes and other incidental expenses of the sale. After the sale, Lim remitted to Saban the amounts of P113,257.00 for payment of taxes due on the transaction as well as P50,000.00 as broker’scommission. Saban received checks in payment of his commission but all of them were dishonored uponp resentment. Thus, he filed a complaint for collection of sum of money and damages against Ybañez and Lim. Saban alleged that Ybañez told Lim that he (Saban) was not entitled to any commission for the sale since he concealed the actual selling price of the lot from Ybañez and because he was not a licensed real estate broker. ISSUES: (1) Whether or not Saban is entitled to receive his commission from the sale; (2) Whether or not it is Lim who is liable to pay Saban his sales commission HELD: (1) Yes. The agency was not revoked since Ybañez requested that Lim make stop payment orders for the checks payable to Saban only after the consummation of the sale. At that time, Saban had already performed his obligation as Ybañez’s agent when, through his (Saban’s) efforts, Ybañez executed the Deed of Absolute Sale of the lot with Lim and the Spouses Lim. To deprive Saban of his commission subsequent to the sale which was consummated through his efforts would be a breach of his contract of agency with Ybañez which expressly states that Saban would be entitled to any excess in the purchase price after deducting the P200,000.00 due to Ybañez and the transfer taxes and other incidental expenses of the
sale. Saban’s agency was not one coupled with an interest. an agency is deemed as one coupled with an interest where it is established for the mutual benefit of the principal and of the agent, or for the interest of the principal and of third persons, and it cannot be revoked by the principal so long as the interest of the agent or of a third person subsists. In an agency coupled with an interest, the agent’s interest must be in the subject matter of the power conferred and not merely an interest in the exercise of the power because it entitles him to compensation. When an agent’s interest is confined to earning his agreed compensation, the agency is not one coupled with an interest, since an agent’sinterest in obtaining his compensation as such agent is an ordinary incident of the age ncyrelationship. (See Art. 1927) (2) Yes. It is just and proper for Lim to pay Saban the balance of P200,000.00. Furthermore, since Ybañez received a total of P230,000.00 from Lim, or an excess of P30,000.00 from his asking price of P200,000.00, Saban may claim such excess from Ybañez’s estate, if that remedy is still available, in view of the trial court’s dismissal of Saban’s co mplaint as against Ybañez, with Saban’s express consent, due to the latter’s demise when the case was still pending DOCTRINE: The seller’s withdrawal in badfaith of the broker’s authority cannot unjustly deprive the brokers of their commission as the seller’s duly constituted agents. RAMOS vs CA
FACTS: Petitioner Emerito Ramos, a businessman, is engaged in the import-export trade and is using the name FIMCO (Farm Implement & Machinery Co.). FIMCO entered into several contracts with local merchants for the resale to them of the imported goods. Herein private respondent Cesario Calanoc was asked by pet. Ramos to sell the merchandise at a mark up price of 23% of the invoice value of the importation and that the overprice would constitute his commission. Calanoc was able to conclude a contract with Mrs. Salustiana Dee or Wellington & Co. who first agreed to pay a premium of 25% and that therefore, after deducting the 23% required mark up, would give a 2% commission to Calanoc. Calanoc informed Ramos about said agreement. However, Mrs. Dee changed her mind and instead paid only a premium of 23 ½% ISSUE: Whether or not Calanoc can demand from Ramos the 2% commission (53,320) HELD: NO. The amount of Calanoc’s commission is fluid, depending upon the overprice obtained above the 23% of the invoice value of the importation. Nothing in the agreement guaranteed Calanoc a fixed commission. What Ramos received in the Wellington %Co. transaction in excess of his original 23% mark-up price was only 13,330 and not 53, 320. DOCTRINE: GERMANN & CO., vs DONALDSON, SIM & CO.,
FACTS: Defendants-appellants.Max Leonard Tornow, the sole owner of the business carried on in Berlin and Manila under the name of Gemann & Co.executed an instrument in Berlin, Germany giving Kammerzell, his "true and lawful attorney with full power to enter the firm
name of Germann & Co. in the Commercial Registry of the city of Manila as a branch of the house of Germann & Co.in Berlin. The first-named instrument was authenticated by a notary with the formalities required by the domestic laws. The other was not so authenticated. Both Tornow and Kammerzell are citizens of Germany. Tornow is a resident of Berlin and Kammerzell of Manila. By this instrument, the purpose of this power to invest said attorney will full legal powers and authorization to direct and administer in the city of Manila for us and in our name a branch of our general commercial business of important and exportation, for which purpose he may make contracts of lease and employ suitable assistants, as well as sign every kind of documents, accounts, and obligations connected with the business which may be necessary, take charge in general of the receipt and delivery of merchandise connected with the business, sign all receipts for sums of money and collect them and exact their payment by legal means, and in general execute all the acts and things necessary for the perfect carrying on of the business committed to his charge in the same manner as we could do ourselves if we were present in the same place."The defendants claim that the original power is invalid under article 1280, No. 5, of the Civil Code, which provides that powers for suits must be contained in a public instrument. No claim is made that the document was not executed withthe formalities required by the German law in the case of such an instrument. He also claims that the original power cannot be construed as conferring upon Kammerzell authority to institute or defend suits, from which contention, if correct, it would of course follow that the delegated power is invalid. In support of this contention reliance is placed upon article1713 of the Civil Code, by which it is provided that "an agency stated in general terms only includes acts of administration," and that "in order to compromise, alienate, mortgage, or to execute any other act of strict ownership an express commission is required."Plaintiff argued that these provisions of the domestic law are not applicable to the case of an agency conferred by one foreigner upon another in an instrument executed in the country of which both were citizens. It appears that this case was brought to collect a claim accruing in the ordinary course of the plaintiff's business, as properly belonging to the class of acts described in article 1713 of the Civil Code as acts "of strict ownership." It seems rather to be something which is necessarily a part of the mere administration of such a business as that described in the instrument in question and only incidentally, if at all, involving a power to dispose of the title to property. ISSUE: Whether or not a collection suit accruing in the ordinary course of the plaintiff's business, belongs to the class of acts described in article 1713 of the Civil Code as acts "of strict ownership." HELD: NO. It appears to be expressly and specially authorized by the clause conferring the power to "exact the payment" of sums of money "by legal means." This must mean the power to exact the payment of debts due the concern by means of the institution of suits for their recovery. The main object of the instrument is clearly to make Kammerzell the manager of the Manila branch of the plaintiff's business, with the same general authority with reference to its conduct which his principal would himself possess if he were personally directing it. It cannot be reasonably supposed, in the absence of very clear language to that effect, that it was the intention of the principal to withhold from his agent a power so essential to the efficient management of the business entrusted to his control as that to sue for the collection of debts. DOCTRINE: The right to commence action for collection of debts owing to principal is not an incident of strict ownership, which must be conferred in express terms.
TROPICAL HOMES INC vs VILLALUZ
FACTS: Before the scheduled pre-trial conference for the complaint for the collection of certain sums of money filed by Private Respondent PHCC against petitioner Tropical Homes, Inc., the counsel representing the defendant, Atty. Diokno, approached the bench to request that their case be postponed for a while. When Judge Villaluz looked for the parties of the said case, he asked to see a copy of the SPA from Atty. Diokno (counsel of Pet). After reading the SPA, Judge Villaluz then and there dictated in open court, declaring the petitioner in default for failure to appear at the pre-trial since the power of attorney the petitioner had in favor of its counsel did not satisfy the requirements of Sec 1, Rule 20 of the Rules of Court in that no mention is made therein of the attorney’s authority to bind his client during the pre-trial. ISSUE: Whether or not respondent judge gravely abused his discretion in declaring the herein petitioner in default for its alleged failure to appear at the pre-trial of the case HELD: YES. It would appear that the petitioner had authorized its counsel to appear for and on its behalf where the petitioner's appearance is required and to bind the petitioner in all said instances. The pertinent portion of the special power of attorney executed by the petitioner expressly authorized its counsel- “To appear for and in its behalf in the above-entitled civil case in all circumstances where its appearance is required and to bind it in all said instances.” Although the power of attorney in question does not specifically mention the authority of petitioner's counsel to appear and bind the petitioner at the pre-trial conference, the terms of said power of attorney are comprehensive enough as to include the authority to appear for the petitioner at the pre-trial conference. DOCTRINE: Although the power of attorney in question does not specifically mention the authority of petitioner's counsel to appear and bind the petitioner at the pre-trial conference, the terms of said power of attorney are comprehensive enough as to i nclude the authority to appear for the petitioner at the pre-trial conference.
