GONZALEZ v. E.J.

HABERER
G.R. No. L-22604 February 3, 1925
FACTS:
This action is brought to recover the sum of P34,260 alleged to be due the plaintiffs from the defendant upon a
written agreement for the sale of a tract of land situated in the Province of Nueva Ecija. The plaintiffs also ask for
damages in the sum of P10,000 for the alleged failure of the defendant to comply with his part of the agreement.
The defendant in his answer admits that of the purchase price stated in the agreement a balance of P31,000 remains
unpaid, but by way of special defense, cross-complaint and counter-claim alleges that at the time of entering into the
contract the plaintiffs through false representations lead him to believe that they were in possession of the land and that
the title to the greater portion thereof was not in dispute; that on seeking to obtain possession he found that practically the
entire area of the land was occupied by adverse claimants and the title thereto disputed; that he consequently has been
unable to obtain possession of the land; and that the plaintiffs have made no efforts to prosecute the proceedings for the
registration of the land. He therefore asks that the contract be rescinded; that the plaintiffs be ordered to return to him the
P30,000 already paid by him to them and to pay P25,000 as damages for breach of the contract.
The court below dismissed the plaintiffs' complaint, declared the contract rescinded and void and gave the defendant
judgment upon his counterclaim for the sum of P30,000, with interest from the date upon which the judgment becomes
final. The case is now before this court upon appeal by the plaintiffs from that judgment.
ISSUE:
Whether Gonzalez cannot be charged with the misrepresentations of Gomez
HELD:
As to the contention that the plaintiff Gonzalez cannot be charged with the misrepresentations of Gomez, it is
sufficient to say that the latter in negotiating for the sale of the land acted as the agent and representative of the
other plaintiff, his wife; having accepted the benefit of the representations of her agent she cannot, of course,
escape liability for them. (Haskell vs. Starbird, 152 Mass., 117; 23 A.S.R., 809.)
The contention of the appellants that the symbolic delivery effected by the execution and delivery of the
agreement was a sufficient delivery of the possession of the land, is also without merit. The possession referred to in the
contract is evidently physical; if it were otherwise it would not have been necessary to mention it in the contract. ( See
Cruzado vs. Bustos and Escaler, 34 Phil., 17.)
The judgment appealed from is in accordance with the law, is fully sustained by the evidence, and is therefore
affirmed, with the costs against the appellants. So ordered.
MACONDRAY v. SELLNER
33 PHIL 370
FACTS:
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.
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.
Sellner found a purchaser, Antonio Barretto, who was willing to buythe land for P18892.5o.
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.
Barretto 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.
Because Barretto had to go to Tayabas for a business trip and wasdelayed by a typhoon, Macondray advised Sellner that
he must consummate the sale upon Barrettos return to Manila.
When he got back, Barretto told Sellner that he would pay the purchase price in a day or two if he found the documents
satisfactory.
Monday morning - Young (person from Macondray) formallynotified Sellner that the deal would be off if purchase price
was not paid before 5pm of that afternoon.

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 iled this action, claiming that the sale had been
cancelled when the purchase price was not received on Monday afternoon. There was aletter 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
Sellnersauthority had been revoked? No.
RATIO:
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 appears, nor had any reason been assigned for 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 agreed upon was all over P17,175 which 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 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(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.
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 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).
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.
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.
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

Prats v. Court of Appeals G.R. No. L-39822, January 31, 1978, Fernandez, J.
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
Ramos vs. Caoibes, 94 Phil. 440
FACTS: Concepcion Ramos appointed Caoibes through a power of attorney to collect an amount due him from the
Philippine war damage Commission. Half of that amount will then be given to the sister of Concepcion and half to her
niece and nephew as evidenced by an avidavit. Days after Concepcion died, a Check was issued to Caoibes !hen he
presented the power of attorney and avidavit and later on encashed it for himself. The administratrix discovered the
collection made by Caoibes. The administratix filed to the court asking Caoibes to deposit the money to the clerk of
court.Caoibes contended that he will deliver half of the amount to the clerk of court and then said that he had the right to
retain half of the money by virtue of the power of attorney and the Avidavit.
ISSUE:Whether Caoibes is correct !ith her contention that he had the right to retain the money by virtue of the power o"
attorney
Ruling: No. Caoibes as an agent had the obligation to deliver the amount collected by virtue of the power of attorney to his
principal, Concepcion or the administratrix since she died. No where in the in power of attorney did it state that the was a
cession of rights made in favour of Caoibes. And the prevailing provision during the time of the transaction stated that was
contract of agency is deemed gratuitous unless the agent is a professional agent and there has no showing that Caoibes
was such. Lastly, an agency is terminated by death of the principal or of the a gent. then Caoibes made use of the power
of attorney, the principal was already dead.
Additional:
Verbal donation requires the simultaneous delivery of the gift. In the absence of this requisite the donation shall produce
no effect, unless made in writing and accepted in the same form. The alleged donation was made in writing but it has not
been accepted in the same form, and consequently, has no validity.