LOPEZ v. CA G.R. No.

157784 December 16, 2008

FACTS:

On 23 March 1968, Juliana executed a notarial will,whereby she expressed that she wished to constitute
a trust fund for her paraphernal properties, denominated as Fideicomiso de Juliana Lopez Manzano
(Fideicomiso), to be administered by her husband. If her husband were to die or renounce the
obligation, her nephew, Enrique Lopez, was to become administrator and executor of the Fideicomiso.
Two-thirds (2/3) of the income from rentals over these properties were to answer for the education of
deserving but needy honor students, while one-third 1/3 was to shoulder the expenses and fees of the
administrator. As to her conjugal properties, Juliana bequeathed the portion that she could legally
dispose to her husband, and after his death, said properties were to pass to her biznietos or great
grandchildren. Juliana initiated the probate of her will five (5) days after its execution, but she died on 12
August 1968, before the petition for probate could be heard. The petition was pursued instead in Special
Proceedings (S.P.) No. 706 by her husband, Jose, who was the designated executor in the will. On 7
October 1968, the Court of First Instance, Branch 3, Balayan,Batangas, acting as probate court, admitted
the will to probate and issued the letters testamentary to Jose. Jose then submitted an inventory of
Juliana’s real and personal properties with their appraised values, which was approved by the probate
court. Thereafter, Jose filed a Report dated 16 August 1969, which included a proposed project of
partition. Jose proceeded to offer a project of partition.Then, Jose listed those properties which he
alleged were registered in both his and Juliana’s names, totaling 13 parcels in all. The disputed properties
consisting of six (6) parcels, all located in Balayan, Batangas, were included in said list. On 25 August
1969, the probate court issued an order approving the project of partition. As to the properties to be
constituted into the Fideicomiso, the probate court ordered that the certificates of title thereto be
cancelled, and, in lieu thereof, new certificates be issued in favor of Jose as trustee of the Fideicomiso
covering one-half (1/2) of the properties listed under paragraph 14 of the project of partition; and
regarding the other half, to be registered in the name of Jose as heir of Juliana. The properties which
Jose had alleged as registered in his and Juliana’s names, including the disputed lots, were adjudicated to
Jose as heir, subject to the condition that Jose would settle the obligations charged on these properties.
The probate court, thus, directed that new certificates of title be issued in favor of Jose as the registered
owner thereof in its Order dated 15 September 1969. On even date, the certificates of title of the
disputed properties were issued in the name of Jose. The Fideicomiso was constituted in S.P No. 706
encompassing one-half (1/2) of the Abra de Ilog lot on Mindoro, the 1/6 portion of the lot in Antorcha St.
in Balayan, Batangas and all other properties inherited ab intestato by Juliana from her sister, Clemencia,
in accordance with the order of the probate court in S.P. No. 706. The disputed lands were excluded from
the trust. Jose died on 22 July 1980, leaving a holographic will disposing of the disputed properties to
respondents. The will was allowed probate on 20 December 1983 in S.P. No. 2675 before the RTC of
Pasay City. Pursuant to Jose’s will, the RTC ordered on 20 December 1983 the transfer of the disputed
properties to the respondents as the heirs of Jose. Consequently, the certificates of title of the disputed
properties were cancelled and new ones issued in the names of respondents. Petitioner’s father, Enrique
Lopez, also assumed the trusteeship of Juliana’s estate. On 30 August 1984, the RTC of Batangas, Branch
9 appointed petitioner as trustee of Juliana’s estate in S.P. No. 706. On 11 December 1984, petitioner
instituted an action for reconveyance of parcels of land with sum of money before the RTC of Balayan,
Batangas against respondents. The complaint essentially alleged that Jose was able to register in his
name the disputed properties, which were the paraphernal properties of Juliana, either during their
conjugal union or in the course of the performance of his duties as executor of the testate estate of
Juliana and that upon the death of Jose, the disputed properties were included in the inventory as if they
formed part of Jose’s estate when in fact Jose was holding them only in trust for the trust estate of
Juliana. The RCT dismissed the petition on the ground of prescription. The CA denied the appeals filed by
both parties. Hence, this petition.

ISSUE: Whether an implied trust was constituted over the disputed properties when Jose, the trustee,
registered them in his name.

HELD:

The disputed properties were excluded from the Fideicomiso at the outset. Jose registered the disputed
properties in his name partly as his conjugal share and partly as his inheritance from his wife Juliana,
which is the complete reverse of the claim of the petitioner, as the new trustee, that the properties are
intended for the beneficiaries of the Fideicomiso. Furthermore, the exclusion of the disputed properties
from the Fideicomiso was approved by the probate court and, subsequently, by the trial court having
jurisdiction over the Fideicomiso. The registration of the disputed properties in the name of Jose was
actually pursuant to a court order. The apparent mistake in the adjudication of the disputed properties to
Jose created a mere implied trust of the constructive variety in favor of the beneficiaries of the
Fideicomiso.

MANILA MEMORIAL PARK CEMETERY, INC., petitioner, vs. PEDRO L. LINSANGAN, respondent. G.R. No.
151319 November 22, 2004

FACTS:
 Florencia Baluyot offered Atty. Pedro L. Linsangan a lot called Garden State at the Holy Cross Memorial
Park owned by petitioner (MMPCI). According to Baluyot, a former owner of a memorial lot under
Contract No. 25012 was no longer interested in acquiring the lot and had opted to sell his rights subject
to reimbursement of the amounts he already paid. The contract was for P95,000.00. Baluyot reassured
Atty. Linsangan that once reimbursement is made to the former buyer, the contract would be transferred
to him. Atty. Linsangan agreed and gave Baluyot P35,295.00 representing the amount to be reimbursed
to the original buyer and to complete the down payment to MMPCI. Baluyot issued handwritten and
typewritten receipts for these payments. Baluyot verbally advised Atty. Linsangan that Contract No.
28660 was cancelled for reasons the latter could not explain, and presented to him another proposal for
the purchase of an equivalent property. He refused the new proposal and insisted that Baluyot and
MMPCI honor their undertaking. For the alleged failure of MMPCI and Baluyot to conform to their
agreement, Atty. Linsangan filed a Complaint for Breach of Contract and Damages against the former. For
its part, MMPCI alleged that Contract No. 28660 was cancelled conformably with the terms of the
contract because of non-payment of arrearages. MMPCI stated that Baluyot was not an agent but an
independent contractor, and as such was not authorized to represent MMPCI or to use its name except
as to the extent expressly stated in the Agency Manager Agreement.

ISSUE: Whether or not a contract of agency exists between Baluyot and MMPCI.

RULING: NO. The acts of an agent beyond the scope of his authority do not bind the principal, unless he
ratifies them, expressly or impliedly. Only the principal can ratify; the agent cannot ratify his own
unauthorized acts. Moreover, the principal must have knowledge of the acts he is to ratify. No ratification
can be implied in the instant case. Atty. Linsangan failed to show that MMPCI had knowledge of the
arrangement. As far as MMPCI is concerned, the contract price was P132,250.00, as stated in the Offer to
Purchase signed by Atty. Linsangan and MMPCI's authorized officer. Likewise, this Court does not find
favor in the Court of Appeals' findings that "the authority of defendant Baluyot may not have been
expressly conferred upon her; however, the same may have been derived impliedly by habit or custom
which may have been an accepted practice in their company in a long period of time." A perusal of the
records of the case fails to show any indication that there was such a habit or custom in MMPCI that
allows its agents to enter into agreements for lower prices of its interment spaces, nor to assume a
portion of the purchase price of the interment spaces sold at such lower price. No evidence was ever
presented to this effect.

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 respondent’s
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.

Singsong v. Isabela Sawmill G.R. No. L-27343, February 28, 1979, Fernandez, J.

Facts: In 1951, defendants entered into a contract of partnership under the firm name “Isabela Sawmill”.
In 1956 the plaintiff sold to the partnership a motor truck and two tractors. The partnership was not able
to pay their whole balance even after demand was made. One of the partners withdrew from the
partnership but instead of terminating the said partnership it was continued by the two remaining
partners under the same firm name. Plaintiffs also seek the annulment of the assignment of right with
chattel mortgage entered into by the withdrawing partner and the remaining partners. The appellants
contend that the chattel mortgage may no longer be nullified because it had been judicially approved
and said chattel mortgage had been judicially foreclosed.

Issue: Whether the withdrawal of one of the partners dissolved the partnership.

Ruling:

It does not appear that the withdrawal of the partner was not published in the newspapers. The
appellees and the public in general had a right to expect that whatever, credit they extended to the
remaining partners could be enforced against the properties of the partnership. The withdrawing
partner cannot be relieved from her liability to the creditor of the partnership due to her own fault by
not insisting on the liquidation of the partnership. Though she had acted in good faith, the appellees also
acted in good faith in extending credit to the partnership. Where one of two innocent persons must
suffer, that person who gave occasion for the damages to be caused must bear the consequences.
Technically, the partnership was dissolved by the withdrawal of one of the partners. Through her acts of
entering into a memorandum with the remaining partners misled the creditors that they were doing
business with the partnership. Hence, from the order of the lower court ordering the withdrawing
partner to pay the plaintiffs, she is thus entitled for reimbursement from the remaining partners.

Soncuya v. de Luna G.R. No. L-45464, April 28, 1939, Villa-Real, J.

Facts:
Petitioner filed a complaint against respondent for damages as a result of the fraudulent administration
of the partnership, “Centro Escolar de Senoritas” of which petitioner and the deceased Avelino Librada
were members. For the purpose of adjudicating to plaintiff damages which he alleges to have suffered as
a partner, it is necessary that a liquidation of the business be made that the end profits and losses
maybe known and the causes of the latter and the responsibility of the defendant as well as the
damages in which each partner may have suffered, maybe determined.

Issue: Whether the petitioner is entitled to damages.

Ruling:

According to the Supreme Court the complaint is not sufficient to constitute a cause of action on the part
of the plaintiff as member of the partnership to collect damages from defendant as managing partner
thereof, without previous liquidation. Thus, for a partner to be able to claim from another partner who
manages the general co-partnership, allegedly suffered by him by reason of the fraudulent
administration of the latter, a previous liquidation of said partnership is necessary.