E.

Couched in General Terms or Special Power of Attorney

Germann v. Donaldson

FACTS: This is an incident of want of personality of the plaintiff's attorney. The action is to
recover a sum claimed to be due for freight under a charter party. It was brought by virtue
of a general power for suits, executed in Manila October 27, 1900, by Fernando Kammerzell,
and purporting to be a substitution in favor of several attorneys of powers conferred upon
Kammerzell in an instrument executed in Berlin, Germany, February 5, 1900, by Max Leonard
Tornow, the sole owner of the business carried on in Berlin and Manila under the name of
Gemann & Co. 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.
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 with the formalities required by the German law
in the case of such an instrument. In support of this contention reliance is placed upon article
1713 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." The defendants
also claim 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.

ISSUE: WON the Article 1280 ang Article 1713 will apply

RULING: We should not be inclined to regard in institution of a suit like the present, which
appears to be 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. But whether
regarded as an act of strict ownership or not, 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. If there could be any doubt as to the
meaning of this language taken by itself, it would be removed by a consideration of the
general scope and purpose of the instrument in which it occurs. (See Civil Code, art. 1286.)
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 can not 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.
Strong v. Gutierrez Repide
Macke v. Camps

FACTS: Sometime between February and March 1905, B. H. Macke and W. H. Chandler --
partners doing business under the firm name of Macke, Chandler & Company -- sold to
Jose Camps and delivered at the latter's place of business known as "Washington Cafe" (a
hotel with a bar and restaurant) various bills of goods amounting to P351.50.

Macke and Chandler alleged that Ricardo Flores, who was Camps' agent and business
manager of Washington Cafe, acknowledged the receipt of said goods and made various
payments thereon amounting to P174. Flores told them he would have to wait for the
return of his principal Camps, who was away visiting provinces at the time, before he can
settle the remaining balance of P177.50.

Soon, a demand for payment of the balance was made by Macke and Chandler upon
Camps, who subsequently failed and refused to pay. Camps insisted that he was not
responsible for the balance because Flores was not his agent, and that he did not receive
any of the goods for which payment was demanded.

The trial court held for Macke and Chandler. Hence, the instant petition.

Issue: Whether Flores was Camps' agent. – YES.

A written contract dated May 25, 1904, was introduced in evidence, from which it appears
that Galmes, the former owner of Washington Cafe, subrented the building to Camps for a
year, under the condition that Camps was not to sublet or subrent the building/business
without the consent of Galmes. This contract was signed by Camps and witnessed by Flores,
with the words "managing agent" (el manejante encargado) immediately following the
latter's name.

In the absence of proof to the contrary, the SC held that this evidence was sufficient
establish that Flores was the agent of Camps in the management of the bar of the
Washington Cafe with authority to bind Camps, his principal, for the payment of the goods
mentioned in the complaint.
Flores was apparently in charge of the business, performing the duties usually entrusted to
managing agent. This left little room for doubt that he was there as authorized agent of
Camps. One who clothes another apparent authority as his agent, and holds him out to the
public as such, cannot be permitted to deny the authority of such person to act as his
agent, to the prejudice of innocent third parties dealing with such person in good faith.

Whenever a party has, by his own declaration, act, or omission, intentionally and deliberately
led another to believe a particular thing true, and to act upon such belief, he can not, in any
litigation arising out such declaration, act, or omission, be permitted to falsify it; and unless
the contrary appears, the authority of an agent must be presumed to include all the
necessary and usual means of carrying his agency into effect.

That Flores, as managing agent of the Washington Cafe, had authority to buy such
reasonable quantities of supplies as might from time to time be necessary in carrying on the
business of the hotel bar may fairly be presumed from the nature of the business, especially
in view of the fact that his principal appeared to have left him in charge during more or less
prolonged periods of absence.

Petition denied. Trial court ruling affirmed.

DOCTRINE

One who clothes another apparent authority as his agent, and holds him out to the public
as such, cannot be permitted to deny the authority of such person to act as his agent.
Katigbak v. Tai Hung Co.

FACTS: Po Ejap was the owner of a titled land w/c was mortgaged to PNB in 1919-1921, Po
Tecsi executed a general power of attorney in favor of his brother Po Ejap to perform on his
behalf the ff: "to buy, sell, or barter, assign, admit in acquittance or in any other manner to
acquire or convey all sorts of property, real and personal, businesses and industries, credits,
rights, and actions belonging to me, for whatever prices and under the conditions which he
may stipulate, paying and receiving payment in cash or in installments, and to execute the
proper instruments with the formalities provided by the law."

Po Ejap then sold the said land with its improvements to his brother Po Tecsi for the sum of
P10,000. In 1923, making use of the power conferred by his brother, Po Ejap sold absolutely
said land to Katigbak. After said sale, Po Tecsi leased the property sold, from Gabino Barreto
Po Ejap, who administered it in the name of Jose M. Katigbak, at a rental of P1,500 per month,
payable in advance, leaving unpaid the rents accrued from that date until his death which
occurred on November 26, 1926, having paid the accrued rents up to October 22, 1925; from
November 26, 1926, the defendants Po Sun Suy and Po Ching leased said land for the sum
of P1,500 per month; on February 11, 1927, Po Sun Suy was appointed administrator of the
estate of his father Po Tecsi, and filed with the court an inventory of said estate including the
land in question; and on May 23, 1927, Jose M. Katigbak sold the same property to Po Sun
Boo, Katigbak filed this action for the recovery of the rent. Po Sun Suy contends that Katigbak
is not the owner of the property (so not entitled to rents) because Po Ejap was not authorized
under the power executed by Po Tecsi to sell said land, because said power had been executed
before Po Ejap sold said land to Tecsi.

ISSUES: WON Po Ejap cannot have sold the property (on behalf of Tecsi) because the power
was executed by Tecsi before Tecsi owned the property.

RULING: The power is general and authorizes Gabino Po Ejap to sell any kind of realty
"belonging" (pertenezcan) to the principal. The use of the subjunctive "pertenezcan" (might
belong) and not the indicative "pertenecen" (belong), means that Po Tecsi meant not only the
property he had at the time of the execution of the power, but also such as he might
afterwards have during the time it was in force.
Under Act 496, every document which in any manner affects the registered land is ineffective
unless it is recorded in the registry of deeds. But such inefficacy only refers to third persons
who, in good faith, may have acquired some right to the registered land. While it is true that
a power of attorney not recorded in the registry of deeds is ineffective in order that an agent
or attorney-in-fact may validly perform acts in the name of his principal, and that any act
performed by the agent by virtue of said' power with respect to the land is ineffective against
a third person who, in good faith, may have acquired a right thereto, it does, however, bind
the principal to acknowledge the acts performed by his attorney-in-fact regarding said
property.

In the present case, while it is true that the non-registration of the power of attorney executed
by Po Tecsi in favor of his brother Gabino Barreto Po Ejap prevents the sale made by the
latter of the litigated land in favor of Jose M. Katigbak from being recorded in the registry of
deeds, it is not ineffective to compel Tecsi to acknowledge said sale.
Insular Drug Co. v. National Bank

Facts: U.E. Foerster, a salesman and collector for Insular Drug Co., was instructed to
depositchecks (total of 132) to the company’s Chartered Bank of India, Australia and China
Iloilo branch account. Foerster, his wife and clerk indorsed and deposited said checks to
Foerster’s personal account in PNB Iloilo branch instead. Foerster committed suicideafter the
anomalies were investigated by the company’s Manila branch. Insular Drug Co.filed an
action against PNB to credit the money withdrawn by Foerster and his wifeamounting to
P18,285.92.

Issue: Whether or not PNB is liable?

Held
Yes, an agent who was given authority to collect money that belonged to his principal
donot have the implied authority to indorse checks received in payment. PNB could tell that
the checks indorsed by Foerster, his wife and clerk do not belong to them but to Insular
Drug Co. Therefore, when PNB accepted and allowed these indorsed
checks to be deposited and withdrawn from Foerster’s personal account, PNB made itself
responsible to Insular Drug Co. for the amounts represented by said checks.
Hodges v. Salas

Facts: The defendants, Salas and Salas, executed a Power of Attorney in favor of their brother-
in law Felix S. Yulo to enable him to obtain a loan and secure it with a mortgage on the real
property described in transfer certificate of title No. 3335. Under the said Power of Attorney,
Yulo obtained a loan, hence binding his principals jointly and severally to pay it within 10
years subject to interest. In effect he signed a promissory note for the amount borrowed and
executed a deed of mortgage of the real property. However, the amount loaned was not
delivered to Yulo but rather the plaintiff and the agent, Yulo had an agreement that the
amount be used to pay the personal debts of the agent. The defendants failed to pay at
maturity the interest stipulated which should have been paid one year in advance. Thus,
plaintiff, Hodges therefore brought an action for foreclosure of the mortgage. The defendants
then counters such action that Yulo acted in excess of his authority.

Issue: Whether or not, Felix Yulo, being the agent, was authorized to borrow money and use
it as he wished for his personal gain by virtue of the authority conferred by the defendants.

Ruling: In the case of Manila Trading & Supply Co. vs. Uy Tiepo, the court held that an agent
who used the borrowed money for his personal gain or benefit is deemed to have exceeded
the authority conferred upon him under the power of attorney in which case should have
been specific and limited to a certain extent. As substantially provided under Article 1881 of
the Civil Code that an agent must act within the scope of his authority and may do such acts
as may be conducive to the accomplishment of the purpose of the agency. In the case at bar,
Yulo exceeded the authority provided under the Power of Attorney by using the loaned money
for his personal benefit.
Dungo v. Lopena

Petitioner: Anastacio Dungo

Respondents: Adriano Lopena, Rosa Ramos and Hon. Andres Reyes, Judge of CFI Rizal

DOCTRINE: A compromise is a contract in itself. Under Art 1878, a third person cannot bind
another to a compromise agreement unless he, the third person, has obtained a special power
of attorney for that purpose from the party intended to be bound.

When it appears that the client, on becoming aware of the compromise and the judgment
thereon, fails to repudiate promptly the action of his attorney, he will not afterwards be heard
to contest its validity.

FACTS: (Sept 10, 1959) Petitioner Dungo and one Rodrigo Gonzales purchased 3 parcels of
land from respondents. Out of the total price, downpayment was made with the agreement
that the balance would be paid in 6 monthly installments.

To secure the payment of the balance, Dungo and Gonzales executed over the same 3 parcels
of land Deed of Real Estate Mortgage in favor of Lopena and Ramos.
• Duly registered with the Office of the Register of Deeds with the condition that failure
of the vendees to pay any of the installments on their maturity dates shall automatically
cause the entire unpaid balance to become due and demandable.

Vendees defaulted on the first installment which prompted respondents to file a complaint
for the foreclosure of the mortgage.

Before trial, a compromise agreement was submitted to the lower court for approval.

- Signed by respondent Lopena and Rosa Ramos and Gonzales.

- It was not signed by herein petitioner but Gonzales represented that his signature was
both for himself and for Dungo.
- Dungo’s counsel of record was present at the preparation of the compromise
agreement and affixed his own signature.
Compromise agreement states should the defendants fail to pay the mortgage indebtedness
on the specified date, judgments of foreclosure shall be entered. Period of redemption is
waived.

Subsequently, a Tri-Party Agreement was drawn. Signatories were Dungo and Gonzales as
debtors, Lopena and Ramos as creditors and one Emma Santos as payor.

When Dungo and Gonzales failed to pay the balance of their indebtedness, Lopena and Ramos
filed a Motion for the Sale of Mortgaged Property. Lower court granted the motion and
ordered the sale.

The 3 parcels of land were sold at a public auction. The sheriff’s sale was later confirmed by
the lower court (Aug 30, 1960). Petitioner did not file any opposition

(Aug 31) Dungo filed a motion to set aside all the proceedings on the ground that the
compromise agreement was void since he did not sign it. TC denied.

Dungo filed a notice of appeal from the approval of the foreclosure sale. Respondents
opposed, saying that the judgment was not appealable because It was rendered by virtue of
the compromise agreement.

ISSUE: W/N the compromise agreement and all the proceedings subsequent thereto void
insofar as the petitioner is concerned – NO

RULING: No.

Art 2028. A compromise is a contract whereby the parties, by making reciprocal concessions,
avoid a litigation or put an end to one already commenced.

A compromise in itself is a contract.1 Under Art 1878, a third person cannot bind another to
a compromise agreement unless the third person has obtained a special power of attorney
for that purpose from the party intended to be bound.
However, although the Civil Code expressly requires a special power of attorney so that one
may compromise an interest of another, it is incorrect to conclude that its absence renders
the compromise agreement void. It is merely unenforceable. Resulting from its nature as a
contract.

Dungo had already ratified the compromise agreement as established by the Tri-Party
Agreement where it was stipulated that the PAYOR submits and binds himself to the force
and effect of the order of CFI. When it appears that the client, on becoming aware of the
compromise and judgment thereon, fails to repudiate promptly the action of his attorney, he
will not be heard to contest its validity.

Although Dungo was not a signatory, the compromise agreement benefited him in that the
agreement extended the date of maturity.

Petitioner argues that the compromise agreement could not be enforced because it had been
novated by the Tri-Party Agreement. Petitioner was mistaken. Novation by presumption has
never been favored. It needs to be established that the old and new contracts are incompatible
in all points or that the will to novate is expressly stated.

The Tri-Party Agreement was an instrument intended to render effective the compromise
agreement. It merely complemented and ratified the same. Compromise agreement was valid
and enforceable.

Petition for certiorari and mandamus filed by petitioner is dismissed.

PNB v. Sta. Maria

FACTS: The sugar crop loans were obtained by Maximo from the plaintiff bank under the
power of the attorney, executed in his favor by his brothers and sisters to mortgage a 16-odd
hectare parcel of land, jointly owned by all of them Valeriana the sister of Maximo alone also
executed in favor of her brother Maximo a special power of attorney to borrow money and
mortgage any real estate owned by her. Maximo applied for two separate crop loans with the
PNB, one in the amount of P15,000 but only P13,216.11 was extended by the PNB and the
other for P23,000 but only P12,427.57 was extended by the PNB As security for the two loans,
Maximo executed it in his own name in favor of PNB two chattel mortgages, guaranteed by
the surety bonds for the full authorized amounts of loans executed by the Associated
Insurance & Surety Co., Inc. Plaintiff Bank filed the case on February 10,1961 against defendant
Maximo Sta. Maria and his six brothers and sisters and the Associated Insurance & Suret Co.,
Inc. for the collection of unpaid balances of two sugar crop loans The Trial Court rendered
judgment in favor of the PNB. Maximo did not appeal but his siblings appealed and contended
that they had given their brother Maximo the authority to borrow money but only to mortgage
the real estate jointly owned by them and that if they are liable, the liability should not go
beyond the value of the property which they had authorized to be given as security of the
loans obtained by Maximo. They further contended that they did not benefit whatsoever from
the loans.

ISSUE: WON the SPA issued by the siblings of Maximo makes them liable for the loan
obligations of Mariano?

RULING: NO. The authority granted by defendants-appellants (except Valeriana) unto their
brother, Maximo, was merely to mortgage the property jointly owned by them. They did not
grant Maximo any authority to contract for any loans in their names and behalf. Maximo
alone, with Valeriana who authorized him-to borrow money, must answer for said loans and
the other defendants- appellants' only liability is that the real estate authorized by them to
be mortgaged would be subject to foreclosure and sale to respond for the obligations
contracted by Maximo. But they cannot be held personally liable for the payment of such
obligations. A special power of attorney to mortgage real estate is limited to such authority
to mortgage and does not bind the grantor personally to other obligations contracted by the
grantee, in the absence of any ratification or other similar act that would estop the grantor
from questioning or disowning such other obligations contracted by the grantee.
Veloso v. Court of Appeals

There was no need to execute a separate and special power of attorney since the general
power of attorney had expressly authorized the agent or attorney in fact the power to sell the
subject property. The special power of attorney can be included in the general power when it
is specified therein the act or transaction for which the special power is required.

FACTS: Petitioner owns a parcel of land and such was registered in his name when he was
still single. Later on, a new title was issued, in favor of the respondent, Escario.

Petitioner alleged that his wife, through a forged general power of attorney sold the said
parcel of land. Petitioner Veloso filed an action for annulment of documents, reconveyance of
property with damages and preliminary injunction and/or restraining order. He contended
that the sale of the property, and the subsequent transfer thereof, were null and void.
Petitioner then prayed that a TRO be issued to prevent the transfer of the property; that the
General Power of Attorney, the Deed of Absolute Sale and the TCT in favor of respondent be
annulled; and the subject property be reconveyed to him.

Defendant Aglaloma Escario in her answer alleged that she was a buyer in good faith and
denied any knowledge of the alleged irregularity. She allegedly relied on the general power
of attorney of Irma Veloso which was sufficient in form and substance and was duly notarized.
She contended that plaintiff had no cause of action against her.

In the decision of the trial court, defendant Aglaloma Escaro was adjudged the lawful owner
of the property as she was deemed an innocent purchaser for value. The assailed general
power of attorney was held to be valid and sufficient for the purpose. The trial court ruled
that there was no need for a special power of attorney when the special power was already
mentioned in the general one. It also declared that plaintiff failed to substantiate allegation
of fraud. This is affirmed by the CA.

ISSUE: Whether the petitioner’s contention is meritorious.

RULING No. An examination of the records showed that the assailed power of attorney was
valid and regular on its face. It was notarized and as such, it carries the evidentiary weight
conferred upon it with respect to its due execution. While it is true that it was denominated
as a general power of attorney, a perusal thereof revealed that it stated an authority to sell,
to wit:

"2. To buy or sell, hire or lease, mortgage or otherwise hypothecate lands, tenements and
hereditaments or other forms of real property, more specifically TCT No. 49138, upon such
terms and conditions and under such covenants as my said attorney shall deem fit and
proper."

Thus, there was no need to execute a separate and special power of attorney since the general
power of attorney had expressly authorized the agent or attorney in fact the power to sell the
subject property. The special power of attorney can be included in the general power when it
is specified therein the act or transaction for which the special power is required.

The general power of attorney was accepted by the Register of Deeds when the title to the
subject property was cancelled and transferred in the name of private Respondent. In LRC
Consulta No. 123, Register of Deeds of Albay, Nov. 10, 1956, it stated that:

"Whether the instrument be denominated as "general power of attorney" or "special power

of attorney," what matters is the extent of the power or powers contemplated upon the agent
or attorney in fact. If the power is couched in general terms, then such power cannot go
beyond acts of administration. However, where the power to sell is specific, it not being merely
implied, much less couched in general terms, there can not be any doubt that the attorney in
fact may execute a valid sale. An instrument may be captioned as "special power of attorney"
but if the powers granted are couched in general terms without mentioning any specific power
to sell or mortgage or to do other specific acts of strict dominion, then in that case only acts
of administration may be deemed conferred."

Petitioner contends that his signature on the power of attorney was falsified. He also alleges
that the same was not duly notarized for as testified by Atty. Tubig himself, he did not sign
thereon nor was it ever recorded in his notarial register. To bolster his argument, petitioner
had presented checks, marriage certificate and his residence certificate to prove his alleged
genuine signature which when compared to the signature in the power of attorney, showed
some difference.

We found, however, that the basis presented by the petitioner was inadequate to sustain his
allegation of forgery. Mere variance of the signatures cannot be considered as conclusive
proof that the same were forged. Forgery cannot be presumed. Petitioner, however, failed to
prove his allegation and simply relied on the apparent difference of the signatures. His denial
had not established that the signature on the power of attorney was not his.

Thus, the respondent, relying on the GPA, is an innocent purchaser for value.
Bravo-Guerrero v. Bravo

FACTS: Spouses Mauricio Bravo ("Mauricio") and Simona5 Andaya Bravo ("Simona") owned
two parcels of land ("Properties") located along Evangelista Street, Makati City, Metro Manila.
They have three children - Roland, Cesar and Lily, all surnamed Bravo. Cesar died without
issue. Lily Bravo married David Diaz, and had a son, David B. Diaz, Jr. ("David Jr."). Roland had
six children, namely, Lily Elizabeth Bravo-Guerrero ("Elizabeth"), Edward Bravo ("Edward"),
Roland Bravo, Jr. ("Roland Jr."), Senia Bravo, Benjamin Mauricio Bravo, and their half-sister,
Ofelia Bravo ("Ofelia").

Simona executed a General Power of Attorney ("GPA") on 17 June 1966 appointing Mauricio
as her attorney-in-fact. In the GPA, Simona authorized Mauricio to "mortgage or otherwise
hypothecate, sell, assign and dispose of any and all of my property, real, personal or mixed,
of any kind whatsoever and wheresoever situated, or any interest therein xxx." Mauricio
subsequently mortgaged the Properties to the Philippine National Bank (PNB) and
Development Bank of the Philippines (DBP) for P10,000 and P5,000, respectively.

On 25 October 1970, Mauricio executed a Deed of Sale with Assumption of Real Estate
Mortgage ("Deed of Sale") conveying the Properties to "Roland A. Bravo, Ofelia A. Bravo and
Elizabeth Bravo"8 ("vendees"). However, the Deed of Sale was not annotated on TCT Nos.
58999 and 59000. Neither was it presented to PNB and DBP. The mortage loans and the
receipts for loan payments issued by PNB and DBP continued to be in Mauricio’s name even
after his death on 20 November 1973. Simona died in 1977.

On 23 June 1997, Edward, represented by his wife, Fatima Bravo, filed an action for the judicial
partition of the Properties. Edward claimed that he and the other grandchildren of Mauricio
and Simona are co-owners of the Properties by succession. Despite this, petitioners refused
to share with him the possession and rental income of the Properties.

ISSUE: Whether Simona validly appointed Mauricio as her attorney-in-fact to dispose the
properties in question.

DECISION: The SC also agree with the trial court that Simona authorized Mauricio to dispose
of the Properties when she executed the GPA. True, Article 1878 requires a special power of
attorney for an agent to execute a contract that transfers the ownership of an immovable.
However, the Court has clarified that Article 1878 refers to the nature of the authorization,
not to its form. Even if a document is titled as a general power of attorney, the requirement
of a special power of attorney is met if there is a clear mandate from the principal specifically
authorizing the performance of the act. In Veloso v. Court of Appeals, the Court explained
that a general power of attorney could contain a special power to sell that satisfies the
requirement of Article 1878, thus: While it is true that it was denominated as a general power
of attorney, a perusal thereof revealed that it stated an authority to sell, to wit: "2. To buy or
sell, hire or lease, mortgage or otherwise hypothecate lands, tenements and hereditaments or
other forms of real property, more specifically TCT No. 49138, upon such terms and conditions
and under such covenants as my said attorney shall deem fit and proper." Thus, there was no
need to execute a separate and special power of attorney since the general power of attorney
had expressly authorized the agent or attorney in fact the power to sell the subject property.
The special power of attorney can be included in the general power when it is specified therein
the act or transaction for which the special power is required. In this case, Simona expressly
authorized Mauricio in the GPA to "sell, assign and dispose of any and all of my property,
real, personal or mixed, of any kind whatsoever and wheresoever situated, or any interest
therein xxx" as well as to "act as my general representative and agent, with full authority to
buy, sell, negotiate and contract for me and in my behalf." Taken together, these provisions
constitute a clear and specific mandate to Mauricio to sell the Properties. Even if it is called a
"general power of attorney," the specific provisions in the GPA are sufficient for the purposes
of Article 1878. These provisions in the GPA likewise indicate that Simona consented to the
sale of the Properties.