Eurotech Industrial Technologies, Inc. v. Cuizon, 521 SCRA 584, G.R. No.

167552
Facts:
From January to April 1995, petitioner sold to Impact Systems various products. Respondents
sought to buy from petitioner one unit of sludge pump valued at ₱250,000.00 with
respondents making a down payment of ₱50,000.00. When the sludge pump arrived from the
United Kingdom, petitioner refused to deliver the same to respondents without their having
fully settled their indebtedness to petitioner. Respondent EDWIN and Alberto de Jesus,
general manager of petitioner, executed a Deed of Assignment of receivables in favor of
petitioner. Following the execution of the Deed of Assignment, petitioner delivered to
respondents the sludge pump.
RTC Ruling:
The trial court granted petitioner’s prayer for the issuance of writ of preliminary attachment. A
study of the complaint shows that in the Deed of Assignment, defendant Edwin B. Cuizon acted
in behalf of or represented Impact Systems Sales; that Impact Systems Sale is a single
proprietorship entity and the complaint shows that defendant Erwin H. Cuizon is the
proprietor; that plaintiff corporation is represented by its general manager Alberto de Jesus in
the contract which is dated June 28, 1995. Another study reveals that Impact Systems Sales
which is owned solely by defendant Erwin H. Cuizon, made a down payment of ₱50,000.00,
thereby showing that Impact Systems Sales ratified the act of Edwin B. Cuizon; the records
further show that plaintiff knew that Impact Systems Sales, the principal, ratified the act of
Edwin B. Cuizon, the agent, when it accepted the down payment of ₱50,000.00. Plaintiff,
therefore, cannot say that it was deceived by defendant Edwin B. Cuizon, since in the instant
case the principal has ratified the act of its agent and plaintiff knew about said ratification.
Plaintiff could not say that the subject contract was entered into by Edwin B. Cuizon in excess of
his powers since [Impact] Systems Sales made a down payment of ₱50,000.00 two days later. In
view of the Foregoing, the Court directs that defendant Edwin B. Cuizon be dropped as party
defendant.
CA Ruling:
Aggrieved by the adverse ruling of the trial court, petitioner brought the matter to the Court of
Appeals which, however, affirmed the 29 January 2002 Order of the court a quo. Petitioner’s
motion for reconsideration was denied by the appellate court.
Issue:
WON respondent EDWIN acted beyond the authority granted by his principal?
SC Ruling:
No, Edwin did not act beyond the authority granted by his principal.
Legal Basis:
“Art. 1897. The agent who acts as such is not personally liable to the party with whom he
contracts, unless he expressly binds himself or exceeds the limits of his authority without giving
such party sufficient notice of his powers”.

Article 1897 reinforces the familiar doctrine that an agent, who acts as such, is not personally
liable to the party with whom he contracts. The same provision, however, presents two
instances when an agent becomes personally liable to a third person. The first is when he
expressly binds himself to the obligation and the second is when he exceeds his authority. In
the last instance, the agent can be held liable if he does not give the third-party sufficient notice
of his powers.
The powers of an agent are particularly broad in the case of one acting as a general agent or
manager; such a position presupposes a degree of confidence reposed and investiture with
liberal powers for the exercise of judgment and discretion in transactions and concerns which
are incidental or appurtenant to the business entrusted to his care and management. In the
absence of an agreement to the contrary, a managing agent may enter into any contracts that
he deems reasonably necessary or requisite for the protection of the interests of his principal
entrusted to his management.
Application:
Edwin Cuizon acted well-within his authority when he signed the Deed of Assignment. To
recall, petitioner refused to deliver the one unit of sludge pump unless it received, in full, the
payment for Impact Systems’ indebtedness. The significant amount of time spent on the
negotiation for the sale of the sludge pump underscores Impact Systems’ perseverance to get
hold of the said equipment. There is, therefore, no doubt in our mind that respondent EDWIN’s
participation in the Deed of Assignment was "reasonably necessary" or was required in order
for him to protect the business of his principal. Had he not acted in the way he did, the
business of his principal would have been adversely affected and he would have violated his
fiduciary relation with his principal. It must be pointed out that in case of excess of authority by
the agent, like what petitioner claims exists here, the law does not say that a third person can
recover from both the principal and the agent
Hence, Edwin did not act beyond the authority granted by his principal.
Other laws/rulings/cases used in this case:
In a contract of agency, a person binds himself to render some service or to do something in
representation or on behalf of another with the latter’s consent. The underlying principle of the
contract of agency is to accomplish results by using the services of others – to do a great variety
of things like selling, buying, manufacturing, and transporting. Its purpose is to extend the
personality of the principal or the party for whom another acts and from whom he or she
derives the authority to act. It is said that the basis of agency is representation, that is, the
agent acts for and on behalf of the principal on matters within the scope of his authority and
said acts have the same legal effect as if they were personally executed by the principal.
The elements of the contract of agency are: (1) consent, express or implied, of the parties to
establish the relationship; (2) the object is the execution of a juridical act in relation to a third
person; (3) the agent acts as a representative and not for himself; (4) the agent acts within the
scope of his authority.
ISSUE:
Whether the act of Edwin in signing the Deed of Assignment binds his principal Impact Systems

HELD:
Yes, the act of Edwin in signing the Deed of Assignment binds Impact Systems
The Supreme Court held that in a contract of agency, a person binds himself to render some
service or to do something in representation or on behalf of another with the latter's consent.
Its purpose is to extend the personality of the principal or the party for whom another acts and
from whom he or she derives the authority to act. It is said that the basis of agency is
representation, that is, the agent acts for and on behalf of the principal on matters within the
scope of his authority and said acts have the same legal effect as if they were personally
executed by the principal.
In this case at hand, the parties do not dispute the existence of the agency relationship
between respondents ERWIN as principal and EDWIN as agent.

G.R. No. 149353 June 26, 2006 JOCELYN B. DOLES, Petitioner, vs.
MA. AURA TINA ANGELES, Respondent AUSTRIA-MARTINEZ, J.:

Facts:

Ma. Aura Tina Angeles (respondent) filed with the RTC a complaint for Specific Performance
with Damages against Jocelyn B. Doles (petitioner). Angeles alleged that Doles was indebted
to the former in the concept of a personal loan by virtue of a Deed of Absolute Sale of a
parcel of land, as well as the improvements thereon.
In order to satisfy her personal loan with Angeles, said property was mortgaged to National
Home Mortgage Finance Corporation (NHMFC) to secure Doles’ loan that as a condition for the
foregoing sale, Angeles shall assume the undue balance of the mortgage and pay the monthly
amortization for the remainder of the 25 years. The property was at that time being occupied
by a tenant paying a monthly rent of P3,000.00. Upon verification with the NHMFC, Angeles
learned that Doles had incurred arrearages. Upon informing Doles of her arrears, Doles denied
that she incurred them and refused to pay the same.
Doles denied that she borrowed money from Angeles, and averred that she referred her
friends to respondent whom she knew to be engaged in the business of lending money in
exchange for personal checks through her capitalist Arsenio Pua. She alleged that her friends,
namely, Zenaida Romulo, Theresa Moratin, Julia Inocencio, Virginia Jacob, and Elizabeth
Tomelden, borrowed money from Angeles and issued personal checks in payment of the loan
but the checks bounced for insufficiency of funds. Angeles became furious and threatened
Doles that if the accounts were not settled, a criminal case will be filed against her. She was
forced to execute an "Absolute Deed of Sale" over her property to avoid criminal prosecution.

ISSUE:
1. Whether or not Doles and Angeles are agents of their respective principals
2. Whether or not the sale has valid consideration

HELD:
1. YES. Under Article 1868 of the Civil Code, the basis of agency is representation. Agency
may even be implied from the words and conduct of the parties and the circumstances
of the particular case. Though the fact or extent of authority of the agents may not, as a
general rule, be established from the declarations of the agents alone, if one professes
to act as agent for another, she may be estopped to deny her agency both as against
the asserted principal and the third persons interested in the transaction in which he or
she is engaged. In this case, Doles knew that the financier of Angeles is Pua and
Angeles knew that the borrowers are friends of Doles.
For an agency to arise, it is not necessary that the principal personally encounter the third
person with whom the agent interacts. The law in fact contemplates, and to a great degree,
impersonal dealings where the principal need not personally know or meet the third person
with whom her agent transacts: precisely, the purpose of agency is to extend the personality
of the principal through the facility of the agent. In the case at bar, both Doles and Angeles
have undeniably disclosed to each other that they are representing someone else, and so
both of them are estopped to deny the same.

It is evident from the record that Doles merely refers actual borrowers and then collects and
disburses the amounts of the loan upon which she received a commission; and that Angeles
transacts on behalf of her "principal financier", a certain Arsenio Pua. If their respective
principals do not actually and personally know each other, such ignorance does not affect
their juridical standing as agents, especially since the very purpose of agency is to extend the
personality of the principal through the facility of the agent.

2. NO. ßIn view of the two agency relationships, Doles and Angeles are not privy to the contract
of loan between their principals. Since the sale is predicated on that loan, then the sale is void
for lack of consideration.

WILLIAM UY and RODEL ROXAS, petitioners,

vs.
COURT OF APPEALS, HON. ROBERT BALAO and NATIONAL HOUSING
AUTHORITY, respondents.
G.R. No. 120465. September 9, 1999

Facts:

William Uy and Rodel Roxas are agents authorized to sell 8 parcels of land by the owners
thereof. By virtue of such authority, they offered to sell the lands, located in Benguet to
National Housing Authority (NHA) to be utilized and developed as a housing project. On 14
February 1989, the NHA Board passed Resolution 1632 approving the acquisition of said
lands, with an area of 31.8231 hectares, at the cost of P23.867 million, pursuant to which the
parties executed a series of Deeds of Absolute Sale covering the subject lands. Of the 8 parcels
of land, however, only 5 were paid for by the NHA because of the report it received from the
Land Geosciences Bureau of the Department of Environment and Natural Resources (DENR)
that the remaining area is located at an active landslide area and therefore, not suitable for
development into a housing project. On 22 November 1991, the NHA issued Resolution 2352
cancelling the sale over the 3 parcels of land. The NHA, through Resolution 2394, subsequently
offered the amount of P1.225 million to the landowners as daños perjuicios.
On 9 March 1992, petitioners Uy and Roxas filed before the RTC Quezon City a Complaint for
Damages against NHA and its General Manager Robert Balao. After trial, the RTC rendered a
decision declaring the cancellation of the contract to be justified. The trial court nevertheless
awarded damages to plaintiffs in the sum of P1.255 million, the same amount initially offered
by NHA to petitioners as damages.

Upon appeal by petitioners, the Court of Appeals reversed the decision of the trial court and
entered a new one dismissing the complaint. It held that since there was “sufficient justifiable
basis” in cancelling the sale, “it saw no reason” for the award of damages. The Court of
Appeals also noted that petitioners were mere attorneys-in-fact and, therefore, not the real
parties-in-interest in the action before the trial court. Their motion for reconsideration having
been denied, petitioners seek relief from the Supreme Court.

ISSUES:

1. Whether or not there was legal basis for rescinding the sale.

2. Whether or not the respondent CA erred in dimissing the subject complaint, finding that the
petitioners failed to join as indispensable party plaintiff the selling lot-owners.

HELD:

1) Yes. The right of rescission or, more accurately, resolution, of a party to an obligation under
Article 1191 is predicated on breach of faith by the other party that violates the reciprocity
between them. The power to rescind, therefore, is given to the injured party. Article 1191
states that “the power to rescind obligations is implied in reciprocal ones, in case one of the
obligors should not comply with what is incumbent upon him. The injured party may choose
between the fulfillment and the rescission of the obligation, with the payment of damages in
either case. He may also seek rescission, even after he has chosen fulfillment, if the latter
should become impossible.” In the present case, the NHA did not rescind the contract. Indeed,
it did not have the right to do so for the other parties to the contract, the vendors did not
commit any breach, much less a substantial breach, of their obligation. Their obligation was
merely to deliver the parcels of land to the NHA, an obligation that they fulfilled. The NHA did
not suffer any injury by the performance thereof the cancellation was not a rescission under
Article 1191. Rather, the cancellation was based on the negation of the cause arising from the
realization that the lands, which were the object of the sale, were not suitable for housing.

Cause is the essential reason which moves the contracting parties to enter into it. In other
words, the cause is the immediate, direct and proximate reason which justifies the creation of
an obligation through the will of the contracting parties. Cause, which is the essential reason
for the contract, should be distinguished from motive, which is the particular reason of a
contracting party which does not affect the other party. Ordinarily, a party’s motives for
entering into the contract donor affect the contract. However, when the motive predetermines
the cause, the motive may be regarded as the cause.
In this case, it is clear, and petitioners do not dispute, that NHA would not have entered into
the contract were the lands not suitable for housing. In other words, the quality of the land was
an implied condition for the NHA to enter into the contract. On the part of the NHA, therefore,
the motive was the cause for its being a party to the sale. SC held that the NHA was justified in
canceling the contract. The realization of the mistake as regards the quality of the land
resulted in the negation of the motive/cause thus rendering the contract inexistent . The
Supreme Court denied the petition.

2) No. Section 2, Rule 3 of the Rules of Court requires that every action must be prosecuted and
defended in the name of the real party-in-interest. The real party-in-interest is the party who
stands to be benefited or injured by the judgment or the party entitled to the avails of the suit.
“Interest,” within the meaning of the rule, means material interest, an interest in the issue and
to be affected by the decree, as distinguished from mere interest in the question involved, or a
mere incidental interest. Cases construing the real party-in-interest provision can be more
easily understood if it is borne in mind that the true meaning of real party-in-interest may be
summarized as follows: An action shall be prosecuted in the name of the party who, by the
substantive law, has the right sought to be enforced. Where the action is brought by an
attorney-in-fact of a landowner in his name, (as in our present action) and not in the name of
his principal, the action was properly dismissed because the rule is that every action must be
prosecuted in the name of the real parties-in-interest (Section 2, Rule 3, Rules of Court).

Petitioners claim that they lodged the complaint not in behalf of their principals but in their
own name as agents directly damaged by the termination of the contract. Petitioners in this
case purportedly brought the action for damages in their own name and in their own behalf. An
action shall be prosecuted in the name of the party who, by the substantive law, has the right
sought to be enforced. Petitioners are not parties to the contract of sale between their
principals and NHA. They are mere agents of the owners of the land subject of the sale. As
agents, they only render some service or do something in representation or on behalf of their
principals. The rendering of such service did not make them parties to the contracts of sale
executed in behalf of the latter. Since a contract may be violated only by the parties thereto as
against each other, the real parties-in-interest, either as plaintiff or defendant, in inaction upon
that contract must, generally, either be parties to said contract. Petitioners have not shown
that they are assignees of their principals to the subject contracts. While they alleged that they
made advances and that they suffered loss of commissions, they have not established any
agreement granting them “the right to receive payment and out of the proceeds to reimburse
themselves for advances and commissions before turning the balance over to the principals.

ONG v. CA

G.R. No. 119858; April 29, 2003

Ponente: J. Carpio
FACTS:

That on or about July 23, 1990, Benito Ong, representing ARMAGRI International Corporation,
conspiring and confederating together did then and there willfully, unlawfully and feloniously
defraud the SOLIDBANK Corporation represented by its Accountant, DEMETRIO LAZARO, in
the following manner, to wit: the said accused received in trust from said SOLIDBANK
Corporation, 10,000 bags of urea valued at P, 2,050,000 specified in a Trust Receipt
Agreement and covered by a Letter of Credit No. DOM GD 90-009 in favor of the Fertiphil
Corporation.

Under the express obligation on the part of the said accused to account for said goods to
Solidbank Corporation and/or remit the proceeds of the sale thereof within the period
specified in the Agreement or return the goods, if unsold immediately or upon demand.

However, Ong, once in possession of said goods, far from complying with the aforesaid
obligation failed and refused and still fails and refuses to do so despite repeated demands
made upon him to that effect and with intent to defraud, willfully, unlawfully and feloniously
misapplied, misappropriated and converted the same or the value thereof to his own personal
use and benefit, to the damage and prejudice of the said Solidbank Corporation in the aforesaid
amount of P2,050,000.00 Philippine Currency.
Petitioner contends that in signing the trust receipts, he merely acted as an agent of
ARMAGRI. Petitioner asserts that nowhere in the trust receipts did he assume personal
responsibility for the undertakings of ARMAGRI which was the entrustee.

ISSUE:
Whether ARMAGRI Corp. violated the Trust Receipts Law

HELD:
No, ARMGAGRI Corp. did not violate the Trust Receipts Law

The Supreme Court held that the Trust Receipts Law recognizes the impossibility of imposing
the penalty of imprisonment on a corporation. Hence, if the entrustee is a corporation, the
law makes the officers or employees or other persons responsible for the offense liable to
suffer the penalty of imprisonment. The reason is obvious: corporations, partnerships,
associations and other juridical entities cannot be put to jail. Hence, the criminal liability falls
on the human agent responsible for the violation of the Trust Receipts Law.
In the instant case, the Bank was the entruster while ARMAGRI was the entrustee. Being the
entrustee, ARMAGRI was the one responsible to account for the goods or its proceeds in case
of sale. However, the criminal liability for violation of the Trust Receipts Law falls on the human
agent responsible for the violation.

Petitioner, who admits being the agent of ARMAGRI, is the person responsible for the offense
for two reasons. First, petitioner is the signatory to the trust receipts, the loan applications and
the letters of credit. Second, despite being the signatory to the trust receipts and the other
documents, petitioner did not explain or show why he is not responsible for the failure to turn
over the proceeds of the sale or account for the goods covered by the trust receipts.

Francisco vs GSIS (1963)

Facts:

The plaintiff, Trinidad J. Francisco, in consideration of a loan mortgaged in favor of the

defendant, Government Service Insurance System a parcel of land known as Vic-Mari
Compound, located at Baesa, Quezon City. The System extrajudicially foreclosed the mortgage
on the ground that up to that date the plaintiff-mortgagor was in arrears on her monthly
instalments. The System itself was the buyer of the property in the foreclosure sale.

The plaintiff’s father, Atty. Vicente J. Francisco, sent a letter to the general manager of the
defendant corporation, Mr. Rodolfo P. Andal. And latter the System approved the request of
Francisco to redeem the land through a telegram. Defendant received the payment and it did
not, however, take over the administration of the compound. The System then sent a letter to
Francisco informing of his indebtedness and the 1 year period of redemption has been expired.
And the System argued that the telegram sent to Francisco saying that the System has
approved the request in redeeming the property is incorrect due to clerical problems.

Issue:

WON the System is liable for the acts of its employees regarding the telegram?

Held:
Yes. There was nothing in the telegram that hinted at any anomaly, or gave ground to suspect
its veracity, and the plaintiff, therefore, can not be blamed for relying upon it. There is no
denying that the telegram was within Andal’s apparent authority. Hence, even if it were the
board secretary who sent the telegram, the corporation could not evade the binding effect
produced by the telegram. Knowledge of facts acquired or possessed by an officer or agent of
a corporation in the course of his employment, and in relation to matters within the scope of
his authority, is notice to the corporation, whether he communicates such knowledge or not.
Yet, notwithstanding this notice, the defendant System pocketed the amount, and kept silent
about the telegram not being in accordance with the true facts, as it now alleges. This silence,
taken together with the unconditional acceptance of three other subsequent remittances from
plaintiff, constitutes in itself a binding ratification of the original agreement.

CARAM JR. v. LAURETA G.R. No. L-28740 February 24, 1981

facts of the case

June 10, 1945: Marcos Mata conveyed a large tract of agricultural land in favor of Laureta. The
deed of absolute sale was not registered because it was not acknowledged before a notary
public or any other authorized officer. At the time the sale was executed, there was no
authorized officer before whom the sale could be acknowledged inasmuch as the civil
government in Tagum, Davao was not as yet organized. However, Marcos Mata delivered to
Laureta the peaceful and lawful possession of the premises of the land together with the
pertinent papers thereof such as the Owner's Duplicate OCT, sketch plan, tax declaration, tax
receipts and other papers related thereto.

Since the time of conveyance, Laureta had been in continuous, adverse and notorious
occupation of said land, without being molested, disturbed or stopped by any of the
defendants or their representatives.  May 5, 1947: the same land was sold by Marcos Mata to
Fermin Caram, Jr. The deed of sale in favor of Caram was acknowledged before Atty.
Abelardo Aportadera.

After a few days, Mata, through Attys. Abelardo Aportadera and Gumercindo Arcilla, filed with
CFI Davao a petition for the issuance of a new Owner's Duplicate OCT, alleging as ground the
loss of said title in his place – the CFI then issued an order directing the Register of Deeds of
Davao to issue a new Owner's Duplicate Cert of Title in favor of Mata and declaring the lost
title as null and void. ♡ Dec 9, 1947: The 2nd sale was registered with the Register of Deeds. A
TCT was also issued in favor of Caram.  June 25, 1959: Laureta filed in CFI Davao an action for
nullity, recovery of ownership and/or reconveyance against Mata, Caram and the Register of
Deeds of Davao City. ♡ Basically, Mata answered by alleging that Marcos was subjected to
duress, threat and intimidation into selling his only property to Laureta, the latter being the
commanding officer of the 10th division USFIP (US Forces in the Phils). Marcos further denies
the 2nd sale to Caram – he alleges that his consent was obtained through fraud and
misrepresentation (he is illiterate and ignorant and did not know what he was signing; and that
there is no consideration)

♡ Caram, on the other hand, alleged that he has no knowledge or information about the
previous encumbrances, transactions, and alienations until the filing of the complaints.  TC
ruled in favor of Laureta – the private deed of sale prevails over the other DOS in favor of
Caram. 

CA affirmed TC.  Caram assails the finding of TC that the second sale of the property was
made through his representatives, Pedro Irespe and Atty. Aportadera. He argues that Pedro
Irespe was acting merely as a broker or intermediary with the specific task and duty to pay
Marcos Mata the sum of P1,000 for the latter's property and to see to it that the requisite deed
of sale covering the purchase was properly executed by Marcos Mata; that the Identity of the
property to be bought and the price of the purchase had already been agreed upon by the
parties; and that the other alleged representative, Atty. Aportadera, merely acted as a notary
public in the execution of the deed of sale.

issues + ratio

1. WON Irespe and Aportadera were attorneys-in-fact of Caram for the purpose of buying
the property in question.

– YES. The facts of record show that Mata, the vendor, and Caram, the second vendee
had never met. During the trial, Marcos testified that he knows Atty. Aportadera but did
not know Caram. Thus, the sale of the property could have only been through Caram's
representatives, Irespe and Aportadera. The petitioner, 1

in his answer, admitted that Atty. Aportadera acted as his notary public and attorney-in-fact at
the same time in the purchase of the property.

2. WON Irespe and Atty. Aportadera acted in BF –

YES. The SC agreed with the TC’s finding1 that Irespe and Aportadera, acting as agents
of Caram, purchased the property of Mata in bad faith. Even if Irespe and Aportadera
did not have actual knowledge of the first sale, still their actions have not satisfied the
requirement of good faith. Irespe and Aportadera had knowledge of circumstances
which ought to have put them on inquiry. Both of them knew that Mata's certificate of
title together with other papers pertaining to the land was taken by soldiers under the
command of Col. Laureta. Added to this is the fact that at the time of the second sale
 Laureta was already in possession of the land. The rule of caveat emptor requires the
purchaser to be aware of the supposed title of the vendor and one who buys without
checking the vendor's title takes all the risks and losses consequent to such failure.

3. WON Caram can be considered to have acted in bad faith because of his agents –

YES. Applying the principle of agency, Caram as principal, should also be deemed to
have acted in bad faith. (YES, yan lang talaga) 4. Who is entitled to the land? Laureta.
Since Caram was a registrant in bad faith – the situation is as if there was no
registration at all. So, the 1st possessor in GF should be determined – Laureta was first
in possession of the property and he is also a possessor in good faith. It is true that
Mata had alleged that the deed of sale in favor of Laureta was procured by force. Such
defect, was cured when, after the lapse of four years from the time the intimidation
ceased, Mata lost both his rights to file an action for annulment or to set up nullity of
the contract as a defense in an action to enforce the same.

5. WON Laureta’s action has prescribed – NO. The 2nd deed of sale is NOT a voidable
contract (action for annulment need not be brought within 4 years from discovery of the
fraud). Dolo causante as a ground for the annulment of contract is specifically described
in Art 1338 NCC as "insidious words or machinations of one of the contracting parties"
which induced the other to enter into a contract, and "without them, he would not have
agreed to". Thus, the second deed of sale is not a voidable contract. No evidence
whatsoever was shown that through insidious words or machinations, the
representatives of Caram, Irespe and Aportadera had induced Mata to enter into the
contract. A more important reason is that the second contract of sale, having been
registered in bad faith, is null and void. Art 1410 CC provides that any action or defense
for the declaration of the inexistence of a contract does not prescribe. In addition, the
fact that the second contract is not considered void under Art 1409 and that Art 1544
does not declare void a deed of sale registered in bad faith does not mean that said
contract is not void. Art 1544 specifically provides who shall be the owner in case of a
double sale of an immovable property. To give full effect to this provision, the status of
the two contracts must be declared valid so that one vendee’s contract must be
declared void to cut off all rights which may arise from said contract. Otherwise, Article
1544 will be meaningless.

The first sale in favor of Laureta prevails over the sale in favor of Caram.

There is every reason to believe that Irespe and he had known of the sale of the property in
question to Laureta on the day Mata and Irespe, accompanied by Mansaca, went to the office
of Atty. Aportadera for the sale of the same property to Caram, Jr., represented by Irespe as
attorney-in-fact. Mansaca was with the two — Irespe and Mata — to engage the services of
Atty. Aportadera in the annulment of the sale of his land to Laureta. When Mansaca narrated to
Atty. Aportadera the circumstances under which his property had been sold to Laureta, he must
have included in the narration the sale of the land of Mata, for the two properties had been
sold on the same occasion and under the same circumstances

G.R. No. L-18377           December 29, 1962

ANASTACIO G. DUÑGO, petitioner,
vs.
ADRIANO LOPENA, ROSA RAMOS and HON. ANDRES REYES, Judge of the Court of First
Instance of Rizal, respondents.

29 Dec 1962

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.

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.

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. Trial Court 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.

RATIO:

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.

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.

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.

G.R. No. 171460               July 24, 2007

LILLIAN N. MERCADO, CYNTHIA M. FEKARIS, and JULIAN MERCADO, JR., represented by
their Attorney-In-Fact, ALFREDO M. PEREZ, Petitioners,
vs.
ALLIED BANKING CORPORATION, Respondent.

Facts:

Petitioners are heirs of Perla N. Mercado (Perla). Perla, during her lifetime, owned several
pieces of real property situated in different provinces of the Philippines.

Respondent, on the other hand, is a banking institution duly authorized as such under the
Philippine laws.

Perla executed a Special Power of Attorney (SPA) in favor of her husband, Julian D. Mercado
(Julian) over several pieces of real property registered under her name, authorizing the latter
to perform the following acts:

To act in my behalf, to sell, alienate, mortgage, lease and deal otherwise over the different
parcels of land described hereinafter, to wit:... a) Calapan, Oriental Mindoro Properties covered
by Transfer Certificates of Title Nos. T-53618 - 3,522 Square Meters, T-46810 3,953 Square
Meters, T-53140 177 Square Meters, T-21403 263 square Meters, T- 46807 39 Square Meters of
the Registry of Deeds of Oriental

Mindoro;... b) Susana Heights, Muntinlupa covered by Transfer Certificates of Title Nos. T-

108954 600 Square Meters and RT-106338 805 Square Meters of the Registry of Deeds of Pasig
(now Makati);... c) Personal property 1983 Car with Vehicle Registration No. R-16381; Model
1983; Make Toyota; Engine No. T- 2464

To sign for and in my behalf any act of strict dominion or ownership any sale, disposition,
mortgage, lease or any other transactions including quit-claims, waiver and relinquishment of
rights in and over the parcels of land situated in General Trias, Cavite, covered by

Transfer Certificates of Title Nos. T-112254 and T-112255 of the Registry of Deeds of Cavite, in
conjunction with his co-owner and in the person ATTY. AUGUSTO F. DEL ROSARIO;

To exercise any or all acts of strict dominion or ownership over the above-mentioned
properties, rights and interest therein.

On the strength of the aforesaid SPA, Julian... obtained a loan from the respondent in the
amount of P3,000,000.00, secured by real estate mortgage constituted on TCT No. RT-18206
(106338) which covers a parcel of land with an area of 805... square meters, registered with the
Registry of Deeds of Quezon City (subject property).

Still using the subject property as security, Julian obtained an additional loan from the
respondent in the sum of P5,000,000.00,... no property identified in the SPA as TCT No. RT
18206 (106338) and registered with the Registry of Deeds of Quezon City. What was identified
in the SPA instead was the property covered by TCT No. RT-106338 registered with the Registry
of Deeds of Pasig.

Julian defaulted on the payment of his loan obligations. Thus, respondent initiated extra-
judicial foreclosure proceedings over the subject property which was subsequently sold at
public auction wherein the respondent was declared as the highest bidder...

petitioners initiated with the RTC an action for the annulment of REM constituted over the
subject property on the ground that the same was not covered by the SPA and that the said
SPA, at the time the loan obligations were contracted, no longer had force and... effect since it
was previously revoked by Perla on 10 March 1993, as evidenced by the Revocation of SPA
signed by the latter.

Petitioners likewise alleged that together with the copy of the Revocation of SPA, Perla...
notified the Registry of Deeds of Quezon City that any attempt to mortgage or sell the subject
property must be with her full consent documented in the... form of an SPA duly
authenticated before the Philippine Consulate General in New York.

In the absence of authority to do so, the REM constituted by Julian over the subject property
was null and void; thus, petitioners likewise prayed that the subsequent extra-judicial
foreclosure proceedings and the auction sale of the subject property be also nullified.

RTC rendered a Decision declaring the REM constituted over the subject property null and
void, for Julian was not authorized by the terms of the SPA to mortgage the same.

The court a quo likewise ordered that the foreclosure proceedings and... the auction sale
conducted pursuant to the void REM, be nullified.

the Court of Appeals reversed the RTC Decision and upheld the validity of the REM
constituted over the subject property on the strength of the SPA.

Issues:

WHETHER OR NOT THERE WAS A VALID MORTGAGE CONSTITUTED OVER SUBJECT PROPERTY

WHETHER OR NOT THERE WAS A VALID REVOCATION OF THE SPA.

WHETHER OR NOT THE RESPONDENT WAS A MORTGAGEE-IN- GOOD FAITH.

Ruling:

For a mortgage to be valid, Article 2085 of the Civil Code enumerates the following essential
requisites:

Art. 2085. The following requisites are essential to the contracts of pledge and mortgage:
(1) That they be constituted to secure the fulfillment of a principal obligation;

(2) That the pledgor or mortgagor be the absolute owner of the thing pledged or mortgaged;

(3) That the persons constituting the pledge or mortgage have the free disposal of their
property, and in the absence thereof, that they be legally authorized for the purpose.

Third persons who are not parties to the principal obligation may secure the latter by pledging
or mortgaging their own property

since it was not Perla who personally mortgaged her own property to secure Julian's loan
obligations with respondent, we proceed to determining if she duly authorized Julian to do so
on her behalf.

Under Article 1878 of the Civil Code, a special power of attorney is necessary in cases where
real rights over immovable property are created or conveyed.[12] In the SPA executed by Perla
in favor of Julian on 28 May 1992, the latter was conferred with the... authority to "sell,
alienate, mortgage, lease and deal otherwise" the different pieces of real and personal property
registered in Perla's name. The SPA likewise authorized Julian "[t]o exercise any or all acts of
strict dominion or ownership" over the... identified properties, and rights and interest therein.
The existence and due execution of this SPA by Perla was not denied or challenged by
petitioners

There is no question therefore that Julian was vested with the power to mortgage the pieces of
property identified in the SPA. However, as to whether the subject property was among those
identified in the SPA, so as to render Julian's mortgage of the same valid, is a question we...
still must resolve.

After an examination of the literal terms of the SPA, we find that the subject property was not
among those enumerated therein. There is no obvious reference to the subject property
covered by TCT No. RT-18206 (106338) registered with the Registry of Deeds of Quezon City.

There was also nothing in the language of the SPA from which we could deduce the intention
of Perla to include the subject property therein. We cannot attribute such alleged intention to
Perla who executed the SPA when the language of the instrument is bare of any indication...
suggestive of such intention. Contrariwise, to adopt the intent theory advanced by the
respondent, in the absence of clear and convincing evidence to that effect, would run afoul of
the express tenor of the SPA and thus defeat Perla's true intention.

Equally relevant is the rule that a power of attorney must be strictly construed and pursued.
The instrument will be held to grant only those powers which are specified therein, and the
agent may neither go beyond nor deviate from the power of attorney.[15]

Where powers and duties are specified and defined in an instrument, all such powers and
duties are limited and are confined to those which are specified and defined, and all other
powers and duties are excluded.[16] This is but in accord with the... disinclination of courts to
enlarge the authority granted beyond the powers expressly given and those which incidentally
flow or derive therefrom as being usual and reasonably necessary and proper for the
performance of such express powers.

Assuming arguendo that the subject property was indeed included in the SPA executed by Perla
in favor of Julian, the said SPA was revoked by virtue of a public instrument executed by Perla
on 10 March 1993. To address respondent's assertion that the said revocation... was
unenforceable against it as a third party to the SPA and as one who relied on the same in good
faith, we quote with approval the following ruling of the RTC on this matter:

Moreover, an agency is extinguished, among others, by its revocation (Article 1999, New Civil
Code of the Philippines). The principal may revoke the agency at will, and compel the agent to
return the document evidencing the agency. Such revocation may be... express or implied
(Article 1920, supra).

In this case, the revocation of the agency or Special Power of Attorney is expressed and by a
public document executed on March 10, 1993.

The property listed in the real estate mortgages Julian executed in favor of PNB is the one
covered by "TCT#RT-18206(106338)." On the other hand, the Special Power of Attorney
referred to TCT No. "RT-106338 805 Square Meters of the Registry of Deeds of Pasig... now
Makati." The palpable difference between the TCT numbers referred to in the real estate
mortgages and Julian's SPA, coupled with the fact that the said TCTs are registered in the
Registries of Deeds of different cities, should have put respondent on guard. Respondent's
claim... of prudence is debunked by the fact that it had conveniently or otherwise overlooked
the inconsistent details appearing on the face of the documents, which it was relying on for its
rights as mortgagee, and which significantly affected the identification of the property being...
mortgaged.

we laid down the principle that where the mortgagee does not directly deal with the registered
owner of real property, the law requires that a higher degree of prudence be exercised by the
mortgagee,... thus:

While [the] one who buys from the registered owner does not need to look behind the
certificate of title, one who buys from [the] one who is not [the] registered owner is expected
to examine not only the certificate of title but all factual circumstances necessary... for [one] to
determine if there are any flaws in the title of the transferor, or in [the] capacity to transfer the
land. Although the instant case does not involve a sale but only a mortgage, the same rule
applies inasmuch as the law itself includes a mortgagee in the term"purchaser."[22]

This principle is applied more strenuously when the mortgagee is a bank or a banking
institution. Thus, in the case of Cruz v. Bancom Finance Corporation,[23] we ruled:

Respondent, however, is not an ordinary mortgagee; it is a mortgagee-bank. As such, unlike

private individuals, it is expected to exercise greater care and prudence in its dealings, including
those involving registered lands. A banking institution is expected to... exercise due diligence
before entering into a mortgage contract. The ascertainment of the status or condition of a
property offered to it as security for a loan must be a standard and indispensable part of its
operations.[24]

Hence, considering that the property being mortgaged by Julian was not his, and there are
additional doubts or suspicions as to the real identity of the same, the respondent bank should
have proceeded with its transactions with Julian only with utmost caution. As a bank,...
respondent must subject all its transactions to the most rigid scrutiny, since its business is
impressed with public interest and its fiduciary character requires high standards of integrity
and performance.[25] Where respondent acted in undue haste in... granting the mortgage
loans in favor of Julian and disregarding the apparent defects in the latter's authority as agent,
it failed to discharge the degree of diligence required of it as a banking corporation.

Thus, even granting for the sake of argument that the subject property and the one identified in
the SPA are one and the same, it would not elevate respondent's status to that of an innocent
mortgagee. As a banking institution, jurisprudence stringently requires that respondent...
should take more precautions than an ordinary prudent man should, to ascertain the status and
condition of the properties offered as collateral and to verify the scope of the authority of the
agents dealing with these. Had respondent acted with the required degree of diligence,... it
could have acquired knowledge of the letter dated 23 January 1996 sent by Perla to the
Registry of Deeds of Quezon City which recorded the same. The failure of the respondent to
investigate into the circumstances surrounding the mortgage of the subject property belies its...
contention of good faith.

we find that the real estate mortgages constituted over the subject property are
unenforceable and not null and void,... Unenforceable contracts are those which cannot be
enforced by a proper action in court, unless they are ratified, because either they are entered
into without or in excess of authority or they do not comply... with the statute of frauds or
both of the contracting parties do not possess the required legal capacity.

LILY ELIZABETH BRAVO-GUERRERO, BEN MAURICIO P. BRAVO, 1 ROLAND P. BRAVO, JR.,

OFELIA BRAVO-QUIESTAS, HEIRS OF CORPUSINIA BRAVO-NIOR namely: GERSON U. NIOR,
MARK GERRY B. NIOR, CLIFF RICHARD B. NIOR, BRYAN B. NIOR, WIDMARK B. NIOR, SHERRY
ANNE B. NIOR, represented by LILY ELIZABETH BRAVO-GUERRERO as their attorney-in-fact,
and HONORABLE FLORENTINO A. TUASON, JR., Presiding Judge, Regional Trial Court, Branch
139, Makati City, Petitioners,

vs.
EDWARD P. BRAVO, represented by his attorney-in-fact FATIMA C. BRAVO, respondent, and
DAVID B. DIAZ, JR., intervenor-respondent.

G.R. No. 152658

Facts:

Spouses Mauricio Bravo and Simona Andaya-Bravo owned two parcels of land located along
Evangelista Street, Makati City, Metro Manila. Mauricio and Simona had 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. 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 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. 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. 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" ("vendees"). The sale was conditioned on the
payment of P1,000 and on the assumption by the vendees of the PNB and DBP mortgages over
the Properties.

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.

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. Edward later amended his complaint to
include a prayer to annul the Deed of Sale, which he claimed was merely simulated to prejudice
the other heirs.

The trial court upheld Mauricio’s sale of the Properties to the vendees. The trial court ruled
that the sale did not prejudice the compulsory heirs, as the Properties were conveyed for
valuable consideration. The trial court also noted that the Deed of Sale was duly notarized and
was in existence for many years without question about its validity.

Dissatisfied, Edward and David Jr. ("respondents") filed a joint appeal to the Court of Appeals.
Citing Article 166 of the Civil Code ("Article 166"), the Court of Appeals declared the Deed of
Sale void for lack of Simona’s consent. The appellate court held that the GPA executed by
Simona in 1966 was not sufficient to authorize Mauricio to sell the Properties because Article
1878 of the Civil Code ("Article 1878") requires a special power of attorney for such
transactions. The appellate court reasoned that the GPA was executed merely to enable
Mauricio to mortgage the Properties, not to sell them.

The Court of Appeals also found that there was insufficient proof that the vendees made the
mortgage payments on the Properties, since the PNB and DBP receipts were issued in
Mauricio’s name. The appellate court opined that the rental income of the Properties, which
the vendees never shared with respondents, was sufficient to cover the mortgage payments to
PNB and DBP.

The Court of Appeals declared the Deed of Sale void and ordered the partition of the
Properties in its Decision of 21 December 2001 ("CA Decision"), as follows:

1. The Deed of Sale with Assumption of Real Estate Mortgage (Exh. 4) dated 28 October 1970 is
hereby declared null and void;

2. Judicial Partition on the questioned properties is hereby GRANTED in the following manner:

Issue:

Whether or not CA correct in not upholding the validity of the deed of sale with assumption of
mortgage.

Held:

No.

declaring VALID the Deed of Sale

Ratio:

Art. 166. Unless the wife has been declared a non compos mentis or a spendthrift, or is under
civil interdiction or is confined in a leprosarium, the husband cannot alienate or encumber any
real property of the conjugal partnership without the wife's consent. If she refuses
unreasonably to give her consent, the court may compel her to grant the same.

This article shall not apply to property acquired by the conjugal partnerships before the
effective date of this Code.

Article 166 expressly applies only to properties acquired by the conjugal partnership after the
effectivity of the Civil Code of the Philippines ("Civil Code"). The Civil Code came into force on
30 August 1950. Although there is no dispute that the Properties were conjugal properties of
Mauricio and Simona, the records do not show, and the parties did not stipulate, when the
Properties were acquired. [17] Under Article 1413 of the old Spanish Civil Code, the husband
could alienate conjugal partnership property for valuable consideration without the wife's
consent. Even under the present Civil Code, however, the Deed of Sale is not void. It is well-
settled that contracts alienating conjugal real property without the wife's consent are merely
voidable under the Civil Code - that is, binding on the parties unless annulled by a competent
court - and not void ab initio.

Article 166 must be read in conjunction with Article 173 of the Civil Code ("Article 173"). The
latter prescribes certain conditions before a sale of conjugal property can be annulled for lack
of the wife's consent, as follows:

Art. 173. The wife may, during the marriage and within ten years from the transaction
questioned, ask the courts for the annulment of any contract of the husband entered into
without her consent, when such consent is required, or any act or contract of the husband
which tends to defraud her or impair her interest in the conjugal partnership property. Should
the wife fail to exercise this right, she or her heirs after the dissolution of the marriage, may
demand the value of property fraudulently alienated by the husband. (Emphasis supplied)

Under the Civil Code, only the wife can ask to annul a contract that disposes of conjugal real
property without her consent. The wife must file the action for annulment during the marriage
and within ten years from the questioned transaction. Article 173 is explicit on the remedies
available if the wife fails to exercise this right within the specified period. In such case, the wife
or her heirs can only demand the value of the property provided they prove that the husband
fraudulently alienated the property. Fraud is never presumed, but must be established by clear
and convincing evidence.

Respondents' action to annul the Deed of Sale based on Article 166 must fail for having been
filed out of time. The marriage of Mauricio and Simona was dissolved when Mauricio died in
1973. More than ten years have passed since the execution of the Deed of Sale.

Further, respondents, who are Simona's heirs, are not the parties who can invoke Article 166.
Article 173 reserves that remedy to the wife alone. Only Simona had the right to have the sale
of the Properties annulled on the ground that Mauricio sold the Properties without her
consent.

Simona, however, did not assail the Deed of Sale during her marriage or even after Mauricio's
death. The records are bereft of any indication that Simona questioned the sale of the
Properties at any time. Simona did not even attempt to take possession of or reside on the
Properties after Mauricio's death. David Jr., who was raised by Simona, testified that he and
Simona continued to live in Pasay City after Mauricio's death, while her children and other
grandchildren resided on the Properties.
WHEREFORE, we REVERSE the Decision of 21 December 2001 of the Court of Appeals in CA-G.R.
CV No. 67794. We REINSTATE the Decision of 11 May 2000 of the Regional Trial Court of
Makati, Branch No. 139, in Civil Case No. 97-137, declaring VALID the Deed of Sale with
Assumption of Mortgage dated 28 October 1970, with the following MODIFICATIONS:

1. We GRANT judicial partition of the subject Properties in the following manner:

a. Petitioner LILY ELIZABETH BRAVO-GUERRERO is entitled to one-third (1/3) of the Properties;

b. Petitioner OFELIA BRAVO-QUIESTAS is entitled to one-third (1/3) of the Properties; and

c. The remaining one-third (1/3) portion of the Properties should be divided equally between
the children of ROLAND BRAVO.

2. The other heirs of ROLAND BRAVO must reimburse ROLAND BRAVO, JR. for whatever
expenses the latter incurred in paying for and securing the release of the mortgage on the
Properties.

PRIMITIVO SIASAT and MARCELINO SIASAT, petitioners,

vs.
INTERMEDIATE APPELLATE COURT and TERESITA NACIANCENO, respondents.,
GR No. 67889, 1985-10-10

Facts:
Nacianceno succeeded in convincing officials of the then Department of Education and
Culture, hereinafter called Department, to purchase without public bidding, one million pesos
worth of national flags for the use of public schools... throughout the country.
was able to expedite the approval of the purchase by handcarrying the different indorsements
from one office to another... all the legal requirements had been complied with, except the...
release of the purchase orders.
Nacianceno was informed... that the purchase orders could not be released unless a formal
offer to deliver the flags in accordance with the required specifications was first submitted...
for approval... the following document (Exhibit A) was drawn up:
"Mrs. Tessie Nacianceno,... "This is to formalize our agreement for you to represent United
Flag Industry to deal with any entity or organization, private or government in connection with
the marketing of our products flags and all its accessories.
"For your service, you will be entitled to a commission of thirty (30%) percent.
Signed
Mr. Primitivo Siasat... first delivery of 7,933 flags was made
The next day, on October 17, 1974, the respondent's authority to represent the United Flag
Industry was revoked by petitioner Primitivo Siasat
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... latter allegedly protested... was prevailed
upon to accept the same, however, because of the assurance of the petitioners that they would
pay the commission in full after... they delivered the other half of the order.
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.

trial court decided in favor of the respondent.

decision was affirmed in toto by the Intermediate Appellate Court.
Issues:
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;
Ruling:
There are several kinds of agents
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.
no merit in petitioners' allegations that the contract of agency between the parties was
entered into under fraudulent representation because respondent "would not disclose the
agency with which she was supposed to transact and made the petitioner believe that she
would... be dealing with the Visayas", and that "the petitioner had known of the transactions
and/or project for the said purchase of the Philippine flags by the Department of Education and
Culture and precisely it was the one being followed up also by petitioner."
There was nothing to prevent the petitioners from stating in the contract of agency that the
respondent could... represent them only in the Visayas. Or to state that the Department of
Education and Culture and the Department of National Defense, which alone would need a
million pesos worth of flags, are outside the scope of the agency.
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... respondent was given
ample authority to transact with the Department in behalf of the petitioners. Equally without
merit is the petitioners' proposition that the transaction involved two separate contracts
because there were two purchase orders and two deliveries.
The petitioners' evidence is overcome by other pieces of evidence proving that there was
only one transaction.
If the contracts were separate and distinct from one another, the whole or at least a substantial
part of the government's supply procurement process would have been repeated. In this case,
what were issued were mere indorsements for the release of funds and authorization... for the
next purchase.
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.
Principles:
An agent may be (1) universal; (2) general, or (3) special. A universal agent is one authorized
to do all acts for his principal which can lawfully be delegated to an agent. So far as such a
condition is possible, such an agent may be said to have... universal authority.
A general agent is 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. He has usually
authority either expressly conferred in general terms or in effect... made general by the usages,
customs or nature of the business which he is authorized to transact.
"An agent, therefore, who is empowered to transact all the business of his principal of a
particular kind or in a particular place, would, for this reason, be ordinarily deemed a general
agent. (Mec. Sec. 60).
"A special agent is one authorized to do some particular act or to act upon some particular
occasion. He acts usually in accordance with specific instructions or under limitations
necessarily implied from the nature of the act to be done.

G.R. No. 157493 February 5, 2007

OESMER, Petitioners, vs. PARAISO DEVELOPMENT CORPORATION, Respondent.
The facts of the case are as follows:
Petitioners Rizalino, Ernesto, Leonora, Bibiano, Jr., Librado, and Enriqueta, all surnamed
Oesmer, together with Adolfo Oesmer (Adolfo) and Jesus Oesmer (Jesus), are brothers and
sisters, and the co-owners of undivided shares of two parcels of agricultural and tenanted
land situated in Barangay Ulong Tubig, Carmona, Cavite, identified as Lot 720 with an area of
40,507 square meters (sq. m.) and Lot 834 containing an area of 14,769 sq. m., or a total land
area of 55,276 sq. m. Both lots are unregistered and originally owned by their parents,
Bibiano Oesmer and Encarnacion Durumpili, who declared the lots for taxation purposes under
Tax Declaration No. 34383 (cancelled by I.D. No. 6064-A) for Lot 720 and Tax Declaration No.
34374 (cancelled by I.D. No. 5629) for Lot 834. When the spouses Oesmer died, petitioners,
together with Adolfo and Jesus, acquired the lots as heirs of the former by right of succession.
Respondent Paraiso Development Corporation is known to be engaged in the real estate
business.
Sometime in March 1989, Rogelio Paular, a resident and former Municipal Secretary of
Carmona, Cavite, brought along petitioner Ernesto to meet with a certain Sotero Lee,
President of respondent Paraiso Development Corporation, at Otani Hotel in Manila. The said
meeting was for the purpose of brokering the sale of petitioners’ properties to respondent
corporation.
Pursuant to the said meeting, a Contract to Sell was drafted by the Executive Assistant of
Sotero Lee, Inocencia Almo. On 1 April 1989, petitioners Ernesto and Enriqueta signed the
aforesaid Contract to Sell. A check in the amount of ₱100,000.00, payable to Ernesto, was
given as option money. Sometime thereafter, Rizalino, Leonora, Bibiano, Jr., and Librado also
signed the said Contract to Sell.
However, two of the brothers, Adolfo and Jesus, did not sign the document.
On 5 April 1989, a duplicate copy of the instrument was returned to respondent corporation.
On 21 April 1989, respondent brought the same to a notary public for notarization.
In a letter6 dated 1 November 1989, addressed to respondent corporation, petitioners
informed the former of their intention to rescind the Contract to Sell and to return the
amount of ₱100,000.00 given by respondent as option money.
Respondent did not respond to the aforesaid letter. On 30 May 1991, herein petitioners,
together with Adolfo and Jesus, filed a Complaint7 for Declaration of Nullity or for Annulment
of Option Agreement or Contract to Sell with Damages before the Regional Trial Court (RTC) of
Bacoor, Cavite. The said case was docketed as Civil Case No. BCV-91-49.
During trial, petitioner Rizalino died. Upon motion of petitioners, the trial court issued an
Order,8 dated 16 September 1992, to the effect that the deceased petitioner be substituted by
his surviving spouse, Josefina O. Oesmer, and his children, Rolando O. Oesmer and Fernando O.
Oesmer. However, the name of Rizalino was retained in the title of the case both in the RTC and
the Court of Appeals.
After trial on the merits, the lower court rendered a Decision9 dated 27 March 1996 in favor of
the respondent, the dispositive portion of which reads:
WHEREFORE, premises considered, judgment is hereby rendered in favor of herein
[respondent] Paraiso Development Corporation. The assailed Contract to Sell is valid and
binding only to the undivided proportionate share of the signatory of this document and
recipient of the check, [herein petitioner] co-owner Ernesto Durumpili Oesmer. The latter is
hereby ordered to execute the Contract of Absolute Sale concerning his 1/8 share over the
subject two parcels of land in favor of herein [respondent] corporation, and to pay the latter
the attorney’s fees in the sum of Ten Thousand (₱10,000.00) Pesos plus costs of suit.
The counterclaim of [respondent] corporation is hereby Dismissed for lack of merit.10
Unsatisfied, respondent appealed the said Decision before the Court of Appeals. On 26 April
2002, the appellate court rendered a Decision modifying the Decision of the court a quo by
declaring that the Contract to Sell is valid and binding with respect to the undivided
proportionate shares of the six signatories of the said document, herein petitioners, namely:
Ernesto, Enriqueta, Librado, Rizalino, Bibiano, Jr., and Leonora (all surnamed Oesmer). The
decretal portion of the said Decision states that:
Aggrieved by the above-mentioned Decision, petitioners filed a Motion for Reconsideration of
the same on 2 July 2002. Acting on petitioners’ Motion for Reconsideration, the Court of
Appeals issued a Resolution dated 4 March 2003, maintaining its Decision dated 26 April 2002,
with the modification that respondent tender payment to petitioners in the amount of
₱3,216,560.00, representing the balance of the purchase price of the subject parcels of land.
The dispositive portion of the said Resolution reads:
WHEREFORE, premises considered, the assailed Decision is hereby modified. Judgment is
hereby rendered in favor of herein [respondent] Paraiso Development Corporation. The
assailed Contract to Sell is valid and binding with respect to the undivided proportionate shares
of the six (6) signatories of this document, [herein petitioners], namely, Ernesto, Enriqueta,
Librado, Rizalino, Bibiano, Jr., and Leonora (all surnamed Oesmer). The said [petitioners] are
hereby ordered to execute the Deed of Absolute Sale concerning their 6/8 share over the
subject two parcels of land in favor of herein [respondent] corporation, and to pay the latter
attorney’s fees in the sum of Ten Thousand Pesos (₱10,000.00) plus costs of suit. Respondent is
likewise ordered to tender payment to the above-named [petitioners] in the amount of Three
Million Two Hundred Sixteen Thousand Five Hundred Sixty Pesos (₱3,216,560.00) representing
the balance of the purchase price of the subject two parcels of land. 12
Hence, this Petition for Review on Certiorari.
Petitioners come before this Court arguing that the Court of Appeals erred:
I. On a question of law in not holding that, the supposed Contract to Sell (Exhibit D) is not
binding upon petitioner Ernesto Oesmer’s co-owners (herein petitioners Enriqueta, Librado,
Rizalino, Bibiano, Jr., and Leonora).
II. On a question of law in not holding that, the supposed Contract to Sell (Exhibit D) is void
altogether considering that respondent itself did not sign it as to indicate its consent to be
bound by its terms. Moreover, Exhibit D is really a unilateral promise to sell without
consideration distinct from the price, and hence, void.
Petitioners assert that the signatures of five of them namely: Enriqueta, Librado, Rizalino,
Bibiano, Jr., and Leonora, on the margins of the supposed Contract to Sell did not confer
authority on petitioner Ernesto as agent to sell their respective shares in the questioned
properties, and hence, for lack of written authority from the above-named petitioners to sell
their respective shares in the subject parcels of land, the supposed Contract to Sell is void as to
them. Neither do their signatures signify their consent to directly sell their shares in the
questioned properties. Assuming that the signatures indicate consent, such consent was merely
conditional. The effectivity of the alleged Contract to Sell was subject to a suspensive condition,
which is the approval of the sale by all the co-owners.
Petitioners also assert that the supposed Contract to Sell (Exhibit D), contrary to the findings of
the Court of Appeals, is not couched in simple language.
They further claim that the supposed Contract to Sell does not bind the respondent because
the latter did not sign the said contract as to indicate its consent to be bound by its terms.
Furthermore, they maintain that the supposed Contract to Sell is really a unilateral promise to
sell and the option money does not bind petitioners for lack of cause or consideration distinct
from the purchase price.
The Petition is bereft of merit.
It is true that the signatures of the five petitioners, namely: Enriqueta, Librado, Rizalino,
Bibiano, Jr., and Leonora, on the Contract to Sell did not confer authority on petitioner Ernesto
as agent authorized to sell their respective shares in the questioned properties because of
Article 1874 of the Civil Code, which expressly provides that:
Art. 1874. When a sale of a piece of land or any interest therein is through an agent, the
authority of the latter shall be in writing; otherwise, the sale shall be void.
The law itself explicitly requires a written authority before an agent can sell an immovable. The
conferment of such an authority should be in writing, in as clear and precise terms as possible.
It is worth noting that petitioners’ signatures are found in the Contract to Sell . The Contract is
absolutely silent on the establishment of any principal-agent relationship between the five
petitioners and their brother and co-petitioner Ernesto as to the sale of the subject parcels of
land. Thus, the Contract to Sell, although signed on the margin by the five petitioners, is not
sufficient to confer authority on petitioner Ernesto to act as their agent in selling their shares in
the properties in question.
However, despite petitioner Ernesto’s lack of written authority from the five petitioners to sell
their shares in the subject parcels of land, the supposed Contract to Sell remains valid and
binding upon the latter.
As can be clearly gleaned from the contract itself, it is not only petitioner Ernesto who signed
the said Contract to Sell; the other five petitioners also personally affixed their signatures
thereon. Therefore, a written authority is no longer necessary in order to sell their shares in
the subject parcels of land because, by affixing their signatures on the Contract to Sell, they
were not selling their shares through an agent but, rather, they were selling the same directly
and in their own right.

The Court also finds untenable the following arguments raised by petitioners to the effect that
the Contract to Sell is not binding upon them, except to Ernesto, because: (1) the signatures of
five of the petitioners do not signify their consent to sell their shares in the questioned
properties since petitioner Enriqueta merely signed as a witness to the said Contract to Sell, and
that the other petitioners, namely: Librado, Rizalino, Leonora, and Bibiano, Jr., did not
understand the importance and consequences of their action because of their low degree of
education and the contents of the aforesaid contract were not read nor explained to them; and
(2) assuming that the signatures indicate consent, such consent was merely conditional, thus,
the effectivity of the alleged Contract to Sell was subject to a suspensive condition, which is the
approval by all the co-owners of the sale.
It is well-settled that contracts are perfected by mere consent, upon the acceptance by the
offeree of the offer made by the offeror. From that moment, the parties are bound not only to
the fulfillment of what has been expressly stipulated but also to all the consequences which,
according to their nature, may be in keeping with good faith, usage and law. To produce a
contract, the acceptance must not qualify the terms of the offer. However, the acceptance may
be express or implied. For a contract to arise, the acceptance must be made known to the
offeror. Accordingly, the acceptance can be withdrawn or revoked before it is made known to
the offeror.13
In the case at bar, the Contract to Sell was perfected when the petitioners consented to the
sale to the respondent of their shares in the subject parcels of land by affixing their signatures
on the said contract. Such signatures show their acceptance of what has been stipulated in the
Contract to Sell and such acceptance was made known to respondent corporation when the
duplicate copy of the Contract to Sell was returned to the latter bearing petitioners’ signatures.
As to petitioner Enriqueta’s claim that she merely signed as a witness to the said contract, the
contract itself does not say so. There was no single indication in the said contract that she
signed the same merely as a witness. The fact that her signature appears on the right-hand
margin of the Contract to Sell is insignificant. The contract indisputably referred to the "Heirs of
Bibiano and Encarnacion Oesmer," and since there is no showing that Enriqueta signed the
document in some other capacity, it can be safely assumed that she did so as one of the parties
to the sale.
Emphasis should also be given to the fact that petitioners Ernesto and Enriqueta concurrently
signed the Contract to Sell. As the Court of Appeals mentioned in its Decision,14 the records of
the case speak of the fact that petitioner Ernesto, together with petitioner Enriqueta, met with
the representatives of the respondent in order to finalize the terms and conditions of the
Contract to Sell. Enriqueta affixed her signature on the said contract when the same was
drafted. She even admitted that she understood the undertaking that she and petitioner
Ernesto made in connection with the contract. She likewise disclosed that pursuant to the
terms embodied in the Contract to Sell, she updated the payment of the real property taxes
and transferred the Tax Declarations of the questioned properties in her name.15 Hence, it
cannot be gainsaid that she merely signed the Contract to Sell as a witness because she did not
only actively participate in the negotiation and execution of the same, but her subsequent
actions also reveal an attempt to comply with the conditions in the said contract.
With respect to the other petitioners’ assertion that they did not understand the importance
and consequences of their action because of their low degree of education and because the
contents of the aforesaid contract were not read nor explained to them, the same cannot be
sustained.
We only have to quote the pertinent portions of the Court of Appeals Decision, clear and
concise, to dispose of this issue. Thus,
First, the Contract to Sell is couched in such a simple language which is undoubtedly easy to
read and understand. The terms of the Contract, specifically the amount of ₱100,000.00
representing the option money paid by [respondent] corporation, the purchase price of ₱60.00
per square meter or the total amount of ₱3,316,560.00 and a brief description of the subject
properties are well-indicated thereon that any prudent and mature man would have known the
nature and extent of the transaction encapsulated in the document that he was signing.
Second, the following circumstances, as testified by the witnesses and as can be gleaned from
the records of the case clearly indicate the [petitioners’] intention to be bound by the
stipulations chronicled in the said Contract to Sell.
As to [petitioner] Ernesto, there is no dispute as to his intention to effect the alienation of the
subject property as he in fact was the one who initiated the negotiation process and culminated
the same by affixing his signature on the Contract to Sell and by taking receipt of the amount of
₱100,000.00 which formed part of the purchase price.
xxxx
As to [petitioner] Librado, the [appellate court] finds it preposterous that he willingly affixed his
signature on a document written in a language (English) that he purportedly does not
understand. He testified that the document was just brought to him by an 18 year old niece
named Baby and he was told that the document was for a check to be paid to him. He readily
signed the Contract to Sell without consulting his other siblings. Thereafter, he exerted no effort
in communicating with his brothers and sisters regarding the document which he had signed,
did not inquire what the check was for and did not thereafter ask for the check which is
purportedly due to him as a result of his signing the said Contract to Sell. (TSN, 28 September
1993, pp. 22-23)
The [appellate court] notes that Librado is a 43 year old family man (TSN, 28 September 1993,
p. 19). As such, he is expected to act with that ordinary degree of care and prudence expected
of a good father of a family. His unwitting testimony is just divinely disbelieving.
The other [petitioners] (Rizalino, Leonora and Bibiano Jr.) are likewise bound by the said
Contract to Sell. The theory adopted by the [petitioners] that because of their low degree of
education, they did not understand the contents of the said Contract to Sell is devoid of merit.
The [appellate court] also notes that Adolfo (one of the co-heirs who did not sign) also possess
the same degree of education as that of the signing co-heirs (TSN, 15 October 1991, p. 19). He,
however, is employed at the Provincial Treasury Office at Trece Martirez, Cavite and has even
accompanied Rogelio Paular to the Assessor’s Office to locate certain missing documents which
were needed to transfer the titles of the subject properties. (TSN, 28 January 1994, pp. 26 & 35)
Similarly, the other co-heirs [petitioners], like Adolfo, are far from ignorant, more so, illiterate
that they can be extricated from their obligations under the Contract to Sell which they
voluntarily and knowingly entered into with the [respondent] corporation.
As the Court has held:
x x x The rule that one who signs a contract is presumed to know its contents has been applied
even to contracts of illiterate persons on the ground that if such persons are unable to read,
they are negligent if they fail to have the contract read to them. If a person cannot read the
instrument, it is as much his duty to procure some reliable persons to read and explain it to
him, before he signs it, as it would be to read it before he signed it if he were able to do and his
failure to obtain a reading and explanation of it is such gross negligence as will estop from
avoiding it on the ground that he was ignorant of its contents."16
That the petitioners really had the intention to dispose of their shares in the subject parcels of
land, irrespective of whether or not all of the heirs consented to the said Contract to Sell, was
unveiled by Adolfo’s testimony as follows:
ATTY. GAMO: This alleged agreement between you and your other brothers and sisters that
unless everybody will agree, the properties would not be sold, was that agreement in writing?
WITNESS: No sir.
ATTY. GAMO: What you are saying is that when your brothers and sisters except Jesus and you
did not sign that agreement which had been marked as [Exhibit] "D", your brothers and sisters
were grossly violating your agreement.
WITNESS: Yes, sir, they violated what we have agreed upon.17
We also cannot sustain the allegation of the petitioners that assuming the signatures indicate
consent, such consent was merely conditional, and that, the effectivity of the alleged Contract
to Sell was subject to the suspensive condition that the sale be approved by all the co-owners.
The Contract to Sell is clear enough. It is a cardinal rule in the interpretation of contracts that if
the terms of a contract are clear and leave no doubt upon the intention of the contracting
parties, the literal meaning of its stipulation shall control.18 The terms of the Contract to Sell
made no mention of the condition that before it can become valid and binding, a unanimous
consent of all the heirs is necessary. Thus, when the language of the contract is explicit, as in
the present case, leaving no doubt as to the intention of the parties thereto, the literal meaning
of its stipulation is controlling.
In addition, the petitioners, being owners of their respective undivided shares in the subject
properties, can dispose of their shares even without the consent of all the co-heirs. Article 493
of the Civil Code expressly provides:
Article 493. Each co-owner shall have the full ownership of his part and of the fruits and
benefits pertaining thereto, and he may therefore alienate, assign or mortgage it, and even
substitute another person in its enjoyment, except when personal rights are involved. But the
effect of the alienation or the mortgage, with respect to the co-owners, shall be limited to the
portion which may be allotted to him in the division upon the termination of the co-ownership.
[Emphases supplied.]
Consequently, even without the consent of the two co-heirs, Adolfo and Jesus, the Contract to
Sell is still valid and binding with respect to the 6/8 proportionate shares of the petitioners, as
properly held by the appellate court.
Therefore, this Court finds no error in the findings of the Court of Appeals that all the
petitioners who were signatories in the Contract to Sell are bound thereby.
The Contract to Sell is not void merely because it does not bear the signature of the respondent
corporation. Respondent corporation’s consent to be bound by the terms of the contract is
shown in the uncontroverted facts which established that there was partial performance by
respondent of its obligation in the said Contract to Sell when it tendered the amount of
₱100,000.00 to form part of the purchase price, which was accepted and acknowledged
expressly by petitioners. Therefore, by force of law, respondent is required to complete the
payment to enforce the terms of the contract. Accordingly, despite the absence of respondent’s
signature in the Contract to Sell, the former cannot evade its obligation to pay the balance of
the purchase price.
As a final point, the Contract to Sell entered into by the parties is not a unilateral promise to sell
merely because it used the word option money when it referred to the amount of ₱100,000.00,
which also form part of the purchase price.
Settled is the rule that in the interpretation of contracts, the ascertainment of the intention of
the contracting parties is to be discharged by looking to the words they used to project that
intention in their contract, all the words, not just a particular word or two, and words in
context, not words standing alone.19
In the instant case, the consideration of ₱100,000.00 paid by respondent to petitioners was
referred to as "option money." However, a careful examination of the words used in the
contract indicates that the money is not option money but earnest money. "Earnest money"
and "option money" are not the same but distinguished thus: (a) earnest money is part of the
purchase price, while option money is the money given as a distinct consideration for an option
contract; (b) earnest money is given only where there is already a sale, while option money
applies to a sale not yet perfected; and, (c) when earnest money is given, the buyer is bound to
pay the balance, while when the would-be buyer gives option money, he is not required to buy,
but may even forfeit it depending on the terms of the option.20
The sum of ₱100,000.00 was part of the purchase price. Although the same was denominated
as "option money," it is actually in the nature of earnest money or down payment when
considered with the other terms of the contract. Doubtless, the agreement is not a mere
unilateral promise to sell, but, indeed, it is a Contract to Sell as both the trial court and the
appellate court declared in their Decisions.
WHEREFORE, premises considered, the Petition is DENIED, and the Decision and Resolution of
the Court of Appeals dated 26 April 2002 and 4 March 2003, respectively, are AFFIRMED, thus,
(a) the Contract to Sell is DECLARED valid and binding with respect to the undivided
proportionate shares in the subject parcels of land of the six signatories of the said
document, herein petitioners Ernesto, Enriqueta, Librado, Rizalino, Bibiano, Jr., and Leonora (all
surnamed Oesmer); (b) respondent is ORDERED to tender payment to petitioners in the
amount of ₱3,216,560.00 representing the balance of the purchase price for the latter’s shares
in the subject parcels of land; and (c) petitioners are further ORDERED to execute in favor of
respondent the Deed of Absolute Sale covering their shares in the subject parcels of land after
receipt of the balance of the purchase price, and to pay respondent attorney’s fees plus costs of
the suit. Costs against petitioners.