June 1997 - Philippine Supreme Court Decisions/Resolutions
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G.R. No. 76969 June 9, 1997 - INLAND REALTY INVESTMENT SERVICE, INC., ET AL. v. COURT OF APPEALS, ET AL.:
FIRST DIVISION
[G.R. No. 76969. June 9, 1997.]
INLAND REALTY INVESTMENT SERVICE, INC. and ROMAN M. DE LOS REYES, Petitioners, v. HON. COURT OF APPEALS, GREGORIO ARANETA, INC. and J. ARMANDO EDUQUE, Respondents.
D E C I S I O N
HERMOSISIMA, JR., J.:
Herein petitioners Inland Realty Investment Service, Inc. (hereafter, "Inland Realty") and Roman M. de los Reyes seek the reversal of the Decision 1 of the Intermediate Appellate Court (now Court of Appeals) 2 which affirmed the trial court’s dismissal 3 of petitioners’ claim for unpaid agent’s commission for brokering the sales transaction involving 9,800 shares of stock in Architects’ Bldg., Inc. (hereafter, "Architects’") between private respondent Gregorio Araneta, Inc. (hereafter, "Araneta, Inc.") as seller and Stanford Microsystems, Inc. (hereafter, "Stanford") as buyer.
Petitioners come to us with a two-fold agenda: (1) to obtain from us a declaration that the trial court and the respondent appellate court gravely erred when appreciating the facts of the case by disregarding Exhibits "L," a Letter dated October 28, 1976 signed by Gregorio Araneta II, renewing petitioners’ authority to act as sales agent for a period of thirty (30) days from same date, and Exhibit "M," a Letter dated November 16, 1976 signed by petitioner de los Reyes, naming four (4) other prospective buyers, respectively; and (2) to obtain from us a categorical ruling that a broker is automatically entitled to the stipulated commission merely upon securing for, and introducing to, the seller the particular buyer who ultimately purchases from the former the object of the sale, regardless of the expiration of the broker’s contract of agency and authority to sell.
Before we proceed to address petitioners’ objectives, there is a need to unfold the facts of the case. For that purpose, we quote hereunder the findings of fact of the Court of Appeals with which petitioners agree, except as to the respondent appellate court’s non-inclusion of the aforementioned Exhibits "L" and "M" :jgc:chanrobles.com.ph
"From the evidence, the following facts appear undisputed: On September 16, 1975, defendant corporation thru its co-defendant Assistant General Manager J. Armando Eduque, granted to plaintiffs a 30-day authority to sell its . . . 9,800 shares of stock in Architects’ Bldg., Inc. as follows:chanrob1es virtual 1aw library
‘September 16, 1975
TO WHOM IT MAY CONCERN:chanrob1es virtual 1aw library
This is to authorize Mr. R.M. de los Reyes, representing Inland Realty, to sell on a first come first served basis the total holdings of Gregorio Araneta, Inc. in Architects’ [Bldg.], Inc. equivalent to 98% or 9,800 shares of stock at the price of P1,500.00 per share for a period of 30 days.
(SGD.) J. ARMANDO EDUQUE
Asst. General Manager’
Plaintiff Inland Realty Investment Service, Inc. (Inland Realty for short) is a corporation engaged [in], among other . . . the real estate business [and] brokerages, duly licensed by the Bureau of Domestic Trade . . . [Inland Realty] planned their sales campaign, sending proposal letters to prospective buyers. One such prospective buyer to whom a proposal letter was sent to was Stanford Microsystems, Inc. . . . [that] counter-proposed to buy 9,800 shares offered at P1,000.00 per share or for a total of P9,800,000.00, P4,900.000.00 payable in five years at 12% per annum interest until fully paid.
Upon plaintiffs’ receipt of the said counter-proposal, it immediately [sic] wrote defendant a letter to register Stanford Microsystems, Inc. as one of its prospective buyers . . . Defendant Araneta, Inc., thru its Assistant General Manager J. Armando Eduque, replied that the price offered by Stanford was too low and suggested that plaintiffs see if the price and terms of payment can be improved upon by Stanford . . . Other prospective buyers were submitted to defendants among whom were Atty. Maximo F. Belmonte and Mr. Joselito Hernandez. The authority to sell given to plaintiffs by defendants was extended several times: the first being on October 2, 1975, for 30 days from said date (Exh.’J’), the second on October 28, 1975 for 30 days from said date (Exh.’L’) and on December 2, 1975 for 30 days from said date (Exh.’K’).
Plaintiff Roman de los Reyes, manager of Inland Realty’s brokerage division, who by contract with Inland Realty would be entitled to 1/2 of the claim asserted herein, testified that when his company was initially granted the authority to sell, he asked for an exclusive authority and for a longer period but Armando Eduque would not give, but according to this witness, the life of the authority could always be extended for the purpose of negotiation that would be continuing.
On July 8, 1977, plaintiffs finally sold the 9,800 shares of stock [in] Architects’ [Bldg.], Inc. to Stanford Microsystems, Inc. for P13,500,000.00 . . .
On September 6, 1977, plaintiffs demanded formally [from] defendants, through a letter of demand, for payment of their 5% broker[’s] commission at P13,500,000.00 or a total amount of P675,000.00 . . . which was declined by [defendants] on the ground that the claim has no factual or legal basis." 4
Ascribing merit to private respondents’ defense that, after their authority to sell expired thirty (30) days from December 2, 1975, or on January 1, 1976, petitioners abandoned the sales transaction and were no longer privy to the consummation and documentation thereof, the trial court dismissed petitioners’ complaint for collection of unpaid broker’s commission.
Petitioners appealed, but the Court of Appeals was unswayed in the face of evidence of the expiration of petitioners’ agency contract and authority to sell on January 1, 1976 and the consummation of the sale to Stanford on July 8, 1977 or more than one (1) year and five (5) months after petitioners’ agency contract and authority to sell expired. Respondent appellate court dismissed petitioners’ appeal in this wise:jgc:chanrobles.com.ph
". . . The resolution would seem to hinge on the question of whether plaintiff was instrumental in the final consummation of the sale to Stanford which was the same name of the company submitted to defendants as a prospective buyer although their price was considered by defendant to be too low and defendants wrote to plaintiff if the price may be improved upon by Stanford . . . This was on October 13, 1975. After that, there was an extension for 30 days from October 28, 1975 of the authority (Exh.’L’) and another on December 2, 1975 for another 30 days from the said date . . . There is nothing in the record or in the testimonial evidence that the authority extended 30 days from the last date of extension was ever reserved nor extended, nor has there been any communication made to defendants that the plaintiff was actually negotiating with Stanford a better price than what was previously offered by it . . .
In fact there was no longer any agency after the last extension. Certainly, the length of time which had transpired from the date of last extension of authority to the final consummation of the sale with Stanford of about one (1) year and five (5) months without any communication at all from plaintiffs to defendants with respect to the suggestion of defendants that Stanford’s offer was too low and suggested if plaintiffs may make it better. We have a case of proposal and counter-proposal which would not constitute a definite closing of the transaction just because it was plaintiff who solely suggested to defendants the name of Stanford as buyer . . ." 5
Unable to accept the dismissal of its claim for unpaid broker’s commission, petitioners filed the instant petition for review asking us (1) to pass upon the factual issue of the alleged extension of their agency contract and authority to sell and (2) to rule in favor of a broker’s automatic entitlement to the stipulated commission merely upon securing for, and introducing to, the seller, the particular buyer who ultimately purchases from the former the object of the sale, regardless of the expiration of the broker’s contract of agency and authority to sell.chanroblesvirtuallawlibrary
We find for Private Respondents.
Petitioners take exception to the finding of the respondent Court of Appeals that their contract of agency and authority to sell expired thirty (30) days from its last renewal on December 2, 1975. They insist that, in the Letter dated October 28, 1976, Gregorio Araneta III, in behalf of Araneta, Inc., renewed petitioner Inland Realty’s authority to act as agent to sell the former’s 9,800 shares in Architects’ for another thirty (30) days from same date. This Letter dated October 28, 1976, petitioners claim, was marked as Exhibit "L" during the trial proceedings before the trial court.
This claim is a blatant lie. In the first place, petitioners have conspicuously failed to attach a certified copy of this Letter dated October 28, 1976. They have, in fact, not attached even a machine copy thereof. All they gave this court is their word that said Letter dated October 28, 1976 does exist, and on that basis, they expect us to accordingly rule in their favor.
Such naivety, this court will not tolerate. We will not treat lightly petitioners’ attempt to mislead this court by claiming that the Letter dated October 28, 1976 was marked as Exhibit "L" by the trial court, when the truth is that the trial court marked as Exhibit "L", and the respondent Court of Appeals considered as Exhibit "L," private respondent Araneta, Inc.’s Letter dated October 28, 1975, not 1976. Needless to say, this blatant attempt to mislead this court, is contemptuous conduct that we sternly condemn.
The Letter dated November 16, 1976, claimed by petitioners to have been marked as Exhibit "M", has no probative value, considering that its very existence remains under a heavy cloud of doubt and that hypothetically assuming its existence, its alleged content, namely, a listing of four (4) other prospective buyers, does not at all prove that the agency contract and authority to sell in favor of petitioners was renewed or revived after it expired on January 1, 1976. As in the case of the Letter dated October 28, 1976, petitioners have miserably failed to attach any copy of the Letter dated November 16, 1976. A copy thereof would not help petitioners’ failing cause, anyway, especially considering that said letter was signed by petitioner De los Reyes and would therefore take on the nature of a self-serving document that has no evidentiary value insofar as petitioners are concerned.
Finally, petitioners asseverate that, regardless of whether or not their agency contract and authority to sell had expired, they are automatically entitled to their broker’s commission merely upon securing for and introducing to private respondent Araneta, Inc. the buyer in the person of Stanford which ultimately acquired ownership over Araneta, Inc.’s 9,800 shares in Architects’.
Petitioners’ asseverations are devoid of merit.
It is understandable, though, why petitioners have resorted to a campaign for an automatic and blanket entitlement to brokerage commission upon doing nothing but submitting to private respondent Araneta, Inc., the name of Stanford as prospective buyer of the latter’s shares in Architects’. Of course petitioners would advocate as such because precisely petitioners did nothing but submit Stanford’s name as prospective buyer. Petitioners did not succeed in outrightly selling said shares under the predetermined terms and conditions set out by Araneta, Inc., e.g., that the price per share is P1,500.00. They admit that they could not dissuade Stanford from haggling for the price of P1,000.00 per share with the balance of 50% of the total purchase price payable in five (5) years at 12% interest per annum. From September 16, 1975 to January 1, 1976, when petitioners’ authority to sell was subsisting, if at all, petitioners had nothing to show that they actively served their principal’s interests, pursued to sell the shares in accordance with their principal’s terms and conditions, and performed substantial acts that proximately and causatively led to the consummation of the sale to Stanford of Araneta, Inc.’s 9,800 shares in Architects’.
The Court of Appeals cannot be faulted for emphasizing the lapse of more than one (1) year and five (5) months between the expiration of petitioners’ authority to sell and the consummation of the sale to Stanford, to be a significant index of petitioners’ non-participation in the really critical events leading to the consummation of said sale, i.e., the negotiations to convince Stanford to sell at Araneta, Inc.’s asking price, the finalization of the terms and conditions of the sale, the drafting of the deed of sale, the processing of pertinent documents, and the delivery of the shares of stock to Stanford. Certainly, when the lapse of the period of more than one (1) year and five (5) months between the expiration of petitioners’ authority to sell and the consummation of the sale, is viewed in the context of the utter lack of evidence of petitioners’ involvement in the negotiations between Araneta, Inc. and Stanford during that period and in the subsequent processing of the documents pertinent to said sale, it becomes undeniable that the respondent Court of Appeals did not at all err in affirming the trial court’s dismissal of petitioners’ claim for unpaid brokerage commission.
Petitioners were not the efficient procuring cause 6 in bringing about the sale in question on July 8, 1977 and are, therefore, not entitled to the stipulated broker’s commission of "5% on the total price. "cdtech
WHEREFORE, the instant petition is HEREBY DISMISSED.
Costs against petitioners.
SO ORDERED.
Bellosillo, Vitug and Kapunan, JJ., concur.
Padilla, J., is on leave.
Petitioners come to us with a two-fold agenda: (1) to obtain from us a declaration that the trial court and the respondent appellate court gravely erred when appreciating the facts of the case by disregarding Exhibits "L," a Letter dated October 28, 1976 signed by Gregorio Araneta II, renewing petitioners’ authority to act as sales agent for a period of thirty (30) days from same date, and Exhibit "M," a Letter dated November 16, 1976 signed by petitioner de los Reyes, naming four (4) other prospective buyers, respectively; and (2) to obtain from us a categorical ruling that a broker is automatically entitled to the stipulated commission merely upon securing for, and introducing to, the seller the particular buyer who ultimately purchases from the former the object of the sale, regardless of the expiration of the broker’s contract of agency and authority to sell.
Before we proceed to address petitioners’ objectives, there is a need to unfold the facts of the case. For that purpose, we quote hereunder the findings of fact of the Court of Appeals with which petitioners agree, except as to the respondent appellate court’s non-inclusion of the aforementioned Exhibits "L" and "M" :jgc:chanrobles.com.ph
"From the evidence, the following facts appear undisputed: On September 16, 1975, defendant corporation thru its co-defendant Assistant General Manager J. Armando Eduque, granted to plaintiffs a 30-day authority to sell its . . . 9,800 shares of stock in Architects’ Bldg., Inc. as follows:chanrob1es virtual 1aw library
‘September 16, 1975
TO WHOM IT MAY CONCERN:chanrob1es virtual 1aw library
This is to authorize Mr. R.M. de los Reyes, representing Inland Realty, to sell on a first come first served basis the total holdings of Gregorio Araneta, Inc. in Architects’ [Bldg.], Inc. equivalent to 98% or 9,800 shares of stock at the price of P1,500.00 per share for a period of 30 days.
(SGD.) J. ARMANDO EDUQUE
Asst. General Manager’
Plaintiff Inland Realty Investment Service, Inc. (Inland Realty for short) is a corporation engaged [in], among other . . . the real estate business [and] brokerages, duly licensed by the Bureau of Domestic Trade . . . [Inland Realty] planned their sales campaign, sending proposal letters to prospective buyers. One such prospective buyer to whom a proposal letter was sent to was Stanford Microsystems, Inc. . . . [that] counter-proposed to buy 9,800 shares offered at P1,000.00 per share or for a total of P9,800,000.00, P4,900.000.00 payable in five years at 12% per annum interest until fully paid.
Upon plaintiffs’ receipt of the said counter-proposal, it immediately [sic] wrote defendant a letter to register Stanford Microsystems, Inc. as one of its prospective buyers . . . Defendant Araneta, Inc., thru its Assistant General Manager J. Armando Eduque, replied that the price offered by Stanford was too low and suggested that plaintiffs see if the price and terms of payment can be improved upon by Stanford . . . Other prospective buyers were submitted to defendants among whom were Atty. Maximo F. Belmonte and Mr. Joselito Hernandez. The authority to sell given to plaintiffs by defendants was extended several times: the first being on October 2, 1975, for 30 days from said date (Exh.’J’), the second on October 28, 1975 for 30 days from said date (Exh.’L’) and on December 2, 1975 for 30 days from said date (Exh.’K’).
Plaintiff Roman de los Reyes, manager of Inland Realty’s brokerage division, who by contract with Inland Realty would be entitled to 1/2 of the claim asserted herein, testified that when his company was initially granted the authority to sell, he asked for an exclusive authority and for a longer period but Armando Eduque would not give, but according to this witness, the life of the authority could always be extended for the purpose of negotiation that would be continuing.
On July 8, 1977, plaintiffs finally sold the 9,800 shares of stock [in] Architects’ [Bldg.], Inc. to Stanford Microsystems, Inc. for P13,500,000.00 . . .
On September 6, 1977, plaintiffs demanded formally [from] defendants, through a letter of demand, for payment of their 5% broker[’s] commission at P13,500,000.00 or a total amount of P675,000.00 . . . which was declined by [defendants] on the ground that the claim has no factual or legal basis." 4
Ascribing merit to private respondents’ defense that, after their authority to sell expired thirty (30) days from December 2, 1975, or on January 1, 1976, petitioners abandoned the sales transaction and were no longer privy to the consummation and documentation thereof, the trial court dismissed petitioners’ complaint for collection of unpaid broker’s commission.
Petitioners appealed, but the Court of Appeals was unswayed in the face of evidence of the expiration of petitioners’ agency contract and authority to sell on January 1, 1976 and the consummation of the sale to Stanford on July 8, 1977 or more than one (1) year and five (5) months after petitioners’ agency contract and authority to sell expired. Respondent appellate court dismissed petitioners’ appeal in this wise:jgc:chanrobles.com.ph
". . . The resolution would seem to hinge on the question of whether plaintiff was instrumental in the final consummation of the sale to Stanford which was the same name of the company submitted to defendants as a prospective buyer although their price was considered by defendant to be too low and defendants wrote to plaintiff if the price may be improved upon by Stanford . . . This was on October 13, 1975. After that, there was an extension for 30 days from October 28, 1975 of the authority (Exh.’L’) and another on December 2, 1975 for another 30 days from the said date . . . There is nothing in the record or in the testimonial evidence that the authority extended 30 days from the last date of extension was ever reserved nor extended, nor has there been any communication made to defendants that the plaintiff was actually negotiating with Stanford a better price than what was previously offered by it . . .
In fact there was no longer any agency after the last extension. Certainly, the length of time which had transpired from the date of last extension of authority to the final consummation of the sale with Stanford of about one (1) year and five (5) months without any communication at all from plaintiffs to defendants with respect to the suggestion of defendants that Stanford’s offer was too low and suggested if plaintiffs may make it better. We have a case of proposal and counter-proposal which would not constitute a definite closing of the transaction just because it was plaintiff who solely suggested to defendants the name of Stanford as buyer . . ." 5
Unable to accept the dismissal of its claim for unpaid broker’s commission, petitioners filed the instant petition for review asking us (1) to pass upon the factual issue of the alleged extension of their agency contract and authority to sell and (2) to rule in favor of a broker’s automatic entitlement to the stipulated commission merely upon securing for, and introducing to, the seller, the particular buyer who ultimately purchases from the former the object of the sale, regardless of the expiration of the broker’s contract of agency and authority to sell.chanroblesvirtuallawlibrary
We find for Private Respondents.
I
Petitioners take exception to the finding of the respondent Court of Appeals that their contract of agency and authority to sell expired thirty (30) days from its last renewal on December 2, 1975. They insist that, in the Letter dated October 28, 1976, Gregorio Araneta III, in behalf of Araneta, Inc., renewed petitioner Inland Realty’s authority to act as agent to sell the former’s 9,800 shares in Architects’ for another thirty (30) days from same date. This Letter dated October 28, 1976, petitioners claim, was marked as Exhibit "L" during the trial proceedings before the trial court.
This claim is a blatant lie. In the first place, petitioners have conspicuously failed to attach a certified copy of this Letter dated October 28, 1976. They have, in fact, not attached even a machine copy thereof. All they gave this court is their word that said Letter dated October 28, 1976 does exist, and on that basis, they expect us to accordingly rule in their favor.
Such naivety, this court will not tolerate. We will not treat lightly petitioners’ attempt to mislead this court by claiming that the Letter dated October 28, 1976 was marked as Exhibit "L" by the trial court, when the truth is that the trial court marked as Exhibit "L", and the respondent Court of Appeals considered as Exhibit "L," private respondent Araneta, Inc.’s Letter dated October 28, 1975, not 1976. Needless to say, this blatant attempt to mislead this court, is contemptuous conduct that we sternly condemn.
II
The Letter dated November 16, 1976, claimed by petitioners to have been marked as Exhibit "M", has no probative value, considering that its very existence remains under a heavy cloud of doubt and that hypothetically assuming its existence, its alleged content, namely, a listing of four (4) other prospective buyers, does not at all prove that the agency contract and authority to sell in favor of petitioners was renewed or revived after it expired on January 1, 1976. As in the case of the Letter dated October 28, 1976, petitioners have miserably failed to attach any copy of the Letter dated November 16, 1976. A copy thereof would not help petitioners’ failing cause, anyway, especially considering that said letter was signed by petitioner De los Reyes and would therefore take on the nature of a self-serving document that has no evidentiary value insofar as petitioners are concerned.
III
Finally, petitioners asseverate that, regardless of whether or not their agency contract and authority to sell had expired, they are automatically entitled to their broker’s commission merely upon securing for and introducing to private respondent Araneta, Inc. the buyer in the person of Stanford which ultimately acquired ownership over Araneta, Inc.’s 9,800 shares in Architects’.
Petitioners’ asseverations are devoid of merit.
It is understandable, though, why petitioners have resorted to a campaign for an automatic and blanket entitlement to brokerage commission upon doing nothing but submitting to private respondent Araneta, Inc., the name of Stanford as prospective buyer of the latter’s shares in Architects’. Of course petitioners would advocate as such because precisely petitioners did nothing but submit Stanford’s name as prospective buyer. Petitioners did not succeed in outrightly selling said shares under the predetermined terms and conditions set out by Araneta, Inc., e.g., that the price per share is P1,500.00. They admit that they could not dissuade Stanford from haggling for the price of P1,000.00 per share with the balance of 50% of the total purchase price payable in five (5) years at 12% interest per annum. From September 16, 1975 to January 1, 1976, when petitioners’ authority to sell was subsisting, if at all, petitioners had nothing to show that they actively served their principal’s interests, pursued to sell the shares in accordance with their principal’s terms and conditions, and performed substantial acts that proximately and causatively led to the consummation of the sale to Stanford of Araneta, Inc.’s 9,800 shares in Architects’.
The Court of Appeals cannot be faulted for emphasizing the lapse of more than one (1) year and five (5) months between the expiration of petitioners’ authority to sell and the consummation of the sale to Stanford, to be a significant index of petitioners’ non-participation in the really critical events leading to the consummation of said sale, i.e., the negotiations to convince Stanford to sell at Araneta, Inc.’s asking price, the finalization of the terms and conditions of the sale, the drafting of the deed of sale, the processing of pertinent documents, and the delivery of the shares of stock to Stanford. Certainly, when the lapse of the period of more than one (1) year and five (5) months between the expiration of petitioners’ authority to sell and the consummation of the sale, is viewed in the context of the utter lack of evidence of petitioners’ involvement in the negotiations between Araneta, Inc. and Stanford during that period and in the subsequent processing of the documents pertinent to said sale, it becomes undeniable that the respondent Court of Appeals did not at all err in affirming the trial court’s dismissal of petitioners’ claim for unpaid brokerage commission.
Petitioners were not the efficient procuring cause 6 in bringing about the sale in question on July 8, 1977 and are, therefore, not entitled to the stipulated broker’s commission of "5% on the total price. "cdtech
WHEREFORE, the instant petition is HEREBY DISMISSED.
Costs against petitioners.
SO ORDERED.
Bellosillo, Vitug and Kapunan, JJ., concur.
Padilla, J., is on leave.
Endnotes:
1. In AC-G.R. CV No. 00221, promulgated on May 29, 1986, and penned by Associate Justices Floreliana Castro-Bartolome with Associate Justices Jorge R. Coquia and Bienvenido C. Ejercito, concurring; Rollo, pp. 61-65.
2. Third Civil Cases Division.
3. Decision rendered on January 5, 1981 by the Court of First Instance (now Regional Trial Court) of Manila, Branch VII.
4. Decision of the Court of Appeals dated May 29, 1986, pp. 2-3; Rollo, pp. 62-63.
5. Decision of the Court of Appeals dated May 29, 1986, pp. 3-5; Rollo, pp. 63-65.
6. Prats v. Court of Appeals, 81 SCRA 360, 381 [1978].
