SECOND DIVISION
ANTONIO
K.
LITONJUA
AND AURELIO K. LITONJUA, JR.,
Petitioners, |
G.R.
No.
148116
April 14, 2004 -versus-
MARY
ANN GRACE
FERNANDEZ,
HEIRS OF PAZ TICZON ELEOSIDA,REPRESENTED BY
GREGORIO
T. ELEOSIDA, HEIRS OF DOMINGOB. TICZON,
REPRESENTED
BY MARY MEDIATRIX T. FERNANDEZ, CRISTETATICZON, EVANGELINE
JILL R. TICZON, ERLINDA T. BENITEZ, DOMINICTICZON, JOSEFINA
LUISA PIAMONTE, JOHN DOES AND JANE DOES,
Respondents.
|
D E C I S I
O N
CALLEJO,
SR., J.:chanroblesvirtuallawlibrary
This is a petition for
review on certiorari of the Decision[1]
of the Court of Appeals in CA-G.R. CV No. 64940, which reversed and set
aside the June 23, 1999 Decision[2]
of the Regional Trial Court of Pasig City, Branch 68, in Civil Case No.
65629, as well as its Resolution dated April 30, 2001 denying the
petitioners’
motion for reconsideration of the aforesaid decision.
The heirs of Domingo
B. Ticzon[3]
are the owners of a parcel of land located in San Pablo City, covered
by
Transfer Certificate of Title (TCT) No. T-36766 of the Register of
Deeds
of San Pablo City.[4]
On the other hand, the heirs of Paz Ticzon Eleosida, represented by
Gregorio
T. Eleosida, are the owners of a parcel of land located in San Pablo
City,
covered by TCT No. 36754, also of the Register of Deeds of San Pablo
City.[5]chanrobles virtuallaw libraryred
The Case for the
Petitioners
Sometime in September
1995, Mrs. Lourdes Alimario and Agapito Fisico who worked as brokers,
offered
to sell to the petitioners, Antonio K. Litonjua and Aurelio K.
Litonjua,
Jr., the parcels of land covered by TCT Nos. 36754 and 36766. The
petitioners were shown a locator plan and copies of the titles showing
that the owners of the properties were represented by Mary Mediatrix
Fernandez
and Gregorio T. Eleosida, respectively. The brokers told the
petitioners
that they were authorized by respondent Fernandez to offer the property
for sale. The petitioners, thereafter, made two ocular
inspections
of the property, in the course of which they saw some people gathering
coconuts.cralaw:red
In the afternoon of
November 27, 1995, the petitioners met with respondent Fernandez and
the
two brokers at the petitioners’ office in Mandaluyong City.[6]
The petitioners and respondent Fernandez agreed that the petitioners
would
buy the property consisting of 36,742 square meters, for the price of
P150
per square meter, or the total sum of P5,098,500. They also
agreed
that the owners would shoulder the capital gains tax, transfer tax and
the expenses for the documentation of the sale. The petitioners
and
respondent Fernandez also agreed to meet on December 8, 1995 to
finalize
the sale. It was also agreed upon that on the said date,
respondent
Fernandez would present a special power of attorney executed by the
owners
of the property, authorizing her to sell the property for and in their
behalf, and to execute a deed of absolute sale thereon. The
petitioners
would also remit the purchase price to the owners, through respondent
Fernandez.
However, only Agapito Fisico attended the meeting. He informed
the
petitioners that respondent Fernandez was encountering some problems
with
the tenants and was trying to work out a settlement with them.[7]
After a few weeks of waiting, the petitioners wrote respondent
Fernandez
on January 5, 1995, demanding that their transaction be finalized by
January
30, 1996.[8]chanrobles virtuallaw libraryred
When the petitioners
received no response from respondent Fernandez, the petitioners sent
her
another Letter[9]
dated February 1, 1996, asking that the Deed of Absolute Sale covering
the property be executed in accordance with their verbal agreement
dated
November 27, 1995. The petitioners also demanded the turnover of
the subject properties to them within fifteen days from receipt of the
said letter; otherwise, they would have no option but to protect their
interest through legal means.cralaw:red
Upon receipt of the
above letter, respondent Fernandez wrote the petitioners on February
14,
1996[10]
and clarified her stand on the matter in this wise:
1) It is not true I
agreed to shoulder registration fees and other miscellaneous expenses,
etc. I do not recall we ever discussed about them.
Nonetheless,
I made an assurance at that time that there was no liens/encumbrances
and
tenants on my property (TCT – 36755).cralaw:red
2) It is not true that
we agreed to meet on December 8, 1995 in order to sign the Deed of
Absolute
Sale. The truth of the matter is that you were the one who
emphatically
stated that you would prepare a Contract to Sell and requested us to
come
back first week of December as you would be leaving the country
then.
In fact, what you were demanding from us was to apprise you of the
status
of the property, whether we would be able to ascertain that there are
really
no tenants. Ms. Alimario and I left your office, but we did not
assure
you that we would be back on the first week of December.chanrobles virtuallaw libraryred
Unfortunately, some
people suddenly appeared and claiming to be “tenants” for the entire
properties
(including those belonging to my other relatives.) Another thing,
the Barangay Captain now refuses to give a certification that our
properties
are not tenanted.cralaw:red
Thereafter, I informed
my broker, Ms. Lulu Alimario, to relay to Mr. Agapito that due to the
appearance
of “alleged tenants” who are demanding for a one-hectare share, my
cousin
and I have thereby changed our mind and that the sale will no longer
push
through. I specifically instructed her to inform you thru your
broker
that we will not be attending the meeting to be held sometime first
week
of December.cralaw:red
In view thereof, I regret
to formally inform you now that we are no longer selling the property
until
all problems are fully settled. We have not demanded and received
from you any earnest money, thereby, no obligations exist. In the
meantime, we hope that in the future we will eventually be able to
transact
business since we still have other properties in San Pablo City.[11]
Appended thereto was
a copy of respondent Fernandez’ letter to the petitioners dated January
16, 1996, in response to the latter’s January 5, 1996 letter.[12]
On April 12, 1996, the
petitioners filed the instant Complaint for specific performance with
damages[13]
against respondent Fernandez and the registered owners of the
property.
In their complaint, the petitioners alleged, inter alia, the following:
4.
On 27 November 1995, defendants offered to sell to plaintiffs two (2)
parcels
of land covered by Transfer Certificates of Title Nos. 36766 and 36754
measuring a total of 36,742 square meters in Barrio Concepcion, San
Pablo
City. … After a brief negotiation, defendants committed and
specifically
agreed to sell to plaintiffs 33,990 square meters of the two (2)
aforementioned
parcels of land at P150.00 per square meter.cralaw:red
5.
The parties also unequivocally agreed to the following:
(a)
The transfer tax and all the other fees and expenses for the titling of
the subject property in plaintiffs’ names would be for defendants’
account.cralaw:red
(b)
The plaintiffs would pay the entire purchase price of P5,098,500.00 for
the aforementioned 33,990 square meters of land in plaintiffs’ office
on
8 December 1995.chanrobles virtuallaw libraryred
6.
Defendants repeatedly assured plaintiffs that the two (2) subject
parcels
of land were free from all liens and encumbrances and that no squatters
or tenants occupied them.cralaw:red
7.
Plaintiffs, true to their word, and relying in good faith on the
commitment
of defendants, pursued the purchase of the subject parcels of
lands.
On 5 January 1996, plaintiffs sent a letter of even date to defendants,
… setting the date of sale and payment on 30 January 1996.cralaw:red
7.1
Defendants received the letter on 12 January 1996 but did not reply to
it.cralaw:red
8.
On 1 February 1996, plaintiffs again sent a letter of even date to
defendants
demanding execution of the Deed of Sale.cralaw:red
8.1
Defendants received the same on 6 February 1996. Again, there was
no reply. Defendants thus reneged on their commitment a second
time.cralaw:red
9.
On 14 February 1996, defendant Fernandez sent a written communication
of
the same date to plaintiffs enclosing therein a copy of her 16 January
1996 letter to plaintiffs which plaintiffs never received before.
Defendant Fernandez stated in her 16 January 1996 letter that despite
the
meeting of minds among the parties over the 33,990 square meters of
land
for P150.00 per square meter on 27 November 1995, defendants suddenly
had
a change of heart and no longer wished to sell the same.
Paragraph
6 thereof unquestionably shows defendants’ previous agreement as
above-mentioned
and their unjustified breach of their obligations under it. …
10.
Defendants cannot unilaterally, whimsically and capriciously cancel a
perfected
contract to sell. …
11.
Plaintiffs intended to use the subject property for their subdivision
project
to support plaintiffs’ quarry operations, processing of aggregate
products
and manufacture of construction materials. Consequently, by
reason
of defendants’ failure to honor their just obligations, plaintiffs
suffered,
and continue to suffer, actual damages, consisting in unrealized
profits
and cost of money, in the amount of at least P5 Million.cralaw:red
12.
Plaintiffs also suffered sleepless nights and mental anxiety on account
of defendants’ fraudulent actuations for which reason defendants are
liable
to plaintiffs for moral damages in the amount of at least P1.5 Million.cralaw:red
13.
By reason of defendants’ above-described fraudulent actuations,
plaintiffs,
despite their willingness and ability to pay the agreed purchase price,
have to date been unable to take delivery of the title to the subject
property.
Defendants acted in a wanton, fraudulent and malevolent manner in
violating
the contract to sell. By way of example or correction for the
public
good, defendants are liable to plaintiff for exemplary damages in the
amount
of P500,000.00.cralaw:red
14.
Defendants’ bad faith and refusal to honor their just obligations to
plaintiffs
constrained the latter to litigate and to engage the services of
undersigned
counsel for a fee in the amount of at least P250,000.00.[14]
The petitioners prayed
that, after due hearing, judgment be rendered in their favor ordering
the
respondents to –
(a)
Secure at defendants’ expense all clearances from the appropriate
government
agencies that will enable defendants to comply with their obligations
under
the Contract to Sell;chanrobles virtuallaw libraryred
(b)
Execute a Contract to Sell with terms agreed upon by the parties;chanrobles virtuallaw libraryred
(c)
Solidarily pay the plaintiffs the following amounts:chanrobles virtuallaw libraryred
1.
P5,000,000.00 in actual damages;chanrobles virtuallaw libraryred
2.
P1,500,000.00 in moral damages;
3.
P500,000.00 in exemplary damages;
4.
P250,000.00 in attorney’s fees.[15]
On July 5, 1996, respondent
Fernandez filed her Answer to the complaint.[16]
She claimed that while the petitioners offered to buy the property
during
the meeting of November 27, 1995, she did not accept the offer; thus,
no
verbal contract to sell was ever perfected. She specifically
alleged
that the said contract to sell was unenforceable for failure to comply
with the statute of frauds. She also maintained that even
assuming
arguendo that she had, indeed, made a commitment or promise to sell the
property to the petitioners, the same was not binding upon her in the
absence
of any consideration distinct and separate from the price. She,
thus,
prayed that judgment be rendered as follows:
1.
Dismissing the Complaint, with costs against the plaintiffs;
2.
On the COUNTERCLAIM, ordering plaintiffs to pay defendant moral damages
in the amount of not less than P2,000,000.00 and exemplary damages in
the
amount of not less than P500,000.00 and attorney’s fees and
reimbursement
expenses of litigation in the amount of P300,000.00.[17]
On September 24, 1997,
the trial court, upon motion of the petitioners, declared the other
respondents
in default for failure to file their responsive pleading within the
reglementary
period.[18]
At the pre-trial conference held on March 2, 1998, the parties agreed
that
the following issues were to be resolved by the trial court: (1)
whether
or not there was a perfected contract to sell; (2) in the event that
there
was, indeed, a perfected contract to sell, whether or not the
respondents
breached the said contract to sell; and (3) the corollary issue of
damages.[19]
Respondent Fernandez
testified that she requested Lourdes Alimario to look for a buyer of
the
properties in San Pablo City “on a best offer basis.” She was later
informed
by Alimario that the petitioners were interested to buy the
properties.
On November 27, 1995, along with Alimario and another person, she met
with
the petitioners in the latter’s office and told them that she was at
the
conference merely to hear their offer, that she could not bind the
owners
of the properties as she had no written authority to sell the
same.
The petitioners offered to buy the property at P150 per square
meter.
After the meeting, respondent Fernandez requested Joy Marquez to secure
a barangay clearance stating that the property was free of any
tenants.
She was surprised to learn that the clearance could not be
secured.
She contacted a cousin of hers, also one of the owners of the property,
and informed him that there was a prospective buyer of the property but
that there were tenants thereon. Her cousin told her that he was
not selling his share of the property and that he was not agreeable to
the price of P150 per square meter. She no longer informed the
other
owners of the petitioners’ offer. Respondent Fernandez then asked
Alimario to apprise the petitioners of the foregoing developments,
through
their agent, Agapito Fisico. She was surprised to receive a
letter
from the petitioners dated January 5, 1996. Nonetheless, she
informed
the petitioners that she had changed her mind in pursuing the
negotiations
in a Letter dated January 18, 1996. When she received
petitioners’
February 1, 1996 Letter, she sent a Reply-Letter dated February 14,
1996.chanrobles virtuallaw libraryred
After trial on the merits,
the trial court rendered judgment in favor of the petitioners on June
23,
1999,[20]
the dispositive portion of which reads:
WHEREFORE, in view of
the foregoing, the Court hereby renders judgment in favor of plaintiffs
ANTONIO K. LITONJUA and AURELIO K. LITONJUA and against defendants MARY
MEDIATRIX T. FERNANDEZ, HEIRS OF PAZ TICZON ELEOSIDA, represented by
GREGORIO
T. ELEOSIDA, JOHN DOES and JANE DOES; HEIRS OF DOMINGO B. TICZON,
represented
by MARY MEDIATRIX T. FERNANDEZ, CRISTETA TICZON, EVANGELINE JILL R.
TICZON,
ERLINDA T. BENITEZ, DOMINIC TICZON, JOSEFINA LUISA PIAMONTE, JOHN DOES
and JANE DOES, ordering defendants to:
1.
execute a Contract of Sale and/or Absolute Deed of Sale with the terms
agreed upon by the parties and to secure all clearances from the
concerned
government agencies and removal of any tenants from the subject
property
at their expense to enable defendants to comply with their obligations
under the perfected agreement to sell; and
2.
pay to plaintiffs the sum of Two Hundred Thousand (P200,000.00) Pesos
as
and by way of attorney’s fees.[21]
On appeal to the Court
of Appeals, the respondents ascribed the following errors to the court
a quo:
I.
THE LOWER COURT ERRED
IN HOLDING THAT THERE WAS A PERFECTED CONTRACT OF SALE OF THE TWO LOTS
ON NOVEMBER 27, 1995.
II.
THE LOWER COURT ERRED
IN NOT HOLDING THAT THE VERBAL CONTRACT OF SALE AS CLAIMED BY
PLAINTIFFS-APPELLEES
ANTONIO LITONJUA AND AURELIO LITONJUA WAS UNENFORCEABLE.
III.
THE LOWER COURT ERRED
IN HOLDING THAT THE LETTER OF DEFENDANT-APPELLANT FERNANDEZ DATED
JANUARY
16, 1996 WAS A CONFIRMATION OF THE PERFECTED SALE AND CONSTITUTED AS
WRITTEN
EVIDENCE THEREOF.
IV.
THE LOWER COURT ERRED
IN NOT HOLDING THAT A SPECIAL POWER OF ATTORNEY WAS REQUIRED IN ORDER
THAT
DEFENDANT-APPELLANT FERNANDEZ COULD NEGOTIATE THE SALE ON BEHALF OF THE
OTHER REGISTERED CO-OWNERS OF THE TWO LOTS.
V.
THE LOWER COURT ERRED
IN AWARDING ATTORNEY’S FEES IN THE DISPOSITIVE PORTION OF THE DECISION
WITHOUT STATING THE BASIS IN THE TEXT OF SAID DECISION.[22]
On February 28, 2001,
the appellate court promulgated its decision reversing and setting
aside
the judgment of the trial court and dismissing the petitioners’
complaint,
as well as the respondents’ counterclaim.[23]
The appellate court ruled that the petitioners failed to prove that a
sale
or a contract to sell over the property between the petitioners and the
private respondent had been perfected.chanrobles virtuallaw libraryred
Hence, the instant petition
for review on certiorari under Rule 45 of the Revised Rules of Court.cralaw:red
The petitioners submit
the following issues for the Court’s resolution:
A.
WHETHER OR NOT THERE
WAS A PERFECTED CONTRACT OF SALE BETWEEN THE PARTIES.
B.
WHETHER OR NOT THE
CONTRACT FALLS UNDER THE COVERAGE OF THE STATUTE OF FRAUDS.
C.
WHETHER OR NOT THE
DEFENDANTS DECLARED IN DEFAULT ARE BENEFITED BY THE ASSAILED DECISION
OF
THE COURT OF APPEALS.[24]
The petition has no
merit.cralaw:red
The general rule is
that the Court’s jurisdiction under Rule 45 of the Rules of Court is
limited
to the review of errors of law committed by the appellate court.
As the findings of fact of the appellate court are deemed continued,
this
Court is not duty-bound to analyze and calibrate all over again the
evidence
adduced by the parties in the court a quo.[25]
This rule, however, is not without exceptions, such as where the
factual
findings of the Court of Appeals and the trial court are conflicting or
contradictory.[26]
Indeed, in this case, the findings of the trial court and its
conclusion
based on the said findings contradict those of the appellate
court.
However, upon careful review of the records of this case, we find no
justification
to grant the petition. We, thus, affirm the decision of the
appellate
court.cralaw:red
On the first and second
assignment of errors, the petitioners assert that there was a perfected
contract of sale between the petitioners as buyers and the
respondents-owners,
through respondent Fernandez, as sellers. The petitioners contend
that the perfection of the said contract is evidenced by the January
16,
1996 Letter of respondent Fernandez.[27]
The pertinent portions of the said letter are as follows:chanrobles virtuallaw libraryred
… [M]y cousin and I
have thereby changed our mind and that the sale will no longer push
through.
I specifically instructed her to inform you thru your broker that we
will
not be attending the meeting to be held sometime first week of December.cralaw:red
In view thereof, I regret
to formally inform you now that we are no longer selling the property
until
all problems are fully settled. We have not demanded and received
from you any earnest money, thereby, no obligations exist.[28]
The petitioners argue
that the letter is a sufficient note or memorandum of the perfected
contract,
thus, removing it from the coverage of the statute of frauds. The
letter specifically makes reference to a sale which respondent
Fernandez
agreed to initially, but which the latter withdrew because of the
emergence
of some people who claimed to be tenants on both parcels of land.
According to the petitioners, the respondents-owners, in their answer
to
the complaint, as well as respondent Fernandez when she testified,
admitted
the authenticity and due execution of the said letter. Besides,
when
the petitioner Antonio Litonjua testified on the contract of sale
entered
into between themselves and the respondents-owners, the latter did not
object thereto. Consequently, the respondents-owners thereby
ratified
the said contract of sale. The petitioners thus contend that the
appellate court’s declaration that there was no perfected contract of
sale
between the petitioners and the respondents-owners is belied by the
evidence,
the pleadings of the parties, and the law.cralaw:red
The petitioners’ contention
is bereft of merit. In its decision, the appellate court ruled
that
the Letter of respondent Fernandez dated January 16, 1996 is hardly the
note or memorandum contemplated under Article 1403(2)(e) of the New
Civil
Code, which reads:chanrobles virtuallaw libraryred
Art. 1403. The
following contracts are unenforceable, unless they are ratified:
(2)
Those that do not comply with the Statute of Frauds as set forth in
this
number. In the following cases an agreement hereafter made shall
be unenforceable by action, unless the same, or some note or memorandum
thereof, be in writing, and subscribed by the party charged, or by his
agent; evidence, therefore, of the agreement cannot be received without
the writing, or secondary evidence of its contents:
(e)
An agreement for the leasing for a longer period than one year, or for
the sale of real property or of an interest therein.[29]
The appellate court
based its ruling on the following disquisitions:
In the case at bar,
the letter dated January 16, 1996 of defendant-appellant can hardly be
said to constitute the note or memorandum evidencing the agreement of
the
parties to enter into a contract of sale as it is very clear that
defendant-appellant
as seller did not accept the condition that she will be the one to pay
the registration fees and miscellaneous expenses and therein also
categorically
denied she had already committed to execute the deed of sale as claimed
by the plaintiffs-appellees. The letter, in fact, stated the
reasons
beyond the control of the defendant-appellant, why the sale could no
longer
push through – because of the problem with tenants. The trial
court
zeroed in on the statement of the defendant-appellant that she and her
cousin changed their minds, thereby concluding that defendant-appellant
had unilaterally cancelled the sale or backed out of her previous
commitment.
However, the tenor of the letter actually reveals a consistent denial
that
there was any such commitment on the part of defendant-appellant to
sell
the subject lands to plaintiffs-appellees. When
defendant-appellant
used the words “changed our mind,” she was clearly referring to the
decision
to sell the property at all (not necessarily to plaintiffs-appellees)
and
not in selling the property to herein plaintiffs-appellees as
defendant-appellant
had not yet made the final decision to sell the property to said
plaintiffs-appellees.
This conclusion is buttressed by the last paragraph of the subject
letter
stating that “we are no longer selling the property until all problems
are fully settled.” To read a definite previous agreement for the
sale of the property in favor of plaintiffs-appellees into the contents
of this letter is to unduly restrict the freedom of the contracting
parties
to negotiate and prejudice the right of every property owner to secure
the best possible offer and terms in such sale transactions. We
believe,
therefore, that the trial court committed a reversible error in finding
that there was a perfected contract of sale or contract to sell under
the
foregoing circumstances. Hence, the defendant-appellant may not
be
held liable in this action for specific performance with damages.[30]
In Rosencor Development
Corporation vs. Court of Appeals,[31]
the term “statute of frauds” is descriptive of statutes which require
certain
classes of contracts to be in writing. The statute does not
deprive
the parties of the right to contract with respect to the matters
therein
involved, but merely regulates the formalities of the contract
necessary
to render it enforceable. The purpose of the statute is to
prevent
fraud and perjury in the enforcement of obligations, depending for
their
existence on the unassisted memory of witnesses, by requiring certain
enumerated
contracts and transactions to be evidenced by a writing signed by the
party
to be charged. The statute is satisfied or, as it is often
stated,
a contract or bargain is taken within the statute by making and
executing
a note or memorandum of the contract which is sufficient to state the
requirements
of the statute.[32]
The application of such statute presupposes the existence of a
perfected
contract. However, for a note or memorandum to satisfy the
statute,
it must be complete in itself and cannot rest partly in writing and
partly
in parol. The note or memorandum must contain the names of the
parties,
the terms and conditions of the contract and a description of the
property
sufficient to render it capable of identification.[33]
Such note or memorandum must contain the essential elements of the
contract
expressed with certainty that may be ascertained from the note or
memorandum
itself, or some other writing to which it refers or within which it is
connected, without resorting to parol evidence.[34]
To be binding on the persons to be charged, such note or memorandum
must
be signed by the said party or by his agent duly authorized in writing.[35]chanrobles virtuallaw libraryred
In City of Cebu v. Heirs
of Rubi,[36]
we held that the exchange of written correspondence between the parties
may constitute sufficient writing to evidence the agreement for
purposes
of complying with the statute of frauds.cralaw:red
In this case, we agree
with the findings of the appellate court that there was no perfected
contract
of sale between the respondents-owners, as sellers, and the
petitioners,
as buyers.cralaw:red
There is no documentary
evidence on record that the respondents-owners specifically authorized
respondent Fernandez to sell their properties to another, including the
petitioners. Article 1878 of the New Civil Code provides that a
special
power of attorney is necessary to enter into any contract by which the
ownership of an immovable is transmitted or acquired either
gratuitously
or for a valuable consideration,[37]
or to create or convey real rights over immovable property,[38]
or for any other act of strict dominion.[39]
Any sale of real property by one purporting to be the agent of the
registered
owner without any authority therefor in writing from the said owner is
null and void.[40]
The declarations of the agent alone are generally insufficient to
establish
the fact or extent of her authority.[41]
In this case, the only evidence adduced by the petitioners to prove
that
respondent Fernandez was authorized by the respondents-owners is the
testimony
of petitioner Antonio Litonjua that respondent Fernandez openly
represented
herself to be the representative of the respondents-owners,[42]
and that she promised to present to the petitioners on December 8, 1996
a written authority to sell the properties.[43]
However, the petitioners’ claim was belied by respondent Fernandez when
she testified, thus:
Q
Madam Witness, what else did you tell to the plaintiffs?
A
I told them that I was there representing myself as one of the owners
of
the properties, and I was just there to listen to his proposal because
that time, we were just looking for the best offer and I did not have
yet
any written authorities from my brother and sisters and
relatives.
I cannot agree on anything yet since it is just a preliminary meeting,
and so, I have to secure authorities and relate the matters to my
relatives,
brother and sisters, sir.cralaw:red
Q
And what else was taken up?
A
Mr. Antonio Litonjua told me that they will be leaving for another
country
and he requested me to come back on the first week of December and in
the
meantime, I should make an assurance that there are no tenants in our
properties,
sir.[44]
The petitioners cannot
feign ignorance of respondent Fernandez’ lack of authority to sell the
properties for the respondents-owners. It must be stressed that
the
petitioners are noted businessmen who ought to be very familiar with
the
intricacies of business transactions, such as the sale of real property.cralaw:red
The settled rule is
that persons dealing with an assumed agent are bound at their peril,
and
if they would hold the principal liable, to ascertain not only the fact
of agency but also the nature and extent of authority, and in case
either
is controverted, the burden of proof is upon them to prove it.[45]
In this case, respondent Fernandez specifically denied that she was
authorized
by the respondents-owners to sell the properties, both in her answer to
the complaint and when she testified. The Letter dated January
16,
1996 relied upon by the petitioners was signed by respondent Fernandez
alone, without any authority from the respondents-owners. There
is
no evidence on record that the respondents-owners ratified all the
actuations
of respondent Fernandez in connection with her dealings with the
petitioners.
As such, said letter is not binding on the respondents as owners of the
subject properties.chanrobles virtuallaw libraryred
Contrary to the petitioners’
contention, the letter of January 16, 1996[46]
is not a note or memorandum within the context of Article 1403(2)
because
it does not contain the following: (a) all the essential terms and
conditions
of the sale of the properties; (b) an accurate description of the
property
subject of the sale; and, (c) the names of the respondents-owners of
the
properties. Furthermore, the letter made reference to only one
property,
that covered by TCT No. T-36755.cralaw:red
We note that the petitioners
themselves were uncertain as to the specific area of the properties
they
were seeking to buy. In their complaint, they alleged to have
agreed
to buy from the respondents-owners 33,990 square meters of the total
acreage
of the two lots consisting of 36,742 square meters. In their
Letter
to respondent Fernandez dated January 5, 1996, the petitioners stated
that
they agreed to buy the two lots, with a total area of 36,742 square
meters.[47]
However, in their Letter dated February 1, 1996, the petitioners
declared
that they agreed to buy a portion of the properties consisting of
33,990
square meters.[48]
When he testified, petitioner Antonio Litonjua declared that the
petitioners
agreed to buy from the respondents-owners 36,742 square meters at P150
per square meter or for the total price of P5,098,500.[49]
The failure of respondent
Fernandez to object to parol evidence to prove (a) the essential terms
and conditions of the contract asserted by the petitioners and, (b) her
authority to sell the properties for the respondents-registered owners
did not and should not prejudice the respondents-owners who had been
declared
in default.[50]
IN LIGHT OF ALL THE
FOREGOING, the petition is DENIED. The decision of the appellate
court is AFFIRMED IN TOTO. Costs against the petitioners.cralaw:red
SO ORDERED.cralaw:red
Puno, J., (Chairman), Quisumbing,
Austria-Martinez, and Tinga, JJ.,
concur.
____________________________
Endnotes:
[1]
Penned by Associate Justice Martin S. Villarama, Jr., with Associate
Justices
Conrado M. Vasquez, Jr. and Perlita J. Tria Tirona concurring.
[2]
Penned by Judge Santiago G. Estrella.
[3]
Cristeta R. Ticzon, single; Nellie R. Ticzon, single; Evangeline Jill
R.
Ticzon, single, all U.S. citizens; Erlinda T. Benitez, married to Lavio
Benitez, residents of 379 Niagara Avenue, San Francisco, California;
Dominic
R. Ticzon, married to Shiela G. Ticzon, U.S. citizen, resident of 397
Coral
Ridge Drive, Pacifica, California; Josefina Luisa T. Piamonte, married
to Lope Piamonte, Filipino, resident of 346 West Dovan St., #5
Glendale,
California, 91023, all of legal age (Exhibits “A” & “1,” Records,
pp.
7-8).
[4]
Exhibits “A” and “1.”
[5]
Exhibits “B” and “2.”
[6]
TSN, 18 May 1998, p. 9; TSN, 11 January 1999, p. 5.
[7]
Id. at 10-11; Id. at 8.
[8]
Exhibit “D.”chanrobles virtuallaw libraryred
[9]
Exhibit “G.”
[10]
Exhibit “G,” Records, p. 13.
[11]
Exhibit “F,” Id. at 14.
[12]
Ibid.
[13]
Records, pp. 1-6.chanrobles virtuallaw libraryred
[14]
Id. at 2-4.chanrobles virtuallaw libraryred
[15]
Id. at 4-5.chanrobles virtuallaw libraryred
[16]
Id. at 25-29.chanrobles virtuallaw libraryred
[17]
Id. at 29.chanrobles virtuallaw libraryred
[18]
Id. at 90-91.chanrobles virtuallaw libraryred
[19]
Id. at 142-143.chanrobles virtuallaw libraryred
[20]
Vide, note 2.chanrobles virtuallaw libraryred
[21]
Records, p. 334chanrobles virtuallaw libraryred
.
[22]
CA Rollo, p. 28.
[23]
Id. at 107-118.chanrobles virtuallaw libraryred
[24]
Rollo, p. 9.chanrobles virtuallaw libraryred
[25]
Roble v. Arbasa, 362 SCRA 69 (2001).
[26]
Fuentes v. Court of Appeals, 268 SCRA 703 (1997).
[27]
Exhibit “F,” Records, p. 14.
[28]
Ibid.chanrobles virtuallaw libraryred
[29]
Rollo, p. 29.chanrobles virtuallaw libraryred
[30]
Id. at 31.chanrobles virtuallaw libraryred
[31]
354 SCRA 119 (2001).
[32]
49 Am. Jur. 133.chanrobles virtuallaw libraryred
[33]
Holsz vs. Stephen, 200 N.E. 601 (1936).
[34]
Franklin Sugar Refining Co. v. Egerton, 288 Fed. Rep. 698 (1923);
Williams
v. Morris, 95 U.S. 360 (1877).
[35]
Thompson v. New South Coal Co., 34 S. 31 (1903).chanrobles virtuallaw libraryred
[36]
306 SCRA 408 (1999).chanrobles virtuallaw libraryred
[37]
Article 1878(5).chanrobles virtuallaw libraryred
[38]
Article 1878(12).
[39]
Article 1878(15).chanrobles virtuallaw libraryred
[40]
City-Lite Realty Corporation v. Court of Appeals, 325 SCRA 385 (2000);
Raet v. Court of Appeals, 295 SCRA 677 (1998).
[41]
Yu Eng Cho v. Pan American World Airways, Inc., 328 SCRA 717 (2000).
[42]
TSN, 18 May 1998, p. 8.chanrobles virtuallaw libraryred
[43]
Id. at 10.chanrobles virtuallaw libraryred
[44]
TSN, 11 January 1999, p. 7.
[45]
Yu Eng Cho v. Pan American World Airways, Inc., supra.
[46]
Exhibit “F.”chanrobles virtuallaw libraryred
[47]
Exhibit “D.”
[48]
Exhibit “E.”
[49]
TSN, 18 May 1998, p. 8.
[50]
Section 28, Rule 130 of the Revised Rules of Evidence. |