Case Brief: Gonzalo Puyat & Sons vs. Arco Amusement

G.R. No. L-47538 June 20, 1941
GONZALO PUYAT & SONS, INC., petitioner,
vs.
ARCO AMUSEMENT COMPANY (formerly known as Teatro Arco), respondent.

Facts:

Arco Amusement Company is a business engaged in operating cinematographs. Gonzalo Puyat & Sons, Inc, was acting as exclusive agents in the Philippines for Starr Piano Company of Indiana, USA, and dealt with cinematographer equipment and company.
Arco Amusement approached Gonzalo Puyat & Sons entered into an agreement wherein Gonzalo Puyat will, on behalf of Arco Amusement, order sound reproducing equipment from Starr Piano Company and that Arco Amusement will pay Gonzalo Puyat, in addition to the price of equipment, a 10% commission plus all expenses. Starr Piano quoted the list price of equipment as $1700 without discount to Gonzalo Puyat, which then told Arco Amusement about it. Being agreeable, the two formalized the transaction and Arco Amusement duly paid $1700 to Gonzalo Puyat.

Subsequently, Arco Amusement made another order again to Gonzalo Puyat for the equipment on the same terms as the first order. The order stated that Gonzalo Puyat would pay for the equipment the amount of $1600 which was supposed to be the exact price quoted by Starr Piano plus 10% commission and expenses. Arco Amusement duly paid $1600 plus 10% commission plus $160 for the expenses; the $160 does not represent actual out-of-pocket expenses but a mere flat charge and rough estimate made by Arco Amusement equivalent to 10% of the $1,600 price.

Arco Amusement subsequently discovered that the price quoted to them with regard to their previous orders were not the net price but rather the list price, and that the Gonzalo Puyat had obtained a discount from the Starr Piano Company. Moreover, by reading reviews and literature on prices of machinery and cinematograph equipment, Arco Amusement was convinced that the prices charged them were much too high. For these reasons, they sought to obtain a reduction from Gonzalo Puyat rather than a reimbursement, and failing in this they filed the complaint.

RTC: Contract between Arco Amusement and Gonzalo Puyat was one of outright purchase and sale.

CA: Reversed RTC’s ruling; the relation between the two was that of agent and principal, Gonzalo Puyat acting as agent of Arco Amusement, and sentenced Gonzalo Puyat to pay the alleged overpayments.

Issue:

Whether or not the contract between Arco Amusement and Gonzalo Puyat was one of purchase and sale, and not agency.

Held:

Yes. There was a contract of sale between the two.

In the first place, the contract is the law between the parties and should include all the things they are supposed to have been agreed upon. What does not appear on the face of the contract should be regarded merely as “dealer’s” or “trader’s talk”, which can not bind either party. The letters showing that Arco Amusement accepted the prices of $1700 and $1600 for the sound reproducing equipment subject of its contract with the petitioner, are clear in their terms and admit no other interpretation that the respondent in question at the prices indicated which are fixed and determinate.

Whatever unforseen events might have taken place unfavorable to Arco Amusement, such as change in prices, mistake in their quotation, loss of the goods not covered by insurance or failure of the Starr Piano Company to properly fill the orders as per specifications, Gonzalo Puyat might still legally hold Arco Amusement to the prices fixed. This is incompatible with the pretended relation of agency between the petitioner and the respondent, because in agency, the agent is exempted from all liability in the discharge of his commission provided he acts in accordance with the instructions received from his principal (section 254, Code of Commerce), and the principal must indemnify the agent for all damages which the latter may incur in carrying out the agency without fault or imprudence on his part (article 1729, Civil Code).

The orders which state that the petitioner was to receive ten per cent (10%) commission does not necessarily make Gonzalo Puyat an agent of Arco Amusement as this provision is only an additional price which Arco Amusement bound itself to pay, and which stipulation is not incompatible with the contract of purchase and sale.

 

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Case Brief: Uy and Roxas vs. CA

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.

Case Brief: Schuback & Sons Philippine Trading Corporation vs. CA

JOHANNES SCHUBACK & SONS PHILIPPINE TRADING CORPORATION, petitioner,
vs.
THE HON. COURT OF APPEALS, RAMON SAN JOSE, JR., doing business under the name and style “PHILIPPINE SJ INDUSTRIAL TRADING,” respondents.
G.R. No. 105387 November 11, 1993

FACTS:

Sometime in 1981, the defendant established a contract with plaintiff through the Philippine Consulate General in Hamburg, West Germany, because he wanted to purchase MAN bus spare parts from Germany. Plaintiff communicated with its trading partner, JOHANNES SCHUBACK & SONS PHILIPPINE TRADING CORPORATION (Schuback Hamburg) regarding the spare parts defendant wanted to order. Defendant submitted to plaintiff a list of the parts he wanted to purchase with specific part numbers and description. Plaintiff sent to defendant a letter dated 25 November, 1981, enclosing its offer on the items listed by defendant.

Plaintiff submitted its formal offer containing the item number, quantity, part number, description, unit price and total to defendant. On December, 24, 1981, defendant informed plaintiff of his desire to avail of the prices of the parts at that time.

Plaintiff immediately ordered the items needed by defendant from Schuback Hamburg to enable defendant to avail of the old prices. Schuback Hamburg in turn ordered the items from NDK, a supplier of MAN spare parts in West Germany. On January 4, 1982, Schuback Hamburg sent plaintiff a proforma invoice to be used by defendant in applying for a letter of credit. Said invoice required that the letter of credit be opened in favor of Schuback Hamburg.

On October 18, 1982, Plaintiff again reminded defendant of his order and advised that the case may be endorsed to its lawyers. Defendant replied that he did not make any valid Purchase Order and that there was no definite contract between him and plaintiff. Plaintiff sent a rejoinder explaining that there is a valid Purchase Order and suggesting that defendant either proceed with the order and open a letter of credit or cancel the order and pay the cancellation fee of 30% of F.O.B. value, or plaintiff will endorse the case to its lawyers.

Consequently, petitioner filed a complaint for recovery of actual or compensatory damages, unearned profits, interest, attorney’s fees and costs against private respondent.

In its decision dated June 13, 1988, the trial court ruled in favor of petitioner by ordering private respondent to pay petitioner, among others, actual compensatory damages in the amount of DM 51,917.81, unearned profits in the amount of DM 14,061.07, or their peso equivalent.

Thereafter, private respondent elevated his case before the Court of Appeals. On February 18, 1992, the appellate court reversed the decision of the trial court and dismissed the complaint of petitioner. It ruled that there was no perfection of contract since there was no meeting of the minds as to the price between the last week of December 1981 and the first week of January 1982.

Issue:

Whether or not a contract of sale has been perfected between the parties

Held:

The Supreme Court reversed the decision of the Court of Appeals and reinstated the decision of the trial court. It bears emphasizing that a “contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the object of the contract and upon the price.”

Article 1319 of the Civil Code states: “Consent is manifested by the meeting of the offer and acceptance upon the thing and the cause which are to constitute the contract. The offer must be certain and the acceptance absolute. A qualified acceptance constitutes a counter offer.” The facts presented to us indicate that consent on both sides has been manifested.

The offer by petitioner was manifested on December 17, 1981 when petitioner submitted its proposal containing the item number, quantity, part number, description, the unit price and total to private respondent. On December 24, 1981, private respondent informed petitioner of his desire to avail of the prices of the parts at that time and simultaneously enclosed its Purchase Order No. 0l01 dated December 14, 1981. At this stage, a meeting of the minds between vendor and vendee has occurred, the object of the contract: being the spare parts and the consideration, the price stated in petitioner’s offer dated December 17, 1981 and accepted by the respondent on December 24,1981.

When petitioner forwarded its purchase order to NDK, the price was still pegged at the old one. Thus, the pronouncement of the Court Appeals that there as no confirmed price on or about the last week of December 1981 and/or the first week of January 1982 was erroneous.

On the part of the buyer, the situation reveals that private respondent failed to open an irrevocable letter of credit without recourse in favor of Johannes Schuback of Hamburg, Germany. This omission, however, does not prevent the perfection of the contract between the parties.

The opening of a letter of credit in favor of a vendor is only a mode of payment. It is not among the essential requirements of a contract of sale enumerated in Article 1305 and 1474 of the Civil Code, the absence of any of which will prevent the perfection of the contract from taking place.

To adopt the Court of Appeals’ ruling that the contract of sale was dependent on the opening of a letter of credit would be untenable from a pragmatic point of view because private respondent would not be able to avail of the old prices which were open to him only for a limited period of time.

WHEREFORE, the petition is GRANTED and the decision of the trial court dated June 13, 1988 is REINSTATED with modification.

Case Brief: Mate vs. CA and Tan

FERNANDO T. MATE 

vs.

THE HONORABLE COURT OF APPEALS and INOCENCIO TAN

G.R. No. 120724-25; May 21, 1998

Facts:

Josie Rey with Inocencio Tan went to the residence of Fernando Mate and solicited assistance to stave off her and her family’s prosecution for violation of B.P. 22 with the amount of 4,432,067.00. Josie even requested Fernando Mate to cede three lots that he owns to Inocencio in order to placate him. Fernando refused to accept the proposal of Josie and even contended that he owes Inocencio nothing to convey to him his properties and his lots were not for sale. However, Josie persisted and informed Fernando that she will redeem those lots through her own money. After a long discussion, they have agreed and even executed a fictitious deed of sale with right to repurchase. For assurance that Josie will redeem the lots, she issued two postdated checks to Fernando. After such act, the Deed of Sale with Right to repurchase was notarized and was given to Inocencio together with the titles of the properties. The transaction was not registered to the Registry of Deeds. Fernando deposited the checks to his account few days after the date in the checks but both of them were dishonored due to a closed account. From then on, Josie could no longer be found.

LOWER COURT’S RULING: The Regional Trial Court, during the trial the RTC court asked private respondent to file an action for consolidation of ownership of the properties subject of the sale and pursuant thereto he filed Civil Case No. 7587 that was consolidated with the case he filed earlier which were later decided jointly by the trial court in favor of private respondent.

APPELLATE COURT’S RULING: The Deed of Sale with Right of Repurchase executed October 6, 1986 valid and binding between plaintiff and defendant (as vendor and vendee-a-retro respectively); that as the period to redeem has expired, ownership thereof was consolidated by operation of law, and the Register of Deeds is hereby ordered to REGISTER this decision consolidating the defendant’s ownership over the properties covered by Transfer Certificate of Title No. T-90-71, covering Lot 8; Original Certificate of Title No. N-311 covering Lot 5370, all of the Tacloban Cadastre, and issuing to defendant Inocencio Tan his titles after cancellation of the titles presently registered in plaintiff Fernando T. Mate’s name and that of his wife. The plaintiff Fernando Mate is further ordered to pay defendant the sum of ONE HUNDRED FORTY THOUSAND (P140,000.00) PESOS, for and as attorney’s fees.

Issue:

Whether the Deed of Sale with Right to repurchase is valid.

Held:  

The Supreme Court affirmed the decision of the Court of Appeals. The Court stated that as admitted by petitioner, by virtue of the sale with pacto de retro, Josie Rey gave him, as vendor-a-retro, a postdated check in the amount of P1.4 Million, which represented the repurchase price of the two (2) lots. Aside from the P1.4 Million check, Josie gave another postdated check to petitioner in the amount of P420,000.00, ostensibly as interest for six (6) months but which apparently was his fee for having executed the pacto de retro document. Josie thus assumed the responsibility of paying the repurchase price on behalf of petitioner to private respondent. Unfortunately, the two checks issued by Josie Rey were worthless. Both were dishonored upon presentment by petitioner with the drawee banks. However, there is absolutely no basis for petitioner to file a complaint against private respondent Tan and Josie Rey to annul the pacto de retro sale on the ground of lack of consideration, invoking his failure to encash the two checks. Petitioner’s cause of action was to file criminal actions against Josie Rey under B.P. 22, which he did. The filing of the criminal cases was a tacit admission by petitioner that there was a consideration of the pacto de retro sale. Further, Petitioner then postulates that “it is not only illegal but immoral to require him to repurchase his own properties with his own money when he did not derive any benefit from the transaction.” Thus, he invokes the case of Singson vs. Isabela Sawmill, 88 SCRA 633, 643, where the Court said that “where one or two innocent persons must suffer, that person who gave occasion for the damages to be caused must bear consequences.” Petitioner’s reliance on this doctrine is misplaced. He is not an innocent person. As a matter of fact, he gave occasion for the damage caused by virtue of the deed of sale with right to repurchase which he prepared and signed. Thus, there is the equitable maxim that between two innocent parties, the one who made it possible for the wrong to be done should be the one to bear the resulting loss.

Case Brief: Tanchoco vs. Aquino

G.R. No. L-30670 September 15, 1987

PASTOR TANCHOCO, MACARIO TANCHOCO, AGRIPINA TANCHOCO, INOCENCIA TANCHOCO, LIBERATA TANCHOCO and TRINIDAD TANCHOCO, petitioners,
vs.
HON. FLORENDO P. AQUINO, as Judge of the Court of First Instance of Nueva Ecija, Branch I, VICENTA TECSON VDA. DE LAJOM, JOSE T. LAJOM, RAFAEL VIOLA and THE PROVINCIAL SHERIFF OF NUEVA ECIJA, respondents.

 

Facts:

The petitioners purchased a property subject to an existing notice of lis pendens. Respondents allege that the transfer of title should still be rendered null on the grounds of the pending case where the property is the subject matter. Petitioners on the otherhand alleged that they should still be considered as buyers in good faith and that the sale executed by them should be made valid.

 

Issue:

Whether or not respondents Aquino were buyers on good faith even if they bought a property which was a subject of pending litigation.

 

Held:

One who buys land where there is a pending notice of lis pendens cannot invoke the right of a purchaser in good faith; neither can he have acquired better rights than those of his predecessor in interest.

The said portions of land were respectively declared for taxation purposes in the names of the petitioners, and they have been paying the realty taxes due thereon to the government. The possession of the said property was delivered to the petitioners and they have exercised all the rights of ownership over the same. As such registered owners of the respective portions of lot sold to them, the petitioners have acquired real rights over the said property, and they cannot now be deprived of the said property or their rights therein without due notice to them and without affording them the opportunity to be heard in a proper action or suit brought for the purpose. To deprive them of their said property or their rights therein without the required notice and without affording them the opportunity to be heard as what happened in this case, is a clear violation of the Constitutional guaranty that no person shall be deprived of his property without due process of law.

 

 

Case Brief: Duran vs. IAC

G.R. No. L-64159 September 10, 1985

CIRCE S. DURAN and ANTERO S. GASPAR, petitioners,
vs.
INTERMEDIATE APPELLATE COURT, ERLINDA B. MARCELO TIANGCO and RESTITUTO TIANGCO, respondents.

 

Facts:

Duran owned parcels of land which she had purchased. When she left the country, a deed of sale over the two lots was made in favor of her mother, who mortgaged the same to Tiangco. When Duran found out, she notified the Register of Deeds.

She did not get any answer however, prompting her to return to the Philippines. Her mother failed to redeem the mortgaged properties, which were foreclosed and sold in an auction in favor of respondent Tiangco. She alleged that the sale made by her mother is invalid.

 

Issues:

Whether or not respondent Tiangco is a buyer in good faith even without Duran’s consent.

 

Held:

Yes. Tiangco is a buyer in good faith. Good faith requires a well-founded belief that the person from whom title was received was himself the owner of the land, with the right to convey it. In the case at bar, private respondents, in good faith relied on the certificate of title in the name of Duran’s mother. A fraudulent or forged document of sale may become the root of a valid title if the certificate of title has already been transferred from the name of the true owner to the name of the forger or the name indicated by the forger.

An innocent purchaser for value relying on a Torrens title issued is protected. A mortgagee has the right to rely on what appears in the certificate of title and, in the absence of anything to excite suspicion, he is under no obligation to look beyond the certificate and investigate.