1

PAT digest part 2 presentation of their individual certificates of title, free from whatever lien and
encumbrance;
Escueta v Lim
As to petitioner Corazon Escueta, in spite of her knowledge that the disputed lots have
[G.R. No. 137162. January 24, 2007.] already been sold by Ignacio Rubio to respondent, it is alleged that a simulated deed of
sale involving said lots was effected by Ignacio Rubio in her favor; and that the
CORAZON L. ESCUETA, assisted by her husband EDGAR ESCUETA, IGNACIO E. RUBIO, simulated deed of sale by Rubio to Escueta has raised doubts and clouds over
THE HEIRS OF LUZ R. BALOLOY, namely, ALEJANDRINO R. BALOLOY and BAYANI R. respondent's title.
BALOLOY, petitioners, vs. RUFINA LIM, respondent.
In their separate amended answers, petitioners denied the material allegations of the
DECISION complaint and alleged inter alia the following:

AZCUNA, J p: For the heirs of Luz Baloloy (Baloloys for brevity):

This is an appeal by certiorari 1 to annul and set aside the Decision and Resolution of the Respondent has no cause of action, because the subject contract of sale has no more
Court of Appeals (CA) dated October 26, 1998 and January 11, 1999, respectively, in CA- force and effect as far as the Baloloys are concerned, since they have withdrawn their
G.R. CV No. 48282, entitled " Rufina Lim v. Corazon L. Escueta, etc., et. al." offer to sell for the reason that respondent failed to pay the balance of the purchase
price as orally promised on or before May 1, 1990.
The facts 2 appear as follows:
For petitioners Ignacio Rubio (Rubio for brevity) and Corazon Escueta (Escueta for
Respondent Rufina Lim filed an action to remove cloud on, or quiet title to, real brevity):
property, with preliminary injunction and issuance of [a hold-departure order] from the
Philippines against Ignacio E. Rubio. Respondent amended her complaint to include Respondent has no cause of action, because Rubio has not entered into a contract of
specific performance and damages. sale with her; that he has appointed his daughter Patricia Llamas to be his attorney-in-
fact and not in favor of Virginia Rubio Laygo Lim (Lim for brevity) who was the one who
In her amended complaint, respondent averred inter alia that she bought the hereditary represented him in the sale of the disputed lots in favor of respondent; that the
shares (consisting of 10 lots) of Ignacio Rubio [and] the heirs of Luz Baloloy, namely: P100,000 respondent claimed he received as down payment for the lots is a simple
Alejandrino, Bayani, and other co-heirs; that said vendors executed a contract of sale transaction by way of a loan with Lim.
dated April 10, 1990 in her favor; that Ignacio Rubio and the heirs of Luz Baloloy
received [a down payment] or earnest money in the amount of P102,169.86 and The Baloloys failed to appear at the pre-trial. Upon motion of respondent, the trial court
P450,000, respectively; that it was agreed in the contract of sale that the vendors would declared the Baloloys in default. They then filed a motion to lift the order declaring
secure certificates of title covering their respective hereditary shares; that the balance them in default, which was denied by the trial court in an order dated November 27,
of the purchase price would be paid to each heir upon presentation of their individual 1991. Consequently, respondent was allowed to adduce evidence ex parte. Thereafter,
certificate[s] of [title]; that Ignacio Rubio refused to receive the other half of the down the trial court rendered a partial decision dated July 23, 1993 against the Baloloys, the
payment which is P[100,000]; that Ignacio Rubio refused and still refuses to deliver to dispositive portion of which reads as follows:
[respondent] the certificates of title covering his share on the two lots; that with respect
to the heirs of Luz Baloloy, they also refused and still refuse to perform the delivery of IN VIEW OF THE FOREGOING, judgment is hereby rendered in favor of [respondent] and
the two certificates of title covering their share in the disputed lots; that respondent against [petitioners, heirs] of Luz R. Balolo[y], namely: Alejandrino Baloloy and Bayani
was and is ready and willing to pay Ignacio Rubio and the heirs of Luz Baloloy upon Baloloy. The [petitioners] Alejandrino Baloloy and Bayani Baloloy are ordered to
immediately execute an [Absolute] Deed of Sale over their hereditary share in the
 2

properties covered by TCT No. 74392 and TCT No. 74394, after payment to them by 2. the Decision dismissing [respondent's] complaint is REVERSED and SET ASIDE and a
[respondent] the amount of P[1,050,000] or consignation of said amount in Court. [For] new one is entered. Accordingly,
failure of [petitioners] Alejandrino Baloloy and Bayani Baloloy to execute the Absolute
Deed of Sale over their hereditary share in the property covered by TCT No. T-74392 and a. the validity of the subject contract of sale in favor of [respondent] is upheld.
TCT No. T-74394 in favor of [respondent], the Clerk of Court is ordered to execute the
b. Rubio is directed to execute a Deed of Absolute Sale conditioned upon the payment
necessary Absolute Deed of Sale in behalf of the Baloloys in favor of [respondent,] with
of the balance of the purchase price by [respondent] within 30 days from the receipt of
a consideration of P[1,500,000]. Further[,] [petitioners] Alejandrino Baloloy and Bayani
the entry of judgment of this Decision.
Baloloy are ordered to jointly and severally pay [respondent] moral damages in the
amount of P[50,000] and P[20,000] for attorney's fees. The adverse claim annotated at
c. the contracts of sale between Rubio and Escueta involving Rubio's share in the
the back of TCT No. T-74392 and TCT No. T-74394[,] insofar as the shares of Alejandrino
disputed properties is declared NULL and VOID.
Baloloy and Bayani Baloloy are concerned[,] [is] ordered cancelled.
d. Rubio and Escueta are ordered to pay jointly and severally the [respondent] the
With costs against [petitioners] Alejandrino Baloloy and Bayani Baloloy.
amount of P[20,000] as moral damages and P[20,000] as attorney's fees.
SO ORDERED. 3
3. the appeal of Rubio and Escueta on the denial of their counterclaim is DISMISSED.

The Baloloys filed a petition for relief from judgment and order dated July 4, 1994 and
SO ORDERED. 5
supplemental petition dated July 7, 1994. This was denied by the trial court in an order
dated September 16, 1994. Hence, appeal to the Court of Appeals was taken challenging Petitioners' Motion for Reconsideration of the CA Decision was denied. Hence, this
the order denying the petition for relief. THaDAE petition.

Trial on the merits ensued between respondent and Rubio and Escueta. After trial, the The issues are:
trial court rendered its assailed Decision, as follows:
I
IN VIEW OF THE FOREGOING, the complaint [and] amended complaint are dismissed
against [petitioners] Corazon L. Escueta, Ignacio E. Rubio[,] and the Register of Deeds. THE HONORABLE COURT OF APPEALS ERRED IN DENYING THE PETITION FOR RELIEF
The counterclaim of [petitioners] [is] also dismissed. However, [petitioner] Ignacio E. FROM JUDGMENT FILED BY THE BALOLOYS.
Rubio is ordered to return to the [respondent], Rufina Lim[,] the amount of
P102,169.80[,] with interest at the rate of six percent (6%) per annum from April 10, II
[1990] until the same is fully paid. Without pronouncement as to costs.
THE HONORABLE COURT OF APPEALS ERRED IN REINSTATING THE COMPLAINT AND IN
SO ORDERED. 4 AWARDING MORAL DAMAGES AND ATTORNEY'S FEES IN FAVOR OF RESPONDENT
RUFINA L. LIM CONSIDERING THAT:
On appeal, the CA affirmed the trial court's order and partial decision, but reversed the
later decision. The dispositive portion of its assailed Decision reads: A. IGNACIO E. RUBIO IS NOT BOUND BY THE CONTRACT OF SALE BETWEEN VIRGINIA
LAYGO-LIM AND RUFINA LIM.
WHEREFORE, upon all the foregoing premises considered, this Court rules:
B. THE CONTRACT ENTERED INTO BETWEEN RUFINA LIM AND VIRGINIA LAYGO-LIM IS A
1. the appeal of the Baloloys from the Order denying the Petition for Relief from CONTRACT TO SELL AND NOT A CONTRACT OF SALE.
Judgment and Orders dated July 4, 1994 and Supplemental Petition dated July 7, 1994
is DISMISSED. The Order appealed from is AFFIRMED.
 3

C. RUFINA LIM FAILED TO FAITHFULLY COMPLY WITH HER OBLIGATIONS UNDER THE Dealing with an assumed agent, respondent should ascertain not only the fact of
CONTRACT TO SELL THEREBY WARRANTING THE CANCELLATION THEREOF. agency, but also the nature and extent of the former's authority. Besides,
Virginia exceeded the authority for failing to comply with her obligations under the
D. CORAZON L. ESCUETA ACTED IN UTMOST GOOD FAITH IN ENTERING INTO THE "Joint Special Power of Attorney."
CONTRACT OF SALE WITH IGNACIO E. RUBIO.
The amount encashed by Rubio represented not the down payment, but the payment of
III respondent's debt. His acceptance and encashment of the check was not a ratification
of the contract of sale.
THE CONTRACT OF SALE EXECUTED BETWEEN IGNACIO E. RUBIO AND CORAZON L.
ESCUETA IS VALID. Third, the contract between respondent and Virginia is a contract to sell, not a contract
of sale. The real character of the contract is not the title given, but the intention of the
IV
parties. They intended to reserve ownership of the property to petitioners pending full
payment of the purchase price. Together with taxes and other fees due on the
THE HONORABLE COURT OF APPEALS ERRED IN DISMISSING PETITIONERS'
properties, these are conditions precedent for the perfection of the sale. Even assuming
COUNTERCLAIMS.
that the contract is ambiguous, the same must be resolved against respondent, the
Briefly, the issue is whether the contract of sale between petitioners and respondent is party who caused the same.
valid.
Fourth, Respondent failed to faithfully fulfill her part of the obligation. Thus, Rubio had
Petitioners argue, as follows: the right to sell his properties to Escueta who exercised due diligence in ascertaining
ownership of the properties sold to her. Besides, a purchaser need not inquire beyond
First, the CA did not consider the circumstances surrounding petitioners' failure to what appears in a Torrens title.
appear at the pre-trial and to file the petition for relief on time.
The petition lacks merit. The contract of sale between petitioners and respondent is
As to the failure to appear at the pre-trial, there was fraud, accident and/or excusable valid.
neglect, because petitioner Bayani was in the United States. There was no service of the
notice of pre-trial or order. Neither did the former counsel of record inform him. Bayani Baloloy was represented by his attorney-in-fact, Alejandrino Baloloy. In the
Consequently, the order declaring him in default is void, and all subsequent Baloloys' answer to the original complaint and amended complaint, the allegations
proceedings, orders, or decision are void. relating to the personal circumstances of the Baloloys are clearly admitted.

Furthermore, petitioner Alejandrino was not clothed with a power of attorney to appear "An admission, verbal or written, made by a party in the course of the proceedings in
on behalf of Bayani at the pre-trial conference. the same case, does not require proof." 6 The "factual admission in the pleadings on
record [dispenses] with the need . . . to present evidence to prove the admitted
Second, the sale by Virginia to respondent is not binding. Petitioner Rubio did not fact." 7 It cannot, therefore, "be controverted by the party making such admission, and
authorize Virginia to transact business in his behalf pertaining to the property. The [is] conclusive" 8 as to them. All proofs submitted by them "contrary thereto or
Special Power of Attorney was constituted in favor of Llamas, and the latter was not inconsistent therewith should be ignored whether objection is interposed by a party or
empowered to designate a substitute attorney-in-fact. Llamas even disowned her not." 9Besides, there is no showing that a palpable mistake has been committed in their
signature appearing on the "Joint Special Power of Attorney," which constituted Virginia admission or that no admission has been made by them.
as her true and lawful attorney-in-fact in selling Rubio's properties.
Pre-trial is mandatory. 10 The notices of pre-trial had been sent to both the Baloloys and
their former counsel of record. Being served with notice, he is "charged with the duty of
 4

notifying the party represented by him." 11 He must "see to it that his client receives The second Order refers to the grant of partial execution, i.e. on the aspect of damages.
such notice and attends the pre-trial." 12 What the Baloloys and their former counsel These Orders are only consequences of the partial decision subject of the petition for
have alleged instead in their Motion to Lift Order of As In Default dated December 11, relief, and thus, cannot be considered in the determination of the reglementary period
1991 is the belated receipt of Bayani Baloloy's special power of attorney in favor of their within which to file the said petition for relief.
former counsel, not that they have not received the notice or been informed of the
scheduled pre-trial. Not having raised the ground of lack of a special power of attorney Furthermore, no fraud, accident, mistake, or excusable negligence exists in order that
in their motion, they are now deemed to have waived it. Certainly, they cannot raise it the petition for relief may be granted. 14 There is no proof of extrinsic fraud that
at this late stage of the proceedings. For lack of representation, Bayani Baloloy was "prevents a party from having a trial . . . or from presenting all of his case to the
properly declared in default. court" 15 or an "accident . . . which ordinary prudence could not have guarded against,
and by reason of which the party applying has probably been impaired in his
Section 3 of Rule 38 of the Rules of Court states: rights." 16 There is also no proof of either a "mistake . . . of law" 17 or an excusable
negligence "caused by failure to receive notice of . . . the trial . . . that it would not be
SEC. 3. Time for filing petition; contents and verification. — A petition provided for in necessary for him to take an active part in the case . . . by relying on another person to
either of the preceding sections of this Rule must be verified, filed within sixty (60) days attend to the case for him, when such other person . . . was chargeable with that duty . .
after the petitioner learns of the judgment, final order, or other proceeding to be set . or by other circumstances not involving fault of the moving party." 18
aside, and not more than six (6) months after such judgment or final order was entered,
or such proceeding was taken; and must be accompanied with affidavits showing the Article 1892 of the Civil Code provides:
fraud, accident, mistake, or excusable negligence relied upon, and the facts constituting
the petitioner's good and substantial cause of action or defense, as the case may be. Art. 1892. The agent may appoint a substitute if the principal has not prohibited him
from doing so; but he shall be responsible for the acts of the substitute:
There is no reason for the Baloloys to ignore the effects of the above-cited rule. "The 60-
day period is reckoned from the time the party acquired knowledge of the order, (1) When he was not given the power to appoint one . . . .
judgment or proceedings and not from the date he actually read the same." 13 As aptly
Applying the above-quoted provision to the special power of attorney executed by
put by the appellate court:
Ignacio Rubio in favor of his daughter Patricia Llamas, it is clear that she is not
The evidence on record as far as this issue is concerned shows that Atty. Arsenio prohibited from appointing a substitute. By authorizing Virginia Lim to sell the subject
Villalon, Jr., the former counsel of record of the Baloloys received a copy of the partial properties, Patricia merely acted within the limits of the authority given by her father,
decision dated June 23, 1993 on April 5, 1994. At that time, said former counsel is still but she will have to be "responsible for the acts of the sub-agent," 19 among which is
their counsel of record. The reckoning of the 60 day period therefore is the date when precisely the sale of the subject properties in favor of respondent.
the said counsel of record received a copy of the partial decision which was on April 5,
Even assuming that Virginia Lim has no authority to sell the subject properties, the
1994. The petition for relief was filed by the new counsel on July 4, 1994 which means
contract she executed in favor of respondent is not void, but simply unenforceable,
that 90 days have already lapsed or 30 days beyond the 60 day period. Moreover, the
under the second paragraph of Article 1317 of the Civil Code which reads:
records further show that the Baloloys received the partial decision on September 13,
1993 as evidenced by Registry return cards which bear the numbers 02597 and 02598
Art. 1317. . . .
signed by Mr. Alejandrino Baloloy.
A contract entered into in the name of another by one who has no authority or legal
The Baloloys[,] apparently in an attempt to cure the lapse of the aforesaid reglementary
representation, or who has acted beyond his powers, shall be unenforceable, unless it is
period to file a petition for relief from judgment[,] included in its petition the two
ratified, expressly or impliedly, by the person on whose behalf it has been executed,
Orders dated May 6, 1994 and June 29, 1994. The first Order denied Baloloys' motion to
before it is revoked by the other contracting party.
fix the period within which plaintiffs-appellants pay the balance of the purchase price.
 5

Ignacio Rubio merely denies the contract of sale. He claims, without substantiation, that their co-heirs sold their hereditary shares for a price certain to which respondent agreed
what he received was a loan, not the down payment for the sale of the subject to buy and pay for the subject properties. "The offer and the acceptance are concurrent,
properties. His acceptance and encashment of the check, however, constitute since the minds of the contracting parties meet in the terms of the agreement." 27
ratification of the contract of sale and "produce the effects of an express power of
agency." 20 "[H]is action necessarily implies that he waived his right of action to avoid In fact, earnest money has been given by respondent. "[I]t shall be considered as part of
the contract, and, consequently, it also implies the tacit, if not express, confirmation of the price and as proof of the perfection of the contract. 28 It constitutes an advance
the said sale effected" by Virginia Lim in favor of respondent. payment to "be deducted from the total price." 29

Similarly, the Baloloys have ratified the contract of sale when they accepted and Article 1477 of the same Code also states that "[t]he ownership of the thing sold shall be
enjoyed its benefits. "The doctrine of estoppel applicable to petitioners here is not only transferred to the vendee upon actual or constructive delivery thereof." 30 In the
that which prohibits a party from assuming inconsistent positions, based on the present case, there is actual delivery as manifested by acts simultaneous with and
principle of election, but that which precludes him from repudiating an obligation subsequent to the contract of sale when respondent not only took possession of the
voluntarily assumed after having accepted benefits therefrom. To countenance such subject properties but also allowed their use as parking terminal for jeepneys and buses.
repudiation would be contrary to equity, and would put a premium on fraud or Moreover, the execution itself of the contract of sale is constructive delivery.
misrepresentation."21
Consequently, Ignacio Rubio could no longer sell the subject properties to Corazon
Indeed, Virginia Lim and respondent have entered into a contract of sale. Not only has Escueta, after having sold them to respondent. "[I]n a contract of sale, the vendor loses
the title to the subject properties passed to the latter upon delivery of the thing sold, ownership over the property and cannot recover it until and unless the contract is
but there is also no stipulation in the contract that states the ownership is to be resolved or rescinded . . . ." 31 The records do not show that Ignacio Rubio asked for a
reserved in or "retained by the vendor until full payment of the price." 22 rescission of the contract. What he adduced was a belated revocation of the special
power of attorney he executed in favor of Patricia Llamas. "In the sale of immovable
Applying Article 1544 of the Civil Code, a second buyer of the property who may have property, even though it may have been stipulated that upon failure to pay the price at
had actual or constructive knowledge of such defect in the seller's title, or at least was the time agreed upon the rescission of the contract shall of right take place, the vendee
charged with the obligation to discover such defect, cannot be a registrant in good faith. may pay, even after the expiration of the period, as long as no demand for rescission of
Such second buyer cannot defeat the first buyer's title. In case a title is issued to the the contract has been made upon him either judicially or by a notarial act." 32
second buyer, the first buyer may seek reconveyance of the property subject of the
sale. 23 Even the argument that a purchaser need not inquire beyond what appears in a WHEREFORE, the petition is DENIED. The Decision and Resolution of the Court of
Torrens title does not hold water. A perusal of the certificates of title alone will reveal Appeals in CA-G.R. CV No. 48282, dated October 26, 1998 and January 11, 1999,
that the subject properties are registered in common, not in the individual names of the respectively, are hereby AFFIRMED. Costs against petitioners.
heirs.
SO ORDERED.
Nothing in the contract "prevents the obligation of the vendor to convey title from
becoming effective" 24 or gives "the vendor the right to unilaterally resolve the contract Uy v CA
the moment the buyer fails to pay within a fixed period." 25 Petitioners themselves
Facts:
have failed to deliver their individual certificates of title, for which reason it is obvious
that respondent cannot be expected to pay the stipulated taxes, fees, and expenses.
Petitioners William Uy and Rodel Roxas are agents authorized to sell 8 parcels of land.
Petitioners offered to sell the land to NHA for a housing project. On February 14, 1989,
"[A]ll the elements of a valid contract of sale under Article 1458 of the Civil Code are
NHA passed a resolution approving the acquisition of said lands, and pursuant to this
present, such as: (1) consent or meeting of the minds; (2) determinate subject matter;
the parties executed Deeds of Absolute Sale. However, only 5 out of 8 lands were paid
and (3) price certain in money or its equivalent." 26 Ignacio Rubio, the Baloloys, and
 6

for by NHA because of a report from DENR that the remaining area is located at an contract, should be distinguished from motive, which is the particular reason of a
active landslide area and are therefore not conducive for housing. On November 22, contracting party which does not affect the other party. Ordinarily, a party's motives for
1991, NHA issued a resolution canceling the sale of the remaining lands and offered entering into the contract do not affect the contract. However, when the motive
P1.225 million to the landowners as daños perjuicios. On March 9, 1992, petitioners predetermines the cause, the motive may be regarded as the cause. In this case, it is
filed a complaint for damages against NHA and its general manager Robert Balao. The clear, and petitioners do not dispute, that NHA would not have entered into the
RTC declared the cancellation to be justified, but awarded the amount offered by NHA. contract were the lands not suitable for housing. In other words, the quality of the land
The Court of Appeals affirmed the decision, but deleted the award. 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. We hold that the
Issues: 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
(1) Whether the petitioners are real parties in interest
contract inexistent.
(2) Whether the cancellation is justified
Angeles v PNR
Held:
Angeles vs. PNR (Garcia, 2006)
(1) 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
Facts: PNR accepted Gaudencio’s Romualdez’ offer to buy on an “AS IS, WHERE IS” basis
and in their own behalf. An action shall be prosecuted in the name of the party who, by
PNR’s scrap/unserviceable rails located in Lubao, Pampanga for a total amount of
the substantive law, has the right sought to be enforced. Petitioners are not parties to
P96,000. Romualdez wrote a letter explicitly authorizing Lizette Angeles (deceased; was
the contract of sale between their principals and NHA. They are mere agents of the
substituted by the husband) as Romualdez’ lawful representative in the withdrawal of
owners of the land subject of the sale. As agents, they only render some service or do
the scrap materials. The letter also contain that Lizette was given the Original Copy of
something in representation or on behalf of their principals. The rendering of such
the Award for the above said purpose.
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 Lizette informed the PNR that the scrap materials was not ready for hauling and
other, the real parties-in-interest, either as plaintiff or defendant, in an action upon that requested that the PNR transfer the location. The PNR granted this request and allowed
contract must, generally, either be parties to said contract. Petitioners have not shown the withdrawal of scrap materials in Tarlac. Later on, however, it suspended the
that they are assignees of their principals to the subject contracts. While they alleged withdrawal for alleged documentary discrepancies and reports of pilferage.
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 The spouses demanded the return of the money they paid but PNR refused on the
proceeds to reimburse [themselves] for advances and commissions before turning the ground that some scrap materials have already been withdrawn (worth P114,781.80).
balance over to the principal[s]." The spouses filed a suit for specific performance against PNR. The trial court ruled that
the spouses are not real parties in interest. The CA affirmed the decision of the trial
(2) The cancellation was not a rescission under Article 1191. Rather, the cancellation court.
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 Issue: WON Lizette was an assignee or a mere agent of Romualdez. (WON the spouses
through the will of the contracting parties. Cause, which is the essential reason for the are real party in interest.) AGENT
 7

however, did not disclose to NPC that Namerco's principal, in a cabled instruction,
stated that the sale was subject to availability of a steamer, and contrary to its
Ratio: Where agency exists, the 3rd party’s liability on a contract is to the principal and principal's instruction, Namerco agreed that non-availability of a steamer was not a
not to the agent. An agent, by himself, is not a real party in interest with regard to the justification for non-payment of liquidated damages.
contract. The situation is different is the agent is the assignee. In such a case the agent
may, in his own behalf, sue on a contract made for his principal as an assignee of the The New York supplier was not able to deliver the sulfur due to its inability to secure
contract. The rule requiring every action to be prosecuted in the name of the real party shipping space. Consequently, the Government Corporate Counsel rescinded the
in interest recognizes the assignment of rights of action and also recognizes that when contract of sale due to the supplier's non-performance of its obligations, and demanded
one has a rights assigned to him, he is then a real party in interest and may maintain an payment of liquidated damages from both Namerco and the surety. Thereafter, NPC
action upon such claim or right. sued for recovery of the stipulated liquidated damages. After trial, the Court of First
Instance rendered judgment ordering defendants-appellants to pay solidarity to the NPC
The agent may also be called an attorney, proxy, delegate, or representative. The
reduced liquidated damages with interest.
scrutiny of the letter would reveal that Lizette was an agent and not an assignee.

ISSUE:
Power of Attorney – in the absence of statute, no form or method of execution is
Whether NaMerCo exceeded their authority
required. It may be in any form clearly showing on its face the agent’s authority. It is an
instrument in writing by awhich a person, as principal, appoints another as his agent and
HELD:
confers upon him the authority to perform certain special acts on behalf of the principal.
Yes, NaMerCo exceeded their authority.
The written authorization itself is the power of attorney. Its primary purpose is not to
define the authority of the agent but to evidence the authority of the agent to third
The Supreme Court held that before the contract of sale was signed Namerco was
parties. Except as may be required by statute, a power of attorney is valid even if it is
already aware that its principal was having difficulties in booking shipping space.
not notarized.

- it is strictly construed and pursued. The agent may not go beyond nor It is being enforced against the agent because article 1897 implies that the agent who
deviate from the power of attorney. acts in excess of his authority is personally liable to the party with whom he contracted.
Moreover, the rule is complemented by article 1898 of the Civil Code which provides
NAPOCOR v. NATIONAL MERCHANDISING Corp. that "if the agent contracts in the name of the principal, exceeding the scope of his
authority, and the principal does not ratify the contract, it shall be void if the party with
G.R. Nos. L-33819 and L-33897; October 23, 1982 whom the agent contracted is aware of the limits of the powers granted by the
principal".
Ponente: J. Aquino Namerco never disclosed to the Napocor the cabled or written instructions of its
principal. For that reason and because Namerco exceeded the limits of its authority, it
FACTS:
virtually acted in its own name and not as agent and it is, therefore, bound by the
Plaintiff-appellant National Power Corporation (NPC) and defendant- appellant National
contract of sale which, however, is not enforceable against its principal.
Merchandising Corporation (NAMERCO), the Philippine representative of New York-
based International Commodities Corporation, executed a contract of sale of sulfur with
DBP v CA
a stipulation for liquidated damages in case of breach.
[March 21, 1994]
Defendant-appellant Domestic Insurance Company executed a performance bond in
favor of NPC to guarantee the seller's obligation. In entering into the contract, Namerco,
 8

Ponente: Quiason, J., himself or exceeds the limits of his authority without giving such party sufficient notice
of his powers."
FACTS: In May 1987, Juan B. Dans, together with his wife Candida, his son and daughter-
in-law, applied for a loan of P500,000.00 with the DBP. As the principal mortgagor, Dans, The DBP is not authorized to accept applications for MRI when its clients are more than
then 76 years of age, was advised by DBP to obtain a mortgage redemption insurance 60 years of age (Exh. "1-Pool"). Knowing all the while that Dans was ineligible for MRI
(MRI) coverage because of his advanced age, DBP exceeded the scope of its authority when it
accepted Dan's application for MRI by collecting the insurance premium, and deducting
A loan, in the reduced amount of P300,000, was approved by the DBP and Dans its agent's commission and service fee.
accomplished and submitted the application for the MRI. The MRI premium of Dans, less
the DBP service fee of 10 percent, was credited by DBP to the savings account of the The liability of an agent who exceeds the scope of his authority depends upon whether
DBP MRI Pool. the third person is aware of the limits of the agent's powers. There is no showing that
Dans knew of the limitation on DBP's authority to solicit applications for MRI.
On September 1987, Dans died. The DBP MRI pool then informed DBP that Dans was
not eligible for the MRI coverage because the acceptance limit was 60 years at the time If the third person dealing with an agent is unaware of the limits of the authority
of application. conferred by the principal on the agent and he (third person) has been deceived by the
non-disclosure thereof by the agent, then the latter is liable for damages to him
Candida Dans filed a case against DBP and the DBP MRI for the collection of sum of
money with damages, alleging that Dans became insured by the DBP MRI Pool when EUGENIO VS COURT OF APPEALS 239 SCRA 207
DBP, with full knowledge of Dans' age at the time of application, required him to apply
for MRI, and later collected the insurance premium thereon. FACTS: Nora Eugenio was a dealer of Pepsi Cola. Her husband used to be a
route manager of Pepsi Cola. Pepsi Cola filed a complaint for a sum of money
The DBP was found to be liable. The DBP MRI, on the other hand, was found by the trial
court to have no privity of contract between the it and the deceased.
against the Eugenio couple alleging that on several occasions, the couple
purchased and received on credit various products from two of Pepsi Cola’s
ISSUE: Was DBP estopped for having led Dans into applying for MRI and actually plants and they had an outstanding balance on each plant and that the couple
collecting the premium and the service fee, despite knowledge of his age ineligibility failed to pay despite oral and written demands. In their defense, the couple
presented receipts issued to and received by them from Pepsi Cola’s route
HELD: In dealing with Dans, DBP was wearing two legal hats: the first as a lender, and
manager, Estrada. The court rendered decision in favour of Pepsi Cola asking
the second as an insurance agent.
the couple to pay the company.
As an insurance agent, DBP made Dans go through the motion of applying for said
insurance, thereby leading him and his family to believe that they had already fulfilled ISSUE:
all the requirements for the MRI and that the issuance of their policy was forthcoming.
Apparently, DBP had full knowledge that Dan's application was never going to be RULING: Pepsi Cola failed to prove that Estrada, who is its duly authorized
approved. The maximum age for MRI acceptance is 60 years as clearly and specifically agent with respect to petitioners, did not receive those amounts from the
provided in Article 1 of the Group Mortgage Redemption Insurance Policy signed in 1984 latter. As correctly explained by petitioners, “in so far as the private
by all the insurance companies concerned (Exh. "1-Pool"). respondent’s customers are concerned, for as long as they pay their obligations
to the sales representative of the private respondent using the latter’s official
Under Article 1987 of the Civil Code of the Philippines, "the agent who acts as such is
receipt, said payment extinguishes their obligations.” [Eugenio vs. Court of
not personally liable to the party with whom he contracts, unless he expressly binds
Appeals, 239 SCRA 207(1994)]
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Payment shall be made to the person in whose favor the obligation has been
constituted, or his successor-in-interest or any person authorized to receive
it.39 As far as third persons are concerned, an act is deemed to have been
performed within the scope of the agent’s authority, if such is within the terms
of the power of attorney, as written, even if the agent has in fact exceeded the
limits of his authority according to an understanding between the principal and
his agent.40 In fact, Atty. Rosario, private respondent’s own witness, admitted
that “it is the responsibility of the collector to turn over the collection. [Eugenio
vs. Court of Appeals, 239 SCRA 207(1994)]
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