Bautista vs. Nicorp Management and Development Corporation
Bautista vs. Nicorp Management and Development Corporation
Bautista vs. Nicorp Management and Development Corporation
DECISION
MENDOZA, J : p
In its Answer, 11 NICORP asked for the dismissal of the case for lack of a
cause of action and averred that Benjamin was empowered to enter into a
contract to sell by virtue of the general power of attorney; that the said
authority was valid and subsisting as there was no specific instrument that
specifically revoked his authority; that assuming Bautista exceeded his
authority when he executed the contract to sell, the agreement was still valid
and enforceable as the agency was already "coupled with interest" because of
the partial payment in the amount of P3,000,000.00; and that the contract
could not just be revoked without NICORP being reimbursed of its down
payment and the costs for the initial development it had incurred in
developing the subject property into a residential subdivision.
For its part, IE Bank denied any liability and alleged that petitioner had
no cause of action against it. IE Bank asserted that, at the time of its
constitution as an escrow agent, Benjamin possessed the necessary authority
from petitioner; that because the contract to sell remained valid, it was duty-
bound to observe its duties and obligations under the Escrow Agreement; and
that in the absence of any order from the court, it was proper for the bank not
to comply with petitioner's demand for the surrender of the certificate of title.
12
Benjamin, on the other hand, did not file any responsive pleading.
Hence, he was declared in default in the RTC Order, 13 dated August 25, 2005.
On May 24, 2010, the RTC rendered its judgment, declaring the contract
to sell null and void. 14 It explained that the general power of authority only
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pertained to acts of administration over petitioner's businesses and properties
in the Philippines and did not include authority to sell the subject property. It
pointed out that NICORP was well aware of Benjamin's lack of authority to
sell the subject property as gleaned from the contract to sell which required
the latter to procure the SPA from petitioner and even imposed a penalty of
P150,000.00 per month if he would be delayed in securing the SPA. The
dispositive portion of the RTC decision reads:
WHEREFORE, premises considered, judgment is hereby rendered
in favor of the plaintiff and against the defendants, declaring the
Contract to Sell, dated October 13, 2004 between the defendant
Bautista and NICORP to be null and void, and the writ of preliminary
injunction is now made permanent, and further ordering the defendants
NICORP and International Exchange Bank as follows —
(a) To return to the plaintiff the peaceful possession of the subject
property covered by Transfer Certificate of Title No. T-197 of
the Register of Deeds of the Province of Cavite;
(b) To return to the plaintiff the Original Owner's Duplicate of Title
No. T-197 of the Register of Deeds of the Province of Cavite;
(c) To pay to the plaintiff the amount of Php250,000.00 by way of
attorney's fees; and
(d) The Costs of suit.
SO ORDERED. 15
*** Per Special Order No. 2223, dated September 29, 2015.
1. Rollo, pp. 41-50. Penned by Associate Justice Elihu A. Ybañez with Associate
Justices Japar B. Dimaampao and Melchor Q.C. Sadang, concurring.
2. Id. at 52-53. Penned by Associate Justice Elihu A. Ybañez with Associate Justices
Japar B. Dimaampao and Melchor Q.C. Sadang, concurring.
3. Id. at 297-308. Penned by Judge Perla V. Cabrera-Faller.
4. Id. at 80-81.
5. Id. at 82-85.
6. Id. at 124-128.
24. Woodchild Holdings, Inc. v. Roxas Electric and Construction Company, Inc.,
supra note 20, at 913.
30. Philippine National Bank v. Militar, 526 Phil. 788, 798 (2006).
31. Arts. 449 and 546, Civil Code.