CONDE vs.

CA

Facts:

On 7 April 1938, Margarita Conde, Bernardo Conde and Dominga Conde, as heirs of
Santiago Conde, sold with right to repurchase, within 10 years from said date, a 1
hectare parcel of agricultural land situated in Burauen, Leyte to Casimira Pasagui
and Pio Altera for P165. Three years later, Original Certificate of Title No. N-534
covering the land in question was issued in the name of the Alteras subject to the
stipulated right of repurchase by the Condes. On 28 November 1945, Paciente
Cordero, son-in-law of the Alteras and their representative, signed a document in
Bisaya stating that the Memorandum of Repurchase got lost during World War II
despite all diligent searches being made; that the two parcels of land were inherited
by the Condes; that Eusebio Amarille was authorized by the Condes to repurchase
the land; that they received P165 in consideration of the sale; and that the Condes,
by virtue of the repurchase, shall repossess the said parcels of land. Neither the
vendees-a-retro, Pio Altera nor Casimira Pasagui, were signatories to that document.
Many years later, the pacto de retro document was found. In June 1965, Pio Altera
sold the disputed lot to Ramon and Catalina Conde, whose relationship to Dominga
does not appear on record. Consequently, in 1969, Dominga filed with the CFI of
Leyte a complaint for quieting of title and declaration of ownership against all the
respondents. The trial court dismissed the complaint and ordered Dominga to
vacate the premises and to deliver the disputed land to respondents. The Court of
Appeals affirmed the decision and ruled that Dominga failed to validly exercise her
right to repurchase because the Memorandum of Repurchase was not signed by the
Alteras but by Paciente, who was not authorized to sign for the said vendees-a-retro.

ISSUE:

Whether or not there was an implied agency when Cordero signed the
Memorandum of Repurchase.

HELD:

Yes. Although the contending parties were legally wanting in their respective
actuations, for example Dominga did nothing to formalize her repurchase while the
Alteras did nothing to clear their title of the encumbrance therein regarding
Domingas right to repurchase, the repurchase by Dominga is supported by her
admission that she had been in possession since 1945, the date of the repurchase,
and has been paying land taxes thereon since then. No new agreement was entered
into by the parties as stipulated in the deed of pacto de retro, if the vendors-a-retro
failed to exercise their right of redemption within 10 years. If, as alleged, Dominga
did not exert an effort to procure Pio Alteras signature after he had recovered from
illness, neither did the Alteras repudiate the deed signed by their son-in-law for 24
years, from which the Alteras are deemed to have incurred in laches. Thus, an
implied agency must have been held to have been created by their silence or lack
of action, or their failure to repudiate the agency created. (Art. 1869, New Civil
Code). Wherefore, Dominga is declared the owner of the land in question.

HARRY E. KEELER ELECTRIC CO., INC., plaintiff-appellant, [Link]

RODRIGUEZ, defendant-appellee.

Facts:

The plaintiff is a domestic corporation with its principal office in the city of Manila
and engaged in the electrical business, and among other things in the sale of what
is known as the "Matthews" electric plant, and the defendant is a resident of Talisay,
Occidental Negros, and A. C. Montelibano was a resident of Iloilo.

Having this information, Montelibano approached plaintiff at its Manila office,

claiming that he was from Iloilo and lived with Governor Yulo; that he could find
purchaser for the "Matthews" plant, and was told by the plaintiff that for any plant
that he could sell or any customer that he could find he would be paid a commission
of 10 per cent for his services, if the sale was consummated. Among other persons.
Montelibano interviews the defendant, and, through his efforts, one of the
"Matthews" plants was sold by the plaintiff to the defendant, and was shipped from
Manila to Iloilo, and later installed on defendant's premises after which, without the
knowledge of the plaintiff, the defendant paid the purchase price to Montelibano. As
a result, plaintiff commenced this action against the defendant, alleging that about
August 18, 1920, it sold and delivered to the defendant the electric plant at the
agreed price of P2,513.55 no part of which has been paid, the demands judgment
for the amount with interest from October 20, 1920.

For answer, the defendant admits the corporation of the plaintiff, and denies all
other material allegations of the complaint, and, as an affirmative defense, alleges
"that on or about the 18th of August, 1920, the plaintiff sold and delivered to the
defendant a certain electric plant and that the defendant paid the plaintiff the value
of said electric plant, to wit: P2,513.55."

Upon such issues the testimony was taken, and the lower court rendered judgment
for the defendant, from which the plaintiff appeals, claiming that the court erred in
holding that the payment to A. C. Montelibano would discharge the debt of
defendant, and in holding that the bill was given to Montelibano for collection
purposes, and that the plaintiff had held out Montelibano to the defendant as an
agent authorized to collect, and in rendering judgment for the defendant, and in not
rendering judgment for the plaintiff.

Issue: WON MONTELIBANO is authorized to receive payment?

Held:

No. There is no evidence that the plaintiff ever delivered any statements to
Montelibano, or that he was authorized to receive or receipt for the money, and
defendant's own telegram shows that the plaintiff "did not present bill" to
defendant. He now claims that at the very time this telegram was sent, he had the
receipt of Montelibano for the money upon the identical statement of account which
it is admitted the plaintiff did render to the defendant.

Article 1162 of the Civil Code provides:

Payment must be made to the persons in whose favor the obligation is

constituted, or to another authorized to receive it in his name.

And article 1727 provides:

The principal shall be liable as to matters with respect to which the agent
has exceeded his authority only when he ratifies the same expressly or by
implication.

Mechem on Agency, volume I, section 743, says:

In approaching the consideration of the inquiry whether an assumed authority exist

in a given case, there are certain fundamental principles which must not be
overlooked. Among these are, as has been seen, (1) that the law indulges in no
bare presumptions that an agency exists: it must be proved or presumed
from facts; (2) that the agent cannot establish his own authority, either by
his representations or by assuming to exercise it; (3) that an authority
cannot be established by mere rumor or general reputation; (4)that even a
general authority is not an unlimited one; and (5) that every authority
must find its ultimate source in some act or omission of the principal. An
assumption of authority to act as agent for another of itself challenges
inquiry. Like a railroad crossing, it should be in itself a sign of danger and suggest
the duty to "stop, look, and listen." It is therefore declared to be a fundamental rule,
never to be lost sight of and not easily to be overestimated, that persons dealing
with an assumed agent, whether the assumed agency be a general or special one,
are bound at their peril, if they would hold the principal, to ascertain not only the
fact of the agency but the nature and extent of the authority, and in case either is
controverted, the burden of proof is upon them to establish it.
. . . It is, moreover, in any case entirely within the power of the person dealing with
the agent to satisfy himself that the agent has the authority he assumes to exercise,
or to decline to enter into relations with him. (Melchem on Agency, vol. I, sec. 746.)

The person dealing with the agent must also act with ordinary prudence and
reasonable diligence. Obviously, if he knows or has good reason to believe that the
agent is exceeding his authority, he cannot claim protection. So if the suggestions
of probable limitations be of such a clear and reasonable quality, or if the character
assumed by the agent is of such a suspicious or unreasonable nature, or if the
authority which he seeks to exercise is of such an unusual or improbable character,
as would suffice to put an ordinarily prudent man upon his guard, the party dealing
with him may not shut his eyes to the real state of the case, but should either refuse
to deal with the agent at all, or should ascertain from the principal the true
condition of affairs. (Mechem on Agency, vol. I, sec 752.)

And not only must the person dealing with the agent ascertain the existence of the
conditions, but he must also, as in other cases, be able to trace the source of his
reliance to some word or act of the principal himself if the latter is to be held
responsible. As has often been pointed out, the agent alone cannot enlarge or
extend his authority by his own acts or statements, nor can he alone remove
limitations or waive conditions imposed by his principal. To charge the principal in
such a case, the principal's consent or concurrence must be shown. (Mechem on
Agency, vol. I, section 757.)

Rallos vs. Yangco

Facts:

the plaintiffs proceeded to do a considerable business with the defendant through

the said Collantes, as his factor, sending to him as agent for the defendant a good
deal of produce to be sold on commission. Later, and in the month of February,
1909, the plaintiffs sent to the said Collantes, as agent for the defendant, 218
bundles of tobacco in the leaf to be sold on commission, as had been other produce
previously. The said Collantes received said tobacco and sold it for the sum of
P1,744. The charges for such sale were P206.96. leaving in the hands of said
Collantes the sum of P1,537.08 belonging to the plaintiffs. This sum was,
apparently, converted to his own use by said agent.

It appears, however, that prior to the sending of said tobacco the defendant had
severed his relations with Collantes and that the latter was no longer acting as his
factor. This fact was not known to the plaintiffs; and it is conceded in the case that
no notice of any kind was given by the defendant to the plaintiffs of the termination
of the relations between the defendant and his agent. The defendant refused to pay
the said sum upon demand of the plaintiffs, placing such refusal upon the ground
that at the time the said tobacco was received and sold by Collantes he was acting
personally and not as agent of the defendant. This action was brought to recover
said sum.

Issue: WON whether or not the plaintiffs, acting in good faith and without
knowledge, having sent produce to sell on commission to the former agent
of the defendant, can recover of the defendant under the circumstances
above set forth

HELD:

YES. We are of the opinion that the defendant is liable. Having advertised the fact
that Collantes was his agent and having given them a special invitation to deal with
such agent, it was the duty of the defendant on the termination of the relationship
of principal and agent to give due and timely notice thereof to the plaintiffs. Failing
to do so, he is responsible to them for whatever goods may have been in good faith
and without negligence sent to the agent without knowledge, actual or constructive,
of the termination of such relationship.

B. H. MACKE ET AL V JOSE CAMPS

FACTS:

B. H. Macke and W.H. Chandler, partners doing business under thee firm name of
Macke, Chandler And Company, allege that during the months of February and
March 1905, they sold to Jose Camps and delivered at his place of business, known
as the :Washington Caf, various bills of goods amounting to P351.50; that Camps
has only paid on account of said goods the sum of P174; that there is still due them
on account of said goods the sum of P177.50

Plaintiffs made demand for the payment from defendant and that the latter failed
and refused to pay the said balance or any part of it

Macke, one of the plaintiffs, testified that on the order of one Ricardo Flores, who
represented himself to be the agent of Jose Camps, he shipped the said goods to
the defendant at the Washington Caf; that Flores (agent) later acknowledged the
receipt of the said goods and made various payments thereon amounting in all to
P174; that believes that Flores is still the agent of Camps; and that when he went to
the Washington Caf for the purpose of collecting his bill he found Flores, in the
absence of Camps, apparently in charge of the business and claiming to be the
business manager of Camps, said business being that of a hotel with a bar and
restaurant annexed.

A written contract was introduced as evidence, from which it appears that one
Galmes, the former of Washington Caf subrented the building wherein the
business was conducted, to Camps for 1 year for the purpose of carrying on that
business, Camps obligating himself not to sublet or subrent the building or the
business without the consent of the said Galmes. *This contract was signed by
Camps and the name of Ricardo Flores as a witness and attached thereon is an
inventory of the furniture and fittings which also is signed by Camps with the word
sublessee below the name, and at the foot of this inventory the word received
followed by the name Ricardo Flores with the words managing agent
immediately following his name.

ISSUE: WON Ricardol Flores was the agent of Camps

HELD: Yes

Evidence is sufficient to sustain a finding that Flores is the agent of Camps in the
management of the bar of the Washington Caf with authority to bind Camps, his
principal, for the payment of the goods

The contract sufficiently establishes the fact that Camps was the owner of the
business and of the bar, and the title of managing agent attached to the signature
of Flores which appears on that contract, together with the fact that at the time the
purchases were made, Flores was apparently in charge of the business performing
the duties usually intrusted to a managing agent leave little room for doubt that he
was there as the authorized agent of Camps.

Agency by Estoppel --- One who clothes another with apparent authority as his
agent, and holds him out to the public as such, can not be permitted to deny the
authority of such person to act as his agent, to the prejudice of innocent third
persons dealing with such person in good faith and in the honest belief that he is
what he appears to be.

Estopple---- Whenever a party has, by his own declaration, act or

omission, intentionally and deliberately led another to believe a particular
thing true, and to act upon such belief, he can not, in any litigation arising
out of such declaration, act, or omission be permitted to falsify; and
unless the contrary appears, the authority of the agent must be presumed
to include all the necessary and usual means of carrying his agency into
effect.
LINAN VS PUNO

FACTS:

Plaintiff, was the owner of a certain parcel of land

Plaintiff executed the following document, which conferred upon the defendant
Marcos Puno the power, duties, and obligations

Contract provides that: Linan, plaintiff, confers sufficient power upon Marcos Puno,
respondent, to represent him in administering his interest that the former possess
within the municipality of Tarlac, purchase, sell, as well as sue and be sued before
any authority, appear before the courts of justice and administrative officers in any
proceeding or business concerning the good administration and advancement of
my interests and may, in necessary cases, appoint attorneys at law or attorneys in
fact to represent him

Puno, for the sum of P800 sold and delivered parcel of land to the other defendants

Plaintiff alleges that the said document did not confer upon Puno the power to sell
the land and prayed that the sale be set aside and that the land be returned to him
and with damages

ISSUE: WON Puno is an agent of the plaintiff and the sale made by the
former in favor of other defendants binds the principal/plaintiff

Held:

Puno is an agent but and has authority to sell the land, binds principal

The Document presented did not give Puno authority to sell the land; that the sale
was illegal and void; that defendants should return the land to the plaintiff; and that
defendants should pay plaintiff the sum of P1,000 as damages, P400 of which Puno
should be responsible for, and to pay the costs.

Puno had no authority to sell the land but only to administer the land

Contracts of agency as well as general powers of attorney must be interpreted in

accordance with the language used by the parties. The real intention of the parties
is primarily to be determined from the language used. The intention is to be
gathered from the whole instrument. In case of doubt, resort must be had to the
situation, surroundings and relations of the parties.

Whenever it is possible, effect is to be given to every word and clause used by the
parties. It is to be presumed that the parties said what they intended to say and
that they used each word or clause with some purpose and that purpose, if possible
to be ascertained and enforced. The intention of the parties must be sustained
rather than defeated.

If the contract be open to two constructions, one of which would uphold while the
other would overthrow it, the former is to be chosen. So, if by one construction the
contract would be illegal, and by another equally permissible construction it would
be lawful, the latter must be adopted. The acts of the parties in carrying out the
contract will presumed to be done in good faith. The acts of the parties will be
presumed to have been done in conformity with and not contrary to the intent of
the contract

Supreme Court: The words administer, sell, purchase etc used in the contract
seem to be used coordinately. Each has equal force with the other. There seems to
be no good reason for saying that Puno had authority to administer and not to sell
when to sell was as advantageous to the plaintiff in the administration of his
affairs as to administer. To hold that the power was to administer only when the
power to sell was equally conferred would be to give effect to a portion of the
contract only. That would give to special words of the contract a special and limited
meaning to the exclusion of other general words of equal import

Supreme Court: No proof that Puno acted in bad faith or fraudulently in selling the
land. It will be presumed that he acted in good faith and in accordance with his
power as he understood it. That his interpretation of his power is tenable cannot be
successfully denied.

Supreme Court: defendants should be relieved from liabilty