SECOND DIVISION

[G.R. No. L-6389. November 29, 1954.]

PASTOR AMIGO and JUSTINO AMIGO , petitioners, vs . SERAFIN

TEVES , respondent.

Enrique Medina for petitioners.

Capistrano & Capistrano for respondent.

SYLLABUS

1. AGENCY; POWER OF ATTORNEY; BROAD POWERS GRANTED TO AGENT

CONSTRUED. — Where the power granted to the agent is so broad that it practically
covers the celebration of any contract and the conclusion of any covenant or
stipulation, the agent can act in the same manner and with the same breath and latitude
as the principal could concerning the property.
2. "PACTO DE RETRO" SALES; LEASE COVENANT; LEASE IS MADE OF
DELIVERY BY "CONSTITUTUM POSSESSORIUM"; COVENANT IS GERMANE TO "PACTO
DE RETRO" SALES. — The lease that a vendor a retro executes on the property may be
considered as a means of delivery or tradition by constitutum possessorium. It may be
said, therefore, that the covenant regarding the lease of the land sold is germane to the
contract of sale with pacto de retro.
3. ID.; ID.; PENAL CLAUSE PROVIDING FOR AUTOMATIC TERMINATION OF
PERIOD OF REDEMPTION IS NOT CONTRARY TO LAW, MORALS OR PUBLIC ORDER. —
The lease covenant in question provided, among others, that in case of failure of the
vendors-lessees to pay the rentals as agreed upon, the lease shall automatically
terminate and the right of ownership of the vendee shall become absolute. Petitioners
contend that the penal clause is null and void. Held: While the lease covenant may be
onerous or may work hardship on the vendor because of its clause providing for the
automatic termination of the period of redemption, however, the same is not contrary
to law, morals, or public order, which may serve as basis for its nulli cation. Rather than
obnoxious or oppressive, it is a clause common in a sale with pacto de retro, and as
such it received the sanction of the courts.
4. ID.; PRICE IS USUALLY LESS THAN IN ABSOLUTE SALES. — In a contract of
sale with pacto de retro, the price is usually less than in absolute sales for the reason
that in a sale with pacto de retro, the vendor expects to re-acquire or redeem the
property sold.
5. APPEALS; APPEAL BY CERTIORARI; FINDING OF COURT OF APPEALS ON
QUESTIONS OF FACT, FINAL AND CONCLUSIVE. — The nding of the Court of Appeals
on questions of fact is final and conclusive upon the Supreme Court.

DECISION

BAUTISTA ANGELO , J : p

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 This is a petition for review of a decision of the Court of Appeals modifying that
of the court of origin in the sense that plaintiffs, now petitioners, should not be made to
pay the sum of P100 as attorney's fees.
This petition stems from an action led by petitioners in the Court of First
Instance of Negros Oriental praying that judgment be rendered: (a) declaring that the
contract entered into between Marcelino M. Amigo and Sera n Teves on October 30,
1938 is merely a contract of mortgage and not a sale with right to repurchase; (b)
declaring that even if said contract be one of sale with right to repurchase, the offer to
repurchase by the vendors was made within the period agreed upon; (c) condemning
respondents to execute a deed of reconveyance; and (d) condemning respondents to
restore the property to petitioners and to pay P2,500 as damages.
The important facts which need to be considered for purposes of this petition as
found by the Court of Appeals may be brie y summarized as follows: On August 11,
1937, Macario Amigo and Anacleto Cagalitan executed in favor of their son, Marcelino
Amigo, a power of attorney granting to the latter, among others, the power "to lease, let,
bargain, transfer, convey and sell, remise, release, mortgage and hypothecate, part or
any of the properties . . . upon such terms and conditions, and under such covenants as
he shall think fit."
On October 30, 1938, Marcelino Amigo, in his capacity as attorney-in-fact,
executed a deed of sale of a parcel of land for a price of P3,000 in favor of Sera n
Teves stipulating therein that the vendors could repurchase the land within a period of
18 months from the date of the sale. In the same document, it was also stipulated that
the vendors would remain in possession of the land as lessees for a period of 18
months subject to the following terms and conditions: (a) the lessees shall pay P180
as rent every six months from the date of the agreement; (b) the period of the lease
shall terminate on April 30, 1940; (c) in case of litigation, the lessees shall pay P100 as
attorney's fees; and (d) in case of failure to pay any rental as agreed upon, the lease
shall automatically terminate and the right of ownership of vendee shall become
absolute.
On July 20, 1939, the spouses Macario Amigo and Anacleta Cagalitan donated to
their sons Justino Amigo and Pastor Amigo several parcels of land including their right
to repurchase the land in litigation. The deed of donation was made in a public
instrument, was duly accepted by the donees, and was registered in the O ce of the
Register of Deeds.
The vendors-lessees paid the rental corresponding to the rst six months, but
not the rental for the subsequent semester, and so on January 8, 1940, Sera n Teves,
the vendee-lessor, executed an "A davit of Consolidation of Title" in view of the failure
of the lessees to pay the rentals as agreed upon, and registered said a davit in the
O ce of the Register of Deeds of Negros Oriental, who, on January 28, 1940, issued to
Serafin Teves the corresponding transfer of title over the land in question.
On March 9, 1940, Justino Amigo and Pastor Amigo, as donees of the right to
repurchase the land in question, offered to repurchase the land from Sera n Teves by
tendering to him the payment of the redemption price but the latter refused on the
ground that the ownership had already been consolidated in him as purchaser a retro.
Hence, on April 26, 1940, before the expiration of the 18-month period stipulated for
the redemption of the land, the donees instituted the present action.
The issues posed by petitioners are: (1) The lease covenant contained in the
deed of sale with pacto de retro executed by Marcelino Amigo as attorney-in-fact in
favor of Sera n Teves is not germane to, nor within the purview of, the powers granted
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 to said attorney-in-fact and, therefore, is ultra vires and null and void; (2) the penal
clause stipulated in the lease covenant referring to the automatic termination of the
period of redemption is null and void; and (3) petitioners should be allowed to
repurchase the land on equitable grounds considering the great disproportion between
the redemption price and the market value of the land on the date the period of
redemption is supposed to expire.
Petitioners contend that, while the attorney-in-fact, Marcelino Amigo, had the
power to execute a deed of sale with right to repurchase under the power of attorney
granted to him, however, the covenant of lease contained in said deed whereby the
vendors agreed to remain in possession of the land as lessees is not germane to said
power of attorney and, therefore, Marcelino Amigo acted in excess of his powers as
such attorney-in-fact. The Court of Appeals, therefore, committed an error in not
declaring said covenant of lease ultra vires and null and void.
The Court of Appeals, after analyzing the extent and scope of the powers granted
to Marcelino Amigo in the power of attorney executed in his favor by his principals,
found that such powers are broad enough to justify the execution of any contract
concerning the lands covered by the authority even if this be a contract of lease. The
court even went further: even in the supposition that the power to take the land under
lease is not included within the authority granted, petitioners cannot now impugn the
validity of the lease covenant because such right devolves upon the principals, who are
the only one who can claim that their agent has exceeded the authority granted to him,
and because said principals had tacitly ratified the act done by said agent.
We nd no plausible reason to disturb this nding of the Court of Appeals. The
same, in our opinion, is in consonance with the evidence presented and with the
conclusions that should be drawn from said evidence. This can be shown from a mere
examination of the power of attorney (Exhibit D.) A cursory reading thereof would at
once reveal that the power granted to the agent is so broad that it practically covers the
celebration of any contract and the conclusion of any covenant or stipulation. Thus,
among the powers granted are: "to bargain, contract, agree for, purchase, receive, and
keep lands, tenements, hereditaments, and accept the seizing and possession of all
lands," or "to lease, let, bargain, transfer, convey and sell, remise, release, mortgage and
hypothecate . . . upon such terms and conditions, and under such covenants as he shall
think t. " (Italics supplied). When the power of attorney says that the agent can enter
into any contract concerning the land, or can sell the land under any term or condition
and covenant he may think t, it undoubtedly means that he can act in the same manner
and with the same breath and latitude as the principal could concerning the property.
The fact that the agent has acted in accordance with the wish of his principals can be
inferred from their attitude in donating to the herein petitioners the right to redeem the
land under the terms and conditions appearing in the deed of sale executed by their
agent.
On the other hand, we nd nothing unusual in the lease covenant embodied in the
deed of sale for such is common in contracts involving sales of land with pacto de
retro. The lease that a vendor executes on the property may be considered as a means
of delivery or tradition by constitutum possessorium. Where the vendor a retro
continues to occupy the land as lessee, by ction of law, the possession is deemed to
be constituted in the vendee by virtue of this mode of tradition (10 Manresa, 4th ed. p.
124). We may say therefore that this covenant regarding the lease of the land sold is
germane to the contract of sale with pacto de retro.
While the lease covenant may be onerous or may work hardship on the vendor
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 because of its clause providing for the automatic termination of the period of
redemption, however, the same is not contrary to law, morals, or public order, which
may serve as basis for its nulli cation. Rather than obnoxious or oppressive, it is a
clause common in a sale with pacto de retro, and as such it received the sanction of our
courts. As an instance, we may cite the case of Vitug Dimatulac vs. Coronel, 40 Phil.,
686, which, because of its direct bearing on our case, we will presently discuss.
In that case, Dimatulac sold a piece of land to Dolores Coronel for the sum of
P9,000, reserving the privilege to repurchase within the period of 5 years. The contract
contained a provision — "commonly found in contracts of this character" — converting
the vendor into a lessee of the vendee at an agreed rental, payable annually in the
months of January and February, and permitting the vendor to retain possession of the
property as lessee until the time allowed for its repurchase. It was also stipulated that
in the event the vendor should fail to pay the agreed rental for any year of the ve, the
right to repurchase would be lost and the ownership consolidated in the vendee. The
vendor fails to perform this obligation and continued in arrears in the payment of rent
for at least three years, and taking advantage of the clause by which the consolidation
of the property was accelerated, the vendee impleaded the vendor in a civil action to
compel him to surrender the property. This case, however, was settled by a
compromise by virtue of which the vendor agreed to place the property at the disposal
of the vendee so that the latter may apply to products of the land to the payment of the
rent. Later, the vendor offered to redeem the property under the contract of sale with
pacto de retro, the period of redemption not having as yet expired. The vendee refused
the offer on the ground that her title to the property had already been consolidated.
This Court declared the lease covenant contained in the contract as lawful, although it
found that the act of the vendee in taking possession of the land by way of
compromise constituted a waiver of the penal provision relative to the acceleration of
the period of redemption. On this point, the Court said:
"It is undeniable that the clause in the contract of sale with pacto de retro
of June 30, 1911, providing for extinction of the right of the plaintiff to repurchase
in case he should default in the payment of the rent for any year was lawful. The
parties to a contract of this character may legitimately x any period they please,
not in excess of ten years, for the redemption of the property by the vendor; and
no sufficient reason occurs to us why the determination of the right of redemption
may not be made to depend upon the delinquency of the vendor-now become
lessee-in the payment of the stipulated rent. The Supreme Court of Spain sustains
the a rmative of this proposition (decision of January 18, 1900); and although
such a provision, being of a penal nature, may involve hardships to the lessee, the
consequence are not worse than such as follow from many other forms of
agreement to which contracting parties may lawfully attach their signatures.
Nevertheless, admitting the validity of such a provision, it is not to be expected
that any court will be reluctant to relieve from its effects wherever this can be
done consistently with established principles of law."
We have not failed to take notice of the Court's warning that "admitting the
validity of such a provision, it is not to be expected that any court will be reluctant to
relieve from its effects wherever this can be done consistently with established
principles of law." We only wish that in this case, as in the Dimatulac case, a way may be
found consistent with law whereby we would relieve the petitioners from the effects of
the penal clause under consideration, but, to our regret, none we have found, for
respondent has been alert and quick enough to assert his right by consolidating his
ownership when the rst chance to do so has presented itself. He has shown no
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 vacillation, nor offered any compromise which we may deem as a waiver or a
justi cation for forfeiting the privilege given him under the penal clause. The only
alternative left is to enforce it as stipulated in the agreement.
Petitioners also contend that as the assessed value of the land in 1938, when the
contract was celebrated, was P4,280, the selling price of 3,000 agreed upon is
unconscionable and, therefore, the penal clause should be considered as not written,
and petitioners should be allowed to exercise the right to repurchase on equitable
considerations. And in support of this contention, counsel presented evidence to show
that the market price of the land in 1940, the year the period of redemption was
supposed to expire, was fourteen times more than the money paid for it by respondent
such that, if that should be taken as basis, the value of the land would be P43,004.50.
While this contention may have some basis when considered with reference to an
absolute contract of sale, it loses weight when applied to a contract of sale, with pacto
de retro, where the price is usually less than in absolute sale for the reason that in a sale
with pacto de retro, the vendor expects to re-acquire or redeem the property sold.
Another aw we nd is that all the evidence presented refers to sales which were
executed in 1940 and 1941 and none was presented pertaining to 1938, or its
neighborhood, when the contract in question was entered into. And the main reason we
nd for not entertaining this claim is that it involves a question of fact and as the Court
of Appeals has found that the price paid for the land is not unreasonable as to justify
the nulli cation of the sale, such nding, in appeal by certiorari, is nal and conclusive
upon this Court.
Finding no error in the decision appealed from, the same is hereby a rmed,
without pronouncement as to costs.
Pablo, Bengzon, Padilla, Montemayor, Reyes, A., Jugo and Concepcion, JJ.,
concur.

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