January 31, 1978
Ponente: Fernandez, J.
FACTS:
·
Alfonso Doronila was the registered owner of
300 hectares of land in Montalban, Rizal. He had made several attempts to sell
the said property, including to SSS, but all negotiations fell through. So on
February 14, 1968, he gave Antonio Prats (doing business under the name of
Philippine Real Estate Exchange) an exclusive option and authority in writing
to negotiate the sale of the said property. The authority granted to Prats was
to last only for 60 days, extendible by 15 days should negotiations have been
started with a buyer. In the event of a successful sale at the basic price of
P3.00 per square meter, Prats was to receive 10% commission based on P2.10 per
square meter or at any price finally agreed upon. But if the property be sold
over and above P3.00 per square meter, the excess shall be created and paid to
Prats in addition to his 10% commission based on P2.10 per square meter.
·
By virtue of the authority granted to him,
Prats made the necessary contacts and representations to have the property
sold. He communicated with the Office of the President re: sale of the land in
line with the government's low-cost housing initiatives, for which he was
referred back to SSS. Negotiations between SSS and Prats (acting on behalf of
Doronila) resumed.
·
The authority granted to Prats expired on
April 18, 1968, but on account of Doronila's liberality, it was extended for 30
days more or until May 18, 1968. SSS expressed its intent to purchase the
property only on May 16, 1968, but no formal offer was made. By the time Prat's
authority had expired, Doronila was yet to receive an offer from SSS. But
pursuant to the original agreement between Doronila and Prats, the latter's
authority was extended for 15 days or until June 3, 1968 on account of the
ongoing negotiations with SSS.
·
On June 7, 1968, with no sale of the property
being consummated, Doronila informed Prats that the authority granted to the
latter no longer had effect. Thereafter, Doronila took it upon himself to yet
again renew his offer with SSS, this time, finally concluding in a successful
sale of the subject property on June 20, 1968 for P9.75M.
·
On September 17, 1968, Prats presented to
Doronila a Statement of Account for the payment of his professional services as
real estate broker in the amount of P1,380,000.00 representing his commission.
Doronila refused to pay, prompting Prats to institute an action against the
former.
·
TRIAL COURT RULING: Doronila is ordered to pay
Prats P1.38M with interest, P200,000.00 as moral damages, the sum of P100,000.00
as exemplary damages, and the sum of P150,000.00 as attorney's fees.
·
Doronila appealed before the CA, which
reversed the trial court's ruling. The CA noted that by the time Prat's
authority to sell had expired, SSS had yet to make a written offer to purchase
the subject property. The agreement
between Doronila and Prats was clear that if no such written offer was made
until the last day of the authorization, the option and authority shall expire
and become null and void. In fact, the extension of authority granted by
Doronila to Prats was a mere liberal concession on the part of the former,
considering that by the time Prat's authority had expired on May 18, 1968, it
cannot be said that there was any ongoing negotiation. In sum, Prats was not
entitled to be paid commissions.
·
Hence, the instant petition.
RULING:
Whether
Prats is entitled to be paid commissions. – NO.
·
From the stipulation of facts and the evidence
of record, it is clear that the offer of Doronila to sell the 300 hectares of
land in question to the SSS was formally accepted by the SSS only on June 20,
1968 after the exclusive authority in favor of Prats had expired. The CA's
factual findings that Prats was not the efficient procuring cause in bringing
about the sale are deemed final. As such, Prats is not entitled to the relief
he is praying for.
·
There is also no basis for Prats to claim that
it was he who aroused the interest of the SSS in buying Doronila's property.
This is because prior to granting Prats the exclusive authority to sell his
property, Doronila had already dealt with SSS with regard to the sale of his
land, albeit unsuccessfully.
Whether
Prats is entitled to equitable relief. – YES.
·
Despite the fact that Prats cannot be
considered the efficient procuring cause, the Court notes that he had taken
steps to bring back together Doronila and the SSS. Among these steps include:
talking to multiple government agencies, inviting SSS officers over to discuss
the offer of the sale of the property, making a formal written offer, attending
luncheons with Doronila and SSS officers, etc.
·
Under the circumstances, the Court grants in
equity the sum of One Hundred Thousand Pesos (P100,000.00) by way of
compensation for his efforts and assistance in the transaction, which however
was finalized and consummated after the expiration of his exclusive authority.
The Court likewise sets aside the P10,000.00 attorneys' fees award adjudged
against him by the CA.