MANILA MEMORIAL PARK CEMETERY, INC., petitioner, vs. PEDRO L. LINSANGAN,

MANILA MEMORIAL PARK CEMETERY, INC., petitioner, vs. PEDRO L. LINSANGAN, respondent. G.R. No. 151319 November 22, 2004

FACTS:

 

 Florencia Baluyot offered Atty. Pedro L. Linsangan a lot called Garden State at the Holy Cross Memorial Park owned by petitioner (MMPCI). According to Baluyot, a former owner of a memorial lot under Contract No. 25012 was no longer interested in acquiring the lot and had opted to sell his rights subject to reimbursement of the amounts he already paid. The contract was for P95,000.00. Baluyot reassured Atty. Linsangan that once reimbursement is made to the former buyer, the contract would be transferred to him. Atty. Linsangan agreed and gave Baluyot P35,295.00 representing the amount to be reimbursed to the original buyer and to complete the down payment to MMPCI. Baluyot issued handwritten and typewritten receipts for these payments. Baluyot verbally advised Atty. Linsangan that Contract No. 28660 was cancelled for reasons the latter could not explain, and presented to him another proposal for the purchase of an equivalent property. He refused the new proposal and insisted that Baluyot and MMPCI honor their undertaking. For the alleged failure of MMPCI and Baluyot to conform to their agreement, Atty. Linsangan filed a Complaint for Breach of Contract and Damages against the former. For its part, MMPCI alleged that Contract No. 28660 was cancelled conformably with the terms of the contract because of non-payment of arrearages. MMPCI stated that Baluyot was not an agent but an independent contractor, and as such was not authorized to represent MMPCI or to use its name except as to the extent expressly stated in the Agency Manager Agreement.

 

ISSUE: Whether or not a contract of agency exists between Baluyot and MMPCI.

 

RULING: NO. The acts of an agent beyond the scope of his authority do not bind the principal, unless he ratifies them, expressly or impliedly. Only the principal can ratify; the agent cannot ratify his own unauthorized acts. Moreover, the principal must have knowledge of the acts he is to ratify. No ratification can be implied in the instant case. Atty. Linsangan failed to show that MMPCI had knowledge of the arrangement. As far as MMPCI is concerned, the contract price was P132,250.00, as stated in the Offer to Purchase signed by Atty. Linsangan and MMPCI's authorized officer. Likewise, this Court does not find favor in the Court of Appeals' findings that "the authority of defendant Baluyot may not have been expressly conferred upon her; however, the same may have been derived impliedly by habit or custom which may have been an accepted practice in their company in a long period of time." A perusal of the records of the case fails to show any indication that there was such a habit or custom in MMPCI that allows its agents to enter into agreements for lower prices of its interment spaces, nor to assume a portion of the purchase price of the interment spaces sold at such lower price. No evidence was ever presented to this effect.

LOPEZ v. CA

LOPEZ v. CA G.R. No. 157784 December 16, 2008 Ponente: TINGA

FACTS:

On 23 March 1968, Juliana executed a notarial will,whereby she expressed that she wished to constitute a trust fund for her paraphernal properties, denominated as Fideicomiso de Juliana Lopez Manzano (Fideicomiso), to be administered by her husband. If her husband were to die or renounce the obligation, her nephew, Enrique Lopez, was to become administrator and executor of the Fideicomiso. Two-thirds (2/3) of the income from rentals over these properties were to answer for the education of deserving but needy honor students, while one-third 1/3 was to shoulder the expenses and fees of the administrator. As to her conjugal properties, Juliana bequeathed the portion that she could legally dispose to her husband, and after his death, said properties were to pass to her biznietos or great grandchildren. Juliana initiated the probate of her will five (5) days after its execution, but she died on 12 August 1968, before the petition for probate could be heard. The petition was pursued instead in Special Proceedings (S.P.) No. 706 by her husband, Jose, who was the designated executor in the will. On 7 October 1968, the Court of First Instance, Branch 3, Balayan,Batangas, acting as probate court, admitted the will to probate and issued the letters testamentary to Jose. Jose then submitted an inventory of Juliana’s real and personal properties with their appraised values, which was approved by the probate court. Thereafter, Jose filed a Report dated 16 August 1969, which included a proposed project of partition. Jose proceeded to offer a project of partition.Then, Jose listed those properties which he alleged were registered in both his and Juliana’s names, totaling 13 parcels in all. The disputed properties consisting of six (6) parcels, all located in Balayan, Batangas, were included in said list. On 25 August 1969, the probate court issued an order approving the project of partition. As to the properties to be constituted into the Fideicomiso, the probate court ordered that the certificates of title thereto be cancelled, and, in lieu thereof, new certificates be issued in favor of Jose as trustee of the Fideicomiso covering one-half (1/2) of the properties listed under paragraph 14 of the project of partition; and regarding the other half, to be registered in the name of Jose as heir of Juliana. The properties which Jose had alleged as registered in his and Juliana’s names, including the disputed lots, were adjudicated to Jose as heir, subject to the condition that Jose would settle the obligations charged on these properties. The probate court, thus, directed that new certificates of title be issued in favor of Jose as the registered owner thereof in its Order dated 15 September 1969. On even date, the certificates of title of the disputed properties were issued in the name of Jose. The Fideicomiso was constituted in S.P No. 706 encompassing one-half (1/2) of the Abra de Ilog lot on Mindoro, the 1/6 portion of the lot in Antorcha St. in Balayan, Batangas and all other properties inherited ab intestato by Juliana from her sister, Clemencia, in accordance with the order of the probate court in S.P. No. 706. The disputed lands were excluded from the trust. Jose died on 22 July 1980, leaving a holographic will disposing of the disputed properties to respondents. The will was allowed probate on 20 December 1983 in S.P. No. 2675 before the RTC of Pasay City. Pursuant to Jose’s will, the RTC ordered on 20 December 1983 the transfer of the disputed properties to the respondents as the heirs of Jose. Consequently, the certificates of title of the disputed properties were cancelled and new ones issued in the names of respondents. Petitioner’s father, Enrique Lopez, also assumed the trusteeship of Juliana’s estate. On 30 August 1984, the RTC of Batangas, Branch 9 appointed petitioner as trustee of Juliana’s estate in S.P. No. 706. On 11 December 1984, petitioner instituted an action for reconveyance of parcels of land with sum of money before the RTC of Balayan, Batangas against respondents. The complaint essentially alleged that Jose was able to register in his name the disputed properties, which were the paraphernal properties of Juliana, either during their conjugal union or in the course of the performance of his duties as executor of the testate estate of Juliana and that upon the death of Jose, the disputed properties were included in the inventory as if they formed part of Jose’s estate when in fact Jose was holding them only in trust for the trust estate of Juliana. The RCT dismissed the petition on the ground of prescription. The CA denied the appeals filed by both parties. Hence, this petition.

 

ISSUE: Whether an implied trust was constituted over the disputed properties when Jose, the trustee, registered them in his name.

 

HELD:

 

The disputed properties were excluded from the Fideicomiso at the outset. Jose registered the disputed properties in his name partly as his conjugal share and partly as his inheritance from his wife Juliana, which is the complete reverse of the claim of the petitioner, as the new trustee, that the properties are intended for the beneficiaries of the Fideicomiso. Furthermore, the exclusion of the disputed properties from the Fideicomiso was approved by the probate court and, subsequently, by the trial court having jurisdiction over the Fideicomiso. The registration of the disputed properties in the name of Jose was actually pursuant to a court order. The apparent mistake in the adjudication of the disputed properties to Jose created a mere implied trust of the constructive variety in favor of the beneficiaries of the Fideicomiso.

Prats v. Court of Appeals

Prats v. Court of Appeals G.R. No. L-39822, January 31, 1978, Fernandez, J.

 

Facts:

 

In 1968, Antonio Prats, under the name of “ Philippine Real Estate Exchange” instituted against Alfonso Doronilla and PNB a case to recover a sum of money and damages. Doronilla had for sometime tried to sell his 300 ha land and he had designated several agents for that purpose at one time. He offered the property to the Social Security System but was unable to consummate the sale. Subsequently he gave a written authority in writing to Prats to negotiate the sale of the property. Such authorization was published by Prats in the Manila Times. The parties agreed that Prats will be entitled to 10% commission and if he will be able to sell it over its price, the excess shall be credited to the latter plus his commission. Thereafter, Prats negotiated the land to the SSS. SSS invited Doronilla for a conference but the latter declined and instead instructed that the former should deal with Prats directly. Doronilla had received the full payment from SSS. When Prats demanded from him his professional fees as real estate broker, Doronilla refused to pay. Doronilla alleged that Prats had no right to demand the payment not rendered according to their agreement and that the authority extended to Prats had expired prior to the closing of the sale..

 

Issue: Whether petitioner was the efficient procuring cause in bringing about the sale of respondent’s land to the SSS.

 

Ruling:

 

The Supreme Court ruled that Prats was not the efficient procuring cause of the sale. It was not categorical that it was through Prats efforts that meeting with the SSS official to close the sale took place. The court concluded that the meeting took place independently because the SSS had manifested disinterest in Prats intervention. However, in equity, the court noted that Prats had diligently taken steps to bring back together Doronilla and SSS. Prats efforts somehow were instrumental in bringing them together again and finally consummating the sale although such finalization was after the expiration of Prats extended exclusive authority. Doronilla was ordered to pay Prats for his efforts and assistance in the transaction

Singsong v. Isabela Sawmill

Singsong v. Isabela Sawmill G.R. No. L-27343, February 28, 1979, Fernandez, J.

Facts: In 1951, defendants entered into a contract of partnership under the firm name “Isabela Sawmill”. In 1956 the plaintiff sold to the partnership a motor truck and two tractors. The partnership was not able to pay their whole balance even after demand was made. One of the partners withdrew from the partnership but instead of terminating the said partnership it was continued by the two remaining partners under the same firm name. Plaintiffs also seek the annulment of the assignment of right with chattel mortgage entered into by the withdrawing partner and the remaining partners. The appellants contend that the chattel mortgage may no longer be nullified because it had been judicially approved and said chattel mortgage had been judicially foreclosed.

 

Issue: Whether the withdrawal of one of the partners dissolved the partnership.

 

Ruling:

 

 It does not appear that the withdrawal of the partner was not published in the newspapers. The appellees and the public in general had a right to expect that whatever, credit they extended to the remaining partners could be enforced against the properties of the partnership. The withdrawing partner cannot be relieved from her liability to the creditor of the partnership due to her own fault by not insisting on the liquidation of the partnership. Though she had acted in good faith, the appellees also acted in good faith in extending credit to the partnership. Where one of two innocent persons must suffer, that person who gave occasion for the damages to be caused must bear the consequences. Technically, the partnership was dissolved by the withdrawal of one of the partners. Through her acts of entering into a memorandum with the remaining partners misled the creditors that they were doing business with the partnership. Hence, from the order of the lower court ordering the withdrawing partner to pay the plaintiffs, she is thus entitled for reimbursement from the remaining partners.

Soncuya v. de Luna

Soncuya v. de Luna G.R. No. L-45464, April 28, 1939, Villa-Real, J.

 

Facts:

 

Petitioner filed a complaint against respondent for damages as a result of the fraudulent administration of the partnership, “Centro Escolar de Senoritas” of which petitioner and the deceased Avelino Librada were members. For the purpose of adjudicating to plaintiff damages which he alleges to have suffered as a partner, it is necessary that a liquidation of the business be made that the end profits and losses maybe known and the causes of the latter and the responsibility of the defendant as well as the damages in which each partner may have suffered, maybe determined.

 

Issue: Whether the petitioner is entitled to damages.

 

Ruling:

 

According to the Supreme Court the complaint is not sufficient to constitute a cause of action on the part of the plaintiff as member of the partnership to collect damages from defendant as managing partner thereof, without previous liquidation. Thus, for a partner to be able to claim from another partner who manages the general co-partnership, allegedly suffered by him by reason of the fraudulent administration of the latter, a previous liquidation of said partnership is necessary.

Idos v. CA

Idos v. CA G.R. NO. 110782, September 25, 1998, Quisumbing, J.

 

 

Facts:

 

In 1985, Eddie Alarilla and Irma Idos formed a partnership which they decided to terminate after a year. To pay Alarilla’s share of the asset, Idos issued 4 post dated checks. Alarilla was able to encash the first, second and fourth checks but the third was dishonored for insufficiency of funds. He demanded payment but Idos failed to pay. She claimed that the checks were issued as assurance of Alarilla’s share in the assets of the partnership and that it was supposed to be deposited until the stocks were sold. He filed an information for violation of BP blg. 22 against Idos in which she was found guilty by the trial court.

 

Issue: Did the court confused and merged into one the legal concepts of dissolution, liquidation and termination of a partnership?

 

Ruling: The partners agreement to terminate the partnership did not automatically dissolved the partnership. They were in the process of winding-up when the check in question was issued. The best evidenceof the existence of the partnership, which was not yet terminated were the unsold goods and uncollected receivables which were presented to the trial court. Article 1829 of the Civil Code provides that “on dissolution the partnership is not terminated but continues until the winding-up of partnership affairs is completed. Since the partnership has not been terminated, Idos and Alarilla remained co-partners. The check was issued by petitioner to respondent as would a partner to another and not as a payment by debtor to creditor. Thus, absent the first element of the complained offense, the act is not punishable by the statute.

VILLAREAL V. RAMIREZ

VILLAREAL V. RAMIREZ

Facts:

 

In 1984, Villareal, Carmelito Jose and Jesus Jose formed a partnership with a capital of P750,000for the operation of a restaurant and catering business. Respondent Ramirez joined as a partner in the business with the capital contribution of P250,000. In 1987, Jesus Jose withdrew from the partnership and within the same time, Villareal and Carmelito Jose, petitioners closed the business without prior knowledge of respondents In March 1987, respondents wrote a letter to petitioners stating that they were no longer interested in continuing the partnership and that they were accepting the latter’s offer to return their capital contribution. This was left unheeded by the petitioners, and by reason of which respondents filed a complaint in the RTC.RTC ruled that the parties had voluntarily entered into a partnership, which could be dissolved at any time, and this dissolution was showed by the fact that petitioners stopped operating the restaurant. On appeal, CA upheld RTC’s decision that the partnership was dissolved and it added that respondents had no right to demand the return of their capital contribution. However since petitioners did not give the proper accounting for the liquidation of the partnership, the CA took it upon itself to compute their liabilities and the amount that is proper to the respondent. The computation of which was:(capital of the partnership – outstanding obligation) / remaining partners =amount due to private respondent

 

Issue: W/N petitioners are liable to respondents for the latter’s share in the partnership?

 

Ruling:

 

No. Respondents have no right to demand from petitioner the return of their equity share. As found by the court petitioners did not personally hold its equity or assets. “The partnership has a juridical personality separate and distinct from that of each of the partners.” Since the capital was contributed to the partnership, not to petitioners, it is the partnership that must refund the equity of the retiring partners. However, before the partners can be paid their shares, the creditors of the partnership must first be compensated. Therefore, the exact amount of refund equivalent to respondents’ one-third share in the partnership cannot be determined until all the partnership assets will have been liquidated and all partnership creditors have been paid. CA’s computation of the amount to be refunded to respondents as their share was thus erroneous.