Tan v. Yamson
REITERATIONFacts
The Antecedents: Petitioners, owners of seven parcels of land, engaged the services of Antonio F. Yamson to find buyers for their properties. The Authority to Look for Buyer/Buyers stipulated a price of P2,000.00 per square meter, a 5% commission for Yamson, and that all expenses, including Capital Gains Tax, would be borne by the seller, except for transfer tax and re-survey fees. The authority also allowed for overpricing by Yamson, with the overprice expenses to be borne by him, and waived his commission in such cases. A protection clause entitled Yamson to his commission even after the authority's expiration if the sale was consummated with a buyer he introduced within one year. Yamson subsequently informed the petitioners in writing that he had found an interested buyer, Oscar Chua. Two lots were later sold to Kimhee Realty Corporation, represented by Chua. Yamson then demanded his commission, but the petitioners refused, claiming they had introduced Yamson to Chua and that the agreement was for Yamson to sell all seven lots, which he failed to do. Procedural History: The Regional Trial Court (RTC), Branch 58, Cebu City, ruled in favor of Yamson, ordering the petitioners to pay him P457,182.50 in commission, plus legal interest, P50,000.00 in moral damages, P50,000.00 in exemplary damages, P150,000.00 in attorney's fees, and P10,000.00 in litigation expenses. The RTC found the Authority to Look for Buyer/Buyers and Yamson's letter registering Chua as valid and enforceable, dismissing the petitioners' defenses. The Court of Appeals (CA) affirmed the RTC's decision, holding that the Authority to Look for Buyer/Buyers did not require Yamson to find a buyer for all seven lots and that any ambiguity in the document should not favor the party who caused it, as the petitioners likely drafted the document. The CA also noted that the petitioners' defense was uncorroborated by documentary evidence. Following Yamson's death during the pendency of the case before the Supreme Court, he was substituted by his heirs. The Petition: Petitioners filed a Petition for Review on Certiorari under Rule 45 of the 1997 Revised Rules of Civil Procedure, assailing the CA's decision and resolution. They argued that Yamson was not the efficient procuring cause for the sale, that he failed to comply with the terms of the letter of authority by not selling all seven lots, and that they should not be held liable for damages. Petitioners contended that they had prior knowledge of Chua's interest and that the agreement with Yamson was specifically for him to convince Chua to purchase all seven lots. The Supreme Court, however, found the petition to be without merit, stating that the issues raised were primarily factual and thus outside its scope of judicial review, as no exceptions were present. Even if the factual nature of the issues were overlooked, the Court found that the Authority to Look for Buyer/Buyers did not stipulate that the sale of all seven lots was a prerequisite for commission, and any such agreement should have been in writing. The Court also noted the lack of corroborating evidence for the petitioners' claims.
Issue(s)
Whether the respondent (Yamson) was the efficient procuring cause for the sale of the properties to be entitled to a broker's commission. Whether the petitioners should be held liable for broker's commission despite the alleged failure of the respondent to comply with the terms of the letter of authority. Whether the petitioners should be held liable for moral and exemplary damages.
Ruling
The petition is denied. The Court affirmed the decision of the Court of Appeals, holding that Yamson was entitled to his commission for the sale of the two lots. The Court found that the issues raised were factual and thus not subject to review under Rule 45, and even if considered, the petition would still fail on the merits. The dispositive portion of the RTC decision, as affirmed by the CA, was upheld.
Ratio Decidendi
On the entitlement to broker's commission: The Court held that the issues raised by the petitioners were primarily factual, requiring a review of the evidence presented. Such review is generally outside the scope of a petition for review on certiorari under Rule 45, as the Court's power of judicial review is limited to questions of law. The factual findings of the RTC, when affirmed by the CA, are binding and conclusive on the Supreme Court, absent any showing that they overlooked facts or circumstances of weight and influence. In this case, both the RTC and CA arrived at the same conclusion regarding the entitlement to commission. The Court emphasized that a plain reading of the "Authority to Look for Buyer/Buyers" revealed no stipulation requiring the sale of all seven lots as a prerequisite for Yamson's commission. If such a condition was intended, it should have been reduced to writing and included in the authority document, as per Section 9, Rule 130 of the Revised Rules on Evidence, which states that written agreements are presumed to contain all agreed terms. The Court found that petitioners' claim was not supported by documentary evidence and relied solely on the uncorroborated testimony of Annie Tan, rendering it self-serving. The Court distinguished the present case from Reyes v. Mosqueda, cited by petitioners. In Reyes, the broker's trickery and the seller's presentation of the buyer as a witness refuted the broker's claim. Here, petitioners intentionally engaged Yamson as their broker and authorized him to find a buyer. Their claim that they introduced Chua to Yamson was unsubstantiated by any evidence other than Annie Tan's testimony. Therefore, Yamson was considered the procuring cause for the sale of the two lots to Kimhee Realty Corporation, represented by Chua. On the interpretation of the Authority to Look for Buyer/Buyers and the "procuring cause" argument: N/A On damages: The Court found no reversible error in the CA's affirmation of the RTC's award of moral and exemplary damages, as these were factual determinations based on the evidence presented and the findings of the lower courts. The petition did not present any compelling reason to overturn these findings. The Court also noted that the other points raised in the petition were mere repetitions of arguments already resolved by the lower courts.
Main Doctrine
A broker is entitled to commission if they are the procuring cause of the sale, and the terms of the authority to look for a buyer, if reduced to writing, are binding. Failure to secure a buyer for all properties listed does not necessarily forfeit the commission if the authority did not stipulate this as a condition.