Manuel v. Sarmiento
REITERATIONFacts
The Antecedents: Petitioner Leoncia Manuel appointed her granddaughter, petitioner Marina Mudlong, as attorney-in-fact to sell a parcel of land. Marina Mudlong informed respondent Leonor Sarmiento, a real estate broker, about the property. Respondent voluntarily undertook the reconstitution of the title, survey, and payment of taxes for the property in anticipation of its sale. Chiao Liong Tan expressed interest in purchasing the property. Respondent met with Chiao Liong Tan and presented documents. On March 8, 1997, Marina Mudlong signed two authority to sell forms for respondent. The first, notarized, stipulated an asking price of ₱65.00 per square meter and respondent's commission as the difference between the asking price and the agreed price, with a one-month exclusive authority to sell from the notarization date. The second, unnotarized, stated an asking price of ₱120.00 per square meter and a 5% commission, which respondent used as a selling strategy. Despite respondent's efforts, Chiao Liong Tan did not contact her again. On March 25, 1997, Chiao Liong Tan purchased the property directly from Marina Mudlong at ₱90.00 per square meter. Respondent learned of the sale and sent demand letters for reimbursement of expenses and her commission, which were ignored. Procedural History: Respondent filed a complaint for collection of sum of money with damages against petitioners. The trial court ruled in favor of respondent, finding the authority to sell to be exclusive and ordering petitioners to pay actual, moral, and exemplary damages, and attorney's fees. Petitioners appealed. The Court of Appeals affirmed with modification, increasing actual damages and deleting attorney's fees, holding that the notarized authority to sell was valid and respondent was entitled to her commission due to the sale occurring within the exclusive authority period, and that Marina Mudlong's actions demonstrated bad faith. Petitioners filed a petition for review on certiorari before the Supreme Court. The Petition: Petitioners contend that the Court of Appeals erred in finding respondent as an exclusive agent, citing the existence of both notarized and unnotarized authorities to sell, and arguing that the unnotarized one, presented to the buyer, should prevail. They also argue that respondent was not entitled to commission as she did not close the sale and that the presence of other agents did not detract from the exclusive nature of her authority.
Issue(s)
Whether the notarized exclusive authority to sell granted to respondent is valid. Whether respondent is entitled to her broker's commission, considering the presence of other agents and allegations of bad faith. Whether the Court of Appeals committed reversible errors in its factual findings.
Ruling
The petition is DENIED. The Decision of the Court of Appeals is AFFIRMED.
Ratio Decidendi
On the validity of the notarized exclusive authority to sell: The Supreme Court affirmed the findings of the lower courts that the notarized authority to sell was validly executed. The Court emphasized that a notarized document carries a presumption of regularity and can only be contradicted by clear and convincing evidence. Although petitioner Marina Mudlong claimed she signed the form in blank, she did not deny the genuineness of her signature. The Court reasoned that even if the details were not yet inserted, the title of the document indicated its nature, implying an authorization for respondent to fill in the details according to their agreement. In the absence of contrary evidence, the signed contract is presumed to embody their complete and true agreement. The Court found no clear and convincing evidence to overturn this presumption. On respondent's entitlement to broker's commission, considering the presence of other agents and allegations of bad faith: The Court held that respondent is entitled to her commission. The notarized exclusive authority to sell was valid for one month from March 8, 1997. The sale of the property to Chiao Liong Tan was consummated on March 25, 1997, which falls within the validity period of the exclusive authority. The Court acknowledged respondent's efforts in reconstituting the title, surveying the property, and paying taxes, which facilitated the sale. The Court also noted that respondent had negotiated with the buyer and provided necessary documents, even agreeing on a price. The fact that the sale was eventually consummated directly with the owner at a lower price, and within the exclusive agency period, did not negate respondent's right to commission. The Court ruled that the presence of other agents did not detract from the exclusive nature of respondent's authority to sell. Respondent had testified that these other brokers were her informants and would receive their commission from her. Furthermore, the Court found that petitioner Marina Mudlong acted in bad faith by granting authorities to sell to other brokers on March 11, 1997, after she had already constituted respondent as her exclusive agent on March 8, 1997, and during the validity of respondent's exclusive authority. This action constituted an intentional breach of contract, justifying the award of moral and exemplary damages. On the Court of Appeals' factual findings: The Supreme Court reiterated that factual findings of the Court of Appeals, especially when affirming those of the trial court, are conclusive and binding. The Court found no cogent reason to overturn the appellate court's findings, which were supported by a preponderance of evidence, including respondent's credible testimony and documentary evidence. The Court found no grave abuse of discretion, misapprehension of facts, or conflicting findings that would warrant a review of factual issues under Rule 45 of the Rules of Court.
Main Doctrine
A notarized exclusive authority to sell, absent clear and convincing evidence of a different agreement, is presumed to embody the complete and true agreement between the parties. A breach of such contract, especially when attended by bad faith, entitles the agent to damages and commission.