SECOND DIVISION
G.R. No. 220785, March 01, 2017
MA. LORENA TICONG, Petitioner, v. MANUEL A. MALIM, MINDA ABANGAN AND MAY MACAL, Respondents.
G.R. NO. 222887
PATROCINIO S. TICONG AND WILMA T. LAO, Petitioners, v. MANUEL A. MALIM, MINDA ABANGAN AND MAY MACAL, Respondents.
D E C I S I O N
MENDOZA, J.:
Before the Court are these two (2) petitions for review on certiorari under Rule 45 of the Rules of Court, separately filed by Ma. Lorena Ticong (Ma. Lorena) docketed as G.R. No. 220785, and by Patrocinio S. Ticong and Wilma Lao (Patrocinio and Wilma), docketed as G.R. No. 222887. These consolidated petitions assail the May 27, 2015 Decision1 and the September 23, 20152 and January 12, 20163 Resolutions of the Court of Appeals, Cagayan de Oro City (CA) in CA-G.R. CV No. 01838-MIN, which affirmed with modification, the December 3, 2007 Decision4 of the Regional Trial Court, Branch 11, Davao City (RTC), ordering the petitioners to pay overprice commission to the respondents.
The Antecedents
These consolidated cases originated from a complaint filed before the RTC for collection of sum of money, damages and attorney's fees by Manuel A. Malim (Malim), Minda Abangan (Abangan) and May Macal (Macal) against Lorenzo Ticong, Patrocinio Ticong and Wilma Ticong Lao (Ticongs). The complaint alleged that Malim was a realty broker/dealer while Abangan and Macal were his associates; that the Ticongs were the registered owners of several parcels of land located in Digos, Davao del Sur, covered by Transfer Certificate of Title (TCT) Nos. T-11244, T-11246, T-18686, and T-18687, with a total area of 5,000 square meters (subject properties); that on February 5, 2000, Malim, presenting himself as the authorized representative of the Ticongs, sent a letter of "formal intent to sell" to Jainus C. Perez (Perez), the real estate field supervisor of the Church of Jesus Christ of Latter-Day Saints (Buyer), offering to sell the subject properties for P2,000.00 per square meter; and that below Malim's signature were inscribed the words, "NOTED/CONFORMED" with the signature of Lorenzo Ticong above "Lorenzo Ticong, Lot Owner."5
Malim, Abangan and Macal (Malim, et al.) further averred that on February 11, 2000, they signed the Memorandum of Agreement (MOA) authorizing them to "look, negotiate, and sell to any prospective buyer" for their properties on a commission basis; that they were also authorized by the Ticongs to charge an "overprice" on top of the P900.00 per square meter price; that the subject properties were eventually sold at P1,460.00 per square meter or for the total amount of P7,300,000.00; that the sale was made possible due to their efforts which should entitle them to an overprice commission of P2,800,000.00 based on the P560.00 per square meter overprice; and that the Ticongs, however, paid them only P50,000.00 and refused to pay the remaining balance despite demands.6
The Ticongs, on the other hand, stressed that Malim, et al. were not entitled to the overprice commission; that the MOA was crafted and solely prepared by Malim, et al. and that they signed the same without comprehending the salient aspects thereof due to their limited education; that the sale of their properties prospered through their own active, direct and personal efforts and was eventually attained when they sued the Buyer; and that Malim, et al. had received not only the amount of P50,000.00 but a total of P225,000.00. The Ticongs denied that Malim, et al. offered to sell their properties to the Buyer. They pointed out that Malim, et al. were not even licensed realty brokers and considering the questionable and anomalous nature of the MOA, the provision therein with respect to the overprice commission and 5% finders' fee were not valid, binding and enforceable against them.7
The Ruling of the RTC
On December 3, 2007, the RTC rendered a decision upholding the validity of the MOA as the parties' expression of their intention to enter into a real estate brokerage. It debunked the Ticongs' allegation of fraud in signing the MOA for want of sufficient proof. Lastly, the RTC stressed that it was through the efforts of Malim, et al. that the Ticongs and the Buyer had come together for the finalization of the sale. Thus, it disposed:
WHEREFORE, in view of the foregoing, the plaintiffs being authorized agent/broker of the defendants by virtue of the Memorandum of Agreement executed by them, judgment is hereby rendered in favor of the plaintiffs ordering the defendants:Not in conformity with the RTC decision, the Ticongs appealed it before the CA.Moral and exemplary damages will not be awarded because plaintiffs failed to substantiate their claim.
- To pay the plaintiffs jointly and solidarity the sum of P2,750,000.00 with interest from April 2001 until fully paid representing the plaintiffs' commission;
- To pay the plaintiffs the sum of P100,000.00 as attorney's fees.
SO ORDERED.8
Thus, the CA decreed:1]The claim of the Ticongs that Malim, et al. were not licensed realty brokers did not result in the nullification or invalidation of the MOA, citing the case of Moldex Realty, Inc. v. Saberon9 which declared sale transactions by those who lacked certificates of registration and licenses to sell as valid.2]Malim, et al. were entitled to their commission because they were the procuring cause of the sale of the subject properties to the Buyer and, without their intervention, the sale would not have been consummated.3]A perusal of the MOA revealed that Malim, et al. were entitled to the overprice of P560.00 per square meter on top of the Ticongs' selling price of P900.00 per square meter or for a total amount of P2,800,000.00.4]The award of attorney's fees by the RTC had no factual and legal basis and, hence, must be deleted.
WHEREFORE, the appeal is DENIED. The December 3, 2007 Decision of the Regional Trial Court (RTC), Branch 11, 11th Judicial Region, Davao City, in Civil Case No. 29,620-2003 is AFFIRMED with the MODIFICATION that the award of attorney's fees is DELETED.Ma. Lorena, as one of the children and heirs of Lorenzo Ticong,11 filed a motion for reconsideration which was denied by the CA on September 23, 2015. Patrocinio and Wilma also moved for the reconsideration of the said decision, but their separate motion was denied by the CA in its assailed January 12, 2016 Resolution.
SO ORDERED.10
In its January 20, 2016 Resolution,13 the Court denied the petition for failure to sufficiently show any reversible error in the assailed judgment to warrant the exercise by this Court of its discretionary appellate jurisdiction.GROUND
THE HONORABLE COURT OF APPEALS VIOLATED THE ESTABLISHED LAW AND JURISPRUDENCE ON AGENCY IN AFFIRMING THE TRIAL COURT'S FINDING THAT RESPONDENTS ARE THE EFFICIENT PROCURING CAUSE IN BRINGING ABOUT THE CONSUMMATION OF THE SALE BETWEEN THE TICONGS AND THE CHURCH THEREBY ENTITLING THEM TO THE PAYMENT OF THE OVERPRICE.12
On February 22, 2017, the Court ordered the consolidation of these two petitions.GROUNDS
- THE HONORABLE COURT OF APPEALS GRAVELY ERRED AND GRAVELY ABUSED ITS DISCRETION IN AFFIRMING THE DECISION OF THE REGIONAL TRIAL COURT AWARDING RESPONDENTS THE AMOUNT OF P2.8 MILLION AS COMMISSION/OVERPRICE FOR THE F7.3 MILLION SALE OF THE 5,000 SQUARE METER LOT OF THE TICONGS TO THE MORMONS.
- THE HONORABLE COURT OF APPEALS GRAVELY ERRED IN IGNORING THE UNDISPUTED FACTS OF THE CASE AND THE CLEAR PROVISIONS OF THE MEMORANDUM OF AGREEMENT BETWEEN THE TICONGS AND THE RESPONDENTS WHICH IF CONSIDERED WOULD ALTER AND REVERSE THE ASSAILED DECISION.15
THAT, the First Party decided to sell the above lots for a net of NINE HUNDRED PESOS (P900.00) PER SQUARE METER to the Second Party, provided, that the SECOND PARTY shall take care/shoulder all the expenses related to the sale of the above properties, such as Capital Gains Tax, Documentary Stamps, Commissions, legal expenses and notarizations;Under the said provisions, the respondents, as the Second Party, were entitled to a 5% commission if they themselves bought the property for P900.00 per square meter or had sold it to a third party for the exact amount of P900.00 per square meter. In this case, however, the respondents sold the property to a third party, the Buyer, for a higher price. The respondents were, thus, entitled to the overprice amount as commission. Given the sale of the subject lots at P1,460.00 per square meter, the over price was P560.00 per square meter or a total of P2,800,000.00 (P560.00 multiplied by 5,000 square meters). From this amount, however, the amounts24 paid by the Ticongs to the respondents should be deducted, which the RTC can determine in a summary hearing in the execution stage.
THAT, the SECOND PARTY is authorized to make an OVERPRICE at top of the P900.00/sq. meter as our net asking price; that the FIRST PARTY, hereby Authorize the SECOND PARTY to look, negotiate, and sell to any prospective buyer/buyers to the above lots;
THAT, both parties agree that this MEMORANDUM OF AGREEMENT/AUTHORITY TO SALE is good for 90 days only and may be renewed, however, even this authority LAPSE but the same registered buyer able to buy the above(any) property/properties mentioned above, the SECOND PARTY shall still be entitle for whatever OVERPRICE at top of P900.00/Sq.Meter; that the FIRST PARTY agrees/commit/bind themselves to observe the terms and conditions set on paragraph 3 & 4, otherwise, failure on their part to observe paragraph 3 & 4, the SECOND PARTY shall automatically be entitled for a FIVE(s) PERCENT COMMISSION as Broker's Finders Fee based on the P900.00/Sq.M. and that all expenses shall be shouldered by the Buyer and Seller.23 [Emphasis supplied]
Endnotes:
** Designated additional member per Raffle dated December 28, 2016 vice Brion, J. (ret.).
1 Penned by Associate Justice Romulo V. Borja, with Associate Justice Oscar V. Badelles and Associate Justice Edward B. Contreras, concurring; rollo (G.R. No. 220785), pp. 41-51; rollo (G.R. No. 222887), pp. 17-30.
2Rollo (G.R. No. 220785), pp. 56-58; Penned by Associate Justice Romulo V. Borja with Associate Justice Edgardo T. Lloren and Associate Justice Ronaldo B. Martin, concurring.
3Rollo (G.R. No. 222887), pp. 47-49; Penned by Associate Justice Romulo V. Borja with Associate Justice Oscar V. Badelles and Associate Justice Ronaldo B. Martin, concurring.
4Rollo (G.R. No. 220785), pp. 100-105; (G.R. No. 222887) pp. 83-88; penned by Judge Virginia HofileƱa-Europa.
5Rollo (G.R. No. 222887), pp. 17-18.
6 Id. at 18.
7Rollo (G.R. No. 220785), pp. 92-99; (G.R. No. 222887), pp. 75-81.
8Rollo (G.R. No. 220785), pp. 104-105; (G.R. No. 222887), pp. 87-88.
9 708 Phil. 314 (2013).
10Rollo (G.R. No. 220785), p. 58.
11Rollo (G.R. No. 222887), p. 9.
12Rollo (G.R. No. 220785), p. 23.
13 Id. at 114.
14 Id. at 152.
15Rollo (G.R. No. 222887), p. 9.
16 Comments, dated June 17, 2016, rollo (G.R. No. 222887), pp. 91-97; Comment, dated August 1, 2016, rollo (G.R. No. 220785), pp. 153-160.
17Philippine Health-Care Providers, Inc. (MAXICARE) v. Estrada, 566 Phil. 603, 611 (2008).
18Medrano v. Court of Appeals, 492 Phil. 222, 232 (2005), citing Clark v. Ellsworth, 66 Ariz, 119, 184 P. 2d 821 (1947).
19Oriental Petroleum and Minerals Corp. v. Tuscan Realty, Inc., 713 Phil. 693, 695-696 (2013).
20 Supra note 18 at 232-233 (2005), citing Danon v. Brimo, 42 Phil. 133, 139 (1921).
21Rollo (G.R. No. 222887) pp. 24-27.
22 Supra note 18 at 234, citing Manotok Brothers, Inc. v. Court of Appeals, G.R. No. 94753, April 7, 1993, 221 SCRA 224.
23Rollo (G.R. No. 222887), p. 50.
24 The Ticongs claimed that the respondents had received not only the initial commission of P50,000.00 but the total amount of P225,000.00.
25Mendiola v. Commerz Trading Int'l, Inc., 715 Phil. 856, 862 (2013).