PRINCE ALBERT C.

VILLA
AGENCY, TRUSTS AND PARTNERSHIP

G.R. No. 171052

Facts:
Maxicare is a domestic corporation engaged in selling health insurance plans who allegedly
engaged the services of Carmela Estrada who was doing business under the name of CARA HEALTH
SERVICES to promote and sell the prepaid group practice health care delivery program called
MAXICARE Plan with the position of Independent Account Executive. Maxicare formally appointed
Estrada as its "General Agent,"
The letter agreement provided for plaintiff-appellee's Estrada's compensation in the form of
commission... equivalent to 15 to 18% from individual, family, group accounts; 2.5 to 10% on tailored
fit plans; and 10% on standard plans of... commissionable amount on corporate accounts from all
membership dues collected and remitted.
Maxicare alleged that it followed a "franchising system" in dealing with its agents whereby an
agent had to first secure permission from Maxicare to list a prospective company as client. Estrada
alleged that it did apply with Maxicare for the MERALCO account and other... accounts, and in fact, its
franchise to solicit corporate accounts, MERALCO account included
Estrada submitted proposals and made representations to the officers of MERALCO regarding
the MAXICARE Plan but when MERALCO decided to subscribe to the MAXICARE Plan, Maxicare directly
negotiated with MERALCO regarding the terms and conditions of the... agreement and left plaintiff-
appellee Estrada out of the discussions on the terms and conditions.
MERALCO eventually subscribed to the MAXICARE Plan and signed a Service Agreement
directly with Maxicare for medical coverage of its qualified members
Estrada, through counsel, demanded from Maxicare that it be paid commissions for the
MERALCO account and nine (9) other accounts. In reply, Maxicare, through counsel, denied Estrada's
claims for commission for the MERALCO and other... accounts because Maxicare directly negotiated
with MERALCO and the other accounts(,) and that no agent was given the go signal to intervene in the
negotiations for the terms and conditions and the signing of the service agreement
RTC found Maxicare liable for breach of contract and ordered it to pay Estrada actual
damages... representing her commission for the total premiums paid by Meralco to Maxicare... plus
legal... interest
Estrada was the "efficient procuring cause" in the execution of the service agreement between
Meralco and Maxicare consistent with our ruling in Manotok Brothers, Inc. v. Court of Appeals.

Issues:
1. Whether the Court of Appeals committed serious error in affirming Estrada's
entitlement to commissions for the execution of the service agreement between
Meralco and Maxicare.
2. Whether Estrada is entitled to commissions
Ruling:
Estrada is entitled to commissions for the premiums paid under the service agreement
between Meralco and Maxicare from 1991 to 1996.
There is no dispute as to the role that Estrada played in selling Maxicare’s health insurance
plan to Meralco.
Estrada's efforts consisted in being the first to offer the Maxicare plan... to Meralco, using her
connections with some of Meralco Executives, inviting said executives to dinner meetings, making
submissions and representations regarding the health plan, sending follow-up letters, etc.
These efforts were recognized by Meralco as shown by the certification issued by its
Manpower Planning and Research Staff Head
Estrada’s efforts were instrumental in introducing the Meralco account to Maxicare in regard
to the latter's Maxicare health insurance plans. Plaintiff-appellee Estrada was the efficient
"intervening cause" in bringing about the service agreement with Meralco.a close perusal of the merits
of the case.

First
Maxicare's contention that Estrada may only claim commissions from membership dues which
she has collected and remitted to Maxicare as expressly provided for in the letter-agreement...
apparent that Maxicare is attempting to evade... payment of the commission which rightfully belongs
to Estrada as the broker who brought the parties together.
At the very least, Estrada penetrated the Meralco market, initially closed to Maxicare, and laid
the groundwork for a business relationship. The only reason Estrada was not able to participate in the
collection and remittance of premium dues to Maxicare was because she was... prevented from doing
so by the acts of Maxicare, its officers, and employees.
An agent receives a commission upon the successful conclusion of a sale. On the other hand,
a broker earns his pay merely by bringing the buyer and the seller together, even if no sale is eventually
made. The term "procuring cause" in describing a broker's activity, refers to a cause originating a series
of events which, without break in their continuity, result in the accomplishment of the prime objective
of the employment of the... broker producing a purchaser ready, willing and able to buy on the owner's
terms.
To be regarded as the "procuring cause" of a sale as to be entitled to a commission, a broker's
efforts must have been the foundation on which the negotiations resulting... in a sale began.
Estrada was instrumental in the sale of the Maxicare health plans to Meralco. Without her
intervention, no sale could have been consummated.

Second

Maxicare next contends that Estrada herself admitted that her negotiations with Meralco
failed as shown in Annex "F" of the Complaint.
In this case, the letter, although part of Estrada's Complaint, is not, ipso facto, an admission of the
statements contained therein, especially since the bone of contention relates to Estrada's entitlement
to commissions for the sale of health plans she claims to have... brokered. It is more than obvious
from the entirety of the records that Estrada has unequivocally and consistently declared that her
involvement as broker is the proximate cause which consummated the sale between Meralco and
Maxicare.
G.R. NO. 159489
February 4, 2008
FILIPINAS LIFE ASSURANCE COMPANY, petitioner
vs.
CLEMENTE N. PEDROSO, TERESITA O. PEDROSO and JENNIFER N. PALACIO, respondents

Facts:
Respondent Pedroso is a policyholder of a 20-year endowment life insurance issued by
petitioner Filipinas Life Assurance Company (Filipinas Life). Respondent claims Renato Valle was her
insurance agent Valle collected her monthly premiums. Valle told her that the Filipinas Life Escolta
Office was holding a promotional investment program for policyholders. It was offering 8% prepaid
interest a month for certain amounts deposited on a monthly basis. Enticed, she initially invested and
issued a... post-dated check worth P10, 000.
Valle issued Pedroso his personal check for P800 for the 8% prepaid interest and a Filipinas
Life "Agent's Receipt". Subsequently, she called the Escolta office. Francisco Alcantara... the
administrative assistant, who referred her to the branch manager, Angel Apetrior. Pedroso inquired
about the promotional investment and Apetrior confirmed that there was such a promotion. She
was... even told she could "push through with the check" she issued.
From the records, the check, with the endorsement of Alcantara at the back, was deposited
in the account of Filipinas Life with the Commercial Bank and Trust Company (CBTC), Escolta Branch.
Relying on the representations made by the petitioner's duly authorized representatives Apetrior
Alcantara who is agent Valle
Pedroso waited for the maturity of her initial investment. A month after, her investment of
P10,000 was returned to her after she made a written request for its refund. To collect the amount,
Pedroso personally went to the Escolta branch where Alcantara gave her the P10,000 in cash. After a
second investment, she made 7 to 8 more investments in varying amounts, totaling P37,000 but at a
lower rate of 5%[8] prepaid interest a month. Upon maturity of Pedroso's subsequent... investments,
Valle would take back from Pedroso the corresponding yellow-colored agent's receipt he issued to the
latter.
Pedroso told respondent Palacio, also a Filipinas Life insurance policyholder, about the
investment plan. Palacio made a total investment of P49,550... but at only 5% prepaid interest.
However, when Pedroso tried to withdraw her investment,... Valle did not want to return some
P17,000 worth of it. Palacio also tried to withdraw hers, but Filipinas Life, despite demands, refused
to return her money.
They went to Filipinas Life Escolta Office to collect their respective investments but their
attempts were futile. Hence, respondents filed an action for the recovery of a sum of money. The RTC,
Branch 3, Manila, held Filipinas Life and its co-defendants Valle, Apetrior and Alcantara jointly and
solidarily liable to the respondents.
On appeal, the Court of Appeals affirmed the trial court's ruling and subsequently denied the
motion for reconsideration.

Issue:
1. Did the Court of Appeals err in holding petitioner and its co-defendants jointly and severally
liable to the herein respondents?
Ruling:
No, the Court of Appeals committed no reversible error nor abused gravely its discretion in
rendering the assailed decision and resolution.
Pedroso and Palacio had invested P47,000 and P49,550, respectively. These were received by
Valle and remitted to Filipinas Life, using Filipinas Life's official receipts, whose authenticity were not
disputed. Valle's authority to solicit... and receive investments was also established by the parties.
When respondents sought confirmation, Alcantara, holding a supervisory position, and Apetrior, the
branch manager, confirmed that Valle had authority
While it is true that a person dealing with an agent is put upon... inquiry and must discover at
his own peril the agent's authority, in this case, respondents did exercise due diligence in removing all
doubts and in confirming the validity of the representations made by Valle.
Filipinas Life, as the principal, is liable for obligations contracted by its agent Valle... he general
rule is that the principal is responsible for the acts of its agent done within the scope of its authority,
and should bear the damage caused to third persons
When the agent exceeds his authority, the agent becomes personally liable for the damage.[14] But
even when the agent exceeds his authority, the principal is still solidarily liable together with the agent
if the principal allowed the agent to act as though the agent had full powers.
Filipinas Life cannot profess ignorance of Valle's acts. Even if Valle's representations were
beyond his authority as a debit/insurance agent, Filipinas Life thru Alcantara and Apetrior expressly
and knowingly ratified Valle's acts. It cannot even be denied that Filipinas Life... benefited from the
investments deposited by Valle in the account of Filipinas Life.
G.R. No. 192602
January 18, 2017
SPOUSES MAY S. VILLALUZ and JOHNNY VILLALUZ, JR, petitioner
vs.
LAND BANK OF THE PHILIPPINES and the REGISTER OF DEEDS FOR DAVAO CITY, respondent

Facts:

Paula Agbisit (Agbisit), mother of petitioner May S. Villaluz (May), requested the latter to
provide her with collateral for a loan. At the time, Agbisit was the chairperson of Milflores Cooperative
and she needed P600,000 to P650,000 for the expansion of her backyard cut flowers business.
May convinced her husband, Johnny Villaluz to allow Agbisit to use their land, located in
Calinan, Davao City and covered by Transfer Certificate of Title as collateral. Spouses Villaluz executed
a Special Power of Attorney in favor of Agbisit authorizing her to, among others, "negotiate for the
sale, mortgage, or other forms of disposition a parcel of land covered by TCT, The one-page power of
attorney neither specified the conditions under which the special powers may be exercised nor stated
the amounts for which the subject land may be sold or mortgaged. Unfortunately, Milflores
Cooperative was unable to pay its obligations to Land Bank.
Thus, Land Bank filed a petition for extra-judicial foreclosure sale with the Office of the Clerk
of Court of Davao City. The Spouses Villaluz filed a complaint with the Regional Trial Court (RTC) of
Davao City seeking the annulment of the foreclosure sale. The sole question presented before the RTC
was whether Agbisit could have validly delegated her authority as attorney-in-fact to Milflores
Cooperative.
On appeal, the CA affirmed the RTC Decision.

Issues:

1. Whether or not the agent has the power to appoint a substitute

Ruling:

Although the law presumes that the agent is authorized to appoint a substitute, it also imposes
an obligation upon the agent to exercise this power conscientiously.

The Spouses Villaluz understandably feel shorthanded because their property was foreclosed
by reason of another person's inability to pay. However, they were not coerced to grant a special
power of attorney in favor of Agbisit. Nor were they prohibited from prescribing conditions on how
such power may be exercised. Absent such express limitations, the law recognizes Land Bank's right
to rely on the terms of the power of attorney as written.

The decision was denied and the higher court Affirmed the CA decision dated September 22,
2009 and Resolution dated May 26, 2010.
G.R. No. 214057
October 19, 2015
FLORENTINA BAUTISTASPILLE represented by her Attorney-in-fact, Manuel B. Flores, Jr., petitioner
vs.
NICORP MANAGEMENT ND DEVELOPMENT CORPORATION, BENJAMIN G. BAUTISTA and
INTERNATIONAL EXCHANGE BANK, respondents

Facts:
Petitioner Florentina Bautista-Spille is the owner of a registered parcel of land in Imus City,
Cavite covered by TCT No.T-197. On June 2, 1996, petitioner and her spouse executed a document
denominated as General Power of Attorney in favour of her brother, respondent Benjamin Bautista,
authorizing the latter to administer all her business and properties in the Philippines which document
was notarized before the Consulate General of the Philippines, New York, USA. On August 13, 2004,
Benjamin and NICORP entered into a Contract to Sell pertaining to TCT No.T-197. Pursuant to said
contract, an Escrow Agreement was executed designating IE Bank as the Escrow Agent, obliging the
latter to hold and take custody of TCT No. T-197, and to release said title to NICORP upon full payment
of the subject property.
However, when petitioner found out about the sale, she opposed and contended that
Benjamin was not clothe with authority to enter into a contract to sell and thereafter demanded the
return of the subject title. A complaint was filed by petitioner against Banjamin, NICORP, and IE Bank
for declaration of nullity of the contract to sell, injunction, recovery of possession and damages with
prayer for issuance of TRO and/or preliminary injunction because NICORP has already started
development of the property. The RTC ruled in favour of petitioner which was reversed by the CA on
appeal.

Issue:
1. Whether Benjamin is authorized to sell the subject property of petitioner by virtue of the
General Power of Attorney.
Ruling:
No, Benjamin is not authorized to sell the subject property.
The well-established rule is when a sale of a parcel of land or any interest therein is through
an agent, the authority of the latter shall be in writing, otherwise the sale shall be void. Articles 1874
and 1878 of the Civil Code explicitly provide:

Art. 1874. When a sale of a piece of land or any interest therein is through an agent, the
authority of the latter shall be in writing; otherwise, the sale shall be void.
Art. 1878. Special powers of attorney are necessary in the following cases:
(1) x xx
(5) To enter into any contract by which the ownership of an immovable is transmitted or
acquired either gratuitously or for a valuable consideration;
xxx.
From the foregoing, it is clear that an SPA in the conveyance of real rights over immovable property is
necessary.
“such authority must be conferred in writing and must express the powers of the agent in clear
and unmistakable language in order for the principal to confer the right upon an agent to sell
the real property.”

It is a general rule that a power of attorney must be strictly construed, and courts will not infer
or presume broad powers from deeds which do not sufficiently include property or subject under
which the agent is to deal. Thus, when the authority is couched in general terms, without mentioning
any specific power to sell or mortgage or to do other specific acts of strict dominion, then only acts of
administration are deemed conferred.
Doubtless, there was no perfected contract to sell between petitioner and NICORP. Nowhere
in the General Power of Attorney was Benjamin granted, expressly or impliedly, any power to sell the
subject property or a portion thereof. The authority expressed in the General Power of Attorney was
couched in very broad terms covering petitioner's businesses and properties. Time and again, this
Court has stressed that the power of administration does not include acts of disposition, which are
acts of strict ownership. As such, an authority to dispose cannot proceed from an authority to
administer, and vice versa, for the two powers may only be exercised by an agent by following the
provisions on agency of the Civil Code.
G.R. No. L-41182-3
April 16, 1988

DR. CARLOS L. SEVILLA and LINA O. SEVILLA, petitioner

Facts:

Mrs. Segundina Noguera, party of the first part; the Tourist World Service, Inc., represented
by Mr. Eliseo Canilao as party of the second part, and hereinafter referred to as appellants, the Tourist
World Service, Inc. leased the premises belonging to the party of the first part at Mabini St., Manila
for the former-s use as a branch office. In the said contract the party of the third part held herself
solidarily liable with the party of the part for the prompt payment of the monthly rental agreed on.
When the branch office was opened, the same was run by the herein appellant Una 0. Sevilla payable
to Tourist World Service Inc. by any airline for any fare brought in on the efforts of Mrs. Lina Sevilla,
4% was to go to Lina Sevilla and 3% was to be withheld by the Tourist World Service, Inc.

On November 24, 1961 the Tourist World Service, Inc. appears to have been informed that
Lina Sevilla was connected with a rival firm, the Philippine Travel Bureau, and, since the branch office
was anyhow losing, the Tourist World Service considered closing down its office.

On June 17,1963, appellant Lina Sevilla refiled her case against the herein appellees and after
the issues were joined, the reinstated counterclaim of Segundina Noguera and the new complaint of
appellant Lina Sevilla were jointly heard following which the court ordered both cases dismiss for lack
of merit.

In her appeal, Lina Sevilla claims that a joint bussiness venture was entered into by and
between her and appellee TWS with offices at the Ermita branch office and that she was not an
employee of the TWS to the end that her relationship with TWS was one of a joint business venture
appellant made declarations.

Issue:

1. Whether or not the padlocking of the premises by the Tourist World Service, Inc. without the
knowledge and consent of the appellant Lina Sevilla entitled the latter to the relief of damages prayed
for and whether or not the evidence for the said appellant supports the contention that the appellee
Tourist World Service, Inc. unilaterally and without the consent of the appellant disconnected the
telephone lines of the Ermita branch office of the appellee Tourist World Service, Inc.?

Held:

The trial court held for the private respondent on the premise that the private respondent,
Tourist World Service, Inc., being the true lessee, it was within its prerogative to terminate the lease
and padlock the premises. It likewise found the petitioner, Lina Sevilla, to be a mere employee of said
Tourist World Service, Inc. and as such, she was bound by the acts of her employer. The respondent
Court of Appeal rendered an affirmance.

In this jurisdiction, there has been no uniform test to determine the evidence of an employer-
employee relation. In general, we have relied on the so-called right of control test, "where the person
for whom the services are performed reserves a right to control not only the end to be achieved but
also the means to be used in reaching such end." Subsequently, however, we have considered, in
addition to the standard of right-of control, the existing economic conditions prevailing between the
parties, like the inclusion of the employee in the payrolls, in determining the existence of an employer-
employee relationship.

the Decision promulgated on January 23, 1975 as well as the Resolution issued on July 31,
1975, by the respondent Court of Appeals is hereby REVERSED and SET ASIDE. The private respondent,
Tourist World Service, Inc., and Eliseo Canilao, are ORDERED jointly and severally to indemnify the
petitioner, Lina Sevilla, the sum of 25,00.00 as and for moral damages, the sum of P10,000.00, as and
for exemplary damages, and the sum of P5,000.00, as and for nominal and/or temperate damages.