Uniland Resources v. DBP
CASE SUMMARY Uniland, a private corporation engaged in real estate brokering, sought accreditation from DBP to transact business on behalf of the latter, in this case, as a broker in a sale of properties including a warehouse property and an office building lot. DBP did not respond, but still, Uniland informed its client of the availability of the properties and the client made a successful bid for the warehouse property. Uniland sought to collect the broker’s fee (!" from DBP, notwithstanding the fact that Unliand was not accredited# authori$ed as DBP’s broker# agent nor was it the procuring cause in the sale. %he &ourt ruled that Uniland is entitled to commissions because, based on Prats v. Court of Appeals, an unauthori$ed agent or one who is not an agent at all may be entitled to commission if, despite its lack of authority, authority, it initiated and made efforts to bring about the sale. %his is by way of equitable considerations and not as an agent. DOCTRINE 'n unauthori$ed agent, or one who is not an agent at all, may be entitled to commission, despite its lack of authority or it not being the procuring cause, for initiating and making efforts to bring about a sale for the benefit of the principal. This is given urel! out o" equit! and thus sub#ect to the sound discretion o" the courts$ %ACTS . Unliand Unliand is a private private corporation corporation engaged engaged in real estate estate brokerage brokerage and licensed licensed as such. such. DBP is a government government corporation engaged in finance and banking in a proprietary capacity. ). ' corpora corporatio tion n (*ari (*arindu+ ndu+ue ue *ining *ining &orpor &orporati ation on **&" **&" obtained obtained a loan loan from the DBP DBP and as security security,, it mortgaged properties, among which are two lots located in *akatia. &orner lot in Pasong %amo %amo with with a fourstory fourstory concrete concrete building etc. (office (office building building lot/" b. 'nother 'nother lot in Pasong Pasong %amo %amo with a concrete#s concrete#steel teel warehous warehouse e etc. (warehouse (warehouse lot/" lot/" 0. %he aforeme aforementi ntione oned d lots lots have been previous previously ly mortgag mortgaged ed by **& to &alte1, &alte1, the mortgag mortgage e to DBP is thus a second mortgage. 2. %he %he acco accoun untt of **& **& was was subs subse+ e+ue uent ntly ly tran transf sfer erre red d to the the 'sset ssets s Priv Privat ati$ i$at atio ion n %rust ust ('P% ('P%"" purs pursua uant nt to Proclamation 3o. 4. . **& failed failed to pay its obligati obligations ons to &alte1, &alte1, thus the latter latter foreclose foreclosed d its mortgage mortgage on the said lots. lots. 5n order to recover its investment, 'P% offered for sale its right to redemption of the said lots to the public, through public bidding by DBP. 6. Becaus Because e &alte &alte1 1 had re+uir re+uired ed that both lots be redeemed redeemed,, the guidel guideline ines s set by DBP provide provided d that that any bid to purchase either of the two lots would be considered only if there will be two bids or a bid for both items which when combined would fully cover the sale of the two lots in +uestion. 7. %here %here was was only only one bidder, bidder, &ounse &ounsell 8ealt 8ealty y &orp. &orp. (an affilia affiliate te of 9la1o, 9la1o, Phili Philippi ppines nes,, the client client of Unila Uniland nd 8esources", and the same bid for the warehouse property only. %his was duly re:ected by the DBP. ;. upreme &ourt. ISSUES AND RU&IN' Whether or not Uniland is entitled e ntitled to compensation/ commissions.
YES( but only compensation in the spirit of E)UITY( not the whole ! that the petitioner was asking for. %he >upreme &ourt, though finding the primary assertion of the petitioner without merit, eventually decided to give a monetary award in the spirit of e+uity, recogni$ing the efforts of petitioner in bringing together DBP and an interested and financiallyable buyer. %he %he &ourt made the following pronouncements-
*ETITIONER A&&E'ATION 'lleged that the &' disregarded the following pieces of evidence in its favorUniland sent letters to DBP’s higher officers prior to the bidding and sale where it re+uested accreditation %he said letters also informed DBP that it had offered the properties for sale and volunteered the name of its client, 9la1o, Philippines, as an interested prospective buyer 5nvokes 'rticle ;6= of the 3&&, claiming there was an implied agency and that they should have been stopped by DBP from the start
SC RES*ONSE •
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%his would have us go over the facts of the case which is not possible in petitions for certiorari as only +uestions of law may be raised which do not call for an y e1amination of the probative value of evidence presented *ere disagreement between the &' and the %& as to the facts of a case does not immediately warrant the &ourt’s review of the same, so long as the findings of the &' are borne out by the record or based on substantial evidence Petitioner has not sufficiently proved that his case falls under the known e1ceptions
5t was never necessary for DBP to stop Uniland from the start because5t was always made clear to petitioner that only accredited brokers may look for buyers on behalf of DBP %his is not a situation where a third party was pre:udiced by the refusal of DBP to recogni$e petitioner as its broker %he controversy is only between DBP and Uniland where the former has time and time again emphasi$ed that the arrangement sought by Uniland did not e1ist %hese are designed and adopted specifically to prevent the occurrence of situations similar to the ones in this case Petitioner should do better to adopt the opposite attitude and appreciate that formalities result from the evolution of sound business practices for the protection and benefit of all parties concerned Petitioner’s stance goes against the basic a1iom in &ivil ?aw that no one may contract in the name of another without being authori$ed by the latter unless the former has by a law a right to represent him %he relationship of agency is one founded on +utual consent- the principal agrees to be bound by the acts of the agent and the latter in turn consents to render service on behalf of and in representation of the principal %he &ourt recogni$es the efforts of the petitioner in bringing together DBP and an interested and financiallyable buyer. %here is reason to believe (though purely circumstantial" that DBP became more confident to venture and redeem the properties from 'P% due to the presence of a ready and willing buyer as communicated and assured b y petitioner. &ites Prats v. CA and rules that parallel circumstances are present in this case as it was petitioner who advised 9la1o, Philippines of the availability of the warehouse property and aroused its interest %hrough petitioner, DBP was directly informed of the e1istence of an interested buyer and Uniland’s insistence reinforced the seriousness of the offer. %his no doubt had a bearing on DBP’s decisions regarding its disposition of its properties. %he circumstances do not meet the minimum legal standards for the e1istence of an agency relationship and thus the award shall be based urel! on equit! considerations in the sum of P@P 44,444.44 •
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%he accreditation is merely a formality and a mechanical act which re+uires not much discretion as long as a person# entity looks for a buyer and initiates or promotes the interests of the seller
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5nvokes e+uity considerations
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&laims the amount of P@P ,)40,44 awarded by the %& as commission computed at ! of the warehouse property sale price DIS*OSITI,E
A@<8<C8<, the decision appealed from is hereby '58*
>C C8D<8
Digester- im
