SECOND DIVISION
|
LAUREANO
T. ANGELES, Petitioner,
- versus - PHILIPPINE NATIONAL RAILWAYS (PNR) AND
RODOLFO Respondents. |
|
G.R. No. 150128 Present: PUNO, J., Chairperson,
SANDOVAL-GUTIERREZ, AZCUNA,
and GARCIA, JJ. Promulgated: |
x - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x
D E C I S I
O N
GARCIA, J.:
Under consideration is this petition for review under Rule 45 of the Rules of Court assailing
and seeking to set aside the following issuances of the Court of Appeals (CA)
in CA-G.R. CV No.
54062, to wit:
1.
Decision[2] dated June 4,
2001, affirming an
earlier decision of the Regional Trial Court (RTC) of Quezon City, Branch 79, which dismissed the complaint for
specific performance and damages thereat commenced by the petitioner against the
herein respondents; and
2.
Resolution[3] dated
The facts:
On
May 5, 1980, the respondent Philippine National
Railways (PNR) informed a certain Gaudencio Romualdez (Romualdez, hereinafter) that it has accepted the latter’s offer to buy, on an “AS IS, WHERE IS” basis, the PNR’s scrap/unserviceable rails located in Del Carmen and Lubao, Pampanga at P1,300.00 and P2,100.00
per metric ton, respectively, for the total amount of P96,600.00. After paying the stated purchase price, Romualdez addressed a letter to Atty. Cipriano Dizon, PNR’s Acting Purchasing Agent.
Bearing date
Dear
Atty. Dizon:
This is to inform you as President
of San Juanico Enterprises, that I have authorized the bearer, LIZETTE R.
WIJANCO of
For this reason, I have given her
the original copy of the award, dated
Thank you for your cooperation.
Very
truly yours,
(Sgd.)
Gaudencio Romualdez
The Lizette R. Wijanco
mentioned in the letter
was Lizette Wijanco- Angeles, petitioner's now deceased wife. That very same day – P500,000.00 worth of PNR scrap properties in Tarlac.
Consequently,
the spouses Angeles demanded the refund of the amount of P96,000.00. The
PNR, however, refused
to pay, alleging that as
per delivery receipt duly signed by Lizette, 54.658 metric tons of unserviceable rails had already been withdrawn
which, at P2,100.00 per metric ton, were worth P114,781.80, an amount that exceeds the claim for
refund.
On
August 10, 1988, the spouses Angeles filed suit against the PNR and its corporate secretary, Rodolfo Flores, among others, for specific performance and damages before the Regional Trial Court of Quezon City. In it, they prayed that PNR be directed to deliver 46 metric tons of scrap/unserviceable rails and to pay
them damages and attorney's fees.
Issues having been joined following
the filing by PNR, et al., of
their answer, trial
ensued. Meanwhile, Lizette W. Angeles passed away and was substituted by her heirs, among whom is her husband, herein petitioner Laureno
T. Angeles.
On
Aggrieved,
the petitioner interposed an appeal with the CA, which, as
stated at the threshold hereof, in its decision of
Hence, the petitioner’s present recourse on the submission that the CA erred in affirming the trial
court's holding that petitioner and his spouse, as plaintiffs a quo, had no cause of action as they were
not the real parties-in-interest
in this case.
We DENY the petition.
At
the crux of the issue is the matter of how the aforequoted
May 26, 1980 letter of Romualdez to Atty. Dizon of the PNR should be taken: was it
meant to designate, or
has it the effect of
designating, Lizette W. Angeles as a mere agent or as an assignee of his
(Romualdez's) interest in the scrap rails awarded to San Juanico Enterprises? The CA’s conclusion, affirmatory
of that of the trial
court, is that Lizette was not an assignee, but merely an agent whose authority was limited to the
withdrawal of the scrap rails, hence, without personality to sue.
Where
agency exists, the third party's (in this case, PNR's)
liability on a contract is to the principal and not to the agent and the
relationship of the third party to the principal is the same as that in a
contract in which there is no agent. Normally, the agent has neither rights nor
liabilities as against the third party. He cannot thus sue or be sued on the contract.
Since a contract may be violated only by the parties thereto as against each
other, the real party-in-interest, either as plaintiff or defendant in an
action upon that contract must, generally, be a contracting party.
The
legal situation is, however, different where an agent is constituted as an
assignee. In such a case, the agent may, in his own behalf, sue on a contract made for his principal, as an assignee of such contract. The rule
requiring every action to be
prosecuted in the name of the real party-in-interest
recognizes the assignment of rights of action and also recognizes
that when one has a right assigned to him, he is then the real party-in-interest and may maintain an
action upon such claim or right.[4]
Upon
scrutiny of the subject Romualdez's letter to Atty. Cipriano Dizon
dated
This is to inform you as President of San
Juanico Enterprises, that I have authorized the bearer,
LIZETTE R. WIJANCO x x x to be my lawful representative in the withdrawal
of the scrap/unserviceable rails awarded to me.
For this reason, I have given
her the original copy of the award, dated
If Lizette was without legal standing to sue and appear in this
case, there is more reason to hold that her petitioner husband, either as her conjugal partner or her heir, is also without such standing.
Petitioner makes much of the fact that the terms “agent” or
“attorney-in-fact” were not used in the Romualdez letter aforestated. It bears to stress, however, that the words “principal” and “agent,” are not the only terms used
to designate the parties in an agency relation. The agent may also be called an
attorney, proxy, delegate or, as here, representative.
It cannot be over emphasized that Romualdez's use of the active verb
“authorized,” instead of “assigned,” indicated an intent on his part to keep and retain his interest in the subject matter. Stated a bit differently, he intended to limit Lizette’s role in the scrap transaction to being the representative of his interest therein.
Petitioner
submits that the second paragraph of the Romualdez letter, stating - “I have given [Lizette] the original copy of the award x x x which will indicate my waiver of
rights, interests and participation in favor of Lizette R. Wijanco” - clarifies that Lizette
was intended to be an assignee, and not a mere agent.
We
are not persuaded. As it were, the petitioner conveniently omitted an important
phrase preceding the
paragraph which would
have put the whole matter in context. The
phrase is “For this reason,” and the antecedent thereof is his (Romualdez) having appointed Lizette as his representative in the matter of the
withdrawal of the scrap items. In fine, the key phrase clearly conveys the idea that Lizette was given the original copy of the
contract award to enable her to withdraw the rails as Romualdez’s authorized representative.
Article
1374 of the Civil Code provides that the various stipulations of a
contract shall be read and interpreted together, attributing to the doubtful
ones that sense which may result from all of them taken jointly. In fine, the real intention of the parties is
primarily to be determined from the language used and gathered from the whole
instrument. When put into the context of the letter as a whole, it is abundantly clear that the rights which
Romualdez waived or
ceded in favor of
Lizette were those in furtherance of the agency relation
that he had established for the withdrawal of the rails.
At any rate, any doubt as to the intent of Romualdez
generated by the way his letter was couched could be clarified by the acts of
the main players themselves. Article 1371 of the Civil Code provides that to judge the intention of the contracting parties, their
contemporaneous and subsequent acts shall be principally considered. In other
words, in case of doubt, resort may be made to the situation, surroundings, and relations of the parties.
The fact of agency was, as the trial
court aptly observed,[5] confirmed in
subsequent letters from the
Angeles spouses in which they themselves refer to
Lizette as “authorized representative” of San Juanico Enterprises. Mention may also be made that the withdrawal receipt which Lizette
had signed indicated
that she was doing so in
a representative capacity. One professing to act as agent for another is estopped to deny his agency both as against
his asserted principal and third persons interested in the transaction which he
engaged in.
Whether
or not an agency has been created is a question to be determined by the fact that one
represents and is acting for another. The appellate court, and before it, the trial court, had
peremptorily determined
that Lizette, with respect to the withdrawal of the scrap in
question, was acting for Romualdez. And
with the view we take of this case, there were substantial pieces of evidence adduced to support this
determination. The desired reversal urged by the petitioner cannot, accordingly, be granted. For, factual
findings of the trial court, adopted and confirmed by the CA, are, as a rule,
final and conclusive and may not be disturbed on appeal.[6] So it must be here.
Petitioner maintains that the Romualdez
letter in question was not in the form of a special power
of attorney, implying that
the latter had not intended to merely authorize his wife, Lizette, to perform an act for him (Romualdez). The
contention is specious. In
the absence of statute, no form or method of execution is required for a valid power of
attorney; it may be in any form clearly showing on its face the agent’s authority.[7]
A power of attorney is only but an instrument in writing by which a person, as principal, appoints another as his agent and
confers upon him the authority to perform certain specified acts on behalf of
the principal. The written authorization itself is the power of attorney, and
this is clearly indicated by the fact that it has also been called a “letter of
attorney.” Its primary purpose is not to define the authority of the agent as
between himself and his principal but to evidence the authority of the agent to third parties with whom the agent deals.[8] The letter under consideration is sufficient to constitute a power of attorney. Except as may be required by statute,
a power of attorney is valid although no notary public intervened in its
execution.[9]
A power of attorney must be strictly construed and pursued.
The instrument will be held to grant only those powers which are specified
therein, and the agent may neither go beyond nor deviate from the power of
attorney.[10] Contextually, all that Lizette was authorized to do was to withdraw the unserviceable/scrap railings. Allowing her authority to sue therefor, especially
in her own name, would
be to read something not intended, let alone written in the Romualdez letter.
Finally, the petitioner's
claim that Lizette paid the amount of P96,000.00
to the PNR appears to be a mere afterthought; it ought to be dismissed outright under the estoppel
principle. In earlier
proceedings, petitioner himself admitted in his complaint that it was Romualdez
who paid this amount.
WHEREFORE, the petition is DENIED and the assailed decision of the CA
is AFFIRMED.
Costs against the petitioner.
SO ORDERED.
CANCIO C. GARCIA
Associate Justice
WE CONCUR:
REYNATO
S. PUNO
Associate Justice
Chairperson
|
ANGELINA
SANDOVAL-GUTIERREZ Associate Justice |
(ON LEAVE) RENATO
C. CORONA Associate Justice |
ADOLFO
S. AZCUNA
Associate Justice
A
T T E S T A T I O N
I attest
that the conclusions in the above decision were reached in consultation before
the case was assigned to the writer of the opinion of the Court’s Division.
REYNATO
S . PUNO
Associate Justice
Chairperson, Second Division
C
E R T I F I C A T I O N
Pursuant
to Article VIII, Section 13 of the Constitution, and the Division Chairperson's
Attestation, it is hereby certified that the conclusions in the above decision
were reached in consultation before the
case was assigned to the writer of the opinion of the Court.
ARTEMIO
V. PANGANIBAN
Chief Justice
[1] As filed, the petition impleads the Court of Appeals as among the respondents. Pursuant to Sec. 4, Rule 45, the CA need not be impleaded.
[2] Penned by Associate Justice Martin S. Villarama, Jr., with Associate Justices Conrado M. Vasquez, Jr. and Alicia L. Santos, concurring; Rollo, pp. 46-53.
[3]
[4] Uy v. Court of Appeals, G.R.
No. 120465,
[5] RTC Decision, pp. 17-18; Rollo, pp. 71-72.
[6] Lubos v.
Galupo, G.R. No. 139136,
[7] 3 Am Jur. 2d, Agency, Sec. 25.
[8] Ibid. Sec. 23.
[9] Reyes v.
[10] 3 Am. Jur. 2d, Agency, Sec. 31.