FIRST DIVISION
EDUARDO V. LINTONJUA, JR. G.R. No. 144805
and ANTONIO K. LITONJUA,
Petitioners,
Present:
PANGANIBAN, C.J., Chairperson,
- versus - YNARES-SANTIAGO,*
AUSTRIA-MARTINEZ,
CALLEJO, SR., and
CHICO-NAZARIO, JJ.
ETERNIT CORPORATION
(now ETERTON MULTI-
RESOURCES CORPORATION),
FAR EAST BANK & TRUST
COMPANY,
Respondents.
x-----------------------------------------------------------------------------------------x
CALLEJO, SR., J.:
On appeal
via a Petition for Review on Certiorari
is the Decision[1] of
the Court of Appeals (CA) in CA-G.R. CV No. 51022, which affirmed the Decision of
the Regional Trial Court (RTC),
The Eternit Corporation (EC) is a
corporation duly organized and registered under Philippine laws. Since 1950, it
had been engaged in the manufacture of roofing materials and pipe products. Its
manufacturing operations were conducted on eight parcels of land with a total
area of 47,233 square meters. The properties, located in
In 1986, the management of ESAC grew concerned
about the political situation in the
Marquez
thereafter offered the parcels of land and the improvements thereon to Eduardo
B. Litonjua, Jr. of the Litonjua & Company, Inc. In a Letter dated P27,000,000.00 and that the terms of the sale were
subject to negotiation.[4]
Eduardo
Litonjua, Jr. responded to the offer. Marquez showed the
property to Eduardo Litonjua, Jr., and his brother Antonio K. Litonjua. The Litonjua siblings offered to buy the
property for P20,000,000.00 cash. Marquez apprised Glanville of the
Litonjua siblings’ offer and relayed the same to Delsaux in P2,500,000.00
to cover all existing obligations prior to final liquidation.”[5]
Marquez furnished Eduardo Litonjua,
Jr. with a copy of the telex sent by Delsaux. Litonjua, Jr. accepted the
counterproposal of Delsaux. Marquez conferred with Glanville, and in a Letter
dated
The Litonjua brothers deposited the
amount of US$1,000,000.00 with the Security Bank & Trust Company, Ermita
Branch, and drafted an Escrow Agreement to expedite the sale.[7]
Sometime
later, Marquez and the Litonjua brothers inquired from Glanville when the sale would
be implemented. In a telex dated
Meanwhile, with the assumption of
Corazon C. Aquino as President of the Republic of the
Delsaux himself later sent a letter
dated
Mr. L.G. Marquez
L.G. Marquez,
Inc.
334
Dear Sir:
Re:
Land of Eternit Corporation
I would like to confirm officially that our Group has
decided not to proceed with the sale of the land which was proposed to you.
The Committee for
We regret that we could not make a deal with you this
time, but in case the policy would change at a later state, we would consult
you again.
xxx
Yours sincerely,
(Sgd.)
C.F. DELSAUX
cc. To: J. GLANVILLE (Eternit Corp.)[11]
When apprised of this development,
the Litonjuas, through counsel, wrote EC, demanding payment for damages they
had suffered on account of the aborted sale. EC, however, rejected their
demand.
The Litonjuas then filed a complaint for
specific performance and damages against EC (now the Eterton Multi-Resources
Corporation) and the Far East Bank & Trust Company, and ESAC in the RTC of
Pasig City. An amended complaint was
filed, in which defendant EC was substituted by Eterton Multi-Resources
Corporation; Benito C. Tan, Ruperto V. Tan, Stock Ha T. Tan and Deogracias G.
Eufemio were impleaded as additional defendants on account of their purchase of
ESAC shares of stocks and were the controlling stockholders of EC.
In their answer to the complaint, EC
and ESAC alleged that since Eteroutremer was not doing business in the
Philippines, it cannot be subject to the jurisdiction of Philippine courts; the
Board and stockholders of EC never approved any resolution to sell subject
properties nor authorized Marquez to sell the same; and the telex dated October
28, 1986 of Jack Glanville was his own personal making which did not bind EC.
On
WHEREFORE, the complaint against Eternit Corporation
now Eterton Multi-Resources Corporation and Eteroutremer, S.A. is dismissed on
the ground that there is no valid and binding sale between the plaintiffs and
said defendants.
The complaint as against Far East Bank and Trust
Company is likewise dismissed for lack of cause of action.
The counterclaim of Eternit Corporation now Eterton
Multi-Resources Corporation and
The trial court declared that since
the authority of the agents/realtors was not in writing, the sale is void and
not merely unenforceable, and as such, could not have been ratified by the
principal. In any event, such ratification cannot be given any retroactive
effect. Plaintiffs could not assume that defendants had agreed to sell the property
without a clear authorization from the corporation concerned, that is, through resolutions
of the Board of Directors and stockholders. The trial court also pointed out
that the supposed sale involves substantially all the assets of defendant EC which
would result in the eventual total cessation of its operation.[14]
The Litonjuas appealed the decision
to the CA, alleging that “(1) the lower court erred in concluding that the real
estate broker in the instant case needed a written authority from appellee
corporation and/or that said broker had no such written authority; and (2) the
lower court committed grave error of law in holding that appellee corporation
is not legally bound for specific performance and/or damages in the absence of
an enabling resolution of the board of directors.”[15]
They averred that Marquez acted merely as a broker or go-between and not as
agent of the corporation; hence, it was not necessary for him to be empowered as
such by any written authority. They further claimed that an agency by estoppel
was created when the corporation clothed Marquez with apparent authority to
negotiate for the sale of the properties.
However, since it was a bilateral contract to buy and sell, it was
equivalent to a perfected contract of sale, which the corporation was obliged
to consummate.
In reply, EC alleged that Marquez had
no written authority from the Board of Directors to bind it; neither were
Glanville and Delsaux authorized by its board of directors to offer the
property for sale. Since the sale involved substantially all of the corporation’s
assets, it would necessarily need the authority from the stockholders.
On
The CA ruled that Marquez, who was a real
estate broker, was a special agent within the purview of Article 1874 of the
New Civil Code. Under Section 23 of the Corporation Code, he needed a special
authority from EC’s board of directors to bind such corporation to the sale of
its properties. Delsaux, who was merely the representative of ESAC (the
majority stockholder of EC) had no authority to bind the latter. The CA pointed
out that Delsaux was not even a member of the board of directors of EC. Moreover,
the Litonjuas failed to prove that an agency by estoppel had been created
between the parties.
In the instant petition for review,
petitioners aver that
I
THE COURT OF APPEALS ERRED IN HOLDING THAT THERE WAS
NO PERFECTED CONTRACT OF
II
THE APPELLATE COURT COMMITTED GRAVE ERROR OF LAW IN
HOLDING THAT MARQUEZ NEEDED A WRITTEN AUTHORITY FROM RESPONDENT ETERNIT BEFORE
THE SALE CAN BE PERFECTED.
III
THE COURT OF APPEALS ERRED IN NOT HOLDING THAT
GLANVILLE AND DELSAUX HAVE THE NECESSARY AUTHORITY TO SELL THE SUBJECT
PROPERTIES, OR AT THE VERY LEAST, WERE KNOWINGLY PERMITTED BY RESPONDENT
ETERNIT TO DO ACTS WITHIN THE SCOPE OF AN APPARENT AUTHORITY, AND THUS HELD
THEM OUT TO THE PUBLIC AS POSSESSING POWER TO SELL THE SAID PROPERTIES.[17]
Petitioners
maintain that, based on the facts of the case, there was a perfected contract
of sale of the parcels of land and the improvements thereon for “US$1,000,000.00
plus P2,500,000.00 to cover obligations prior to final liquidation.” Petitioners
insist that they had accepted the counter-offer of respondent EC and that before
the counter-offer was withdrawn by respondents, the acceptance was made known
to them through real estate broker Marquez.
Petitioners
assert that there was no need for a written authority from the Board of
Directors of EC for Marquez to validly act as broker/middleman/intermediary. As broker, Marquez was not an ordinary agent
because his authority was of a special and limited character in most
respects. His only job as a broker was
to look for a buyer and to bring together the parties to the transaction. He was not authorized to sell the properties
or to make a binding contract to respondent EC; hence, petitioners argue,
Article 1874 of the New Civil Code does not apply.
In any event, petitioners aver, what
is important and decisive was that Marquez was able to communicate both the
offer and counter-offer and their acceptance of respondent EC’s counter-offer,
resulting in a perfected contract of sale.
Petitioners posit that the
testimonial and documentary evidence on record amply shows that Glanville, who
was the President and General Manager of respondent EC, and Delsaux, who was
the Managing Director for ESAC Asia, had the necessary authority to sell the
subject property or, at least, had been allowed by respondent EC to hold
themselves out in the public as having the power to sell the subject properties.
Petitioners identified such evidence, thus:
1. The testimony of Marquez that he was
chosen by Glanville as the then President and General Manager of Eternit, to
sell the properties of said corporation to any interested party, which
authority, as hereinabove discussed, need not be in writing.
2. The
fact that the NEGOTIATIONS for the sale of the subject properties spanned SEVERAL MONTHS, from 1986 to
1987;
3. The COUNTER-OFFER made by Eternit
through GLANVILLE to sell its properties to the Petitioners;
4. The GOOD FAITH of Petitioners in
believing Eternit’s offer to sell the properties as evidenced by the
Petitioners’ ACCEPTANCE of the counter-offer;
5. The
fact that Petitioners DEPOSITED
the price of [US]$1,000,000.00 with the Security Bank and that an ESCROW
agreement was drafted over the subject properties;
6. Glanville’s
telex to Delsaux inquiring “WHEN WE
(Respondents) WILL IMPLEMENT ACTION TO BUY AND SELL”;
7. More importantly, Exhibits “G” and “H”
of the Respondents, which evidenced the fact that Petitioners’ offer was
allegedly REJECTED by both
Glanville and Delsaux.[18]
Petitioners insist that it is
incongruous for Glanville and Delsaux to make a counter-offer to petitioners’
offer and thereafter reject such offer unless they were authorized to do so by
respondent EC. Petitioners insist that
Delsaux confirmed his authority to sell the properties in his letter to
Marquez, to wit:
Dear Sir,
Re: Land
of Eternit Corporation
I
would like to confirm officially that our Group has decided not to proceed with
the sale of the land which was proposed to you.
The
Committee for
We regret that we could not make a deal
with you this time, but in case the policy would change at a later stage we
would consult you again.
In
the meantime, I remain
Yours
sincerely,
C.F.
DELSAUX[19]
Petitioners
further emphasize that they acted in good faith when Glanville and Delsaux were
knowingly permitted by respondent EC to sell the properties within the scope of
an apparent authority. Petitioners insist that respondents held themselves to
the public as possessing power to sell the subject properties.
By way of comment, respondents aver
that the issues raised by the petitioners are factual, hence, are proscribed by
Rule 45 of the Rules of Court. On the
merits of the petition, respondents EC (now EMC) and ESAC reiterate their
submissions in the CA. They maintain that Glanville, Delsaux and Marquez had no
authority from the stockholders of respondent EC and its Board of Directors to
offer the properties for sale to the petitioners, or to any other person or
entity for that matter. They assert that
the decision and resolution of the CA are in accord with law and the evidence
on record, and should be affirmed in toto.
Petitioners aver in their subsequent
pleadings that respondent EC, through Glanville and Delsaux, conformed to the written
authority of Marquez to sell the properties. The authority of Glanville and
Delsaux to bind respondent EC is evidenced by the fact that Glanville and
Delsaux negotiated for the sale of 90% of stocks of respondent EC to Ruperto
Tan on
resolution of the Board of Directors would be a mere ceremonial formality. What is important, petitioners maintain, is
that Marquez was able to communicate the offer of respondent EC and the petitioners’
acceptance thereof. There was no time that they acted without the knowledge of
respondents. In fact, respondent EC
never repudiated the acts of Glanville, Marquez and Delsaux.
The
petition has no merit.
Anent
the first issue, we agree with the contention of respondents that the issues
raised by petitioner in this case are factual.
Whether or not Marquez, Glanville, and Delsaux were authorized by
respondent EC to act as its agents relative to the sale of the properties of
respondent EC, and if so, the boundaries of their authority as agents, is a question
of fact. In the absence of express written
terms creating the relationship of an agency, the existence of an agency is a
fact question.[20] Whether an agency by estoppel was created or
whether a person acted within the bounds of his apparent authority, and whether
the principal is estopped to deny the apparent authority of its agent are,
likewise, questions of fact to be resolved on the basis of the evidence on
record.[21] The findings of the trial court on such issues,
as affirmed by the CA, are conclusive on the Court, absent evidence that the
trial and appellate courts ignored, misconstrued, or misapplied facts and
circumstances of substance which, if considered, would warrant a modification
or reversal of the outcome of the case.[22]
It
must be stressed that issues of facts may not be raised in the Court under Rule
45 of the Rules of Court because the Court is not a trier of facts. It is not to re-examine and assess the
evidence on record, whether testimonial and documentary. There are, however, recognized exceptions where
the Court may delve into and resolve factual issues, namely:
(1)
When the conclusion is a finding grounded entirely on speculations, surmises,
or conjectures; (2) when the inference made is manifestly mistaken, absurd, or
impossible; (3) when there is grave abuse of discretion; (4) when the judgment
is based on a misapprehension of facts; (5) when the findings of fact are
conflicting; (6) when the Court of Appeals, in making its findings, went beyond
the issues of the case and the same is contrary to the admissions of both
appellant and appellee; (7)
when the findings of the Court of Appeals are contrary to those of the trial
court; (8) when the findings of fact are conclusions without citation of
specific evidence on which they are based; (9) when the Court of Appeals
manifestly overlooked certain relevant facts not disputed by the parties,
which, if properly considered, would justify a different conclusion; and (10)
when the findings of fact of the Court of Appeals are premised on the absence of
evidence and are contradicted by the evidence on record.[23]
We
have reviewed the records thoroughly and find that the petitioners failed to
establish that the instant case falls under any of the foregoing exceptions.
Indeed, the assailed decision of the Court of Appeals is supported by the
evidence on record and the law.
It was the duty of the petitioners to
prove that respondent EC had decided to sell its properties and that it had empowered
Adams, Glanville and Delsaux or Marquez to offer the properties for sale to
prospective buyers and to accept any counter-offer. Petitioners likewise failed
to prove that their counter-offer had been accepted by respondent EC, through
Glanville and Delsaux. It must be stressed that when specific performance is
sought of a contract made with an agent, the agency must be established by
clear, certain and specific proof.[24]
Section
23 of Batas Pambansa Bilang 68,
otherwise known as the Corporation Code of the
SEC.
23. The Board of Directors or Trustees. –
Unless otherwise provided in this Code, the corporate powers of all
corporations formed under this Code shall be exercised, all business conducted
and all property of such corporations controlled and held by the board of
directors or trustees to be elected from among the holders of stocks, or where
there is no stock, from among the members of the corporation, who shall hold
office for one (1) year and until their successors are elected and
qualified.
Indeed,
a corporation is a juridical person separate and distinct from its members or
stockholders and is not affected by the personal rights,
obligations and transactions of the
latter.[25]
It may act only through its board of directors or, when authorized either by
its by-laws or by its board resolution, through its officers or agents in the
normal course of business. The general
principles of agency govern the relation between the corporation and its
officers or agents, subject to the articles of incorporation, by-laws, or
relevant provisions of law.[26]
Under
Section 36 of the Corporation Code, a corporation may sell or convey its real
properties, subject to the limitations prescribed by law and the Constitution,
as follows:
SEC.
36. Corporate powers and capacity. – Every
corporation incorporated under this Code has the power and capacity:
x x x
x
7. To
purchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage
and otherwise deal with such real and personal property, including securities
and bonds of other corporations, as the transaction of a lawful business of the
corporation may reasonably and necessarily require, subject to the limitations
prescribed by the law and the Constitution.
The
property of a corporation, however, is not the property of the stockholders or
members, and as such, may not be sold without express authority from the board
of directors.[27]
Physical acts, like the offering of the properties of the corporation for sale,
or the acceptance of a counter-offer of prospective buyers of such properties
and the execution of the deed of sale covering such property, can be performed by
the corporation only by officers or agents duly authorized for the purpose by
corporate by-laws or by specific acts of the board of directors.[28] Absent
such valid delegation/authorization, the rule is that the declarations of an
individual director relating to the affairs of the corporation, but not in the
course of, or
connected with, the performance of authorized duties of such director, are not
binding on the corporation.[29]
While
a corporation may appoint agents to negotiate for the sale of its real
properties, the final say will have to be with the board of directors through
its officers and agents as authorized by a board resolution or by its by-laws.[30]
An unauthorized act of an officer of the corporation is not binding on it
unless the latter ratifies the same expressly or impliedly by its board of
directors. Any sale of real property of a corporation by a person purporting to
be an agent thereof but without written authority from the corporation is null
and void. The declarations of the agent
alone are generally insufficient to establish the fact or extent of his/her
authority.[31]
By
the contract of agency, a person binds himself to render some service or to do
something in representation on behalf of another, with the consent or authority
of the latter.[32] Consent of both principal and agent is
necessary to create an agency. The
principal must intend that the agent shall act for him; the agent must intend
to accept the authority and act on it, and the intention of the parties must
find expression either in words or conduct between them.[33]
An
agency may be expressed or implied from the act of the principal, from his
silence or lack of action, or his failure to repudiate the agency knowing that
another person is acting on his behalf without authority. Acceptance by the agent may be expressed, or
implied from his acts which carry out the agency, or from his silence or inaction
according to the circumstances.[34] Agency
may be oral unless the law requires a specific form.[35] However, to create or convey real rights over
immovable property, a special power of attorney is necessary.[36] Thus,
when a sale of a piece of land or any
portion thereof is through an agent, the authority of the latter shall be in
writing, otherwise, the sale shall be void.[37]
In this case, the petitioners as plaintiffs below,
failed to adduce in evidence any resolution of the Board of Directors of
respondent EC empowering Marquez, Glanville or Delsaux as its agents, to sell,
let alone offer for sale, for and in its behalf, the eight parcels of land owned
by respondent EC including the improvements thereon. The bare fact that Delsaux
may have been authorized to sell to Ruperto Tan the shares of stock of
respondent ESAC, on June 1, 1997, cannot be used as basis for petitioners’
claim that he had likewise been authorized by respondent EC to sell the parcels
of land.
Moreover,
the evidence of petitioners shows that Adams and Glanville acted on the authority
of Delsaux, who, in turn, acted on the authority of respondent ESAC, through
its Committee for Asia,[38] the
Board of Directors of respondent ESAC,[39] and
the Belgian/Swiss component of the management of respondent ESAC.[40] As such, Adams and Glanville engaged the services
of Marquez to offer to sell the properties to prospective buyers. Thus, on P27,000,000.00 and
the other terms of the sale subject to negotiations. When petitioners offered
to purchase the property for P20,000,000.00, through Marquez, the latter
relayed petitioners’ offer to Glanville; Glanville had to send a telex to
Delsaux to inquire the position of respondent ESAC to petitioners’ offer. However, as admitted by petitioners in their
Memorandum, Delsaux was unable to reply immediately to the telex of Glanville
because Delsaux had to wait for confirmation from respondent ESAC.[41] When Delsaux finally responded to Glanville on
February 12, 1987, he made it clear that, based on the “Belgian/Swiss decision”
the final offer of respondent ESAC was US$1,000,000.00 plus P2,500,000.00
to cover all existing obligations prior to final liquidation.[42]
The offer of Delsaux emanated only from the “Belgian/Swiss decision,” and not
the entire management or Board of Directors of respondent ESAC. While it is true that petitioners accepted
the counter-offer of respondent ESAC, respondent EC was not a party to the
transaction between them; hence, EC was not bound by such acceptance.
While
Glanville was the President and General Manager of respondent EC, and Adams and
Delsaux were members of its Board of Directors, the three acted for and in
behalf of respondent ESAC, and not as
duly authorized agents of respondent EC; a board resolution evincing the
grant of such authority is needed to bind EC to any agreement regarding the
sale of the subject properties. Such board resolution is not a mere formality
but is a condition sine qua non to
bind respondent EC. Admittedly, respondent ESAC owned 90% of the shares of
stocks of respondent EC; however, the mere fact that a corporation owns a
majority of the shares of stocks of another, or even all of such shares of
stocks, taken alone, will not justify their being treated as one corporation.[43]
It
bears stressing that in an agent-principal relationship, the personality of the
principal is extended through the facility of the agent. In so doing, the agent, by legal fiction, becomes
the principal, authorized to perform all acts which the latter would have him
do. Such a relationship can only be
effected with the consent of the principal, which must not, in any way, be
compelled by law or by any court.[44]
The
petitioners cannot feign ignorance of the absence of any regular and valid
authority of respondent EC empowering Adams, Glanville or Delsaux to offer the
properties for sale and to sell the said properties to the petitioners. A person dealing with a known agent is not
authorized, under any circumstances, blindly to trust the agents; statements as
to the extent of his powers; such person must not act negligently but must use
reasonable diligence and prudence to ascertain whether the agent acts within
the scope of his authority.[45] The settled rule is that, persons dealing
with an assumed agent are bound at their peril, and if they would hold the
principal liable, to ascertain not only the fact of agency but also the nature
and extent of authority, and in case either is controverted, the burden of
proof is upon them to prove it.[46] In
this case, the petitioners failed to discharge their burden; hence, petitioners
are not entitled to damages from respondent EC.
It
appears that Marquez acted not only as real estate broker for the petitioners
but also as their agent. As gleaned from
the letter of Marquez to Glanville, on
Equally barren of merit is
petitioners’ contention that respondent EC is estopped to deny the existence of
a principal-agency relationship between it and Glanville or Delsaux. For an agency by estoppel to exist, the
following must be established: (1) the principal manifested a representation of
the agent’s authority or knowlingly allowed the agent to assume such
authority; (2) the third person, in good faith, relied upon such
representation; (3) relying upon such representation, such third person has
changed his position to his detriment.[48] An agency by estoppel, which is similar to
the doctrine of apparent authority, requires proof of reliance upon the
representations, and that, in turn, needs proof that the representations
predated the action taken in reliance.[49]
Such proof is lacking in this case. In their communications to the petitioners,
Glanville and Delsaux positively and unequivocally declared that they were
acting for and in behalf of respondent ESAC.
Neither
may respondent EC be deemed to have ratified the transactions between the petitioners
and respondent ESAC, through Glanville, Delsaux and Marquez. The transactions
and the various communications inter se
were never submitted to the Board of Directors of respondent EC for ratification.
IN LIGHT OF ALL THE FOREGOING, the
petition is DENIED for lack of
merit. Costs against the petitioners.
SO ORDERED.
ROMEO J. CALLEJO, SR.
Associate Justice
WE
CONCUR:
Chief Justice
Chairperson
(On
leave)
CONSUELO YNARES-SANTIAGO MA. ALICIA AUSTRIA-MARTINEZ
Associate Justice
Associate Justice
Associate Justice
Pursuant to Section 13, Article VIII of the
Constitution, 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’s Division.
ARTEMIO
V. PANGANIBAN
Chief
Justice
* On leave.
[1] Penned by Associate Justice Remedios A. Salazar-Fernando, with Associate Justices Fermin A. Martin, Jr. and Salvador J. Valdez, Jr. (retired), concurring; rollo, pp. 40-53.
[2] Rollo, pp. 54-55.
[3]
[4]
[5]
[6]
[7]
[8]
[9]
[10]
[11]
[12]
[13]
[14]
[15]
[16]
[17]
[18]
[19]
[20] Weathersby
v. Gore, 556 F.2d 1247 (1977).
[21] Cavic v. Grand Bahama Development Co., Ltd., 701 F.2d 879 (1983).
[22] Culaba v. Court of Appeals, G.R. No.
125862, April 15, 2004, 427 SCRA 721, 729; Litonjua
v. Fernandez, G.R. No. 148116,
[23] Nokom v. National Labor Relations
Commission, 390 Phil. 1228, 1242-1243 (2000). (citations omitted)
[24] Blair v.
[25] Philippine National Bank v. Ritratto Group, Inc., 414 Phil. 494,
503 (2001).
[26] San Juan Structural and Steel Fabricators,
Inc. v. Court of Appeals, 357 Phil. 631, 644 (1998).
[27] Traders Royal Bank v. Court of Appeals,
G.R. No. 78412, September 26, 1989, 177 SCRA 788, 792.
[28] BPI Leasing Corporation v. Court of Appeals,
G.R. No. 127624, November 18, 2003, 416 SCRA 4, 11.
[29] AF Realty & Development, Inc. v.
Dieselman Freight Services, Co., 424 Phil. 446, 454 (2002).
[30] De Liano v. Court of Appeals, 421 Phil.
1033, 1052 (2001).
[31] Litonjua v. Fernandez, supra note 22, at 493.
[32] Article 1868, new civil code.
[33] Ellison v. Hunsinger, 75 S.E. 2d. 884
(1953); Dominion Insurance Corporation v.
Court of Appeals, 426 Phil. 620, 626 (2002).
[34] civil code, Art. 1870.
[35] civil code, Art. 1869, paragraph 2.
[36] civil code, Art. 1878(12).
[37] civil code, Art. 1874.
[38]
Exhibits “H” and “H-1,” rollo, p.
166.
[39]
Exhibits “G” and “G-1,” id.
[40] Exhibits “C” and “C-1,” id. at 165.
[41] Rollo, p. 396.
[42] Exhibits “C” and “C-1,” rollo, p. 165.
[43] Philippine National Bank v. Ritratto Group,
Inc., supra note 25, at 503.
[44] Orient Air Services and Hotel Representatives
v. Court of Appeals, 274 Phil. 927, 939
(1991).
[45] Hill v.
Delta Loan and Finance Company, 277 S.W. 2d 63, 65.
[46] Litonjua v. Fernandez, supra note 22, at
494; Culaba v. Court of Appeals, supra
note 22, at 730; BA Finance Corporation
v. Court of Appeals, G.R. No. 94566, July 3, 1992, 211 SCRA 112, 116.
[47] Donnan v. Adams, 71 S.W. 580.
[48] Carolina-Georgia Carpet and Textiles, Inc.
v. Pelloni, 370 So. 2d 450 (1979).
[49]