THIRD DIVISION
|
ST. MARY’S FARM, INC., Petitioner, - versus - PRIMA REAL PROPERTIES,
INC., RODOLFO A. AGANA, JR., and THE REGISTER OF DEEDS OF LAS PIÑAS, METRO Respondents. |
G.R.
No. 158144
Present: YNARES-SANTIAGO, J.,
Chairperson, AUSTRIA-MARTINEZ, CHICO-NAZARIO, NACHURA, and REYES, JJ. Promulgated: July 31,
2008 |
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DECISION
NACHURA, J.:
This is a petition for review of the decision[1]
of the Court of Appeals (CA) affirming in
toto the decision[2]
of the Regional Trial Court (RTC), Branch 254, Las Piñas City, which dismissed
for lack of merit the complaint for annulment of sale.
The factual antecedents of the case,
as narrated by the RTC, are as follows:
[I]t appears that
herein plaintiff was the registered owner of an originally twenty-five thousand
five hundred ninety-eight (25,598) square meters of land situated at Bo. Pugad
Lawin, Las
In
compliance with a final court decision in Civil Case No. 87-42915 of the
Regional Trial Court, Branch XL of Manila, plaintiff passed and approved on
Subsequent developments had it that
on
In its complaint which was amended
twice, the second amendment even needed the intervention of the Court of
Appeals in a petition for certiorari and mandamus after the same was denied
admission by Hon. N.C. Perello, Presiding Judge of the then Assisting Court
of Makati, [Muntinlupa], Metro Manila,
herein plaintiff alleged inter alia that the authorization certified to by
Antonio V. Agcaoili, Corporate Secretary of the plaintiff and used by defendant
Rodolfo A. Agana in selling the subject property to defendant Prima was a
forgery as the board of directors of the plaintiff never enacted a resolution
authorizing herein defendant Rodolfo A. Agana to sell herein subject property
to defendant Prima or to anyone else for that matter. Plaintiff further claimed that defendant
Prima in collusion with defendant Rodolfo A. Agana acted maliciously and in bad
faith in relying on the forged authority without taking any step to verify the
same with the plaintiff as owner of the subject property. According to plaintiff, the deed of absolute
sale entered into between defendants Prima and Rodolfo A. Agana being the
result of fraudulent transaction was void thereby, among others, causing damage
to the plaintiff. For canceling Transfer
Certificate of Title No. S-1648 (11521-A) knowing fully well that the authorization
to sell [to] defendant Rodolfo A.
On the other hand, defendant Prima separately with defendant Rodolfo A. Agana in their respective answers, sought and insisted constantly on the dismissal of the complaint based solidly on the ground that Venice B. Agana and Ma. Natividad A. Villacorta who filed in behalf of the plaintiff the original complaint and the amended and the second amended complaints as well, respectively, lacked legal capacity to sue because they were not authorized therefor by the board of directors of the plaintiff. Furthermore, defendant Prima argued that it acted in good faith when it relied solely on the face of the purported authorization of defendant Rodolfo A. Agana and entered into the deed of absolute sale and paid in full the purchase price of PhP2,567,760.00 of the subject property. This fact, according to defendant Prima, made it a buyer in good faith and for value. To cap its argument, defendant Prima in adopting the defense of defendant Rodolfo A. Agana asserted that even assuming that the authorization of defendant Rodolfo A. Agana was forged when plaintiff, through its President, Marcelino A. Agana, Jr. (brother of Rodolfo) accepted/received part of the aforestated purchase price knowing fully well the same to be the proceeds of the sale of the subject property, plaintiff has been precluded as it is now estopped from asking for rescission of the deed of absolute sale and reconveyance of the subject property.[3]
After due
hearing, the trial court rendered judgment on
The trial
court found that the respondent was a buyer in good faith and for value,
relying on the authority of Rodolfo A. Agana to sell the property in behalf of
the petitioner company, as evidenced by a notarized board resolution. As such, the trial court ruled that the petitioner
was bound by the acts of its agent and must necessarily bear whatever damage may
have been caused by this alleged breach of trust.
On appeal,
the CA affirmed in toto.
Thus,
petitioner filed the instant petition raising the following errors:
I
The Court of Appeals gravely erred
in ruling that Respondent Agana was duly authorized by Petitioner under the
Certification dated
(A) There is no proof of the Certification’s authenticity and due execution;
(B) There is clear and convincing evidence that the Certification was forged.
(C) Even assuming that the Certification was authentic and duly executed, it was not sufficient in form and by its terms to authorize Respondent Agana to sell the subject property or receive payment on behalf of Petitioner.
II
The Court of Appeals gravely erred in not holding that Respondent Prima Real was the author of its own damage by not making reasonable and prudent inquiries into the fact, nature and extent of Respondent Agana’s authority, and by causing the issuance of checks in the name of Respondent Agana.
The
petition must fail.
A cursory reading of the issues reveals
that these are factual matters which are not within the province of the Court
to look into, save only in exceptional circumstances which are not present in
the case at bar. Well settled is the
rule that in petitions for review on certiorari
under Rule 45, only questions of law must be raised.[5] As a matter of procedure, the Court defers
and accords finality to the factual findings of trial courts, especially when,
as in the case at bar, such findings are affirmed by the appellate court. This factual determination, as a matter of
long and sound appellate practice, deserves great weight and shall not be
disturbed on appeal. It is not the
function of the Court to analyze and weigh all over again the evidence or
premises supportive of the factual holding of the lower courts.[6]
Petitioner insists that “the sale of
the realty entered into between respondent
Despite this insistence, we find no
cogent reason to deviate from the findings and conclusions of the respondent
court affirming those of the trial court on this matter. Anent the forged signature of Atty. Agcaoili,
the CA did not err in not giving evidentiary weight to the findings of
the Document Examiner of the National Bureau of Investigation (NBI) on the
ground that the findings were not really conclusive. In the first place, the procedure for the
investigation of questionable handwriting was not properly followed. There is
nothing on record that will conclusively show that the alleged standard sample signatures
of Atty. Antonio Agcaoili, which were submitted to the NBI and made the basis
of comparison, were the genuine signatures of the same Atty. Antonio Agcaoili. Moreover, the examiner testified that it was possible
to have variations in the standard signatures of Atty. Agcaoili, caused by
certain factors such as passage of time, pressure and physical condition of the
writer which may have decisive influences on his handwriting’s characteristics.[8] Thus, in the instant case, it cannot readily
be concluded that a particular signature appearing in those documents is not genuine
for lack of proper identification and a more accurate comparison of signatures.
Mere allegation of forgery is not evidence and the burden of proof lies in the
party making the allegation.[9] Unfortunately, in the case at bar, the petitioner failed to discharge this
burden.
Further challenging
the due execution of the board resolution bearing the Secretary’s
Certification, petitioner wants us to consider the same as inadmissible on the
ground that Atty. Agcaoili did not appear before a notary public for
notarization. We do not agree, because in the past, we have already held that
the non-appearance of the party before the notary public who notarized the deed
does not necessarily nullify or render the parties’ transaction void ab initio.[10]
However, the non-appearance of the party exposes the notary public to
administrative liability which warrants sanction by the Court. This fact notwithstanding, we agree with the
respondent court that it is not enough to overcome the presumption of the
truthfulness of the statements contained in the board resolution. To overcome
the presumption, there must be sufficient, clear and convincing evidence as to
exclude all reasonable controversy as to the falsity of the certificate.[11] In the absence of such proof, the document must
be upheld. Notarization converts a private document into a public document,
making it admissible in court without further proof of its authenticity.[12]
On the
basis of this notarized board
resolution, respondent had every reason to rely on Rodolfo Agana’s authority to
sell the subject property. Undeniably then, the respondent is an innocent purchaser
for value in good faith. Our
pronouncement in Bautista v. Silva[13]
is instructive:
A buyer for value in good faith is
one who buys property of another, without notice that some other person has a
right to, or interest in such property and pays full and fair price for the
same, at the time of such purchase, or before he has notice of the claim or
interest of some other persons in the property. He buys the property with the
well-founded belief that the person from whom he receives the thing had title
to the property and capacity to convey it.
To prove good faith, a buyer of registered and titled land need only show that he relied on the face of the title to the property. He need not prove that he made further inquiry for he is not obliged to explore beyond the four corners of the title. Such degree of proof of good faith, however, is sufficient only when the following conditions concur: first, the seller is the registered owner of the land; second, the latter is in possession thereof; and third, at the time of the sale, the buyer was not aware of any claim or interest of some other person in the property, or of any defect or restriction in the title of the seller or in his capacity to convey title to the property.[14]
All the
conditions enumerated in the aforementioned case are present in the case at bar,
enough for us to consider Prima as a
buyer in good faith. Prima Real
Properties, Inc. is a company engaged in the buying and selling of real
properties. As borne out by the records, respondent exerted efforts to verify
the true background of the subject property. Rodolfo Agana presented to
respondent the (1) notarized board resolution which stated that at a special
meeting held on June 27, 1988, the board of directors authorized Mr. Rodolfo A.
Agana, Treasurer, to sell the subject property covered by Transfer Certificate
of Title (TCT) No. S-1648;[15]
(2) a separate Certification by the petitioner’s president, Marcelino A. Agana,
Jr., authorizing its Treasurer, Rodolfo Agana, to sell said property;[16]
and, (3) TCT No. T-1648 of the subject property. Convinced that Rodolfo Agana had the
authority to sell on behalf of the company after being presented all these
documents, the sale between the parties was thereby consummated. A deed of sale
was executed on P2,567,760.00 for the subject property was paid.[18]
It is of no
moment that the checks were made payable to Rodolfo Agana and not to the
company which, according to the petitioner, should have alerted the respondent
to inquire further into the extent of
When the document under scrutiny is a special power of attorney that is duly notarized, we know it to be a public document where the notarial acknowledgment is prima facie evidence of the fact of its due execution. A buyer presented with such a document would have no choice between knowing and finding out whether a forger lurks beneath the signature on it. The notarial acknowledgment has removed that choice from him and replaced it with a presumption sanctioned by law that the affiant appeared before the notary public and acknowledged that he executed the document, understood its import and signed it. In reality, he is deprived of such choice not because he is incapable of knowing and finding out but because, under our notarial system, he has been given the luxury of merely relying on the presumption of regularity of a duly notarized SPA. And he cannot be faulted for that because it is precisely that fiction of regularity which holds together commercial transactions across borders and time.
In sum, all things being equal, a person dealing with a seller who has [in his] possession title to the property but whose capacity to sell is restricted, qualifies as a buyer in good faith if he proves that he inquired into the title of the seller as well as into the latter’s capacity to sell; and that in his inquiry, he relied on the notarial acknowledgment found in the seller’s duly notarized special power of attorney. He need not prove anything more for it is already the function of the notarial acknowledgment to establish the appearance of the parties to the document, its due execution and authenticity.[19]
Aside from
the pertinent documents presented, respondent also relied on the confirmation
and certification of the Register of Deeds of Las Piñas City and Mr. Timoteo S.
Cruz, owner of the land likewise sold by Rodolfo Agana for the petitioner, with
similar authorization by the petitioner and signed by the corporate secretary
Atty. Agcaoili.
Contrary to
the allegations of the petitioner that respondent Agana’s authority was only
limited to negotiate and not to sell the subject property, suffice it to state
that the board resolution further averred that he was “authorized and empowered
to sign any and all documents, instruments, papers or writings which may be
required and necessary for this purpose to bind the Corporation in this
undertaking.”[20] The certification of the President, Marcelino
Agana, Jr. also attests to this fact.
With this notarized board resolution, respondent
Thus, it is
too late in the day to have the sale voided, notwithstanding the retraction
made by Rodolfo Agana in his Comment[22]
on the Petition filed with this Court.
Therein, he admits that he acted solely and without proper authority of
the corporation.
Unfortunately,
the Court cannot give weight to this magnanimous gesture of Agana; neither will
the Court lend credence to Agana’s assertion that he acted solely and without
proper authority from the corporation, inasmuch as it was raised for the very
first time in this Court and only after 8 years from the inception of the
case. In all the pleadings filed by
respondent
Considering
all the foregoing, it cannot be gainsaid that respondent Prima is an innocent
purchaser in good faith and for value.
WHEREFORE, the petition is DENIED. The decision of the Court of
Appeals is AFFIRMED.
SO ORDERED.
ANTONIO
EDUARDO B. NACHURA
Associate
Justice
WE CONCUR:
CONSUELO YNARES-SANTIAGO
Associate
Justice
Chairperson
|
MA. ALICIA
AUSTRIA-MARTINEZ Associate Justice |
MINITA V. CHICO-NAZARIO Associate Justice |
RUBEN T. REYES
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.
CONSUELO
YNARES-SANTIAGO
Associate
Justice
Chairperson,
Third Division
C E R T I F I C A T I O
N
Pursuant to Section 13, Article
VIII of the Constitution and the Division Chairperson's Attestation, I certify
that the conclusions in the above Decision had been reached in consultation
before the case was assigned to the writer of the opinion of the Court’s Division.
REYNATO
S. PUNO
Chief
Justice
[1] Penned by Associate Justice Mariano C. Del Castillo, with Associate Justices Buenaventura J. Guerrero and Teodoro P. Regino, concurring; rollo, pp. 54-64.
[2] Penned by Judge Manuel B. Fernandez; id. at 115-127.
[3] Rollo, pp. 115-118.
[4]
[5] Buduhan v. Pakurao, G.R. No. 168237,
[6] Tapuroc v. Loquellano Vda. de Mende,
G.R. No. 152007, January 22, 2007, 512 SCRA 97.
[7] Rollo, p. 23.
[8]
[9] Lingan v. Calubaquib, A.C. No. 5377,
[10] Mallari
v. Alsol, G.R. No. 150866,
[11] Rollo, p. 60.
[12] Protacio v. Mendoza, 443 Phil. 12, 20 (2003).
[13] G.R. No. 157434,
[14]
[15] Records, p. 168.
[16]
[17]
[18]
[19] Bautista v. Silva, supra note 13, at 350-351.
[20] Rollo, p. 75.
[21] Records, p. 164.
[22]
[23] Heirs of Pedro Clemeña y Zurbano v. Heirs of Irene B. Bien, G.R. No. 155508, September 11, 2006, 501 SCRA 405, 414-415.