[SYLLABUS]
[ G.R. No. 118509, March 29, 1996 ]LIMKETKAI SONS MILLING INC. v. CA +
LIMKETKAI SONS MILLING INC., PETITIONER, VS. COURT OF APPEALS, ET AL., RESPONDENTS.
R E S O L U T I O N
LIMKETKAI SONS MILLING INC. v. CA +
LIMKETKAI SONS MILLING INC., PETITIONER, VS. COURT OF APPEALS, ET AL., RESPONDENTS.
R E S O L U T I O N
FRANCISCO, J.:
In this motion for reconsideration, the Court[*] is called upon to take a second hard look on its December 1, 1995 decision reversing and setting aside respondent Court of Appeals' judgment of August 12, 1994 that dismissed petitioner
Limketkai Sons Milling Inc.'s complaint for specific performance and damages against private respondents Bank of the Philippine Islands (BPI) and National Book Store (NBS). Petitioner Limketkai Sons Milling, Inc., opposed the motion and filed its Consolidated Comment, to which
private respondent NBS filed a Reply. Thereafter, petitioner filed its Manifestation and Motion for the voluntary inhibition of Chief Justice Andres R. Narvasa from taking part in any "subsequent deliberations in this case." The Honorable Chief Justice declined.[1]
The Court is swayed to reconsider.
The bottomline issue is whether or not a contract of sale of the subject parcel of land existed between the petitioner and respondent BPI. A re-evaluation of the attendant facts and the evidence on record, specifically petitioner's Exhibits "A" to "I", yields the negative. To elaborate:
Exhibit "A"[2] is a Deed of Trust dated May 14, 1976, entered into between Philippine Remnants Co. Inc., as grantor, and respondent BPI, as trustee, stating that subject property covered by TCT 493122 (formerly TCT No. 27324)[3] "has [been] assigned, transferred, conveyed and set over unto the Trustee"[4] expressly authorizing and empowering the same"in its own name to sell and dispose of said trust property or any lot or parcel thereof"[5] and "to facilitate [the] sale of the trust property, the Trustee may engage the services of real estate broker or brokers, under such terms and conditions which the Trustee may deem proper, to sell the Trust property or any lot or parcel thereof."[6]
Exhibit "B" is a Letter of Authority for the petitioner issued by respondent BPI to Pedro A. Revilla, Jr., a real estate broker, to sell the property pursuant to the Deed of Trust. The full text of Exhibit "B" is hereby quoted:
"Trust Account No. 75-09
23 June 1988
ASSETRADE CO.
70 San Francisco St.
Capitol Subdivision
Pasig, Metro Manila
Attention: Mr. Pedro P. Revilla, Jr.
Managing Partner .
Gentlemen:
This will serve as your authority to sell on an "as is" "where is" basis the property located at Pasig Blvd., Bagong Ilog, Pasig, Metro Manila, under the following details and basic terms and conditions:
This authority which is good for thirty (30) days only from date hereof is non-exclusive and on a "first come" "first-serve" basis.
Very truly yours,
security guard on duty at subject property to allow him (Revilla, Jr.) and his companion to conduct an ocular inspection of the premises.[7]
Exhibit "D" is a letter addressed by Pedro Revilla, Jr. to respondent BPI informing the latter that he has procured a prospective buyer.[8]
Exhibit "E" is the written proposal submitted by Alfonso Y. Lim in behalf of petitioner Limketkai Sons Milling, Inc., offering to buy the subject property at P1,000.00/sq. m.[9]
Exhibit "F" is respondent BPI's letter addressed to petitioner pointing out that petitioner's proposal embodied in its Letter (Exhibit "E") has been rejected by the respondent BPI's Trust Committee.[10]
Exhibit "G" is petitioner's letter dated July 22, 1988 reiterating its offer to buy the subject property at P1,000/sq. m. but now on cash basis.[11]
Exhibit "H" refers to respondent BPI's another rejection of petitioner's offer to buy the property at P1,000/sq. m.[12]
And finally, Exhibit "I" is a letter by petitioner addressed to respondent BPI claiming the existence of a perfected contract of sale of the subject property between them.[13]
These exhibits, either scrutinized singly or collectively, do not reveal a perfection of the purported contract of sale. Article 1458 of the Civil Code defines a contract of sale as follows:
On the subject of consent as an essential element of contracts, Article 1319 of the Civil Code has this to say:
The Court also finds as unconvincing petitioner's representation under Exhibits "E", "G", and "I" that its proposal to buy the subject property for P 1,000/ sq. m. has been accepted by respondent BPI, considering that none of the said Exhibits contained the signature of any responsible official of respondent bank.
It is therefore evident from the foregoing that petitioner's documentary evidence floundered in establishing its claim of a perfected contract of sale.
Moreover, petitioner's case failed to hurdle the strict requirements of the Statute of Frauds. Article 1403 of the Civil Code states:
Corrolarily, as the petitioner's exhibits failed to establish the perfection of the contract of sale, oral testimony cannot take their place without violating the parol evidence rule.[21] It was therefore irregular for the trial court to have admitted in evidence testimony to prove the existence of a contract of sale of a real property between the parties despite de persistent objection made by private respondents' counsels as early as the first scheduled hearing. While said counsels cross-examined the witnesses, this, to our view, did not constitute a waiver of the parol evidence rule. The Talosig v. Vda. de Nieba,[22] and Abrenica v. Gonda and de Gracia[23] cases cited by the Court in its initial decision, which ruled to the effect that an objection against the admission of any evidence must be made at the proper time, i.e., "x x x at the time question is asked,"[24] and that if not so made it will be understood to have been waived, do not apply as these two cases involved facts[25] different from the case at bench. More importantly, here, the direct testimonies of the witnesses were presented in "affidavit-form" where prompt objection to inadmissible evidence is hardly possible, whereas the direct testimonies in these cited cases were delivered orally in open court. The best that counsels could have done, and which they did, under the circumstances was to preface the cross-examination with objection. Thus:
SO ORDERED.
Narvasa, C.J. (Chairman) and Davide, Jr., J., concur.
Panganiban, J., joins Justice Melo's dissent.
[*] The Third Division of this Court was initially composed of Justices Feliciano, Romero, Melo, Vitug and Panganiban. After the promulgation of the December 1, 1995 decision and in view of Justice Feliciano's retirement, the different Divisions of the Court were reorganized. Consequently, the present Third Division is now composed of Chief Justice Narvasa and Justices Davide, Melo, Francisco and Panganiban.
[1] In a Memorandum dated March 18, 1996, addressed to the members of the Court's Third Division, the Honorable Chief Justice Andres Narvasa noted petitioner's baseless motion. Thus:
"2. The information upon which petitioner relies is utterly without foundation in fact and is nothing but pure speculation or wishful yearning. The Chief Justice wishes to state for the record that while still in private practice, he never had occasion to represent the "National Bookstore and/or its principal owner, the Ramos family," in any case or matter whatsoever; that he has never had any transaction at all with them and that indeed, he has no recollection of ever having even purchased anything from said store; and that he does not know, and as far as he knows he never met, any member of the Ramos family described as principal owners of the National Bookstore.
"3. There is thus absolutely no reason for the inhibition of the Chief Justice in this case, and he will continue to take part in all 'subsequent deliberations in this case."
[2] Records, pp. 10-14.
[3] Complaint, p.2; Records, p. 2.
[4] Deed of Trust, p. 2; Records, p. 11.
[5] Id.
[6] Id.
[7] The Full Text of Exhibit "C" is as follows:
Trust Account No. 75-11
08 July 1988
The Security Guard
On Detail
Universal Security &
Investigation Agency
c/o Phil. Remnants Co., Inc.
Pasig Blvd., Bagong Ilog
Pasig. Metro Manila
Dear Sir:
Please allow Mr. Pedro Revilla, Jr., whose specimen signature appears below, and company to enter the premises that you are securing located at the above-given address for the purpose of conducting an ocular inspection and verification survey of the same.
Kindly extend to Mr. Revilla your usual courtesies and assistance on this matter. Thank you.
Very truly yours,
BANK OF THE PHILIPPINE ISLANDS
As Trustees For
Philippine Remnants Co., Inc.
By:
(Sgd.)
ROLANDO V. AROMIN
Assistant Vice-President
(Sgd.)
PEDRO REVILLA, JR.
[8] Exhibit "D" reads as follows:
July 9, 1988
Bank of the Philippine Islands
Bank of P.I. Building
Ayala Avenue, Makati,
Metro Manila
ATTN: Mr. Alfonso R. Zamora
Vice President
and
Mr. Fernando J. Sison III
Asst. Vice President
Gentlemen:
I refer to the authority you gave me on June 23, 1988, in your capacity as Trustee of the Philippine Remnants Co., Inc., in connection with the sale of one (1) parcel of land, located along Pasig Boulevard, Bagong Ilog, Pasig, Metro Manila, with an area of 33,056 square meters and covered by Transfer Certificate of Title No. 493122.
I am pleased to inform you that I have procured a buyer for the above described property in the name of Limketkai Sons Milling Inc., with office address at Limketkai Building, Greenhills, San Juan, Metro Manila and represented by its Executive Vice President, Mr. Alfonso Lim.
It is understood therefore, that pursuant to my authority, I shall be paid a brokers fee of 2% of the gross purchase price in the event the sale to the above named buyer is consummated.
Very truly yours,
(Sgd.)
Pedro P. Revilla, Jr.
[Note: Italics supplied]
[9] Exhibit "E" has these salient portions:
Gentlemen:
This confirms our conversation this morning regarding the purchase of a parcel of land in Barrio Bagong Ilog, Municipality of Pasig, covered by Transfer Certificate of Title No. 493122 of the Registry of Deeds of Rizal, (specified therein as having an area of 33,946 sq. m. minus 890 sq. m. previously sold to the Republic of the Philippines, or a net area of 33,056 sq. m.), registered in your name as trustee of the Philippine Remnants Company. Specifically, this confirms your offer to sell the said property at One Thousand (P1,000.00) Pesos per square meter, and our acceptance in principle of that offer, subject to the following terms.
a) We are to give an initial amount equivalent to Ten (10%) Percent of the total purchase price as earnest money;
b) The balance is to be paid by us within ninety (90) days from the execution of the agreement;
c) If the balance is not paid within the above-stated period, by reason of any cause other than those mentioned in paragraphs
(d), (e) and (f) below, Twenty (20%) Percent of The Ten (10%) Percent paid under paragraph (a) shall be forfeited in your favor, the remaining Eighty (80%) is to be refunded to us; in the event the non-payment of the said balance is caused by non-performance of any of the stipulations in paragraphs (d), (e) and (f) below, the entire sum paid as earnest money shall be refunded to us;
d) The Title of the property shall be free from all liens and encumbrances and the property itself free from all squatters;
e) The BPI as trustee - title holder is to warrant that it the legal right and title to transfer ownership to us;
f) Physical possession by us upon the payment of the Ten (10%) Percent referred to in paragraph (a) above
Anticipating your favorable action, we thank you for your prompt attention and early reply.
Very truly yours,
LIMKETKAI SONS MILLING, INC.
[Note: Italics added]
(Sgd.)
ALFONSO U. LIM
Executive Vice President
[10] Exhibit "F" states:
Attention:Mr. Alfonso U. Lim
Executive Vice President
Gentlemen:
Re: Bo. Bagong Ilog (Pasig) Property
In connection with subject property, we regret to inform you that the Bank's Trust Committee did not approve your proposal to purchase said property under the terms and conditions of your letter to our Mr. Merlin A. A lbano dated 11 July 1988. instead, the Trust Committee instructed us to consider offers from other interested parties.
In a meeting held on 20 July 1988, Senior Management instructed us to offer the same property to all interested buyers under the following terms and conditions:
a. 15% downpayment upon notification of acceptance by BPI;
b. balance payable upon signing of the Deed of Sale;
c. price to BPI shall be net of broker's commission;
d. the party with the best price shall have five (5) days within which to pay the downpayment, otherwise, the party with the next best price shall be entertained.
Should you still be interested in subject property, kindly submit to us not later than 12:00 noon of 22 July 1988 your written offer together with the price per square meter. The Bank shall not entertain proposals received after said cut-off time.
It is understood, however, that acceptance of any offer is still subject to the approval of the Beneficial Owner of the property as well as the Trust Committee of the Bank.
Very truly yours,
(Sgd.) (Sgd.)
ALFONSO R ZAMORA FERNANDO J. SISON III
Vice President Asst. Vice President
[Note: Italics added]
[11] Exhibit "G" quoted in full is as follows:
July 22, 1988
The Chairman
Trust Committee
Bank of the Philippine Islands
Makati, Metro Manila
Dear Sir:
We are, in receipt of the letter dated July 20, 1988, signed by Mr. Alfonso Zamora and Mr. Fernando J. Sison III, copy of which we are hereto attaching.
Please consider our letter of July 21, 1988 addressed to Mr. Xavier P. Loinaz, Bank President, and copy furnished your committee, as our reply thereto.
We are therefore, hereby adopting and reiterating our former offer to buy the lot of P1,000.00 per square meter but on cash basis.
Very truly yours,
(Sgd.)
LIMKETKAI SONS MILLING, INC.
(Sgd.)
ALFONSO U. LIM
[Note: Italics added] Executive Vice-President
[12] Exhibit "H"'s pertinent portions read as follows:
Attention:Mr. Alfonso U. Lim
Exec. Vice President
Gentlemen:
We reply to your letter dated 29 July 1988 addressed to the Chairman of our Trust Committee. We again regret to inform you that your offer to purchase the Bo. Bagong Ilog, Pasig property (TCT 493122) at P1,000.00 per square meter has not been approved, as previously communicated to you per our letter dated 20 July 1988.
Per the Deed of Trust entered into by and between the Grantor of said property and ourselves, the Bank as Trustee is duty-bound. in the event of sale of the property, to select the terms and consideration it deems to be most advantageous to the Grantor. The 30-day authority given to your broker also presupposed that during said period, the Bank on its own would also consider other offers. This is why no offer to purchase was deemed final and accepted until formally approved by the Trust Committee.
xxx xxx xxx
Very truly yours,
(Sgd.) (Sgd.)
NELSON M. BONA FERNANDO J. SISON III
Vice President Asst. Vice President
[Note: Emphasis added]
[13] Exhibit "I" pertinently provides:
August 8, 1988
Mr. Nelson M. Bona
Vice President
and
Mr. Fernando J. Sison III
Asst. Vice-President
BANK OF THE PHILIPPINE ISLANDS
Manila
Gentlemen:
This refers to your letter of 2 August 1988 regarding our agreement to purchase the Barrio Bagong flog property under TCT No. 493122 at P1,000.00 per square meter.
xxx xxx xxx
Under the aforequoted provision of the Deed of Trust, your Bank as Trustee, has the absolute authority to sell and dispose of the property under trust without consulting the Grantor as to price and terms. Moreover, under said quoted stipulation, the Bank may engage the services of a real estate broker or brokers under such terms and conditions which the Trustee may deem proper. Consequently, on 23 June 1988, you authorized Mr. Pedro P. Revilla, Jr. as broker to sell the property covered by Title No. 493122 on a "first-come" "first-serve 'basis as per written authority signed by Mr. Fernando J. Sison III and Mr. Alfonso R. Zamora in behalf of the Bank as Trustee of Philippine Remnants Co., Inc.
We would like to invite your kind attention that we are the "first-come" offeror of the lot. And, while the price mentioned in the authority granted to Mr. Revilla is P1,000.00 per square meter, nonetheless, in the negotiations between us and your responsible bank officials done in the presence of Mr. Revilla, the price per square meter was finally agreed at P1,000.00.
True, we requested for payment of the price on terms but, should the terms we requested be not accepted by your bank, we were ready to pay in cash per our understanding with your Mr. Albano and Mr. Aromin and which we have clearly made known in our July 22, 1988 letters. As a matter of fact, even before July 21 and 22, 1988 we personally tendered a check for the entire purchase price to Mr. Albano but he refused to accept the check because, according to him, the authority to transact the sale was taken away from him. The same proposal to pay in cash was made by us in a meeting with Mr. Bona, Mr. Sison and other Bank officials, and we were told that the matter will be resolved by the Bank officials concerned in due time but nothing positive came about. We are still ready to buy the subject property at P1,000.00 per square meter on cash basis.
xxx xxx xxx
Through this letter we would like to make known to your Bank that we maintain our position that there has been a perfected contract between your Bank as Trustee and our Corporation insofar as the sale of the property to us is concerned because in the written authority granted by you to Mr. Pedro P. Revilla, Jr. signed by no less than the Assistant Vice-President and Vice-President of the Bank as Trustee, there is no condition imposed that the sale of the property transacted by him under said authority is subject to the approval of the Trust Committee.
We hope your Bank will understand our position and we expect that the sale of the subject lot in our favor be consummated as early as possible.
Very truly yours,
(Sgd)
ALFONSO U. LIM
Exec. Vice-President/Director
[14] 244 SCRA 320,328, citing Velasco v. Court of Appeals, 51 SCRA 439(1973).
[15] See Exhibits "F" and "H".
[16] See Exhibit "E".
[17] See Logan v. Phil. Acetylene Co., 33 Phil. 177; Beaumont v. Prieto, 41 Phil. 670; Zayco v. Serra, 44 Phil. 326.
[18] See Exhibit "F".
[19] See Paredes v. Espino, 22 SCRA 1000.
[20] CA Decision, pp. 11-12; Rollo, pp. 54-55.
[21] Rule 130, Section 9, Rules of Court.
[22] 43 SCRA 473.
[23] 34 Phil. 739.
[24] Abrenica, (supra) at p. 746, citing Kreigh v. Sherman, 105 Ill. 49; 46 Am. Dig., Century Ed., 932.
[25] In Talosig v. Vda. de Nieba, for instance, a deed of sale executed between the parties was undisputed, as well as the existence of receipts evidencing payment; while in Abrenica v. Gonda and De Gracia, counsel for the defendant never raised any objection to the examination of the witnesses which elicited testimony tending to prove the contract. Only after the examination was terminated did counsel move to strike out all the given testimony.
[26] CA Decision, pp. 13-14; Rollo, pp. 56-57; Pedro Revilla, Jr., TSN, February 28, 1989, pp. 3-5.
[27] Memorandum For Respondent Bank of the Phil. Islands, April 24, 1995, p. 16; Rollo, p. 229.
[28] CA Decision, pp. 12-13; Rollo, pp. 55-56.
DISSENTING OPINION
MELO, J.:
I beg to dissent from the new majority's action granting private respondents' motions for reconsideration.
On December 26, 1995, respondents Bank of the Philippine Islands (BPI) and National Book Store, Inc. (NBS) filed separate and extended motions (18 pages and 44 pages, respectively) urging the reconsideration of the Court's December 1, 1995 decision which was a unanimous action of the then 5 members of the Third Division. On January 12, 1996 petitioner Limketkai Sons Milling, Inc. (Limketkai), in turn, filed its 41-page consolidated comment in opposition to the two motions. NBS thereafter filed a reply to Limketkai's comment.
A careful consideration of the two motions and the comment thereon, as well as the reply thereto, readily shows that while lengthy and at times emotional, the motions are simply reiterations of earlier pleadings found in the records, with each party repeating the same arguments and insisting that its witnesses are telling the truth, its evidence is superior, and the witnesses for the other side are lying.
The arguments raised in the two motions for reconsideration and refuted in the comment revolve around the core issue of whether or not there was a perfected contract of sale between BPI and Limketkai. The other issue is whether or not respondent NBS is an innocent buyer for value which acted in good faith.
The other questions posed in the 8 grounds of BPI and the 4 grounds of NBS to support their respective motions are related to these two issues. All of these questions, I believe, have already been fully considered and passed upon in detail in the Court's decision.
Most of the relevant facts are shared in common by the parties. It is in the interpretation of these facts and the need to include certain details overlooked by respondent Court. where they differ.
Invocation by Mr. Justice Davide of the general rule that in petitions for review of decision of the Court of Appeals only questions of law may be raised to the Supreme Court is, with all due respect, not all that too significant nor is the principle really being ignored. The different conclusions and interpretations arising from the same facts bring about questions of law. In the same way that respondent court did not consider itself bound by the conclusions of the regional trial court, we should have no reluctance to discard the factual interpretations of respondent court and reiterate those of the trial court.
There are also well-established exceptions to the general rule that the factual findings and conclusions drawn therefrom by the Court of Appeals should be treated as conclusive.
In Gaw vs. Intermediate Appellate Court (220 SCRA 405, 413-414 [1993], this Court, through Mdm. Justice Romero, stated:
Summing up or collating the instances when findings of fact of the Court of Appeals may be examined, we had occasion to re-echo Remalante vs. Tibe (158 SCRA 138 [1985]) in Morales vs. Court of Appeals (197 SCRA 391 [1991]), thusly:
Items 1, 2, and 4 of the above citation are applicable to this case.
The majority opinions of Justices Davide and Francisco are based on interpretations of petitioner's first nine exhibits. There is no dispute over Exhibit "A", except that it may be pointed out that BPI was authorized by the owner of the lot to engage brokers to sell the property. Exhibit "B" implements Exhibit "A".
The first disputed issue refers to the authority of the broker and the Assistant Vice-President and Trust Officer, Rolando V. Aromin, of BPI to sell the lot. It was the broker, Pedro Revilla, who offered his services to sell the lot at P 1,000.00 per square meter. Kenneth Richard Awad of Philippine Remnants Co., Inc., owner of the lot, gave his written conformity (Exh. "P") on June 14, 1988 to the sale at P1,000.00 per square meter for cash with a 2% commission for the broker.
The records show that Assistant Vice-President Rolando V. Aromin was in charge of the administration and management of various real estate property held in trust by the bank. This explains why the owner of the lot, the broker, and the buyer all dealt with Aromin. He was the one held out by BPI as authorized to sell trust property. On December 3, 1990, long after the disputed sale had been consummated, Aromin defined his duties in his testimony as follows:
Only after Aromin's testimony as a hostile witness displeased BPI were his authority and responsibility withdrawn by the bank.
Since Aromin was not going to sell the lot himself, for this power was delegated to a broker, authority from the BPI Trust Committee was sought and given. Revilla was authorized to sell the property at P1,000.00 per square meter. When the authority was forwarded to Aromin, he changed the quoted selling price to P1,000.00 per square meter. This was done because another broker, Technoland Properties, had offered to sell the lot at that price. Aromin, however, was later informed (Exh. "S") that Technoland Properties was not in the list of brokers approved by the BPI Investment and Trust Committees to sell trust property held by the bank.
The authority (Exh. "B") given to broker Revilla, clearly authorized him "to sell" the property, not merely to look for a buyer. Revilla contacted petitioner through its Executive Vice-President Alfonso Lim who agreed to buy the lot.
It is significant to note that, all this while, it was Assistant Vice-President Aromin with whom all the parties in this transaction were dealing. He was the BPI official who gave written authority (Exh. "C") for the buyer to inspect what it was purchasing.
On July 9, 1988 Revilla wrote BPI (Exh. "D") that he had a buyer. Again, the letter was received by Aromin. On July 11, 1988 the top officials of petitioner, Alfonso Lim and Albino Limketkai, went to the bank to confirm the sale. Significantly, they went to the office of Merlin Albano and Rolando Aromin of the Real Property Management Unit and not to any other officer, much less the Trust Committee.
Justice Davide asks why negotiations over the price were made with Aromin and Albano, not other officials. The records show that Alfonso Lim trusted Revilla who brought him to the office in charge of and managing trust property of the bank. BPI is a big place. When Revilla brought Alfonso Lim to Merlin Albano and Rolando Aromin and introduced them to Lim as Vice-President and Assistant Vice President, respectively, there was no reason for Lim not to assume and presuppose their authority to dispose of the property. The visit to BPI does not in any way reduce or lessen the authority of Revilla to sell the lot. It shows that petitioner's officials were cautious buyers and wanted to be sure about the details and the documentation of the transaction, considering the amount involved. They decided to deal not only with the broker but also with the bank officials themselves.
When the Limketkai brothers met with Albano and Aromin, they tried to bring down the price to P900.00 per square meter. Albano said it should be P1,100.00. Finally, the parties both agreed that the lot would be sold at P1,000.00 per square meter to Limketkai, payable in cash.
At that very moment, the contract of sale was perfected. There was a meeting of the minds upon the subject matter and the P1,000.00 per square meter price.
On the attempts of private respondents to denigrate the authority of Aromin to close the deal, it may be noted that Alfonso Lim, in all his dealings with BPI, conducted business with Aromin. There is nothing in the records to show that Aromin, at this point, had already been stripped of his authority. When he testified two years after the sale, he was still BPI's Assistant Vice-President.
In Areola vs. Court of Appeals, et al., (236 SCRA 643 [1994]), this Court held:
Petitioner stresses that Aromin was not in any way abusing his authority nor attempting any fraud. A corporation acts through its officers and employees whose acts, if within the scope of their authority, bind the corporation. The public transacted business with Vice-President and Trust Officer Aromin. He was regularly acting within the scope of his duties and responsibilities. Since Assistant Vice-President and Trust Officer Aromin himself testified that he closed the deal for BPI, there should be no question about there being a perfected contract of sale.
The testimony of the bank official dovetails with those of Limketkai officials involved in the transactions. Revilla was the accredited BPI broker for the real estate which BPI wanted to sell. Aromin was the BPI Assistant Vice-President and Trust Officer charged with the handling of real estate transactions and incidents. Together with the statements of Limketkai officials, the logical and convincing testimony of disinterested witness Revilla and hostile witness Aromin categorically shows there was a perfected contract of sale. NBS states that Aromin merely pretended to testify reluctantly but was, in truth, biased in favor of Limketkai. As one of the assistant vice-presidents of BPI when he testified, there was every reason for Aromin to be genuinely reluctant even when stating the truth as it was against his employer. Aromin and Revilla were privy to the contract. The BPI officials who testified for respondents spoke of negative restrictions in general but not on the contract itself. They were not present during the negotiations and during the perfection of the contract. Respondents denigrate Aromin for what they call his prodigious memory for details, but this just shows that he was well-versed in his line of work due to his long years of handling BPI real estate matters and that he was properly attentive to every aspect of his job.
Respondents' arguments on the usual limitations on the powers of real estate brokers in general cannot prevail over the specific and exact wording of Revilla' s written authority. Revilla was authorized "to sell" the lot but there is nothing unusual about a fully authorized agent bringing the buyer to his principal, not only to strengthen the validity of his representations but also for easier documentation of the sale. The fact that broker Revilla dealt with Aromin and brought the buyers directly and introduced them shows not only the authority of Aromin but also that BPI represented Aromin to the public as its official handling such matters.
BPI's contention that it had discretion to sell the lot without having to get permission from the corporation of the Awad family is correct. However, the fact that Kenneth Richard Awad confirmed in writing (Exh. "P") their conformity to the sale of the lot at P 1,000.00 per square meter inspite of BPI's discretionary authority over the lot held in trust, merely indicated how careful and businesslike the owner and the bank officials were in disposing of the lot. The letter does not in any way prove the opposite.
The real and principal bone of contention refers to events which immediately followed the perfection of the agreement.
Exhibit "E", the request of Alfonso Lim to pay on terms, cannot be treated in isolation of the events that caused it to be written. As earlier stated, Limketkai and the BPI officials agreed that the disputed lot shall be sold to Limketkai at P1,000.00 per square meter payable in full and in cash. The record shows that on July 11, 1988 this agreement was finalized and tender of full payment was made on July 18, 1988.
On July 11, however, Alfonso Lim asked if it was possible to pay on terms. This appears to be a rational query. It was answered in a perfectly logical manner. Vice-Presidents Albano and Aromin answered Lim that there was no harm in asking to pay in terms since this mode of payment had been allowed in past cash sales. Limketkai and the bank officials, nonetheless agreed that should term payments not be acceptable, full cash payment as agreed upon would be effected. This explains the background of Exhibit "E".
The ruling in Villonco Realty Co. vs. Bormaheco (65 SCRA 352 [1995]), cited in our unanimous December 1, 1995 decision bears repeating:
The record shows that the two bank officials were the ones who dictated the terms of payment, as Albino Limketkai told them that he did not know how to go about drafting the request to pay on terms. It bears emphasizing that Exhibit "E", the letter asking for term payments, was made in the afternoon of July 11, 1988 or after the parties already had a meeting of the minds on the contract.
Respondents ask why did Limketkai, if there was already a perfected contract to pay at P1,000.00 per square meter in cash, allow itself to supposedly yield to the BPI officials blandishments on term payments, knowing that it would endanger its position?
The answer is that Limketkai did not know. The record shows that the buyer was dealing in good faith and at arms-length with BPI. It is a natural behavior of the buyer to trust the word of BPI officials who represent the bank, as the bank is a symbol of trust and credibility. Limketkai had no knowledge or reason to suspect that an influential person would enter the picture and inveigle the top officials of the bank to rescind the perfected contract and to sell the lot to him. Petitioner Limketkai acted without suspicion as it saw no imminent danger to the agreement.
Around July 14, 1988, Limketkai learned that BPI was freezing action on its July 11 request. So it tendered full payment on July 18, 1988 before the BPI Trust Committee could act either way on the request to pay on terms and also before the expiry date of the authority letter of broker Revilla, that is July 23, 1988. The tender of payment was, therefore, a withdrawal or abrogation of Limketkai's July 11 request before it would either be granted or withdrawn, before BPI could act on the request for a change of terms.
On July 20, 1988, BPI's senior management officials held a meeting and decided to disapprove Limketkai's request (Exh. "F"). But this was two days after Limketkai had already tendered full payment and when the request was technically moot.
On July 22, 1988, or four days after tender of payment was not accepted, Limketkai wrote another letter (Exh. "G") in reply to BPI's letter (Exh. "F"). The letter of Limketkai dated July 22, 1988 merely asked for compliance with the agreement with Messrs. Albano and Aromin on the original offer at P 1,000.00 per square meter.
On July 22, 1988, BPI repeated its July 20, 1988 disapproval of the request to pay on terms (Exh. "H"). Since BPI stated at that point that no offer to purchase was deemed final and accepted until formally approved by the Trust Committee, Limketkai wrote BPI on August 8, 1988 (Exh. "I") explaining why the acts of BPI are a repudiation of the contract perfected as early as July 11, 1988.
In said August 8, 1988 letter of Limketkai to Vice-President Nelson M. Bona and Assistant Vice-President Fernando J. Sison III, Alfonso Lim stated in part:
BPI's Assistant Vice President Aromin confirmed the tender of payment on July 18, 1988 as follows:
Private respondents' case primarily depends upon Exhibits "E", "F", "G", "H", and "I". The separate opinions of Justices Davide and Francisco gave credence to respondents' position. It can be seen above that far from supporting the movants' arguments, Exhibits "E", "F", "G", "H", and "I" prove exactly the opposite of what the respondents allege.
Regarding the tender of P33,056,000.00 in full payment of the lot, respondents did not question the fact of tender nor the authenticity of the check tendered by Limketkai, through Alfonso Lim, to BPI. Instead, respondents tried to show that the check was not fully funded by assailing the non-categorical answers of the Solidbank official who refused to answer the questions of respondents' lawyers due to the prohibition under the Secrecy of Bank Deposits Law against a bank revealing the extent of its client's deposits. Alfonso Lim testified that in tendering the check, he was accompanied by a certain Bobby de Leon, a high-ranking officer of the BPI, and he approached several other bank executives among whom was the Vice-President, Nelson Bona, in the presence of Sison, de Leon, Mike Mendoza, and Ruth Bandera. The record shows that tender of payment was also made on BPI's Fernando Sison III, Merlin Albano, and Nelson Bona, all high-ranking BPI officials. Inexplicably, respondents did not present any of these officials to rebut the testimony of Alfonso Lim of his having tendered a check for the amount of the purchase price. At any rate, all the BPI officials to whom the check was tendered did not question, at the time, its authenticity nor its funding. They gave only one reason for non-acceptance of tender - either they had no authority or their authority to accept payment from Limketkai had been withdrawn. If they did not possess authority earlier, there would have been nothing to withdraw.
Whether the Statute of Frauds is applicable or not was discussed at length before the trial court and the Court of Appeals and in our December 1, 1995 decision.
The contention of respondents that a formal deed of sale is essential before the contract may be perfected and proved indicates a misapprehension of the Statute of Frauds. As emphasized in the decision, a sale of land is valid regardless of the form it may have been entered into (Claudel vs. Court of Appeals, 199 SCRA 113, 199 [1991]). The fact that the deed of sale still had to be signed and notarized does not mean that no contract was perfected. If the law requires a document or special legal form, the contracting parties may require each other to observe the formality after the contract is perfected.
If there had been a formal deed of sale in this case, there is no need to even discuss the Statute of Frauds. Precisely because Article 1403 of the Civil Code requires a "note or memorandum thereof' and mentions "secondary evidence of its contents," the Statute of Frauds becomes material. Taking all of the documents in this case together, there can be no doubt that the requirement of a note or memorandum of the sale is more than met. This issue is more fully discussed in pages 14 to 17 of our December 1, 1995 decision.
Equally significant is the fact that Limketkai's witnesses were cross-examined at length by respondents' counsels on the perfection of the contract, the purchase price, the tender of full cash payment, and other facts which respondents-movants now claim must be stricken out unless fully documented in writing. Even assuming for purposes of argument that the perfected contract infringes the Statute of Frauds, in Abrenica vs. Gonda (34 Phil. 379 [1916]), this Court ruled that the questioned contract is ratified when the defense fails to object or asks questions on cross-examination. As decided in Abrenica and later cases such as Talosig vs. Vda. de Nieba (43 SCRA 472 [1972]), assuming that parol evidence was initially inadmissible, the same became competent and admissible because of the cross-examination. The cross-examination on the contract is deemed a waiver of the defense of the statute of frauds (Vitug, Compendium of Civil Law and Jurisprudence, 1993 Revised Edition, p. 563).
There is no reason to doubt the aptness of the documents and the reliable nature of the testimony, especially the answers during cross-examination, showing a meeting of the minds of buyer and seller as to the subject matter of the contract and the cause of the obligation.
Regarding the buyer-in-good-faith arguments of NBS, perhaps all that needs to be said is that it is readily seen that any person who buys property under litigation which is covered by a notice of lis pendens subjects himself to the outcome of the litigation. Respondents try to explain the allegedly true nature of the petitioner's so-called badges of fraud - BPI dealing directly through top executives with an influential buyer when the lot was supposed to be sold through brokers; there were personal, family, and business relationships between BPI Senior Vice-President Edmundo Barcelon and NBS President Alfredo Ramos; NBS offered Limketkai a big amount through broker George Feliciano to drop the case and to lift the notice of lis pendens; the vendor did not guarantee its title to the land and the right of the buyer to proceed against the seller if the latter sold property no longer owned by it and instead had the buyer guaranteeing its own purchase; and NBS's construction on the property was characterized by easy portability. The explanations are far from convincing. The confluence of all these factors shows that there was indeed collusion between a top BPI executive and the NBS president whose relationship was such that BPI was willing to renege on its obligations and rescind a perfected contract with an earlier buyer. Of course, seller BPI was protected because buyer NBS assumed all risks.
NBS refutes the arguments of Limketkai on the temporary nature and easy portability of its construction on valuable real estate. It states that the building was destroyed by fire. Whether or not the temporary nature of the building may still be proven, the record shows that NBS was acting in bad faith in trying to buy property which was earlier sold to another buyer and buying it inspite of notice of lis pendens. BPI Vice-President Barcelon and NBS President Ramos also gave conflicting testimony on similar points. Ramos strongly denied friendship or even acquaintanceship with Barcelon. He denied even discussing with Barcelon his desire to buy the property. Barcelon, in turn, admitted his friendship with Ramos, a valued BPI client, and their taking lunch together at which time the sale to NBS was discussed. There was no reason for Ramos to deny the friendship or their discussion of the sale even as Barcelon was innocently contradicting him, unless the witness wanted to hide his bad faith from the trial court.
The chain or circumstances in this case shows that the participants acted in the natural order of things and that the sale to Limketkai was not only perfected but appears regular and aboveboard.
The resolution of the instant motions for reconsideration hinges on the credibility of witnesses and the weight to be given to the documentary and other pieces of evidence. The observations and conclusions of the trial judge who directly heard the witnesses and who personally presided over the presentation and offer of other evidence, especially as to the credibility of witnesses for both sides, is significant in this regard.
I find respondents' criticisms of the trial court and their skepticism of this Court's statements not only totally unfounded but also tastelessly disdainful. A losing litigant in a case where both the evidence and the law are clearly against its position cannot, after a decision has been rendered, get a reversal through such tactics. The motions must be resolved on their merits.
I, therefore, vote to deny the two motions for reconsideration.
The Court is swayed to reconsider.
The bottomline issue is whether or not a contract of sale of the subject parcel of land existed between the petitioner and respondent BPI. A re-evaluation of the attendant facts and the evidence on record, specifically petitioner's Exhibits "A" to "I", yields the negative. To elaborate:
Exhibit "A"[2] is a Deed of Trust dated May 14, 1976, entered into between Philippine Remnants Co. Inc., as grantor, and respondent BPI, as trustee, stating that subject property covered by TCT 493122 (formerly TCT No. 27324)[3] "has [been] assigned, transferred, conveyed and set over unto the Trustee"[4] expressly authorizing and empowering the same"in its own name to sell and dispose of said trust property or any lot or parcel thereof"[5] and "to facilitate [the] sale of the trust property, the Trustee may engage the services of real estate broker or brokers, under such terms and conditions which the Trustee may deem proper, to sell the Trust property or any lot or parcel thereof."[6]
Exhibit "B" is a Letter of Authority for the petitioner issued by respondent BPI to Pedro A. Revilla, Jr., a real estate broker, to sell the property pursuant to the Deed of Trust. The full text of Exhibit "B" is hereby quoted:
"Trust Account No. 75-09
23 June 1988
ASSETRADE CO.
70 San Francisco St.
Capitol Subdivision
Pasig, Metro Manila
Attention: Mr. Pedro P. Revilla, Jr.
Managing Partner .
Gentlemen:
This will serve as your authority to sell on an "as is" "where is" basis the property located at Pasig Blvd., Bagong Ilog, Pasig, Metro Manila, under the following details and basic terms and conditions:
|
TCT No. :
|
493122 in the name of BPI as trustee of Philippine Remnants Co., Inc.
|
|---|---|
|
Area :
|
33,056.0 square meters (net of 890 sq. m. sold to the Republic of the Philippines due to the widening of Pasig Blvd.)
|
|
Price :
|
P1,100.00 per sq. m. or P36,361,600.000.
|
|
Terms :
|
Cash
|
|
Broker's Commission :
|
2%
|
|
Others :
|
|
|
a) Docuemntary (sic) stamps to be affixed to Deed of Absolute Sale, transfer tax, registration expenses, and other titling expenses for account of the Buyer.
|
|
|
b) Capital gains tax, if payable, and real estate taxes up to 30 June 1988 shall be for the account of the Seller.
|
This authority which is good for thirty (30) days only from date hereof is non-exclusive and on a "first come" "first-serve" basis.
Very truly yours,
|
BANK OF THE PHILIPPINE ISLANDS |
|
|
(Sgd.)
FERNANDO J. SISON, III Assistant Vice-President [Note: Italics supplied] |
(Sgd)
ALFONSO R. ZAMORA Vice President" |
security guard on duty at subject property to allow him (Revilla, Jr.) and his companion to conduct an ocular inspection of the premises.[7]
Exhibit "D" is a letter addressed by Pedro Revilla, Jr. to respondent BPI informing the latter that he has procured a prospective buyer.[8]
Exhibit "E" is the written proposal submitted by Alfonso Y. Lim in behalf of petitioner Limketkai Sons Milling, Inc., offering to buy the subject property at P1,000.00/sq. m.[9]
Exhibit "F" is respondent BPI's letter addressed to petitioner pointing out that petitioner's proposal embodied in its Letter (Exhibit "E") has been rejected by the respondent BPI's Trust Committee.[10]
Exhibit "G" is petitioner's letter dated July 22, 1988 reiterating its offer to buy the subject property at P1,000/sq. m. but now on cash basis.[11]
Exhibit "H" refers to respondent BPI's another rejection of petitioner's offer to buy the property at P1,000/sq. m.[12]
And finally, Exhibit "I" is a letter by petitioner addressed to respondent BPI claiming the existence of a perfected contract of sale of the subject property between them.[13]
These exhibits, either scrutinized singly or collectively, do not reveal a perfection of the purported contract of sale. Article 1458 of the Civil Code defines a contract of sale as follows:
"ART. 1458. By the contract of sale one of the contracting parties obligates himself to transfer the ownership of and to deliver a determinate thing, and the other to pay therefor a price certain in money or its equivalent.Article 1475 of the same code specifically provides when a contract of sale is deemed perfected, to wit:
A contract of sale may be absolute or conditional."
"ART. 1475. The contract of sale is perfected at the moment there is meeting of minds upon the thing which is the object of the contract and upon the price.The Court in Toyota Shaw, Inc. v. Court of Appeals[14] had already ruled that a definite agreement on the manner of payment of the price is an essential element in the formation of a binding and enforceable contract of sale. Petitioner's exhibits did not establish any definitive agreement or meeting of the minds between the concerned parties as regards the price or term of payment. Instead, what merely appears therefrom is respondent BPI's repeated rejection of the petitioner's proposal to buy the property at P1,000/ sq.m.[15] In addition, even on the assumption that Exhibit "E" reflects that respondent BPI offered to sell the disputed property for P1,000/sq. m., petitioner's acceptance of the offer is conditioned upon or qualified by its proposed terms[16] to which respondent BPI must first agree with.
From that moment, the parties may reciprocally demand performance, subject to the provisions of the law governing the form of contracts."
On the subject of consent as an essential element of contracts, Article 1319 of the Civil Code has this to say:
"ART. 1319. Consent is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract. The offer must be certain and the acceptance absolute. A qualified acceptance constitutes a counter-offer.The acceptance of an offer must therefor be unqualified and absolute. In other words, it must be identical in all respects with that of the offer so as to produce consent or meeting of the minds. This was not the case herein considering that petitioner's acceptance of the offer was qualified, which amounts to a rejection of the original offer.[17] And contrary to petitioner's assertion that its offer was accepted by respondent BPI, there was no showing that petitioner complied with the terms and conditions explicitly laid down by respondent BPI for prospective buyers.[18] Neither was the petitioner able to prove that its offer to buy the subject property was formally approved by the beneficial owner of the property and the Trust Committee of the Bank, an essential requirement for the acceptance of the offer which was clearly specified in Exhibits F and H. Even more telling is petitioner's unexplained failure to reduce in writing the alleged acceptance of its offer to buy the property at P1,000/sq. m.
"xxx xxx xxx."
The Court also finds as unconvincing petitioner's representation under Exhibits "E", "G", and "I" that its proposal to buy the subject property for P 1,000/ sq. m. has been accepted by respondent BPI, considering that none of the said Exhibits contained the signature of any responsible official of respondent bank.
It is therefore evident from the foregoing that petitioner's documentary evidence floundered in establishing its claim of a perfected contract of sale.
Moreover, petitioner's case failed to hurdle the strict requirements of the Statute of Frauds. Article 1403 of the Civil Code states:
"ART. 1403. - The following contracts are unenforceable, unless they are ratified:In this case there is a patent absence of any deed of sale categorically conveying the subject property from respondent BPI to petitioner. Exhibits "E", "G", "I" which petitioner claims as proof of perfected contract of sale between it and respondent BPI were not subscribed by the party charged, i.e., BPI, and did not constitute the memoranda or notes that the law speaks of.[19] To consider them sufficient compliance with the Statute of Frauds is to betray the avowed purpose of the law to prevent fraud and perjury in the enforcement of obligations. We share, in this connection, respondent Court of Appeal's observation when it said:
(1) xxx
(2) Those that do not comply with the Statute of Frauds as set forth in this number. In the following cases an agreement hereafter made shall be unenforceable by action, unless the same, or some note or memorandum, thereof, be in writing, and subscribed by the party charged, or by his agent; evidence, therefore, of the agreement cannot be received without the writing, or a secondary evidence of its contents:
xxx xxx xxx
(e) An agreement for the leasing for a long period than one year, or for the sale of real property or of an interest therein.
"xxx xxx xxx."
"xxx. The requirement that the notes or memoranda be subscribed by BPI or its agents, as the party charged, is very vital for the strict compliance with the avowed purpose of the Statute of Frauds which is to prevent fraud and perjury in the enforcement of obligations depending for their evidence on the unassisted memory of witnesses by requiring certain enumerated contracts and transactions to be evidenced by a writing signed by the party to be charged (Asia Production Co., Inc. vs. Pano, 205 SCRA 458). It cannot be gainsaid that a shrewd person could easily concoct a story in his letters addressed to the other party and present the letters to the court as notes to prove the existence of a perfected oral contract of sale when in truth there is none.[Note: Italics added]
"In adherence to the provisions of the Statute of Frauds, the examination and evaluation of the notes or memoranda adduced by the appellee was confined and limited to within the four corners of the documents. To go beyond what appears on the face of the documents constituting the notes or memoranda, stretching their import beyond what is written in black and white, would certainly be uncalled for, if not violative of the Statute of Frauds and opening the doors to fraud, the very evil sought to be avoided by the statute. In fine, considering that the documents adduced by the appellee do not embody the essentials of the contract of sale aside from not having been subscribed by the party charged or its agent, the transaction involved definitely falls within the ambit of the Statute of Frauds."[20]
Corrolarily, as the petitioner's exhibits failed to establish the perfection of the contract of sale, oral testimony cannot take their place without violating the parol evidence rule.[21] It was therefore irregular for the trial court to have admitted in evidence testimony to prove the existence of a contract of sale of a real property between the parties despite de persistent objection made by private respondents' counsels as early as the first scheduled hearing. While said counsels cross-examined the witnesses, this, to our view, did not constitute a waiver of the parol evidence rule. The Talosig v. Vda. de Nieba,[22] and Abrenica v. Gonda and de Gracia[23] cases cited by the Court in its initial decision, which ruled to the effect that an objection against the admission of any evidence must be made at the proper time, i.e., "x x x at the time question is asked,"[24] and that if not so made it will be understood to have been waived, do not apply as these two cases involved facts[25] different from the case at bench. More importantly, here, the direct testimonies of the witnesses were presented in "affidavit-form" where prompt objection to inadmissible evidence is hardly possible, whereas the direct testimonies in these cited cases were delivered orally in open court. The best that counsels could have done, and which they did, under the circumstances was to preface the cross-examination with objection. Thus:
"ATTY. VARGAS:Counsels should not be blamed and, worst, penalized for taking the path of prudence by choosing to cross-examine the witnesses instead of keeping mum and letting the inadmissible testimony in "affidavit form" pass without challenge. We thus quote with approval the observation of public respondent Court of Appeals on this point:
Before I proceed with the cross-examination of the witness, your Honor, may we object to the particular portion of the affidavit which attempt to prove the existence of a verbal contract to sell more specifically the answers contained in page 3, Par. 1, the whole of the answer.
"x x x x x x x x x."
"COURT:
Objection overruled.
"Atty. VARGAS.
Your Honor, what has been denied by the Court was the motion for preliminary hearing on affirmative defenses. The statement made by the witness to prove that there was a verbal contract to sell is inadmissible in evidence in this case because an agreement must be in writing.
"COURT:
Go ahead, that has been already overruled.
ATTY. VARGAS:
So may we reiterate our objection with regards to all other portions of the affidavit which deal on the verbal contract. (TSN, Feb. 28, 1989, pp. 3-5; Italics supplied.)[26]
"xxx xxx xxx
"ATTY. CORNAGO:
Before we proceed, we would like to make of record our continuing objection insofar as questions and answers propounded to Pedro Revilla dated February 27, 1989, in so far as questions would illicit (sic) answers which would be violative of the best evidence rule in relation to Art. 1403. I refer to questions Nos. 8, 13, 16 and 19 of the affidavit of this witness which is considered as his direct testimony." (T.S.N., June 29, 1990, p. 2)
"ATTY. CORNAGO:
May we make of record our continued objection on the testimony which is violative of the best evidence rule in relation to Art. 1403 as contained in the affidavit particularly questions Nos. 12, 14, 19 and 20 of the affidavit of Alfonso Lim executed on February 24, 1989 x x x." (T.S.N., June 28, 1990, p. 8)."[27]
"As a logical consequence of the above findings, it follows that the court a quo erred in allowing the appellee to introduce parol evidence to prove the existence of a perfected contract of sale over and above the objection of the counsel for the defendant-appellant. The records show that the court a quo allowed the direct testimony of the witnesses to be in affidavit form subject to cross-examination by the opposing counsel. If the purpose thereof was to prevent the opposing counsel from objecting timely to the direct testimony, the scheme failed for as early as the first hearing of the case on February 28, 1989 during the presentation of the testimony in affidavit form of Pedro Revilla, Jr., plaintiff-appellee's first witness, the presentation of such testimony was already objected to as inadmissible. "[28]WHEREFORE, in view of the foregoing premises, the Court hereby GRANTS the motion for reconsideration, and SETS ASIDE its December 1, 1995 decision. Accordingly, the petition is DENIED and the Court of Appeals' decision dated August 12, 1994, appealed from is AFFIRMED in toto.
[Italics supplied.]
SO ORDERED.
Narvasa, C.J. (Chairman) and Davide, Jr., J., concur.
Panganiban, J., joins Justice Melo's dissent.
[*] The Third Division of this Court was initially composed of Justices Feliciano, Romero, Melo, Vitug and Panganiban. After the promulgation of the December 1, 1995 decision and in view of Justice Feliciano's retirement, the different Divisions of the Court were reorganized. Consequently, the present Third Division is now composed of Chief Justice Narvasa and Justices Davide, Melo, Francisco and Panganiban.
[1] In a Memorandum dated March 18, 1996, addressed to the members of the Court's Third Division, the Honorable Chief Justice Andres Narvasa noted petitioner's baseless motion. Thus:
"2. The information upon which petitioner relies is utterly without foundation in fact and is nothing but pure speculation or wishful yearning. The Chief Justice wishes to state for the record that while still in private practice, he never had occasion to represent the "National Bookstore and/or its principal owner, the Ramos family," in any case or matter whatsoever; that he has never had any transaction at all with them and that indeed, he has no recollection of ever having even purchased anything from said store; and that he does not know, and as far as he knows he never met, any member of the Ramos family described as principal owners of the National Bookstore.
"3. There is thus absolutely no reason for the inhibition of the Chief Justice in this case, and he will continue to take part in all 'subsequent deliberations in this case."
[2] Records, pp. 10-14.
[3] Complaint, p.2; Records, p. 2.
[4] Deed of Trust, p. 2; Records, p. 11.
[5] Id.
[6] Id.
[7] The Full Text of Exhibit "C" is as follows:
Trust Account No. 75-11
08 July 1988
The Security Guard
On Detail
Universal Security &
Investigation Agency
c/o Phil. Remnants Co., Inc.
Pasig Blvd., Bagong Ilog
Pasig. Metro Manila
Dear Sir:
Please allow Mr. Pedro Revilla, Jr., whose specimen signature appears below, and company to enter the premises that you are securing located at the above-given address for the purpose of conducting an ocular inspection and verification survey of the same.
Kindly extend to Mr. Revilla your usual courtesies and assistance on this matter. Thank you.
Very truly yours,
BANK OF THE PHILIPPINE ISLANDS
As Trustees For
Philippine Remnants Co., Inc.
By:
(Sgd.)
ROLANDO V. AROMIN
Assistant Vice-President
(Sgd.)
PEDRO REVILLA, JR.
[8] Exhibit "D" reads as follows:
July 9, 1988
Bank of the Philippine Islands
Bank of P.I. Building
Ayala Avenue, Makati,
Metro Manila
ATTN: Mr. Alfonso R. Zamora
Vice President
and
Mr. Fernando J. Sison III
Asst. Vice President
Gentlemen:
I refer to the authority you gave me on June 23, 1988, in your capacity as Trustee of the Philippine Remnants Co., Inc., in connection with the sale of one (1) parcel of land, located along Pasig Boulevard, Bagong Ilog, Pasig, Metro Manila, with an area of 33,056 square meters and covered by Transfer Certificate of Title No. 493122.
I am pleased to inform you that I have procured a buyer for the above described property in the name of Limketkai Sons Milling Inc., with office address at Limketkai Building, Greenhills, San Juan, Metro Manila and represented by its Executive Vice President, Mr. Alfonso Lim.
It is understood therefore, that pursuant to my authority, I shall be paid a brokers fee of 2% of the gross purchase price in the event the sale to the above named buyer is consummated.
Very truly yours,
(Sgd.)
Pedro P. Revilla, Jr.
[Note: Italics supplied]
[9] Exhibit "E" has these salient portions:
Gentlemen:
This confirms our conversation this morning regarding the purchase of a parcel of land in Barrio Bagong Ilog, Municipality of Pasig, covered by Transfer Certificate of Title No. 493122 of the Registry of Deeds of Rizal, (specified therein as having an area of 33,946 sq. m. minus 890 sq. m. previously sold to the Republic of the Philippines, or a net area of 33,056 sq. m.), registered in your name as trustee of the Philippine Remnants Company. Specifically, this confirms your offer to sell the said property at One Thousand (P1,000.00) Pesos per square meter, and our acceptance in principle of that offer, subject to the following terms.
a) We are to give an initial amount equivalent to Ten (10%) Percent of the total purchase price as earnest money;
b) The balance is to be paid by us within ninety (90) days from the execution of the agreement;
c) If the balance is not paid within the above-stated period, by reason of any cause other than those mentioned in paragraphs
(d), (e) and (f) below, Twenty (20%) Percent of The Ten (10%) Percent paid under paragraph (a) shall be forfeited in your favor, the remaining Eighty (80%) is to be refunded to us; in the event the non-payment of the said balance is caused by non-performance of any of the stipulations in paragraphs (d), (e) and (f) below, the entire sum paid as earnest money shall be refunded to us;
d) The Title of the property shall be free from all liens and encumbrances and the property itself free from all squatters;
e) The BPI as trustee - title holder is to warrant that it the legal right and title to transfer ownership to us;
f) Physical possession by us upon the payment of the Ten (10%) Percent referred to in paragraph (a) above
Anticipating your favorable action, we thank you for your prompt attention and early reply.
Very truly yours,
LIMKETKAI SONS MILLING, INC.
[Note: Italics added]
(Sgd.)
ALFONSO U. LIM
Executive Vice President
[10] Exhibit "F" states:
Attention:Mr. Alfonso U. Lim
Executive Vice President
Gentlemen:
Re: Bo. Bagong Ilog (Pasig) Property
In connection with subject property, we regret to inform you that the Bank's Trust Committee did not approve your proposal to purchase said property under the terms and conditions of your letter to our Mr. Merlin A. A lbano dated 11 July 1988. instead, the Trust Committee instructed us to consider offers from other interested parties.
In a meeting held on 20 July 1988, Senior Management instructed us to offer the same property to all interested buyers under the following terms and conditions:
a. 15% downpayment upon notification of acceptance by BPI;
b. balance payable upon signing of the Deed of Sale;
c. price to BPI shall be net of broker's commission;
d. the party with the best price shall have five (5) days within which to pay the downpayment, otherwise, the party with the next best price shall be entertained.
Should you still be interested in subject property, kindly submit to us not later than 12:00 noon of 22 July 1988 your written offer together with the price per square meter. The Bank shall not entertain proposals received after said cut-off time.
It is understood, however, that acceptance of any offer is still subject to the approval of the Beneficial Owner of the property as well as the Trust Committee of the Bank.
Very truly yours,
(Sgd.) (Sgd.)
ALFONSO R ZAMORA FERNANDO J. SISON III
Vice President Asst. Vice President
[Note: Italics added]
[11] Exhibit "G" quoted in full is as follows:
July 22, 1988
The Chairman
Trust Committee
Bank of the Philippine Islands
Makati, Metro Manila
Dear Sir:
We are, in receipt of the letter dated July 20, 1988, signed by Mr. Alfonso Zamora and Mr. Fernando J. Sison III, copy of which we are hereto attaching.
Please consider our letter of July 21, 1988 addressed to Mr. Xavier P. Loinaz, Bank President, and copy furnished your committee, as our reply thereto.
We are therefore, hereby adopting and reiterating our former offer to buy the lot of P1,000.00 per square meter but on cash basis.
Very truly yours,
(Sgd.)
LIMKETKAI SONS MILLING, INC.
(Sgd.)
ALFONSO U. LIM
[Note: Italics added] Executive Vice-President
[12] Exhibit "H"'s pertinent portions read as follows:
Attention:Mr. Alfonso U. Lim
Exec. Vice President
Gentlemen:
We reply to your letter dated 29 July 1988 addressed to the Chairman of our Trust Committee. We again regret to inform you that your offer to purchase the Bo. Bagong Ilog, Pasig property (TCT 493122) at P1,000.00 per square meter has not been approved, as previously communicated to you per our letter dated 20 July 1988.
Per the Deed of Trust entered into by and between the Grantor of said property and ourselves, the Bank as Trustee is duty-bound. in the event of sale of the property, to select the terms and consideration it deems to be most advantageous to the Grantor. The 30-day authority given to your broker also presupposed that during said period, the Bank on its own would also consider other offers. This is why no offer to purchase was deemed final and accepted until formally approved by the Trust Committee.
xxx xxx xxx
Very truly yours,
(Sgd.) (Sgd.)
NELSON M. BONA FERNANDO J. SISON III
Vice President Asst. Vice President
[Note: Emphasis added]
[13] Exhibit "I" pertinently provides:
August 8, 1988
Mr. Nelson M. Bona
Vice President
and
Mr. Fernando J. Sison III
Asst. Vice-President
BANK OF THE PHILIPPINE ISLANDS
Manila
Gentlemen:
This refers to your letter of 2 August 1988 regarding our agreement to purchase the Barrio Bagong flog property under TCT No. 493122 at P1,000.00 per square meter.
xxx xxx xxx
Under the aforequoted provision of the Deed of Trust, your Bank as Trustee, has the absolute authority to sell and dispose of the property under trust without consulting the Grantor as to price and terms. Moreover, under said quoted stipulation, the Bank may engage the services of a real estate broker or brokers under such terms and conditions which the Trustee may deem proper. Consequently, on 23 June 1988, you authorized Mr. Pedro P. Revilla, Jr. as broker to sell the property covered by Title No. 493122 on a "first-come" "first-serve 'basis as per written authority signed by Mr. Fernando J. Sison III and Mr. Alfonso R. Zamora in behalf of the Bank as Trustee of Philippine Remnants Co., Inc.
We would like to invite your kind attention that we are the "first-come" offeror of the lot. And, while the price mentioned in the authority granted to Mr. Revilla is P1,000.00 per square meter, nonetheless, in the negotiations between us and your responsible bank officials done in the presence of Mr. Revilla, the price per square meter was finally agreed at P1,000.00.
True, we requested for payment of the price on terms but, should the terms we requested be not accepted by your bank, we were ready to pay in cash per our understanding with your Mr. Albano and Mr. Aromin and which we have clearly made known in our July 22, 1988 letters. As a matter of fact, even before July 21 and 22, 1988 we personally tendered a check for the entire purchase price to Mr. Albano but he refused to accept the check because, according to him, the authority to transact the sale was taken away from him. The same proposal to pay in cash was made by us in a meeting with Mr. Bona, Mr. Sison and other Bank officials, and we were told that the matter will be resolved by the Bank officials concerned in due time but nothing positive came about. We are still ready to buy the subject property at P1,000.00 per square meter on cash basis.
xxx xxx xxx
Through this letter we would like to make known to your Bank that we maintain our position that there has been a perfected contract between your Bank as Trustee and our Corporation insofar as the sale of the property to us is concerned because in the written authority granted by you to Mr. Pedro P. Revilla, Jr. signed by no less than the Assistant Vice-President and Vice-President of the Bank as Trustee, there is no condition imposed that the sale of the property transacted by him under said authority is subject to the approval of the Trust Committee.
We hope your Bank will understand our position and we expect that the sale of the subject lot in our favor be consummated as early as possible.
Very truly yours,
(Sgd)
ALFONSO U. LIM
Exec. Vice-President/Director
[14] 244 SCRA 320,328, citing Velasco v. Court of Appeals, 51 SCRA 439(1973).
[15] See Exhibits "F" and "H".
[16] See Exhibit "E".
[17] See Logan v. Phil. Acetylene Co., 33 Phil. 177; Beaumont v. Prieto, 41 Phil. 670; Zayco v. Serra, 44 Phil. 326.
[18] See Exhibit "F".
[19] See Paredes v. Espino, 22 SCRA 1000.
[20] CA Decision, pp. 11-12; Rollo, pp. 54-55.
[21] Rule 130, Section 9, Rules of Court.
[22] 43 SCRA 473.
[23] 34 Phil. 739.
[24] Abrenica, (supra) at p. 746, citing Kreigh v. Sherman, 105 Ill. 49; 46 Am. Dig., Century Ed., 932.
[25] In Talosig v. Vda. de Nieba, for instance, a deed of sale executed between the parties was undisputed, as well as the existence of receipts evidencing payment; while in Abrenica v. Gonda and De Gracia, counsel for the defendant never raised any objection to the examination of the witnesses which elicited testimony tending to prove the contract. Only after the examination was terminated did counsel move to strike out all the given testimony.
[26] CA Decision, pp. 13-14; Rollo, pp. 56-57; Pedro Revilla, Jr., TSN, February 28, 1989, pp. 3-5.
[27] Memorandum For Respondent Bank of the Phil. Islands, April 24, 1995, p. 16; Rollo, p. 229.
[28] CA Decision, pp. 12-13; Rollo, pp. 55-56.
MELO, J.:
I beg to dissent from the new majority's action granting private respondents' motions for reconsideration.
On December 26, 1995, respondents Bank of the Philippine Islands (BPI) and National Book Store, Inc. (NBS) filed separate and extended motions (18 pages and 44 pages, respectively) urging the reconsideration of the Court's December 1, 1995 decision which was a unanimous action of the then 5 members of the Third Division. On January 12, 1996 petitioner Limketkai Sons Milling, Inc. (Limketkai), in turn, filed its 41-page consolidated comment in opposition to the two motions. NBS thereafter filed a reply to Limketkai's comment.
A careful consideration of the two motions and the comment thereon, as well as the reply thereto, readily shows that while lengthy and at times emotional, the motions are simply reiterations of earlier pleadings found in the records, with each party repeating the same arguments and insisting that its witnesses are telling the truth, its evidence is superior, and the witnesses for the other side are lying.
The arguments raised in the two motions for reconsideration and refuted in the comment revolve around the core issue of whether or not there was a perfected contract of sale between BPI and Limketkai. The other issue is whether or not respondent NBS is an innocent buyer for value which acted in good faith.
The other questions posed in the 8 grounds of BPI and the 4 grounds of NBS to support their respective motions are related to these two issues. All of these questions, I believe, have already been fully considered and passed upon in detail in the Court's decision.
Most of the relevant facts are shared in common by the parties. It is in the interpretation of these facts and the need to include certain details overlooked by respondent Court. where they differ.
Invocation by Mr. Justice Davide of the general rule that in petitions for review of decision of the Court of Appeals only questions of law may be raised to the Supreme Court is, with all due respect, not all that too significant nor is the principle really being ignored. The different conclusions and interpretations arising from the same facts bring about questions of law. In the same way that respondent court did not consider itself bound by the conclusions of the regional trial court, we should have no reluctance to discard the factual interpretations of respondent court and reiterate those of the trial court.
There are also well-established exceptions to the general rule that the factual findings and conclusions drawn therefrom by the Court of Appeals should be treated as conclusive.
In Gaw vs. Intermediate Appellate Court (220 SCRA 405, 413-414 [1993], this Court, through Mdm. Justice Romero, stated:
As a rule, the jurisdiction of this Court in cases brought to it from the Court of Appeals or the then Intermediate Appellate Court is limited to the review and revision of errors of law allegedly committed by the appellate court, as its findings of fact are deemed conclusive. As such, this Court is not duty-bound to analyze and weigh all over again the evidence already considered in the proceedings below. This rule, however, is not without exceptions. One of these exceptions is when there is a conflict between the factual findings of the Court of Appeals and the trial court which necessitates a review of such factual findings. This case falls within the exception.
(at pp. 413-414.)
Summing up or collating the instances when findings of fact of the Court of Appeals may be examined, we had occasion to re-echo Remalante vs. Tibe (158 SCRA 138 [1985]) in Morales vs. Court of Appeals (197 SCRA 391 [1991]), thusly:
In several decisions of recent vintage (Rizal Cement Co., Inc. v. Villareal, G.R. No. L-30272, February 28, 1985, 135 SCRA 15; Ramos v. Court of Appeals, G.R. No. L-25463, April 4, 1975, 63 SCRA 331; Garcia v. Court of Appeals, G.R. No. L-26490, June 30, 1970, 33 SCRA 623; Ramos v. Pepsi-Cola Bottling Co., G.R No. L-22533, February 9, 1967, 19 SCRA 289), the Court summarized and enumerated the exceptional circumstances that would compel the Supreme Court to review findings of fact of the Court of Appeals, to wit:
(1) when the conclusion is a finding grounded entirely on speculation, surmises or conjectures (Joaquin v. Navarro, 93 Phil. 257 (1953);
(2) when the interference made is manifestly absurd, mistaken or impossible (Luna v. Linatoc, 74 Phil. 15 (1942);
(3) when there is grave abuse of discretion in the appreciation of facts (Buyco v. People, 95 Phil. 253 (1954);
(4) when the judgment is premised on a misapprehension of facts (Dela Cruz v. Sosing, 94 Phil. 26 (1953); Castillo v. Court of Appeals, G.R. No. L- 48290, September 29, 1983, 124 SCRA 808);
(5) when the findings of fact are conflicting (Casica v. Villeseca, 101 Phil. 1205 (1957); and
(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 (Evangelista v. Alto Surety & Ins. Co., Inc., 103 Phil. 401 (1958).
(at p. 401.)
Items 1, 2, and 4 of the above citation are applicable to this case.
The majority opinions of Justices Davide and Francisco are based on interpretations of petitioner's first nine exhibits. There is no dispute over Exhibit "A", except that it may be pointed out that BPI was authorized by the owner of the lot to engage brokers to sell the property. Exhibit "B" implements Exhibit "A".
The first disputed issue refers to the authority of the broker and the Assistant Vice-President and Trust Officer, Rolando V. Aromin, of BPI to sell the lot. It was the broker, Pedro Revilla, who offered his services to sell the lot at P 1,000.00 per square meter. Kenneth Richard Awad of Philippine Remnants Co., Inc., owner of the lot, gave his written conformity (Exh. "P") on June 14, 1988 to the sale at P1,000.00 per square meter for cash with a 2% commission for the broker.
The records show that Assistant Vice-President Rolando V. Aromin was in charge of the administration and management of various real estate property held in trust by the bank. This explains why the owner of the lot, the broker, and the buyer all dealt with Aromin. He was the one held out by BPI as authorized to sell trust property. On December 3, 1990, long after the disputed sale had been consummated, Aromin defined his duties in his testimony as follows:
ATTY. VERZOSA (On Cross) -
Q. You mentioned that one of your duties is the administration and management of the real estate properties endorsed by your clients to the bank?
A. Yes, sir.
Q. One of these duties include the disposition of real estate properties?
A. Yes, sir.
Q Are we to understand that you do not have to get approval of anybody before disposition of the properties entrusted to your bank?
A In this particular case we have received instruction regarding instruction (sic) from the owner directly, sir.
ATTY. SENO:
At this instance, may I request that this witness be required to produce this afternoon the written instruction from Mr. Awad and if he has copy of the written offer of Technoland, the disapproved authority to sell to Technoland if he has copy.
COURT:
So ordered.
ATTY. VERZOSA:
Q.With that answer, are we to understand that most properties could be disposed without the approval of the Trust Committee based on your previous answer?
AYes, sir.
(tsn, Dec. 3, 1990 [A.M.], pp. 34-35).
Only after Aromin's testimony as a hostile witness displeased BPI were his authority and responsibility withdrawn by the bank.
Since Aromin was not going to sell the lot himself, for this power was delegated to a broker, authority from the BPI Trust Committee was sought and given. Revilla was authorized to sell the property at P1,000.00 per square meter. When the authority was forwarded to Aromin, he changed the quoted selling price to P1,000.00 per square meter. This was done because another broker, Technoland Properties, had offered to sell the lot at that price. Aromin, however, was later informed (Exh. "S") that Technoland Properties was not in the list of brokers approved by the BPI Investment and Trust Committees to sell trust property held by the bank.
The authority (Exh. "B") given to broker Revilla, clearly authorized him "to sell" the property, not merely to look for a buyer. Revilla contacted petitioner through its Executive Vice-President Alfonso Lim who agreed to buy the lot.
It is significant to note that, all this while, it was Assistant Vice-President Aromin with whom all the parties in this transaction were dealing. He was the BPI official who gave written authority (Exh. "C") for the buyer to inspect what it was purchasing.
On July 9, 1988 Revilla wrote BPI (Exh. "D") that he had a buyer. Again, the letter was received by Aromin. On July 11, 1988 the top officials of petitioner, Alfonso Lim and Albino Limketkai, went to the bank to confirm the sale. Significantly, they went to the office of Merlin Albano and Rolando Aromin of the Real Property Management Unit and not to any other officer, much less the Trust Committee.
Justice Davide asks why negotiations over the price were made with Aromin and Albano, not other officials. The records show that Alfonso Lim trusted Revilla who brought him to the office in charge of and managing trust property of the bank. BPI is a big place. When Revilla brought Alfonso Lim to Merlin Albano and Rolando Aromin and introduced them to Lim as Vice-President and Assistant Vice President, respectively, there was no reason for Lim not to assume and presuppose their authority to dispose of the property. The visit to BPI does not in any way reduce or lessen the authority of Revilla to sell the lot. It shows that petitioner's officials were cautious buyers and wanted to be sure about the details and the documentation of the transaction, considering the amount involved. They decided to deal not only with the broker but also with the bank officials themselves.
When the Limketkai brothers met with Albano and Aromin, they tried to bring down the price to P900.00 per square meter. Albano said it should be P1,100.00. Finally, the parties both agreed that the lot would be sold at P1,000.00 per square meter to Limketkai, payable in cash.
At that very moment, the contract of sale was perfected. There was a meeting of the minds upon the subject matter and the P1,000.00 per square meter price.
On the attempts of private respondents to denigrate the authority of Aromin to close the deal, it may be noted that Alfonso Lim, in all his dealings with BPI, conducted business with Aromin. There is nothing in the records to show that Aromin, at this point, had already been stripped of his authority. When he testified two years after the sale, he was still BPI's Assistant Vice-President.
In Areola vs. Court of Appeals, et al., (236 SCRA 643 [1994]), this Court held:
Accordingly, a banking corporation is liable to innocent third persons where the representation is made in the course of its business by an agent acting within the general scope of his authority even though, in the particular case, the agent is secretly abusing his authority and attempting to perpetuate a fraud upon his principal or some other person, for his own ultimate benefit.
(at pp. 652-653, italics supplied).
Petitioner stresses that Aromin was not in any way abusing his authority nor attempting any fraud. A corporation acts through its officers and employees whose acts, if within the scope of their authority, bind the corporation. The public transacted business with Vice-President and Trust Officer Aromin. He was regularly acting within the scope of his duties and responsibilities. Since Assistant Vice-President and Trust Officer Aromin himself testified that he closed the deal for BPI, there should be no question about there being a perfected contract of sale.
The testimony of Aromin is significant at this juncture:
Q. What transpired after the two (2) gentlemen (the Lim's) were introduced to you?
A. After the usual courtesies, Mr. Revilla informed us that the purpose of their visit is to discuss the possibility of his client, Limketkai Sons Milling, of buying the Bagong Ilog property. Mr. Lim offered to buy the property at P900.00 per sq. m. while Mr. Albano counter-offered to sell at P1,100.00/sq. m. but after the usual haggling, we finally agreed to sell the property at the price of P1,000.00/sq. m. because this was the price the beneficial owner of the property instructed the bank to quote to prospective buyers as borne by the fact that we are holding the covering letter of instruction to sell the property at P1,000.00 per square meter.
Q. Are you telling the Court that there was meeting of the minds between the buyer and the bank in respect to the price of P1,000.00/sq. m.?
A. Yes, sir, as far as my evaluation, there was a meeting of the minds as far as the price is concerned, sir.
Q. After you were able to agree on the price of P1,000.00/sq. m. since the letter of authority says the payment must be in cash basis, what transpired later on?
A. After we have agreed on the price, the Lim brothers inquired on how to go about submitting the covering proposal if they will be allowed to pay on terms. They requested us to give them a guide on how to prepare the corresponding letter of proposal. I recall that upon the request of Mr. Albino Limketkai, we dictated a guide on how to word a written firm offer that was to be submitted by Mr. Lim to the bank setting out the terms of payment but with the mutual agreement that if the proposed payment on terms will not be approved by our Trust Committee, Limketkai should pay the price in cash.
Q. And did the buyer Limketkai agree to pay in cash in case the offer of terms will be cash (disapproved).
A. Yes, sir.
Q. At the start did they show their willingness to pay in cash?
A Yes, sir.
Q. So the amount was no longer subject to the approval or disapproval of the Committee, it is only on the terms?
A. Yes, sir.
(tsn, Dec. 3, 1990 [A.M.], pp. 16-19;
italics and parenthesized word, supplied).
The testimony of the bank official dovetails with those of Limketkai officials involved in the transactions. Revilla was the accredited BPI broker for the real estate which BPI wanted to sell. Aromin was the BPI Assistant Vice-President and Trust Officer charged with the handling of real estate transactions and incidents. Together with the statements of Limketkai officials, the logical and convincing testimony of disinterested witness Revilla and hostile witness Aromin categorically shows there was a perfected contract of sale. NBS states that Aromin merely pretended to testify reluctantly but was, in truth, biased in favor of Limketkai. As one of the assistant vice-presidents of BPI when he testified, there was every reason for Aromin to be genuinely reluctant even when stating the truth as it was against his employer. Aromin and Revilla were privy to the contract. The BPI officials who testified for respondents spoke of negative restrictions in general but not on the contract itself. They were not present during the negotiations and during the perfection of the contract. Respondents denigrate Aromin for what they call his prodigious memory for details, but this just shows that he was well-versed in his line of work due to his long years of handling BPI real estate matters and that he was properly attentive to every aspect of his job.
Respondents' arguments on the usual limitations on the powers of real estate brokers in general cannot prevail over the specific and exact wording of Revilla' s written authority. Revilla was authorized "to sell" the lot but there is nothing unusual about a fully authorized agent bringing the buyer to his principal, not only to strengthen the validity of his representations but also for easier documentation of the sale. The fact that broker Revilla dealt with Aromin and brought the buyers directly and introduced them shows not only the authority of Aromin but also that BPI represented Aromin to the public as its official handling such matters.
BPI's contention that it had discretion to sell the lot without having to get permission from the corporation of the Awad family is correct. However, the fact that Kenneth Richard Awad confirmed in writing (Exh. "P") their conformity to the sale of the lot at P 1,000.00 per square meter inspite of BPI's discretionary authority over the lot held in trust, merely indicated how careful and businesslike the owner and the bank officials were in disposing of the lot. The letter does not in any way prove the opposite.
The real and principal bone of contention refers to events which immediately followed the perfection of the agreement.
Exhibit "E", the request of Alfonso Lim to pay on terms, cannot be treated in isolation of the events that caused it to be written. As earlier stated, Limketkai and the BPI officials agreed that the disputed lot shall be sold to Limketkai at P1,000.00 per square meter payable in full and in cash. The record shows that on July 11, 1988 this agreement was finalized and tender of full payment was made on July 18, 1988.
On July 11, however, Alfonso Lim asked if it was possible to pay on terms. This appears to be a rational query. It was answered in a perfectly logical manner. Vice-Presidents Albano and Aromin answered Lim that there was no harm in asking to pay in terms since this mode of payment had been allowed in past cash sales. Limketkai and the bank officials, nonetheless agreed that should term payments not be acceptable, full cash payment as agreed upon would be effected. This explains the background of Exhibit "E".
The ruling in Villonco Realty Co. vs. Bormaheco (65 SCRA 352 [1995]), cited in our unanimous December 1, 1995 decision bears repeating:
"The contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the object of the contract and upon the price. From that moment, the parties may reciprocally demand performance, subject to the provisions of the law governing the form of contract." (Article 1475, ibid.)
xxx xxx xxx
"Consent is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract. The offer must be certain and the acceptance absolute. A qualified acceptance constitutes a counter-offer" (Art. 1319, Civil Code). "An acceptance may be express or implied" (Art. 1320, Civil Code).
xxx xxx xxx
"It is true that an acceptance may contain a request for certain changes in the terms of the offer and yet be a binding acceptance. 'So long as it is clear that the meaning of the acceptance is positively and unequivocally to accept the offer, whether such request is granted or not, a contract is formed." (Stuart vs. Franklin Life Ins. Co., 105 Fed. 2nd 965, citing Sec. 79, Williston on Contracts).
xxx xxx xxx
. . . the vendor's change in a phrase of the offer to purchase, which change does not essentially change the terms of the offer, does not amount to a rejection of the offer and the tender or a counter-offer." (Stuart vs. Franklin Life Ins. Co., supra).
(pp. 362-363; 365-366; pp. 12-18, Decision.)
The record shows that the two bank officials were the ones who dictated the terms of payment, as Albino Limketkai told them that he did not know how to go about drafting the request to pay on terms. It bears emphasizing that Exhibit "E", the letter asking for term payments, was made in the afternoon of July 11, 1988 or after the parties already had a meeting of the minds on the contract.
Respondents ask why did Limketkai, if there was already a perfected contract to pay at P1,000.00 per square meter in cash, allow itself to supposedly yield to the BPI officials blandishments on term payments, knowing that it would endanger its position?
The answer is that Limketkai did not know. The record shows that the buyer was dealing in good faith and at arms-length with BPI. It is a natural behavior of the buyer to trust the word of BPI officials who represent the bank, as the bank is a symbol of trust and credibility. Limketkai had no knowledge or reason to suspect that an influential person would enter the picture and inveigle the top officials of the bank to rescind the perfected contract and to sell the lot to him. Petitioner Limketkai acted without suspicion as it saw no imminent danger to the agreement.
Around July 14, 1988, Limketkai learned that BPI was freezing action on its July 11 request. So it tendered full payment on July 18, 1988 before the BPI Trust Committee could act either way on the request to pay on terms and also before the expiry date of the authority letter of broker Revilla, that is July 23, 1988. The tender of payment was, therefore, a withdrawal or abrogation of Limketkai's July 11 request before it would either be granted or withdrawn, before BPI could act on the request for a change of terms.
On July 20, 1988, BPI's senior management officials held a meeting and decided to disapprove Limketkai's request (Exh. "F"). But this was two days after Limketkai had already tendered full payment and when the request was technically moot.
On July 22, 1988, or four days after tender of payment was not accepted, Limketkai wrote another letter (Exh. "G") in reply to BPI's letter (Exh. "F"). The letter of Limketkai dated July 22, 1988 merely asked for compliance with the agreement with Messrs. Albano and Aromin on the original offer at P 1,000.00 per square meter.
On July 22, 1988, BPI repeated its July 20, 1988 disapproval of the request to pay on terms (Exh. "H"). Since BPI stated at that point that no offer to purchase was deemed final and accepted until formally approved by the Trust Committee, Limketkai wrote BPI on August 8, 1988 (Exh. "I") explaining why the acts of BPI are a repudiation of the contract perfected as early as July 11, 1988.
In said August 8, 1988 letter of Limketkai to Vice-President Nelson M. Bona and Assistant Vice-President Fernando J. Sison III, Alfonso Lim stated in part:
We would like to invite your kind attention that we are the "First-come" offeror of the lot. And, while the price mentioned in the authority granted to Mr. Revilla is P1,100.00 per square meter, nonetheless, in the negotiations between us and your responsible bank officials done in the presence of Mr. Revilla, the price per square meter was finally agreed at P1,000.00.
True, we requested for payment of the price on terms but, should the terms be not accepted by your bank, we were ready to pay in cash per our understanding with your Mr. Albano and Mr. Aromin and which we have clearly made known in our July 21 and July 22, 1988 letters. As a matter of fact, even before July 21 and 22, 1988 we personally tendered a check for the entire purchase price to Mr. Albano but he refused to accept the check because, according to him, the authority to transact the sale was taken away from him. The same proposal to pay in cash was made by us in a meeting with Mr. Bona, Mr. Sison and other Bank officials, and we were told that the matter will be resolved by the Bank officials concerned in due time but nothing positive came about. We are still ready to buy the subject property at P1,000.00 per square meter on cash basis.
BPI's Assistant Vice President Aromin confirmed the tender of payment on July 18, 1988 as follows:
Q. Since no action was taken on the terms that you agreed upon with Limketkai, as according to you the authority was taken away from you by higher authorities as relayed to you by Mr. Albano, did you meet Mr. Lim again on July 18, 1988?
A. Yes, sir, we met him again few days after they submit the letter of proposal. It was on that day that Mr. Alfonso Lim, together with Mr. Revilla met us in the office of Mr. Albano on our side and Mr. Bobby de Leon who was manager or the account officer handling the account of Limketkai in the bank when Mr. Alfonso Lim tendered a check in the amount of P33,056,000.00 representing payment on the basis of P1,000.00/sq. m. for the property, sir.
Q. Did you accept the check?
A. It was Mr. Albano who is responsible for that and he did not accept the check for the same reason we are no longer authorized to handle the transaction and he also said to present the check to the officer who is now authorized to handle the transaction, sir.
(tsn, Dec. 3, 1990 [A.M.], pp. 28-29.)
Private respondents' case primarily depends upon Exhibits "E", "F", "G", "H", and "I". The separate opinions of Justices Davide and Francisco gave credence to respondents' position. It can be seen above that far from supporting the movants' arguments, Exhibits "E", "F", "G", "H", and "I" prove exactly the opposite of what the respondents allege.
Regarding the tender of P33,056,000.00 in full payment of the lot, respondents did not question the fact of tender nor the authenticity of the check tendered by Limketkai, through Alfonso Lim, to BPI. Instead, respondents tried to show that the check was not fully funded by assailing the non-categorical answers of the Solidbank official who refused to answer the questions of respondents' lawyers due to the prohibition under the Secrecy of Bank Deposits Law against a bank revealing the extent of its client's deposits. Alfonso Lim testified that in tendering the check, he was accompanied by a certain Bobby de Leon, a high-ranking officer of the BPI, and he approached several other bank executives among whom was the Vice-President, Nelson Bona, in the presence of Sison, de Leon, Mike Mendoza, and Ruth Bandera. The record shows that tender of payment was also made on BPI's Fernando Sison III, Merlin Albano, and Nelson Bona, all high-ranking BPI officials. Inexplicably, respondents did not present any of these officials to rebut the testimony of Alfonso Lim of his having tendered a check for the amount of the purchase price. At any rate, all the BPI officials to whom the check was tendered did not question, at the time, its authenticity nor its funding. They gave only one reason for non-acceptance of tender - either they had no authority or their authority to accept payment from Limketkai had been withdrawn. If they did not possess authority earlier, there would have been nothing to withdraw.
Whether the Statute of Frauds is applicable or not was discussed at length before the trial court and the Court of Appeals and in our December 1, 1995 decision.
The contention of respondents that a formal deed of sale is essential before the contract may be perfected and proved indicates a misapprehension of the Statute of Frauds. As emphasized in the decision, a sale of land is valid regardless of the form it may have been entered into (Claudel vs. Court of Appeals, 199 SCRA 113, 199 [1991]). The fact that the deed of sale still had to be signed and notarized does not mean that no contract was perfected. If the law requires a document or special legal form, the contracting parties may require each other to observe the formality after the contract is perfected.
If there had been a formal deed of sale in this case, there is no need to even discuss the Statute of Frauds. Precisely because Article 1403 of the Civil Code requires a "note or memorandum thereof' and mentions "secondary evidence of its contents," the Statute of Frauds becomes material. Taking all of the documents in this case together, there can be no doubt that the requirement of a note or memorandum of the sale is more than met. This issue is more fully discussed in pages 14 to 17 of our December 1, 1995 decision.
Equally significant is the fact that Limketkai's witnesses were cross-examined at length by respondents' counsels on the perfection of the contract, the purchase price, the tender of full cash payment, and other facts which respondents-movants now claim must be stricken out unless fully documented in writing. Even assuming for purposes of argument that the perfected contract infringes the Statute of Frauds, in Abrenica vs. Gonda (34 Phil. 379 [1916]), this Court ruled that the questioned contract is ratified when the defense fails to object or asks questions on cross-examination. As decided in Abrenica and later cases such as Talosig vs. Vda. de Nieba (43 SCRA 472 [1972]), assuming that parol evidence was initially inadmissible, the same became competent and admissible because of the cross-examination. The cross-examination on the contract is deemed a waiver of the defense of the statute of frauds (Vitug, Compendium of Civil Law and Jurisprudence, 1993 Revised Edition, p. 563).
There is no reason to doubt the aptness of the documents and the reliable nature of the testimony, especially the answers during cross-examination, showing a meeting of the minds of buyer and seller as to the subject matter of the contract and the cause of the obligation.
Regarding the buyer-in-good-faith arguments of NBS, perhaps all that needs to be said is that it is readily seen that any person who buys property under litigation which is covered by a notice of lis pendens subjects himself to the outcome of the litigation. Respondents try to explain the allegedly true nature of the petitioner's so-called badges of fraud - BPI dealing directly through top executives with an influential buyer when the lot was supposed to be sold through brokers; there were personal, family, and business relationships between BPI Senior Vice-President Edmundo Barcelon and NBS President Alfredo Ramos; NBS offered Limketkai a big amount through broker George Feliciano to drop the case and to lift the notice of lis pendens; the vendor did not guarantee its title to the land and the right of the buyer to proceed against the seller if the latter sold property no longer owned by it and instead had the buyer guaranteeing its own purchase; and NBS's construction on the property was characterized by easy portability. The explanations are far from convincing. The confluence of all these factors shows that there was indeed collusion between a top BPI executive and the NBS president whose relationship was such that BPI was willing to renege on its obligations and rescind a perfected contract with an earlier buyer. Of course, seller BPI was protected because buyer NBS assumed all risks.
NBS refutes the arguments of Limketkai on the temporary nature and easy portability of its construction on valuable real estate. It states that the building was destroyed by fire. Whether or not the temporary nature of the building may still be proven, the record shows that NBS was acting in bad faith in trying to buy property which was earlier sold to another buyer and buying it inspite of notice of lis pendens. BPI Vice-President Barcelon and NBS President Ramos also gave conflicting testimony on similar points. Ramos strongly denied friendship or even acquaintanceship with Barcelon. He denied even discussing with Barcelon his desire to buy the property. Barcelon, in turn, admitted his friendship with Ramos, a valued BPI client, and their taking lunch together at which time the sale to NBS was discussed. There was no reason for Ramos to deny the friendship or their discussion of the sale even as Barcelon was innocently contradicting him, unless the witness wanted to hide his bad faith from the trial court.
The chain or circumstances in this case shows that the participants acted in the natural order of things and that the sale to Limketkai was not only perfected but appears regular and aboveboard.
The resolution of the instant motions for reconsideration hinges on the credibility of witnesses and the weight to be given to the documentary and other pieces of evidence. The observations and conclusions of the trial judge who directly heard the witnesses and who personally presided over the presentation and offer of other evidence, especially as to the credibility of witnesses for both sides, is significant in this regard.
I find respondents' criticisms of the trial court and their skepticism of this Court's statements not only totally unfounded but also tastelessly disdainful. A losing litigant in a case where both the evidence and the law are clearly against its position cannot, after a decision has been rendered, get a reversal through such tactics. The motions must be resolved on their merits.
I, therefore, vote to deny the two motions for reconsideration.