G.R. No.111448, 16 January 2002
FACTS:
Manuel Cruz, Jr., a board member of Dieselman Freight Services, Co. (DFS) authorized Cristeta Polintan to sell a parcel of land owned by DFS. Polintan in turn authorized Felicisima Noble to sell the same lot. Noble then offered AF Realty & Development, Co., represented by Zenaida Ranullo, the land at the rate of P2,500.00 per sq. m. AF Realty accepted the offer and issued a P300,000 check as down payment. However, it appeared that DFS did not authorize Cruz, Jr. to sell the said land. Nevertheless, Manuel Cruz, Sr. (father) and president of DFS, accepted the check but modified the offer. He increased the selling price. AF Realty, in its response, did not exactly agree nor disagree with the counter-offer but only said it is willing to pay the balance (but was not clear at what rate). Eventually, DFS sold the property to someone else. Now AF Realty is suing DFS for specific performance. It claims that DFS ratified the contract when it accepted
the check and made a counter-offer.
ISSUE:
Whether or not the sale made through an agent was ratified.
RULING:
No. There was no valid agency. The BOD never authorize Cruz to see the land. The agreement between Cruz, Jr. and Polintan, as well as the subsequent agreement between Polintan and Noble, never bound the corporation. It presumed that the sale transacted by Noble purportedly on behalf of Polintan and ultimately purportedly on behalf of DFS is void. Article 1874 provides that when a sale of piece of land or any interest therein is through an agent, the authority of the latter shall be in writing; otherwise, the sale shall be void. Considering that respondent Cruz, Jr., Cristeta Polintan and Felicisima Ranullo were not authorized by respondent Dieselman to sell its lot, the supposed contract is void.
*Case digest by Sherl Dianne S. Estoque, JD-3, Andres Bonifacio Law School, SY 2019-2020