Rocha V Prats - Co.
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Cathy BelgiraRocha V Prats - Co.
Uploaded by
Cathy Belgira[No. 16716.
May 31, 1922]
ALFONSO ROCHA, plaintiff and appellant, vs. PRATS &
COMPANY, defendant and appellee.
BROKERS; COMMISSION.—A broker not having quite
succeeded in bringing the minds of buyer and seller to an agreement in
regard to the terms of a sale, is not entitled to commission.
APPEAL from a judgment of the Court of First Instance of Manila.
Del Rosario, J.
The facts are stated in the opinion of the court.
Eduardo Gutierrez Repidc and Felix Socias for appellant.
Claro M. Recto, and J. M. Casal for appellee.
OSTRAND, J.:
This action was brought to recover the' sum of P15,000 as broker's
commission on the sale of a building and lot situated on Calle
David, Manila. The trial court rendered judgment in favor of the
defendant company absolving it from the complaint. From this
judgment the plaintiff appealed.
398
398 PHILIPPINE REPORTS ANNOTATED
Rocha vs. Prats & Co.
It appears f rom the evidence that some time in the month of May,
1919, Antonio A. Brimo, the manager of the defendant company,
verbally authorized one Joaquin Mencarini to negotiate the sale of
the property above-mentioned, Mencarini to receive as his
compensation the excess of the purchase price over and above
P150,000. Subsequently, the plaintiff Rocha agreed to help
Mencarini in finding a purchaser and received f rom Brimo an
authorization similar to that of Mencarini.
Both Mencarini and Rocha from time to time submitted
propositions from various prospective purchasers, none of which
were acceptable to the defendant. Finally, on July 30, 1919, Rocha
obtained an offer from Vicente Madrigal to buy the property for
P165,000 of which the sum of P65,000 was to be paid in cash and
the balance within a year from the date of the sale. Before closing
the sale Brimo, at Rocha's request, gave the latter the following
power in writing:
"We hereby authorize you to close in our name during this day the sale of
our real estates on Pinpin, Martinez, and David Streets, containing a total
area of 1,529 square meters, for the price of one hundred sixty-five thousand
pesos (P165,000) under the following conditions: "Sixty-five thousand
pesos should be paid to us at the time of signing the deed.
"The remaining one hundred thousand pesos should be paid to us within
the period of one year from date with interest at 6 per cent per annum until
paid. Provided that the purchaser shall give banking security for the
payment of these one hundred thousand pesos (P100,000).
"We reserve the right to vacate within six months the premises we are
actually occupying for which we will pay a monthly rent of one thousand
pesos (M,000), and in the event that they are vacated bef ore the six months
stipulated, we will pay only for the months during which we shall have
occupied the premises.
(Sgd.) "PRATS & CO.
"Good until July 31, 1919."
399
VOL. 43, MAY 31, 1922 399
Rocha vs. Prats & Co.
Rocha testifies that when the document quoted was handed to him
he protested against the clause "Entendiéndose que el comprador
pondrá garantía bancaria para responder de estos cien mil pesos
(provided that the purchaser shall give banking security for the
payment of these one hundred thousand pesos)" and Brimo then told
him that if the sale was made to Madrigal he could strike out this
clause. Brimo denies that he authorized Rocha to waive this
condition.
The following day, July 31, Rocha endeavored to close the
transaction with Madrigal who offered to secure the deferred
payment on the purchase price with a mortgage on the property, but
Brimo then insisting on a crédito bancario as security and Madrigal
declining to agree to this, the sale failed. A few days later Brimo,
through another agent, sold the property to one Concepcion Leyba
for P175,000.
Mencarini at first claimed compensation for his services in
connection with the negotiations for the sale to Madrigal, but now
appears to have relinquished his claim in favor of Rocha.
The decision of the case hinges on questions of fact upon which
we do not feel justified in disturbing the findings of the trial court.
There is no doubt that if Exhibit B, the authorization above quoted,
correctly states the terms of the proposed sale, the plaintiff cannot
recover; he never quite succeeded in bringing the minds of the buyer
and seller to an agreement. In the case of Danon vs. Antonio A.
Brimo & Co. (42 Phil., 133), which, in some respects, bears close
resemblance to the present case, this court quoted, with approval, the
rule laid down in Sibbald vs. Bethlehem Iron Co. (83 N. Y., 378),
that "In all cases, under all and varying forms of expression, the
fundamental and correct doctrine is, that the duty assumed by the
broker is to bring the minds of the buyer and seller to an agreement
for a sale, and the price and terms on which it is to be made, and
until that is done his right to commission does not accrue."
400
400 PHILIPPINE REPORTS ANNOTATED
Aguado vs. Roman de Gueriguet
It may be conceded that if it were clearly established that the
defendant waived the condition that the deferred payments of the
purchase price were to be secured by bank credits, the plaintiff
would be entitled to a recovery, but we do not think the oral
evidence presented by the plaintiff is sufficient to vary the terms of
the written instrument Exhibit B. We agree with the trial court that
had there been a clear understanding as to the waiver, ordinary
prudence should have led the plaintiff to have that understanding
appear in writing.
The judgment appealed from is therefore affirmed, without costs.
So ordered.
Araullo, C. J., Malcolm, Avanceña, Villamor, and
Romualdez, JJ., concur.
Judgment affirmed.
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