Dy Buncio & Company, Inc. vs. Juan Tong and Pua Giok Eng

An agent cannot validly alienate the principal's immovable property without express authority to do so, and a later inconsistent limited power of attorney supplants and revokes an earlier general power. The July 31, 1931 deed was thus invalid to divest Ong Guan Can of title, leaving the properties answerable for his judgment debt.

Dy Buncio & Company, Inc. was the judgment creditor of Ong Guan Can, proprietor of the commercial firm Ong Guan Can & Sons. The properties in dispute were a rice mill and camarin situated at Dao, Province of Capiz, claimed by Dy Buncio & Company as belonging to its judgment debtor.

On July 31, 1931, Ong Guan Can, Jr., as agent of Ong Guan Can, executed a deed selling the rice mill and camarin for P13,000 to Juan Tong, with Pua Giok Eng claiming as lessee of the owner. The deed recited as authority a power of attorney dated May 23, 1928, a copy of which was attached to the deed and recorded with it in the office of the register of deeds of Capiz. Receipt of the price was acknowledged to the agent, and the deed was signed by the agent in his own name without words indicating signature for the principal.

According to appellants, the transaction validly transferred ownership to Juan Tong by virtue of the July 31, 1931 deed. Plaintiff maintained that the property still belonged to Ong Guan Can and was therefore subject to the execution levied upon it. After trial, the Court of First Instance found the deed invalid and the properties subject to execution by the judgment creditor of the owner.

• Validity of the July 31, 1931 Deed: Appellants insisted that the deed executed by Ong Guan Can, Jr. was valid to transfer ownership of the rice mill and camarin to Juan Tong.
• Cure by Prior General Power of Attorney: Appellants claimed that any defect in the May 23, 1928 limited power was cured by Exhibit 1, which purported to be a general power of attorney given to the same agent in 1920.

• Authority to Alienate: Whether the deed of July 31, 1931 executed by Ong Guan Can, Jr. as agent validly divested Ong Guan Can of title where the invoked power of attorney of May 23, 1928 was limited and lacked express power to alienate.
• Effect of Successive Powers of Attorney: Whether the 1920 general power of attorney remained effective to sustain the sale despite the subsequent limited power of attorney of May 23, 1928.

• Authority to Alienate: No. The sale was invalid because the May 23, 1928 instrument was a limited, not general, power and conferred no express power to alienate as required by Article 1713 of the Civil Code.
• Effect of Successive Powers of Attorney: No. The later limited appointment supplanted and revoked the prior general power where the two were inconsistent, so the 1920 power could not validate the sale.

• Authority to Alienate: The deed expressly invoked the May 23, 1928 power of attorney, a copy of which was attached and registered with the deed. Examination showed a limited authority that did not give the express power to alienate the rice mill and camarin, failing the requirement of Article 1713 of the Civil Code. Without such express authority, the agent's act could not divest the principal of title.
• Effect of Successive Powers of Attorney: Article 1732 of the Civil Code was silent on partial termination of agency, but the making and accepting of a new power, whether enlarging or decreasing the agent's powers, supplants and revokes the prior inconsistent power. Otherwise, execution of the second limited power would have been a mere futile gesture. Title therefore remained in Ong Guan Can, rendering the properties subject to attachment and execution for his judgment debt.

• Express power to alienate in agency — An agent needs express authority to alienate the principal's property; a limited power of attorney that does not expressly confer such power cannot sustain a sale of the principal's immovables. Applied to invalidate the July 31, 1931 sale because the May 23, 1928 power relied upon was limited and lacked express power to alienate under Article 1713 of the Civil Code.
• Revocation of prior power by inconsistent subsequent power — The making and accepting of a new power of attorney, whether enlarging or decreasing the agent's authority, supplants and revokes a prior inconsistent power. Applied to reject reliance on the 1920 general power, since the subsequent 1928 limited power governed and revoked it to the extent of inconsistency.

• "it is at once seen that it is not a general power of attorney but a limited one and does not give the express power to alienate the properties in question. (Article 1713 of the Civil Code.)" — States the controlling defect in the agent's authority that invalidated the sale.
• "The making and accepting of a new power of attorney, whether it enlarges or decreases the power of the agent under a prior power of attorney, must be held to supplant and revoke the latter when the two are inconsistent." — Formulates the rule on successive powers under which the 1928 limited power displaced the 1920 general power.
• "The title of Ong Guan Can not having been divested by the so-called deed of July 31, 1931, his properties are subject to attachment and execution." — States the consequence of the invalid agency sale for the judgment creditor's levy.

• Article 1713, Civil Code — Requires express power for an agent to alienate; applied to hold the May 23, 1928 limited power insufficient to authorize the sale of the rice mill and camarin.
• Article 1732, Civil Code — Noted as silent on partial termination of agency; applied as backdrop for the rule that a new inconsistent appointment supplants and revokes the prior power.

Avanceña, C.J., Abad Santos, Vickers and Diaz, JJ., concurred.