Tom Tan vs. Heirs of Antonio F. Yamson

A broker is entitled to his commission for the sale of properties to a buyer he registered, notwithstanding that not all properties covered by the authority were sold, where the written authority does not condition the payment of commission on the sale of all the properties. The written agreement, being the repository of all the terms agreed upon, cannot be supplemented by evidence of alleged unwritten conditions, pursuant to Section 9, Rule 130 of the Revised Rules on Evidence.

Petitioners were owners of seven parcels of land located in Mandaue City. To raise funds to meet their unpaid obligations to a certain Philip Lo, they decided to sell their properties and issued an Authority to Look for Buyer/Buyers on May 19, 1998, in favor of Yamson, a real estate broker. The authority specified a price of P2,000.00 per square meter, a 5% commission, and a period of authority good up to June 30, 1998, with a protection clause for registered buyers. The authority was non-exclusive and contained no stipulation that all seven lots must be sold for the broker to earn his commission.

Petitioners Tom Tan, Annie Tan, and Nathaniel Tan were owners of seven parcels of land in Mandaue City. To raise funds for their unpaid obligations to Philip Lo, they decided to sell their properties and, on May 19, 1998, issued an Authority to Look for Buyer/Buyers in favor of Yamson. The authority described the seven lots with their respective areas and TCT numbers, set the price at P2,000.00 per square meter, provided for a 5% commission, and stated that the nature of the authority was non-exclusive, with a period of authority good up to June 30, 1998. The protection clause stated that after the agent reports the name of his buyer to the seller in writing, he is entitled to his commission even after the expiration of his authority, provided the sale is consummated between the same buyer and seller within one year from the date of submission of the buyer's name.

On June 1, 1998, Yamson informed petitioners in writing that he had found an interested buyer, registering "Simon Enterprises and or Mr. Simon Chuahe, Mr. Oscar Chuahe" for all seven lots. Petitioner Annie Tan signed the letter to acknowledge the registration. Subsequently, two lots were sold to Kimhee Realty Corporation, represented by Chua, and the parties executed a Deed of Absolute Sale dated June 22, 1998. The remaining five lots became the subject of a Memorandum of Agreement between Lo and petitioners, wherein the parties agreed to transfer the properties to Lo as payment for petitioners' outstanding obligations.

Yamson demanded his commission for the sale of the lots to his registered buyer, but petitioners refused to pay, arguing that he was not entitled to commission because petitioners themselves had introduced Yamson to Chua, and the agreement was for Yamson to sell all seven lots, which he failed to accomplish. The RTC ruled in favor of Yamson, finding that the due execution of the Authority and the June 1, 1998 letter were not contested, and that petitioners' defense that they introduced Yamson to Chua was not credible. The RTC also noted that the alleged condition that Yamson sell all seven lots was not put in writing. The CA affirmed, applying Article 1377 of the Civil Code against petitioners as the drafters of the document, and considering Annie Tan's testimony self-serving for lack of corroboration. While the case was pending before the Supreme Court, Yamson died and was substituted by his children and legal heirs.

• Efficient Procuring Cause: Petitioners contended that they were already aware as early as December 1997 that Chua wanted to acquire their properties, but negotiations failed because he wanted to purchase only two lots; thus, they engaged Yamson and instructed him to convince Chua to purchase all seven lots. Since petitioners introduced Chua to Yamson, Yamson was not the efficient procuring cause of the sale and should not be given a commission.
• Terms of the Authority: Petitioners averred that the Authority to Look for Buyer/Buyers clearly showed that their agreement with Yamson was for him to search for buyers willing to purchase all seven lots at P2,000.00 per square meter, and that Yamson failed to comply with these terms.
• Broker's Commission Standard: Citing Reyes vs. Mosqueda, petitioners argued that for a broker to earn his commission, it is not enough to simply find a prospective buyer; he must also find one willing to purchase the property on the terms imposed by the owner.

N/A — The decision does not recount the respondents' arguments in detail, as the case was resolved primarily on procedural grounds and the petitioners' failure to overcome the written agreement.

• Procedural Posture — Questions of Fact: Whether the issues raised by petitioners are factual in nature and thus not reviewable in a petition for review on certiorari under Rule 45.
• Entitlement to Commission: Whether Yamson was entitled to the payment of his broker's commission for the sale of the two lots to his registered buyer.
• Damages: Whether petitioners should be held liable for moral and exemplary damages.

• Procedural Posture — Questions of Fact: Yes. The issues raised by petitioners are factual in nature, requiring review of the evidence presented, and none of the exceptions to the rule against reviewing questions of fact in a Rule 45 petition were present.
• Entitlement to Commission: Yes. Yamson was entitled to his commission for the sale of the two lots, as the Authority to Look for Buyer/Buyers did not condition the payment of commission on the sale of all seven properties, and the written agreement contained all the terms agreed upon pursuant to Section 9, Rule 130 of the Revised Rules on Evidence.
• Damages: The Court did not discuss this issue, as it was a mere repetition of arguments already resolved by the courts a quo.

• Procedural Posture — Questions of Fact: The Court applied the distinction between questions of law and questions of fact as discussed in Velayo-Fong vs. Spouses Velayo. A question of law arises when there is doubt as to what the law is on a certain state of facts, while a question of fact arises when the doubt concerns the truth or falsity of the alleged facts. The test is whether the appellate court can determine the issue without reviewing or evaluating the evidence. The issues raised by petitioners — whether Yamson was the efficient procuring cause and whether he complied with the terms of the authority — would require the Court to delve into the records and review the evidence presented. The Court noted that petitioners did not even attempt to cite any exception to justify the review of facts. Furthermore, the evaluation of witnesses and evidence by the RTC is accorded great respect and finality in the absence of any indication that it overlooked certain facts or circumstances of weight and influence. Since both the RTC and the CA similarly evaluated the evidence and reached the same conclusion, the factual findings are binding and conclusive on the Court.

• Entitlement to Commission: Even if the Court were willing to overlook the procedural defect, the petition would still fail. A plain reading of the Authority to Look for Buyer/Buyers reveals that nowhere in the document is it indicated that the sale of all seven lots was a prerequisite to the payment of Yamson's commission. If petitioners intended such a condition, they should have reduced it to writing and included it in the authority. Following Section 9, Rule 130 of the Revised Rules on Evidence, when the terms of an agreement have been reduced to writing, it is considered as containing all the terms agreed upon, and no evidence of other terms can be presented. The Court distinguished Reyes vs. Mosqueda, noting that in that case the sale was consummated without the broker's participation and the broker resorted to trickery, whereas in this case petitioners purposely engaged Yamson as their broker and knowingly authorized him to look for a buyer. Petitioners offered no other testimony but their own — Annie Tan's uncorroborated and self-serving testimony — to support their allegations.

• Question of Law vs. Question of Fact — A question of law arises when there is doubt as to what the law is on a certain state of facts, while a question of fact arises when the doubt concerns the truth or falsity of the alleged facts. The test is whether the appellate court can determine the issue without reviewing or evaluating the evidence; if review of evidence is required, the question is one of fact. The Court applied this doctrine to deny the petition, as the issues raised required examination of the evidence presented before the lower courts.

• Parol Evidence Rule (Section 9, Rule 130, Revised Rules on Evidence) — When the terms of an agreement have been reduced to writing, it is considered as containing all the terms agreed upon, and there can be, between the parties and their successors in interest, no evidence of such terms other than the contents of the written agreement. The Court applied this rule to hold that petitioners could not introduce evidence of an alleged condition that all seven lots must be sold before Yamson could earn his commission, as no such stipulation appeared in the written Authority.

• Article 1377, Civil Code — Interpretation of Obscure Stipulations — The interpretation of obscure words or stipulations in a contract shall not favor the party who caused the obscurity. The CA applied this provision against petitioners, who drafted the Authority to Look for Buyer/Buyers, when they insisted that the document reflected an intention that all seven lots must be sold.

• Binding Effect of Factual Findings of Lower Courts — Factual findings of the trial court, when adopted and confirmed by the appellate court, are binding and conclusive on the Supreme Court and will generally not be reviewed on appeal. The Court applied this principle in refusing to review the factual findings of the RTC and the CA, which had both evaluated the evidence and reached the same conclusion.

• "Well-established is the principle that in a petition for review on certiorari, the Court's power of judicial review is limited only to questions of law and that questions of fact cannot be entertained, except in certain instances." — This passage states the procedural rule that governed the disposition of the petition, limiting the Court's review to questions of law.

• "A question of law arises when there is doubt as to what the law is on a certain state of facts, while there is a question of fact when the doubt arises as to the truth or falsity of the alleged facts. For a question to be one of law, the same must not involve an examination of the probative value of the evidence presented by the litigants or any of them." — This passage, quoted from Velayo-Fong vs. Spouses Velayo, defines the distinction between questions of law and questions of fact, which was central to the Court's denial of the petition.

• "As the CA correctly discerned, a plain reading of the Authority to Look for Buyer/Buyers reveals that nowhere in the said document is it indicated that the sale of all seven lots was a prerequisite to the payment by petitioners of Yamson's commission." — This passage articulates the Court's alternative ruling on the merits, finding that the written authority did not condition commission on the sale of all seven properties.

• "When the terms of an agreement have been reduced to writing, it is considered as containing all the terms agreed upon and there can be, between the parties and their successors in interest, no evidence of such terms other than the contents of the written agreement." — This passage quotes Section 9, Rule 130 of the Revised Rules on Evidence, which the Court applied to bar petitioners from introducing evidence of alleged unwritten conditions to the broker's commission.

• Reyes vs. Mosqueda, 99 Phil. 241 (1956) — Cited by petitioners to support their argument that a broker must find a buyer willing to purchase on the owner's terms. The Court distinguished this case, noting that the sale there was consummated without the broker's participation and the broker resorted to trickery, unlike the present case where petitioners purposely engaged Yamson as their broker.

• Velayo-Fong vs. Spouses Velayo, 539 Phil. 377 (2006) — Cited as controlling authority for the distinction between questions of law and questions of fact, and the test for determining whether an issue is one or the other.

• Diokno vs. Cacdac, G.R. No. 168475, July 4, 2007, 526 SCRA 440 — Cited for the principle that in a petition for review on certiorari, the Court's power of judicial review is limited to questions of law.

• Tan vs. Gullas, 441 Phil. 622 (2002) — Cited for the principle that the evaluation of witnesses and other pieces of evidence by the trial court is accorded great respect and finality in the absence of any indication that it overlooked certain facts or circumstances of weight and influence.

• Eterton Multi-Resources Corporation vs. Filipino Pipe and Foundry Corporation, G.R. No. 179812, July 6, 2010, 624 SCRA 148 — Cited for the rule that factual findings of the trial court, when adopted and confirmed by the appellate court, are binding and conclusive on the Supreme Court.

• Section 9, Rule 130, Revised Rules on Evidence — Provides that when the terms of an agreement have been reduced to writing, it is considered as containing all the terms agreed upon, and no evidence of other terms can be presented. The Court applied this rule to bar petitioners from introducing evidence of an alleged condition that all seven lots must be sold before Yamson could earn his commission.

• Article 1377, Civil Code — Provides that the interpretation of obscure words or stipulations in a contract shall not favor the party who caused the obscurity. The CA applied this provision against petitioners, who drafted the Authority to Look for Buyer/Buyers.

• Rule 45, 1997 Revised Rules of Civil Procedure — Governs petitions for review on certiorari to the Supreme Court, limiting review to questions of law. The Court applied this rule in denying the petition, as the issues raised were factual in nature.

• Section 13, Article VIII, Constitution — Referenced in the Certification portion of the decision, regarding the consultation requirement before the assignment of the case to the writer of the opinion of the Court's Division.

Presbitero J. Velasco, Jr. (Chairperson), Teresita J. Leonardo-De Castro, Diosdado M. Peralta, and Roberto A. Abad.

N/A — No dissenting opinions were noted in the provided text.