RULING: NO, the circumstances herein do not meet the
minimum legal standards required for the existence of an agency relationship. HOWEVER, following Prats doctrine, on the pure basis of equity, P100,000.00 is in order.
FACTS: This action involves the recovery of an alleged
brokers fee filed by Uniland Resources against DBP. Caltex and DBP are consecutive mortgagees of 2 real properties (an office building lot and a warehouse lot) owned by Marinduque Mining Corporation (MMC) and such facts are annotated on the lots respective titles. Pursuant to Proclamation No. 50, the account of MMC with DBP was transferred to the Assets Privatization Trust (APT). For MMCs failure to pay, Caltex foreclosed its mortgage while APT offered for sale to the public (through DBP) its right of redemption by public bidding. It was agreed among the mortgagees that they shall only entertain bidders who singularly bid for both properties or where there are two simultaneous bids on both lots enough to fully cover the sale. Petitioner, Uniland Resources, sent several letters to DBP requesting accreditation as a broker saying that it had already offered the properties for sale and that one of its clients, Glaxo, Philippines, was an interested prospective buyer. DBP has not given any affirmative reply to any of these letters. The bidding was unsuccessful with only one bidder, Counsel Realty Corp (an affiliate of Glaxo, Philippines), bidding solely for the warehouse lot. DBP realized that it would make a profit if (1) it retrieves the account from APT and (2) redeems both lots from Caltex for itself to later offer the same for sale at a higher price. DBP exercised this option and acquired the lots as its physical assets. The warehouse lot was sold to Clarges Realty Corp. (also an affiliate of Glaxo, Philippines) through bidding while the office building lot was sold to Bank of P.I by way of a negotiated sale. For the office building lot sale, DBP paid a 5% brokers fee to DBP Management Corporation. For the warehouse lot sale, Uniland, petitioner herein, asked DBP for the payment of its brokers fee in allegedly being instrumental in the sale to Clarges Realty Corp. DBP denied the claim which prompted petitioner to file the instant case. The RTC ruled in favor of Uniland Resources. The CA reversed the judgment of the lower court and dismissed the case.
RATIO: Petitioner was never able to secure the required
accreditation from DBP to transact business on behalf of the latter. There was no express reply from the DBP or the APT. From the beginning, petitioner was aware that it had no express authority. As to petitioners implied agency argument under Art. 1869, it submits that it "should have been stopped, disauthorized, and outrightly prevented from dealing the warehouse lot by the DBP. On the contrary, these steps were never necessary. In the course of petitioner's dealings with the DBP, it was always made clear to petitioner that only accredited brokers may look for buyers on behalf of DBP. This is not a situation wherein a third party was prejudiced by the refusal of DBP to recognize petitioner as its broker. The controversy is only between the DBP and petitioner, to whom it was emphasized in no uncertain terms that the arrangement sought did not exist. Article 1869, therefore, has no room for operation in this case. However, the Court recognizes the efforts of petitioner in bringing together DBP and an interested and financially able buyer. While not actively involved in the actual bidding and transfer of ownership of the warehouse property, petitioner may be said to have initiated, albeit without proper authority, the transaction that eventually took place. The Court is also aware that DBP was able to realize a substantial profit from the sale of its two properties. While purely circumstantial, there is sufficient reason to believe that the DBP became more confident to venture and redeem the properties from the APT due to the presence of a ready and willing buyer, as communicated and assured by petitioner. Applying the Prats doctrine, petitioner is entitled to some award. It was petitioner who advised Glaxo, Philippines of the availability of the warehouse property and aroused its interest over the same. Through petitioner, respondent DBP was directly informed of the existence of an interested buyer. Petitioner's persistence in communicating with respondent DBP reinforced the seriousness of the offer. This piece of information no doubt had a bearing on the subsequent decisions made by respondent DBP as regards the disposition of its properties. CA judgment AFFIRMED with modification.