MACTAN-CEBU INTERNATIONAL AIRPORT AUTHORITY VS.

Without a special power of attorney specifying his authority to dispose of an

RICHARD E. UNCHUAN
FACTS: Unchuan filed a complaint for Partial Declaration of Nullity of the Deed
of Absolute Sale against MCIAA. Unchuan alleged, among others, that he was
the legal and rightful owner of Lot No. 4810-A, and Lot No. 4810-B and that he
bought the two lots from the surviving heirs of the registered owner Eugenio
Godinez, through several deeds of absolute sale.
Unchuan further alleged that he came to know that Atanacio Godinez (Atanacio),
the supposed attorney-in-fact of all the registered owners and their heirs, already
sold both lots to Civil Aeronautics Administration (CAA),[19] the predecessor of
MCIAA; that the sale covered by the Deed of Absolute Sale,[20] dated April 3,
1958, was null and void because the registered owners and their heirs did not
authorize Atanacio to sell their undivided shares in the subject lots in favor of
CAA.
MCIAA averred that on April 3, 1958, Atanacio, acting as the representative of
the heirs of Eugenio Godinez, who were the registered owners, sold Lot No.
4810-A and Lot No. 4810-B to the Republic of the Philippines, represented by
CAA. Thereafter, CAA took possession of the said property upon payment of the
purchase price.
RTC: The Deed of Sale signed by Atanacio Godinez alienating the lands
denominated as Lot Nos. 4810-A and 4810-B in favor of Defendant's
predecessor-in-interest as VOID; RTC held that Atanacio was not legally
authorized to act as the attorney-in-fact of his brothers and sisters and to transact
on their behalf because he was not clothed with a special power of attorney
granting him authority to sell the disputed lots. "This lack of authority of
Atanacio Godinez, therefore, has an effect of making the contract of sale between
the parties' predecessors-in-interest as void except perhaps for the share of
Atanacio Godinez which he could very well alienate."
CA: affirmed the RTC decision. The CA explained that Atanacio had no
authority to act as an agent for the other registered owners and their heirs absent
the special power of attorney specifically executed for such purpose as required
in Article 1874 of the New Civil Code.
The OSG argues that "the mere absence of a special power of attorney in favor of
Atanacio Godinez does not necessarily mean that he was not authorized by his
co-owners who even authorized and represented to CAA that Atanacio Godinez
was their attorney-in-fact."[40] "Even granting for the sake of argument that
Atanacio Godinez was not in fact authorized by the other registered co-owners to
execute a deed conveying Lot Nos. 4810-A and 4810-B to CAA, such defect has
nevertheless been cured when his co-owners subsequently executed on
September 17, 1969 a public document denominated as Deed of Partition."
immovable, Atanacio could not be legally considered as the representative of the
other registered co-owners of the properties in question. Atanacio's act of
conveying Lot No. 4810-A and Lot No. 4810-B cannot be a valid source of
obligation to bind all the other registered co-owners and their heirs because he
was not clothed with any authority to enter into a contract with CAA. The other
heirs could not have given their consent as required under Article 1475[50] of the
New Civil Code because there was no meeting of the minds among the other
registered co-owners who gave no written authority to Atanacio to transact on
their behalf. Therefore, no contract was perfected insofar as the portions or
shares of the other registered co-owners or their heirs were concerned.
Thus, the Court cannot give any weight either to the Deed of Partition of Lot No.
4810, Open Cadastre (subsequently executed by all the heirs of Ambrosio and
Sotera Godinez to the effect that they had acknowledged[52] the sale of the
subject lots in favor of CAA) or to other documents (such as Joint Affidavit of
Confirmation of Sale of Alloted Shares Already Adjudicated and Quitclaim of a
Portion of Lot No. 4810, Open Cadastre)[53] all of which gave the impression
that they had ratified[54] the sale of the subject lots in favor of CAA, MCIAA's
predecessor-in-interest.
The rule is that a void contract produces no effect either against or in favor of
anyone and cannot be ratified. Similarly, laches will not set in against a void
transaction, as in this case, where the agent did not have a special power of
attorney to dispose of the lots co-owned by the other registered owners. In fact,
Article 1410 of the Civil Code specifically provides that an action to declare the
inexistence of a void contract does not prescribe.
The transaction entered into by Atanacio and CAA, however, was not entirely
void because the lack of consent by the other co-owners in the sale was with
respect to their shares only in accordance with Art 493.
Although the sale transaction insofar as the other heirs of the registered owners
was void, the sale insofar as the extent of Atanacio's interest is concerned,
remains valid. Atanacio was one of the registered co-owners of the subject lots,
but he was not clothed with authority to transact for the other co-owners. By
signing the deed of sale with the CAA, Atanacio effectively sold his undivided
share in the lots in question. Thus, CAA became a co-owner of the undivided
subject lots. Accordingly, Atanacio's heirs could no longer alienate anything in
favor of Unchuan because he already conveyed his pro indiviso share to CAA.

ISSUE: WON Atanacio was authorized to sell the subject properties. And
whether the lack of authority was cured by the deed of particion.
RULING: There was absolutely no competent evidence to prove that all of the
registered owners of the subject properties gave their consent to the sale through
their attorney-in-fact or that the CAA through its authorized representative gave
his approval to the sale or that there was consideration.

The sale transaction executed between Atanacio, acting as an agent of his fellow
registered owners, and the CAA was indeed void insofar as the other registered
owners were concerned.

They were represented without a written authority from them clearly in violation
of the requirement under Articles 1874 and 1878 of the Civil Code.

The significance of requiring the authority of an agent to be put into writing was
amplified in Dizon v. Court of Appeals:

When the sale of a piece of land or any interest thereon is through an agent, the
authority of the latter shall be in writing; otherwise, the sale shall be void. Thus
the authority of an agent to execute a contract for the sale of real estate must be
conferred in writing and must give him specific authority, either to conduct the
general business of the principal or to execute a binding contract containing
terms and conditions which are in the contract he did execute. A special power of
attorney is necessary to enter into any contract by which the ownership of an
immovable is transmitted or acquired either gratuitously or for a valuable
consideration. The express mandate required by law to enable an appointee of an
agency (couched) in general terms to sell must be one that expressly mentions a
sale or that includes a sale as a necessary ingredient of the act mentioned. For the
principal to confer the right upon an agent to sell real estate, a power of attorney
must so express the powers of the agent in clear and unmistakable language.
When there is any reasonable doubt that the language so used conveys such
power, no such construction shall be given the document.