G.R. No. 102417 - FEBRUARY 1993 - PHILIPPINE JURISPRUDENCE CASE NUMBERCASE TITLE G.R. No. 102417February 19, 1993 Marine Culture, Inc. vs. Court of Appeals, et al. G.R. No. 97610February 19, 1993 People of the Philippines vs. Perfecto Briones G.R. No. 97336February 19, 1993 Gashem Shookat Baksh vs. Court of Appeals, et al. G.R. No. 94554February 19, 1993 People of the Philippines vs. Anacleto Colcol, Jr. G.R. No. 87367February 19, 1993 People of the Philippines vs. Peter A. Alfonso G.R. No. 97471February 17, 1993 People of the Philippines vs. Isabelo G. Puno, et al. G.R. No. 96803February 17, 1993 Heirs of the Late Francisco Abueg vs. Court of Appeals, et al. G.R. No. 94733February 17, 1993 Municipality of Biñan, Laguna vs. Court of Appeals, et al. G.R. No. 94012February 17, 1993 Domingo Ramones vs. National Labor Relations Commission, et al. G.R. No. 92009February 17, 1993 Master Iron Labor Union, et al. vs. National Labor Relations Commission, et al. A.C. No. 3294February 17, 1993 Mario S. Mariveles vs. Odilon C. Mallari G.R. No. 44205February 16, 1993 People of the Philippines vs. Gregorio G. Pineda, et al. G.R. No. 102185February 15, 1993 Philtread Tire & Rubber Corp. vs. National Labor Relations Commission, et al. G.R. No. 107036February 9, 1993 Heirs of Jacobo Bolus, et al. vs. Court of Appeals, et al. G.R. No. 106291February 9, 1993 Alfonso C. Bince, Jr. vs. Commission On Elections, et al. G.R. No. 103746February 9, 1993 Republic of the Philippines vs. Court of Appeals, et al. G.R. No. 102356February 9, 1993 Calinico B. Ilogon vs. Sandiganbayan, et al. G.R. No. 101671February 9, 1993 Arturo S. Esteban, et al. vs. Court of Appeals, et al. G.R. No. 98154February 9, 1993 People of the Philippines vs. Fernando W. Waggay, et al. G.R. No. 97827February 9, 1993 University of the Philippines vs. Court of Appeals, et al. G.R. No. 97520February 9, 1993 Leticia Mamansag, et al. vs. National Labor Relations Commission, et al. G.R. No. 97006February 9, 1993 Ernesto F. Roldan, et al. vs. Court of Appeals, et al. G.R. No. 95083February 9, 1993 Santos Guinsatao, et al. vs. Court of Appeals, et al. G.R. No. 92288February 9, 1993 British Airways, Inc. vs. Court of Appeals, et al. G.R. No. 92244February 9, 1993 Natividad Gempesaw vs. Court of Appeals, et al. G.R. No. 91482February 9, 1993 People of the Philippines vs. Julian Rostata, Jr., et al. G.R. No. 83889February 9, 1993 Surigao Century Sawmill, Co., Inc. vs. Court of Appeals, et al. G.R. No. 83436February 9, 1993 People of the Philippines vs. Francisco Ocampo, et al. G.R. No. 83377February 9, 1993 Basilio De Vera, et al. vs. Sps. Mariano Aguilar, et al. G.R. No. 81480February 9, 1993 Stayfast Phils. Corp. vs. Nat'l. Labor Relations Commission, et al. G.R. No. 70174February 9, 1993 Jose Tipait, et al. vs. Juan Y. Reyes, et al. G.R. No. 56279February 9, 1993 Allied Banking Corp., vs. Court of Appeals, et al. G.R. No. 55318February 9, 1993 Angeles Malate, et al. vs. Court of Appeals, et al. G.R. No. 48766February 9, 1993 Godeliva S. Dulay vs. Minister of Natural Resources, et al. A.M. No. P-92-675February 9, 1993 Gloria R. Cabano vs. Evelyn T. Monreal A.M. No. MTJ-91-598February 9, 1993 Cornelio C. Cruz vs. Romulo C. Basa G.R. No. 105775February 8, 1993 Benito D. Chua vs. National Labor Relations Commission, et al. G.R. Nos. 101211-12February 8, 1993 People of the Philippines vs. Carlos Eslaban G.R. No. 100149February 8, 1993 Asian Cons't. And Dev't. Corp. vs. Cons't. Ind. Arbitration Commission, et al. G.R. No. 98414February 8, 1993 First Quezon City Insurance Company, Inc. vs. Court of Appeals, et al. G.R. No. 97493February 8, 1993 Patricio B. Manalastas, et al. vs. Court of Appeals, et al. G.R. No. 96646February 8, 1993 Delfin Palagpag vs. National Labor Relations Commission, et al. G.R. No. 87236February 8, 1993 People of the Philippines vs. Victor C. Taneo, et al. G.R. No. 86134February 8, 1993 Veronica I. Batongbacal vs. Court of Appeals, et al. G.R. Nos. 97437-39February 5, 1993 People of the Philippines vs. Josue Molas G.R. No. 96776February 5, 1993 Pablo Retoni, Jr. vs. Court of Appeals, et al. G.R. No. 90295February 5, 1993 People of the Philippines vs. Benhur A. Tahuyan G.R. No. 86339February 5, 1993 Arturo S. Lagniton, Sr. vs. National Labor Relations Commission, et al. G.R. No. 80223February 5, 1993 B.E. San Diego, Inc. vs. Court of Appeals, et al. G.R. No. 103592February 4, 1993 Irineo F. Llorin, Jr. vs. Court of Appeals, et al. G.R. No. 100188February 4, 1993 Julieta Ilao, et al. vs. Court of Appeals, et al. G.R. No. 99845February 4, 1993 People of Paombong, Bulacan, et al. vs. Court of Appeals, et al. G.R. No. 77875February 4, 1993 Philippine Airlines, Inc. vs. Alberto Santos, Jr., et al. G.R. No. 45998February 4, 1993 Crisanto B. Amores vs. Actg. Com'r. Commission On Audit Misamis Occidental, et Al G.R. No. 97179February 3, 1993 Villa Esperanza Devt. Corp. vs. Court of Appeals, et al. G.R. No. 95296February 3, 1993 Inocencia Ceniza, et al. vs. Court of Appeals, et al. G.R. No. 94128February 3, 1993 People of the Philippines vs. Rosauro San Pedro A.C. No. 2473February 3, 1993 Aurora M. Guiang vs. Leonardo B. Antonio G.R. No. 106208February 2, 1993 Ricardo V. Tugonon vs. Court of Appeals, et al. G.R. No. 101013February 2, 1993 Abraham B. Blancaflor, et al. vs. National Labor Relations Commission, et al. G.R. Nos. 95761-62February 2, 1993 People of the Philippines vs. Teodoro V. Angeles G.R. Nos. 93518-19February 2, 1993 People of the Philippines vs. Felix M. Pacaña G.R. No. 87085February 2, 1993 People of the Philippines vs. Manolito Tolentino. et al. G.R. No. 102570February 1, 1993 St. Gothard Disco Pub, et al. vs. National Labor Relations Commission, et al. G.R. No. 101983February 1, 1993 Honorio Bulao vs. Court of Appeals, et al. G.R. Nos. 99338-40February 1, 1993 Heirs of Nicolas Y. Orosa, et al. vs. Eutropio Migrino, et al. G.R. No. 96227February 1, 1993 Telesforo Opena vs. Court of Appeals, et al. G.R. No. 92859February 1, 1993 San Miguel Corp. vs. Reynaldo R. Ubaldo, et al. G.R. No. 90707February 1, 1993 Onapal Philippines Commodities, Inc. vs. Court of Appeals, et al. The Lawphil Project - Arellano Law Foundation, Inc. Marine Culture, Inc. vs. Court of Appeals, et al. People of the Philippines vs. Perfecto Briones Gashem Shookat Baksh vs. Court of Appeals, et al. People of the Philippines vs. Anacleto Colcol, Jr. People of the Philippines vs. Peter A. Alfonso People of the Philippines vs. Isabelo G. Puno, et al. Heirs of the Late Francisco Abueg vs. Court of Appeals, et al. Municipality of Biñan, Laguna vs. Court of Appeals, et al. Domingo Ramones vs. National Labor Relations Commission, et al. Master Iron Labor Union, et al. vs. National Labor Relations Commission, et al. Mario S. Mariveles vs. Odilon C. Mallari People of the Philippines vs. Gregorio G. Pineda, et al. Philtread Tire & Rubber Corp. vs. National Labor Relations Commission, et al. Heirs of Jacobo Bolus, et al. vs. Court of Appeals, et al. Alfonso C. Bince, Jr. vs. Commission On Elections, et al. Republic of the Philippines vs. Court of Appeals, et al. Calinico B. Ilogon vs. Sandiganbayan, et al. Arturo S. Esteban, et al. vs. Court of Appeals, et al. People of the Philippines vs. Fernando W. Waggay, et al. University of the Philippines vs. Court of Appeals, et al. Leticia Mamansag, et al. vs. National Labor Relations Commission, et al. Ernesto F. Roldan, et al. vs. Court of Appeals, et al. Santos Guinsatao, et al. vs. Court of Appeals, et al. British Airways, Inc. vs. Court of Appeals, et al. Natividad Gempesaw vs. Court of Appeals, et al. People of the Philippines vs. Julian Rostata, Jr., et al. Surigao Century Sawmill, Co., Inc. vs. Court of Appeals, et al. People of the Philippines vs. Francisco Ocampo, et al. Basilio De Vera, et al. vs. Sps. Mariano Aguilar, et al. Stayfast Phils. Corp. vs. Nat'l. Labor Relations Commission, et al. Jose Tipait, et al. vs. Juan Y. Reyes, et al. Allied Banking Corp., vs. Court of Appeals, et al. Angeles Malate, et al. vs. Court of Appeals, et al. Godeliva S. Dulay vs. Minister of Natural Resources, et al. Gloria R. Cabano vs. Evelyn T. Monreal Cornelio C. Cruz vs. Romulo C. Basa Benito D. Chua vs. National Labor Relations Commission, et al. People of the Philippines vs. Carlos Eslaban Asian Cons't. And Dev't. Corp. vs. Cons't. Ind. Arbitration Commission, et al. First Quezon City Insurance Company, Inc. vs. Court of Appeals, et al. Patricio B. Manalastas, et al. vs. Court of Appeals, et al. Delfin Palagpag vs. National Labor Relations Commission, et al. People of the Philippines vs. Victor C. Taneo, et al. Veronica I. Batongbacal vs. Court of Appeals, et al. People of the Philippines vs. Josue Molas Pablo Retoni, Jr. vs. Court of Appeals, et al. People of the Philippines vs. Benhur A. Tahuyan Arturo S. Lagniton, Sr. vs. National Labor Relations Commission, et al. B.E. San Diego, Inc. vs. Court of Appeals, et al. Irineo F. Llorin, Jr. vs. Court of Appeals, et al. Julieta Ilao, et al. vs. Court of Appeals, et al. People of Paombong, Bulacan, et al. vs. Court of Appeals, et al. Philippine Airlines, Inc. vs. Alberto Santos, Jr., et al. Crisanto B. Amores vs. Actg. Com'r. Commission On Audit Misamis Occidental, et Al Villa Esperanza Devt. Corp. vs. Court of Appeals, et al. Inocencia Ceniza, et al. vs. Court of Appeals, et al. People of the Philippines vs. Rosauro San Pedro Aurora M. Guiang vs. Leonardo B. Antonio Ricardo V. Tugonon vs. Court of Appeals, et al. Abraham B. Blancaflor, et al. vs. National Labor Relations Commission, et al. People of the Philippines vs. Teodoro V. Angeles People of the Philippines vs. Felix M. Pacaña People of the Philippines vs. Manolito Tolentino. et al. St. Gothard Disco Pub, et al. vs. National Labor Relations Commission, et al. Honorio Bulao vs. Court of Appeals, et al. Heirs of Nicolas Y. Orosa, et al. vs. Eutropio Migrino, et al. Telesforo Opena vs. Court of Appeals, et al. San Miguel Corp. vs. Reynaldo R. Ubaldo, et al. Onapal Philippines Commodities, Inc. vs. Court of Appeals, et al. The Lawphil Project - Arellano Law Foundation, Inc.
Republic of the Philippines
SUPREME COURT
Manila
FIRST DIVISION
G.R. No. 102417 February 19, 1993
MARINE CULTURE, INC.,petitioner,
vs.
THE HON. COURT OF APPEALS and ALFREDO CORONEL,respondents.
Pompeyo L. Bautista for petitioner.
Jose G. Yatco for private respondent.
GRIÑO-AQUINO,J.:
An appeal byCertiorarifrom the decision of respondent Court of Appeals (CA-G.R. CV No. 22805) affirming with modification the judgment of the Regional Trial Court of Malolos, Bulacan, Branch 14 (Civil Case No. 8155-M), which ordered petitioner Marine Culture, Inc. to pay the private respondent Alfredo Coronel the unpaid balance, in the sum of P49,000.00, of his commission for his successful efforts in leasing petitioner's fishpond in San Nicolas, Bulacan, Bulacan, to Messrs. Rufino Reyes and Victorino Ramos.
As found by the Appellate Court, the facts are as follows:
In his complaint, plaintiff Alfredo Coronel alleges that the defendant, Marine Culture, Inc., hired his services as agent for looking and negotiating for the lease, operation or management of a fishpond in San Nicolas, Bulacan, Bulacan, "as per contract" (a copy of which is attached as Annex A to the complaint), for a consideration or commission of P50,000.00; that "through the sole efforts and expenses of plaintiff," the said fishpond "was transferred and/or given in management and operation to a person with whom defendant entered into an agreement;" that out of the agreed commission of P50,000.00, the defendant paid plaintiff only P1,000.00, thereby leaving an unpaid balance of P49,000.00; and that despite repeated demands made by plaintiff on defendants, the latter has failed/refused to pay to the former the said unpaid balance. Hence, plaintiff further alleges, he had to file the present action and had to incur expenses of collection and litigation in the amount of P20,000.00 and had to hire the services of counsel for the amount of P15,000.00. Plaintiff prays for the recovery from defendant of the sum of P49,000.00 with interest of 12% per annum from April 14, 1985 until fully paid, P20,000.00 for collection and litigation expenses, P15,000.00 as attorney's fees, and the costs of the suit.
In its Answer, defendant allegedinter aliathat it had no contract of whatsoever nature with plaintiff and therefore no contractual relation exists between them; that plaintiff's cause of action is unenforceable under the Statute of Frauds; that under its by-laws and articles of incorporation, it can enter into contracts involving the assumption of obligations or the payment of sums of money only through its officers as specifically authorized by its board of directors, and the actionable document (Annex A) of the complaint is not a contract entered into by any duly authorized officer of the defendant; and that grantingarguendothat said contract was entered into by Mr. Danilo Dg. Tobias, the former manager of defendant, yet the fact is that Mr. Tobias was never authorized by defendant's board of directors to enter into any agreement with the plaintiff for the purpose alleged in the complaint.
The trial court made the following factual findings: (1) On October 29, 1979, at the special meeting of the stockholders and board of directors of defendant corporation, a resolution was adopted empowering the general manager of defendant corporation, Mr. Tobias, to make the necessary action which he deems vital and important and to make suggestions and recommendations to the board which he feels will help improve and/or materialize its goal. (2) On the basis of said power, Mr. Tobias authorized plaintiff to look for leases of the fishpond owned by the defendant at P1,650,000.00 for which plaintiff will receive a commission of P50,000.00. (3) Plaintiff was able to negotiate the lease of the fishpond to Rufino Reyes and Victorino Ramos, and the corresponding lease contract was executed between defendant and Messrs. Reyes and Ramos. (4) Upon plaintiff's demand, he was given only P1,000.00 of the agreed P50,000.00 commission leaving a balance of P49,000.00. The trial court concluded that under the above-mentioned resolution, Mr. Tobias "was given the discretion to act in behalf of the corporation on matters which he deems vital and important," and the leasing of the fishpond of the corporation "is vital and important because it would earn millions of peso[s] for the corporation as in fact it has;" and that such authority given to Mr. Tobias "must be held valid and binding between plaintiff and defendant for to hold otherwise would cause great injustice to the plaintiff who made defendant richer by the millions."
Accordingly, [on January 31, 1989], judgment was rendered,viz.:
WHEREFORE, judgment is rendered, ordering defendant Marine Culture, Inc. to pay the plaintiff P49,000.00 with legal interest of 12% from April 14, 1985 until the same is fully paid; P10,000.00 litigation expenses; P15,000.00 attorney's fee. (p. 31-32,Rollo).
From said decision, petitioner appealed to the Court of Appeals which, on September 26, 1991, affirmed the trial court's judgment but modified it by deleting the award of P10,000.00 as litigation expenses to the private respondent.
The lone issue in this petition for review of the appellate court's decision is whether or not Danilo Tobias had authority to engage the private respondent as agent, for a commission of P50,000.00, to find a lessee/lessees of the petitioner's fishpond.
The pertinent provision of the resolution dated October 29, 1979 of the petitioner's Board of Directors reads:
RESOLVED, further that as such General Manager of the Corporation, Mr. [Danilo] Tobias is empowered to make the necessary action which he deems vital and important; make suggestions and recommendations to the Board which he feels will help improve and/or materialize its goal. (p. 21,Rollo)
On the basis of that resolution, Tobias contracted the services of private respondent as follows:
August 21, 1984
Sa Kinauukulan,
Binibigyan ko ng karapatan si Alfredo Coronel na ipabuwis ang palaisdaan sa halagang, isang milyon at anim na raan at limanpung libo (P1,650,000.00) piso.
Porsiyento-limanpung libo (P50,000.00) piso.
Salamat.
Gumagalang,
(Sgd.)
Danilo Tobias
GEN. MRG. MCI (p. 33,Rollo).
Private respondent is clearly entitled to his commission. As noted by the trial court and the appellate court:
. . . the aforementioned Resolution adopted by defendant's Board of Directors on October 29, 1979, is sufficient for the purpose of making the agreement signed by Mr. Tobias on August 21, 1984, binding on defendant, as the said agreement involves something which is "vital and important" to defendant, and this is all that is required under the cited Resolution, in order that the general manager of defendant may validly make any necessary action binding on defendant.
Moreover, the issue concerning the requirement of a special power of attorney under the above-cited provisions of the Civil Code is being raised for the first time in the appeal before Us. It was not raised as a defense in the Answer nor in any other pleading before the trial court. It is the rule that issues not raised in the trial court cannot be raised for the first time on appeal. (Garcia vs. Court of Appeals, 102 SCRA 597; Matienzo vs. Sevidad, 107 SCRA 276.) For it would indeed be unfair to the adverse party if an entirely new issue is raised on appeal as it had no opportunity to counteract this new issue. (Anchuelo vs. IAC, 147 SCRA 434.) (pp. 33-34,Rollo).
Furthermore, since the petitioner benefitted from the services of the private respondent because it was able to lease its fishpond to Rufino Reyes and Victorino Ramos for the desired price, it is but fair that it should pay for those services. It may not unjustly enrich itself at the expense of the private respondent.
WHEREFORE, the petition for review of the decision of the Court of Appeals in CA-GR CV No. 22805 is DENIED for lack of merit.
SO ORDERED.
Cruz, Bellosillo and Quiason, JJ., concur.