ANTONIO E.

PRATS, doing business under the name of Philippine Real Estate

Exchange vs. HON. COURT OF APPEALS, ALFONSO DORONILLA and
PHILIPPINE NATIONAL BANK

G. R. No. L-39822 January 31, 1978

Facts:

Alfonso Doronilla is the registered owner of a 300-hectare land in Montalban, Rizal.

He forsome time tried to sell the land and designated several agents.

July 3, 1967: Doronilla offered the property to SSS for the price of P4.00 per sq.m.

July 17, 1967: SSS Chairman, Mr. Ramon G. Gaviola, Jr. Acknowledge the offer
together with some clarifications regarding the total area of the property, a request to
secure NAWASA certification and a counter offer of P3.25 per sq.m.

July 19, 1967: Doronilla perested the NAWASA certification and accepter the counter
offer of P3.25 per sq.m.

August 10, 1967: SSS Chairman Gaviola, Jr. Informed Doronilla that the offer to sell
the property at P3.25 per sq.m. has been submitted to the SSS Administrator subject
for study and comment.

6 months later, the sale with SSS had not yet materialized.

February 14, 1968: Doronilla granted Antonio Prats, who is doing realty business
under the trade name “Phillippine Real Estate Exchange“, an exclusive 60-day option to
and authority to sell the property. Prats shall be entitiled to a commission of 10%
based on P2.10 per sq.m or at any price finally agreed upon by the buyer and seller;
and if the property be sold over and above P3.00 per sq.m., the excess shall be
credited and paid to Prats in addition to his 10% commission. It was also agreed that
the authority shall expire and become null and void if no written offer was made to
Doronilla until the last day of the authorization.

February 23, 1968: Prats offered the property to the Presidential Housing Commission
for its low housing program. The Commission then suggested that the property be
offered to SSS.

February 27, 1968: SSS invited Doronilla to meet on March 4 at 10 am to discussed

the sale of the property. Which Doronilla responded that should the SSS wish to
acquire the property they should communicate with Prats who has the exclusive
option and authority to negotiate the property on behalf of him.
March 16, 1968: Prats wrote a letter to the SSS regarding their invitation to Doronilla.
Having the exclusive option and authority to negotiate, he is willing to sit with the
officials of the SSS to negotiate the said property.

The authority expired on 18 April 1968 but was extended for another 30-days.Prats
took diligently took steps to discuss the sale of the property to SSS.

May 6, 1968: Prats made a written formal offer of the land to SSS at P6.00 per sq. m.

May 17, 1968: SSS through a telegram informed Doronilla that they are considering
the purchase of the land.

May 18, 1968: Prats wrote a letter to Doronilla assuring him that the company would
do its very best to complete the negotiation for the sale of the peoperty within the 15-
day extension granted accorting to Par. 3 of the option agreement. That same day,
Prats also informed Doronilla about an offer to buy the property for Php
4.50 per sq. m.

May 30, 1968: Prats informed Doronilla that the SSS agreed to purchase the property .

June 6, 1968: Doronilla terminated Prat’s authority to sell the land, since he did not receive
any offer to purchase the land during the 60-day authorization nor even the 30-day
extionsion from April 18 nor even the 15-day grace period.

June 19, 1968: Doronilla renewed his offer to SSS.

July 30, 1968: Sale has been finalized with SSS at its original counter-offer of P3.25
per sq. m (That around Php 9,750,00)

Thereafter, Prats billed Doronilla for professional service amounting to Php1,380,000.

Doronilla refused to pay claiming that the transaction with SSS was directly caused
by him and not by the Philippine Real Estate Exchange.

Issue: Whether Prats is the efficient procuring cause of the sale between SSS and
Doronilla and therefore entitiled to compensation.

Held:

NO, Prats is not the efficient procuring cause of bringing about the sale. Based on the
factual finding of the court the SSS officials never wanted to be in anyway guided by
or otherwise subject to, the mediation or intervention of Prats relative to the
negotiation for the purchase of the proerty. Basis for this:

1. In a telephone call made by Prats to SSS, Mr. Teodoro requsted him not to be
present in the meeting with Doronilla.
 2. Offer cummunicated by Prats to Doronilla regarding one buyer who wishes
to purchase the property at P4.50 sq.m. - shows his lack of intervention in the
negotiation between the SSS and Doronilla.

3. The offer made by Prats to SSS was for P6.00 per sq.m. and the final sale
was executed at P3.25 per sq.m which is the initial counter offer of the SSS
directly to Doronilla prior to the employment of Prats.

Nevertheless, based of the principle of EQUITY, the court found that Prats diligently
took steps to bring back together his principal - Doronollo, and the prospective buyer-
SSS back to the transaction table.

Communicated with the Office of the Presidential Housing Commissionoffering the

property.

Commission suggested that the property be offered directly to the SSS.-

March 16, 1968 letter regarding SSS invitation to Doronilla where Prats express his
willingness to sit with the officers to negotiate the property.
May 6, 1968 formal written offer by Prats to the SSS

Prats and his witness Raagas testified that Prats had several dinner and lunch meetings
withDoronila and/or his nephew, Atty. Manuel D. Asencio, regarding the progress of
the negotiationswith the SSS.

Prats therefore, maybe granted relief in equity because of his efforts (P100,000)