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Limketkai Sons Milling, Inc. vs. Court of Appeals PDF
Limketkai Sons Milling, Inc. vs. Court of Appeals PDF
*
G.R. No. 118509. December 1, 1995.
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_____________
* THIRD DIVISION.
524
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525
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526
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MELO, J.:
528
529
530
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531
532
vires. This shows that BPI held Aromin out to the public as
the officer routinely handling real estate transactions and,
as Trust Officer, entering into contracts to sell trust
properties.
Respondents state and the record shows that the
authority to buy and sell this particular trust property was
later withdrawn from Trust Officer Aromin and his entire
unit. If Aromin did not have any authority to act as alleged,
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the BPI guards. The letter dated July 9, 1988 from broker
Revilla informing BPI that he had a buyer was addressed
to Aromin. The conference on July 11, 1988 when the
contract was perfected was with Aromin and Vice-
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536
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xxx
537
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538
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entered into.
We cite the findings of the trial court on this matter:
“The Statute of Frauds, embodied in Article 1403 of the Civil Code of the
Philippines, does not require that the contract itself be written. The plain
test of Article 1403, paragraph (2) is clear that a written note or
memorandum, embodying the essentials of the contract and signed by the
party charged, or his agent suffices to make the verbal agreement
enforceable, taking it out of the operation of the statute. (Italics supplied)
xxx
“In the case at bar the complaint in its paragraph 3 pleads that the
deal had been closed by letter and telegram (Record on Appeal, p. 2), and
the letter referred to was evidently the one copy of which was appended
as Exhibit A to plaintiff’s opposition to the motion to dismiss. The letter,
transcribed above in part, together with the one marked as Appendix B,
constitute an adequate memorandum of the transaction. They are signed
by the defendant-appellant; refer to the property sold as a Lot in Puerto
Princesa, Palawan, covered by T.C.T. No. 62, give its area as 1,825
square meters and the purchase price of four (P4.00) pesos per square
meter payable in cash. We have in them, therefore, all the essential
terms of the contract and they satisfy the requirements of the Statute of
Frauds.
([Footnote 26, Paredes vs. Espino, 22 SCRA 1000 [1968]).
540
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Apart from weighing the merits of the evidence of the parties, the
Court had occasion to observe the demeanor of the witnesses they
presented. This is one important factor that inclined the Court to
believe in the version given by the plaintiff because its witnesses,
including hostile witness Roland V. Aromin, an assistant vice-
president of the bank, were straightforward, candid and
unhesitating in giving their respective testimonies. Upon the
other hand, the witnesses of BPI were evasive, less than candid
and hesitant in giving their answers to cross-examination
questions. Moreover, the witnesses for BPI and NBS contradicted
each other. Fernando Sison III insisted that the authority to sell
issued to Mr. Revilla was merely an evidence by which a broker
may convince a prospective buyer that he had authority to offer
the property mentioned therein for sale and did not bind the
bank. On the contrary, Alfonso Zamora, a Senior Vice-President of
the bank, admitted that the authority to sell issued to Mr. Pedro
Revilla, Jr. was valid, effective and binding upon the bank being
signed by two class “A” signatories and that the bank cannot back
out from its commitment in the authority to sell to Mr. Revilla.
While Alfredo Ramos of NBS insisted that he did not know
personally and was not acquainted with Edmundo Barcelon, the
latter categorically admitted that Alfredo Ramos was his friend
and that they have even discussed in one of the luncheon
meetings the matter of the sale of the Pasig property to NBS.
George Feliciano emphatically said that he was not a consultant
of Mr. Ramos nor was he connected with him in any manner, but
his calling card states that he was a consultant to the chairman of
the Pacific Rim Export and Holdings Corp. whose chairman is
Alfredo Ramos. This deliberate act of Mr. Feliciano of concealing
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543
dismantled.
It is the very nature of the deed of absolute sale between
BPI and NBS which, however, clearly negates any
allegation of good faith on the part of the buyer. Instead of
the vendee insisting that the vendor guarantee its title to
the land and recognize the right of the vendee to proceed
against the vendor if the title to the land turns out to be
defective as when the land belongs to another person, the
reverse is found in the deed of sale between BPI and NBS.
Any losses which NBS may incur in the event the title
turns out to be vested in another person are to be borne by
NBS alone. BPI is expressly freed under the contract from
any recourse of NBS against it should BPF’s title be found
defective.
NBS, in its reply memorandum, does not refute or
explain the above circumstance squarely. It simply cites
the badges of fraud mentioned in Oria v. McMicking (21
Phil. 243 [1912]) and argues that the enumeration there is
exclusive. The decision in said case plainly states “the
following are some of the circumstances attending sales
which have been denominated by courts (as) badges of
fraud.” There are innumerable situations where fraud is
manifested. One enumeration in a 1912 decision cannot
possibly cover all indications of fraud from that time up to
the present and into the future.
The Court of Appeals did not discuss the issue of
damages. Petitioner cites the fee for filing the amended
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——o0o——
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