Biglangawa v. Constantino from the sales, in contravention of the agreement.
Hence, there was
August 29, 1960 | Barrera, J. | Partnership - Distinction from Agency
PETITIONERS-APPELLEES: Lucina Biglangawa and Lucia Espiritu
RESPONDENT-APPELLANT: Pastor B. Constantino
SUMMARY: Constantino filed a complaint against Biglangawa and Espiritu
(B&E), alleging that 1) they appointed him as their agent to develop their
property into subdivision lots and sell them, 2) as compensation, they promised
to pay him a commission, and 3) they failed to pay him in accordance with the
agreement. He prayed that they be ordered to pay him the underpayments and
commissions that he was entitled to. While the case was pending, he filed a
notice of lis pendens with the Register of Deeds. Thus, the annotation was
made on B&E’s TCT. B&E filed a petition praying for cancellation of the
notice of lis pendens. This was granted on the ground that the action is a claim
for money judgment, whereas the remedy of a notice of lis pendens may only
be invoked in an action affecting the title or the right of possession of real
property. Constantino appealed, arguing that his suit is one for the settlement
and adjustment of partnership interest, since the agreement whereby he was to
be paid a commission of a percentage on the sales converted him into a partner
and gave him 1/5 participation in the property itself. The SC affirmed the lower
court, noting that in the complaint Constantino referred to himself as an agent,
not a partner; entitled to compensation, not participation, in the form of
commission or fee, not a share. Furthermore, although he claimed to have made
advances for expenses incurred in the development, he did not consider these as
contributions but as indebtedness.
FACTS:
1. Pastor Constantino filed a complaint against Lucina Biglangawa and Lucia
Espiritu in the CFI, alleging as follows:
a. Biglangawa and Espiritu owned a parcel of land and appointed
Constantino as their exclusive agent to develop the area into
subdivision lots and to sell them to prospective homeowners. As
compensation, they promised to pay him a commission of 20% on
the gross sales and a fee of 10% on the collections made by him
payable from "the first collections received from the purchasers in
respect to each lot sold.”
b. Advancing all the expenses incurred in the development and
administration of the project, Constantino caused the subdivision of
said property, advertised the lots for sale, and disposed of more than
half of the entire area. However, Biglangawa and Espiritu paid his
compensation out of 30% only of the gross monthly collections
still a balance on his commissions in the amount of P48,899.20.
c. Later, Biglangawa and Espiritu also terminated the agency in bad
faith. Although they acknowledged their liability to Constantino and
promised to pay him in monthly installments, they did not pay the
full amount of what he should have received.
2. Constantino prayed that Biglangawa and Espiritu be ordered to pay him the
underpayments and the balance of his commissions. While the case was
pending, he filed a notice of lis pendens with the Office of the Register of
Deeds. The Register of Deeds requested Biglangawa and Espiritu to
surrender the TCT for the annotation of lis pendens, but they refused to do
so. However, when Biglangawa and Espiritu registered the deed of sale of
one of the lots of the subdivision, the Register of Deeds made the annotation.
3. Biglangawa and Espiritu filed a petition in the CFI praying for the
cancellation of said notice of lis pendens. The CFI granted the petition,
holding that Constantino’s action is purely and clearly a claim for money
judgment which does not affect the title or the right of possession of real
property. It held that a notice of lis pendens may be invoked as a remedy in
cases where the very lis mota of the pending litigation concerns directly the
possession of, or title to a specific real property.
ISSUE/S:
1. WON the annotation of lis pendens is legal – NO
RATIO:
1.
a. Constantino claims that that the agreement whereby he was to be
paid a commission of 20% on the gross sales and a fee of 10% on
the collections made by him, converted him into a partner and gave
him 1/5 participation in the property itself. Hence, his suit is one for
the settlement and adjustment of partnership interest or a partition
action or proceeding.
i. SC: His theory is neither supported by the allegations of his
complaint nor by the purpose of his action. On the contrary,
he expressly averred that Biglangawa and Espiritu
"appointed [him] their exclusive agent to develop the area,
and as compensation for his services, [they] promised to
pay him a commission of 20% on the gross sales and a fee
of 10% on the collections made by him.” Categorically, he
referred to himself as an agent, not a partner; entitled to
compensation, not participation, in the form of commission
or fee, not a share.
 ii. It is true that in the complaint, Constantino claims to have
made advances for the expenses incurred in the
development and administration of the property. But he
never considered these as contributions  to the business as
to make him a partner; otherwise, he would have so stated
it in his complaint. In fact, after a liquidation of these
advances and the commissions due to appellant at the time
of the termination of the agency, the whole balance was
considered as appellees' indebtedness  which appellant
consented to be settled in monthly installments.
iii. Furthermore, the prayer seeks the recovery of fixed
amounts of underpayments  and commissions and fees, not
liquidation or accounting or partition.