G.R. No. 220785 - Ticong vs. Malim

Case Summary (G.R. No. 220785)

Factual Background

The dispute arose from the sale of several parcels of land in Digos, Davao del Sur, aggregating five thousand square meters and covered by TCT Nos. T-11244, T-11246, T-18686 and T-18687. Manuel A. Malim purportedly acted as the Ticongs’ agent and, with the concurrence of Lorenzo Ticong, sent a February five, two thousand letter of formal intent to Jainus C. Perez, representative of the Church of Jesus Christ of Latter-Day Saints (the Buyer), offering the properties at P2,000.00 per square meter. The parties executed a MOA authorizing the respondents to “look, negotiate, and sell” the lots and permitting the respondents to charge an “overprice” above a P900.00 per square meter net asking price. The lots were ultimately sold at P1,460.00 per square meter for a total purchase price of P7,300,000.00. The respondents claimed entitlement to an overprice commission of P2,800,000.00 based on a P560.00 per square meter overprice, less partial payments received. The Ticongs contended that the respondents were not licensed brokers, that they prepared the MOA, that they did not procure the ultimate sale, and that they had already been paid amounts totaling P225,000.00.

Trial Court Proceedings

The plaintiffs–respondents sued before the RTC for collection of money, damages and attorney’s fees. The RTC found the MOA valid, rejected allegations of fraud in its execution, and concluded that the respondents were the procuring cause of the sale. The RTC ordered the Ticongs to pay jointly and solidarily P2,750,000.00 with interest from April 2001 until fully paid, and awarded P100,000.00 as attorney’s fees, while denying moral and exemplary damages.

Court of Appeals Proceedings

The Ticongs appealed to the Court of Appeals, which affirmed the RTC decision with modification. The CA held that lack of a real estate broker’s license did not void the MOA and that the respondents were the procuring cause of the sale. The CA found that the MOA entitled the respondents to the overprice of P560.00 per square meter, amounting to P2,800,000.00, but deleted the RTC’s award of attorney’s fees for lack of basis. The CA thus denied the appeal and ordered judgment accordingly.

Issues Presented to the Supreme Court

The consolidated petitions principally raised whether the respondents were the procuring cause of the sale and therefore entitled to the overprice commission under the MOA. Secondary issues included whether the awarded overprice was excessive given the respondents’ alleged lack of brokerage licenses, and procedural defects in the petition in G.R. No. 222887 concerning timeliness and Verification and Certification of Non-Forum Shopping.

Petitioners’ Contentions

The petitioners argued that the respondents’ initial efforts did not cause the consummation of the sale. They emphasized that follow-up efforts by Wilma T. Lao with the Buyer failed due to adverse soil test and survey results, that the Ticongs instituted a suit for specific performance to achieve the sale, and that such suit constituted a break in the continuity of events begun by the respondents. The petitioners therefore maintained that, at most, the respondents were entitled only to the five percent Broker’s Finder’s Fee in the MOA, not the full overprice. They also argued that the respondents were not licensed brokers and that the CA ignored undisputed facts and clear MOA provisions.

Respondents’ Contentions

The respondents maintained that they were the efficient procuring cause of the sale. They relied on documentary proof including the February five, two thousand letter of intent signed by Malim with the conformity of Lorenzo Ticong, a letter dated April fifteen, two thousand wherein the Ticongs recognized the respondents as sole agents, and an acknowledgment receipt dated March thirty, two thousand one reflecting a P50,000.00 partial payment for commission. The respondents urged that their persistent negotiations and follow-ups led to the Buyer’s awareness of the properties and to the eventual sale, and that the MOA expressly authorized overprice commissions.

The Supreme Court’s Disposition

The Court denied the consolidated petitions and affirmed the CA decision, subject to the deduction of amounts already paid by the Ticongs to the respondents. The Court also affirmed the CA’s deletion of the award of attorney’s fees. The Court ordered interest at twelve percent per annum from April 2001 until June 30, 2013, and at six percent per annum from July 1, 2013 until full satisfaction. The Court noted that the petition in G.R. No. 222887 was filed late and contained a defective Verification and Certification of Non-Forum Shopping, but proceeded to resolve the merits.

Legal Basis and Reasoning

The Court reiterated the Rule 45 doctrine that only questions of law are cognizable in petitions for review on certiorari, and that findings of fact are generally beyond the Court’s review. The Court evaluated whether the respondents constituted the procuring cause of the sale. Citing Medrano v. Court of Appeals and related authorities, the Court explained that a broker is the procuring cause when the broker’s efforts originate a continuous series of events that result in the sale to a purchaser ready, willing and able to buy on the owner’s terms. The Court found that the respondents had effected or set in motion the sale by: sending a formal letter of intent on February five, two thousand; being expressly recognized by the Ticongs as sole agents in an April fifteen, two thousand letter; the testimony of a Ticong employee that the respondents negotiated with the Buyer; the March thirty, two thousand one acknowledgment of partial commission payment; and the testimony of Malim describing sustained follow-ups by letters and telephone calls. The Court held that these facts established a close, proximate and causal connection between the respondents’ efforts and the sale, making them entitled to commission.

On the contract question, the Court construed paragraphs three, four and five of the MOA as authorizing an overprice above P900.00 per square meter and affirming

Case Syllabus (G.R. No. 220785)

Parties and Procedural Posture

Ma. Lorena Ticong filed a petition for review on certiorari under Rule 45, Rules of Court assailing the Court of Appeals' decision that affirmed in part the Regional Trial Court judgment ordering payment of an overprice commission to the respondents.
Patrocinio S. Ticong and Wilma T. Lao filed a separate petition for review on certiorari under Rule 45, Rules of Court raising substantively similar claims and later consolidated with G.R. No. 220785.
Manuel A. Malim, Minda Abangan, and May Macal were the plaintiffs in the action below and are the respondents in the petitions before the Supreme Court.
The consolidated petitions challenged the Court of Appeals' May 27, 2015 Decision and its September 23, 2015 and January 12, 2016 Resolutions in CA-G.R. CV No. 01838-MIN, which affirmed the RTC decision of December 3, 2007 with modification.
The Supreme Court denied the petitions and affirmed the Court of Appeals' decision, subject to deductions for amounts already paid and adjustments to the award's interest, and ordered deletion of attorney's fees as already effected by the Court of Appeals.

Factual Background

The respondents alleged that they were engaged as realty brokers and that a Memorandum of Agreement authorized them to look for, negotiate, and sell the Ticongs' lots on a commission basis and to charge an overprice above a net asking price of P900.00 per square meter.
The respondents sent a letter of formal intent dated February 5, 2000 to the Buyer's representative offering the subject properties at P2,000.00 per square meter and the letter bore the conformity signature of Lorenzo Ticong.
The subject properties consisted of several lots totaling five thousand square meters and were ultimately sold to the Buyer at P1,460.00 per square meter for a total purchase price of P7,300,000.00.
The respondents claimed entitlement to P2,800,000.00 as overprice commission based on P560.00 per square meter over the P900.00 net asking price, and alleged that only P50,000.00 had been paid with the remainder refused despite demands.
The Ticongs denied that the respondents were entitled to the overprice commission, alleged lack of comprehension in executing the MOA, denied that the respondents were licensed brokers, and asserted that the respondents had received up to P225,000.00 in total payments.

Procedural History

The respondents filed a complaint with the Regional Trial Court, Branch 11, Davao City for collection of sum of money, damages, and attorney's fees.
The RTC rendered judgment on December 3, 2007 declaring the MOA valid, finding the respondents to be authorized brokers, and awarding P2,750,000.00 with interest and P100,000.00 as attorney's fees.
The Ticongs appealed to the Court of Appeals, which issued a May 27, 2015 Decision affirming the RTC's finding of procuring cause and entitlement to the overprice, and modifying the judgment by deleting attorney's fees.
Motions for reconsideration filed by Ma. Lorena Ticong, Patrocinio S. Ticong, and Wilma T. Lao were denied by the Court of Appeals in its September 23, 2015 and January 12, 2016 Resolutions respectively.
The consolidated petitions for review on certiorari under Rule 45 were filed with the Supreme Court, and the petitions were consolidated by the Supreme Court prior to final disposition.

Issues Presented

The pivotal issue was whether the respondents were the efficient procuring cause of the sale of the Ticongs' lots to the Buyer and were therefore entitled to the overprice commission stated in the MOA.
Secondary issues included whether the MOA was valid and binding despite the respondents' alleged lack of broker licenses and whether attorney's fees were properly awarded.

Contentions of the Parties

Ma. Lorena Ticong, Patrocinio S. Ticong, and Wilma T. Lao contended that the respondents were not the efficient procu