B2022 REPORTS ANNOTATED
Macondray & Co. vs. Sellner Macondray & Co. vs. Sellner
I. Recit-ready summary
Sellner sold a land to Macondray & Co. Inc. Subsequently, the Company
became dissatisfied with the purchase and requested Sellner to find another
purchaser. They agreed that the land will be dispose for P17,175 and
anything over that amount will be Sellner’s commission. Eventually, Sellner
informed the Company that Barretto was willing to purchase the land for
P18,892.50 but in a condition that he will be given the opportunity to
examine the title and certificate of the land.
Subsequently, the Company informed Sellner that he should consummate
the sale and remit the payment until the afternoon.Unfortunately, since
Barretto was not able to examine the documents, no payment was remitted.
That is why Young, the Company’s manager, informed Sellner that the sale
was already cancelled. However, despite the cancellation, Sellner still asked
Barretto to pay for the purchase price of the land. Thus, after receiving
Barretto’s check, Sellner offered to pay the Company amounting to P17,175
but Young refused. Because of this, the Company filed a case against
Sellner to recover damages it suffered because of the sale.
The issue in this case is that W/N Sellner is entitled to the commission even
though the sale was cancelled by the Company. The Court ruled that even
though the Company has the power to terminate the sale, there can be no
question as to the liability of the Company to Sellner for the amount of the
commission since the business of a real estate broker or agent, generally, is
only to find a purchaser, and the settled rule is that in the absence of an
express contract between the broker and his principal, the broker becomes
entitled to the usual commissions whenever he brings to his principal a
party who is able and willing to take the property and enter into a valid
contract upon the terms then named by the principal. Thus, it will be a great
injustice to Sellner if the Company will not pay him the commission that
they agreed upon.
G.R. NO: 177056
ARTICLE; TOPIC OF CASE:
VOL 32 [August 6, 1991]
II. Facts of the case
George Sellner (Sellner), a real state broker sold a parcel of land to
Macondray & Co. (the Company) for P17,175. While the formal deed of
sale was executed and accepted, the land was flooded by high tides. The
Company became dissatisfied with its purchase. When the final transfer was
made, the company informed Sellner that the land was not suited for a coal-
yard for which it had been purchased, and requested him to find another
purchaser.
Sellner and the company agreed that the latter was willing to dispose of the
land for P17,175, and that the defendant was to have his commission for
securing a purchaser anything over that amount.
Sellner found Antonion Barretto who was willing to pay P18,892.50 for the
land with the condition that he will first examine the title and the deed.
Before Barretto could even examine the title, he was compelled to go to
Tayabas on business and was detained by a typhoon which delayed his
return.
The Company, upon being notified of Barretto’s situation advised Sellner to
immediately consummate the sale and collect the purchase price. On
Barretto’s arrival and after Sellner informing him of the Company’s desire
to close the transaction at once. However, at this time Barreto was really
tired from his trip and promised to get back to Sellner as soon as possible.
He assured Sellner that he would send the check in a day or two if he found
the documents in proper shape.
Sellner reported this assurances to Young, the company’s general manager
and representative. Young formally notified Sellner that unless the purchase
price was paid before 5pm of that same afternoon then the deal is off.
Sellner called Barretto and the latter promised to send in the check after he
receives the Torrens Certificate of Title. Sellner did not obtain the title until
36 hours later. Young refused to accept the check and thereafter filed this
action, claiming that the sale had been cancelled upon failure to turn over
the purchase price.
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DIGEST MAKER:
 B2022 REPORTS ANNOTATED
Macondray & Co. vs. Sellner
III. Issue/s
1. W/N Sellner is entitled to the commission even though the
Company cancelled the Sale
IV. Ratio/Legal Basis
The Court ruled that it is very clear that the Company agreed to sell the land
to Baretto for P18,892.50 and that Barretto agreed to buy the land at
that price with the condition that he will first examine the title and the
certificate of the land. The Court further noted that the Company did
not give enough reason nor has any reason for setting up a deadline for
the payment of the land.
Even though the Court does not question the general doctrine as to the
power of a principal to revoke the authority of his agent at will, in the
absence of a contract fixing the duration of the agency the Court believed
that whatever may be the view which should taken as to the right of the
Company to terminate the negotiations for the sale of the property to
Barretto, there can be no question as to the liability of the Company to
Sellner for the amount of the commission which it agreed to pay him should
he find a purchaser for the land at the price agreed upon in his agency
contract.
The business of a real estate broker or agent, generally, is only to find a
purchaser, and the settled rule as stated by the courts is that, in the
absence of an express contract between the broker and his principal,
the implication generally is that the broker becomes entitled to the
usual commissions whenever he brings to his principal a party who is able
and willing to take the property and enter into a valid contract upon the
terms then named by the principal, although the particulars may be arranged
and the matter negotiated and completed between the principal and the
purchaser directly.
G.R. NO: 177056
ARTICLE; TOPIC OF CASE:
VOL 32 [August 6, 1991]
Macondray & Co. vs. Sellner
It would be the height of injustice to permit the principal then to withdraw
the authority and terminate the agency as against an express provision of the
contract, and perchance reap the benefit of the agent's labors, without being
liable to him for his commissions.
Lastly, the Court noted that the sudden cancellation of the sale by the
Company is to be considered as arbitrary since there was no reason given
by the Company to justify the cancellation. The Court also noted that based
on jurisprudence Barretto is entitled to examine the title and certificate of
the land for a reasonable time. Thus, it is very clear that the Company
cannot cancel the sale since it will arbitrarily deprive Barretto the
opportunity to make such examination of the documents.
And since it is clear that Sellner is entitled to his commission, offsetting this
commission against the unpaid balance of the market value of the land, will
not make the Company entitled to any money judgment against Sellner.
Thus, because of this, the Court ruled that Sellner is entitled to the
commissions as stipulated and that the Company has no cause of action for
monetary damages against Sellner.
V. Disposition
Judgment of the lower court reversed and the complaint dismissed
with costs against plaintiff company
VI. Notes
Market Value- price which the property will bring in a fair market after
fair and reasonable efforts have been made to find a purchaser who will
give the highest price for it.
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