Obligations and Liabilities of the Principal – Compensate G.R. No. L-9184 – Macondray v. Sellner (February 2, 1916 Carson, J. Sellner sold a parcel of land to Macondray & Co. Unsatisfied with the purchase, Macondray told Sellner to find a buyer and sell it at the price Macondray bought it for. All excess proceeds would belong to Sellner as commission. commission. Sellner found a buyer who would buy it at a higher price. owe!er, owe!er, during negotiations, negotiations, the buyer needed time to examine the documents for him to accept the land. Macondray pressured Sellner to close the deal as soon as possible. e said that if the price was not paid on a certain day, the sale sale is off. off. Sellner Sellner tendered tendered the price " days days after after the deadline. deadline. Macondra Macondray y now sues Sellner Sellner for unauthori#ed sale and for damages.
!"#$R%N& $he business of a real estate bro%er or agent, generall y, is only to find a purchaser, and the settled rule as stated stated by the courts is that, in the absence of an express express contract between bro%er and his principal, principal, the implic implicati ation on general generally ly is that that the bro'er becoe) en*+*led *o *e u)ual co+))+on) enever e br+n) *o +) /r+nc+/al a /ar*y o +) able and +ll+n *o *a'e *e /ro/er*y and en*er +n*o a val+d con*rac* con*rac* u/on *e *er) *en naed by *e /r+nc+/al /r+nc+/al,, although the particulars may be arranged and the matter negotiated and completed between the principal and the purchaser directly.
F0#$S . Sellner, Sellner, a real estate estate bro%er, bro%er, sold a parcel of land to the company company Macondray Macondray & Co., 'nc. for (),)*. (),)*. a. $he $he land land was was flood flooded ed by high high tide tides s and and Maco Macond ndray ray becam became e high highly ly diss dissat atis isfi fied ed with with its its purchase. b. Macondray Macondray informed informed Sellner Sellner that the the land was not suited suited for for use as a coal+yard, coal+yard, the purpose purpose for which it had been b ought, and reuested the latter to find another buyer. c. $he land was to be sold sold at the price price Macondray Macondray purchased purchased it for, for, and exceed exceed proceeds proceeds would ser!e as Sellner-s commission. ". Sell Sellner ner inform informed ed Maco Macond ndray ray that he found found a buyer buyer Anto Antoni nio o /arr /arret etto to,, who who was was will willin ing g to pay (0,01".*2, or (".)*3s. m. a. Maco Macondr ndray ay exec execut uted ed a form formal al deed deed of con! con!ey eyanc ance e and and deli deli!e !ere red d this this toge togeth ther er with with the the certificate of title to Sellner on the understanding that the latter would deli!er these to /arretto, conclude the sale, and recei!e the purchase p rice. 4. /arretto /arretto agreed to accept accept the land land on the condition condition that he finds finds the title title and deed satisfact satisfactory ory after after inspection. a. Sellner Sellner left the deed of con!eyanc con!eyance e with /arretto, /arretto, with the the understanding understanding that that if the title and the the deed of con!eyance were as represented, /arretto would gi!e him his chec% for the amount of the purchase price. 5. /arretto /arretto retained retained possession possession of the $C$6 $C$6 but a few days later, later, he was compelled compelled to go to $a $ayabas on business and was detained by a typhoon which delayed his return. a. 7uring 7uring /arret /arrettoto-s s absenc absence, e, Macond Macondray ray ad!ised ad!ised Sellner Sellner that that he must must consum consummat mate e the sale without delay upon /arretto-s return. *. Aug. 4 /arretto /arretto returned6 returned6 Sellner Sellner informed informed him of the company-s company-s desire desire to close up the transaction transaction66 but the former reuested for +" more days to inspect the documents before issuing the chec%. 8. Sept. " was reported to 9oung, 9oung, Macondray-s Macondray-s general manager. manager. 9oung 9oung informed Sellner Sellner that unless the purchase price was paid before *(M of the same day, the deal would be off. a. Sellne Sellnerr called called /arretto /arretto,, and the latter latter told him that if the $C$ was was sent, he would would issue the chec%. b. Sellner Sellner sent the the $C$ but recei!ed recei!ed the the chec% chec% 48 hours hours after. after. c. Upon receipt receipt of the chec% chec% from /arrett /arretto, o, Sellner Sellner immediately immediately tendered tendered Macondray Macondray a chec% chec% for the agreed selling price of (),)*.
). Macondray refused to accept the chec% and filed this action to reco!er damages claiming that the sale had been cancelled because Sellner failed to turn o!er the purchase price on Sept. ". %SS& +* "L!%NG . 3N Macondray +) en*+*led *o daae)5 N" a. :e Cancellation i. $here appears to be no reason for the demand of Macondray through its general manager, 9oung, for the deli!ery of the purchase price at the specified hour under threat that failure to do so would cancel the agreement other than that the manger was annoyed with the delays which occurred during the negotiations and changed his mind as to the purchase price agreed upon. . ;rom the nature of the transaction, it was understood that the purchaser should ha!e a reasonable time in which to examine the documents of title, and that defendant exercising an authority impliedly if not expressly conferred upon him, ga!e the purchaser a reasonable time in which to satisfy himself as to the legality and correctness of the documents of title. ". $hat the company through its manager 9oung, acuiesced in and ratified what had been done by defendant in this regard when, with full %nowledge of all the facts, 9oung ad!ised the defendant, during /arrettonot entitled to damages? "
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