[ G.R. No. 227896.

January 29, 2020 ]

ROBERTO R. IGNACIO AND TERESA R. IGNACIO DOING BUSINESS UNDER THE
NAME AND STYLE TERESA R. IGNACIO ENTERPRISES, PETITIONERS, VS.
MYRNA P. RAGASA AND AZUCENA B. ROA, RESPONDENTS.

DECISION
PERALTA, C.J.:
Before Us is a petition for review on certiorari under Rule 45 of the Rules of Court
assailing the Decision[1] dated September 30, 2015 and the Resolution[2] dated October
21, 2016 of the Court of Appeals (CA) in CA G.R. CV No. 102112, which affirmed the
Decision of the Regional Trial Court, Parañaque City, Branch 274, in favor of herein
respondents.
The antecedent facts, as culled from the CA Decision, are as follows:

On January 11, 2000, petitioners engaged, on an exclusive basis, the services of the
respondents, who are both licensed real estate brokers, to look for and negotiate with a
person or entity for a joint venture project involving petitioners' undeveloped lands in
Mindanao Avenue, Quezon City and the developed subdivision sites in Las Piñas City,
Parañaque City, and Bacoor.[3] The contract was embodied in the Authority to Look and
Negotiate for a Joint Venture Partner,[4] effective for six months from January 10, 2000, or
until July 10, 2000. The said Authority provided that the petitioners will pay the
respondents a commission equivalent to five percent (5%) of the price of the properties.
[5]

On January 13, 2000, respondents met with Mr. Porfirio Yusingbo, Jr. (Yusingbo), the
General Manager of Woodridge Properties, Inc. (Woodridge), and they presented to him
the different subdivisions and project sites available for investment. After inspecting the
properties, Yusingbo expressed Woodridge's interest in acquiring and developing the
Krause Park and Teresa Park properties.
As a result, Woodridge sent respondents a formal proposal dated January 21, 2000 [6] for
a joint venture agreement with the petitioners covering the Teresa Park. The proposal
was sent by the respondents to the petitioners via facsimile. On January 25, 2000, the
petitioners met with the representatives of Woodridge to discuss the prices of the
properties, and Woodridge likewise intimated that it would develop both the Krause
Park and the Teresa Park.
On February 4, 2000, respondents met again with Yusingbo and Mr. Elmer Loredo
(Loredo), Woodridge's broker, to discuss Woodridge's proposal for bulk purchase
covering the Teresa Park, including the terms of payment. On February 9, 2000,
respondents presented Woodridge's offer to petitioner Roberto Ignacio. They discussed
the projected cash inflows and the advantages of the scheme. Petitioner Ignacio said he
wanted to sell the lots in batches at a lower volume, instead of in bulk. Respondents
communicated the offer to Woodridge and the latter intimated that it will make a
revised offer. On March 9, 2000,[7] Woodridge, however, changed its offer from direct
acquisition to joint venture, covering 200 lots in Teresa Park, and sent the proposal to
the respondents, who, in turn, relayed it to the petitioners. In a meeting on March 13,
2000, petitioners and respondents discussed the proposal for joint venture. Petitioners
commented that Woodridge's offer was low, but respondents reassured them that they
could negotiate for a better price. After this March 13, 2000 meeting, however,
petitioners stopped communicating with the respondents. Several attempts were made
by the respondents to contact the petitioners to follow-up on the proposal of
Woodridge, but to no avail.
Sometime thereafter, respondents learned that the petitioners continued to negotiate
with Woodridge, and this led to the execution of two joint venture agreements between
the petitioners and Woodridge, covering the Krause Park. The two joint venture
agreements were notarized on March 7, 2000 and October 16, 2000.[8]
For the Teresa Park, four joint venture agreements were executed between the
petitioners and Woodridge, and these were notarized on December 6, 2000, March 12,
2001, September 25, 2001, and October 1, 2002. [9] Aside from the joint venture
agreements, several deeds of sale were also executed between the petitioners and
Woodridge, and these are dated September 24, 2001 and August 25, 2003.[10]
Per respondents' estimate, petitioners earned P26,068,000.00 and P22,497,000.00 for the
sale of the Krause Park and Teresa Park projects, respectively. Respondents demanded
payment of their commission from the petitioners, contending that the joint venture
agreements and the sales over the Krause Park and Teresa Park were products of their
successful negotiation with Woodridge. Petitioners, however, refused to pay despite
demand.[11] Thus, respondents filed a complaint for sum of money, damages, attorney's
fees, and litigation expenses before the Regional Trial Court of Parañaque City. [12]
In their Answer,[13] petitioners denied that they have an obligation to pay the
respondents. Petitioners contend that the respondents offered their services as exclusive
real estate brokers, but they were never engaged. Petitioners further state that they were
not looking for an exclusive agency and they entertained brokers on a "first come, first
served" basis. Petitioners, likewise, contend that they were not agreeable with the
respondents' proposal to sell the lots below the prevailing market value with no
escalation clause, and that the sale of the Krause Park and the Teresa Park was made
through the joint efforts of their consultants, Engr. Julius Aragon and Florence
Cabansag. No sales transaction was realized on account of the respondents.

Ruling of the RTC

After trial on the merits, the trial court rendered judgment in favor of herein
respondents. It ruled that herein respondents are entitled to brokers' fees and damages
because the sale and development of the Krause Park and the Teresa Park were made
possible because of the efforts of the respondents. The RTC Decision reads -

WHEREFORE, all the foregoing duly considered, judgment is hereby rendered for the
plaintiffs and against the defendants, as follows:

(1) Ordering the defendants solidarily to pay the plaintiffs the sum of P11,881,915.50 as
brokers' fee affecting Krause Park, Molino, Bacoor, Cavite, and Teresa Park, Almanza,
Las Piñas City, plus legal interest of 12% per annum to be computed thereon starting
July 3, 2001, the date of the first demand letter of plaintiffs' counsel until the obligation
shall be fully paid;

(2) Ordering the defendants solidarily to pay the plaintiffs the sum of P200,000[.00] as
moral damages, the sum of P100,000[.00] as exemplary damages, the sum of
P200,000[.00] as attorney's fees, and costs of suit.

SO ORDERED.[14]
Aggrieved, petitioners filed an appeal before the Court of Appeals.

Ruling of the CA
In its Decision dated September 30, 2015, the CA denied the appeal and affirmed in
toto the ruling of the RTC.
The CA held that herein respondents are entitled to their commission because they were
the procuring cause of the joint venture agreements and sales between the petitioners
and Woodridge. Through the respondents' efforts, they held meetings with the officers
of Woodridge in the year 2000, started negotiating with them, and accompanied them
during the ocular inspection. All these brought the petitioners and Woodridge together
and resulted in joint venture agreements and deeds of sale.
The CA did not find any credence in petitioner Ignacio's claim that it was Julius Aragon
who brokered the said transactions, particularly the March 7, 2000 joint venture
agreement. This is because respondents were already in active negotiation with
Woodridge and, in fact, held meetings with them on separate dates of January 13, 21,
and 25, 2000, and February 4 2000, wherein they extensively discussed about Teresa
Park and Krause Park, and that Aragon had no participation in those meetings.

A motion for reconsideration was filed by herein petitioners, but the same was denied
by the CA in its Resolution dated October 21, 2016.

Thus, this petition for review.

Issues
The petitioners raised the sole issue:

WHETHER OR NOT THE COURT OF APPEALS COMMITTED SERIOUS AND

REVERSIBLE ERROR IN RULING THAT RESPONDENTS ARE ENTITLED TO
BROKERS' FEES.

Petitioners contend that the respondents are not entitled to commission or brokers' fees
because they are not the procuring cause for the successful business transactions
between the petitioners and Woodridge.

Petitioners anchored their position on the following: (1) respondents allegedly admitted
that they did not negotiate a successful joint venture agreement between the petitioners
and Woodridge because, according to the respondents, their sole responsibility was
merely to look for or source potential buyers and not to successfully negotiate a joint
venture agreement; (2) respondents miserably failed in their duty to negotiate a
successful joint venture agreement between the petitioners and Woodridge because
respondents insisted on the bulk sale of the petitioners' properties instead of a joint
venture agreement; (3) respondents' authority already expired when the petitioners
entered into the joint venture agreements and deeds of sale with Woodridge for the
development of the properties in Teresa Park and Krause Park.

Our Ruling
The petition lacks merit.
The Rules of Court requires that only questions of law should be raised in petitions filed
under Rule 45.[15] This Court is not a trier of facts. It will not entertain questions of fact
as the factual findings of the appellate courts are "final, binding[,] or conclusive on the
parties and upon this [c]ourt" [16] when supported by substantial evidence. [17] Factual
findings of the appellate courts will not be reviewed nor disturbed on appeal to this
court.[18]
However, these rules do admit exceptions. Over time, the exceptions to these rules have
expanded. At present, there are ten (10) recognized exceptions that were first listed
in Medina v. Mayor Asistio, Jr.:
(1) When the conclusion is a finding grounded entirely on speculation, surmises or
conjectures; (2) When the inference made is manifestly mistaken, absurd or impossible;
(3) Where there is a grave abuse of discretion; (4) When the judgment is based on a
misapprehension of facts; (5) When the findings of fact are conflicting; (6) When the
Court of Appeals, in making its findings, went beyond the issues of the case and the
same is contrary to the admissions of both appellant and appellee; (7) The findings of
the Court of Appeals are contrary to those of the trial court; (8) When the findings of
fact are conclusions without citation of specific evidence on which they are based; (9)
When the facts set forth in the petition as well as in the petitioner's main and reply
briefs are not disputed by the respondents; and (10) The finding of fact of the Court of
Appeals is premised on the supposed absence of evidence and is contradicted by the
evidence on record.[19]
These exceptions similarly apply in petitions for review filed before this court involving
civil,[20] labor,[21] tax,[22] or criminal cases.[23]
A question of fact requires this Court to review the truthfulness or falsity of the
allegations of the parties.[24] This review includes assessment of the "probative value of
the evidence presented." [25] There is also a question of fact when the issue presented
before this Court is the correctness of the lower courts' appreciation of the evidence
presented by the parties.[26]
In this case, the issue raised by the petitioners obviously asks this Court to review the
evidence presented during the trial. Clearly, this is not the role of this Court because the
issue presented is factual in nature. None of the exceptions are present. The findings of
the lower courts are supported by substantial evidence. Thus, the present petition must
fail.

Nevertheless, even if the Court were to look into the merits of the petitioners' main
contention that respondents are not entitled to commission or brokers' fees, the petition
must still fail.

In Medrano v. Court of Appeals,[27] We held that "when there is a close, proximate, and
causal connection between the broker's efforts and the principal's sale of his property -
or joint venture agreement, in this case the broker is entitled to a commission."
Here, as aptly ruled by the CA, the proximity in time between the meetings held by the
respondents and Woodridge and the subsequent execution of the joint venture
agreements leads to a logical conclusion that it was the respondents who brokered it.
Likewise, it is inconsequential that the authority of the respondents as brokers had
already expired when the joint venture agreements over the subject properties were
executed. The negotiation for these transactions began during the effectivity of the
authority of the respondents, and these were carried out through their efforts. Thus, the
respondents are entitled to a commission.

We, however, agree with the petitioners that the interest rate should be at the prevailing
rate of six percent (6%) per annum, and not twelve percent (12%) per annum. In Nacar v.
Gallery Frames, et al.,[28] We modified the guidelines laid down in the case of Eastern
Shipping Lines, Inc. v. Court of Appeals[29] to embody BSP-MB Circular No. 799, as follows:
I. When an obligation, regardless of its source, i.e., law, contracts, quasi contracts,
delicts or quasi-delicts is breached, the contravenor can be held liable for damages. The
provisions under Title XVIII on "Damages" of the Civil Code govern in determining the
measure of recoverable damages.

II. With regard particularly to an award of interest in the concept of actual and
compensatory damages, the rate of interest, as well as the accrual thereof, is imposed, as
follows:

1. When the obligation is breached, and it consists in the payment of a sum of

money, i.e., a loan or forbearance of money, the interest due should be that which may
have been stipulated in writing. Furthermore, the interest due shall itself earn legal
interest from the time it is judicially demanded. In the absence of stipulation, the rate of
interest shall be 6% per annum to be computed from default, i.e., from judicial or
extrajudicial demand under and subject to the provisions of Article 1169 of the Civil
Code.
2. When an obligation, not constituting a loan or forbearance of money, is breached, an
interest on the amount of damages awarded may be imposed at the discretion of the
court at the rate of 6% per annum. No interest, however, shall be adjudged on
unliquidated claims or damages, except when or until the demand can be established
with reasonable certainty. Accordingly, where the demand is established with
reasonable certainty, the interest shall begin to run from the time the claim is made
judicially or extra-judicially (Art. 1169, Civil Code), but when such certainty cannot be
so reasonably established at the time the demand is made, the interest shall begin to run
only from the date the judgment of the court is made (at which time the quantification
of damages may be deemed to have been reasonably ascertained). The actual base for
the computation of legal interest shall, in any case, be on the amount finally adjudged.

3. When the judgment of the court awarding a sum of money becomes final and
executory, the rate of legal interest, whether the case falls under paragraph 1 or
paragraph 2, above, shall be 6% per annum from such finality until its satisfaction, this
interim period being deemed to be by then an equivalent to a forbearance of credit.

And, in addition to the above, judgments that have become final and executory prior to
July 1, 2013, shall not be disturbed and shall continue to be implemented applying the
rate of interest fixed therein.[30]
It should be noted, however, that the rate of six percent (6%) per annum could only be
applied prospectively and not retroactively. Consequently, the twelve percent (12%) per
annum legal interest shall apply only until June 30, 2013. Starting July 1, 2013, the rate of
six percent (6%) per annum shall be the prevailing rate of interest when applicable. Thus,
the need to determine whether the obligation involved herein is a loan and forbearance
of money nonetheless exists.
The term "forbearance," within the context of usury law, has been described as a
contractual obligation of a lender or creditor to refrain, during a given period of time,
from requiring the borrower or debtor to repay the loan or debt then due and payable.
[31]

Forbearance of money, goods or credits, therefore, refers to arrangements other than

loan agreements, where a person acquiesces to the temporary use of his money, goods
or credits pending the happening of certain events or fulfilment of certain conditions.
[32]
 Consequently, if those conditions are breached, said person is entitled not only to the
return of the principal amount paid, but also to compensation for the use of his money
which would be the same rate of legal interest applicable to a loan since the use or
deprivation of funds therein is similar to a loan.[33]
This case, however, does not involve an acquiescence to the temporary use of a party's
money but the performance of a brokerage service.

Thus, the matter of interest award arising from the dispute in this case falls under the
paragraph II, subparagraph 2, of the above-quoted modified guidelines, which
necessitates the imposition of interest at the rate of 6%, instead of the 12% imposed by
the courts below.

WHEREFORE, premises considered, the instant petition is DENIED. The Decision

dated September 30, 2015 and the Resolution dated October 21, 2016 of the Court of
Appeals in CA-G.R. CV No. 102112 are hereby AFFIRMED with MODIFICATION.
The interest rate of six percent (6%) per annum, instead of twelve percent (12%), is
imposed on all the monetary awards from the date of finality of this Decision until full
payment.
SO ORDERED.
Caguioa, J. Reyes, Jr., Lazaro-Javier, and Zalameda,[*] JJ., concur.