G.R. No. L-16716; May 31, 1922
ALFONSO ROCHA, plaintiff-appellant, vs. PRATS & COMPANY, defendant-appellee.

FACTS

Plaintiff Alfonso Rocha, a broker, was authorized by Antonio A. Brimo, manager of defendant Prats & Company, to sell its property for a commission on any amount over P150,000. Rocha obtained an offer from Vicente Madrigal to buy the property for P165,000. Brimo gave Rocha a written authority to close the sale, which included a condition that the deferred payment of P100,000 be secured by “banking security.” Rocha testified that Brimo orally authorized him to waive this condition if the buyer was Madrigal, which Brimo denied. The sale to Madrigal failed because Brimo insisted on the bank security, and Madrigal only offered a mortgage. The property was later sold to another buyer through a different agent for P175,000. Rocha sued to recover a broker’s commission of P15,000.

ISSUE

Whether Rocha is entitled to a broker’s commission despite the sale to Madrigal not being consummated due to a disagreement over the terms of payment security.

RULING

No. The Supreme Court affirmed the trial court’s judgment absolving the defendant. A broker’s right to commission accrues only upon the successful bringing together of the minds of the buyer and seller to an agreement on the price and terms of the sale. The written authority (Exhibit B) clearly required banking security for the deferred payment. The Court found the oral evidence insufficient to prove a waiver of this condition, as ordinary prudence would have dictated reducing such an important waiver to writing. Since Rocha did not secure a meeting of the minds on the essential terms, his claim for commission did not accrue.