G.R. No. 163182 ; October 24, 2012
TOM TAN, ANNIE U. TAN and NATHANIEL TAN, Petitioners, vs. HEIRS OF ANTONIO F. YAMSON, Respondents.

FACTS

Petitioners, owners of seven parcels of land, executed a non-exclusive “Authority to Look for Buyer/Buyers” in favor of Antonio Yamson, setting a price of P2,000 per square meter and a 5% commission. The authority contained a protection clause entitling Yamson to his commission if a sale was consummated with a buyer he registered in writing within one year from such registration. On June 1, 1998, Yamson informed petitioners in writing that he had found an interested buyer, Simon Enterprises or Mr. Oscar Chua, for all seven lots. Petitioner Annie Tan acknowledged this registration.
Subsequently, two of the seven lots were sold to Kimhee Realty Corporation, represented by the same Oscar Chua. The remaining five lots were transferred to another party, Philip Lo, in settlement of a separate obligation. Yamson demanded his commission for the sale of the two lots to his registered buyer. Petitioners refused, arguing that they were the ones who introduced Yamson to Chua and that Yamson’s task was to sell all seven lots, which he failed to do.

ISSUE

Whether Yamson, as a broker, was the efficient procuring cause of the sale of the two lots, entitling him to a commission.

RULING

Yes. The Supreme Court affirmed the lower courts’ decisions, ruling that Yamson was entitled to his commission. The legal logic rests on the terms of the written authority and the principle that a broker earns his commission upon the consummation of a sale with a buyer he procured. The Court found the “Authority to Look for Buyer/Buyers” and the June 1, 1998 registration letter to be clear and uncontested. The protection clause explicitly entitled Yamson to a commission if a sale was made to his registered buyer within the stipulated period, which occurred with the sale to Kimhee Realty (Chua).
The Court rejected petitioners’ defenses. First, the claim that they introduced Yamson to the buyer was unsupported by credible evidence and was deemed self-serving, as it relied solely on Annie Tan’s uncorroborated testimony. Second, the authority document did not stipulate that Yamson was obligated to sell all seven lots to earn a commission; any ambiguity in the contract, which was drafted by petitioners, is interpreted against them under Article 1377 of the Civil Code. The sale of two lots to the registered buyer was sufficient to trigger the commission under the agreement. Therefore, Yamson was the efficient procuring cause for that consummated sale.