per alium facit per se.Eurotech Industrial Technologies, Inc. v.
Cuizon, 521SCRA 584 (2007)Article 1897 reinforces the familiar
doctrine that an agent, who acts as such, is notpersonally liable
to the party with whom he contracts. The same provision,
however,presents two instances when an agent becomes personally
liable to a third person.Thefrst is when he epressly binds himself
to the obligation and the second is when heeceeds his authority.!n
the last instance, the agent can be held liable if he does notgive
the third party su"cient notice of his powers.Eurotech
IndustrialTechnologies, Inc. v. Cuizon, 521 SCRA 584 (2007).#otice
to the agent should always be construed as notice binding on the
principal,evenwhenin facttheprincipal neverbecame aware
thereof.AirFrance v.CourtofAppeals, 1$% &'(A ))8 *198+,.e.
Personal, Fiduciary and RevocaleTherelationsofanagenttohisprincipal
arefduciaryandinregardtothepropertyforming the sub-ect matter of
the agency, he is estopped from ac.uiring or asserting a
titleadverse to that of the principal.Severino v. Severino, ))
/hil. +)+ *19$+,.0y reason of the personal, representative and
derivative nature of agency, agency isetinguished by the death of
the principal or agent. Rallos v. Felix Go Chan & Sons
RealtyCorp., 81 &'(A $11 *1978,.A contract of agency is
generally revocable as it is a personal contract of
representationbased on trust and confdence reposed by the principal
on his agent. As the power of theagent to act depends on the will
and license of the principal he represents, the power oftheagent
ceases whenthe will or permission is withdrawn by theprincipal.
Thus,generally, the agency may e revo!ed y the principal at
"ill.Repulic v. #vangelista, )%%&'(A 1)) *$221,.!n an agency,
the principal3s personality is etended through the facility of the
agent4the agent, by legal fction, becomes the principal, authori5ed
to perform all acts which thelatter would have him do. &uch a
relationship can only be e6ected with the consent of theprincipal,
which must not, in any way, becompelledby lawor by any court.
TheAgreement itself between the parties states that 7either party
may terminate theAgreement without cause by giving the other +2
days3 notice by letter, telegram or cable.8Orient Air Services v.
Court of Appeals, 1!7 SCRA "45 (1!!1).15. #is$in%uis&ed 'ro(
)$&er Si(ilar Con$rac$s*a. Fro( +(,loy(en$ Con$rac$The
relationship between the corporation which owns and operates a
theatre, and theindividual it hires as a security guard to maintain
the peace and order at the entrance ofthe theatre is not that of
principal and agent, because the principle of representation
wasinnoway involved.Thesecurity guard wasnot employed
torepresentthe defendantcorporation in its dealings with third
parties9 he was a mere employee hired to perform
acertainspecifcdutyortas:, thatofactingasspecial
guardandstayingatthemainentranceof
themoviehousetostopgatecrashersandtomaintainpeaceandorderwithin the
premises.$ela Cru% v. &orthern Theatrical #nterprises, 91 /hil
7+9 *191),.1Litonjua, Jr. v. Eternit Corp., 490 SCRA 204 (2006).0ut
to set the record straight, the concept of a single person having
the dual role ofagentandemployeewhiledoingthesametas:isanovel
oneinour-urisprudence,which must be viewed with caution especially
when it is devoid o' any -uris,ruden$ialsu,,or$ or ,receden$. All
these, read without any clear understanding of fne
legaldistinctions, appear to spea: of control by the insurance
company over its agents. Theyare, however, controls aimed only at
specifc results in underta:ing an insurance agency,andare, infact,
parameters set by lawindefninganinsuranceagency andtheattendant
duties and responsibilities an insurance agent must observe and
underta:e.They do not reach the level of control into the means and
manner of doing an assignedtas: that invariably characteri5es an
employment relationship as defned by labor law.Tongko v. The
Manufacturers Life Insurance Co. !hils.", Inc., "40 SCRA
.!5(2011).. Fro( Con$rac$ 'or a Piece/o'/0or1Ta:ing into
consideration the facts that the operator owed his position to the
companyand the latter could remove him or terminate his services at
will9 that the service stationbelonged to the company and bore its
tradename and the operator sold only the productsof the company9
that the e.uipment used by the operator belonged to the company
andwere-ust loanedtotheoperator andthecompanytoo:chargeof their
repair andmaintenance9 that an employee of the company supervised
the operator and conductedperiodic inspection of the company;s
gasoline and service station9 that the price of theproducts sold by
the operator was fed by the company and not by the operator9
andthat he was a mere agent, the fnding of the 'ourt of Appeals
that the operator was anagent of the company and not an independent
contractor should not be disturbed. Shellv. Firemen's (ns. Co., 122
/hil 717 *1917,.c. Fro( 2ro1er The .uestion as to what constitutes
a sale so as to entitle a real estate bro:er to hiscommissions is
etensively annotated in the case of )unney vs. *ealey *#ebras:a, .
. . )) ?7Thebusinessof areal estatebro:er or agent, generally,
isonlytofndapurchaser, andthesettledruleasstatedbythecourtsisthat,
intheabsenceof anepress contract between bro:er and his principal,
the implication generally is that thebro:er becomes entitled to the
usual commissions whenever he brings to his principal aparty who is
able and willing to ta:e the property and enter into a valid
contract upon theterms then named by the principal, although the
particulars may be arranged and thematter
negotiatedandcompletedbetweentheprincipal andthepurchaser
directly.8+acondray & Co. v. Sellner, ++ /hil. +72
*191%,.7Thedutiesandliabilityofabro:ertohisemployerareessentiallythosewhichanagent
owes to his principal. 'onse.uently, the decisive legal provisions
on determiningwhether a bro:er is mandated to give to the employer
the propina or gift received fromthe buyer would be Articles 1891
and 1929 of the 'ivil 'ode.8 *@et the facts did indicateclearly
that the real estate bro:er was appointed as an eclusive agent.,
#o$ingo v.#o$ingo, 42 SCRA 1.1 (1!71).Ahere the purported agent was
orally given authority to 7follow up8 the purchase ofthe fre truc:
with the municipalgovernment, there is no authority to sellnor has
thepurported agent been empowered to ma:e a sale for and in behalf
of the seller.Guardexv. &)RC, 191 &'(A )87
*1992,.Ahenthetermsoftheagencyarrangementistothee6ectthatentitlementtothecommission
was contingent on the purchase by a customer of a fre truc:, the
implicitconditionbeingthat theagentwouldearnthecommissionif
hewasinstrumental inbringing the sale about. &ince the agent
had nothing to do with the sale of the fre truc:,and is not
therefore entitled to any commission at all. Guardex v. &)RC,
191 &'(A )87*1992,.A ro!eris one who is engaged,forothers,on a
commission,negotiating contractsrelative to property with the
custody of which he has no concern9 the negotiator betweenthe other
parties, never acting in his own name but in the name of those who
employedhim. Bisoccupationistoringthepartiestogether, inmatterof
trade, commerceornavigation.Sch$id and O%erl&, Inc. v. '(L
Martinez, 1"" SCRA 4!. (1!88).Anagent receives a commission upon
the successful conclusion of a sale. Cn the other hand,a ro!erearns
his pay merely y ringing the uyer and the seller together, even if
nosale is eventually made.Tan v. )ullas, .!. SCRA ..4
(2002).!nrelationthereto, wehaveheldthat
theterm7procuringcause8indescribingabro:er3s activity, refers to a
cause originating a series of events which, without brea: intheir
continuity, result in the accomplishment of the prime ob-ective of
the employmentof the bro:er4producing a purchaser ready, willing
and able to buy on the owner3s terms.To be regarded as the
7procuring cause8 of a sale as to be entitled to a commission,
abro:er3s e6orts must have been the foundation on which the
negotiations resulting in asale began. Medrano v. Court of Appeals,
452 SCRA 77 (2005).$A realestate bro:er is one who negotiates the
sale of realproperties. Bis business,generally spea:ing, is only to
fnd a purchaser who is willing to buy the land upon termsfed by the
owner. Be has no authority to bind the principal by signing a
contract of sale.!ndeed, an authority to fnd a purchaser of real
property does not include an authority tosell. Liton*ua, (r. v.
Eternit Corp., 4!0 SCRA 204 (200").&ince bro:erage relationship
is necessary a contract for the employment of an agent,principles
of contract law also govern the bro:erDprincipal relationship.
xAacus SecuritiesCorp. v. Ampil, )8+ &'(A +11 *$22%,.'ontrary
tothe appellatecourt;s conclusion,this
arrangementshowsanagency.Anagent receives a commission upon the
successful conclusion of a sale. Cn the other hand,a bro:er earns
his pay merely by bringing the buyer and the seller together, even
if nosale is eventually made. *,iter - the issue "as "hether it "as
an independentdistriutorof .+/carsinthe0hilippines,x*ahnv. Courtof
Appeals, $%%&'(A1+7*1997,.d. Fro( SaleAhen the terms of the
agreement compels the purported agent to pay for the
productsreceived from the purported principal within the stipulated
period, even when there hasbeen no sale thereof to the public, the
underlying relationship is not one of contract ofagency to sell,
but one of actual sale. A real agent does not assume
personalresponsibility for the payment of the price of the ob-ect
of the agency9 his obligation ismerely to turnDover to the
principal the proceeds of the sale once he receives them fromthe
buyer. 'onse.uently, since the underlying agreement is not an
agency agreement, itcannot be revo:ed ecept for cause.1uiroga v.
0arsons, +8 /hil 12$ *1918,.$Reiterated in 0hil. *ealth2care
0roviders 3+axicare4 v. #strada, 1)$ &'(A %1% *$228,. Ahen
under the agreement the purported agent becomes responsible for any
changesin the ac.uisition cost of the ob-ect he has been authori5ed
to purchase from a supplier inthe Enited &tates, the underlying
agreement is not an contract of agency to buy, since atrue agent
does not bear any ris: relating to the sub-ect matter or the price.
0eing acontract of saleandnot agency, anyprofts
reali5edbythepurportedagent fromdiscounts
receivedfromtheAmericansupplier pertainedtoit
withnoobligationtoaccount for it, much less to turn it over, to the
purported principal.Gon%alo 0uyat v. Arco,7$ /hil. )2$
*19)1,.Thedistinctionsbetweenasaleandanagencyarenotdi"culttodiscernandthis'ourt,
as early as 1972, had already formulated the guidelines that would
aid indi6erentiating the two *$, contracts. = that the primordial
di6erentiating considerationbetweenthetwo*$,
contractsisthetransferof ownershiportitleoverthepropertysub-ect of
the contract. !n an agency, the principal retains ownership and
control over theproperty and the agent merely acts on the
principal;s behalf and under his instructions infurtherance of the
ob-ectives for which the agency was established. Cn the other
hand,the contract is clearly a sale if the parties intended that
the delivery of the property wille6ect a relin.uishment of title,
control and ownership in such a way that the recipientmay do with
the property as he pleases. Spouses 5iloria v. Continental
Airlines, (nc., F.(.#o. 188$88.1% Ganuary$21$.33. F)R4S A5# 635#S
)F A7+5C8 1. 9o: A%ency 4ay 2e Cons$i$u$ed (Ar$.
18"!)Therearesomeprovisionsof lawwhichre.uirecertainformalitiesfor
particularcontracts>
thefrstiswhentheformisre.uiredforthevalidityof thecontract9
thesecond is when it is re.uired to ma:e the contract e6ective as
against third parties9 andthe third is when the form is re.uired
for the purpose of proving the eistence of thecontract. A contract
of agency to sell on commission basis does not belong to any
ofthese three categories, hence it is valid and enforceable in
whatever form in may beenteredinto. 'onse.uently, whentheagent
signsher signatureonanyfaceof thereceipt showing that she receives
the -ewelry for her to sell on commission, she is boundto the
obligations of an agent. The eact position of the agent3s signature
in the receipt*in this case near the description of the goods and
not on top of her printed name, isimmaterial. )im v. Court of
Appeals, $1) &'(A 172 *199%,.a. Fro( Side o' $&e Princi,al
(Ar$. 18"!)Ahen the buyersDa2retrofailed for severalyears to clear
their title to the propertypurchased and allowed the
sellerDa2retroto remain in possession in spite of theepirationof
theperiodof redemption, thentheeecutionof thememorandumofrepurchase
by the buyers3 sonDinDlaw, which stood unrepudiated for many
years,constituted an implied agency under Article 18%9 of the 'ivil
'ode, from their silence orlac: of action, or their failure to
repudiate the agency.Conde v. Court of Appeals, 119&'(A $)1
*198$,.Ahere the principal has ac.uiesced in the act of his agent
for a long period of time,and has received and appropriated to his
own use the benefts result in from the acts ofhis agent, courts
should be slow in declaring the acts of the agent null and
void.)inan v.0uno, +1 /hil. $19 *1911,.. Fro( Side o' $&e A%en$
(Ar$s. 1870, 1871 and 1872)c. Fro( Side o' ;&ird Par$ies