St. Mary's Farm v. Prime Real Properties (Teresa)

5/26/2021 SUPREME COURT REPORTS ANNOTATED VOLUME 560 5/26/2021 SUPREME COURT REPORTS ANNOTATED VOLUME 560
ground that the findings were not really conclusive. In the first
place, the procedure for the investigation of questionable
handwriting was not properly followed. There is nothing on record
that will conclusively show that the alleged standard sample
signatures of Atty. Antonio Agcaoili, which
G.R. No. 158144. July 31, 2008.* _______________

ST. MARY’S FARM, INC., petitioner, vs. PRIMA REAL
PROPERTIES, INC., RODOLFO A. AGANA, JR., and * THIRD DIVISION.
THE REGISTER OF DEEDS OF LAS PIÑAS, METRO

MANILA, respondents. 705
Appeals; Well-settled is the rule that in petitions for review on

certiorari under Rule 45, only questions of law must be raised—as VOL. 560, JULY 31, 2008 705
a matter of procedure, the Court defers and accords finality to the
St. Mary's Farm, Inc. vs. Prima Real Properties, Inc.
factual findings of trial courts, especially when, as in the case at
bar, such findings are affirmed by the appellate court.—A cursory
reading of the issues reveals that these are factual matters which were submitted to the NBI and made the basis of comparison,
are not within the province of the Court to look into, save only in were the genuine signatures of the same Atty. Antonio Agcaoili.
exceptional circumstances which are not present in the case at bar. Moreover, the examiner testified that it was possible to have
Well-settled is the rule that in petitions for review on certiorari variations in the standard signatures of Atty. Agcaoili, caused by
under Rule 45, only questions of law must be raised. As a matter certain factors such as passage of time, pressure and physical
of procedure, the Court defers and accords finality to the factual condition of the writer which may have decisive influences on his
findings of trial courts, especially when, as in the case at bar, such handwriting’s characteristics. Thus, in the instant case, it cannot
findings are affirmed by the appellate court. This factual readily be concluded that a particular signature appearing in those
determination, as a matter of long and sound appellate practice, documents is not genuine for lack of proper identification and a
deserves great weight and shall not be disturbed on appeal. It is not more accurate comparison of signatures. Mere allegation of
the function of the Court to analyze and weigh all over again the forgery is not evidence and the burden of proof lies in the party
evidence or premises supportive of the factual holding of the lower making the allegation. Unfortunately, in the case at bar, the
courts. petitioner failed to discharge this burden.
Pleadings and Practice; Forgery; Evidence; Mere allegation Notarial Law; The non-appearance of the party before the
of forgery is not evidence and the burden of proof lies in the party notary public who notarized the deed does not necessarily nullify
making the allegation.—Despite this insistence, we find no cogent or render the parties’ transaction void ab initio.—Further
reason to deviate from the findings and conclusions of the challenging the due execution of the board resolution bearing the
respondent court affirming those of the trial court on this matter. Secretary’s Certification, petitioner wants us to consider the same
Anent the forged signature of Atty. Agcaoili, the CA did not err in as inadmissible on the ground that Atty. Agcaoili did not appear
not giving evidentiary weight to the findings of the Document before a notary public for notarization. We do not agree, because
Examiner of the National Bureau of Investigation (NBI) on the in the past, we have already held that the non-appearance of the
https://central.com.ph/sfsreader/session/00000179a91c858df3f79d4b000d00d40059004a/t/?o=False 1/19 https://central.com.ph/sfsreader/session/00000179a91c858df3f79d4b000d00d40059004a/t/?o=False 2/19
party before the notary public who notarized the deed does not of the title to the property. He need not prove that he made further
necessarily nullify or render the parties’ transaction void ab initio. inquiry for he is not obliged to explore beyond the four corners of
However, the non-appearance of the party exposes the notary the title. Such degree of proof of good faith, however, is sufficient
public to administrative liability which warrants sanction by the only when the following conditions concur: first, the seller is the
Court. This fact notwithstanding, we agree with the respondent registered owner of the land; second, the latter is in possession
court that it is not enough to overcome the presumption of the thereof; and third, at the time of the sale, the buyer was not aware
truthfulness of the statements contained in the board resolution. To of any claim or interest of some other person in the property, or of
overcome the presumption, there must be sufficient, clear and any defect or restriction in the title of the seller or in his capacity
convincing evidence as to exclude all reasonable controversy as to to convey title to the property.
the falsity of the certificate. In the absence of such proof, the Same; Same; Same; Same; When the document under scrutiny is a
document must be upheld. Notarization converts a private special power of attorney that is duly notarized, the notarial
document into a public document, making it admissible in court acknowledgment is prima facie evidence of the fact of its due
without further proof of its authenticity. execution—a buyer presented with such a document would have no
Same; Special Power of Attorney; Sales; Buyers in Good Faith; A choice between knowing and finding out whether a forger lurks
buyer has every reason to rely on a person’s authority to sell a beneath the signature on it.—It is of no moment that the checks
particular property owned by a corporation on the basis of a were made payable to Rodolfo Agana and not to the company
notarized board resolution—undeniably the buyer is an innocent which, according to the petitioner, should have alerted the
purchaser for value in good faith.—On the basis of this notarized respondent to inquire further into the extent of Agana’s authority
board resolution, respondent had every reason to rely on Rodolfo to transfer the subject property. This was no longer necessary
Agana’s authority to sell the subject property. Undeniably then, the considering that respondent had every reason to rely on Rodolfo
respondent is an Agana’s authority to sell, evidenced by the notarized Certification.
As explained in the Bautista case: When the document under
706
scrutiny is a special power of attorney that is duly notarized, we
know it to be a public document where the notarial
706 SUPREME COURT REPORTS ANNOTATED acknowledgment is prima facie evidence of the fact of its due
execution. A buyer presented with such a document would have no
St. Mary's Farm, Inc. vs. Prima Real Properties, Inc. choice between knowing and finding out whether a forger lurks
beneath the signature on it. The notarial acknowledgment has
innocent purchaser for value in good faith. Our pronouncement in removed that choice from him and replaced it with a presumption
Bautista v. Silva is instructive: A buyer for value in good faith is sanctioned by law that the affiant appeared before the notary
one who buys property of another, without notice that some other public and acknowledged that he executed the document,
person has a right to, or interest in such property and pays full and understood its import and
fair price for the same, at the time of such purchase, or before he
707
has notice of the claim or interest of some other persons in the
property. He buys the property with the well-founded belief that
the person from whom he receives the thing had title to the VOL. 560, JULY 31, 2008 707
property and capacity to convey it. To prove good faith, a buyer of
registered and titled land need only show that he relied on the face St. Mary's Farm, Inc. vs. Prima Real Properties, Inc.

signed it. In reality, he is deprived of such choice not because he is St. Mary's Farm, Inc. vs. Prima Real Properties, Inc.
incapable of knowing and finding out but because, under our
notarial system, he has been given the luxury of merely relying on NACHURA, J.:
the presumption of regularity of a duly notarized SPA. And he This is a petition for review of the decision1 of the Court
cannot be faulted for that because it is precisely that fiction of of Appeals (CA) affirming in toto the decision2 of the
regularity which holds together commercial transactions across Regional Trial Court (RTC), Branch 254, Las Piñas City,
borders and time. which dismissed for lack of merit the complaint for
annulment of sale.
Evidence; Admissions; A judicial admission conclusively
The factual antecedents of the case, as narrated by the
binds the party making it—he cannot thereafter take a position
RTC, are as follows:
contradictory to, or inconsistent with his pleadings.—The Court
cannot give weight to this magnanimous gesture of Agana; neither “[I]t appears that herein plaintiff was the registered owner of an
will the Court lend credence to Agana’s assertion that he acted originally twenty-five thousand five hundred ninety-eight (25,598)
solely and without proper authority from the corporation, square meters of land situated at Bo. Pugad Lawin, Las Piñas City
inasmuch as it was raised for the very first time in this Court and under Transfer Certificate of Title No. S-1648 (11521-A) of the
only after 8 years from the inception of the case. In all the Registry of Deeds of Las Piñas City.
pleadings filed by respondent Agana in court, he was steadfast in In compliance with a final court decision in Civil Case No. 87-
his position that he had authority to sell the subject property. A 42915 of the Regional Trial Court, Branch XL of Manila, plaintiff
judicial admission conclusively binds the party making it. He passed and approved on 27 June 1988 a board resolution
cannot thereafter take a position contradictory to, or inconsistent authorizing defendant Rodolfo A. Agana to cede to T.S. Cruz
with his pleadings. Acts or facts admitted do not require proof and Subdivision four thousand (4,000) square meters of the land
cannot be contradicted unless it is shown that the admission was covered by the aforecited Transfer Certificate of Title No. S-1648
made through palpable mistake or that no such admission was (11521-A). Allegedly, after the consummation of this transaction,
made. In the instant case, there is no proof of these exceptional defendant Rodolfo A. Agana did not return to plaintiff the
circumstances. Clearly, the retraction was merely an afterthought borrowed aforementioned title and[,] instead, allegedly forged a
on the part of respondent Agana with the intention to end the rift in board resolution of the plaintiff corporation supposedly to the
the family corporation. effect that plaintiff had authorized him to sell the remaining
twenty-one thousand five hundred ninety-eight (21,598) square
PETITION for review on certiorari of a decision of the
meters of the subject property. A series of transactions thereafter
Court of Appeals.
took place between defendant Rodolfo A. Agana and defendant
The facts are stated in the opinion of the Court.
Prima Real Properties, Inc. (Prima) which transactions culminated
Mario E. Ongkiko for petitioner.
to the signing on 5 September 1988 of an absolute deed of sale
Zeus Librojo for respondent R. Agana.
transferring the ownership of the subject land from herein plaintiff
Martinez, Vergara, Gonzales & Serano for respondent
to herein defendant Prima. After the consummation of the sale,
Prima Real Properties, Inc.
defendant Prima effected the cancellation of Transfer Certificate of
Title No. S-1648 (11521-A) in the name of plaintiff and in lieu
708
thereof another Transfer Certificate of Title No. T-6175 in the
name
708 SUPREME COURT REPORTS ANNOTATED
_______________ plaintiff as owner of the subject property. According to plaintiff,

the deed of absolute sale entered into between defendants Prima
1 Penned by Associate Justice Mariano C. Del Castillo, with Associate Justices
and Rodolfo A. Agana being the result of fraudulent transaction
Buenaventura J. Guerrero and Teodoro P. Regino, concurring; Rollo, pp. 54-64.
was void thereby, among others, causing damage to the plaintiff.
2 Penned by Judge Manuel B. Fernandez; id., at pp. 115-127.
For canceling Transfer Certificate of Title No. S-1648 (11521-A)
709 knowing fully well that the authorization to sell [to] defendant
Rodolfo A. Agana was a forgery, defendant Alejandro R.
Villanueva was likewise made liable for damages.
VOL. 560, JULY 31, 2008 709
On the other hand, defendant Prima separately with defendant
St. Mary's Farm, Inc. vs. Prima Real Properties, Inc. Rodolfo A. Agana in their respective answers, sought and insisted
constantly on the dismissal of the complaint based solidly on the
of defendant Prima was issued by defendant Alejandro R. ground that Venice B. Agana and Ma. Natividad A. Villacorta who
Villanueva in his capacity as Register of Deeds of Las Piñas City. filed in behalf of the plaintiff the original complaint and the
Subsequent developments had it that on 6 October 1988,
defendant Prima duly purchased from T.S. Cruz Subdivision the 710
aforementioned four thousand (4,000) square meters portion of the
subject property which development thereafter led to the 710 SUPREME COURT REPORTS ANNOTATED
cancellation of the aforementioned Transfer Certificate of Title No.
T-6175 and the issuance by the Registry of Deeds of Las Piñas
City of two separate titles both in the name of defendant Prima,
amended and the second amended complaints as well, respectively,
Transfer Certificate of Title No. 7863 covering the aforementioned
lacked legal capacity to sue because they were not authorized
four thousand square meters and Transfer Certificate of Title No.
therefor by the board of directors of the plaintiff. Furthermore,
T-7864 covering the herein twenty-one thousand five hundred
defendant Prima argued that it acted in good faith when it relied
ninety-eighty (21,598) square meter subject property.
solely on the face of the purported authorization of defendant
In its complaint which was amended twice, the second amend-
Rodolfo A. Agana and entered into the deed of absolute sale and
ment even needed the intervention of the Court of Appeals in a
paid in full the purchase price of PhP2,567,760.00 of the subject
petition for certiorari and mandamus after the same was denied
property. This fact, according to defendant Prima, made it a buyer
admission by Hon. N.C. Perello, Presiding Judge of the then
in good faith and for value. To cap its argument, defendant Prima
Assisting Court of Makati, [Muntinlupa], Metro Manila, herein
in adopting the defense of defendant Rodolfo A. Agana asserted
plaintiff alleged inter alia that the authorization certified to by
that even assuming that the authorization of defendant Rodolfo A.
Antonio V. Agcaoili, Corporate Secretary of the plaintiff and used
Agana was forged when plaintiff, through its President, Marcelino
by defendant Rodolfo A. Agana in selling the subject property to
A. Agana, Jr. (brother of Rodolfo) accepted/received part of the
defendant Prima was a forgery as the board of directors of the
aforestated purchase price knowing fully well the same to be the
plaintiff never enacted a resolution authorizing herein defendant
proceeds of the sale of the subject property, plaintiff has been
Rodolfo A. Agana to sell herein subject property to defendant
precluded as it is now estopped from asking for rescission of the
Prima or to anyone else for that matter. Plaintiff further claimed
deed of absolute sale and reconveyance of the subject property.”3
that defendant Prima in collusion with defendant Rodolfo A.
Agana acted maliciously and in bad faith in relying on the forged After due hearing, the trial court rendered judgment on
authority without taking any step to verify the same with the April 7, 2000, dismissing the complaint for annulment of
4
sale with damages filed by the petitioner. The Court of Appeals gravely erred in not holding that
The trial court found that the respondent was a buyer in Respondent Prima Real was the author of its own damage by not
good faith and for value, relying on the authority of Rodolfo making reasonable and prudent inquiries into the fact, nature and
A. Agana to sell the property in behalf of the petitioner extent of Respondent Agana’s authority, and by causing the
company, as evidenced by a notarized board resolution. As issuance of checks in the name of Respondent Agana.
such, the trial court ruled that the petitioner was bound by
the acts of its agent and must necessarily bear whatever The petition must fail.
damage may have been caused by this alleged breach of A cursory reading of the issues reveals that these are
trust. factual matters which are not within the province of the
On appeal, the CA affirmed in toto. Court to look into, save only in exceptional circumstances
Thus, petitioner filed the instant petition raising the which are not present in the case at bar. Well settled is the
following errors: rule that in petitions for review on certiorari under Rule 45,
only questions of law must be raised.5 As a matter of
I procedure, the Court defers and accords finality to the
The Court of Appeals gravely erred in ruling that Respondent factual findings of trial courts, especially when, as in the
Agana was duly authorized by Petitioner under the Certification case at bar, such findings are affirmed by the appellate
court. This factual determination, as a matter of long and
_______________ sound appellate practice, deserves great weight and shall not
be disturbed on appeal. It is not the function of the Court to
3 Rollo, pp. 115-118.
analyze and weigh all over
4 Id., at pp. 115-127.
711 _______________
5 Buduhan v. Pakurao, G.R. No. 168237, February 22, 2006, 483

VOL. 560, JULY 31, 2008 711 SCRA 116.
712
dated June 30, 1988 (Exhibits “D” and “3”) to enter into the sale
of the subject property with Respondent Prima Real. 712 SUPREME COURT REPORTS ANNOTATED
(A) There is no proof of the Certification’s authenticity and
due execution;
(B) There is clear and convincing evidence that the
Certification was forged. again the evidence or premises supportive of the factual
(C) Even assuming that the Certification was authentic and holding of the lower courts.6
duly executed, it was not sufficient in form and by its terms to Petitioner insists that “the sale of the realty entered into
authorize Respondent Agana to sell the subject property or receive between respondent Agana, purportedly on behalf of the
payment on behalf of Petitioner. petitioner, and respondent Prima is null and void for lack of
II authority on the part of respondent Agana to sell the
property.”7 The board resolution allegedly granting Rodolfo

Agana the authority to sell in behalf of the company, as St. Mary's Farm, Inc. vs. Prima Real Properties, Inc.
certified by Corporate Secretary Atty. Antonio V. Agcaoili,
is alleged to be a forgery. Ma. Natividad A. Villacorta, who
his handwriting’s characteristics.8 Thus, in the instant case,
served as assistant to Marcelino A. Agana, Jr., the President
it cannot readily be concluded that a particular signature
of St. Mary’s Farm, Inc., in 1988 testified that the board of
appearing in those documents is not genuine for lack of
directors did not hold any meeting on June 27, 1988; that, in
proper identification and a more accurate comparison of
fact, the signature of Atty. Antonio Agcaoili was not
signatures. Mere allegation of forgery is not evidence and
genuine; and that said document was merely presented to
the burden of proof lies in the party making the allegation.9
the notary public for notarization without Atty. Agcaoili
Unfortunately, in the case at bar, the petitioner failed to
appearing before him.
discharge this burden.
Despite this insistence, we find no cogent reason to
Further challenging the due execution of the board
deviate from the findings and conclusions of the respondent
resolution bearing the Secretary’s Certification, petitioner
court affirming those of the trial court on this matter. Anent
wants us to consider the same as inadmissible on the ground
the forged signature of Atty. Agcaoili, the CA did not err in
that Atty. Agcaoili did not appear before a notary public for
not giving evidentiary weight to the findings of the
notarization. We do not agree, because in the past, we have
Document Examiner of the National Bureau of
already held that the non-appearance of the party before the
Investigation (NBI) on the ground that the findings were not
notary public who notarized the deed does not necessarily
really conclusive. In the first place, the procedure for the
nullify or render the parties’ transaction void ab initio.10
investigation of questionable handwriting was not properly
However, the non-appearance of the party exposes the
followed. There is nothing on record that will conclusively
notary public to administrative liability which warrants
show that the alleged standard sample signatures of Atty.
sanction by the Court. This fact notwithstanding, we agree
Antonio Agcaoili, which were submitted to the NBI and
with the respondent court that it is not enough to overcome
made the basis of comparison, were the genuine signatures
the presumption of the truthfulness of the statements
of the same Atty. Antonio Agcaoili. Moreover, the examiner
contained in the board resolution. To overcome the
testified that it was possible to have variations in the
presumption, there must be sufficient, clear and convincing
standard signatures of Atty. Agcaoili, caused by certain
evidence as to exclude all reasonable controversy as to the
factors such as passage of time, pressure and physical
falsity of the certificate.11 In the absence of such proof, the
condition of the writer which may have decisive influences
document must be upheld. Notarization converts a private
on
document into a public document, making it admissible in
court without further proof of its authenticity.12
_______________
6 Tapuroc v. Loquellano Vda. de Mende, G.R. No. 152007, January 22, _______________
2007, 512 SCRA 97.
8 Id., at pp. 58-60.
7 Rollo, p. 23.
9 Lingan v. Calubaquib, A.C. No. 5377, June 15, 2006, 490 SCRA
713 526.
10 Mallari v. Alsol, G.R. No. 150866, March 6, 2006, 484 SCRA 148.
11 Rollo, p. 60.
VOL. 560, JULY 31, 2008 713
12 Protacio v. Mendoza, 443 Phil. 12, 20; 395 SCRA 10, 15 (2003). Rodolfo Agana presented to respondent the (1) notarized
board resolution which stated that at a special meeting held
714
on June 27, 1988, the board of directors authorized Mr.
Rodolfo A. Agana, Treasurer, to sell the subject property
714 SUPREME COURT REPORTS ANNOTATED covered by Transfer Certificate of Title (TCT) No. S-
1648;15 (2) a separate Certifi-
_______________
On the basis of this notarized board resolution,
respondent had every reason to rely on Rodolfo Agana’s 13 G.R. No. 157434, September 19, 2006, 502 SCRA 334.
authority to sell the subject property. Undeniably then, the 14 Id., at pp. 346-347. (Emphasis supplied.)
respondent is an innocent purchaser for value in good faith. 15 Records, p. 168.
Our pronouncement in Bautista v. Silva13 is instructive:
715
“A buyer for value in good faith is one who buys property of
another, without notice that some other person has a right to, or
VOL. 560, JULY 31, 2008 715
interest in such property and pays full and fair price for the same,
at the time of such purchase, or before he has notice of the claim St. Mary's Farm, Inc. vs. Prima Real Properties, Inc.
or interest of some other persons in the property. He buys the
property with the well-founded belief that the person from whom cation by the petitioner’s president, Marcelino A. Agana,
he receives the thing had title to the property and capacity to Jr., authorizing its Treasurer, Rodolfo Agana, to sell said
convey it. property;16 and, (3) TCT No. T-1648 of the subject property.
To prove good faith, a buyer of registered and titled land need Convinced that Rodolfo Agana had the authority to sell on
only show that he relied on the face of the title to the property. He behalf of the company after being presented all these
need not prove that he made further inquiry for he is not obliged to documents, the sale between the parties was thereby
explore beyond the four corners of the title. Such degree of proof consummated. A deed of sale was executed on September 5,
of good faith, however, is sufficient only when the following 198817 and the full consideration of P2,567,760.00 for the
conditions concur: first, the seller is the registered owner of the subject property was paid.18
land; second, the latter is in possession thereof; and third, at the It is of no moment that the checks were made payable to
time of the sale, the buyer was not aware of any claim or interest Rodolfo Agana and not to the company which, according to
of some other person in the property, or of any defect or restriction the petitioner, should have alerted the respondent to inquire
in the title of the seller or in his capacity to convey title to the further into the extent of Agana’s authority to transfer the
property.”14 subject property. This was no longer necessary considering
that respondent had every reason to rely on Rodolfo
All the conditions enumerated in the aforementioned
Agana’s authority to sell, evidenced by the notarized
case are present in the case at bar, enough for us to consider
Certification. As explained in the Bautista case:
Prima as a buyer in good faith. Prima Real Properties, Inc.
is a company engaged in the buying and selling of real “When the document under scrutiny is a special power of
properties. As borne out by the records, respondent exerted attorney that is duly notarized, we know it to be a public
efforts to verify the true background of the subject property.
document where the notarial acknowledgment is prima facie of the Register of Deeds of Las Piñas City and Mr. Timoteo
evidence of the fact of its due execution. A buyer presented with S. Cruz, owner of the land likewise sold by Rodolfo Agana
such a document would have no choice between knowing and for the petitioner, with similar authorization by the
finding out whether a forger lurks beneath the signature on it. The petitioner and signed by the corporate secretary Atty.
notarial acknowledgment has removed that choice from him and Agcaoili. Agana acted as petitioner’s authorized agent and
replaced it with a presumption sanctioned by law that the affiant had full authority to bind the company in that transaction
appeared before the notary public and acknowledged that he with Cruz.
executed the document, understood its import and signed it. In Contrary to the allegations of the petitioner that
reality, he is deprived of such choice not because he is incapable of respondent Agana’s authority was only limited to negotiate
knowing and finding out but because, under our notarial system, and not to sell the subject property, suffice it to state that the
he has been given the luxury of merely relying on the presumption board resolution further averred that he was “authorized and
of regularity of a duly notarized SPA. And he cannot be faulted for empowered to sign any and all documents, instruments,
that because it is precisely that fiction of regularity which holds papers or writings which may be required and necessary for
together commercial transactions across borders and time. this purpose to bind the Corporation in this undertaking.”20
The certification of the President, Marcelino Agana, Jr. also
_______________ attests to this fact. With this notarized board resolution,
respondent Agana, undeniably, had the authority to cede the
16 Id., at p. 169.
subject property, carrying with it all the concomitant powers
17 Id., at p. 171.
necessary to implement said transaction. On the strength of
18 Id., at p. 173.
the deed of absolute sale executed pursuant to such
716
authority, title over the land in petitioner’s name was
cancelled and a new certificate of title—TCT No. T-617521
—was already issued in the name of Prima Real Properties,
716 SUPREME COURT REPORTS ANNOTATED
Inc.
_______________
In sum, all things being equal, a person dealing with a seller
who has [in his] possession title to the property but whose capacity 19 Bautista v. Silva, supra note 13, at pp. 350-351.
to sell is restricted, qualifies as a buyer in good faith if he proves 20 Rollo, p. 75.
that he inquired into the title of the seller as well as into the latter’s 21 Records, p. 164.
capacity to sell; and that in his inquiry, he relied on the notarial
acknowledgment found in the seller’s duly notarized special 717
power of attorney. He need not prove anything more for it is
already the function of the notarial acknowledgment to establish VOL. 560, JULY 31, 2008 717
the appearance of the parties to the document, its due execution
and authenticity.”19
Aside from the pertinent documents presented, Thus, it is too late in the day to have the sale voided,
respondent also relied on the confirmation and certification notwithstanding the retraction made by Rodolfo Agana in
22 718 SUPREME COURT REPORTS ANNOTATED
his Comment on the Petition filed with this Court.
Therein, he admits that he acted solely and without proper St. Mary's Farm, Inc. vs. Prima Real Properties, Inc.
authority of the corporation. Agana states that he wishes to
end once and for all the rift that had occurred in the
corporation; and in order to buy peace for all the parties and WHEREFORE, the petition is DENIED. The decision of
for himself, he is willing to return the money paid by Prima the Court of Appeals is AFFIRMED.
so that ownership of the property can be returned to the SO ORDERED.
petitioner. In light of this admission that Agana had no
Ynares-Santiago (Chairperson), Austria-Martinez,
authority, petitioner posits that there is justifiable reason for
Chico-Nazario and Reyes, JJ., concur.
the Court to re-visit or evaluate the facts of the case anew.
Unfortunately, the Court cannot give weight to this Petition denied, judgment affirmed.
magnanimous gesture of Agana; neither will the Court lend
credence to Agana’s assertion that he acted solely and Notes.—A purchaser in good faith is one who buys
without proper authority from the corporation, inasmuch as property and pays a full and fair price for it at the time of
it was raised for the very first time in this Court and only the purchase or before any notice of some other person’s
after 8 years from the inception of the case. In all the claim on or interest in it; A buyer of real property which is
pleadings filed by respondent Agana in court, he was in the possession of persons other than the seller must be
steadfast in his position that he had authority to sell the wary and should investigate the rights of those in
subject property. A judicial admission conclusively binds possession. (Castro vs. Miat, 397 SCRA 271 [2003])
the party making it. He cannot thereafter take a position To require of a buyer an investigation not only into the
contradictory to, or inconsistent with his pleadings. Acts or whereabouts of the principal at the time of the execution of
facts admitted do not require proof and cannot be the Special Power of Attorney but also into the genuineness
contradicted unless it is shown that the admission was made of the signature appearing on it is too stringent that to adopt
through palpable mistake or that no such admission was the same would be to throw commerce into madness where
made.23 In the instant case, there is no proof of these buyers run around to probe the circumstances surrounding
exceptional circumstances. Clearly, the retraction was each piece of sales document while sellers scramble to
merely an afterthought on the part of respondent Agana produce evidence of good order. (Bautista vs. Silva, 502
with the intention to end the rift in the family corporation. SCRA 334 [2006])
Considering all the foregoing, it cannot be gainsaid that ——o0o——
respondent Prima is an innocent purchaser in good faith and
for value.
_______________
22 Id., at pp. 237-243.

23 Heirs of Pedro Clemeña y Zurbano v. Heirs of Irene B. Bien, G.R.
No. 155508, September 11, 2006, 501 SCRA 405, 414-415. © Copyright 2021 Central Book Supply, Inc. All rights reserved.
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5/26/2021 SUPREME COURT REPORTS ANNOTATED VOLUME 560
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5/26/2021 SUPREME COURT REPORTS ANNOTATED VOLUME 560 5/26/2021 SUPREME COURT REPORTS ANNOTATED VOLUME 560

G.R. No. 158144. July 31, 2008.* _______________

THE REGISTER OF DEEDS OF LAS PIÑAS, METRO

Appeals; Well-settled is the rule that in petitions for review on

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_______________ plaintiff as owner of the subject property. According to plaintiff,

5 Buduhan v. Pakurao, G.R. No. 168237, February 22, 2006, 483

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22 Id., at pp. 237-243.

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