Rosa Lim v. Court of Appeals
First Division G.R. No. 102784 February 28, 1996 324 PHIL 400-415
Facts: In January of 1989, an information for Estafa was filed against Rosa Lim in Regional Trial Court of Quezon City for receiving in trust from Vicky Suarez a ring worth Php 169,000.00 and a bracelet worth 170,000.00 with the obligation to sell the same on commission basis and to turn over the proceeds of the sale to said complainant or to return said jewelry if unsold. Lim was able to return the bracelet. But once in possession of the ring, despite numerous demands, Lim misappropriated and misapplied the same to her own personal use and benefit. Lim, however, alleges that she had returned both the ring and the bracelet, hence she no longer has any liability.
Lim has a different version of the facts. She denies the transaction was for her to sell the 2 pieces of jewelry on commission basis. She told Suarez that she would consider buying the pieces of jewelry for her own use. Lim took the pieces of jewelry and asked Suarez to prepare the necessary papers for her to sign because she was not yet prepared to buy it. The document was prepared, and Lim signed it, but she claims that she didn’t agree to the terms of the receipt regarding the sale on commission basis. Her ‘proof’ is that she signed the document on the upper portion and not at the bottom where a space is provided for the signature of the persons receiving the jewelry.
After arraignment and trials, the RTC found Lim to be guilty beyond reasonable doubt of the offense Estafa. On appeal, the Court of Appeals upheld the decision of the lower court with modifications as to the penalty imposed.
Issue: Whether the transaction between Rosa Lim and Vicky Suarez is a contract of agency to sell on commission basis as set out in the receipt or a sale on credit.
Held: The transaction is a contract of agency.
The contention of Lim that she cannot be liable for estafa since she never received the jewelries in trust or on commission basis since the did not sign on the blank space provided for the signature of the person receiving the jewelry but at the upper portion thereof is far from meritorious.
Lim signing at the upper portion of the contract does not have the effect of altering the terms of the transaction from a contract of agency to sell on commission basis to a contract of sale. Nor does it suggest that there is vitiation of consent which would make the contract void or voidable. The moment she affixed her signature thereon, petitioner became bound by all the terms stipulated in the receipt. This is clear from Article 1356 of the New Civil Code which provides:
"Contracts shall be obligatory in whatever form they may have been entered into, provided all the essential requisites for their validity are present." . . ."
However, there are some provisions of the law which require certain formalities for particular contracts:
1. When the form is required for the validity of the contract;
2. When it is required to make the contract effective as against third parties such as those mentioned in Articles 1357 and 1358; and
3. When the form is required for the purpose of proving the existence of the contract, such as those provided in the Statute of Frauds in Article 1403.
A contract of agency to sell on commission basis does not belong to any of these three categories, hence it is valid and enforceable in whatever form it may be entered into. Also, notarial wills is the only type of legal instrument where the law strictly prescribes the location of the signature of the parties thereto. The parties did not execute a notarial will but a simple contract of agency to sell on commission basis, thus making the position of petitioner's signature thereto immaterial.