FIRST DIVISION

[G.R. No. 120465. September 9, 1999]

WILLIAM UY and RODEL ROXAS, petitioners, vs. COURT OF APPEALS,

HON. ROBERT BALAO and NATIONAL HOUSING
AUTHORITY, respondents.

DECISION
KAPUNAN, J.:

Petitioners William Uy and Rodel Roxas are agents authorized to sell eight parcels of land by
the owners thereof. By virtue of such authority, petitioners offered to sell the lands, located in
Tuba, Tadiangan, Benguet to respondent National Housing Authority (NHA) to be utilized and
developed as a housing project.
On February 14, 1989, the NHA Board passed Resolution No. 1632 approving the acquisition
of said lands, with an area of 31.8231 hectares, at the cost of P23.867 million, pursuant to which
the parties executed a series of Deeds of Absolute Sale covering the subject lands. Of the eight
parcels of land, however, only five were paid for by the NHA because of the report [1] it received
from the Land Geosciences Bureau of the Department of Environment and Natural Resources
(DENR) that the remaining area is located at an active landslide area and therefore, not suitable
for development into a housing project.
On 22 November 1991, the NHA issued Resolution No. 2352 cancelling the sale over the
three parcels of land. The NHA, through Resolution No. 2394, subsequently offered the amount
of P1.225 million to the landowners as daos perjuicios.
On 9 March 1992, petitioners filed before the Regional Trial Court (RTC) of Quezon City a
Complaint for Damages against NHA and its General Manager Robert Balao.
After trial, the RTC rendered a decision declaring the cancellation of the contract to be
justified. The trial court nevertheless awarded damages to plaintiffs in the sum of P1.255 million,
the same amount initially offered by NHA to petitioners as damages.
Upon appeal by petitioners, the Court of Appeals reversed the decision of the trial court and
entered a new one dismissing the complaint. It held that since there was sufficient justifiable basis
in cancelling the sale, it saw no reason for the award of damages. The Court of Appeals also noted
that petitioners were mere attorneys-in-fact and, therefore, not the real parties-in-interest in the
action before the trial court.

xxx In paragraph 4 of the complaint, plaintiffs alleged themselves to be sellers agents

for several owners of the 8 lots subject matter of the case. Obviously, William Uy and
Rodel Roxas in filing this case acted as attorneys-in-fact of the lot owners who are the
real parties in interest but who were omitted to be pleaded as party-plaintiffs in the
case. This omission is fatal. Where the action is brought by an attorney-in-fact of a
land owner in his name, (as in our present action) and not in the name of his principal,
the action was properly dismissed (Ferrer vs. Villamor, 60 SCRA 406 [1974];
Marcelo vs. de Leon, 105 Phil. 1175) because the rule is that every action must be
prosecuted in the name of the real parties-in-interest (Section 2, Rule 3, Rules of
Court).

When plaintiffs Uy and Roxas sought payment of damages in their favor in view of
the partial rescission of Resolution No. 1632 and the Deed of Absolute Sale covering
TCT Nos. 10998, 10999 and 11292 (Prayer complaint, page 5, RTC records), it
becomes obviously indispensable that the lot owners be included, mentioned and
named as party-plaintiffs, being the real party-in-interest. Uy and Roxas, as attorneys-
in-fact or apoderados, cannot by themselves lawfully commence this action, more so,
when the supposed special power of attorney, in their favor, was never presented as an
evidence in this case.Besides, even if herein plaintiffs Uy and Roxas were authorized
by the lot owners to commence this action, the same must still be filed in the name of
the pricipal, (Filipino Industrial Corporation vs. San Diego, 23 SCRA 706 [1968]). As
such indispensable party, their joinder in the action is mandatory and the complaint
may be dismissed if not so impleaded (NDC vs. CA, 211 SCRA 422 [1992]).[2]

Their motion for reconsideration having been denied, petitioners seek relief from this Court
contending that:

I. COMPLAINT FINDING THE RESPONDENT CA ERRED IN DECLARING

THAT RESPONDENT NHA HAD ANY LEGAL BASIS FOR RESCINDING THE
SALE INVOLVING THE LAST THREE (3) PARCELS COVERED BY NHA
RESOLUTION NO. 1632.

II. GRANTING ARGUENDO THAT THE RESPONDENT NHA HAD LEGAL

BASIS TO RESCIND THE SUBJECT SALE, THE RESPONDENT CA
NONETHELESS ERRED IN DENYING HEREIN PETITIONERS CLAIM TO
DAMAGES, CONTRARY TO THE PROVISIONS OF ART. 1191 OF THE CIVIL
CODE.

III. THE RESPONDENT CA ERRED IN DISMISSING THE SUBJECT

COMPLAINT FINDING THAT THE PETITIONERS FAILED TO JOIN AS
INDISPENSABLE PARTY PLAINTIFF THE SELLING LOT-OWNERS.[3]

We first resolve the issue raised in the third assignment of error.

 Petitioners claim that they lodged the complaint not in behalf of their principles but in their
own name as agents directly damaged by the termination of the contract. The damages prayed for
were intended not for the benefit of their principals but to indemnify petitioners for the losses they
themselves allegedly incurred as a result of such termination. These damages consist mainly of
unearned income and advances.[4] Petitioners, thus, attempt to distinguish the case at bar from those
involving agents or apoderados instituting actions in their own name but in behalf of their
principals.[5] Petitioners in this case purportedly brought the action for damages in their own name
and in their own behalf.
We find this contention unmeritorious.
Section 2, Rule 3 of the Rules of Court requires that every action must be prosecuted and
defended in the name of the real party-in-interest. The real party-in-interest is the party who stands
to be benefited or injured by the judgment or the party entitled to the avails of the suit. Interest,
within the meaning of the rule, means material interest, an interest in the issue and to be affected
by the decree, as distinguished from mere interest in the question involved, or a mere incidental
interest.[6] Cases construing the real party-in-interest provision can be more easily understood if it
is borne in mind that the true meaning of real party-in-interest may be summarized as follows: An
action shall be prosecuted in the name of the party who, by the substantive law, has the right sought
to be enforced.[7]
Do petitioners, under substantive law, possess the right they seek to enforce? We rule in the
negative.
The applicable substantive law in this case is Article 1311 of the Civil Code, which states:

Contracts take effect only between the parties, their assigns, and heirs, except in case
where the rights and obligations arising from the contract are not transmissible by
their nature, or by stipulation, or by provision of law. x x x.

If a contract should contain some stipulation in favor of a third person, he may

demand its fulfillment provided he communicated his acceptance to the obligor before
its revocation. A mere incidental benefit or interest of a person is not sufficient. The
contracting parties must have clearly and deliberately conferred a favor upon a third
person. (Underscoring supplied.)

Petitioners are not parties to the contract of sale between their principals and NHA. They are
mere agents of the owners of the land subject of the sale. As agents, they only render some service
or do something in representation or on behalf of their principals.[8] The rendering of such service
did not make them parties to the contracts of sale executed in behalf of the latter. Since a contract
may be violated only by the parties thereto as against each other, the real parties-in-interest, either
as plaintiff or defendant, in an action upon that contract must, generally, either be parties to said
contract.[9]
Neither has there been any allegation, much less proof, that petitioners are the heirs of their
principals.
 Are petitioners assignees to the rights under the contracts of sale? In McMicking vs. Banco
Espaol-Filipino,[10] we held that the rule requiring every action to be prosecuted in the name of the
real party-in-interest

x x x recognizes the assignments of rights of action and also recognizes that when one
has a right of action assigned to him he is then the real party in interest and may
maintain an action upon such claim or right. The purpose of [this rule] is to require the
plaintiff to be the real party in interest, or, in other words, he must be the person to
whom the proceeds of the action shall belong, and to prevent actions by persons who
have no interest in the result of the same. xxx

Thus, an agent, in his own behalf, may bring an action founded on a contract made for his
principal, as an assignee of such contract. We find the following declaration in Section 372 (1) of
the Restatement of the Law on Agency (Second):[11]
Section 372. Agent as Owner of Contract Right

(1) Unless otherwise agreed, an agent who has or who acquires an interest in a
contract which he makes on behalf of his principal can, although not a promisee,
maintain such action thereon as might a transferee having a similar interest.

The Comment on subsection (1) states:

a. Agent a transferee. One who has made a contract on behalf of another may become
an assignee of the contract and bring suit against the other party to it, as any other
transferee. The customs of business or the course of conduct between the principal
and the agent may indicate that an agent who ordinarily has merely a security interest
is a transferee of the principals rights under the contract and as such is permitted to
bring suit. If the agent has settled with his principal with the understanding that he is
to collect the claim against the obligor by way of reimbursing himself for his advances
and commissions, the agent is in the position of an assignee who is the beneficial
owner of the chose in action. He has an irrevocable power to sue in his principals
name. x x x. And, under the statutes which permit the real party in interest to sue, he
can maintain an action in his own name. This power to sue is not affected by a
settlement between the principal and the obligor if the latter has notice of the agents
interest. x x x. Even though the agent has not settled with his principal, he may, by
agreement with the principal, have a right to receive payment and out of the proceeds
to reimburse himself for advances and commissions before turning the balance over to
the principal. In such a case, although there is no formal assignment, the agent is in
the position of a transferee of the whole claim for security; he has an irrevocable
power to sue in his principals name and, under statutes which permit the real party in
interest to sue, he can maintain an action in his own name.
 Petitioners, however, have not shown that they are assignees of their principals to the subject
contracts. While they alleged that they made advances and that they suffered loss of commissions,
they have not established any agreement granting them the right to receive payment and out of the
proceeds to reimburse [themselves] for advances and commissions before turning the balance over
to the principal[s].
Finally, it does not appear that petitioners are beneficiaries of a stipulation pour
autrui under the second paragraph of Article 1311 of the Civil Code. Indeed, there is no stipulation
in any of the Deeds of Absolute Sale clearly and deliberately conferring a favor to any third person.
That petitioners did not obtain their commissions or recoup their advances because of the non-
performance of the contract did not entitle them to file the action below against respondent
NHA. Section 372 (2) of the Restatement of the Law on Agency (Second) states:

(2) An agent does not have such an interest in a contract as to entitle him to maintain
an action at law upon it in his own name merely because he is entilted to a portion of
the proceeds as compensation for making it or because he is liable for its breach.

The following Comment on the above subsection is illuminating:

The fact that an agent who makes a contract for his principal will gain or suffer loss
by the performance or nonperformance of the contract by the principal or by the other
party thereto does not entitle him to maintain an action on his own behalf against the
other party for its breach. An agent entitled to receive a commission from his principal
upon the performance of a contract which he has made on his principals account does
not, from this fact alone, have any claim against the other party for breach of the
contract, either in an action on the contract or otherwise. An agent who is not a
promisee cannot maintain an action at law against a purchaser merely because he is
entitled to have his compensation or advances paid out of the purchase price before
payment to the principal. x x x.

Thus, in Hopkins vs. Ives,[12] the Supreme Court of Arkansas, citing Section 372 (2) above,
denied the claim of a real estate broker to recover his alleged commission against the purchaser in
an agreement to purchase property.
In Goduco vs. Court of Appeals,[13] this Court held that:

x x x granting that appellant had the authority to sell the property, the same did not
make the buyer liable for the commission she claimed. At most, the owner of the
property and the one who promised to give her a commission should be the one liable
to pay the same and to whom the claim should have been directed. xxx

As petitioners are not parties, heirs, assignees, or beneficiaries of a stipulation pour

autrui under the contracts of sale, they do not, under substantive law, possess the right they seek
to enforce. Therefore, they are not the real parties-in-interest in this case.
 Petitioners not being the real parties-in-interest, any decision rendered herein would be
pointless since the same would not bind the real parties-in-interest.[14]
Nevertheless, to forestall further litigation on the substantive aspects of this case, we shall
proceed to rule on the merits.[15]
Petitioners submit that respondent NHA had no legal basis to rescind the sale of the subject
three parcels of land. The existence of such legal basis, notwithstanding, petitioners argue that they
are still entitled to an award of damages.
Petitioners confuse the cancellation of the contract by the NHA as a rescission of the contract
under Article 1191 of the Civil Code. The right of rescission or, more accurately, resolution, of a
party to an obligation under Article 1191 is predicated on a breach of faith by the other party that
violates the reciprocity between them.[16] The power to rescind, therefore, is given to the injured
party.[17] Article 1191 states:

The power to rescind obligations is implied in reciprocal ones, in case one of the
obligors should not comply with what is incumbent upon him.

The injured party may choose between the fulfillment and the rescission of the
obligation, with the payment of damages in either case. He may also seek rescission,
even after he has chosen fulfillment, if the latter should become impossible.

In this case, the NHA did not rescind the contract. Indeed, it did not have the right to do so for
the other parties to the contract, the vendors, did not commit any breach, much less a substantial
breach,[18]of their obligation. Their obligation was merely to deliver the parcels of land to the NHA,
an obligation that they fulfilled. The NHA did not suffer any injury by the performance thereof.
The cancellation, therefore, was not a rescission under Article 1191. Rather, the cancellation
was based on the negation of the cause arising from the realization that the lands, which were the
object of the sale, were not suitable for housing.
Cause is the essential reason which moves the contracting parties to enter into it.[19] In other
words, the cause is the immediate, direct and proximate reason which justifies the creation of an
obligation through the will of the contracting parties.[20] Cause, which is the essential reason for
the contract, should be distinguished from motive, which is the particular reason of a contracting
party which does not affect the other party.[21]
For example, in a contract of sale of a piece of land, such as in this case, the cause of the
vendor (petitioners principals) in entering into the contract is to obtain the price. For the vendee,
NHA, it is the acquisition of the land.[22] The motive of the NHA, on the other hand, is to use said
lands for housing. This is apparent from the portion of the Deeds of Absolute Sale[23] stating:

WHEREAS, under the Executive Order No. 90 dated December 17, 1986, the
VENDEE is mandated to focus and concentrate its efforts and resources in providing
housing assistance to the lowest thirty percent (30%) of urban income earners, thru
slum upgrading and development of sites and services projects;
WHEREAS, Letters of Instructions Nos. 555 and 557 [as] amended by Letter of
Instruction No. 630, prescribed slum improvement and upgrading, as well as the
development of sites and services as the principal housing strategy for dealing with
slum, squatter and other blighted communities;

xxx

WHEREAS, the VENDEE, in pursuit of and in compliance with the above-stated

purposes offers to buy and the VENDORS, in a gesture of their willing to cooperate
with the above policy and commitments, agree to sell the aforesaid property together
with all the existing improvements there or belonging to the VENDORS;

NOW, THEREFORE, for and in consideration of the foregoing premises and the
terms and conditions hereinbelow stipulated, the VENDORS hereby, sell, transfer,
cede and convey unto the VENDEE, its assigns, or successors-in-interest, a parcel of
land located at Bo. Tadiangan, Tuba, Benguet containing a total area of FIFTY SIX
THOUSAND EIGHT HUNDRED NINETEEN (56,819) SQUARE METERS, more
or less x x x.

Ordinarily, a partys motives for entering into the contract do not affect the contract. However,
when the motive predetermines the cause, the motive may be regarded as the cause. In Liguez vs.
Court of Appeals,[24] this Court, speaking through Justice J.B.L. Reyes, held:

xxx It is well to note, however, that Manresa himself (Vol. 8, pp. 641-642) while
maintaining the distinction and upholding the inoperativeness of the motives of the
parties to determine the validity of the contract, expressly excepts from the rule those
contracts that are conditioned upon the attainment of the motives of either party.

The same view is held by the Supreme Court of Spain, in its decisions of February 4,
1941, and December 4, 1946, holding that the motive may be regarded as causa when
it predetermines the purpose of the contract.

In this case, it is clear, and petitioners do not dispute, that NHA would not have entered into
the contract were the lands not suitable for housing. In other words, the quality of the land was an
implied condition for the NHA to enter into the contract. On the part of the NHA, therefore, the
motive was the cause for its being a party to the sale.
Were the lands indeed unsuitable for the housing as NHA claimed?
We deem the findings contained in the report of the Land Geosciences Bureau dated 15 July
1991 sufficient basis for the cancellation of the sale, thus:

In Tadiangan, Tuba, the housing site is situated in an area of moderate

topography. There [are] more areas of less sloping ground apparently habitable. The
site is underlain by x x x thick slide deposits (4-45m) consisting of huge conglomerate
boulders (see Photo No. 2) mix[ed] with silty clay materials. These clay particles
when saturated have some swelling characteristics which is dangerous for any civil
structures especially mass housing development.[25]

Petitioners content that the report was merely preliminary, and not conclusive, as indicated in
its title:

MEMORANDUM

TO: EDWIN G. DOMINGO

Chief, Lands Geology Division

FROM: ARISTOTLE A. RILLON

Geologist II

SUBJECT: Preliminary Assessment of Tadiangan Housing Project in Tuba,

Benguet[26]

Thus, page 2 of the report states in part:

xxx

Actually there is a need to conduct further geottechnical [sic] studies in the NHA
property. Standard Penetration Test (SPT) must be carried out to give an estimate of
the degree of compaction (the relative density) of the slide deposit and also the
bearing capacity of the soil materials. Another thing to consider is the vulnerability of
the area to landslides and other mass movements due to thick soil cover.Preventive
physical mitigation methods such as surface and subsurface drainage and regrading of
the slope must be done in the area.[27]

We read the quoted portion, however, to mean only that further tests are required to determine
the degree of compaction, the bearing capacity of the soil materials, and vulnerability of the area
to landslides, since the tests already conducted were inadequate to ascertain such geological
attributes. It is only in this sense that the assessment was preliminary.
Accordingly, we hold that the NHA was justified in cancelling the contract. The realization
of the mistake as regards the quality of the land resulted in the negation of the motive/cause thus
rendering the contract inexistent.[28] Article 1318 of the Civil Code states that:

Art. 1318. There is no contract unless the following requisites concur:

 (1) Consent of the contracting parties;
(2) Object certain which is the subject matter of the contract;

(3) Cause of the obligation which is established. (Underscoring supplied.)

Therefore, assuming that petitioners are parties, assignees or beneficiaries to the contract of
sale, they would not be entitled to any award of damages.
WHEREFORE, the instant petition is hereby DENIED.
SO ORDERED.