MARINE CULTURE, INC., PETITIONER, VS. THE HON. COURT OF APPEALS AND ALFREDO CORONEL, RESPONDENTS.

An appeal by Certiorari from the decision of respondent Court
of Appeals (CA-G.R. CV. No. 22805) affirming with modification the judgment of
the Regional Trial Court of Malolos, Bulacan, Branch 14 (Civil Case No.
8155-M), which ordered petitioner Marine Culture, Inc. to pay the private
respondent Alfredo Coronel the unpaid balance, in the sum of P49,000.00, of his
commis­sion for his successful efforts in leasing petitioner’s fishpond in San
Nicolas, Bulacan, Bulacan, to Messrs. Rufino Reyes and Victorino Ramos.

As found by the Appellate Court, the facts are as follows:

“In his complaint, plaintiff Alfredo Coronel alleges that the
defendant, Marine Culture, Inc., hired his services as agent for looking and
negotiating for the lease, operation or management of a fishpond in San
Nicolas, Bulacan, Bulacan, ‘as per contract’ (a copy of which is attached as
Annex A to the complaint), for a consideration or commission of P50,000.00;
that ‘through the sole efforts and expenses of plaintiff,’ the said fishpond
‘was transferred and/or given in management and operation to a person with whom
defendant entered into an agreement;’ that out of the agreed commission of
P50,000.00, the defendant paid plaintiff only P1,000.00, thereby leaving an
unpaid balance of P49,000.00; and that despite repeated demands made by
plaintiff on defendants, the latter has failed/refused to pay to the former the
said unpaid balance. Hence, plaintiff
further alleges, he had to file the present action and had to incur expenses of
collection and litigation in the amount of P20,000.00 and had to hire the
services of counsel for the amount of P15,000.00. Plaintiff prays for the recovery from defendant of the sum of P49,000.00 with interest
of 12% per annum from April 14,
1985 until fully paid, P20,000.00 for collection and litigation expenses,
P15,000.00 as attorney’s fees, and the costs of the suit.

“In its Answer, defendant alleged inter alia
that it had no contract of whatsoever nature with plaintiff and therefore no
contractual relation exists between them; that plaintiff’s cause of action is
unenforceable under the Statute of Frauds; that under its by-laws and articles
of incorporation, it can enter into contracts involving the assumption of
obligations or the payment of sums of money only through its officers as
specifically authorized by its board of directors, and the actionable document
(Annex A) of the complaint is not a contract entered into by any duly
authorized officer of the defendant; and that granting arguendo that
said contract was entered into by Mr. Danilo Dg. To­bias, the former manager of
defendant, yet the fact is that Mr. Tobias was never authorized by defendant’s
board of directors to enter into any agreement with the plaintiff for the
purpose alleged in the complaint.

“The trial court made the following factual findings: (1) On October 29, 1979, at the special
meeting of the stockholders and board of directors of defendant corporation, a
resolution was adopt­ed empowering the general manager of defendant corporation, Mr. Tobias, to make the necessary
action which he deems vital and important and to make suggestions and
recommendations to the board which he feels will help improve and/or
materialize its goal. (2) On the basis
of said power, Mr. Tobias authorized plain­tiff to look for leases of the
fishpond owned by defendant at P1,650,000.00 for which plaintiff will receive a
commission of P50,000.00. (3) Plaintiff
was able to negotiate the lease of the fishpond to Rufino Reyes and Victo­rino
Ramos, and the corresponding lease contract was executed between defendant and
Messrs. Reyes and Ramos. (4) Upon
plaintiff’s demand, he was given only P1,000.00 of the agreed P50,000.00
commission leaving a balance of P49,000.00. The trial court concluded that under the above-mentioned resolution, Mr.
Tobias ‘was given the discretion to act in behalf of the corporation on
matters which he deems vital and important,’ and the leasing of the fishpond of
the corporation ‘is vital and important because it would earn millions of
peso[s] for the corporation as in fact it has;’ and that such authority given
to Mr. Tobias ‘must be held valid and binding between plaintiff and defendant
for to hold otherwise would cause great injustice to the plain­tiff who made
defendant richer by the millions.’

“Accordingly, [on January 31, 1989], judgment was rendered, viz;

“’WHEREFORE, judg­ment is rendered, ordering defendant Marine
Culture, Inc. to pay the plaintiff P49,000.00 with legal interest of 12% from
April 14, 1985 until the same is fully paid; P10,000.00 litigation expenses;
P15,000.00 attorney’s fee.’” (pp. 31-32, Rollo.)

From said decision, petitioner appealed to the Court of Appeals
which, on September 26, 1991, affirmed the trial court’s judgment but modified
it by deleting the award of P10,000.00 as litigation expenses to the private
respondent.

The lone issue in this petition for review of the appellate
court’s decision is whether or not Danilo Tobias had authority to engage the
private respondent as agent, for a commission of P50,000.00, to find a
lessee/lessees of the petitioner’s fishpond.

The pertinent portion of the resolution dated October 29, 1979 of
the petitioner’s Board of Directors reads:

“RESOLVED, further that as such General Manager of the
Corporation, Mr. [Danilo] Tobias is empow­ered to make the necessary action
which he deems vital and important; make suggestions and recommenda­tions to
the Board which he feels will help improve and/or materialize its goal.”
(p. 21, Rollo.)

On the basis of that resolution, Tobias contracted the services
of private respondent as follows:

“August 21, 1984

“Sa Kinauukulan,

“Binibigyan ko ng karapatan si Alfredo Coronel na ipabuwis ang
palaisdaan sa halagang, isang milyon at anim na raan at limanpung libo
(P1,650,000.00) piso.

“Porsiyento-limanpung libo (P50,000.00) piso.

“Salamat.

“Gumagalang,

(Sgd.)

“Danilo Tobias

“GEN. MRG. MCI” (p. 33, Rollo)

Private respondent is clearly entitled to his commission. As noted by the trial court and the
appellate court:

“x x x the aforementioned Resolution adopted by defendant’s Board
of Directors on October 29, 1979, is sufficient for the purpose of making the
agreement signed by Mr. Tobias on August 21, 1984, binding on defendant, as the
said agreement involves something which is ‘vital and important’ to defend­ant,
and this is all that is re­quired under the cited Resolution, in order that the
general manager of defendant may validly make any necessary action binding on
defendant.

“Moreover, the issue concern­ing the requirement of a special
power of attorney under the above-cited provisions of the Civil Code is being
raised for the first time in the appeal before Us. It was not raised as a defense in the Answer nor in any other
pleading before the trial court. It is
the rule that issues not raised in the trial court cannot be raised for the
first time on appeal. (Garcia vs. Court
of Appeals, 102 SCRA 597; Matienzo vs. Sevidad, 107 SCRA 276.) For it would
indeed be unfair to the adverse party if an entirely new issue is raised on
appeal as it had no opportunity to counteract this new issue. (Anchuelo vs. IAC, 147 SCRA 434.)” (pp.
33-34, Rollo.)

Furthermore, since the petitioner benefited from the services of
the private respondent because it was able to lease its fishpond to Rufino
Reyes and Victorino Ramos for the desired price, it is but fair that it should
pay for those services. It may not
unjustly enrich itself at the expense of the private respondent.

WHEREFORE, the petition for review of the decision of the
Court of Appeals in CA-GR CV NO. 22805 is DENIED for lack of merit.

SO ORDERED.

Cruz, (Chairman), Bellosillo, and
Quiason, JJ., concur.