Laws Applicable:
FACTS:
- Philippine Health-Care Providers, Inc. (Maxicare) formally appointed Estrada as its General Agent evidenced by a letter-agreement dated February 16, 1991 granting him a commission equivalent to:
- 15 to 18% from individual, family, group accounts
- 2.5 to 10% on tailored fit plans
- 10% on standard plans of commissionable amount on corporate accounts
- Maxicare had a "franchising system" in dealing with its agents whereby an agent had to first secure permission from to list a prospective company as client
- MERALCO account was included as corporate accounts applied by Estrada
- Estrada submitted proposals and made representations to the officers of MERALCO regarding the MAXICARE Plan but MERALCO directly negotiated with MAXICARE from December 1, 1991 to November 30, 1992 and was renewed twice for a term of 3 years each
- March 24, 1992: Estrada through counsel demanded his commission for the MERALCO account and 9 other accounts but it was denied by MAXICARE because he was not given a go signal to intervene in the negotiations for the terms and conditions
- RTC: Maxicare liable for breach of contract and ordered it to pay Estrada actual damages in the amount equivalent to 10% of P20,169,335 representing her commission for Meralco
- CA: Affirms in toto
ISSUE: W/N Estrada should be paid his commission for the Maxicare Plans subscribed by Meralco
HELD: YES. petition is DENIED
- Both courts were one in the conclusion that Maxicare successfully landed the Meralco account for the sale of healthcare plans only by virtue of Estrada’s involvement and participation in the negotiations
- Maxicare’s contention that Estrada may only claim commissions from membership dues which she has collected and remitted to Maxicare as expressly provided for in the letter-agreement does not convince us. It is readily apparent that Maxicare is attempting to evade payment of the commission which rightfully belongs to Estrada as the broker who brought the parties together.
- The only reason Estrada was not able to participate in the collection and remittance of premium dues to Maxicare was because she was prevented from doing so by the acts of Maxicare, its officers, and employees.
- Agent vs. Broker:
- agent
- receives a commission upon the successful conclusion of a sale
- broker
- earns his pay merely by bringing the buyer and the seller together, even if no sale is eventually made
- "procuring cause" in describing a broker’s activity
- cause originating a series of events which, without break in their continuity, result in the accomplishment
- efforts must have been the foundation on which the negotiations resulting in a sale began
- Even a cursory reading of the Complaint and all the pleadings filed thereafter before the RTC, CA, and this Court, readily show that Estrada does not concede, at any point, that her negotiations with Meralco failed -Counsel's contention is wrong
- Estrada is entitled to 10% of the total amount of premiums paid by Meralco to Maxicare as of May 1996 (including succeeding renewals)