ROSA LIM vs.

CA
FACTS:
Lim, who arrived from Cebu, received from Suarez 2 pieces of jewelry: a diamond ring
and a bracelet to be sold on commission basis. Lim returned the bracelet to Suarez, but
failed to return the diamond ring or to turn over the proceeds thereof if sold. Suarez
wrote a demand letter asking for the return of the ring or the proceeds of the sale
thereof. 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 didnt 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.

ISSUE:
Was the real transaction between Lim & Suarez a real contract of agency to sell on
commission basis as set out in the receipt or a sale on credit?

HELD:
The transaction between them was a contract of agency to sell on commission basis.
Lims signature indeed appears on the upper portion of the receipt below, but this fact
doesnt have the effect of altering the terms of the transaction form a contract of agency
to sell on commission basis to a contract of sale. The moment she affixed her signature
thereon, Lim became bound by all the terms stipulated in the receipt.

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 in law w/c require certain formalities for particular contracts. The 1 st is
when the form is required for the validity of the contract; the 2 nd is when it is required to
make the contract effective as against 3rd parties; and the 3rd is for the purpose of
proving the existence of the contract, e.g. those included in the Statute of Frauds. A
contract of agency to sell on commission basis doesnt belong to any of these 3
categories, hence it is valid and enforceable in whatever form they may be entered into.

There is only 1 type of legal instrument where the law strictly prescribes the location of
the signature of the parties thereto. This is in case of notarial wills. But in the case at
bar, the parties didnt execute a notarial will but a simple contract of agency to sell on
commission basis, thus making the position of Lims signature immaterial.