LINTONJUA, JR.

V ETERNIT CORPORATION

G.R. No. 144805 June 8, 2006

FACTS:

The Eternit Corporation (EC) manufactures roofing materials and

pipeproducts. Ninety (90%) percent of the shares of stocks of EC were owned
by Eteroutremer S.A. Corporation (ESAC), a corporation registered under the
laws of Belgium. Glanville was the General Manager and President of EC,
while Delsauxwas the Regional Director for Asia of ESAC. In 1986, because of
the political situation in the Philippines the management of ESAC wanted to
stop its operations and to dispose the land in Mandaluyong City. They
engaged the services of realtor/broker Lauro G. Marquez. Marquez thereafter
offered the land to Eduardo B. Litonjua. Litonjua counter offered
P20,000,000.00 cash. Marquez apprised Glanville & Delsaux of the offer but
he later on received a letter from Delsaux that the ESAC Regional Office
decided not to proceed with the sale. When informed of this, the Litonjuas,
filed a complaint for specific performance and payment for damages on
account of the aborted sale.

ISSUE:

Whether or not Marquez needed a written authority from respondent

ETERNIT before the sale can be perfected.

HELD:

No. The general principles of agency govern the relation between the
corporation and its officers or agents, subject to the articles of incorporation,
by-laws, or relevant provisions of law. Agency may be oral unless the law
requires a specific form. However, to create or convey real rights over
immovable property, a special power of attorney is necessary. Thus, when a
sale of a piece of land or any portion thereof is through an agent, the
authority of the latter shall be in writing, otherwise, the sale shallbe void. In
this case, the petitioners failed to adduce in evidence any resolution of
theBoard of Directors of EC empowering Marquez, Glanville or Delsaux as its
agents,to sell, let alone offer for sale, for and in its behalf, the eight parcels
of land owned by it.