CASE DIGEST : MALATE CONSTRUCTION DEVELOPMENT CORPORATION* AND GIOVANNI OLIVARES VS. EXTRAORDINARY REALTY AGENTS & BROKERS COOPERATIVE G.R. No. 243765 GAERLAN

 FACTS : The case involves Malate Construction Development Corporation (MCDC) and its president Giovanni Olivares, who sought to overturn the Court of Appeals’ affirmation of an RTC ruling ordering them to pay commissions and attorney’s fees to Extraordinary Realty Agents & Brokers Cooperative (ERABCO). In 2003, MCDC contracted ERABCO to promote and sell units in Mahogany Villas, agreeing to pay commissions based on sales milestones. When MCDC refused to pay in 2005–2006, ERABCO filed a complaint for P4,962,935.77 plus damages and attorney’s fees. The RTC found that ERABCO sold 202 units and was entitled to nine percent of the total sales, awarding P4,069,919.88 in unpaid commissions and P50,000 in attorney’s fees, with Olivares held solidarily liable. The CA affirmed the RTC, ruling that MCDC’s buy-back of some units and cancellation of the Marketing Agreement did not negate ERABCO’s right to earned commissions, and modified interest rates accordingly. The Supreme Court denied MCDC’s petition, confirming that contractual obligations must be honored and that corporate officers may be held liable for payments due under valid agreements.

ISSUE : WON MCDC is liable for broker's fees 
WON Olivares may be held solidarily liable with MCDC.

HELD : In this case, MCDC and Olivares challenged the CA’s affirmation of the RTC ruling ordering payment of commissions to ERABCO, arguing lack of evidence, improper burden shifting, and Olivares’ personal liability. ERABCO countered that it had fulfilled its obligations under the Marketing Agreement, and that MCDC had admitted the authenticity of relevant documents, allowing photocopies as evidence. The Court emphasized that factual findings are generally not revisited on certiorari unless clearly unsupported or based on speculation. It affirmed that the Marketing Agreement, which outlined ERABCO’s promotional and selling duties and the conditions for commission release, was clear and binding, and that ERABCO completed its obligations by facilitating sales of 202 units totaling over P140 million. MCDC’s argument that subsequent “buy-back” of units relieved it of payment obligations was rejected, as the sales were completed and proceeds released. However, the Court ruled that Olivares could not be held personally liable, since there was no clear evidence of bad faith, gross negligence, or conflict of interest. Consequently, the Court modified the CA decision by removing Olivares’ personal liability and ordered MCDC to pay ERABCO the remaining commission of P4,069,919.88 with legal interest as specified.