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SALES Case Digest DEFINITION OF CONTRACT OF SALE 1.) SPOUSES ONNIE SERRANO AND AMPARO HERRERA vs. .R. No. 139173, February 28, 2007 Facts: Petitioners are registered owners of a . On March 23, 1900, respondent offered to buy the lot and petitioners agreed to sell itndent then gave �100,000 as partial payment. A few days after, respondent, through hisitioners informing them of his readiness to pay the balance of the contract price and reqhe Deed of Sale. Petitioners, through counsel, informed respondent in a letter tha would be leaving for abroad on or before April 15, 1990 and they are cancelat respondent may recover the earnest money (�100,000) anytime. Petitioners also wrote t they already delivered a manager’s check to his counsel in said amount. Respoplaint for specific performance and damages with the RTC of Makati. The trial court ruledected contract of sale between the parties and ordered the petitioners to execute a final dndent. The Court of appeals affirmed said decision. Issue: Whether or not there was a e transaction was a contract to sell. “When petitioners declared in the “Receipt for PartR. GODOFREDO CAGUIAT THE AMOUNT OF ONE HUNDRED THOUSAND PESOS AS PARTIAL PAYMENT OF OUR LOTAT PROMISED TO PAY THE BALANCE OF THE PURCHASE PRICE ON OR BEFORE MARCH 23, 1990, AND GN THE FINAL DEED OF SALE ON THIS DATE.” there can be no other interpretation nditional contract of sale, consummation of which is subject only to the full payment of thct to sell is akin to a conditional sale where the efficacy or obligatory force of the vfer title is subordinated to the happening of a future and uncertain event, so that ifn does not take place, the parties would stand as if the conditional obligation had ne condition is commonly full payment of the purchase price. “In this case, the “Rs that the true agreement between the parties is a contract to sell. “First, ownership oetitioners and was not to pass to respondent until full payment of the purchase prreement between the parties was not embodied in a deed of sale. The absence ofveyance is a strong indication that the parties did not intend immediate transfer ut only a transfer after full payment of the purchase price. Third, petitioners ssion of the certificate of title of the lot. “It is true that Article 1482 provides tn in a contract of sale, it shall be considered as part of the price and prooftract. However, this article speaks of earnest money given in a contract of sale. In this cen in a contract to sell. The earnest money forms part of the consideration only ated upon full payment of the purchase price. “Clearly, respondent cannot compel petir ownership of the property to him.” 2.) JULIE NABUS, MICHELLE NABUS and BETTSON and JULIA PACSON, G.R. No. 161318, November 25, 2009 3.) MILA A. REYES vs. VICTORIe 1, 2011 Facts: Petitioner Mila Reyes owns a three‐storey commercial building espondent, Victoria Tuparan leased a space on said building for a monthly rental of P4, a tenant, respondent also invested in petitioner�s financing business. On June 20tioner borrowed P2 Million from Farmers Savings and Loan Bank (FSL Bank) and moding and lot (subject real properties). Reyes decided to sell the property for P6.5 Millioninance her business. Respondent offered to conditionally buy the real properties for on installment basis without interest and to assume the bank loan. The conditions are thee cancelled if the petitioner can find a buyer of said properties for the amount of P6.5 Mihs. All payments made by the respondent to the petitioner and the bank will be refunded to onthly interest. 2. Petitioner Reyes will continue using the space occupied by thout rentals for the duration of the installment payments. 3. There will be a lease for ly rental of P8, 000 after full payment has been made by the defendant. 4. The defendantyment of the fire insurance policies of the 2 buildings, following the expiration of the cuime the respondent has fully paid the purchase price They presented the proposal for TupSL Bank. The bank approved on the condition that the petitioner would remain as ge obligation. Petitioner�s Contention: Under their Deed of Conditional Sale, the rliged to pay a lump sum of P1.2 Million in three fixed installments. Respondent, however det of the installments. To compensate for her delayed payments, respondent agreed oner monthly interest. But again, respondent failed to fulfill this obligation. Ter further alleged that despite her success in finding another buyer according to theigreement, respondent refused to cancel their transaction. The respondent also neglnew the fire insurance policy of the buildings. Respondent�s Answer: Respondent allegeConditional Sale of Real Property with Assumption of Mortgage was actually a pure and ale with a term period. It could not be considered a conditional sale because the obligation therein did not depend upon a future and uncertain event. She als
e was able to fully pay the loan and secure the release of the mortgage. Sincan the P4.2 Million purchase price, rescission could not be resorted to since to longer be restored to their original positions.
Issue: Is the conditional sale at bar a contract of sale or a contract to sn or obligation be rescinded given that the conditions were not satisfied? Ruof conditional sale was a contract to sell. It was of the opinion that althougitled to a rescission of the contract, it could not be permitted because her non‐paymense price “may not be considered as substantial and fundamental breach of the cohe object of the parties in entering into the contract.” The RTC believed that respondent nd willingness to settle her obligation. Hence, it would be more equitable to gchance to pay the balance plus interest within a given period of time. The couondent to pay the petitioner the unpaid balance of the purchase price. CA: The CA agreemedy of rescission could not apply because the respondent’s failure to pay the lance of the purchase price in the total amount of �805,000.00 was not a breach of contraented the seller (petitioner) from conveying title to the purchaser (respondent). Since resady paid a substantial amount of the purchase price, it was but right and just to allow herchase price plus interest. SC: The SC agrees that the subject Deed of Conditionaion of Mortgage is a contract to sell and not a contract of sale. The subject contract wcontract to sell based on the following pertinent stipulations: 8. That the title ject real properties shall remain with the First Party until the full payment of the Secondrchase price and liquidation of the mortgage obligation of �2,000,000.00. Pending e balance of the purchase price and liquidation of the mortgage obligation that he Second Party, the Second Party shall not sell, transfer and convey and othere subject real properties without the written consent of the First and Third Party. 9by the Second Party of the full balance of the purchase price and the assumed n herein mentioned the Third Party shall issue the corresponding Deed of Cancellation ofst Party shall execute the corresponding Deed of Absolute Sale in favor of the Second Partyip of the subject properties remains with the petitioner until the respondent fulance of the purchase price and the assumed mortgage obligation. Without respondent’e can be no breach of contract to speak of because petitioner has no obligation e. The court agrees that a substantial amount of the purchase price has already been paid. uparan to pay the said unpaid balance of the purchase price to Reyes. Granting thbe permitted under Article 1191, the Court still cannot allow it for the reasonng the circumstances, there was only a slight or casual breach in the fulfillmeion. The court considered fulfillment of 20% of the purchase price is NOT a suUnless the parties stipulated it, rescission is allowed only when the breach of substantial and fundamental to the fulfillment of the obligation. Whether the bret or substantial is largely determined by the attendant circumstance. As for the 6%ner failed to substantiate her claim that the respondent committed to pay it. Petition is dLTY COMPANY and EDITH PEREZ DE TAGLE vs. BORMAHECO, INC., FRANCISCO N. CERVANTES and RS, 65 SCRA 352, G.R. No. L‐26872, July 25, 1975 Facts:
Francisco Cervantes of Bormaheco Inc. agrees to sell to Villonco Realty a parcel of land ed in Buendia, Makati. Bormaheco made the terms and condition for the sale and Villonco rcations. The sale is for P400 per square meter but it is only to be consummhall have also consummated purchase of a property in Sta. Ana, Manila. Bormahecog for the Sta.Ana land and subsequently bought the property. Villonco issued a cheing to P100,000 as earnest money. After 26 days from signing the contract of sale, the P100,000 to Villonco with 10% interest for the reason that they are not sure yet if therty. Villonco rejected the return of the check and demanded for specific perforWON Bormaheco is bound to perform the contract with Villonco. Ruling: The contract id when Bormaheco accepted the offer by Villonco. The acceptance can be proven wcepted the check from Villonco and then returned it with 10% interest as stipulated in thOn the other hand, the fact that Villonco did not object when Bormaheco encashet it accepted the offer of Bormaheco. Whenever earnest money is given in a contract of sat of the price and as proof of the perfection of the contract" (Art. 1482, Civil Code). IONG vs. THE HON. COURT OF APPEALS and BUEN REALTY DEVELOPMENT CORPORATION, 238 SCRA 602, Gr 2, 1994 Facts: The plaintiffs were tenants or lessees of residential and cod by defendants in Binondo, Manila since 1935 religiously paying rent. On several conditior 9, 1986, defendants informed the plaintiffs that they are offering to sell the premriority to acquire the same. During negotiations, Bobby Cu Unjieng offered a price of P6‐ made a counter of offer of P5‐ million. Plaintiff thereafter asked the defendants to put theefendants acceded. In reply to defendants’ letter, plaintiffs wrote, asking that th
terms and conditions of the offer to sell. When the plaintiffs did not receive any reply, r with the same request. Since defendants failed to specify the terms and conditionecause of information received that the defendants were about to sell the propertyere compelled to file the complaint to compel defendants to sell the property tmissed the complaint on the ground that the parties did not agree upon the terms and conditce, there was no contract of sale at all. On November 15, 1990, the Cu Unjieng se transferring the property in question to Buen Realty and Development Corporatioty, as the new owner of the subject property, wrote to the lessees demanding the ses. In its reply, petitioner stated that Buen Realty and Development Corporation brerty subject to the notice of lis pendens. The RTC ordered the CU Unjiengs to execute thperty in litigation favor of plaintiffs for the consideration of P15M in
recognition of petitioner’s right of first refusal and that a new Transfer Certiued in favor of the buyer. The court set aside the title issued to Buen Realty Corporatuted in bad faith. The judge issued a writ of execution. The appellate court set ahout force and effect the above orders of the court a quo. Issue: WON Buen Realtn by the virtue of notice of lis pendens? Ruling: In the law of sales, the so‐called dical relation. Needless to point out, it cannot be deemed a perfected contract remise that such right of first refusal has been decreed under final judgment, its breach cndingly an issuance of writ of execution under a judgment that merely recognizes its existeent in Civil Case No. 87‐41058, it must be stressed, has merely accorded a “rivor of petitioners. Petitioners are aggrieved by the failure of private respondents to st refusal, the remedy is not the writ of execution on the judgment, since there is none toes in a proper forum for the purpose. Furthermore, Buen Realty, having not impleaded in tannot be held subject to the writ of execution issued by the respondent judge, let alone ip and possession of the property, without first being afforded a day in court. • tions that deal not only with the title or possession of a property but also with the use osequent sales or transfers, the Register of Deeds is duty bound to carry over the notice ofd. 6.) PERPETUA VDA. DE APE vs. THE HONORABLE COURT OF APPEALS and GENOROSARA 193, G.R. No. 133638, April 15, 2005 Facts: Cleopas Ape was the registered owner o�s death, the property passed on to his wife, Maria Ondoy, and their eleven (1y: Fortunato, Cornelio, Bernalda, Bienvenido, Encarnacion, Loreta, Lourdes, Felicida, Dominador, and Angelina, all surnamed Ape. On 15 March 1973, Generosa Cawit de ndent herein), joined by her husband, Braulio, instituted a case for "Specific Performanceamages" against Fortunato and his wife Perpetua (petitioner herein) before the then Coutance of Negros Occidental. It was alleged in the complaint that on 11 April ndent and Fortunato entered into a contract of sale of land under which for a ,000.00, Fortunato agreed to sell his share in the lot to private respondent. Tcontained in a receipt prepared by private respondent�s son‐in‐law, Andres Flores, at o and petitioner denied the material allegations of the complaint and claimed thever sold his share in Lot to private respondent and that his signature appearied receipt was forged. By way of counterclaim, the defendants below maintained haviract of lease with respondent involving Fortunato�s portion of the lot. Petitionehat the entire lot had not yet been formally subdivided; that on 11 April 1971went to private respondent�s house to collect past rentals for their land then leasedr, they managed to collect only thirty pesos; that private respondent made her (peband sign a receipt acknowledging the receipt of said amount of money; and that the contentxplained to them. She also stated
in her testimony that her husband was an illiterate and only learned how to wrployed in a sugar central. Issue: Whether or not there was a valid contract of sale? the records of this case betray the stance of private respondent that Fortunato Apgreement with her. A contract of sale is a consensual contract, thus, it is perfected by orn from the moment there is a meeting of minds upon the thing which is the object of the sion, the parties may reciprocally demand performance, that is, the vendee may compel the ership and to deliver the object of the sale while the vendor may demand the g sold. For there to be a perfected contract of sale, however, the following esent: consent, object, and price in money or its equivalent. In the case of Leonardo v.ned the element of consent, to wit: The essence of consent is the agreement of tf the contract, the acceptance by one of the offer made by the other. It isinds of the parties on the object and the cause which constitutes the contract. xtend to all points that the parties deem material or there is no consent at all. For cet the following requisites: (a) it should be intelligent, or with an exact notion oers; (b) it should be free and (c) it should be spontaneous. Intelligence in consent is viviolence, intimidation or undue influence; spontaneity by fraud. As can be gleas�s testimony, while he was very much aware of Fortunato�s inability to read and wrage, he did not bother to fully explain to the latter the substance of the receipt. He evenebody else to assist Fortunato considering that a measly sum of thirty pesos was involvls the contract of sale between Fortunato and private respondent on the ground of vitiUSES MARIO AND ELIZABETH TORCUATOR vs. SPOUSES REMEGIO AND GLORIA BERNABE and SPOUSES DDES SALVADOR, 459 SCRA 439, G.R. No. 134219, June 8, 2005 CHARACTERISTICS 1.) FERNELO FONACIER, GEORGE KRAKOWER, LARAP MINES & SMELTING CO., INC., SEGUNDINA VIVAS,
ANTE, PACIFICO ESCANDOR and FERNANDO TY, 2 SCRA 830, G.R. No. L‐11827, July 31,nt‐appellant Fonacier was the owner/holder of 11 iron lode mineral claims, known aituated in Camrines Norte. By “Deed of Assignment, Respondent constituted and appppellee Gaite as attorney‐in‐fact to enter into contract for the exploration and developmens on. On March 1954, petitioner executed a general assignment conveying the claims inMines, which owned solely and belonging to him. Thereafter, he underwent development and or the mining claims which he estimates to be approximately 24 metric tons of iron ore. o revoke the authority given to Gaite, whereas respondent assented subject to certainsequently a revocation of
Power of Attorney and Contract was executed transferring P20k plus royalties fromlaims, all rights and interest on the road and other developments done, as well asness name, goodwill, records, documents related to the mines. Furthermore, included in the rights and interest over the 24K+ tons of iron ore that had been extracted. LaP65K was to be paid for covering the first shipment of iron ores. To secure tdent executed a surety bond with himself as principal, the Larap Mines and Smeltockholder as sureties. Yet, this was refused by petitioner. Appelle further requr bond underwritten by a bonding company to secure the payment of the balance. d was produced with Far Eastern Surety as an additional surety, provided the liabilld only prosper when there had been an actual sale of the iron ores of not less65k, moreover, its liability was to automatically expire on December 1955. On December pired and no sale amounting to the stipulation as prior agreed nor had the balance er by respondent. Thus such failure, prompted petitioner to file a complaint in the CFI oe balance and other damages. The Trial Court ruled in favor of plaintiff ordering defendwith interest. Afterwards an appeal was affected by the respondent where several presented for resolution: a motion for contempt; two motions to dismiss the appeal foademic; motion for a new trial, filed by appellee Gaite. The motion for contempt rious, while the rest of the motions were held unnecessary to resolve Issue: Whether ed in holding the obligation of appellant Fonacier to pay appelle Gaite the balance or term and not one with a suspensive condition; and that the term expired on Do error was found, affirming the decision of the lower court. Gaite acted within his rightt and instituting this action one year from and after the contract was executedthe appellant debtors had impaired the securities originally given and thereby fofurther time within which to pay; or because the term of payment was originally of no moref P65k, became due and payable thereafter. The Lower Court was legally correct in holdinore is not a condition or suspensive to the payment of the balance of P65k, but was only What characterizes a conditional obligation is the fact that its efficacy or obligatory shed from its demandability, is subordinated to the happening of a future and uncat if the suspensive condition does not take place, the parties would stand as if the condir existed. The sale of the ore to Fonacier was a sale on credit, and not an aleatory conuld assume the risk of not being paid at all; and that the previous sale or shipment of ther the payment of the balance of the agreed price, but was intended merely to fix the futuright of Fonacier to insist that Gaite should wait for the sale or shipment of the ore bor, in other words, whether or not they are entitled to take full advantage ofthem for making the payment. The appellant had indeed have forfeited the right o wait for the sale of the ore before receiving payment of the balance of P65heir failure to renew the bond of the Far Eastern Surety Company or else replalent guarantee. The expiration of the bonding company�s undertaking on December 8antially reduced the security of the vendor�s rights as creditor for the unpaid rity that Gaite considered essential and upon which he
had insisted when he executed the deed of sale of the ore to Fonacier (first hs 2 and 3 of Article 1198 of the Civil Code of the Philippines: ART. 1198. ery right to make use of the period: “(2) When he does not furnish to the creditor ch he has promised. (3) When by his own acts he has impaired said guaranties oeir establishment, and when through fortuitous event they disappear, unless he immedew ones equally satisfactory.” Appellants� failure to renew or extend the surety its expiration plainly impaired the securities given to the creditor (appellee Gaite), unly renewed or replaced. Nevertheless, there is no merit in appellants� argument that Gaiturety company�s bond with full knowledge that on its face it would automaticallyone year was a waiver of its renewal after the expiration date. No such waiverended, for Gaite stood to lose and had nothing to gain barely; and if there was any, itd only if the appellants had agreed to sell the ore and pay Gaite before the surety company5. But in the latter case the defendants‐appellants� obligation to pay became absolutrom the transfer of the ore to Fonacier by virtue of the deed, first bond. STAGES 1.uted by her legal heirs, DR. NATIVIDAD A. TULIAO, CORAZON A. JALECO and LILIA ES ANTONIO PADUA and EUGENIA PADUA, 462 SCRA 614, G.R. No. 165420, June 30, 2005 Facts:Ainza bought one‐half of an undivided portion of the property from her daughter, Euband, Antonio, for One Hundred Thousand Pesos (P100, 000.00). No Deed of Absolute d to evidence the transaction, but cash payment was received by the respondents.
ical delivery of the land through Concepcion’s other daughter (Natividad) acting as aion thereafter allowed Natividad and her husband occupy the purchased portion of the land. division of the lot into three, necessarily displacing Natividad. He also had ean titled. Antonio requested Natividad to vacate the premises. Antonio averred that hisd of selling 1/3 of the property to Concepcion for which a receipt was issued sihe RTC ruled in favor of Concepcion that the sale was consummated when both cocomplied with their respective obligations. Eugenia transferred possession by delhe property to Concepcion who in turn paid the purchase price. It also declarr of the property did not violate the Statute of Frauds because a fully executt fall within its coverage. The CA reversed the RTC ruling. Issue: Whether een Ainza and Eugenia is valid. Ruling: Yes. A contract of sale is perfected byting of the minds on the offer and the acceptance thereof based on subject mats of payment. In this case, there was a perfected contract of sale between Eugn. The records show that Eugenia offered to sell a portion of the property to Concer and agreed to pay P100, 000.00 as consideration. The contract of sale was cparties fully complied with their respective obligations. Eugenia delivered the Concepcion, who in turn, paid Eugenia the price of One Hundred Thousand Pesos (P100
Since the land was undivided when it was sold, Concepcion is entitled to have AL CONTRACT OF SALE 1.) PEOPLE�S HOMESITE & HOUSING CORPORATION vs. COURT OF APPDOZA and ADELAIDA R. MENDOZA, 133 SCRA 777, G.R. No. L‐ 61623, December 26, 1984 Facts: oard of directors passed Resolution No. 513 wherein it stated that subject to the appouncil of the Consolidation Subdivision Plan, Lot 4 containing 4,182.2 square meterto Spouses Rizalino and Adelaida Mendoza, at a price of twenty‐one pesos (P21.00r and that this award shall be subject to the approval of the OEC (PHHC) Valuigher authorities. However, the city council disapproved the proposed consolidationision plan of which the spouses were advised through registered mail. Another sun was prepared which included Lot 4, with a reduced area of 2,608.7, and was ouncil on Feb. 25, 1964. On April 26, 1965, the PHHC board of directors, howevtion recalling all awards of lots to persons who failed to pay the deposit or down paymenhe Mendozas never paid the price of the lot nor made the 20% initial deposit. On October 18rs passed Resolution No. 218, withdrawing the tentative award of Lot 4 to the Mre‐awarding said lot jointly and in equal shares to Miguela Sto. Domingo, Enriqulio Pinzon, Leonardo Redubloand Jose Fernandez who were able to make the required 20% odeposit and thereafter, the corresponding deeds of sale were executed in their favor. The sive lots was approved by the city council and the Bureau of Lands. The Mendoza spouseration of the withdrawal of the previous award to them of Lot 4 and for the canceaid lot to Sto. Domingo and four others. Before the request could be acted upod the instant action for specific performance and damages. The trial court sustarawal of the award which was appealed by the Mendozas. The Appellate Court reversed that ed void the re‐award of Lot 4 and the deeds of sale and directed the PHHC to se03.7 square meters at P21 a square meter and pay to them P4,000 as attorney�s penses. The PHHC appealed to this Court. Issue: Whether or not there was a perfected sa, to the Mendozas which they can enforce against the PHHC by an action for sRuling: The SC hold that there was no pertected sale of Lot 4. It was condily awarded to the Mendozas subject to the approval by the city council of the prubdivision plan and the approval of the award by the valuation committee and higher authoricil disapproved the subdivision plan, the Mendozas were advised through registered964, when the revised plan was approved, the Mendozas should have manifested in cceptance of the award for the purchase of Lot 4 just to show that they were s purchase although the area was reduced and to obviate ally doubt on the matthe PHHC board of directors acted within its rights in withdrawing the tentative award. Tis perfect at the moment there is meeting of the minds upon the thing which itract, and upon the price. From that moment, the parties may reciprocally demandsubject to the law governing the form of contracts (Art. 1475, Civil). Under the not say there was a meeting of minds on the purchase of Lot 4 with an area of 2,608.7square
2.) Sps. ENRIQUE and CONSUELO LIM vs. THE HONORABLE COURT OF APPEALS, Sps. TERESITA and OSCnd ANITA ORLINO, Sps. ROMULO and CONSUELO ORLINO and Sps. FELIX and DOLORES ORLINOo. 85733, February 23, 1990 Facts: The subject of this controversy is a parcel ed by Felix, Manuel and Maria Concepcion Orlino, who mortgaged it to the Progrel Bank as security for a P100,000.00 loan on July 1, 1965 consisting of 1,101 square meten, Quezon City. The loan not having been paid, the mortgage was foreclosed and the bas the highest bidder at the auction sale on March 28, 1969. The mortgagee therd all its assets, including the said land, to the Pacific Banking Corporation (PBe Orlinos, and their respective spouses, who had remained in possession of the land, mto PBC to repurchase the property. In response, the bank, confirms the agreement througmber 9, 1977 under the following conditions: a) The cash consideration shall be P1full upon signing of the Deed of Absolute Sale; b) The additional consideration shall cs conveyance to us of their share of 2,901.15 square meters on the property situatocan City. One year later, on November 2, 1978, PBC advised the private respondents that nalized within 30 days, it would consider the offer of other buyers. 2 The record does not ntil June 8, 1979, when the private respondents requested PBC to allow them to srue copy of its Torrens certificate over the land for purposes of its survey athem preparatory to the actual transfer of title to them. 3 PBC granted the ree condition that title would remain with it until the execution of the necessary deed o80, or two years later, PBC reminded the private respondents of its letter of November 2tion was taken to deliver to it the stipulated consideration for the sale. Finally,
ted a deed of sale over the land in favor of the herein petitioners, the spouses Enrique a,000.00. On September 30, 1980, the private respondents filed a complaint in Court of Quezon City against the petitioners and PBC for the annulment of the round that the subject land had been earlier sold to them. In its judgment for the plt both PBC and the spouses Lim had acted in bad faith when they concluded the sale knowingf the property in question." 6 The decision was affirmed in toto by the respondent court, 7fore us, urging reversal. Issue: Whether or not the execution of the deed of sale in f. Ruling: In the case at bar, the private respondents obligated themselves he sum of P160,000.00 and their share of 2,901.15 square meters on a property situated in CBC dated November 9, 1977, they were requested to "expedite the loan (they were nepurpose) so we can consummate the transaction as soon as possible". That was in 1977. In ed of their obligation and asked to comply within thirty days. They did not. Oy were reminded of that letter of November 2, 1978, and again asked to comply; but agaiank could not be required to wait for them forever, especially so since they rion of the property and there is no record that they were paying rentals. Undes, PBC had the right to
consider the contract to sell between them terminated for non‐payment of the stipulated cony confirm that rescission. Having arrived at these conclusions, the Court no longsary to determine if the petitioners acted in bad faith when they purchased the subject prespondents lost all legal interest in the land when their contract to sell wasfor their non‐compliance with its provisions. As that contract was no longer effective BC to the petitioners, the private respondents had no legal standing to assail ansaction. The deed of sale between PBC and the petitioners must therefore be sustained. OURDES PINGOL vs. HON. COURT OF APPEALS and HEIRS OF FRANCISCO N. DONASCO, namely: MERIETTA D. SINGSON, MYRNA D. CUEVAS, NATIVIDAD D. PELAYO, YOLANDA D. CACERES and MA 118, G.R. No. 102909, September 6, 1993 A vendee in an oral contract to convey ment thereof, entered upon the land and had made valuable improvements thereon is entitleds title against the vendor who had refused to transfer the title to him. It is not should have an absolute title, an equitable title being sufficient to clothe him with pertion to quiet title. Facts: In 1969, Pingol, the owner of a lot (Lot No. 3223) in CaloUTE SALE OF ONE‐HALF OF AN UNDIVIDED PORTION OF [his] PARCEL OF LAND in favor of D), payable in 6 years. In 1984, Donasco died and was only able to pay P8,369 paving a balance of P10,161. The heirs of Donasco remained in possession of such lot andbalance with Pingol. However, Pingol refused to accept the offer and demanded a Thus, the heirs of Donasco filed an action for specific performance (with Prayer for Writ ction, because Pingol were encroaching upon Donasco’s lot). Pingol averred that tnsfer of title was conditional upon the full payment of Donasco (contract to seof sale). With Donasco’s breach of the contract in 1976 and death in 1984, thelled, and the heirs’ continuous occupancy was only being tolerated by Pingol. r not Pingol can refuse to transfer title to Donasco. (2) Whether or not Donasco has the ) No. The contract between Pingol and Donasco is a contract of sale and not a contract to s, contemporaneous and subsequent to the contract, clearly show that the parties bsolute deed of sale; the ownership of the lot was transferred to the Donasco upon its assion and construction of the house) and constructive delivery (upon execution of the clivery of the lot divested Pingol of his ownership and he cannot recover the ttract is resolved or rescinded under Art. 1592 of NCC. It states that the vendee may payhe period stipulated as long as no demand for rescission has been made upon him either ial act. Pingol neither did so. Hence, Donasco has equitable title over the property. omplaint filed by the Donascos was an action for specific performance, it was an to quiet title. A cloud has been cast on the title, since despite the fact transferred to them by the execution of the deed of sale and the delivery of the object ntly refused to accept the payment by Donascos and insisted that they no longer had the oble.
Donasco, who had made partial payments and improvements upon the property, is eno clear his title against Pingol who refused to transfer title to him. It is not neculd have an absolute title, an equitable title being sufficient to clothe him with persoon to quiet title. Prescription cannot also be invoked against the Donascos because an acerty in ONE’s POSSESSION is imprescriptible. CONTRACT TO SELL 1.) EMILIO A. SAL. COURT OF APPEALS and JONETTE BORRES, G.R. No. 118203, July 5, 1996 Facts: That the owner of the two (2) parcels of land with improvements thereon located at 2914ati, Metro Manila and covered by Transfer Certificate of Title Nos. 31038 and 310y of Deeds of Makati; that Dr. Salazar offered to sell his properties to Jonetn pesos (P1,000,000.00). The initial proposal took place at the Dimsum Restaurant, Makt was proposed that the payment of the consideration was to be made within sixbjected to by Dr. Salazar and he reduced it to a three (3) months period that sometime ones together with a certain Emilio T. Salazar went to see Dr. Salazar at the latter�s g a copy of a Deed of Absolute Sale and Deed of Warranty but Dr. Salazar refused to sign boney ready then. In said occasion Dr. Salazar further reduced the period within which plaints, to one (1) month or up to June 30, 1989. Jonette Borres then met again Dr. Saloy International Airport who was about to leave for the United States of America where he s had with her the Deed of Absolute Sale and asked Dr. Salazar to sign said documently agreed to sign the document provided that Jonette Borres pays one half (1/2)tion or P500,000.00 in "cash" by June 15, 1989 and the balance was payable on during this occasion that Dr. Salazar again emphasized to Jonette Borres that he neede was then buying a property in the United States. Plaintiff agreed to the above co
r constituted co‐ defendant Teresa Dizon as custodian at the Deed of Absolute Sale togethe Land in question with the instruction to Teresa Dizon not to surrender said dores until upon payment of the full price in "cash". On June 14, 1989 Jonette Borres infoll be able to pay the full amount of P1,000,000.00 on June 15, 1989 and on the next day, ssa Dizon to see and get the documents entrusted to her by Dr. Salazar. The documentssion, they agreed to meet at Metro Bank West Avenue Branch to get the documents and then tntiff�s business partner a certain Balao who allegedly gave plaintiff a Far East Bank and Te amount of P1,500,000.00 with which to buy the property. For some reason or another Jonetn failed to proceed to Makati. In the meantime or on June 16, 1992, Dr. Salazar made an onquire if Jonette Borres had already paid the down payment of P500,000.00 and Teresa Dizon t Jonette Borres had not paid the down payment. Dr. Salazar then ordered Dizon to stop the t the so‐called Deed of Absolute Sale executed by petitioner Emilio A. Salazar respondent Jonette Borres is a perfected contract of sale or a mere contract to sell.
Ruling: It is a contract to sell not contract of sale. The withholding by f the Deed of Absolute Sale, the certificates of title, and all other documentsn additional indubitable proof that Salazar did not transfer to Borres either by actual or y the ownership of the two lots. While generally the execution of a deed of absos constructive delivery of ownership, the withholding by the vendor of that deed under ethat it be delivered together with the certificates of titles to the vendee onl�s full payment of the consideration amounts to a suspension of the effectivity of the tract. Undoubtedly, Salazar and Borres mutually agreed that despite the Deed oftle to the two lots in question was not to pass to the latter until full payment of the The form of the instrument cannot prevail over the true intent of the parties as establcordingly, since Borres was unable to pay the consideration, which was a suspensalazar cannot be compelled to deliver to her the deed of sale, certificates of title, and og the two lots. In other words, no right in her favor and no corresponding obligatzar were created. 2.) SPOUSES NESTOR CASTILLO and ROSIE REYES‐CASTILLO vs. SPOUSES RUDYN REYES, 539 SCRA 193, G.R. No. 170917, November 28, 2007 Facts: On November espondents negotiated for the sale of the former’s house and lot located at Poblacion, New atter for the consideration of P165,000.00. On the following day, November 8, they signed ainently reads as follows: We, the undersigned, agree to the following terms and conditionhe house and lot located at Poblacion, New Washington, Aklan: 1. That the total amount toy‐Five Thousand Pesos (P165,000.00) to be paid in full on or before the 15th of December 19c) a total amount of One Hundred Thirty Thousand Pesos (P130,000.00) shall be made today, that the remaining balance in the amount (sic) of Thirty‐Five Thousand Pesos (P35,000.00) sh4. That the buyers, represented by the Spouses Rudy and Consolacion Reyes (sic) sible for all the legal and other related documents and procedures regarding this ler, represented by Ms. Emmaliza M. Bohler, shall vacate the said house and lot on or (sic)hat the tenants, represented by the Spouses Romeo and Epifania Vicente, shall vacore the 30th of April, 1998; and 7. That all parties concerned shall agree to all s stipulated herein.3 Upon the signing of the said contract, respondents handed to Bohled allegedly a P110,000.00‐check. Bohler nonetheless insisted that the entire partiald be in cash as she needed it to redeem the subject property from the bank on the followinpayment up to midnight on that day otherwise she would cancel the sale. Becausefailed to make good the P110,000.00. Bohler subsequently sold the property to the petearned of the subsequent sale, the respondents immediately tendered the check, asked theification that it was funded and consulted their lawyer who sent a notice of lis pendtion) to the Register of Deeds and the Provincial Assessor. Civil Case No. 6070, specific performance and damages was subsequently filed by
the respondents with the Regional Trial Court (RTC) of Kalibo, Aklan against Bohoners. On February 21, 2003, the RTC rendered its Decision declaring the November 8, 199t to sell. Considering that no actual sale happened between Bohler and the responded validly sell the property to the petitioners. Thus, the trial court dismissed the complaipondents appealed the case to the CA. In the challenged December 6, 2005 Decision,eversed the trial court’s ruling, declared the November 8, 1997 Agreement a contract of salquent sale to the petitioners. The CA ruled, among others, that the wordings ofd the conduct of the parties suggest that they intended to enter into a contract ofreserved by the vendor and non‐payment of the purchase price was not made a conditiivity. Petitioners, thus, filed the instant petition for review on certiorari imputing theo the CA: 1. The appellate court erred in declaring the contract styled AGREEMENT dated 08t of sale" and not a contract to sell. 2. The appellate court erred in declaring the petitiht the subject matter house and lot on 02 March 1998 from Emmaliza H. Bohler. ansaction between Bohler and the respondents is a perfected contract of sale or a muling: Sale is a consensual contract and is perfected by mere consent, which ing of the minds as to the offer and acceptance thereof on the subject matter, price and teinstant case, the November 8, 1997 Agreement clearly indicates that Bohler and theeeting of the minds on the subject matter of the contract, the house and lot; on the price,ayment, an initial payment of P130,000.00 on the date of execution of the agreement and theore December 15, 1997. At that precise moment when the consent of both parties was of sale was perfected. The said agreement cannot be considered a contract to sell. In a o the property passes to the vendee upon the delivery of the thing sold. Ins, by agreement, reserved in the vendor and is not to pass to the vendee until full
rice. Otherwise stated, in a contract of sale, the vendor loses ownership over the propertntil and unless the contract is resolved or rescinded; whereas, in a contract to sell, the vendor until full payment of the price. In the latter contract, payment ive suspensive condition, failure of which is not a breach but an event that prevents theo convey title from becoming effective. The November 8, 1997 Agreement herein cannot be t to sell because the seller made no express reservation of ownership or title to the subje Agreement contains all the requisites of a contract of sale. WHEREFORE, premises conion for review on certiorari is DENIED DUE COURSE. 3.) UNITED MUSLIM AND CHRICIATION, INC. represented by its President, MANUEL V. BUEN vs. BRYC‐V DEVELOPMENT
CORPORATION represented by its President, BENJAMIN QUIDILLA; and SEA FOODS CORPORATsented by its Executive Vice President, VICENTE T. HERNANDEZ, G.R. No. 179653, July 31, 200ion for review on certiorari seeks to set aside the Decision1 of the Court of R. CV No. 62557 which affirmed in toto the Decision2 of the Regional Trial Court (Ra City in Civil Case No. 467(4544). • Respondent Sea Foods Corporation (SFC) is thLot No. 300 located in Lower Calainan, Zamboanga City and covered by Transfer Certificate o6). • Petitioner United Muslim and Christian Urban Poor Association, Inc. (UMCUPAI), an squatters occupying Lot No. 300, through its President, Carmen T. Diola, initiateons with SFC for the purchase thereof. UMCUPAI expressed its intention to buy trty using the proceeds of its pending loan application with National Home Mortgaporation (NHMF). Thereafter, the parties executed a Letter of Intent to Sell by [SFC] and se by UMCUPAI • However, the intended sale was derailed due to UMCUPAI’s inability to secuembers occupying Lot No. 300 were willing to join the undertaking. Intent on buyioperty, UMCUPAI, in a series of conferences with SFC, proposed the subdivision oallow the squatter‐ occupants to purchase a smaller portion thereof. • Consequently, somber 1994, Lot No. 300 was subdivided into three (3) parts covered by separate titles: spectively. • On January 11, 1995, UMCUPAI purchased Lot No. 300‐A for P4,350,8010‐B was constituted as road right of way and donated by SFC to the local government. • UMCack of funds. On March 5, 1995, UMCUPAI negotiated anew with SFC and was given byree months to purchase Lot No. 300‐C. However, despite the extension, the three‐d with the sale not consummated because UMCUPAI still failed to obtain a loan from NHMF5, SFC sold Lot No. 300‐C for P2,547,585.00 to respondent BRYC‐V Development Coryear later, UMCUPAI filed with the RTC a complaint against respondents SFC and BRYale of Lot No. 300‐C, and the cancellation of TCT No. T‐121,523. UMCUPAI alleged that the s violated its valid and subsisting agreement with SFC embodied in the Letter oing to UMCUPAI, the Letter of Intent granted it a prior, better, and preferred chase of Lot No. 300‐C. • SFC countered that the Letter of Intent dated October 4, 1991 is d and subsisting contract of sale. On the contrary, SFC averred that the document wad merely to accommodate UMCUPAI and enable it to comply with the loan documentation reqIn all, SFC maintained that the Letter of Intent dated October 4, 1991 was subi.e., payment of the acquisition price, which UMCUPAI failed to do when it did not obter trial, the RTC dismissed UMCUPAI’s complaint. The lower court found that the Letter ed to facilitate the approval of UMCUPAI’s loan from NHMF for its intended purchase of o the RTC, the Letter of Intent was simply SFC’s declaration of intention to sto sell, the subject lot. On the whole, the RTC concluded that the Letter of Intent was option contract, nor an offer contemplated under Article 1319 of the Civil Code,contract to sell and buy. Issue:
WON the Letter of Intent to Sell and Letter of Intent to Buy is a bilateral thin the meaning or contemplation of Article 1479 (1) of the Civil Code of the Phietition deserves scant consideration. UMCUPAI appears to labor under a cloud of crst paragraph of Article 1479 contemplates the bilateral relationship of a contradistinguished from a contract of sale which may be absolute or conditional underame code. It reads: Art. 1479. A promise to buy and sell a determinate thing fiprocally demandable. An accepted unilateral promise to buy or to sell a determinate thinbinding upon the promissor if the promise is supported by a consideration distinche case of Coronel v. Court of Appeals is illuminating and explains the distinctional contract of sale under Article 1458 of the Civil Code and a bilateral contract to see code: A contract to sell may thus be defined as a bilateral contract wherebler, while expressly reserving the ownership of the subject property despite delivee prospective buyer, binds himself to sell the said property exclusively to the prospn fulfillment of the condition agreed upon, that is, full payment of the purchase price.s defined hereinabove, may not even be considered as a conditional contract of ller may likewise reserve title to the property subject of the sale until the spensive condition, because in a conditional contract of sale, the first element of consenugh it is conditioned upon the happening of a contingent event which may or may not occudition is not fulfilled, the perfection of the contract of sale is completely abated.nsive condition is fulfilled, the contract of sale is thereby perfected, such thalready been previous delivery of the property subject of the sale to the buyer, ownership ly transfers to the buyer by operation of law without any further act having to be
a contract to sell, upon the fulfillment of the suspensive condition which is turchase price, ownership will not automatically transfer to the buyer although the propertyously delivered to him. The prospective seller still has to convey title to the py entering into a contract of absolute sale. It is essential to distinguish between a coal contract of sale specially in cases where the subject property is sold by the owner not tracted with, but to a third person, as in the case at bench. In a contract to se of the property, a third person buying such property despite the fulfillment of the suspehe full payment of the purchase price, for instance, cannot be deemed a buyer in bad fabuyer cannot seek the relief of reconveyance of the property. There is no doubltle to the property will transfer to the buyer after registration because there is ner’s title per se, but the latter, of course, may be sued for damages by the intending buyee, however, upon the fulfillment of the suspensive condition, the sale becomes absoluteefinitely affect the seller’s title thereto. In fact, if there had been previous delivery, the seller’s ownership or title to the property is automatically transferred to the buyl no longer have any title to transfer to any third person. Applying Article 1544 of tnd buyer of the property who may have had actual or constructive knowledge of such defecr at least was charged with the obligation to discover such defect, cannot be d faith. Such second buyer cannot defeat
the first buyer’s title. In case a title is issued to the second buyer, the first buyer mayubject of the sale. In the instant case, however, the parties executed a Letter oeither a contract to sell nor a conditional contract of sale. As found by the RTC, and uphIntent was executed to accommodate UMCUPAI and facilitate its loan application with NHMent to Buy and Sell is just that – a manifestation of SFC’s intention to sell the property me. The Letter of Intent/Agreement between SFC and UMCUPAI is merely a written preliminae parties wherein they declared their intention to enter into a contract of sale. It is subUPAI will "apply with the Home Mortgage and Finance Corporation for a loan to pay the acquThe Letter of Intent to Sell fell short of an "offer" contemplated in Article 1319 of the ot a certain and definite proposal to make a contract but merely a declaration o enter into a contract. UMCUPAI’s declaration of intention to buy is also not certain o the condition that UMCUPAI shall endeavor to raise funds to acquire subject land. The accbsolute; it must be plain and unconditional. Moreover, the Letter of Intent/Agreement ain a promise or commitment to enter into a contract of sale as it merely declared the innter into a contract of sale upon fulfillment of a condition that UMCUPAI could sece of a land. The Letter of Intent/Agreement is not an "option contract" because aside fromlaration of intention to sell and to buy subject to the condition that UMCUPAI shall raise rice of the land, and does not contain a binding promise to sell and buy, it tinct consideration distinct from the price of the land intended to be sold and to ted to UMCUPAI under the Letter of Intent/Agreement to buy subject land to the exclusion ofed period nor was SFC bound under said Agreement to Sell exclusively to UMCUPAI ohe fixed period. Neither can the Letter of Intent/Agreement be considered a bilateral reco sell and to buy contemplated under Article 1479 of the Civil Code which is able. The Letter of Intent/Agreement does not contain a PROMISE to sell and to buy sus no promise or commitment on the part of SFC to sell subject land to UMCUPAI, but merely an to buy the land, subject to the condition that UMCUPAI could raise the necesre the same at the price of P105.00 per square meter x x x WHEREFORE, premises cony DENIED. The Decision of the Court of Appeals in CA G.R. CV No. 62557 and the Regional Tri) are AFFIRMED. Costs against the petitioner. 4.) E.C. MCCULLOUGH & CO. vs. S. M.R. No. 19009, September 26, 1922 Facts: In the month of February, 1918, plaintered into an agreement by which the defendant was to deliver plaintiff 501 bales of tobn good condition. That delivery was made and the plaintiff paid the full purchaon an examination later the tobacco was found to be in a musty condition, and its vahave been if the tobacco had been in the condition which defendant agreed that it should laintiff claims damages for $12,000, United States currency, or P24,000, Philippine cuhen the condition of the tobacco was discovered, plaintiff promptly notified the defendant,otest. Wherefore, the plaintiff prays judgment for the amount of P24,000, Philippine currenneral relief. The lower court rendered judgment against the defendant and in faiff for the sum of P11,867.98 or P23,735.96 with legal interest from January 6,from which, after his motion for a new trial was overruled, the defendant appeals,rt erred: First, in finding
that the tobacco was not in good condition when it arrived in New York; second, in holdingtitled to maintain an action for breach of contract after having agreed with thscind and to make restitution of the subject‐matter and the price after a violant; third in holding that the plaintiff, having elected to rescind and notified f such an election, may now refused it and affirm the same and recover from the aourth, in holding that this action should be maintained, no claim having been madereach of warranty of quality within the statutory period; and, fifth, in overrult�s motion for a new trial. Issue: Is the defendant liable for breach of contract? ant shoulders the loss. The defects in the tobacco were inherent and could not be ascertaies and making a physical examination. When this was done, the plaintiff promptly cabled thecco was not satisfactory. In the nature of things, the plaintiff could not then rea statement of the amount of this claim. By the terms of the contract, the dehe arrival of the tobacco in New York "in good condition." The Although the the written contract, the transaction shows that the sale was not complete until the arrk. The fair construction to be put upon the contract is, that on the arrival ng the goods, the defendants should deliver them, and the plaintiffs should pay thd the authorities hold that the arrival of the goods, in such case, is a condition be shown to have taken place before either party can bring suit. 5.) WELGO DICHOSO,
O BORJA and NELIA ALANGUILAN, 5 SCRA 781, G.R. No. L‐17441, July 31, 1962 Facts: On as sold to Borja for the sum of P850.00 a parcel of unregistered coconut land withrs and with 393 coconut trees, situated in Barrio San Diego, San Pablo, Laguna, subject toor could repurchase it for the same amount within five years, but not earlier than three yech was evidenced by a public document. From November 26, 1955 to July 5, 1957, Richoso several sums of money amounting to P770.00, their agreement being that after Decembs would sell the same property, by absolute sale, to Dichoso for the total sumforesaid sum of P770.00 to be considered as initial or advance payment on the purchaseance of P1,230.00, Dichoso would use the sum of P850.00 to repurchase the propeter December 13, 1954 but within the five years stipulated for the exercise of Roxasn October 22, 1957, pursuant to Roxas� request made on July 23, 1957, Dichoso the sum of P320.00 "in full payment of the P2,000.00 consideration for the deed" and thereafter they informed Borja of their readiness to repurchase the property. Os sent them back the check just referred to with the request that they endorse the same to e, because it appeared that, aside from the P850.00 consideration of the pacto de retro saitional sums from Borja. After December 13, 1957, Dichoso made representations toere ready to make the repurchase, as well as to Roxas for the latter to be responding deed of absolute sale in their favor after
they had made the repurchase; that notwithstanding these demand and representationnd Borja had deliberately failed to execute the corresponding deed of absolute sale eady mentioned. On January 8, 1958 Borja filed a motion to dismiss the complaiat Dichoso had no cause of action against them because their contract was not them but withe motion and dismissed the complaint because, according to the same, "there exists no writtnment of rights executed by Laura A. Roxas in favor of the herein plaintiffs cy which said Laura A. Roxas sold to her co‐ defendants under a deed of pacto he purpose of the present action is precisely to compel Laura A. Roxas to execing deed of assignment." Issue: Whether or not Dichoso can repurchase the cocod to Borja by Laura Roxas. Ruling: No. It is obvious that in deciding the co give due weight to the deed of absolute sale executed by Laura A. Roxas in cember 8, 1957 — in effect superseding the pacto de retro sale mentioned heretofore for f P1,684.00, of which the amount of P850.00 paid as consideration for the pactoconsidered as a part. There is no dispute at all as to the genuineness of thie sale nor as to its execution on December 8, 1957. that is, five days prior to Decembg to appellees themselves, they made the first attempt to repurchase the property in quesccasion appellants refused to allow the repurchase "because Laura A. Roxas was naccording to the lower court. After December 8, 1957,appellants� rights were no n the superseded pacto de retro sale but on the aforesaid deed of absolute sally valid contract as between the parties. In plain words, after that date Laura A.y right to repurchase the property. Moreover, Borja had no knowledge until December 13, gned her right to repurchase to Dichoso. Such being its condition, it could not possibly same property having been sold to two different purchasers. The salt — in favor of appellatself, while the one in favor of appellees, if not a mere promise to assign, was ate right to repurchase the same property. The provisions of paragraph 3, Article 1e of the Philippines which read as follows: “If the same thing should have been sold to difall be transferred to the person who may have first taken possession thereof in good faith,erty. Should there be no inscription, the ownership shall pertain to the person who in n the possession; and, in the absence thereof, to the person who presents the ided there is good faith. (Emphasis supplied)” do not, therefore, apply. Having arrivedons, we are constrained to hold that, upon the facts of the case, appellees are not s sought in their amended complaint and that whatever remedy they have is exclusively ags to recover from her, among other things, what they paid as consideration for tate document Exhibit I. WHEREFORE, the decision appealed from is reversed, with theis case is dismissed, with costs, reserving to appellees, however, the right to file a sepLaura A. Roxas to enforce whatever rights they may have against her in consonance w) LUZON BROKERAGE CO., INC. vs. MARITIME BUILDING CO., INC., and MYERS BUILDING TIME BUILDING CO., INC., 43 SCRA 93, G.R. No. L‐25885, January 31, 1972 7.) Spo. ANASTACIA CRISTOBAL, 456 SCRA 577, G.R. No. 156171, April 22, 2005
Facts: In 1968, spouses Portic acquired a parcel of land with a 3 door apartment from hey’re aware that the land was mortgaged to the SSS. Portic defaulted in payingen executed a contract with Cristobal and the latter agreed to buy the said prristobal’s down payment was P45k and she also agreed to pay SSS. The contract between theme of P155, 000.00 has not yet been fully paid the FIRST PARTYOWNERS shall retain the escribed parcel of land together with its improvements but the SECOND PARTY BUYEght to collect the monthly rentals due on the first door (13‐A) of the said apartment; (payal will not be able to pay Portic will reimburse) A transfer certificate was executobal. Cristobal was not able to pay on the due date. A suit ensued to lift the cloud on theer of the parcel of land? Ruling: The Portics insofar as there was no contract oen the parties was a contract to sell. The provision of the contract characterizes the agrrties as a contract to sell, not a contract of sale. Ownership is retained by tics; it will not be passed to the vendee, the Cristobals, until the full paymprice. Such payment is a positive suspensive condition, and failure to comply with it is non; it is merely an event that prevents the effectivity of the obligation of thee. In short, until the full price is paid, the vendor retains ownership. The mere issate of Title in favor of Cristobal did not vest ownership in her. Neither did ged absolute purchase of the lot. Registration does not vest, but merely serves title. Our land registration laws do not give the holders any better title thanctually have prior to registration. Under Article 1544 of the Civil Code, mere registr
cquire a new title. Good faith must concur. Clearly, Cristobal has not yet fully rice. Hence, as long as it remains unpaid, she cannot feign good faith. She is also precnership against the Portics. The CA’s finding that she had a valid title to the properS OF JESUS M. MASCUÑANA, represented by JOSE MA. R. MASCUÑANA vs. COURT OF APPnd SPOUSES RODOLFO and CORAZON LAYUMAS, 461 SCRA 186, G.R. No. 158646, June 23, 2005 Fparcel of land from the Wuthrich siblings. Part of which Mascunana, he later sold act price is 4,690 with 3,690 as down payment. Their agreement says: That the balancSOS (P1,000.00) shall be paid by the VENDEE unto the VENDOR assoon as the above‐portions ofd in the name of the VENDEE and all paperspertinent and necessary to the issuance of a sepae name of the VENDEE shall havebeen prepared.Sumilhig later sold the same lot to Layumaumas wrote to the heirs of Mascunana(since Mascunana died already) offering to pay theurchase price of the property. Theaddressee, however, refused to receive the mail matter.na then filed a complaint for recovery of possession against Barte ( an individallowed to stay on the subject property). Issue: WON the contract of alienatit in favor of Sumilhig was a contract to sell or a contract of sale. Ruling:
Sale. Article 1458 of the New Civil Code provides: By the contract of sale, one ofs obligates himself to transfer the ownership of and to deliver a determinate thing, andr a price certain in money or its equivalent. A contract of sale may be absolute or conditiential elements of sale, to wit: a) Consent or meeting of the minds, that is, consship in exchange for the price; b) Determinate subject matter; and c) Price certain in mn this case, there was a meeting of the minds between the vendor and the vendook to deliver and transfer ownership over the property covered by the deed of absolue for the price of P4,690.00 of which P3,690.00 was paid by the vendee to thet. The vendor undertook to have the property sold, surveyed and segregated and a for issued in the name of the vendee, upon which the latter would be obliged to pay the balpulation in the deed that the title to the property remained with the vendor, or that the rhe contract upon the buyer’s failure to pay within a fixed period was given to suchontract executed by the parties is a deed of sale and not a contract to sell. As the Court os v. Court of Appeals (158 SCRA 375), we have said that, although denominated al Sale,” a sale is still absolute where the contract is devoid of any proviso that tinilaterally rescind is stipulated, e.g., until or unless the price is paid. Ownen be transferred to the buyer upon actual or constructive delivery (e.g. by theblic document) of the property sold. Where the condition is imposed upon the perfectiolf, the failure of the condition would prevent such perfection. If the condition ligation of a party which is not fulfilled, the other party may either waive the conditid with the sale. (Art. 1545, Civil Code). Thus, in one case, when the sellers of Down Payment” that they received an amount as purchase price for a house anation of title until full payment of the entire purchase price, the implication was thatperty. In People’s Industrial and Commercial Corporation v. Court of Appeals, it ed of sale is considered absolute in nature where there is neither a stipulatioitle to the property sold is reserved in the seller until full payment of the price, nor onlaterally resolve the contract the moment the buyer fails to pay within a fixed period. Appo this case, it cannot be gainsaid that the contract of sale between the parties is absolus no reservation of ownership nor a stipulation providing for a unilateral rescission In fact, the sale was consummated upon the delivery of the lot to respondent. vides that the ownership of the thing sold shall be transferred to the vendee upon the actuy thereof. The condition in the deed that the balance of P1,000.00 shall be paid to the venperty sold shall have been surveyed in the name of the vendee and all papers po the issuance of a separate certificate of title in the name of the vendee shall hacondition which prevented the efficacy of the contract of sale. It merely provides the manrchase price of the property is to be paid. The condition did not prevent the contract fromhe stipulation that the “payment of the full consideration based on a survey shalin five (5) years from the execution of a formal deed of sale” is not a condficacy of the contract of sale. It merely provides the manner by which the fulto be computed and the time within which the same is to be paid. But it doesthe effectivity of the contract. In a contract to sell, ownership is retained by a seller e vendee until full payment of the price. Such payment is a positive suspensive condition, each of contract but simply an event that prevented the obligation from acquirine. It bears stressing that in a contract of sale, the non‐payment of the price ich extinguishes the transaction that, for a time, existed and discharges the obligatier the transaction. A seller cannot unilaterally and extrajudicially rescind a cole unless
there is an express stipulation authorizing it. In such case, the vendor may file an actionance or judicial rescission. Article 1169 of the New Civil Code provides that in rens, neither party incurs in delay if the other does not comply or is not ready to with what is incumbent upon him; from the moment one of the parties fulfill hiy the other begins. In this case, the vendor (Jesus Mascuñana) failed to comply with hiting Lot No. 124‐B and the issuance of a Torrens title over the property in fe latter’s successors‐in‐interest, the respondents herein. Worse, petitioner Jose Me to secure title over the property under the name of his deceased father. COURT OF APPEALS, THE RURAL BANK OF LARENA (SIQUIJOR), INC. and SPOUSES JESUS MITA MONESET, 473 SCRA 52, G.R. No. 142411, October 14, 2005 Facts: Monesets enterell with Ursal. Ursal stopped paying the installment (as stated in the contract) t failed to deliver the transfer certificate of title of the property as per t
neset executed an absolute deed of sale to Dr. Rafael Canora, Jr. Monesets executed anotheth pacto de retro with Restituto Bundalo.7 On the same day, Bundalo, as attorney‐incuted a real estate mortgage over said property with Rural Bank of Larena An action foctivity of mortgage and damages against the Monesets, Bundalo and the Bank by Ursal. t: the Bank failed to look beyond the transfer certificate of title of the property for whiondent answered: its interest in the property was only that of mortgagee and nos its interest is limited only to ascertaining that the mortgagor is the registeree effectivity of the mortgage. Ruling: The court agreed that banks cannot merelyes of title in ascertaining the status of mortgaged properties; as their business is impinterest, they are expected to exercise more care and prudence in their dealingsndividuals.31 Indeed, the rule that persons dealing with registered lands can rely soicate of title does not apply to banks. But, the contract was a contract to sell, Ursal e property. Thus, the Monesets has the right to dispose the property. “In a contract to f the property, a third person buying such property despite the fulfillment of the suspensie full payment of the purchase price, for instance, cannot be deemed a buyer in bad faith at seek the relief of reconveyance of the property. “ Petitioner’s recourse should be: d to asking for specific performance and damages from the Monesets. Additional Notes: he contract to sell is about: A contract to sell is a bilateral contract whereby tr, while expressly reserving the ownership of the subject property despite deliveo the prospective buyer, binds himself to sell the said property
exclusively to the prospective buyer upon fulfillment of the condition agreed upoayment of the purchase price. 10.) FERNANDO CARRASCOSO, JR. vs. THE HONORABLE CORO LEVISTE, as Director and Minority Stockholder and On Behalf of Other Stockholders of El . and EL DORADO PLANTATION, INC., represented by one of its minority stockholders, L477 SCRA 666, G.R. No. 123672, December 14, 2005 Facts: Once upon a sunny morninal Mindoro, El Dorado Plantation Inc., through a board member Feliciano Leviste, then Pro Inc., executed a Deed of Sale with Fernando O. Carrascoso Jr. The subject of f land. It was stipulated in the provisions of the Deed of Sale of Real Proy the following: (1) Of the said sum of P1.8M constituting he full consideration of the sscoso to PNB to settle the mortgage placed on the said land. (2) P210k would be paid diree of P1.3M plus 10% interest would be paid over the next 3‐years at P519k every 25th of Marave Carrascoso the assurance that there were no tenants on the subject land. Ergo, tr the Land Reform Code. Leviste allowed Carrascoso to mortgage the land, which the latter dned a total of P1.07M as mortgage and used the same to pay the down‐payment as ulted from his obligation, which was supposed to be settled on March 25, 1975. Leviste,Carrascoso asking him to comply with his obligation to pay, otherwise the former willst the latter. But Carrascoso made no reply. Due to Carrascoso’s failure to perform and repInc, pursued to file a complaint to rescind the Deed of Sale conveyed to former.scoso executed a Buy and Sell Contract with PLDT on the 1977. The subject of the sale of the land sold to Carrascoso by Leviste. The land is to be sold at P3M. Pations agreed upon was that Carrascoso is to remove all tenants from the land wied of Absolute Sale, conveyed the aforesaid 1,000‐hectare portion to its subsidiary PLDTAC.eeding against Carrascoso, PLDT intervened averring that it was a buyer in good faith. The coso. CA reversed the RTC ruling. Issue: (1) What is the nature of the contract betwhat is the nature of the contract between Carrascoso and PLDT? Ruling: (1) The contracnd Carrascoso was a contract of sale. It was perfected by their meeting of the minds and waf the property to Carrascoso. The failure of Carrascoso to deliver the amount agreed upon oates such contract of sale. A contract of sale is a reciprocal obligation. The seller obe ownership of and deliver a determinate thing, and the buyer obligates itself to pay therer its equivalent. The non‐payment of the price by the buyer is a resolutory conditis the
transaction that for a time existed, and discharges the obligations created therefailure to pay the price in the manner prescribed by the contract of sale entitleor collection or to rescind the contract. (2) The contract between Carrascoso and o sell. This is evidenced by the terms and conditions that they have agreed upllment of Carrascoso’s obligation PLDT has “to notify Carrascoso of its decision ze the sale.” Being a contract to sell, what was vested by the July 11, 1975 Agreement tocial title to the 1,000 hectare portion of the property. *Notes (Copy and Pasted from tct of sale, the title passes to the vendee upon the delivery of the thing solct to sell, ownership is not transferred upon delivery of the property but uponhe purchase price. In the former, the vendor has lost and cannot recover ownership untict is resolved or rescinded; whereas in the latter, title is retained by the vendor until price, such payment being a positive suspensive condition and failure of which iut an event that prevents the obligation of the vendor to convey title from becoming effal contract of sale, if the suspensive condition is fulfilled, the contract of sale is uch that if there had already been previous delivery of the property subject ofyer, ownership thereto automatically transfers to the buyer by operation of law rther act having to be performed by the seller. Whereas in a contract to sell, upon fulfilcondition, ownership will not automatically transfer to the buyer although the propertyviously delivered to him. The prospective seller still has to convey title to the prospecto a contract of absolute sale. A perusal of the contract adverted to in Coronel ces from the Agreement to Buy and Sell in the case at bar. In the Coronel contract, therein petitioners‐sellers to transfer title to the therein respondent‐buyer. In the Jent to Buy and Sell, PLDT still had to “definitely inform Carrascoso of its deot to finalize the deed of absolute sale for the 1,000 hectare portion of the n the April 6, 1977 Deed of Absolute Sale subsequently executed, the parties dere now decided to execute” such deed, indicating that the Agreement to Buy and Sell was,erely a preparatory contract in the nature of a contract to sell. In fact, the parties evement to Buy and Sell that Carrascoso, “during the existence of the Agreement, shall not sel
sfer the parcel of land,” which provision this Court has held to be a typical characteristiCOBIA HILLS DEVELOPMENT CORPORATION and JAIME C. KOA vs. ALLAN U. TY, 470 SCRA 395,ber 20, 2005 Facts: • Petitioner is the developer of True North Gold and Counassured its shareholders that the development was proceeding on schedule and thatrse would be playable by October 1999. • Respondent wrote to petitioner a letter expuire one (1) Class A share of True North and accordingly paid the reservation ved the purchase application for P600,000.00 subject to certain terms and conditions, interal of an application to purchase golf/country club shares is subjected to the fullrchase price. Should the buyer opt for the deferred payment scheme, approval is suipt of a down payment of at least 30% and the balance payable in installments ovnths from the date of application, and covered by postdated cheques.
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Your reserved share shall be considered withdrawn and may be deemed cancelled sho settle your obligation within fifteen (15) days from due date, or failure to cover thheques upon their maturity, or your failure to issue the required postdated chequehall reserve the right to offer the said shares to other interested parties. This also meantal amount you have already paid. o 3. We shall undertake to execute the correspondits/Deed of Absolute Sale covering the reserved shares upon full payment of the total pCertificate of Membership shall be issued thereafter. One June 1999, respondent notifner that he is rescinding the contract due to the latter’s failure to complete nd sought for refund of his payment which amounted to P409,090.02. By way of reply, petitt that it had no‐refund policy. Respondent filed a complaint for rescission and damaudgment in favor of the petitioner. The trial court found that the contract between the pt that the golf course and clubhouse would be completed within a certain period of tito rescind. Court of Appeals reversed the decision of RTC. It directed the petitioner to egal interest of 12% per annum from the date of the filing of the complaint. It statd properly rescind the contract, or demand specific performance with damages due er’s delay in the performance of its obligations. Petitioner filed a petition for revifore the Supreme Court. Sacobia contends that it was not in breach of the conto Purchase, the Contract of Purchase, and the Notice of Approval to Purchase Shares ot contain any specific date as to when the golf course and country club would be comondent should have known the risks involved in this kind of project; the construgent on the issuance of the ECC by the DENR and the payment of the buyers of their pondent claims that Sacobia’s arguments raise new matters which would warrant thee decision rendered by the Court of Appeals. He insists that Sacobia failed to ect on time which entitles him to rescind the contract in accordance with Article 1191 orgues that the delay in the completion of the project is clearly established by the fact thal work done on the site, particularly on the clubhouse, despite the lapse of nearly 4‐yeaarch 5, 1998. o
Issue: Whether the contract entered into by petitioner and respondent a contract to sell. Ruling: It was a contract to sell. In the notice of approval, nd conditions of the agreement, petitioner signified its intent to retain the owperty until such time that the respondent has fully paid the purchase price. In a Contrnt of the purchase price is a positive suspensive condition, the failure of whi, casual or serious, but a situation that prevents the obligation of the vendor to conveyn obligatory force. As shown, respondent did not pay the full purchase price whtion under the contract to sell, therefore, it cannot be said that petitioner brion. No obligations arose on its part because respondent’s non‐fulfillment of the son rendered the contract to sell ineffective and unperfected. Petition is GRANTED. Decisd SET ASIDE. Respondent is ORDERED to PAY to Sacobia Hills Development Corporation s: One Hundred Ninety Thousand Nine Hundred Nine and Eight Centavos (P190,909.08)erest within thirty (30) days from finality of the decision; otherwise, fifty percel payments shall be forfeited. 12.) KEPPEL BANK PHILIPPINES, INC. vs. PHILIP ADAO, 473 tober 19, 2005
Facts: Project Movers Realty and Development Corporation (PMRDC) owe P200M to y way of dacion en pago, PMRDC transferred and conveyed to the bank 25 of its prohouses and condominiums. One of the units transferred was occupied by Adao. In Feb 2000, thate. Adao refused. An ejectment case was filed. Adao averred that he had a Contract to Sellidavit showing that he made full payment thereof. The MeTC, RTC and CA ruled in er courts ordered Keppel to respect the contract to sell between Adao and PMRDC for when thred by way of dacion en pago, the bank merely stepped on the shoes of PMRDC. Issue: Wact to sell. Ruling: No. Though Keppel is not a purchaser in good faith for
erty (checkingif it was infirm and free from other claims), the bank is not boell does not by itself give Adao the right to possess the property. Unlike in a contract ofre is yet no actual sale or any transfer of title, until and unless, full payment is made. s a positive suspensive condition, the failure of which is not a breach, casual or son that prevents the obligation of the vendor to convey title from acquiring an obligatoe fully paid the price to acquire title over the property and the right to retain possessiont, the unpaid seller can avail of the remedy of ejectment since he retains ownershAdao must also, aside from showing an affidavit, show other proof of full paymeConsidering that Adao failed to discharge the burden of proving payment, he cannot he property and his possession thereof was by mere tolerance. His continued possession becae owner’s demand to vacate the property. 13.) SPS. ALFREDO R. EDRADA and ROSELLA RAMOS, SPS. EDUARDO RAMOS, 468 SCRA 597, G.R. No. 154413, August 31, 2005 Facuses Eduardo and Carmencita Ramos (respondents) are the owners of 2 fishing vessLalaine" and the "Lady Theresa." On 1 April 1996, respondents and petitioners extled handwritten document which lies at the center of the present controversy. Ireproduced below: 1st April 1996 This is to acknowledge that Fishing Vessels ‘Lady Lalardo O. Ramos are now in my possession and received in good running and serviceable ordes are now my responsibility. Documents pertaining to the sale and agreement of paymener of the vessel to follow. The agreed price for the vessel is Nine Hundred Thousand Only (
Upon the signing of the document, petitioners delivered to respondents 4 postdatenk and Trust Company (FEBTC) checks payable to cash drawn by petitioner Rosella ous amounts totaling P140,000.00. The first 3 checks were honored upon presentmenee bank while the fourth check for P100,000.00 was dishonored because of a "stop payment"6, respondents filed an action against petitioners for specific performance with dahe RTC, praying that petitioners be obliged to execute the necessary deed of sale of the twbalance of the purchase price. In their Complaint, respondents alleged that petitracted to buy the two fishing vessels for the agreed purchase price of P900,000d by the above‐quoted document, which according to them evinced a contract to buy. Howf said vessels and repeated oral demands, petitioners failed to pay the balance, urther averred. Petitioners averred that the document sued upon merely embodies ought about by the loans they extended to respondents. According to petitioners, respondeem to manage or administer the fishing vessels as a business on the understandiey find the business profitable, the vessels would be sold to them for Nine Hundred Thou0. But petitioners "decided to call it quits" after spending a hefty sum for the repair andich were already in dilapidated condition. The RTC ruled in favor of the plaintifinst the defendants (Ramos) and the latter (Ramos) are ordered to pay to the fmount of P860,000.00 with legal interests thereon from June 30, 1996 until fully20,000.00 as attorney’s fees and the cost of suit. The counterclaim of the defendants fy damages and for attorney’s fees is dismissed for lack of merit. The RTC treated ction of a sum of money and for damages and considered the document as a perfe. Petitioners filed a Motion for Reconsideration which the RTC denied. Both parties app. The Court of Appeals affirmed the RTC’s decision and dismissed both appeals. Only petitioversy to this Court. Issue: WON there was a perfected contract of sale. Ruling: the Court of Appeals that the document is a perfected contract of sale. A contned as an agreement whereby one of the contracting parties obligates himself to nership of and to deliver a determinate thing, and the other to pay therefore a price certat must evince the consent on the part of the seller to transfer and deliver and on the parthe document reveals that there is no perfected contract of sale. The agreement may confirm ts of the two vessels and their purchase price. However, there is no equivocal agreement toe vessel, but a mere commitment that "documents pertaining to the sale and agreement of payidently, the document or documents which would formalize the transfer of ownership and content of the purchase price, or the period when such would become due and demandable, havet no such document was executed and no such terms were stipulated upon. The fact tal purchase price should not lead to the conclusion that a contract of sale han numerous cases, the most recent of which is Swedish Match, AB v. Court of Aefore a valid and binding contract of sale can exist, the manner of payment of the purchaseed, as such stands as essential to the validity of the sale. After all, such agreement on t
to the element of a price certain, such that a disagreement on the manner of ailure to agree on the price. Assuming arguendo that the document evinces a perfected cone of definite terms of payment therein would preclude its enforcement by the regh the instant Complaint. A requisite for the judicial enforcement of an obligatsame is due and demandable. The absence of a stipulated period by which the pud be paid indicates that at the time of the filing of the complaint, the obligation to paRespondents, during trial, did claim the existence of a period. Respondent Carmenduring cross‐examination, claimed that the supposed balance shall be paid on 30 June 1nts explain why the Complaint was filed on 3 June 1996? Assuming that the 30 June 1996 perie parties, the filing of the Complaint was evidently premature, as no cause of d yet. There could not have been any breach of obligation because on the date , the alleged maturity date for the payment of the balance had not yet arrived. In ordalid cause of action, it is essential that there must have been a stipulated period within become due and demandable. If the parties themselves could not come into agreememay be asked to fix the period of the obligation, under Article 1197 of the Civilot avail of such relief prior to the filing of the instant Complaint; thus, the acg to its obvious prematurity. Returning to the true nature of the document, we neithertract to sell" had been established. A contract to sell is defined as a bilateral contract ve seller, while expressly reserving the ownership of the subject property despithereof to the prospective buyer, binds himself to sell the said property exclusispective buyer upon fulfillment of the condition agreed upon, that is, full payment of the
ract is perfected when there is concurrence of the wills of the contracting parties with reuse of the contract. In this case, the agreement merely acknowledges that a purchase price ties. There was no mutual promise to buy on the part of petitioners and to sell on the the aforestated proviso in the agreement that documents pertaining to the sale af payments between the parties will follow clearly manifests lack of agreement between thes of the contract to sell, particularly the object and cause of the contract. The agreet create any obligatory force either for the transfer of title of the vessels, f payments as part of the purchase price. At most, this agreement bares only their inter a contract to sell or a contract of sale. Consequently, the courts below erred in ordect of sale that had yet to come into existence. Instead, the instant Complaint ed. It prays for three reliefs arising from the enforcement of the document: execners of the necessary deed of sale over the vessels, the payment of the balance of damages. The lower courts have already ruled that damages are unavailing. Our fie is no perfected contract of sale precludes the finding of any cause of action that woulf the first two reliefs. No cause of action arises until there is a breach oreither party.24 Considering that the documents create no obligation to execute or even pure, but only manifest an intention to eventually contract one, we find no rights breached ornt any of the reliefs sought in the Complaint. The petition is GRANTED. The assailetion of the Court of Appeals are REVERSED and SET ASIDE. The case before the Regional Tssed. No pronouncement as to costs. SO ORDERED.
CONTRACT FOR A PIECE OF WORK 1.) CELESTINO CO & COMPANY vs. COLLECTOR OF INTERNAL REVENUEgust 31, 1956 Facts: Celestino Co & Company is a duly registered general copaness under the trade name of "Oriental Sash Factory". From 1946 to 1951 it paid percentage eipts of its sash, door and window factory, in accordance with section one hundred ional Revenue Code imposing taxes on sale of manufactured articles. However in 195ability only to the contractor�s 3 per cent tax (instead of 7 per cent) under section 191 oo convince the Bureau of Internal Revenue, it brought the matter to the Court of Tax Appeae: Whether or not petitioner is cover under 186 of NRC national revenue code or under 19at once apparent that the Oriental Sash Factory did not merely sell its serviceeodoro & Co. (To take one instance) because it also sold the materials. The trthat it sold materials ordinarily manufactured by it — sash, panels, mouldings — to Teorm or combination as suited the fancy of the purchaser. Such new form does not divest thof its character as manufacturer. Neither does it take the transaction out of tles under Article 1467 above quoted, because although the Factory does not, in rse of its business, manufacture and keep on stockdoors of the kind sold to Teodoro, it cbly had in stock the sash, mouldings and panels it used therefor (some of them at len this Factory accepts a job that requires the use of extraordinary or additioninvolves services not generally performed by it‐it thereby contracts for a piece of workthin the meaning of Article 1467. The orders herein exhibited were not shown to be special.ork — nothing is shown to call them special requiring extraordinary service of the factory.t if, as alleged‐all the work of appellant is only to fill orders previously made, such ed special work, but regular work. Would a factory do business performing only rdinary or peculiar merchandise? Anyway, supposing for the moment that the transacsales, they were neither lease of services nor contract jobs by a contractor. But as the dittedly "manufactured" by the Oriental Sash Factory, such transactions could be, and sas "transfers" thereof under section 186 of the National Revenue Code. The appealed dtly affirmed. So ordered.