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SPS. EDRADA v. SPS. RAMOS
G.R. No. 154413, August 31, 2005
Tinga, J.:
FACTS: Respondent (Sps. Ramos) are the owners of 2 fishing
vessels. On April 1, 1996,
respondents and petitioners (Sps. Edrada) executed an untitled
handwritten document whichprovides that the 2 vessels owned by
respondents are now in the possession and received in goodrunning
and serviceable order by petitioners; that the documents pertaining
to the sale and
agreement of payments between them are to follow; and that the
agreed price for the vessel is
P900,000. Upon the signing of document, petitioners delivered to
respondents 4 postdatedchecks payable to cash by petitioner Rosella
Edrada, in various amounts totaling P140,000; 3 of
the checks amounting to P40,000 were honored, while the check
for the amount of P100,000 was
dishonored because of a stop payment order. Thus, the respondent
filed an action against
petitioners for specific performance with damages, before the
RTC, praying that petitioners beobliged to execute the necessary
deed of sale of the two fishing vessels and to pay the balance
of
the purchase price.
Respondents alleged that: Petitioners contracted to buy the two
fishing vessels for the agreed
price of P900,000, as evidenced by the handwritten document,
which according to them evinced
a contract to buy. However, despite delivery of said vessels and
repeated oral demands,
petitioners failed to pay the balance.
Petitioners answer:The document sued upon merely embodies an
agreement brought about by
the loans they extended to respondents. According to
petitioners, respondents allowed them tomanage or administer the
fishing vessels as a business on the understanding that should they
find
the business profitable, the vessels would be sold to them for
P900,000. But petitioners decided
to call it quits after spending a hefty sum for the repair and
maintenance of the vessels which
were already in dilapidated condition.
RTC rendered judgment in favor of herein respondents holding
that the document is a perfected
contract of sale. CA affirmed.
ISSUE: WON the RTC and the CA were correct in ruling that the
document is a perfected
contract of sale thus creating an obligatory force either for
the transfer of the vessels, or therendition of payments as part of
the purchase price.
RULING:NO. The court ruled that, at most, the agreement bares
only their intention to enter
into either a contract to sells or a contract of sale. A
contract of sale is defined as an agreement
whereby one of the contracting parties obligates himself to
transfer the ownership of and todeliver a determinate thing, and
the other to pay therefore a price certain in money or its
equivalent. It must evince the consent on the part of the seller
to transfer and deliver and on the
part of the buyer to pay. An examination of the document reveals
that there is no perfectedcontract of sale. The agreement may
confirm the receipt by respondents of the two vessels and
their purchase price. However, there is no equivocal agreement
to transfer ownership of the
vessel, but a mere commitment that documents pertaining to the
sale and agreement ofpayments[are] to follow. Evidently, the
document or documentswhich would formalize the
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transfer of ownership and contain the terms of payment of the
purchase price, or the period when
such would become due and demandable, have yet to be executed.
But no such document was
executed and no such terms were stipulated upon.
Assuming arguendo that the document evinces a perfected contract
of sale, the absence of
definite terms of payment therein would preclude its enforcement
by the respondents through theinstant Complaint. A requisite for
the judicial enforcement of an obligation is that the same isdue
and demandable. The absence of a stipulated period by which the
purchase price should be
paid indicates that at the time of the filing of the complaint,
the obligation to pay was not yet due
and demandable.
Respondents, during trial, did claim the existence of a period.
Respondent Carmencita
Ramos, during cross-examination, claimed that the supposed
balance shall be paid on 30 June
1996. But how do respondents explain why the Complaint was filed
on 3 June 1996? Assumingthat the 30 June 1996 period was duly
agreed upon by the parties, the filing of the Complaint was
evidently premature, as no cause of action had accrued yet.
There could not have been any
breach of obligation because on the date the action was filed,
the alleged maturity date for thepayment of the balance had not yet
arrived.
In order that respondents could have a valid cause of action, it
is essential that there must have
been a stipulated period within which the payment would have
become due and demandable. Ifthe parties themselves could not come
into agreement, the courts may be asked to fix the period
of the obligation, under Article 1197 of the Civil Code. The
respondents did not avail of such
relief prior to the filing of the instant Complaint; thus, the
action should fail owing to its obvious
prematurity.
