SECOND DIVISION[G.R. No. 137290. July 31, 2000]SAN MIGUEL PROPERTIES PHILIPPINES, INC.,petitioner, vs.SPOUSES ALFREDO HUANG and GRACE HUANG,respondents.D E C I S I O NMENDOZA,J.:This is a petition for review of the decision,[1]dated April 8, 1997, of the Court of Appeals which reversed the decision of the Regional Trial Court, Branch 153, Pasig City dismissing the complaint brought by respondents against petitioner for enforcement of a contract of sale.The facts are not in dispute.Petitioner San Miguel Properties Philippines, Inc. is a domestic corporation engaged in the purchase and sale of real properties. Part of its inventory are two parcels of land totalling 1, 738 square meters at the corner of Meralco Avenue and General Capinpin Street, Barrio Oranbo, Pasig City, which are covered by TCT Nos. PT-82395 and PT-82396 of the Register of Deeds of Pasig City.On February 21, 1994, the properties were offered for sale forP52,140,000.00 in cash. The offer was made to Atty. Helena M. Dauz who was acting for respondent spouses as undisclosed principals. In a letter[2]dated March 24, 1994, Atty. Dauz signified her clients interest in purchasing the properties for the amount for which they were offered by petitioner, under the following terms: the sum ofP500,000.00 would be given as earnest money and the balance would be paid in eight equal monthly installments from May to December, 1994. However, petitioner refused the counter-offer.On March 29, 1994, Atty. Dauz wrote another letter[3]proposing the following terms for the purchase of the properties,viz:This is to express our interest to buy your-above-mentioned property with an area of 1, 738 sq. meters. For this purpose, we are enclosing herewith the sum ofP1,000,000.00 representing earnest-deposit money, subject to the following conditions.1. We will be given the exclusive option to purchase the property within the 30 days from date of your acceptance of this offer.2. During said period, we will negotiate on the terms and conditions of the purchase; SMPPI will secure the necessary Management and Board approvals; and we initiate the documentation if there is mutual agreement between us.3. In the event that we do not come to an agreement on this transaction, the said amount ofP1,000,000.00 shall be refundable to us in full upon demand. . . .Isidro A. Sobrecarey, petitioners vice-president and operations manager for corporate real estate, indicated his conformity to the offer by affixing his signature to the letter and accepted the "earnest-deposit" ofP1 million. Upon request of respondent spouses, Sobrecarey ordered the removal of the "FOR SALE" sign from the properties.Atty. Dauz and Sobrecarey then commenced negotiations. During their meeting on April 8, 1994, Sobrecarey informed Atty. Dauz that petitioner was willing to sell the subject properties on a 90-day term. Atty. Dauz countered with an offer of six months within which to pay.On April 14, 1994, the parties again met during which Sobrecarey informed Atty. Dauz that petitioner had not yet acted on her counter-offer. This prompted Atty. Dauz to propose a four-month period of amortization.On April 25, 1994, Atty. Dauz asked for an extension of 45 days from April 29, 1994 to June 13, 1994 within which to exercise her option to purchase the property, adding that within that period, "[we] hope to finalize [our] agreement on the matter."[4]Her request was granted.On July 7, 1994, petitioner, through its president and chief executive officer, Federico Gonzales, wrote Atty. Dauz informing her that because the parties failed to agree on the terms and conditions of the sale despite the extension granted by petitioner, the latter was returning the amount ofP1 million given as "earnest-deposit."[5]On July 20, 1994, respondent spouses, through counsel, wrote petitioner demanding the execution within five days of a deed of sale covering the properties. Respondents attempted to return the "earnest-deposit" but petitioner refused on the ground that respondents option to purchase had already expired.On August 16, 1994, respondent spouses filed a complaint for specific performance against petitioner before the Regional Trial Court, Branch 133, Pasig City where it was docketed as Civil Case No. 64660.Within the period for filing a responsive pleading, petitioner filed a motion to dismiss the complaint alleging that (1) the alleged "exclusive option" of respondent spouses lacked a consideration separate and distinct from the purchase price and was thus unenforceable and (2) the complaint did not allege a cause of action because there was no "meeting of the minds" between the parties and, therefore, no perfected contract of sale. The motion was opposed by respondents.On December 12, 1994, the trial court granted petitioners motion and dismissed the action. Respondents filed a motion for reconsideration, but it was denied by the trial court. They then appealed to the Court of Appeals which, on April 8, 1997, rendered a decision[6]reversing the judgment of the trial court. The appellate court held that all the requisites of a perfected contract of sale had been complied with as the offer made on March 29, 1994, in connection with which the earnest money in the amount ofP1 million was tendered by respondents, had already been accepted by petitioner. The court cited Art. 1482 of the Civil Code which provides that "[w]henever earnest money is given in a contract of sale, it shall be considered as part of the price and as proof of the perfection of the contract." The fact the parties had not agreed on the mode of payment did not affect the contract as such is not an essential element for its validity. In addition, the court found that Sobrecarey had authority to act in behalf of petitioner for the sale of the properties.[7]Petitioner moved for reconsideration of the trial courts decision, but its motion was denied. Hence, this petition.Petitioner contends that the Court of Appeals erred in finding that there was a perfected contract of sale between the parties because the March 29, 1994 letter of respondents, which petitioner accepted, merely resulted in an option contract, albeit it was unenforceable for lack of a distinct consideration. Petitioner argues that the absence of agreement as to the mode of payment was fatal to the perfection of the contract of sale. Petitioner also disputes the appellate courts ruling that Isidro A. Sobrecarey had authority to sell the subject real properties.[8]Respondents were required to comment within ten (10) days from notice. However, despite 13 extensions totalling 142 days which the Court had given to them, respondents failed to file their comment. They were thus considered to have waived the filing of a comment.The petition is meritorious.In holding that there is a perfected contract of sale, the Court of Appeals relied on the following findings: (1) earnest money was allegedly given by respondents and accepted by petitioner through its vice-president and operations manager, Isidro A. Sobrecarey; and (2) the documentary evidence in the records show that there was a perfected contract of sale.With regard to the alleged payment and acceptance of earnest money, the Court holds that respondents did not give theP1 million as "earnest money" as provided by Art. 1482 of the Civil Code. They presented the amount merely as a deposit of what would eventually become the earnest money or downpayment should a contract of sale be made by them. The amount was thus given not as a part of the purchase price and as proof of the perfection of the contract of sale but only as a guarantee that respondents would not back out of the sale. Respondents in fact described the amount as an "earnest-deposit." InSpouses Doromal, Sr. v. Court of Appeals,[9]it was held:. . . While theP5,000 might have indeed been paid to Carlos in October, 1967, there is nothing to show that the same was in the concept of the earnest money contemplated in Art. 1482 of the Civil Code, invoked by petitioner, as signifying perfection of the sale.Viewed in the backdrop of the factual milieu thereof extant in the record, We are more inclined to believe that the saidP5,000.00 were paid in the concept of earnest money as the term was understood under the Old Civil Code, that is, as a guarantee that the buyer would not back out, considering that it is not clear that there was already a definite agreement as to the pricethen and that petitioners were decided to buy 6/7 only of the property should respondent Javellana refuse to agree to part with her 1/7 share.[10]In the present case, theP1 million "earnest-deposit" could not have been given as earnest money as contemplated in Art. 1482 because, at the time when petitioner accepted the terms of respondents offer of March 29, 1994, their contract had not yet been perfected. This is evident from the following conditions attached by respondents to their letter, to wit: (1) that they be given the exclusive option to purchase the property within 30 days from acceptance of the offer; (2) that during the option period, the parties would negotiate the terms and conditions of the purchase; and (3) petitioner would secure the necessary approvals while respondents would handle the documentation.The first condition for an option period of 30 days sufficiently shows that a sale was never perfected. As petitioner correctly points out, acceptance of this condition did not give rise to a perfected sale but merely to an option or an accepted unilateral promise on the part of respondents to buy the subject properties within 30 days from the date of acceptance of the offer. Such option giving respondents the exclusive right to buy the properties within the period agreed upon is separate and distinct from the contract of sale which the parties may enter.[11]All that respondents had was just the option to buy the properties which privilege was not, however, exercised by them because there was a failure to agree on the terms of payment. No contract of sale may thus be enforced by respondents.Furthermore, even the option secured by respondents from petitioner was fatally defective. Under the second paragraph of Art. 1479, an accepted unilateral promise to buy or sell a determinate thing for a price certain is binding upon the promisor only if the promise is supported by a distinct consideration. Consideration in an option contract may be anything of value, unlike in sale where it must be the price certain in money or its equivalent. There is no showing here of any consideration for the option. Lacking any proof of such consideration, the option is unenforceable.Equally compelling as proof of the absence of a perfected sale is the second condition that, during the option period, the parties would negotiate the terms and conditions of the purchase. The stages of a contract of sale are as follows: (1)negotiation, covering the period from the time the prospective contracting parties indicate interest in the contract to the time the contract is perfected; (2)perfection, which takes place upon the concurrence of the essential elements of the sale which are the meeting of the minds of the parties as to the object of the contract and upon the price; and (3)consummation, which begins when the parties perform their respective undertakings under the contract of sale, culminating in the extinguishment thereof.[12]In the present case, the parties never got past the negotiation stage. The alleged "indubitable evidence"[13]of a perfected sale cited by the appellate court was nothing more than offers and counter-offers which did not amount to any final arrangement containing the essential elements of a contract of sale. While the parties already agreed on the real properties which were the objects of the sale and on the purchase price, the fact remains that they failed to arrive at mutually acceptable terms of payment, despite the 45-day extension given by petitioner.The appellate court opined that the failure to agree on the terms of payment was no bar to the perfection of the sale because Art. 1475 only requires agreement by the parties as to the price of the object. This is error. InNavarro v. Sugar Producers Cooperative Marketing Association, Inc.,[14]we laid down the rule that the manner of payment of the purchase price is an essential element before a valid and binding contract of sale can exist. Although the Civil Code does not expressly state that the minds of the parties must also meet on the terms or manner of payment of the price, the same is needed, otherwise there is no sale. As held inToyota Shaw, Inc. v. Court of Appeals,[15]agreement on the manner of payment goes into the price such that a disagreement on the manner of payment is tantamount to a failure to agree on the price.[16]InVelasco v. Court of Appeals,[17]the parties to a proposed sale had already agreed on the object of sale and on the purchase price. By the buyers own admission, however, the parties still had to agree on how and when the downpayment and the installments were to be paid. It was held:. . .Such being the situation, it can not, therefore, be said that a definite and firm sales agreement between the parties had been perfected over the lot in question.Indeed, this Court has already ruled before that a definite agreement on the manner of payment of the purchase price is an essential element in the formation of a binding and enforceable contract of sale.The fact, therefore, that the petitioners delivered to the respondent the sum of P10,000 as part of the down-payment that they had to pay cannot be considered as sufficient proof of the perfection of any purchase and sale agreement between the parties herein under Art. 1482 of the new Civil Code, as the petitioners themselves admit that some essential matter - the terms of the payment - still had to be mutually covenanted.[18]Thus, it is not the giving of earnest money, but the proof of the concurrence of all the essential elements of the contract of sale which establishes the existence of a perfected sale.In the absence of a perfected contract of sale, it is immaterial whether Isidro A. Sobrecarey had the authority to enter into a contract of sale in behalf of petitioner. This issue, therefore, needs no further discussion.WHEREFORE, the decision of the Court of Appeals is REVERSED and respondents complaint is DISMISSED.SO ORDERED.Quisumbing, Buena,andDe Leon, Jr., JJ.,concur.Bellosillo, (Chairman), J.,on leave.

[1]Per Associate Justice Corona Ibay-Somera and concurred in by Justices Emeterio C. Cui and Salvador J. Valdez, Jr.[2]Annex D;Rollo, p. 99.[3]Annex E;Id., p. 100.[4]Annex F;Id., p. 102.[5]Annex I;Rollo, p. 107.[6]Rollo, pp. 38-61.[7]Id., pp. 48-60.[8]Petition, pp. 12-13;Rollo, pp. 14-15.[9]66 SCRA 575 (1975)[10]Id., at 582. (Emphasis added)[11]Carceler v. Court of Appeals, 302 SCRA 718 (1999); Cavite Development Bank and Far East Bank and Trust Company v. Court of Appeals, G.R. No. 131679, Feb. 1, 2000.[12]Ang Yu Asuncionv. Court of Appeals, 238 SCRA 602 (1994)[13]The Court of Appeals enumerated these as follows: (1)Annex"A" which contains petitioners offer to sell the subject properties; (2)Annex"D," a letter dated March 24, 1994 through which respondent spouses, through Atty. Helena M. Dauz, signified their interest to buy the subject properties; and (3)Annex"E," another letter from respondent spouses dated March 29, 1994 through which respondents again expressed their interest to buy the subject properties subject to certain conditions.[14]1 SCRA 1181 (1961)[15]244 SCRA 320 (1995)[16]Id., p. 328.[17]51 SCRA 439 (1973)[18]Id., p. 453. (Emphasis added)

SECOND DIVISION[G.R. No. 126444.December 4, 1998]ALFONSO QUIJADA, CRESENTE QUIJADA, REYNELDA QUIJADA, DEMETRIO QUIJADA, ELIUTERIA QUIJADA, EULALIO QUIJADA, and WARLITO QUIJADA,petitioners,vs.COURT OF APPEALS, REGALADO MONDEJAR, RODULFO GOLORAN, ALBERTO ASIS, SEGUNDINO RAS, ERNESTO GOLORAN, CELSO ABISO, FERNANDO BAUTISTA, ANTONIO MACASERO, and NESTOR MAGUINSAY,respondents.D E C I S I O NMARTINEZ,J.:Petitioners, as heirs of the late Trinidad Quijada, filed a complaint against private respondents for quieting of title, recovery of possession and ownership of parcels of land with claim for attorney's fees and damages.The suit was premised on the following facts found by the Court of Appeals, which is materially the same as that found by the trial court:"Plaintiffs-appellees (petitioners) are the children of the late Trinidad Corvera Vda. de Quijada.Trinidad was one of the heirs of the late Pedro Corvera and inherited from the latter the two-hectare parcel of land subject of the case, situated in the barrio of San Agustin, Talacogon, Agusan del Sur.On April 5, 1956, Trinidad Quijada together with her sisters Leonila Corvera Vda. de Sequea and Paz Corvera Cabiltes and brother Epapiadito Corvera executed a conditional deed of donation (Exh. C) of the two-hectare parcel of land subject of the case in favor of the Municipality of Talacogon, the condition being that the parcel of land shall be used solely and exclusively as part of the campus of the proposed provincial high school in Talacogon.Apparently, Trinidad remained in possession of the parcel of land despite the donation.On July 29, 1962, Trinidad sold one (1) hectare of the subject parcel of land to defendant-appellant Regalado Mondejar (Exh. 1).Subsequently, Trinidad verbally sold the remaining one (1) hectare to defendant-appellant (respondent)Regalado Mondejar without the benefit of a written deed of sale and evidenced solely by receipts of payment.In 1980, the heirs of Trinidad, who at that time was already dead, filed a complaint for forcible entry (Exh. E) against defendant-appellant (respondent) Regalado Mondejar, which complaint was, however, dismissed for failure to prosecute (Exh. F).In 1987, the proposed provincial high school having failed to materialize, the Sangguniang Bayan of the municipality of Talacogon enacted a resolution reverting the two (2) hectares of land donated back to the donors (Exh. D).In the meantime, defendant-appellant (respondent) Regalado Mondejar sold portions of the land to defendants-appellants (respondents) Fernando Bautista (Exh. 5), Rodolfo Goloran (Exh. 6), Efren Guden (Exh. 7) and Ernesto Goloran (Exh. 8)."On July 5, 1988, plaintiffs-appellees (petitioners) filed this action against defendants-appellants (respondents).In the complaint, plaintiffs-appellees (petitioners) alleged that their deceased mother never sold, conveyed, transferred or disposed of the property in question to any person or entity much less to Regalado Mondejar save the donation made to the Municipality of Talacogon in 1956; that at the time of the alleged sale to Regalado Mondejar by Trinidad Quijada, the land still belongs to the Municipality of Talacogon, hence, the supposed sale is null and void."Defendants-appellants (respondents), on the other hand, in their answer claimed that the land in dispute was sold to Regalado Mondejar, the one (1) hectare on July 29, 1962, and the remaining one (1) hectare on installment basis until fully paid.As affirmative and/or special defense, defendants-appellants (respondents) alleged that plaintiffs' action is barred by laches or has prescribed."The courta quorendered judgment in favor of plaintiffs-appellees (petitioners): firstly because 'Trinidad Quijada had no legal title or right to sell the land to defendant Mondejar in 1962, 1966, 1967 and 1968, the same not being hers to dispose of because ownership belongs to the Municipality of Talacogon' (Decision, p. 4;Rollo, p. 39) and, secondly, that the deed of sale executed by Trinidad Quijada in favor of Mondejar did not carry with it the conformity and acquiescence of her children, more so that she was already 63 years old at the time, and a widow (Decision, p. 6;Rollo, p. 41)."[1]The dispositive portion of the trial court's decision reads:"WHEREFORE, viewed from the above perceptions, the scale of justice having tilted in favor of the plaintiffs, judgment is, as it is hereby rendered:1)ordering the Defendants to return and vacate the two (2) hectares of land to Plaintiffs as described in Tax Declaration No. 1209 in the name of Trinidad Quijada;2)ordering any person acting in Defendants' behalf to vacate and restore thepeaceful possession of the land in question to Plaintiffs;3)ordering the cancellation of the Deed of Sale executed by the late Trinidad Quijada in favor of Defendant Regalado Mondejar as well as the Deeds of Sale/Relinquishments executed by Mondejar in favor of the other Defendants;4)ordering Defendants to remove their improvements constructed on the questioned lot;5)ordering the Defendants to pay Plaintiffs, jointly and severally, the amount ofP10,000.00 representing attorney's fees;6)ordering Defendants to pays the amount ofP8,000.00 as expenses of litigation; and7)ordering Defendants to pay the sum ofP30,000.00 representing moral damages.SO ORDERED."[2]On appeal, the Court of Appeals reversed and set aside the judgmenta quo[3]ruling that the sale made by Trinidad Quijada to respondent Mondejar was valid as the4 former retained an inchoate interest on the lots by virtue of the automatic reversion clause in the deed of donation.[4]Thereafter, petitioners filed a motion for reconsideration.When the CA denied their motion,[5]petitioners instituted a petition for review to this Court arguing principally that the sale of the subject property made by Trinidad Quijada to respondent Mondejar is void, considering that at that time, ownership was already transferred to the Municipality of Talacogon.On the contrary, private respondents contend that the sale was valid, that they are buyers in good faith, and that petitioners' case is barred by laches.[6]We affirm the decision of the respondent court.The donation made on April 5, 1956 by Trinidad Quijada and her brother and sisters[7]was subject to the condition that the donated property shall be "used solely and exclusively as a part of the campus of the proposed Provincial High School in Talacogon."[8]The donation further provides that should "the proposed Provincial High School be discontinued or if the same shall be opened but for some reason or another, the same may in the future be closed" the donated property shall automatically revert to the donor.[9]Such condition, not being contrary to law, morals, good customs, public order or public policy was validly imposed in the donation.[10]When the Municipality's acceptance of the donation was made known to the donor, the former became the new owner of the donated property -- donation being a mode of acquiring and transmitting ownership[11]- notwithstanding the condition imposed by the donee.The donation is perfected once the acceptance by the donee is made known to the donor.[12]Accordingly, ownership is immediately transferred to the latter and that ownership will only revert to the donor if the resolutory condition is not fulfilled.In this case, that resolutory condition is the construction of the school.It has been ruled that when a person donates land to another on the condition that the latter would build upon the land a school, the condition imposed is not a condition precedent or a suspensive condition but a resolutory one.[13]Thus, at the time of the sales made in 1962 towards 1968, the alleged seller (Trinidad) could not have sold the lots since she had earlier transferred ownership thereof by virtue of the deed of donation.So long as the resolutory condition subsists and is capable of fulfillment, the donation remains effective and the donee continues to be the owner subject only to the rights of the donor or his successors-in-interest under the deed of donation.Since no period was imposed by the donor on when must the donee comply with the condition, the latter remains the owner so long as he has tried to comply with the condition within a reasonable period.Such period, however, became irrelevant herein when the donee-Municipality manifested through a resolution that it cannot comply with the condition of building a school and the same was made known to the donor.Only then - when the non-fulfillment of the resolutory condition was brought to the donor's knowledge - that ownership of the donated property reverted to the donor as provided in the automatic reversion clause of the deed of donation.The donor may have an inchoate interest in the donated property during the time that ownership of the land has not reverted to her.Such inchoate interest may be the subject of contracts including a contract of sale.In this case, however, what the donor sold was the land itself which she no longer owns.It would have been different if the donor-seller sold her interests over the property under the deed of donation which is subject to the possibility of reversion of ownership arising from the non-fulfillment of the resolutory condition.As to laches, petitioners' action is not yet barred thereby.Laches presupposes failure or neglect for an unreasonable and unexplained length of time, to do that which, by exercising due diligence, could or should have been done earlier;[14]"it is negligence or omission to assert a right within a reasonable time, thus, giving rise to a presumption that the party entitled to assert it either has abandoned or declined to assert it."[15]Its essential elements of:a)Conduct on the part of the defendant, or of one under whom he claims, giving rise to the situation complained of;b)Delay in asserting complainant's right after he had knowledge of the defendant's conduct and after he has an opportunity to sue;c)Lack of knowledge or notice on the part of the defendant that the complainant would assert the right on which he bases his suit; and,d)Injury or prejudice to the defendant in the event relief is accorded to the complainant."[16]are absent in this case.Petitioners' cause of action to quiet title commenced only when the property reverted to the donor and/or his successors-in-interest in 1987.Certainly, when the suit was initiated the following year, it cannot be said that petitioners had slept on their rights for a long time.The 1960's sales made by Trinidad Quijada cannot be the reckoning point as to when petitioners' cause of action arose.They had no interest over the property at that time except under the deed of donation to which private respondents were not privy.Moreover, petitioners had previously filed an ejectment suit against private respondents only that it did not prosper on a technicality.Be that at it may, there is one thing which militates against the claim of petitioners.Sale, being a consensual contract, is perfected by mere consent, which is manifested the moment there is a meeting of the minds[17]as to the offer and acceptance thereof on three (3) elements: subject matter, price and terms of payment of the price.[18]ownership by the seller on the thing sold at the time of the perfection of the contract of sale is not an element for its perfection.What the law requires is that the seller has the right to transfer ownership at the time the thing sold is delivered.[19]Perfectionper sedoes not transfer ownership which occurs upon the actual or constructive delivery of the thing sold.[20]A perfected contract of sale cannot be challenged on the ground of non-ownership on the part of the seller at the time of its perfection; hence, the sale is still valid.The consummation, however, of the perfected contract is another matter.It occurs upon the constructive or actual delivery of the subject matter to the buyer when the seller or her successors-in-interest subsequently acquires ownership thereof.Such circumstance happened in this case when petitioners -- who are Trinidad Quijada's heirs and successors-in-interest -- became the owners of the subject property upon the reversion of the ownership of the land to them.Consequently, ownership is transferred to respondent Mondejar ands those who claim their right from him.Article 1434 of the New Civil Code supports the ruling that the seller's "title passes by operation of law to the buyer."[21]This rule applies not only when the subject matter of the contract of sale is goods,[22]but also to other kinds of property, including real property.[23]There is also no merit in petitioners' contention that since the lots were owned by the municipality at the time of the sale, they were outside the commerce of men under Article 1409 (4) of the NCC;[24]thus, the contract involving the same is inexistent and void from the beginning.However, nowhere in Article 1409 (4) is it provided that the properties of a municipality, whether it be those for public use or its patrimonial property[25]are outside the commerce of men.Besides, the lots in this case were conditionally owned by the municipality.To rule that the donated properties are outside the commerce of men would render nugatory the unchallenged reasonableness and justness of the condition which the donor has the right to impose as owner thereof.Moreover, the objects referred to as outsides the commerce of man are those which cannot be appropriated, such as the open seas and the heavenly bodies.With respect to the trial courts award of attorneys fees, litigation expenses and moral damages, there is neither factual nor legal basis thereof.Attorneys fees and expenses of litigation cannot, following the general rule in Article 2208 of the New Civil Code, be recovered in this case, there being no stipulation to that effect and the case does not fall under any of the exceptions.[26]It cannot be said that private respondents had compelled petitioners to litigate with third persons.Neither can it be ruled that the former acted in gross and evident bad faith in refusing to satisfy the latters claims considering that private respondents were under an honest belief that they have a legal right over the property by virtue of the deed of sale.Moral damages cannot likewise be justified as none of the circumstances enumerated under Articles 2219[27]and 2220[28]of the New Civil Code concur in this case.WHEREFORE, by virtue of the foregoing, the assailed decision of the Court of Appeals is AFFIRMED.SO ORDERED.Melo (Acting Chairman), Puno,andMendoza, JJ.,concur.

[1]Decision of Court of Appeals in CA-G.R. CV No. 44016 promulgated on May 31, 1996, pp. 2-5;Rollo, pp. 41-44.[2]Regional Trial Court (Bayugan, Agusan del Sur) Decision dated July 16, 1993 penned by Judge Zenaida Placer, p. 6; Annex "A" of Petition;Rollo,p. 21.[3]The decretal portion of the CA's decision states: "WHEREFORE, premises considered, the decision appealed from is hereby REVERSED and SET ASIDE, and judgment rendered declaring the defendants-appellants as the rightful and lawful owners and possessors of the subject land.There is no pronouncement as to costs."[4]CA Decision, pp. 6-7;Rollo,pp. 45-46.[5]CA Resolution promulgated August 26, 1996;Rollo,p. 55.[6]Comment of Private Respondents, pp. 7-8;Rollo,pp. 67-68.[7]Her sisters were Leonila Corvera Vda. de Sequea and Paz Corvera Cabiltes and the brother was Epapiadito Corvera.[8]RTC Decision, p. 1;Rollo,p. 16.[9]CA Decision, pp. 5-6;Rollo, pp. 44-45.[10]City of Angeles v. CA, 261 SCRA 90.[11]Article 712, New Civil Code provides: "Ownership is acquired by occupation and by intellectual creation."Ownership and other real rights over propertyare acquired and transmitted by law, by donation,by testate and intestate succession, and in consequence of certain contracts, by tradition."They may also be acquired by means of prescription." (Italics supplied).[12]Article 734, New Civil Code (NCC) reads: "The donation is perfected from the moment the donor knows of the acceptance by the donee."[13]Central Philippine University v. CA, 246 SCRA 511.[14]Reyes v. CA, 264 SCRA 35; Republic v. Sandiganbayan, 255 SCRA 438; PAL Employees Savings & Loan Association, Inc. v. NLRC, 260 SCRA 758.[15]Catholic Bishop of Balanga v. CA, 264 SCRA 181; Chavez v. Bonto-Perez, 242 SCRA 73; Riverav.CA, 244 SCRA 218; Cormero v. CA, 317 Phil. 348.[16]Santiago v. CA, 278 SCRA 98 (1997); Catholic Bishop of Balanga v. CA, 264 SCRA 181; Claveria v. Quingco, 207 SCRA 66 (1992); Perezv.Ong Cho, 116 SCRA 732 (1982); Yusingcov.Ong Hing Lian, 42 SCRA 589 (1971); I.E. Lotho, Inc.v.Ice and Cold Storage Industries, Inc., 3 SCRA 744; Go Chi Gun,et. al. v.Co Cho,et. al.,96 Phil. 622.[17]Article 1475, New Civil Code (NCC). "The contract of sale is perfected at the moment there is a meeting of the minds upon the thing which is the object of the contract and upon the price.x x x."[18]Leabresv.CA, 146 SCRA 158 (1986); See also Navarrov.Sugar Producer's Corporation, 1 SCRA 1180.[19]Article 1459, NCC - "The thing must be licit and the vendor must have a right to transfer the ownership thereof at the time it is delivered."[20]Article 712, NCC."x x x.Ownership and other real rights over property are acquired and transmitted x x xin consequence of certain cont4racts, by tradition."[21]Article 1434, NCC provides: "When a person who is not the owner of a thing sells or alienates and delivers it, and later the seller or grantor acquires title thereto, such title passes by operation of law to the buyer or grantee."[22]Article 1505 of the NCC provides: "Subject to the provisions of this Title, wheregoodsare sold by a person who is not the owner thereof, and who does not sell them under authority or with the consent of the owner, the buyer acquires no better title to the goods than the seller had, unless the owner of the goods is by his conduct precluded from denying the seller's authority to sell."x x xx x xx x x."(Emphasis supplied).Other exceptions to the foregoing includes: (a) when the contrary is provided in recording laws, (b) sales made under statutory power of sale or pursuant to a valid order from a court of competent jurisdiction, and (c) sales made in a merchant's store in accordance with the Code of commerce and special laws.[23]See Article 1434, NCC,supra.; Estoquev. Pajimula, 133 Phil. 55; 24 SCRA 59 (1968); Buctonv. Gabar, 55 SCRA 499.[24]Article 1409 (4), NCC:"The following contracts are inexistent and void from the beginning:x x xx x xx x x(4) Those whose object is outside the commerce of men;x x xx x xx x x."[25]Article 423, NCC: "The properties of provinces, cities and municipalities, is divided into property for public use and patrimonial property."Article 424 provides: "Property for public use, in the provinces, cities and municipalities, consist of the provincial roads, city streets, municipal streets, the squares, fountains, public waters, promenades, and public works for public service paid for by said provinces, cities, or municipalities."All other property possessed by any of them is patrimonial and shall be governed by this Code, without prejudice to the provisions of special laws."[26]In the absence of stipulation, attorneys fees and expenses of litigation, other than judicial costs, cannot be recovered except:x x xx x xx x x(2)when the defendants act or omission has compelled the plaintiff to litigate with third persons or to incur expenses to protect his interest.x x xx x xx x x(5)where the defendant acted in gross and evident bad faith in refusing to satisfy the plaintiffs plainly valid, just and demandable claim.x x xx x xx x x.[27]Moral damages may be recovered in the following and analogous cases:(1)a criminal offense resulting in physical injuries;(2)quasi-delicts causing physical injuries;(3)seduction, abduction, rape or other lascivious acts;(4)adultery or concubinage;(5)illegal or arbitrary detention or arrests;(6)illegal search;(7)libel, slander or any other form of defamation;(8)malicious prosecution;(9)acts mentioned in Article 309;(10)acts and actions referred to in Articles 21, 26, 27, 28, 29, 30, 32, 34 and 35.The parents of the female seduced, abducted, raped or abused referred to in No. 3 of this Article, may also recover moral damages.The spouse, ascendants, descendants and brothers and sisters may bring the action mentioned in No. 9 of this Article, in the order named.[28]Article 2220. Willful injury to property may be a legal ground for awarding moral damages if the court should find that, under the circumstances, such damages are justly due.The same rule applies to breaches of contracts where the defendant acted fraudulently or in bad faith.

THIRD DIVISION[G.R. No. 137552. June 16, 2000]ROBERTO Z. LAFORTEZA, GONZALO Z. LAFORTEZA, MICHAEL Z. LAFORTEZA, DENNIS Z. LAFORTEZA, and LEA Z. LAFORTEZA,petitioners, vs.ALONZO MACHUCA,respondent.D E C I S I O NGONZAGA_REYES,J.:This Petition for Review onCertiorariseeks the reversal of the Decision of the Court of Appeals[1]in CA G.R. CV No. 47457 entitled "ALONZO MACHUCA versus ROBERTO Z. LAFORTEZA, GONZALO Z. LAFORTEZA, LEA ZULUETA-LAFORTEZA MICHAEL Z. LAFORTEZA, and DENNIS Z. LAFORTEZA".The following facts as found by the Court of Appeals are undisputed:"The property involved consists of a house and lot located at No. 7757 Sherwood Street, Marcelo Green Village, Paraaque, Metro Manila, covered by Transfer Certificate of Title (TCT) No. (220656) 8941 of the Registered of Deeds of Paraaque (Exhibit "D", Plaintiff, record, pp. 331-332). The subject property is registered in the name of the late Francisco Q. Laforteza, although it is conjugal in nature (Exhibit "8", Defendants, record pp. 331-386).On August 2, 1988, defendant Lea Zulueta-Laforteza executed a Special Power of Attorney in favor of defendants Roberto Z. Laforteza and Gonzalo Z. Laforteza, Jr., appointing both as her Attorney-in-fact authorizing them jointly to sell the subject property and sign any document for the settlement of the estate of the late Francisco Q. Laforteza (Exh. "A", Plaintiff, record, pp. 323-325).Likewise on the same day, defendant Michael Z. Laforteza executed a Special Power of Attorney in favor of defendants Roberto Z. Laforteza and Gonzalo Laforteza, Jr., likewise, granting the same authority (Exh. "B", record, pp. 326-328). Both agency instruments contained a provision that in any document or paper to exercise authority granted, the signature of both attorneys-in-fact must be affixed.On October 27, 1988, defendant Dennis Z. Laforteza executed a Special Power of Attorney in favor of defendant Roberto Z. Laforteza for the purpose of selling the subject property (Exh. "C", Plaintiff, record, pp. 329-330). A year later, on October 30, 1989, Dennis Z. Laforteza executed another Special Power of Attorney in favor of defendants Roberto Z. Laforteza and Gonzalo Laforteza, Jr. naming both attorneys-in-fact for the purpose of selling the subject property and signing any document for the settlement of the estate of the late Francisco Q. Laforteza. The subsequent agency instrument (Exh. "2", record, pp. 371-373) contained similar provisions that both attorneys-in-fact should sign any document or paper executed in the exercise of their authority.In the exercise of the above authority, on January 20, 1989, the heirs of the late Francisco Q. Laforteza represented by Roberto Z. Laforteza and Gonzalo Z. Laforteza, Jr. entered into a Memorandum of Agreement (Contract to Sell) with the plaintiff[2]over the subject property for the sum of SIX HUNDRED THIRTY THOUSAND PESOS (P630,000.00) payable as follows:(a)P30,000.00 as earnest money, to be forfeited in favor of the defendants if the sale is not effected due to the fault of the plaintiff;(b)P600,000.00 upon issuance of the new certificate of title in the name of the late Francisco Q. Laforteza and upon execution of an extra-judicial settlement of the decedents estate with sale in favor of the plaintiff (Par. 2, Exh. "E", record, pp. 335-336).Significantly, the fourth paragraph of the Memorandum of Agreement (Contract to Sell) dated January 20, 1989 (Exh. "E", supra.) contained a provision as follows:xxx. Upon issuance by the proper Court of the new title, the BUYER-LESSEE shall be notified in writing and said BUYER-LESSEE shall have thirty (30) days to produce the balance ofP600,000.00 which shall be paid to the SELLER-LESSORS upon the execution of the Extrajudicial Settlement with sale.On January 20, 1989, plaintiff paid the earnest money of THIRTY THOUSAND PESOS (P30,000.00), plus rentals for the subject property (Exh. "F", Plaintiff, record, p. 339).On September 18, 1998[3], defendant heirs, through their counsel wrote a letter (Exh. 1, Defendants, record, p. 370) to the plaintiff furnishing the latter a copy of the reconstituted title to the subject property, advising him that he had thirty (3) days to produce the balance of SIX HUNDRED PESOS (sic) (P600,000.00) under the Memorandum of Agreement which plaintiff received on the same date.On October 18, 1989, plaintiff sent the defendant heirs a letter requesting for an extension of the THIRTY (30) DAYS deadline up to November 15, 1989 within which to produce the balance of SIX HUNDRED THOUSAND PESOS (P600,000.00) (Exh. "G", Plaintiff, record, pp. 341-342). Defendant Roberto Z. Laforteza, assisted by his counsel Atty. Romeo L. Gutierrez, signed his conformity to the plaintiffs letter request (Exh. "G-1 and "G-2", Plaintiff, record, p. 342). The extension, however, does not appear to have been approved by Gonzalo Z. Laforteza, the second attorney-in-fact as his conformity does not appear to have been secured.On November 15, 1989, plaintiff informed the defendant heirs, through defendant Roberto Z. Laforteza, that he already had the balance of SIX HUNDRED THOUSAND PESOS (P600,000.00) covered by United Coconut Planters Bank Managers Check No. 000814 dated November 15, 1989 (TSN, August 25, 1992, p. 11; Exhs. "H", record, pp. 343-344; "M", records p. 350; and "N", record, p. 351). However, the defendants, refused to accept the balance (TSN, August 24, 1992, p. 14; Exhs. "M-1", Plaintiff, record, p. 350; and "N-1", Plaintiff, record, p. 351). Defendant Roberto Z. Laforteza had told him that the subject property was no longer for sale (TSN, October 20, 1992, p. 19; Exh. "J", record, p. 347).On November 20, 1998[4], defendants informed the plaintiff that they were canceling the Memorandum of Agreement (Contract to Sell) in view of the plaintiffs failure to comply with his contractual obligations (Exh. "3").Thereafter, plaintiff reiterated his request to tender payment of the balance of SIX HUNDRED THOUSAND PESOS (P600,000.00). Defendants, however, insisted on the rescission of the Memorandum of Agreement. Thereafter, plaintiff filed the instant action for specific performance. The lower court rendered judgment on July 6, 1994 in favor of the plaintiff, the dispositive portion of which reads:WHEREFORE, judgment is hereby rendered in favor of plaintiff Alonzo Machuca and against the defendant heirs of the late Francisco Q. Laforteza, ordering the said defendants.(a) To accept the balance of P600,000.00 as full payment of the consideration for the purchase of the house and lot located at No. 7757 Sherwood Street, Marcelo Green Village, Paraaque, Metro Manila, covered by Transfer Certificate of Title No. (220656) 8941 of the Registry of Deeds of Rizal Paraaque, Branch;(b) To execute a registrable deed of absolute sale over the subject property in favor of the plaintiff;(c) Jointly and severally to pay the plaintiff the sum of P20,000.00 as attorneys fees plus cost of suit.SO ORDERED. (Rollo, pp. 74-75)."[5]Petitioners appealed to the Court of Appeals, which affirmed with modification the decision of the lower court; the dispositive portion of the Decision reads:"WHEREFORE, the questioned decision of the lower court is hereby AFFIRMED with the MODIFICATION that defendant heirs Lea Zulueta-Laforteza, Michael Z. Laforteza, Dennis Z. Laforteza and Roberto Z. Laforteza including Gonzalo Z. Laforteza, Jr. are hereby ordered to pay jointly and severally the sum of FIFTY THOUSAND PESOS (P50,000.00) as moral damages.SO ORDERED."[6]Motion for Reconsideration was denied but the Decision was modified so as to absolve Gonzalo Z. Laforteza, Jr. from liability for the payment of moral damages.[7]Hence this petition wherein the petitioners raise the following issues:"I. WHETHER THE TRIAL AND APPELLATE COURTS CORRECTLY CONSTRUED THE MEMORANDUM OF AGREEMENT AS IMPOSING RECIPROCAL OBLIGATIONS.II. WHETHER THE COURTS A QUO CORRECTLY RULED THAT RESCISSION WILL NOT LIE IN THE INSTANT CASE.III. WHETHER THE RESPONDENT IS UNDER ESTOPPEL FROM RAISING THE ALLEGED DEFECT IN THE SPECIAL POWER OF ATTORNEY DATED 30 OCTOBER 1989 EXECUTED BY DENNIS LAFORTEZA.IV. SUPPOSING EX GRATIA ARGUMENTI THE MEMORANDUM OF AGREEMENT IMPOSES RECIPROCAL OBLIGATIONS, WHETHER THE PETITIONERS MAY BE COMPELLED TO SELL THE SUBJECT PROPERTY WHEN THE RESPONDENT FAILED TO MAKE A JUDICIAL CONSIGNATION OF THE PURCHASE PRICE?V. WHETHER THE PETITIONERS ARE IN BAD FAITH SO TO AS MAKE THEM LIABLE FOR MORAL DAMAGES?"[8]The petitioners contend that the Memorandum of Agreement is merely a lease agreement with "option to purchase". As it was merely an option, it only gave the respondent a right to purchase the subject property within a limited period without imposing upon them any obligation to purchase it. Since the respondents tender of payment was made after the lapse of the option agreement, his tender did not give rise to the perfection of a contract of sale.It is further maintained by the petitioners that the Court of Appeals erred in ruling that rescission of the contract was already out of the question. Rescission implies that a contract of sale was perfected unlike the Memorandum of Agreement in question which as previously stated is allegedly only an option contract.Petitioner adds that at most, the Memorandum of Agreement (Contract to Sell) is a mere contract to sell, as indicated in its title. The obligation of the petitioners to sell the property to the respondent was conditioned upon the issuance of a new certificate of title and the execution of the extrajudicial partition with sale and payment of the P600,000.00. This is why possession of the subject property was not delivered to the respondent as the owner of the property but only as the lessee thereof. And the failure of the respondent to pay the purchase price in full prevented the petitioners obligation to convey title from acquiring obligatory force.Petitioners also allege that assuming for the sake of argument that a contract of sale was indeed perfected, the Court of Appeals still erred in holding that respondents failure to pay the purchase price of P600,000.00 was only a "slight or casual breach".The petitioners also claim that the Court of Appeals erred in ruling that they were not ready to comply with their obligation to execute the extrajudicial settlement. The Power of Attorney to execute a Deed of Sale made by Dennis Z. Laforteza was sufficient and necessarily included the power to execute an extrajudicial settlement. At any rate, the respondent is estopped from claiming that the petitioners were not ready to comply with their obligation for he acknowledged the petitioners ability to do so when he requested for an extension of time within which to pay the purchase price. Had he truly believed that the petitioners were not ready, he would not have needed to ask for said extension.Finally, the petitioners allege that the respondents uncorroborated testimony that third persons offered a higher price for the property is hearsay and should not be given any evidentiary weight. Thus, the order of the lower court awarding moral damages was without any legal basis.The appeal is bereft of merit.A perusal of the Memorandum Agreement shows that the transaction between the petitioners and the respondent was one of sale and lease. The terms of the agreement read:"1. For and in consideration of the sum of PESOS: SIX HUNDRED THIRTY THOUSAND (P630,000.00) payable in a manner herein below indicated, SELLER-LESSOR hereby agree to sell unto BUYER-LESSEE the property described in the first WHEREAS of this Agreement within six (6) months from the execution date hereof, or upon issuance by the Court of a new owners certificate of title and the execution of extrajudicial partition with sale of the estate of Francisco Laforteza, whichever is earlier;2. The above-mentioned sum of PESOS: SIX HUNDRED THIRTY THOUSAND (P630,000.00) shall be paid in the following manner:P30,000.00- as earnest money and as consideration for this Agreement, which amount shall be forfeited in favor of SELLER-LESSORS if the sale is not effected because of the fault or option of BUYER-LESSEE;P600,000.00- upon the issuance of the new certificate of title in the name of the late Francisco Laforteza and upon the execution of an Extrajudicial Settlement of his estate with sale in favor of BUYER-LESSEE free from lien or any encumbrances.3. Parties reasonably estimate that the issuance of a new title in place of the lost one, as well as the execution of extrajudicial settlement of estate with sale to herein BUYER-LESSEE will be completed within six (6) months from the execution of this Agreement. It is therefore agreed that during the six months period, BUYER-LESSEE will be leasing the subject property for six months period at the monthly rate of PESOS: THREE THOUSAND FIVE HUNDRED (P3,500.00). Provided however, that if the issuance of new title and the execution of Extrajudicial Partition is completed prior to the expiration of the six months period, BUYER-LESSEE shall only be liable for rentals for the corresponding period commencing from his occupancy of the premises to the execution and completion of the Extrajudicial Settlement of the estate, provided further that if after the expiration of six (6) months, the lost title is not yet replaced and the extra judicial partition is not executed, BUYER-LESSEE shall no longer be required to pay rentals and shall continue to occupy, and use the premises until subject condition is complied by SELLER-LESSOR;4. It is hereby agreed that within reasonable time from the execution of this Agreement and the payment by BUYER-LESSEE of the amount of P30,000.00 as herein above provided, SELLER-LESSORS shall immediately file the corresponding petition for the issuance of a new title in lieu of the lost one in the proper Courts. Upon issuance by the proper Courts of the new title, the BUYER-LESSEE shall have thirty (30) days to produce the balance of P600,000.00 which shall be paid to the SELLER-LESSORS upon the execution of the Extrajudicial Settlement with sale."[9]A contract of sale is a consensual contract and is perfected at the moment there is a meeting of the minds upon the thing which is the object of the contract and upon the price.[10]From that moment the parties may reciprocally demand performance subject to the provisions of the law governing the form of contracts.[11]The elements of a valid contract of sale under Article 1458 of the Civil Code are (1) consent or meeting of the minds; (2) determinate subject matter and (3) price certain in money or its equivalent.[12]In the case at bench, there was a perfected agreement between the petitioners and the respondent whereby the petitioners obligated themselves to transfer the ownership of and deliver the house and lot located at 7757 Sherwood St., Marcelo Green Village, Paraaque and the respondent to pay the price amounting to six hundred thousand pesos (P600,000.00). All the elements of a contract of sale were thus present. However, the balance of the purchase price was to be paid only upon the issuance of the new certificate of title in lieu of the one in the name of the late Francisco Laforteza and upon the execution of an extrajudicial settlement of his estate. Prior to the issuance of the "reconstituted" title, the respondent was already placed in possession of the house and lot as lessee thereof for six months at a monthly rate of three thousand five hundred pesos (P3,500.00). It was stipulated that should the issuance of the new title and the execution of the extrajudicial settlement be completed prior to expiration of the six-month period, the respondent would be liable only for the rentals pertaining to the period commencing from the date of the execution of the agreement up to the execution of the extrajudicial settlement. It was also expressly stipulated that if after the expiration of the six month period, the lost title was not yet replaced and the extrajudicial partition was not yet executed, the respondent would no longer be required to pay rentals and would continue to occupy and use the premises until the subject condition was complied with by the petitioners.The six-month period during which the respondent would be in possession of the property as lessee, was clearly not a period within which to exercise an option. An option is a contract granting a privilege to buy or sell within an agreed time and at a determined price. An option contract is a separate and distinct contract from that which the parties may enter into upon the consummation of the option.[13]An option must be supported by consideration.[14]An option contract is governed by the second paragraph of Article 1479 of the Civil Code[15], which reads:"Article 1479. xxxAn accepted unilateral promise to buy or to sell a determinate thing for a price certain is binding upon the promissor if the promise is supported by a consideration distinct from the price."In the present case, the six-month period merely delayed the demandability of the contract of sale and did not determine its perfection for after the expiration of the six-month period, there was an absolute obligation on the part of the petitioners and the respondent to comply with the terms of the sale. The parties made a "reasonable estimate" that the reconstitution of the lost title of the house and lot would take approximately six months and thus presumed that after six months, both parties would be able to comply with what was reciprocally incumbent upon them. The fact that after the expiration of the six-month period, the respondent would retain possession of the house and lot without need of paying rentals for the use therefor, clearly indicated that the parties contemplated that ownership over the property would already be transferred by that time.The issuance of the new certificate of title in the name of the late Francisco Laforteza and the execution of an extrajudicial settlement of his estate was not a condition which determined the perfection of the contract of sale. Petitioners contention that since the condition was not met, they no longer had an obligation to proceed with the sale of the house and lot is unconvincing. The petitioners fail to distinguish between a condition imposed upon the perfection of the contract and a condition imposed on the performance of an obligation. Failure to comply with the first condition results in the failure of a contract, while the failure to comply with the second condition only gives the other party the option either to refuse to proceed with the sale or to waive the condition. Thus, Art. 1545 of the Civil Code states:"Art. 1545. Where the obligation of either party to a contract of sale is subject to any condition which is not performed, such party may refuse to proceed with the contract or he may waive performance of the condition. If the other party has promised that the condition should happen or be performed, such first mentioned party may also treat the nonperformance of the condition as a breach of warranty.Where the ownership in the things has not passed, the buyer may treat the fulfillment by the seller of his obligation to deliver the same as described and as warranted expressly or by implication in the contract of sale as a condition of the obligation of the buyer to perform his promise to accept and pay for the thing."[16]In the case at bar, there was already a perfected contract. The condition was imposed only on the performance of the obligations contained therein. Considering however that the title was eventually "reconstituted" and that the petitioners admit their ability to execute the extrajudicial settlement of their fathers estate, the respondent had a right to demand fulfillment of the petitioners obligation to deliver and transfer ownership of the house and lot.What further militates against petitioners argument that they did not enter into a contract of sale is the fact that the respondent paid thirty thousand pesos (P30,000.00) as earnest money. Earnest money is something of value to show that the buyer was really in earnest, and given to the seller to bind the bargain.[17]Whenever earnest money is given in a contract of sale, it is considered as part of the purchase price and proof of the perfection of the contract.[18]We do not subscribe to the petitioners view that the Memorandum Agreement was a contract to sell. There is nothing contained in the Memorandum Agreement from which it can reasonably be deduced that the parties intended to enter into a contract to sell, i.e. one whereby the prospective seller would explicitly reserve the transfer of title to the prospective buyer, meaning, the prospective seller does not as yet agree or consent to transfer ownership of the property subject of the contract to sell until the full payment of the price, such payment being a positive suspensive condition, the failure of which is not considered a breach, casual or serious, but simply an event which prevented the obligation from acquiring any obligatory force.[19]There is clearly no express reservation of title made by the petitioners over the property, or any provision which would impose non-payment of the price as a condition for the contracts entering into force. Although the memorandum agreement was also denominated as a "Contract to Sell", we hold that the parties contemplated a contract of sale. A deed of sale is absolute in nature although denominated a conditional sale in the absence of a stipulation reserving title in the petitioners until full payment of the purchase price.[20]In such cases, ownership of the thing sold passes to the vendee upon actual or constructive delivery thereof.[21]The mere fact that the obligation of the respondent to pay the balance of the purchase price was made subject to the condition that the petitioners first deliver the reconstituted title of the house and lot does not make the contract a contract to sell for such condition is not inconsistent with a contract of sale.[22]The next issue to be addressed is whether the failure of the respondent to pay the balance of the purchase price within the period allowed is fatal to his right to enforce the agreement.We rule in the negative.Admittedly, the failure of the respondent to pay the balance of the purchase price was a breach of the contract and was a ground for rescission thereof. The extension of thirty (30) days allegedly granted to the respondent by Roberto Z. Laforteza (assisted by his counsel Attorney Romeo Gutierrez) was correctly found by the Court of Appeals to be ineffective inasmuch as the signature of Gonzalo Z. Laforteza did not appear thereon as required by the Special Powers of Attorney.[23]However, the evidence reveals that after the expiration of the six-month period provided for in the contract, the petitioners were not ready to comply with what was incumbent upon them, i.e. the delivery of the reconstituted title of the house and lot. It was only on September 18, 1989 or nearly eight months after the execution of the Memorandum of Agreement when the petitioners informed the respondent that they already had a copy of the reconstituted title and demanded the payment of the balance of the purchase price. The respondent could not therefore be considered in delay for in reciprocal obligations, neither party incurs in delay if the other party does not comply or is not ready to comply in a proper manner with what was incumbent upon him.[24]Even assuming for the sake of argument that the petitioners were ready to comply with their obligation, we find that rescission of the contract will still not prosper. The rescission of a sale of an immovable property is specifically governed by Article 1592 of the New Civil Code, which reads:"In the sale of immovable property, even though it may have been stipulated that upon failure to pay the price at the time agreed upon the rescission of the contract shall of right take place, the vendee may pay, even after the expiration of the period, as long as no demand for rescission of the contract has been made upon him either judicially or by a notarial act. After the demand, the court may not grant him a new term."[25]It is not disputed that the petitioners did not make a judicial or notarial demand for rescission. The November 20, 1989 letter of the petitioners informing the respondent of the automatic rescission of the agreement did not amount to a demand for rescission, as it was not notarized.[26]It was also made five days after the respondents attempt to make the payment of the purchase price. This offer to pay prior to the demand for rescission is sufficient to defeat the petitioners right under article 1592 of the Civil Code.[27]Besides, the Memorandum Agreement between the parties did not contain a clause expressly authorizing the automatic cancellation of the contract without court intervention in the event that the terms thereof were violated. A seller cannot unilaterally and extrajudicially rescind a contract of sale where there is no express stipulation authorizing him to extrajudicially rescind.[28]Neither was there a judicial demand for the rescission thereof. Thus, when the respondent filed his complaint for specific performance, the agreement was still in force inasmuch as the contract was not yet rescinded. At any rate, considering that the six-month period was merely an approximation of the time it would take to reconstitute the lost title and was not a condition imposed on the perfection of the contract and considering further that the delay in payment was only thirty days which was caused by the respondents justified but mistaken belief that an extension to pay was granted to him, we agree with the Court of Appeals that the delay of one month in payment was a mere casual breach that would not entitle the respondents to rescind the contract. Rescission of a contract will not be permitted for a slight or casual breach, but only such substantial and fundamental breach as would defeat the very object of the parties in making the agreement.[29]Petitioners insistence that the respondent should have consignated the amount is not determinative of whether respondents action for specific performance will lie. Petitioners themselves point out that the effect of consignation is to extinguish the obligation. It releases the debtor from responsibility therefor.[30]The failure of the respondent to consignate the P600,000.00 is not tantamount to a breach of the contract for by the fact of tendering payment, he was willing and able to comply with his obligation.The Court of Appeals correctly found the petitioners guilty of bad faith and awarded moral damages to the respondent. As found by the said Court, the petitioners refused to comply with their obligation for the reason that they were offered a higher price therefor and the respondent was even offered P100,000.00 by the petitioners lawyer, Attorney Gutierrez, to relinquish his rights over the property. The award of moral damages is in accordance with Article 1191[31]of the Civil Code pursuant to Article 2220 which provides that moral damages may be awarded in case of a breach of contract where the defendant acted in bad faith. The amount awarded depends on the discretion of the court based on the circumstances of each case.[32]Under the circumstances, the award given by the Court of Appeals amounting to P50,000.00 appears to us to be fair and reasonable.ACCORDINGLY, the decision of the Court of Appeals in CA G.R. CV No. 47457 is AFFIRMED and the instant petition is hereby DENIED.No pronouncement as to costs.SO ORDERED.Melo, (Chairman), Panganiban,andPurisima, JJ.,concur.Vitug, J.,Abroad, On Official Business.

[1]Twelfth Division composed of theponenteJ. Mariano M. Umali and the members:J. Consuelo Ynares-Santiago (Chairman) andJ. Romeo J. Callejo, Sr. concurring.[2]Alonzo Machuca, respondent herein.[3]Should be 1989; Exhibit "1", Record, p. 370.[4]Should be 1989; Exhibit "3"; Record, p. 374.[5]Decision, pp. 1-4;Rollo, pp. 39-42.[6]Decision, pp. 14-15;Rollo, pp. 52-53.[7]Resolution, p. 7;Rollo, p. 59.[8]Petitioners Memorandum, p. 7-8;Rollo, pp. 119-120.[9]Rollo, pp. 23-25.[10]City of Cebuvs. Heirs of Candido Rubi, 306 SCRA 408 at p. 417 [1999].[11]Article 1475, Civil Code.[12]City of Cebuvs. Heirs of Candido Rubi,supra.[13]Covs. Court of Appeals, G. R. No. 112330, August 17, 1999 at p. 7.[14]Ibid.[15]Ibid.[16]Limvs. Court of Appeals, 263 SCRA 569 at p. 578 [1996].[17]Topaciovs. Court of Appeals, 211 SCRA 291 at p. 295 [1992].[18]Article 1482, Civil Code.[19]City of Cebuvs. Heirs of Candido Rubi,supraat p. 419.[20]Babasavs. Court of Appeals, 290 SCRA 532 at p. 540 [1998].[21]Ibid.[22]Ibid.[23]The Powers of Attorney read:"xxx It is hereby understood that in signing any document or paper to exercise the authority herein granted, the signature ofboth attorneysmust be affixed to said document." (emphasis supplied)[24]Article 1169, Civil Code.[25]Article 1592 requiring demand by suit or notarial act in case the vendor wants to rescind does not apply to a contract to sell or promise to sell where title remains with the vendor until fulfillment of a positive condition such as full payment of the price [Roquevs. Lapuz, 96 SCRA 741 citing Manuelvs. Rodriguez 109 Phil.].[26]Record, p. 56.[27]Ocampovs. Court of Appeals, 233 SCRA 551 at p. 562 [1994].[28]Covs. Court of Appeals,supraat p. 9.[29]Ocampovs. Court of Appeals,supra.[30]Article 1256 of the Civil Code reads: "If the creditor to whom tender of payment has been made refuses without just cause to accept it, the debtor shall be released from responsibility by the consignation of the thing or sum due. xxx"[31]"The power to rescind obligations is implied in reciprocal ones, in case one of the obligors should not comply with what is incumbent upon him.The injured party may choose between fulfillment and rescission of the obligation, with the payment of damages in either case. He may also seek rescission, even after he has chosen fulfillment, if the latter should become impossible.The court shall decree the rescission claimed, unless there be just cause authorizing the fixing of a period. xxx"[32]Limvs. Court of Appeals,Supraat p. 581.

SECOND DIVISION[G.R. No. 133638. April 15, 2005]PERPETUA VDA. DE APE,petitioner, vs.THE HONORABLE COURT OF APPEALS and GENOROSA CAWIT VDA. DE LUMAYNO,respondents.D E C I S I O NCHICO-NAZARIO,J.:Before Us is a petition for review oncertiorariof the Decision[1]of the Court of Appeals in CA-G.R. CV No. 45886 entitled, Generosa Cawit de Lumayno, accompanied by her husband Braulio Lumayno v. Fortunato Ape, including his wife Perpetua de Ape.The pertinent facts are as follows:Cleopas Ape was the registered owner of a parcel of land particularly known as Lot No. 2319 of the Escalante Cadastre of Negros Occidental and covered by Original Certificate of Title (OCT) No. RP 1379 (RP-154 [300]).[2]Upon Cleopas Apes death sometime in 1950, the property passed on to his wife, Maria Ondoy, and their eleven (11) children, namely: Fortunato, Cornelio, Bernalda, Bienvenido, Encarnacion, Loreta, Lourdes, Felicidad, Adela, Dominador, and Angelina, all surnamed Ape.On 15 March 1973, Generosa Cawit de Lumayno (private respondent herein), joined by her husband, Braulio,[3]instituted a case for Specific Performance of a Deed of Sale with Damages against Fortunato and his wife Perpetua (petitioner herein) before the then Court of First Instance of Negros Occidental. It was alleged in the complaint that on 11 April 1971, private respondent and Fortunato entered into a contract of sale of land under which for a consideration of P5,000.00, Fortunato agreed to sell his share in Lot No. 2319 to private respondent. The agreement was contained in a receipt prepared by private respondents son-in-law, Andres Flores, at her behest. Said receipt was attached to the complaint as Annex A thereof and later marked as Exhibit G for private respondent. The receipt states:April 11, 1971TO WHOM IT MAY CONCERN:This date received from Mrs. Generosa Cawit de Lumayno the sum of THIRTY PESOS ONLY as Advance Payment of my share in Land Purchased, for FIVE THOUSAND PESOS LOT #2319.(Signed)FORTUNATO APEP30.00 WITNESS:(Illegible)[4]As private respondent wanted to register the claimed sale transaction, she supposedly demanded that Fortunato execute the corresponding deed of sale and to receive the balance of the consideration. However, Fortunato unjustifiably refused to heed her demands. Private respondent, therefore, prayed that Fortunato be ordered to execute and deliver to her a sufficient and registrable deed of sale involving his one-eleventh (1/11) share or participation in Lot No. 2319 of the Escalante Cadastre; to pay P5,000.00 in damages; P500.00 reimbursement for litigation expenses as well as additional P500.00 for every appeal made; P2,000.00 for attorneys fees; and to pay the costs.[5]Fortunato and petitioner denied the material allegations of the complaint and claimed that Fortunato never sold his share in Lot No. 2319 to private respondent and that his signature appearing on the purported receipt was forged. By way of counterclaim, the defendants below maintained having entered into a contract of lease with respondent involving Fortunatos portion of Lot No. 2319. This purported lease contract commenced in 1960 and was supposed to last until 1965 with an option for another five (5) years. The annual lease rental was P100.00 which private respondent and her husband allegedly paid on installment basis. Fortunato and petitioner also assailed private respondent and her husbands continued possession of the rest of Lot No. 2319 alleging that in the event they had acquired the shares of Fortunatos co-owners by way of sale, he was invoking his right to redeem the same. Finally, Fortunato and petitioner prayed that the lease contract between them and respondent be ordered annulled; and that respondent be ordered to pay them attorneys fees; moral damages; and exemplary damages.[6]In their reply,[7]the private respondent and her husband alleged that they had purchased from Fortunatos co-owners, as evidenced by various written instruments,[8]their respective portions of Lot No. 2319. By virtue of these sales, they insisted that Fortunato was no longer a co-owner of Lot No. 2319 thus, his right of redemption no longer existed.Prior to the resolution of this case at the trial court level, Fortunato died and was substituted in this action by his children named Salodada, Clarita, Narciso, Romeo, Rodrigo, Marieta, Fortunato, Jr., and Salvador, all surnamed Ape.[9]During the trial, private respondent testified that she and her husband acquired the various portions of Lot No. 2319 belonging to Fortunatos co-owners. Thereafter, her husband caused the annotation of an adverse claim on the certificate of title of Lot No. 2319.[10]The annotation states:Entry No. 123539 Adverse claim filed by Braulio Lumayno. Notice of adverse claim filed by Braulio Lumayno affecting the lot described in this title to the extent of 77511.93 square meters, more or less, the aggregate area of shares sold to him on the basis of (alleged) sales in his possession. Doc. No. 157, Page No. 33, Book No. XI, Series of 1967 of Alexander Cawit of Escalante, Neg. Occ. Date of instrument. June 22, 1967 at 8:30 a.m. (SGD) FEDENCIORRAZ, Actg. Register of Deeds.[11]In addition, private respondent claimed that after the acquisition of those shares, she and her husband had the whole Lot No. 2319 surveyed by a certain Oscar Mascada who came up with a technical description of said piece of land.[12]Significantly, private respondent alleged that Fortunato was present when the survey was conducted.[13]Also presented as evidence for private respondent were pictures taken of some parts of Lot No. 2319 purportedly showing the land belonging to Fortunato being bounded by a row of banana plants thereby separating it from the rest of Lot No. 2319.[14]As regards the circumstances surrounding the sale of Fortunatos portion of the land, private respondent testified that Fortunato went to her store at the time when their lease contract was about to expire. He allegedly demanded the rental payment for his land but as she was no longer interested in renewing their lease agreement, they agreed instead to enter into a contract of sale which Fortunato acceded to provided private respondent bought his portion of Lot No. 2319 for P5,000.00. Thereafter, she asked her son-in-law Flores to prepare the aforementioned receipt. Flores read the document to Fortunato and asked the latter whether he had any objection thereto. Fortunato then went on to affix his signature on the receipt.For her part, petitioner insisted that the entire Lot No. 2319 had not yet been formally subdivided;[15]that on 11 April 1971 she and her husband went to private respondents house to collect past rentals for their land then leased by the former, however, they managed to collect only thirty pesos;[16]that private respondent made her (petitioners) husband sign a receipt acknowledging the receipt of said amount of money;[17]and that the contents of said receipt were never explained to them.[18]She also stated in her testimony that her husband was an illiterate and only learned how to write his name in order to be employed in a sugar central.[19]As for private respondents purchase of the shares owned by Fortunatos co-owners, petitioner maintained that neither she nor her husband received any notice regarding those sales transactions.[20]The testimony of petitioner was later on corroborated by her daughter-in-law, Marietta Ape Dino.[21]After due trial, the court a quo rendered a decision[22]dismissing both the complaint and the counterclaim. The trial court likewise ordered that deeds or documents representing the sales of the shares previously owned by Fortunatos co-owners be registered and annotated on the existing certificate of title of Lot No. 2319. According to the trial court, private respondent failed to prove that she had actually paid the purchase price of P5,000.00 to Fortunato and petitioner. Applying, therefore, the provision of Article 1350 of the Civil Code,[23]the trial court concluded that private respondent did not have the right to demand the delivery to her of the registrable deed of sale over Fortunatos portion of the Lot No. 2319.The trial court also rejected Fortunato and petitioners claim that they had the right of redemption over the shares previously sold to private respondent and the latters husband, reasoning as follows:Defendants in their counterclaim invoke their right of legal redemption under Article 1623 of the New Civil Code in view of the alleged sale of the undivided portions of the lot in question by their co-heirs and co-owners as claimed by the plaintiffs in their complaint. They have been informed by the plaintiff about said sales upon the filing of the complaint in the instant case as far back as March 14, 1973. Defendant themselves presented as their very own exhibits copies of the respective deeds of sale or conveyance by their said co-heirs and co-owners in favor of the plaintiffs or their predecessors-in-interest way back on January 2, 1992 when they formally offered their exhibits in the instant case; meaning, they themselves acquired possession of said documentary exhibits even before they formally offered them in evidence. Under Art. 1623 of the New Civil Code, defendants have only THIRTY (30) DAYS counted from their actual knowledge of the exact terms and conditions of the deeds of sale or conveyance of their co-heirs and co-owners share within which to exercise their right of legal redemption.[24]Within the reglementary period, both parties filed their respective notices of appeal before the trial court with petitioner and her children taking exception to the finding of the trial court that the period within which they could invoke their right of redemption had already lapsed.[25]For her part, private respondent raised as errors the trial courts ruling that there was no contract of sale between herself and Fortunato and the dismissal of their complaint for specific performance.[26]The Court of Appeals, in the decision now assailed before us, reversed and set aside the trial courts dismissal of the private respondents complaint but upheld the portion of the courta quosdecision ordering the dismissal of petitioner and her childrens counterclaim. The dispositive portion of the appellate courts decision reads:WHEREFORE, the decision dated March 11, 1994, is hereby REVERSED and SET ASIDE insofar as the dismissal of plaintiffs-appellants complaint is concerned, and another one is entered ordering the defendant-appellant Fortunato Ape and/or his wife Perpetua de Ape and successors-in-interest to execute in favor of plaintiff-appellant Generosa Cawit de Lumayno a Deed of Absolute Sale involving the one-eleventh (1/11) share or participation of Fortunato Ape in Lot No. 2319, Escalante Cadastre, containing an area of 12,527.19 square meters, more or less, within (30) days from finality of this decision, and in case of non-compliance with this Order, that the Clerk of Court of said court is ordered to execute the deed on behalf of the vendor. The decision is AFFIRMED insofar as the dismissal of defendants-appellants counterclaim is concerned.Without pronouncement as to costs.[27]The Court of Appeals upheld private respondents position that Exhibit G had all the earmarks of a valid contract of sale, thus:Exhibit G is the best proof that the P5,000.00 representing the purchase price of the 1/11thshare of Fortunato Ape was not paid by the vendee on April 11, 1971, and/or up to the present, but that does not affect the binding force and effect of the document. The vendee having paid the vendor an advance payment of the agreed purchase price of the property, what the vendor can exact from the vendee is full payment upon his execution of the final deed of sale. As is shown, the vendee precisely instituted this action to compel the vendor Fortunato Ape to execute the final document, after she was informed that he would execute the same upon arrival of his daughter Bala from Mindanao, but afterwards failed to live up to his contractual obligation (TSN, pp. 11-13, June 10, 1992).It is not right for the trial court to expect plaintiff-appellant to pay the balance of the purchase price before the final deed is executed, or for her to deposit the equivalent amount in court in the form of consignation. Consignation comes into fore in the case of acreditorto whomtenderofpaymenthas been made and refuses without just cause to accept it (Arts. 1256 and 1252, N.C.C.; Querino vs. Pelarca, 29 SCRA 1). As vendee, plaintiff-appellant Generosa Cawit de Lumayno does not fall within the purview of a debtor.We, therefore, find and so hold that the trial court should have found that exhibit G bears all the earmarks of a private deed of sale which is valid, binding and enforceable between the parties, and that as a consequence of the failure and refusal on the part of the vendor Fortunato Ape to live up to his contractual obligation, he and/or his heirs and successors-in-interest can be compelled to execute in favor of, and to deliver to the vendee, plaintiff-appellant Generosa Cawit de Lumayno a registerable deed of absolute sale involving his one-eleventh (1/11th) share or participation in Lot No. 2319, Escalante Cadastre, containing an area of 12,527.19 square meters, more or less, within 30 days from finality of this decision, and, in case of non-compliance within said period, this Court appoints the Clerk of Court of the trial court to execute on behalf of the vendor the said document.[28]The Court of Appeals, however, affirmed the trial courts ruling on the issue of petitioner and her childrens right of redemption. It ruled that Fortunatos receipt of the Second Owners Duplicate of OCT (RP) 1379 (RP-154 ([300]), containing the adverse claim of private respondent and her husband, constituted a sufficient compliance with the written notice requirement of Article 1623 of the Civil Code and the period of redemption under this provision had long lapsed.Aggrieved by the decision of the appellate court, petitioner is now before us raising, essentially, the following issues: whether Fortunato was furnished with a written notice of sale of the shares of his co-owners as required by Article 1623 of the Civil Code; and whether the receipt signed by Fortunato proves the existence of a contract of sale between him and private respondent.In her memorandum, petitioner claimed that the Court of Appeals erred in sustaining the court a quos pronouncement that she could no longer redeem the portion of Lot No. 2319 already acquired by private respondent for no written notice of said sales was furnished them. According to her, the Court of Appeals unduly expanded the scope of the law by equating Fortunatos receipt of Second Owners Duplicate of OCT (RP) 1379 (RP-154 ([300]) with the written notice requirement of Article 1623. In addition, she argued that Exhibit G could not possibly be a contract of sale of Fortunatos share in Lot No. 2319 as said document does not contain (a) definite agreement on the manner of payment of the price.[29]Even assuming that Exhibit G is, indeed, a contract of sale between private respondent and Fortunato, the latter did not have the obligation to deliver to private respondent a registrable deed of sale in view of private respondents own failure to pay the full purchase price of Fortunatos portion of Lot No. 2319. Petitioner is also of the view that, at most, Exhibit G merely contained a unilateral promise to sell which private respondent could not enforce in the absence of a consideration distinct from the purchase price of the land. Further, petitioner reiterated her claim that due to the illiteracy of her husband, it was incumbent upon private respondent to show that the contents of Exhibit G were fully explained to him. Finally, petitioner pointed out that the Court of Appeals erred when it took into consideration the same exhibit despite the fact that only its photocopy was presented before the court.On the other hand, private respondent argued that the annotation on the second owners certificate over Lot No. 2319 constituted constructive notice to the whole world of private respondents claim over the majority of said parcel of land. Relying on our decision in the case ofCabrera v. Villanueva,[30]private respondent insisted that when Fortunato received a copy of the second owners certificate, he became fully aware of the contracts of sale entered into between his co-owners on one hand and private respondent and her deceased husband on the other.Private respondent also averred that although (Lot No. 2319) was not actually partitioned in a survey after the death of Cleopas Ape, the land was partitioned in ahantal-hantalmanner by the heirs. Each took and possessed specific portion or premises as his/her share in land, farmed their respective portion or premises, and improved them, each heir limiting his/her improvement within the portion or premises which were his/her respective share.[31]Thus, when private respondent and her husband purchased the other parts of Lot No. 2319, it was no longer undivided as petitioner claims.The petition is partly meritorious.Article 1623 of the Civil Code provides:The right of legal pre-emption or redemption shall not be exercised except within thirty days from the notice in writing by the prospective vendor, or by the vendor, as the case may be. The deed of sale shall not be recorded in the Registry of Property, unless accompanied by an affidavit of the vendor that he has given written notice thereof to all possible redemptioners.Despite the plain language of the law, this Court has, over the years, been tasked to interpret the written notice requirement of the above-quoted provision. In the caseButte v. Manuel Uy & Sons, Inc.,[32]we declared thatIn considering whether or not the offer to redeem was timely, we think that the notice given by the vendee (buyer) should not be taken into account. The text of Article 1623 clearly and expressly prescribes that the thirty days for making the redemption are to be counted from notice in writing by the vendor. Under the old law (Civ. Code of 1889, Art. 1524), it was immaterial who gave the notice; so long as the redeeming co-owner learned of the alienation in favor of the stranger, the redemption period began to run. It is thus apparent that the Philippine legislature in Article 1623 deliberately selected a particular method of giving notice, and that method must be deemed exclusive. (39 Am. Jur., 237; Payne vs. State, 12 S.W. 2(d) 528). As ruled in Wampler vs. Lecompte, 150 Atl. 458 (affd. in 75 Law Ed. [U.S.] 275)why these provisions were inserted in the statute we are not informed, but we may assume until the contrary is shown, that a state of facts in respect thereto existed, which warranted the legislature in so legislating.The reasons for requiring that the notice should be given by the seller, and not by the buyer, are easily divined. The seller of an undivided interest is in the best position to know who are his co-owners that under the law must be notified of the sale. Also, the notice by the seller removes all doubts as to fact of the sale, its perfection; and its validity, the notice being a reaffirmation thereof, so that the party notified need not entertain doubt that the seller may still contest the alienation. This assurance would not exist if the notice should be given by the buyer.[33]The interpretation was somehow modified in the case ofDe Conejero, et al. v. Court of Appeals, et al.[34]wherein it was pointed out that Article 1623 does not prescribe a particular form of notice, nor any distinctive method for notifying the redemptioner thus, as long as the redemptioner was notified in writing of the sale and the particulars thereof, the redemption period starts to run. This view was reiterated inEtcuban v. The Honorable Court of Appeals, et al.,[35]Cabrera v. Villanueva,[36]Garcia, et al. v. Calaliman, et al.,[37]Distrito, et al. v. The Honorable Court of Appeals, et al.,[38]and Mariano, et al. v. Hon. Court of Appeals, et al.[39]However, in the case ofSalatandol v. Retes,[40]wherein the plaintiffs were not furnished any written notice of sale or a copy thereof by the vendor, this Court again referred to the principle enunciated in the case of Butte. As observed by Justice Vicente Mendoza, such reversion is only sound, thus:Art. 1623 of the Civil Code is clear in requiring that the written notification should come from the vendor or prospective vendor, not from any other person. There is, therefore, no room for construction. Indeed, the principal difference between Art. 1524 of the former Civil Code and Art. 1623 of the present one is that the former did not specify who must give the notice, whereas the present one expressly says the notice must be given by the vendor. Effect must be given to this change in statutory language.[41]In this case, the records are bereft of any indication that Fortunato was given any written notice of prospective or consummated sale of the portions of Lot No. 2319 by the vendors or would-be vendors. The thirty (30)-day redemption period under the law, therefore, has not commenced to run.Despite this, however, we still rule that petitioner could no longer invoke her right to redeem from private respondent for the exercise of this right presupposes the existence of a co-ownership at the time the conveyance is made by a co-owner and when it is demanded by the other co-owner or co-owners.[42]The regime of co-ownership exists when ownership of an undivided thing or right belongs to different persons.[43]By the nature of a co-ownership, a co-owner cannot point to specific portion of the property owned in common as his own because his share therein remains intangible.[44]As legal redemption is intended to minimize co-ownership,[45]once the property is subdivided and distributed among the co-owners, the community ceases to exist and there is no more reason to sustain any right of legal redemption.[46]In this case, records reveal that although Lot No. 2319 has not yet been formally subdivided, still, the particular portions belonging to the heirs of Cleopas Ape had already been ascertained and they in fact took possession of their respective parts. This can be deduced from the testimony of petitioner herself, thus:Q When the plaintiffs leased the share of your husband, were there any metes and bounds?A It was not formally subdivided. We have only a definite portion. (hantal-hantal)Q Thishantal-hantalof your husband, was it also separate and distinct from thehantal-hantalor the share of the brothers and sisters of your husband?A Well, this property in question is a common property.Q To the north, whose share was that which is adjacent to your husbands assumed partition?A I do not know what [does] this north [mean].COURT(To Witness)Q To the place from where the sun rises, whose share was that?A The shares of Cornelia, Loreta, Encarnacion and Adela.Q How could you determine their own shares?A They were residing in their respective assumed portions.Q How about determining their respective boundaries?A It could be determined by stakes and partly a row of banana plantations planted by my son-in-law.Q Who is this son-in-law you mentioned?A Narciso Ape.ATTY. CAWIT(Continuing)Q You said that there were stakes t