G.R. No. 118248. April 5, 2000 DKC HOLDINGS CORPORATION V. CA FACTS:
The subject of the controversy is a 14,021 square meter parcel of land located in Valenzuela, which was oriinally owned by private respondent Victor !" #artolome$s deceased mother, %ncarnacion #artolome, under T&T 'o" #()*+1 of the -eister of .eeds of /etro /anila, .istrict " This lot was in front of one of the tetile plants of of petitioner and, as such, was seen by the latter latter as a potential warehouse site" site" n /arch 1+, 13, petitioner entered into a &ontract of 5ease with ption to #uy with %ncarnacion #artolome, whereby petitioner was iven the option to lease or lease with purchase the subject land, which option must be eercised within a period of two years counted from the sinin of the &ontract" n turn, petitioner undertoo6 to pay 7),000 a month as consideration for the reservation of its option" 8ithin the two(year period, petitioner shall serve formal written notice upon the lessor %ncarnacion #artolome of its desire to eercise its option" The contract also provided that in case petitioner chose to lease the property, it may ta6e actual possession of the premises" n such an event, the lease shall be for a period of si years, renewable for another si years, and the monthly rental fee shall be 71,000 for the first si years and 71,000 for the net si years, in case of renewal" 7etitioner reularly paid the monthly 7),000 provided for by the &ontract to %ncarnacion until her death in 9anuary 1330" Thereafter, petitioner coursed its payment to private respondent Victor #artolome, bein the sole heir heir of %ncarnacion" %ncarnacion" Victor, however, however, refused to to accept these these payments" /eanwhile, on 9anuary 10, 1330, Vi!or "#"$!"% &' A((i%&)i! o( S"l(*A%+$%i&!io' o)"r &ll !" prop"r!i"- o( '&r'&io', i'l$%i'/ !" -$+"! lo!" :ccordinly, respondent -eister of .eeds cancelled T&T 'o" #()*+1 and issued Transfer &ertificate of Title 'o" V(14243 in the name of Victor #artolome" n /arch 14, 1330, petitioner petitioner served upon Victor, via reistere reistered d mail, mail, notice notice that it was eercisin eercisin its option option to lease the property, property, tenderin tenderin the amount of 71,000 71,000 as rent for the month month of /arch" /arch" A/&i', Vi!or r"($-"% !o &"p! !" !"'%"r"% r"'!&l ("" &'% !o -$rr"'%"r po--"--io' o( !" prop"r! !o p"!i!io'"r" n :pril :pril 2), 2), 1330, 1330, petit petitioner ioner filed a complain complaintt for specific specific perfor performance mance and damae damaess aainst Victor and the -eister of .eeds" .eeds" 7etitioner prayed prayed for the surrender and delivery delivery of possession of the subject land in accordance with the &ontract terms; the surrender of title for reistration and annotation thereon thereon of the &ontract" -T& dismissed the complaint" complaint" <' the &ontract of 5ease with ption to #uy entered into by the late %ncarnacion #artolome with petitioner was terminated upon her death and does not bind her sole heir, Victor, even after her demise ?%5.= 'o, under both :rticle 1)11 1)11 of the &ivil &ode and jurisprudence, jurisprudence, the leal heir, Victor, Victor, is bound by the subject &ontract &ontract of 5ease with ption ption to #uy eecuted by his predecessor(in(interes predecessor(in(interest, t, %ncarnacion" t is futile for Victor to insist that he is not a party to the contract because of the clear provision of :rticle 1)11 of the &ivil &ode" ndeed, bein an heir of %ncarnacion, there is privity of interest between him and his deceased mother" H" o'l -$""%- !o &! ri/!- i- 3o!"r &% &'% &! i- )&li% &'% i'%i'/ &/&i'-! "r i- &l-o )&li% &'% i'%i'/ &- &/&i'-! i3 " T" /"'"r&l r$l" i- !&! "ir- &r" o$'% o'!r&!- "'!"r"% i'!o !"ir pr"%""--or-*i'*i'!"r"-! ecept when the rihts and obliations arisin therefrom are not transmissible by @1A their nature, @2A stipulation or @)A provision of law"
The nature of intransmissible rihts as eplained by :rturo Tolentino, an eminent civilist, is as follows= B:mon contracts which are intransmissible are those which are purely personal, either by provision of law, such as in cases of partnerships and aency, or by the very nature of the obliations arisin therefrom, such as those requirin special personal qualifications of the oblior" t may also be stated that contracts for the payment of money debts are not transmitted to the heirs of a party, but constitute a chare aainst his estate" Thus, where the client in a contract for professional services of a lawyer died, leavin minor heirs, and the lawyer, instead of presentin his claim for professional services under the contract to the probate court, substituted the minors as parties for his client, it was held that the contract could not be enforced aainst the minors; the lawyer was limited to a recovery on the basis of quantum meruit "B t has also been held that a ood measure for determinin whether a contract terminates upon the death of one of the parties is whether it is of such a character that it may be performed by the promissor$s personal representative" &ontracts to perform personal acts which cannot be as well performed by others are dischared by the death of the promissor" Co')"r-"l, "r" !" -"r)i" or &! i- o( -$ & &r&!"r !&! i! 3& &- "ll " p"r(or3"% &'o!"r, or "r" !" o'!r&!, i!- !"r3-, -o- !&! p"r(or3&'" o!"r- &- o'!"3pl&!"%, %"&! %o"- 'o! !"r3i'&!" !" o'!r&! or "#$-" 'o'p"r(or3&'"" n the case at bar, there is no personal act required from the late %ncarnacion #artolome" -ather, the obliation of %ncarnacion in the contract to deliver possession of the subject property to petitioner upon the eercise by the latter of its option to lease the same may very well be performed by her heir Victor" A- "&rl &- 10, i! &- "l% !&! 67H" o o'!r&!- %o"- -o (or i3-"l( &'% i- "ir- "B n 132, it was ruled that if the predecessor was duty(bound to reconvey land to another, and at his death the reconveyance had not been made, the heirs can be compelled to eecute the proper deed for reconveyance" This was rounded upon the principle that heirs cannot escape the leal consequence of a transaction entered into by their predecessor(in(interest because they have inherited the property subject to the liability affectin their common ancestor"
n the case at bar, the subject matter of the contract is li6ewise a lease, which is a property riht" T" %"&! o( & p&r! %o"- 'o! "#$-" 'o'p"r(or3&'" o( & o'!r&! i i')ol)"- & prop"r! ri/!, &'% !" ri/!- &'% oli/&!io'- !"r"$'%"r p&-- !o !" p"r-o'&l r"pr"-"'!&!i)"- o( !" %""&-"%"
