SALES Ca#e !i*e#t (Att+. (Att+. Sarona Co%,ile- &+: i*%ore /0i*%orefore"er PART I: CONCEPT OF SALE 1. BASIC CONCEPTS 1. Contract of Sale (Article 1458 TEO!ORO ACAP "#. CA $.R. No. 118114. !ece%&er ' 1))5. Padilla, J. Doctrine: Ownership and real rights are acquired only pursuant to a legal mode or process. While title is the juridical justification, mode is the actual process of acquisition or transfer of ownership over a thing in question. !"#$: #eodoro !cap has %een a tenant of a portion of land of &ot 'o. (()* +inigaran "adastre since (-*. $aid lot was formerly owned %y $pouses asque/ and &oren/a Oruma, which upon their death was inherited inherited %y eli0%erto. eli0%erto. 1n (23, eli0%erto eli0%erto sold the lot to "osme Pido. !cap remained to %e a registered tenant of the said land and religiously paid his leasehold rentals to Pido and thereafter, upon his death, to his widow &aurenciana. On (4(, (4(, Pido5s Pido5s wife and childr children en e0ecut e0ecuted ed a notari notari/ed /ed documen documentt denominated 6Declaration of +eirship and Waiver of 7ights8 of the land in favor 9dy delos 7eyes. 7eyes. Delos Delos 7eyes 7eyes allege alleged d that that he and !cap !cap entered into an oral lease agreement where%y !cap undertoo to pay him (* cavans of rice per year as lease rental. rom (4) onwards !cap refused to pay further lease rentals. 1n defense, !cap denied having entered in an oral lease agreement with delos 7eyes and that he did not recogni/e his ownership over the land. !s a matter of fact he alleged that he continued to pay &aurenciana, Pido5s wife. Delos 7eyes filed a suit of recovery of possession against !cap and for the payment of rentals accruing to him as owner of the said lot. #rial court rendered decision in favor of delos 7eyes ruling that there was a perfected sale %etween heirs of Pido and delos 7eyes over the said lot and ordered !cap to deliver possession of the same to delos 7eyes. ;pon appeal, "! affirmed the lower court5s decision. +ence, this petition. 1$$;9: 1$$;9: Whether Whether delos delos 7eyes 7eyes acquir acquired ed ownersh ownership ip over over the lot in question. +9&D: 'O. #he "ourt noted that an asserted right or claim to ownership or a real right over a thing arising from a juridical act, however justified, is not per se sufficient to give rise to ownership over the res. #hat right or title must %e completed %y fulfilling certain conditions imposed %y law. +ence, ownership and real rights are acquired only pursuant to a legal mode or process. While title is the juridical justification, mode is the actual process of acquisition or transfer of ownership over a thing in question. ;nder !rticle 2(< of the "ivil "ode, modes of acquisition may either %e original or derivative. Original modes of acquisition include occupa occupatio tion, n, acquis acquisiti itive ve prescr prescript iption ion,, law or intell intellect ectual ual creatio creation. n. Derivative modes of acquisition on the other hand include succession mortis causa and tradition as a result of certain contracts such as sale, %arter, %arter, donation, assignment assignment or mutuum. mutuum. 1n the instant instant case, the "ourt determined whether delos 7eyes acquired ownership over the lot in question through any of the modes mentioned. 1t was ruled that he had not acquired
ownership %y virtue of sale, as opposed to the ruling of %oth 7#" and "!. #he e0ecution of the heirs of Pido the Declaration of +eirship and Waiv Waiver er of 7igh 7ights ts was was held held to %e not not tanta tantamo moun untt to sale sale.. $uch $uch declaration is only one where%y heirs adjudicate and divide the estate left %y the decedent among themselves as they see fit. #he "ourt further noted that waiver of hereditary rights is different from sale of hereditary rights. $ale of hereditary rights presupposes an e0istence of a cont contra ract ct of sale sale wher wherea eas s waiv waiver er of here heredi dita tary ry righ rights ts is an a%dica a%dicatio tion n or intent intention ional al relinq relinquis uishme hment nt of a nown nown right right with with a nowledge of its e0istence and intention to relinquish it in favor of other persons who are co=heirs in the succession. !s delos 7eyes is a stran strange gerr to the the succ succes essi sion on of "osme "osme Pido Pido,, he cann cannot ot clai claim m ownership over the lot on the sole %asis of the document e0ecuted. +ence, +ence, private private respondent respondent delos 7eyes 7eyes had not acquired acquired ownership over &ot (()* and consequently had no right to e0act lease rentals from petitioner !cap.
To+ota Sa0 Inc. "#. Co2rt of A,,eal# an- So#a 344 SCRA 3 6a+ 1))5 !"#$: &una &. $osa and his son, >il%ert, went to purchase a yellow #oyota #oyota &ite !ce from the #oyota #oyota office at $haw ?oulevard, ?oulevard, Pasig @petitioner @petitioner #oyot #oyotaA aA on June (B, (4 where they met Popong ?ernardo who was a sales representative of said %ranch. $osa emphasi/ed that he needed the car not later than June (2, (4 %ecause he, his family, and a %ali%ayan guest would %e using it on June (4 to go home to Carinduque where he will cele%rate his %irthday on June (. ?ernardo assured $osa that a unit would %e ready for pic up on June (2 at (*:** in the morning, and signed the !greements ?etween Cr. $osa E Popong ?ernardo of #oyota #oyota $haw, 1nc.,8 a document which did not mention anything a%out the full purchase price and the manner the installments were to %e paid. $osa and >il%ert delivered the down payment of P(**,***.** on June (3, (4 and ?ernardo accomplished a printed ehicle $ales Proposal @$PA 'o. <4 which showed $osa5s full name and home address, that payment is %y installment, to %e financed %y ?.!., and that the ?!&!'"9 #O ?9 1'!'"9D is P<2B,()2.**, %ut the spaces provided for Delivery #erms #erms were not filled=up. When June (2 came, however, petitioner #oyota did not deliver the &ite !ce. +ence, $osa ased that that his down payment payment %e refunded refunded and petitioner #oyot #oyota a issued also on June (2 a ar 9ast ?an chec for the full amount of P(**,***.**, the receipt of which was shown %y a chec voucher of #oyota, which $osa signed with the reservation, without prejudice to our future claims for damages. Petitioner #oyota #oyota contended that the ?.!. inance disapproved $osa5s the credit f inancing application and further alleged that a particular unit had already %een reserved and earmared for $osa %ut could not %e released due to the uncertainty of payment of the %alance of the purchase price. #oyota #oyota then gave $osa the option to purchase the unit %y paying the full purchase price in cash %ut $osa refused. #he trial court found that there was a valid perfected contract of sale %etween $osa and #oyota #oyota which %ound the latter to deliver the vehicle and that #oyota #oyota acted in %ad faith in selling to another the unit already reserved for $osa, and the "ourt of !ppeals
CO6PILE! B7: I$6ORE /I$6OREFOREER
1
SALES Ca#e !i*e#t (Att+. Sarona Co%,ile- &+: i*%ore /0i*%orefore"er affirmed the said decision.
'D" to sell the leased property in its favor.
1$$;9:
1ssue: (. Whether or not there is a valid sale %etween 'D" and P;P.
Was there a perfected contract of sale %etween respondent $osa and petitioner #oyotaF "O;7# 7;&1'>: #he $upreme "ourt granted #oyota5s #oyota5s petition and dismissed $osa5s complaint for damages %ecause the document entitled 6!greements ?etween Cr. $osa E Popong ?ernardo of #oyota #oyota $haw, 1nc.,8 was not a perfected contract of sale, %ut merely an agreement %etween Cr. $osa and ?ernardo as private individuals and not %etween Cr. $osa and #oyota as parties to a contract. #here was no indication in the said document of any o%ligation on the part of #oyota to transfer ownership of a determinate thing to $osa and neither was there a correlative o%ligation on the part of the latter to pay therefor a price certain. #he provision on the downpayment of P(**,***.** made no specific reference to a sale of a vehicle. 1f it was intended for a contract of sale, it could only refer to a sale on installment %asis, as $P 'o.<4 e0ecuted on June (3, (4 confirmed. #he $P also created no demanda%le right in favor of $osa for the delivery of the vehicle to him, and its non=delivery did not cause any legally indemnifia%le injury.
Pol+tecnic Pol+tecnic 9ni"er#it+ of te Pili,,ine# "# Co2rt of A,,eal# an- Fire#tone Cera%ic# National !e"elo,%ent Cor,oration "# Fire#tone Cera%ic# Inc. $R No. 1451 an- 145). No"e%&er 14 31; ?ellosilo, J.: acts: Petitioner Petitioner 'ational Development Development "orp., a government government owned owned and controlled controlled corporation, corporation, had in its disposal a (* hectares property. $ometime in Cay (-3, private respondent irestone "orporation manifested its desire to lease a portion of it for cerami ceramic c manufa manufactu cturin ring g %usine %usiness. ss. On !ugus !ugustt
overnment. #he order of conveyance would automatically result in the cancel cancellat lation ion of 'D"Gs 'D"Gs total total o%liga o%ligatio tion n in favor favor of the 'ational >overnment. irestone instituted an action for specific performance to compel
7uling ! contract of sale, as defined in the "ivil "ode, is a contract wher where e one one of the the part partie ies s o%li o%liga gates tes himse himself lf to tran transf sfer er the the ownership of and to deliver a determinate thing to the other or others who shall pay therefore a sum certain in money or its equivalent. 1t is therefore a general requisite for the e0istence of a valid valid and enforcea enforcea%le %le contract contract of sale sale that that it %e mutuall mutually y o%ligatory, i.e., there should %e a concurrence of the promise of the vendor to sell a determinate thing and the promise of the vendee to receive and pay for the property so delivered and transferred. #he "ivil "ode provision is, in effect, a catch=all provision which effectively %rings within its grasp a whole gamut of trans transfer fers s wher where%y e%y owne owners rshi hip p of a thin thing g is cede ceded d for a consideration. !ll three @)A essential elements of a valid sale, without which there can %e no sale, were attendant in the disposition and transfer of the property from 'D" to P;P = consent of the parties, determinate su%ject m atter, and consideration therefor. "onsent to the sale is o%vious from the prefatory clauses of Cemor Cemoran andu dum m Orde Orderr 'o. 'o. <(B <(B whic which h e0pl e0plic icitl itly y state states s the the acqu acquie iesce scence nce of the part partie ies s to the the sale sale of the the prop proper erty ty.. urthermore, the cancellation of 'D"Gs lia%ilities in favor of the 'ational >overnment constituted the consideration for the sale.
6anila 6etal Container Cor,oration "# Pili,,ine National Ban< $R No. 1==8=3 !ece%&er 3 3=; "allejo, $r., J.: acts: Petitioner was the owner of 4,*(3 square meters of parcel of land located in Candaluyong "ity, Cetro Canila. #o secure a P**,***.** P**,***.** loan it had o%tained o%tained from respondent respondent Philippine Philippine 'ational ?an, petitioner e0ecuted a real estate mortgage over the lot. 7espondent P'? later granted petitioner a new credit accommodation. On !ugust 3, (4<, respondent P'? filed a petition for e0trajudicial foreclosure of the real estate mortgage and sought to have the property sold at pu%lic auction. !fter due notice and pu%lication, pu%lication, the property property was sold at pu%lic pu%lic action wher where e resp respon onde dent nt P'? P'? was was decl declar ared ed the the winn winnin ing g %idd %idder er.. Petitioner sent a letter to P'?, requesting it to %e granted an e0tension of time to redeemHrepurchase the property. $ome P'? personnel informed that as a matter of policy, the %an does not accept 6partial redemption8. $ince petitioner failed to redeem the property, the 7egister of Deeds cancelled #"# 'o. )<*4 and issued a new title in favor of P'?. Ceanwhile, the $pecial !sset Canagement Department @$!CDA @$!CDA had prepar prepared ed a statemen statementt of account account of petiti petitione oner5s r5s o%liga o%ligatio tion. n. 1t also also recomme recommende nded d the manage management ment of P'? to allow petitioner petitioner to repurchase repurchase the property property for P(,32B,3-*.o P(,32B,3-*.oo. o. P'? rejected the offer and recommendation of $!CD. 1t instead suggested to to petitioner to to purchase the property for for P<,P<,--* -*,* ,*** **.* .**, *, in its its min miniimum mum mar maret et valu value. e. Peti Petiti tion oner er declared that it had already agreed to $!CD5s offer to purchase for P(,32B,3-*.B2 and deposited a P2<3,***.**. CO6PILE! B7: I$6ORE /I$6OREFOREER 3
SALES Ca#e !i*e#t (Att+. Sarona Co%,ile- &+: i*%ore /0i*%orefore"er affirmed the said decision.
'D" to sell the leased property in its favor.
1$$;9:
1ssue: (. Whether or not there is a valid sale %etween 'D" and P;P.
Was there a perfected contract of sale %etween respondent $osa and petitioner #oyotaF "O;7# 7;&1'>: #he $upreme "ourt granted #oyota5s #oyota5s petition and dismissed $osa5s complaint for damages %ecause the document entitled 6!greements ?etween Cr. $osa E Popong ?ernardo of #oyota #oyota $haw, 1nc.,8 was not a perfected contract of sale, %ut merely an agreement %etween Cr. $osa and ?ernardo as private individuals and not %etween Cr. $osa and #oyota as parties to a contract. #here was no indication in the said document of any o%ligation on the part of #oyota to transfer ownership of a determinate thing to $osa and neither was there a correlative o%ligation on the part of the latter to pay therefor a price certain. #he provision on the downpayment of P(**,***.** made no specific reference to a sale of a vehicle. 1f it was intended for a contract of sale, it could only refer to a sale on installment %asis, as $P 'o.<4 e0ecuted on June (3, (4 confirmed. #he $P also created no demanda%le right in favor of $osa for the delivery of the vehicle to him, and its non=delivery did not cause any legally indemnifia%le injury.
Pol+tecnic Pol+tecnic 9ni"er#it+ of te Pili,,ine# "# Co2rt of A,,eal# an- Fire#tone Cera%ic# National !e"elo,%ent Cor,oration "# Fire#tone Cera%ic# Inc. $R No. 1451 an- 145). No"e%&er 14 31; ?ellosilo, J.: acts: Petitioner Petitioner 'ational Development Development "orp., a government government owned owned and controlled controlled corporation, corporation, had in its disposal a (* hectares property. $ometime in Cay (-3, private respondent irestone "orporation manifested its desire to lease a portion of it for cerami ceramic c manufa manufactu cturin ring g %usine %usiness. ss. On !ugus !ugustt overnment. #he order of conveyance would automatically result in the cancel cancellat lation ion of 'D"Gs 'D"Gs total total o%liga o%ligatio tion n in favor favor of the 'ational >overnment. irestone instituted an action for specific performance to compel
7uling ! contract of sale, as defined in the "ivil "ode, is a contract wher where e one one of the the part partie ies s o%li o%liga gates tes himse himself lf to tran transf sfer er the the ownership of and to deliver a determinate thing to the other or others who shall pay therefore a sum certain in money or its equivalent. 1t is therefore a general requisite for the e0istence of a valid valid and enforcea enforcea%le %le contract contract of sale sale that that it %e mutuall mutually y o%ligatory, i.e., there should %e a concurrence of the promise of the vendor to sell a determinate thing and the promise of the vendee to receive and pay for the property so delivered and transferred. #he "ivil "ode provision is, in effect, a catch=all provision which effectively %rings within its grasp a whole gamut of trans transfer fers s wher where%y e%y owne owners rshi hip p of a thin thing g is cede ceded d for a consideration. !ll three @)A essential elements of a valid sale, without which there can %e no sale, were attendant in the disposition and transfer of the property from 'D" to P;P = consent of the parties, determinate su%ject m atter, and consideration therefor. "onsent to the sale is o%vious from the prefatory clauses of Cemor Cemoran andu dum m Orde Orderr 'o. 'o. <(B <(B whic which h e0pl e0plic icitl itly y state states s the the acqu acquie iesce scence nce of the part partie ies s to the the sale sale of the the prop proper erty ty.. urthermore, the cancellation of 'D"Gs lia%ilities in favor of the 'ational >overnment constituted the consideration for the sale.
6anila 6etal Container Cor,oration "# Pili,,ine National Ban< $R No. 1==8=3 !ece%&er 3 3=; "allejo, $r., J.: acts: Petitioner was the owner of 4,*(3 square meters of parcel of land located in Candaluyong "ity, Cetro Canila. #o secure a P**,***.** P**,***.** loan it had o%tained o%tained from respondent respondent Philippine Philippine 'ational ?an, petitioner e0ecuted a real estate mortgage over the lot. 7espondent P'? later granted petitioner a new credit accommodation. On !ugust 3, (4<, respondent P'? filed a petition for e0trajudicial foreclosure of the real estate mortgage and sought to have the property sold at pu%lic auction. !fter due notice and pu%lication, pu%lication, the property property was sold at pu%lic pu%lic action wher where e resp respon onde dent nt P'? P'? was was decl declar ared ed the the winn winnin ing g %idd %idder er.. Petitioner sent a letter to P'?, requesting it to %e granted an e0tension of time to redeemHrepurchase the property. $ome P'? personnel informed that as a matter of policy, the %an does not accept 6partial redemption8. $ince petitioner failed to redeem the property, the 7egister of Deeds cancelled #"# 'o. )<*4 and issued a new title in favor of P'?. Ceanwhile, the $pecial !sset Canagement Department @$!CDA @$!CDA had prepar prepared ed a statemen statementt of account account of petiti petitione oner5s r5s o%liga o%ligatio tion. n. 1t also also recomme recommende nded d the manage management ment of P'? to allow petitioner petitioner to repurchase repurchase the property property for P(,32B,3-*.o P(,32B,3-*.oo. o. P'? rejected the offer and recommendation of $!CD. 1t instead suggested to to petitioner to to purchase the property for for P<,P<,--* -*,* ,*** **.* .**, *, in its its min miniimum mum mar maret et valu value. e. Peti Petiti tion oner er declared that it had already agreed to $!CD5s offer to purchase for P(,32B,3-*.B2 and deposited a P2<3,***.**. CO6PILE! B7: I$6ORE /I$6OREFOREER 3
SALES Ca#e !i*e#t (Att+. Sarona Co%,ile- &+: i*%ore /0i*%orefore"er 1ssue: Whether or not petitioner and respondent P'? had entered into a perfected contract for petitioner to repurchase the property for respondent.
(. <. ).
7uling: #he $" affirmed the ruling of the appellate court that there was no perfected contact of sale %etween the parties. ! contract is meeting of minds %etween two persons where%y one %inds himself, with respect to the other, to give something or to render some service. ;nder (4(4 of the "ivil "ode, there is no contract unless the following requisites concur: "ons "onsen entt of the cont contra racti cting ng parti parties esII O%ject O%jection ion cert certain ain whic which h is the the su%jec su%jectt matter matter of of the cont contrac ractI tI "ause "ause of of the the o%li o%ligat gation ion which which is is esta% esta%lis lished hed.. "ontract is perfected %y mere consent which is manifested %y the meeting of the offer and the acceptance upon the thing and causes which are to constitute the contract. Once perfected, the %ind %etween other contracting parties and the o%ligations arising therefrom have the form of law %etween the parties and should %e complied in good faith. #he a%sence of any essential element will negate the e0istence of a perfected contract of sale. #he #he cour courtt rule ruled d in ?osto ?oston n ?an ?an of the the Phil Philip ippi pine nes s vs Canalo: 6! definite agreement as to the price is an essential element of a %inding agreement to sell personal or real property %ecause it seriously affects the rights and o%ligations of the parties. Price is an esse essent ntia iall elem elemen entt in the form format atio ion n of a %ind %indin ing g and and enforcea%le contract of sale. #he fi0ing of the price can never %e left to the decision of one of the contracting parties. ?ut a price fi0ed %y one of the contracting parties, if accepted %y the other, gives rise to a perfected sale.8 1n the case at %ar, the parties to the contract is %etween Canila Cetal "ontainer "orporation and Philippine 'ational ?an and not to $pecial !sset Canagement Department. $ince the price offered %y P'? was not accepted, there is no contract. +ence it cannot serve as a %inding juridical relation %etween the parties.
S,o2#e# Cr2> "# Fernan-o 477 SCRA 173 – Civil Law – Law on Sale – Manner of Payment Essential in a Contract of Sale 1n (4), "ru/ e0ecuted a Kasunuan with the >loriosos for the cons consid ider erat atio ion n of the the rear rear port portio ion n of a <<) <<) sq m lot. lot. #he #he Kasunuan provides that the lot will %e sold at a PB* per sq m. #hat the portion of the lot to %e sold is the rear portion of it. #hat upon selling, the "ru/ will transfer their house from the front portion to the rear portion of the land once it is %ought. #hat they will have a right of way from the front portion going to the %ac end of the lot. #he "ru/ never gave anything to the >loriosos for there was an alleged failure to have the land surveyed. Due to non payment, the >loriosos instead sold the whole lot @%ac and rear portionA to the ernandos. 1n (B, after repeated demands, the ernandos filed a case in court for accion pu%liciana demanding the "ru/ to vacate the lot and to pay a rental of P3**.**. #he 7#" ruled in favor of the ernandos. #he "! affirmed the 7#" ruling.
ISS9E: Whether or not what transpired %etween the "ru/es and the >loriosos was a contract of sale.
specific manner of payment in the ?EL!: 'o. #he a%sence of a specific terms and conditions of the contract maes it a contract to sell. Ownership was never transferred to the "ru/es. #his is %ecause the manner of payment of the purchase price is an essential element %efore a valid and %inding contract of sale can e0ist. !lthough the "ivil "ode does not e0pressly state that the minds m inds 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. !lso, the "ru/es never transferred their house from the front portion to the rear portion of the lot. 1t was evident in the contract that they will transfer the house to the rear portion once they were a%le to %uy it. #he $" also ruled that the ernandos were not %uyers in %ad faith. #here was no consummated sale %etween the "ru/es and the >loriosos. >loriosos. 1n a contract to sell, there %eing no previous previous sale of the property, a third person %uying such property despite the fulfillment of the suspensive condition such as the full payment of the purchase price, for instance, cannot %e deemed a %uyer in %ad faith and the prospective %uyer cannot see the relief of reconveyance of the property. #here is no dou%le sale in such case case.. #itle itle to the the prop proper erty ty will will tran transfe sferr to the %uyer %uyer afte after r registration registration %ecause there is no defect in the owner=selle owner=seller5s r5s title per se, %ut the latter, of course, may %e sued for damages %y the intending %uyer.
elar-e "# CA Fact#: David 7aymundo @private respondentA is the a%solute and registered owner of a parcel of land, located at ((4 amias $t., DasmariKas illage Caati, together with the house and other improvements, which was under lease. 1t was negotiated %y David5s father with plaintiffs !velina and Cariano elarde @petitionersA. ! Deed of $ale with !ssumption of Cortgage was e0ecuted in favor of the plaintiffs. Part of the consideration of the sale sale was was the vend vendee ee5s 5s assu assumpt mptio ion n to pay the the mortg mortgag age e o%ligations of the property sold in the amount of P (,4**,***.** in favor of the ?an of the Philippine 1slands. !nd while their application for the assumption of the mortgage o%ligations is not yet approved %y the mortgagee %an, they have agreed to pay the mortgage o%ligations on the property with the %an in the name of Cr. David 7aymundo. 1t was further stated that 6in the event elardes violate any of the terms and conditions of the said Deed Deed of 7eal 7eal 9stat 9state e Cortg Cortgag age, e, they they agre agree e that that the the down down payment P4**,***.**, plus all the payments made with the ?P1 on the mortg mortgag age e loan loan,, shal shalll %e forfe forfeit ited ed in avo avorr of Cr. Cr. 7aym 7aymun undo do,, as and and %y way way of liqu liquid idat ated ed damag damages es,, wHou wHoutt necessity of notice or any judicial declaration to that effect, and Cr. 7aymundo shall resume total and complete ownership and posses possessio sion n of the property property,, and the same same shall shall %e deemed deemed automatically cancelled8, signed %y the elardes. Pursuant Pursuant to said agreements, agreements, plaintiffs paid ?P1 the monthly inter interes estt loan loan for for thre three e mont months hs %ut %ut stopp stopped ed in payi paying ng the the mortgage when informed that their application for the assumption of mortga mortgage ge was was not not appr approv oved ed.. #he #he defe defend ndan ants ts throu through gh a counse counsel, l, wrote wrote plaint plaintiff iffs s informi informing ng the latter latter that that their their non= non= payment to the mortgagee %an constituted non=performance of their their o%liga o%ligatio tion n and the cancel cancellat lation ion and rescis rescissio sion n of the intended sale. !nd after two days, the plaintiffs responded and advised the vendor that he is willing to pay provided that Cr. CO6PILE! B7: I$6ORE /I$6OREFOREER
SALES Ca#e !i*e#t (Att+. Sarona Co%,ile- &+: i*%ore /0i*%orefore"er 7aymundo: @(A delivers actual possession of the property to them not later than January (3, (42 for their occupancy @
I##2e: Whether the rescission of contract made %y the private respondent is valid.
?el-: #here is a %reach of contract %ecause the petitioners did not merely stopped paying the mortgage o%ligations %ut they also failed to pay the %alance purchase price. #heir conditional offer to Cr. 7aymundo cannot tae the place of actual payment as would discharge the o%ligation of the %uyer under contract of sale. Cr. 7aymundo5s source of right to rescind the contract is !rt. ((( of the "ivil "ode predicated on a %reach of faith %y the other party who violates the reciprocity %etween them. Coreover, the new o%ligations as preconditions to the performance of the petitioners5 own o%ligation were repudiation of an e0isting o%ligation, which was legally due and demanda%le under the contract of sale. #he %reach committed %y the petitioners was the non= performance of a reciprocal o%ligation. #he mutual restitution is required to %ring %ac the parties to their original situation prior to the inception of the contract. #he initial payment and the mortgage payments advanced %y petitioners should %e returned %y private respondents, lest the latter unjustly enriched at the e0pense of the other. 7escission creates the o%ligation to return the o%ligation of contract. #o rescind, is to declare a contract void at its inception and to put an end to it as though it never was. #he decision of the "! is affirmed with modification that private respondents are ordered to return to petitioners, the amount they have received in advanced payment.
3. Sta*e# in te life of Contract of Sale SAN 6I$9EL PROPERTIES " SPS ?9AN$ $.R. No. 1'3). @2l+ 1 3;
FACTS: $an Ciguel Properties Philippines, 1nc. is a domestic corporation engaged in the purchase and sale of real properties. Part of its inventory are two parcels of land totalling (, 2)4
square meters at the corner of Ceralco !venue and >eneral "apinpin $treet, ?arrio Oran%o, Pasig "ity. On e%ruary <(, (B, the properties were offered for sale for P3<,(B*,***.** in cash. #he offer was made to !tty. +elena C. Dau/ who was acting for respondent spouses as undisclosed principals. !tty. Dau/ signified her clients5 interest in purchasing the properties for the amount for which they were offered %y petitioner, under the following terms: the sum of P3**,***.** would %e given as earnest money and the %alance would %e paid in eight equal monthly installments from Cay to Decem%er, (B. +owever, petitioner refused the counter=offer. On Carch <, (B, !tty. Dau/ wrote another letter proposing the following terms for the purchase of the properties, vi/: 9nclosing herewith the sum of P(,***,***.** representing earnest=deposit money, su%ject to the following conditions. (. We will %e given the e0clusive option to purchase the property within the )* days from date of your acceptance of this offer. <. During said period, we will negotiate on the terms and conditions of the purchaseI $CPP1 will secure the necessary Canagement and ?oard approvalsI and we initiate the documentation if there is mutual agreement%etween us. ). 1n the event that we do not come to an agreement on this transaction, the said amount of P(,***,***.** shall %e refunda%le to us in full upon demand. 1sidro !. $o%recarey, $an Ciguel5s vice=president and operations manager for corporate real estate, indicated his conformity to the offer %y affi0ing his signature to the letter and accepted the earnest=deposit of P( million. ;pon request of respondent spouses, $o%recarey ordered the removal of the O7 $!&9 sign from the properties. !tty. Dau/ and $o%recarey then commenced negotiations. $o%recarey informed !tty. Dau/ that $an Ciguel was willing to sell the su%ject properties on a *=day term. !tty. Dau/ countered with an offer of - months within which to pay.#he parties again met during which $o%recarey informed !tty. Dau/ that $an Ciguel had not yet acted on her counter=offer. !tty. Dau/ proposed a B=month period of amorti/ation. On !pril <3, (B, !tty. Dau/ ased for an e0tension of B3 days within which to e0ercise her option to purchase the property, adding that within that period to finali/e the agreement. +er request was granted. On July 2, (B, petitioner, through its president and chief e0ecutive officer, ederico >on/ales, wrote !tty. Dau/ informing her that %ecause the parties failed to agree on the terms and conditions of the sale despite the e0tension granted %y petitioner, the latter was returning the amount of P( million given as earnest=deposit. $ps +uang demanded the e0ecution within 3 days of a deed of sale covering the properties. $ps +uang attempted to return the earnest=deposit %ut $an Ciguel refused on the ground that respondents5 option to purchase had already e0pired. On !ugust (-, (B, spouses +uang filed a complaint for specific performance against $an Ciguel. $!' C1>;9& @(A the alleged e0clusive option of respondent spouses laced a consideration separate and distinct from the purchase price and was thus unenforcea%le and @
SALES Ca#e !i*e#t (Att+. Sarona Co%,ile- &+: i*%ore /0i*%orefore"er therefore, no perfected contract of sale. #" Dismissed. "! 7997$9D: held that all the requisites of a perfected contract of sale had %een complied with as the offer made on Carch <, (B, in connection with which the earnest money in the amount of P( million was tendered %y respondents, had already %een accepted %y petitioner. #he 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. "! also ruled that $o%recarey had no authority to sell the su%ject real properties
ISS9E WO' there was a perfected contract of sale %etween the parties
R9LIN$: 'o. On alleged payment and acceptance 9arnest money, $ps +uang did not give the P( million as earnest money as provided %y !rt. (B4< of the "ivil "ode. #hey presented the amount merely as a deposit of what would eventually %ecome the earnest money or downpayment should a contract of sale %e made %y them. #he amount was thus given not as a part of the purchase price and as proof of the perfection of the contract of sale %ut only as a guarantee that respondents would not %ac out of the sale. 1n the present case, the P( million earnest=deposit could not have %een given as earnest money as contemplated in !rt. (B4< %ecause, at the time when petitioner accepted the terms of respondents5 offer of Carch <, (B, their contract had not yet %een perfected. #he first condition: option period of )* days sufficiently shows that a sale was never perfected. !cceptance of this condition did not give rise to a perfected sale %ut merely to an option or an accepted unilateral promise. !rt. (B2@
e0istence of a perfected sale. 1n the a%sence of a perfected contract of sale, it is immaterial whether 1sidro !. $o%recarey had the authority to enter into a contract of sale in %ehalf of petitioner.
3. ESSENTIAL C?ARACTERISTICS OF A CONTRACT OF SALE 1. No%inate an- Princi,al 3. Con#en#2al 9I@A!A "#. CO9RT OF APPEALS $.R. No. 13=444 !ece%&er 4 1))8 FACTS: Petitioners, as heirs of the late #rinidad Luijada, filed a complaint against private respondents for quieting of title, recovery of possession and ownership of parcels of land with claim for attorneyGs fees and damages. Petitioners are the children of the late #rinidad "orvera da, de Luijada. #rinidad was one of the heirs of the late Pedro "orvera and inherited from Pedro the <=hectare parcel of land su%ject of the case, situated in the %arrio of $an !gustin, #alacogon, !gusan del $ur. On !pril 3, (3-, #rinidad together with her sisters &eonila "orvera and Pa/ and %rother 9papiadito e0ecuted a conditional deed of donation of su%ject land in favor of the Cunicipality of #alacogon, the condition %eing that the parcel of land shall %e used solely and e0clusively as part of the campus of the proposed provincial high school in #alacogon. !pparently, #rinidad remained in possession of the parcel of land despite the donation. On July <, (-<, #rinidad sold @(A hectare of the su%ject parcel of land to defendant=appellant 7egalado Condejar and ver%ally sold the remaining @(A hectare also to defendant=appellant without the %enefit of a written deed of sale and evidenced solely %y receipts of payment. 1n (4*, the heirs of #rinidad @deceasedA filed a complaint for forci%le entry against Condejar, which complaint was, however, dismissed for failure to prosecute. 1n (42, the proposed provincial high school having failed to materiali/e, the $angguniang ?ayan of the municipality of #alacogon enacted a resolution reverting the @oloran , 9fren >uden and 9rnesto >oloran. On July 3, (44, +eirs of #rinidad filed this action alleging that their deceased mother never sold, conveyed, transferred or disposed of the property in question to any person or entity much less to 7egalado Condejar save the donation made to the Cunicipality of #alacogon in (3- and that at the time of the alleged sale to 7egalado Condejar %y #rinidad Luijada, the land still %elongs to the Cunicipality of #alacogon, hence, the supposed sale is null and void. 7espondents alleged that the land in dispute was sold to 7egalado Condejar, the one @(A hectare on July <, (-<, and the remaining one @(A hectare on installment %asis until fully paid.
ISS9E: WO' the sale to Condejar was valid R9LIN$: M9$. #he donation made %y #rinidad Luijada and her CO6PILE! B7: I$6ORE /I$6OREFOREER 5
SALES Ca#e !i*e#t (Att+. Sarona Co%,ile- &+: i*%ore /0i*%orefore"er %rother and sisters was su%ject to the condition that the donated property shall %e used solely and e0clusively as a part of the campus of the proposed Provincial +igh $chool in #alacogon. 1t further provides that should the proposed P+$ %e discontinued or if the same shall %e opened %ut for some reason or another, the same may in the future %e closed the donated property shall automatically revert to the donor. When the CunicipalityGs acceptance of the donation was made nown to the donor, the former %ecame the new owner of the donated property N donation %eing a mode of acquiring and transmitting ownership N notwithstanding the condition imposed %y the donee. !ccordingly, ownership is immediately transferred to the donee and that ownership will only revert to the donor if the resolutory condition is not fulfilled @construction of the schoolA. #hus, at the time of the sales made in (-< towards (-4, the alleged seller @#rinidadA could not have sold the lots since she had earlier transferred ownership thereof %y virtue of the deed of donation. $o long as the resolutory condition su%sists and is capa%le of fulfillment, the donation remains effective and the donee continues to %e the owner su%ject only to the rights of the donor or his successors=in=interest under the deed of donation. $ince no period was imposed %y 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 reasona%le period. $uch period, however, %ecame irrelevant herein when the donee=Cunicipality manifested through a resolution that it cannot comply with the condition of %uilding a school and the same was made nown to the donor. What the donor sold was the land itself which she no longer owns. 1t would have %een different if the donor=seller sold her interests over the property under the deed of donation which is su%ject to the possi%ility of reversion of ownership arising from the non=fulfillment of the resolutory condition. #here is one thing which militates against the claim of Luijadas. $ale, %eing a consensual contract, is perfected %y mere consent, which is manifested the moment there is a meeting of the minds as to the offer and acceptance thereof on three @)A elements: su%ject matter, price and terms of payment of the price. Ownership %y 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. ! perfected contract of sale cannot %e challenged on the ground of non=ownership on the part of the seller at the time of its perfectionI hence, the sale is still valid. #rinidad LuijadaGs heirs and successors=in=interest %ecame the owners of the su%ject property upon the reversion of the ownership of the land to them. "onsequently, ownership is transferred to respondent Condejar and those who claim their right from him.
$.R. No. 1'553 @2ne 1= 3 ROBERTO . LAFORTEA $ONALO . LAFORTEA 6IC?AEL . LAFORTEA !ENNIS . LAFORTEA an- LEA . LAFORTEA "#. ALONO 6AC?9CA P!7#19$: +917$ O 7!'"1$"O &!O7#9! $9&&97 !&O'O C!"+;"! ?;M97
$;?J9"#: ! house and lot located at 'o. 2232 $herwood $treet, Carcelo >reen illage, ParaKaque, Cetro Canila worth P-)* ***.**.
FACTS: 1n the e0ercise of the authority of $pecial Power Of !ttorney, on January <*, (4, the heirs of the late rancisco L. &aforte/a represented %y 7o%erto . &aforte/a and >on/alo . &aforte/a, Jr. entered into a Cemorandum of !greement @"ontract to $ellA with the plaintiff over the su%ject property for the sum of $1Q +;'D79D #+17#M #+O;$!'D P9$O$ @P-)*,***.**A paya%le as follows: !a" P3#$###%## as earnest money$ to &e forfeite in favor of t'e efenants if t'e sale is not effecte ue to t'e fault of t'e (laintiff) !&" P*##$###%## u(on issuance of t'e new certificate of title in t'e name of t'e late +rancisco ,% Laforte-a an u(on e.ecution of an e.tra/0uicial settlement of t'e eceents estate wit' sale in favor of t'e (laintiff !Par% 2$ E.'% E$ recor$ ((% 33/33*"%
$ignificantly, the fourth paragraph of the Cemorandum of !greement @"ontract to $ellA dated January <*, (4 @90h. 9, supra.A contained a provision as follows: % % % % 5(on issuance &y t'e (ro(er Court of t'e new title$ t'e 65ER/LESSEE s'all &e notifie in writin8 an sai 65ER/ LESSEE s'all 'ave t'irty !3#" ays to (rouce t'e &alance of P*##$###%## w'ic' s'all &e (ai to t'e SELLER/LESS9RS u(on t'e e.ecution of t'e E.tra0uicial Settlement wit' sale%
On January <*, (4, plaintiff paid the earnest money of #+17#M #+O;$!'D P9$O$ @P)*,***.**A, plus rentals for the su%ject property . On $eptem%er (4, (4 ), defendant heirs, through their counsel wrote a letter to the plaintiff furnishing the latter a copy of the reconstituted title to the su%ject property, advising him that he had thirty @)A days to produce the %alance of P-**,***.** under the Cemorandum of !greement which plaintiff received on the same date. On Octo%er (4, (4, plaintiff sent the defendant heirs a letter requesting for an e0tension of the #+17#M @)*A D!M$ deadline up to 'ovem%er (3, (4 within which to produce the %alance of P-**,***.**. Defendant 7o%erto . &aforte/a, assisted %y his counsel !tty. 7omeo &. >utierre/, signed his conformity to the plaintiffGs letter request. #he e0tension, however, does not appear to have %een approved %y >on/alo . &aforte/a, the second attorney=in=fact as his conformity does not appear to have %een secured. On 'ovem%er (3, (4, plaintiff informed the defendant heirs, through defendant 7o%erto . &aforte/a, that he already had the %alance of P-**,***.** covered %y ;nited "oconut Planters ?an CanagerGs "hec dated 'ovem%er (3, (4 . +owever, the defendants, refused to accept the %alance .Defendant 7o%erto . &aforte/a had told him that the su%ject property was no longer for sale . On 'ovem%er <*, defendants informed plaintiff that they were canceling the Cemorandum of !greement @"ontract to $ellA in view of the plaintiffGs failure to comply with his contractual o%ligations . CO6PILE! B7: I$6ORE /I$6OREFOREER =
