1)DEL PRADO vs COURT OF APPEALS GR 148225
Facts:
A lot No. 1109 was adjudicated in favor of spouses Caballero thru a Deed of Sale. They sold to petitioner said lot on the basis of Tax Declaration covering the said
property. In the Deed of Sale, it is stated that the parcel of land sold to Carmen Del Prado only covers 4,000 square meters while the total area of the said lot is 14,000 square meters.
Issue:
Whether or Not the sale of the land was for lump sum or not . Held:
The court reiterated the rulings in Esguerra v. Trinidad; In sales involving real estate, the parties may choose between two types of pricing agreement:
Unit price contract, where in the purchase price is determined by way of reference to stated rate per area.
Lump sum, contract which states a full purchase price for an immovable, the area of which may be declared based on the estimate or where both the area and boundaries are stated.
In the instant case the sale of the land was for lump sum because the parties agreed to purchase the land at P 40,000 for pre-determined area of 4,000 square meters, more or less, with boundaries stated therein. In a contract of sale of land in a mass, the specific boundaries stated in the contract prevails over any other statement with respect to the area contained within its boundaries.
2)LEABRES V. COURT OF APPEALS Facts:
After the death of Clara Tambunting, Leabres bought on partial payment of P 1,000.00 a portion of the Legarda-Tambunting subdivision owned by the former from the surviving husband Vicente Legarda, acted as special administrator. Upon petition of Vicente Legarda, later appointed as regular administrator, together with Pacific Price and Augusto Tambunting, the Probate Court of Manila in special proceedings over the testate and estate of said Clara Tambunting, authorized the sale of the property.
However, when Vicente was relieved as regular administrator, the Philippine Trust Company took over as such administrator, advertised the sale of the subdivision. No adverse claim or interest over such division or any portion thereof was ever presented by any person. By the order of the probate court, the PTC executed a Deed of an Absolute Sale infavor of Manotok Realty.
Plaintiff seeks for the quieting of the title over the lot for continuing possession of the land and for damages.
Issue:
Whether or Not there is a valid sale of the subdivision between Leabres and Vicente.
Held
The sale is not valid and unenforceable. The estate of Clara Tambunting was under custodial egis of the Probate Court. Don Vicente entered into said sale in his own personal capacity.
The Legarda-Tambunting subdivision is covered by the Torens Certificate of Title. Leabres claims the sale of said lot in his favor, evidence by a Deed of Sale dated May 2, 1950. However he did not registered his suppose interest over the lot in the records of the Register of Deeds, nor did he present his claim for probate in the testate proceedings over the estate of the owner of said subdivision in spite of the notices advertised in its purpose. On the other hand, the Absolute Deed of Sale over the whole subdivision in favor of Manotok Realty was immediately registered under the Torrens Law. Thus, the latter has right over the lot in question. An example of the receipt reveals that the same can never be reagarded as a contract of sale or promise to sell. There was merely of an acknowledgement of the sum of P1,000. There was no agreement to the total price of the land nor to the monthly installment to be paid by the petitioner.
3) SPOUSES TONGSON vs EMERGENCY PAWNSHOP BULA, INC. GR 167874
Facts:
Napala purchased from spouses Tongson their 364 square meter parcel of land situated in Davao. The respondent prepared an Absolute Deed of Sale indicating the consideration as P 400,000 and executed another Memorandum of Agreement in conformity with the Deed of Sale. Upon signing, Napala paid two hundred thousand pesos in cash to spouses and issued postdated PNB check to represent the balance. However the check was dishonored for insufficient funds. Despite demand, Napala failed to pay or return the purchase land. The petitioners filed for the annulment of the contract.
The trial court ordered the annulment of the contract. Furthermore, Napala’s action in giving the check constituted fraud that induced the spouses to enter in the sale. Issue:
Whether or Not Napala employed fraud which induces the spouses to enter in the sale.
Held:
The issuance of PNB check and fraudulently representation made by Napala could not be considered as determining cause for the sale of the subject parcel of land.
A valid contract requires occurrence of three elements. In the present, there is no dispute as regards the presence of two requisites; namely, (a) determinate subject matter, and (b) price certain in money. As regards the requisite which is the consent of the parties, it is clearly shown for the record that the spouses agreed to sell the land to Napala who offered to pay the price. The fraud was not employed during the negotiation and perfection stages of the sale, but existed in the consummation when the parties are in the process of their respective obligations.
4)SPOUSES ISABELO and ERLINDA PAYONGAYONG, vs.
HON. COURT OF APPEALS, SPOUSES CLEMENTE and ROSALIA SALVADOR FACTS:
Eduardo Mendoza was the registered owner of a two hundred square meter parcel of land situated in Barrio San Bartolome, Caloocan.On April 18, 1985, Mendoza mortgaged the parcel of land to the Meralco Employees Savings and Loan Association (MESALA) to secure a loan in the amount of P81,700.00. On July 11, 1987, Mendoza executed a Deed of Sale with Assumption of Mortgage over the parcel of land together with all the improvements in the property in favor of petitioners in consideration of P50,000.00. It is stated in the deed that petitioners bound themselves to assume payment of the balance of the mortgage indebtedness of Mendoza to MESALA.
On December 7, 1987, Mendoza, without the knowledge of petitioners, mortgaged the same property to MESALA to secure a loan in the amount of P758, 000.00. After that, on November 28, 1991, Mendoza executed a Deed of Absolute Sale over still the same property in favor of respondents in consideration of P50,000.00. On even date, MESALA issued a Cancellation of Mortgage acknowledging that for sufficient and valuable consideration which it received from Mendoza, it was cancelling and releasing the real estate mortgage over the property.
Respondents caused the cancellation of Mendoza’s title and the issuance of Transfer Certificate Title No. 67432in their name.
Petitioners filed on July 16, 1993 a complaint for annulment of deed of absolute sale and transfer certificate of title with recovery of possession and damages against Mendoza, his wife Sally Mendoza, and respondents before the Quezon City RTC because they alleged that the spouses Mendoza maliciously sold to respondents the property which was priorly sold to them and that respondents acted in bad faith in acquiring it, the latter having had knowledge of the existence of the Deed of Absolute Sale with Assumption of Mortgage between them (petitioners) and Mendoza.
ISSUE/S:
1)Whether or Not respondents are entitled to the protection accorded to purchasers in good faith.
2)Whether or Not the sale between Mendoza and respondents was simulated. HELD:
Yes they are considered to be purchasers in good faith.It is a well-established principle that a person dealing with registered land may safely rely on the correctness of the
certificate of title issued therefor and the law will in no way oblige him to go behind the certificate to determine the condition of the property.He is charged with notice only of such burdens and claims as are annotated on the title.He is considered in law as an innocent purchaser for value or one who buys the property of another without notice that some other person has a right to or interest in such property and pays a full and fair price for the same at the time of such purchase or before he has notice of the claim of another person.
In the instant case, at the time of the sale of the property by Mendoza to the respondents only the mortgages in favour of MESALA appeared on the annotations of encumbrances on Mendoza’s title. The respondents also inspected the property before buying it.
2) No, the contract was not simulated. Simulation occurs when an apparent contract is a declaration of a fictitious will, deliberately made by agreement of the parties, in order to produce, for the purpose of deception, the appearance of a juridical act which does not exist or is different from that which was really executed. Its requisites are: a) an outward declaration of will different from the will of the parties; b) the false appearance must have been intended by mutual agreement; and c) the purpose is to deceive third persons.
The basic characteristic then of a simulated contract is that it is not really desired or intended to produce legal effects or does not in any way alter the juridical situation of the parties.
The cancellation of Mendoza’s certificate of title over the property and the procurement of one in its stead in the name of respondents, which acts were directed towards the fulfillment of the purpose of the contract, unmistakably show the parties’ intention to give effect to their agreement. The claim of simulation does not thus lie.
5) SPOUSES MAPALO vs. MAXIMO MAPALO FACTS:
Spouses Miguel Mapalo and Candida Quiba, simple illiterate farmers, were registered owners of residential land in Manaoag, Pangasinan. They donated the eastern part of their land to Miguel Mapalo however they were deceived into signing a deed of absolute sale over the entire land. Following the execution of the afore-stated document, the spouses Miguel Mapalo and Candida Quiba immediately built a fence of permanent structure in the middle of their land segregating the eastern portion from its western portion. Said fence still exists. The spouses have always been in continued possession over the western half of the land up to the present. Maximo Mapala registered the land to his name and sold it to the Narcisos. They subsequently registered it to their name.
The Narcisos took possession only of the eastern portion of the land in 1951, after the sale in their favor was made. On February 7, 1952 they filed suit in the Court of First Instance of Pangasinan (Civil Case No. 1191) to be declared owners of the entire land, for possession of its western portion; for damages; and for rentals. It was brought against the Mapalo spouses as well as against Floro Guieb and Rosalia Mapalo Guieb who had a house on the western part of the land with the consent of the spouses Mapalo and Quiba.
The Narcisos appealed to the Court of Appeals. In its decision on May 28, 1963, the Court of Appeals reversed the judgment of the Court of First Instance, solely on the ground that the consent of the Mapalo spouses to the deed of sale of 1936 having been obtained by fraud, the same was voidable, not void ab initio, and, therefore, the action to annul the same, within four years from notice of the fraud, had long prescribed. It reckoned said notice of the fraud from the date of registration of the sale on March 15, 1938. The Court of First Instance and the Court of Appeals are therefore unanimous that the spouses Mapalo and Quiba were definitely the victims of fraud. It was only on prescription that they lost in the Court of Appeals.
The plaintiffs only assailed the validity of the sale with respect to the western portion of the land.
ISSUE:
Whether there was an onerous conveyance of ownership, that is, a sale, by virtue of said deed of October 15, 1936, with respect to said western portion. Specifically, was there a cause or consideration to support the existence of a contrary of sale?
As a general rule, contracts without a cause or consideration produce no effect whatsoever. Nonetheless, under the Old Civil Code, the statement of a false consideration renders the contract voidable, unless it is proven that it is supported another real and licit consideration. And it is further provided by the Old Civil Code that the action for annulment of a contract on the ground of falsity of consideration shall last four years, the term to run from the date of the consummation of the contract.
In the instant case, the plaintiffs never received a consideration as purchase price for the western portion of the land. In that case the contract of purchase and sale is null and void and produces no effect whatsoever where the same is without cause or consideration in that the purchase price which appears thereon as paid has in fact never been paid by the purchaser to the vendor.
6)G.R. No. 138018 July 26, 2002 RIDO MONTECILLO, petitioner, vs.
IGNACIA REYNES and SPOUSES REDEMPTOR and ELISA ABUCAY
FACTS:
Respondents Ignacia Reynes and Spouses Abucay filed on June 20, 1984 a complaint for Declaration of Nullity and Quieting of Title against petitioner Rido
Montecillo. Reynes asserted that she is the owner of a lot situated in Mabolo, Cebu CitY. In 1981, Reynes sold 185 square meters of the Mabolo Lot to the Abucay Spouses who built a residential house on the lot they bought. A Deed of Sale was then issued by Ignacia in favour of Montecillo. The latter promised to pay the agreed price after one month but he failed to fulfil his obligation. Ignacia made a demand to Montecillo that he should return the Deed but Montecillo refused to return the Deed of Sale that’s why Reynes executed a document unilaterally revoking the sale and gave a copy of the document to Montecillo.
Ignacia Reynes,subsequently sold the land to spouses Abucay but they received an information that the lot was already registered in the name of the Montecillos.
Reynes and the Abucay Spouses argued that "for lack of consideration there (was) no meeting of the minds"between Reynes and Montecillo. Thus, the trial court should declare null and void ab initio Montecillo’s Deed of Sale, and order the cancellation of Certificate of Title in the name of Montecillo.
In his Answer, Montecillo claimed he was a buyer in good faith and had actually paid the P47,000.00 consideration stated in his Deed of Sale. Montecillo, however, admitted he still owed Reynes a balance of P10,000.00. He also alleged that he
paid P50,000.00 for the release of the chattel mortgage between Cebu Ice Storage and Bienvenido Jayag which he argued constituted a lien on the Mabolo Lot. He further alleged that he paid for the real property tax as well as the capital gains tax on the sale of the Mabolo Lot.
.
The Issues
1. "Was there an agreement between Reynes and Montecillo that the stated
consideration of P47,000.00 in the Deed of Sale be paid to Cebu Ice and Cold Storage to secure the release of the Transfer Certificate of Title?"
2. "If there was none, is the Deed of Sale void from the beginning or simply rescissible?"15
Held:
First issue: manner of payment of the P47,000.00 purchase price.
Montecillo’s Deed of Sale does not state that the P47,000.00 purchase price should be paid by Montecillo to Cebu Ice Storage. Montecillo failed to adduce any evidence before the trial court showing that Reynes had agreed, verbally or in writing, that the P47,000.00 purchase price should be paid to Cebu Ice Storage. Absent any evidence showing that Reynes had agreed to the payment of the purchase price to any other party, the payment to be effective must be made to Reynes, the vendor in the sale. Article 1240 of the Civil Code provides as follows:
"Payment shall be made to the person in whose favor the obligation has been constituted, or his successor in interest, or any person authorized to receive it."
Thus, Montecillo’s payment to Cebu Ice Storage is not the payment that would extinguish16 Montecillo’s obligation to Reynes under the Deed of Sale.
Second issue: whether the Deed of Sale is void ab initio or only rescissible.
One of the three essential requisites of a valid contract is consent of the parties on the object and cause of the contract. In a contract of sale, the parties must agree not only on the price, but also on the manner of payment of the price. An agreement on the price but a disagreement on the manner of its payment will not result in consent, thus preventing the existence of a valid contract for lack of consent. This lack of consent is separate and distinct from lack of consideration where the contract states that the price has been paid when in fact it has never been paid.
Reynes expected Montecillo to pay him directly the P47,000.00 purchase price within one month after the signing of the Deed of Sale. On the other hand, Montecillo thought that his agreement with Reynes required him to pay the P47,000.00 purchase price to Cebu Ice Storage to settle Jayag’s mortgage debt. Montecillo also acknowledged a balance of P10,000.00 in favor of Reynes although this amount is not stated in Montecillo’s Deed of Sale. Thus, there was no consent, or meeting of the minds, between Reynes and Montecillo on the manner of payment. This prevented the existence of a valid contract because of lack of consent.
In summary, Montecillo’s Deed of Sale is null and void ab initio not only for lack of consideration, but also for lack of consent. The cancellation of TCT No. 90805 in the name of Montecillo is in order as there was no valid contract transferring ownership of the Mabolo Lot from Reynes to Montecillo.
7) SPOUSES PARAGAS vs. HEIRS. OF DOMINADOR BALACANO Facts:
Gregorio Balacano was a registered owner of a parcel of land in the province of Isabela and he has three children (Domingo, Catalino and Alfredo) with Lorenza Balacano. His spouse died in 1991 while his death was on July 28, 1996. Gregorio and Lorenza had three children, namely: Domingo, Catalino and Alfredo, all surnamed Balacano. Lorenza died on December 11, 1991. Gregorio, on the other hand, died on July 28, 1996.Prior to his death, Gregorio was admitted at the Veterans General Hospital in Bayombong, Nueva Vizcaya on June 28, 1996 and stayed there until July 19, 1996. He was transferred in the afternoon of July 19, 1996 to the Veterans Memorial Hospital in Quezon City where he was confined until his death. On July 22, 1996, or barely a week prior to his death, he sold a portion of land to spouses Rudy and Corazon Paragas for the total consideration of P500,000.00. The spouses Paragas also sold some portion of the land to Catalino Balacano.
The children of Domingo Balacano assailed the validity of the contract of sale because they alleged that their grandfather could not have appeared before the notary public because he was confined in a hospital at that moment and he was seriously ill at that time which vitiated his consent to the disposal of the property. They also alleged that their uncle , Catalino manipulated the execution of the deed .
ISSUE:
Whether or Not the contract of sale between Gregorio Balacano and Spouses Rudy and Corazon Paragas.
HELD:
In the case at bar, the Deed of Sale was allegedly signed by Gregorio on his death bed in the hospital. Gregorio was an octogenarian at the time of the alleged execution of the contract and suffering from liver cirrhosis at that – circumstances which raise grave doubts on his physical and mental capacity to freely consent to the contract. Adding to the dubiety of the purported sale and further bolstering respondents’ claim that their uncle Catalino, one of the children of the decedent, had a hand in the execution of the deed is the fact that on 17 October 1996, petitioners sold a portion of Lot 1175-E consisting of 6,416 square meters to Catalino for P60,000.00.22 One need not stretch his imagination to surmise that Catalino was in cahoots with petitioners in maneuvering the alleged sale.
8)G.R. No. 111238 January 25, 1995 ADELFA PROPERTIES, INC., petitioner, vs.
COURT OF APPEALS, ROSARIO JIMENEZ-CASTAÑEDA and SALUD JIMENEZ, respondents.
FACTS:
Jose and Dominador were brothers of the private respondent and they co-owned a registered property. Jose and Dominador sold their share which is the eastern portion of the land to Adelfa. Thereafter, Adelfa expressed interest in buying the western portion of the property from private respondents. Accordingly, an exclusive Option to Purchase was executed between Adelfa and private respondents and an option money of fifty-thousand pesos was given to the latter. Before Adelfa could make payments, it received summons as a civil case was filed against Jose, Dominador and Adelfa by the nephews and nieces of private respondents. As a consequence, Adelfa informed the private respondents that it would hold payment of the full purchase price and suggested that they settle the case with their said nephews and nieces. Salud did not heed the suggestion; respondent informed Atty. Bernardo that they are cancelling the transaction. He further made some offers but they were all rejected.
When the case was dismissed, private respondents executed a Deed of Conditional Sale in favor of Chua, over the same property so they rejected the offer of Adelfa to purchase the same. The private respondents sent a letter informing Adelfa about the sale and they also enclosed a check which represent the option money paid by Adelfa.
ISSUE:
WON the agreement between ADELFA and Private Respondents was strictly an option contract.
HELD:
The agreement between the parties is a contract to sell and not just a mere option contract or a contract of sale.
In the case at bar, the obligation of petitioner to pay the purchase price is specific, definite and certain, and consequently binding and enforceable. Had private respondents chosen to enforce the contract, they could have specifically compelled petitioner to pay the balance. This is distinctly made manifest in the contract itself as an integral stipulation, compliance with which could legally and definitely be demanded
from petitioner as a consequence. The term ―balance‖ connotes a remainder or something remaining from the original total sum already agreed upon. The alleged option money in the case at bar was actually an earnest money which was intended to form part of the purchase price. The amount was not distinct from the cause or consideration for the sale of the property, but was itself a part of the purchase price. It is a statutory rule that whenever earnest money is given in a contract of sale, it shall be considered as part of the price and as a proof of the perfection of the contract.
9) G.R. No. L-11872 December 1, 1917
DOMINGO MERCADO and JOSEFA MERCADO vs.
JOSE ESPIRITU, administrator of the estate of the deceased Luis Espiritu
Domingo and Josefa Mercado brought suit in the Court of First Instance of Bulacan, against Luis Espiritu, but, as the latter died soon thereafter, the complaint was amended by being directed against Jose Espiritu in his capacity of his administrator of the estate of the deceased Luis Espiritu. The plaintiffs alleged that they and their sisters Concepcion and Paz, all surnamed Mercado, were the children and sole heirs of Margarita Espiritu, a sister of the deceased Luis Espiritu; that Margarita Espiritu died in 1897, leaving as her paraphernal property a tract of land of 48 hectares in area situated in the barrio of Panducot, municipality of Calumpit, Bulacan, which hereditary portion had since then been held by the plaintiffs and their sisters, through their father Wenceslao Mercado, husband of Margarita Espiritu; that, about the year 1910, said Luis Espiritu, by means of cajolery, induced, and fraudulently succeeded in getting the plaintiffs Domingo and Josefa Mercado to sign a deed of sale of the land left by their mother, for the sum of P400, which amount was divided among the two plaintiffs and their sisters Concepcion and Paz.
Two among of the four parties were minors during the signing of the Deed of Sale but on the date of sale, these minors presented themselves that they were of legal age at the time they signed it and they made the same manifestation before the notary public.
Issue:
WON the Deed of Sale is valid when the minors presented themselves that they were of legal age.
Held:
The courts lay down that such sale of real estate was still valid since it was executed by minors who have passed the age of puberty adolescence and are near the adult age and that the minors pretended that they already reached their majority. Under Art 38, Minority, insanity or imbecility, the state of being deaf mute, prodigality and civil interdiction are mere restrictions on the capacity to act and do not exempt the incapacitated person from certain obligations as when the latter arise from his acts of from property relations such as easements. Also these minors cannot be permitted
afterwards to excuse themselves from compliance with the obligation assumed by them or seek their annulment. This is in accordance with the provisions of the law on estoppel.
10)G.R. No. L-1720 March 4, 1950 SIA SUAN and GAW CHIAO
vs.
RAMON ALCANTARA
Facts:
Rufino Alcantara and his sons Damaso Alcantara and Ramon Alcantara conveyed to Sia Suan five parcels of land. Ramon Alcantara was then 17 years, 10 months and 22 days old. On August 27, 1931, Gaw Chiao (husband of Sia Suan) received a letter from Francisco Alfonso, attorney of Ramon Alcantara, informing Gaw Chiao that Ramon Alcantara was a minor and accordingly disavowing the contract. After being contacted by Gaw Chiao, however, Ramon Alcantara executed an affidavit in the office of Jose Gomez, attorney of Gaw Chiao, wherein Ramon Alcantara ratified the deed of sale. On said occasion Ramon Alcantara received from Gaw Chiao the sum of P500. In the meantime, Sia Suan sold one of the lots to Nicolas Azores from whom Antonio Azores inherited the same.
On August 8, 1940, an action was instituted by Ramon Alcantara in the Court of First Instance of Laguna for the annulment of the deed of sale as regards his undivided share in the two parcels of land covered by certificates of title Nos. 751 and 752 of Laguna. Said action was against Sia Suan and her husband Gaw Chiao, Antonio, Azores, Damaso Alcantara and Rufino Alcantara (the latter two being, respectively, the brother and father of Ramon Alcantara appealed to the Court of Appealed which reversed the decision of the trial court, on the ground that the deed of sale is not binding against Ramon Alcantara in view of his minority on the date of its execution,
Issue:
WON the deed of sale should be annulled because one of the parties in the contract is minor.
Held:
The court ruled that Ramon Alcantara is not allowed to annul such deed, because he already ratified it. The letter written by Alcantara informing the buyers about his minority constituted an effective disaffirmance of the sale and that the choice to disaffirm will not by itself avoid the contract until the courts adjudge the agreement to be invalid, said notice shielded Ramon from laches and consequent estoppel. Ramon may have executed his acts in bad faith because he earned money from Gaw Chiao as a
result of the sale and its ratification, yet the summons the courts to annul the sale because he executed it while he is a minor.
11)REYNALDO VILLANUEVA, G.R. NO. 154493 - versus -
PHILIPPINE NATIONAL BANK (PNB),
Facts:
Philippine National Bank issued an advertisement for the sale thru bidding of certain lots. The bidding was subject to the following conditions: 1) that cash bids be submitted not later than April 27, 1989; 2) that said bids be accompanied by a 10% deposit in manager’s or cashier’s check; and 3) that all acceptable bids be subject to approval by PNB authorities. In a June 28, 1990 Reynaldo Villanueva offered to purchase Lot Nos. 17 and 19 for P3,677,000.00. He also manifested that he was depositing P400,000.00 to show his good faith but with the understanding that said amount may be treated as part of the payment of the purchase price only when his offer is accepted by PNB.
On July 6, 1990, Guevara informed Villanueva that only Lot No. 19 is available and that the asking price therefor is P2,883,300.00. He also informed Villanueva that if he is interested with the terms and conditions imposed by the Bank he should submit a revised offer to purchase. But instead of submitting a revised offer, Villanueva merely inserted at the bottom of Guevara’s letter a July 11, 1990 marginal note, which indicate that he will deposit P 600,000.00 and the balance will be payable in two years at quarterly amortizations.Also, on July 24, 1990, P380,000.00 was debited from Villanueva’s Savings Account No. 43612 and credited to SAMD.
After that, Guevara wrote Villanueva that, upon orders of the PNB Board of Directors to conduct another appraisal and public bidding of Lot No. 19, SAMD is deferring negotiations with him over said property and returning his deposit
of P580,000.00. Undaunted, Villanueva attempted to deliver postdated checks covering the balance of the purchase price but PNB refused the same.
Hence, Villanueva filed with the RTC a Complaint for specific performance and damages against PNB.
Issue:
Whether or Not there was no perfected contract of sale because the July 6, 1990 letter of Guevara constituted a qualified acceptance of the June 28, 1990 offer of Villanueva, and to which Villanueva replied on July 11, 1990 with a modified offer.
Held:
The sale is not perfected because in the case at bench, consent, in respect to the price and manner of its payment, is lacking. The record shows that appellant, thru Guevara’s July 6, 1990 letter, made a qualified acceptance of appellee’s letter-offer dated June 28, 1990 by imposing an asking price of P2,883,300.00 in cash for Lot 19. The letter dated July 6, 1990 constituted a counter-offer (Art. 1319, Civil Code), to which appellee made a new proposal, i.e., to pay the amount of P2,883,300.00 in staggered amounts, that is, P600,000.00 as down payment and the balance within two years in quarterly amortizations.
A qualified acceptance, or one that involves a new proposal, constitutes a counter-offer and a rejection of the original counter-offer (Art. 1319, id.). Consequently, when something is desired which is not exactly what is proposed in the offer, such acceptance is not sufficient to generate consent because any modification or variation from the terms of the offer annuls the offer (Tolentino, Commentaries and Jurisprudence on the Civil Code of the Philippines, 6th ed., 1996, p. 450, cited in ABS-CBN Broadcasting
Corporation v. Court of Appeals, et al., 301 SCRA 572).
12) G.R. No. 106063 November 21, 1996
EQUATORIAL REALTY DEVELOPMENT, INC. & CARMELO & BAUERMANN, INC.
vs.
MAYFAIR THEATER, INC.
Facts:
Petitioners Carmelo Baurmann Inc. leased it’s parcel of land with two-story building to respondent Mayfair theater Incorporated. They entered a contract which provides that if the lessor should desire to sell the property, the lessee shall be given 30-days exclusive option to purchase the same. Carmelo informed Mayfair that they have an intention to sell the property to EQUITORIAL. Mayfair made known its interest to buy the property but only to the extent of the leased premises. Notwithstanding Mayfair’s intention, Carmelo sold the property to the petitioner company. Issue:
WON the sale of the property to Equatorial is valid.
Held:
The sale of the property should be rescinded because Mayfair has the right of first refusal. Both Equatorial and Carmelo are in bad faith because they knew of the
stipulation in the contract regarding the right of first refusal.
The stipulation is a not an option contract but a right of first refusal and as such the requirement of a separate consideration for the option, has no applicability in the instant case. The consideration is built in the reciprocal obligation of the parties.
In reciprocal contract, the obligation or promise of each party is the
consideration for that of the other. (Promise to lease in return of the right to first refusal)
With regard to the impossibility of performance, only Carmelo can be blamed for not including the entire property in the right of first refusal. Court held
that Mayfair may not have the option to buy the property. Not only the leased area but the entire property.
13)G.R. No. L-16394 December 17, 1966
JOSE SANTA ANA, JR. and LOURDES STO. DOMINGO vs.
ROSA HERNANDEZ
Facts:
Spouses Jose Santa Ana, Jr. and Lourdes Sto. Domingo, owned a 115,850-square meter parcel of land situated in barrio Balasing, Sta. Maria, Bulacan. On 28 May 1954, they sold two (2) separate portions of the land for P11,000.00 to Rosa Hernandez.
After the sale (there were two other previous sales to different vendees of other portions of the land), the petitioners-spouses caused the preparation of a subdivision plan, Psd-43187, was approved on 13 January 1955 by the Director of Lands. Rosa Hernandez, however, unlike the previous vendees, did not conform to the plan and refused to execute an agreement of subdivision and partition for registration with the Register of Deeds of Bulacan; and she, likewise, refused to vacate the areas that she had occupied. Instead, she caused the preparation of a different subdivision plan, which was approved by the Director of Lands on 24 February 1955. This plan, Psd-42844, tallied with the areas that the defendant, Rosa Hernandez, had actually occupied.
On 28 February 1955, herein petitioners-spouses filed suit against respondent Rosa Hernandez in the Court of First Instance of Bulacan, claiming that said defendant was occupying an excess of 17,000 square meters in area of what she had bought from them. Defendant Rosa Hernandez, on the other hand, claimed that the alleged excess, was part of the areas that she bought.
Whether or Not the excess area occupied by Hernandez is part of the land sold.
Held:
In the instant case, the sale involves a definite and identified tract, a corpus certum, that obligated the vendors to deliver to the buyer all the land within the
boundaries, irrespective of whether its real area should be greater or smaller than what is recited in the deed.
To hold the buyer to no more than the area recited on the deed, it must be made clear therein that the sale was made by unit of measure at a definite price for each unit. The sale in this case only involves the definite boundaries but only approximate land areas. As such, Art 1542 concerning the sale for lump sum must be considered. 14)G.R. No. 76031 March 2, 1994
MIGUEL SEMIRA vs.
COURT OF APPEALS and BUENAVENTURA .Facts:
Juana Gutierrez owned a parcel of land situated in Sto. Niño, Taysan, Batangas which she sold to private respondent Buenaventura for P850.00 by means of a
"Kasulatan ng Bilihan ng Lupa" executed on 4 January 1961. Aside from the estimated area of 822.5 square meters appearing in the deed of sale, the following boundaries of the lot are also indicated. Thereafter, private respondent entered the premises observing thereby the boundaries of the property and not the area given.
Buenaventura also acquired two (2) other parcels of land, Lot 4215 with an area of 8,606-square meters located on the east of Lot 4221 from the spouses Pascual Hornilla and Gliceria Ilao on 30 June 1964, and another lot with an area of 11,000-square meters from Santiago Asi. Pascual Hornilla is the son of Juana Gutierrez.
On 18 October 1972, private respondent sold Lot 4221 to his nephew, Cipriano Ramirez, and spouse by means of another "Kasulatan ng Bilihan ng Lupa" for
P2,500.00, where the lot was described with the same area and boundaries mentioned in the 4 January 1961 "Kasulatan ng Bilihan ng Lupa" with the exception of the
boundary on the east; which was changed from "Juana Gutierrez" to "Buenaventura An" to reflect the acquisition by private respondent of the adjoining Lot 4215.
On 12 March 1979, Cipriano Ramirez sold the lot to petitioner Miguel Semira for P20,000.00. However, the area stated in the "Kasulatan ng Bilihan ng Lupa" was 2,200
square meters and not 822.5 appearing in the previous document. As delimited by its boundaries, the lot is actually much bigger than 822.5 square meters. This was
confirmed by the Taysan Cadastral Mapping Survey conducted in 1974 where it is definitely stated that the area of Lot 4221 is 2,200 square meters; hence, the reason for the change.
On 17 March 1979, Miguel Semira entered the very same premises previously occupied by Ramirez and began the construction of a new rice-mill. However, on 18 April 1979, a complaint for forcible entry was filed against him by private respondent in the
Municipal Circuit Trial Court of Taysan-Lobo. The latter claimed that the area of Lot 4221 was 822.5 square meters only and that the excess of 1,377 square meters forcibly occupied by petitioner formed part of Lot 4215 which he acquired from the Hornillas in 1964.
Petitioner admits having entered the disputed portion on 17 March 1979, but denies having illegally done so. In his answer, petitioner claims ownership over the property by invoking the 1979 deed of sale in his favor by Cipriano Ramirez.
Issue:
Whether or Not Miguel Semira is liable for forcible entry because lot 4221 has an area of 822.5 square meters only therefore the excess 1,377 is not covered by the sale. Held:
The sale is for lump sum. Thus, he is not liable for forcible entry.
The court repeatedly ruled that where land is sold for a lump sum and not so much per unit of measure or number, the boundaries of the land stated in the contract determine the effects and scope of the sale, not the area thereof. Hence, the vendors are obligated to deliver all the land included within the boundaries, regardless of whether the real area should be greater or smaller than that recited in the deed. This is
particularly true where the area is described as "humigit kumulang," that is, more or less. These conclusions are drawn from Art. 1542 of the Civil code which states —In the sale of real estate, made for a lump sum and not at the rate of a certain sum for a unit of measure or number, there shall be no increase or decrease of the price, although there be a greater or less are or number than that stated in the contract.
The same rule shall be applied when two or more immovables are sold for a single price; but if, besides mentioning the boundaries, which is indispensable in every conveyance of real estate, its area or number should be designated in the contract, the vendor shall be bound to deliver all that is included within said boundaries, even when it exceeds the area or number specified in the contract; and, should he not be able to do so, he shall suffer a reduction in the price, in proportion to what is lacking in the area or
number, unless the contract is rescinded because the vendee does not accede to the failure to deliver what has been stipulated.
Hence, when private respondent Buenaventura An sold Lot 4221 to his nephew Cipriano Ramirez by means of a "Kasulatan ng Bilihan ng Lupa" which incorporated both the area and the definite boundaries of the lot, the former transferred not merely the 822.5 square meters stated in their document of sale but the entire area
circumscribed within its boundaries.
15) GR 169890 ESGUERRA vs.
TRINIDAD
Facts:
Esguerra spouses were the owners of several parcels of land in Camalig, Meycauayan, Bulacan – among them is a 35,284-square meter parcel of land, half of which (17,642 square meters) they sold to their grandchildren, herein petitioners
Feliciano, Canuto, Justa, Angel, Fidela, Clara and Pedro, all surnamed Esguerra; and a 23,989-square meter parcel of land covered by Tax Declaration No. 12080, 23,489 square meters of which they also sold to petitioners, and the remaining 500 square meters they sold to their other grandchildren, the brothers Eulalio and Julian Trinidad (Trinidad brothers). Also sold to the Trinidad brothers were a 7,048-square meter parcel of land, a 4,618-square meter parcel of land, and a 768-square meter parcel of land. Eulalio Trinidad later sold his share of the land to his daughters-respondents herein, via a notarized Kasulatan ng Bilihang Tuluyan ng Lupa
On respondents’ application for registration of title, the CFI awarded Lot No. 3593 in their favor in Land Registration Case No. N-323-V.
Meanwhile, under a notarized deed dated November 10, 1958, petitioners sold to respondents’ parents Eulalio Trinidad and Damiana Rodeadilla (Trinidad spouses) a portion of about 5,000 square meters of the 23,489-square meter of land which they previously acquired from the Esguerra spousesand during the same cadastral survey conducted in the late 1960s, it was discovered that the about 5,000-square meter portion of petitioners’ parcel of land sold to the Trinidad spouses which was assigned actually measured 6,268 square meters.
In a subsequent application for registration of title over Lot No. 3591, docketed as Land Registration Case No. N-335-V, the CFI, by Decision of August 21, 1972, awarded Lot No. 3591 in favor of Eulalio Trinidad. Pursuant to the Decision, the LRC issued Decree No. N-149491 by virtue of which the Register of Deeds of Bulacan issued OCT No. 0-6498 in the name of Trinidad.
Upon the death of the Trinidad spouses, Lot No. 3591 covered by OCT No. 0-6498 was transmitted to respondents by succession.
Petitioners, alleging that upon verification with the LRA they discovered the issuance of the above-stated two OCTs, filed on August 29, 1994 before the Regional Trial Court (RTC) of Malolos, Bulacan two separate complaints for their nullification on the ground that they were procured through fraud or misrepresentation.
ISSUE
Whether or not the acquisition and registration by the respondents were fraudulent.
HELD
It is settled that fraud is a question of fact and the circumstances constituting the same must be alleged and proved in the court below. In the present cases, as did the trial court, the appellate court found no fraud in respondents’ acquisition and registration of the land. Appellant Pedro Esguerra even testified that he does not know how appellees were able to secure a title over the lot in question and that they never sold Lot No. 3593 to Virginia Trinidad since it is part of the whole lot of 23,489
square meters. The said testimony is a mere conclusion on the part of appellants. On the other hand, the evidence shows that appellees acquired title over the subject property by virtue of a deed of sale executed by their father Eulalio Trinidad in their favor. Under the Torrens System, an OCT enjoys a presumption of validity, which correlatively carries a strong presumption that the provisions of the law governing the registration of land which led to its issuance have been duly
followed. Fraud being a serious charge, it must be supported by clear and convincing proof. Petitioners failed to discharge the burden of proof, however in a unit price contract, the statement of area of immovable is not conclusive and the price may be reduced or increased depending on the area actually delivered. If the vendor delivers less than the area the vendee is entitled to proportional reduction of the price of the real property. 16) G.R. No. L-20435 October 23, 1923 LUIS ASIAIN, vs. BENJAMIN JALANDONI Facts:
Luis Asiain owns a hacienda known as "Maria" situated in the municipality of La Carlota, Province of Occidental Negros, containing about 106 hectares while Benjamin Jalandoni is the owner of another hacienda adjoining of Asiain. Sometime in May 1920, Asain conveyed his interest to sell some portion of his hacienda to Jalandoni. With a wave of his hand, he indicated the tract of land in question, affirming that it contained between 25 and 30 hectares. Jalandoni remain doubtful as to the extent of the land and the amount of the crop that can be harvested on it.
When Jalandoni possess the property he did two things. He had the sugar cane ground in La Carlota Sugar Central with the result that it gave and output of P800 piculs and 23 cates of centrifugal sugar instead of 2,000 piculs that Asiain positively claimed in the memorandum. When opportunity offered, he secured the certificate of title of Asiain
and produced a surveyor to survey the land. According to his survey, the parcel in question contained an area of 118 hectares, 54 ares, and 22 centiares instead of 25- 30 hectares which Asiain also claimed.
Issue:
Whether or Not the contract of sale between Jalandoni and Asiain should be rescinded because there is amistake of fact as to the area of the property and as to the amount of the standing crop.
Held :
The Supreme Court affirmed the previous ruling of the trial court which is to annul the contract and both parties should return everything they received from each other.
The court further ruled that the contract was not a contract of hazard. It was a sale in gross in which there was a mutual mistake as to the quantity of land sold and as to the amount of the standing crop. The mistake of fact as disclosed not alone by the terms of the contract but by the attendant circumstances, which it is proper to consider in order to throw light upon the intention of the parties, is, as it is sometimes expressed, the efficient cause of the concoction. The mistake with reference to the subject-matter of the contract is such that, at the option of the purchaser, it is rescindable. Without such mistake the agreement would not have been made and since this is true, the agreement is inoperative and void. It is not exactly a case of overreaching on the plaintiff's part, or of misrepresentation and deception, or of fraud, but is more nearly akin to a bilateral mistake for which relief should be granted. Specific performance of the contract can therefore not be allowed at the instance of the vendor.
The ultimate result is to put the parties back in exactly their respective positions before they became involved in the negotiations and before accomplishment of the agreement. This was the decision of the trial judge and we think that decision conforms to the facts, the law, and the principles of equity.
17) SPOUSES AVELINO and EXALTACION SALERA Vs.
SPOUSES CELEDONIO and POLICRONIA RODAJE,
Facts:
On May 7, 1993, spouses Avelino and Exaltacion Salera, filed with the Regional Trial Court (RTC), Branch 11, Calubian, Leyte, a complaint for quieting of title against spouses Celedonio and Policronia Rodaje. Petitioners alleged that they are the absolute owners of a parcel of land situated at Basud, San Isidro,Leyte with an area of 448.98 square meters, more or less. They acquired the property from the heirs of Brigido Tonacao as shown by a Deed of Absolute Sale executed on June 23, 1986. They had the document registered in the Registry of Deeds of Iloilo on July 1, 1986. When they asked the Provincial Assessor to declare the property under their names for taxation purposes, they found that Tax Declaration No. 2994 (R-5) in the name of Brigido was already cancelled and another one, Tax Declaration No. 2408, was issued in the names of respondents. Petitioners further alleged that they have been in possession of the
property and the house they built thereon because they had paid the purchase price even before the execution of the deed of sale.
In their answer to the complaint, respondents claimed that they are the absolute owners of the same property. They acquired it from Catalino Tonacao, the father of Brigido, in a Deed of Absolute Sale dated June 6, 1986. The sale was registered in the Registry of Deeds of Leyte on June 10, 1986 and Tax Declaration No. 2408 was issued in their names. Prior thereto, or on January 11, 1984, they had a verbal contract of sale with Catalino. They paid him P1,000.00 as downpayment. They agreed that the
balance of P4,000.00 shall be paid upon execution of the deed of sale. Since then, they have been exercising their right of ownership over the property and the building
constructed thereon peacefully, publicly, adversely and continuously. Apart from being the first registrants, they are buyers in good faith.
The trial court ruled in favor of the petitioners so the respondents elevated the case to Court of Appeals which later reversed the decision of the lower court. The Court of Appeals, in upholding the validity of the sale in favor of respondents, relied on Article 1544 of the Civil Code on double sale. Wherein , as between two purchasers, the one who registered the sale in his favor has a preferred right over the other who has not registered his title, even if the latter is in actual possession of the immovable property. Hence, the defendants-appellants have a superior right over the contested property inasmuch as they have both actual possession and prior registration of the conveyance.
Issue:
Whether or Not the Court has correct interpretation of Article 1544 of the Civil Code.
Held
The Court of Appeals is wrong. Article 1544 of the Civil Code contemplates a case of double sale or multiple sales by a single vendor. More specifically, it covers a
situation where a single vendor sold one and the same immovable property to two or more buyers. It cannot be invoked where the two different contracts of sale are made by two different persons, one of them not being the owner of the property sold. In the instant case, the property was sold by two different vendors to different
purchasers. The first sale was between Catalino and herein respondents, while the second was between Brigido’s heirs and the petitioners.
The court further ruled that the Deed of Sale contracted by the respondents with Catalino is null and void because he has no power to convey the property because Brigido was already the rightfull owner of the subject land.
18) GR 1085515
LUIS BALANTAKBO, et.al Vs.
COURT OF APPEALS and LAGUNA AGRO-INDUSTRIAL, COCONUT COOPERATIVE, INC.
Facts:
Private respondent Laguna Agro-Industrial Coconut Cooperative, Inc. (hereafter simply LAGUNA), a family corporation organized by the heirs of the deceased spouses Honorio Sumaya and Crispina Orlanda, was the plaintiff in an action to quiet title over a parcel of unregistered coconut land in Bo. Dita. Liliw, Laguna, filed in the Regional Trial Court, Br. XXVII, Laguna against herein private respondents and docketed as Civil Case No. SC-1367.
The complaint in said action alleged basically that the land in question had been purchased by the Sumaya spouses (LAGUNA's predecessors) for P800.00 from
Consuelo Vda. de Balantakbo (mother of petitioner Luis Balantakbo and Sancho
Balantakbo), the sale being evidenced by a deed executed by Consuelo on December 13, 1955; and that some twenty (20) years later, or on March 8, 1975, the seller's heirs, intruded into the land and harvested the coconuts found therein.
In their answer the Balantakbos denied knowledge of the sale and alleged that the land claimed sued for was different from that owned and held by them.
The Regional Trial Court rendered judgment (per Judge Francisco C. Manabat, Branch 27, Sta. Cruz, Laguna) in favor of the Balantakbos, dismissing LAGUNA's complaint, upholding the former's theory of the case and ruling that what was
contemplated in the descriptive words "more or less" immediately following the stated area of 2,000 square meters in the description of the land was construable as referring only to a "slight difference" in said area, not to a difference as large as 4,870 square meters, or more than double the 2,000 square meters actually stated and intended to be sold.
The judgment was appealed to the Court of Appeals which after due proceedings reversed it by decision promulgated on July 9, 1992, declaring LAGUNA the owner of
the entire land, not only of a 2,000-square meter portion thereof, ruling that the area embraced within the stated boundaries prevails over the area set forth in the
descriptions which must have been based on mere estimates, and that the buyer was entitled to receive all that was included within the boundaries thus stated in the deed of sale.
Issue:
In case of conflict between the area described and the actual boundaries of the land, which should prevail?
Held:
The court ruled that where land is sold for a lump sum and not so much per unit of measure or number, the boundaries of the land stated in the contract determine the effects and scope of the sale, not the area thereof. Hence, the vendors are obligated to deliver all the land included within the boundaries, regardless of whether the real area should be greater or smaller than that recited in the deed. This is particularly true where the area is described as "humigit kumulang," that is, more or less.
In the present case, it is clear that the disputed parcel of unregistered land was sufficiently identified and described. The Second Partial Stipulation of Facts submitted by the Parties sufficiently demonstrates that the parties lay claim to one and the same parcel of land, that descended to Raul Balantakbo from his father Jose Balantakbo, Sr. later inherited by Consuelo Joaquin Vda. de Balantakbo from the same Raul, her son and then sold by Consuelo to the Spouses Honorio Sumaya and Crispina Orlanda. Uniform descriptions of the subject lot were made in the Deed of Sale executed by Consuelo Joaquin Vda. de Balantakbo in favor of herein private respondent in 1955, in the Affidavit of Self-Adjudication executed by Consuelo on November 3, 1952, and in the Extrajudicial Partition of December 10, 1945.
19) GR 132281
ROLENDO T. DELFIN VS
JOSEFINA L. VALDEZ and JOSE V. LAGON
Facts:
Spouses Carlos Valdez, Sr. and Josefina de Leon-Valdez were the owners of a parcel of land with an area of 24,725 square meters located in the commercial district of Isulan, Sultan Kudarat. Carlos Valdez, Sr. died intestate on March 26, 1966, survived by his widow, Josefina, and their children, among whom is Carlos Valdez, Jr., a practicing lawyer.
On December 28, 1978, Josefina caused the subdivision of Lot No. 3 into eight (8) lots, namely, Lots Nos. 3-A to 3-H, all fronting the national road. To enhance the value of the property, she decided to sell a 4,094-square meter portion thereof, more particularly Lot No. 3-C and a portion of Lot No. 3-D to her co-respondent herein, Jose V. Lagon , a successful businessman in Sultan Kudarat who owned a construction firm and other business enterprises: the Lagon Enterprises and the Rural Bank of
Isulan. He was also one of the clients of Josefina’s son, Carlos Valdez, Jr.
Hence, on May 9, 1979, Josefina, through her attorney-in-fact, Carlos Valdez, Jr., and Lagon entered into a contract of sale involving the aforementioned 4,094-square meter portion of what used to be Lot No. 3. No transfer certificate of title could as yet be issued to Lagon because at the time of the sale, the intestate estate of the late Carlos Valdez, Sr. had still to be settled and partitioned. The subjet property was subsequently sold by Josefina to Rolendo T Delfin.
Upon learning that a portion of the property already sold to him was
subsequently sold by Josefina to Delfin, Lagon filed in the RTC of Sultan Kudarat a complaint for specific performance with damages against Josefina and her attorney-in-fact, Atty. Carlos Valdez, Jr. On the other hand upon knowing of Civil Case instituted by
Lagon, Delfin filed in the same court an action to quiet title against Josefina and Lagon, docketed as Civil Case No. 779, now the subject of the present petition.
The trial court denied his application he has an actual knowledge of prior sale of lot to Delfin, making him buyer in bad faith.
Issue:
Since there is an alleged double sale in the instant case, who has the better right?
Held:
Rolando Delfin has a better right over the property because the prior contract of sale between Valdez and Lagon is not valid due to the latter’s refusal to perform all the conditions indicated in the contract. It is clear that on account of Lagon’s failure to comply with the terms and conditions of the so-called first sale, the Court deemed that the sale is ―null and void‖ without need of any demand from Josefina and her
son Carlos Valdez, Jr. for Lagon to comply with the agreed terms and conditions attendant to that so-called first sale.
20) G.R. No. 170405 February 2, 2010
RAYMUNDO S. DE LEON vs.
BENITA T. ONG
Facts:
On March 10, 1993, petitioner Raymundo S. de Leon sold three parcels of land with improvements situated in Antipolo, Rizal to respondent Benita T. Ong. As these properties were mortgaged to Real Savings and Loan Association, Incorporated (RSLAI), petitioner and respondent executed a notarized deed of absolute sale with assumption of mortgage. Benita Ong assumed the responsibility to pay the amount of the loan and the balance will be paid to de Leon.
Pursuant to this deed, respondent gave petitioner P415,500 as partial payment. Petitioner, on the other hand, handed the keys to the properties and wrote a letter informing RSLAI of the sale and authorizing it to accept payment from respondent and release the certificates of title. Respondent undertook repairs and made improvements on the properties. He likewise informed RSLAI of her agreement with petitioner for her to assume petitioner’s outstanding loan. RSLAI required her to undergo credit
investigation.
Subsequently, respondent learned that petitioner again sold the same properties to one Leona Viloria after March 10, 1993 and changed the locks, rendering the keys he gave her useless. Respondent thus proceeded to RSLAI to inquire about the credit investigation. However, she was informed that petitioner had already paid the amount due and had taken back the certificates of title.
Issue:
Whether or Not the parties entered into a contract of sale or a contract to sell. Held:
The contract between the respondent and petitioner is a contract of sale. In a contract of sale, the seller conveys ownership of the property to the buyer upon the perfection of the contract. Should the buyer default in the payment of the purchase price, the seller may either sue for the collection thereof or have the contract
judicially resolved and set aside. The non-payment of the price is therefore a negative resolutory condition.
On the other hand, a contract to sell is subject to a positive suspensive condition. The buyer does not acquire ownership of the property until he fully pays the purchase price. For this reason, if the buyer defaults in the payment thereof, the seller can only sue for damages.
In the instant case the deed executed by the parties stated that petitioner sold the properties to respondent "in a manner absolute and irrevocable" for a sum of P1.1 million. With regard to the manner of payment, it required respondent to pay P415,500 in cash to petitioner upon the execution of the deed, with the balance payable directly to RSLAI (on behalf of petitioner) within a reasonable time. Nothing in said instrument implied that petitioner reserved ownership of the properties until the full payment of the purchase price. On the contrary, the terms and conditions of the deed only affected the manner of payment, not the immediate transfer of ownership (upon the execution of the notarized contract) from petitioner as seller to respondent as buyer. Otherwise stated, the said terms and conditions pertained to the performance of the contract, not the perfection thereof nor the transfer of ownership.
21) G.R. No. L-29972 January 26, 1976 ROSARIO CARBONELL
vs.
HONORABLE COURT OF APPEALS, JOSE PONCIO, EMMA INFANTE and RAMON INFANTE
Facts:
Jose Poncio was the owner of the parcel of land herein involve with
improvements situated in San Juan, Rizal, which is subject to mortgage in favor of the Republic Savings Bank for the sum of P1,500.00. Petitioner Rosario Carbonell, a cousin and adjacent neighbor of respondent Poncio lived in the adjoining lot at 177 V. Agan Street. When Poncio is no longer able to keep up with the installments due on the mortgage ,he approached petitioner and offered to sell to the latter the said lot, excluding the house wherein respondent lived. Petitioner accepted the offer and
proposed the price of P9.50 per square meter. Respondent Poncio, after having secured the consent of his wife and parents, accepted the price proposed by petitioner, on the condition that from the purchase price would come the money to be paid to the bank.
Petitioner and respondent Jose Poncio then went to the Republic Savings Bank and secured the consent of the President thereof for her to pay the arrears on the mortgage and to continue the payment of the installments as they fall due. The amount in arrears reached a total sum of P247.26. But because respondent Poncio had
previously told her that the money, needed was only P200.00, only the latter amount was brought by petitioner constraining respondent Jose Poncio to withdraw the sum of P47.00 from his bank deposit with Republic Savings Bank. But the next day, petitioner refunded to Poncio the sum of P47.00.
On January 27, 1955, petitioner and respondent Poncio, in the presence of a witness, made and executed a document in the Batanes dialect, which indicates that beginning January 27, 1955, Jose Poncio can start living on the lot sold by him to
Rosario Carbonell, until after one year during which time he will not pay anything. Then if after said one can he could not find a place where to move his house, he could still continue occupying the site but he should pay a rent
Thereafter, petitioner asked Atty. Salvador Reyes, also from the Batanes Islands, to prepare the formal deed of sale, which she brought to respondent Poncio together with the amount of some P400.00, the balance she still had to pay in addition to her assuming the mortgaged obligation to Republic Savings Bank. However, Poncio
informed Carbonell that he could not proceed any more with the sale, because he had already given the lot to respondent Emma Infante; and that he could not withdraw from his deal with respondent Mrs. Infante, even if he were to go to jail. Petitioner then sought to contact respondent Mrs. Infante but the latter refused to see her. Then her lawyer advised her to file an adverse claim over the lot.
issue:
Who has a better right over the subject property? Held:
22)G.R. No. 66140 January 21, 1993-10
INDUSTRIAL TEXTILE MANUFACTURING COMPANY OF THE PHILIPPINES, INC. vs.
LPJ ENTERPRISES, INC.
Facts:
LPJ Enterprises, Inc. had a contract to supply 300,000 bags of cement per year to Atlas Consolidated Mining and Development Corporation (Atlas for short), a member of the Soriano Group of Companies. The cement was delivered packed in kraft paper bags, then as now, in common use.
Sometime in October, 1970, Cesar Campos, a Vice-President of petitioner Industrial Textile Manufacturing Company of the Philippines, asked Lauro Panganiban, Jr., President of Respondent Corporation, if he would like to cooperate in an experiment to develop plastic cement bags. Panganiban acquiesced, principally because Itemcop is a sister corporation of Atlas, respondent's major client. A few weeks later, Panganiban accompanied Paulino Ugarte, another Vice-President of Itemcop, to the factory of respondent's supplier, Luzon Cement Corporation in Norzagaray, Bulacan, to test fifty (50) pieces of plastic cement bags. The experiment, however, was unsuccessful. Cement dust oozed out under pressure through the small holes of the woven plastic bags and the loading platform was filled with dust. The second batch of plastic bags subjected to trial was likewise a failure. Although the weaving of the plastic bags was already tightened, cement dust still spilled through the gaps. Finally, with three hundred (300) "improved bags", the seepage was substantially reduced. Ugarte then asked Panganiban to send 180 bags of cement to Atlas via commercial shipping. Campos, Ugarte, and two other officials of petitioner company followed the 180 bags to the plant of Atlas in Sangi, Toledo, Cebu where they professed satisfaction at the performance of their own plastic bags. On December 29, 1970, Campos sent Panganiban a letter proclaiming dramatic results in the experiment. Consequently, Panganiban agreed to use the plastic cement bags. Four purchase orders (P.O.s) were thereafter issued.
Petitioner delivered the orders consecutively on January 12, February 17, March 19, and April 17, 1971.Respondent, on the other hand, remitted the amounts of P1,640.00,
P2,480.00. and P13,230.00 on March 31, April 31, and May 3, 1971 respectively, thereby leaving a balance of P84,123.80. No other payments were made, thus prompting A. Soriano y Cia of petitioner's Legal Department to send demand letters to respondent corporation. Reiterations thereof were later sent by petitioner's counsel. A collection suit was filed on April 11, 1973 when the demands remained unheeded. At the trial on the merits, respondent admitted its liability for the 53,800 polypropylene lime bags covered by the first purchase order. With respect to the second, third, and fourth purchase orders, respondent, however, denied full responsibility therefor. Respondent said that it will pay, as it did pay for, only the 15,000 plastic bags it actually used in packing cement. As for the remaining 47,000 bags, the workers of Luzon Cement strongly objected to the use thereof due to the serious health hazards posed by the continued seepage of cement dust. Notwithstanding the measures adopted by respondent such as the use of masks, glove and conveyor system, the workers still refused to utilize the plastic bags.
Respondent was, therefore, constrained to revert to the use of kraft paper bags in packing cement. Thereafter, petitioner was asked to take back the unused plastic bags. Considering however, that the bags were in the cement factory of respondent's supplier, petitioner maintained that it was respondent's obligation to return the bags to them. Apparently, this was not done and so petitioner demanded payment for the said bags.
The trial court ruled in favor of the petitioner. Issue:
Whether or not respondent maybe held liable for the 47,000 plastic bags which were not actually used for packing cement as originally intended.
Held:
Yes, the court held that the transaction between respondent and petitioner constituted an absolute sale and respondent is liable for the plastic bags delivered to it by petitioner.
It is beyond dispute that prior to respondent's transaction with petitioner, the bags were already tested and the results thereof, albeit initially unsuccessful, were nevertheless favorably considered after due alterations were made. Verily, it is on the basis of such experimental findings that respondent agreed to use the plastic cement bags and thereafter issued the purchase orders heretofore mentioned. Significantly, the quantity of bags ordered by respondent also negates its position that the bags were still under experimentation. Indeed, if it were so, the bags ordered should have been
considerably lesser in number and would normally increase as the suitability of the plastic bags became more definite. Likewise, it is worthy to note that as of the date of petitioner's third delivery on March 19, 1971, respondent has received a total of 52,000 bags. By then, it was very probable that the problems alluded to by respondent could no
longer be resolved, thus, only 15,000 bags were actually used and 37,000 bags were already considered unfit for packing cement. Under such predicament, it was but logical for respondent to cancel then the fourth purchase order for another 10,000 bags.
Surprisingly, respondent still accepted the same upon delivery on April 17, 1971 and remitted its payments until May 3, 1971. When petitioner sent letters demanding the full payment of the bags, respondent simply declared that it did not receive any because it transferred its offices to another place. In the meantime, the bags remained in the custody of Luzon Cement, respondent's supplier and virtually a stranger as far as petitioner is concerned. It is for this reason that petitioner may not be expected to just pull out its bags from Luzon Cement. We should also consider the fact that Panganiban, respondent corporation's president, also collected due commissions for the four
purchase orders issued in favor of petitioner.
Finally, the conditions which allegedly govern the transaction according to respondent may not be considered. The trial court correctly observed that such
conditions should have been distinctly specified in the purchase orders and respondent's failure to do so is fatal to its cause. We find that Article 1502 of the Civil Code, invoked by both parties herein, has no application at all to this case. The provision in the Uniform Sales Act and the Uniform Commercial Code from which Article 1502 was taken, clearly requires an express written agreement to make a sales contract either a "sale or return" or a "sale on approval". Parol or extrinsic testimony could not be admitted for the purpose of showing that an invoice or bill of sale that was complete in every aspect and purporting to embody a sale without condition or restriction
constituted a contract of sale or return. If the purchaser desired to incorporate a stipulation securing to him the right of return, he should have done so at the time the contract was made. On the other hand, the buyer cannot accept part and reject the rest of the goods since this falls outside the normal intent of the parties in the "on approval" situation.
