Republic of the Philippines SUPREME COURT Manila SECOND DIVISION G.R. No.

135634 May 31, 2000 HEIRS OF JUAN SAN ANDRES ( ICTOR S. !IGA" a#$ SA% ACION S. TRIA, petitioners, vs. ICENTE RODRIGUE!, respondent.

MENDO!A, J.: his is a petition for revie! on certiorari of the decision of the Court of "ppeals # reversin$ the decision of the Re$ional rial Court, Na$a Cit%, &ranch #', in Civil Case No. ()*#++,, as !ell as the appellate court-s resolution den%in$ reconsideration. he antecedent facts are as follo!s. /uan San "ndres !as the re$istered o!ner of 0ot No. #'#1*&*2 situated in 0iboton, Na$a Cit%. On Septe3ber 2(, #'41, he sold a portion thereof, consistin$ of +1, s5uare 3eters, to respondent Vicente S. Rodri$ue6 for P2,1#,.77. he sale is evidenced b% a Deed of Sale. 2 8pon the death of /uan San "ndres on Ma% ,, #'4,, Ra3on San "ndres !as appointed 9udicial ad3inistrator of the decedent-s estate in Special Proceedin$s No. R*2#, R C, &ranch #', Na$a Cit%. Ra3on San "ndres en$a$ed the services of a $eodetic en$ineer, /ose Pe:ero, to prepare a consolidated plan ;E<h. "= of the estate. En$ineer Pe:ero also prepared a s>etch plan of the +1,* s5uare 3eter lot sold to respondent. ?ro3 the result of the surve%, it !as found that respondent had enlar$ed the area !hich he purchased fro3 the late /uan San "ndres b% ,7' s5uare 3eters. + "ccordin$l%, the 9udicial ad3inistrator sent a letter, 1 dated /ul% 2), #'(), to respondent de3andin$ that the latter vacate the portion alle$edl% encroached b% hi3. @o!ever, respondent refused to do so, clai3in$ he had purchased the sa3e fro3 the late /uan San "ndres. hereafter, on Nove3ber 21, #'(), the 9udicial ad3inistrator brou$ht an action, in behalf of the estate of /uan San "ndres, for recover% of possession of the ,7'*s5uare 3eter lot. In his Re*a3ended "ns!er filed on ?ebruar% 4, #'(', respondent alle$ed that apart fro3 the +1,* s5uare 3eter lot !hich had been sold to hi3 b% /uan San "ndres on Septe3ber 2(, #'41, the latter li>e!ise sold to hi3 the follo!in$ da% the re3ainin$ portion of the lot consistin$ of ,7' s5uare 3eters, !ith both parties treatin$ the t!o lots as one !hole parcel !ith a total area of (,1 s5uare 3eters. Respondent alle$ed that the full pa%3ent of the ,7'*s5uare 3eter lot !ould be effected !ithin five ;,= %ears fro3 the e<ecution of a for3al deed of sale after a surve% is conducted over said propert%. @e further alle$ed that !ith the consent of the for3er o!ner, /uan San "ndres, he too> possession of the sa3e and introduced i3prove3ents thereon as earl% as #'41. "s proof of the sale to hi3 of ,7' s5uare 3eters, respondent attached to his ans!er a receipt ;E<h. 2= , si$ned b% the late /uan San "ndres, !hich reads in full as follo!s.

Received fro3 Vicente Rodri$ue6 the su3 of ?ive @undred ;P,77.77= Pesos representin$ an advance pa%3ent for a residential lot ad9oinin$ his previousl% paid lot on three sides e<ceptin$ on the fronta$e !ith the a$reed price of ?ifteen ;#,.77= Pesos per s5uare 3eter and the pa%3ent of the full consideration based on a surve% shall be due and pa%able in five ;,= %ears period fro3 the e<ecution of the for3al deed of saleA and it is a$reed that the e<penses of surve% and its approval b% the &ureau of 0ands shall be borne b% Mr. Rodri$ue6. Na$a Cit%, Septe3ber 2', #'41. ;S$d.= /8"N R. S"N "NDR ES Vendor Noted. ;S$d.= VICEN E RODRIB8EC Vendee Respondent also attached to his ans!er a letter of 9udicial ad3inistrator Ra3on San "ndres ;E<h. +=, 4as>in$ pa%3ent of the balance of the purchase price. he letter reads. Dear Intin$, Please acco33odate 3% re5uest for hree @undred ;P+77.77= Pesos as I a3 in need of funds as I inti3ated to %ou the other da%. De !ill 9ust ad9ust it !ith !hatever balance %ou have pa%able to the subdivision. han>s. Sincerel %, ;S$d.= R"MO N S"N "NDRE S Vicente Rodri$ue6

Penafrancia Subdivision, Na$a Cit% P.S. Eou can let bearer Enri5ue del Castillo si$n for the a3ount. Received One @undred Onl% ;S$d.= R"MON S"N "NDRES +F+7F44 Respondent deposited in court the balance of the purchase price a3ountin$ to P),7+,.77 for the aforesaid ,7'*s5uare 3eter lot. Dhile the proceedin$s !ere pendin$, 9udicial ad3inistrator Ra3on San "ndres died and !as substituted b% his son Ricardo San "ndres. On the other band, respondent Vicente Rodri$ue6 died on "u$ust #,, #'(' and !as substituted b% his heirs. ) Petitioner, as plaintiff, presented t!o !itnesses. he first !itness, En$r. /ose Pe:ero, ( testified that based on his surve% conducted so3eti3e bet!een #'(2 and #'(,, respondent had enlar$ed the area !hich he purchased fro3 the late /uan San "ndres b% ,7' s5uare 3eters belon$in$ to the latter-s estate. "ccordin$ to Pe:ero, the titled propert% ;E<h. "*,= of respondent !as enclosed !ith a fence !ith 3etal holes and barbed !ire, !hile the e<panded area !as fenced !ith barbed !ire and ba3boo and li$ht 3aterials. he second !itness, Ricardo San "ndres, ' ad3inistrator of the estate, testified that respondent had not filed an% clai3 before Special Proceedin$s No. R*2# and denied >no!led$e of E<hibits 2 and +. @o!ever, he reco$ni6ed the si$nature in E<hibit + as si3ilar to that of the for3er ad3inistrator, Ra3on San "ndres. ?inall%, he declared that the e<panded portion occupied b% the fa3il% of respondent is no! enclosed !ith barbed !ire fence unli>e before !here it !as found !ithout fence. On the other hand, &ibiana &. Rodri$ue6, #7 !ido! of respondent Vicente Rodri$ue6, testified that the% had purchased the sub9ect lot fro3 /uan San "ndres, !ho !as their co3padre, on Septe3ber 2', #'41, at P#,.77 per s5uare 3eter. "ccordin$ to her, the% $ave P,77.77 to the late /uan San "ndres !ho later affi<ed his si$nature to E<hibit 2. She added that on March +7, #'44A Ra3on San "ndres !rote the3 a letter as>in$ for P+77.77 as partial pa%3ent for the sub9ect lot, but the% !ere able to $ive hi3 onl% P#77.77. She added that the% had paid the total purchase price of P),7+,.77 on Nove3ber 2#, #'(( b% depositin$ it in court. &ibiana &. Rodri5ue6 stated that the% had been in possession of the ,7'*s5uare 3eter lot since #'41 !hen the late /uan San "ndres si$ned the receipt. ;E<h. 2= 0astl%, she testified that the% did not >no! at that ti3e the e<act area sold to the3 because the% !ere told that the sa3e !ould be >no!n after the surve% of the sub9ect lot. On Septe3ber 27, #''1, the trial court ## rendered 9ud$3ent in favor of petitioner. It ruled that there !as no contract of sale to spea> of for lac> of a valid ob9ect because there !as no sufficient indication in E<hibit 2 to identif% the propert% sub9ect of the sale, hence, the need to e<ecute a ne! contract.

Respondent appealed to the Court of "ppeals, !hich on "pril 2#, #''( rendered a decision reversin$ the decision of the trial court. he appellate court held that the ob9ect of the contract !as deter3inable, and that there !as a conditional sale !ith the balance of the purchase price pa%able !ithin five %ears fro3 the e<ecution of the deed of sale. he dispositive portion of its decision-s reads. IN VIED O? "00 @E ?OREBOINB, the 9ud$3ent appealed fro3 is hereb% REVERSED and SE "SIDE and a ne! one entered DISMISSINB the co3plaint and renderin$ 9ud$3ent a$ainst the plaintiff*appellee. #. to accept the P),7+,.77 representin$ the balance of the purchase price of the portion and !hich is deposited in court under Official Receipt No. #7,),1 ;pa$e #22, Records=A 2. to e<ecute the for3al deed of sale over the said ,7' s5uare 3eter portion of 0ot #'#1*&*2 in favor of appellant Vicente Rodri$ue6A +. to pa% the defendant*appellant the a3ount of P,7,777.77 as da3a$es and P#7,777.77 attorne%-s fees as stipulated b% the3 durin$ the trial of this caseA and 1. to pa% the costs of the suit. SO ORDERED. @ence, this petition. Petitioner assi$ns the follo!in$ errors as havin$ been alle$edl% co33itted b% the trial court. I. @E @ON. CO8R O? "PPE"0S ERRED IN @O0DINB @" @E DOC8MEN ;EG@I&I H2H= IS " CON R"C O SE00 DESPI E I S 0"CIINB ONE O? @E ESSEN I"0 E0EMEN S O? " CON R"C , N"ME0E, O&/EC CER "IN "ND S8??ICIEN 0E DESCRI&ED. II. @E @ON. CO8R O? "PPE"0S ERRED IN @O0DINB @" PE I IONER IS O&0IBED O @ONOR @E P8RPOR ED CON R"C O SE00 DESPI E NON*?80?I00MEN &E RESPONDEN O? @E CONDI ION @EREIN O? P"EMEN O? @E &"0"NCE O? @E P8RC@"SE PRICE. III. @E @ON. CO8R O? "PPE"0S ERRED IN @O0DINB @" CONSIBN" ION D"S V"0ID DESPI E NON*COMP0I"NCE DI @ @E M"ND" ORE REJ8IREMEN S @EREO?. IV. @E @ON. CO8R O? "PPE"0S ERRED IN @O0DINB @" 0"C@ES "ND PRESCRIP ION DO NO "PP0E O RESPONDEN D@O SO8B@ INDIREC 0E O EN?ORCE @E P8RPOR ED CON R"C "? ER @E 0"PSE O? 21 EE"RS. he petition has no 3erit.

?irst. "rt. #1,( of the Civil Code provides. &% the contract of sale one of the contractin$ parties obli$ates hi3self to transfer the o!nership of and to deliver a deter3inate thin$, and the other to pa% therefor a price certain in 3one% or its e5uivalent. " contract of sale 3a% be absolute or conditional. "s thus defined, the essential ele3ents of sale are the follo!in$. a= Consent or 3eetin$ of the 3inds, that is, consent to transfer o!nership in e<chan$e for the priceA b= Deter3inate sub9ect 3atterA and, c= Price certain in 3one% or its e5uivalent.
#2

"s sho!n in the receipt, dated Septe3ber 2', #'41, the late /uan San "ndres received P,77.77 fro3 respondent as Hadvance payment for the residential lot adjoining his previously paid lot on three sides excepting on the frontage A the a$reed purchase price !as P#,.77 per s5uare 3eterA and the full a3ount of the purchase price !as to be based on the results of a surve% and !ould be due and pa%able in five ;,= %ears fro3 the e<ecution of a deed of sale. Petitioner contends, ho!ever, that the Hpropert% sub9ect of the sale !as not described !ith sufficient certaint% such that there is a necessit% of another a$ree3ent bet!een the parties to finall% ascertain the identit%A si6e and purchase price of the propert% !hich is the ob9ect of the alle$ed sale.H # @e ar$ues that the H5uantit% of the ob9ect is not deter3inate as in fact a surve% is needed to deter3ine its e<act si6e and the full purchase price thereforH #1In support of his contention, petitioner cites the follo!in$ provisions of the Civil Code. "rt. #+1'. he ob9ect of ever% contract 3ust be deter3inate as to its >ind. he fact that the 5uantit% is not deter3inable shall not be an obstacle to the e<istence of a contract, provided it is possible to deter3ine the sa3e !ithout the need of a ne! contract bet!een the parties. "rt. #147. . . . he re5uisite that a thin$ be deter3inate is satisfied if at the ti3e the contract is entered into, the thin$ is capable of bein$ 3ade deter3inate !ithout the necessit% of a ne! and further a$ree3ent bet!een the parties. Petitioner-s contention is !ithout 3erit. here is no dispute that respondent purchased a portion of 0ot #'#1*&*2 consistin$ of +1, s5uare 3eters. his portion is located in the 3iddle of 0ot #'#1*&*2, !hich has a total area of (,1 s5uare 3eters, and is clearl% !hat !as referred to in the receipt as the Hpreviousl% paid lot.H Since the lot subse5uentl% sold to respondent is said to ad9oin the Hpreviousl% paid lotH on three sides thereof, the sub9ect lot is capable of bein$ deter3ined !ithout the need of an% ne! contract. he fact that the e<act area of these ad9oinin$ residential lots is sub9ect to the result of a surve% does not detract fro3 the fact that the% are deter3inate or deter3inable. "s the Court of "ppeals e<plained. #, Conco3itantl%, the ob9ect of the sale is certain and deter3inate. 8nder "rticle #147 of the Ne! Civil Code, a thin$ sold is deter3inate if at the ti3e the contract is

entered into, the thin$ is capable of bein$ deter3inate !ithout necessit% of a ne! or further a$ree3ent bet!een the parties. @ere, this definition finds reali6ation. "ppellee-s E<hibit H"H ;pa$e 1, Records= affir3in$l% sho!s that the ori$inal +1, s5. 3. portion earlier sold lies at the 3iddle of 0ot #'#1*&*2 surrounded b% the re3ainin$ portion of the said 0ot #'#1*&*2 on three ;+= sides, in the east, in the !est and in the north. he northern boundar% is a #2 3eter road. Conclusivel%, therefore, this is the onl% re3ainin$ ,7' s5. 3. portion of 0ot #'#1*&*2 surroundin$ the +1, s5. 3. lot initiall% purchased b% Rodri$ue6. It is 5uite difined, deter3inate and certain. Dithal, this is the sa3e portion ad9unctivel% occupied and possessed b% Rodri$ue6 since Septe3ber 2', #'41, unperturbed b% an%one for over t!ent% ;27= %ears until appellee instituted this suit. hus, all of the essential ele3ents of a contract of sale are present, i.e., that there !as a 3eetin$ of the 3inds bet!een the parties, b% virtue of !hich the late /uan San "ndres undertoo> to transfer o!nership of and to deliver a deter3inate thin$ for a price certain in 3one%. "s "rt. #1), of the Civil Code provides. he contract of sale is perfected at the 3o3ent there is a 3eetin$ of 3inds upon the thin$ !hich is the ob9ect of the contract and upon the price. . . . hat the contract of sale is perfected !as confir3ed b% the for3er ad3inistrator of the estates, Ra3on San "ndres, !ho !rote a letter to respondent on March +7, #'44 as>in$ for P+77.77 as partial pa%3ent for the sub9ect lot. "s the Court of "ppeals observed. Dithout an% doubt, the receipt profoundl% spea>s of a 3eetin$ of the 3ind bet!een San "ndres and Rodri$ue6 for the sale of the propert% ad9oinin$ the +1, s5uare 3eter portion previousl% sold to Rodri$ue6 on its three ;+= sides e<ceptin$ the fronta$e. he price is certain, !hich is P#,.77 per s5uare 3eter. Evidentl%, this is a perfected contract of sale on a deferred pa%3ent of the purchase price. "ll the pre* re5uisite ele3ents for a valid purchase transaction are present. Sale does not re5uire an% for3al docu3ent for its e<istence and validit%. "nd deliver% of possession of land sold is a consu33ation of the sale ;Balar vs. @usain, 27 SCR" #(4 K#'4)L=. " private deed of sale is a valid contract bet!een the parties ;Carbonell v. C", 4' SCR" '' K#')4L=. In the sa3e vein, after the late /uan R. San "ndres received the P,77.77 do!npa%3ent on March +7, #'44, Ra3on R. San "ndres !rote a letter to Rodri$ue6 and received fro3 Rodri$ue6 the a3ount of P#77.77 ;althou$h P+77.77 !as bein$ re5uested= deductible fro3 the purchase price of the sub9ect portion. Enri5ue del Castillo, Ra3on-s authori6ed a$ent, correspondin$l% si$ned the receipt for the P#77.77. Surel%, this is e<plicitl% a veritable proof of he sale over the re3ainin$ portion of 0ot #'#1*&*2 and a confir3ation b% Ra3on San "ndres of the e<istence thereof. #4 here is a need, ho!ever, to clarif% !hat the Court of "ppeals said is a conditional contract of sale. "pparentl%, the appellate court considered as a HconditionH the stipulation of the parties that the full consideration, based on a surve% of the lot, !ould be due and pa%able !ithin five ;,= %ears fro3 the

e<ecution of a for3al deed of sale. It is evident fro3 the stipulations in the receipt that the vendor /uan San "ndres sold the residential lot in 5uestion to respondent and undertoo> to transfer the o!nership thereof to respondent !ithout an% 5ualification, reservation or condition. In Ang Yu Asuncion v. Court of Appeals, #) !e held. In Dignos v. Court of Appeals ;#,( SCR" +),=, !e have said that, althou$h deno3inated a HDeed of Conditional Sale,H a sale is still absolute !here the contract is devoid of an% proviso that title is reserved or the ri$ht to unilaterall% rescind is stipulated, e.g., until or unless the price is paid. O!nership !ill then be transferred to the bu%er upon actual or constructive deliver% ;e.g., b% the e<ecution of a public docu3ent= of the propert% sold. Dhere the condition is i3posed upon the perfection of the contract itself, the failure of the condition !ould prevent such perfection. If the condition is i3posed on the obli$ation of a part% !hich is not fulfilled, the other part% 3a% either !aive the condition or refuse to proceed !ith the sale. ;"rt. #,1,, Civil Code=. hus, in. one case, !hen the sellers declared in a HReceipt of Do!n Pa%3entH that the% received an a3ount as purchase price for a house and lot !ithout an% reservation of title until full pa%3ent of the entire purchase price, the i3plication !as that the% sold their propert%. #( In People's Industrial Commercial Corporation v. Court of Appeals, #' it !as stated. " deed of sale is considered absolute in nature !here there is neither a stipulation in the deed that title to the propert% sold is reserved in the seller until full pa%3ent of the price, nor one $ivin$ the vendor the ri$ht to unilaterall% resolve the contract the 3o3ent the bu%er fails to pa% !ithin a fi<ed period. "ppl%in$ these principles to this case, it cannot be $ainsaid that the contract of sale bet!een the parties is absolute, not conditional. here is no reservation of o!nership nor a stipulation providin$ for a unilateral rescission b% either part%. In fact, the sale !as consu33ated upon the deliver% of the lot to respondent. 27 hus, "rt. #1)) provides that the o!nership of the thin$ sold shall be transferred to the vendee upon the actual or constructive deliver% thereof. he stipulation that the Hpa%3ent of the full consideration based on a surve% shall be due and pa%able in five ;,= %ears fro3 the e<ecution of a for3al deed of saleH is not a condition !hich affects the efficac% of the contract of sale. It 3erel% provides the 3anner b% !hich the full consideration is to be co3puted and the ti3e !ithin !hich the sa3e is to be paid. &ut it does not affect in an% 3anner the effectivit% of the contract. Conse5uentl%, the contention that the absence of a for3al deed of sale stipulated in the receipt prevents the happenin$ of a sale has no 3erit. Second. Dith respect to the contention that the Court of "ppeals erred in upholdin$ the validit% of a consi$nation of P),7+,.77 representin$ the balance of the purchase price of the lot, no!here in the decision of the appellate court is there an% 3ention of consi$nation. 8nder "rt. #2,) of this Civil Code, consi$nation is proper onl% in cases !here an e<istin$ obli$ation is due. In this case, ho!ever, the contractin$ parties a$reed that full pa%3ent of purchase price shall be due and pa%able !ithin five ;,= %ears fro3 the e<ecution of a for3al deed of sale. "t the ti3e respondent deposited the a3ount of P),7+,.77 in the court, no for3al deed of sale had %et been e<ecuted b% the parties, and, therefore, the five*%ear period durin$ !hich the purchase price should be paid had not co33enced. In short, the purchase price !as not %et due and pa%able.

his is not to sa%, ho!ever, that the deposit of the purchase price in the court is erroneous. he Court of "ppeals correctl% ordered the e<ecution of a deed of sale and petitioners to accept the a3ount deposited b% respondent. hird. he clai3 of petitioners that the price of P),7+,.77 is ini5uitous is untenable. he a3ount is based on the a$ree3ent of the parties as evidenced b% the receipt ;E<h. 2=. i3e and a$ain, !e have stressed the rule that a contract is the la! bet!een the parties, and courts have no choice but to enforce such contract so lon$ as the% are not contrar% to la!, 3orals, $ood custo3s or public polic%. Other!ise, court !ould be interferin$ !ith the freedo3 of contract of the parties. Si3pl% put, courts cannot stipulate for the parties nor a3end the latter-s a$ree3ent, for to do so !ould be to alter the real intentions of the contractin$ parties !hen the contrar% function of courts is to $ive force and effect to the intentions of the parties. !ourth. ?inall%, petitioners ar$ue that respondent is barred b% prescription and laches fro3 enforcin$ the contract. his contention is li>e!ise untenable. he contract of sale in this case is perfected, and the deliver% of the sub9ect lot to respondent effectivel% transferred o!nership to hi3. ?or this reason, respondent see>s to co3pl% !ith his obli$ation to pa% the full purchase price, but because the deed of sale is %et to be e<ecuted, he dee3ed it appropriate to deposit the balance of the purchase price in court. "ccordin$l%, "rt. ##11 of the Civil Code has no application to the instant case. 2# Considerin$ that a surve% of the lot has alread% been conducted and approved b% the &ureau of 0ands, respondent-s heirs, assi$n or successors*in*interest should rei3burse the e<penses incurred b% herein petitioners, pursuant to the provisions of the contract. D@ERE?ORE, the decision of the Court of "ppeals is "??IRMED !ith the 3odification that respondent is ORDERED to rei3burse petitioners for the e<penses of the surve%. SO ORDERED. "ellosillo and "uena# $$.# concur. %uisum&ing and De 'eon# $r.# $$.# are on leave. FIRST DI ISION