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Manuel Luis Sanches vs Mapalad Realty Corporation [GR No.

148516, December 27, 2007]


Facts:
Respondent Mapalad was the registered owner of 4 parcels of land located along Roxas Boulevard,
Baclaran, Paranaque. On March 21, 1986, shortly after EDSA revolution, Jose Campos executed an
affidavit admitting that Mapaladd was one of the companies held in trust for former President
Marcos. Campos turned over, all assets, properties, records and documents pertaining to Mapalad to
the new administration led by President Corazon Aquino. PCSS issued writs of sequestration for
Mapalad and all its properties. Rolando Josef, appointed Vice President/Treasurer and GM of
Mapalad, discovered for that there was 4 TCTs missing. Josef inquired about it and discovered Felicito
Manalili, Mapalads former director and general manager took them. On November 16, 1992,
Nordelak Development Corporation filed a notice of adverse claim over the subject properties based
on deed of sale purportedly executed by Miguel Magsaysay in his capacity as President and board
chairman of Mapalad. A. Magsaysay Inc., a corporation controlled by Miguel Magsaysay, acquired
ownership of all the shares of stock of Mapalad however was terminated after selling all his shares to
Novo Properties on December 3, 1982.
Mapalad commenced the present action for annulment of deed of sale and reconveyance of title with
damages against Nordelak. During the pendency of the case, Nordelak sold the subject property to a
certain Manuel Luis Sanchez, now petitioner.
Issue:
Whether or not there is a valid sale between Mapalad and Nordelak.
Ruling:
A contract is defined as a juridical convention manifested in legal forms, by virtue of which one or
more persons bind themselves in favour of another, to give, to do or not to do. The essential
requisites of a valid contract of sale are (a) consent of the contracting parties, (b) object certain, and
(c) cause of obligation. Consent may be given only by a person with legal capacity to give consent. In
the case of juridical person such as corporation like Mapalad, consent may only be granted through
its officers who have been duly authorized by its board of directors.
In the present case, consent was purportedly given by Miguel Magsaysay, the person who signed for
and in behalf of Mapalad in the deed of absolute sale. However, during the trial, he admitted to be no
longer connected with Mapalad because he already divested all his interests in said corporation as
early as 1982. Even assuming, for the sake of argument, the signatures were genuine, it would still be
voidable for lack of authority resulting in his capacity to give consent on the part of Mapalad.
Balatbat v. CA
Facts:
A parcel of land was acquired by plaintiff Aurelio Roque and Maria Mesina during their conjugal
union. Maria died on August 28, 1966. On June 15, 1977, Aurelio filed a case for partition. The trial
court held that Aurelio is entitled to the portion at his share in the conjugal property, and 1/5 of
the other half which formed part of Marias estate, divided equally among him at his 4 children. The
decision having become final and executory, the Register of Deeds of Manila issued a transfer
certificate of title on October 5, 1979 according to the ruling of the court. On April 1, 1980, Aurelio
sold his 6/10 share to spouses Aurora Tuazon-Repuyan and Jose Repuyan, as evidenced by a deed of
absolute sale. On June 21, 1980, Aurora caused the annotation of her affidavit of adverse claim. On
August 20, 1980, Aurelio filed a complaint for rescission of contract grounded on the buyers failure
to pay the balance of the purchase price. On February 4, 1982, another deed of absolute sale was
executed between Aurelio and his children, and herein petitioner Clara Balatbat, involving the entire
lot. Balatbat filed a motion for the issuance of writ of possession, which was granted by the court on
September 20, 1982, subject to valid rights and interests of third persons. Balatbat filed a motion to
intervene in the rescission case, but did not file her complaint in intervention. The court ruled that
the sale between Aurelio and Aurora is valid.
Issues:
(1) Whether the alleged sale to private respondents was merely executory
(2) Whether there was double sale
(3) Whether petitioner is a buyer in good faith and for value
Held:
(1) Contrary to petitioner's contention that the sale dated April 1, 1980 in favor of private
respondents Repuyan was merely executory for the reason that there was no delivery of the subject
property and that consideration/price was not fully paid, we find the sale as consummated, hence,
valid and enforceable. The Court dismissed vendor's Aurelio Roque complaint for rescission of the
deed of sale and declared that the Sale dated April 1, 1980, as valid and enforceable. No appeal
having been made, the decision became final and executory.
The execution of the public instrument, without actual delivery of the thing, transfers the ownership
from the vendor to the vendee, who may thereafter exercise the rights of an owner over the same.In
the instant case, vendor Roque delivered the owner's certificate of title to herein private respondent.
The provision of Article 1358 on the necessity of a public document is only for convenience, not for
validity or enforceability. It is not a requirement for the validity of a contract of sale of a parcel of
land that this be embodied in a public instrument. A contract of sale being consensual, it is perfected
by the mere consent of the parties. Delivery of the thing bought or payment of the price is not
necessary for the perfection of the contract; and failure of the vendee to pay the price after the
execution of the contract does not make the sale null and void for lack of consideration but results at
most in default on the part of the vendee, for which the vendor may exercise his legal remedies.
(2) Article 1544 of the Civil Code provides that in case of double sale of an immovable property,
ownership shall be transferred (1) to the person acquiring it who in good faith first recorded it in the
Registry of Property; (2) in default thereof, to the person who in good faith was first in possession;
and (3) in default thereof, to the person who presents the oldest title, provided there is good faith. In
the case at bar, vendor Aurelio Roque sold 6/10 portion of his share to private respondents Repuyan
on April 1, 1980. Subsequently, the same lot was sold again by vendor
Aurelio Roque (6/10) and his children (4/10), represented by the Clerk of Court pursuant to Section
10, Rule 39 of the Rules of Court, on February 4, 1982. Undoubtedly, this is a case of double sale
contemplated under Article 1544 of the New Civil Code.
Evidently, private respondents Repuyan's caused the annotation of an adverse claim on the title of
the subject property on July 21, 1980. The annotation of the adverse claim in the Registry of Property
is sufficient compliance as mandated by law and serves notice to the whole world. On the other hand,
petitioner filed a notice of lis pendens only on February 2, 1982. Accordingly, private respondents
who first caused the annotation of the adverse claim in good faith shall have a better right over
herein petitioner. As between two purchasers, the one who has 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. Further, even in default of the first registrant or first in possession,
private respondents have presented the oldest title. Thus, private respondents who acquired the
subject property in good faith and for valuable consideration established a superior right as against
the petitioner.

(3) Petitioner cannot be considered as a buyer in good faith. If petitioner did investigate before
buying the land on February 4, 1982, she should have known that there was a pending case and an
annotation of adverse claim was made in the title of the property before the Register of Deeds and
she could have discovered that the subject property was already sold to the private respondents. It is
incumbent upon the vendee of the property to ask for the delivery of the owner's duplicate copy of
the title from the vendor. One who purchases real estate with knowledge of a defect or lack of title in
his vendor cannot claim that he has acquired title thereto in good faith as against the true owner of
the land or of an interest therein; and the same rule must be applied to one who has knowledge of
facts which should have put him upon such inquiry and investigation as might be necessary to
acquaint him with the defects in the title of his vendor. Good faith, or the want of it is not a visible,
tangible fact that can be seen or touched, but rather a state or condition of mind which can only be
judged of by actual or fancied tokens or signs.

Gaite vs. Fonacier, [G.R. No. L-11827, July 31, 1961]
Facts: Fonacier owned 11 iron lode mineral claims, known as the Dawahan Group, located
inCamarines Norte. He appointed Gaite as his attorney-in-fact to enter into contracts withindividual
or juridical persons for the exploration and development of the mining claims.Gaite in turn executed
a general assignment conveying the development of the miningclaims into the Larap Iron Mines, a
single proprietorship owned by him. Then he startedthe development of those mining claims.
Fonacier decided to revoke the authority granted by him to Gaite, and Gaite assented,subject to
certain conditions. They entered into a contract, where Gaite transferred toFonacier, for P20k, all his
rights and interests on the roads and facilities in the claims, plusthe right to use the business name
Larap Iron Mines. Gaite also transferred to Fonacier,for P75k, all this rights and interests over the
tons of iron ore that he already extractedfrom the mineral claims. P10k of this was paid upon signing
and the contract stated that the balance of P65k will be paid from and out of the first letter of credit
coveringthe first shipment of iron ores and of the first account derived from the local saleof iron ore
made by Larap. To seucre the payment, Fonacier delivered to Gaite a suretybond. Gaite wanted
another bond, so Fonacier executed a second one, but it provided thatthe liability of the surety
company would attach only when there had been an actual saleof iron ore for an amount of no less
than P65k, and that the liability of said suretycompany would automatically expire on Dec 1955.
Up to Dec 1955, when the bond expired with respect to the surety company, no sale of thetons of
iron ore had been made by Larap, nor had the P65k balance of the price of said orebeen paid to Gaite
by Fonacier and his sureties, the second bond automatically expired.And when Fonacier and his
sureties failed to pay, Gaite filed the present complaint againstthem for the payment of the P65k
balance.
The defendants set up the defense that the obligation sued upon by Gaitewas subject to a
condition that the amount of P65k would be payable out of thefirst letter of credit covering the first
shipment of iron ore and/or the first amountderived from the local sale of the iron ore by Larap, and
that up to the time of thefiling of the complaint no sale of the iron ore had been made. Therefore,
theobligation was not due and demandable yet.
The lower court held in favor of Gaite, and the defendants were ordered to pay theP65k.
The lower court held that the oblig of the defendants to pay Gaitewas one with a term: that it would
be paid upon the sale of sufficient iron ore,such sale to be effected on or before Dec 1955, and that
as the latter failed to putup a good and sufficient security after the bond expired, the oblig became
due anddemandable.Issue: Is the obligation of Fonacier to pay Gaite the P65k an obligation with a
period or term andnot one with a suspensive condition?Held: Obligation was subject to a suspensive
period or term. Lower court decision affirmed.
A contract of sale is normally commutative and onerous. Not only does each of the partiesassume a
correlative obligation (the seller to deliver and transfer ownership of the thingsold and the buyer to
pay the price), but each party anticipates performance by the otherfrom the very start. While in a
sale the obligation of one party can be lawfully subordinatedto an uncertain event, so that the other
understands that he assumes the risk of receivingnothing for what he gives, it isnt in the usual course
of business to do so. Hence, thecontingent character of the obligation must clearly appear. Nothing is
found in the recordto evidence that Gaite desired or assumed to run the risk of losing his right over
the orewithout getting paid for it, or that Fonacier understood that Gaite assumed any such risk.This
is proven by the fact that Gaite insisted on a bond to guarantee payment of the P65k.
Plus, to subordinate the oblig to pay the remaining P65k as condition precedent would
betantamount to leaving the payment at the discretion of the debtor, for the sale or shipmentcould
not be made unless steps were taken to sell the ore.
Fonacier has forefeited the right to compel Gaite to wait for the sale of the ore beforereceiving
payment of the balance of P65k, because of their failure to renew the bond orelse replace it with an
equivalent guarantee.
SPOUSES BUENAVENTURA VS. CA
Facts: Sought to be declared null and void ab initio are certain deeds of sale of real property executed
by defendant parents Leonardo Joaquin and Feliciana Landrito in favor of their co-defendant children.
The petitioners contend that there was no actual valid consideration and that assuming that there
was consideration in the sums reflected the properties are more than three-fold times more valuable
than the small sums appearing therein. The RTC ruled in favor of the defendants and dismissed the
case. RTCs ruling was affirmed by CA. Hence the appeal.
Issue:Whether or not there was a valid consideration in the deeds of sale
Held: If there is a meeting of the minds of the parties as to the price, the contract of sale is valid,
despite the manner of payment, or even the breach of that manner of payment. If the real price is
not stated in the contract, then the contract of sale is valid but subject to reformation.
Art. 1355. Except in cases specified by law, lesion or inadequacy of cause shall not invalidate a
contract, unless there has been fraud, mistake or undue influence.
Article 1470 of the Civil Code further provides:Gross inadequacy of price does not affect a contract of
sale, except as may indicate a defect in the consent, or that the parties really intended a donation or
some other act or contract.
Petitioners failed to prove any of the instances mentioned in Articles 1355 and 1470 of the Civil Code
which would invalidate, or even affect, the Deeds of Sale. Indeed, there is no requirement that the
price be equal to the exact value of the subject matter of sale. All the respondents believed that they
received the commutative value of what they gave.

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