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[G.R. No. 103577. October 7, 1996]
GONALE! "#or $er%e&# '() o( be$'&# o# *&or'+)' C. T,--er, '% 'ttor(e./+(/#'ct0,
'() RAMONA 3ATRICIA ALCARA, '%%+%te) b. GLORIA *. NOEL '% 'ttor(e./+(/
#'ct, respondents.
1 E C I ! I O N
The petition before us has its roots in a complaint for specific performance to compel herein
petitioners (except the last name! "atalina #alais $abana%& to consummate the sale of a parcel
of lan 'ith its impro(ements locate alon% Roose(elt )(enue in *ue+on "ity entere into by the
parties sometime in ,anuary -./0 for the price of 1-!234!4445445
The unispute facts of the case 'ere summari+e by responent court in this 'ise6
On January 19, 1985, defendants-appellants Romulo Coronel, et. al. (hereinafter referred to as Coronels)
exeuted a doument entitled !Reeipt of "o#n $ayment% (&xh. !'%) in fa(or of plaintiff Ramona $atriia
'lara) (hereinafter referred to as Ramona) #hih is reprodued hereunder*
P1,240,000.00 - Total amount
50,000.00 - Don !a"ment
P1,1#0,000.00 - $alan%e
Re%e&'e( )*om M&++ Ramona Pat*&%&a Al%a*a, o) 14- T&mo., /ue,on C&t", t0e +um o) F&)t" T0ou+an( Pe+o+
!u*%0a+e !*&%e o) ou* &n0e*&te( 0ou+e an( lot, %o'e*e( 1" TCT No. 11#-22 o) t0e Re.&+t*" o) Dee(+ o)
/ue,on C&t", &n t0e total amount o) P1,240,000.00.
We 1&n( ou*+el'e+ to e))e%t t0e t*an+)e* &n ou* name+ )*om ou* (e%ea+e( )at0e*, Con+tan%&o P. Co*onel, t0e
t*an+)e* %e*t&)&%ate o) t&tle &mme(&atel" u!on *e%e&!t o) t0e (on !a"ment a1o'e-+tate(.
On ou* !*e+entat&on o) t0e TCT al*ea(" &n o* name, We &ll &mme(&atel" e3e%ute t0e (ee( o) a1+olute +ale
o) +a&( !*o!e*t" an( M&++ Ramona Pat*&%&a Al%a*a, +0all &mme(&atel" !a" t0e 1alan%e o)
t0e P1,1#0,000.00.
Clearly, the onditions appurtenant to the sale are the follo#in+*
1. Ramona #ill ma,e a do#n payment of -ifty .housand ($5/,///.//) pesos upon exeution of the
doument aforestated0
1. .he Coronels #ill ause the transfer in their names of the title of the property re+istered in the name
of their deeased father upon reeipt of the -ifty .housand ($5/,///.//) $esos do#n payment0
2. 3pon the transfer in their names of the su45et property, the Coronels #ill exeute the deed of
a4solute sale in fa(or of Ramona and the latter #ill pay the former the #hole 4alane of One 6illion One
7undred 8inety .housand ($1,19/,///.//) $esos.
On the same date (January 15, 1985), plaintiff-appellee Conepion ". 'lara) (hereinafter referred to as
Conepion), mother of Ramona, paid the do#n payment of -ifty .housand ($5/,///.//) $esos (&xh. !9%,
&xh. !1%).
On -e4ruary :, 1985, the property ori+inally re+istered in the name of the Coronel;s father #as transferred
in their names under .C. 8o. 21</=2 (&xh. !"%0 &xh !=%)
On -e4ruary 18, 1985, the Coronels sold the property o(ered 4y .C. 8o. 21</=2 to inter(enor-appellant
Catalina 9. 6a4ana+ (hereinafter referred to as Catalina) for One 6illion -i(e 7undred &i+hty .housand
($1,58/,///.//) $esos after the latter has paid .hree 7undred .housand ($2//,///.//) $esos (&xhs. !--2%0
&xh. !:-C%)
-or this reason, Coronels aneled and resinded the ontrat (&xh. !'%) #ith Ramona 4y depositin+ the
do#n payment paid 4y Conepion in the 4an, in trust for Ramona $atriia 'lara).
On -e4ruary 11, 1985, Conepion, et. al., filed a omplaint for a speifi performane a+ainst the
Coronels and aused the annotation of a notie of l&+ !en(en+ at the 4a, of .C. 8o. 21<=/2 (&xh. !&%0
&xh. !5%).
On 'pril 1, 1985, Catalina aused the annotation of a notie of ad(erse laim o(erin+ the same property
#ith the Re+istry of "eeds of >ue)on City (&xh. !-%0 &xh. !:%).
On 'pril 15, 1985, the Coronels exeuted a "eed of '4solute ?ale o(er the su45et property in fa(or of
Catalina (&xh. !@%0 &xh. !<%).
On June 5, 1985, a ne# title o(er the su45et property #as issued in the name of Catalina under .C. 8o.
251581 (&xh. !7%0 &xh. !8%).
(Rollo, pp. 12=-12:)
In the course of the proceein%s before the trial court (#ranch /7! RT"! *ue+on "ity& the
parties a%ree to submit the case for ecision solely on the basis of ocumentary exhibits5 Thus!
plaintiffs therein (no' pri(ate responents& proffere their ocumentary e(ience accorin%ly
mar8e as 9xhibits :); throu%h :,;! inclusi(e of their corresponin% submar8in%s5 )optin% these
same exhibits as their o'n! then efenants (no' petitioners& accorin%ly offere an mar8e
them as 9xhibits :-; throu%h :-4;! li8e'ise inclusi(e of their corresponin% submar8in%s5 <pon
motion of the parties! the trial court %a(e them thirty (74& ays 'ithin 'hich to simultaneously
submit their respecti(e memorana! an an aitional -0 ays 'ithin 'hich to submit their
corresponin% comment or reply thereto! after 'hich! the case 'oul be eeme submitte for
On )pril -3! -.//! the case 'as submitte for resolution before ,u%e Reynalo Roura! 'ho
'as then temporarily etaile to presie o(er #ranch /2 of the RT" of *ue+on "ity5 On $arch -!
-./.! =u%ment 'as hane o'n by ,u%e Roura from his re%ular bench at $acabebe!
1ampan%a for the *ue+on "ity branch! isposin% as follo's6
A7&R&-OR&, 5ud+ment for speifi performane is here4y rendered orderin+ defendant to exeute in
fa(or of plaintiffs a deed of a4solute sale o(erin+ that parel of land em4raed in and o(ered 4y .ransfer
Certifiate of .itle 8o. 21<=/2 (no# .C. 8o. 221581) of the Re+istry of "eeds for >ue)on City, to+ether
#ith all the impro(ements existin+ thereon free from all liens and enum4ranes, and one aomplished,
to immediately deli(er the said doument of sale to plaintiffs and upon reeipt thereof, the plaintiffs are
ordered to pay defendants the #hole 4alane of the purhase prie amountin+ to$1,19/,///.// in
ash. .ransfer Certifiate of .itle 8o. 221581 of the Re+istry of "eeds for >ue)on City in the name of
inter(enor is here4y aneled and delared to 4e #ithout fore and effet. "efendants and inter(enor and all
other persons laimin+ under them are here4y ordered to (aate the su45et property and deli(er possession
thereof to plaintiffs. $laintiffs; laim for dama+es and attorney;s fees, as #ell as the ounterlaims of
defendants and inter(enors are here4y dismissed.
8o pronounement as to osts.
?o Ordered.
6aa4e4e, $ampan+a for >ue)on City, 6arh 1, 1989.
(Rollo, p. 1/:)
) motion for reconsieration 'as file by petitioners before the ne' presiin% =u%e of the
*ue+on "ity RT" but the same 'as enie by ,u%e 9strella T5 9straa! thusly6
.he prayer ontained in the instant motion, i.e., to annul the deision and to render ane# deision 4y the
undersi+ned $residin+ Jud+e should 4e denied for the follo#in+ reasons* (1) .he instant ase 4eame
su4mitted for deision as of 'pril 1=, 1988 #hen the parties terminated the presentation of their respeti(e
doumentary e(idene and #hen the $residin+ Jud+e at that time #as Jud+e Reynaldo Roura. .he fat that
they #ere allo#ed to file memoranda at some future date did not han+e the fat that the hearin+ of the ase
#as terminated 4efore Jud+e Roura and therefore the same should 4e su4mitted to him for deision0 (1)
Ahen the defendants and inter(enor did not o45et to the authority of Jud+e Reynaldo Roura to deide the
ase prior to the rendition of the deision, #hen they met for the first time 4efore the undersi+ned $residin+
Jud+e at the hearin+ of a pendin+ inident in Ci(il Case 8o. >-=:1=5 on 8o(em4er 11, 1988, they #ere
deemed to ha(e aBuiesed thereto and they are no# estopped from Buestionin+ said authority of Jud+e
Roura after they reei(ed the deision in Buestion #hih happens to 4e ad(erse to them0 (2) Ahile it is true
that Jud+e Reynaldo Roura #as merely a Jud+e-on-detail at this 9ranh of the Court, he #as in all respets
the $residin+ Jud+e #ith full authority to at on any pendin+ inident su4mitted 4efore this Court durin+ his
inum4eny. Ahen he returned to his Offiial ?tation at 6aa4e4e, $ampan+a, he did not lose his
authority to deide or resol(e ases su4mitted to him for deision or resolution 4eause he ontinued as
Jud+e of the Re+ional .rial Court and is of o-eBual ran, #ith the undersi+ned $residin+ Jud+e. .he
standin+ rule and supported 4y 5urisprudene is that a Jud+e to #hom a ase is su4mitted for deision has
the authority to deide the ase not#ithstandin+ his transfer to another 4ranh or re+ion of the same ourt
(?e. 9, Rule 125, Rule of Court).
Comin+ no# to the t#in prayer for reonsideration of the "eision dated 6arh 1, 1989 rendered in the
instant ase, resolution of #hih no# pertains to the undersi+ned $residin+ Jud+e, after a metiulous
examination of the doumentary e(idene presented 4y the parties, she is on(ined that the "eision of
6arh 1, 1989 is supported 4y e(idene and, therefore, should not 4e distur4ed.
C8 DC&A O- .7& -OR&@OC8@, the !6otion for Reonsideration andEor to 'nnul "eision and Render
'ne# "eision 4y the Cnum4ent $residin+ Jud+e% dated 6arh 1/, 1989 is here4y "&8C&".
?O OR"&R&".
>ue)on City, $hilippines, July 11, 1989.
(Rollo, pp. 1/8-1/9)
1etitioners thereupon interpose an appeal! but on December ->! -..-! the "ourt of
)ppeals (#uena! ?on+a%a@Reyes! )ba@Santos (1&! ,,5& renere its ecision fully a%reein% 'ith
the trial court5
Hence! the instant petition 'hich 'as file on $arch 0! -..25 The last pleain%! pri(ate
responentsA Reply $emoranum! 'as file on September -0! -..75 The case 'as! ho'e(er! re@
raffle to unersi%ne ponente only on )u%ust 2/! -..>! ue to the (oluntary inhibition of the
,ustice to 'hom the case 'as last assi%ne5
Bhile 'e eem it necessary to introuce certain refinements in the isCuisition of
responent court in the affirmance of the trial courtAs ecision! 'e efinitely fin the instant
petition bereft of merit5
The heart of the contro(ersy 'hich is the ultimate 8ey in the resolution of the other issues in
the case at bar is the precise etermination of the le%al si%nificance of the ocument entitle
:Receipt of Do'n 1ayment; 'hich 'as offere in e(ience by both parties5 There is no ispute
as to the fact that the sai ocument emboie the binin% contract bet'een Ramona 1atricia
)lcara+ on the one han! an the heirs of "onstancio 15 "oronel on the other! pertainin% to a
particular house an lot co(ere by T"T No5 --.>2D! as efine in )rticle -740 of the "i(il "oe
of the 1hilippines 'hich reas as follo's6
Art. 1305. ' ontrat is a meetin+ of minds 4et#een t#o persons #here4y one 4inds himself, #ith respet
to the other, to +i(e somethin+ or to render some ser(ie.
Bhile! it is the position of pri(ate responents that the :Receipt of Do'n 1ayment; emboie
a perfecte contract of sale! 'hich perforce! they see8 to enforce by means of an action for
specific performance! petitioners on their part insist that 'hat the ocument si%nifie 'as a mere
executory contract to sell! sub=ect to certain suspensi(e conitions! an because of the absence
of Ramona 15 )lcara+! 'ho left for the <nite States of )merica! sai contract coul not possibly
ripen into a contract of absolute sale5
1lainly! such (ariance in the contenin% partiesA contention is brou%ht about by the 'ay each
interprets the terms anEor conitions set forth in sai pri(ate instrument5 Bithal! base on
'hate(er rele(ant an amissible e(ience may be a(ailable on recor! this "ourt! as 'ere the
courts belo'! is no' calle upon to a=u%e 'hat the real intent of the parties 'as at the time the
sai ocument 'as execute5
The "i(il "oe efines a contract of sale! thus6
Art. 1458. 9y the ontrat of sale one of the ontratin+ parties o4li+ates himself to transfer the o#nership
of and to deli(er a determinate thin+, and the other to pay therefor a prie ertain in money or its
Sale! by its (ery nature! is a consensual contract because it is perfecte by mere
consent5 The essential elements of a contract of sale are the follo'in%6
a) Consent or meetin+ of the minds, that is, onsent to transfer o#nership in exhan+e for the prie0
4) "eterminate su45et matter0 and
) $rie ertain in money or its eBui(alent.
<ner this efinition! a "ontract to Sell may not be consiere as a
"ontract of Sale because the first essential element is lac8in%5 In a contract to sell! the
prospecti(e seller explicitly reser(es the transfer of title to the prospecti(e buyer! meanin%! the
prospecti(e seller oes not as yet a%ree or consent to transfer o'nership of the property sub=ect
of the contract to sell until the happenin% of an e(ent! 'hich for present purposes 'e shall ta8e as
the full payment of the purchase price5 Bhat the seller a%rees or obli%es himself to o is to fulfill
his promise to sell the sub=ect property 'hen the entire amount of the purchase price is eli(ere
to him5 In other 'ors the full payment of the purchase price parta8es of a suspensi(e conition!
the non@fulfillment of 'hich pre(ents the obli%ation to sell from arisin% an thus! o'nership is
retaine by the prospecti(e seller 'ithout further remeies by the prospecti(e buyer5 In Roque
vs. Lapuz (96 SCRA 741 [1980])! this "ourt ha occasion to rule6
7ene, Ae hold that the ontrat 4et#een the petitioner and the respondent #as a ontrat to sell #here the
o#nership or title is retained 4y the seller and is not to pass until the full payment of the prie, suh
payment 4ein+ a positi(e suspensi(e ondition and failure of #hih is not a 4reah, asual or serious, 4ut
simply an e(ent that pre(ented the o4li+ation of the (endor to on(ey title from aBuirin+ 4indin+ fore.
State positi(ely! upon the fulfillment of the suspensi(e conition 'hich is the full payment of
the purchase price! the prospecti(e sellerAs obli%ation to sell the sub=ect property by enterin% into
a contract of sale 'ith the prospecti(e buyer becomes emanable as pro(ie in )rticle -3D. of
the "i(il "oe 'hich states6
Art. 1479. ' promise to 4uy and sell a determinate thin+ for a prie ertain is reiproally demanda4le.
'n aepted unilateral promise to 4uy or to sell a determinate thin+ for a prie ertain is 4indin+ upon the
promissor of the promise is supported 4y a onsideration distint from the prie.
) contract to sell may thus be efine as a bilateral contract 'hereby the prospecti(e seller!
'hile expressly reser(in% the o'nership of the sub=ect property espite eli(ery thereof to the
prospecti(e buyer! bins himself to sell the sai property exclusi(ely to the prospecti(e buyer
upon fulfillment of the conition a%ree upon! that is! full payment of the purchase price5
) contract to sell as efine hereinabo(e! may not e(en be consiere as a conitional
contract of sale 'here the seller may li8e'ise reser(e title to the property sub=ect of the sale until
the fulfillment of a suspensi(e conition! because in a conitional contract of sale! the first
element of consent is present! althou%h it is conitione upon the happenin% of a contin%ent
e(ent 'hich may or may not occur5 If the suspensi(e conition is not fulfille! the perfection of the
contract of sale is completely abate (cf5 Homeste an! Housn" Co#p. vs. Cou#t o$ Appea%s& 1''
SCRA 777 [1984]&5 Ho'e(er! if the suspensi(e conition is fulfille! the contract of sale is thereby
perfecte! such that if there ha alreay been pre(ious eli(ery of the property sub=ect of the sale
to the buyer! o'nership thereto automatically transfers to the buyer by operation of la' 'ithout
any further act ha(in% to be performe by the seller5
In a contract to sell! upon the fulfillment of the suspensi(e conition 'hich is the full payment
of the purchase price! o'nership 'ill not automatically transfer to the buyer althou%h the property
may ha(e been pre(iously eli(ere to him5 The prospecti(e seller still has to con(ey title to the
prospecti(e buyer by enterin% into a contract of absolute sale5
It is essential to istin%uish bet'een a contract to sell an a conitional contract of sale
specially in cases 'here the sub=ect property is sol by the o'ner not to the party the seller
contracte 'ith! but to a thir person! as in the case at bench5 In a contract to sell! there bein% no
pre(ious sale of the property! a thir person buyin% such property espite the fulfillment of the
suspensi(e conition such as the full payment of the purchase price! for instance! cannot be
eeme a buyer in ba faith an the prospecti(e buyer cannot see8 the relief of recon(eyance of
the property5 There is no ouble sale in such case5 Title to the property 'ill transfer to the buyer
after re%istration because there is no efect in the o'ner@sellerAs title pe# se! but the latter! of
course! may be sue for ama%es by the intenin% buyer5
In a conitional contract of sale! ho'e(er! upon the fulfillment of the suspensi(e conition!
the sale becomes absolute an this 'ill efinitely affect the sellerAs title thereto5 In fact! if there
ha been pre(ious eli(ery of the sub=ect property! the sellerAs o'nership or title to the property is
automatically transferre to the buyer such that! the seller 'ill no lon%er ha(e any title to transfer
to any thir person5 )pplyin% )rticle -033 of the "i(il "oe! such secon buyer of the property
'ho may ha(e ha actual or constructi(e 8no'le%e of such efect in the sellerAs title! or at least
'as char%e 'ith the obli%ation to isco(er such efect! cannot be a re%istrant in %oo
faith5 Such secon buyer cannot efeat the first buyerAs title5 In case a title is issue to the
secon buyer! the first buyer may see8 recon(eyance of the property sub=ect of the sale5
Bith the abo(e postulates as %uielines! 'e no' procee to the tas8 of ecipherin% the real
nature of the contract entere into by petitioners an pri(ate responents5
It is a canon in the interpretation of contracts that the 'ors use therein shoul be %i(en
their natural an orinary meanin% unless a technical meanin% 'as intene ( (an vs. Cou#t o$
Appea%s& )1) SCRA *86 [199)]&5 Thus! 'hen petitioners eclare in the sai :Receipt of Do'n
1ayment; that they @@
Reei(ed from 6iss Ramona $atriia 'lara) of 1=: .imo+, >ue)on City, the sum of -ifty .housand
$esos purchase price of our inherited house and lot, o(ered 4y .C. 8o. 1199:1< of the Re+istry of
"eeds of >ue)on City, in the total amount of $1,1=/,///.//.
'ithout any reser(ation of title until full payment of the entire purchase price! the natural an
orinary iea con(eye is that they sol their property5
Bhen the :Receipt of Do'n payment; is consiere in its entirety! it becomes more manifest
that there 'as a clear intent on the part of petitioners to transfer title to the buyer! but since the
transfer certificate of title 'as still in the name of petitionerAs father! they coul not fully effect such
transfer althou%h the buyer 'as then 'illin% an able to immeiately pay the purchase
price5 Therefore! petitioners@sellers unertoo8 upon receipt of the o'n payment from pri(ate
responent Ramona 15 )lcara+! to cause the issuance of a ne' certificate of title in their names
from that of their father! after 'hich! they promise to present sai title! no' in their names! to the
latter an to execute the ee of absolute sale 'hereupon! the latter shall! in turn! pay the entire
balance of the purchase price5
The a%reement coul not ha(e been a contract to sell because the sellers herein mae no
express reser(ation of o'nership or title to the sub=ect parcel of lan5 Furthermore! the
circumstance 'hich pre(ente the parties from enterin% into an absolute contract of sale
pertaine to the sellers themsel(es (the certificate of title 'as not in their names& an not the full
payment of the purchase price5 <ner the establishe facts an circumstances of the case! the
"ourt may safely presume that! ha the certificate of title been in the names of petitioners@sellers
at that time! there 'oul ha(e been no reason 'hy an absolute contract of sale coul not ha(e
been execute an consummate ri%ht there an then5
$oreo(er! unli8e in a contract to sell! petitioners in the case at bar i not merely promise to
sell the property to pri(ate responent upon the fulfillment of the suspensi(e conition5 On the
contrary! ha(in% alreay a%ree to sell the sub=ect property! they unertoo8 to ha(e the certificate
of title chan%e to their names an immeiately thereafter! to execute the 'ritten ee of absolute
Thus! the parties i not merely enter into a contract to sell 'here the sellers! after
compliance by the buyer 'ith certain terms an conitions! promise to sell the property to the
latter5 Bhat may be percei(e from the respecti(e unerta8in%s of the parties to the contract is
that petitioners ha alreay a%ree to sell the house an lot they inherite from their father!
completely 'illin% to transfer o'nership of the sub=ect house an lot to the buyer if the ocuments
'ere then in orer5 It =ust so happene! ho'e(er! that the transfer certificate of title 'as then still
in the name of their father5 It 'as more expeient to first effect the chan%e in the certificate of title
so as to bear their names5 That is 'hy they unertoo8 to cause the issuance of a ne' transfer of
the certificate of title in their names upon receipt of the o'n payment in the amount
of 104!4445445 )s soon as the ne' certificate of title is issue in their names! petitioners 'ere
committe to immeiately execute the ee of absolute sale5 Only then 'ill the obli%ation of the
buyer to pay the remainer of the purchase price arise5
There is no oubt that unli8e in a contract to sell 'hich is most commonly entere into so as
to protect the seller a%ainst a buyer 'ho intens to buy the property in installment by 'ithholin%
o'nership o(er the property until the buyer effects full payment therefor! in the contract entere
into in the case at bar! the sellers 'ere the ones 'ho 'ere unable to enter into a contract of
absolute sale by reason of the fact that the certificate of title to the property 'as still in the name
of their father5 It 'as the sellers in this case 'ho! as it 'ere! ha the impeiment 'hich
pre(ente! so to spea8! the execution of an contract of absolute sale5
Bhat is clearly establishe by the plain lan%ua%e of the sub=ect ocument is that 'hen the
sai :Receipt of Do'n 1ayment; 'as prepare an si%ne by petitioners Romulo )5 "oronel! et.
a%.& the parties ha a%ree to a conitional contract of sale! consummation of 'hich is sub=ect
only to the successful transfer of the certificate of title from the name of petitionersA father!
"onstancio 15 "oronel! to their names5
The "ourt si%nificantly notes that this suspensi(e conition 'as! in fact! fulfille on February
>! -./0 (9xh5 :D;G 9xh5 :3;&5 Thus! on sai ate! the conitional contract of sale bet'een
petitioners an pri(ate responent Ramona 15 )lcara+ became obli%atory! the only act reCuire
for the consummation thereof bein% the eli(ery of the property by means of the execution of the
ee of absolute sale in a public instrument! 'hich petitioners uneCui(ocally committe
themsel(es to o as e(ience by the :Receipt of Do'n 1ayment5;
)rticle -3D0! in correlation 'ith )rticle --/-! both of the "i(il "oe! plainly applies to the
case at bench5 Thus!
Art. 1475. .he ontrat of sale is perfeted at the moment there is a meetin+ of minds upon the thin+
#hih is the o45et of the ontrat and upon the prie.
-rom that moment, the parties may reiproally demand performane, su45et to the pro(isions of the la#
+o(ernin+ the form of ontrats.
Art. 1181. Cn onditional o4li+ations, the aBuisition of ri+hts, as #ell as the extin+uishment or loss of
those already aBuired, shall depend upon the happenin+ of the e(ent #hih onstitutes the ondition.
Since the conition contemplate by the parties 'hich is the issuance of a certificate of title
in petitionerAs names 'as fulfille on February >! -./0! the respecti(e obli%ations of the parties
uner the contract of sale became mutually emanable! that is! petitioners! as sellers! 'ere
obli%e to present the transfer certificate of title alreay in their names to pri(ate responent
Ramona 15 )lcara+! the buyer! an to immeiately execute the ee of absolute sale! 'hile the
buyer on her part! 'as obli%e to forth'ith pay the balance of the purchase price amountin%
to 1-!-.4!4445445
It is also si%nificant to note that in the first para%raph in pa%e . of their petition! petitioners
conclusi(ely amitte that6
75 The petitioners@sellers "oronel boun themsel(es :to effect the transfer in our names
from our ecease father "onstancio 15 "oronel! the transfer certificate of title
immeiately upon receipt of the o'npayment abo(e@stateH5 T$e %'&e 5'% %t+&&
%,b6ect to t$+% %,%-e(%+7e co()+t+o(5 (9mphasis supplie5&
(Rollo, p. 1:)
1etitioners themsel(es reco%ni+e that they entere into a contract of sale sub=ect to a
suspensi(e conition5 Only! they conten! continuin% in the same para%raph! that6
. . . 7ad petitioners-sellers not complied #ith this ondition of first transferrin+ the title to the property
under their names, there ould 4e no perfeted ontrat of sale. (&mphasis supplied.)
not a'are that they ha(e set their o'n trap for themsel(es! for )rticle --/> of the "i(il "oe
expressly pro(ies that6
Art. 1186. .he ondition shall 4e deemed fulfilled #hen the o4li+or (oluntarily pre(ents its fulfillment.
#esies! it shoul be stresse an emphasi+e that 'hat is more controllin% than these
mere hypothetical ar%uments is the fact that the co()+t+o( $ere+( re#erre) to 5'% 'ct,'&&. '()
+()+%-,t'b&. #,&#+&&e) o( *ebr,'r. 6, 1985! 'hen a ne' title 'as issue in the names of
petitioners as e(ience by T"T No5 72D347 (9xh5 :D;G 9xh5 :3;&5
The ine(itable conclusion is that on ,anuary -.! -./0! as e(ience by the ocument
enominate as :Receipt of Do'n 1ayment; (9xh5 :);G 9xh5 :-;&! the parties entere into a
contract of sale sub=ect to the suspensi(e conition that the sellers shall effect the issuance of
ne' certificate title from that of their fatherAs name to their names an that! on February >! -./0!
this conition 'as fulfille (9xh5 :D;G 9xh5 :3;&5
Be! therefore! hol that! in accorance 'ith )rticle --/D 'hich pertinently pro(ies @
Art. 1187. .he effets of onditional o4li+ation to +i(e, one the ondition has 4een fulfilled, shall retroat
to the day of the onstitution of the o4li+ation . . .
Cn o4li+ations to do or not to do, the ourts shall determine, in eah ase, the retroati(e effet of the
ondition that has 4een omplied #ith.
the ri%hts an obli%ations of the parties 'ith respect to the perfecte contract of sale became
mutually ue an emanable as of the time of fulfillment or occurrence of the suspensi(e
conition on February >! -./05 )s of that point in time! reciprocal obli%ations of both seller an
buyer arose5
1etitioners also ar%ue there coul been no perfecte contract on ,anuary -.! -./0 because
they 'ere then not yet the absolute o'ners of the inherite property5
Be cannot sustain this ar%ument5
)rticle DD3 of the "i(il "oe efines Succession as a moe of transferrin% o'nership as
Art. 774. ?uession is a mode of aBuisition 4y (irtue of #hih the property, ri+hts and o4li+ations to the
extent and (alue of the inheritane of a person are transmitted throu+h his death to another or others 4y his
#ill or 4y operation of la#.
1etitioners@sellers in the case at bar bein% the sons an au%hters of the eceent
"onstancio 15 "oronel are compulsory heirs 'ho 'ere calle to succession by operation of
la'5 Thus! at the point their father re' his last breath! petitioners steppe into his shoes insofar
as the sub=ect property is concerne! such that any ri%hts or obli%ations pertainin% thereto
became binin% an enforceable upon them5 It is expressly pro(ie that ri%hts to the succession
are transmitte from the moment of eath of the eceent ()rticle DDD! "i(il "oeG Cuson vs.
+%%anueva& 90 ,-%. 8*0 [19*)]&5
#e it also note that petitionersA claim that succession may not be eclare unless the
creitors ha(e been pai is renere moot by the fact that they 'ere able to effect the transfer of
the title to the property from the eceentAs name to their names on February >! -./05
)sie from this! petitioners are preclue from raisin% their suppose lac8 of capacity to
enter into an a%reement at that time an they cannot be allo'e to no' ta8e a posture contrary to
that 'hich they too8 'hen they entere into the a%reement 'ith pri(ate responent Ramona 15
)lcara+5 The "i(il "oe expressly states that6
Art. 1431. .hrou+h estoppel an admission or representation is rendered onlusi(e upon the person
ma,in+ it, and annot 4e denied or dispro(ed as a+ainst the person relyin+ thereon.
Ha(in% represente themsel(es as the true o'ners of the sub=ect property at the time of sale!
petitioners cannot claim no' that they 'ere not yet the absolute o'ners thereof at that time5
1etitioners also conten that althou%h there 'as in fact a perfecte contract of sale bet'een
them an Ramona 15 )lcara+! the latter breach her reciprocal obli%ation 'hen she renere
impossible the consummation thereof by %oin% to the <nite States of )merica! 'ithout lea(in%
her aress! telephone number! an Special 1o'er of )ttorney (,a#a"#ap-s 14 an! 1*& Ans.e#
.t- Compu%so#/ Counte#0%am to t-e Amen!e! Comp%ant& p. )1 Ro%%o& p. 4'&! for 'hich reason!
so petitioners conclue! they 'ere correct in unilaterally rescinin% the contract of sale5
Be o not a%ree 'ith petitioners that there 'as a (ali rescission of the contract of sale in
the instant case5 Be note that these suppose %rouns for petitionerAs rescission! are mere
alle%ations foun only in their responsi(e pleain%s! 'hich by express pro(ision of the rules! are
eeme contro(erte e(en if no reply is file by the plaintiffs (Se0. 11& Ru%e 6& Revse! Ru%es o$
Cou#t&5 The recors are absolutely bereft of any supportin% e(ience to substantiate petitionersA
alle%ations5 Be ha(e stresse time an a%ain that alle%ations must be pro(en by sufficient
e(ience (2" C-o Co vs. 2" 3on"& 110 ,-%. 88) [1961]1 Re0a#o vs. 4m5san& ) SCRA *98
[1961]&5 $ere alle%ation is not an e(ience (La"as0a vs. 3e +e#a& 79 ,-%. '76 [1947]&5
9(en assumin% a#"uen!o that Ramona 15 )lcara+ 'as in the <nite States of )merica on
February >! -./0! 'e cannot =ustify petitioners@sellersA act of unilaterally an extra=uicially
rescinin% the contract of sale! there bein% no express stipulation authori+in% the sellers to
extra=uicially rescin the contract of sale5 (cf5 3"nos vs. CA& 1*8 SCRA '7* [1988]1 (a"u5a vs.
+!a. 3e Leon& 1') SCRA 7)) [1984]&
$oreo(er! petitioners are estoppe from raisin% the alle%e absence of Ramona 15 )lcara+
because althou%h the e(ience on recor sho's that the sale 'as in the name of Ramona 15
)lcara+ as the buyer! the sellers ha been ealin% 'ith "oncepcion D5 )lcara+! RamonaAs
mother! 'ho ha acte for an in behalf of her au%hter! if not also in her o'n behalf5 Inee! the
o'n payment 'as mae by "oncepcion D5 )lcara+ 'ith her o'n personal "hec8 (9xh5 :#;G 9xh5
:2;& for an in behalf of Ramona 15 )lcara+5 There is no e(ience sho'in% that petitioners e(er
Cuestione "oncepcionAs authority to represent Ramona 15 )lcara+ 'hen they accepte her
personal chec85 Neither i they raise any ob=ection as re%ars payment bein% effecte by a
thir person5 )ccorin%ly! as far as petitioners are concerne! the physical absence of Ramona
15 )lcara+ is not a %roun to rescin the contract of sale5
"orollarily! Ramona 15 )lcara+ cannot e(en be eeme to be in efault! insofar as her
obli%ation to pay the full purchase price is concerne5 1etitioners 'ho are preclue from settin%
up the efense of the physical absence of Ramona 15 )lcara+ as abo(e@explaine offere no
proof 'hatsoe(er to sho' that they actually presente the ne' transfer certificate of title in their
names an si%nifie their 'illin%ness an reainess to execute the ee of absolute sale in
accorance 'ith their a%reement5 RamonaAs corresponin% obli%ation to pay the balance of the
purchase price in the amount of 1-!-.4!444544 (as buyer& ne(er became ue an emanable
an! therefore! she cannot be eeme to ha(e been in efault5
)rticle -->. of the "i(il "oe efines 'hen a party in a contract in(ol(in% reciprocal
obli%ations may be consiere in efault! to 'it6
Art. 1169. .hose o4li+ed to deli(er or to do somethin+, inur in delay from the time the o4li+ee 5udiially
or extra5udiially demands from them the fulfillment of their o4li+ation.
x x x
Cn reiproal o4li+ations, neither party inurs in delay if the other does not comply or is not ready to
comply in a proper manner with what is incumbent upon him. -rom the moment one of the parties
fulfill his o4li+ation, delay 4y the other 4e+ins. (&mphasis supplied.)
There is thus neither factual nor le%al basis to rescin the contract of sale bet'een
petitioners an responents5
Bith the fore%oin% conclusions! the sale to the other petitioner! "atalina #5 $abana%! %a(e
rise to a case of ouble sale 'here )rticle -033 of the "i(il "oe 'ill apply! to 'it6
Art. 1544. Cf the same thin+ should ha(e 4een sold to different (endees, the o#nership shall 4e transferred
to the person #ho may ha(e first ta,en possession thereof in +ood faith, if it should 4e mo(a4le property.
?hould it 4e immo(a4le property, the o#nership shall 4elon+ to the person aBuirin+ it #ho in +ood faith
first reorded it in the Re+istry of $roperty.
?hould there 4e no insription, the o#nership shall pertain to the person #ho in +ood faith #as first in the
possession0 and, in the a4sene thereof to the person #ho presents the oldest title, pro(ided there is +ood
The recor of the case sho's that the Dee of )bsolute Sale ate )pril 20! -./0 as proof
of the secon contract of sale 'as re%istere 'ith the Re%istry of Dees of *ue+on "ity %i(in%
rise to the issuance of a ne' certificate of title in the name of "atalina #5 $abana% on ,une 0!
-./05 Thus! the secon para%raph of )rticle -033 shall apply5
The abo(e@cite pro(ision on ouble sale presumes title or o'nership to pass to the buyer!
the exceptions bein%6 (a& 'hen the secon buyer! in %oo faith! re%isters the sale ahea of the
first buyer! an (b& shoul there be no inscription by either of the t'o buyers! 'hen the secon
buyer! in %oo faith! acCuires possession of the property ahea of the first buyer5 <nless! the
secon buyer satisfies these reCuirements! title or o'nership 'ill not transfer to him to the
pre=uice of the first buyer5
In his commentaries on the "i(il "oe! an accepte authority on the sub=ect! no' a
istin%uishe member of the "ourt! ,ustice ,ose "5 Vitu%! explains6
.he +o(ernin+ priniple is !*&u+ tem!o*e, !ot&o* 4u*e (first in time, stron+er in ri+ht). Fno#led+e 4y the
first 4uyer of the seond sale annot defeat the first 4uyer;s ri+hts exept #hen the seond 4uyer first
re+isters in +ood faith the seond sale (Ol&'a*e+ '+. 5on,ale+, 15# 6CRA 77). Con(ersely, ,no#led+e
+ained 4y the seond 4uyer of the first sale defeats his ri+hts e(en if he is first to re+ister, sine ,no#led+e
taints his re+istration #ith 4ad faith (see also A+to*.a '+. Cou*t o) A!!eal+, 5.R. No. 58570, 2- De%em1e*
1#84). Cn C*u, '+. Ca1ana 95.R. No. 5-272, 22 :une 1#84, 12# 6CRA -5-;, it #as held that it is essential,
to merit the protetion of 'rt. 15==, seond para+raph, that the seond realty 4uyer must at in +ood faith in
re+isterin+ his deed of sale (itin+ Ca*1onell '+. Cou*t o) A!!eal+, -# 6CRA ##, C*&+o+tomo '+. CA, 5.R.
No. #5847, 02 6e!tem1e* 1##2).
9:. <&tu., Com!en(&um o) C&'&l =a an( :u*&+!*u(en%e, 1##7 E(&t&on, !. -04).
1etitioners point out that the notice of %s pen!ens in the case at bar 'as annotate on the
title of the sub=ect property only on February 22! -./0! 'hereas! the secon sale bet'een
petitioners "oronels an petitioner $abana% 'as supposely perfecte prior thereto or on
February -/! -./05 The iea con(eye is that at the time petitioner $abana%! the secon buyer!
bou%ht the property uner a clean title! she 'as una'are of any a(erse claim or pre(ious sale!
for 'hich reason she is a buyer in %oo faith5
Be are not persuae by such ar%ument5
In a case of ouble sale! 'hat fins rele(ance an materiality is not 'hether or not the
secon buyer in %oo faith but 'hether or not sai secon buyer re%isters such secon sale in
%oo faith! that is! 'ithout 8no'le%e of any efect in the title of the property sol5
)s clearly borne out by the e(ience in this case! petitioner $abana% coul not ha(e in %oo
faith! re%istere the sale entere into on February -/! -./0 because as early as February 22!
-./0! a notice of %s pen!ens ha been annotate on the transfer certificate of title in the names
of petitioners! 'hereas petitioner $abana% re%istere the sai sale sometime in )pril! -./05 )t
the time of re%istration! therefore! petitioner $abana% 8ne' that the same property ha alreay
been pre(iously sol to pri(ate responents! or! at least! she 'as char%e 'ith 8no'le%e that a
pre(ious buyer is claimin% title to the same property5 1etitioner $abana% cannot close her eyes
to the efect in petitionersA title to the property at the time of the re%istration of the property5
This "ourt ha occasions to rule that6
Cf a (endee in a dou4le sale re+isters the sale after he has aBuired ,no#led+e that there #as a pre(ious sale
of the same property to a third party or that another person laims said property in a pre(ious sale, the
re+istration #ill onstitute a re+istration in 4ad faith and #ill not onfer upon him any ri+ht. (6al'o*o '+.
Tane.a, 82 6CRA 74# >1#28?@ %&t&n. Pala*%a '+. D&*e%to* o) =an(, 47 P0&l. 14-@ Ca.aoan '+. Ca.aoan, 47
P0&l. 554@ Fe*nan(e, '+. Me*%a(e*, 47 P0&l. 581.)
Thus! the sale of the sub=ect parcel of lan bet'een petitioners an Ramona 15 )lcara+!
perfecte on February >! -./0! prior to that bet'een petitioners an "atalina #5 $abana% on
February -/! -./0! 'as correctly uphel by both the courts belo'5
)lthou%h there may be ample inications that there 'as in fact an a%ency bet'een Ramona
as principal an "oncepcion! her mother! as a%ent insofar as the sub=ect contract of sale is
concerne! the issue of 'hether or not "oncepcion 'as also actin% in her o'n behalf as a co@
buyer is not sCuarely raise in the instant petition! nor in such assumption ispute bet'een
mother an au%hter5 Thus! Be 'ill not touch this issue an no lon%er isturb the lo'er courtsA
rulin% on this point5
92ERE*ORE! premises consiere! the instant petition is hereby DIS$ISS9D an the
appeale =u%ment )FFIR$9D5
2a#vasa& C.6. (C-a#man)& 3av!e& 6#.& an 7#an0s0o& 66.& concur.
,an"an5an& 6.& no part.