ABALOS vs.

MACATANGAY (September 30, 2004)

FACTS
Spouses Arturo and Esther Abalos are the registered owners of a parcel of land with improvements.
Armed with a Special Power of Attorney dated June 2, 1988, purportedly issued by his wife, Arturo
executed a Receipt and Memorandum of Agreement (RMOA) dated October 17, 1989, in favor of
respondent, binding himself to sell to respondent the subject property and not to offer the same to any
other party within thirty (30) days from date. Arturo acknowledged receipt of a check from respondent in
the amount of Five Thousand Pesos (P5,000.00), representing earnest money for the subject property,
the amount of which would be deducted from the purchase price of One Million Three Hundred Three
Hundred Thousand Pesos (P1,300,000.00). Further, the RMOA stated that full payment would be effected
as soon as possession of the property shall have been turned over to respondent.
Subsequently, Arturos wife, Esther, executed a Special Power of Attorney dated October 25, 1989,
appointing her sister, Bernadette Ramos, to act for and in her behalf relative to the transfer of the property
to respondent. Ostensibly, a marital squabble was brewing between Arturo and Esther at the time and to
protect his interest, respondent caused the annotation of his adverse claim on the title of the spouses to
the property on November 14, 1989.
Respondent sent a letter to Arturo and Esther informing them of his readiness and willingness to pay the
full amount of the purchase price. The letter contained a demand upon the spouses to comply with their
obligation to turn over possession of the property to him. On the same date, Esther, through her attorneyin-fact, executed in favor of respondent, a Contract to Sell the property to the extent of her conjugal
interest therein.
He reiterated his demand upon them to comply with their obligation to turn over possession of the
property. Arturo and Esther failed to deliver the property which prompted respondent to cause the
respondent to file a complaint for specific performance with damages against petitioners.
The court declared that the RMOA is a contract to sell because it signifies a unilateral offer of Arturo to
sell the property to respondent for a price certain within a period of thirty days. The RMOA does not
impose upon respondent an obligation to buy petitioners property, as in fact it does not even bear his
signature thereon. It is quite clear that after the lapse of the thirty-day period, without respondent having
exercised his option, Arturo is free to sell the property to another. This shows that the intent of Arturo is
merely to grant respondent the privilege to buy the property within the period therein stated. There is
nothing in the RMOA which indicates that Arturo agreed therein to transfer ownership of the land which is
an essential element in a contract of sale.
ISSUE
Can the sale be declared valid based on the RMOA?
HELD
No. The sale would is not valid.

Granting for the sake of argument that the RMOA is a contract of sale, the same would still be void. Quite
glaring is the absence of the signature of Esther in the RMOA, which proves that she did not give her
consent to the transaction initiated by Arturo. The husband cannot alienate any real property of the
conjugal partnership without the wifes consent.
However, it was the Contract to Sell executed by Esther through her attorney-in-fact which the Court of
Appeals made full use of. Holding that the contract is valid, the appellate court explained that while Esther
did not authorize Arturo to sell the property, her execution of the SPA authorizing her sister to sell the land
to respondent clearly shows her intention to convey her interest in favor of respondent. In effect, the court
declared that the lack of Esthers consent to the sale made by Arturo was cured by her subsequent
conveyance of her interest in the property through her attorney-in-fact.
This ruling is erroneous.
The nullity of the RMOA as a contract of sale emanates not only from lack of Esthers consent thereto but
also from want of consideration and absence of respondents signature thereon. Such nullity cannot be
obliterated by Esthers subsequent confirmation of the putative transaction as expressed in the Contract
to Sell. Under the law, a void contract cannot be ratified and the action or defense for the declaration of
the inexistence of a contract does not prescribe. A void contract produces no effect either against or in
favor of anyoneit cannot create, modify or extinguish the juridical relation to which it refers.
True, in the Contract to Sell, Esther made reference to the earlier RMOA executed by Arturo in favor of
respondent. However, the RMOA which Arturo signed is different from the deed which Esther executed
through her attorney-in-fact. For one, the first is sought to be enforced as a contract of sale while the
second is purportedly a contract to sell only. For another, the terms and conditions as to the issuance of
title and delivery of possession are divergent.
The congruence of the wills of the spouses is essential for the valid disposition of conjugal property.
Where the conveyance is contained in the same document which bears the conformity of both husband
and wife, there could be no question on the validity of the transaction. But when there are two (2)
documents on which the signatures of the spouses separately appear, textual concordance of the
documents is indispensable. Hence, in this case where the wifes putative consent to the sale of conjugal
property appears in a separate document which does not, however, contain the same terms and
conditions as in the first document signed by the husband, a valid transaction could not have arisen.
Even on the supposition that the parties only disposed of their respective shares in the property, the sale,
assuming that it exists, is still void for as previously stated, the right of the husband or the wife to one-half
of the conjugal assets does not vest until the liquidation of the conjugal partnership.
prior to the liquidation of the conjugal partnership, the interest of each spouse in the conjugal assets is
inchoate, a mere expectancy. The right of the husband or wife to one-half of the conjugal assets does not
vest until the dissolution and liquidation of the conjugal partnership, or after dissolution of the marriage,
when it is finally determined that, after settlement of conjugal obligations, there are net assets left which
can be divided between the spouses or their respective heirs.

CALIMLIM- CANULLAS vs. FORTUN (June 22, 1984)

FACTS
Petitioner MERCEDES Calimlim-Canullas and FERNANDO Canullas were married on December 19,
1962. They begot five children. They lived in a small house on the residential land in question located at
Bacabac, Bugallon, Pangasinan. After FERNANDO's father died in 1965, FERNANDO inherited the land.
In 1978, FERNANDO abandoned his family and was living with private respondent Corazon DAGUINES.
During the pendency of this appeal, they were convicted of concubinage.
On April 15, 1980, FERNANDO sold the subject property with the house thereon to DAGUINES for the
sum of P2,000.00. In the document of sale, FERNANDO described the house as "also inherited by me
from my deceased parents."
Unable to take possession of the lot and house, DAGUINES initiated a complaint on June 19, 1980 for
quieting of title and damages against MERCEDES. The latter resisted and claimed that the house in
dispute where she and her children were residing, including the coconut trees on the land, were built and
planted with conjugal funds and through her industry; that the sale of the land together with the house and
improvements to DAGUINES was null and void because they are conjugal properties and she had not
given her consent to the sale.

ISSUE
whether or not the sale of the lot together with the house and improvements thereon was valid.

HELD
No. Not Valid.
Second paragraph of Article 158 of the Civil Code, provides:
xxx xxx xxx
Buildings constructed at the expense of the partnership during the marriage on land belonging to
one of the spouses also pertain to the partnership, but the value of the land shall be reimbursed
to the spouse who owns the same.
We hold that pursuant to the foregoing provision both the land and the building belong to the conjugal
partnership but the conjugal partnership is indebted to the husband for the value of the land. The spouse

owning the lot becomes a creditor of the conjugal partnership for the value of the lot, which value would
be reimbursed at the liquidation of the conjugal partnership.
The foregoing premises considered, it follows that FERNANDO could not have alienated the house and
lot to DAGUINES since MERCEDES had not given her consent to said sale. 4
Further, we find that the contract of sale was null and void for being contrary to morals and public policy.
The sale was made by a husband in favor of a concubine after he had abandoned his family and left the
conjugal home where his wife and children lived and from whence they derived their support. That sale
was subversive of the stability of the family, a basic social institution which public policy cherishes and
protects.

THE PHILIPPINE TRUST COMPANY vs. ROLDAN (May 31, 1956)

FACTS
These 17 parcels located in Guiguinto, Bulacan, were part of the properties inherited by Mariano L.
Bernardo from his father, Marcelo Bernardo, deceased. In view of his minority, guardianship proceedings
were instituted, wherein Socorro Roldan was appointed his guardian.
Socorro Roldan filed in said guardianship proceedings a motion asking for authority to sell as guardian
the 17 parcels for the sum of P14,700 to Dr. Fidel C. Ramos, the purpose of the sale being allegedly to
invest the money in a residential house, which the minor desired to have on Tindalo Street, Manila. The
motion was granted.
As guardian, Roldan executed the proper deed of sale in favor of her brother-in-law Dr. Fidel C. Ramos,
and on August 12, 1947 she asked for, and obtained, judicial confirmation of the sale. On August 13,
1947, Dr. Fidel C. Ramos executed in favor of Socorro Roldan, personally, a deed of conveyance
covering the same seventeen parcels, for the sum of P15,000. And on October 21, 1947 Socorro Roldan
sold four parcels out of the seventeen to another party, reserving to herself the right to repurchase
The Philippine Trust Company replaced Socorro Roldan as guardian and seeks to undo what the previous
guardian had done. The step-mother in effect, sold to herself, the properties of her ward, contends
the Plaintiff, and the sale should be annulled because it violates Article 1459 of the Civil Code prohibiting
the guardian from purchasing either in person or through the mediation of another the property of her
ward.
ISSUE
Whether or not the sale should be annulled.
HELD
At first glance the resolutions of both courts accomplished substantial justice the minor recovers his
properties. But if the conveyances are annulled as prayed for, the minor will obtain a better deal he
receives all the fruits of the lands from the year 1947 (Article 1303 Civil Code) and will return P14,700, not
P15,000.
To our minds the first two transactions herein described couldnt be in a better juridical situation than if this
guardian had purchased the seventeen parcels on the day following the sale to Dr. Ramos. Now, if she
was willing to pay P15,000 why did she sell the parcels for less? In one day (or actually one week) the
price could not have risen so suddenly. Obviously when, seeking approval of the sale she represented the
price to be the best obtainable in the market, she was not entirely truthful. This is one phase to consider.
Again, supposing she knew the parcels were actually worth P17,000 then she agreed to sell them to Dr.
Ramos at P14,700 and knowing the realtys value she offered him the next day P15,000 or P15,500, and
got it. Will there be any doubt that she was recreant to her guardianship, and that her acquisition should
be nullified? Even without proof that she had connived with Dr. Ramos. Remembering the general
doctrine that guardianship is a trust of the highest order, and the trustee cannot be allowed to have any
inducement to neglect his wards interest and in line with the courts suspicion whenever the guardian
acquires the wards property 1 we have no hesitation to declare that in this case, in the eyes of the law,
Socorro Roldan took by purchase her wards parcels thru Dr. Ramos, and that Article 1459 of the Civil
Code applies.
She acted it may be true without malice there may have been no previous agreement between her and
Dr. Ramos to the effect that the latter would buy the lands for her. But the stubborn fact remains that she
acquired her proteges properties, through her brother-in-law. That she planned to get them for herself at
the time of selling them to Dr. Ramos, may be deduced from the very short time between the two sales
(one week). The temptation which naturally besets a guardian so circumstanced, necessitates the
annulment of the transaction, even if no actual collusion is proved (so hard to prove) between such
guardian and the intermediate purchaser. This would uphold a sound principle of equity and justice.

Hence, from both the legal and equitable standpoints these three sales should not be sustained the first
two for violation of article 1459 of the Civil Code and the third because Socorro Roldan could pass no title
to the third buyer.
.

DISTAJO vs. COURT OF APPEALS (August 25, 2000)

FACTS
During the lifetime of Iluminada Abiertas, she designated one of her sons, Rufo Distajo, to be the
administrator of her parcels of land denoted as Lot Nos. 1018, 1046, 1047, and 1057.
Iluminada Abiertas certified to the sale of Lot Nos. 1018, 1046 and 1047 in favor of Rufo Distajo and other
parcels of land to her other kins.
After purchasing the above-mentioned parcels of land, Rufo Distajo, together with his wife, Lagrimas, took
possession of the property and paid the corresponding real estate taxes thereon.
Consequently, on June 5, 1986, Ricardo Distajo, with the other heirs of Iluminada Abiertas, filed a
complaint for recovery of possession and ownership of those lands sold alleging that Rufo Distajo cannot
acquire the subject parcels of land owned by Iluminada Abiertas because the Civil Code prohibits the
administrator from acquiring properties under his administration. Rufo Distajo merely employed fraudulent
machinations in order to obtain the consent of his mother to the sale, and may have even forged her
signature on the deeds of sale of the parcels of land.
ISSUE
Whether or not the sale transactions are void for having been entered into by the administrator of the
properties.1wphi1
HELD
The sale is valid.
The pertinent Civil Code provision provides:
"Art. 1491. The following persons cannot acquire by purchase, even at a public or judicial auction, either
in person or through the mediation of another:
xxx

(2) Agents, the property whose administration or sale may have been entrusted to them, unless
the consent of the principal has been given;
xxx
Under the above article, the prohibition against agents purchasing property in their hands for sale or
management is not absolute. It does not apply if the principal consents to the sale of the property in the
hands of the agent or administrator. In this case, the deeds of sale signed by Iluminada Abiertas shows
that she gave consent to the sale of the properties in favor of her son, Rufo, who was the administrator of
the properties. Thus, the consent of the principal Iluminada Abiertas removes the transaction out of the
prohibition contained in Article 1491(2).
Petitioner also alleges that Rufo Distajo employed fraudulent machinations to obtain the consent of
Iluminada Abiertas to the sale of the parcels of land. However, petitioner failed to adduce convincing
evidence to substantiate his allegations.