Nur Julkanain__Cases No.

88-92__Sales
88. Pacific Commercial Company vs. Ermita Market & Cold Stores, inc.,
G.R. No. L-34727
March 9, 1932
56 Phil. 617
Facts:
On September 14, 1927, the Pacific Commercial Co., the plaintiff herein, sold to the
Ermita Market & Cold Stores, Inc., the defendant herein, an automatic refrigerating
machine.
The parties signed the usual printed sales-contract form of the plaintiff company,
the purchase price, payable by installments as stated in the sales contract. By
mutual agreement, the said machine was installed by the plaintiff, to be paid by the
defendant, in favor of the plaintiff. Complying with the terms of the sales contract,
the defendant paid the plaintiff an initial amount of the purchase price of the
machine, leaving a balance.
A few days after installation, the defendant advised the plaintiff that the machine
was not serving the purpose for which it was sold and that it was lacking ammonia
receiver and oil separator, and further alleges that the temperature in the
refrigerating rooms did not reach, and had never reached, owing to the negligence
of the plaintiff in not repairing or putting in good working condition the said
refrigerating machine, the defendant had been forced to close its establishment and
for which reason the defendant claimed damages against the plaintiff.
The plaintiff denied generally and specifically each and every and every allegation
in the said cross-complaint and by way of special defense, alleged that whatever
defects or deficiency there might have been in the temperature in the refrigerating
rooms of defendant's establishment, or in the functioning of the machine, these
were due to the defects and imperfections of the coils which were supplied and
installed by the defendant itself, as well as to the incompetency and inefficiency of
the defendant's personnel to operate the machine. By which the Court of First
Instance of Manila rendered its judgment, ordering the defendant to pay the
remaining amount plus interest and other damages, so, the defendant appealed.
Issue:
Whether or not the installed refrigeration machine was the same machine agreed
upon by the plaintiff and the defendant
Held:
The judgment of the Court of First Instance of Manila is affirmed in its entirety.
After a careful examination of the record, we have not the least doubt that the
plaintiff delivered the machine as described in the sales contract, and the fact that
the defendant could not use it satisfactorily in the three cold stores division cannot
be attributed to plaintiff's fault; as far as we can see, the machine was strictly in

accordance with the written contract between the parties, and the defendant can
hardly honestly say that there was any deception by the plaintiff.
But it is clear that the defendant company did not fully understand the use of the
motor. It complains that the machine would not properly refrigerate the refrigerating
rooms, but it is evident that the machine could not operate automatically when the
defendant had three refrigerating rooms which it expected to maintain at three
different temperatures.
The defendant also complained that the machine was not equipped with a
thermostat and that the lack of its obstructed the work of the refrigerating. In the
first place, the thermostat was not include in the sales contract and in the second
place it would not have been of any service to defendant because it could not
possibly operate automatically at three different temperatures with the defendant's
insufficient equipment.
The defendant's complaint that the machine did not contain an oil separator is not
true; the oil separator is combined with the receiver and condenser in a single
combined piece in the machine.
Case # 89
VILLONCO REALTY COMPANY, plaintiff-appellee and EDITH PEREZ DE TAGLE,
intervenor-appellee,
vs
BORMAHECO, INC., FRANCISCO N. CERVANTES and ROSARIO N.
CERVANTES, defendants-appellants. Meer, Meer & Meer for plaintiffappellee.
G.R. No. L-26872 July 25, 1975
(VILLONCO vs BORMAHECO)
Facts:
Cervantes and his wife owned 3 parcels of land along Buendia where the buildings
of Bormaheco Inc were situated. Beside their property were lots owned by Villonco
Realty. Cervantes entered into several negotiations with Villonco for sale of the
Buendia property. Cervantes made a written offer of P400/sqm with a down
payment of P100,000.00 to serve as earnest money. The offer also made the
consummation of the sale dependent upon the acquisition by Bormaheco of a Sta.
Ana property. Villonco made a counter-offer stating that the earnest money was to
earn 10% interest p.a. The check was enclosed with the reply letter. Cervantes
accepted and cashed the check. The Sta. Ana Property was awarded to Bormaheco;
the transfer was also duly approved. However, Cervantes sent the check back to
Villonco with the interest thereonstating that he was no longer interested in
selling the property. He also claims that no contract was perfected; Villonco sues for
specific performance.

Issue:
Whether or not there was a perfected contract of sale

Held:
YES. There was a perfected contract of sale. The alleged changes made in the
counter-offer are immaterial and are mere clarifications. The changes of the words
Sta. Ana property to another property as well as the insertion of the number 12
in the date, and the words per annum in the interest are trivial. There is no
incompatibility in the offer and counter-offer. Cervantes assented to the interest and
he, in fact, paid the same. Also, earnest money constitutes proof of the perfection of
the contract of sale and forms part of the consideration. The condition regarding the
acquisition of the Sta. Ana property was likewise fulfilled; there is thus no ground for
the refusal of Cervantes to consummate the sale.
case # 90
LORENZO VELASCO AND SOCORRO J. VELASCO, petitioners
vs
HONORABLE COURT OF APPEALS and MAGDALENA ESTATE, INC.,
respondents.
No. L-31018, 51 SCRA 439, June 29, 1973
(VELASCO vs COURT OF APPEALS)
Facts:
On November 29, 1962, herein petitioners and respondents had entered into a
contract of sale by virtue of which the latter offered to sell and agreed to buy by the
former, a parcel of land with an area of 2,059 sq. ms. Located in Quezon City, for a
total purchase price of P 100,000.00.
Petitioners alleged he was to give a down payment of 10,000.00 pesos to be
followed by P 20,000.00 and the balance of P70,000.00 to be paid in installment
basis, the monthly amortization of which was to be determined as soon as the P
30,000.00 down payment had been completed.
On January 8, 1964, the petitioners tendered to pay the additional down payment of
P 20,000.00 to complete the down payment of P 30,000.00, but the respondents
refused to accept and eventually it likewise refused to execute a deed of sale
agreed upon, so, petitioner demanded for damages and specific performance from
the respondents of an alleged deed of sale of a parcel of land residential land in
their favor.
Respondents denied that it has had any direct-dealing, much less, contractual
relations with the petitioners regarding the property in question and contends that
the alleged contract described attached to the complaint is entirely unenforceable

under the statute of fraud. Accordingly, respondents refused to accept the

additional down payment for it had considered the offer to sell rescinded on the
account of the petitioners failure to pay on or before December 31, 1962.
On November 3, 1968, the CFI Quezon City rendered a decision dismissing the
complaint of the petitioners, which was affirmed by the Court of Appeals on
September 5, 1969, upon motion by the petitioner. So, a petition for certiorari and
mandamus was filed before the Supreme Court by the petitioners.
Issue:
1. Whether or not there was a perfected contract of sale
2. Whether or not a definite agreement on matters of payment of purchase price is
an essential element in the formation of a binding and enforceable contract
Held:
No contract of sale was perfected because the minds of the parties did not meet in
regard to the manner of payment. The material averments contained in Velascos
complaint themselves disclose a lack of complete agreement in regard to the
manner of payment of the lot in question. The complaint states penitently that
plaintiff and defendant further agreed that the total down payment shall be
P30,
000.00, Including the P10.000.00 partial payment as mentioned , and that upon
completion of the said down payment of P30,000.00, the balance P70,000.00 shall
be paid by the plaintiff to the defendant in 10 years from November 29, 1962; and
that the time within which the full down payment of the P30,000.00 was to be
completed was not specified by the parties but the defendant was duly
compensated during the said time prior to the completion of the down payment of
P30,000.00 by way of lease rentals on the house existing thereon which was earlier
leased by the defendant to the plaintiffs sister-in-law, Socorro J. Velasco, and which
were duly paid to the defendant by checks drawn by plaintiff. The Velascos
themselves admit that they and Magdalena Estate still have to meet and agree on
how and when the down payment and the installment payments were to be paid.
Such being the situation, it cannot be said that a definite and firm sales agreement
between the parties have been perfected over the lot in question.
A Definite agreement on the manner of payment of the purchase is an essential
element in the formation of a binding and enforceable contract of sale. In the
present case, the Velascos delivered to Magdalena Estate the sum of P10, 000.00 as
part of the down payment that they had to pay cannot be considered as sufficient
proof of the perfection of any purchase and sale agreement between the parties
under article 1482 of the new Civil Code, as the Velascos themselves admit that
some essential matter (the terms of payment) still had to be mutually covenanted.

case # 91
Spouses Doromal, Sr. and Salas, defendants-appellant
vs
Court of Appeals, respondent-appellee
No. L-3608, 66 SCRA 575, September 05, 1975
(Doromal vs CA)
Facts:
Lot 3504 of the cadastral survey of Iloilo, situated in the poblacion of La Paz, one of
its districts, with an area of a little more than 2-1/2 hectares was originally decreed
in the name of the late Justice Antonio Horilleno, in 1916, under Original Certificate
of Title No. 1314, Exh. A, but before he died, he executed a last will and testament
attesting to the fact that it was a co-ownership between himself and his brothers
and sisters, the co-owners were: beside 1. Justice Horilleno (daughter Mary as heir),
2. Luis, 3. Soledad, 4. Fe, 5. Rosita, 6. Carlos and 7. Esperanza,' all surnamed
Horilleno, and since Esperanza had already died, she was succeeded by her only
daughter and heir herein plaintiff, Filomena Javellana, in the proportion of 1/7
undivided ownership each; even though their right had not as yet been annotated in
the title, the co-owners led by Carlos, had wanted to sell their shares, or if possible
if plaintiff Filomena Javellana were agreeable, wanted to sell the entire property,
and they hired an acquaintance Cresencia Harder, to look for buyers, and the latter
came to interest defendants, the father and son, named Ramon Doromal, Sr. and Jr.,
and in preparation for the execution of the sale, since the brothers and sisters
Horilleno were scattered in various parts of the country, 1. Carlos in Ilocos Sur, 2.
Mary in Baguio, 3. Soledad and 4. Fe, in Mandaluyong, Rizal, and 5. Rosita in
Basilan City, they all executed various powers of attorney in favor of their niece,
Mary H. Jimenez they also caused preparation of a power of attorney of identical
tenor for signature by plaintiff, Filomena Javellana, and sent it with a letter of Carlos,
dated 18 January, 1968 Carlos informed Filomina that the price was P4.00 a square
meter,-although it now turns out according to Exh. 3 that as early as 22 October,
1967, Carlos had received in check as earnest money from defendant Ramon
Doromal, Jr., the sum of P5,000.00 and the price therein agreed upon was five
(P5.00) pesos a square meter in another letter also of Carlos to Plaintiff Filomina
in 5 November, 1967, Exh. 6, he had told her that the Doromals had given the
earnest money of P5,000.00 at P6.00 a square meter At any rate, Plaintiff
Filomina not being agreeable, did not sign the power of attorney, and the rest of the
co-owners went ahead with their sale of their 6/7, Carlos first seeing to it that the
deed of sale by their common attorney in fact, Mary H. Jimenez be signed and

ratified as it was signed and ratified in Candon, Ilocos Sur, on 15 January, 1968, Exh;
2, then brought to Iloilo by Carlos in the same month, and because the Register of
Deeds of Iloilo refused to register right away, since the original registered owner,
Justice Antonio Horilleno was already dead, Carlos had to ask as he did, hire Atty.
Teotimo Arandela to file a petition within the cadastral case, on 26 February, 1968,
for the purpose, after which Carlos returned to Luzon, and after compliance with the
requisites of publication, hearing and notice, the petition was approved. on 29 April,
1968, Carlos already back in Iloilo went to the Register of Deeds and caused the
registration of the order of the cadastral court approving the issuance of a new title
in the name of the co-owners, as well as of the deed of sale to the Doromals, as a
result of which on that same date, a new title was issued TCT No. 23152, in the
name of the Horillenos to 6/7 and plaintiff Filomena Javellana to 1/7, the Doromals
paid unto Carlos by check, the sum of P97,000,00 of Chartered Bank which was
later substituted by check of Phil. National Bank, because there was no Chartered
Bank Branch in Ilocos Sur, but besides this amount paid in check, the Doromals
according to their evidence still paid an additional amount in cash of P18,250.00
since the agreed price was P5.00 a square meter and thus was consummated the
transaction. On 10 June, 1968, there came to the residence of the Doromals in
Dumangas, Iloilo, plaintiff Filomenas lawyer, Atty. Arturo H. Villanueva, bringing with
him her letter of that date, making a formal offer to repurchase or redeem the 6/7
undivided share in Lot 3504 for P30,000.00 in cash which will be delivered as soon
as the contract of sale is executed in favor of Filomena. the Doromals were aghast,
and refused the next day, 11 June, 1968, plaintiff Filomena filed this case, and in the
trial, thru oral and documentary proofs, sought to show that as co-owner, she had
the right to redeem at the price stated in the deed of sale of P30,000.00 but
defendants Spouses Doromals in answer, and in their evidence, oral and
documentary sought to show that plaintiff had no more right to redeem, and that if
ever she should have, that it should beat the true and real price paid by them which
amounts to P115,250.00 trial judge : plaintiff had no more right, to redeem, because
'Plaintiff was informed of the intended sale of the 6/7 share belonging to the
Horillenos. 'Court of Appeals reversed the trial court's decision and held that
although respondent Filomena Javellana was informed of her co-owners' Proposal to
sell the land in question to petitioners she was, however, "never notified... least of
all, in writing", of the actual execution and registration of the corresponding deed of
sale, hence, said respondent's right to redeem had not yet expired at the time she
made her offer for that purpose thru her letter of June 10, 1968 delivered to
petitioners on even date. The intermediate court further held that the redemption
price to be paid by respondent should be that stated in the deed of sale which is
P30, 000.00 notwithstanding that the preponderance of the evidence proves that
the actual price paid by petitioners was P115,250.00
Issue:
Whether or not Filomenas right to redeem had expired

Held:
NO. There is No showing that Filomena was notified. The letters sent by Carlos
Horilleno to respondent and dated January 18, 1968, Exhibit 7, and November 5,
1967, Exhibit 6, constituted the required notice in writing from which the 30-day day
period fixed in said provision should be computed. But to start with, there is no
showing that said letters were in fact received by respondent Filomena and when
they were actually received. Besides, petitioners do not pinpoint which of these two
letters, their dates being more than two months apart, is the required notice. In any
event, as found by the appellate court, neither of said letters referred to a
consummated sale.
It cannot be said that the Court of Appeals erred in holding that the letters
aforementioned sufficed to comply with the requirement of notice of a sale by coowners under Article 1623 of the Civil Code. We are of the considered opinion and
so hold that for purposes of the co-owner's right of redemption granted by Article
1620 of the Civil Code, the notice in writing which Article 1623 requires to be made
to the other co-owners and from receipt of which the 30-day period to redeem
should be counted is a notice not only of a perfected sale but of the actual
execution and delivery of the deed of sale. This is implied from the latter portion of
Article 1623 which requires that before a register of deeds can record a sale by a
co-owner, there must be presented to him, an affidavit to the effect that the notice
of the sale had been sent in writing to the other co-owners. A sale may not be
presented to the register of deeds for registration unless it be in the form of a duly
executed public instrument.

case # 92
ELIAS GALLAR, plaintiff-appellee
vs
HERMENEGILDA HUSAIN, ET AL., defendants
BONIFACIO HUSAIN, defendant-appellant
G.R. No. L-20954 May 24, 1967
(GALLAR vs HUSAIN)
Facts:
Husains in this case are the heirs of Teodoro Husain. Teodoro Husain sold the land
under dispute for 30 pesos to Serapio Chichirita with the right to repurchase within
6 years. Teodoro transferred his right to his sister, Graciana Husain. Graciana paid
the redemption price and later sold the land to Elias Gallar for cattle. Possession of
the land, together with the owner's duplicate of the certificate of title of Teodoro
Husain, was delivered on the same occasion to Gallar, who since then has been in

possession of the land. A couple of years after, Gallar filed this suit in the Court of
Instance of Iloilo on October 10, 1960 to compel Hermenegilda and Bonifacio
Husain, as heirs of Teodoro Husain, to execute a deed of conveyance in his favor so
that he could get a transfer certificate of title. He also asked for damages. The
Husains countered by saying that Graciana already paid the redemption price thus
their father had already reacquired ownership over the same. They also claim that
the action of Elias has already PRESCRIBED.
Issue:
1. Whether or not ownership was transferred to Gallar
2. Whether or not the action has already prescribed
Held:
1. YES, ownership has been transferred to Gallar. The right of repurchase may be
exercised only by the vendor in whom the right is recognized by contract or by any
person to whom the right may have been transferred. Graciana Husain must,
therefore, be deemed to have acquired the land in her own right, subject only to
Teodoro Husain's right of redemption. As the new owner she had a perfect right to
dispose of the land as she in fact did when she exchanged it for cattle with Gallar.
2. NO, the action is imprescriptible. This action is not for specific performance; all it
seeks is to quiet title, to remove the cloud cast on appellee's ownership as a result
of appellant's refusal to recognize the sale made by their predecessor. And, as
plaintiff-appellee is in possession of the land, the action is imprescriptible.
Appellant's argument that the action has prescribed would be correct if they were in
possession as the action to quiet title would then be an action for recovery of real
property which must be brought within the statutory period of limitation governing
such actions.