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Facts:
Juan andres was the owner of the lot
situated in liboton, naga city. The sale was
evidenced by a deed of sale. Upon the death of
juan andres, ramon san andres was appointed
as administrator of the estate, and hired
geodetic engineer. Jose panero prepared a
consolidated plan of the estate and also
prepared a sketch plan of the lot sold to
respondent. It was found out that respondent
had enlarged the area which he purchased from
juan. The administrator sent a letter to the
respoindent to vacate the said portion in which
the latter refused to do.
Respondent alleged that apart from the original
lot, which had been sold to him, the latter
likewise sold to him the following day the
remaining portion of the lot. He alleged that the
payment for such would be affected in 5 years
from the eecution of the formal deed of sale after
a survey is conducted. He also alleged that
under the consent of juan, he took possession of
the same and introduced improvements thereon.
Respondent deposited in court the balance of
the purchase price amounting to P7,035.00 for
the aforesaid 509-square meter lot.
On September 20, 1994, the trial court rendered
judgment in favor of petitioner. It ruled that there
was no contract of sale to speak of for lack of a
valid object because there was no sufficient
indication to identify the property subject of the
sale, hence, the need to execute a new contract.
Respondent appealed to the Court of Appeals,
which on April 21, 1998 rendered a decision
reversing the decision of the trial court. The
appellate court held that the object of the
contract was determinable, and that there was a
conditional sale with the balance of the purchase
price payable within five years from the
execution of the deed of sale.
Issue: whether or not there was a valid sale.
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
Held:
Civil Code provides that By the contract of sale
one of the contracting parties obligates himself
to transfer the ownership of and to deliver a
determinate thing, and the other to pay therefor
a price certain in money or its equivalent.
A contract
conditional.
of
sale
may
be
absolute
or
12
Page 2
Facts:
Severino sold his property to henry. Henry
applied for a loan with philam life. As It was
already approved pending the submission of
certain documents such as the owners duplicate
of transfer certificate of title which is in
possession of severino.
Henry already took possession of the property in
question after ejectment of the lessees. He also
paid an ernest money of 300,000 under the
premise that it shall be forfeited in favor of
severino in case of nonpayment.
Severino now claims ownership over the
property claiming that henry did not pay for the
property, therefore there was no sale to speak
of.
Issue: whether or not there is a contract of sale
perfected in this case.
Held: there was a perfected contract of sale due
to the second deed of sale.
The basic characteristic of an absolutely
simulated or fictitious contract is that the
apparent contract is not really desired or
intended to produce legal effects or alter the
juridical situation of the parties in any way.30
However, in this case, the parties already
undertook certain acts which were directed
towards fulfillment of their respective covenants
under the second deed, indicating that they
intended to give effect to their agreement.
Further, the fact that Severino executed the two
deeds in question, primarily so that petitioner
could eject the tenant and enter into a
loan/mortgage contract with Philam Life, is to
our mind, a strong indication that he intended to
transfer ownership of the property to petitioner.
For why else would he authorize the latter to sue
the tenant for ejectment under a claim of
ownership, if he truly did not intend to sell the
property to petitioner in the first place? Needless
to state, it does not make sense for Severino to
allow petitioner to pursue the ejectment case, in
petitioner's own name, with petitioner arguing
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
Page 4
Issue:
Facts:
Decision:
Ratio Decidendi:
Supreme Court held that the
elements of a contract of sale were present.
Beth is presumed to have given her consent
by not inquiring as to the meaning of S
when the officer posed to buy Php 500
worth of S. Therefore, there was a meeting
of minds upon a definite object and upon the
price.
Though she was not in possession of
the object of sale, Article 1459 merely
requires that the vendor must have the right
to transfer ownership of the object sold at
the time of delivery. In the case at bar,
though Beth is not the owner, she had the
right to dispose of the prohibited drug.
Ownership was thereafter acquired upon her
delivery to the men in the alley after her
payment of the price.
Supreme Court also held that failure to
conduct prior surveillance and absence of
marked money does not affect the evidence of
the prosecution. It is sufficient that the members
of the operation were accompanied by the
informant to the scene; the sale was adequately
proven and; the drug subject was presented
before the court.
As regards the penalty imposed, since
the shabu only weighs 0.1954 grams, penalty
Page 5
Page 6
HEIRS OF AMPARO
AURORA SANTOS
G.R. No. L-46892
DEL
ROSARIO
v.
GUERRERO, J.:
Facts:
Amparo Del Rosario entered into a
contract with Attorney Andres Santos and his
wife Aurora Santos whereby the latter sold to the
former a 20,000 sq. m. of land which is to be
segregated from Lot 1. Said lot forms part of the
several lots belonging to a certain Teofilo
Custodio, of which lots, Attorney Santos, by
agreement with the latter, as his attorneys fees,
owns interest thereof.
Parties agreed that spouses Andres
shall thereafter execute a Deed of Confirmation
of Sale in favor of Del Rosario as soon as the
title has been released and the subdivision plan
of said Lot 1 has been approved by the Land
Registration Commissioner.
Due to the failure of spouses Andres to
execute the deed after the fulfillment of the
condition, Del Rosario claims malicious breach
of a Deed of Sale.
Defendant thereafter filed a motion to
dismiss setting up the defenses of lack of
jurisdiction of the court over the subject of the
action and lack of cause of action as well as the
defense of prescription.
hope
or
Page 7
RULING:
Decision Modified.
Page 8
GR No. 90707
RULING:
Petition Dismissed. The trading contract signed
by the parties, is a contract for the sale of
products for future delivery, in which either seller
or buyer may elect to make or demand delivery
of goods agreed to be bought and sold, but
where no such delivery is actually made. By
delivery is meant the act by which the res or
subject is placed in the actual or constructive
possession or control of another. ONAPAL
received the customer's orders and private
respondent's money. As per terms of the trading
contract, customer's orders shall be directly
transmitted by the petitioner as broker to its
principal, Frankwell Enterprises Ltd. of
Hongkong , which in turn must place the
customer's orders with the Tokyo Exchange.
There is no evidence that the orders and money
were transmitted to its principal Frankwell
Enterprises Ltd. in Hongkong nor were the
orders forwarded to the Tokyo Exchange. We
draw the conclusion that no actual delivery of
goods and commodity was intended and ever
made by the parties. In the realities of the
transaction, the parties merely speculated on the
rise and fall in the price of the goods/commodity
subject matter of the transaction. If private
respondent's speculation was correct, she would
be the winner and the petitioner, the loser, so
petitioner would have to pay private respondent
the "margin". But if private respondent was
wrong in her speculation then she would emerge
as the loser and the petitioner, the winner. The
petitioner would keep the money or collect the
difference from the private respondent. This is
clearly a form of gambling provided for with
unmistakeable certainty under Article 2018
If a contract which purports to be for the delivery
of goods, securities or shares of stock is entered
into with the intention that the difference
between the price stipulated and the exchange
or market price at the time of the pretended
delivery shall be paid by the loser to the winner,
the transaction is null and void. The loser may
recover what he has paid.
Page 9
GR No. 126376
Issues:
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
Page 10
Page 11
GR No. 132305
Page 12
Ruling:
1. The petitioneres had a cause of action to
institute an ejectment suit against the lessee
with the City Court thus the city court (now
MTC) has jurisdiction over it. The filing of
lessor of a suit with the RTC did not divest
the City Court of its jurisdiction to take
cognizance over the ejectment case.
2. The term stipulated in the contract of lease
with option to buy is just one (1) year.
Having failed to exercise the option within
that period, the lessee cannot enforce its
option to purchase anymore. Even assuming
that such option still subsists, when the
lessee tendered the amount on 1975, the
suit for specific performance to enforce the
option to purchase was filed only on 1985
ore more than ten (10) years after accrual of
the cause of action.
Since the lessee did not purchase within the
stipulated one (1) year and afterwhich still
kept possession thereof, there was an
implicit renewal of the contract reviving all
the terms in the original contract which are
only germane to the lessees rights of
continued enjoyment of the property leased.
The option to purchase is not deemed
incorporated.
3. There was no perfected contract of sale
between the parties. In herein case, the
lessee gave the money to Alice Dizon in an
attempt to resurrect the lapsed option.The
basis for agency is representation and a
person dealing with an agent is put upon
inquiry and must discover upon his peril the
authority of the agent. Here, there was no
showing that petitioners consented to the act
of Alice Dizon nor authorized her to act on
their behalf with regard to her transaction
with the lessee. Therefore, one of the
essential elements for a contract of sale to
be perfected is lacking: consent.
Page 13
Whether the
untenable?
amount
of
consignation
is
Rulings:
1. There is a valid Contract of Sale
because all the essential elements are
present. In herein case, petitioners
contention that there is no determinate
object is without merit. The receipt
described the lot as previously paid lot.
Since the lot subsequently sold to
respondent is said to adjoin the
previously paid lot on three sides
thereof, the subject lot is capable of
being determined without the need of
any new contract. The contract of Sale
can be gainsaid to be absolute because
there is no reservation of ownership.
The stipulation payment of full
consideration based on a survey shall
be due and payable in five (5) years
from the execution of deed of sale is
not a condition which affects the efficacy
of the contract. It merely provides for the
manner of computation of payment..
2. Consignation is proper only in cases
where an existing obligation is due. In
herein case since there is no deed of
sale yet thus the period when the
purchase price should be paid has not
commenced yet which makes it not yet
due and demandable. The court is not
erroneous because it thereafter ordered
the execution of deed and the
acceptance of the deposit.
3. The amount is based on the agreement
which is the law between the parties.
Thus, it is binding and the court can only
give force and effect to the intentions of
the parties.
4. Since there was no Deed of Sale yet
and the respondent wants to pay the
purchase price, he deemed it proper to
deposit it in the Court. Thus,
Prescription does not apply.
Issues:
Whether the Court erred in holding that there is
a valid contract of sale?
Whether the Court erred in holding that the
consignation is valid?
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
Page 14
LAGRIMAS
A.
BOY,
petitioner,
vs.
COURT OF APPEALS, ISAGANI P. RAMOS
and
ERLINDA
GASINGAN
RAMOS,
respondents.
April 14, 2004 G.R. No. 125088
FIRST DIVISION
AZCUNA, J.:
Ruling:
Facts:
Page 15
Page 16
Ruling:
The March 15, 1985 letter sent by the
COS through their lawyer to the CUSTODIO
reveals that the parties entered into a perfected
contract of sale and not an option contract.
A contract of sale is a consensual
contract and is perfected at the moment there is
a meeting of the minds upon the thing which is
the object of the contract and upon the price.
From that moment the parties may reciprocally
demand performance subject to the provisions
of the law governing the form of contracts.
The elements of a valid contract of sale
under Article 1458 of the Civil Code are (1)
consent or meeting of the minds; (2) determinate
subject matter; and (3) price certain in money or
its equivalent. As evidenced by the March 15,
1985 letter, all three elements of a contract of
sale are present in the transaction between the
petitioners and respondent. Custodio's offer to
purchase the Beata property, subject of the sale
at a price of $100,000.00 was accepted by the
COS. Even the manner of payment of the price
was set forth in the letter. Earnest money in the
amounts of US$1,000.00 and P40,000.00 was
already received by the COS. Under Article 1482
of the Civil Code, earnest money given in a sale
transaction is considered part of the purchase
price and proof of the perfection of the sale.
.
The COS were of the mistaken belief
that CUSTODIO had lost her "option" over the
Beata property when she failed to pay the
remaining balance of $70,000.00 pursuant to
their August 8, 1986 letter. Accordingly,
CUSTODIO acted well within her rights when
she attempted to pay the remaining balance of
$70,000.00 to complete the sum owed of
Page 17
Page 18
Ruling:
Page 19
was just an
privilege was
there was a
payment. No
enforced by
Page 20
the
Page 21
xxx
xxx
(3)
Foreclose the chattel mortgage on the
thing sold, if one has been constituted, should
the vendee's failure to pay cover two or more
installments. In this case, he shall have no
further action against the purchaser to recover
any unpaid balance of the price. Any agreement
to the contrary shall be void.
Page 23
Page 24
Page 26
Issue:
Whether or not there was a perfected
and enforceable contract of sale on October 11,
1983 which modified the earlier contracts to sell
which had not been validly rescinded.
Ruling:
The contracts to sell of 1961 were
cancelled to which the parties voluntarily bound
themselves. When petitioner failed to abide by
its obligation to pay the installments provision
No. 9 of the contract automatically took effect
which states that should the purchaser fail to
make the payment of any of the monthly
installments as agreed herein, this contract
shall, by the mere fact of nonpayment, expire by
itself and become null and void.
The 1961 agreements are contracts to
sell and not contracts of sale. The distinction
between these contracts is depicted in Adelfa
Properties, Inc. v. Court of Appeals which states
that the distinction between the two is important
for in a contract of sale, the title passes to the
vendee upon the delivery of the thing sold;
whereas in a contract to sell, by agreement the
ownership is reserved in the vendor and is not to
pass until the full payment of the price. In a
contract of sale, the vendor has lost and cannot
recover ownership until and unless the contract
is resolved or rescinded; whereas, in a contract
to sell, title is retained by the vendor until the full
payment of the price, such payment being a
positive suspensive condition and failure of
which is not a breach but an event that prevents
the obligation of the vendor to convey title from
becoming effective. Thus, a deed of sale is
considered absolute in nature where there is
neither a stipulation in the deed that title to the
property sold is reserved in the seller until the
full payment of the price, nor one giving the
vendor the right to unilaterally resolve the
contract the moment the buyer fails to pay within
a fixed period. Being contracts to sell, Article
1592 of the Civil Code which requires rescission
either by judicial action or notarial act is not
applicable.
Petitioner alleges that there was a new
perfected and enforceable contract of sale
between the parties in October 1983. Private
respondent's company lawyer volunteered that
after the cancellation of the 1961 agreements,
the parties should negotiate and enter into a
new agreement. However, after he had drafted
the contract and sent it to petitioner, the latter
deposited a check for downpayment but its
representative refused to sign the prepared
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
Page 27
Ruling:
Facts:
This refers to the complaint for
malpractice filed by Regalado Daroy against
Esteban Abecia, a member of the Bar.
Respondent Abecia was counsel of
complainant Daroy in a case for forcible entry
before the Municipal Trial Court of Opol,
Misamis Oriental. Judgment was rendered in
favor of complainant. To satisfy the judgment,
the sheriff sold at public auction a parcel of land
belonging to one of the defendants to
complainant Daroy as highest bidder. Upon
failure of the defendants to redeem the land, its
ownership was consolidated in complainant
Daroy.
Complainant
Daroy
claimed
that
respondent Abecia forged his signature in a
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
Page 28
Page 29
Page 30
FACTS:
Encarnacion Valdes-Choy advertised for
sale her paraphernal house and lot in Makati
City which Chua responded to. They both
agreed on a purchased price of P100,000.00
payable in cash.
Page 31
March 3, 1993
DAVIDE, JR.
Facts:
Ramon J. Hibionada and Visayan Sawmill
Company (VISAYAN SAWMILL) entered into a
sale involving scrap iron subject to the condition
that plaintiff-appellee will open a letter of credit in
the amount of P250,000.00 in favor of
defendant-appellant corporation on or before
May 15, 1983.
Ramon J. Hibionada through his man, started to
dig and gather and scrap iron at the VISAYAN
SAWMILL's premises, proceeding with such
endeavor until May 30 when VISAYAN
SAWMILL allegedly directed Hibionadas men to
desist from pursuing the work in view of an
alleged case filed against Hibionada by a certain
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
Page 33
PARAS, J.:
Facts:
Norma Leuenberger inherited the whole of Lot
No. 140 from her grandmother, Simeona J. Vda.
de Ditching. In 1952, she donated a portion of
Lot No. 140, about 3 ha., to the municipality for
the ground of a certain high school and had 4
ha. converted into a subdivision. In 1963, she
had the remaining 21 ha. or 208.157 sq. m.
relocated by a surveyor upon request of lessee
Ramon Jover who complained of being
prohibited by municipal officials from cultivating
the land. It was then that she discovered that the
parcel of land, more or less 4 ha. or 33,747
sq.m. used by Petitioner Municipality of
Victorias, as a cemetery from 1934, is within her
property.
Norma Leuenberger wrote the Mayor of Victorias
regarding her discovery, demanding payment of
past rentals and requesting delivery of the area
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
Held:
It is expressly provided by law that the thing sold
shall be understood as delivered, when it is
placed in the control and possession of the
vendee. Where there is no express provision
that title shall not pass until payment of the
price, and the thing gold has been delivered, title
passes from the moment the thing sold is placed
in the possession and control of the buyer.
Delivery produces its natural effects in law, the
principal and most important of which being the
conveyance of ownership, without prejudice to
the right of the vendor to payment of the price.
When the sale is made through a public
instrument, the execution thereof shall be
equivalent to the delivery of the thing which is
the object of the contract, if from the deed, the
contrary does not appear or cannot be clearly
inferred. The execution of the public instrument
operates as a formal or symbolic delivery of the
property sold and authorizes the buyer to use
the document as proof of ownership.
Respondent Norma Leuenberger admitted that
she inherited the land covered by Transfer
Certificate of Title No. T-34036 from her
grandmother, who had already sold the land to
the petitioner in 1934; hence, she merely
stepped into the shoes of her grandmother and
she cannot claim a better right than her
predecessor-in-interest.
Page 34
September 4, 2001.
YNARES-SANTIAGO, J.:
Facts:
The object of the controversy is a
portion of a vast tract of land located at Tindig na
Manga, Almanza, Las Pinas City. The spouses
Gerardo and Emma Ledonio, assigned to the
spouses Camilo and Ma. Marlene Sabio (herein
petitioners) all their rights, interests, title and
participation over a contiguous portion of the
subject property measuring 119,429 square
meters. Similarly, while the subject property was
still the object of several pending cases, the
International Corporate Bank, Inc. (or Interbank)
acquired from the Trans-Resource Management
and Development Corporation all of the latters
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
YNARES-SANTIAGO, J.:
Facts:
The instant controversy stemmed from a
dispute over a lot located in Pasay City and
registered in the name of Mariano Torres y
Chavarria,
the
predecessor-in-interest
of
respondents. Petitioner claims that he is the
lawful owner of the disputed lot, having
purchased it from a certain Eusebio Leonardo
Roxas who in turn acquired the same lot by
purchase from Mariano Torres. Petitioner filed a
complaint for Delivery of Possession of
Property, Owners Duplicate Certificate of Title,
Rentals and Damages.
Respondents, in their answer, countered
that since 1938 up to the present, the lot in
question has been registered in the name of the
late Mariano Torres y Chavarria, their
predecessors-in-interest and that they have
been in material possession thereof in the
concept of owners. Respondents maintain that
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
Page 37
Issue:
Whether or not the property(tractor) in question
belongs to the mortgagor upon the execution of
the chattel mortgage.
Ruling:
Petition granted. The decision of the Court of
Appeals was set aside. The decision of the trial
court was reinstated.
Ratio: (Dy, Jr. vs. Court of Appeals)
The mortgagor who gave the property as
security under a chattel mortgage did not part
with the ownership over the same. He had the
right to sell it although he was under obligation
to secure the written contract of the mortgagee.
And even if no consent was obtained from the
mortgagee, the validity of the sale would still not
be affected.
Article 1496 of the civil code states that the
ownership of the thing sold is acquired by the
vendee from the moment it is delivered to him in
any of the ways specified in Articles 1497 to
1501 or in any manner signifying an agreement
that the possession is transferred from the
vendor to the vendee.
The sale of the object tractor was consummated
upon the execution of the public instrument. At
this time constructive delivery was already
effected. Hence, the subject tractor was no
Page 38
Ruling:
The decision appealed from is SET ASIDE and
the decision of the trial court REINSTATED.
Facts:
The respondent LPJ Enterprises, Inc. had a
contract to supply 300,000 bags of cement per
year to Atlas Consolidated Mining Development
Corporation. Cesar Campos, a Vice-President of
petitioner Industrial Textile Manufacturing
Company of the Philippines(or Itemcop), asked
Lauro Panganiban, Jr., president of respondent
corporation, if he would like to cooperate in an
experiment to develop a plastic cement bags.
The petitioner agreed to the offer. The
experiment,however, was unsuccessful. Cement
dust oozed out under pressure through the small
holes of the woven plastic bags and the loading
and the loading platform was filled with dust. The
second batch o plastic bags subjected to trial
was likewise a failure. Although the weaving of
the plastic bags was already tightened, cement
dust still spilled through the gaps.
Page 39
Page 40
Page 41
First Division
Bellosillo, J.
Facts:
G.R. No.
Panganiban ,J.
Facts:
Page 42
PUNO, J.:
Facts:
Spouses Nicolas and Irene Tordesillas owned a
piece of land which their children Harod, Angela
and Rosario, and grandchildren Arnold and Lilia
de la Flor inherited. The heirs sold a part of the
land to Alberta Morales. Morales possessed the
lot as owner, constructed a house on it and
appointed a caretaker to oversee her property.
Arnold borrowed the Original Certificate of Title
(OCT) from Alberta covering the lot. Then, he
executed an Affidavit acknowledging receipt of
the OCT in trust and undertook to return said
title free from changes, modifications or
cancellations. However, Arnold used the OCT he
borrowed from the vendee Alberta Morales,
subdivided the entire lot into three sublots, and
registered them all under his name. Arnold did
not return the OCT belonging to Alberta despite
repeated requests. Arnold subsequently sold the
land to spouses Tomas and Sylvina Occea.
When the respondent heirs of Alberta learned of
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
G.R. No.132677
Page 46
Page 47
ISSUE:
WHETHER THERE WAS BAD FAITH
ON THE REGISTRATION OF THE LAND BY
THE RESPONDENTS
HELD:
Petition DENIED.
RATIO:
Article 1544 of the Civil Code is
relevant, thus:
Should
it
be
immovable
property, the ownership shall belong to
Page 48
Page 49
HELD:
CHINA AIRLINES, LTD. v. COURT OF
APPEALS, ANTONIO S. SALVADOR and
ROLANDO C. LAO
Petition DENIED.
17 August 2007
Page 51
September 5,
1997
Page 52
Held:
On Novation
On Double Sale
Prior registration of the disputed property by the
second buyer does not by itself confer
ownership or a better right over the property.
Article 1544 requires that such registration must
be coupled with good faith.
Knowledge gained by the first buyer of the
second sale cannot defeat the first buyer's rights
except where the second buyer registers in
good faith the second sale ahead of the first, as
provided by the Civil Code.
Knowledge gained by the second buyer of the
first sale defeats his rights even if he is first to
register the second sale, since such knowledge
taints his prior registration with bad faith (Art.
1544).
The Avenue Group was a buyer and registrants
in bad faith. They had actual knowledge of the
Page 53
March
10,
1993
Third Division
MELO, J.:
Page 54
Page 55
ROBERTO Z.
MACHUCA
LAFORTEZA vs.
ALONZO
Issues:
W the Memorandum of Agreement is a mere
contract to sell, as indicated in its title.
Page 57
Page 58
Page 59
ISSUE:
359 SCRA 91
First Division
Puno, J.:
FACTS:
Petitioners spouses Dinoare engaged in the
business of manufacturing and selling shirts.1
Respondent Sio is part owner and general
manager of a manufacturing corporation doing
business under the trade name "Universal Toy
Master Manufacturing."
Petitioners and respondent Sio entered into a
contract whereby the latter would manufacture
for the petitioners 20,000 pieces of vinyl frogs
and 20,000 pieces of vinyl mooseheads at P7.00
per piece in accordance with the sample
approved by the petitioners. These frogs and
mooseheads were to be attached to the shirts
petitioners would manufacture and sell.
Respondent Sio delivered in several installments
the 40,000 pieces of frogs and mooseheads.
Petitioner fully paid the agreed price.
Subsequently, petitioners returned to respondent
29,772 pieces of frogs and mooseheads for
failing to comply with the approved sample.
Petitioners then demanded from the respondent
a refund of the purchase price of the returned
goods in the amount of P208,404.00. As
respondent Sio refused to pay. Petitioners filed
action for collection of a sum of money.
Page 60
FACTS:
WENCESLAO had a contract with the Public
Estates Authority (PEA) for the improvement of
the main expressway in the R-1 Toll Project
along the Coastal Road in Paraaque City. To
fulfill its obligations to the PEA, WENCESLAO
entered into a contract with READYCON.
READYCON agreed to sell to WENCESLAO
asphalt materials valued at P1,178,308.75.
Under the contract, WENCESLAO was bound to
pay respondent a twenty percent (20%)
downpayment, or P235,661.75, upon delivery of
the materials contracted for. The balance of the
contract price, amounting to P942,647, was to
be paid within fifteen (15) days thereof. It was
further stipulated by the parties that respondent
was to furnish, deliver, lay, roll the asphalt, and if
necessary, make the needed corrections on a
prepared base at the jobsite.
Fifteen (15) days after performance of said work,
READYCON demanded that WENCESLAO pay
the balance of the contract price. WENCESLAO,
however, ignored said demand.On May 30,
1991, the counsel for READYCON wrote a
demand letter to WENCESLAO asking that it
make good on the balance it owed. Again,
WENCESLAO failed to heed the demand. It did
not even bother to reply to the demand letter.
READYCON filed a complaint with the RTC of
Pasig City for collection of a sum of money and
damages, with prayer for writ of preliminary
attachment against D.M. Wenceslao and/or
Dominador Dayrit.
In the proceedings below, WENCESLAO
admitted
that
it
owed
READYCON
P1,014,110.45 indeed. However, it alleged that
their contract was not merely one of sale but
also of service, namely, that respondent shall lay
the asphalt in accordance with the specifications
and standards imposed by and acceptable to the
government. WENCESLAO also alleged that
since the contract did not indicate this condition
with respect to the period within which the
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
ISSUE:
Was the obligation of WENCESLAO to pay
READYCON already due and demandable as of
May 30, 1991.
RULING:
Petition Denied.
Under Article 1582 of the Civil Code, the buyer is
obliged to pay the price of the thing sold at the
time stipulated in the contract. Both the RTC and
the appellate court found that the parties
contract stated that the buyer shall pay the
manufacturer the amount of P1,178,308.75.
Following the rule on interpretation of contracts,
no other evidence shall be admissible other than
the original document itself,26 except when a
party puts in issue in his pleading the failure of
the written agreement to express the true intent
of the parties.
However, to rule on whether the written
agreement failed to express the true intent of the
parties would entail having this Court reexamine
the facts. The findings of the trial court as
affirmed by the appellate court on this issue,
however, bind us now. For in a petition for
certiorari under Rule 45 of the 1997 Rules of
Civil Procedure, this Court may not review the
findings of fact all over again. Suffice it to say,
however, that the findings by the RTC, then
affirmed by the CA, that the extra condition
being insisted upon by the petitioners is not
found in the sales contract between the parties.
Hence it cannot be used to qualify the reckoning
of the period for payment. Besides, telling
Page 61
Page 62
.INTEGRATED
vs.
PACKAGING
COURT OF APPEALS
PAPER CO., INC.,
CORP.,
and FIL-ANCHOR
QUISUMBING, J.:
FACTS
Integrated Packaging Corp (petitioner) and FilAnchor Paper Co. Inc. (respondent) executed on
May 5, 1978, an order agreement whereby
respondent bound itself to deliver to petitioner
3,450 reams of printing paper. The materials
were to be paid within a minimum of thirty days
and maximum of ninety days from delivery.
Respondent filed with the Regional Trial Court
(RTC) a collection suit against petitioner for the
sum of P766,101.70, representing the unpaid
purchase price of printing paper bought by
petitioner on credit.
In its counterclaim, the petitioner denied the
material allegations of the complaint. It alleged
that respondent delivered only 1,097 reams of
printing paper which was short of 2,875 reams,
in total disregard of their agreement and also
failed to deliver the balance of the printing paper
despite demand therefor, hence, petitioner
suffered actual damages and failed to realize
expected profits.
ISSUE
Whether or not the respondent violated the order
agreement
RULING
PETITION DENIED. The respondent did not
violate the order agreement when the latter
failed to deliver the balance of the printing paper
on the dates agreed upon.
The transaction between the parties is a contract
of sale whereby respondent (seller) obligates
itself to deliver printing paper to petitioner
(buyer) which, in turn, binds itself to pay therefor
a sum of money or its equivalent (price). Both
parties concede that the order agreement gives
rise to a reciprocal obligations such that the
obligation of one is dependent upon the
obligation of the other. Reciprocal obligations
are to be performed simultaneously, so that the
performance of one is conditioned upon the
simultaneous fulfillment of the other. Thus,
respondent undertakes to deliver printing paper
of various quantities subject to petitioner's
corresponding obligation to pay, on a maximum
Page 63
Page 64
GREGORIO FULE,
vs
COURT OF APPEALS, NINEVETCH CRUZ
and JUAN BELARMINO
[G.R. No. 112212 March 2, 1998; Third
Division]
ROMERO, J.:
FACTS
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
Page 65
Page 67
Page 68
Issues:
Issue 1: Whether respondents are entitled to the
remedy of rescission despite of their noncompliance to their obligations to Central Bank.
Issue 2: Whether Central Bank is justified in
withholding the payment of the purchase price.
Held:
Issue 1: Respondents should not be allowed to
rescind the contract where they themselves did
not perform their essential obligation thereunder
which is to fill up the parcels of land with
escombro. It should be emphasized that a
contract of sale involves reciprocity between the
parties. Since respondents were in bad faith,
they may not seek the rescission of the
agreement they themselves breached.
Issue 2: Aside from the instances mentioned
under Article 1590 of the civil code, the vendee
is likewise entitled to withhold payment of the
purchase price if the vendor fails to perform any
essential obligation of the contract. Such right is
premised not on the aforequoted article, but on
general principles of reciprocal obligations.
Since respondents failed to comply with their
obligation, Central Bank is justified in
withholding its payment of the purchase price.
ALBERT
R.
PADILLA vs.
SPOUSES
FLORESCO
PAREDES
and
ADELINA
PAREDES, and THE HONORABLE COURT OF
APPEALS
G.R. No. 124874
Second Division
QUISUMBING, J.:
Page 69
Page 70
Page 71
Facts:
Private respondent Palao sold to petitioner
Iringan an undivided portion of land to be paid in
installments.
Due to petitioners failure to pay the full amount
on the second installment, private respondent
considered the contract rescinded. The
petitioner on the other hand, on its reply, did not
oppose the revocation of the contract but only
asked for the reimbursement of the initial
payment made.
Private respondent said that they are not
amenable regarding to the reimbursements
claimed. Simply put, no agreement between the
parties was made.
Issues:
1. Whether or not the contract of sale is
validly rescinded.
2. Whether or not the award of moral and
exemplary damages is proper.
Held:
1. Article 1592 requires the rescinding
party to serve judicial or notarial notice
of his intent to resolve the contract. The
party entitled to rescind should apply to
the court for a decree of rescission. The
operative act which produces the
resolution of contract is decree of court
not the mere act of vendor.
Page 72
Callejo Sr.
Held:
The Court ruled that the sale between
Concepcion and Iluminada is a
consummated contract of sale. The
contract specifies payment provision
wherein a deposit will be made at a time
of the execution of the instrument. The
vendor within 120 days shall be
delivered the certificate of title to the
vendee. Then, vendee will pay the
remaining amount.
Facts:
Concepcion Gil and sister Nieves Gil are
co-owners of a parcel of land. Nieves
and husband constructed a two storey
building on the said land. Concepcion
then filed a complaint against her sister.
The Court rendered judgment in favor of
Concepcion. Nieves appealed to the
Court of Appeals but the latter also
affirmed the assailed decision.
Issue:
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
Page 73
February 9, 2000
Buena, J.:
RULING:
FACTS:
Issue 1
ISSUE:
Issue 2
Page 74
Decision of CA is REVERSED.
Page 75
Nachura, J.:
FACTS:
RULING:
Page 76
G.R. No.154017
Page 77
Division: En banc
Ponente: Justice Davide
In line with the foregoing, the nonfulfillment could not even be considered a
breach, but simply an event that prevented the
obligation of the petitioner corporation to convey
title from acquiring binding force.
On
the
other
hand,
petitionercorporation insisted that the cancellation of the
contract was justified because of private
respondents non-compliance with essential preconditions, among which was the opening of an
irrevocable and unconditional letter of credit not
later than May 15, 1983.
Page 78
Third Division
None.
PANGANIBAN, J:
FACTS:
ISSUE:
RULING:
Page 79
ISSUE:
Third Division
CHICO-NAZARIO, J.:
FACTS:
RULING:
Eulalia was engaged in the business of buying
and selling large cattle. For this purpose, she
employed biyaheros whose primary task
involved the procuring of large cattle with the
financial capital provided by Eulalia and
delivering the procured cattle to her for further
diposal. To secure the financial capital she
advanced for the biyaheros Eulalia required
them to surrender the Transfer Certificates of
Title of their properties and to execute the
corresponding Deeds of Sale in her favour.
Dominador had been working for Eulalia as one
of her biyaheros for three decades so she no
longer required him to post any security in the
performance of his duties. However, Eulalia
found that he incurred shortage in his cattle
procurement operation so Dominador and his
wife Rosalia Bandong executed a Deed of Sale
in favour of Eulalia. The subject property was
thereafter sold by Eulalia and her spouse Carlos
Raymundo to Eulalias grandniece Jocelyn
which was later registered in the name of
Jocelyn and her husband Angelito Buenaobra.
Spouses Buenaobra instituted before the MeTC
an action for ejectment against Souses Bandong
which they opposed on the ground that they are
the rightful owners. Spouses Bandong instituted
an action for annulment of sale before RTC
against Eulalia and Jocelyn on the ground that
their consent to the sale of the subject property
was vitiated by Eulalia after they were served by
Jocelyns counsel to vacate. They alleged that
there was no sale intended but only equitable
mortgage for the purpose of securing the
shortage incurred by Dominador while employed
as biyahero. Jocelyn maintained that she was
a buyer in good faith and for value. The court of
appeals reversed the RTC Decision and found
that the transaction entered into by Dominador
and Eulalia was not one of sale but an equitable
mortgage. Hence this petition.
1. No.
In executing the said Deed of
Sale, Dominador and Eulalia never
intended the transfer of ownership of the
subject property but to burden the same
with an encumbrance to secure the
indebtedness incurred by Dominador on
the occasion of his employment with
Eulalia. By Eulalias own admission it
was her customary business practice to
require her biyaheros to deliver to her
the titles to their real properties and to
execute in her favour the corresponding
deeds of sale over the said properties
as security for the money she provided.
Hence, said transaction is an equitable
mortgage, so that Eulalia has no right to
subsequently transfer ownership of the
subject property, in consonance that
nobody can dispose of what he does not
have. Their relationship is merely
mortgagor and mortgagee rather than
seller and buyer. The contention of
petitioner that Dominador ceded his
property to Eulalia as payment for his
obligation for it is contrary to human
experience because he would first look
for means to settle his obligation and the
selling of a property on which his house
that shelters them stand would be his
last resort.
2. No.
Jocelyn is a grandniece of
Eulalia which resides in the same
locality where the latter lives and
conducts
her
principal
business.
Therefore it is impossible for her not to
acquire knowledge of her grand aunts
business practice of requiring her
Page 80
Page 81
FIRST DIVISION
YNARES-SANTIAGO, J.:
Issue:
Facts:
Ruling:
Page 82
Page 83
Third Division
PANGANIBAN, J.:
FACTS: A fishpond located in Arellano-Bani
Dagupan City is co-owned by brothers Antonio,
Page 84
Page 85
Second Division
Quisumbing, J:
Facts:
Ruling:
Petition DENIED.
Issues:
1.) Whether Art. 1602 (presumption of
equitable mortgage) is inapplicable
to the instant case.
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
_______________________________________
Page 86
Page 87
Mendoza, J:
Facts:
Gorgonio Macainan was the owner of
several properties in Bacolod City. Upon his
death in 1966, his estate was divided among his
heirs, including Berbonia who had predeceased
him. In turn, her children Rafael, Lourdes and
Teresita, surnamed Medalla succeeded to her
inheritance. Rafael Medallas share consisted of
five hectares in Lot No. 1031 and 1,197 sq.m. in
the Lopez Jaena property.
Issues:
1.) Whether Art. 1602 of the Civil Code
is present in the instant case.
2.) Whether the contract of deed of
absolute sale executed is the law
between the parties.
Ruling:
1.) Under Art. 1602 in relation to Art.
1604 of the Civil Code, a contract purporting to
be an absolute sale is presumed to be an
equitable mortgage
Page 88
Petition DENIED.
Page 89
MELO, J.:
Private
respondents
Nicanor
de
Guzman, Jr. and Ester de Guzman were the
owners of three lots located in Greenhills
Subdivision, San Juan, Metro Manila. In 1971,
they constructed, at a cost of P3 million, a 1,200
square meter residential house on two of the
lots. In 1987, the market value of the lots already
ranged from P4,000 to P5,000 per square meter
while the house was worth about P10 million.
Sometime in 1987, Nicanor de Guzman,
Jr. decided to run for the position of
Representative of the Fourth District of Nueva
Ecija. Sometime in April 1987, however, de
Guzmans campaign fund began to run dry and
he was compelled to borrow P2.5 Million from
Mario Siochi. The de Guzman spouses were
required to sign, as a sort of collateral, a deed of
sale dated April 10, 1987 whereby they
purportedly sold 2 of the 3 lots along with the
improvements thereon, to Siochi. De Guzman
was able to obtain two more loans of
P500,000.00 each from Siochi. No additional
collateral was required, the "deed of sale" being
more than sufficient to cover the original P2.5
million loan and the additional P1 million loan.
Despite the "deed of sale," however, the de
Guzmans remained in possession of the
property. Aside from these loans, de Guzman
also owed Siochi several debts, to repay these
other loans, the de Guzmans agreed with Siochi
to have their 1,411 square meter vacant lot,
which had already been "sold" to Siochi under
the April 10, 1987 deed of sale, sold. The sale of
the same amounted to P4.8 Million, the
proceeds of which were all retained by Siochi. In
the meantime and without the knowledge of the
de Guzman spouses, Siochi had the spouses
TCT cancelled on the basis of the deed of sale
executed by the spouses on April 10, 1987, and
had new Torrens titles issued in his name.
On June 20, 1987, Siochi sold the two
lots and the improvements thereon for P2.75
Million to herein petitioners Jayme and Evelyn
Uy. Thereafter, petitioners had Siochis titles
over the lots cancelled and had new titles issued
over the property. On July 1, 1988, petitioners
entered into a contract of lease with option to
buy with Roberto Salapantan. Salapantan was,
however, unable to obtain possession of the lots
since the premises were occupied by the de
Guzman spouses. Consequently, Salapantan
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
Page 90
GONZAGA-REYES, J.:
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
Page 91
OF
Page 93
Page 95
Facts:
Issue:
Whether or not the transaction between the
parties was not a sale but an equitable
mortgage?
Ruling:
Petition Denied
Page 98
Coming
now to
the temporary
possession of the subject land by
petitioner, the court find credibility in
private respondents claim that the
spouses Tupas gave petitioner a ten
(10) year period to occupy the subject
land as part of their mortgage
agreement. That period of time may well
be deemed as the time allotted to the
spouses Tupas, as mortgagors, to pay
their indebtedness to petitioner. That
petitioner vacated the subject land after
having occupied the same only
underscores the fact that no sale took
place between the parties. Otherwise,
why would she, as rightful owner,
abandon the property she already was
in possession of, only to leave
possession of the same to her vendor?
Issue:
Whether or not the transaction between the
parties was not a sale but an equitable
mortgage?
Ruling:
Petition denied.
Page 101
Page 102
vs.
MARTIN B. PAPIO, respondent.
THIRD DIVISION
Page 104
FIRST DIVISION
Ponente: SANDOVAL-GUTIERREZ
Third Division
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
Page 105
ISSUE:
Whether the subject contract is that of
sale or an equitable mortgage?
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
RATIO DECIDENDI:
The Deed of Sale with right to
repurchase qualifies as an equitable mortgage
under Article 1602, for respondent merely
secured the payment of the unpaid car rentals
and the amount advanced by petioner to Jojo
Lee.
Provided for are the cases to presume a
contract to be an equitable mortgage under
Article 1602 (NCC):
(1.)
(2.)
(3.)
(4.)
(5.)
(6.)
Octavio
and
Lorbes
(petitioners)
mortgaged their parcel of land in Antipolo, Rizal
to Florencio and Nestor Carlos for Php 150,
000.00 that subsequently increased to Php 500,
000.00 in a year.
In fear of foreclosure,
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
Page 107
(4.)
(5.)
(6.)
(2.)
ISSUES:
Whether the Deed of Absolute Sale
entered into by the parties was an equitable
mortgage?
HELD:
The Deed of Absolute Sale is an
equitable mortgage.
The CA decision is
reversed and the RTC decision is reinstated.
RATIO DECIDENDI:
There is no conclusive test to determine
whether a deed of absolute sale on its face is
really a simple loan accommodation secured by
a mortgage, ergo; the decisive decisive factor in
Page 108
Page 109
THIRD DIVISION
FRANCISCO, J.:
FACTS
Page 110
ISSUE
RULING
Page 112
SECOND DIVISION
QUISUMBING, J.:
FACTS
ISSUE
RULING
Decisive for the proper determination of the true
nature of the transaction between the parties is
the intent of the parties. There is no conclusive
test to determine whether a deed absolute on its
face is really a simple loan accommodation
secured by a mortgage.
Page 114
Page 115
brought
the
ISSUE:
Whether or not the contract between the
parties was an absolute sale with pacto de retro.
HELD: NO.(it was
equitable mortgage)
held
as
mere
FACTS:
Page 117
HELD: YES.
There is no ambiguity at all in the
decision that would warrant clarification. If at all,
the ambiguity is merely ostensible. At first blush,
the dispositive portion of the RTC Decision
declaring the consolidation of ownership of the
property in petitioner, on one hand, and granting
respondents thirty (30) days to repurchase the
property, on the other, appears inconsistent.
The dispositive portion, however, also makes
reference to the third paragraph of Article 1606
of the New Civil Code. Taken together, it
becomes obvious that the consolidation of the
property in petitioner is subject to the
suspensive condition of respondents failure to
repurchase within the thirty-day period.
At any rate, the grant of the right to repurchase
to respondents is in accordance with the third
paragraph of Article 1606, a provision not found
in the old Civil Code. The legislative intent
behind this Article, along with Articles 1602-1605
and 1607 of the same Code, is to accord the
vendor a retro the maximum safeguards for the
protection of his legal rights under the true
agreement of the parties.
Experience has
demonstrated too often that many sales with
right to repurchase have been devised only to
circumvent or ignore our usury laws and for this
reason, the law looks upon then with disfavor.
Article 1606 is intended to cover suits where the
seller claims that the real intention was a loan
with equitable mortgage but decides otherwise.
The seller, however, must entertain a good faith
belief that the contract is an equitable mortgage.
The RTC in this case made no finding in its
Decision that respondents defense that the
pacto de retro sale was an equitable mortgage
was not made in good faith. Indeed, it does not
appear that petitioner even attempted to prove
bad faith on the part of respondents during the
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
Page 120
August 9, 2004
CORONA, J.:
Facts:
Respondent spouses Januario Antonio
Veloso and Natividad Veloso obtained a loan of
Page 121
Issue:
Ratio Decidendi:
December 4, 1995
GR No. 104114
Bellosillo, J.:
FACTS:
GR No.150060
First Division
Ponente: Vitug, J.
Page 126
HTP.
Issues:
Page 127
No amicable settlement was reached at pretrial. Trial ensued and on August 11, 2000, the
trial court ruled against petitioners
On appeal, CA modified tha decision of the trial
court
Issue:
Whether CA erred in
(1) recognizing petitioner Nelson Cabales
as co-owner of subject land but denied
him the right of legal redemption, and
(2) not recognizing petitioner Rito Cabales
as co-owner of subject land with similar
right of legal redemption.
Held:
Petition denied, CA decision affirmed with
modification.
Ratio:
-When Rufino Cabales died intestate, his wife
Saturnina and his six (6) children survived and
succeeded him. Article 996 of the New Civil
Code provides that [i]f a widow or widower and
legitimate children or descendants are left, the
surviving spouse has in the succession the
same share as that of each of the children.
-Verily, the seven (7) heirs inherited equally on
subject property. Petitioner Rito and Alberto,
petitioner Nelsons father, inherited in their own
rights and with equal shares as the others.
-But before partition of subject land was
effected, Alberto died. By operation of law, his
rights and obligations to one-seventh of subject
land were transferred to his legal heirs his wife
and his son petitioner Nelson.
-The first sale with pacto de retro to Dr.
Corrompido by the brothers and co-owners
Bonifacio, Albino and Alberto was valid but only
as to their pro-indiviso shares to the land. When
Alberto died prior to repurchasing his share, his
rights and obligations were transferred to and
assumed by his heirs, namely his wife and his
son, petitioner Nelson. But the records show
that it was Saturnina, Albertos mother, and not
his heirs, who repurchased for him. As correctly
ruled by the Court of Appeals, Saturnina was not
subrogated to Albertos or his heirs rights to the
property when she repurchased the share.
-Upon redemption from Dr. Corrompido, the
subject property was resold to respondentsspouses by the co-owners. Petitioners Rito and
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
Page 130
Issue:
Whether or not petitioner Primary
Structures Corporation has the right of
redemption over the three parcels of land.
Ruling:
Facts:
Petitioner is a private corporation in
Cebu City and the registered owner of Lot
situated in Liloan, Cebu. Adjacent to the lot of
petitioner are 3 parcels of land. The 3 lots have
been sold by Hermogenes Mendoza to
respondent spouses.
Petitioner learned of the sale of the lots
then it sent a letter to respondents signifying its
intention to redeem the three lots. Petitioner sent
another letter to respondents tendering payment
of the price paid to Mendoza by respondents for
the lots. Respondents, in response, informed
petitioner that they had no intention of selling the
parcels.
Invoking the provisions of
Articles 1621 and 1623, petitioner filed an action
against respondents to compel the latter to allow
the legal redemption. Petitioner claimed that
neither Mendoza, the previous owner, nor
respondents gave formal or even just a verbal
notice of the sale of the lots as so required by
Article 1623 of the Civil Code.
Regional Trial Court of Cebu
dismissed
petitioners
complaint
and
respondents'
counterclaim.
Both
parties
appealed the decision of the trial court to the
Court of Appeals. The appellate court affirmed
the assailed decision.
Sales Case Digests
UST Faculty of Civil Law
2A SY 2009-2010
Page 131
July 4, 2007
Facts:
Edgar Ledonio obtained from Patrocinio
S. Picache two loans with the amount of
P60,000.00, and covered by promissory notes
duly signed by him.
Later on, Picache transferred his due
from
Ledonio
to
Capitol
Development
Corporation .
However, Ledonio failed to pay any of
the loans covered by the promissory notes when
they became due. The corporation demanded
payment from him but refused to do so. He
denied that he made such promissory notes in
favor of Picache and he further alleged that he
only signed the promissory notes as a result of
intimidation and fraud. He alleged that when he
made the promissory notes, they were only used
by Picache by taking advantage of his signature.
Page 132
Issue:
whether or not Caltex Philippines has a better
right over the Certificate of time deposits?
Held:
Security Bank has a better right because the
assignment of the CTDs made by Angel de la
Cruz in favor of respondent bank was embodied
in a public instrument. Art. 1625. An assignment
of credit, right or action shall produce no effect
as against third persons, unless it appears in a
public instrument, or the instrument is recorded
in the Registry of Property in case the
assignment involves real property.
Respondent bank duly complied with this
statutory requirement. Contrarily, petitioner,
whether as purchaser, assignee or lien holder of
the CTDs, neither proved the amount of its credit
or the extent of its lien nor the execution of any
public instrument which could affect or bind
private respondent. Necessarily, therefore, as
between petitioner and respondent bank, the
latter has definitely the better right over the
CTDs in question.
Page 133
ATOK
FINANCE
CORPORATION,
petitioner vs. COURT OF APPEALS, SANYU
CHEMICAL CORPORATION, DANILO E.
ARRIETA, NENITA B. ARRIETA, PABLITO
BERMUNDO
and
LEOPOLDO
HALILI,
respondents.
G.R. No. 80078 May 18, 1993
FELICIANO, J.:
FACTS: Private respondents Sanyu Chemical
corporation ("Sanyu Chemical") as principal and
Sanyu Trading Corporation ("Sanyu Trading")
along with individual private stockholders of
Sanyu Chemical, namely, private respondent
spouses Danilo E. Halili and Pablico Bermundo
as sureties, executed in the continuing
Suretyship Agreement in favor of Atok Finance
as creditor. Under this Agreement, Sanyu
Trading and the individual private respondents
who were officers and stockholders of Sanyu
Chemical
did
jointly
and
severally
unconditionally guarantee to ATOK FINANCE
CORPORATION the full, faithful and prompt
payment and discharge of any and all
indebtedness of private respondent to the
Creditor Atok. The word "indebtedness" is used
herein in its most comprehensive sense and
includes any and all advances, debts,
obligations and liabilities of Principal or any one
or more of them.
On 27 November 1981, Sanyu Chemical
assigned its trade receivables outstanding as of
27 November 1981 with a total face value of
P125, 871.00, to Atok Finance in consideration
of receipt from Atok Finance of the amount of
P105, 000.00. The assigned receivables carried
a standard term of thirty (30) days; it appeared,
however, that the standard commercial practice
was to grant an extension up to one hundred
twenty (120) days without penalties. Later,
additional trade receivables were assigned by
Page 136
Page 137