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Onerous
Commutative
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HELD:
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CONSENT: Parties
1. Minors, insane or demented persons, deaf-mutes
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& their 5 minor children were her only heirs. Court authorized Vicente
to sell estate of Ignacia.
9 Aug 84: Ignacia sent letter to Sps. Mijares demanding the
return of her share in the lot. She filed complaint for annulment of
sale against Sps. Mijares.
Sps. Mijares claimed that they are purchasers in good faith & sale
was valid because it was duly approved by the court. Vicente, on the
other hand, contended that what he sold to Sps. Mijares was only his
share & that he never represented that Ignacia was already dead. He
likewise testified that Sps. Mijares took advantage of his illiteracy by
filing a petition for the issuance of letters of administration &
appointment of guardian without his knowledge.
ISSUE: WON the sale of Vicente without Ignacias consent was valid
ISSUE: WON there was valid sale between Eugenia & Concepcion
HELD:
Governing laws at the time the assailed sale was contracted are
Articles 166 & 173.
HELD:
Voidable but already prescribed. There was a perfected contract
of sale between Eugenia and Concepcion. Records show that Eugenia
offered to sell a portion of the property to Concepcion, who accepted
the offer and agreed to pay P100k as consideration. The contract of
sale was consummated when both parties fully complied with their
respective obligations. Eugenia delivered the property to Concepcion,
who in turn, paid Eugenia the price of P100k.
The verbal contract of sale between Eugenia and Concepcion did
not violate the provisions of the Statute of Frauds that a contract for
the sale of real property shall be unenforceable unless the contract or
some note or memorandum of the sale is in writing and subscribed
by the party charged or his agent. When a verbal contract has been
completed, executed or partially consummated, as in this case, its
enforceability will not be barred by the Statute of Frauds, which
applies only to an executory agreement. Thus, where one party has
performed his obligation, oral evidence will be admitted to prove the
agreement. The oral contract of sale between Eugenia and
Concepcion was evidenced by a receipt signed by Eugenia. Antonio
also stated that his wife admitted to him that she sold the property to
Concepcion.
Undisputed that the subject property was conjugal and sold by
Eugenia in Apr 1987 or prior to the effectivity of FC on 3 Aug 88.
Article 254 of which repealed Title V, Book I of the Civil Code
provisions on the property relations between husband and wife.
However, Article 256 thereof limited its retroactive effect only to cases
where it would not prejudice or impair vested or acquired rights in
accordance with the Civil Code or other laws. In the case at bar,
vested rights of Concepcion will be impaired or prejudiced by the
application of the Family Code; hence, the provisions of the Civil Code
should be applied.
Consent of both Eugenia and Antonio is necessary for the sale of
the conjugal property to be valid. Antonios consent cannot be
presumed. No evidence that Antonio participated or consented to the
sale of the conjugal property. Eugenia alone is incapable of giving
consent to the contract. Therefore, in the absence of Antonios
consent, the disposition made by Eugenia is voidable. Being an oral
contract, action to annul must be commenced within 6 yrs from time
the right of action accrued.
Eugenia sold the property in April 1987 hence Antonio should
have asked the courts to annul the sale on or before April 1993. No
action was commenced by Antonio to annul the sale, hence his right
to seek its annulment was extinguished by prescription.
Even assuming that the 10-yr prescriptive period under Art. 173
should apply, Antonio is still barred because since April 1987, more
than 10 yrs had already lapsed without any such action being filed.
Art. 166. Unless the wife has been declared a non compos mentis or a
spendthrift, or is under civil interdiction or is confined in a leprosarium, the
husband cannot alienate or encumber any real property of the conjugal
partnership without the wifes consent. If she refuses unreasonably to give her
consent, the court may compel her to grant the same.
Art. 173. The wife may, during the marriage and within ten years from
the transaction questioned, ask the courts for the annulment of any contract
of the husband entered into without her consent, when such consent is
required, or any act or contract of the husband which tends to defraud her or
impair her interest in the conjugal partnership property. Should the wife fail to
exercise this right, she or her heirs after the dissolution of the marriage, may
demand the value of property fraudulently alienated by the husband.
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document which does not, however, contain the same terms & conditions as in
the first docu signed by the husband, a valid transaction could not have arisen.
parcels for her benefit. CA affirmed, ruling that the minor knew the
particulars of and approved the transaction.
FACTS:
19 Dec 62: Mercedes Calimlim-Canullas and Fernando Canullas
were married. After Fernandos father died in 65, Fernando inherited
the land in question.
78: Fernando abandoned his family & was living with Corazon
Daguines. They were convicted of concubinage.
15 Apr 80: Fernando sold subject property with the house to
Daguines for P2k. In docu of sale, Fernando described the house as
also inherited by me from my deceased parents.
Unable to take possession of house and lot, Daguines initiated
complaint for quieting of title and damages against Mercedes. On the
other hand, Mercedes argued that the house was built with conjugal
funds and through her industry & that sale of land together with
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: WON there was valid sale between Fernando and Daguines
HELD:
Null and void for being contrary to morals & public policy. 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 land belonging to
one of the spouses, upon which the spouses have built a house,
becomes conjugal property only when the conjugal partnership is
liquidated and indemnity paid to the owner of the land.
Fernando could not have alienated the house and lot to Daguines
since Mercedes had not given her consent to said sale. 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 law emphatically prohibits the spouses from selling property
to each other subject to certain exceptions. Similarly, donations
between spouses during marriage are prohibited. While Art. 133 of
the Civil Code considers as void a donation between the spouses
during the marriage, policy considerations of the most exigent
character as wen as the dictates of morality require that the same
prohibition should apply to a common-law relationship.
3.
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Attorneys
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Judges
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Licit
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Hence, no need for NFA and Soriano to enter into a new contract
to determine the exact number of cavans of palay to be sold. Soriano
can deliver so much as long as it does not exceed 2,640 cavans.
Contention that there was no consent because there was no
acceptance of the 630 cavans: untenable. Sale is a consensual
contract, "there is perfection when there is consent upon the
subject matter and price, even if neither is delivered. The acceptance
referred to which determines consent is the acceptance of the offer of
one party by the other and not of the goods delivered as contended
by NFA. The reason why NFA initially refused acceptance of the 630
cavans of palay delivered by Soriano is that it (NFA) cannot legally
accept the said delivery because Soriano is allegedly not a bona fide
farmer. But TC & CA found that Soriano was a bona fide farmer
hence, qualified to sell palay grains. Therefore, NFAs refusal to accept
was without just cause.
SCHUBACK & SONS vs. CA (1993)
1981: Ramon San Jose contacted Schuback & Sons PH Trading
Corp through PH Consulate General in Hamburg, West Germany
because he wanted to purchase MAN bus spare parts from Germany.
16 Oct 81: San Jose submitted to Schuback & Sons a list of the
parts he wanted to purchase with specific part numbers &
description. Schuback & Sons referred the list to Schuback Hamburg
for quotations. Then it sent to San Jose a letter, enclosing its offer on
the items listed.
4 Dec: San Jose informed Schuback & Sons that he preferred
genuine to replacement parts & requested 15% on all items.
17 Dec: Schuback & Sons submitted its formal offer containing
the item number, quantity, part number, description, unit price & total
to San Jose San Jose informed Schuback of his desire to avail of
the prices of parts at that time & enclosed Purchase Order 0101,
containing the item number, part number, description. San Jose
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Price
1.
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The subject matter of the case is a fishpond, Lot 4626, with an area of
more than 13hec, owned by 9 persons in different proportions.
The co-owners leased it to Mrs. Catindig for 10 yrs from 1 Oct 41. After
the termination, Mrs. Catindig remained in possession because she was
negotiating for its purchase for P52k.
18 Oct 60: German Ramirez, one of the co-owners, executed a deed
wherein he sold his 2/16 share to Mrs. Catindig for P6,500.
Two weeks later, Pedro Villanuava, learned of the sale but the sale
retroacted to 13 Apr 50.
18 Nov 60: Heirs of Roque filed action against Mrs. Catindig to compel
her to allow them to redeem the portion sold by German. Subsequently
amended their complaint, including prayer for recovery of possession of
the fishpond.
CAs Findings: Consideration of P52k was not paid by Mrs. Catindig
because she was not able to obtain a loan, the proceeds of which would
have been used to pay the co-owners who had executed simulated sales of
their shares. There was no notarized deed of sale because Mrs. Catindig
did not pay the price to the co-owners except German Ramirez. Two coowners did not barter their shares for the two parcels of land owned by
Mrs. Catindig. What the said co-owners did was to possess the lands of
Mrs. Catindig in exchange for the latter's possession of their shares in the
fishpond.
the 1,012-sqm lot which he claims he also bought from de Leon actually
forms part of Lequins lot. It cannot be denied by Vizconde that the lot
which they actually bought, is the dried up canal which is adjacent to
petitioners 10,115-sqm lot. There was deception on the part of
Raymundo when he misrepresented to Lequin that the 1,012-sqm lot he
bought from de Leon is a separate and distinct lot from the 10,115-sqm
lot the Lequin bought from de Leon.
As to the issue of lack of consideration: affirmative. The contract of sale
appears to be supported by a valuable consideration. However, this is a
simulated sale and unsupported by any consideration, for Vizconde never
paid the P15k purported purchase price.
The evidence of Lequin was uncontroverted as Vizconde failed to
adduce any proof that they indeed paid P15k to Lequin. Indeed, having
asserted their purchase of the 512-sqm portion of Lequin based on the
Kasulatan, it behooves upon Vizconde to prove such affirmative defense of
purchase. Unless the party asserting the affirmative defense of an issue
sustains the burden of proof, his or her cause will not succeed.
It was established that it was Lequin who paid Vizconde P50k & execute
a DOS in favor of the latter. Where the deed of sale states that the
purchase price has been paid but in fact has never been paid, the deed of
sale is null and void ab initio for lack of consideration.
Hence, P50k paid by Lequin must be restored to them.
ISSUE: WON the alleged sales of respondents shares are simulated and
void ab initio
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b.
Price is false
c.
Non-payment of price
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2.
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3.
real, not fictitious. It is not necessary that the certainty of the price be
actual or determined at the time of executing the contract. The fact that
the exact amount to be paid therefor is not precisely fixed, is no bar to an
action to recover such compensation, provided the contract, by its terms,
furnishes a basis or measure for ascertaining the amount agreed upon.
The price could be made certain by the application of known factors;
where, in a sale of coal, a basic price was fixed but subject to modification,
the price was held certain. A contract of sale is not void for uncertainty
when the price, though not directly stated in terms of pesos and centavos,
can be made certain by reference to existing invoices identified in the
agreement. In this respect, the contract of sale is perfected. The price must
be certain, otherwise there is no true consent between the parties. There
can be no sale without a price.
There was no meeting of the mind as to the price, expressly or
impliedly, directly or indirectly.
As to applicability of Statute of Frauds & law on double sale: the
statute of frauds applies only to executory contracts and not to partially or
completely executed ones. However, there is no perfected contract in this
case, therefore there is no basis for the application of the statute of frauds.
The application of such statute presupposes the existence of a perfected
contract and requires only that a note or memorandum be executed in
order to compel judicial enforcement thereof. Also, the civil law rule on
double sale finds no application because there was no sale at all to begin
with.
What took place was only a prolonged negotiation to buy and to sell,
and at most, an offer and a counter-offer but no definite agreement was
reached by the parties.
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4.
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No positive proof was adduced that Judge Amado had fully accepted
Salvadors sketchy proposal. Even if the handwritten note actually referred
to the subject property, it merely points to the fact that the parties were, at
best, negotiating a contract of sale. Judge Amado had not expressed his
unconditional acceptance of Salvadors offer. He merely expressed that he
was considering the sale of the subject property, but it was nevertheless
clear that he still was unprepared to sign the contract.
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5.
the attorneys for Datu Bualan. A judgment was rendered in favor of Datu
Bualan & his co-claimants.
However, a controversy arose between the Bagobos & their attorneys as
to the amount of attorneys fees, whereupon the attorneys took possession
of the property. An action was brought by the Bagobos against their
former attorneys for recovery. Judgment was rendered ordering attorneys
to retun the property & requiring the Bagobos to pay their former
attorneys P6k as fees. And so, Datu Bualan paid Sarenas & Braganza
P5,126.13. They also paid to the municipal treasurer of Davao in the name
of Sarenas & Braganza for taxes & penalties due on the property while it
was still in possession of the attorneys, the sum of P1,035.87. The
Bagobos assumed that these payments satisfied the judgment against
them.
Sarenas & Braganza claimed that the sum paid to the municipal
treasurer of Davao should not be credited on the amount of the judgment
obtained by them. They caused the clerk of court to issue a writ of
execution on said judgment. Sheriff levied Lot 700 & sold it to Sarenas &
Braganza for P877.25. Upon failure of the Bagobos to redeem the
property, they filed an action, alleging that they were absolute owners of
Lot 700.
Trial court ruled in favor of Datu Bualan & ordered registration of the lot
in their names. However, the property was subject to a lien in favor of
Sarenas & Braganza for P877.25 with interest.
Ruling of the trial court: the sale by the sheriff of the property in
question in favor of Sarenas & Braganza was null and void, because it was
not made in accordance with the requirements of the law, and also
because the amount of P877.25 paid by Sarenas and Braganza was
absolutely inadequate.
ISSUE: WON the sale in favor of Sarenas & Braganza was null and void
Affirmative. It appears that in 1927 the assessed value of the contested
property was more than P60k. A judicial sale of real property will be set
aside when the price is so inadequate as to shock the conscience of the
court.
The amount paid by Datu Bualan and his co-claimants for taxes and
penalties due on the contested property should be credited on the
judgment obtained by Sarenas and Braganza. Such taxes and penalties
accrued while the property was in that possession under a claim of
ownership.
BRAVO-GUERRERO vs. BRAVO (2005)
Sps. Bravo owned two parcels of land. The properties contain a large
residential dwelling, a smaller house & other improvements.
Sps. Mauricio & Simona Bravo had 3 children Roland, Cesar, Lily.
Cesar died without issue. Lily married David Diaz & had a son David.
Roland had 6 children Elizabeth, Edward, Roland, Senia, Benjamin,
Ofelia.
17 Jun 66: Simona executed a General Power of Attorney appointing
Mauricio as her atty-in-fact, whereby she authorized Mauricio to "mortgage
or otherwise hypothecate, sell, assign and dispose of any and all of my
property, real, personal or mixed, of any kind whatsoever and wheresoever
situated, or any interest therein. Mauricio subsequently mortgaged the
properties to PNB & DBP for P10k & P5k.
25 Oct 70: Mauricio executed a DOS with Assumption of Real Estate
Mortgage conveying the properties to Roland, Ofelia & Elizabeth as
vendees. This was conditioned on the payment of P1k & on the assumption
of the loan obligation with PNB & DBP. DOS was notarized by Atty. Guzman
but was not annotated on the TCT. The mortgage loans & receipts for loan
payments continued to be in Mauricios name even after his death.
Simona died.
23 Jun 97: Edward, represented by wife Fatima, filed action for judicial
partition of the properties, claiming that he & other grandchildren of
Mauricio & Simona are co-owners of the properties by succession. Despite
this, Elizabeth refused to share with him the possession & rental income.
Edward then amended his complaint, including a prayer to annul the DOS,
claiming that it was merely simulated to prejudice the other heirs.
ISSUE: WON Mauricio executed the DOS without Simonas consent, WON
the sale was simulated as shown by the grossly inadequate consideration
1) Negative. Art. 166 applies only to properties acquired by the
conjugal partnership after the effectivity of the CC 30 Aug 50. Although
there is no dispute that the properties were conjugal properties of
Mauricio and Simona, the records do not show, and the parties did not
stipulate, when the properties were acquired. And under Art. 1413 of old
Spanish CC, the husband could alienate conjugal partnership property for
valuable consideration without the wifes consent
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POLICITACION
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P50k was actually earnest money. It was not distinct from the cause or
consideration for the sale of the property, but was itself a part thereof. It
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a.
action had prescribed. There were allegations by Sps. Villamor that they
demanded from Sps. Reyes as early as 1984 the enforcement of their
rights under the contract. Still, it was beyond the 10 years period
prescribed by the Civil Code.
Also, to allow Sps. Villamor to demand the delivery of the property
subject of this case 13 years or 17 years after the execution of the deed at
the price of only P70/sqm is iniquitous. The price of real estate in Metro
Manila is continuously on the rise.
b.
No Separate Consideration
Since the option to purchase clause has no definite period within which
the lease premises will be offered for sale to Golden & the price is made
subject to negotiation & determined only at the time the option is
exercised, it is merely a right of first refusal.
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The rule is that a sale made in violation of a right of first refusal is valid.
However, it may be rescinded, or, as in this case, may be the subject of an
action for specific performance. Therefore, a right of first refusal means identity
of terms and conditions to be offered to the lessee and all other prospective
buyers and a contract of sale entered into in violation of a right of first refusal of
another person, while valid, is rescissible.
It would not be useless to annul the sale between Fausto & Pacunayen
for the reason that the property would still remain with Pacunayen after
the death of her mother by virtue of succession, as in fact, Fausto died in
March 1996, and the property now belongs to Pacunayen, being Faustos
heir. For one, Fausto was bound by the terms and conditions of the lease
contract. Under the right of first refusal clause, she was obligated to offer
the property first to Tanay before selling it to anybody else. When she sold
the property to respondent without offering it to Tanay, the sale while valid
is rescissible.
With the death of Fausto, whatever rights and obligations she had over
the property, including her obligation under the lease contract, were
transmitted to her heirs by way of succession. A lease contract is not
essentially personal in character. Thus, the rights and obligations therein
are transmissible to the heirs. The lease contract between Tanay and
Fausto is a property right, which is a right that passed on to Pacunayen
and the other heirs, if any, upon the death of Fausto. the contract of lease,
with all its concomitant provisions, continues even after Faustos death
and her heirs merely stepped into her shoes. Pacunayen, as an heir of
Fausto, is therefore bound to fulfill all its terms and conditions. There is no
personal act required from Fausto such that Pacunayen cannot perform it.
Faustos obligation to deliver possession of the property to Tanay upon the
exercise by the latter of its right of first refusal may be performed by
Pacunayen and the other heirs, if any. Similarly, nonperformance is not
excused by the death of the party when the other party has a property
interest in the subject matter of the contract.
As to acknowledgment of the legitimacy of the sale to Pacunayen &
now barred from exercising the right: records are bereft of any
proposition that Tanay waived its right of first refusal under the contract
such that it is now estopped from exercising the same. In a letter dated
June 17, 1991, Tanay wrote to Fausto asking for a renewal of the term of
lease. Tanay cannot be faulted for merely seeking a renewal of the lease
contract because obviously, it was working on the assumption that title to
the property is still in Faustos name and the latter has the sole authority
to decide on the fate of the property. Instead, it was Pacunayen who
replied, advising Tanay to remove all the improvements on the property,
as the lease is to expire on the 1st of August 1991. Pacunayen also
informed Tanay that her mother has already sold the property to her.
While Tanay may have sought the renewal of the lease, it cannot be
construed as a relinquishment of its right of first refusal. Estoppel must be
intentional and unequivocal.
Given the foregoing, the "Kasulatan ng Bilihan Patuluyan ng Lupa"
dated 8 Aug 90 between Fausto and Pacunayen must be rescinded.
Considering, however, that Fausto already died during the pendency of
this case with the CA, her heirs should have been substituted as
respondents in this case. Considering further that the Court cannot declare
Pacunayen as the sole heir, as it is not the proper forum for that purpose,
the right of Tanay may only be enforced against the heirs of the deceased
Catalina Matienzo Fausto, represented by Pacunayen.
PERFECTION STAGE
Absolute Acceptance of a Certain Offer
HEIRS OF IGNACIO vs. HOME BANKERS (2013)
Aug 81: Fausto Ignacio mortgaged 2 parcels of land to Home Savings
Bank as security for P500k loan. However, Ignacio defaulted in the
payment so HSB proceeded to foreclose the real estate mortgage.
26 Jan 83: At foreclosure sale, HSB was the highest bidder for
P764,984.67. Certificate of Sale was issued to Bank. Because Ignacio
failed to redeem within 1 yr, titles were consolidated in favor of Bank.
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could have said: "That this sale shall be subject to favorable consummation
within forty-five days from February 12, 1964 of a property in Sta. Ana we are
negotiating". Hence, term of 45 days was not a part of the condition that
the Nassco property should be acquired.
As to contention that lots cannot be sold because they are conjugal
properties: Cervantes, in rescinding the contract of sale and in returning
the earnest money, cited as an excuse the circumstance that there was no
certainty in Bormaheco's acquisition of the Nassco property. He did not
say that Mrs. Cervantes was opposed to the sale of the three lots. He did
not tell Villonco Realty Company that he could not bind the conjugal
partnership. In truth, he concealed the fact that the three lots were
registered "in the name of FRANCISCO CERVANTES, Filipino, of legal age,
married to Rosario P. Navarro, as owner thereof in fee simple". He certainly
led the Villonco brothers to believe that as president of Bormaheco, Inc. he
could dispose of the said lots.
The pronoun our is not clear as to whether it refers to himself & his
wife or to Bormaheco. Bormaheco, Inc. and Cervantes deliberately and
studiously avoided making the allegation that Cervantes was not
authorized by his wife to sell the three lots or that he acted merely as
president of Bormaheco, Inc.
Sale by Auction
Earnest Money
Difference between Earnest Money and Option Money
OESMER vs. PARAISO (2007)
Petitioners are brothers & sisters. They are co-owners of undivided
shares of 2 parcels of agricultural & tenanted land identified as Lot 720
834. Both lots were unregistered & originally owned by their parents.
When Sps. Oemer died, petitioners, together with Adolfo & Jesus, acquired
the lots.
Mar 89: Rogelio Paulaw, resident & former Mun. Sec. of Carmona,
Cavite, brought along petitioner Ernesto to meet with Sotero Lee, President
of Paraiso Devt Corp. Said meeting was for the purpose of brokering the
sale of Oesmers properties to the Paraiso. Contract to Sell was drafted by
Exec. Asst. of Lee.
1 Apr 89: Ernesto & Enriqueta signed the Contract to Sell. Check in the
amount of P100k payable to Ernesto was given as option money.
Sometime thereafter, Rizalino, Leonora, Bibiano & Librado also signed.
However, Adolfo & Jesus did not sign. Document was duly notarized.
1 Nov: in a letter addressed to Paraiso, petitioners informed Paraiso of
their intention to rescind the Contract to Sell & return P100k as option
money. Paraiso did not respond.
30 May 91: petitioners filed complaint for declaration of nullity or
annulment of option agreement/contract to sell with damages.
Petitioners contention: signatures of Enriqueta, Librado, Rizalino,
Bibiano & Leonora on the margins of the Contract to Sell did not confer
authority on Ernesto as agent to sell their respective shares in the
questioned properties. Hence, for lack of written authority, contract is void
as to them. Neither do their signatures signify their consent to directly sell
their shares in the properties. Otherwise, such consent was merely
conditional, subject to suspensive condition that it was approved by all coowners. Also alleged that the contract is really a unilateral promise to sell
& option money does not bind petitioners for lack of cause/consideration
distinct from the purchase price.
ISSUE: WON the contract was a unilateral promise to sell, WON P100k
was an option money
Contract to sell, P100k was earnest money. True that the signatures of
the five petitioners on the Contract to Sell did not confer authority on
Ernesto as agent authorized to sell their respective shares in the
questioned properties because of Article 1874. The law itself explicitly
requires a written authority before an agent can sell an immovable. The
contract is not sufficient to confer authority on Ernesto to act as their
agent in selling their shares in the properties in question.
However, despite Ernestos lack of written authority from the five
petitioners to sell their shares in the subject parcels of land, the supposed
Contract to Sell remains valid and binding upon the latter. It is not only
Ernesto who signed the said Contract to Sell; the other five petitioners also
personally affixed their signatures thereon. Therefore, a written authority is
no longer necessary in order to sell their shares in the subject parcels of
land because, by affixing their signatures on the Contract, they were not
selling their shares through an agent but, rather, they were selling the
same directly and in their own right.
Contract to Sell was perfected when the petitioners consented to the
sale to the Paraiso of their shares in the subject parcels of land by affixing
their signatures on the said contract. Such signatures show their
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that one can determine whether or not such meeting of the minds did
materialize. It was precisely because of their past failure to arrive at an
agreement that petitioners had to put an end to the uncertainty by writing
the letter of 12 Jul 78. On the other hand, that respondents were all the
time agreeable to buy the property may be conceded, but instead of
"absolutely" accepting the "certain" offer if there was one of the
petitioners, they still insisted on further negotiation of details. For anyone
to read in the telegram of Yao that they accepted the price of
P6,500,000.00 would be an inference not necessarily warranted by the
words "we agree to buy" and "proceed Tacloban to negotiate details". If
indeed the details being left by them for further negotiations were merely
accidental or formal ones, what need was there to say in the telegram that
they had still "to negotiate details", when, being unessential per their
contention, they could have been just easily clarified and agreed upon
when Atty. Gamboa would reach Tacloban?
As to the 27 Jul telegram of Atty. Gamboa: it was in answer to the
telegram of Yao. Considering that Yao was in Tacloban while Atty. Gamboa
was in Cebu, it is difficult to surmise that there was any communication of
any kind between them during the intervening period. Accordingly, the
claim of respondents that there was an agreement of a downpayment of
P2M, with balance of P4.5M to be paid within 90 days, is rather
improbable to have actually happened. Hence, there was not an absolute
acceptance.
Nonetheless, the alleged subsequent agreement about the P2M down
and P4.5M in 90 days may at best be deemed as a distinct cause of
action. although there was no perfected contract of sale in the light of the
letter of Atty. Gamboa of 12 Jul 78 and the letter-reply thereto of Yao; it
being doubtful WON, under Art. 1319, the said letter may be deemed as
an offer to sell that is "certain", and more, the Yao telegram is far from
being an "absolute" acceptance under said article, still there appears to be
a cause of action of the respondents' complaint, considering it is alleged
therein that subsequent to the telegram of Yao, it was agreed that the
petitioners would sell the property to respondents for P6.5M, by paying
P2M down and the balance in 90 days and which agreement was allegedly
violated when in the deeds prepared by Atty. Gamboa and taken to
Tacloban, only 30 days were given to respondents.
ISSUE ON STATUTE OF FRAUDS: the claim of of respondents that
petitioners have unjustifiably refused to proceed with the sale to them of
the property in question is unenforceable under the SoF.
It is nowhere alleged in the complaint that there is any writing or
memorandum, much less a duly signed agreement to the effect that the
price of P6.5M fixed by petitioners was agreed to be paid not in cash but
in installments as alleged by respondents. The only documented indication
of the non-wholly-cash payment extant in the record is that the deeds
already signed by the petitioners and taken to Tacloban by Atty. Gamboa
for the signatures of the respondents. In other words, the 90-day term for
the balance of P4.5M insisted upon by respondents choices not appear in
any note, writing or memorandum signed by either the petitioners or any
of them, not even by Atty. Gamboa. Such oral contract involving the sale
of real property comes squarely under the SoF.
Payment on installments or staggered payment of the total price is
entirely a different matter from cash payment, considering the
unpredictable trends in the sudden fluctuation of the rate of interest. In
other words, it is indisputable that the value of money - varies from day to
day, hence the indispensability of providing in any sale of the terms of
payment when not expressly or impliedly intended to be in cash. Thus, in
any sale of real property on installments, the Statute of Frauds read
together with the perfection requirements of Article 1475 must be
understood and applied in the sense that the idea of payment on
installments must be in the requisite of a note or memorandum therein
contemplated. While such note or memorandum need not be in one single
document or writing and it can be in just sufficiently implicit tenor,
imperatively the separate notes must, when put together', contain all the
requisites of a perfected contract of sale. To put it the other way, under the
Statute of Frauds, the contents of the note or memorandum, whether in
one writing or in separate ones merely indicative for an adequate
understanding of all the essential elements of the entire agreement, may
be said to be the contract itself, except as to the form.
As to TC ruling that plaintiff may simply say there are documents
without either quoting them or annexing them is incorrect. To await the
stage of trial for the showing or presentation of the requisite documentary
proof when it already exists and is asked to be produced by the adverse
party would amount to unnecessarily postponing, with the concomitant
waste of time and the prolongation of the proceedings, something that can
immediately be evidenced and thereby determinable with decisiveness
and precision by the court without further delay.
A motion to dismiss invoking the Statute of Frauds may be filed even if
the absence of compliance does not appear an the face of the complaint.
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CONSUMMATION
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case at bar, the petitioner was fully aware of the existing mortgage of the
subject tractor to Libra. In fact, when he was obtaining Libras consent to
the sale, he volunteered to assume the remaining balance of the mortgage
debt of Wilfredo Dy which Libra undeniably agreed to.
The payment of the check was actually intended to extinguish the
mortgage obligation so that the tractor could be released to the petitioner.
It was never intended nor could it be considered as payment of the
purchase price because the relationship between Libra and the petitioner
is not one of sale but still a mortgage. The transaction between the
brothers is distinct and apart from the transaction between Libra and the
petitioner.
The contention, therefore, that the consummation of the sale depended
upon the encashment of the check is untenable. The sale of the subject
tractor was consummated upon the execution of the public instrument on
Sep 79. At this time constructive delivery was already effected. Hence, the
tractor was no longer owned by Wilfredo when it was levied upon by the
sheriff in Dec 79.
As to contention that at the time sheriff levied on the tractor & took
legal custody, no one ever protested or filed a third party claim: It is
inconsequential whether a third party claim has been filed or not by the
petitioner during the time the sheriff levied on the subject tractor. A
person other than the judgment debtor who claims ownership or right
over levied properties is not precluded from taking other legal remedied.
This is precisely what Perfecto did when he filed an action for replevin.
Also, no sufficient evidence to show that the sale of the tractor was in
fraud of Wilfredo and creditors. While it is true that Wilfredo and Perfecto
are brothers, this fact alone does not give rise to the presumption that the
sale was fraudulent. Relationship is not a badge of fraud. It cannot be
presumed.
The actuations of Gelac were indeed violative of the provisions on
human relations. Gelac knew very well of the transfer of the property to
the petitioners on 14 Jul 80 when it received summons based on the
complaint for replevin filed with the RTC by Perfecto. Notwithstanding said
summons, it continued to sell the subject tractor to Antonio.
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upon the purchaser the ownership and the right of possession. The thing
sold must be placed in his control. When there is no impediment whatever
to prevent the thing sold passing into the tenancy of the purchaser by the
sole will of the vendor, symbolic delivery through the execution of a public
instrument is sufficient. But if, notwithstanding the execution of the
instrument, the purchaser cannot have the enjoyment and material
tenancy of the thing and make use of it himself or through another in his
name, because such tenancy and enjoyment are opposed by the
interposition of another will, then fiction yields to reality the delivery has
not been effected.
The execution of a public instrument is sufficient for the purposes of the
abandonment made by the vendor; but it is not always sufficient to permit
of the apprehension of the thing by the purchaser. This article "merely
declares that when the sale is made through the means of a public
instrument, the execution of this latter is equivalent to the delivery of the
thing sold: which does not and cannot mean that this fictitious tradition
necessarily implies the real tradition of the thing sold.
Affirmative. Hence, the mere execution of the instrument was not a
fulfillment of Addisons obligation to deliver the thing sold, and that from
such non-fulfillment arises Felix's right to demand, as she has demanded,
the rescission of the sale and the return of the price.
Of course if the sale had been made under the express agreement of
imposing upon the purchaser the obligation to take the necessary steps to
obtain the material possession of the thing sold, and it were proven that
she knew that the thing was in the possession of a third person claiming
to have property rights therein, such agreement would be perfectly valid.
But there is nothing in the instrument which would indicate, even
implicitly, that such was the agreement. It is true that the obligation was
incumbent upon the Felix to apply for and obtain the registration of the
land in the new registry of property; but from this it cannot be concluded
that she had to await the final decision of the Court of Land Registration,
in order to be able to enjoy the property sold. On the contrary, it was
expressly stipulated in the contract that the purchaser should deliver to
the vendor "of the products ... of the aforesaid four parcels from the
moment when she takes possession of them until the Torrens certificate of
title be issued in her favor." This obviously shows that it was not foreseen
that Felix might be deprived of her possession during the course of the
registration proceedings, but that the transaction rested on the
assumption that she was to have, during said period, the material
possession and enjoyment of the four parcels of land.
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decide whether or not it was satisfied with said conveyors, and, hence, to
state whether the same were accepted or rejected. The failure of La Fuerza
to express categorically whether they accepted or rejected the conveyors
does not detract from the fact that the same were actually in its
possession and control; that, accordingly, the conveyors had already been
delivered by La Fuerza and that, the period provided in said Art. 1571 had
begun to run.
Pursuant to Art. 1566 & 1567, if the thing sold has hidden faults or
defects, as the conveyors are claimed to have, the vendor or AECI shall be
responsible therefor and the vendee or La Fuerza "may elect between
withdrawing from the contract and demanding a proportional reduction of
the price, with damages in either case." In the exercise of this right of
election, La Fuerza had chosen to withdraw from the contract, by praying
for its rescission; but the action therefor "shall be barred after six months,
from the delivery of the thing sold." The period of 4 years, provided in Art.
1389 of said Code, for "the action to claim rescission," applies to contracts,
in general, and must yield to said Art. 1571, which refers to sales in
particular.
Indeed, in contracts of the latter type, especially when goods,
merchandise, machinery or parts or equipment thereof are involved, it is
obviously wise to require the parties to define their position, in relation
thereto, within the shortest possible time. Public interest demands that the
status of the relations between the vendor and the vendee be not left in a
condition of uncertainty for an unreasonable length of time, which would
be the case, if the lifetime of the vendee's right of rescission were 4 years.
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Tabora must bear the loss. While as a rule the loss of the object of the
contract of sale is borne by the owner or in case of force majeure the one
under obligation to deliver the object is exempt from liability, the
application of that rule does not here obtain because the law on the
contract entered into on the matter argues against it. It is true that in the
contract entered into between the parties the seller agreed that the
ownership of the books shall remain with it until the purchase price shall
have been fully paid, but such stipulation cannot make the seller liable in
case of loss not only because such was agreed merely to secure the
performance by the buyer of his obligation but in the very contract it was
expressly agreed that the "loss or damage to the books after delivery to
the buyer shall be borne by the buyer." Cited Art. 1504.
Neither can Tabora find comfort in the claim that since the books were
destroyed by fire without any fault on his part he should be relieved from
the resultant obligation under the rule that an obligor should be held
exempt from liability when the loss occurs thru a fortuitous event. This is
because this rule only holds true when the obligation consists in the
delivery of a determinate thing and there is no stipulation holding him
liable even in case of fortuitous event. Here these qualifications are not
present. The obligation does not refer to a determinate thing, but is
pecuniary in nature, and the obligor bound himself to assume the loss
after the delivery of the goods to him. In other words, the obligor agreed to
assume any risk concerning the goods from the time of their delivery,
which is an exception to Art. 1262.
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as the estimated value of the car plus accrued rentals. This cannot be
granted. Notwithstanding this impossibility in Eliscos choice of remedy,
this case should be considered as one for specific performance pursuant
to Art. 1484(1). In this view, the prayer for issuance of a writ of replevin is
only for the purpose of insuring specific performance by Lantan.
Lantan could no longer be held liable for P60k because he had fulfilled
his part of the obligation. The agreement does not provide for the payment
of interest on unpaid monthly "rentals" or installments because it was
entered into in pursuance of a car plan adopted by the company for the
benefit of its deserving employees. The car plan was intended to give
additional benefits to executives.
As to contention that the promissory note provides for interest
payment: no evidence that Lantan received the amount indicated in the
promissory note as its value. What was proven was the fact that Lantan
received the car from Elisco valued at P60k & for which, Lantan paid
monthly amortizations of P1010.65 through salary deductions.
His default in paying was due to the cessation of operations of Elizalde
Steel Corp, Eliscos sister company. Eliscos acceptance of payments made
by Lantan through cash & checks could have been impelled solely by
Eliscos inability to deduct the amortizations from Lantans salary which
he stopped receiving when he was terminated.
CONVENTIONAL REDEMPTION
HEIRS OF REYES VS. REYES (2010)
Antonio Reyes and wife Leoncia were owners of a parcel of residential
land in Bulacan. They constructed their dwelling on that land. They had 4
children Jose Sr., Teofilo Reyes, Jose Jr. and Potenciana.
Antonio died intestate and was survived by Leoncia and 3 sons.
Potenciana also died intestate, survived by her heirs. Jose Jr. & his family
resided in the house of the parents but Teofilo constructed on the
property his own house, where his family resided.
9 Jul 55: Leoncia & her 3 sons executed a Kasulatan ng Biling
Mabibiling Muli, whereby they sold the land & its existing improvements to
Sps. Francia for P500, subject to their right to repurchase for the same
amount sa oras na silay makinabang. Nonetheless, Teofilo & Jose Jr. & their
families remained in possession of the property & paid realty taxes.
Leoncia & her children did not repay the amount of P500. Alejandro,
the son of Jose Sr., first partially paid to Sps. Francia the amount of P265
for their obligation. Alejandro later on paid the balance of P235.
11 Aug 70: Heirs of Sps. Francia executed a Pagsasaayos ng Pag-aari at
Pagsasalin, whereby they transferred & conveyed to Alejandro all their
rights & interests in the property for P500.
21 Aug: Alejandro executed a Kasulatan ng Pagmeme-ari, wherein he
declared that he had acquired all the rights & interests of the heirs of Sps.
Francia, including ownership of the property after the original vendors
failed to repurchase within the given period. The ownership of the land
was transferred to Alejandro & he paid realty taxes.
17 Oct: Alejandro, Leoncia & father Jose Sr. executed a Magkakalakip na
Salaysay, by which Alejandro acknowledged the right of Leoncia, Jose Jr &
Jose Sr to repurchase the property at any time for P500.
Leoncia died & was survived by Jose Sr, Teofilo, Jose Jr & heirs of
Potenciana. Even after her death, Teofilo & Jose Jr continued to reside in
the same property. Eventually, all Leoncias son died intestate. Alejandro
also died.
94: Amanda Reyes (wife of Alejandro) asked the heirs of Teofilo & Jose
Jr to vacate the property because she & her children already needed it.
After they refused, she filed a complaint, seeking their eviction.
28 Sep: Amanda Reyes filed for quieting of title & reconveyance against
the heirs of Jose Jr. They alleged that Alejandro had acquired ownership of
the property by virtue of the deed Pagsasaayos ng Pag-aari at Pagsasalin.
Heirs of Jose Jrs contentions: the Kasulatan ng Biling Mabibiling Muli
was an equitable mortgage, not a pacto de retro sale. And that the Sps.
Francia could not have validly sold the property to Alejandro through the
Pagsasaayos ng Pag-aari at Pagsasalin deed.
ISSUE: WON there was a pacto de retro sale or an equitable mortgage
Equitable mortgage. No dispute that the vendors had continued to
possess the property even after the execution of the agreement. The
property had remained declared for taxation purposes under Leoncias
name, with realty taxes due being paid by Leoncia, despite its execution.
Even the heirs of Sps. Francia admitted that the property had been
mortgaged to their parents.
These circumstances are among the badges of an equitable mortgage
in Art. 1602, pars. 2 & 5. The existence of any one of the conditions
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