1. Gabelo vs.

CA
actual occupants

Facts:
- contract of lease of 3 years
- the lessor shall have the right to sell the land, subject to the condition that the lessee shall be
notified 60 days
- lesse shall be given the 1st priority to buy
- Prc sent a letter offering to sell the land to respondent
- Respondent gave a downpayment informing also that there were other persons who were her cobuyers who are actually occupying the premises
- Petitioners also expressed their desire to purchase
- PRC brought a complaint in interpleader.
- Lower court rendered judgment in favor of respondents
- CA affirmed.
Issue: W/N petitioners being actual occupants of said property have the righ of first of priority.
Ruling:
No. PRC is free to offer its subject property for sale to any interested persons and PRC is not duty
bound to sell the property simply because they have actual possession.

2. Ker and Co., Ltd vs. Lingad

Brokerage or agency

Facts:
- Petitioner formed a contract with United States Rubber International, the former being the
distributor and the latter being the company.
- The stipulations suggests a contract one of brokerage or agency.
- Petitioner was assessed by the CIR for the commercial brokers percentage tax.
- CTA held petitioner taxable except the compromise penalty
- CTA also concluded that the relationship between them are one of brokerage or agency.
Issue:
W/N the contract between petitioner and United states Rubber International is one of brokerage or
agency
Ruling:
Yes.
Since the company retained ownership of the goods, even as it delivered possession unto the dealer
for resale to customers, the proce and terms of which were subject to the companys control, the
relationship between the company and the dealer is one of agency.

3. Zamora Realty and Development vs. Office of the Presdient of the Philippines
Stop payments until completion of the subdivision
Facts:

- Respondent Gallardo entered a contract to sell with Petitioner.

- Later informed the developer his intention to stop further payments until the completion of the
subdivision
- Petitioner sent Gallardo a notarial notice of cancellation of the contract.
- HLURB rendered a decision in favor of Gallardo
- HLURB Board of Commissioners dismissed the appeal.
- Under the applicable laws, developer must complete the project within 1 year from the date of
issuance of license.
- Petitioner contended that the contract between them is a contract to sell; hence, ownership is
reserved to it until after respondent had fully paid.
Issues:
1) W/N the respondent violated the contract to sell by his failure to pay the monthly amortizations
2) Whether CA should have directed the petitioner reimburse respondents payment or to require it
to sell a different lot equivalent to the subject property.
Ruling:
1) No.
P.D. No. 957 has limitation in case of failure of the prospective buyer to pay the amortization. Section
20 and 23 provides that the developer must complete the project within 1 year of issuance of license
for the subdivision or condominium project and no forfeiture of payment shall be in favor of the
developer after due notice of desistance .
2) No.
Section 23 of P.D. No. 957 provides two remedies: (1) reimbursement of the total amount paid,
including amortization interest but excluding delinquency interest, with interest thereon at the legal
rate; or (2) for the buyer to suspend the amortization payments until the completion of the project.

4. Dignos va. CA and Jabil

Slight delay is not sufficient ground for rescission

Facts:
- Sps. Dignos sold a parcel of land to Jabil payable in 2 installments with an assumption of
indebtedness.
- Sps. sold the same to defendants Sps. Cabigas.
- Sps. Dignos refused to accept from plaintiff the balance of the purchase price.
- Trial court declared deed of sale executed in favor of Cabigas null and void.
- CA affirmed the decision of the trial court.
- Petitioner contended that the transaction between the parties is a mer contract to sell; hence,
ownership is reserved in the vendor.
Issues:
1) W/N the subject contract is a deed of absolute sale;
2) W/N there is a valid rescission
Ruling:
1) The contract is a deed of absolute sale.
All the elements of a valid contract of sale under Art. 1458 are present such as: 1. Consent; 2.
Determinate subject; and 3. Price certain in money or its equivalent.
2) No.
Where time is not of the essence of the agreement, a slight delay of the part of one party in the
performance of his obligation is not sufficient ground for the rescission of the agreement.

5. Sps. Orden vs. Sps. Aurea

American Citizen

Facts:
- Sps. Orden sold their 2 parcels of land to Sps. Aurea
- Sps. Aurea executed a joint affidavit declaring Sps. Cobile
( American Citizen) as the true and
real purchasers
- Sps. Cobile partially paid ordens and executed a promissory note
- Ordens informed the Cobile that they were given 10 days from receipt to comply with the full
payment.
- Cobiles failed to comply and the properties were sold to Houthjuizen.
- RTC ruled in favor of Ordens.
- CA affirmed the RTCs decision and ordered Ordens to return the payment made by Cobile.
Issue:
W/N the contract is a contract to sell
Ruling:
Yes.
The real character of the contract is not the title given but the intention of the parties. It is only upon
payment of the full purchase price that title to the properties shall be transferred to their names. It is
evident that the true agreement of the respondents shall have fully paid the purchase price.

6. Martin vs. Revilla

Martin, not the owner
Facts:
- Respondents obtained a loan to buy a lot, with improvements.
- They mortgaged the same to La previsora for the purpose of guaranteeing repayment of debt in
installments
- It turned out that a judgment was made against Revilla and had levied execution upon the property.
- La Previsora started a foreclosure proceedings and the property was ceded to La Previsora with a
right to repurchase.
- La Previsora conveyed the property to Martin where he executed a document allowing the
respondents to repurchase the property.
Issue:
W/N the vendor had authority to sell even if he is not the owner

Ruling:
Yes.
Property or goods which, at the time of the sale, are not owned by the seller, but which are
thereafter to be acquired by him, cannot be the subject of an executed sale, but may be the subject
of a contract for the future sale and delivery thereof, and it has been held that even though the
contract is in the form of the present sale it will not pass the title, after the goods have been
acquired, until the seller has done some act appropriating them to the contract. Such a contract of
the future sale and delivery of goods, which the seller has not in possession but which he intends to
acquire by producing, manufacturing, or purchasing before the day of delivery, is valid as an
executory contract to be fulfilled by acquiring and delivering the goods specified in the contract, even
though the acquisition of the goods by the seller depends upon a contingency which may or may not
happen.

Case: Modina vs. CA

Keyword: Sale between husband and wife is generally not valid
Statement of Facts
Ramon Chiang alleged that parcels of land were sold to him by his wife, Merlinda, and were
subsequently sold to Modina. Upon knowing of said sale, Merlinda filed a complaint for the recovery of
possession of said parcels.
Issue: Is a sale of property between spouses valid?
Ruling: No. Generally, such sale is invalid except in cases under Art. 1490 of the NCC, namely: when a
separation of property was agreed upon in the marriage settlements and when there has been a judicial
separation of property.
Case: Navarras vs. Planters Bank
Keyword: The double foreclosure case
Statement of Facts
A foreclosure of mortgage over 5 parcels of land owned by the Navarras was executed and was sold a
a public auction to Planters Bank. Subsequently, RRRC, a company owned by the Navarras, had its
separate properties foreclosed by Planters Bank. By agreement, RRRC sold said properties and the proceed
was in excess. The Navarras offered to use said excess as down payment to repurchase the previous 5
parcels of land from Planters Bank. In reply, the Bank agreed to negotiate with the condition for Navarra to
procure a board resolution authorizing him to negotiate, which he did not comply.
Issue: Was there a valid contract of sale to repurchase the 5 parcels of land?
Ruling: No. The contract only proceeded only in the negotiation stage and lacked one important element,
the price certain.
Planters Bank clearly expressed its intent to NEGOTIATE on certain details for the repurchase: the
mode of payment and period of payment. Hence, there was no valid contract of sale.
Case: Hulst vs. PR Builders
Keyword: Contract to sell with a foreigner/ The Dutch case
Statement of Facts
A Dutch national (Hulst) entered into a contract to sell with PR Builders for a residential unit
(including the lot). PR Builders failed to comply with its obligation which opted Hulst to file a complaint
for recession of contract with interest, damages and attorney's fees.

Issue: Whether the complaint for damages filed by Hulst is of merit considering he is a foreign national.
Ruling: In general, no but in this case, yes. Sale of land to any foreign national is violative of the
Constitution and are deemed null and void. However, what is violative is the transfer of ownership of real
property/land.
The case is at hand is one of a contract to sell, where ownership is still with the seller until full
payment. Transfer of ownership did not materialize since full payment was estopped by the failure of PR
Builders to fulfill its obligation to Hulst. Hence, this does not bar Hulst to ask for damages.

Case: Cavada vs. Diaz

Keyword: Contract of sale confused as an option contract
Statement of Facts
The parties entered into a "contract of option" over Hacienda de Pitogo which consist of 100 hectares
more or less. Diaz was granted the registration over the hacienda by the Court of Land Registration. Diaz
conveyed only a part of the hacienda to Cavada to which the former contended was his obligation to
deliver the hacienda of 100 hectares (more or less).
Issue: Whether the respondent was obliged to convey to the petitioner all of the hacienda.
Ruling:
Yes. The subject matter of the contract is Hacienda de Pitogo. The contract existent between the
parties is one of a contract of sale not a contract of option. Hence, he is obligated to convey all of Hacienda
de Pitogo.
An option contract is a privilege existing in one person, for which he had paid a consideration, which
gives him the right to buy merchandise or a certain property, from another person, if he chooses, at any
time within the agreed period. It is a separate and distinct contract than that entered by the contracting
parties.
Case: San Miguel vs. Sps. Huang
Keyword: Consideration during negotiation is deemed as option money
Statement of Facts
San Miguel Properties (SMP) offered to sell two parcels of land to the respondents. Respondents
expressed their interest to buy the parcels of land by offering an earnest deposit of P1M which SMP
accepted.
The parties failed to agree on the terms and conditions of the sale despite the extension granted by the
petitioner. Thus, the respondents requested the return of the P1M earnest deposit which SMP refused for

the reason that the option period expired.

Issue: Is the action for the recovery of the "earnest deposit" of merit?
Ruling
No. There was no perfection of a contract of sale. The parties were still in the negotiation stage as they
were presenting counter-offers which do not amount to an agreement when the respondents called for the
recession. Since the deposit was made during said negotiation, it was deemed as an option money. Also,
the offer of an earnest deposit will not amount to a perfection of a sale.
Case: Sanchez vs. Rigos
Keyword:
Statement of Facts
Parties entered into an option to purchase where Rigos promised to sell a parcel of land to Sanchez.
Sanchez, within the agreed option period, tendered the payment of the purchase price in full. However,
Rigos refused to accept the payment. Sanchez deposited the amount to the CFI and instituted an action for
specific performance and damages against Rigos. Rigos claimed that the contract between the parties is a
unilateral promise to sell.
Issue: Whether the contract entered into is a unilateral promise to sell or a contract to buy and sell.
Ruling
It was one of a contract to buy and sell. An option is unilateral: a promise to sell at the price fixed
whenever the offeree should decide to exercise his option within the specified time. After accepting the
promise and before he exercises his option, the holder of the option is not bound to buy. He is free either to
buy or not to buy later. In this case, however, upon accepting herein petitioner's offer a bilateral promise to
sell and to buy ensued, and the respondent ipso facto assumed the obligation of a purchaser. He did not just
get the right subsequently to buy or not to buy. It was not a mere option then; it was a bilateral contract of
sale.
Case: Southwestern Sugar and Molasses Company vs. Atlantic Gulf & Pacific Company
Keyword: Consideration, necessary to compel the seller in an option to purchase
Statement of Facts
Southwestern Sugar and Molasses Company (SSMC) transacted with Atlantic Gulf & Pacific
Company (AGPC) to purchase a barge. SSMC wanted to exercise its option to purchase upon the
availability of the barge. However, AGPC replied that said barge is still unavailable and further work is
needed before it can be conveyed. Because of which, SSMC instituted an action for specific performance.

Issue: Whether an option not supported by a separate consideration can compel the seller to deliver the
object upon expression of interest to buy by the buyer.
Ruling
No. In an option to sell, there must be a consideration separate from the price in order for it to be
binding upon the seller. When a buyer expresses its intent to buy the object, the option contract then
becomes a bilateral contract to buy and sell. AGPC cannot be compelled to sell the barge since a separate
consideration is absent.
Case: Natino vs. IAC
Keyword: Option of the purchaser at a public auction after expiry of period of redemption
Statement of Facts
A foreclosure of a mortgage of real property was instituted against Sps. Natino and after sale, the
Rural Bank of Aguilar gained ownership as highest bidder. Said foreclosure was subject to a period of
redemption but during which no redemptive action was made by the Sps. Natino. The spouses however,
claimed that there was a grant of extension of the redemption period until such a time when their means
permit them to do so. The spouses estopped Rural Bank from filing a petition for a writ of possession by
filing a complaint with the trial court.
Issue: May the purchaser at a public auction choose not to accept the payment of redemption price?
Ruling
It depends. A purchaser at a public auction is compelled to accept the payment of the redemption price
so long as the payment was made within the period of redemption. If after the period expires and the
payment was tendered, the purchaser at a public auction may not be compelled to accept it. In the case at
bar, attempts to redeem the property were done after the period of redemption which gives Rural Bank the
freedom or option to resell the property or appropriate it. Hence, Rural Bank is not estopped to file for a
writ of possession.
Case: National Grains Authority vs. IAC
Keyword:
Statement of Facts
Soriano offered to sell palay to the NFA. After compliance of the necessary documents, Soriano was
given a maximum quota of 2,640 cavans of palay to sell to the NFA. Immediately, Soriano delivered 630
cavans of palay to the NFA but the latter withheld payment due to an information that Soriano was not a
bona fide farmer. Instead of withdrawing the palay, Soriano insisted that the delivered cavans be paid by
filing a complaint to the CFI.

Issue: Can the NFA be compelled to pay the price of the delivered cavan of palay?
Ruling
Yes. There was a perfected contract of sale between the parties upon the acceptance of the NFA of
Soriano's offer and granted the quota. NFA's non-acceptance of the 630 cavans of palay delivered by
Soriano does not constitute the absence of meeting of the minds between the parties.