Coronel v.

CA
263 SCRA 15

Facts: Romulo Coronel executed a document entitled Receipt of Downpayment in favor of Ramona Patricia Alcaraz for P50,000 downpayment of the
amount of P1.24M as purchase price for an inherited house and lot, without reservation to withhold the transfer of such property until full payment. The
purpose of such downpayment was for the heirs to transfer the title to their name. Upon the registration of the property to name of the heirs, the Coronels
sold the same property to Catalina B. Mabanag for P1.58M. The Coronels rescinded the contract with Alcaraz by depositing the downpayment amount in a
bank account in favor of Alcaraz. Alcaraz filed a complaint for specific performance, which the trial and the appellate court ruled in her favor.

Issue: Whether the receipt of downpayment serves a contract to sell or a conditional contract of sale.

Held: The agreement is a contract of sale as there was no express reservation of ownership or title to the subject parcel of land. Petitioners did not merely
promise to sell the property to private respondent upon the fulfillment of the suspensive condition but on the contrary, having already agreed to sell the
subject property, they undertook to have the certificate of title changed to their names and immediately thereafter, to execute the written deed of absolute
sale. The suspensive condition was fulfilled on 6 February 1985 and thus, the conditional contract of sale between the parties became obligatory, the only act
required for the consummation thereof being the delivery of the property by means of the execution of the deed of absolute sale in a public instrument, which
petitioners unequivocally committed themselves to do as evidenced by the Receipt of Down Payment.

Ong v. CA [G.R. No. 97347. July 6, 1999.]

First division, Ynares-Santiago (J): 4 concur

Facts: On 10 May 1983, Jaime Ong and spouses Miguel and Alejandra Robles executed an Agreement of Purchase and Sale respecting 2 parcels of land
situated at Barrio Puri, San Antonio, Quezon (agricultural including rice mill, piggery) for P2M (initial payment of P600,000 broken into P103,499.91
directly paid to seller on 22 March 1983 and P496,500.09 directly paid to BPI to answer for part of sellers loan with the bank; and balance of 1.4M to be
paid in 4 equal quarterly installments of P350,000 the first of which due and demandable on 15 June 1983); binding themselves that upon the payment of the
total purchase price the seller delivers a good and sufficient deed of sale and conveyance for the parcels of land free and clear from liens and encumbrances,
that seller delivers, surrenders and transfers the parcels of land including all improvements thereon and to transfer the operations of the piggery and rice mill
to the buyer; and that all payments due and demandable under the contract effected in the residence of the seller unless otherwise designated by the parties in
writing. On 15 May 1983, Ong took possession of the subject parcels of land together with the piggery, building, ricemill, residential house and other
improvements thereon. Pursuant to the contract, Ong paid the spouses the sum of P103,499.91 2 by depositing it with the UUCPB. Subsequently, Ong
deposited sums of money with the BPI, in accordance with their stipulation that petitioner pay the loan of the spouses with BPI. To answer for his balance of
P 1.4M, Ong issued 4 post-dated Metro Bank checks payable to the spouses in the amount of P350,000.00 each (Check 137708-157711). When presented for
payment, however, the checks were dishonored due to insufficient funds. Ong promised to replace the checks but failed to do so. To make matters worse, out
of the P496,500.00 loan of the spouses with BPI, which ong, as per agreement, should have paid, Ong only managed to dole out no more than P393,679.60.
When the bank threatened to foreclose the spouses mortgage, they sold 3 transformers of the rice mill worth P51,411.00 to pay off their outstanding
obligation with said bank, with the knowledge and conformity of Ong. Ong, in return, voluntarily gave the spouses authority to operate the rice mill. He,
however, continued to be in possession of the two parcels of land while the spouses were forced to use the rice mill for residential purposes.

On 2 August 1985, the spouses, through counsel, sent Ong a demand letter asking for the return of the properties. Their demand was left unheeded, so, on 2
September 1985, they filed with the RTC Lucena City, Branch 60, a complaint for rescission of contract and recovery of properties with damages. Later,
while the case was still pending with the trial court, Ong introduced major improvements on the subject properties by constructing a complete fence made of
hollow blocks and expanding the piggery. These prompted the spouses to ask for a writ of preliminary injunction; which the trial court granted, and thus
enjoined Ong from introducing improvements on the properties except for repairs. On 1 June 1989, the trial court rendered a decision in favor of the
spouses: ordering the contract entered into by the parties set aside, ordering the delivery of the parcels of land and the improvements thereon to the spouses,
ordering the return of the sum of P497,179.51 to Ong by the spouses, ordering Ong to pay the spouses P100,000 for exemplary damages and P20,000 as
attorneys fees and litigation expenses. From this decision, petitioner appealed to the Court of Appeals, which affirmed the decision of the RTC but deleted
the award of exemplary damages. In affirming the decision of the trial court, the Court of Appeals noted that the failure of petitioner to completely pay the
purchase price is a substantial breach of his obligation which entitles the private respondents to rescind their contract under Article 1191 of the New Civil
Code. Hence, the petition for review on certiorari.

The Supreme Court affirmed the decision rendered by the Court of Appeals with the modification that the spouses are ordered to return to Ong the sum
P48,680.00 in addition to the amounts already awarded; with costs against petitioner Ong.

Nool v. CA [G.R. No. 116635. July 24, 1997.]

Third Division, Panganiban (J): 4 concur

Facts: One lot formerly owned by Victorio Nool (TCT T-74950) has an area of 1 hectare. Another lot previously owned by Francisco Nool (TCT T-100945)
has an area of 3.0880 hectares. Both parcels are situated in San Manuel, Isabela. Spouses Conchita Nool and Gaudencio Almojera (plaintiffs) alleged that
they are the owners of the subject land as they bought the same from Victorio and Francisco Nool, and that as they are in dire need of money, they obtained a
loan from the Ilagan Branch of the DBP (Ilagan, Isabela), secured by a real estate mortgage on said parcels of land, which were still registered in the names
of Victorino and Francisco Nool, at the time, and for the failure of the plaintiffs to pay the said loan, including interest and surcharges, totaling P56,000.00,
the mortgage was foreclosed; that within the period of redemption, the plaintiffs contacted Anacleto Nool for the latter to redeem the foreclosed properties
from DBP, which the latter did; and as a result, the titles of the 2 parcels of land in question were transferred to Anacleto; that as part of their arrangement or
understanding, Anacleto agreed to buy from Conchita the 2 parcels of land under controversy, for a total price of P100,000.00, P30,000.00 of which price
was paid to Conchita, and upon payment of the balance of P14,000.00, the plaintiffs were to regain possession of the 2 hectares of land, which amounts
spouses Anacleto Nool and Emilia Nebre (defendants) failed to pay, and the same day the said arrangement was made; another covenant was entered into by
the parties, whereby the defendants agreed to return to plaintiffs the lands in question, at anytime the latter have the necessary amount; that latter asked the
defendants to return the same but despite the intervention of the Barangay Captain of their place, defendants refused to return the said parcels of land to
plaintiffs; thereby impelling the plaintiffs to come to court for relief. On the other hand, defendants theorized that they acquired the lands in question from
the DBP, through negotiated sale, and were misled by plaintiffs when defendant Anacleto Nool signed the private writing, agreeing to return subject lands
when plaintiffs have the money to redeem the same; defendant Anacleto having been made to believe, then, that his sister, Conchita, still had the right to
redeem the said properties.

It should be stressed that Manuel S. Mallorca, authorized officer of DBP, certified that the 1-year redemption period (from 16 March 1982 up to 15 March
1983) and that the mortgagors right of redemption was not exercised within this period. Hence, DBP became the absolute owner of said parcels of land for
which it was issued new certificates of title, both entered on 23 May 1983 by the Registry of Deeds for the Province of Isabela. About 2 years thereafter, on 1
April 1985, DBP entered into a Deed of Conditional Sale involving the same parcels of land with Anacleto Nool as vendee. Subsequently, the latter was
issued new certificates of title on 8 February 1988.

The trial court ruled in favor of the defendants, declaring the private writing to be an option to sell, not binding and considered validly withdrawn by the
defendants for want of consideration; ordering the plaintiffs to return to the defendants the sum of P30,000.00 plus interest thereon at the legal rate, from the
time of filing of defendants counterclaim until the same is fully paid; to deliver peaceful possession of the 2 hectares; and to pay reasonable rents on said 2
hectares at P5,000.00 per annum or at P2,500.00 per cropping from the time of judicial demand until the said lots shall have been delivered to the
defendants; and to pay the costs. The plaintiffs appealed to the Court of Appeals (CA GR CV 36473), which affirmed the appealed judgment in toto on 20
January 1993. Hence, the petition before the Supreme Court.

The Supreme Court denied the petition, and affirmed the assailed decision of the Court of Appeals.

Mate v. CA [G.R. Nos. 120724-25. May 21, 1998.]

Second Division, Martinez (J): 4 concur

Facts: On 6 October 1986 Josefina R. Rey and Inocencio Tan went to the residence of Fernando Mate at Tacloban City. Josie who is a cousin of Mates wife
solicited his help to stave off her and her familys prosecution by Tan for violation of BP 22 on account of the rubber checks that she, her mother, sister and
brother issued to Tan amounting to P4,432,067.00. She requested Mate to cede to Tan his 3 lots in Tacloban City in order to placate him. On hearing Josies
proposal, he immediately rejected it as he owed Tan nothing and he was under no obligation to convey to him his properties. Furthermore, his lots were not
for sale. Josie explained to him that he was in no danger of losing his properties as he will merely execute a simulated document transferring them to Tan but
they will be redeemed by her with her own funds. After a long discussion, he agreed to execute a fictitious deed of sale with right to repurchase covering his
3 lots, subject to the conditions that the amount to be stated in the document is P1,400,000.00 with interest thereon at 5% a month; the properties will be
repurchased within 6 months or on or before 4 April 1987; although it would appear in the document that Mate is the vendor, it is Josie who will provide the
money for the redemption of the properties with her own funds; and the titles to the properties will be delivered to Tan but the sale will not be registered in
the Register of Deeds and annotated on the titles. Josie, to assure Mate that she will redeem the properties, issued him 2 BPI checks both postdated 15
December 1986. One check was for P1,400,000.00 supposedly for the selling price and the other was for P420,000.00 corresponding to the interests for 6
months. Immediately thereafter Mate prepared the Deed of Sale with Right to Repurchase and after it has been signed and notarized, it was given to Tan
together with the titles of the properties and the latter did not register the transaction in the Register of Deeds as agreed upon. On 14 January 1987, Mate
deposited the check for P1,400,000.00 in his account at the UCPB and the other check for P420,000.00 in his account at MetroBank preparatory to the
redemption of his properties. Both of them were dishonored by the drawee bank for having been drawn against a closed account. Realizing that he was
swindled, he sent Josie a telegram about her checks and when she failed to respond, he went to Manila to look for her but she could not be found.

Mate returned to Tacloban City and filed Criminal Cases 8310 and 8312 against her for violation of BP 22 but the cases were later archived as the accused
(Josie) could not be found as she went into hiding. To protect his interest, he filed Civil Case 7396 of the RTC Leyte (Branch VII, Mate vs. Rey and Tan) for
Annulment of Contract with Damages. Josie was declared in default and the case proceeded against Tan. But during the trial the RTC court asked Tan to file
an action for consolidation of ownership of the properties subject of the sale and pursuant thereto he filed Civil Case 7587 that was consolidated with the
case he filed earlier which were later decided jointly by the trial court in favor of Tan and was subsequently appealed to the Court of Appeals. The appellate
court, on 29 August 1994 (CA-GR CV 28225-26), affirmed the decision with modification that Mate is ordered to pay Tan the sum of P140,000 for and as
attorneys fees; with costs against Mate. Thereupon, Mate filed a motion to reconsider the decision but it was denied. Hence, the petition for review.

The Supreme Court affirmed the decision of the Court of Appeals dated 29 August 1994, and denied due course to the petition for review for lack of merit.
Villonco Realty vs. Bormaheco Inc. [G.R. No. L-26872. July 25, 1975.]
En Banc, Aquino (J): 9 concur, 1 on leave

Facts: Francisco N. Cervantes and his wife, Rosario P. Navarra-Cervantes, are the owners of Lots 3, 15 and 16 located at 245 Buendia Avenue, Makati, Rizal
with a total area of 3,500 sq.ms. (TCTs 43530, 43531 and 43532). The lots were mortgaged to the Development Bank of the Philippines (DBP) on 21 April
1959 as security for a loan of P441,000. The mortgage debt was fully paid on 10 July 1969. Cervantes is the president of Bormaheco, Inc., a dealer and
importer of industrial and agricultural machinery. The entire three lots are occupied by the building, machinery and equipment of Bormaheco, Inc. and are
adjacent to the property of Villonco Realty Company situated at 219 Buendia Avenue. [Negotiations] In the early part of February 1964 there were
negotiations for the sale of the said lots and the improvements thereon between Romeo Villonco of Villonco Realty Company and Bormaheco, Inc.,
represented by its president, Francisco N. Cervantes, through the intervention of Edith Perez de Tagle, a real estate-broker. In the course of the negotiations,
the brothers Romeo and Teofilo Villonco conferred with Cervantes in his office to discuss the price and terms of the sale. Later, Cervantes went to see
Villonco for the same reason until some agreement was arrived at. On a subsequent occasion, Cervantes, accompanied by Edith Perez de Tagle, discussed
again the terms of the sale with Villonco. During the negotiations, Villonco Realty Company assumed that the lots belonged to Bormaheco and that
Cervantes was duly authorized to sell the same. Cervantes did not disclose to the broker and to Villonco Realty that the lots were conjugal properties of
himself and his wife and that they were mortgaged to the DBP. Bormaheco, through Cervantes, made a written offer dated 12 February 1964, to Romeo
Villonco for the sale of the property (stipulating price at P400/sq.m., deposit of P100,000 in earnest money, consummation pending Bormahecos purchase of
property in Sta. Ana Manila, the final negotiations on both properties known after 45 days). The property mentioned in Bormahecos letter was the land of
the National Shipyards & Steel Corporation (Nassco), with an area of 20,000 sq.ms., located at Punta, Sta. Ana, Manila. At the bidding held on 17 January
1964 that land was awarded to Bormaheco, the highest bidder, for the price of P552,000. The Nassco Board of Directors in its resolution of 18 February
1964 authorized the General Manager to sign the necessary contract. On 28 February 1964, the Nassco Acting General Manager wrote a letter to the
Economic Coordinator, requesting approval of that resolution. The Acting Economic Coordinator approved the resolution on 24 March 1964. Meanwhile,
Bormaheco and Villonco Realty continued their negotiations for the sale of the Buendia Avenue property. Cervantes and Teofilo Villonco had a final
conference on 27 February 1964. As a result of that conference Villonco Realty, in its letter of 4 March 1964 made a revised counter-offer (Romeo Villoncos
first counter-offer was dated 24 February 1964) for the purchase of the property. [Perfection] The counter-offer was accepted by Cervantes (stipulating
interest of 10% of the amount tendered in case the Sta. Ana purchase does not push through, downpayment at P650,000 and the balance payable every 3
months in 4 payments [P100,000, P125,000, P212,500, and P212,500]). Enclosed to it was a MBTC Check worth P100,000 as earnest money. The check for
P100,000 was delivered by Perez de Tagle to Bormaheco on 4 March 1964 and was received by Cervantes. In the voucher-receipt evidencing the delivery the
broker indicated in her handwriting that the earnest money was subject to the terms and conditions embodied in Bormahecos letter of February 12 and
Villonco Realty Companys letter of 4 March 1964. [Rescission] Unexpectedly, in a letter dated 30 March 1964, Cervantes returned the earnest money, with
interest amounting to P694.24 (at 10% per annum). Cervantes cited as an excuse the circumstance that despite the lapse of 45 days from 12 February 1964
there is no certainty yet for the acquisition of the Punta property. Villonco Realty Company refused to accept the letter and the checks of Bormaheco.
Cervantes sent them by registered mail. When he rescinded the contract, he was already aware that the Punta lot had been awarded to Bormaheco. Edith
Perez de Tagle, the broker, in a letter to Cervantes dated 31 March 1964 articulated her shock and surprise at Bormahecos turnabout. Cervantes in his letter
of 6 April 1964, a reply to Miss Tagles letter, alleged that the 45 day period had already expired and the sale to Bormaheco, Inc. of the Punta property had
not been consummated. Cervantes said that his letter was a manifestation that we are no longer interested to sell the Buendia Avenue property to Villonco
Realty. The latter was furnished with a copy of that letter. In a letter dated 7 April 1964 Villonco Realty Company returned the two checks to Bormaheco,
Inc., stating that the condition for the cancellation of the contract had not arisen and at the same time announcing that an action for breach of contract would
be filed against Bormaheco.

On that same date, 7 April 1964 Villonco Realty filed the complaint (dated April 6) for specific performance against Bormaheco. A notice of lis pendens was
annotated on the titles of the said lots. Bormaheco in its answers dated 5 May and 25 May 1964 pleaded the defense that the perfection of the contract of sale
was subject to the conditions that final acceptance or not shall be made after 45 days and that Bormaheco acquires the Sta. Ana property.

On 2 June 1964 or during the pendency of this case, the Nassco Acting General Manager wrote to Bormaheco, Inc., advising it that the Board of Directors
and the Economic Coordinator had approved the sale of the Punta lot to Bormaheco and requesting the latter to send its duly authorized representative to the
Nassco for the signing of the deed of sale. The deed of sale for the Punta land was executed on 26 June 1964. Bormaheco was represented by Cervantes.

In view of the disclosure in Bormahecos amended answer that the 3 lots were registered in the names of the Cervantes spouses and not in the name of
Bormaheco, Villonco Realty on 21 July 1964 filed an amended complaint impleading the said spouses as defendants. Bormaheco and the Cervantes spouses
filed separate answers. As of 15 January 1965 Villonco Realty had paid to the Manufacturers Bank & Trust Company the sum of P8,712.25 as interests on
the overdraft line of P100,000 and the sum of P27.39 as interests daily on the same loan since 16 January 1965. (That overdraft line was later settled by
Villonco Realty on a date not mentioned in its manifestation of 19 February 1975). Villonco Realty had obligated itself to pay the sum of P20,000 as
attorneys fees to its lawyers. It claimed that it was damaged in the sum of P10,000 a month from 24 March 1964 when the award of the Punta lot to
Bormaheco was approved. On the other hand, Bormaheco claimed that it had sustained damages of P200,000 annually due to the notice of lis pendens which
had prevented it from constructing a multistory building on the 3 lots. Miss Tagle testified that for her services Bormaheco, through Cervantes, obligated
itself to pay her a 3% commission on the price of P1,400,000 or the amount of P42,000. After trial, the lower court rendered a decision ordering the
Cervantes spouses to execute in favor of Bormaheco a deed of conveyance for the 3 lots and directing Bormaheco to convey the same lots to Villonco Realty,
to pay the latter, as consequential damages, the sum of P10,000 monthly from 24 March 1964 up to the consummation of the sale, to pay Edith Perez de
Tagle the sum of P42,000 as brokers commission and to pay P20,000 as attorneys fees
Bormaheco, Inc. and the Cervantes spouses appealed. The Supreme Court took cognizance of the appeal because the amount involved is more than P200,000
and the appeal was perfected before RA 5440 took effect on 9 September 1968.

The Supreme court modified the trial courts decision by ordering the spouses Cervantes, within 10 days from the date they receive notice from the clerk of
the lower court that the records of the case have been received from the Supreme Court, to execute a deed conveying to Bormaheco their 3 lots covered by
TCT 43530, 43531 and 43532 of the Registry of Deeds of Rizal; ordering Bormaheco, within 5 days from the execution of such deed of conveyance, to
execute in favor of Villonco Realty a registerable deed of sale for the said 3 lots and all the improvements thereon, free from all lien and encumbrances, at
the price of P400 per sq.m., deducting from the total purchase price the sum of P100,000 previously paid by Villonco Realty Company to Bormaheco, Inc.;
and obligating Villonco Realty, upon the execution of such deed of sale, to pay Bormaheco the balance of the price in the sum of P1,300,000; and ordering
Bormaheco to pay Villonco Realty P20,000 as attorneys fees and to pay Edith Perez de Tagle the sum of P42,000 as commission; with costs against
Villonco Realty.