JOHNSON, J. We are satisfied, from all of the evidence adduced during the trial, that the judgment of the lower court should be Old case showing that if condition is based on the sole will of affirmed. So ordered. debtor, condition is voided and thus will take effect like a pure obligation. DOCTRINE Art 1115 CC; Art 1182 NCC – Conditions relying on sole will of IMPORTANT PEOPLE the debtor or obligor is void. Tomas Osmena as the plaintiff-appellee Cenona Rama as the accused-appellant HERMOSA V LONGARA FACTS LABRADOR 1. Victoriano Osmena and the defendant executed a contract Epifanio Longara was claiming against the testate estate of Fernando a) Rama from Cebu will pay Osmena 200 pesos for Hermosa, Sr. on the basis that the latter asked for credit advances on sugar in January or February of coming year at condition that the latter’s property in Spain was sold and he receive price ruling the day of delivery to warehouse at half money derived from the sale. The court ruled that this is a potestative cuartillo per month on each peso and a casual condition since its fulfillment is dependent not only on the b) If not paid in full, a balance struck at end of each will of the debtor (he can decide when to sell), but the will of a third June with interest party (still dependent if anyone would buy). c) Will sell all the sugar harvested to Osmena as guarantee security of present and future property IMPORTANT PEOPLE d) Special security the house with tile roof and ground Francisco Hermosa, Sr., Epifanio Longara, Luz Hermosa floor of stone (where he lives) 2. Defendant executed and delivered another: FACTS a) Asked for further loan and have received from 7. He claims P2,341.41 representing credit advances made Osmena received P 70 in cash, 50 loaned from to the intestate from 1932-1944, P12,924.12 made to Evaristo Penares (to be paid in sugar in month of his son Francisco Hermosa, and P3,772 made to his January), 20 from Rama grandson, Fernando Hermosa, Jr. from 1945 to 1947, 3. Osmena died sometime after execution and delivery of after the death of the intestate, which occurred in Dec aboved contracts. Contracts became property of heir 1944. Agustina Rafols then ceded it to plaintiff Tomas 8. CA found that the intestate had asked for the said credit Osmena. advances for himself and for the members of his family 4. Plaintiff presented contracts to defendant for payment, “on condition that their payment should be made by Defendant acknowledged responsibility but didn’t pay Fernando Hermosa, Sr. as soon as he receive funds amound due. derived from the sale of his property in Spain." 5. Action to CFI to pay the part of the defendant – 9. CA held that payment of the advances did not become Defendant’s defense: Prescription and denial. At CFI due until the administratrix (Luz Hermosa) received the defendant didn’t offer any proof. CFI in favor of sum of P20,000 from the buyer of the property. PLAINTIFF. CFI ruled that 50 of the 70 is not borrowed by defendant but by Evaristo Penares ISSUE with HOLDING 6. SC appeal 2. W/N obligation contracted by the intestate was subject ISSUE with HOLDING to a condition exclusively dependent upon the will of 1. W/N proof adduced during trial not sufficient to support the debtor (a condicion potestativa) and therefore null the findings of the Lower Court and void a) NO. It is sufficient thus CFI judgment affirmed a. Condition in question does not depend b) Suggested that the acknowledgment of the exclusively upon the will of the debtor, but indebtedness should be regarded as a condition (In also upon other circumstances beyond his the acknowledgment made by the defendant, she power or control. (mixed, depending partly imposed the condition that she would pay the upon the will of intestate and partly upon obligation if she sold her house) WHICH depended chance) upon her EXCLUSIVE WILL thus void (Art 1115 CC; b. Without such a buyer the sale could not be Art 1182 NCC). carried out or the proceeds thereof sent to c) The acknowledgment therefore by Rama was an the islands. ABSOLUTE acknowledgment of obligation thus c. the sale was not effected in the lifetime of the sufficient to prevent the statute of limitation from debtor (the intestate), but after his death and barring the action upon the original contract. by his administrator, the very wife of the As the condition above referred to is null and void, claimant. the debt resulting from the advances made to i. CA found no evidence to show that Fernando Hermosa, Sr. became either immediately the claim was the product of a demandable or payable within a term to be fixed collusion or connivance between by the court, but action has prescribed after the the administratrix and the claimant. lapse of 10 years. d. As the obligation retroacts to the date when Does not agree that it is a mixed condition because the contract was entered into, all amounts in the absence of any contract setting forth the advanced from the time of the agreement minimum or maximum terms which would be became due, upon the happening of the acceptable to the debtor, nobody could legally suspensive condition. As the obligation to pay compel Fernando Hermosa, Sr. to make any sale. became due and demandable only when the house was sold and the proceeds received in the islands, the action to recover the same only accrued, within the meaning of the statute of limitations, on date the money became available here hence the action to recover the advances has not yet prescribed. Taylor vs. Uy Tieng Piao and Tan Liuan e. Even if authorization to furnish necessaries to Street his grandson may have been given, this authorization could not be made to extend Taylor was contracted by Tan Liuan and Co to become the after his death, for two obvious reasons. superintendent of the respondents’ oil factory. However, Taylor’s i. First because the obligation to contract was subject to a stipulation which states that if the furnish support is personal and is machinery for the proposed factory does not arrive within 6 months, extinguished upon the death of the then the employment contract can be cancelled. The machinery did person obliged to give support not arrive, leading for the respondents to cancel the contract and for (article 150, old Civil Code), and Taylor to file an action to recover damages. ii. second because upon the death of a principal (the intestate in this case), FACTS his agent's authority or 1. On December 12, 1918, Taylor contracted his services authorization is deemed to Tan Liuan and Co, the company of the respondents. terminated (article 1732, old Civil The petitioner was hired to potentially become the Code). superintendent of an oil factory. a. The period of the contract was for over 2 DISPOSITIVE PORTION years with a salary of P600 per month in the Judgment affirmed in so far as it approves the claims of appellee in the 1st year and P700 per month during the amounts of P2,341 and P12,942.12, and reversed as to that of P3,772. second. In addition to this, he also received electric light and water for domestic DISSENTS consumption, and a residence to live in for Paras: Concurring and dissenting: P60 per month. Concurs in reversing judgment allowing claim for 2. However, the machinery for the contemplated factory P3,772, but dissents as it afirms the appealed had not been acquired, even though ten expellers had jugment approving appellee’s other claims been ordered from the United States. The arrival of the The condition to pay the advances was condicion machines is one of the stipulations inserted in the potestiva and therefore null and void in contract: accordance with art 1115 of the Civil Code because a. “It is understood and agreed that should the it is very obvious that the matter of the sale of the machinery to be installed in the said factory house rested on the sole will of the debtor fail, for any reason, to arrive in the city of Under the condition imposed by Fernando Manila within a period of six months from Hermosa, Sr., it is immaterial whether or not he date hereof, this contract may be cancelled had already decided to sell his house, since there is by the party of the second part at its option, no pretence that acceptable conditions of the sale such cancellation, however, not to occur had been made the subject of an agreement, such before the expiration of such six months.” that if such conditions presented themselves the 3. The machinery did not arrive in the city of Manila debtor would be bound to proceed with the sale. within the six months succeeding the making of the contract; nor was other equipment necessary for the establishment of the factory at any time provided by conceded the privilege of the defendants. cancellation; for where the a. The reason for this probably due to the fact contracting parties have agreed that the defendants, in the first months of that such option shall exist, the 1919, seeing that the oil business no longer exercise of the option is as much promised large returns, either cancelled the in the fulfillment of the contract order for the machinery from choice or were as any other act which may have unable to supply the capital necessary to been the subject of agreement. finance the project. d. A condition at once facultative and 4. This led for the respondents to avail of the option resolutory may be valid even though the given in the clause, deciding to rescind the contract. condition is made to depend upon the will of 5. Thus, the plaintiff thereupon instituted this action to the obligor. recover damages in the amount of P13,000. i. If it were apparent that the 6. However, the CFI only gave the plaintiff P300. Hence defendants were under a positive this appeal. obligation to cause the machinery to arrive in Manila, they would of ISSUE with HOLDING course be liable. The contract, 1. WON the contract can be cancelled due to the however, expresses no such independent will of the defendant positive obligation, and its a. The plaintiff argues that the stipulation must existence cannot be implied in the be understood as applicable only in those fact of stipulation, defining the cases where such non-arrival is due to causes conditions under which the that are not due to the will of the defendants defendants can cancel the (ie force majeur etc etc). contract. i. In this connection the plaintiff relies on article 1256 of the Civil DISPOSITIVE PORTION Code, which is to the effect that the validity and fulfilment of The judgment appealed from will be modified by declaring that the contracts cannot be left to the will defendants shall pay to the plaintiff the sum of P360, instead of P300, of one of the contracting parties, as allowed by the lower court, and as thus modified the judgment will and to article 1119, which says be affirmed with interest from November 4, 1919, as provided in that a condition shall be deemed section 510 of the Code of Civil Procedure, and with costs. So ordered. fulfilled if the obligor intentionally impedes its fulfilment. DOCTRINE b. However, the language conferring the right of cancellation upon the defendants is broad A condition at once facultative and resolutory may be valid even enough to cover any case of the non-arrival though the condition is made to depend upon the will of the obligor. of the machinery i. "for any reason” ii. Thus, the defendants had the right Smith, Bell & Co. vs Sotelo Matti to cancel the contract in the Romualdez, J. contingency that occurred, unless some clear and sufficient reason Smith, Bell Co. entered into contract with Vicente Sotelo where the can be adduced for limiting the former agreed to sell certain items and the latter agreed to purchase. operation of the words conferring When the shipments arrived, Sotelo refused to pay as the items’ the right of cancellation. arrivals were late. The court held that the contract was conditional as c. The SC believes that Article 1256 of the Civil it was dependent on the US gov’s regulations. The plaintiff did all in Code creates no impediment to the insertion his power to deliver the items and so it they could not have been said in a contract for personal service of a to have incurred delay. resolutory condition permitting the cancellation of the contract by one of the With regard to the class syllabus, this conditional obligation is mixed, parties. meaning it partly depended on the will of a party (plaintiff company) i. Such a stipulation, as can be and partly on the chance or will of a stranger (US government). readily seen, does not make either the validity or the fulfillment of IMPORTANT PEOPLE the contract dependent upon the Vicente Sotelo (defendant) will of the party to whom is Smith, Bell Co. (plaintiff, juridical person) And in the contract of the motors: FACTS “Approximate delivery within 90 days. This is not guaranteed. This 1. In August 1918, the plaintiff corporation and the sale is subject to our being able to obtain Priority Certificate, subject defendant, Sotelo entered into contract where the plaintiff to the US gov requirements and also subject to confirmation by corporation sells and Sotelo purchases manufacturers.” a. Two steel tanks for P21,000 total to be On all contracts, there is this clause: shipped from New York to Manila within three or four months b. Two expellers for P25,000 each to be “The sellers are not responsible for the delays caused by fires, riots on shipped from San Francisco in the month of September 1918 land or on the sea, strikes or other causes known as Force Majeure or as soon as possible entirely beyond the control of sellers or their representatives.” c. Two electric motors for P2,000 each with “approximate delivery within 90 days – This is not The reason these clauses were inserted was because the contracts guaranteed” were executed during the world war when transport was difficult, the US government being strict with transport and regulation during 2. The tanks arrived on April 27, 1919, the expellers that time. on October 26, 1918, and the motors on February 27, 1919. Given these clauses, the Supreme Court concluded that the 3. Plaintiff corporation notified defendant of the obligation must be regarded as conditional because the terms do not arrival, but the latter refused to receive them and pay the prices. For fix the date of arrival or whether the items would be brought to this, the plaintiff corporation brought suits against the defendant Manila or not. It was up to conditions set by US government. Hence, the fulfillment of the obligations were dependent on third persons 4. In their Answer, the defendant and Intervenor who could not be compelled to fulfill the condition. Manila Oil Refining and By-products Co. (of which Sotelo was said to be a manager) denied the allegations of plaintiff. It alleged that the In cases like this, the obligors part is deemed to have been sufficiently products were not in good condition, and that Mr. Sotelo had made performed if he has done all in his power even if the condition has the contracts as manager of the Intervenor and that it was only on not ben fulfilled in reality. In the case at hand, the plaintiff has May 1919 that the tanks had arrived, the motors and expellers sufficiently proven that it has made all the efforts it could possibly having arrived incomplete and long after the date stipulated. It be expected to under the circumstances. further alleged that it suffered damages in the sums of P116,783.91 and P21,250 due to the delay and non-delivery. “As soon as possible” does not necessitate that the seller must stop all his work to devote himself to that order. But he must act with 5. The court below absolved the defendants insofar reasonable diligence or without unreasonable delay. as the tanks and motors were concerned, but ordered them to receive the expellers and pay the plaintiff P50,000 with legal interest “Delivery within a reasonable time” depends on the circumstances for the item. attending the transaction such as the character and purpose of the goods, ability of seller to produce, facilities for transport, distance of 6. Both parties appealed from this decision. transport, etc. The court holds that the plaintiff company brought the goods to Manila within a reasonable time and is therefore could not have incurred liabilities mentioned by intervenor. ISSUE with HOLDING 2. WON the Intervenor has right of action. NO. 1. WON, under the contract, the plaintiff has fulfilled, in due time, its obligation to bring the goods to Manila. YES. Sotelo entered into contract in his individual capacity and in his own name. If he transacts in the name of a principle, he must state that There exists this clause as regards the tank: fact in the contract. “To be delivered within 3 or 4 months. The promise or indication of shipment carries with it absolutely no obligation on our part the DISPOSITIVE PORTION exigencies of requirements of the US government, or a number of causes may act to entirely vitiate the indication of shipment as stated. Wherefore, the judgement appealed from is modified, and the In other words, the order is accepted on the basis of shipment at defendant Mr. Vicente Sotelo Matti, is sentenced to accept and Mill’s convenience, time of shipment being merely an indication of receive from the plaintiff the tanks, the expellers, and the motors in what we hope to accomplish.” question, and to pay the plaintiff the sum of P96,000, with legal interest thereon from July 17, 1919, the date of the filing of As for the expellers, there is this clause: complaint, until fully paid, and the cost of both instances. So ordered. “The following articles to be shipped at San Francisco within the month of September 1918 or as soon as possible” DOCTRINE a. No, the resumption of the contract, based on In conditional obligations, such as where it the fulfillment is Rustan’s actions is purely dependent on the dependent on the will of a third person who cannot be compelled to will of one party. They could always claim, as they did in the instant case, that they have act, the obligors part is deemed to have been sufficiently performed if more than sufficient supply of pulp wood, he has done all in his power even if the condition has not ben fulfilled even if they are accepting materials from in reality. other firms. i. There is evidence on record that A conditional obligation is mixed, if it partly depends on the will of a appellees have been accepting party and partly on the chance or will of the stranger. deliveries of pulp wood materials from other sources even after September 30, 1968. Rustan Pulp and Paper Mills vs. IAC b. The contract suggests a condition solely Melo dependent upon the petitioner’s exclusive will. A purely potestative imposition of this A paper mill started operations and executed a contract with a supplier character must be obliterated from the face with the condition that the paper mill has the right to stop accepting of the contract without affecting the rest of deliveries whenever the supply was sufficient. The paper mill exercised the stipulations considering that the that right, but continued accepting periodic deliveries from other condition relates to the fulfilment of an suppliers, leading for respondent Lluch to file a complaint. already existing obligation and not to its inception i. A condition which is both FACTS potestative (or facultative) and 1. In 1966, petitioner Rustan established a pulp and paper resolutory may be valid, even mill in Baloi, Lanao del Norte. though the saving clause is left to 2. March 20, 1967, respondent Lluch, who is a holder of a the will of the obligor. forest products license, gave a letter to petitioner ii. However, the conclusion drawn Rustan asking to be its supplier of raw materials. from the Taylor case, which 3. This led to the execution of a contract on April 1968, allowed a condition for unilateral where the respondent agreed to sell for a price of cancellation of the contract when P30.00 per cubic meter of pulp wood raw materials. the machinery to be installed on 4. This contract included several stipulations including: the factory did not arrive in Manila, a. “That BUYER shall have the option to buy from is certainly inappropriate for other SELLERS who are equally qualified and application to the case at hand holders of appropriate government authority because the factual milieu in the or license to sell or dispose, that BUYER shall legal tussle dissected by Justice not buy from any other seller whose pulp Street conveys that the proviso woods being sold shall have been established relates to the birth of the to have emanated from the SELLER'S lumber undertaking and not to the and/or firewood concession. . . . And that fulfilment of an existing obligation. SELLER has the priority to supply the pulp c. That fact that the petitioners continued wood materials requirement of the BUYER; accepting deliveries after the stoppage b. That the BUYER shall have the right to stop means that petitioners are estopped from delivery of the said raw materials by the seller claiming that the breakdown of the covered by this contract when supply of the machinery line was an extraordinary obstacle same shall become sufficient until such time to their compliance to the prestation when need for said raw materials shall have d. become necessarily provided, however, that DISPOSITIVE PORTION the SELLER is given sufficient notice.” 5. During the test run of the pulp mill, the machinery line WHEREFORE, the decision appealed from is hereby MODIFIED in the thereat had major defects while deliveries of the raw sense that only petitioner Rustan Pulp and Paper Mills is ordered to materials piled up, which prompted the pay moral damages and attorney's fees as awarded by respondent recommendation for the stoppage of deliveries. Court. 6. This led for Rustan to send a letter which informed suppliers to stop deliveries, including its main business DOCTRINE partner Lluch, leading for the latter to file a complaint. 7. On January 23, 1969, the court of origin dismissed the A purely potestative imposition of this character should be obliterated complaint but at the same time enjoined petitioners to from the contract without affecting the rest of the stipulations respect the contract of sale considering that the condition relates to the fulfilment of an already 8. Hence this appeal existing obligation and not to its inception. ISSUE with HOLDING 1. WON the stoppage of deliveries was a proper exercise of the petitioner’s rights according to the contract’s stipulations considering that there is a glut of materials in the plant. Romero vs. CA (MIXED CONDITION) A sale is at once perfected when a the seller Vitug, J. obligates himself, for a price certain, to deliver and to transfer ownership of a Petitioner and respondent execute a Deed of Conditional Sale, the specified thing or right to another the buyer condition being that respondent uses petitioner’s Php 50K advance to over which the latter agrees. evict squatters on the property. Respondent wins the ejectment case o The title given to the contract by but files a petition for recission (she realizes she wants to keep the the parties is not as much property), which the CA grants. Petitioner appeals to the SC and wins. significant as its substance. For example, a deed of sale, although IMPORTANT PEOPLE stated as a deed of conditional Virgilio Romero – petitioner; buyer sale, may be treated as absolute in Enriqueta Chua vda. de Ongsiong – private respondent; nature, if the vendor is not granted vendor the right to unilaterally rescind the contract predicated on the FACTS fulfillment or non-fulfillment, as 10. 1988: Petitioner and his partners decided to put up a the case may be, of the prescribed warehouse in Metro Manila, making it known to several condition (the eviction of the real estate brokers. squatters). 11. Alfonso Flores and his wife, with a broker, offered From the moment the contract is perfected, petitioner a parcel of land measuring 1,952 sq.m. in the parties are bound not only to the Paranaque. It was covered by TCT No. 361402 in the fulfillment of what has been expressly name of respondent. stipulated but also to all the consequences Petitioner found the lot suitable except for which, according to their nature, may be in the presence of squatters. Flores gave him an keeping with good faith, usage and law. offer: if he made an advance of Php 50K (to be o Under the agreement, private used in an ejectment case against the respondent is obligated to evict the squatters), respondent would agree to sell the squatters on the property. The property for only Php 800 pero square meter. ejectment of the squatters is a 12. Petitioner agreed, and a Deed of Conditional Sale was condition the operative act of executed between him and respondent. which sets into motion the period 13. Following the agreement, respondent filed an of compliance by petitioner of his ejectment case against the squatters in the said own obligation, which is to pay the property with the MeTC of Paranaque. balance of the purchase price. a) Judgment was rendered ordering them to o Private respondent’s failure “to vacate the premises. The MeTC later remove the squatters from the suspended the execution of the judgment to property” within the stipulated give the squatters time to relocate. period gives petitioner the right to b) However, this was already past the 60-day either refuse to proceed with the period for the eviction stipulated in the Deed agreement or waive that condition of Conditional Sale between petitioner and under Art. 1545. This option clearly respondent. Respondent then sought to belongs to petitioner, not to return the Php 50K petitioner gave, saying she private respondent, because he is failed to evict the squatters, and she wants to the injured party. retain the property. The deed of sale was There was no potestative condition on the nullified. part of Ongsiong but a “mixed” condition c) Petitioner’s counsel then disagreed and said “dependent not on the will of the vendor that alone but also of third persons like the 14. Respondent then filed a petition for recission of the squatters and government agencies and Deed of Conditional Sale, which was granted by the CA. personnel concerned.” Petitioner appealed. DISPOSITIVE PORTION ISSUE with HOLDING Petition granted. CA decision reversed and set aside. 3. W/N the vendor (R) may demand the recission of a Petitioner is ordered to pay private respondent the balance contract of sale for a cause traceable to her own failure of the purchase price, and respondent to execute a deed of to evict squatters on the subject property within the sale in favor of petitioner. contractually-stipulated period – No. Roman Catholic Archbishop of Manila v Court of Appeals granting a party the right to rescind J. Regalado a contract unilaterally in case of breach IMPORTANT PEOPLE ii. Art. 1306 provides that parties are Eusebio de Castro, Martina Rieta – Donor authorized to establish conditions Roman Catholic Archbishop of Manila (RCAM) - donee not contrary to law, morals, good customs, public order, public policy. FACTS Automatic revocation of a deed of 15. In 1930, spouses Eusebio de Casto and Martina Rieta donation, without judicial action, is (now both deceased), executed a deed of donation in valid. favor of the Roman Catholic Archbishop of Manila iii. Art. 1144 (1) should be applied – an (RCAM) covering a parcel of land, with an area of 964 sq action to enforce a written contract meters, in Kawit, Cavite. prescribes in 10 years. In this case, a) The deed of donation had a condition: the it has only been a little over 4 years donee shall not dispose/sell the property for when the respondents filed the a period of 100 years from the execution of complaint. the deed of donation. Violation thereof will 5. W/N the respondents have a cause of action. NO. render the contract null and void and would a. Respondents’ claim: cause of action is based revert the property to the estate of the on the resolutory condition (don’t sell it until donors. after 100 years) in the deed of donation. 16. In 1980, the Bishop of Imus, who administered all b. SC: The condition is an undue restriction on properties of RCAM in Cavite, sold the property to the rights arising from the ownership of the spouses Ignao for P114,000. petitioners and is contrary to public policy. 17. Respondents, representing the deceased couple De i. Donation – transfers the property Castro and Rieta, filed a complaint for nullification of from donor to donee and thus, the deed of donation, rescission of contract and donee becomes the absolute owner reconveyance of real property with damages against of the property. The donor may spouses Ignao. impose conditions as long as they 18. The Ignaos and RCAM both filed a motion to dismiss are not contrary to law, morals, saying that the respondents have no cause of action, no good customs, public policy, public legal capacity to sue, that the complaint states no cause order (see Art. 1306). of action and that the cause of action has prescribed. ii. Prohibition against alienation must 19. RTC dismissed the respondents’ complaint. not be for an unreasonable period Respondents appealed to CA and rendered a decision in of time. Art 494 allows prohibition their favor. Ignaos and RCAM filed MRs but was denied against partition for 20 years. Art by the CA. 870 declares that stipulations declaring the estate inalienable for ISSUE with HOLDING more than 20 years are void. 4. W/N the respondents’ cause of action has already iii. The prohibition against alienation prescribed. NO. of the property for 100 years is an a. Petitioners’ claim: Acc. to Art. 764 of the CC, impossible condition under Art. an action for revocation of a donation must be 727. brought within 4 years from the non- compliance of the conditions. DISPOSITIVE PORTION b. SC: Art. 764 does not apply as the deed of Judgement of respondent court is set aside. Case dismissed. donation expressly provides for automatic reversion in case the condition is violated. DOCTRINE Judicial action for rescission is not necessary if Art 494 allows prohibition against partition for 20 years. Art the contract already provides that it will be 870 declares that stipulations declaring the estate inalienable for more revoked once its conditions are violated. SC than 20 years are void. Art. 727 states that impossible conditions are can only step in if there is an absence of a considered as not imposed. special provision granting the power of cancellation. i. De Luna v. Abrigo: there is no need for a judicial declaration of revocation of donation if the agreement has a stipulation