NICOLAS SANCHEZ VS RAMOS

Facts of the case:

 Burke was the owner of the yacht called Bronzewing bought from Australia and
be sold later on.
 Elser(Plaintiff) wishes to hold a yacht club then sell it afterwards for the amount
of 120k with 20 k going to Elser and the rest going to Burke. Burke received a
confirmation about Elser’s verbal offer of 120k for the Yacht
 Elser suggested that they organized a voyage on board going to south, inviting
some of the prominent businessman to advertise the yach tat the same time,
however, the yacht needed some repair and Elser was the one with financial
capacity . he incurred all the costs needed for repairs. The voyage was held and
had the yacht needed for a new engine which costs 20k.
 Elser tried to ask for 20k loan from Mr. Avery which avery refused due to the
remaining debt. Later on, Elser stated to burke that he’s not willing to purchase
the yacht for more than 70k. Burke after interview with Mr. Avery came into terms
about the sale of the yacht for 80k. 5K each month during the first 6 months and
10k thereafter. Confirmed by Elser through a letter.

Issue: was the letter written on April 3rd, 1922 a valid contract of sale?

Rationale: No
 Since Elser was a merchand, his words are presumed to have been used for specific
effect. Furthermore, the expression “I am in position to entertain the purchase of
the vessel upon the ff. terms…..” does not mean it’s a definite offer to purchase,
but merely the idea that a proposition to be made to him whjich he would accept
or reject accorting to the result of deliberation. In other words, Elser merely
entertained the idea and did not give his consent expressly.
 Salvador Malbarosa vs Ca

Facts:
 Salvador Malbarosa was the president and the general manager of the Philtetic
Corporation and also an officer of corporations belonging to SEADC group of
companies. The respondent then assigned one of its vehicles to the petitioner a
1983 model Mitsubishi gallant super salon car
 Salvador resigned from his postions in the SEADC group of companies and was
asking for incentives compensation amounting to 395k.
 The resignation was granted by the SEADC president and granted Malbarosa
amounting to 251, 057. 67, lower than what he expected.
 The respondent wrote a letter offrr which requires Malabarosa’s affirmity.
 The president of the SEADC went on to see Malbarosa to hand him the original
copy of the letter offer to which Malbarosa refused to sign to the president of the
SEADC withdrew the letter offer. However, Malbarosa alleged that he had
accepted the letter offer thus, Respondent SEADC cannot demant the return of
the vehicle.

Issue: Was Malbarosa’s Acceptance of the Letter offer Valid?

Rationale:
 Under Article 1319 of the new civil code,the consent by a party is manifested by
meeting of the offer and the acceptance upon the thing and the cause which are
to constitute the contract an offer could be reached any time until it is accepted
an offer not accepted does not constitute to a consent. The contract cannot exist
w/o an acceptance must be absolute, unconditional and w/o variance of any sort
from the offer.
 An acceptance of an offer must be communicated to the offeror. The contract can
only be perfected only from the acceptance of an offer is made known to the
offeror. The offeror may also withdraw its offer before the acceptance/
 In this case, Malbarosa only communicated his acceptance after the withdrawal
of the offer. He utterly failed to communicate his acceptance during the existence
of the offer.
 Jardine Davies vs Court of Appeals

Fact:
 A Bidding was held for the supply and installation of generators at purefoods
corporation. Purefoods confirmed the award of the contract to Far East Mills
Supply Corportation . FEMSCO submitted the required performance bond and
contractor’s all-risk policy. Purefoods then unilaterally cancelled the award and
subsequently entered into a contract with Jardine Nell. Femsco then sued both
Purefoods and Jardine.

Issue:
Whether there existed a perfected contract between PUREFOODS AND FEMSCO?

Rationale: YES
 Contracts are perfected by mere consent, upon acceptance by the offeeree of the
offer made by the offeror. To produce a contract, the acceptance may be express
or implied. In order for a contract to arise, the acceptance must be made known
to the offeror. The acceptance could also be revoked before it is made known to
the offeror.
 The letter of Purefoods to FEMSCO’s dated in December 12, 1992 constituted to
acceptance of the offer of FEMSCO’s.
 ASIAIN VS JALANDONI

FACTS:
 Asiain, is an owner of hacienda known as Maria located in the Province of
Occidental Negros, which consisted of 106 hectares. Jalandoni was an owner of
Hacienda adjacent that of Asiain.
 Both met with Asiain telling Jalandoni that he was willing to sell the portion of his
hacienda further stating that it was 25-30 hectares. Jalandoni remained doubtful,
so Asaian repeatedly assured him.
 They then entered into a memorandum-agreement for a purchase of land
containing 25 hectares more or less. Jalandoni paid 30k, however the land was
only 18.5 hectares and the remaining balance was still unpaid so Asain filed an
action against Jalandoni.

ISSUE: Whether the contract can be rescinded

HELD: Yes
 In cases where there’s a mutual mistake as to the boundaries of land that is to be
sold and regarding with the amount of the standing crop. The Phrase “More or
less” or others of Like import, added to a statement of the quantity, can only be
considered as covering inconsiderable or small differences one way or othe. The
use of such phrases in designation the quantity covers only a reasonable excess or
deficiency. The mistake was rescindable at the option of the purchaser. Without
the said mistake, the agreement would have prospered. The best thing to be done
is to put the parties back in exactly their respective positions before became
involved in the negotiations and before the accomplishment of the agreement.
 SPOUSES THEIS VS. COURT OF APPEALS

Facts:
 Respondent Calsons Development Corportation is the owner of 3 adjacent ;ands.
Respondend had built a 2 storey house in a vacant lot(lot 3). In a survey conducted,
2 lots were mistakenly surveyed to be located at lot 4. Respondent was not
cognizant of the said mistake, through its representative, they have sold it to the
spouses Theis. When the spouses came back to the Philippines to construct their
house, the have found out that lot 4 was already owner by another and that what
they have bought were lot 2 and 3, but lot 3 cannot be sold, as the construction
cost exceeded the money paid by the petitioners.
 Respondent then offered parcel 1 and 2 which the respondent owned, petitioners
rejected the offer.

Issue: was the contract of sale between petitioner and respondent Voidable?

Rationale: Yes.

 Under 1390, contracts are voidable or annullable, even though there may have
been no damage to the contracting parties .
1. Those where one of the parties is incapable of giving consent to a
contract;
2. Those where the consent is vitiated by mistake, violence, intimidation,
Undue influence or fraud.

These contracts are binding, unless they are annulled by a proper,

authority action in court. They are susceptible of ratification.
 Calsons development committed a mistake in selling lot 4. There was a good faith
on the part of the respondent as they have offered an option when they have
discovered the mistake. Furthermore, Article 1331 of the new civil code provides

“In order that mistake may invalidate consent, it should refer to the substance of the thing
which is the object of the contract, or to those conditions which have principally moved
one or both parties to enter into the contract.”

 The mistake of Calsons development in selling parcel. 4 invalidated its consent,

therefore annulment of the contract is proper.
 HEIRS of WILLIAM SEVILLA, ET AL V. SEVILLA

Facts:
 Felisa Almirol Co- owned lot No. 653 with her sisters Filomena Almiral de Sevilla
and Honarata Almiral. Her 1/3 undivided share was increased by ½ when she and
Filomina inherited the 1/3rd share of Honorota after honarata.
 Felisa died, thereafter, heirs of Filomena, sought the annulment of the 2 deeds
executed by Felisa during her lifetime. The first was when Felisa ceded to her
nephew, son of Filomena, her ½ undevided share. Second, a deed of Extra-Judicial
Partition dividing the share of Honorata to Felisa and to the heirs of Filomena.
 Petitioners alleged that the deed of donation was done with fraud because Felisa
was 81 years of age, seriously ill, and of unsound mind at the time of the execution.
 The deed pf Extra-judicial partition was void because it was executed without their
knowledge and consent.

Issue:
Whether the Contract was executed with fraud

Rationale: No
 There is fraud when, through the insidious words or machinations of one of the
contracting parties, the other is induced to enter into a contract which, without,
them, he would not have agreed to.
 There is undue influence when a person takes improper advantage of his power
over the will of another, depriving the latter of a reasonable freedom.
 However, Fraud and undue influence that vitiated a party’s consent must be
established by full, clear and convincing evidence, otherwise, the latter’s
presumed consent to the contract prevails.
 In this case, petitioners failed to show proof of Felisa being incapable of exercising
sufficient judgement in ceding her share to respondent Leopoldo.
 DUMASUG VS MODELO

FACTS:
 Andrea Dumasug filed a complaint alleging that the defendant persuaded the
plaintiff to sign a document by maliciously making her believe that it was only an
acknowledgement of indebtedness that she owed him for the work he had done
on her behalf. It must be noted that Andrea does not know how to write.
 3 months after defendant took possession some of Andrea’s property, she was
then notified that she had conveyed the said properties by absolute sale. Thus,
the case on hand.

ISSUE: Whether the instrument of purchase and sale of some of Andrea’s properties is
valid?

Raitionale: No
 because it is null and void, it is clear that the consent given by Andrea was null and
void as it was given by mistake. It invalidates the contract because it directly
affects the substance of the thing which was the subject matter of the contract,
had she known and understood the real contents, she would not have accepted
the document and consented to it.
 Hemedes vs ca

Facts:
 Kausapin transferred an unregistered parcel of land to her stepdaughter Maxima
Hemedes upon a resolutory condition in the deed of donation executed in her
favor of her late husband Jose hemedes, except the usufruct thereof which shall
remain in her duringh lifetime or remarriage, which will automatically revert to
maxima. Maxima initiated a registration in favor of her with annotation of
usufruct in favor of Justa Kausapin. Maxima and her spouse mortgaged the
property to R and B insurance as a security for a loan which they have failed to
pay. Leading to extrajudicially foreclosure of the property.
 A public auction was held in which R and b insurance was the highest bidder,
maintaining also the usufruct in favor of Justa Kausapin. Despite the previous
conveyance, Justa Maxima transferred the same land to her stepson, Enrique
Hemedez. Affirming thhe conveyance and denying the previous.
 Enrique Hemedes sold the property to Dominium Realty and Construction
Corporation. Maxima denied that the property was mortgaged to R and B
insurance. Dominium and Enrique filed for annulment of the title issued in favor
of R and B insurance.
ISSUE: Whether 1332 Applies where there’s a complete absence of consent?
Rationale: No

 Article 1332 was intended for the protection of a party to a contract who is at a
disadvantage due to his illiteracy, ignorance, mental weakness or other handicap.
This article contemplates a situation wherein a contract has been entered into,
but the consent of one of the parties is vitiated by mistake or fraud committed by
the other contracting party. This is apparent from the ordering of the provisions
under Book IV, Title II, Chapter 2, Section 1 of the Civil Code, from which Article
1332 is taken. A contract where consent is given through mistake, violence,
intimidation, undue in uence, or fraud is voidable. This is immediately followed by
provisions explaining what constitutes mistake, violence, intimidation, undue in
uence, or fraud sufficient to vitiate consent. In order that mistake may invalidate
consent, it should refer to the substance of the thing which is the object of the
contract, or to those conditions which have principally moved one or both parties
to enter into the contract. Fraud, on the other hand, is present when, through
insidious words or machinations of one of the contracting parties, the other is
induced to enter into a contract which, without them, he would not have agreed
to. Clearly, Article 1332 assumes that the consent of the contracting party
imputing the mistake or fraud was given, although vitiated, and does not cover a
situation where there is a complete absence of consent.
Katipunan vs. Katipunan

 Respondent Katipunan Jr. owned a 203-sq. m. Lot and a five-door apartment at

san Miguel manila.
 Respondend Assisted by the Petitioner Miguel Katipunan, entered into a Deed of
Aboslute Sale with brothers Balguma(co-petitioners) involving the property in
considerartion of 187k.
 Respondents title then got cancelled and was registered in favor of the Balguma
brother. Atty. Balguma started collected rentals from thhe lessees of the
apartment in January, 1986
 Respendont alleged that they made him sign what was purportedly a contract of
employment which turns out to be a Deed of Absolute Sale.

ISSUE: Whether the consent of the respondent katipunan in the sale of his property was
voidable.

Rationale: YES
 one of the most important elements of contract of sale Is when there’s consent
between 2 parties via meeting of the minds
 Article 1330. A contract where consent is given through mistake, violence,
intimidation, undue influence, or fraud is voidable. (1265a). the presence of any
of these vices renders the contract voidable.
 In this case Braulio katipunan did not have any idea what he entered to. The
execution of the contract manifest a vitiated consend on the part of respondent.
Furthermore, undue influence was also exerted upon him by his brother Miguel
and Valdez, not explaining the contents of the document, depriving him a
reasonable freedom of choice. It should be noted that he only reached grade
three. Rendering him impossible to understand the contract written in English.
His lack of education rendered him incapable of giving rational consent. What
was worse was he did not even receive the purchase price. Thus, the element of
consent is lacking, the contract of sale was void.
 Nicolas Sanchez vs Rigos

Facts:
 Sanchez and Rigos executed an instrument entitiled “Option to purchase”
where Rigos promised to sell a parcel of land located in Nueva Ecija
within 2 years which will be terminated after 2 years should Sanchez fail
to exercise his right within 2 years.
 Sanchez tried paying rigos amounting to 1510.00 whhich the latter
refuses to accept. Thus, Sanchez filed an action against Rigos for specific
performamce and damages.
Issue: Is an accepted unilateral promise to sell without consideration distinct from
price could be revoked or withdrawn?

Rationale: NO
 Upon acceptance of the 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 subsequentlu to buy or not to buy. It was not a mere
option to then, it became a Bilateral contract of sale.
 In sum it up, since there was no valid consideration, an offeror not bound to
promise and ma withdraw it. But, pending notice of his withdrawal, if his offer is
accepted, the contract of sale has been perfected.
 ADELFA PROPERTIES VS COURT OF APPEALS

Facts:
 Private respondents and their brothers Jose and Dominador were the registered
co-owners of a parcel of land in Las Pinas
 Jose and Jimenez sold their share of the parcel of land to the petitioner,
specifically the easter portion. Thereafter, petitioner have shown interest in
acquiring the western portion of the private property, an“Exclusive option to
purchase” was executed between petitioner and respondents and an option
money of 50k was given to the latter.
 A new owners copy of title was issued,as the original copy was lost, Adelfa’s
counsel, Attty. Bernardo kept the said title.
 Before Adelfa could make payments, she received summons as a case filed
against Jose and Dominador, because a complaint was filed by the nephews and
nieces of private respondents. Adelfa informed the respondents that it would
hold payment of the full purchase price and suggested that they settle it with the
nephews and nieces of the respondent.

Issue: Whether the exclusive option to purchase executed between petitioner adelfa
properties, inc. and private respondents is an option contract.

Rationale: No
 The alleged option money of 5o k was actually earnest money intended to form
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part of the purchase part. It was not distinct from the cause or consideration for
the sale of the property.
 There were distinctions between earnest money and option money.
1. Earnest money is part of purchase price, while option money, is distinct
from consideration for an option contract
2. Earnest money is given only when there’s sale, option money applies to
sale not yet perfected.
3. Earnest money is given, buyer is bound to pay the balance, on the other
hand, in option money, buyer is not required to pay.

The mentioned characteristics of earnest money are present in the said

option contract though it was called as “Option Money”.
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