SILVESTRE DIGNOS and ISABEL LUMUNGSOD vs.

CA and ATILANO JABIL

FACTS: Spouses Silvestre Dignos and Isabela Lumungsod de Dignos sold their parcel of land in Opon, Lapu-Lapu to private
respondent Antonio Jabil for the sum of P28,000.00 payable for 2 installments, with an assumption of indebtedness with the First
Insular Bank of Cebu in the sum of P12,000.00 as was acknowledged by vendors in the Deed of Absolute Sale (Exh. C), and the next
installment to be paid 3 months after. But the same land was also sold by Spouses Dignos (Exh. J) which was registered in the
Registry of Deeds. This prompted Jabil to file a civil suit against Spouses Dignos for the 2nd sale to Spouses Luciano Cabigas and
Jovita de Cabigas, who were then US citizens. CFI of Cebu rendered the 2nd sale to Spouses Cabigas null and void, directing Spouses
Dignos to return the P35,000.00 to Spouses Cabigas and ordered Jabil to pay the remaining balance. Spouses Dignos contend that
Exh. C is a contract to sell and as such, anchored their contention on the very terms of the contract as mentioned in par 4, that said
spouses have agreed to sell the herein mentioned property to Alilano B. Jabil and condition in par 5, in which the spouses agreed to
sign a final deed of absolute sale upon payment of the remaining balance of P4,000.00.

ISSUE: Is the contract between the parties a contract of sale or a contract to sell?

RULING: The contract between the parties is a contract of sale. It has been held that a deed of sale is absolute in nature although
dominated as a “Deed of Conditional Sale” where nowhere in the contract in question is a proviso or stipulation to the effect that
title to the property sold is reserved in the vendor until full payment of the purchase price, nor is there a stipulation giving the
vendor the right to unilaterally rescind the contract the moment the vendee fails to pay within a fixed period. All the elements of a
valid contract of sale are present in the document and that Spouses Dignos never notified Jabil by notarial act that they were
rescinding the contract, and neither did they file a suit in court to rescind the sale. There is no showing that Jabil properly authorized
a certain Cipriano Amistad to tell petitioners that he was already waiving his rights to the land in question.

ROMULO CORONEL vs. CA, CONCEPCION ALCARAZ and RAMONA ALCARAZ

FACTS: This case is about a sale of land in Roosevelt Avenue, Quezon City by the vendor Romulo Coronel to the vendees Conception
Alcaraz and her daughter Ramona Patricia Alcaraz with the following conditions:

The Coronel’s will immediately transfer the certificate of title in their name upon receipt of the downpayment which is
₱50,000.

Upon the transfer in their names of the subject property, the Coronel’s will execute the deed of absolute sale in favor of
Ramona and then Ramona shall immediately pay the Coronel’s the whole balance of ₱1,190,000.

On January 15, 1985, Conception paid the downpayment of ₱50,000 and then on February 6, 1985, the property was now registered
under the name of Coronel’s. By Feb. 18, 1985, the Coronel’s sold the property to Catalina B. Mabanag for ₱1,580,000 after she
made a ₱300,000 downpayment. This is the reason why the Coronel’s cancelled and rescind the contract with the Alcaraz by
depositing back the ₱50,000 to Ramona’s bank account.

On Feb. 22, Conception filed a complaint for specific performance against the Coronel’s. On April, the Coronel’s executed a deed of
absolute sale over the subject property to Catalina after which on June Catalina was issued a new title over the subject property.

ISSUE: Whether or not the “Receipt of Down payment” embodied a perfected contract of sale or just a mere contract to sell?
RULING: When the “Receipt of Down Payment” document was prepared and signed by Romulo Coronel, the parties had agreed to a
conditional contract of sale the consummation of the contract is subject only to the successful transfer of the certificate of Title.

According to Supreme Court, the receipt of down payment document manifests a clear intent of the Coronel’s to transfer the title to
the buyer, but since the title is still in the name effect the transfer even though the buyers are able and willing to immediately pay
the purchase price. The agreement as well could not have been a contract to sell because the seller or the Coronel’s made no
express reservation of ownership or the title of the land.

On Feb. 6, 1985, the Contract of Sale between the Coronel’s and the Alcaraz’ became obligatory.

LUZON DEVELOPMENT BANK vs. ANGELES CATHERINE ENRIRQUEZ

FACTS: Delta Development and Management Services (Delta) entered into a loan with Luzon Development Bank (Bank), secured by a
Real Estate Mortgage. The REM was amended to include a bigger sum loaned from the bank. The proceeds of the loan were applied
to Delta project of developing a subdivision. It subsequently entered into a contract to sell with Angeles Enriquez (Enriquez) over
one of the subdivision lots. Enriquez was able to pay around half of the value of the property. Subsequently, Delta was unable to pay
for the loan it took with the bank, but instead of letting the bank foreclose on the mortgaged properties, it entered into a dacionen
pago (dation in payment) where it turned over property to the bank.

The property subject to the contract to sell with Enriquez was included in the dation. Enriquez protested the transaction through the
regional office of the HLURB. She is asking for a refund of the purchase price pointing out that, the agreed upon amount exceeded
the limit prescribed by PD 957, or The Subdivision and Condominium Buyer Protective Decree, and that the mortgage Delta entered
into was invalid per PD 957. The HLURB ruled in favor of Enriquez, but did not approve a refund. Instead, it reduced the balance due
for the property. Delta appealed the ruling, and was able to get a better ruling from the commissioner.

The Office of the President affirmed the ruling. However, when Enriquez appealed to the Court of Appeals, the CA invalidated the
dation, saying that Delta lost ownership over the property of Enriquez and could not have validly conveyed the same. Delta and the
Bank come before the Supreme Court to question the ruling. The Bank is also asking for the liability of Delta if it loses one of the
properties to Enriquez.

ISSUE: Was the dacion en pago valid?

RULING: The mortgage entered into by Delta and the Bank is void for violation of PD 957. However, this does not, in any way,
invalidate the dacion en pago. The CA erred when it ruled that Delta lost ownership over the property subject of the contract to sell.
The very nature of a contract to sell is that the ownership vests upon full payment of the purchase price. Hence there was no
impediment in the dacion. Delta cannot be held liable should Enriquez gain ownership over the land. The effect of the dacion is that
the Bank becomes a party in the contract to sell with Enriquez, replacing Delta. Enriquez now owes the Bank the balance of the
purchase price of the property. It is the intention of the dacion to extinguish the obligation of Delta in exchange for properties. There
are no other conditions. Also, as a financial institution, the Bank should have exercised greater diligence. It cannot claim to be a
transferee in good faith. However, Enriquez is liable for the amount agreed upon. The agreement was done in good faith, and
Enriquez agreed to the contract price. It cannot be challenged anymore.
DOMINGO CARABEO vs. SPS. NORBERT and SUSAN DINGCO

FACTS: On July 10, 1990, Domingo Carabeo (petitioner) entered into a contract denominated as “Kasunduan sa Bilihan ng Karapatan
sa Lupa” (kasunduan) with Spouses Norberto and Susan Dingco (respondents) whereby petitioner agreed to sell his rights over a 648
square meter parcel of unregistered land situated in Purok III, Tugatog, Orani, Bataan to respondents for P38,000.

Upon the signing of the contract, the respondents paid an initial amount of P10,000 and the remaining balance would be paid on
September 1990. However, when the respondents were about to pay the balance, the petitioner refused to accept the amount due
to an on-going dispute over the land. Nevertheless, the respondents occasionally gave the petitioner small sums of money which
totaled P9,100. These amounts were allegedly given due to the request of the petitioner.

Despite the respondents insistence of paying the remaining balance of P19,800, the petitioner remained firm in his refusal. He
reasoned that he would register the land first. However, when the dispute was finally settled and the registration of the land was
made, the petitioner still declined to accept the payment. Thus, forcing the respondents to file a complaint before the Katarungan
Pambarangay. Nevertheless, the parties were not able to reach a settlement. Hence, the filing of a complaint for specific
performance before the RTC.

In the petitioner’s answer in the complaint, he alleged that the sale was void for lack of object certain. The kasunduannot having
specified the metes and bounds of the land. In addition to that, he alleged that assuming that the validity of the kasunduan is
upheld, the respondent failed to comply with their reciprocal obligation in paying the balance of the P28,000 on September 1900.
Thus, forcing him to accept the installment payments.

After the case was submitted for decision, the petitioner passed away. However, the records do not show that petitioner’s counsel
informed the lower court of his death and that proper substitution was effected. The RTC ruled in favor of the respondents ordering
them to sell their rights over the land and to pay the costs of suit. The CA affirmed the decision of the lower court.

ISSUES: 1.) Whether or not the elements of a valid contract are present in this case.
2.) Whether or not there is a valid contract despite the absence of spousal consent

RULING: 1.) The elements of a valid contract are present in this case.

Even though the kasunduan did not specify the technical boundaries of the property, it does not render the sale a nullity. The
requirement that a sale must have for its object a determinate thing is satisfied as long as, at the time the contract is entered into,
the object of the sale is capable of being made determinate without the necessity of a new or further agreement between the
parties.

2.) An issue raised only on appeal will not be considered by the courts.

The issue as to whether or not there is a valid contract despite the absence of spousal consent was raised only on appeal, hence, will
not be considered, in the present case, in the interest of fair play, justice and due process.
NATIONAL GRAIN AUTHORITY and WIILIAM CABAL vs. IAC and LEON SORIANO

FACTS: Petitioner, National Grains Authority (now the NFA), is a government agency created under Presidential Decree No. 4. One of
the its incidental functions is the buying of palay grains from disqualified famers.

On August 23, 1979, private respondent Leon Soriano offered to sell palay grains to the NFA, through William Cabal, the Provincial
Manager of NFA stationed at Tuguegarao, Cagayan. He submitted the documents required by the NFA for pre-qualifying as a seller.
Then, private respondent’s documents were processed accordingly; he was given a quota of 2 640 cavans of palay. The quota noted
in the Farmer’s Information Sheet represented the maximum number of cavans of palay that Soriano may sell to the NFA.

Soriano delivered 630 cavans of palay. The palay delivered were not rebagged, classified and weighed. When Soriano demanded
payment of 630 cavans of palay, he was informed that its payment will be held in abeyance since Mr. Cabal was still investigating on
an information he received that Soriano was not a bona fide farmer and the palay delivered by him was not produced from his
farmland but was taken from the warehouse of a rice trader, Ben de Guzman. Then, private respondent was asked to withdraw from
the NFA Warehouse the 630 cavans Soriano delivered, stating that NFA cannot legally accept the said delivery on the basis of the
subsequent certification of the BAEX technician, Napoleon Callangan, that Soriano is not a bona fide farmer.

Despite the advised to withdraw the cavans of palay, private respondent insisted that the palay grains delivered be paid. Then, he
filed a complaint for specific performance and collection of money with damages against NFA and Mr. Cabal before the Court of First
Instance of Tugeugarao.

Upon the agreement and order of the court, the cavans of play were withdrawn and an inventory was made by the sheriff as
representative of the court, representative of Soriano, and a representative of NFA.

The Court of First Instance of Cagayan rendered judgment in favor of private respondent and ordered the NFA to pay the amount of
Php 47 250 representing the unpaid price of the 630 cavans of palay plus legal interest. The lower court’s decision was then affirmed
by the Intermediate Appellate Court.

ISSUE: Is there a contract of sale between the parties?

RULING: Yes. Article 1458 of the Civil Code of the Philippines defines sale as a contract whereby one of the contracting parties
obligates himself to transfer the ownership of and to deliver a determinate thing, and the other party to pay the price certain in
money or its equivalent. A contract, on the other, is a meeting of minds between two persons whereby one binds himself, with
respect to the other, to give something or to render some service. The essential requisites of contracts are: 1. consent of the
contracting parties, 2. Object certain which is the subject matter of the contract, and 3. cause of the obligation which is established.
In the present case, private respondent initially offered to sell palay grains produced in his farmland to NFA. When the latter
accepted the offer noting in Soriano’s Farmer’s Information Sheet a quota of 2 640 cavans of palay, there was already meeting of
minds between the parties. The object of the contract, being the palay grains produced in Soriano’s farmland and the NFA was to
pay the same depending upon its quality. The fact the exact number is not determinate shall not be an obstacle to the existence of
the contract – Provided it is possible to determine the same, without the need of a new contract between the parties. In this case,
there was no need for NFA and Soriano to enter into a new contract to determine the exact number of cavans of palay sold. Soriano
can deliver so much of his produce as long as it does not exceed 2 640 cavans.
SERVICEWIDE SPECIALIST, INCORPORATED vs. IAC

FACTS: Galicano Siton purchased from Car Traders Philippines, Inc. a vehicle and paid a downpayment of the price. Siton executed a
promissory note in favor of Car Traders Philippines, Inc. expressly stipulating that the face value of the note shall “be payable, without
need of notice of demand, in instalments. As further security, Siton executed a Chattel Mortgage over the subject motor vehicle in
favor of Car Traders Philippines, Inc. The credit covered by the promissory note and chattel mortgage executed by respondent Galicano
Siton was first assigned by Car Traders Philippines, Inc. in favor of Filinvest Credit Corporation.

Subsequently, Filinvest Credit Corporation likewise reassigned said credit in favor of petitioner Servicewide Specialists, Inc. Siton was
advised of this second assignment. When Siton failed to pay, Servicewide Specialists filed this action against Galicano Siton and “John
Doe.”

ISSUE: Whether or not the mortgagee is bound by the deed of sale by the mortgagor in favour of a third person, as neither the
mortgagee nor its predecessors has given written or verbal consent thereto pursuant to the deed of Chattel Mortgage.

RULING: The absence of the written consent of the mortgagee to the sale of the mortgaged property in favor of a third person,
therefore, affects not the validity of the sale but only the penal liability of the mortgagor under the Revised Penal Code and the binding
effect of such sale on the mortgagee under the Deed of Chattel Mortgage. The rule is settled that the chattel mortgagor continues to
be the owner of the property, and therefore, has the power to alienate the same; however, he is obliged under pain of penal liability,
to secure the written consent of the mortgagee. Thus, the instruments of mortgage are binding, while they subsist, not only upon the
parties executing them but also upon those who later, by purchase or otherwise, acquire the properties referred to therein

There is no dispute that the Deed of Chattel Mortgage executed between Siton and the petitioner requires the written consent of the
latter as mortgagee in the sale or transfer of the mortgaged vehicle. We cannot ignore the findings, however, that before the sale,
prompt inquiries were made by private respondents with Filinvest Credit Corporation regarding any possible future sale of the
mortgaged property; and that it was upon the advice of the company’s credit lawyer that such a verbal notice is sufficient and that it
would be convenient if the account would remain in the name of the mortgagor Siton.
MAKATI SPORTS CLUB, INC vs. CECILE CHENG, MC FOODS, INC. and RAMON SABARRE

FACTS: October 20, 1994: Makati Sports Club Inc (MSCI) BOD adopted a resolution authorizing the sale of 19 unissued shares at
a floor price of P400,000 and P450,000 per share for Class A and B, respectively. Cheng was a Treasurer and Director of Makati
Sports Club in 1995. July 7, 1995: Hodreal expressed his interest to buy a share, for this purpose he sent the letter requesting to
be wait listed. November 1995: McFoods acquiried shares of Makati Sports Club at P1,800,000 through Urban Bank. December
15, 1995: Stock cert. was issued to McFoods. December 27, 1995: McFoods advised its offer to resell. November 24, 1995:
Hodreal paid McFoods P1,400,000. December 27, 1995: Hodreal again paid P1,400,000. February 7, 1996: Cheng advised sale
by McFoods to Hodreal of the share evidenced by a certificate. New certificate was issued. 1997: investigation showed
that Cheng profited from the transaction because of her knowledge. MSCI sought judgment that would order respondents to
pay the sum of P1,000,000.00, representing the amount allegedly defrauded, together with interest and damages.

ISSUE: Whether MSCI was defrauded by Cheng's collaboration with Mc Foods

RULING: NO. petition is DENIED

no evidence on record that the Membership Committee acted on Hodreal's letter

SEC. 29. (a) The Membership Committee shall process applications for membership; ascertain that the requirements for stock
ownership, including citizenship, are complied with; submit to the Board its recommended on applicants for inclusion in the
Waiting List; take charge of auction sales of shares of stock; and exercise such other powers and perform such other functions
as may be authorized by the Board.
Membership Committee failed to question the alleged irregularities attending Mc Foods’ purchase
purchase price of P1,800,000.00 is P1,400,000.00 more than the floor price - NOT detrimental
Upon payment and the execution of the Deed of Absolute Sale, it had the right to demand the delivery of the stock certificate in
its name.
The right of a transferee to have stocks transferred to its name is an inherent right flowing from its ownership of the stocks
certificate of stock
paper representative or tangible evidence of the stock itself and of the various interests therein
not a stock in the corporation but is merely evidence of the holder’s interest and status in the corporation, his ownership of the
share represented thereby
MSCI failed to repurchase Mc Foods’ Class "A" share within the 30 day pre-emptive period
no proof that Cheng personally profited

FREDERICO SERRA vs. CA and RCBC

FACTS: Petitioner Federico Serra, who is the owner of a 374 square meter parcel of land, and RCBC entered into a "Contract of
Lease with Option to Buy" which provided that Serra will lease the subject land to RCBC for a period of 25 years, that the RCBC
has the option to purchase the same at P210.00 per square meter within a period of 10 years from May 25, 1975, the date of
the signing of the Contract. Later, petitioner alleged that as soon as he had the property registered, he kept on pursuing the
branch manager for the sale of the lot as per their agreement, but it was not until September 4, 1984, that RCBC decided to
exercise the option.

RCBC informed petitioner, through a letter, of its intention to buy the property at the agreed price of not greater than P210.00
per square meter or a total of P78,430.00, but petitioner replied that he is no longer selling the property. RCBC then filed an
action for specific performance and damages against Serra. Although finding that the contract was valid, the lower court ruled
that the option to buy is unenforceable because it lacked a consideration distinct from the price and RCBC did not exercise its
option within the reasonable time. Upon motion for reconsideration, however, the lower court reversed itself on the 2nd issue,
declared the contract as valid, and ordered Serra to deliver the proper deed of sale to RCBC. The Court of Appeals likewise
affirmed said decision.

ISSUE: Was there a valid contract of lease with option to buy between the parties? Was there a consideration distinct from the
price to support the option given to RCBC?
 RULING: The Supreme Court affirmed the appellate court’s decision. A contract of adhesion is one wherein a party, usually a
corporation, prepares the stipulations in the contract, while the other party merely affixes his signature or his "adhesion"
thereto. These types of contracts are as binding as ordinary contracts because in reality, the party who adheres to the contract
is free to reject it entirely.

In the case at bar, the Supreme Court did not find the situation to be inequitable because petitioner is a highly educated man,
who, at the time of the trial was already a CPA-Lawyer, and when he entered into the contract, was already a CPA, holding a
respectable position with the Metropolitan Manila Commission. It is evident that a man of his stature should have been more
cautious in transactions he enters into, particularly where it concerns valuable properties. Also, in the present case, the
consideration is even more onerous on the part of the lessee since it entails transferring of the building and/or improvements
on the property to petitioner, should respondent bank fail to exercise its option within the period stipulated.

REPUBLIC OF THE PHILIPPINES vs. PHILIPPINES RESOURCES DEVELOPMENT CORP and CA

FACTS: Apostol, allegedly acting for the Philippine Resources Development Corp. (PRDC), contracted with the Bureau of Prison for
the purchase of 100 tons of designated logs, but only a small payment of the purchase price was made. In lieu of the balance of the
purchase price, he caused to be delivered goods of the PRDC to the Bureau of Prison as payment for the outstanding price. The
Republic brought an action against Apostol for the collection of sums owing to it for his purchase of Palawan Almaciga and other
logs. PRDC intervened claiming that Apostol, as President of the company, without prior authority, took goods from PRDC
warehouse and appropriated them to settle his personal debts in favor of the government. The Republic opposed the intervention of
PRDC, arguing that price is always paid in money and that payment in kind is no payment at all; hence, money and not the goods of
PRDC are under dispute.

ISSUE: Whether or not payment in kind is equivalent to price paid in money.

RULING: YES. Price may be paid in money or ITS EQUIVALENT—in this case, the goods. Payment need not be in the form of money.
The prices for the goods have, in fact, been assessed and determined.

Republic is not at all authority to say that under Article 1458, as it defines a contract of sale and the obligation of the buyer to “pay
the price certain in money or its equivalent”, the term “equivalent” of price can cover other than money or other media of
exchange, since Republic covers not the perfection stage of a contract of sale, but rather the consummation stage where the price
agreed upon (which ideally should be in money or its equivalent) can be paid under the mutual arrangements agreed upon by the
parties to the contract of sale, even by dation in payment.

SPS. ISABELO and ERLINDA PAYONGAYONG vs. CA and ROSALINA SALVADOR

FACTS: Eduardo Mendoza was the registered owner of a parcel of land. He mortgaged the land to Meralco Employees Savings and
Loan Association (MESALA) to secure a loan of ₱81,700.00. Mendoza executed a Deed of Absolute Sale with Assumption
of Mortgage in favor of Spouses Isabelo and Erlinda Payongayong and bound themselves to pay the mortgage indebtedness and
consideration of ₱50,000.00. Without knowledge of petitioners, the same property was mortgaged for a 2nd time. Meanwhile, the
subject property was sold to Spouses Clemente and Rosalinda Salvador. Thus, complaint for annulment of deed of absolute sale was
filed by Spouses Payongayong. They contend that Spouses Mendoza meticulously sold to respondents the property which was
priorly sold to them and that respondents acted in bad faith in acquiring it, having absolute knowledge of the Deed of Absolute Sale
with Assumption of Mortgage. Further, the deed of sale was simulated and therefore, null and void.
ISSUE: Was the sale between Mendoza and Spouses Salvador simulated?

RULING: No. Simulation occurs when an apparent contract is a declaration of a fictitious will, deliberately made by the agreement of
the parties, in order to produce, for the purpose of deception, the appearance of a juridical act which does not exist or is different
from that which is executed. Its requisites are: a) an outward declaration of will different from the will of the parties; b) the false
appearance must have been by mutual agreement; and c) the purpose is to deceive third persons. The claim of simulation does not
lie. The cancellation of Mendoza’s certificate of title over the property and procurement of one in its stead in the name of
respondents, which acts were directed towards the fulfillment of the purpose of the contract unmistakably show the parties
intention to give effect to their agreement. However, the Court cannot come to petitioners’ succor at the expense of respondents
who are innocent purchasers in good faith.