NGELES V. CALASANZ Facts: On Dec.

19, 1957, defendants-appellants, Ursula Torres Calasanz and Tomas Calasanz, and plaintiff-appellees, Buenaventura Angeles and Teofila Juani, entered into a contract to sell a piece of land in Cainta, Rizal, for Php 3,920 plus 7% interest per annum. Angeles, etc made a downpayment of Php 392 upon execution of the contract, and promised to pay the balance in monthly installments. They continued paying until July 1966 when the aggregate payment amounted to Php 4,533.38. On numerous occasions, they gave delayed installment payments. On Dec. 6, 1966, Calasanz, etc. requested payment of past remittances. On Jan. 28, 1967, they cancelled said contract because Angeles failed to meet the payments. Angeles filed a civil case to compel Calasanz to execute a deed of sale. Calasanz alleged that they refused to pay the installments corresponding to the month of August 1966 for more than five months. The lower court rendered judgment in favor of Angeles, stating that the contract was not validly cancelled. Issue: W/N the contract to sell has been automatically and validly cancelled by the defendant appellees. Held: In Art.1191, either party has the right to rescind the contract upon the failure of the other to perform the obligation assumed thereunder, in reciprocal obligations. A judicial action for the rescission of a contract is not necessary where the contract provides that it may be revoked and cancelled for violation of any of its terms and conditions. It must be understood that the act of a party in treating a contract as cancelled or resolved on account of infractions by the other contracting party must be made known to the other and is always provisional, subject to scrutiny and review by the proper court. If the other party denies that rescission is justified, it is free to resort to judicial action in its own behalf, and bring the matter to court. Then, should the court, after due hearing, decide that it was not warranted, the responsible party shall be subject to damages. In other words, the party who deems the contract violated may consider it rescinded and proceed accordingly, without previous court action, but it proceeds at its own risk. The right to rescind the contract for non-performace of its stipulations is not absolute. Rescission of a contract will only be permitted for substantial and fundamental breach as would defeat the very object of the parties in making the agreement. The breach of contract (failing to pay the August installment despite demand, for more than four months) is so slight and casual when we consider that the plaintiff-appellees had already paid the monthly installments for almost 9 years, including the initial downpayment, amounting to Php 4,553.38. When the defendants-appellants, instead of availing their alleged right to rescind, accepted and received delayed installment payments, though the plaintiff-appellees have been in arrears beyond the grace period, the defendant-appellants waived and are estopped from exercising their alleged right to rescission. To

sanction the rescission made by the defendants-appellants will work injustice against the plaintiff-appellees. Art. 1234 provides that if the obligation has been substantially performed in good faith, the obligor may recover as though there had been a strict and complete fulfillment, less damages suffered by the obligee. It also militates against the unilateral act of the defendants-appellants in cancelling the contract. The contract to sell has characteristics of a contract of adhesion. The defendants-appellants drafted the contract and the plaintiffs-appellees had no opportunity to change the terms. It was offered on a take it or leave it basis. Contracts of adhesion are contracts where almost all the provisions have been drafted by one party. The participation of the other is the signing of his signature or his adhesion thereto. Contracts of sale of lots on the installment plan fall under this category. This contract must be construed against the party causing it. The decision appealed from is affirmed with the modification that plaintiff-appellees should pay the balance without any interests.