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[7] Velarde, Et Al v. CA 361 SCRA 56 (2001)

[7] Velarde, Et Al v. CA 361 SCRA 56 (2001)

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Published by: Fides Damasco on Mar 12, 2010
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Republic of the Philippines
A substantial breach of a reciprocal obligation, likefailure to pay the price in the manner prescribed bythe contract, entitled the injured party to rescindthe obligation. Rescission abrogates the contractfrom its inception and requires a mutual restitutionof benefits received.
The Case
Before us is a Petition for Review on Certiorari
questioning the Decision
of the Court of Appeals(CA) in CA-GR CV No. 32991 dated October 9, 1992,as well as its Resolution
dated December 29, 1992denying petitioner's motion for reconsideration.
  The dispositive portion of the assailed Decisionreads:"WHEREFORES the Order dated May 15,1991 is hereby ANNULLED and SET ASIDEand the Decision dated November 14, 1990dismissing the [C]omplaint is RESINSTATED. The bonds posted by plaintiffs-appellees anddefendants-appellants are herebyRELEASED."
The Facts
 The factual antecedents of the case, as found by theCA, are as follows:"x x x. David Raymundo [herein privaterespondent] is the absolute and registeredowner of a parcel of land, together with thehouse and other improvements thereon,located at 1918 Kamias St., DasmariñasVillage, Makati and covered by TCT No.142177. Defendant George Raymundo[herein private petitioners] is David's fatherwho negotiated with plaintiffs Avelina andMariano Velarde [herein petitioners] for thesale of said property, which was, however,under lease (Exh. '6', p. 232, Record of CivilCase No. 15952)."On August 8, 1986, a Deed of Sale withAssumption of Mortgage (Exh. 'A'; Exh. '1',pp. 11-12, Record) was executed bydefendant David Raymundo, as vendor, infavor of plaintiff Avelina Velarde, as vendee,with the following terms and conditions:'x x x x x x x x x'That for and in consideration of theamount of EIGHT HUNDRED THOUSAND PESOS (P800,000.00),Philippine currency, receipt of whichin full is hereby acknowledged by theVENDOR from the VENDEE, to hisentire and complete satisfaction, bythese presents the VENDOR herebySELLS, CEDES, TRANSFERS, CONVEYSAND DELIVERS, freely and voluntarily,with full warranty of a legal and validtitle as provided by law, unto theVENDEE, her heirs, successors andassigns, the parcel of land mentionedand described above, together withthe house and other improvementsthereon.'That the aforesaid parcel of land,together with the house and otherimprovements thereon, weremortgaged by the VENDOR to theBANK OF THE PHILIPPINE ISLANDS,Makati, Metro Manila to secure thepayment of a loan of ONE MILLIONEIGHT HUNDRED THOUSAND PESOS(P1,800,000.00), Philippine currency,as evidenced by a Real EstateMortgage signed and executed by theVENDOR in favor of the said Bank of the Philippine Islands, on _____ andwhich Real Estate Mortgage wasratified before Notary Public forMakati, _____, as Doc. No. ______, PageNo. _____, Book No. ___, Series of 1986of his Notarial Register.'That as part of the consideration of this sale, the VENDEE herebyassumes to pay the mortgageobligations on the property hereinsold in the amount of ONE MILLIONEIGHT HUNDRED THOUSAND PESOS(P1,800,000.00), Philippine currency,in favor of Bank of Philippine Islands,in the name of the VENDOR, andfurther agrees to strictly and faithfullycomply with all the terms andconditions appearing in the RealEstate Mortgage signed and executedby the VENDOR in favor of BPI,including interests and other chargesfor late payment levied by the Bank,as if the same were originally signedand executed by the VENDEE.'It is further agreed and understoodby the parties herein that the capitalgains tax and documentary stamps onthe sale shall be for the account of the VENDOR; whereas, theregistration fees and transfer taxthereon shall be the account of the
VENDEE.' (Exh. 'A', pp. 11-12,Record).'"On the same date, and as part of the above-document, plaintiff Avelina Velarde, with theconsent of her husband, Mariano, executedan Undertaking (Exh. 'C', pp. 13-14, Record).''x x x x x x x x x'Whereas, as per deed of Sale withAssumption of Mortgage, I paid Mr.David A. Raymundo the sum of EIGHTHUNDRED THOUSAND PESOS(P800,000.00), Philippine currency,and assume the mortgage obligationson the property with the Bank of thePhilippine Islands in the amount of ONE MILLION EIGHT HUNDRED THOUSAND PESOS (P1,800,000.00),Philippine currency, in accordancewith the terms and conditions of theDeed of Real Estate Mortgage dated _____, signed and executed by Mr.David A. Raymundo with the saidBank, acknowledged before NotaryPublic for Makati, _____, as Doc. No. _____, Page No. _____, Book No. _____,Series of 1986 of his Notarial Register.'WHEREAS, while my application forthe assumption of the mortgageobligations on the property is not yetapproved by the mortgagee Bank, Ihave agreed to pay the mortgageobligations on the property with theBank in the name of Mr. David A.Raymundo, in accordance with theterms and conditions of the said Deedof Real Estate Mortgage, including allinterests and other charges for latepayment.'WHEREAS, this undertaking is beingexecuted in favor of Mr. David A.Raymundo, for purposes of attestingand confirming our privateunderstanding concerning the saidmortgage obligations to be assumed.'NOW, THEREFORE, for and inconsideration of the foregoingpremises, and the assumption of themortgage obligations of ONE MILLIONEIGHT HUNDRED THOUSAND PESOS(P1,800,000.00), Philippine currency,with the bank of the PhilippineIslands, I, Mrs, Avelina D, Velarde withthe consent of my husband, MarianoZ. Velardo, do hereby bind andobligate myself, my heirs, successorsand assigns, to strictly and faithfullycomply with the following terms andconditions:'1. That until such time as myassumption of the mortgageobligations on the property purchasedis approved by the mortgagee bank,the Bank of the Philippine Islands, Ishall continue to pay the said loan inaccordance with the terms andconditions of the Deed of Real EstateMortgage in the name of Mr. David A.Raymundo, the original Mortgagor.'2. That, in the event I violate any of the terms and conditions of the saidDeed of Real Estate Mortgage, Ihereby agree that my downpaymentof P800,000.00, plus all paymentsmade with the Bank of the PhilippineIslands on the mortgage loan, shall beforfeited in favor of Mr. David A.Raymundo, as and by way of liquidated damages, without necessityof notice or any judicial declaration tothat effect, and Mr. David A.Raymundo shall resume total andcomplete ownership and possessionof the property sold by way of Deed of Sale with Assumption of Mortgage,and the same shall be deemedautomatically cancelled and be of nofurther force or effect, in the samemanner as it (the) same had neverbeen executed or entered into.'3. That I am executing theUndertaking for purposes of bindingmyself, my heirs, successors andassigns, to strictly and faithfullycomply with the terms and conditionsof the mortgage obligations with theBank of the Philippine Islands, and thecovenants, stipulations and provisionsof this Undertaking.'That, David A. Raymundo, the vendorof the property mentioned andidentified above, [does] herebyconfirm and agree to theundertakings of the Vendee pertinentto the assumption of the mortgageobligations by the Vendee with theBank of the Philippine Islands. (Exh.'C', pp. 13-14, Record).'"This undertaking was signed by Avelina andMariano Velarde and David Raymundo."It appears that the negotiated terms for thepayment of the balance of P1.8 million wasfrom the proceeds of a loan that plaintiffswere to secure from a bank with defendant'shelp. Defendants had a standing approvedcredit line with the Bank of the PhilippineIslands (BPI). The parties agreed to avail of this, subject to BPI's approval of an
application for assumption of mortgage byplaintiffs. Pending BPI's approval o[f] theapplication, plaintiffs were to continue payingthe monthly interests of the loan secured bya real estate mortgage."Pursuant to said agreements, plaintiffs paidBPI the monthly interest on the loan securedby the aforementioned mortgage for three(3) months as follows: September 19, 1986at P27,225.00; October 20, 1986 atP23,000.00; and November 19, 1986 atP23,925.00 (Exh. 'E', 'H' & 'J', pp. 15, 17and18, Record)."On December 15, 1986, plaintiffs wereadvised that the Application for Assumptionof Mortgage with BPI, was not approved (Exh.'J', p. 133, Record). This prompted plaintiffsnot to make any further payment."On January 5, 1987, defendants, thrucounsel, wrote plaintiffs informing the latterthat their non-payment to the mortgagebank constitute[d] non-performance of theirobligation (Exh. '3', p. 220, Record)."In a Letter dated January 7, 1987, plaintiffs, thrucounsel, responded, as follows:'This is to advise you, therefore, thatour client is willing to pay the balancein cash not later than January 21,1987 provided: (a) you deliver actualpossession of the property to her notlater than January 15, 1987 for herimmediate occupancy; (b) you causethe re- lease of title and mortgagefrom the Bank of P.I. and make thetitle available and free from any liensand encumbrances; and (c) youexecute an absolute deed of sale inher favor free from any liens orencumbrances not later than January21, 1987.' (Exhs. 'k', '4', p. 223,Record)."On January 8, 1987 defendants sentplaintiffs a notarial notice of cancellation/rescission of the intended sale of the subject property allegedly due to thelatter's failure to comply with the terms andconditions of the Deed of Sale withAssumption of Mortgage and the Undertaking(Exh. '5', pp. 225-226, Record)."
 Consequently, petitioners filed on February 9, 1987a Complaint against private respondents for specificperformance, nullity of cancellation, writ of possession and damages. This was docketed as CivilCase No. 15952 at the Regional Trial Court of Makati, Branch 149. The case was tried and heardby then Judge Consuelo Ynares-Santiago (now anassociate justice of this Court), who dismissed theComplaint in a Decision dated November 14, 1990.
 Thereafter, petitioners filed a Motion forReconsideration.
 Meanwhile, then Judge Ynares-Santiago waspromoted to the Court of Appeals and JudgeSalvador S. A. Abad Santos was assigned to the salashe vacated. In an Order dated May 15, 1991,
 Judge Abad Santos granted petitioner's Motion forReconsideration and directed the parties to proceedwith the sale. He instructed petitioners to pay thebalance of P1.8 million to private respondents who,in turn, were ordered to execute a deed of absolutesale and to surrender possession of the disputedproperty to petitioners.Private respondents appealed to the CA.
Ruling of the Court of Appeal
 The CA set aside the Order of Judge Abad Santosand reinstated then Judge Ynares-Santiago's earlierDecision dismissing petitioners' Complaint.Upholding the validity of the rescission made byprivate respondents, the CA explained its ruling inthis wise:"In the Deed of Sale with Assumption of Mortgage, it was stipulated that 'as part of the consideration of this sale, the VENDEE(Velarde)' would assume to pay themortgage obligation on the subject propertyin the amount of P 1.8 million in favor of BPIin the name of the Vendor (Raymundo).Since the price to be paid by the VendeeVelarde includes the downpayment of P800,000.00 and the balance of Pl.8 million,and the balance of Pl.8 million cannot bepaid in cash, Vendee Velarde, as part of theconsideration of the sale, had to assume themortgage obligation on the subject property.In other words, the assumption of themortgage obligation is part of the obligationof Velarde, as vendee, under the contract.Velarde further agreed 'to strictly andfaithfully comply with all the terms andconditions appearing in the Real EstateMortgage signed and executed by theVENDOR in favor of BPI x x x as if the samewere originally signed and executed by theVendee. (p. 2, thereof, p. 12, Record). Thiswas reiterated by Velarde in the documententitled 'Undertaking' wherein the latteragreed to continue paying said loan inaccordance with the terms and conditions of the Deed of Real Estate Mortgage in thename of Raymundo. Moreover, it wasstipulated that in the event of violation byVelarde of any terms and conditions of saiddeed of real estate mortgage, thedownpayment of P800,000.00 plus allpayments made with BPI or the mortgageloan would be forfeited and the [D]eed of [S]ale with [A]ssumption of [M]ortgage wouldthereby be Cancelled automatically and of no

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