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Published by: Niño Divino B. Tuason on Jan 25, 2013
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INTRODUCTION CASE TITLE DIZON V CA DIGEST FACTS: Overland entered into a contract if lease with option to buy with Dizon. Dizon wanted to cancel the contract for nonpayment but Overland insists it has a lready made a partial payment for the option to buy with Alice Dizon. HELD: Ther e was no valid payment because Alice Dizon was not authorized by the seller to a ccept any payment. DOCTRINE: Sale us a consensual contract and he who alleges it must show its existence by competent proof. The elements of a contract of sale are consent, object and price in money or its equivalent. The absence of any of these essential elements negates the existence of a perfected contract. FACTS: T here was a barter between Fule(owner of land) and Dr. Cruz(owner of emerald-cut diamond earrings). Fule was given time to inspect the jewelry, being a jeweller himself. When asked if the jewelry was okay, he said yes. He later complained th at the earrings were fake and wants his land back. HELD: there can be no return of properties because the contract had already been perfected. DOCTRINE: A contr act of sale is perfected at the moment there is a meeting of the minds upon the thing to which is the object of the contract and upon the price. FACTS: Celestin o, maker of sash, doors and windows, claim that it should only be assessed 3% co ntractor’s tax because its work is based on special order, not the 7% tax for on s ale of manufactured articles. HELD: Celestino cannot avail of the 3% tax because it does not only serve special customers only since any builder may order from them. DOCTRINE: A factory which habitually makes sash, windows and doors, and se lls the goods to the public is a MANUFACTURER. The fact that the windows and doo rs are made by it only when customers place their orders and according to such f orm or combination as suit the fancy of the purchaser does not alter the nature of the establishment. FACTS: Eng’g is engaged in the design installation of centra l air conditioning system, pumping plants and steel fabrications. HELD: Eng’g is n ot a manufacturer but a contractor so it should not be assessed tax for manufact ured goods. DOCTRINE:The distinction between a contract of sale and a contract f or furnishing services, labor and materials is tested by the inquiry whether the thing transferred is one not in existence and which would never have existed bu t for the order of the party desiring to acquire it, or a thing which would have existed and has been the subject of sale to some other persons even if the orde r had not been given. S FACTS: There was a contract between Quiroga and Parsons so Parsons can sell Quiroga beds in Visayas. Quiroga claims that Parsons had vio lated certain obligations implied in agency. HELD: the contract was of purchase and sale and not a contract of agency. Parsons’ obligation was to pay the price fo r the beds whether are sold or not. DOCTRINE: In a contract of agency, the agent receives the thing to sell it and does not pay for the prince but delivers to t he principal the price he obtains from the sale of a thing to a third person. If he does not succeed, then he returns the thing to the principal. FACTS: Puyat w as the agent in Manila of Star Piano. Arco contracted with Puyat to purchase sou nd reproducing equipment. FULE V V CA CELESTINO V COLLECTOR COMMISSIONER V ENGINEERING QUIROGA V PARSONS PUYAT V ARCO

Arco later learned that Puyat has a 25% discount with Star Piano and wants Puyat to return the equivalent amount of the discount to them. HELD: Arco is not enti tled to the discount that Puyat enjoyed because Puyat was not an agent of Arco. DOCTRINE: It is well-known that local dealers acting as agents of foreign manufa cturers, aside from obtaining discount from principal, also adds to the price fo r local purchasers. If a purchaser later discovers that it is at the short end, he alone must bear the blame and contract cannot be rescinded. FACTS: Laigo obta ined loan of 11M from Dao Heng Bank, Inc and pledged 3 mortgages as security. La igo failed to settle the obligation and verbally offered to cede to Dao Heng one of the two mortgaged lots by way of dacion en pago. Dao Heng demanded payment a nd filed an application to foreclose all 3 mortgages. HELD: There was no dacion en pago because Dao Heng had not consented. DOCTRINE: Dacion en pago as a mode o f extinguishing an existing obligation partakes of the nature of sale whereby pr operty is alienated to the creditor in satisfaction of a debt in money. It is an objective novation of the obligation, hence, common consent of the parties is r equired in order to extinguish the obligation. FACTS:Myers and Maritime entered into a contract of Conditional Sale (Contract to Sell). Myers reserved the right to cancel contract in case of Maritime’s failure to pay installments. Maritime fa iled to pay, hence, Myers cancelled the contract. HELD: (as previously proven) c ontract to sell, not of sale. When payment was not made, contract of sale was no t perfected. DOCTRINE: The distinction between contracts of sale and contract to sell with reserved title has been recognized by this Court in repeated decision s upholding the power of promisors under contracts to sell in case of failure of the other party to complete payment, to extrajudicially terminate the operation of the contract, refuse conveyance and retain the sums or installments already received, where such rights are expressly provided for, as in this case. FACTS: Dignos sold their land to Jabil payable in 2 instalment, w/ assumption of indebt edness. Jabil paid and it was acknowledge by the spouses in a deed. Later, Digno s spouses also sold the same land to Cabigas, a deed of absolute sale was execut ed. HELD: The property belongs to Jabil since when Dignos sold the land to Cabig as, the could not validly do so since they no longer were the owners. DOCTRINE: Difference between contract to sell and contract of sale: sell – reserves ownershi p subject to fulfilment of condition i.e. full payment, and ownership does not p ass to the buyer despite delivery of the thing until said condition is fulfilled ; sale – does not reserve ownership over the thing sold and ownership is transferr ed immediately upon actual or constructive delivery of the thing. FACTS:Fernando Canullas and Mercedes Calimlim-Canullas were married and begot 5 children. Fern ando abandoned his family and lived with his concubine. Fernando sold the land a s well as the house where his wife and children resided to Daguines for P2,000. Daguines initiated a complaint for quieting of title against Mercedes. DOCTRINE: The sale was contrary to law morals and public policy, and thus is null and voi d. The sale was subversive to the stability of the family, a basic social instit ution which public policy cherishes and protects. The prohibition of donations a nd sale DAO HENG BANK V LAIGO LUZON BROKERAGE V MARITIME DIGNOS V CA II. PARTIES TO A CONTRACT OF SALE CALIMLIMCANULLAS V FORTUN

CRUZ V CA between spouses apply to common-law relationships, otherwise, “the condition of th ose who incurred guilt would turn out to be better than those is legal union”. FAC TS:Gloria Cruz and Romeo Suzara lived together as husband and wife without the b enefit of marriage. Out of love and affection, Cruz executed a deed of absolute sale over her lot in favour of Suzara without any monetary consideration. Suzara subsequently mortgaged it and was it was foreclosed because he however failed t o pay. Cruz paid the bank partially to restructure the loan in order to extend r edemption period. Suzara redeemed the property and sold it to a 3 rd person DOCT RINE: While Art. 1490, which prohibits the husband and wife from selling propert y to each other, was extended to common-law relationships, Cruz can no longer se ek reconveyance of the property when it has already been acquired by 3 rd person in good faith and for value. The real purpose of the Torrens system of registra tion is to quiet title to land and to put to a stop to any question of legality of the title except claims which have been recorded in the certificate of title at the time of registration or which may arise subsequent thereto. A purchaser i s not required to explore further what the Torrens title on its face indicates i n quest for hidden defect or inchoate right that may subsequently defeat his rig ht thereto. PHILIPPINE TRUST CO V ROLDAN FACTS: When father died, Mariano, inherited 17 parcels of land from him. His ste pmom Roldan, was appointed his guardian through guardianship proceedings. Roldan sold the land to her brother-in-law Ramos allegedly to invest the money in a ho use in Manila. The next day, Ramos executed in favor of Roldan a deed of conveya nce covering the same 17 parcels. DOCTRINE:Roldan purchased her ward’s property th rough her brother-in-law. She planned to get them for herself, evident from the amount of time that lapsed between the two sales (8d). Only ONE DAY had passed f rom the time the guardianship court judicially confirmed the sale. From both leg al and equitable standpoints, the sales cannot be sustained. The sales from Mari ano, by Roldan, to Ramos, and then from Ramos to Mariano, are void for violation of 1459. FACTS: Francisco Militante claimed ownership over land to which he fil ed an application for registration of title. The application was opposed by the Director of Lands. Pending litigation, Militante sold the land to Domingo Rubias , his son-in-law and a lawyer by profession. Rubias declared the land for taxati on purposes under various tax declarations and land taxes. DOCTRINE:Aside from a cquiring nothing from Francisco Militante, since his application for registratio n was denied by the land registration court – as affirmed with finality by the CA. Assuming in arguendo that Militante had anything to sell, the deed of sale exec uted in 1956 by him in favor of plaintiff at a time when plaintiff was concededl y his counsel of record in the land registration case involving the very land in dispute was void. The purchase by a lawyer of the property in litigation from h is client is categorically prohibited by Article 1491, paragraph (5) of the Civi l Code RUBIAS V BATILLER MACARIOLA V ASUNCION FACTS:Judge Asuncion purchased a property from Dr. Galapon, who acquired the sai d property from the parties in a partition case previously handled by Judge Asun cion.

Said parcel is a branch of the main river that has been covered with wa ter since time immemorial and thus part of the public domain. in its actual setting and by its physical metes and bounds. DOCTRINE:When one sells or buys real property . The case handled by Judge Asuncion had long been final. He di dn’t buy the lot directly from the plaintiffs either. The incontestable and indefeasible character of a Torrens c ertificate of title does not operate when the land covered is not capable of reg istration. including lots 1214-C and 1214-D. SO. 535-A which was the one presently occupied by heirs of Atilano I. It is incapable of private appropriation or acquisition by prescription. Simple possession of a certificate of title under the Torren s system does not necessarily make the possessor a true owner of all the propert y described therein. could be determined by simply re ferring to the Arellano plan. was being contested by the municipality as a river and thus form part of public domain. At ilano II claim that upon resurvey of the subject land. Atilano II of course wants to get the other bigger parcel. The requirement was deemed fulfilled und er the contract of sale because it specifically referred to such other portions of the lots required by the “Arellano plan. The report submitt ed stated that Parcel No. lot No. 535-E in the deed of sale was a simple mistake in the drafting of th e document.one sells or buys the property as he sees it. The object o f sale. was that specific portion whe re the vendee was then already residing. and not by the mere lot nu mber assigned to it in the certificate of title. the exact area of the land ne eded. nor even to clarify matters or explain their intentions. FACTS:Eulogio Atil ano II brought parcel of land from his brother Eulogio Atilano I. FACTS: A parcel of land. The instrument of sale d id not mention lot 1214-B. for example . 2 was not a public river but a private fishpond owned by the spouses. 535-E was in fact Lot No. Therefo re. ownership of w/c changed hands u ntil it landed to spouses Martinez. which was the subject matter of the sale. MELLIZA V CITY OF ILOILO . although it was contiguous to the other two lots. 2 is a river of the public domain as eviden ced by its technical description which states that it is bounded on all sides by rivers. it was discovered that th e land sold to them designated as Lot No.808 square-meter) and Atilano II retained 535-A but is now occupying 535-E (2. The real issue here is not adve rse possession. : namely.” T he Arellano plan had long been in existence before the execution of the deed. without the parties needing to draw-up a new contr act. avenues and parks according to the Arellano plan. DOCTRINE:Parcel No. but stipulated that the area being sold shall include the area “needed for the constr uction of the city hall site. but the real intention of the parties to that sale. FACTS:Melliza sold under a deed several tracts of land to the then Mu nicipality of Iloilo. 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.” which had long been in existence and it specifically provided for the land areas needed for the city hall site. Heirs of E. as intended and understood by the parties. However.a p iece of land. The dispute was referred to the Comm ittee of Rivers and Streams which conducted an investigation. at the time of the perfection of the contract. where he reconstructed his house where his heirs continued to reside. and that its designation as lot No. Atilano II bought 535E but is now occupying 535-A (1. DO CTRINE:The requirement that a sale must have for its object a determinate thing is fulfilled as long as. The spouses’ title does not include the river. The municipal officials of Lubao refused to recognize the Subcom mittee’s decision. 535-A. his acts invited su spicion of impropriety & distrust thus he was reminded to be discreet in his pri vate/business affairs. SUBJECT MATTER MARTINEZ V CA DOCTRINE:The prohibition in the NCC on acquisition of properties by judges cover s only acquisitions taking place during the pendency of the litigation involving those properties.612 square meters).III.


He also execut ed a document of sale. what was designated was the generic name “sugar”. or. FACTS:Domingo Hernaez’s parents died. Where the true owner of property. w ithout knowing of the arrangement between the IV.PICHEL V ALONZO FACTS:Alonzo was awarded a parcel of land by the Government as homestead. and innocent third parties are thus led into dealing with such apparent owner. the loss of the thing must be borne by the buyer.200. The subject matter of the co ntract of sale in question are the fruits of the coconut trees on the land durin g the years from September 15. the same being in the latter’s actual possession. and in connivance with Vicente. a promise of sale and not a sale.Alonzo fil ed an action for the annulment of a “Deed of Sale” because the contract actually is. he offered the quedans as security for his preexisting deb ts to HSBC. selling 4/1 8 of his interest in his mother’s estate. for however short a time. Thus. As ther e was no perfected sale. 1976. Alonzo sold to Pichel through a “deed of sale” all the fruits of the coconut trees which may be harvested in the land for the p eriod 15 September 1968 to 1 January 1976. an encumbrance prohibited under RA 477. even though he had actually purchased all of his father’s intere st. In the case at bar. Under Article 1461 of the New Civil Code. which subject matter is a determinate thing. with knowledge of his own right. on the same day. it is clear that articles 1452. After that. There is a perfected sale with regard to the “thing” being sol d when it had already been physically segregated from all other articles. FACTS:Ranft was given quedans as document of his title to bales of hemp he had purchased. allows another to appear as the owner of or as having full power of disposition over the property. to Jose Montelibano Uy-Cana. for all legal intents and purposes. DOCTRINE:Siy is estopped from denyi ng that the bank had a valid title to the quedans for the reason that Siy itself had voluntarily clothed Ranft with all the attributes of ownership. without pay ing for the hemp yet. There was no “appropri ation” of any particular lot of sugar. things having a potential existence may be the object of the contract of sale. However. 1096 and 1182 are not a pplicable. YU TEK V GONZALES FACTS:A written contract was executed between Basilio Gonzalez and Yu Tek & Co f or Gonzalez to provide Yu Tek with 600 piculs of sugar of the first and the seco nd grade according to the result of the polarization within three months for a c onsideration of P3000. Vicente. they will be protected. The contract of sale being valid. Notwithstanding that fact. a contract of lease of the land itself. He sold his interests to the undi vided estate of both parents to his son. in consideration of P4. DOCTRINE:The document in question expresses a valid contract of sale. He died without paying Siy for the hemp. Siy wanted to get the queda ns from HSBC as these were not yet paid for. OBLIGATION OF SELLER TO TRANSFER OWNERSHIP HERNAEZ V HERNAEZ SIY CONG BIENG V HSBC . Pending crops w hich have potential existence may be the subject matter of the sale. DOCTRINE :A contract of sale is not perfected until the parties have agreed upon the pric e and the thing sold. It has the essential elements of a contract of sale a s defined under Article 1485 of the New Civil Code. the contract between Gonzalez and Yu Tek was merely an executory agreement. 1968 up to January 1. Jose Montelibano Uy-Cana then sold his i nterest to Alejandro. DOCTRINE:Vicente is estopped from asserting his title as against either Montel ibano or Uy-Cana. Yu Tek paid Gonzalez P3000 but the latter was not able to deliver the sugar because of the almost total failure of his crop. Vicente sold his interest to his uncle Rosendo . of cou rse w/ prohibition from encumbrance. holds out anothe r. he executed a document of sale all his interest to his father’s estate and 1/18of his mother’s to Alejandro Montelibano. The bank.


may nevertheless recover it from the person in possession of it. Lopez paid only the down payment of P500. As long as no action was taken for annulme nt. Velasco sold the ref to Co Kang Chiu. The ref was delivered to Co Kang Ch iu. DOCTRINE:Accdg to A559 CC. holds out another. and innocent thi rd parties are thus led into dealing with some [such] apparent owner. The policy of the law from w/c we do not feel justified to deviate. one who has lost any movable or has been unlawfully deprived thereof may re cover it from the person in possession of the same. Neverthel ess. Ruling this way w ould facilitate commercials on movable & give stability to business transactions . The following day. has al ways been that where the rights & interests of a vendor comes into clash w/ that of an innocent buyer for value. Lopez sold the ref to Velasco. There was a valid transmission of ownership from Tagatac to Feist by virtue of the sale and delivery of the car to the swindler. allows another to appear. The doctrine of caveat emptor is now rarely applied. although possession of movable property acquired in good faith is equivalent to a title. Garcia refused to return the ring. The fraud and deceit practiced on her earma rked the sale as a voidable contract. with knowledge of his own right. This rule is necessary in a country such as ours where free enterprise prevail s. Co Kang Chiu paid P985 in cash. even as against the original owner. Sun Bros filed a complaint for replevin. the same being in the latter s actual possession. relied upon the apparent ownership in good faith FACTS:Salvador Lizarra ga. While s he was talking to Garcia. FACTS:A diamond ring was stolen from Guevara’s house. for buyers can’t be reasonably expected to look behind the title of every artic le when he buys at a store. As the car was again sold to another. The check was dishonored and the car was subsequently sold from one person to another until it was displayed in a car exchange where it was discovered by the plaintiff. At the time of the levy Doronila stated to the sheriff that the mill belonged to him. and if it is mentioned it is more of an XPN that the GR SUN BROS. the latter must be protected. the tit le acquired by the subsequent purchaser was an indefeasible one. Where the true owner of property.JALBUENA V LIZARRAGA parties. after displaying the ref a t his store. the judgment debtor and husband of Jalbuena. It was ascertained the ring was indeed Guevarra’s but de spite written demands. Garcia averred that she bo ught it from her comadre. an owner of a restaurant. caused the sheriff to levy upon an old sugar-mill as t he property of Ildefonso Doronila. for howe ver short a time. DOCTRINE: Jalbuena is estopped. DOCTRINE:The possessio n of movable property acquired in good faith is equivalent to a title. as a result of some intervening ca uses. DOCTRINE:This is a case of an imper fect or void title ripening into a valid one. FACTS: Sun Bros delivered to Francisco Lopez an Admiral refrigerat or. the contract remained binding. She brought an action to recover the car. as judgment creditor. If the DE GARCIA V CA   . as the owner of or as having full power of disposition over the property. she recognized the ring on t he latter’s finger and asked how she acquired the same. V VELASCO MASICLAT V CENTENO TAGATAC V JIMENEZ FACTS: DOCTRINE: FACTS:Tagatac was induced by fraud(pretending he had lots of mo ney) to sell and deliver his car to Feist for which she was given a post-dated c heck. one who has lost any movable or has been unlawfully deprived thereo f. they will be protected. or.

The car was also not there outside anymore. the consideration of P500 was totally absent.EDCA PUBLISHING V SANTOS possessor of a movable lost of which the owner has been unlawfully deprived. DOCTRINE:Article 559 of the Civil Code applies in this case. In these cases. releasing. thief or robber. the rule is to the effect that if the owner has lost a thing. They alighted while an unidentified co mpanion of De Dios stayed behind in the car. FACTS :Illiterate spouses were tricked into signing a deed of donation of the eastern portion of the land to Maximo. except when the possessor acquired it in a public sale. thief or robber. and se eks to recover ownership of the books from Santos. Irineo handed the documents to Marella. De La Pena acquired ownership over the books which he could t hen validly transfer to the Leonor Santos. thus she has tit le to them as owner. HELD: The quitclaim was valid because the consider ation was no one person alone but also other valuable considerations. Maximo sold the whole lot to the Narcisos. He inquired from a woman he saw for L. but is merely a presumptive title sufficient to serve as a basi s of acquisitive prescription. not only from t he finder. The dee d of sale is governed by the Old Civil Code. it is voidable. PRICE MAPALO V MAPALO ONG V ONG . but also from third persons who may have acquired it in good faith from such finder. First sentence of Art 559 CC “the posse ssion of movable property acquired in good faith is equivalent to a title”. The check to EDCA bounces. Marella also requested the registration papers and copy of deed from Irineo. or (2) has been unlawfully deprived thereof.The title of the possessor is not th at of ownership. and issues a sales invoice. it is i nexistent. V. the owner cannot obtain its return without reimbursing the price paid therefor. De Dios and he was told that no such name lived or was even known there. on the pretext that he would show it to his lawyer . EDCA delivers the books. Impostor sells books to Santos who buys in good fa ith. DOCTRINE:A contract of pu rchase and sale is null and void and produces no effect whatsoever where the sam e is without cause or consideration in that the purchase price which appears the reon as paid has in fact never been paid by the purchaser to the vendor. who may recover it without pay ing any indemnity. In this case. has acquired it in good faith at a public sale. or if he h as been unlawfully deprived of it. If it is only w/ a false consideration. DOCTRINE:Ownership shall pass from the vendor to the vendee upon the actual or constructive delivery of the t hing sold even if the purchase price has not yet been paid. when the owner (1) has lost th e thing. It establishes two exceptions to the general rule of irrevindicability. he has a right to recover it. EDCA discovers the fraud of the impostor. Santos acquired possession of the movables (the books) in good faith. for un der it. The inexistence of a contract is permanent and incurable and cannot be the subject of prescription. De Dios did not come out of the room. the posses sor cannot retain the thing as against the owner. Santos’ son. AZNAR V YAPDIANGCO FACTS:To get purchase price for car. The documen t signed by the spouses was actually a deed of sale conveying the WHOLE property to Maximo. FACTS: Ong ex ecuted a quitclaim deed in favour of Maruzo(minor) transferring. to wit. FACTS:An impostor(alias Jose Cruz ) buys books from EDCA through telephone. If it is w/o consideration. Marella said they had to go to his sister’s h ouse to borrow money.There was a perfected contract of sale. is paid through personal check . assi gning and forever quitclaimed ½ of parcel of land for a consideration of “1 peso and other valuable consideration”. the brother of the owner of the land. Once inside the house. Irineo was a sked to wait in the sala while De Dios went inside a room.


***VILLANUEVA NOTES This case is not at all authority to say that under A1458. as it defines a contract of sale. and survived only by 2 sets of collateral relatives. but rather the consummation stage where the price agreed upon can be paid under the mutual arrangements agreed upon by the parties to the contract o f sale. since no othe r true and lawful cause was shown.00. The complaint says that sometime prior to Apostol’s transactions th e corporation had some goods deposited in a warehouse. DOCTRINE: PRDC has legal interest in the case b ecause A1458 provides that the purchaser may pay “a price certain in money or its equivalent. he would become a laughing MORALES V CA REPUBLIC V PHIL RESOURCES TOYOTA SHAW V CA . the consideration may have been much more.00 and “services rendered. his family and a balikbayan guest wou ld use it on June 18 to go to his home province where he would celebrate his bir thday. in representation of the Bur eau of Prisons. the term “equivalent” of price can cover other than money or othe r media of exchange. Mo rales claims to have a better right over the property because of the suspicious price paid for the sales. Apparently. FACTS: The Republic of the Philippines.00. Upon the consideration alone that the apparen t gross. the first owner’s duplicate copy was not lost or was either foun d by Montinola.500.00 (in each deed) plus unspecified and unquantified services VALUE: At least P10. in turn. being rendered. even by dation in payment. It is not unusual in deeds of conveyance adhering to the Anglo-Saxon practice of stating that the co nsideration given is the sum of P1. since this case covers not the perfection stage of a contra ct of sale. DOCTRINE:S ale of land is VOID AB INITIO for having false and fictitious consideration (P1 in the deed compared to P10. as the assignor’s liberality may be a sufficient cause for a valid contract. DOCTRINE:Where the contract of sale states that the co nsideration is P1. FACTS:Hilario Mateum died without ascendants or descenda nts. and to be rendered for my benefit. but without the knowledge or consent of the stockholders thereof.00. 1989 because he. Whether the go ods claimed by PRDC belong to it and delivered to the Bureau of Prisons by Apost ol in payment of his account is sufficient payment therefore. PDRC moved to intervene. met w/ a sales rep ad emphasized that he needed the Lite Ac e not later than June 17. as is the case herein. instituted against Macario Apostol a civil complaint. 1 set claims that the lands were sold to them as depicted in a deed for the consideration of P1.00 although the actual consideration may have much more. He also intimated that if he does not arrive in his hometown with a new c ar. The Abellas subsequently sold it to the D eseo. not to say enormous. is for the court t o pass upon and decide after hearing all the parties in the case. Reyes.500 as valued in the tax declaration). di sposed of said goods by delivering the same to the Bureau of Prisons in an attem pt to settle his personal debts. FACTS: Luna wanted to buy Toyota Lite Ace.BAGNAS V CA DOCTRINE: Apparent inadequacy in price is of no moment since it is the usual pra ctice in deeds of conveyance to place a nominal amount although there is a more valuable consideration.” which means payment of the price need not be in money.0 0 (based on assessments for tax purposes) FACTS:Montinola sold his lot to Reyes using a second owner’s duplicate of the TCT for only P1. disproportion between: STIPULATED PRICE: P1. sold t he lot to the Abellas again for P1. Apostol. then the preside nt of PDRC. was used by him to sell the lot again to Morales Development.

A disagreement on the manner of payment is tantamount to a failure to agree on the price. St ipulation in the contract says: “the balance of P70. They presented the VELASCO V CA LIMSON V CA SAN MIGUEL V HUANG . She agreed to pay the balan ce of purchase price so mortgage may be released. bu t may even forfeit it depending on the terms of the option.000 shall be paid by the plain tiff to the defendant in 10 years from November 29. Finally. DOCTRINE: Earnest money and option money Earnest money" and "option money" are not the same but distinguished thus. They met several times to negotiate the payment terms but could not come to an agreement. he is not required to buy. and. 1962." and de Vera signed a receipt giving her a 10-day option period to purchase the property. o Ear nest money is part of the purchase price.000 was to be completed was not specif ied by the parties”.000 was part of the purchase price. Not Earnest Money!! Nothing in the Receipt which indicates that the P20. when Limson gave the "earnest money" the Re ceipt did not reveal that she was bound to pay the balance of the purchase price . 1482 of the Civil Cod e. Huang deman ded that SMPPI execute a deed of sale covering the properties.stock. A defini te agreement on the manner of payment of the price is an essential element in th e formation of a binding and enforceable contract of sale. No definite agreement on the manner of payment so no perfected contra ct since the terms of payment – still had to be mutually covenanted. FACTS: Agreee ment between Limson and seller de Vera to buy parcel of land. while option money is the money given as a distinct consideration for an option contract. enclosing P1M representing “earnest-deposit money” subject to the cond itions. while when the would-be buyer gives option money. SMPPI returned the P1M given as "earnest-deposit". the buyer is bound to pay the balance. DOCTRINE: Huang d id not give the P1M as "earnest money" as provided by Art. o When earnest money is given. Bernardo told them that the car could not be delivered si nce “nasulot ang unit ng ibang malakas”. Xxx That the time with in which the full down payment of the P30. while option money applies to a sale not yet perfe cted. FACTS: SMPPI was selling several lots in Pasig for P52M. FACTS: Vela sco and Magdalena Estate entered into a contract of sale of a parcel of land.000 to de Vera as "earnest money. Velascos admit that they and Magdalena still had to mee t and agree on how and when the down payment and the installment payments were t o be paid. They were not able to do so be c of failure of de Vera to appear on meeting places. Nothing was mentioned about the full purchase price and the manner the instalments were to be paid. Limson gave the su m of P20. o Earnest money given only w here there is already a sale. It was not shown that there was a perfected sale between the parties whe re earnest money was given. Huang offered to buy the property. DOCTRINE: A definite agreement on the manner of payment of th e purchase price is an essential element in the formation of a binding and enfor ceable contract of sale. Sales rep informed them that the vehicle was being readied for delivery b ut after about 1 hour. Limson later found out that " de Vera sold to Sunvar the property. DOCTRINE: No obligation on Toyota’s part to t ransfer ownership of a determinate thing to Sosa and no correlative obligation o n Sosa’s part to pay a price certain appears therein.

FACTS: Sale of property was made subject to condition that Bormaheco will acqu ire the property in Sta. On the same day. the acceptance by one of the offer made by the other. FACTS: Cuison Lumber obtained loans w/ Traders Bank and offered a payment arrangement. Zayco wrote to Serra accepting the contract tendering P100. DOCTRINE: An acceptance with contains changes in the offer but does not ESS ENTIALLY change the terms of the offer does not constitute a counter-offer. The ascertainment whether there is a meetin g of minds depends on the circumstances surrounding the case. but sale was subject to confo rmity. there was no concurrence of offer and acceptance. Serra’s offer did not state th e amount of first payment. Changes made were so trivial. By introd ucing amendments. and not any other. XYST introduced counter-offer w/c DMC did not agree. In this case. it must be plain and unconditional. tendering the sum of P 100. In the counter-offer of buyer Villonco. not contained in t he offer. should be the amount of the fi rst payment. Acceptance must be absolute otherwise the same constitutes a counter-offer and has the effect of rejecting the offer. FACTS: DMC was sold 18th floo r by Citibank because it built the Citibank Tower. The offer must be certain and the acceptance absolute and unqualified. Citibank gave pro-forma contract and XYST proposed amendments. FORMATION OF CONTRACT OF SALE VILLONCO V BORMAHECO amount merely as a deposit of what would eventually become the earnest money or down-payment should a contract of sale be made by them.a. The counter-offer was accepted by Diaz. DMC decided to sell the unit to XYST Corp but consent of Citibank must be obtained. on condition that the property shall be surveyed and registered under the Torrens system. The amount was thus give n not as a part of the purchase price and as proof of the perfection of the cont ract of sale but only as a guarantee that respondents would not back out of the sale. Crossed out the word NASSCO and 2. At the time when SMPPI accepted.VI. In this case . his acceptance involved a proposal. FACTS: Antonio Diaz granted an option to Antonio Enriquez de la Cav ada to purchase his hacienda at Pitogo. The essence of consent is the confo rmity of the parties on the terms of the contract that is. DOCTRINE: A contract is perfec ted from the moment there is a meeting of the offer and acceptance upon the thin g and the cause that constitute the contract. and that he would pay the price after the title has been app roved. So l ong as it is clear that the meaning of acceptance is positively and unequivocall y to accept the offer. It will not be so if it involve s any new proposition for in that case. it will not be the acceptant’s conformity with the offer w/c is what gives rise to the birth of the contract. Zayco later learned that Ser ra had already sold the property to Whitaker and Concepcion. seller Bormaheco made certain chan ges – 1. TRADERS ROYAL BANK V CUISON LUMBER XYST CORP V DMC URBAN PROPERTIES ZAYCO V SERRA . Cuison Lumber did not make an express acceptance. Inserted the words “per annum” instead of p. there being no incompatibil ity before and after the changes were made. De la Cavada accepted t he offer. When Zayco accepted the offer. their contract had not yet been perfected .000 as first payment. DOCTRI NE: A contract is perfected by mere consent. that this precisely. Ana. the contract was perfected as evince by subsequent acts of the parties: Cuison Lumbe r paid continuously and even asked for extensions. There was a series of negotiations between the par ties.000 as his first payment before the option period expired. The bank replied through a le tter of its resolution to grant to grant repurchase to the foreclosed property. FACTS: Za yco and Serra executed a contract for an option to buy Palma Central for 1M but no stipulation was made as to how much the first payment would be and when it sh ould be paid. DOCTRINE: In order for an acceptance to have the effect of converting an offer to sell into a perfe ct contract.


if it would be consistent with t he primary intent of the parties. ipso facto assumes obligations of a vende e. if he choose s. CARCELLAR V CA VILLAMOR V CA SANCHEZ V RIGOS     . DOCTRINE: The option offered by Reyes had be en accepted by the Villamor. the offeree. despite the request for the extension of the lease contract. at any time within the agreed period. Rigos. Bautista refused to sell the land. which upon acceptance by the mortgagees gave rise to a perfected contr act of purchase and sale. Demandability may be exercised at any time after the execution of the deed. by force of the New Civil Code. SIHI notified Carcellar. A consideration for an optional co ntract is just as important as the consideration for any other kind of contract. non-withdrawable during a period of t wo years. cert ain merchandise of certain specified property. and the same being unsupported by any valuable considera tion. but they were rejected by Mrs. F ACTS: Rigos gave Sanchez an option to purchase her property within 2 years and s aid option shall be deemed "terminated and elapsed. Carceller notified SIHI of his decision to exercise the option to purchase the property. for which he had paid a consideration. Carcellar requested for six-month extension of the lease contract. which is distinct from that which would support the sale. an additional amount having been agreed upon to make up the en tire price of P3. Reyes offered to repurchase the lot in but it was refused by Vill amor. which gives him the right to buy. FACTS: Reyes sold half of her land to Villamor. FACTS: Bautista mortgage land to Soriano with an option for Soriano to purchase the land within the 2-year period of the mortgage. Several ten ders of payment were made by Sanchez within said period. for example." if "Sanchez shall fail to e xercise his right to buy the property" within the stipulated period. at a fixed price. alleging that he needs ample time to raise sufficient fu nds in order to exercise the option. DOCTRINE: An option may be exercised validly even though in a way not in accord with that stated in the contract. 900. Within 2 years. The contract of optio n is a separate and distinct contract from the contract which the parties may en ter into upon the consummation of the option. in the same document. The mortgagors promis e was in the nature of a continuing offer. the promises.SORIANO V BAUTISTA DOCTRINE: An OPTIONAL CONTRACT is a privilege existing in one person. Later however. is null and void". She also exe cuted a “Deed of Option” in favor of Villamor for the remaining portion of the lot. DOCTRINE: Mortgagor s(Bautista’s) promise to sell is supported by the same consid eration as that of the mortgage itself. Soriano info rmed Bautista of intent to purchase the land. SIHI replied that thes request was disappro ved. The letter of Carceller to SIHI is fair notice of the intent to exercise the option. FACTS: Carceller and SIHI entered into a lease contrac t with option to purchase two parcels of land. The acceptance of an offer to sell for a price certain created a bilateral contract to sell and buy and upon acceptance. Rigos’ defense was that the contract between the parties "is a unil ateral promise to sell. who instead expressed their desire to purchase the remaining portion of th e lot but the Reyeses ignored them.00. from another person. should the option be exercised. 3 weeks before expiration of leas e contract.

the promisor is not bound by his promise and may. Par8 of the lease contract p rovided that the Mayfair will be given 30 days exclusive option to purchase the property should Carmelo desire to sell it. dissenting: a right of first refusal as a simple j uridical relation. LESSEE shall have the first option or priority to buy the properties subject of the lease”. nor be given the same legal effect as. Santos sold the lots to Raymundo for 5M. his promise partakes of the nature of an off er to sell which. 1479. Carmelo sold the properties to Equatorial. withdraw it. as something paid or promised 1 . However. Contr act says “ in case of sale. calling the price ridiculous. EQUITORI AL REALTY V MAYFAIR FACTS: Carmelo leased its property to Mayfair whereby Mayfai r constructed thereon the Maxim & Miramar Theatres. DOCTRINE: The basis of the right of refusal must be the current offer to sell of the seller or offer to purchase of any prospective buyer and on ly when the optionee fails to exercise his right can the same be sold to third p ersons under the same terms as offered the optionee. Sales Lady says: There was bad f aith in Raymundo’s part. pending not ice of the withdrawal of his offer. Vitug. if accepted. Paranaque offered to buy the p roperty for 5M. the obligation of Carmelo to first offer the property to Mayfair is embodied in a contract. except when the option is founded upon consideration. It was also offered to Paranaque for P15M and given ten days to make good the offer which it rejected. 8 i s not an option clause or option contract but a contract of a right of first ref usal by virtue of Art. An accepted unilateral promise to buy or sell a determinate thing for a price certain is binding upon the promisor if the promise is supported by a consideration distinct from the price 2 When the offerer has allowed the offer ee a certain period to accept. The right of first refusal is an integral part of t he contracts of lease. accordingly. The remedy is specific performance because all the elemen ts of a valid contract of sale between Paranaque and Santos are already present – the price was already determined to be 5K. results in a perfected contract of sale. The consideration is built into the reciprocal obligation s of the parties. it cannot be the equiva lent of. If a right of first refusal cannot even be properly classed as an offer o r as an option. Paranaque has right of firs t refusal to the same price offered to Raymundo. and with much greater reason. The right of first refusal has alread y ripen into a contract FACTS: Tenants of residential and commercial spaces owne d by Cu Unjieng were granted priority to acquire the properties they PARANAQUE KINGS V CA ANG YU ASUNCION A promise to buy and sell a determinate thing for a price certain is reciprocall y demandable. The Ang Yu decision may apply if the contract is limited to th e buying and selling of the real property. The sale of the subject real property by Carmelo to Equ atorial must be rescinded since Mayfair was prejudiced by the sale to Equatorial w/o Carmelo conferring to Mayfair every opportunity to negotiate within the 30day stipulated period. a duly perfected contract. It lacks the force of law sufficient to compel compliance per se or to establish a creditor-debtor or obligee-obligor relation between the pa rties. DOCTRINE: Par. No re scission! FACTS: Santos and Paranaque Kings entered into a lease contract. It should be enf orced according to the law on contracts instead of the panoramic and indefinite rule on human relations. Mayfair’s negotiations w/ Carmelo didn’t ripen into a sale.DOCTRINE: SC harmonized articles 14791 and 13242 of the Civil Code to rule that if a promise to sell or is unsupported by a distinct consideration. certainly. the offer may be withdrawn at any time before acc eptance by communicating such withdrawal. but.

V CA were renting. nor would it sanction an action for specific performance without thereby negating the indispensable element of consensuality in the perfection of contracts. Right of First Refusal an innovative juridical relation WHAT IT IS NOT: o NOT perfected contract of sale u nder Article 1458. the object might be made determinate. DOCTRINE: Even if a party is aggrieved by the failure to honor the right of first refusal. the right was given orally. in order for the doctrine to apply. would be dependent not only on the grantor’s event ual intention to enter into a binding juridical relation with another but also o n terms. ROSENCOR V INQUING . among other laws o f general application. is resci ssible. They counter-offered 1M. Yet. However. The representative of t he owner sent them an offer to buy the property for 2M. the exercise of the right. but it was made orally and not in writing. Prio r thereto. The latter failed to specify the terms and conditions of the offer and the tenants also received information that Cu Unjieng was abou t to sell the properties. that obviously are yet to be later firmed up. while valid. They asked the Cu Unjiengs to p ut their offer in writing. o NOT option under the second paragraph of Article 1479 o NOT an offer under Article 1319 In RoFR. they found out that the property had already been sold by the owner to R osencor. it can at best be so described as merely belonging to a class of prep aratory juridical relations governed not by contracts but by. in t his case. it must be shown that the v endees acted in bad faith as they were aware or should have been aware of the ri ght of first refusal granted to another person by the vendors therein. its breach cannot justify correspondingly a n issuance of a writ of execution. They wanted the contract of sale to be annulled in order for them to ex ercise their right of first refusal. A right of first refusal need not be writt en to be enforceable and may be proven by oral evidence. FACTS: The lessees were given a right of first refusal by the owner. including the price. (HINDI TALAGA DAPAT SPECIFIC PERFORMANCE!!!) The remedy is an action for damages for abuse of rights. however. the pertinent scattered provisions of the Civil Code on h uman conduct (e. During the negotiations. DOCTRINE: A contract of sale entered into i n violation of a right of first refusal of another person. However. A19).g. Later. Cu Unjieng offered a price of P6-million while tenants made a counter offer of P5million.

750 lot. not for validity or enforceability. it was repudiated when the land was sold to another. Even if the trust subsists . Construct ive notice cannot apply since even the lease contract was oral. No. how ever. Thus. it cannot be considered binding on third persons. Sabellona could not validly sell the property). A contract of sale is a consensual contract. or any other power which has fo r its object an act appearing or which should appear in a public document. parts of the original 10. embodying the essentials of the contract and signed by party charged. and 1405. par. (2) The cession. suffices to make the SECUYA V VDA.750sqm lot bound herself to transf er 1/3 of it to Sabellona thru an Agreement of Partition. Instead. 2 and 1405. There must be cl ear and convincing proof that Rosencor was made aware of the said right of first refusal before they can be guilty of bad faith. No particular form is required for it s validity. (4) The cession of actions or rights proceeding f rom an act appearing in a public document. It was agreed that only upon Espino’s arrival at Puerto Princesa will th e price be paid and the deed of sale executed. transmission. ∞ Remedy of the lessees for the v iolation of RoFR: action for damages for the unjustified disregard of their righ t. FACTS: Espino and Paredes agreed abo ut the sale of a lot. The private document through whi ch they acquired the 3. or sh ould prejudice a third person. But sales of goods. DOCTRINE: Article 13583 provision on the necessity of a public document is only for convenience. However. embodying the essential terms of the contract. 1403. 000sqm of the 1/3 portion to the Secuyas in a private document. FACTS: The original owner of a 10. chattels or things in action are governed by articles. It is not a requirement for the validity of a contr act of sale of a parcel of land that this be embodied in a public instrument. All other contracts where the amount involved exceeds five hundred pesos must appear in writing. Article 1403. including the portion bought by the Secuyas. FACTS: A private document of absolute sale was executed between Sabesaje and Dalion. (3) The power to administer property. was sold to Selma. the Secuyas cannot prove their claim over it. modification or extinguishment of real rights over immovable property. (1280a) . 2.000 sqm lot was lost. or his ag ent. sales of real property or of an interest t herein are governed by articles 1403. (as a re sult. The 1/3 lot. DE SELMA PAREDES V ESPINO 3 The following must appear in a public document: (1) Acts and contracts which hav e for their object the creation. DOCTRINE: Statute of Frauds does not require the contract itself to b e in writing. No. But Espino refused to execute the deed upon his arrival despite Paredes’ demand and willingness to pay.FORMALITIES OF THE CONTRACT DALION V CA it makes it difficult to prove that the buyer was aware of such right. repudiat ion or renunciation of hereditary rights or of those of the conjugal partnership of gains. HELD: The SC ruled that the contract between the two d oes not fall under the Statute of Frauds by virtue of the existence of the lette rs. Paredes sou ght specific performance. the evidence of which is letters only without any written contract. Sabesaje denied the fact of the sale contending that the document sued u pon is fictitious since his signature there was forged. Sabellona then sold 3. the Agreement of Partition is actually an expre ss trust. even a private one. (2) is clear that a written note or memorandum. DOCTRINE: While a sale of a piece o f land appearing in a private deed is binding between the parties. if it is not embodied in a public instrumen t and recorded in the Registry of Property. HELD: There was no property to partition. was never actually transferred. which constitute sufficient memorandum.


Myers reserved the right to cancel contract in case of Maritime’s failure to pay installments. Buyer demands the executi on of a deed of sale.P. Roy sent a sales brochure to Atty. Barretto made a deed of sale. Oral evidence of the alleged consummated sal e is not forbidden by the Statute of Frauds.” For lack of written authority to sell. unless ratified as it offends the Statute of Frauds. said contract c annot be proven or enforced. sale should be as it is declared null and void. When they met in person. the sale shall be void.P Ho ldings refused to execute the corresponding deed of sale in favor of City-Lite. contract of sale was not perfected. it is still within the context of the Stature of Frauds. By Manila Railroad’s objection to the in troduction of parol evidence to prove the oral contract of sale. her heirs inherited the property. taking it out of the operation of the statute. but when he delivered and presented it to the company. 1403(2)(e).BARETTO V MANILA verbal agreement enforceable. Myers ca ncelled the contract. the latter refused to buy. HELD: The Statute of Frauds doesn’t bar the sale of real pro perty in the case at bar because it has been partially performed (executed alrea dy. Partial performance mu st be coupled with intent to perform. T he contract & the receipt of the purchase price were not reduced into writing. U pon death of seller. Gelacio Mamaril. Barretto brings specific performance suit. FACTS: Inigo (Buyer) & Maloto(seller) had a verbal contract of sale of a property for w/c buyer paid the purchase price. TRANSFER OF OWNERSHIP KUENZLE V MACKE LUZON BROKERAGE V MARITIME . a verbal contract for the s ale of real property is unenforceable. FACT S: HELD: DOCTRINE: FACTS:Myers and Maritime entered into a contract of Condition al Sale (Contract to Sell). not executory). For some reason or another and despite demand. However. DOCTRINE: If a contract is not partially performed. the authority of the latter shall be in writing. HELD: The contract of sale is unenforceable because delivery of a deed of sale w/o intent to part w/ the title until paid is not constructive delivery or performance.P. not of sale . F. otherwise. HELD: (as previously proven) contract to sell. this only applies to executory contracts & not to those eit her totally or partially performed. F. The contract is not partially performed to take it out of the context of the Statute of Frauds. City-Lite conveyed its interest to buy in a letter to Metro Drug af ter and all correspondence to Metro Drug. FAC TS: Barretto allegedly had an oral contract w/ Manila Railroad whereby the compa ny would buy his house. When payment was not made. a practicing lawyer and register ed real estate broker who in turn passed on these documents to City-Lite Realty Corporation. hence. Holding s because the broker had no authority to sell the property because authorization was only to find buyers. INIGO V ESTATE OF MALOTO CITY LITE V CA VII. Maritime failed to pay. DOCTRINE: Under Art. DOCTRINE: Article 1874 of the CC provides: “When the sal e of a piece of land or any interest therein is through an agent. HELD: There was NO perfected contract of sale between City-Lite and F. City-Lite and Roy reached an agreement. Holdings(owner) offered for sa le to the general public its land thru its broker Meldin Roy of Metro Drug.

DOCTRINE: Delivery has been described as a comp osite act. but both form sof delivery contem plate ‘the absolute giving up of the control and custody of the property on the pa rt of the vendor. cannot relieve the latter for responsibility under the contract. it means transfer of possession. CAdwallader wants the contract rescinded. FACTS: HELD: DOCTRINE: FACTS: Ong Siao Hua bought a condo unit from Cebu Winland. Case bound himself to deliver said pieces of wood to the BW Cadwallader alongside the latter s ship at Basilan. a thing in which both parties must join and the minds of both parties concur. they were not loaded. HELD: Case had already complied with his obligation to deliv er the logs since he had already delivered the logs alongside the vessel.When const ruction finished. but simply an event that prevented the obligation of the vendor to convey title from acquiring binding f orce. to extrajudici ally terminate the operation of the contract. There is power of promisors under contracts t o sell in case of failure of the other party to complete payment. t he failure of which is not a breach. In the Law on Sales. refuse conveyance and retain the s ums or installments already received.BEAN V CADWALLADER DOCTRINE: A contract to sell. and the assumption of the same by the vendee. delivery may be either actual or constructive. and the other acquires the right to and the possession of t he same. by reason of the improper equipment of the v essel. HELD: Ong Siao has already acqui red ownership of the condo unit. In its natural sense. which is not the case. payment is only a positive suspensive condition. Civil Code) unless made so by the terms of the contract or b y an understanding of the parties. Cas e was able to deliver the logs on time in the port of Basilan. delivery means something in addition to the deliv ery of property or title. He conducted a verification survey and it was found that the tota l area of the units was actually much smaller. was unable to take the goods aboard the vessel. No written document was executed for the sale. casual or serious. However. It is an act by which one party parts with the title to and the possess ion of the property. FACTS: HELD: DOC TRINE: OCEJO V INTERNATIONAL BANK CEBU WINLAND V ONG SIAO HUA AVILES V ARCEGA   . He demanded a refund of the total value corresponding to the lacking floor area. where nonpayment is a resolutory condition. Actual manual delivery of an article sold is not essential to the passing of the title thereto (art 1450. FACTS: Where the goods were ready for delivery at the time and place agreed upon. Winland turned possession of the properties over to Ong. The parties to the contract may agree when an d on what conditions the property in the subject of the contract was passed to t he prospective owner. To argue that there was only a casual breach is to proceed from the assump tion that the contract is one of absolute sale. where such rights are expressly provided f or. George Case and BW Cadwallader had a con tract for the sale of certain types of logs. the stated floor area of his units were smaller than w hat he bought. the mere fact that the buyer. despite repeated attempts to load the logs. Ong n oticed that in the Deeds.

Legal heirs filed action to recover land due to fraud and con tract being executed without consideration – which was eventually settled amicably on February 28. not to its legal situation. For movables. FACTS: HELD: DOCTRINE: FACTS: APT had certain premises (where machinery & equipment were stored) leased to Creative Lines. execution of a de ed of sale is equivalent to the delivery of the object if from the deed the cont rary doesn’t appear or can’t clearly be inferred. Creative Lines’ refusal to haul the machinery isn’t a fortuitous event. the remaining balance was agreed to be paid when they see each othe r in Vugan during thye next month. Florendo already made a part ial payment. 1953 . The phrase as-is where-is basis pertains solely to the physical condition o f the thing sold. BAVIERA CITATION In a contract for the sa lvage of surplus property. The thing must be place in control of the object in order for execution of a dee d to effect tradition (but it’s only a presumption) except when the delivery isn’t e ffected because of a legal impediment. HELD: Foz can be co mpelled to deliver the property to Florendo. TJ wasn’t able to haul the machinery & equipment from the premises because of APT’s refusal.Legal heirs sold land to Garcia by a Deed of Absolute Sale (p ublic instrument). F ACTS: Abuan acquired homestead which passed on to his legal heirs upon his death . DOCTRINE: As a general rule. delivery may consist in delivery of the keys of the place or depository where it is stored or kept. 1955. August 7. AP T sold some of the machinery & equipment therein to TJ Enterprises. When Florendo tendered payment for remaining balance. Garcia paid P500 on that day and promised to pay P1500 mo re (on or before April 30. FLORENDO V FOZ MASALLO V CESAR ASSET PRIVATIZATION V TJ ENTERPRISES BOARD OF LIQUIDATORS V FLORO ABUAN V GARCIA . selling his property to Florendo. pay ment to be made monthly.PHIL SUBURBAN V AUDITOR GENERAL SARMIENTO V LESACA FACTS: HELD: DOCTRINE: FACTS: HELD: DOCTRINE: FACTS: Foz executed a contract. DOCTRINE: When a sale is made by me ans of a public document. the Court held that it was a case of t radition longa manu and ownership passed as soon as the property was salvaged. the execution of it shall b equivalent to delivery of the thing – formal delivery de jure. the employer assigned all its rights and title to all surplus property salvaged by the contractor at a price of P90 per long ton. 1955). Foz refused to receive and repudiated the contract. HEL D: There was no constructive delivery upon the execution of the deed or issuance of the gate pass because it was not APT that had actual possession of the prope rty. re tified by notary. on the basis of recovery reports of sunken surplus prop erty salvaged during the preceding month.

the ownership shall pertain to the person who in good faith was first in the possession. The assumption of the mortgage & the lease of the house formed part of the consideration of the sale. Good faith of the buyer of the realty is essent ial in registering his deed BAUTISTA V SIOSON BEHN MEYER V YANGCO GENERAL FOOD V NACOCO DOUBLE SALES CARBONELL V CA “If the same thing should have been sold to different vendees. in the absence thereof. if it should be movable property.” 4 . there was no 2nd s ale yet to speak of. Should it be immovable property. Buyer 2 presented a memorandum wherein the Seller obligated himself to sell the lot to him. f rom prosecuting their reivindicatory action. Intenti on to give possession and ownership was gleaned from the fact that in the 2nd de ed (which was a private deed NOT construed as constructive delivery): There is n o stipulation reserving ownership The fact that the agreement was entered into i n consideration of plaintiff’s/ legal heir’s desistence. FACTS: HELD: DOCTRINE: FACTS: HELD: DOCTRINE: FACTS: HEL D: DOCTRINE: FACTS: 2 buyers offered to buy the seller’s land w/ assumption of mor tgage The price proposal of Buyer 1 was accepted and memorandum was made allowin g the seller to occupy the land for 1 year and to lease it thereafter. Other issues involve BPS. as owner thereof. 1544 on Double Sales4. DOCTRINE: Court reiter ated Art. as in fact they desisted. the ownership shall be transferred to the person who may have first taken possession thereof in goo d faith. the ownership shall belong to the person acquiring it who in good faith first record ed it in the Registry of Property. The 1 st sale was properly perfected & consummated. provided t here is good faith. Seller told him that he already gave the lot to Buyer 2. When Buye r 1 went to the Seller w/ the deed. Should there be no inscription. Buyer 2 had the sale registe red 4 days after the 1st sale was registered. Although the memorandum between Buyer 1 & Seller wasn’t in the form required by the Statute of Frauds. Seller retained possession of her house as a lessee. HELD: Buyer 1 was in good faith – at the time of their negotiations & the perfection of the sale. to the person who presents the oldest title.HELD: The period to repurchase has already prescribed. and. LEAVING PROPERTY IN THE HANDS OF GA RCIA. as well as a deed of sale. it was still proof of a partially perfor med sale. The circumstances show that Buyer 2 was in bad faith. DOCTRINE: There was DELIV ERY BREVI MANU or TRADITIO BREVI MANU permissible under A1499 and A1501.

Mangawang. anterior registration) to merit the protection in Art. what is decisive is prior possession in good faith. is in its last analysis a question of intention. Magale. Under article 1473(now 1544) of the Civil Code. 11 SCRA 405.. the Court is necessarily contro lled by the evidence as to the conduct and outward acts by which alone the inwar d motive may. DOCTRINE: Two different agents of the same owner successively negotiated sales to two dif ferent purchasers. per 2nd par. FACTS: HELD: DOCTRINE: Compania exec uted two mortgages on the same building. but failed to take possession of the property. Rivera allegedly purchased some of the materials through an agent. vs. who has never had possession at all. Soriano. He was a purchaser in food faith who immediately took possession of t he property. and the same rule must be applied to one who has knowledge of facts which should have put him upon such inquiry and investigation as might be necessary to acquaint him with the defects in the title of his vend or.k." "Good faith.. 2 nd buyer/ mortgagee had the sale to hi m (by a public auction) registered despite his knowledge of the 1st sale and the 1st buyer’s possession. was a LEUNG YEE V FL MACHINERY RIVERA V ONG CHE 5 DBP vs. with safety." (Wilder v Gilman) BAD FAITH: One who purchases real e state with knowledge of a defect or lack of title in his vendor cannot claim tha t he has acquired title thereto in good faith as against the true owner of the l and or of an interest therein. or the want of it. et al. the second purchaser having acquired possession first must be declared the true owner." which constitutes good faith implies a "freedom from kn owledge and circumstances which ought to put a person on inquiry. Ong Che has a bette r title than the first purchaser.a. 1 st buyer bought the lot through a deed of sale (public instrument but not registered) and was I possession of the building ever since. HELD: Ong Che has a better right of ownership. Both were foreclosed. Ong Che. It is: "the honesty of intention. 8 SC RA 489 . 1st buyer was in possession first in good faith DOCTRINE: GOOD FAITH: Test: Good faith." "th e honest lawful intent. but rather a state or condition of mind which can only be judged of by actual or fancied tokens or signs. but in ascertaining the intenti on by which one is actuated on a given occasion. and under 1473 of the Civil Code. tangible fact that can be seen or touched. 1544. be determined. FACTS: Lichauco Brothers offered for sale certain old machinery and boilers which were deposited in a yard. or the lack of it. is not a visible. et al. Ong Che bought the property from Lichauco brothers and immediately took possession.CHENG V GONZALES of sale (a. of the said article. Court said first buyer should be declared the owner becau se the 2 nd buyer made the inscription in bad faith.5 If there’s no inscription (registration). et al. Rivera sue d Ong Che in order to recover the articles.

DOCTRINE: Better right is much more than the mere prior deed of sale in favor of the 1 st vendee. I nstead. the certificate of title was issued ov er the land. under article 1473 of the Civil Code. On the issue of who ha s a better right to the land. who has never had possession at all. Grimalt refused to pay upon Roman’s demand. Then. a better title than the first purchaser. such purchaser “shall be substituted to and acquire all the right. However. The rul es on registered and unregistered land cannot be applied because the situation o btaining here does not fall strictly within the ambit of any of the two rules. He did not register the sale. Since the judgment debtor had previously sold the land to Macam. Roman promised to perfect his title to the v essel but failed. HANOPOL V PILAPIL DAGUPAN V MACAM QUIMSON V ROSETE SANCHEZ V RAMOS VIII. Rule 39 of the ROC. undoubtedly has. DOCTRINE: In case of convey ance of registered real estate. After this. th e buyer in the public sale had nothing to step into. FACTS: HEL D: DOCTRINE: FACTS: Hanopol claims ownership of the land through a seies of purc hases in a private document and a CFI decision in a reivindicatory case. the original owner was made a judgment creditor in a separate case. to th e effect that upon the execution and delivery of the final certificate of sale i n favor of the purchaser of land sold in an execution sale.CARUMBA V CA purchaser of these articles in good faith. in addition to his deed of sale. He. the title o f the vessel was not in Roman’s name. FACTS: HELD: DOCTRINE: FACTS: HELD: DOCTRINE: FACTS: Roman (owner) and Grimalt (buyer) verbally agreed upon the sale of the schooner Santa Marina. The sheriff levied upon the land and was sold in a public sale. Pilapil asserts his title to the property through a duly notarized deed of sale execute d in his favour. He acquired possession by virtue of h is purchase. RISK OF LOSS ROMAN V GRIMALT . the registration of the deed of sale is the oper ative act that gives validity to the transfer. Sec 35. interest and claim of the ju dgment debtor to the property as of the time of the levy”. Grimalt agreed to buy it at 3 equal installments provided the title papers were in proper form. The vessel sank in the Manila harbor during a storm – this was b efore Roman was able to produce the proper papers showing ownership of the vesse l. The buyer was able to consolidate ownership and register the sale. HELD: PILAPIL wns the land. the 1 st vendee can be said to have better right than the 2nd purchaser. title. It is the prescri ptive right that had supervened or other facts and circumstances exist which. FACTS: A parcel of unregistered land was sold to Macam. we apply ROC – the buyer in a public sale steps into the shoes of the judg ment debtor. it was HELD: The first buyer is the owner.

FACTS: Sun Bros and Perez entered into a conditional sale agreement involving a n Admiral Air Conditioner. This is in accordance with the well-known doctrine of res perit domino. in which case the sale is considered perfec ted. and before he has incurred in delay (par. he shall be responsible for any fortuitous event until he has effected the delivery. If the obligor delay s. may compel the debtor to make the delivery. or has promised to deliver the same thing to two or more persons who do not h ave the same interest. the purchase of which had not been concluded. 7 Now Art 1262 An obligation w/c consists in the delivery of a determinate thing s hall be extinguished if it should be lost or destroyed w/o the fault of the debt or. The invoice is nothing more than a detailed statement of the nature.” Norkis was still the owner and possessor of the motorcycle when it was wrecked. shall be governed by (Arts 1163 to 1165 and 1262) 6 Now Arts.Norkis delivered the bike to Julian Nepales(3 rd person) with out authority from buyer Napales. Art 1452 6 of the old Civil Code re injury or benefit of the thing sold aft er a perfect contract. from the moment of perfection of the contract to the time of delivery. quantity an d cost of the thing sold not necessarily coupled with the intention of the deliv ery of the thing. PEREZ Now Art. NORKIS V CA SUN BROS. HELD: Article 1496 provides “in the absence of an express assumption of risk by the buyer. The motorcycle was registered in the Land Transportation Commission in the name of Alberto Nepales. Aircon was delivered to Perez. Grimalt was not obliged to pay the price of the v essel. and was totally destroyed by fire. he may ask that th e obligation be complied with at the expense of the debtor. in addition to the right granted him by Article 1170. HELD: Perez bears the risk of loss. Registration was only to facilitate the execution of a chattel mortgage in favor of DBP for the release of the motorcycle loan. the creditor . The bike was completely destroyed in an accide nt. Norkis issued a Sales Invoice showing that the contract of sale had been perfected signed by Nepales. DOCTRINE: Ownership is not considered transmitted until th e property is actually delivered and the purchaser has taken possession of the v alue and paid the price agreed upon. FACTS: Nepales bought from No rkis a Yamaha Wonderbike. If the thing is indeterminate or generic. 1480 Any injury to or benefit from the thing sold. but Norkis retained possession. 1) 8 . the t hings sold remain at seller’s risk until the ownership thereof is transferred to t he buyer.HELD: Roman should bear the risk of loss because there was no sale yet. If no co ntract of sale was executed by the parties. 1165 When what is to be delivered is a determinate thing. the loss must be borne by its owner & not by a party who only intended to purchase it and who was unable to do so du e to the failure by the owner to show proper title to it and thus enable them to draw up the contract of sale. The agreement specifically states that Perez assumes responsibility for any loss. The conversations bet the p arties did not establish a contract sufficient in itself to create reciprocal ri ghts bet the parties. notwithstanding nonpayment of price. and Arts 10967 and 11828 re obligation to deliver a speci fic thing & extinction of such obligation due to loss or destruction do not appl y if no contract was perfected in the first place. after the contract h as been perfected. HELD: Ownership was not transferred to Nepales since there was no delivery. Sun Bros can recover payment.

2. and Sot elo to purchase: 2 steel tanks for Php.LAWYER’S COOP V TABORA DOCTRINE: An agreement making the buyer responsible for any loss whatsoever. sent the launcgh from Manila to Samar. or to /bearer. HELD: the obligation was complied with in time since the ob ligation was conditional.000 each." DOCTRINE: Any such stipulation that any damage shall be bo rne by buyer after delivery is sanctioned by Article 1504 of the Civil Code. In the very contract it was expressly a greed that the "loss or damage to the books after delivery to the buyer shall be borne by the buyer. FACTS: Smith Bell and Sotelo en tered into contracts whereby Smith. In the midnight of that same day. HELD: Oria. 21. ISSUES/ HELD: XI. Stipulaiton as to delivery is as follows--”Approximate deli very within 90 days. DOCTRINE: Party who has exclusive control of property bears the risk of loss. and 2 electric m otors Php. nor to morals or public policy. and thus negotiable in form. but was shipwrecked and became a total loss while en route to Oria s place of business in Samar. If the owner of the goods permits another to have the p ossession or custody of negotiable warehouse receipts running to the order of th e latter. to be shipped from New York and delivered at Manila within 4 months. FACTS: Atty. but such stipulation cannot make it liable in case of loss not only because such was agreed merely to secure the per formance by the buyer of his obligation. despite breaches of trust or violations of agreement on the part of the apparent owner. The launch was delivered to Oria in Manila. SONG FO V ORIA IX. HELD: altho ugh Lawyers’ agreed that the ownership of the books shall remain with it until the purchase price shall have been fully paid. subject to contingencies – the rigid measures imposed af ter World War 1. to be ship ped from San Francisco in the month of September.000 each. All the equipment arrived later than the date specified. even if the title to the property remains in the vendor. No part of the purchase price has ever been paid. Bell & Co. This is not guaranteed”. who had exclusive control of the operation of the v essel. well knowing that it had not yet b een insured: and that Song Fo & Co. 1918 or asap. a big fire broke at the law office and library of Tabora The books were burned. or to keep her in port pending their application for insurance. for tuitous or otherwise. the goods are at the buyer s risk fro m the time of such delivery. i s neither contrary to law. The books were duly delivered and received. FACTS:Song Fo sold a launch to Oria. had no power to interfere. it is a representation of title upon which bona fide pu rchasers for value are entitled to rely. DOCUMENTS OF TITLE SIY CONG BIEN V HSBC Supra of Quedans(warehouse receipts DOCTRINE: The quedans were issued in the nam e of Siy Cong Bien duly endorsed in blank.000. Tabora b ought from the Lawyers Cooperative Publishing Company one complete set of Americ an Jurisprudence. Tabora made a partial payment of the purchase price. It is a representat ion that the one to whom the possession of the receipt has been so intrusted has the title to the goods. PERFORMANCE OF CONTRACT SMITH BELL V MATTI     . 25. in pursuance of the contract and the ownership in the goods has been retained by the seller merely to secure performance by the bu yer of his obligations under the contract. whi ch in part provides: (1) Where delivery of the goods has been made to the buyer or to a bailee for the buyer. It follo ws that on the delivery of the quedans to HSBC they were no longer the property of the endorser unless he liquidated his debt with the bank. obligated itself to sell. 2 expellers at Php.

The shipment was delayed so Chelsey wanted the contract rescinded. Anderson and Co. Said 2 parcels are defined by means of the boundaries given in the contract. They agreed upon the sale of 2 parcels of land. Only a small part of the goods arrived before or on schedule. if in addition to a statement of the boundaries. and brought suit against the Buyer to recover the whole price agreed upon. HELD: price canno t be reduced bec all land contained within boundaries were delivered to Gay. But the seller m ust nevertheless act with all reasonable diligence or without unreasonable delay . REPUBLIC V LITTON FACTS: RP Gov’t enters into contracts of sale w/ Litton for padlocks and other goo ds to be used for the April 23. but. the vendor shall be obli ged to deliver all that is included with such boundaries. HELD: Facts show that contract was not conditione d on any RP Gov’t obligation to procure export license and shipping priority from US Gov’t.000 payable. more or less.000 to be paid as provided in the contra ct. for th e purchase of certain oil machinery subject to contingencies. Gay ref used to pay the full price. 67 ares. and the second. as it was also made clear that the goods were to be used for the April 23 elections. the first containing 102 hec tares.the time reasonably necessary for such machinery to rea ch Manila from America. and therefore asked f or a reduction of the price. the guaranty was tantamount to saying that under normal condition they woul d arrive in a short period of time (like 3 mos in the case of the expellers). even should it exceed the area specified AZARRAGA V GAY . HELD: Soler was in delay since time was an essential element of the contract. alleging that the 2 nd parcel with an area of 98 hec tares according to the deed of sale. and 32 centares. it cannot invoke force majeure as a defense.Was the obligation complied with in time? YES DOCTR INE: when the time of delivery is not fixed in the contract. Although there was no specific time specified for the arrival of the machin ery. the a rea of the estate should be designated in the contract. The same rule shall apply when two or more estates are sold for a single price. Soler sold to Chel sey all his rights without any condition and even guaranteed that the equipment was “on its way”. had only 70 hectares. DOCTRINE: He who contracts and assumes an obligation is presumed to know the circumstances under which said obligation can be complied w ith. partly in cash and partly in installments. 1946. DOCTRINE: If a party assumes liability in all eventualit y. which is indispensable in every conveyance of real estate. 98 hectares. FACTS: Azarraga sold two parcels of land to Gay for the lump sum of P47. the delivery must be made within a reasonable time. Goods were to be shipped from US to RP.Should the vendor be paid? . time is regarded as unessential. SOLER V CHESKY FACTS: Soler entered into a contract of sale with Wm. there sha ll be no increase or decrease of the price even if the area be found to be more or less than that stated in the contract. In such cases. The res t were either delivered after. The agreements stipulated that d elivery was to be made on or before March 1. DOC TRINE: Interpretation of Art 1471: “In case of the sale of real estate for a lump sum and not at the rate of a specified price for each unit of measure. It was expressly made clear that delivery was to be made on or before Ma rch 1. for the lump sum of P47. Azarraga refused to grant the request. C helsey gave his consent to the contract because he expected the machinery to arr ive within a short time. Reasonable time does not mean immediately or that the seller must stop all his other work and devote himself to that particular order. 1946 elections. The question as to what is a reasonable time for the delivery of the goods by t he seller is to be determined by the circumstances attending the particular tran saction. H. It is preposterous to suppose that delivery after the elections woul d ever be contemplated.

should he not be able to do so.in the contract. 1389 of sa id Code. to said Art. FACTS: Ong Siao Hua bou ght a condo unit from Cebu Winland. not for X price per unit of measure or number. 2nd par of 14 71: WON the object of the sale be 1 realty for a lump sum. and." applies to contracts. from the delive ry of the thing sold. Rule: WON the object of sale be 1 realty for a lump sum. It is deter minate because it is dealt w/ as a single realty so long as they are sold for a single price constituting a lump sum and not for X price per unit. In case he cannot deliver it.When construction finished. 1571 — "shall be barred after six months. or 2+ for a single price also a lump sum. Ong noticed that in the Deeds. the determinate object w/c was the consideration is not delivered. When the construction was finished. FACTS: Associated constructed a conveyor system for La Fuerza’s wine factory. the seller shall be bound to deliver everything that is included wit hin the boundaries stated. provided in Art. which refers to sales in particular. in the instant case. La Fuerza r efused to pay the balance of the conveyor system’s purchase price. and must yields. But it may be said that although he has n’t received the object accdg to the stipulated terms. or to rescind the contract at his option. or 2+ for a single pr ice also a lump sum. for "the action to claim rescission. if the thing sold has hidden faults or defects the vendor shall be responsible and the vendee “may elect between withdrawing from the contract and demanding a proportion al reduction of the price. Action for rescission based in hi dden faults or defects must be filed within 6 months after delivery. he may rescind (regardles s of the one-tenth rule). there shall be no i ncrease or decrease in the price even if the area be found to be more or less th an that stated in the contract. it is in his power to carry the contract into effect w/ the just decrease in price. He demanded a refund of the total value corresponding to the lacking floor area. DOCTRINE: Pursuant to A1566 and A 1567. and. the buyer shall have the right eit her to reduce the price proportionately to what is lacking of the area or number . unless the contract be annulled by reason of the vendee s refusal to accept anything other than tha t which was stipulated. with damages in either case. DOCTRINE: In Article 1539. if the area actually delivered is less than the sti pulated. 1571. If everything w/in the stipulated bo undaries isn’t delivered. and. t he conveyor system did not met its expectation because: several bottles collided with each other. he shall suffer a reductio n of the price in proportion to what is lacking of the area. consequently not at X price per each unit of measuring or number. If the buyer would not have bought the property ha d he known of its smaller or inferior quality however. La Fuerza’s a ction was filed after 10 months. HELD: La Fuerza’s action for rescission has already prescribed. in general. He (and he alone) may also rescind the contract if the infe rior value exceeds one-tenth. HELD: Refund because the sale not lump sum but made at the rate of a certain price for a square area . “ 1st par of 1471: deals w/ the situation (a) wherein ever ything included w/in the boundaries has been delivered. CEBU WINLAND V ONG SIAO HUA LA FUERZA V CA   ." but the action therefor — in the language of Art. thus the power to nullify it. Why? Because the consideration in the contract i s the determinate object & not the number of units that it contains. No written document was executed for the sal e. to La Fuerza’s dismay. the buyer can either choose to oblige the seller to deliver the remaini ng area or demand for the proportionate reduction of the purchase price if deliv ery is not possible. some bottles jumped off the conveyor belt and were broken. He conducted a verification survey and it was found t hat the total area of the units was actually much smaller. the stated floor area of his units were sm aller that what he bought. consequently. although it may exceed the area or number expressed i n the contract. cau sing considerable damage and the flow of the system was so sluggish." The period of four (4) years. Winland turned possession of the properties over t o Ong.

but simply an event that prevented the obligation of the vendor to convey title from acquiring binding force.DELA CRUZ V LEGASPI FACTS: de la Cruz purchased from Legaspi a parcel of land. Alegria and Ruiz subsequently reached a compromise in the case. Th e Memorandum of Agreement stated that Machuca would pay the price within 30 days from the reconstruction of the title. DOCTRINE: A contract to sell. In reciprocal obligations. Myers cancelled the contract. HELD: contract was valid because th ere was consideration –P450. Failure to comply with a condition imposed on the performance of the o bligation only gives the other party the option either to refuse to proceed with the sale or to waive the condition. contract of sale was not perfected. the resolution of the contract shall take place ipso facto. the vendee may pay even after the expiration of the period. (Art. the buyer would incur delay and would b ecome liable for interest. After suc h demand has been made the judge cannot grant him further time. payment is only a positive suspensive condition. HELD. DOCTRINE: Subsequ ent non-payment of the price at the time agreed upon did not convert the contrac t into one without cause or consideration: a nudum pactum. FACTS: Bareng purchased from Alegria cinematographic equipment installe d at the Pioneer Theater. In addition. there was no longer any danger of thre at to Bareng s ownership and full enjoyment of the equipment. even though it may have been stipulated that in default of the price wi thin the time agreed upon. Ruiz informed Bareng that he was a co-owner of the equ ipment and told him to suspend payments because he was not agreeable to the sale . Maritime failed to pay. FACTS:Myers and Mariti me entered into a contract of Conditional Sale (Contract to Sell). FACTS: Laforteza sold to Machuca a parcel of land. which is not the case. neither party incurs delays both are not ready to comply. When payment was not made. Machuca informed the Lafortezas that he already has the balan ce but Laforteza refused to accept it. However. DOCTRINE: When the disturbance feared of had already ceased. Legaspi claims that the contract was null and void for lack of consideration. The contract had already been perfected . From the time Alegria and Ruiz reached this settlement. DOCTRINE: Failure to comply with a co ndition imposed upon the perfection of the contract results in the failure of a contract. Alegria then s ued Bareng for the unpaid balance. Otherwise. There is power of pro misors under contracts to sell in case of failure of the other party to complete payment. Machuca asked for an extension but was de nied by Laforteza. HELD: (as previousl y proven) contract to sell. to extrajudicially terminate the operation of the contract. HELD: failure to pay the balance within t he period allowed does not void the MOA. Subsequent non-payment will not void it. the failure of which is not a breach. Non-payment does not void contract. the heirs were not ready with the reconstituted title within the specified period. refuse con veyance and retain the sums or installments already received. casual or serious. In the sale of real p roperty. where such rights are expressly provided for. not of sale. where no npayment is a resolutory condition. To argue that there was only a casual breach is to proceed from the assumption that the contract is one of absolute sale. the suspension of payment was justified only at the time before the compromise between Alegria and Ruiz.). Myers reserve d the right to cancel contract in case of Maritime’s failure to pay installments. BARENG V CA LAFORTEZA V MACHUCA LUZON BROKERAGE V MARITIME   . at any time b efore demand has been made upon him either by suit or by notarial act. de la Cruz w as not able to pay the purchase price of P450. 1504 Civil Code. the buyer who suspended payment shoul d immediately resume payment. hence.

017 picul s. 1990) FACTS: In a contract to sell. and not to contracts t o sell or conditional sales where title passes to the vendee only upon full paym ent of the purchase price. The refusal of the seller to warrant his estimate should have admonished the purchaser that that estimate was put forth as a mere opinion. Daroya filed a complaint for specific performances and damages. HELD:The contract cannot be rescinded. and it is shown that he measured the fields and ascertained that they contained 96 1/2 hec tares. a contract worker in the Middle East. DOCTRINE: Article 1592 applies only to contracts of sale. agreed to buy from Active Realty a lot in its subdivision. in order to enforce the automatic forfei ture clause in a deed of conditional sale. Daroya. a Bu yer has a 1month grace period for every year of installments paid. Sellner requested Songco to guara ntee the quantity but Songco did not. lots and condominium units t o enter into all sorts of contracts with private housing developers involving in stallment schemes. S ellner could judge with his own eyes as to the character of the cane. XII. Arellano had 3 months from Dec 31.VALARAO V CA FACTS: Under a deed of conditional sale. Relevant In any case. DOCTRINE: A misinterpretation upon a mere matter of opinion is not an act ionable deceit. The Maceda law seeks to redress the acute house problem in the country that has prompted th ousands of middle and lower class buyers of houses. the vendors have the burden of provin g a contractual breach on the part of the vendee. (In this case . The crop turned out to be only 2. Daroya for 3 months amortizations prompting the Corp to sent a notice of cancellation of their contract to take effect 30 days from receipt of the letter. Arellano wasn’t able to pay for 2 months so she tendered payment of the 2 months together w/ the payment for the 3rd mon th. rescissi on and forfeiture of payments can’t be effected because under the Maceda Law. between Valarao and Arellano. Active cancelled the contract and forfeited all previous payments. and experience teaches that it is exceedingly risky to accept it at its face value. ACTIVE REALTY V DAROYA DOCTRINE: twin requirements for a valid and effective cancellation under the law – a notarized notice of cancellation and cash surrender value refund. and the quantity of the sugar it would prod uce could not be known with certainty until it should be harvested and milled. The law allows considerable latitude to seller s statements. Songco estimated to him that the field would produce 3. HELD: Songco’s representation can only be considered matter of opinion as the c ane was still standing in the field. Furthermore. Valarao was not justified in refusing Arellano’s tender of payment. A man who rel ies upon such an affirmation made     . Valarao m ay automatically rescind the contract if Seller pays to pay 3 successive monthly installments or 1 year lump sum payment. or dealer s ta lk. nor is it a sufficient ground for avoiding a contract as fraudul ent. HELD: There was no valid rescission because there was no compliance to the Maceda Law of notariz ed notice of cancellation and refund of cash surrender value. WARRANTIES SONGCO V SELLNER FACTS: Sellner bought Songco’s sugar cane as so he can use the right of way. Valarao refused to accept the payment per order of the Sellers.000 piculs of the sugar. Buyer filed a consignation case but Seller made a “rescission letter”.

then there is no false representation. FACTS: Go Jocco sold 500 tons of coconut oil PMMC . Dean declared that the Masbate land had more than 6K coconut trees growing on it but it turned out the trees were less than 6k. The prescriptive period to file a breach thereof is s ix months after the delivery of the vehicle. if he is given a c hance to inspect the property. HELD: action has already prescribed. Levy Hermanos filed a complaint for th e HELD: Gervacio should still pay because Recto law does not apply there being o nly one payment. FACTS: Levy He rmanos. there was still a remaining balance of P1. and Levy Hermanos foreclosed the mortgage.. It doesn’t appear that Dean deliberately violated the truth in stating his belief that there were such a number of coconut trees on said lands. a Packard car.400 and mortgag e the car to secure the payment of the note. HELD: The allegation of false & frau dulent representations as to the existence of the 6K coconut trees wasn’t proven. not only regarding 5% ffa but al so against impurities. The car was sold at pub lic auction. Ang paid the mortgagee the balance amount and sought to recover from Soledad but fa iled. Inc.600. then there is no fraud. sold to Lazaro Blas Gervacio. CA reversed. There was also no implied warranty s ince PMC was able to fully examine the oils. and must take the consequences of his own imprudence. being engaged in buy and sell of cars. Ang. 1571. It was shown that Gochangco viewed the lands and himself estimated that there were more than 6. FACTS: Gochangco and Dean agreed to exchange their properties. Also.f. They then sold the oil to Po rtsmouth. the oil had impurities. RTC affirmed but granted Ang reco very based on equity.000 coconut trees thereon. Gervacio made an init ial payment and executed a promissory note for the balance of P2. PMC was able to examine the oild’s quality.GOCHANGCO V DEAN by a person whose interest might so readily prompt him to exaggerate the value o f his property does so at his peril 9. Soledad gave an implied warranty of title. In pledging that he "will defend the same from all c laims or any claim whatsoever [and] will save the vendee from any suit by the go vernment of the Republic of the Philippines. When Portsmouth received it. Goch angco exchanging his Pasay Estate land w/ Dean exchanging his Masbate land. Go Jocco guaranteed jthat the oil was 5& f. sold the Mitsubishi GSR to Bugash and before it was re gistered under his name a writ of replevin was issued on the Mitsubishi GSR. at which Levy Hermanos was the highest bidder for P800. BREACH OF CONTYRACT LEVY HERMANOS V GERVACIO 9 Caveat Emptor – buyer beware . DOCTRINE: Article 1454-A applies only to contracts of sale of p ersonal property in installment where there is failure to pay 2 or PMC V GOJUCO ANG V CA XIII." Soledad gave a warranty against ev iction. Held : Go Jocco is not liable to PMC because their contract did not contain an expres s warranty against impurities aside from the stipulation that not more than 5 pe r cent of free fatty acid would be allowed. Gervacio failed to pay the note at its maturity. DOCTRINE: If seller does not appear to have violated the truth when he stated a belief. Action prescribed. DOCTRINE: An intention to deceive o r mislead the purchaser of merchandise to his prejudice is an essential element of fraud. MTCC dismissed the case on prescription. DOCTRINE : In declaring that he owned and had clean title to the vehicle. FACTS: Soledad and Ang entered a “car-swapping scheme”. Thus. The contract had an express warranty.a. following Art.

. FACTS: Cruz bought 1 unit Isuzu Diesel Bus from Filipinas and executed a promissory note." The legislative intent is not to merely limit the proscription of any further action to the "unpaid balance of the principal" but to all other cl aims that may be likewise be called in for in the accompanying promissory note a gainst the buyer-mortgagor or his guarantor. without sanctioning class legislation. for it is in these cases t hat partial payments consist in relatively small amounts. after payment of the initial sum. There is no such temptation where the price is to be paid in cash. constituting thus a gr eat temptation for improvident purchasers to buy beyond their means. The Borbons failed to comply with their obligation to pay the installment . . The phrase "any unpaid balance" can only mean the deficiency judgment t o which the mortgagee may be entitled to when the proceeds from the auction sale are insufficient to cover the "full amount of the secured obligations which . An action for replevin was instituted to for eclose the vehicle. HELD: Filipinas cannot foreclose the 2nd security because it is barred by 1 484. as it has done by the enactment of Act No. Pangasinan Auto Mart assigned the note & chattel mortgage to Filinvest C redit Corporation. Since no down pay ment was made by Cruz. a nd the costs. HELD: Recto law is constitutional. the proc eeds of the sale were not enough so they wanted to foreclose on the second secur ity. The Leg islature may change judicial methods and remedies for the enforcement of contrac ts. without unduly interfering with the obligation of the contracts. which the TC granted along with liquidated damages and attor ney’s fees. Filipinas then foreclosed the chattel mortgage on the bus. Reyes failed to pay some of the instalments. include interest on the principal. Rationa le for 1454-A: possible miscalculation of ability to pay Aim of the law are sale s where the price is payable in several installments. Reyes executed a chattel mortgage on an automobile as security for the payment of P400 in favor of Manila Trading. MANILA TRADING V REYES CRUZ V FILIPINAS     . Manila Trading instituted an action for the recovery of it and questions constitutionality of Art 4122(Recto Law). in which the balance. A chattel mortg age was also executed over the bus to secure the indebtedness. Filipinas required. DOCTRINE: The controlling purpose of Act No. attorney s fees. 4122.M. Cruz defaulted on his paymen ts. 1454-A does not apply. an additiona l security – a Second Mortgage over a parcel of land. HELD: The award of liquidated damages is not proper bec “all unpaid bala nce” pertains to ALL other claims on the promissory note. and Cruz agreed to give. FAC TS: Borbons bought an Isuzu Crew Cab from Pangasinan Auto Mart under a promissor y note. The argument is apt ly made. should be paid in its total ity at the time specified in the promissory note. The automobile was sold for P200 at a public auction and Reyes still had an unpaid balance. This failure prompted Manila Trading to proceed with the foreclosu re of its chattel mortgage.BORBON V SERVICEWIDE more installments. expenses of collection. If sale is not one on installments. including costs and attorney s fees . but on straight term. or partly in cash and pa rtly in one term since partial payments are not so small as to place purchasers off their guard and delude them to a miscalculation of their ability to pay. and without a denial of the equal protection of the laws. 4122 is revealed to be to close the door to abuses committed in connection with the f oreclosure of chattel mortgages when sales were payable in installments. However. then to Servicewide. FACTS: E. DOCTRINE: The remedies u nder A1484 are not cumulative but alternative and exclusive.

(1) performance.DOCTRINE: Should the vendee or purchaser of a personal property default in the p ayment of two or more of the agreed installments. The proceeds were insufficient to cover the purch ase price so another writ of execution was obtained. HEL D: The first execution was for the collection of the unpaid obligation under the promissory notes. or to foreclose the mortgage on the purchased pe rsonal property. Despite repossession. which were subjected to a chattel mortgage. if one was constituted. Sheriff levied. it was not thereby limited to the proceeds of the sale. not cumulative. or to cancel the sale. DOCTRINE: The vendor had a right to select among the three remedies established in Article 1484. it will be the debtor-vendee who will be made to bear the payment of the balance of the price. DOCTRINE: Should the vendee or purchaser of a personal property default in the payment of two or more of the agreed installments. which the Court granted after Delta Motors posted the requisite bond. the exercise of one would bar the exercise of the others. the g uarantor will in turn be entitled to recover what she has paid from the debtor. HELD: Delta is not entitled to the balance of the aircons that it suc cessfully repossessed. Tajanlangits seek to annul the writ saying its obligation was already satisfied by the first execution. FACTS: Spouses Nonato bought a car on insta lment. that the exercise of one w ould bar the exercise of the others. For their failure to pay two or more instalments. Delt a Motors prayed for the issuance of a writ of replevin. if one was constituted. fro m Souther Motors. Buyers ex ecuted a promissory note and failed to pay at least 2 monthly installments. It sought judicial declaration that it had validly rescin ded the Deed of Conditional Sale and thus chose the 2nd remedy of Article 1484 i n seeking enforcement of its TAJANLANGIT V SOUTHERN MOTORS NONATO V IAC DELTA MOTOR V NUI KIM . The protection given by Art 1484 would be indirectly subverted. or to foreclose the mor tgage on the purchased personal property. the vendor or seller has the option to avail of any of these three remedies-either to exact fulfillment by the purchaser of the obl igation. In choo sing to sue on the note. and not under a foreclosure under the chatter mortgage. secured by promissory note and chattel mortgage over said car in favour o f vendor. These remedies are alternative. HELD: Art 1484 CC is applicable in this case (s ale of goods on instalment). The remedies there. (3) foreclosure of chattel mortgage if any. YOU CANNOT HA VE YOUR CAKE AND EAT IT TOO! FACTS: Niu Kim Duan and Chan Fue Eng purchased from Delta Motor 3 units of ‘DAIKIN’ air-conditioner all valued at P19. the car was reposses sed by vendor’s assignee (IFC). These remedies have been recognized as alternative. not cum ulative. They defaulted. on execution. promising to pay in installme nt. of the mortgaged good. despite the earlier foreclosure of the chattel mortga ge against him. To sustain Far East’s ar gument about proceeding against a third person is to overlook the fact that if t he guarantor should be compelled to pay the balance of the purchase price. the exercise of one would bar the exercise of the others. Delta is claiming for the remainin g balance. pursuant to an earlier court decision for co llection for the unpaid notes. The vendor can still collect because the o ption chosen was not to foreclosure. It has also been established that the forec losure and actual sale of a mortgaged chattel bars further recovery by the vendo r of any balance on the purchaser’s outstanding obligation. not cumulative. the vendor or seller has the o ption to avail of any one of these three remedies – either to exact fulfillment by the purchaser of the obligation. are alternative. They paid thru promissory notes. IFC demanded payment of the balance of the price of the car. Ultimately. (2) cancellati on. FACTS: Tajanlangit bought goods. or to cancel the sale.350. South ern Motors can still levy Tajanlangits’ other properties.00.

They then wrote a letter to CFRC regarding the absence of any improvement in the subdivision. the obligor may rec over as though there had been a strict and complete fulfillment. DOCTRINE: P. then Northern has not yet chosen a relief. Saldaña stopped payments leaving a balance from the purchase price. HELD: Northern need not give back the 2 payments of Sapisano.” FACTS: Sapinoso bought from Northern Motors an Op el Kadett car and to secure payment thereof. DOCTRINE: A1234 of CC: If th e obligation has been substantially performed in good faith. Aft er 8 years (95 out of 120 monthly installments) of faithful compliance on due pa yments. After t he commencement of the action but before filing his answer. “It canno t have its cake and eat it too. the nondevelopment of the subdivision. Hermanos cancelled the contract. arguing that it is a contract to sell. Interest payments forfeited in favor of Hermanos. He failed to pay some instalments but several payments were made. upon its filing of the bond. The Sevilla spouses failed to pay th e amortizations on time. It is true t hat replevin is the first step towards foreclosure. It was designed to stem the tide of "fraudulent manipulations perpetrat ed by unscrupulous subdivision and condominium sellers and operators. Sapisono made 2 paym ents. HELD : Since the payment was already more than the price of one lot. tendered voluntarily by the debtor-mortgagor who admits his ind ebtedness." NORTHERN MOTORS V SAPINOSO LEGARDA V SALDANA CASA FILIPINA V OP       . claiming it was availing of its option of extrajudicial foreclosure and prayed for the issuance of a writ of replevin. less damages su ffered by the obligee. among other things. another to be retained by Hermanos. H ELD: Sevillas are entitled to a refund pursuant to Sec 23 of PD 957 becase notic e was already given notice regarding. (1) exact fulfillment o f obligation if Buyer fails to pay. Saldaña wrote Hermanos saying he can’t build on the lot because of Hermanos’ failure to intr oduce improvements such as roads. The 3 remedies are alternative and NOT cumulative. namely. However. DOCTRINE: There is n o reason why a mortgagee should be barred from receiving payments before the act ual foreclosure. " and in the interest of justice and equity. Section 23 does not require that a not ice be given first before a demand for refund can be made. The notice and the de mand can be made in the same letter or communication.D. he executed a chattel mortgage over the same car.. and demanded for refund. 957 was iss ued in the wake of numerous reports that many real estate subdivision developers and/or sellers "have reneged on their representations and obligations to provid e and maintain properly subdivisions" for the health and safety of home and lot buyer s. upon the Buyer’s failure t o pay 2+ instalments. deliver that lot of Saldañaand Hermanos retain the other lot. (2) cancel sale upon Buyer’s failure to pay 2+ instalments 3) foreclose the chattel mortgage. FACTS: Saldaña bought 2 lots from Hermanos and Legarda’s subdivision. if any. since Saldaña failed to pay remaining installments. Northern filed a case against Sapisono.contract with Buyers DOCTRINE: The seller in a sale of personal property payable in installments may exercise one of 3 remedies. the claim of a bank against the lot and r equested a refund of all installment payments made on account of the contract. since there was no foreclosure yet. such as fa ilure to deliver titles to buyers or titles free from liens and encumbrances. which is the first step toward foreclosure. FACTS: Denni s and Rebecca Sevilla agreed to purchase from Casa Filipina Realty Corporation ( CFRC) a parcel of land in CFRC’s subdivision.

DOCTRINE: (from Villanueva) McLaughlin provides two basic doctrines applicable said law: 1. the buyer still can prevent rescission or cancel lation of the contract w/in the 30-day pd when rescission or cancellation is to take effect. which is a min of 60 days 2. this prevented t he cancellation of the contract. FACTS: Mc laughlin and Flores entered into a contract of conditional sale of real property with the stipulated purchase price payable on installments. with Flores agreeing on a scheduled payment of the balance of the purchase p rice. Flores still failed to pay on the dates provided in the compromise agreement. The period before the re scission or cancellation actually takes effect. 2. HELD: McLaughlin cannot rescind the contract and forfeit all the installments since Mclaughlin could cancel the contract onl y 30 days after the notice of cancellation. However. The one provided for expressly by the Law. McLaughlin would hold that even after the expiration of the gr ace period provided by the Law. . so Mclaughlin filed a complaint for the rescis sion of the deed of conditional sale. the intent of the law to protect subdivision lot buyers will tend to be defeated. whereas “notice of cancellation” need not be by notarial act.MCLAUGHLIN V CA Should the notice requirement provided for in Sec. McLaughlin would hold notarial act as merely applicable to rescission. McLaughlin thus provides for two grace periods: 1. the suit was eventually compromis ed. so Mclaughlin refused to accept further payment and eventually filed a motion for the writ of execution for the rescission of the contract. Flores defaulted in the payment of the installments. Such compromise agreement also provided that in case of failure of the buy er to comply with the terms of payment. Since the tender of payment of the b alance of the purchase price was made within the 30 day period. 23 be construed as required t o be given before a buyer desists from further paying amortizations. all payments previously made shall be fo rfeited in favor of the Mclaughlin as liquidated damages. The law seems to require rescission and cancellation to be both by notarial act.

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