TAN vs.

BENOLIRAO
G.R. No. 153820
October 16, 2009
FACTS:
Spouses Lamberto and Erlinda Benolirao and the Spouses Reynaldo and Norma
Taningco were the co-owners of a parcel of land located in Tagaytay City. On
October 6, 1992, the co-owners executed a Deed of Conditional Sale over the
property in favor of Tan for the price of P1,378,000.00. The deed stated:
a) An initial down-payment of TWO HUNDRED (P200,000.00) THOUSAND
PESOS, upon signing of the contract; then the remaining balance of ONE
MILLION ONE HUNDRED SEVENTY EIGHT THOUSAND (P1,178,000.00) PESOS,
shall be payable within a period of one hundred fifty (150) days from date
hereof without interest;
b) That for any reason, BUYER fails to pay the remaining balance within
above mentioned period, the BUYER shall have a grace period of sixty (60)
days within which to make the payment, provided that there shall be an
interest of 15% per annum on the balance amount due from the SELLERS;
c) That should in case (sic) the BUYER fails to comply with the terms and
conditions within the above stated grace period, then the SELLERS shall have
the right to forfeit the down payment, and to rescind this conditional sale
without need of judicial action;
d) That in case, BUYER have complied with the terms and conditions of this
contract, then the SELLERS shall execute and deliver to the BUYER the
appropriate Deed of Absolute Sale;
Tan issued and delivered to the co-owners/vendors check for P200,000 as down
payment for the property, respective receipt issued by vendors.
On November 6, 1992, Lamberto Benolirao died intestate. The heirs of the deceased
executed an extrajudicial settlement of Lambertos estate on January 20, 1993. A
new certificate of title over the property was issued on March 26, 1993 in the names
of the Spouses Reynaldo and Norma Taningco and Erlinda Benolirao and her
children.
As stated in the Deed of Conditional Sale, Tan had until March 15, 1993 to pay the
balance of the purchase price. This period was extended by two months as agreed
by the parties, Tan had until May 15, 1993 to pay the balance. Tan failed to pay and
another extension was granted by the vendors. Tan still failed to pay the remaining
balance due on May 21, 1993. The vendors demanded payment of the balance of
the purchase price within five (5) days from notice; otherwise, they would declare
the rescission of the conditional sale and the forfeiture of his down payment based
on the terms of the contract.
Tan refused to comply with the vendors demand and instead wrote them a letter
dated May 28, 1993 claiming that the annotation on the title constituted an
encumbrance on the property that would prevent the vendors from delivering a
clean title to him. Thus, he alleged that he could no longer be required to pay the
balance of the purchase price and demanded the return of his down payment.

The vendors refused to refund the down payment, Tan, through counsel, sent
another demand letter to the vendors on June 18, 1993. The vendors still refused to
heed Tans demand, prompting Tan to file on June 19, 1993 a complaint with the RTC
for specific performance against the vendors. Tan alleged that there was a novation
of the Deed of Conditional Sale done without his consent since the annotation on
the title created an encumbrance over the property. Tan prayed for the refund of the
down payment and the rescission of the contract.
On August 9, 1993, Tan amended his Complaint, contending that if the respondents
insist on forfeiting the down payment, he would be willing to pay the balance of the
purchase price provided there is reformation of the Deed of Conditional Sale. In the
meantime, Tan caused the annotation on the title of a notice of lis pendens.
On August 21, 1993, the respondents the property to Hector de Guzman (de
Guzman) for P689,000.
The respondents moved for the cancellation of the notice of lis pendens on the
ground that it was inappropriate since the case that Tan filed was a personal action
which did not involve either title to, or possession of, real property. The RTC issued
an order dated October 22, 1993 granting the respondents motion to
cancel the lis pendens annotation on the title.
Meanwhile, based on the Deed of Absolute Sale in his favor, de Guzman registered
the property and TCT No. 28104 was issued in his name. Tan then filed a motion
to carry over the lis pendens annotation to TCT No. 28104 registered in de
Guzmans name, but the RTC denied the motion.
On September 8, 1995, after due proceedings, the RTC rendered judgment
ruling that the respondents forfeiture of Tans down payment was proper
in accordance with the terms and conditions of the contract between the
parties.The RTC ordered Tan to pay the respondents the amount
of P30,000.00, plus P1,000.00 per court appearance, as attorneys fees,
and to pay the cost of suit.
On appeal, the CA dismissed the petition and affirmed the ruling of the
trial court in toto. Hence, the petition.
ISSUE:
Whether or not the contract between the parties is a contract of sale or a contract
of sale.
RULING:
The petition is granted.
The contract between the parties was merely a contract to sell where the
vendors retained title and ownership to the property until Tan had fully
paid the purchase price. Since Tan had no claim of ownership or title to
the property yet, he obviously had no right to ask for the annotation of a
lis pendens notice on the title of the property.

A contract is what the law defines it to be, taking into consideration its essential
elements, and not what the contracting parties call it as stated by Article 1485 of
the Civil Code
The very essence of a contract of sale is the transfer of ownership in exchange for a
price paid or promised.
In contrast, a contract to sell is defined as a bilateral contract whereby the
prospective seller, while expressly reserving the ownership of the property despite
delivery thereof to the prospective buyer, binds himself to sell the property
exclusively to the prospective buyer upon fulfilment of the condition agreed, i.e., full
payment of the purchase price. A contract to sell may not even be considered as
a conditional contract of sale where the seller may likewise reserve title to the
property subject of the sale until the fulfilment of a suspensive condition, because in
a conditional contract of sale, the first element of consent is present, although it is
conditioned upon the happening of a contingent event which may or may not occur.
Jurisprudence has established that where the seller promises to execute a deed of
absolute sale upon the completion by the buyer of the payment of the price, the
contract is only a contract to sell.12 Thus, while the contract is denominated as a
Deed of Conditional Sale, the presence of the above-quoted provision identifies the
contract as being a mere contract to sell.
Contract to sell is not rescinded but terminated
What then happens to the contract?
We have held in numerous cases that the remedy of rescission under Article 1191
cannot apply to mere contracts to sell. We explained the reason for this in Santos v.
Court of Appeals,19 where we said:
[I]n a contract to sell, title remains with the vendor and does not pass on to
the vendee until the purchase price is paid in full. Thus, in a contract to sell,
the payment of the purchase price is a positive suspensive condition. Failure
to pay the price agreed upon is not a mere breach, casual or serious,
but a situation that prevents the obligation of the vendor to convey
title from acquiring an obligatory force. This is entirely different from the
situation in a contract of sale, where non-payment of the price is a negative
resolutory condition. The effects in law are not identical. In a contract of sale,
the vendor has lost ownership of the thing sold and cannot recover it, unless
the contract of sale is rescinded and set aside. In a contract to sell, however,
the vendor remains the owner for as long as the vendee has not complied
fully with the condition of paying the purchase price. If the vendor should
eject the vendee for failure to meet the condition precedent, he is enforcing
the contract and not rescinding it. x x x Article 1592 speaks of non-payment
of the purchase price as a resolutory condition. It does not apply to a contract
to sell. As to Article 1191, it is subordinated to the provisions of Article 1592
when applied to sales of immovable property. Neither provision is applicable
[to a contract to sell]. [Emphasis supplied.]
We, therefore, hold that the contract to sell was terminated when the vendors could
no longer legally compel Tan to pay the balance of the purchase price as a result of

the legal encumbrance which attached to the title of the property. Since Tans
refusal to pay was due to the supervening event of a legal encumbrance on the
property and not through his own fault or negligence, we find and so hold that the
forfeiture of Tans down payment was clearly unwarranted.