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SPOUSES SERRANO, ET. AL. v. CAGUIAT G.R. No. 139173 February 28, 2007 Sandoval-Gutierrez, J.

: FACTS: Spouses Serrano agreed to sell in favor of respondent Caguiat a parcel of land at 1,500.00 per square meter. Caguiat partially paid petitioners 100, 000.00 as evidenced by a receipt issued by petitioners indicating therein respondents promise to pay the remaining balance. Respondent, after making known his readiness to pay the balance, requested from petitioners the preparation of the necessary Deed of Sale. When petitioners cancelled the transaction and intended to return to Caguiat his partial payment, respondent filed a complaint for specific performance and damages. The trial court relying on Article 1482 of the Civil Code ruled that the payment of 100, 000.00 being an earnest money signified the perfection of the contract of sale. The Court of Appeals denied petitioners motion for reconsideration in affirmation of the lower courts decision. ISSUE: Whether or not the partial payment constitutes an earnest money as manifested in Article 1482 of the Civil Code HELD: No. Article 1482 applies only to earnest money given in a contract of sale. It was apparent that the earnest money in the case at bar was given in lieu of a contract to sell. Unlike in a contract of sale, the ownership of the parcel of land was retained by the Spouses Serrano and shall only be passed to Caguiat upon full payment of the purchase price as evidenced by the receipt. Relatively, no Deed of Sale has been executed as proof of the intention of the parties to immediately transfer the ownership of the parcel of land. Spouses Serrano also retained ownership of the certificate of title of the lot, thereby indicating no actual or constructive delivery of the ownership of the property. Finally, should the transaction pushed through, Caguiats payment of the remaining balance would have been a suspensive condition since the transfer of ownership was subordinated to the happening of a future and uncertain event. Article 1484 Remedies of a vendor in a contract of sale of a personal property payable in installments (Not Applicable in Real Estate Mortgage)

[ G.R. NO. 157493, February 05, 2007 ] FACTS: Petitioners (Rizalino, Ernesto, Leonora, Bibiano, Jr., Librado, and Enriquita, all surnamed Oesmer, together with Adolfo Oesmer and Jesus Oesmer, are brothers and sisters, and the co-owners of undivided shares of two parcel of land. Respondent Paraiso Development Corporation bought from petitioners their respective share of the lot except the Adolfo and Jesus share. After the said meeting, a Contract to Sell was created between the parties, on which the petitioners affirming their signatures in the said contract. Then the petitioners withdrew from the said contract and ask for the rescission to which they allege that they never sign the contract, the agent has no authority from the petitioners, that said petitioner was illiterate to sign the contract, etc. ISSUE: Whether or not there was a perfected contract between petitioners and respondents.

HELD: It is well-settled that contracts are perfected by mere consent, upon the acceptance by the offeree of the offer made by the offeror. From that moment, the parties are bound not only to the fulfillment of what has been expressly stipulated but also to all the consequences which, according to their nature, may be in keeping with good faith, usage and law. To produce a contract, the acceptance must not qualify the terms of the offer. However, the acceptance may be express or implied. For a contract to arise, the acceptance must be made known to the offeror. Accordingly, the acceptance can be withdrawn or revoked before it is made known to the offeror. In the case at bar, the Contract to Sell was perfected when the petitioners consented to the sale to the respondent of their shares in the subject parcels of land by affixing their signatures on the said contract. Such signatures show their acceptance of what has been stipulated in the Contract to Sell and such

acceptance was made known to respondent corporation when the duplicate copy of the Contract to Sell was returned to the latter bearing petitioners' signatures.

date of the delivery of the motor vehicle), his cause of action had become time-barred or prescribed.

CARLOS B. DE GUZMAN, PETITIONER,VS. TOYOTA CUBAO, INC., RESPONDENT. [ G.R. NO. 141480, November 29, 2006 ] Facts: On November 27, 1997, petitioner purchased from respondent a brand new white Toyota Hi-Lux. The vehicle was delivered to petitioner two days later. On October 18, 1998, petitioner demanded the replacement of the engine of the vehicle because it developed a crack after traversing Marcos Highway during a heavy rain. Petitioner asserted that respondent should replace the engine with a new one based on an implied warranty. On April 20, 1999, petitioner filed a complaint for damages against respondent with the RTC. Respondent moved to dismiss the case on the ground that under Article 1571 of the Civil Code, the petitioner's cause of action had prescribed as the case was filed more than six months from the date the vehicle was sold and/or delivered. Issue: Whether or not the cause of action was already barred on the ground of prescription by the statute of limitation. Ruling: Under Article 1599 of the Civil Code, once an express warranty is breached, the buyer can accept or keep the goods and maintain an action against the seller for damages. In the absence of an existing express warranty on the part of the respondent, as in this case, the allegations in petitioner's complaint for damages were clearly anchored on the enforcement of an implied warranty against hidden defects, i.e., that the engine of the vehicle which respondent had sold to him was not defective. By filing this case, petitioner wants to hold respondent responsible for breach of implied warranty for having sold a vehicle with defective engine. Such being the case, petitioner should have exercised this right within six months from the delivery of the thing sold. Since petitioner filed the complaint on April 20, 1999, or more than nineteen months counted from November 29, 1997 (the