G.R. No.

L-8988

March 30, 1916

HARTFORD BEAUMONT, assignee of W. Borck, plaintiff-appellee, vs. MAURO PRIETO, BENITO LEGARDA, JR., and BENITO VALDES as administrator of the estate of Benito Legarda, deceased, and BENITO VALDES, defendants and appellants. (See U.S. Supreme Court decision in this same case., p. 985, post.) Hausserman, Cohn & Fisher (and subsequently) Gilbert, Cohn & Fisher, and Escaler & Salas and Ledesma, Lim & Irurreta Goyena for appellants Legarda and Valdes. No appearance for the other appellants. Beaumont & Tenney and Aitken & DeSelms for appellee. ARAULLO, J.: Negotiations having been had, prior to December 4, 1911, between W. Borck and Benito Valdes, relative to the purchase, at first, of a part of the Nagtajan Hacienda, situated in the district of Sampaloc of this city of Manila and belonging to Benito Legarda, and later on, of the entire hacienda, said Benito Valdes, on the date above-mentioned, addressed to said Borck the following letter (Exhibit E): MANILA, December 4, 1911.

Mr. W. BORCK, Real Estate Agent, Manila, P.I. SIR: In compliance with your request I herewith give you an option for three months to buy the property of Mr. Benito Legarda known as the Nagtahan Hacienda, situated in the district of Sampaloc, Manila, and consisting of about, 1,993,000 sq. meters of land, for the price of its assessed government valuation. B. VALDES.

1911, the defendant Benito Valdez gave to the plaintiff the document written and signed by him, Valdes, quoted at the beginning of this decision, to wit, the letter afore-mentioned, which document is inserted in the amendment to the complaint; that on January 19, 1912, while the offer or option mentioned in said document still stood, the plaintiff in writing accepted the terms of said offer and requested of Valdes to be allowed to inspect the property, titles and other documents pertaining to the property, and offered to pay to the defendant, immediately and in cash as soon as a reasonable examination could be made of said property titles and other documents, the price stipulated in the contract for said hacienda which is also described in the complaint, as well as its value and the revenue annually obtainable therefrom; that, in spite of the frequent demands made by the plaintiff, the defendants ha persistently refused to deliver to him the property titles and other documents relative to said property and to execute any instrument of conveyance thereof in his favor; that the plaintiff, on account of said refusal on the part of the defendant Valdes, based on instructions from the defendant Legarda, had suffered damages in the amount of P760,000, and, by the tardiness, failure and refusal of the defend to comply with his obligation, the plaintiff had incurred great expense and suffered great losses, whereby he was prejudiced in the mount of P80,000; that the plaintiff was and had been, on all occasions, willing to comply with the obligation imposed upon him to pay to the defendants the full stipulated price. The plaintiff concluded by praying: (1) That the defendant Valdes be ordered to execute the necessary formal document as proof of the contract or obligation before referred to, and to incorporate the same in a public instrument, and that the defendant Legarda be ordered to convey in absolute sale to the plaintiff, either directly or through the defendant Valdes, by a property deed, the said Nagtajan Hacienda, described in the complaint; (2) that both defendants and each of them be ordered and required to render an account to the plaintiff of such rents and profits as they may have collected from the said property from the 19th of January, 1912, until the date of the execution of the judgment that may be rendered in these proceedings, together with legal interest on the amounts thereof; (3) that, in case it can shown that specific performance of the contract is impossible, that the defendant be ordered to pay the plaintiff damages in the sum of P760,000; and finally, that the plaintiff have recovered the interests and the costs in these proceedings. While this complaint was not yet amended, the defendant Valdes filed a demurer, on the grounds that there was a misjoinder of parties on account of the erroneous inclusion therein of the defendant Valdes, that the complaint did not set forth fact that constituted a cause of action against said defendant, and that it was ambiguous, unintelligible and vague. This demurrer was overruled on April 11, 1912. The defendant Benito Legarda also interposed a demurrer to the amended complaint on the grounds that the facts therein set forth did not constitute a right of action against him. This demurrer was likewise overruled on June 26, 1912. On the 22nd of the same month of June, the court, ruling on a petition made in voluntary insolvency proceedings brought on May 10, 1912, by the plaintiff W. Borck, and in view of the agreement entered into in said proceedings by all of the latter's creditors, ordered that the plaintiff Borck be substituted in the instant proceedings by Hartford Beaumont, as the trustee appointed therein and representative of the said plaintiff's creditors, the assignee of his rights, in said proceedings. The defendant Benito Valdes, answering the complaint as amended, denied each and all of the allegations thereof from paragraph 4, except those which the admitted in the special defense, in which he alleged: (1) That the option given by him to the plaintiff was an option without

Subsequent to the said date, W. Borck addressed to Benito Valdes several letters relative to the purchase and sale of the hacienda, and as he did not obtain what he expected or believe he was entitled to obtain from Valdes, he filed the complaint that originated these proceedings, which was amended on the 10th of the following month, April, by bringing his action not only against Benito Valdes but also against Benito Legarda, referred to in the letter above quoted. In said amended complaint it is alleged that the defendant Benito Legarda was the owners of fee simple of the Nagtajan Hacienda, and that Benito Valdes was his attorney in fact and had acted as such on the occasions reffered to in the complaint by virtue of a power of attorney duly executed under notarial seal and presented in the office of the register of deeds, a copy of which, marked as Exhibit A, was attached to the complaint; that on or above December 4,

consideration and subject to the approval of the defendant Legarda; (2) that, as the defendant Legarda has not approved said option, it had no value whatever, according to the understanding and agreement between himself and the plaintiff; (3) that the option offered by him to the plaintiff had not been accepted by the latter within a reasonable period of time nor during the time it was in force, in accordance with the conditions agreed upon between the parties; (4) that he sighed the letter of December 4, in which he tendered to the plaintiff the option which has given rise to this suit, through deceit employed by the plaintiff with respect to its contents, for the plaintiff had stated to him that it was written in accordance with what had been agreed upon by both parties, without which statement he would not have signed it; (5) that the plaintiff, on the prior to January 19, 1912, was insolvent, and had neither proven his solvency nor offered to pay the price in cash, as he had agreed to do; and (6) that he, Valdes, was merely a general attorney in fact of the defendant Benito Legarda and had no interest whatever in the subject-matter of the suit, nor in the litigation, and in all his acts had carried out the instructions of the said Legarda. He finally prayed that the complaint be dismissed with costs against the plaintiff. The defendant Benito Legarda, answering the complaint, denied each and all of the allegations thereof, from paragraph 3, except such as he expressly admitted and were contained in the special defense inserted in said answer, in which he alleged: (1) That his codefendant Benito Valdes, though his attorney-in-fact, had instructions not to give any option on the hacienda in question without Legarda's previous knowledge and consent; (2) that on and before December 4, 1911, the plaintiff had knowledge of the scope and limitations of the powers conferred upon the defendant Valdes; (3) that the latter gave the option, alleged by the plaintiff, without his (Legarda's) knowledge or consent, thus violating the instructions he had given to the said Valdes; (4) that he had disapproved and rejected the option in question as soon as he had learned of it; (5) that he had been informed, and therefore alleged as true, that the option said to have been executed in behalf of the plaintiff had been obtained by the latter by a false and malicious interruption of the letter of December 4, 1911, and that the plaintiff, availing himself of such interpretation, induced the defendant Valdes to sign the said option; (6) that the option said to have been tendered to the plaintiff had not been legally accepted; and (7) that on the subsequently to January 19, 1912, the date on which, according to the plaintiff, a tender of payment of the price of the Nagtajan Hacienda, in accordance with its assessed value, was made to his codefendant Valdes, as well as to the date of the answer, the plaintiff was insolvent. After the hearing, in which the respective parties presented their evidence, the Court of First Instance of this city of Manila, on February 12, 1912, rendered judgment in which he found; (1) That the instrument Exhibit E that is, the letter of December 4, 1911, quoted at the beginning of this decision), as supported by Exhibit A (the power of attorney, a copy of which accompanied the complaint) and as confirmed by Exhibit G (the letter of January 19, 1912, addressed by the plaintiff Borck to the defendant Valdes, presented in evidence at the trial and of which mention will be made elsewhere herein), constituted a contract by which the principal defendant undertook to convey to the plaintiff the property therein described; (2) that the plaintiff made a sufficient tender of performance, of his part, of the contract, in accordance with section 347 of the Code of Civil Procedure; (3) that the defendants had failed to execute such conveyance in accordance with said contract, and that the plaintiff was entitled to the specific performance thereof, and to the net income, if any, obtained from the land since January 19, 1912, but that he had not shown sufficient loss which entitle him to additional damage unless it subsequently should appear that a conveyance could not be made. The court accordingly decreed: (1) That upon the payment by the plaintiff to the principal defendant, Benito Legarda, or to the clerk of the court, of the sum of P307,000, the said defendant, or his

codefendant and attorney-in-fact, should execute and deliver to the plaintiff good and sufficient conveyance, free of all incumbrance, of the property described in Exhibits B and C, attached to the plaintiffs complaint, so far as the same was included within the terms of Exhibit G; (2) that upon the said defendants' failure to execute such conveyance within a reasonable time after such payment, the clear of the court should execute one, and the same together with the decree, should constitute a true conveyance; (3) that if for any sufficient reason such conveyance could not then be made, the plaintiff should have and recover from the defendant Legarda, as alternative damages, the sum of P73,000, with interest thereon at 6 per cent per annum from March 13, 1912; and (4) that the defendants should render an accounting, within thirty days, of the income and profits derived from said property since January 19, 1912, and pay the costs of the proceedings. The parties having being notified of this judgment, the defendant Benito Legarda and Benito Valdes excepted thereto and at the same time prayed that it be se aside and that they be granted a new trial on the grounds that the judgment was not sufficiently supported by the evidence and was contrary to law, and that the findings of fact therein contained were manifestly and openly contrary to the weight of the evidence. Their prayer having been denied by a ruling to which they also excepted, they have brought these proceedings on appeal to the Supreme Court by the proper bill of exceptions, and have specified in their respective briefs several errors which they allege the lower court committed. Some of these errors consist in that the trial judge overruled the demurrer filed to the complaint; others, in that he admitted certain evidence and excluded others, this being the alleged cause of the erroneous consideration of the instrument Exhibit E and of the rights and obligations derived from it, both with respect to the plaintiff and the two defendants' and still others refer to the various statements in the judgment resulting from those findings and on which the conclusions arrived at, have been founded. The defendant Benito Legarda also alleged, among the said errors, as especially affecting his rights, that the court held that Benito Valdes was his agent, empowered to execute contracts in his (Legarda's) name in respect to real property; that the court admitted in evidence the document Exhibit A, introduced by the plaintiff, to wit, the copy of the power of attorney attached to the complaint, which never was offered as such; and that he based one of his findings thereon. The defendant Benito Valdes specified, also particularly with reference to himself, other errors consisting in the court having held that he voluntarily executed the option in question, instead of holding that it was obtained through fraud; and likewise in holding that the document Exhibit E was a contract of option and not an offer to sell, and in not holding that said option was an offer subject to the approval of the defendant Legarda. Inasmuch as it does not appear from the bill of exceptions that the defendants recorded the exceptions to the overruling of the demurrer respectively filed to the complaint by both defendants, the assignment of error relative to the said ruling cannot be taken into consideration by this Supreme Court. The plaintiff's action is based on the failure of the defendant Valdes, as the agent or attorney in fact of the other defendant Benito Legarda, to perform the obligation contracted by the Benito Valdes to sell to the plaintiff the property belonging to the said Legarda, mentioned in the letter of December 4, 1911 (Exhibit E), within the period and for the price specified therein; and the object or purpose of these proceedings is to require fulfillment of the said obligation

and to secure the payment of a proper indemnity for damages to the plaintiff because of its not having been duly and timely complied with. Inasmuch as it was set forth in the document Exhibit E that the property known as the Nagtajan Hacienda, (an option to buy which was given by the defendant Valdes to the plaintiff Borck) belonged to Benito Legarda; as negotiations had been undertaken prior to the execution of the said document, between the plaintiff Borck and the defendant Valdes with respect to the maters set forth in that document, by virtue of which Borck knew that Valdes was Legarda's agent or attorney-in-fact, although it appears in said instrument that the agent Valdes acted in his own name; and, further, as the plaintiff in the complaint made the necessary allegations to explain the relations that existed between the principal Legarda and the agent Valdez with regard to the said document Exhibit E and the failure alleged by the plaintiff, to fulfill the stipulations therein contained; therefore, the facts alleged in the complaint did constitute a right of action against either or both defendants, and the lower court did not err in so holding, for, though the person who contracts with an agent has no action against the principal, pursuant to article 1717 of the Civil Code, when the agent acts in his own name, as in such a case the agent would be directly liable to the person with whom he contracted as if it were a personal matter of the agent's yet this does not occur when the acts performed by the agent involved the principal's own things, and in the document Exhibit E, which was inserted in the complaint when the latter was amended, it appears that the defendant Valdes, who signed the said document, stated that the property, the option to buy which he gave to the plaintiff, Borck, belonged to Legarda. And as it is unquestionable that, pursuant to the above-cited provision of law, the action was properly brought against Benito Legarda as Valdes' principal, it is also unquestionable that Valdes was properly included in the complaint as one of the defendant, for said article 1717, in providing that in cases like the one here in question the person who contracted with the agent has an action against the principal, does not say that such person does not have, and cannot bring an action against the agent also, and the silence of the statute on this point should not be construed in that sense, when the rights and obligations, — the matter brought into discussion by means of the action prosecuted, — cannot be legally and juridically determined without hearing both the principal and the agent. Section 114 of the Code of Civil Procedure in force, treating of the parties who should be included in an action as defendants, includes any person who has or claims an interest in the controversy or the subject-mater thereof adverse to the plaintiff, or who is a necessary party to a complete determination or settlement of the questions involved therein; and there can be no doubt whatever, and the record itself shows, that the agent Benito Valdes was and in a necessary party in these proceedings for the complete and proper determination of the matter involved. As one of the allegations of the complaint was that the defendant Benito Valdes was the attorney in fact of Benito Legarda, the owner of the Nagtajan Hacienda, the option to buy which was granted by the said defendant Valdes to the plaintiff Borck, in the letter of December 4, 1911, Exhibit E, there was attached to the complaint a copy of the power of attorney marked Exhibit A, by virtue of which, as therein also set forth, the defendant Benito Valdes, the attorney-in-fact of Benito Legarda, in giving to the plaintiff the option to buy the said hacienda, had acted according to the aforesaid document Exhibit F, which was likewise inserted in the amended complaint as a part thereof.

Inasmuch as the relation which, according to the plaintiff, existed between Benito Legarda and Benito Valdes as to the obligation contracted by means of Exhibit E, and the fulfillment thereof was established by means of the said allegations, supported, as it appeared, by the power of attorney Exhibit A, and by the letter or document Exhibit E (which were made by the plaintiff a part of the complaint), the joining of the copy of the power of attorney to the complaint cannot be considered to have been done merely for the purpose of attesting the personality of either of the defendants, but to show the legal status of each of them in the obligation referred to, in view of the terms of the document Exhibit E, the authority under which the defendant Valdes acted in executing this document, as well as the fact of hi having been granted such authority by the defendant Legarda, by means of said power of attorney. So that as said two documents, to wit, Exhibit A or the power of attorney executed by Legarda in favor of Valdes, authorizing him to perform various acts, among them, that of selling, exchanging, ceding, admitting in payment or by way of compensation or in any other manner acquiring or conveying all kinds of real property for such prices and on such conditions he might deem proper, and the document Exhibit E, or the letter setting forth the option given to the plaintiff Valdes to buy the said Nagtajan Hacienda belonging to Legarda, cannot be considered separately, in view of the allegations of the complaint and the action brought thereon against the two defendants; and as said two documents, each of complement of the other, constituted the basis of the action brought in the complaint, and as their genuineness and due execution were not denied under oath by either of the two defendants, as they might have done, pursuant to section 103 of the Code of Civil Procedure, the plaintiff was not obliged to present at the trial, as proof, the aforementioned power of attorney to prove its existence and the fact of Valdes being his attorney in fact, vested with the powers specified in this instrument, notwithstanding the general denial made by the defendant Legarda in his answer of the allegations contained in the complaint from its third paragraph on, in which paragraph that averment is made, supported by the copy of the said power of attorney attached to the complaint. On the contrary, as the said document Exhibit A constitutes prima facie proof of the fact that Benito Valdes is the attorney-in-fact of Benito Legarda, and that he is vested with the powers specified therein, on account of Legarda's not having denied under oath the genuiness and due execution of the said document, it was therefore incumbent upon Legarda himself to prove that he had not executed the said power of attorney in Valdes' favor and that he had not conferred upon him, by virtue thereof, the powers therein mentioned. (Merchant vs.International Banking Corporation, 6 Phil., 314; Papa vs. Martinez, 12 Phil., 613; Chinese Chamber of Commerce vs. Pua Te Ching, 14 Phil., 222; Banco EspanolFilipino vs. McKay & Zoeller, 27 Phil., 183; Knight vs. Whitmore, 125 Cal., 198; McCormick Harvesting Machine Co., vs. Doucette, 61 Minn., 40.) The lower court, therefore, did not err in holding that Benito Valdes was the agent of Benito Legarda, vested with powers to execute contracts for the sale of real estate in the latter's name; nor in considering as proof the power of attorney, the plaintiff's Exhibit A, and making it the basis of one of the conclusions of the judgment, notwithstand that it was not offered as such proof by the plaintiff. Consequently, the court likewise did not err in admitting the evidence introduced by the plaintiff himself to show the existence of the contractual obligation on the part of the defendant Legarda, as principal of the other defendant, Valdes, and which was contended by the plaintiff to be one of the grounds of the action brought in this complaint against the two defendants. It is unquestionable that, by means of the document Exhibit E, to wit, the letter of December 4, 1911, quoted at the beginning of this decision, the defendant Valdes granted to the plaintiff

Borck the right to purchase the Nagtajan Hacienda belonging to Benito Legarda, during the period of three months and for its assessed valuation, a grant which necessarily implied the offer or obligation on the part of the defendant Valdes to sell to Borck the said hacienda during the period and for the price mentioned, and as the grant made by Valdes to Borck in the said letter was made as a result of the requests of Borck himself, as stated in the letter, and of the negotiations previously entered into between the latter and Valdes with respect to the purchase of the hacienda, as shown in the letter of the 2d of the same month of December, that is, the letter which two days before was addressed by Borck to Valdes, Exhibit C, the terms of the said document Exhibit E appear to be of the nature of an option contract between Valdes and Borck, inasmuch as, by means of said document, the former finally accepted the propositions of the latter with respect to the granting of that right to Borck. There was, therefore a meeting of minds on the part of the one and the other, with regard to the stipulations made in the said document. But it is not shown that there was any cause or consideration for that agreement, and this omission is a bar which precludes our holding that the stipulations contained in Exhibit E is a contract of option, for, pursuant to article 121 of the Civil Code, there can be no contract without the requisite, among others, of the cause for the obligation to be established. In his Law Dictionary, edition of 1897, Bouvier defines an option as a contract, in the following language: A contract by virtue of which A, in consideration of the payment of a certain sum to B, acquires the privilege of buying from, or selling to, B certain securities or properties within a limited time at a specified price. (Story vs. Salamon, 71 N.Y., 420.) From vol. 6, page 5001, of the work "Words and Phrases," citing the case of Ide vs. Leiser (24 Pac., 695; 10 Mont., 5; 24 Am. St. Rep., 17) the following quotation has been taken: An agreement in writing to give a person the `option' to purchase lands within a given time at a named price is neither a sale nor an agreement to sell. It is simply a contract by which the owner of property agrees with another person that he shall have the right to buy his property at a fixed price within a certain time. He does not sell his land; he does not then agree to sell it; but he does sell something; that is, the right or privilege to buy at the election or option of the other party. The second party gets in praesenti, not lands, nor an agreement that he shall have lands, but he does get something of value; that is, the right to call for the receive lands if he elects. The owner parts with his right to sell his lands, except to the second party, for a limited period. The second party receives this right, or, rather, from his point of view, he receives the right to elect to buy. But the two definitions above cited refer to the contract of option, or, what amounts to the same thing, to the case where there was cause or consideration for the obligation, the subject of the agreement made by the parties; while in the case at bar there was no such cause or consideration. The lower court in the judgment appealed from said:

There is some discussion in the briefs as to whether this instrument constitutes a mere offer to sell or an actual contract of option. In terms it purports to be the latter and in fact recites the acceptance of a "request" or offer, by the plaintiff. But viewing the instrument as in itself no more than an offer, it was at least a continuing one, "for three months," and as it is not claimed to have been withdrawn during that period, nor afterward, the plaintiff could at any time enter into an actual contract, if it were not such already, by mere acceptance. So the, the lower court did not insist that, by the said document Exhibit E, a real contract of option was executed. He stated that it was at least a continuing offer for three months — an offer which it was neither alleged nor proven to have been withdrawn during that period — and held that but the plaintiff's mere acceptance at any time during the course of said period, the terms of the said document became a contract, if such it were not already. There is therefor no foundation for the third assignment of error made by the defendant Valdes, to wit, that the lower court erred in holding that the document Exhibit E was a contract of option and not an offer to sell. A certainly this document Exhibit E contains an offer or promise on the part of the defendant Valdes, who signed it, to sell the hacienda in question to the plaintiff Borck, at its assessed valuation, to whom was granted three months within which to make use of his right to purchase the property. In order that such an offer, or proposal, or promise on the part of Valdes, to sell the said hacienda might be converted into a binding contract for him and for Borck, it was necessary that the latter should have accepted the offer, by making use of the right thereby granted him, within the period stipulated, and paying the price agreed upon in that document. Referring particularly to the sale of real estate, there is in fact practically no difference between a contract of option to purchase land and an offer or promise to sell it. In both cases the purchaser has the right to decide whether he will buy the land, and that right becomes a contract when it is exercised, or, what amounts to the same thing, when use is made of the option, or when the offer or promise to sell the property is accepted in conformity with the terms and conditions specified in such option, offer, or promise. An option for the purchase of a real estate is merely a right of election to purchase which when exercised, by comes a contract. (Hopwood vs. McCausland, 120 Iowa, 218.) So that in the case at bar it is immaterial whether the contents of the document be considered as an option granted by the defendant Valdes to the plaintiff to purchase the Nagtajan Hacienda, or as an offer or promise on the part of the former to sell the estate to the latter within the period and for the price specified in Exhibit E. In the defendants' answer no concrete allegation was made that either of them had withdrawn said offer to sell, but the defendant Valdes introduced evidence to prove that the withdrawal of the offer was made before the plaintiff had accepted it, that is, before January 17, 1912, and for this purpose presented a letter from the defendant Legarda (p. 103, part 1 of the record), dated November 13, 1911, and addressed from Paris to Mauro Prieto, also one of Legarda's attorneys in fact. In this letter Legarda stated to Prieto, among other things, that, with

As the record does not show positively that the defendant Valdes.000. though he did not state positively on what date. A simple statement of the last part of the letter is enough to convince that the plaintiff did not offer to pay. 1911. the said tender of payment was offered to be made on or before March 3. January 19. as the date when he did this does not appear. Full payment will be made on or before the third day of March 1912. the price stipulated and agreed upon between themselves in the said document Exhibit E. as no other was then pending between the plaintiff and this defendant. But. also testified that about the 12th or 15th of January. The second witness. even though it was not stated therein what option it was that was mentioned in the said letter it is unquestionable that it could refer to no other than to the option or offer mentioned in the said Exhibit E. 1911. On this occasion. and. in conformity with its terms. for. it was Valdes' corresponding duty not to withdraw the offer during the same period.000. and that Borck said something to Dr. Dr. W. BENITO VALDES. this witness also heard them talking about P400. Alemany. 195 San Sebastian. as the plaintiff Borck had a right to accept the offer during that period. on January . on the occasion above referred to. while the said offer was still open. at a time when he was in Dr. is that on January 19. the lower court did not err in holding that the offer and not been withdrawn during the three months mentioned and that it could be converted into a real contract by the plaintiff Borck's mere acceptance within the same period. he heard a conversation between Valdes and Borck in which the former said to the latter that what Borck wanted was impossible. or before January 17. 1912. it cannot be understood that the plaintiff tendered payment to the defendant immediately and in cash. 1912. The first testified that sometime during the second half of January. as Torrens title deed. contracts of leases and other matters be immediately placed at my disposal for inspection and if such papers have been found in good order. as stated by Valdes' counsel in his brief. 1912. that he did not want it. In the preceding letter that plaintiff in fact did state that he accepted the offer made to him or the option given to him by the defendant Valdes in the document or letter of December 4. square meters of land. Manila.reference to the steps taken by Borck for the purchase of the Nagtajan Hacienda.. Consequently. be immediately placed at the plaintiff's disposal for his inspection. But at the very moment this instrument was executed and signed by the vendor. on an occasion when he was in Dr. such a fact could not be a bar to. and that it would be difficult to find a purchaser for cash. But aside from the fact that the complete payment of the P307. though it had been proven that the withdrawal of the offer was made in the month of December. Of court. Very truly yours. provided all documents in connection with the Hacienda Nagtahan. immediately and in cash the price stipulated and agreed upon in the contract for the said stipulated and agreed upon in the contract for the said hacienda. the plaintiff Borck was also entitled to refrain from making payment as long as he should not find the documents relative to the said property complete and satisfactory. it must be concluded that there is no proof on this point. which reads as follows: MANILA. To prove this allegation. Therefore the withdrawal of the offer claimed to have been made by this defendant was null and void. and. SIR: I hereby advise you that I am ready to purchase the Hacienda Nagtahan. Benito Legarda. the addressee might say to Borck that the writer was not very anxious to sell the property except for a price greater than P400. Jose E. and requested permission of the defendant Valdes to inspect the property titles and other documents pertaining to the estate.000 mentioned in the said letter was made to depend on the condition that all the documents relative to the Nagtahan Hacienda. to wit. c. Pursuant to the language of that part of the document or letter Exhibit G to which we now refer in respect to the payment. and as the statements made by the witnesses with regard to the conversation they heard between Valdes and Borck are vague and as it cannot be deduced therefrom that such statements referred expressly to the fact that Valdes withdrew the offer on that occasion.993. that is. the payment of the stipulated price should have been made in order that it might be an immediate cash payment. consisting of about 1. property of Mr. Valdes about P300. as we have seen. for example. that he did not have the money. before the sale of the property should be consummated by means of the execution of the proper deed of conveyance in his favor by the defendant Valdes as the attorney-in-fact of the other defendant Legarda. situated in the district of Sampaloc and Nagtahan. DR. 1912. Valdes' office.000 in cash. Alemany. BORCK. of said offer on any date prior to the expiration of the three months fixed in the document Exhibit E. immediately and in cash to the defendant Valdes as he alleged in his complaint. Valdes also presented the witnesses Alejandro Roces and Jose E. and that the latter replied to Valdes that it was very dear. or annul the acceptance by the plaintiff Borck. told the plaintiff Borck that he (Valdes) withdrew the offer of sale contained in the document Exhibit E.000. such as the Torrens title.000. for here merely communicated to Borck the contents of the said letter from Legarda to Prieto. The defendant Valdes testified that the contents of this letter were communicated by him to Borck. and be found satisfactory. an indispensable condition in order that the said deed of conveyance might be executed in his favor. for the simple reason that if the documents had been placed by the defendant at the plaintiff's disposal for his inspection. and offered to pay the defendant Valdes as soon as a reasonable examination could be made of the said property titles and other documents. etc. March 4. for the sum of three hundred and seven thousand (307. City. and that he also heard them talk about P400. the plaintiff accepted it in writing. and in the Province of Rizal. Exhibit E. because the offer or promise to sell therein contained was not made without period or limitation whatever (in which case Valdes might have withdrawn it and the latter have accepted it at nay time until it was withdrawn) but for three months.000) pesos Ph. the plaintiff presented the document Exhibit G. Valdes' office. he heard the latter and Borck speaking. consequently. it is undeniable that the plaintiff Borck had a right to examine the title deed and all the documents relative to the Nagtajan Hacienda. 1912. the price quoted in the option given my by you. for a specific period of time. One of the allegations made by the plaintiff in the complaint.

1912. In connection with the allegation we have just been discussing. it had been the purpose of the plaintiff Borck. and related to the other two previous letters. Indeed. under date of the 23rd of the same month of January This document is marked Exhibit J and is of the following tenor: January 23. for nothing else can be understood by. could not be understood to have been a tender of "immediate and cash" payment. the result would be that the payment would have had to be made. to wit. and meanwhile the ownership of the estate would already have been conveyed. those mentioned in the letter written' four days before. until February 20. three hundred and seven thousand (307. could improve the conditions of payment for the hacienda. of the price of the hacienda. that is. as said letter makes the total payment of the price of the property depend on the delivery by the defendant Valdes to the plaintiff Borck of all the documents relative to the hacienda. 1912. and then had found them satisfactory. ten days after the Torrens title deeds and all papers in connection with the hacienda should have been placed at his disposal for inspection and should have been found satisfactory. and no other meaning and scope can attach to. Valdes in the letter of January 23. and of the further condition that. or on this same date. if the documents were delivered to Borck on February 1 for his inspection. But supposing that as appears to be the case. in connection with article 1500. from the 25th of January up to the said 3d day of March. by means of the proper deed. the plaintiff also presented as proof. DR. the letter of January 23.. of said offer was not as just above stated. although the proper deed of conveyance of the property should have been executed in his favor. is drawn up_in such a way that it also does not contain any tender of "immediate and cash" payment by the plaintiff Borck to the defendant Valdes. the words "full payment will be made on or before the third day of March 1912. the purchaser Borck would not be obliged to make payment to the vendor Valdes until seven days after the execution of the deed of conveyance and the transfer of the property to the former that is. the date of payment cannot be-understood to have been fixed for any certain day after those ten days. Respectfully yours.000. for the payment. and on the condition that Borck should find them satisfactory. for example. of the price of the property. it would be removed by a mere perusal of the statement made therein by the plaintiff telling the defendant Valdes that he. P307. of the Civil Code. according to the exact terms of the letter of acceptance of the offer.20th. Ph. the purchaser Borck might pay the stipulated price of the property. Exhibit J. dated January 19. Exhibit G. it might also have happened that on the third day after the delivery of the titles. after the delivery of the said documents. that the tender of payment to the defendant Valdes. or have the period from the 25th of January to the 3d of March within which to pay it. that he had the pleasure to inform him that he could improve the conditions of payment for the Hacienda Nagtajan in so far as to agree to pay the whole amount of purchase price. Furthermore: The plaintiff Borck also presented another letter in connection with his aforementioned allegation made in the complaint. in relation to the allegation as to the presentation of the letter of January 19. the one written four days before. In that event. in the manner aforementioned by paying the whole amount of the purchase price ten days after the documents should have been delivered to the plaintiff and he should have found them satisfactory. these might have been found by the purchaser to be satisfactory. or for the eleventh day. 1912. had the pleasure to inform he latter that he.000) pesos. by the way the part of said document Exhibit G relative to the offer of payment in the example above given is drawn. and the plaintiff had examined and found them satisfactory. Exhibit G. and after the lapse of ten days thereafter he had not finished examining them and had kept them in his possession for this purpose for ten days longer. and consequently. 1912. another letter written by himself. the purchaser Borck. but within the limited period of ten days after the documents-relative to the property should have been delivered to the plaintiff for his inspection and been found satisfactory. pursuant to the provisions of article 1462. by reason of the contents of the said letter. c. to wit. But. according to the terms of said letter Exhibit J. just as he had done in the letter of January 19th. was not indeed to be effected on the third of March or prior thereto. that the plaintiff Borck made a tender of payment to the defendant Valdes "immediately and in cash" of the price of the hacienda fixed in the instrument Exhibit G. not ten days. on the 3d of March. ten days after the Torrens title deeds and all papers in connection with the hacienda have been placed at my disposal for inspection and these documents and papers have been found in good order. I have the pleasure to inform you that I can improve the conditions of payment for the Hacienda Nagtahan in so far as to agree to pay the whole amount of purchase price. to the purchaser Borck. SIR. in said letter Exhibit J. Borck. that there should be an interval of said ten days between the delivery and inspection of the said titles and the determination of whether they were satisfactory or not. And were they any doubt that the meaning or the sense. or on any date on which the deed of conveyance was issued. and also addressed to the defendant Valdes. for the payment which Borck offered to make to Valdes. the price of the property. but twenty days. not until the expiration of the period of ten days counting from the date of the delivery of the documents to‚the purchaser. that is. and as a period of ten days was fixed for the said payment. the plaintiff virtually recognized. in fixing those ten days in the letter Exhibit J. Exhibit G. 1912. BENITO VALDES. the plaintiff. Exhibit G. and it is evident that such a payment would not be in cash. and this would have been authorized by the ambiguous terms in which the tender of payment are couched. of the P307. even though he may have found satisfactory all the documents that the defendant might have placed at his disposal to be examined. the former.000. and the defendant Valdes had executed in the plaintiff's favor the proper deed of conveyance or sale of the hacienda on the 25th of the same month of January. that is. Nothing else is meant by the statement made by the plaintiff Borck to the defendant . the latter should find such documents in good order and satisfactory. and that the vendor might immediately have executed the proper deed of conveyance of the property in the purchaser's favor. could have made full payment to the defendant Valdes. but that payment might be made on any date prior to March 3. Exhibit J. City." In short.. the day following the date of the letter Exhibit G. As may be seen by the language in which the preceding letter is couched. for the simple reason that. that is. on January 19th. as alleged in the complaint. 195 Calle San Sebastian. and he could not have been obliged to pay the said price until the very day of March 3. counting from the date of the delivery of the documents. Exhibit G.

the plaintiff already had in readiness for that purpose. meters of land. and K. he had agreed to pay for the hacienda. of the price stipulated in the document Exhibit E to be paid "at open and in cash. he had made the tender of payment of the price for the Nagtajan Hacienda in such a manner that it could not be understood to have been in accordance with the agreement entered into between himself and Valdes. to avoid that misunderstanding.. YOURS. dated January 23. at least the was not sure. P.. that is. c. The letter Exhibit K can have no meaning„whatever in that part thereof where reference is made to»the offer of payment of the price of the hacienda. is a result of it. to wit.t1912. I wish to advise you that the purchase price of the Hacienda Nagtahan is ready to be paid over to you. and I request you to notify me whenever it is convenient for you to place at my disposal for inspection the title deed and papers in connection with said estate. W. January 17. that. he. except in connection with the previous Exhibit J. and the mention made in this same letter. and request you to notify me whenever it is convenient for you to place at my disposal for inspection the title deed and papers in connection with said estate." notwithstanding its being said therein that the plaintiff had the money ready to be turned over to the defendant. payable the first day of May 1912 or before and with delivery of a Torrens title free of all encumbrances as taxes and other debts. February 28. mentioned in the said letter Exhibit J. given to him by Valdes by means of the document Exhibit E. and reads as follows: MANILA. DEAR SIR: To prevent any misunderstanding. Respectfully. what amounts to the same thing." This letter (Exhibit K) bears the date of February 28. the plaintiff. clearly acknowledges. property of Mr. As may also be seen by the very terms employed by the-plaintiff in this letter. inasmuch as the letter Exhibit K does not state when Borck was to deliver to Valdes the price which. 1912. of the inspection which the plaintiff wished to make of the titles which he desired should be delivered to him for this purpose. in the letter of January 19th. feared.. and the delivery of the price was also subordinate to the period of the ten days. show that this last letter. according to this same letter. Attorney-in-fact for Benito Legarda Manila. consisting of about 1. Very respectfully. this price was to be paid "at one and in cash. that the payment should be in cash. ten days after the delivery to him of the documents relative to the estate and their having been found by him to be satisfactory) was already held in readiness by the plaintiff for delivery to the defendant. Exhibit J.I. and also others marked from A to M. that the purchase price of the estate was ready to be paid over to the latter. 1912.Exhibit G and J. SIR: In reference to our negotiations regarding the Hacienda Nagtahan at Manila. for it is virtually said therein that the price of P307. City. Exhibit G. that the tender of payment made by him to the defendant was made in accordance with the said allegation." In the said letter Exhibit K. the offer of the sale of the hacienda to him by Valdes. for in the said last letter. or. Upon the plaintiff Borck's testifying at the trial as witness. the plaintiff Borck stated to the defendant Valdes that the purchase price for thehacienda was ready to be paid over to hi.000 (which according to his previous letter. had not conformed to the terms of the offer of sale or of the option to buy. Exhibit K. Benito Legarda. which reads as follows: MANILA. Exhibits G and J. I offer to purchase said property for the sum of three hundred and seven thousand (307. and in making therein the tender of payment band in renewing this tender in the letter. relates to the one that preceded it. . Exhibit K. The notification contained in this letter written by Borck to Valdes. According to the admission of the plaintiff Borck in his complaint. said documents Exhibits E." and then says: I wish to advise you that the purchase price for the Hacienda Nagtahan is ready to be paid over to you.‚and to the plaintiff's finding such documents s atisfactory. "immediately and in cash. J. DR. The first words of the letter of course indicate that the plaintiff Borck himself. to prove what he had intended to accomplish by means of the latter.000 sq. he takes it for granted that there was or might be some misunderstanding between himself and the defendant Valdes with)respect to the tender made by him of the price of the estate. BENITO VALDES. immediately after the notification. in writing them. net to you.000) pesos P. BENITO VALDES. cash. The letter Exhibit K in fact begins with these words: "To prevent any misunderstanding. Exhibit J. BORCK. Among these documents is found Exhibit F. or to the payment itself. G. of the 23 of the same month. were presented in evidence. So that neither in the letter Exhibit K is any specific offer of payment made by the plaintiff Borck to the defendant Valdes. 194 San Sebastian. that in the two previous letters. but this delivery of the price was subordinated to the delivery requested by the plaintiff to those titles and other documents. DR. including the four just referred to.993. in accepting. he virtually admits. and requested to be notified by Valdes when it would be convenient for him to place at the plaintiff's disposal for inspection the title deed and papers in connection with said estate.

the court reserved his decision thereon and in the judgment appealed from made no mention as to the contents of said document‚Exhibit F. unidentified and was not attested by anyone. were shown to the defendant Valdes by the plaintiff's counsel Beaumont. BRUCE LAWRENCE. Valdes the letter. as has already been seen." Connecting the contents of this document Exhibit O with those of the previous Exhibit F. provided that there is good titled to the property. in which motion they signed as one of the error of the said judgment the fact that no notice whatever had been taken therein of the said Exhibit F. and it was. to wit. Q. and G. he wrote on the same date. and call you attention to the fact that it has the same date." Counsel for the defendant Legarda objected to the admission of the said documents on the ground that they were incompetent. The plaintiff Borck having been presented as a witness. The document Exhibit F. the aforementioned letter of January 23. the latter made the following statement: "I would like to interrupt the witness at this moment in order to present all the Exhibits A to M. from which testimony of Valdes it is concluded that he was not in the habit of keeping the originals he received from Borck. that it contains substantially and area represented. 24 and 25 of the record). The record shows that when Exhibit F and Exhibits G. January 17. immaterial and irrelevant. Now I will show you Exhibit F. and ask you to state the circumstances under which Exhibit O was signed — A. to Dr. and signed by James Ross. AND BLOCK. in answering the questions put to him by his own attorney. on coming to Exhibit F. and exhibited the originals of Exhibits C. 1912.000 cash. is in the same condition. the plaintiff Borck. as above quoted. besides the fact that no conclusion. and to make a deposit of a reasonable amount as an evidence of good faith. notwithstanding that Exhibit F was not identified by Valdes. Exhibit F. and M. L.. no right whatever could be predicated thereon. and in ruling on the defendants' motion for a new trial. and they have authorized us to say that if the conditions are satisfactory with regard to these matters. as has been seen. is unsigned but the document Exhibit J. where they were. Valdes. Valdes' option. as Exhibit O. said that Exhibit F was his acceptance of Dr.000 square meters. and at other times sent to him the letters themselves. it is clearly understood that on Borck's receiving the letter of January 17m 1912. the plaintiff answered the questions put to him with respect to Exhibit F in the following manner as found in the transcription of the stenographic notes in English(p. after investigation of the physical conditions of the property. L. "JAMES ROSS. the plaintiff Borck. the defendants objected to their admission. BORCK. although he stated with reference to the letter he had received from Borck. Because I don't believe in hanging back with my business. cash. I conclude it as soon as possible. in which. in which Attorney Beaumont plied him with questions in regard to the aforementioned documents.. January 17. ROSS.993. as Exhibit O." and that "as soon as he got the offer. either in favor‚of or against the plaintiff. Exhibit O. During the examination of plaintiff Borck. Manila. that as he was not a business man and was not . January 17. although the said letter. W. might have been actually delivered. However. referring to the negotiations between them regarding the said A. as has already been seen. Legarda. to wit. beginning with Exhibit A and showed him the documents themselves. M. How does it happen that it has the same date as Exhibit O? — acquainted with that kind of business. The same objection was also made by counsel for the defendant Valdes in behalf of his client. and the court said that he would reserve his decision (pp. namely. K. DEAR SIR: Referring to our recent conversation regarding_the proposed purchase by clients of ours of the property known as the Hacienda Nagtajan. transmitted their substance to Mr. which defendants claimed to be one of the their most important proofs. nor any liability. Valdes. that is. 1. relative to the said exhibits. from the law firm of Bruce. 14 of the transcription of the stenographic notes). and asked him to state the circumstances under which Exhibit O was signed. which we shall mention later on. which were identified by the previous witness. K. after taking notes of their contents. after having given attention to other exhibits among which was Exhibit O. saying that "he did not believe in hanging‹back with his business. It is the desire of our clients to have an opportunity to investigate the legality of_the title and leases at the earliest practicable moment. January 17. if so. notwithstanding that Exhibit F was not identified by Valdes." Exhibit O is as follows: MANILA. a copy of which is Exhibit F. 61 on the record): Q. Lawrence. I beg to advise you that our clients. could be based on its because." that he "concluded it as soon as possible. for their identification and in order that Valdes might state to the court whether he had received the originals and. P380. As soon as I got the offer. inadmissible. defendant merely said in reply that he had received three originals from Borck and two originals from Beaumont (p. the court stated as a reason for the omission that this Exhibit F was unsigned. explained the reason why Exhibit F bore the same date as Exhibit O. in which these gentlemen stated that they were prepared to make an offer for the purchase of the Hacienda Nagtajan at the price of P380. referring to the said document on its being shown to him by his attorney. but not that of‚Exhibit F. This is may acceptance of the option of Dr.000. Very truly yours. Valdes. Valdes kept the original in his possession and he did not present the original of Exhibit Fibut only the other letters before mentioned. Esq. and that the existing leases upon certain portions of the said property are found to be in proper form. who called his attention to the fact that it has the same date. they are prepared to make you a firm offer of the amount above named. after he had been asked the first four questions by Attorney Hartford Beaumont. and taking into account the testimony given by Borck. and in answering the next question. It is true that although the document Exhibit J is unsigned because it is a copy of the letter addressed on that same date to Valdes by Borck. I made my acceptance to Dr. are prepared to make an offer for the purchase of the same at the price named by you. However. 1912.On said documents being presented in evidence at the trial. Ross and Block. he sometimes read the letters and. therefore. he made his acceptance to Dr. J.

1912. 56.000. payable the first day of May 1912. . mentioned in the preceding paragraph transcribed from the brief. he transmitted or made known his acceptance to Dr. As may be seen. a written offer Exhibit O. and‚k. he offered to purchase this property for P307. of the record). for the reasons which would presently appear. in not taking it into consideration in the judgment appealed from. understood to be P307. on account of the same date both letters bore. G. contained in the letter Exhibit O. the plaintiff Borck. by the plaintiff's attorneys. perhaps because it was one of those which he did not keep in his possession. 1912 (Exhibit F) was Borck's acceptance of the option or offer of sale made to him by the defendant Valdes in his letter of December 4. This is evidently not an offer to pay "immediately and in cash. 1912." Now then. James Ross of this city for the property in question and for the price of P380. to the negotiations between himself and Valdes regarding the Nagtajan Hacienda belonging to Benito Legarda. addressed by him to the defendant Valdes. Valdes that appears as Exhibit T (pp. . as shown by the fact that in this paragraph Exhibit T is referred to as being found on page 56 of the record. did not make an offer to pay the price "immediately and in cash. 1912. Valdes the letter which appears as Exhibit T (pp. Exhibit F. although the deed of conveyance of the property in his favor should have been executed by the defendant Valdes on any date within the period of the option. in connection with article 1500. by virtue of the said documents._the date of this latter exhibit. and February 28th of the same year. and K. to with. mentioned in the said brief. that is. Valdes. in reference to the conditions of the payment of the purchase price. as the law provides. cash and net. appears the following: 3. that in the letter. whereby the plaintiff virtually gave himself five months from the date of the offer of sale or option of purchase. 169 of the record). For this reason the plaintiff Borck stated in his testimony that the said letter Exhibit F was his acceptance of Dr. on making further explanations in the matter. within the three months which ended on the said 4th day of March.954 and payment was to be made in cash. delivery to be made to him to a Torrens title free of all encumbrance. even though this was not stated in the document. two months after the termination of the option or of the offer. which would be. for he admitted in his testimony that he wrote this letter. for the plaintiff Borck himself admitted in his testimony at the trial that the letter Exhibit F was his acceptance of said option. Borck received a written offer (Exhibit O) for the property from Mr. the letter of January 17. Aitken and Beaumont. in the paragraph of that brief signed by the plaintiff's attorney there is a restatement of what the plaintiff had said in his testimony. such as taxes and other debts. or before. In fact. or on any date prior thereto. for. The plaintiff Borck recognized this in his complaint. The trial court therefore erred in not admitting in evidence‚said document Exhibit F and. and on page 169 of the record. he reserved to himself the right to make the payment on the first day of May. So that it may be said with all the more reason that in relation to the other offers of payment contained in the documents F. cash and net. Valdes' option.000. referring in the letter. and although the defendant Valdes did not present the original of the said letter Exhibit F. the plaintiff to be furnished with a Torrens title free of all encumbrances. payable on or before the first day of May. for the latter also opposed the admission of all the documents presented by the plaintiff. 1912. being also that of the Exhibit O. on or before March 4. for. that as soon as he received. Mr. G. as soon as he received the officer. 1912. for the assessed valuation of the property. though subsequently at the trial it was fixed by agreement of the parties at P306. in the document Exhibit F. I made my acceptance to Dr. that is. if there were still any doubt whatever about this. which was erroneously marked with the letter T in the said paragraph. it would disappear after a consideration of the following quotation taken from the plaintiff's written brief file before the lower court rendered judgment. the one as principal and the other as agent. to effect the said payment. not believing in hanging back with his business and desiring to conclude it as soon as possible. in accordance with the provisions of article 1462. 56.Nagtajan Hacienda. 1911 (Exhibit E). in accepting the offer of sale. that i. 19 and 23. that "the conditions were not discussed. and he also so testified at«the trial. when he stated in his testimony that the payment was to be made in cash upon exhibition of the documents. 1911. from December 4. it is stated that payment of the net amount would be made in cash on_the first day of May. in accepting the option that the latter had . is the same Exhibit F. Valdes. J. in making the allegation we considered at the beginning of this decision. that is. James Ross of this city for the price of P380.000 and thereupon on the same day wrote Dr. It is to be noted that Exhibit T. 1912. was for the period of three months. 1912. In this same brief the statement was also made that no question had arisen as to the validity of this acceptance. The offer of sale or option of purchase contained in the document Exhibit E. Valdes option. which contains a copy of the same Exhibit F." as stated in his allegation set forth in the complaint. there can be no doubt whatever that the original of the said Exhibit F was transmitted to Valdes by the plaintiff Borck. that failure itself so to state created the understanding that the price was to be paid in cash when delivery of the property was made. J. Duly considering the documents Exhibits F. the statements made by the plaintiff Borck in the letter of January 17. of the latter explicitly said so in stating that letter was his acceptance of Dr. On page 195 thereof. he wrote on the same day the letter of Dr. 169. incompetent and irrelevant. No question arises as to the validity of this acceptance for reasons which will presently appear. the plaintiff Borck. offers to purchase said property for the sum of P307. 1912. such as taxes and other debts. We do not think there could be a better identification of the letter Exhibit F than that made by it sown writer. that he accepted in writing the said offer in conformity with its terms and offered to pay to the said Valdes. or before. as they were not bound by the documents Exhibits A and E. Exhibit F.000." nor is it a payment in cash. from Mr. from the said law firm. the plaintiff Borck. THE ACCEPTANCE. nor such a payment as the plaintiff Borck himself understood it to be. nevertheless the trial court admitted some of those documents and considered them for the purpose of drawing his conclusions in the judgment rendered. the plaintiff explaining why he had written said letter. to with. in which mention is made of the said brief and of the questions discussed therein said brief is found on pages 190 to 206 of the record and is signed. 1912. for. because the payment was to be made in cash on exhibition of the documents.000. consequently. such documents were immaterial. hand saying: "As soon as I got the offer. . January 17." Furthermore. It is hardly necessary now to show that said letter of January 17. This rejection cannot be warranted by the fact that the defendants themselves opposed its admission. saying. which page containes Exhibit F. on January 17. of the Civil Code. as might suit him. on the understanding that. "immediately and in cash" the price stipulated. On the 17th of January. on referring to the relation between said Exhibit F and the Exhibit C.

that is. 1912 (on January 19. (Eliason et al. manifested to the plaintiff Borck. It states the terms and conditions on which the owner is willing to sell or lease his land. that is. that. the period for the purchase being three months. 225. The plaintiff Borck had three months. if the holder elects to accept them within…the time limited. effective during the period of three months counting from the said date. for the assessed valuation of the same. 220. for the simple reason that. by this means. on March 4. with the period for the payment of it price.) There is no contract unless. would have been a cash payment. par. moreover. and without variance of any sort between it and the proposal. the conditions imposed by him (Decision of the supreme court of Spain.. contained. the titles and other documents relative to the said hacienda. and this evidently is an offer of payment in installments. 1262. but also with regard to all the consequences which.granted him for the purchase of the Nagtajan Hacienda. 28 Atl. 1912. 1858). within a period which could as well be ten days as twenty or thirty of more days from the time Valdes should put at the plaintiff's disposal to be inspected. . such payment would‚have to be made at the time of the delivery of the thing sold. 5000. with respect to the payment of the price therof. but that on the contrary it coincided therewith. in no manner modified the option or offer of sale contained in the document Exhibit E. 1912. 1912. he must give notice to the other party.) In order that an acceptance of proposition may be operative it must be unequivocal. had he purchased it. and the plaintiff should find them satisfactory and the proper deed of conveyance should. if this was required by Exhibit E. In order that such a proposal might have the force of a contract. the said property. also in holding that a payment made on or before March 4. as the conditions for the payment had not –been discussed. and the accepted offer thereupon becomes a valid and binding contract. . Henshaw. 1912. 1871. and the option is at an end. payment was to be made in cash on exhibition of the documents.) . and from that time they are binding. 1912. finally. (Art. a period which expired. p.) Contracts are perfected by mere consent. dated December 4. (words and Phrases. it coincided with it. on the contrary. vs. 46 Mo. because there at no time exists the requisite mutual assent to the same thing in the same senses. (Art. and the time that payment would be made not having been fixed in the said document Exhibit E. and the plaintiff himself. and were postponed until some other later day. An absolute acceptance of a proposal. . or until March 4. of the same code. citing McMillan vs. March 4. from December 4. The lower court in the judgment appealed from says that as the document Exhibit E. or departure from. on the execution of the proper deed of sale of the property in his favor. for example) the result would be that the proper deed of sale being consequently executed in his favor on the said date of January 19. will not be regarded as a complete contract. 4 Wheaton. (Bruner et al. if Borck purchased it on any date prior to March 4. among other requisites. although there still might have been lacking one or two months of the three months' period of the said option. It is true that the period granted by the defendant Valdes to the plaintiff for purchasing the property. of the Nagtajan Hacienda. the execution of the deed of sale is equivalent to the delivery of the thing which is the object of the contract. dated December 4. within which to make the purchase. and the lower court erred in holding that the plaintiff Borck's letter.Wheaton. Such proposal or offer was an expression of the will only of the defendant Valdes. and as in the letter Exhibit G. an offer of sale or a proposal of sale on the partof the defendant Valdes to the plaintiff Borck. In short. but not because this period expired on March 4. This is the payment in cash to which the law refers in the sale of real estate in cases where the time for making payment has not been fixed.. unless the same be agreed to by the person who made it. required the payment to be made in cash. for only thus may the indispensable consent of the parties exist for the perfection of the contract. it not being lawful to alter. in accordance with article 1462 of the same code. but as.) An option is an unaccepted offer. 1258. Exhibit E. the owner is no longer bound by his offer. first within the period of five months from December 4. it is impossible to confound the period of the option granted to the plaintiff Borck for the purchase of the Nagtajan Hacienda. the last day of the said three months. those terms. of September 26. it is seen that in the said documents the plaintiff Borck offered to pay to the defendant Valdes the said price.) An offer of a bargain by one person to another. If an acceptance is not made within the time fixed. it was necessary that the plaintiff Borck's will should have been expressed in harmony with all the terms of the said proposal. gave the plaintiff a three months' option for the purchase of the property. 1. unconditional. 6. imposes no obligation upon the former. as we have before said. the document Exhibit E. not only with regard to the fulfillment of what has been expressly stipulated. 1911. use. 159 Pa. Exhibit G. there is consent of the contracting parties. what amounts to the same thing. and. invalidates the offer.) Promises are binding in just so far as they are accepted in the explicit terms in which they are made. this necessarily allowed the plaintiff them for the payment until this last date. Civil Code. or. in stating that the payment would be made on or before March 4. may it be understood that the defendant granted to the plaintiff the period for payment until the very last day. vs. according to the terms in which the offer was made. It is therefore evident was not fixed therein. and law. because.‚the time during which the plaintiff Borck could make use of the power or the right granted by him by Valdes to arrange for the purchase of. 1911.. of the date of January 19. Any qualification or. the payment would not be in cash if it were not made on the same 19th day of January. The letter of December 4. the court adding. he was to pay the price at the very moment the said deed was executed.. 1912. 1912. . therefore. afterwards within the terms of three months from the same date of December 4. 142. or the offer of sale of the said hacienda defendant made to the plaintiff. If the holder does so elect. in no manner could this have modified the option. the plaintiff said that he would pay before the expiration of the said period. are in accordance with good faith. 1911. the property would have been delivered to his. 1911. be executed in his favor by Valdes. pursuant to article 1500 of the Civil Code. was three months from December 4. that a payment made on or before the 4th of March would have been a payment in cash. Consent is shown by the concurrence of the offer and the acceptance of the thing and the cause which are to constitute the contract. rather. and to purchase in fact. in consequence thereof. against the will of the promisor. and not an "immediate and cash" payment. Borck. unless it be accepted by the latter. of November 25. (Decision of the same court. as aforesaid. 1261. 1911. 1912. Civil Code. Philadelphia Co. of the date of January 19. vol. 1912. coupled with any qualification or condition. (Art. 363. so understood when he stated in his testimony. to make the payment he did not have a single day after the date on which the proper deed of sale would have been executed in his favor. 1912. according to their character. 1912.

19 and 23. or of the administrators of the estate left by Legarda at his death which occurred during the course of these proceedings. finally. the said offer became null and void. So that there was no concurrence of the offer and the acceptance as to one of the conditions related to the cause of the contract. or the option of purchase granted by the former to the latter.) and the lower court did not err in not taking that testimony into consideration in his judgment. JJ. in accordance with the provision of law and the principles laid down in the decisions above cited. therefore. G. J. and the offer of payment was equivocal inasmuch as. consequently. and the person who accepted it. the acceptance of the said proposal on Borck's part was not unequivocal and without variance of any sort between it and the proposal. furthermore. For the foregoing reasons the judgment appealed from is reversed and we absolve the defendants from the complaint. which is wholly in accordance with the terms of the said offer. and also as the terms of the option granted by Valdes to Borck.As already seen while we were considering the documents Exhibits F. it was made to depend on certain acts as a basis for fixing the period in which the said payment should have to be made. or the option of purchase given him in document Exhibit E by the defendant Valdes. in consequence thereof. as the plaintiff made the said documents an integral part of the complaint as the grounds thereof. for the assessed valuation of the same. the pronouncement made in that judgment was founded. the plaintiff Borck accepted the offer of sale made to hi. therefore. in view of the terms in which the payment was offered by Borck in his said letters of January 17. In conclusion. J. in the first two letters. by reason of the lack of the mutual assent of the parties concerned therein. of the Nagtajan Hacienda belonging to Benito Legarda. within a period limited in those letters. and also a provided by law. within the period of three months from the same date. 1912. in the second. J. there was variance from the moment in which according to said terms. Valdes'. No special finding is made with respect to those of this second instance. The costs of the first instance shall be imposed upon the plaintiff. within an indefinite period which could as well be ten days as twenty or thirty or more. Likewise the evidence presented by the defendant Valdes in an endeavor to prove that said offer of sale was obtained from him by the plaintiff Borck by means of fraud and deceit. to sell and convey all kinds of real estate at such prices and on such conditions as Valdes might deem proper. Arellano. to wit. in the other two documents. in short. as the offer of sale of the Nagtajan Hacienda. with respect to the Nagtajan Hacienda. Valdes. because. in the same sense with respect to the form of payment. Proc. the form of payment. 1911. in which it was made. Code Civ. the other defendant. and. or of the offer of sale made by the former to the latter in the document Exhibit E. So ordered. the form in which the payment should be made. a copy of which was attached to the complaint. or.. respectively. and Borck deviated from the terms of the proposition with regard to the form of payment and the record does not show that Valdes assented to such variance. in finding otherwise in the three conclusions of law contained in the judgment appealed from which were mentioned at the beginning of this decision and on which. evident that. and K. C. It is. As the power of attorney conferred by Benito Legarda upon Benito Valdes was explicit and positive. the deed of conveyance should have been executed in his favor by the defendant Valdes. was not converted into a perfect and binding contract for the. the testimony introduced by the defendant Valdes to prove that said offer of sale made by him to Borck was subject to the approval of his. The expression of Borck's will was not in accordance with all the terms of Valdes' proposal. and whose names appear at the beginning of this decision. the plaintiff Borck made the offer to pay the said price. G. nor. to with. there was no mutual conformity between the person who made the proposal or offer. Exhibit E. G. Consequently the trial court did not err by making no finding in the judgment on those two points. Legarda. in the first of them. and. or the option of purchase thereof granted by the former to the latter by the letter of December 4. concur. for the reason that the time was not fixed in said offer or option when the payment should be made in the aforesaid four documents Exhibits F. that is. principal was improper (sections 103 and 285. Torres and Johnson. was not binding upon the defendants Valdes and Legarda or the plaintiff Borck. of the Nagtajan Hacienda. and that as Valdes did not assent to the modification introduced by Borck in the offer of sale made by this defendant in regard to one of its terms. are clear. in the document Exhibit E. there can be no obligation demandable in law by virtue of the stipulations contained in said document. and the action prosecuted by the plaintiff for that purpose in these proceedings in improper. the latter's promise was not accepted by the former in the specific terms. and K. the fulfillment of that offer. what amounts to the same thing. finally. Borck. as the plaintiff Borck himself admitted and the defendant Valdes positively stated in his testimony. and finally. any indemnity whatever for such nonfulfillment. was improper. according to the document Exhibit A. consequently. The lower court erred. by the last two letters. counting from the date when the muniments of title relative to the said hacienda should have been placed at his disposal to be inspected and he should have found them satisfactory and.J. while this payment was to be paid in cash. made by Valdes to Borck. and. the proposal or offer of sale made by the defendant Valdes to the plaintiff Borck. Exhibits F. under which the offer or the option was made for. Borck has no right to demand of the defendant Valdes and of the latter's principal. but his acceptance was not in accordance with the condition with regard to the payment of the price of the property. the payment of the price should be made on or before the 1st of May and on or before the 3d of March. than. and K. did not constitute a perfect contract and.. 1911. within the period of five months from December 14. .

Inc. plus the sum of P2. judgment is hereby rendered in favor of the plaintiff and against the defendants. Venturanza) the sum of P10.HOLDING THAT FLORENCIA CRONICO OBTAINED. pp. versus J. substituted by Lucille E. 1962 BY MEANS OF IRREGULAR AND PREMATURE DELIVERY. No. Mendoza & Papa for appellee J. 3-Company) AND HENCE MAY NOT BRING SUIT TO ANNUL THE SAME.. under the same terms and conditions of their offer to the plaintiffs as contained in the letter of Gregorio Araneta. substituted by LUCILLE E. e) Ordering defendants. Tuason & Co. executed by defendant corporation in favor of its co. Florencia Cronico substituted by Lucille E. Venturanza) the sum of P160. 1977 FLORENCIA CRONICO. Ramirez appealed to the Court of Appeals which promulgated its decision on April 21. (Rollo." the Court of First Instance of Rizal. Lucille E. Quezon City. INC. the dispositive part of which reads: IN VIEW OF THE FOREGOING.. M.. c) Declaring as cancelled any and all transfer certificates of title that might have been issued in favor of defendant Ramirez over said Lot No.G. as attorney's fees. 22. VENTURANZA. 1962 (Exh.00 every month thereafter until the lot in question is sold and delivered to plaintiff (Dr.. 44479R. 1969.. Tuason & Co. Block 461 of the Sta. J: In Civil Case No. 10879 Exhibit 3-company. as follows: a) Declaring the Contract to Sell No. H) or under the same terms given to defendant Ramirez. J. representative of J. L-35272 August 26.000. No. p.1962. plaintiff. M. Ramirez. 49-50) The defendants J. respondents-appellees. Mesa Heights Subdivision. IV THE HONORABLE COURT OF APPEALS ERRED IN REVERSING THE TRIAL COURT AND DISMISSING THE COMPLAINT.00. to pay plaintiff (Dr.000. M. and Claudio R. b) Ordering the defendant-corporations to execute a Contract to Sell in favor of the substituted plaintiff Dr. Lucille E.000. Decision in CA-G. Leonardo Abola for appellee Caludio R. Antonio B. Lucille E. 1968.. Tuason & Co. RAMIREZ. as NULL and VOID. d) Ordering the defendants. as damages representing the rents derived from the property in question up to December 2. represented by Gregorio Araneta. jointly and severally. Inc. Venturanza. defendants..R. Alcera for appellant. Inc. f) To pay the costs. Inc. 69. jointly and severally. and Claudio Ramirez... rendered its decision dated January 25. Q-6363 entitled "Florencia Cronies. filed with this Court a petition for certiorari to review the decision of the Court of Appeals * assigning the following errors: I THE HONORABLE COURT OF APPEALS ERRED IN. Joint Record on Appeal. . TUASON & CO. p.defendant Ramirez on April 2. Araneta. M. M. Branch IV. II THE HONORABLE COURT OF APPEALS ERRED IN HOLDING THAT THE RECORDS DO NOT SHOW THAT DEFENDANT COMPANY'S LETTER-OFFER OR UNILATERAL PROMISE TO SELL W AS SUPPORTED BY A CONSIDERATION OTHER THAN THE SELLING PRICE. Inc.. vs. January 25. Tuason & Co. Inc. III THE HONORABLE COURT OF APPEALS ERRED IN HOLDING THAT PLAINTIFF CRONICO IS NOT PRINCIPALLY NOR SUBSIDIARILY OBLIGED UNDER THE CONTRACT TO SELL (EXH. R. 1969. p. petitionerappellant. 31. 19) The plaintiff. THE DEFENDANT COMPANY'S LETTER-OFFER TO HER DATED MARCH 20. s/t WALFRIDO DE LOS ANGELES J u d g e (Rollo. to pay the plaintiff (Dr. Philippines. Venturanza). Venturanza. and CLAUDIO R. FERNANDEZ. 1972 reversing the judgment appealed from and dismissing the complaint with costs against the plaintiff-appellee. Venturanza over Lot 22. IT IS SO ORDERED Quezon City. to Florencia Cronico of March 20.00.

Quezon City and embraced by Transfer Certificate of Title No. located at the Northwestern corner of Quezon Boulevard and Gregorio Araneta. Venturanza went directly to the office of Gregorio Araneta Inc. 1962. about the intended sale. and Claudio Ramirez. 1962. They personally talked to Benjamin F. 22. appellant Ramirez presented his letter to the appellant company confirming his verbal acceptance of the terms and conditions in connection with the sale. 1962. Godofredo Asuncion in behalf of Florencia Cronies requesting that the lot subject of litigation be 'sold to her. This triggered the instant suit. however. She tendered a check to cover the down payment which was. the appellant company's attorney-in-fact. On April 2. Jose E. 1962.. In March. 22. With this information.00 to cover the down payment for the lot. 1-2) The facts. Manager of the Real Estate Department of Gregorio Araneta. Since she had no money. In the first week of March. They were Bonifacio Chung and Angeles Henson. 49235 of the registry of Deeds of said city. he filed a motion to dismiss on the ground that the complaint states no cause of action against him. defendant-appellant Claudio Ramirez also learned that the lot in question was being sold by the appellant company. Tuason & Co. They were dropped in the Manila Post Office at 11:00 in the morning of March 21. representing J. Meanwhile. Block 461. The occupants thereof who also had priority rights to buy the land informed Claudio Ramirez. the reply letter of the appellant company dated March 20. filed its answer to the complaint with cross claim against its co-defendant Claudio Ramirez and Luisa Patangco. subsequently lost their interest in said lot. the appellant company received a letter from Atty. Tuason & Co. hereinafter referred to as appellant company was the registered owner of Lot No.1962.. On March 8. are: Appellant J. On April 28. On April 4. and presented the letter to Benjamin Bautista. Two others intimated their desire to buying the lot. Sta.. M. 1962. Both. He advised plaintiff Cronies that it is Gregorio Araneta II who would decide whose offer to buy may be accepts after the appellant company receives the registry return cards attached to the registered letters sent to the offerors. Mesa Heights Subdivision. Head of the Real Estate Department of said company. After she got the letter. . proposing to buy Lot No. Sta. the J. and Claudio R. It so happened that plaintiff Cronico went to the appellant company's office on March 21. However. Venturanza to issue a check in the amount of P33.896.m. Manila. On March 22. plaintiff Cronico and defendant. the price and other terms and conditions of the contract to sell. 1962. The request was favorably considered. Venturanza went to the post office in Manila and she was able to get the letter at about 3:30 in the afternoon of the same date.appellant Ramirez sent separate individual letters to appellant company wherein they expressed their desire to purchase the land and requested information concerning the area. Benjamin Bautista advised appellant Ramirez to wait for the decision of Gregorio Araneta II. Florencia Cronico exhibited certain documents showing her priority rights to buy the lot. plaintiff Florencia Cronico lodged in the Court of First Instance of Rizal (Quezon City Branch) a complaint against the defendants-appellants J.. The motion to dismiss was denied. On the part of defendant Claudio Ramirez. Juanita Semilla and Pedro Fernandez. So Claudio Ramirez filed his answer reiterating in his affirmative defenses that since the plaintiff-appellee is not a party to the contract to sell executed by him and the defendant company. Tuason & Co. Gregorio Araneta.74. plaintiff Cronies requested Mary E. 1962 by registered mail. Appellant Ramirez proceeded to the office of Benjamin Bautista in the same morning stating that he accepted the conditions stated in the appellant company's letter. pp.. Inc. On May 30. Tuason & Co. Inc. wherein it stated that Lot 22. and she was informed that the reply letter of the appellant company to prospective buyers of the same lot had been mailed. plaintiff Cronies and Mary E. 22. 1962. who were the occupants of the said Lot No. Inc. was available for sale under the conditions therein set forth and that the said lot was being offered for sale on a first come first serve basis. plaintiff Florencia Cronico offered to buy the lot from the appellant company with the help of Mary E. Atty. 1962. Benjamin Bautista did not accept the cheek. 1962.572. Mesa Heights Subdivision. Inc. as found by the Court of Appeals. p. however. plaintiff Florencia Cronico has no right whatsoever to demand the annulment of said contract. The next day.572 was enclosed in the letter to cover the down payment for said lot. Block 461. According to Claudio Ramirez such action to annul a deed of sale can not prosper against third persons as they are not principally or subsidiarily obligated thereby. Petitioner's Brief. March. Inc. M. Quezon City. In the same month. 22 expressed their willingness to waive their rights although-Pedro Fernandez reserved a condition that a small portion of the land whereon his house stands be sold to him. plaintiff Cronies and Mary E.00 subject to the terms and conditions therein set forth. He contends that the action for the annulment of contract may only be instituted by those who are parties thereto or those who are thereby obliged principally or subsidiarily. 1962. the appellant company sent a letter to the plaintiff-appellee informing her that it had decided to sell the lot in question to appellant Ramirez. Bautista. She was required to present proofs to show her rights to the lot. the appellant company sent separate reply letters to prospective buyers including plaintiff Cronies and defendant-appellant Ramirez. A check in the amount of P33. March 23. 1962. Ramirez executed a contract to sell whereby the appellant company agreed to sell to appellant Ramirez the lot in question for a total price of P167. On March 20. Patangco in behalf of appellant Ramirez wrote the appellant company requesting the early execution of the proper contract to sell over Lot No. appellant Ramirez received from the post office at San Francisco del Monte.(Rollo. M. between 10:00 and 11:00 a. returned. On March 31. 1962. 1962. Escolta. Venturanza. M. on March 27. 1962. The main purpose of the said suit is to annul and set aside the contract to sell executed by and between appellant company and appellant Ramirez.

that Clause Seventh of the Compromise Agreement constitutes a valid consideration of the promise to sell apart from the selling price. Florencia Cronico to purchase the land in question was not raised as an issue in the answer of the defendant company and was developed as an afterthought during the trial. M. the rule of the fittest and without lawlessness should govern. the promise of the respondent company to sell the lot in question to the petitioner. The petitioner took delivery of the registered letter addressed to her at the entry section of the Manila post office. 42. Florencia Cronico. 372-373) The petitioner. did not have the capability to pay and that she acted only as a mere front of the Venturanzas. the act of the petitioner in taking delivery of her letter at the entry section of the Manila post office without waiting for said letter to be delivered to her in due course of mail is a violation of the "first come first served" condition imposed by the respondent J. Claudio R. Lucille E. As correctly pointed out by the Court of Appeals. In order that a unilateral promise may be binding upon the promisor. Inc. the promisee can not compel the promisor to comply with the promise. 21) The petitioner also averred that the capability of the plaintiff. The respondent.12) The Court of Appeals entertained serious doubts as to the financial capability of petitioner Florencia Cronico to purchase the property because she was receiving only the amount of P150. p. Lucille E. the petitioner contends that "No less than the chief of the general service section of the Manila post office. speaking on the regularity of plaintiff Cronico's receipt of the letter. Inc. Claudio R. (Sanchez vs.. Decision of the Court of Appeal p. Decision of Court of Appeals. it appears that the Compromise Agreement upon which the petitioner Cronico predicates her right to buy the lot in question has been rescinded and set aside. The court granted the substitution of the party plaintiff by Dr. The promisee has the burden of proving such consideration." (Rollo. Exhibit R-1. Tuason & Co. (Deudor vs. the respondent company wrote said petitioner that it had decided to sell the lot in question to the respondent Ramirez. Petitioner's Brief. 1962 stating that Lot 22. Gaspar Bautista. Accordingly. vs. it was Mary E. Venturanza. Inc. Florencia cronico was substituted by her assignee Lucille E. 74. Venturanza. In view of the foregoing circumstances. M. realtors are given the right to choose their buyers so as to avoid delinquent payments of monthly installments which may result in costly court litigations. et al. The petitioner then argues that since Clause Seventh of the Compromise Agreement between the respondent company and the Deudors. the manner by which the offerees were to receive their letters was not announced by the offeror to the contestant such that they could not be bound thereby. as stated above. p. Claudio R.On November 19. confirmed in writing his verbal acceptance of the terms and conditions of the sale of the lot in question. . Florencia Cronies. Godofredo Asuncion in behalf of petitioner. acting through Gregorio Araneta Inc. plaintiff together with Dr. And that "Anyway. 31. 1962. Hence. come. p. proceeded to the office of Benjamin Bautista on the same date and manifested that he was accepting the conditions stated in the respondent company's letter. testified before the trial court that the means by which plaintiff Cronico received her letter is very regular. obligated the respondent company to sell to the buyers of the Deudors 'listed in Annex B thereof. arguendo. 1968. plaintiff-appellee falls short of the yardstick." (Rollo. 18). Mesa Heights Subdivision by virtue of a deed of assignment she executed on July 5. Tuason & Co. she had violated the condition of "first.M. Venturanza as the former had transferred to the latter whatever rights and interests which she may have over Lot 22. The respondent. 74. and Juan Ramos was the purchaser of the lot from Pedro Deudor with such right to buy from the defendant company under a new contract with the latter. 1962. 1962 at 11:00 o'clock in the morning. Tuason & Co. Florencia Cronico upon being tipped by Benjamin Bautista. 1968. Civil Code of the Philippines. it was only on March 27. has not established the existence of a consideration distinct from the price of the lot in question. we concur in the finding of the Court of Appeals that "Viewing the case from the standpoint of regularity of notice. requesting that the lot subject of litigation be sold to her. While this procedure may be tolerated by the postal authorities. 1962 in the morning the reply letter of the respondent company dated March 20. Sanvictores 4 SCRA 123. that the reply letters of the appellant company were already placed in the mails on March 21. the said petitioner had established the onerous cause or consideration apart from the selling price of the lot. daughter of Mary E. It is apparent that petitioner. 1962 that the respondent company received a letter from counsel of the petitioner requesting that the lot subject of this litigation be sold to her. p. Venturanza who drew the check in the amount of P33. Lucille E. Block 461. It was only on March 27. immediately went to the Manila post office and claimed the registered letter addressed to her without waiting for the ordinary course for registered mails to be delivered." (Rollo. The petitioner cannot claim that she had accepted the promise before it was withdrawn because. J. Florencia Cronico has no consideration separate from the selling price of said lot. 1962. Venturanza. Florencia Cronies. p. 2 SCRA 129 and J. first served" Moreover. 1962 that the respondent company received a letter from Atty.. pp. Rigos. received on March 22. 126) Hence. had on March 23. Sta. head of the Real Estate Department of Gregorio Araneta Inc. Ramirez. On March 23. Florencia Cronico that the promise to sell is supported by a consideration as to her because she had established her link as successor of Gregorio Venturanza who bought the lot from Juan Ramos who in turn acquired said lot from Pedro Deudor. Mesa Heights Subdivision was available for sale under the conditions set forth on the basis of "first come first served". Article 1479. when petitioner Cronico tried to pay the down payment for the purchase of the land. The enclosed cheek to cover the down payment was returned to petitioner Cronico and on April 4. It is also to be noted that in the trial court. respondent Ramirez presented his letter to the respondent company confirming his verbal acceptance of the terms and conditions in connection with the sale. Petitioner's Brief. Ramirez.00 a month as her salary from her employment and there was no showing that she had sources of income other than her job. In fact.. and that was Cronies who proved her diligence and resourcefullness over Claudio Ramirez..572. p. requires the concurrence of the condition that the promise be "supported by a consideration distinct from the price. 1. Block 261. Venturanza filed a motion for substitution for party plaintiff whereby plaintiff Florencia Cronico expressed her willingness to be substituted by Dr. The respondent. (Rollo. Ramirez. The contention of petitioner.71) Anent the first error assigned. 45 SCRA 368.. unless the former establishes the existence of said distinct consideration. Granting.00 which was rejected by the respondent company. It is a fact that the petitioner. Sta.

Her so-called acceptance has no effect because she violated the condition of "first come. No. SO ORDERED. 74. . Neither does it impose any obligation arising from the contract that may be enforced by any of the parties thereto against the petitioner. p. In view of all the foregoing. The said stipulation is for the benefit of the respondent company.R. The contention of the petitioner that she has become the obligee or creditor of the respondent company because she was the first to comply with the terms of the letter-offer has no merit. pp. Ramirez. (Rollo. 31-32) The foregoing clause cannot ' by any stretch of the imagination be considered as a clause "pour autrui" or for the benefit of the petitioner.The petitioner maintains that the contract to sell (Exhibit 3) executed by the respondent company in favor of the respondent. the decision of the Court of Appeals in CA-G. first served" by taking delivery of the reply letter of the respondent company in the entry section of the Manila post office and of the fact that her formal letter of acceptance was only received by the respondent company on March 27. which reads: b) that the buyer Claudio Ramirez has been fully informed by the company of all the circumstances relative to the offer of Florencia Cronico to buy said lot and that he agrees and binds himself to hold the company absolutely free and harmless from all claims and damages to said Florencia Cronico in connection with this sale of the lot to him. The stipulation does not confer any right arising from the contract that may be enforced by the petitioner against any of the parties thereto. 44479-R is hereby affirmed. Petitioner's Brief. contains a stipulation for her benefit. we find that the Court of Appeals has not committed any of the errors assigned in the brief of the petitioner. WHEREFORE. without pronouncement as to costs. The petitioner is not "obliged principally or subsidiarily" by the contract to sell executed between the respondent company and the respondent Claudio R. Claudio R. Ramirez. 1962.

to prevent its execution. the presumption that if their testimony were produced. THE INTERMEDIATE APPELLATE COURT. 1977. Rules of Court. reversed the decision of the then Court of First Instance of Pangasinan.945. 1979 which registration date is the effective date of the confirmation of the sale which cuts off redemption. 5 (d). Petitioners. Petitioners failed to pay the loan on due date. Jing Zarate and Mr. AND THE PROVINCIAL SHERIFF EX-OFFICIO OF PANGASINAN. A certificate of sale was executed in its favor by the sheriff and the same was registered with the Office of the Register of Deeds on 29 January 1975.-G. loan clerk. it is difficult to believe that the plaintiffs who are personally known to the president and manager herself. the plaintiffs made no such offer during the redemption period.000. The case was docketed as Civil Case No. Bitty G. Such extension of nearly 3 years strengthens the plaintiffs' claim that indeed. a copy of which was furnished the petitioners by registered mail. which petitioners later opposed on the ground that they had consigned the redemption money of P4. Viliran for Rural Bank of Aguilar. While the plaintiff testified that the tender was made to Mr. But it did not. Rule 131. it would be adverse to the defendant bank under Sec.C. However. the plaintiffs were not given a specific time to pay and redeem but were given by the President and Manager of the bank such time when their means permit them to do so. The plaintiffs' evidence has shown that there was an agreement between them and the defendant bank through its personnel and its president and manager. acting as its agents to extend the period for redemption for the plaintiffs. the Sheriff's Certificate of Final sale was only executed on February 15. respondents. Inc. petitioners filed with this Court the instant petition to seek reversal thereof. 73573 May 23. vs. The court rejected the opposition and issued the writ of possession. there was an agreement to extend the redemption date.11. Lim 50 Phil. however.. respectively. expressly provided that the redemption period shall be two years from the registration thereof.R. Rosario. in its Decision of 1 December 1981. claimed that they were granted by respondent bank an extension of the redemption period. and Mr. INC.00 on 12 December 1979. Benzon for private respondents. Salgado. JR.000. However. 1977 and registered only on November 14. 2 The following facts are not disputed: On 12 October 1970 petitioners executed a real estate mortgage in favor of respondent bank as security for a loan of P2.G. which provides: Art. In their complaint petitioners alleged that the final deed of sale was prematurely issued since they were granted an extension of time to redeem the property. 15573 which was raffled to Branch II thereof.00. but the latter denied it. They submit one principal issue: whether or not the conclusion drawn by the Intermediate Appellate Court from proven facts is correct. However. On 22 November 1979 respondent bank file a petition for a writ of possession. Cabigao vs. the very evidence of the defendant bank shows that there was indeed an extension of the period to redeem the property. This created an obligation with a period under Art. made the following findings and conclusion: xxx xxx xxx From the bank's evidence. THE RURAL BANK OF AGUILAR. 1975 was 2 years. of 1 December 1981 in Civil Case No. The bank applied for the extrajudicial foreclosure of the mortgage. Jose P. Furthermore. 1180 of the Civil Code of the Philippines. Since no redemption was made by petitioners within the two-year period. would apply. and denied the motion for the reconsideration of the 4 June 1985 decision. No. petitioners. J. petitioners instituted with the then Court of . 69539 1 which. First Instance of Pangasinan a complaint against respondent bank and the Ex-Officio Provincial Sheriff for the annulment of the aforementioned final deed of sale and for the issuance of a writ of preliminary injunction. the defendant bank should have presented evidence rebutting the plaintiffs' evidence.:p Unsatisfied with the decision of 4 June 1985 and the resolution of 23 December 1985 of the then Intermediate Appellate Court (IAC) in A. If indeed. Branch II. which expired on 29 January 1977. The presumption is that they exercised ordinary care of their concerns (Sc. In resolving the issue of extension of the redemption period. would not have made any move or offer to redeem the property within the redemption period. Villamor for petitioners. and from whom she had to hire trucks. 15573. The statutory period of redemption granted the mortgagor in the certificate of sale registered on January 29. 1180. 1991 SPOUSES TRINIDAD AND EPIFANIO NATINO. At the foreclosure sale on 11 December 1974 the respondent bank was the highest and winning bidder with a bid of P2. The period should have terminated on January 29. When the debtor binds himself to pay when his means permit him to do so. the sheriff issued a Final Deed of Sale on 15 February 1977. the trial court. none of them were presented to rebut plaintiffs' evidence. Hence.R. Oscar A. 844). the obligation shall be DAVIDE. Madrid. The certificate of sale. CV No. Acting Manager of the Bank and also board members Dr. 5(e) Rule 131 of the Rules of Court.

(Inigo vs. The period of redemption may be extended by the parties under special circumstances (Lichauco vs." None of the inhibitions enumerated are present in this case.deemed to be one with a period. -IITHE LOWER COURT ERRED IN HOLDING THAT THE APPELLANTS GRANTED THE APPELLEES AN EXTENSION OF THE PERIOD FOR THE REDEMPTION OF THE PROPERTY WHICH WAS SOLD DURING THE FORECLOSURE SALE. 69539. morals or good customs or prejudicial to a third person with a right recognized by law. not to those either totally or partially performed. (c) order petitioners to pay the respondent bank. Olegario. CV No. (d) order the Bank to receive and credit the petitioners with such amounts. 540. together with any amount representing assessment or taxes which the bank may have paid after 11 December 1974.945.11. -VTHE LOWER COURT ERRED IN NOT REJECTING THE TESTIMONY OF PLAINTIFF-APPELLEE ON THE ALLEGED EXTENSION OF THE REDEMPTION PERIOD INASMUCH AS IT IS NOT IN A PUBLIC DOCUMENT OR AT LEAST IN AN AUTHENTIC WRITING. unless the waiver is contrary to the public order. under Article 1197 for the Court to fix the term in order that the condition may be fulfilled. 4 Respondent bank appealed from said Decision to the then Intermediate Appellate Court which docketed the appeal as C. 218). Any action to recover before this is done is considered premature (Patents vs. restore petitioners to the property and to deliver to them a certificate of redemption.00 as attorney's fees and the costs.000.-G. with interest thereon at 1% per month up to 14 December 1979. If therefore became necessary. BUT EVEN BY THE IMPORT OF PLAINTIFF-APPELLEES' TESTIMONY. 21 SCRA 246). since the right of the mortgagee to demand compliance within the 2 year period of redemption maybe waived. that which concerns the period of redemption. "contracts are perfected by mere consent. 1979. In this case. for they had already promised payment. Land Tenure Administration. In support of its appeal. with 1% interest per month from 11 December 1974 to 14 December 1979. and 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. only applies to executory contracts. may be in keeping with good faith. Not being in order. WERE MADE ONLY AFTER THE EXECUTION OF THE DEED OF FINAL SALE BY THE SHERIFF. This the parties may do. . BUT IS EVEN CONTRARY TO THE IMPORT OF HIS DECLARATIONS AND ADMISSIONS MADE IN OPEN COURT. the action of the defendant bank in securing the Sheriffs Final Sale prior to the fixing of the period within which the plaintiffs had to pay was not in order by reason of the extension of the period of redemption without a term." The defendant's claim that the agreement must be in writing citing the ruling in the case of Pornellosa vs. Omega. subject to the provisions of Article 1197. 43 Phil. (b) fix the period of redemption to ninety (90) days from receipt of the decision by petitioners. dated 15 February 1977 and its registration of 17 March 1979. decreed to (a) annul the Sheriffs Final Deed of Sale. This does not mean that the condition was exclusively dependent of the will of the plaintiffs. public policy.A. WHICH IS NOT ONLY UNCORROBORATED. 3 and on the basis thereof. the purchase price. the bank had already partially performed its obligation thereunder by extending the period redemption from January 29. That agreement or contract entered into between the President and Manager of the bank was not in writing is of no moment since under Article 1315 of the Civil Code. Hence.R. -IVTHE LOWER COURT ERRED IN NOT REJECTING THE TESTIMONY OF PLAINTIFF-APPELLEE WHICH DID NOT PROVE AN OFFER TO REDEEM WITHIN THE REGLEMENTARY PERIOD IN AN AUTHENTIC MANNER AS REQUIRED BY THE LAW. 1 SCRA 375. AS AGAINST THE TESTIMONY OF THE APPELLANTS' WITNESS WHICH IS CORROBORATED. 1977 to November 14. respondent bank assigned the following errors: -ITHE LOWER COURT ERRED IN NOT HOLDING THAT THE OFFERS BY THE APPELLEES TO THE APPELLANTS WERE MADE AFTER THE PERIOD OF REDEMPTION HAD ALREADY EXPIRED AND AS A MATTER OF FACT. the period for redemption by the plaintiffs still exists but has to be set. 93 Phil. -IIITHE LOWER COURT ERRED IN HOLDING THAT THE PREPONDERANCE OF EVIDENCE FAVORS THE APPELLEES DESPITE THE FACT THAT THE ONLY EVIDENCE PRESENTED BY THEM IS THE SOLE TESTIMONY OF EPIFANIO NATINO. usage and law. The agreement does not novate the original contract of mortgage but only changes one of its conditions. Estate of Maloto. RULES AND JURISPRUDENCE. NOT ONLY BY DOCUMENTARY EVIDENCE. and to pay petitioners the sum of P2. 542). within ninety (90) days from receipt of the decision the amount of P2.

638) Re the first error— THE LOWER COURT ERRED IN NOT HOLDING THAT THE OFFERS BY THE APPELLEES TO THE APPELLANTS WERE MADE AFTER THE PERIOD OF REDEMPTION HAD ALREADY EXPIRED AND AS A MATTER OF FACT. although not necessarily requiring a reversal. It will take better proofs than appellees' mere declaration for the Court to believe that they had tendered the redemption money within the redemption period which was refused by the bank. the property already belongs to him as owner.00. the correlative duty of the mortgagor is clear: he must deposit the money with the sheriff. And should there be refusal. WERE MADE ONLY AFTER THE EXECUTION OF THE DEED OF FINAL SALE BY THE SHERIFF. the purchaser at public auction is bound to accept redemption. cited in Francisco. AS TESTIFIED BY THE PLAINTIFF-APPELLEE. imposes no such obligation. THE LOWER COURT ERRED IN NOT HOLDING THAT ONLY THE ACTION BY THE BOARD OF DIRECTORS OF THE BANK CAN BIND THE LATTER. After expiry. Repurchase however of foreclosed property. -VIIITHE LOWER COURT ERRED IN HOLDING THAT THE EXECUTION OF THE DEED OF FINAL SALE WAS NOT IN ORDER AND IN HOLDING THAT THE APPELLEES MAY STILL REDEEM THE PROPERTY BY PAYING THE PURCHASE PRICE PLUS 1% INTEREST PER MONTH. 1979. he is not bound by the bid price. and its exercise after the period is not really one of redemption but a repurchase. CONSEQUENTLY. BOTH OF WHICH HAS NO RELEVANCE OR MATERIALITY TO THE CASE AT BAR. 1977 when the sheriffs certificate of sale was registered and after sheriff's final sale which was registered on November 14. All that was shown by way of compliance was the deposit made with the Clerk of Court of the sum of P4. to accept tender of redemption money. the Revised Rules of Court Civil Procedure. for after all.-VITHE LOWER COURT ERRED IN APPLYING ARTICLES 1180 AND 1197 OF THE CIVIL CODE. DESPITE THE LAPSE OF THE PERIOD OF REDEMPTION. The evidence does not show that appellees complied with this duty. The lower court correctly ruled against any validity to it. but any doubt entertained by the appellate court as to what disposition should be made of the case will be resolved against the appellee (4 CJS 1832. it is clear that the late deposit was utilized to defeat the bank's vested right which it sought to enforce by its petition for a writ of possession. But before going into their merits We must take note of the failure of the appellees to file their brief. This brings Us to the second error— THE LOWER COURT ERRED IN HOLDING THAT THE APPELLANTS GRANTED THE APPELLEES AN EXTENSION OF THE PERIOD FOR THE . There would have been no valid reason for a refusal. generally. warranting. it is entirely within his discretion to set a higher price. And. or after the redemption period of two (2) years from January 29. THE LOWER COURT ERRED IN HOLDING THAT SUCH OFFICERS ACTED AS AGENTS OF THE APPELLANT-BANK. after redemption period. as appellees. 5 Herein petitioners. In its Decision of 4 June 1985.000. -IXTHE LOWER COURT ERRED IN NOT DECIDING THE CASE IN FAVOR OF THE APPELLANTS AND CONSEQUENTLY ERRED IN NOT AWARDING DAMAGES TO THE APPELLANTS HEREIN. appellee's failure to file brief is considered as equivalent to a confession of error. Distinction must be made because redemption is by force of law. III. Vol. -VIIASSUMING ARGUENDO THAT SOME OFFICERS OR EMPLOYEES OF THE APPELLANT BANK MANIFESTED TO THE PLAINTIFFAPPELLEE THAT THEY CAN RECOVER THE LAND IN QUESTION. It was made only on December 12. did not file their Brief. The right to redeem becomes functus officio on the date of its expiry. the purchaser may or may not re-sell the property but no law will compel him to do so. It has to be stated there that. it is an obligation imposed by law on every purchaser at public auction that admits of redemption. p. the Intermediate Appellate Court disposed of the assigned errors as follows: xxx xxx xxx The bank has assigned eight (8) errors in the decision but the determinants are the first and the second. Appellees did not file any motion for reconsideration. 1979. And. This deposit is a belated and last ditch attempt to exercise a right that had long expired.

It seems clear from testimony elicited on cross-examination of the president and manager of the bank that the latter offered to re-sell the property for P30. There was therefore no meeting of the minds. Thus in Rural Bank of Parañaque Inc. Their motion to reconsider the same having been denied in the resolution of 23 December 1985. The latter statement supports the conclusion of respondent IAC that this was the Bank's offer for the re-sell (not redemption of the property). even assuming for the sake of argument that Mrs. Such assurances were not at all necessary since the right to redeem was still in existence. 38 Phil. SO ORDERED. the instant petition is DISMISSED. Those assurances however could not and did not extend beyond the redemption period. cited in II MORAN. We note that its decision is remarkably silent as to the dates when petitioner Epifanio Natino went to the respondent bank to talk with a bank personnel to offer to pay the loan. set aside the contrary conclusion of the trial court. Mrs. The second paragraph of Article 1479 of the Civil Code expressly provides: xxx xxx xxx An accepted unilateral. 7 petitioners have come to Us on appeal by certiorari raising the sole issue stated in the beginning of this decision. REVERSED and SET ASIDE the appealed decision. petitioners should have made the tender to the sheriff who made the sale and who then had the duty to accept the tender and execute the certificate of redemption. which. 657. Appellees' main premise is the alleged assurances of the bank's officers that they could redeem the property. not redemption. logically took place after the expiration of the redemption period. Brodeth gave the assurance.000. Atlantic Gulf and Pacific Company. Appellants failed to accept the offer. and. No evidence was offered to prove such action by the Board. 9 it was void. If indeed the offer was made within the redemption period. The contrary conclusion made by the trial court is drawn from inferences which are not supported by adequate or sufficient facts or is based on erroneous assumptions. Pursuant to Southwestern Sugar and Molasses Co. was considered an option not supported by a consideration distinct from the price and. according to her petitioner Epifanio neither mentioned the loan nor offered to redeem.000. and well after expiry of the period to redeem. it is clear that these assurances were given before expiry of redemption (tsn. As correctly pointed out by the respondent IAC. that the attempts to redeem the property were done after the expiration of the redemption period and that no extension of that period was granted to petitioners. 8 a commitment by the bank to resell a property.REDEMPTION OF THE PROPERTY WHICH WAS SOLD DURING THE FORECLOSURE SALE. but the Bank refused to accept the redemption money. the President and Manager of the Bank. pp. sometime in May of 1978 to the effect that petitioners can redeem the property as soon as they have the money. Furthermore. Comments on the Rules of Court. appellants may no longer be heard. it is obvious that this took place after the expiration of the redemption period. de Hijos de Escano. then. WHEREFORE. (Enage vs. We agree with said Court. Vda.00. 6 and in the light thereof..00. 1979 Ed.. In respect to the alleged assurance given by Mrs. There was no such tender to the Sheriff. they deposited only P4. 15 & 16). Moreover.00 but after the petition for a writ of possession had already been filed. vs. Even if Mrs. Brodeth. it was a promise unsupported by a consideration distinct from the re-purchase price. 326-327). From the testimony of Epifanio Natino. if indeed this occurred during the redemption period. Brodeth is to be understood to have promised to allow the petitioners to buy the property at any time they have the money. although earlier he was told that to 'redeem" the property he should pay P30. this could only relate to the matter of resale of the property. Petitioners have failed to demonstrate that the conclusion made by the respondent Intermediate Appellate Court from the proven facts is wrong. vs. Brodeth denied that during that meeting in May 1978 she made the assurance. pp. Again. therefore. however. We find the petition to be devoid of merit.000. as correctly pointed out by respondent IAC. the Bank was not bound by the promise not only because it was not approved or ratified by the Board of Directors but also because. promise to buy or to sell a determinate thing for a price certain is binding upon the promissory if the promise is supported by a consideration distinct from the price. not binding upon the promissor. it was not necessary to ask for extension of the period to redeem. although accepted by the party in whose favor it was made. the same could bind the bank only if its Board of Directors approved or ratified it. Remolado. with costs against the Petitioners. . therefore. and more decisively. and accordingly. et al. within a specified period.

There was no such contract of sale. In our opinion implies more than that: it implies the legal obligation to keep open for the time specified. B.). INC. 300 Ctns. as somnething paid or promissed. talls at $6. 12 brief of petitioner." (p. Shipmet: Durig September/October from US Ports.G. because it is admitted. For its failure to deliver one thousand cartons of sardines. was a continuing offer to sell until September 23. So much so that B. The Court of first instance and the Court of Appeals 1 found that B. . Ponciano T. 300 Ctns.25 Ctn. Cal. There are other details to which reference shall not be made. KROLL and CO. CUA HIAN TEK. due to shortage of catch of sardines by the packers in California. by refusing to get the sardines and/or to pay for their price. L-9871 January 31. had no obligatory force. Carrascoso and Janda for petitioner. Cua Hian Tek could be sued. says petitioner. ATKINS. and on that issue of Court of Appeals definitely found for plaintiff. Very truly yours. Simple are the facts of this case: Dated September 13. he had backed out after accepting. as they touch the question whether the acceptance had been handed on time. Luneta brand Sardines in Tomato Sauce 100/5-oz. ART. We are looking forward to receive your valued order and remain . there was no consideration for it. 1951. "was a promise to sell a determinate thing for a price certain. B accepted "the firm offer for the sale" and adds. Kroll & Co. J. On the copntrary Exh. A. However. Castro for respondent. because a bilateral cotract to sell and to buy was created upon acceptance.25 Ct.240. the offer may be withdrawn at any time before acceptance by communicating such withdrawal. The offer Exh. Petitioner.. B on September 21. Cua Hian Tek accepted the offer unconditionally and delivered his letter of acceptance Exh.A. in presenting its case before this Court petitioner does not dispute such timely acceptance." (Emphasis Ours. Inasmuch as there was no consideration to support the promise to sell distinct from the price. petitioner argues. except when the option is founded upon a consideration.48 Ct. 2 Yet the letter Exh. Cua Hian Tek. No. which.). . A. . which was not enforceable for lack of consideration because in accordance with Art. which on appeal was reduced by the Court of Appeals to P3. The argument. Indeed. because the "firm offer" Exh. 1479 of the New Civil Code "an accepted unilatateral promise to buy or to 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. respondent. 1324. the word "option" is found neither in the offer nor in the acceptance. but only an option to buy.S. BENGZON.). petitioner was sued.: Review of a Court of Appeals' decision. 1951: Quantity and Commodity: 400 Ctns. When the offerer has showed the offeree a certain period to accept. failed to deliver the commodities it had offered for sale. petitioner sent to respondent a letter of the following tenor: Sir (s) /Madam: We are pleased to make you herewith the following firm offer. Price(s): All prices C ad F Manila Cosular Fees of $6. which it had sold to B. Luntea brand Sardines Natural 48/15 oz. however. lacking consideration. It could be withdrawn before acceptance. petitioner. insists the offer was a mere offer of option. talls at $7. 1958 Supplier: Atkins. subject to reply by September 23. Such assumption is a mistake. Luneta brand Sardines in Tomato Sauce 48/15-oz. it follows that under Art. It merely raises the point that the acceptance only created an option.00 to be added. Ross Selph. 1479 aforequoted. maifestly assumes that only a unilateral promise arose when the offeree accepted. U. vs. Ovals at $8.15 representing unrealized profits. the offer became an accepted unilateral promise to sell a determinate thing for price certain. A did not by itself produce the legal obligation of keeping the offer open up ot Septmber 23. "an option is nothing more than a continuing offer" for a specified time. Ayway. Sa Frasisco... 1951.R. the promise is not binding on the petitioner even if it was accepted by respondent. and after trial was ordered by the Manila court of first instance to Pay damages. Atkins Kroll & Co.. "the undersigned buyer has immediately filed an application for import license . (n) (New Civil Code. Upon its acceptance by respondent.

461. even though the option was not supported by a sufficient consideration. upon accepeting herein petitioner's offer a bilateral promise to sell and to buy ensued. he will not be permitted to change his theory on appeal because. concurs in the result. After accepting the promise and before he exercises his option. The defense in the court of first instance rested on the proposition or propositions that the offer had not been precedent had not been fulfilled. 652. 46 Phil.). Montemayor. Dacasa. acceptance is made before a withdrawal. Reyes. It can be taken for granted. In this case. And as no legal excuse has been proven. Toribio vs. C. it is essential that it be within the issues made by the parties in their pleadings. an offer to sell. as contended by the defendants..B. (77 Corpus Juris Secundum p. But it was. the holder of the option is not bound to buy.L. unless such provision or agreement is supported by an independent consideration . Reyes. Padilla. .J. and it is hereby affirmed. concur. If. which is not binding until accepted. to permit him to do so.240. American Express Company vs. See also 27 Ruling Case Law 339 and cases cited. 480. 331.).). Concepcion. Javier. A Change of theory in the appellate courts is not permitted. the seller's failure to comply therewith gave around to an award for damages.Ordinarily an offer to buy or sell may be withdrawn or countermanded before accepatnce. 636.. Barrios. and the case is tried and decided upon that theory in the court below. which has been fixed by the Court of Appeals at P3. Vol. and Felix. and of this acceptance the offerer had knowledge before said offer was withdrawn. Natividad. J. . the decision under review should be. If the option is given without a consideration. or allows the offeree a certain time within which to accept it. Furthermore. even supposing that Exh. Consequently. the authorities hold that . . The concurrence of both acts —the offer and the acceptance— could at all events have generated a contract. (Rules of Court by Moran—1957 Ed. Bautista Angelo. it was bilalteral contract of sale. In order that a question may be raised on appeal.. A. at least. Serra. and the respondent ipso facto assumed the obligations of a purchaser. He did not just get the right subsequently to buy or not to buy. 207. Paras. would be unfair to the adverse party. (Zayco vs. 424. 55 Phil. 68 Phil. if none there was before (atrs. it is a mere offer of a contract of sale. Consequently. J. This option-without-consideration idea was never mentioned in the answer.) . We must therefore hold. when a party deliberately adopts a certain theory. which was accepted by letter. it constitutes a binding contract of sale. One additional observation should be made before the closing this opinion. however. (77 Corpus Juris Secundum p. I p. Lastly. . JJ. with cost against petitioner.15-amount which petitioner does not dispute in this final instance. Endencia. however. It was not a mere option then. an option is unilateral: a promise to sell3 at the price fixed whenever the offeree should decide to exercise his option within the specified time. He is free either to buy or not to later.. . 1254 and 1262 of the Civil Code). A granted an option which is not binding for lack of consideration. that the option contract was not valid for lack of consideration. 465. 44 Phil. as the lower courts have held that there was a contract of sale between the parties. even though the offer provides that it will not be withdrawn or countermanded.. 38 Phil. San Agustin vs.715 citing Agoncillo vs.

defendant-appellant Atlantic granted plaintiff-appellee Southwestern an option period of ninety days to buy the formers barge No. Atlantic advised the Southwestern Company that since there is still further work for it. and there appears to be no valid or justifiable reason for the former to withdraw its offer. On May 11 of the same year. if said option is not supported by any consideration. On June 27. cannot be withdrawn. the Court cannot adopt a different attitude because the law on the matter is clear. can be withdrawn notwithstanding Southwestern Company’s acceptance of said option. While under the "offer of option" in question appellant Atlantic has assumed a clear obligation to sell its barge to appellee Southwestern Company and the option has been exercised in accordance with its terms. but the specific provisions of Article 1479 commands otherwise. The Atlantic contended that the option to sell it made to Southwestern Company is null and void because said option to sell is not supported by any consideration. depositing with the court a check covering the sum of P30. which means that the option can still be withdrawn. Atlantic Gulf & Pacific Company 97 Phil 247 June 1955 FACTS: On March 24.Southwestern Sugar & Molasses Co. .000. ISSUE: Is Atlantic liable for specific performance and to pay damages in favor of Southwestern Company? COURT RULING: The Supreme Court reversed the trial court’s decision applying Article 1479 of the new Civil Code. vs. The Court reiterated that "an accepted unilateral promise" can only have a binding effect if supported by a consideration. The trial court granted herein plaintiff-appellee Southwestern Company’s action for specific performance and ordered herein defendant-appellant Atlantic to pay damages equivalent to 6 per centum per annum on the sum of P30. hence. to which the latter replied that their understanding was that the "offer of option" is to be a cash transaction and to be effected "at the time the lighter is available. even if accepted. Southwestern Company communicated its acceptance of the option to Atlantic through a letter." On June 25.000. the Southwestern Company filed this action to compel Atlantic to sell the barge in line with the option. 1953. The option that Atlantic had provided was without consideration. once accepted. but said check was later withdrawn with the approval of the court. the Atlantic withdrew its "offer of option" with due notices to Southwestern Company stating that the option was granted merely as a favor. the barge could not be turned over to the latter company. 10 for the sum of P30.000 from the date of the filing of the complaint. regardless of whether it is supported or not by a consideration. On June 29. 1953. American jurisprudence hold that an offer.

Garcia. 9. April and May until the whole amount has been completely shipped. 1956. BARRERA. but the latter remained adamant in the defendant. Negros Occidental. plaintiff formally accepted the offer of sale tendered by the defendant by informing the latter in writing that he binds himself to purchase from the preferred 20. nor upon the submittal of the clarification which presented by plaintiff himself and received by the defendant thru its President. On September 28th. and (4)payment shall be by irrevocable. 1956 when plaintiff exercised his option nor on September 25th when he request plaintiff to clarify his acceptance to indicate the manner payment. giving him up to noon of September 24th. the defendant. and requesting plain that the "specific gravity" be amended accordingly. accepted by the plaintiff. vs.000 to 20. effort or hint that the defendant's offer. plaintiff shall pay defendant in cash an amount equivalent to 50% of the purchase value Of the molasses. answering an inquiry made by the plaintiff. That neither on September 24th. QUIRINO) continued negotiations for the resale of said molasses to foreign buyers of said conunodity by immediately communicating the availability of said commodity through letters. No. cablegrams a long-distance calls to the latter's business contacts in U. with the admonition that upon its failure to hear from him by then. as milling in the districts indicated (San Carlos and Bais) starts during the month of January. Navarro & Company) appeals directly to us from the order of the Court of First Instance of Rizal (in Civil Case No. there was no single word.000 metric tons of molasses. 1956.D.F.000 metric tons of Philippine molasses. 1956. plaintiff shall open with the Philippine National Bank an irrevocable domestic letter of credit in favor of defendant. On the same day plaintiff made the foregoing clariffications of his acceptance of the sale. — (1) 20.000 metric tons of molasses in question for P50. (3) shipments to be in quantities of 3. F. 1956 within which to accept the offer. and "(c) that in negotiating the said letter of credit. with a view of threshing out the difficulties necessarily evoked by the foregoing conditions belatedly demanded by the defendant. upon presentation of the requisite certificate thereof (certainly a condition which. per metric ton ex-warehouse. The material and pertinent allegations of plaintiff's complaint are: 2. the defendant shall feel free to negotiate the sale with other possible buyers. is most one-sided in favor only of the seller).. 1956. the latter being the high for molasses at 60% sugar by invert. Marquez. 1961 R. plaintiff personally conferred with the defendant's manager. 1956. on the untenable pretext that they were 'standard conditions' on all contracts for the sale said commodity.00 per metric ton. L-12888 April 29. 1956). quantity and quality of said molasses and the manner of payment thereof. defendant-appellee. and ultimately disposing and reselling the said molasses for forward deliveries in accordance with plaintiff's agreement with the defendant. NAVARRO.00 Philippine currency. (2) Price — P50. and the day after (October 3rd. 1956.S. 1st-degrees gravity. and for three days the after. the most onerous of which were. it peremptorily gave plaintiff up to noon again of October 26th. 185-degrees specific gravity. Africa and Benedicto for defendant-appellee. On September 21st. J. 1956. SUGAR PRODUCERS COOPERATIVE MARKETING ASSOCIATION INC. Amado Garcia. On September 19th. plaintiff shall allow defendant immediately to withdraw from the same the corresponding amount representing 50% of the value of the molasses withdrawn from the central. plaintiff through his business associate here in Manila (J. 60% sugar by invert. — "(a) That upon the signing of the contract of purchased and sale. Navarro (doing business under the firm name R.. at P50.00 per metric ton in Bais district and that the date of delivery thereof shall start from February on to March. San Juan. 1957.R. 8. — which were never even mentioned nor hinted at in its original offer or proposal. F. 4. the defendant advised the latter that the cost of pumping the molasses offered by it for sale is P1. April and May. 60% sugar by invert.20 per metric ton in San Carlos district and P3. taken with (a) above. defendant formally offered to plaintiff the sale from 15. a Japan. Quirino and Associates for plaintiff-appellant. within which to . divisible and assignable domestic letter of credit to be opened in a local bank in defendant's favor. Promptly at five minutes before noon of September 24th. and the day after September 21st. 1733-P) dismissing his complaint for lack of cause of action.000 metric tons of molasses in question as indicated above. NAVARRO & COMPANY.A. relying upon the consummation and perfection of the purchase and sale of 20. which shall be assignable and divisible. ex-warehouse San Carlos and Bais.000 or more metric tons every each shipment during the month of February.00 per metric ton. 3. plaintiff-appellant. 7.: Plaintiff-appellant R. belatedly and abruptly advised plaintiff of its desire add certain additional conditions to be incorporated in the formal contract of purchase and sale then under preparation by it for signature. was qualified in any way whatsoever.G.F. "(b) that to cover the remaining and unpaid balance of the purchase price. the defendant hurried advised plaintiff that it committed a typographical error indicating the specific gravity of the molasses at 185-degrees which should be only 85-degrees. 5. Amado G. That on September 24th. made the following clarifications of his agreement to purchase the said molasses. plaintiff upon the request of defendant. on the assertion that only questions of law are involved herein. On October 2nd. three days after an agreement had been consummated on the price. March. 1956. which correction and amendment plaintiff readily agreed to and accepted: 6. doing business under the firm name of R.

as used in said article. the trial court dismissed the action in an order which in part reads: ORDER xxx xxx xxx "An accepted unilateral promise to buy or sell a determinable thing for a price certain is binding upon the promissor if the promise is supported by a consideration distinct from the price. under certain conditions.00 for metric ton were to be converted into what is known as "equal standard condition". however. 1953. it would feel free to advise its planters concerned that they could negotiate their molasses with other parties. relying upon Article 1479 of the New Civil Code. depositing with the Court the purchase price of 30. 1953. 1953. Atlantic Gulf informed Southwestern Sugar that the damage action could not be turned over to the latter.00 per metric ton.00 to be exercised within ninety days.00.000. the offer may be withdrawn at any time before acceptance by communicating such withdrawal except "when the option is founded upon a consideration. 10. As heretofore stated. yet from the allegations of the herein complaint. in any event. although accepted by the plaintiff. Southwestern Sugar contended that the option became binding on Atlantic Gulf when plaintiff gave notice of its acceptance during the option period citing as its authority Article 1324 of the New Civil Code which provides that 'when the offer or has allowed the offeree a certain period to accept. even if accepted. Atlantic Gulf & Pacific Co." The defendant contends that the complaint states no cause of action because defendant's promise to sell. upon defendant's motion to dismiss on the ground that it (complaint) states no cause of action for the reason that "there is no binding contract between" plaintiff and defendant. it is apparent that the defendant's promise to sell is not supported by any consideration. The case of Southwestern Sugar & Molasses Co. the (Supreme) Court stated: "There is no question that under Article 1479 of the New Civil Code "an option to sell" or a "promise to buy or to sell". the offer can no longer be withdrawn and. 7 above). is not binding.decide upon his acceptance of said additional conditions with the warning that if he failed to do so. and alternatively.G. but provided. Article 1479 provides: "A promise to buy and sell a determinate thing for a price certain is reciprocally demandable. plaintiff expressed his willingness to satisfy defendant's desire to be paid in advance an amount equivalent to 50% of the purchase value of the molasses. in a spirit of cooperation and in his desire to insure the success of his purchase of the molasses in question. (51 O. On May 12. under Article 1479 of the New Civil Code. is not supported by any consideration distinct from the price and." Although the existence of a lawful consideration or cause of support a contract is presumed. v. 1956 and in case of failure to do so. 3447) is practically on all fours with the case at bar. 11. plaintiff prayed that judgment be rendered ordering defendant to comply with and perform its contractual obligations. On June 27. under which the purchase value would be only P32. On the very same day and evidently without even any attempt to consider the matter further. it is not disputed that the option is without consideration. 1953. contended that the option was not valid because it was not supported by any consideration apart from the price." Upholding the contention of Atlantic Gulf and holding that the promise to sell was not valid because it was not supported by a consideration distinct from the price. In fact. to pay plaintiff any and all damages he may suffer by reason of such non-compliance. 1956 (indicated in par. On October 5th. . be withdrawn notwithstanding the acceptance made of it by appellee. granted an option to plaintiff Southwestern Sugar & Molasses Co. is only binding if supported by a consideration. Atlantic Gulf. — already imparted to it during their conference on October 2nd —. On June 25. that their original agreement of P50. It can. This is clearly inferred from the context of said article that a unilateral promise to buy or to sell. On May 11. to assist defendant in working out certain financing transactions with the bank whereby it may be possible to provide in the letter of credit to be opened in favor of the defendant authority to draw cash advances up to 50% of the contract value of the molasses. and bluntly informed plaintiff that in view of his non-acceptance of said conditions it would not continue with the sale of the molasses in question to plaintiff and that it felt free to offer the same to any other interested buyer. plus moral damages and to pay plaintiff reasonable attorney's fees and actual costs of the litigation.000. Plaintiff. to be valid must be "supported by a consideration distinct from the price". as something paid or promised. Southwestern Sugar instituted an action for specific performance in line with the accepted option. pursuant to its agreement with plaintiff of September 19 and 24. plaintiff. defendant simply and rudely turned down the foregoing friendly gesture of the plaintiff caused by the additional conditions demanded by the defendant in its letter of September 28. In said case. therefore. reiterated to the defendant his readiness and willingness. 1953. "an accepted unilateral promise" can only have a binding effect if supported by a consideration. under Article 1479 of the New Civil Code. contends that the option became binding on the defendant when plaintiff gave notice of its acceptance and that having been accepted within the period of the option. Atlantic Gulf wrote Southwestern Sugar that it was exercising its option and that it be notified as soon as the barge was available. defendant Atlantic Gulf & Pacific Co. to buy its barge for P30. such withdrawal is ineffective because there had already arisen an existing bilateral contract which can be enforced. 1956. the absence of any consideration of the option given to the plaintiff was admitted by plaintiff's counsel in his oral argument opposing the defendant's motion to dismiss. In other words. Atlantic Gulf replied that their understanding was that the "offer of option" is to be cash transaction and to be effected at the time the barge was available. Here. on March 24. Claiming breach of contract.

"It is true that under Article 1324 of the New Civil Code, the general rule regarding offer and acceptance is that, when the offer or gives to the offeree a certain period to accept, "the offer may be withdrawn at any time before acceptance" except when the option is founded upon consideration, but this general provision must be interpreted as modified by the provision of Article 1479 above referred to, which applies to "a promise to buy and sell" specifically. As already stated, this rule requires that a premise to sell to be valid must be supported by a consideration distinct from the price." On the strength of the above ruling laid down in the above cited case of Southwestern Sugar & Molasses Co. v. Atlantic Gulf & Pacific Co., supra, the facts of which are identical with those alleged in the present complaint, this Court rules that since the herein defendant's promise to sell is not supported by any consideration distinct from the price, said promise si invalid and enforceable. Plaintiff's complaint does not, hence state a cause of action. While under the allegations of the present complaint, here in defendant may have assumed a clear obligation to sell it molasses to plaintiff at P50.00 per metric ton and, under the complaint, said defendant may have no justifiable reason not to proceed with the sale, yet, this Court cannot do otherwise that declare the option not binding and unenforceable in view of the clear provisions of the law on the matter. Thus, said the Supreme Court in the above-mentioned case of Southwestern Sugar v. Atlantic Gulf: "While under the "offer of option" in question, appellant has assumed a clear obligation to sell its barge to appellee and the option has been exercised in accordance with its terms, and there appears to be no valid or justifiable reason for the appellant to withdraw its offer, this Court cannot adopt a different attitude because the la on the matter is clear. Our imperative duty is to apply it unless modified by Congress." WHEREFORE, the Court sustains, as it hereby sustain the defendant's motion to dismiss and hereby declares plaintiff's complaint dismissed, without costs. SO ORDERED. His motion for reconsideration having been denied, plain plaintiff interposed this appeal. It is the contention of plaintiff-appellant that "the lower court erred in characterizing the transaction had between plaintiff and the defendant as an accepted unilateral promise to buy or to sell, and in deciding that as there was no consideration therefor, Article 1479, paragraph 2 of the Civil Code, and the ruling in Southwestern Sugar & Molasses Co. v. Atlantic Gulf & Pacific Co., 51 Off. Gaz. 3447, are applicable thereto." In support of his claim, appellant seeks in his brief to differentiate his case from that of Southwestern Sugar & Molasses Company v. Atlantic Gulf & Pacific Company relied upon by the trial court by arguing that what was involved in the Atlantic Gulf case was a mere option, while here the transaction is a bilateral promise to sell and buy which requires no consideration distinct from the selling price.

This contention is not borne out by the facts alleged in the complaint. In the first place, as noted by the trial court in its order denying plaintiff's motion for reconsideration, plaintiff himself, in paragraph 6 of his complaint, referred to the transaction as an "option" which he exercised on September 24, 1956. Then again, in his memorandum in lieu of oral argument, he expressly agreed that the offer made by defendant and described in paragraph 2 of plaintiff's complaint is, In option, a unilateral promise to sell . (See page 4 of the memorandum.) And, undoubtedly, this is the offer, the option, the unilateral promise to sell that was accepted by plaintiff five minutes before the deadline — noon of September 24, 1956.(See first part of paragraph 4 of the complaint.) This acceptance, without consideration, did not create an enforceable obligation on the part of the defendant. The offer as well as the acceptance, did not contemplate nor produce an immediately binding and enforceable contract of sale. Both lack a most essential element — the manner of payment of the purchase price. In fact, it was only after the exercise of the option or acceptance of the unilateral promise to sell that the terms of payment were first discussed. This was in connection with the clarification of plaintiff's acceptance which was transmitted to defendant on September 25, 1956. (See last part of paragraph 6 of the complaint.) Plaintiff's offer of a domestic letter of credit was not accepted by defendant who insisted on a cash payment of 50% of the purchase value, upon signing of a contract. (See paragraphs 8 and 9 of the complaint.) Plaintiff, on the other hand, agreed to accede to this provided the price is reduced from P50.00 per metric ton to 7132.00 Defendant rejected defendant's alternative counter-offer. In the circumstance, there was no complete meeting of the minds of the parties necessary for the perfection of a contract of sale. Consequently, appellee was justified in withdrawing its offer to sell the molasses in question.(See Zayco vs. Serra, 44 Phil. 326; Montinola v. Victorias Milling Co., et al., 54 Phil. 782; and Batangan v. Cojuangco 78 Phil. 481.) In view of the conclusion we have reached, it would not be necessary to pass upon appellee's motion to dismiss the appeal. WHEREFORE, finding no reversible error in the order appealed from, the same is hereby affirmed, with cost against the plaintiff-appellant. So ordered.

G.R. No. L-25494 June 14, 1972 NICOLAS SANCHEZ, plaintiff-appellee, vs. SEVERINA RIGOS, defendant-appellant. Santiago F. Bautista for plaintiff-appellee. Jesus G. Villamar for defendant-appellant.

In his complaint, plaintiff alleges that, by virtue of the option under consideration, "defendant agreed and committed to sell" and "the plaintiff agreed and committed to buy" the land described in the option, copy of which was annexed to said pleading as Annex A thereof and is quoted on the margin. 1 Hence, plaintiff maintains that the promise contained in the contract is "reciprocally demandable," pursuant to the first paragraph of said Article 1479. Although defendant had really "agreed, promised and committed" herself to sell the land to the plaintiff, it is not true that the latter had, in turn, "agreed and committed himself " to buy said property. Said Annex A does not bear out plaintiff's allegation to this effect. What is more, since Annex A has been made "an integral part" of his complaint, the provisions of said instrument form part "and parcel" 2 of said pleading. The option did not impose upon plaintiff the obligation to purchase defendant's property. Annex A is not a "contract to buy and sell." It merely granted plaintiff an "option" to buy. And both parties so understood it, as indicated by the caption, "Option to Purchase," given by them to said instrument. Under the provisions thereof, the defendant "agreed, promised and committed" herself to sell the land therein described to the plaintiff for P1,510.00, but there is nothing in the contract to indicate that her aforementioned agreement, promise and undertaking is supported by a consideration "distinct from the price" stipulated for the sale of the land. Relying upon Article 1354 of our Civil Code, the lower court presumed the existence of said consideration, and this would seem to be the main factor that influenced its decision in plaintiff's favor. It should be noted, however, that: (1) Article 1354 applies to contracts in general, whereas the second paragraph of Article 1479 refers to "sales" in particular, and, more specifically, to "an accepted unilateral promise to buy or to sell." In other words, Article 1479 is controlling in the case at bar. (2) In order that said unilateral promise may be "binding upon the promisor, Article 1479 requires the concurrence of a condition, namely, that the promise be "supported by a consideration distinct from the price." Accordingly, the promisee can not compel the promisor to comply with the promise, unless the former establishes the existence of said distinct consideration. In other words, the promisee has the burden of provingsuch consideration. Plaintiff herein has not even alleged the existence thereof in his complaint. (3) Upon the other hand, defendant explicitly averred in her answer, and pleaded as a special defense, the absence of said consideration for her promise to sell and, by joining in the petition for a judgment on the pleadings, plaintiff has impliedly admitted the truth of said averment in defendant's answer. Indeed as early as March 14, 1908, it had been held, in Bauermann v. Casas, 3 that: One who prays for judgment on the pleadings without offering proof as to the truth of his own allegations, and without giving the opposing party an opportunity to introduce evidence, must be understood to admit the truth of all the material and relevant allegations of the opposing party, and to rest his motion for judgment on those allegations taken together with such of his own as are admitted in the pleadings. (La Yebana Company vs. Sevilla, 9 Phil. 210). (Emphasis supplied.)

CONCEPCION, C.J.:p Appeal from a decision of the Court of First Instance of Nueva Ecija to the Court of Appeals, which certified the case to Us, upon the ground that it involves a question purely of law. The record shows that, on April 3, 1961, plaintiff Nicolas Sanchez and defendant Severina Rigos executed an instrument entitled "Option to Purchase," whereby Mrs. Rigos "agreed, promised and committed ... to sell" to Sanchez the sum of P1,510.00, a parcel of land situated in the barrios of Abar and Sibot, municipality of San Jose, province of Nueva Ecija, and more particularly described in Transfer Certificate of Title No. NT-12528 of said province, within two (2) years from said date with the understanding that said option shall be deemed "terminated and elapsed," if "Sanchez shall fail to exercise his right to buy the property" within the stipulated period. Inasmuch as several tenders of payment of the sum of Pl,510.00, made by Sanchez within said period, were rejected by Mrs. Rigos, on March 12, 1963, the former deposited said amount with the Court of First Instance of Nueva Ecija and commenced against the latter the present action, for specific performance and damages. After the filing of defendant's answer — admitting some allegations of the complaint, denying other allegations thereof, and alleging, as special defense, that the contract between the parties "is a unilateral promise to sell, and the same being unsupported by any valuable consideration, by force of the New Civil Code, is null and void" — on February 11, 1964, both parties, assisted by their respective counsel, jointly moved for a judgment on the pleadings. Accordingly, on February 28, 1964, the lower court rendered judgment for Sanchez, ordering Mrs. Rigos to accept the sum judicially consigned by him and to execute, in his favor, the requisite deed of conveyance. Mrs. Rigos was, likewise, sentenced to pay P200.00, as attorney's fees, and other costs. Hence, this appeal by Mrs. Rigos. This case admittedly hinges on the proper application of Article 1479 of our Civil Code, which provides: ART. 1479. A promise to buy and sell a determinate thing for a price certain is reciprocally demandable. An accepted unilateral promise to buy or to sell a determinate thing for a price certain is binding upon the promissor if the promise is supported by a consideration distinct from the price.

This view was reiterated in Evangelista v. De la Rosa 4 and Mercy's Incorporated v. Herminia Verde. 5 Squarely in point is Southwestern Sugar & Molasses Co. v. Atlantic Gulf & Pacific Co., 6 from which We quote: The main contention of appellant is that the option granted to appellee to sell to it barge No. 10 for the sum of P30,000 under the terms stated above has no legal effect because it is not supported by any consideration and in support thereof it invokes article 1479 of the new Civil Code. The article provides: "ART. 1479. A promise to buy and sell a determinate thing for a price certain is reciprocally demandable. 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." On the other hand, Appellee contends that, even granting that the "offer of option" is not supported by any consideration, that option became binding on appellant when the appellee gave notice to it of its acceptance, and that having accepted it within the period of option, the offer can no longer be withdrawn and in any event such withdrawal is ineffective. In support this contention, appellee invokes article 1324 of the Civil Code which provides: "ART. 1324. When the offerer has allowed the offeree a certain period to accept, the offer may be withdrawn any time before acceptance by communicating such withdrawal, except when the option is founded upon consideration as something paid or promised." There is no question that under article 1479 of the new Civil Code "an option to sell," or "a promise to buy or to sell," as used in said article, to be valid must be "supported by a consideration distinct from the price." This is clearly inferred from the context of said article that a unilateral promise to buy or to sell, even if accepted, is only binding if supported by consideration. In other words, "an accepted unilateral promise can only have a binding effect if supported by a consideration which means that the option can still be withdrawn, even if accepted, if the same is not supported by any consideration. It is not disputed that the option is without consideration. It can therefore be withdrawn notwithstanding the acceptance of it by appellee. It is true that under article 1324 of the new Civil Code, the general rule regarding offer and acceptance is that, when the offerer gives to the offeree a certain period to accept, "the offer may be withdrawn at any time

before acceptance" except when the option is founded upon consideration, but this general rule must be interpreted as modified by the provision of article 1479 above referred to, which applies to "a promise to buy and sell" specifically. As already stated, this rule requires that a promise to sell to be valid must be supported by a consideration distinct from the price. We are not oblivious of the existence of American authorities which hold that an offer, once accepted, cannot be withdrawn, regardless of whether it is supported or not by a consideration (12 Am. Jur. 528). These authorities, we note, uphold the general rule applicable to offer and acceptance as contained in our new Civil Code. But we are prevented from applying them in view of the specific provision embodied in article 1479. While under the "offer of option" in question appellant has assumed a clear obligation to sell its barge to appellee and the option has been exercised in accordance with its terms, and there appears to be no valid or justifiable reason for appellant to withdraw its offer, this Court cannot adopt a different attitude because the law on the matter is clear. Our imperative duty is to apply it unless modified by Congress. However, this Court itself, in the case of Atkins, Kroll and Co., Inc. v. Cua Hian Tek, 8 decided later thatSouthwestern Sugar & Molasses Co. v. Atlantic Gulf & Pacific Co., 9 saw no distinction between Articles 1324 and 1479 of the Civil Code and applied the former where a unilateral promise to sell similar to the one sued upon here was involved, treating such promise as an option which, although not binding as a contract in itself for lack of a separate consideration, nevertheless generated a bilateral contract of purchase and sale upon acceptance. Speaking through Associate Justice, later Chief Justice, Cesar Bengzon, this Court said: Furthermore, an option is unilateral: a promise to sell at the price fixed whenever the offeree should decide to exercise his option within the specified time. After accepting the promise and before he exercises his option, the holder of the option is not bound to buy. He is free either to buy or not to buy later. In this case, however, upon accepting herein petitioner's offer a bilateral promise to sell and to buy ensued, and the respondent ipso facto assumed the obligation of a purchaser. He did not just get the right subsequently to buy or not to buy. It was not a mere option then; it was a bilateral contract of sale. Lastly, even supposing that Exh. A granted an option which is not binding for lack of consideration, the authorities hold that: "If the option is given without a consideration, it is a mere offer of a contract of sale, which is not binding until accepted. If, however, acceptance is made before a withdrawal, it constitutes a binding contract of sale, even though the option was not supported by a sufficient consideration. ... . (77 Corpus Juris Secundum, p. 652. See also 27 Ruling Case Law 339 and cases cited.)

"It can be taken for granted, as contended by the defendant, that the option contract was not valid for lack of consideration. But it was, at least, an offer to sell, which was accepted by letter, and of the acceptance the offerer had knowledge before said offer was withdrawn. The concurrence of both acts — the offer and the acceptance — could at all events have generated a contract, if none there was before (arts. 1254 and 1262 of the Civil Code)." (Zayco vs. Serra, 44 Phil. 331.) In other words, since there may be no valid contract without a cause or consideration, the promisor is not bound by his promise and may, accordingly, withdraw it. Pending notice of its withdrawal, his accepted promise partakes, however, of the nature of an offer to sell which, if accepted, results in a perfected contract of sale. This view has the advantage of avoiding a conflict between Articles 1324 — on the general principles on contracts — and 1479 — on sales — of the Civil Code, in line with the cardinal rule of statutory construction that, in construing different provisions of one and the same law or code, such interpretation should be favored as will reconcile or harmonize said provisions and avoid a conflict between the same. Indeed, the presumption is that, in the process of drafting the Code, its author has maintained a consistent philosophy or position. Moreover, the decision in Southwestern Sugar & Molasses Co. v. Atlantic Gulf & Pacific Co., 10 holding that Art. 1324 is modified by Art. 1479 of the Civil Code, in effect, considers the latter as an exception to the former, and exceptions are not favored, unless the intention to the contrary is clear, and it is not so, insofar as said two (2) articles are concerned. What is more, the reference, in both the second paragraph of Art. 1479 and Art. 1324, to an option or promise supported by or founded upon a consideration, strongly suggests that the two (2) provisions intended to enforce or implement the same principle. Upon mature deliberation, the Court is of the considered opinion that it should, as it hereby reiterates the doctrine laid down in the Atkins, Kroll & Co. case, and that, insofar as inconsistent therewith, the view adhered to in the Southwestern Sugar & Molasses Co. case should be deemed abandoned or modified. WHEREFORE, the decision appealed from is hereby affirmed, with costs against defendantappellant Severina Rigos. It is so ordered. Reyes, J.B.L., Makalintal, Zaldivar, Teehankee, Barredo and Makasiar, JJ., concur. Castro, J., took no part.

ANTONIO, J., concurring: I concur in the opinion of the Chief Justice. I fully agree with the abandonment of the view previously adhered to in Southwestern Sugar & Molasses Co. vs. Atlantic Gulf and Pacific Co. , 1 which holds that an option to sell can still be withdrawn, even if accepted, if the same is not supported by any consideration, and the reaffirmance of the doctrine in Atkins, Kroll & Co., Inc. vs. Cua Hian Tek, 2 holding that "an option implies ... the legal obligation to keep the offer (to sell) open for the time specified;" that it could be withdrawn before acceptance, if there was no consideration for the option, but once the "offer to sell" is accepted, a bilateral promise to sell and to buy ensues, and the offeree ipso facto assumes the obligations of a purchaser. In other words, if the option is given without a consideration, it is a mere offer to sell, which is not binding until accepted. If, however, acceptance is made before a withdrawal, it constitutes a binding contract of sale. The concurrence of both acts — the offer and the acceptance — could in such event generate a contract. While the law permits the offeror to withdraw the offer at any time before acceptance even before the period has expired, some writers hold the view, that the offeror can not exercise this right in an arbitrary or capricious manner. This is upon the principle that an offer implies an obligation on the part of the offeror to maintain in such length of time as to permit the offeree to decide whether to accept or not, and therefore cannot arbitrarily revoke the offer without being liable for damages which the offeree may suffer. A contrary view would remove the stability and security of business transactions. 3 In the present case the trial court found that the "Plaintiff (Nicolas Sanchez) had offered the sum of Pl,510.00before any withdrawal from the contract has been made by the Defendant (Severina Rigos)." Since Rigos' offer sell was accepted by Sanchez, before she could withdraw her offer, a bilateral reciprocal contract — to sell and to buy — was generated.

Separate Opinions ANTONIO, J., concurring: I concur in the opinion of the Chief Justice. I fully agree with the abandonment of the view previously adhered to in Southwestern Sugar & Molasses Co. vs. Atlantic Gulf and Pacific Co. , 1 which holds that an option to sell can still be withdrawn, even if accepted, if the same is not supported by any consideration, and the reaffirmance of the doctrine in Atkins, Kroll & Co., Inc. vs. Cua Hian Tek, 2 holding that "an option implies ... the legal obligation to keep the offer (to sell) open for the time specified;" that it could be withdrawn before acceptance, if there was no consideration for the option, but once the "offer to sell" is accepted, a bilateral promise to sell and to buy ensues, and the offeree ipso facto assumes the obligations of a purchaser. In other words, if the option is given

Separate Opinions

acceptance is made before a withdrawal. If. . The concurrence of both acts — the offer and the acceptance — could in such event generate a contract. that the offeror can not exercise this right in an arbitrary or capricious manner." Since Rigos' offer sell was accepted by Sanchez.without a consideration. and therefore cannot arbitrarily revoke the offer without being liable for damages which the offeree may suffer. however. some writers hold the view. While the law permits the offeror to withdraw the offer at any time before acceptance even before the period has expired.510. 3 In the present case the trial court found that the "Plaintiff (Nicolas Sanchez) had offered the sum of Pl. before she could withdraw her offer. a bilateral reciprocal contract — to sell and to buy — was generated. A contrary view would remove the stability and security of business transactions. This is upon the principle that an offer implies an obligation on the part of the offeror to maintain in such length of time as to permit the offeree to decide whether to accept or not.00before any withdrawal from the contract has been made by the Defendant (Severina Rigos). it constitutes a binding contract of sale. which is not binding until accepted. it is a mere offer to sell.

000 (Exh. Justice is done according to law. On September 3. and lose money by them-indeed. within which to repurchase (not redeem since the period of redemption had expired) the property (Exh. On August 9. She paid the loan. when these two options do not coincide. . WHEREFORE. It contends that Remolado had no more right of redemption and. At D). Record on Appeal). therefore. 0). 64. 769. owned a lot with an area of 308 square meters. 1973 the bank advised Remolado that she had until August 23 to redeem the property (Exh. Record on Appeal). the bank sold the property to Pilar Aysip for P50. Record on Appeal).70. ISIDRA REMOLADO and COURT OF APPEALS. On October 26. Five days later. The bank appealed to this Court.96 plus interest and other bank charges and to pay her P15. 97 Phil. In the instant case. United Parañaque. Remolado and her daughter delivered P33. the loans become overdue. is explained by Justice Moreland in Vales vs. 35 Phfl. INC. The complaint and counterclaim are dismissed. the option is void (Southwestern Sugar & Molasses Co.000.491. Record on Appeal). the bank gave Remolado up to ten o'clock in the morning of October 31. She failed to do so. L-62051 March 18. Exhibits 1-1 and X do not evidence any perfected repurchase agreemi6nt. Inc. Remolado did not repurchase the property on October 31.491. all they have in the world. On September 24. Even if it is assumed that the bank's commitment to resell the property was accepted by Remolado. P and 12. AQUINO. 1973. The lot is located at 41 Molave Street. the action must fail although the disadvantaged party deserves commiseration or sympathy. The choice between what is legally just and what is morally just. A new title was issued to Aysip with an annotation of lis pendens (Exh. On that day. TCT No. Civil Code). still Remolado had no cause of action because she did not repurchase the property on that date. F). The bank did not specify the price. Patrocinio Gomez. or 37 days. 1973. A new title. Contrary to her promise. Record on Appeal). There was no binding agreement for its repurchase. that option was not supported by a consideration distinct from the price (Art. often regarded as an equitable consideration (meaning compassion). equity follows the law. On August 8.192. 1973. The Appellate Court affirmed the judgment. Villa. the bank was no longer willing to allow the repurchase. The one-year period of redemption was to expire on August 21. with a bungalow thereon. but because he has been defeated or overcome illegally. On April 17. 1971 she mortgaged it again to the bank. There must be. 1973 Remolado and her daughter. 418737. respondents. No costs. vs. which was leased to Beatriz Cabagnot (86-7. The trial court ordered the bank to return the property to Remolado upon payment of the redemption price of P25. 1985 RURAL BANK OF PARARAQUE. 42. 10. U or 6. 249). the Appellate Court's judgment is reversed and set aside. J. no cause of action against the bank.96 plus interest and other charges and to pay P35. Men may do foolish things. Even on the assumption that the bank should be bound by its commitment to allow repurchase on or before October 31. I-1. V. 1973 (Exh. The notice of lis pendens is cancelled. 1972 and bought the property at the foreclosure sale for P22.R. We hold that the trial court and the Appellate Court erred in ordering the reconveyance of the property. There may be a moral obligation.000 rash to the bank's assistant manager as repurchase price. Remolado's title was cancelled. It had given her about two years to liquidate her obligation. The bank foreclosed the mortagage on July 21. On November 15. or on November 5.: This case is about the repurchase of mortgage property after the period of redemption and had expired. Atlantic Gulf & Pacific Company. In 1966 she mortgaged it to the Rural Bank of Parañaque. A notice of lis pendens was registered. and resident of Makati. At that time. The repurchase price was not consigned. the bank acted within its legal rights when it refused to give Remolado any extension to repurchase after October 31. The amount was returned to them the next day. the commission of what the law knows as an actionable wrong before the courts are authorized to lay hold of the situation and remedy it. Remolado filed an action to compel the bank to reconvey the property to her for P25. 53. 32.. X or 9. 1973 or 14 days before the expiration of the one-year redemption period. record on Appeal). 649. in addition. a widow. was issued to the bank on September 5 (Exh. No. As a rule. The assistant manager had no intention of receiving the money. 1973.000. 788 where he said: Courts operate not because one person has been defeated or overcome by another. W and 11). Isidra Remolado. No redemption was made on that date. It was just left with her by Remolado (Exh. 1479. Lacking such consideration.000 as damages. use miserable judgment. Rizal. 64.000 as damages. as security for a loan of P15. promised to pay the bank P33. Rizal. November 6. but not for that alone can the law intervene and restore. petitioner. a violation of law.000 on October 31 for the repurchase of the property (Exh. the bank gave her a statement showing that she should pay P25. H). 1973.491. but if there is no enforceable legal duty.96 for the redemption of the property on August 23 (Exh. vs.G. November 6. She eventually secured loans totalling P18. make ridiculous contracts. 1973 the bank consolidated its ownership over the property (Exh.

..... P24...... HON. marked as Exhibit 2) namely: That the LESSOR is an owner of the ANGELES EDUCATIONAL INSTITUTE situated at Angeles. 300........ vs....... L-32873 August 18... land and the school building within the stipulated period. 1972 AQUILINO NIETES....... 500... E) December 21..... made payments as follows: October 6.. That the amount of FIVE THOUSAND FIVE HUNDRED PESOS (P5.... That the price of the rent is FIVE THOUSAND PESOS (P5.. 3.....00 CONCEPCION........ 4....500) is payable on or before the 30th day of October. 1960. It appears that.. That the term of this Contract will commence in June 1960 and will terminate in June 1965.... G) February 16............ 1959..... 1960....... c....... (also.R.....00 (Exh.. 700.... 1.... That the remaining balance of FIFTEEN THOUSAND PESOS (P15.00 (Exh..... 6A. That the LESSEE will be given full control and responsibilities over all the properties of the school and over all the supervisions and administrations of the school..... . respondents... GARCIA.. D) November 23. 5...000) per year payable in the following manners: a. No.000) will be paid on or before March 30. 200....... 1961 ........ H) March 12..1960 ....500) will be paid upon the execution of this Contract of Lease.. That should the LESSEE buy the lot..00 (Exh." pursuant to the terms and conditions set forth in the deed Exhibits A and A-1..... petitioner.. a school which is duly recognized by the Government.......... 1961 .... the unused payment for the Contract of Lease will be considered as part payment for the sale of the land and school................ del Rosario for petitioner.. That the amount of FOUR THOUSAND FIVE HUNDRED PESOS (P4... That the LESSOR agrees to give the LESSEE an option to buy the land and the school building.... 1961 .00 (Exh.... 1961 ..... 6.000) within the period of the Contract of Lease...... COURT OF APPEALS & DR. Garcia entered into a "Contract of Lease with Option to Buy............ Instead of paying the lessor in the manner set forth in paragraph 2 of said contract... That an inventory of all properties in the school will be made on March 31. 2....00 (Exh.. C.... on October 19... 3. P18..... 7..... Romeo D....J.... 1960 . for a price of ONE HUNDRED THOUSAND PESOS (P100... Magat for private respondent............... K) _________ TOTAL .000.. That the term will be for a period of five (5) years.. PABLO C... as of August 4... 1960 ............. Nietes had.... That all improvements made during the lease by the LESSEE will be owned by the LESSOR after the expiration of the term of this Contract of Lease.. 1961. 1959... F) January 14.00 (Exh... That the LESSEE agrees to help the LESSOR to collect the back accounts of students incurred before the execution of this contract...... Pablo C.757........:p Petitioner Aquilino Nietes seeks a review on certiorari of a decision of the Court of Appeals... I) March 13.... b... That the lessor agrees to lease the above stated school to the LESSEE under the following terms and conditions: 1. Pampanga... 1961 ..........00 (Exh. 100......000..G. said petitioner and respondent Dr... Conrado V..........957... J) August 4.........00 (Exh...... 8....

00) Three Thousand Pesos from Mrs. He is likewise entitled to damages — actual. executed by him as LESSEE and Dr. Nietes as the partial payment on the purchase of the property as specified on the original contract of "Contract of Lease with the First Option to Buy" originally contracted and duly signed. Nietes maintains that. Angeles City. desires to rescind your contract. and that if he fails to do so within fifteen (15) days from the receipt of this letter. AQUILINO T. 3. thereby extinguishing its existence in the eyes of the public and injuring its prestige. Aquilino T. That through your fault.000. Pablo Garcia. Pablo Garcia as LESSOR. and December 13. has been referred to me and in reply. the foregoing will serve notice on your part to vacate the premises within five (5) days to be counted from date of notice. said contract could not have come into existence. without which fulfillment. the contract of lease being paid. Garcia's counsel wrote to Nietes the letter Exhibit 1 (also Exhibit V) stating: The Director Philippine Institute of Electronics Angeles. Dr. (Sgd. This is to remind you that the foregoing obligations had been one. thru you. from Mrs. PABLO GARCIA (Exh. I am also serving this formal notice upon your client Dr.000 and P2. Very truly yours. inform Dr. compensatory and exemplary. LLAMAS. Truly yours. for which Garcia issued receipts Exhibit B and C. he paid Garcia the additional sums of P3.) DR. we shall take the corresponding action to enforce the agreement. Victor T. 1964 addressed to my client. the Director of the Philippine Institute of Electronics. to which counsel for Nietes replied in the following language: Atty. Llamas. Dr. NIETES will exercise his OPTION to buy the land and building subject matter of the lease and that my said client is ready to pay the balance of the purchase price in accordance with the contract. B) To Whom it May Concern: This is to certify that I received the sum of Two Thousand Two Hundred Pesos.Moreover. Catherine R. 1961. that my client Mr. there is no basis for rescission of the contract nor of the demands contained in your letter. subject of the lease contract in good condition. please. It is not simply one of those reminders that we make mention. Nietes Angeles City . Pampanga Sir: I regret to inform you that our client. reading: Received the amount of (P3. 1962. Pablo Garcia. no inventory has been made of all properties of the school. (Sgd. Nietes as per advance pay for the school. Pablo Garcia to make available the land title and execute the corresponding Deed of Sale pursuant to this notice. Jr. if we shall not hear from you. DEL ROSARIO Counsel for Mr. that our client under the circumstances. if not.200. is not only entitled to a rescission of the contract. respectively. That you had not been using the original name of the school — Angeles Institute. dated 19 October 1959 because of the following: 1. C) On or about July 31. we earnestly request you to please see the undersigned at the above-named address two days from receipt hereof.) PABLO GARCIA (Exh.) CONRADO V. For this reason. you had not collected or much less helped in the collection of back accounts of former students. Victor Llamas Law Office Corner Rivera-Zamora Streets Dagupan City Dear Sir: Your letter dated July 31. be informed that my client has not violated any provision of the CONTRACT OF LEASE WITH OPTION TO BUY.) VICTOR T. 2. That up to this time. In view of the serious nature of the breach which warrant and sanction drastic legal remedies against you. Philippine Currency. In this connection. 4. on September 4. the principal moving factors which had induced the lessor in agreeing with the terms embodied in your contract of lease. That you had not maintained the building. JR. Otherwise. (Sgd. 1964. Please. (Sgd.

and the defendant is ordered to execute the corresponding deed of sale for the school building and lot in question in favor of the plaintiff upon the latter's full payment of the balance of the purchase price. as well as setting up a counterclaim for damages in the sum of P150. Exhibit L. 1964. Garcia. respectively — were his. under the contract between the parties. at any rate. find ourselves unable to share the view taken by the Court of Appeals." What is more. a special division of Court of Appeals rendered its decision. 1970 reversing the appealed decision of the court of first instance. Dr.On July 26. payment of said sums of P3. to free the said property from any mortgage or encumbrance and deliver the title thereto to the plaintiff free from any lien or encumbrance. the present petition of Nietes for review certiorari of the second decision of the Court of Appeals.000.. Garcia — as reflected in the receipts Exhibits B and C — justifies such view. on the witness stand. whereas said sums of P3." Dr.200. and should said defendant fail to do so.957. "the full purchase price must be paid before the option counsel be exercised. Besides. 1965.200.000 before exercising his option to buy the property in question. the rentals for the whole period of the lease aggregated P25. Garcia filed an answer admitting some allegations of the complaint and denying other allegations thereof. to the effect that he "will exercise his OPTION to buy the land and building. in effect. that of the trial court.000 and P2.00. and that "the fact that such deposit was made by the lessee shows that he himself believed that he should have paid the entire amount of the purchase price before he could avail of the option to buy.000 only. The dispositive part of said decision of the Court of Appeals reads: WHEREFORE. is mainly predicated upon the theory that. did not constitute a proper tender of payment. maintained in his answer "that the sums paid" to him "were part of the price of the contract of lease between the parties which were paid late and not within the periods and/or schedules fixed by the contract (Annex A.50 deposited by Nietes with the Agro-Industrial Development Bank.000 by way of damages. on account of the stipulated sale price — to the effect that said sums " paid to the herein defendant were part of the price of the contract of lease. the deposit was a senseless gesture . Said decision of the Court of Appeals. to which petition We gave due course. that the checks for P84. His dubious veracity becomes even more apparent when we consider the allegations in paragraph (4) of his answer — referring to paragraphs 5 and 6 of the complaint alleging.00 as attorney's fees. Thus. judgment is hereby rendered ordering the latter to execute the Deed of Absolute Sale of property originally leased together with the school building and other improvements thereon which are covered by the contract. promulgated on March 10.000 and P2. as well as to recover from him the aggregate sum of P90. the appealed judgment is hereby affirmed in all other respects. . Exhibits B and for P3." indication that he did not consider the receipts. because on August 12. in view of the preponderance of evidence in favor of the plaintiff and against the defendant.50. Dr.000 and P2. for specific performance of Dr. dated August 7. 1969.." In other words. as balance of the purchase price of the property. Neither the tenor of the contract Exhibits A and A-1 (also Exhibit 2) nor the behaviour of Dr. on October 18." because "there was no need nor sense providing that "the unused payment for the Contract Lease will be considered as part payment for the sale the land and school'" inasmuch as "otherwise there is substantial amount from which such unused rental could be deducted". he commenced the present action. said court rendered its decision. free from any lien or encumbrance whatsoever. The costs of this proceedings shall be taxed against the defendant-appellant. otherwise. After due trial.860. and Nietes insofar as the trial court had granted him no more than nominal damages in the sum of P1. with the modification that the attorney's fees awarded by the trial court in favor of the plaintiff is eliminated. pursuants to which: . give a grand total of P29. in the Court of First Instance of Pampanga.860. he having meanwhile mortgaged it to the People's Bank and Trust Company. 1970. Nietes deposited with the branch office of the Agro-Industrial Bank in Angeles City checks amounting to P84. On motion for reconsideration of defendant Garcia.200.000. that the statement in the letter. which were eliminated. with costs again him. the same was withdrawn from the Bank and ostensibly remains in the lessee's hand". as well as when he claimed that the same were part of the rentals collectible by him.200. as attorney's fees. "as an effective exercise of his option to buy".860. and even said that he was "doubtful" about it.50 on August 12. Dr. likewise. The contract does not say that Nietes had to pay the stipulated price of P100.000 and P2. but he withdrew said sum of P84. On August 2. inter alia. 1965. said special division set aside its aforementioned decision and rendered another one.). Garcia was less than truthful when he tried to cast doubt upon the fact of payment of said sums of P3. the aforementioned partial payments of P3. We.000 and P2. to pay the plaintiff the sum of P1. of Nietes.200 is admitted in said answer. dated March 10. after the checks had been cleared. that such deposit "was not seriously made. for a man of his intelligence — a Doctor of Medicine and the owner of an educational institution — could not possibly "not know" or entertain doubts as to whether or not the aforementioned signatures are his and the payments therein acknowledged had been received by him. when added to the payments previously made by Nietes. This testimony is manifestly incredible. Garcia claimed that he did "not know" whether the signatures on Exhibits B and C — the receipt for P3.200.000. was "made beyond the stipulated 5year period". Garcia insofar as the trial court had neither dismissed the complaint nor upheld his counterclaim and failed to order Nietes to vacate the property in question. 1965. Garcia's alleged obligation to execute in his (Nietes') favor a deed of absolute sale of the leased property. except as regards said attorney's fees. and dismissing the complaint of Nietes. 1965. Accordingly. apart from attorney's fees and the costs.957 in excess of the agreed rentals for the entire period of five years. or P4. reversing that of the Court of First Instance. Hence. After appropriate proceedings. Annex "A". the dispositive part of which reads: WHEREFORE. said option is governed by the general principles on obligations.000 and P2. affirming. the proceeds from the purchase price be applied to the payment of the encumbrance so that the title may be conveyed to the plaintiff. Both parties appealed to the Court of Appeals. upon payment of the former of the balance (whatever be the amount) of the stipulated purchase price. and to compel him (Garcia) to accept whatever balance of the purchase price is due him. which. in turn. respectively. and the cost of this suit.

300............ 1961. from September 4.. Garcia. 1961 ..... The provision in paragraph 5 of the Contract. under the contract. Garcia had received the total sum of P27.. that Nietes "is ready to pay the balance of the purchase price in accordance with the contract.... said deposit and its subsequent withdrawal cannot affect the result of the present case.860. Dr.. and that. the Contract of Lease being paid" — in other words..757..... 1961.. Dr.. 3. This circumstance indicates clearly that Nietes had... and expected Dr. Mrs.......... Mrs.. 500.... from October 19. 1962..00 (Exh....00 (Exh E) December 21.. 2 In other words...000 to Dr. 1961 . 1960 .500 on October 19.. neither party incurs in delay if the other does not comply or is not ready to comply in a proper manner with what is incumbent upon him. Dr..... when he delivered the sum of P18.757. or the total sum of P25..... the same was in full force and effect.... 1961 . the creditor may validly and effectively exercise his right by merely advising the debtor of the former's decision to buy and expressing his readiness to pay the stipulated price.. P4... notice of the creditor's decision to exercise his option to buy need not be coupled with actual payment of the price. ....... In any event. to the effect that "should the LESSEE" choose to make use of his option to buy "the unused payment for the Contract of Lease will be considered as payment for the sale of the land and school... and the latter had by August 4.... did not mention said acts or omissions of Nietes among his alleged violations thereof enumerated in said communication.. 1961.... Garcia. 1960. In short..In reciprocal obligations.000. 1960 . J) August 4. Nietes was entitled to exercise his option to buy "within the period of the Contract of Lease..000 on or before March 30......... 1961 . G) February 16.. received from the former the aggregate sum of P24. delay by the other begins.. conformed with said contract.... and the withdrawal thereof soon after does not and cannot affect his cause of action in the present case... 1960.... in his opinion. From the moment one of the parties fulfills his obligation.. to pay P5. so that Nietes may be considered as having complied substantially with the terms agreed upon....... 1. or P2. 1959 to March 30.... on September 4. 1962. P243... with his part of the bargain..... on December 13... this is borne out by the receipt issued by Dr. he may have had the intent to show his ability to pay the balance of the sum due to Dr.. 1965.00 (Exh... Garcia to inform or advise him "to make available the land title and execute the corresponding Deed of Sale pursuant to this notice..200. Garcia for the payment of P2....... and that if he fails to do so within fifteen (15) days ..... Unless and until the debtor shall have done this the creditor is not and cannot be in default in the discharge of his obligation to pay.. however. in accordance or conformity with said contract." which — pursuant to paragraph 6-A of said contract — commenced "in June 1960" and was to "terminate in June 1965..500 on or before October 30. accordingly...... and P15.. 100...." and requests counsel for Dr. Garcia as the sale price of his property.. Indeed..00 It is true that Nietes was bound.. as stated in Exhibit L.." It is not correct to construe this expression — as did the appealed decision — as implying that the option had not been or was not yet being exercised.. K) September 4. when.757 in excess of the P25. 1959....757.. Surely...." thus further indicating that the payment.. 1961..957 to Dr.... P27. B) ________ TOTAL . dated July 31.... Exhibit L.200in excess of the rentals for the unexpired portion of the lease. H) March 12.00 (Exh. 1961 ... chosen to exercise and did exercise then his option to buy.. What is more. "simply means that the rental paid for the unused portion of the lease shall be applied to and deducted from the sale price of . demanding rescission of the contract.... 1 In the case of an option to buy. and over P21... we shall take the corresponding action to enforce the agreement.... to which he referred therein as a "partial payment on the purchase of the property as specified on the original contract of 'Contract of Lease with the First Option to Buy' ... 1961 .... Garcia to comply. as of September 4.. 1960. or as a mere announcement of the intent to avail of it at some futuretime. This is.. the same is "a formal notice" that Nietes had exercised his option.." Such demand and said readiness to pay the balance of the purchase price leave no room for doubt that.00 (Exh..... within fifteen (15) days....000 representing the rentals for the entire period of the lease.. also. 3. 700." Nietes had paid Dr. whereas his first payment was not made until October 10. P18... This interpretation takes said expression out of the context of Exhibit L.. In fact............000.957... Nietes turned over the sum of P3. Garcia the following sums: October 6....00 (Exh. I) March 13. so long as this is delivered to the owner of the property upon performance of his part of the agreement........ when." Further confirmation is furnished by the letter of Nietes.... there would have been no point for said demand and readiness to pay.... 1964." As early as September 4. he issued the receipt Exhibit B... 1961.. because the letter of the former...000.. with the Agro-Industrial Bank checks amounting altogether to P84... therefore.. 1960 ..000 due as of March 30.. if Nietes had not yet exercised his option to buy. stating that said payment had been made "as per advance pay for the school.. 1959.. Nietes delivered the additional sum of P2. within the period of the lease — stating that he "will exercise his OPTION to buy the land and building subject matter of the lease.. In making such deposit.00 (Exh. Nietes need not have deposited. or well "within the period of the Contract of Lease.50 on July 26..... which positively states.000. on September 4.. provided that the same is available and actually delivered to the debtor upon execution and delivery by him of the corresponding deed of sale. D) November 23.200... Garcia issued a receipt accepting said amount "as the partial payment on the purchase price of the property as specified on the original contract. on December 13..... 1960.. F) January 14. 1961 to June 1965. of August 1964 — also.00 (Exh... Garcia seems to have either agreed thereto or not considered that Nietes had thereby violated the contract.00 only less than the P25....... 200.. it is undisputed that...00 (Exh... Besides.....

there results a balance of P82. Pablo C. representing the rentals for the unused period of the lease. Garcia. and that Dr.248.500 as and for attorney's fees. Makalintal.000 to be paid by Nietes at the proper time — in other words. Garcia. that from the aggregate sum of P29. the decision of the Court of First Instance of Pampanga is hereby affirmed in all other respects. Zaldivar. J. as well as of the owner's duplicate of the certificate of title to said property. 1962. consequently.957.P100...000. Dr. and that of the Court of Appeals reversed.00 paid in excess of said rental and advanced solely on account of the purchase price. Garcia. free from any lien or encumbrance whatsoever.67.B. upon execution by the latter of the corresponding deed of absolute sale of the property in question. duly executed by Dr. Barredo. Our considered opinion that Nietes had validly and effectively exercised his option to buy the property of Dr.248. Garcia should indemnify Nietes in the sum of P2. on December 13. at least. the sum of P12.751.67.957. Nietes of the sum of P2. Makasiar Antonio and Esguerra. with costs against respondent herein. that deducting said sum of P17. . or roughly thirty (30) months and a half.00 paid to him up to that time. when he acknowledged receipt from Mrs.33 which should be paid by Nietes to Dr. plus P4. 1962. It is.L.708.33 should be deducted as rental for the period from June 1960 to December 13. in favor of Nietes.simultaneously with the delivery to him of the corresponding deed of sale.67 from the agreed price of P100.291. Thus modified.. JJ. took no part. Reyes. and the delivery to him of said deed of sale.200 then delivered by her "in partial payment on the purchase of the property" described in the "Contract of Lease with Option to Buy". consisting of P12. J. thereby leaving a balance of P17. concur. Castro.00. Garcia. Teehankee. It is so ordered. Fernando.

the appellants. Miranda and Sierra for appellants. plaintiffappellee. 1900. and to occupy it for such time as the said Francisca Hilario or her heirs should permit. should any question ever arise over the title thereto. but the trial court. and we are of opinion that the trial could properly refused to admit them in evidence. J. 200 pesos. Timoteo Lanuza. on the 11th day of January. and certain other documents which tended to show that the title to said property was in the said Joaquin Lao-Jico. deceased. and that they took possession of the lot under and by virtue thereof. declared under oath that the lot in question was the property of the said Francisca Hilario. and signed by the appellants and by Francisca Hilario. during the course of which one of the appellants. Chicote. defendant's own showing the agreement to sell did not pass title or dominion over the property. L-2058 December 22. and that on the 7th of December. and. for even if it were admitted that they had been in possession for the full prescriptive period. and only gave the defendants a right to demand the fulfillment of the terms thereof. Civil Code. The plaintiff introduced in evidence an agreement in writing executed on the 4th of July. that they discovered later that she held the property merely as administratrix for the true owner. ANDREA FLORES. should it appear that the instrument is what it purports to be. 447. expressly acknowledging the right and title of the said Francisca Hilario. they took possession by virtue of the express permission of the deceased Francisca Hilario. Plaintiff also introduced in evidence a transcript of the record of a criminal case in the Court of First Instance of Manila. and took from him an agreement in writing whereby he promised to sell them the said property for 500 pesos. Tondo. thus modified the judgment should be affirmed. Kincaid for appellee. Manila.A. because he died a short time thereafter.G. and declaring said lot to be the property of the estate of which the plaintiff is administrator. defendants-appellants. as appears from the abovementioned certified copy of the statement under oath of one of the defendants. 1882. with the costs of this instance against the appellants. (Art.R. gave the appellants permission to enter upon the land in question. 120. refused to admit these documents in evidence. and continued in possession by virtue of said permission until January 15. Timoteo Lanuza. TIMOTEO LANUZA AND WIFE. deceased. a finding that neither plaintiff nor defendants have proven title to the property in question. The defendants offered in evidence this alleged agreement for the sale of the property. No weight can be given to the defendants' claim to title by prescription. is entitled thereto in accordance with the terms of that agreement.. vs. but they allege that they entered into it under the mistaken belief that Francisca Hilario was in fact the owner of the property. however. So ordered. 1900. we have before us only the above-described permission to the defendants to occupy the lot in question at the will of the deceased Francisca Hilario. CARSON. We do not think that the plaintiff affirmatively established title to the lot in question. and so much of the judgment of the trial court as undertakes to declare title to the said lot in the estate of which the plaintiff is administrator should be reversed.: Judgement was rendered in favor of the plaintiff for the possession of a certain lot of land described in the complaint as lot No. an agreement which was never consummated. ET AL. one Joaquin Lao-Jico. her heirs. since deceased.) The judgment of the trial court should be modified in accordance with this opinion. by substituting for the finding of the trial court that the lot in question is the property of the estate represented by the plaintiff. After the expiration of twenty days let judgment be entered in accordance herewith. among other stipulations binding themselves to close the opening in the wall which divided the said lot from their town. or legal representatives. No. W. These documents are made a part of the bill of exceptions. (Art. 1905 JOSE MAS. and that he had been treating with her for the purchase thereof. to the possession and ownership of said property. 1451. Civil Code. whereby the said Francisca Hilario. and the plaintiff having made demand for possession. as on the . Calle Clavel. The defendants admit the execution of the above-described agreement. but that the plaintiff administrator is entitled to possession thereof. 1892. and the record returned to the court wherein it originated for execution thereof. and that the title was in fact in the said Joaquin Lao-Jico. they loaned the true owner. on their part.) This evidence being excluded. over the objection of the defendants. administrator of the estate of FRANCISCA HILARIO.

for appellee. The plaintiff’s attorneys wrote the defendant’s representative a letter on January 14. 1909.428.G.000 of the nominal capital. Subsequently to the execution of Exhibit J.000 in the nominal capital of P865. In accordance with the terms of this exhibit a committee of appraisers was appointed to ascertain and fix the actual value of La Insular. As you are doubtless aware these participations represent nominal values of P20. 1910.194. On March 14. William A. unless . Barretto & Co. 1909. Barretto. the court below held: (1) That the agreement of May 3. that.000. for appellant. 1910. 1906. Again the plaintiff’s attorneys after acknowledging the receipt of the balance sheet of the profits for the year ending June 30.000. Upon the evidence submitted at the hearing.) . Judgment was rendered accordingly. Of this amount 4/173 part represented the plaintiffs’s share on his P20. we beg leave to offer for sale to your principal. TRENT. Haussermann. JOSE SANTA MARINA.: The La Insular cigar and cigarette factory is a joint account association with a nominal capital of P865. to January 8. No.000 and P69. 1910.R. The plaintiff and defendant were both interested in La Insular. L-8238 ANTONIO M. at their actual market value. in his letter of April 7. . The important issue in this case is whether the sale in question included that proportionate share of the profits due the plaintiff by reason of his investment in the concern.44. “Now that the accord between the interested parties no longer exists we do not deem if feasible to subscribe a balance of this nature. . J.700 which is hereby offered. D. In the offer the plaintiff’s inte rest of or participation was definitely defined and stated to be P20.400. Barretto in the joint venture known as La Insular and the one-half interest of the latter in the participation therein which stands in the name of Messrs. addressed to the defendant’s representative. making a total nominal value of P54. The defendant appealed. standing alone. plaintiff-appellee. would not prevent recovery in this action. The committee rendered its report on November 14.400 of Barretto & Company. or 4/173 of the whole. The plaintiff was the local general manager from November 14.000. the plaintiff’s share being P20. Kincaid and Thomas L. 1910. and that the only point to be discussed is that of the amount that should be paid me for my share. 1909. 1910. with interest and cost. while on the other hand defendant concedes that if the said agreement was only a promise to sell in the future it. Santa Marina and myself. 1910.” And again.” From the correspondence above mentioned it appears that the plaintiff offered to sell to the defendant his participation in La Insular. was a perfected sale he cannot recover any profits after that date. vs. This offer was made on account of the strained relations existing between the parties at that time and the desire on the part of the plaintiff to separate himself from that business. 1910. 1910. The result of the correspondence between the parties and their representatives was that Exhibit G was duly executed on May 3. BARRETTO. said: “In view of the relations that have come about between Mr. I believe it would suit both of us that our interest in the La Insular business should be separated. the plaintiff acknowledged to have received from the defendant that amount. (We are not now dealing with the plaintiff’s interest in the P69. This demand was refused and thereupon this action was instituted to recover said profits. and (2) whether the appraisers included in their appraisement the accumulated profits since June 30. the plaintiff’s attorneys wrote the defendant’s local representative a letter offering to sell to the defendant plaintiff’s participation in the factory. demand was made by the plaintiff upon the defendant for his share of the profits from June 30. It is admitted that no distribution of profits had taken place during the period from June 30. 1910. We will inquire (1) into the nature and character of the agreement of May 3. In Exhibit J which was executed on November 22. stated in their letter to the defendant’s representative. the participation of Sr. dated March 2. defendant-appellant. 1910. to November 22. saying: On behalf of Sr. the plaintiff himself. Antonio M. fixing the net value at P4. 1910. The plaintiff admits that if the agreement of May 3. to November 22. Cohn and Fisher. was by its terms a contract tosell in the future and did not pass title and (2) that the sale of plaintiff’s interest did not include the profits in question. Hartigan. 1909. 1910. 1910.

The following appears in the contract of November 22. title. and provide the following: (1) That a board of assessors.000). cession. but have agreed upon the method of fixing and determining the said value for which the party of the first part is to buy and the party of the second part is to sell that interest. The object of the contract in the case at bar was the whole of the plaintiff’s right. . M. This whole was 4/173 of the entire net value of the business. or action that he has in said factory by reason of the shares under consideration. The fixing of such net value was unreservedly left to the judgment of the appraisers. D. MacGavin as legal representative of Jose Santa Marina as the price of the cession and transfer of the said shares. after reciting the fact that each of the contracting parties is a participant in the joint account association known as la Insular. Gibson. The result is that the two essential requisites necessary to constitute a perfected sale were present. and the party of the first part will immediately buy for cash and the party of the second part will immediately sell to the party of the first part all the right. Wherefore. and Whereas the respective contracting parties have been unable to agrees as to the true present value of the said interest of the party of the second part. even when neither has been delivered. Barretto also acknowledges by virtue of the present sale. and the respective assets of said business. Antonio M. The parties agreed that the price should be 4/173 of the total net value. claim. and designated for the purpose of hearing the respective claims of the one and the other party relative to the value of the business known and designated by the name of La Insular tobacco factory. Neither party could withdraw from the contract without the consent of the other. commissioned. including not only the individual participation of the said party of the second part standing on the books of the association in the name of Antonio M. supra. Barretto hereby declares to have received from John D. and all questions relating thereto were settled. and transfer that he has from this date relinquished (separado) all intervention.Article 1450 of the Civil Code reads: “The sale shall be perfected between vendor and vendees and shall be binding on both of them. 528525 drawn by the said MacGavin in his above-stated capacity upon the Hongkong & Shanghai Bank of this city. composed of Enrique Barrera y Caldes. Barretto.000 Phlippine currency.700) Philippine currency bears to the sum of eight hundred and sixty-five thousand pesos (P865. ” Under article 1450. Philippine Islands. it shall be sufficient that it be fixed with regard to another determinate thing also specific. but also one-half of the share in the business which stands on the books in the name of Barretto & Company constituting a total nominal share of P54. there are two indispensable requisites in a perfected sale: (1) There must be an agreement upon the thing which is the object of the contract. right. 1910. Nothing was left unfinished in so far as the contracting parties were concerned. by reason and is consideration of the foregoing and of the mutual promises and agreements hereinafter set forth. or that the determination of the same be left to the judgment of a specified person.” The contract of May 3. all of the city of Manila. the one sell and the other to buy the whole of the right. title and interest of the party of the second part in and to the said business. and (2) the contracting parties must agree upon the price. provides that: Whereas the respective contracting parties have agreed. the sum of P280. xxx xxx xxx (5) That the decision and conclusion of said board with reference to the total value of the business known and designated by the name of La Insular Cigar Factory shall be conclusive. by mutual agreement is hereby appointed. Philippine currency. final. if they have agreed upon the thing which is the object of the contract and upon the price. agree. As to the thing and the price the minds of the contracting parties met. show beyond a doubt that the first named contract constitutes an agreement to sell in the future and not a perfected sale and that this is clearly in harmony with the intention of the parties. and in accordance with the proof adduced relative to said values to fix and determine the same for the purposes of the purchase and sale above mentioned. But the plaintiff strongly insists that the language used in the contracts of May 3 and November 22 and the fact that the appraisers did not take into consideration in fixing the value of the business the profits accruing after June 30. J. for which sum the first named issues to him a most legal bill of sale.70 Philippine currency by check No.” This is supplemented by article 1447 of the Code which reads as follows: “In order that the price may be considered fixed.025. and the party of the first part will pay thereof such proportional part of the total net value of said business as equals the proportion that the sum of fifty-four thousand seven hundred pesos (54.700 Philippine currency in the total nominal capital of P865. the respective parties herein contracting do hereby mutually stipulate. and interest in La Insular. H. Fleming. and binding upon each of the contracting parties herein. 1910: “Antonio M. 1909. title and interest of the said Antonio Maria Barretto in and to the said joint account association.

Civil Code. Mr. with respect to the rest of the items which make up the assets of the said business. we find that the parties did not only agree “the one sell and the other to buy” and that “one will immediately sell and the other will immediately buy” the whole of the plaintiff’s interest but that they were unable to agree “as to the true present value of the said interest. (8 Phil. 1. “for the purposes of the purchase and sale above mentioned” any the less significant or controlling than t hat relied upon by the plaintiff found in the first and fifth paragraphs? When the parties used this language they had in mind the purchase and sale which they had just made.” They did not say for the purposes of a sale to be made in the future. . For the purpose of determining the soundness of the plaintiff’s position with reference to the intention of the parties will examine (1) the contract of May 3. According to the ordinary and wellunderstood use of the words “purchase” and “sale” they mean.) The total value of the business as fixed by the appraisers was final and conclusive and binding upon each of the parties. but in the ruling intention of the parties as gathered from all the language they have used and from their contemporaneous and subsequent acts. neither do particular words and phrases necessarily determine the character of the contract. securities. “and in accordance with the proof adduced relative to said values to fix and determine the same for the purposes of the purchase and sale above mentioned. Mr. and the steam launch Santa Marina. As to whether or not the parties. the one to sell and the other to buy” and the words of the fifth paragraph where it is stated that “the party of the first part (the defendant) will immediately buy for cash and the party of the second part (the plaintiff) will immediately sell” the plaintiff’s entire int erest in the business. Is the language. Rep. but it must be remembered that the whole contract must be interpreted or read together in order to arrive at its true meaning. 10 Phil. The recitals in the first and fifth paragraphs relied upon by the plaintiff standing alone indicate that it was the intention of the parties to make a contract to sell in the future. The one could not “immediately sell” and the other could not “immediately buy” because the purchase and sale had already taken place. La Commercial. and (2) the report of the appraisers. McMicking. 1909. Uy Piaoco vs. the undersigned. If they could have done this then the plaintiff could have sold his interest to any other person at any time after the execution of the . founded on a valuable consideration. It was the duty of the appraisers to hear the respective claims of the one and the other party relative to the value and assets of the business. however. disconnected from all others. 1462. In the contract of May 3. and in order to act with greater certainty in the discharge of their duties have had the real estate in Manila appraised by a civil engineer. The only thing which either could then do was the one to tender and the other accept the cash.. the machinery by an engineer. finally. and these experts have discharged the duties imposed upon them in the manner shown in the respective reports filed by them. Certain stipulations cannot be segregated and then made to control. they have accepted the figures at which they stand in the said inventory as these have been accepted by both parties. a transmutation of property from one party to another in consideration of some price or recompense in value. divesting the title out of the vendor and vesting it in the vendee. Again. And.” they did agree. made a perfected sale or only an agreement to sell in the future is not to be determined alone by any particular provision the said contract contains. 286. . proceeds to make a valuation of the property. With regard to the “Sundry Debtors” account. they have taken the average of those valuations so as to avoid the expense of an expert appraisal. not only was the title of the plaintiff’s interest vested in the defendant on the execution of the contract of May 3 but the possession of that interest was also then transferred to the defendant. in the absence of any expression to limit their significance. and Maria Cristina. to the effect that the parties “have agreed. With respect to the real estate in the Provinces of Cagayan and Isabela. and the stocks of tobacco by tobacco experts recommended by the managers of the cigar factories called Flor de la Isabela. In view of the difference between the value placed by the parties on the furniture and fixtures. upon the method of fixing and determining such value by appointing appraisers for this purpose. a transmission of property by a voluntary act or agreement. stock. 1910. Alinea et al. and credits which compose the assets of the said business known and designated as the Insular Cigar Factory. taking as a basis therefor the assests of the said business on June 30. they have proceeded to make an examination of the same and have disregarded the accounts which in their judgment may be regarded as uncollectible and deducted 25 per cent from those which in their opinion are doubtful. Irureta Goyena. and quotes the following from the report of the appraisers: . when they executed the contract of May 3. after hearing evidence of persons whom they deem to be competent. Neither could question the correctness of such value when once thus fixed. Rep. have fixed the valuation of those properties in a manner deemed by them to be fair and equitable. (Art. 112).. cites Alcantara vs.In support of the above proposition the plaintiff calls our attention to the recital in the first paragraph of the excerpt from the contract of May 3. Loader.

the entire assemblage of parts. Santa Marina. 4. Right to and right of action for his capital invested in the business of La Insular. Now. The “said interest” was the whole of the right. were not ascertained until some twelve days after the appraisers submitted their report. That the profits were a part of the plaintiff’s interest is self-evident. all of a thing without defect or exception. (supra). . title. at the same time promised that in the event of their failure to pay the borrowed money within the time they would sell him certain property for the amount of the loan. and did the appraisers include said profits when they fixed the total net value of La Insular? In the second paragraph of the contract of May 3 this language was used: “Whereas the respective contracting parties have been unable to agree as to the true present value of said interest of the party of the second part.. title. Such profits were in the possession of the association during the entire period from May 3 to November 22. credit. title. This juridical relation existed on May 3. It is true that the appraisers said that they made a valuation of the assets of the business. . In the case at bar was there any such uncertainty as to the sale of the property? The one agreed to sell and other agreed to buy a certain specified interest in La Insular. when that contract was executed and signed by the parties. as we have said. Right to a proportional share in the annual dividends of the business on his capital invested. did the parties intend to include the profits in question in the purchase and sale. The plaintiff was a creditor in a double sense. however. If the loan was repaid the sale did not take place. he only sold a part is never equal to the whole. 5. This agreement was carried into effect. and we find nothing of that kind. The profits for the year ending June 30. to wit: (a) For the capital invested. . All the authorities agree that when the word “whole” is thus used it means the entire thing. It is therefore clear that the recitals from the contract and the case cited do not support the contention of the plaintiff. The appraisers were appointed. The sum total of these constituted on May 3. by a sale a jus in rem is transferred. entire. The appraisers were appointed to ascertain and fix the total net value so that the true present value. 2. Exclude one part. while. The “true present value” was the actual value of the plaintiff’s entire interest on that date. of the plaintiff’s interest might be segregated and paid for. The plaintiff delivered to the defendant or his predecessor in interest a sum of money in order to participate in the profits and losses that might accrue from the business denominated La Insular.” In the absence of something in the contract sh owing that the word “whole” (tolidad) was not used in its ordinary sense it must be understood so to have been used. complete. The distinction between the two cases is apparent. after deduction of the 20 per cent of said dividends to which Santa Marina is entitled in his capacity of managing partner. “taking as a basis thereof the . Right to revise. “The whole of the right. In the case of Alcantara vs. Exclude the profits sought to be recovered then the plaintiff did not sell the whole of his right. 1910 the whole of the plaintiff’s right. . It was uncertain whether the sale of the house and lot would be consummated until after the loan was due. In this case. and interest of the said Antonio Maria Barretto in and to said joint account association” means what it says if it means anything at all. No subsequent contingency could affect the sale. 4/173 of the whole net value. Right in proportion to his capital in all the trademarks. to ascertain and fix the total net value of the factory for the purpose of determining the true present value of the plaintiff’s entire interest therein. May 3. Alinea et al. title. and interest in the “La Insular. and had not been segregated from the general mass of property up to the latter date. 1910. 2. An obligation was thereby created between the parties by virtue of which the plaintiff became the creditor and the defendant the debtor. and interest. totality. approve or impugn the annual statements rendered by the managing partner. Language will not admit of a clearer and more expressive statement of what was sold. and good will of the business. the remainder would not be the whole. the court holding that it was a contract of loan and a promise of sale of a house and lot. 1910. and (b) for the profits which that capital might produce. Right to participate. the defendants borrowed P480 from the plaintiff to be returned at the expiration of an agreed period.contract of May 3 and before November 22 for the reason that by a contract to sell only a jus in personam is created. and interest of the plaintiff in the factory. 3. in proportion to his investment in the expansion and increase of the company’s capital. the consummation of the contract of sale depended upon the failure to pay the loan. comprising all the parts. On this date the plaintiff had: 1.

Carson and Moreland. 83 while the appraisers fixed the value at P3. The stock of tobacco which was appraised by tobacco experts was not that on the hand on June 30.” of the whole of his right. .259. JJ. and interest in the factory and had solemnly declared that he “relinquished all intervention.” After this he came forward for the first time and demanded his share of the profit which he had sold and received payment therefor.07. Johnson. These profits formed for that purpose a part of the assets. amounted to P2. This was the actual amount of cash in the possession of the association at the time the appraisement was made and was considered as a part of the assets.505.” The appraisers could not have based their valuation exclusively upon the assets of that date for the reason that the books of the concern had not been balanced when they concluded their work. we find the appraisers saying in the very same paragraph in which the above quotation appears that “in order to act with grea ter certainty in the discharge of their duties they had the real estate and the machinery appraised by civil engineers and the stock of tobacco by tobacco experts. right.20.77. Torres. not including the trade-mark and good will. For the foregoing reasons the judgment appealed from is reversed upon the merits and the The value of the real estate in the provinces and a certain small launch was fixed by the appraisers upon the testimony of the competent witnesses. title.assets of said business on June 30.140. Arellano. If there had been any doubt in the mind of the plaintiff about the inclusion of the accrued profits in the sale of May 3 or that the appraisers were authorized to take into consideration such profits in fixing the total net value of the business so that the entire present value of the plaintiff’s interest might be ascertained. That the appraisers in fixing the total net value included the accumulated profits we think there can be no question. or action in said factor y by reason of the shares under consideration. claim. C..049. in fixing the valuation of the property. The appraisers could not distinguish the profits from the other personal property as such profits had not at that time been set aside and the appraisers were instructed to ascertain and fix the total net value so that the entire present value of the plaintiff’s interest might be ascertained. He remained perfectly quite until after he had received the full value complaint dismissed without costs in either instance. This item alone was fixed at P1. concur..394. excluding those which they found were uncollectible and deducting 25 per cent from the doubtful ones. The appraisers disposed of the accounts of the various debtors not in accordance with the inventory of the books of the company but according to their own judgment. but was the amount belonging to the association at the time the appraisement was made.J. The contracts and the report of the appraisers are so clear and cover the entire subject matter so fully that we are convinced that the subsequent demand for the profits in question was an afterthought.235. Surely he does not expect to be paid twice for the same thing. 1909. So it is clear from the quotation relied upon by the plaintiff that the appraisers paid very little attention to the assets of the business on June 30. In fact.767. 1909. a difference of a little over a half million pesos. 1909. the plaintiff would certainly have raised the question at the time. Another item of assets was the cash on hand P323. In fact. according to the report of the appraisers the books of the concern showed that the total assets.

the President of PHILAB. installation of laboratories.56 Padolina assured Lirio that the contract would be prepared as soon as possible before the issuance of the purchase orders and the downpayment for the goods.R. UP. Inc. thus: 1. Inc. 1st Avenue. For this purpose. for which the latter issued Official Receipt No. setting up of offices and physical plants and facilities and other capital investment of the RESEARCH COMPLEX and/or any of its component Research Institutes not to exceed P29 Million.000 to PHILAB. Laguna Mr. Dr. PHILAB made partial deliveries of office and laboratory furniture to BIOTECH after having been duly inspected by their representatives and FEMF Executive Assistant Lirio. CV No. for the account of the FEMF. As part of the project. to fabricate the laboratory furniture and deliver the same to BIOTECH for the BIOTECH Building Project. not to exceed P29. FEMF remitted P600. 152411 September 29. through Emil Q. FEMF made another partial payment of P800.G. which dismissed the complaint of the respondent against the petitioner for sum of money and damages. SR. Lirio directed Padolina to give the go-signal to PHILAB to proceed with the fabrication of the laboratory furniture. installation of laboratory and other capitalization for the project. On July 23. Bagumbayan Tanyag. and that such contract and drawings had to be finalized before the down payment could be remitted to the PHILAB the following week.627. gave the go-signal to BIOTECH to contact a corporation to accomplish the project. Padolina informed Hector Navasero.375. In a Letter dated July 23. Renato E. through Padolina. for which PHILAB issued Official Receipt No. petitioner. On July 13. Supply and Installation of Laboratory furniture for the BIOTECH Building Project Amount Supplier Attention Downpayment 2. (PHILAB).000. per the directive of FEMF Executive Assistant Lirio. INC. On October 16. 1982. Metro Manila 50% or P286. On August 24.173. J. However. the Executive Assistant of the FEMF. On October 22. Subsequently. as well as its Resolution2 denying the petitioner’s motion for the reconsideration thereof. College. 256 to FEMF.687. Hector C. the University of the Philippines (UP) decided to construct an integrated system of research organization known as the Research Complex.000. The obligations of FEMF under the MOA are the following: ARTICLE II OBLIGATIONS OF THE FOUNDATION 2. PHILAB INDUSTRIES. 1982.. arranged for Philippine Laboratory Industries. the Executive Deputy Director of BIOTECH. Rolando Gapud. respondent. The Facts of the Case Sometime in 1979.R. 1982.068. Providentially. : : : : P2. 1982. DECISION CALLEJO.934. Javier.1. including the fabrication thereof. shall grant such financial support and donate such sums of money to the RESEARCH COMPLEX as may be necessary for the construction of buildings. the Ferdinand E.00 Trans-Oriental Woodworks. Padolina also requested for copies of the shop drawings and a sample contract5 for the project. and would be transmitted to the FEMF as soon as possible.00.504 UNIVERSITY OF THE PHILIPPINES. 44209. represented by its Executive Officer. The remittances were in the form of checks drawn by FEMF and delivered to PHILAB. Lirio.. 1982. William Padolina.: Before the Court is a petition for review on certiorari of the Decision 1 of the Court of Appeals in CA-G.. the FOUNDATION shall: Fabrication and Supply of office furniture for the BIOTECH Building Project . vs. executed a Memorandum of Agreement (MOA) in which FEMF agreed to grant financial support and donate sums of money to UP for the construction of buildings. 2004 Amount Supplier Downpayment : : : P573. Marcos Foundation (FEMF) came forward and agreed to fund the acquisition of the laboratory furniture. laboratory equipment and furniture were purchased for the National Institute of Biotechnology and Applied Microbiology (BIOTECH) at the UP Los Baños.90 Philippine Laboratory Furniture Co.000 to PHILAB as downpayment for the laboratory furniture for the BIOTECH project. in carrying out its principal objectives of promoting philantrophic and scientific projects through financial support to such projects that will contribute to the country’s economic development. 1982. No. Themo1 mo2Court of Appeals set aside the Decision3 of Branch 150 of the Regional Trial Court (RTC) of Makati City. Padolina wrote Lirio and requested for the issuance of the purchase order and downpayment for the office and laboratory furniture for the project. the Chancellor of UP Los Baños and FEMF. and requested Padolina to forward the contract of the project to FEMF for its approval. Navasero President 40% or P1. Taguig. 253 to FEMF. PHILAB failed to forward any sample contract. to proceed with the fabrication of the laboratory furniture. The FOUNDATION.

940. however. PHILAB wrote President Corazon C.939.939. wrote then Chairman of the Presidential Commission on Good Government (PCGG) Jovito Salonga.00) as and for attorney’s fees.000. However. BIOTECH reminded Navasero of the need to submit the contract so that it could be submitted to FEMF for its evaluation and approval. Navasero informed De Guzman that PHILAB and FEMF did not execute any contract regarding the fabrication and delivery of laboratory furniture to BIOTECH. Director. 8 Instead of submitting the said contract.934. additional grants and donations of such amounts as may be necessary to provide the RESEARCH COMPLEX and/or any of its Research Institutes with operational flexibility especially with regard to incentives to staff purchase of equipment/facilities.18 On April 22.(a) Acquire and donate to the UNIVERSITY the site for the RESEARCH COMPLEX. 1982.00) for the construction of the buildings of the National Institutes of Biotechnology and Applied Microbiology (BIOTECH) and the installation of their laboratories and their physical plants and other facilities to enable them to commence operations. recruitment of local and expatriate staff and such other activities and inputs which are difficult to obtain under usual government rules and regulations. on November 22. 20 In the meantime. 7 In the meantime. Exasperated. 13 BIOTECH again wrote Lirio on March 21. for which PHILAB issued Official Receipt No.939. inter alia. (3) FIFTY THOUSAND [PESOS] (P50. and requested payment thereon. PHILAB filed a complaint for sum of money and damages against UP. the FEMF made another partial payment of P836.000. 1986. again appealing for the payment of PHILAB’s bill. 1986. Navasero wrote BIOTECH requesting for its much-needed assistance for the payment of the balance already due plus interest of P295. 9 By May 1983. in turn. a research laboratory of herein defendant located at its campus in College.573. In addition. the FOUNDATION shall.068. 1983. the Chancellor of UP Los Baños. 1985.11 On July 1.000. BIOTECH forwarded the invoice to Lirio on December 18. On February 24. Sometime in August 1982.234. 14 It sent another letter to Gapud.939. no response from the FEMF. Padolina wrote Lirio and furnished him the progress billing from PHILAB. WILLIAM PADOLINA.2. PHILAB submitted to BIOTECH an accomplishment report on the project as of February 28. Raul P. from time to time. The FEMF had already paid forty percent (40%) of the total cost of the project.52 representing the already delivered laboratory and office furniture after the requisite inspection and verification thereof by representatives from the BIOTECH. In a Letter dated February 1. PHILAB wrote BIOTECH. and PHILAB.21 Chancellor De Guzman wrote Navasero requesting for a copy of the contract executed between PHILAB and FEMF.000. 1986. who referred the letter to then UP President Edgardo Angara on June 9. through its officials. the FEMF failed to pay the bill.00:$1) and twenty seven (27%) percent interest on the total amount from August 1982 until fully paid.61. amounting to P2. subject to the approval of the Board of Trustees of the FOUNDATION. and Lirio for the FEMF. 1987. the PCGG wrote UP requesting for a copy of the relevant contract and the MOA for its perusal. travel abroad. PHILAB. 1986. On May 12. and (b) Donate or cause to be donated to the UNIVERSITY the sum of TWENTY-NINE MILLION PESOS (P29. submitting PHILAB’s claim to be officially entered as "accounts payable" as soon as the assets of FEMF were liquidated by the PCGG. particularly MR. PHILAB submitted to BIOTECH Invoice No. 1983.12 Lirio. 1983. de Guzman. PHILAB requested payment of P702.55 for its fabrication and supply of laboratory furniture.288.16 There was. that: 3. and (4) Cost of suit. 15 In a Letter to BIOTECH dated December 5. FEMF. continue to support the activities of the RESEARCH COMPLEX by way of recurrent additional grants and donations for specific research and development projects which may be mutually agreed upon and. In the complaint. 10 On August 11.058. presumably sometime in the early part of 1985. The payment was made in the form of a check. 202 to FEMF through Padolina. 1984. 1984 for its payment. 1986.90. conducted a verification of the accomplishment of the work and confirmed the same.40 for the final payment of laboratory furniture. PHILAB had completed 78% of the project.40) plus an additional amount (as shall be determined during the hearing) to cover the actual cost of money which at the time of transaction the value of the peso was eleven to a dollar (P11. Navasero promised to submit the contract for the installation of laboratory furniture to BIOTECH. . (2) PESOS: ONE HUNDRED THOUSAND (P100. 19 The letter was referred to then Budget Minister Alberto Romulo. 1983.17 President Marcos was ousted from office during the February 1986 EDSA Revolution.119. defendant. However. PHILAB reiterated its request for payment through a letter on May 9. by January 12. Navasero failed to do so. 6 The Board of Regents of the UP approved the MOA on November 25. 1985. appealing for the payment of its bill even on installment basis. asked plaintiff to supply and install several laboratory furnitures and equipment at BIOTECH. 1985. PHILAB prayed that it be paid the following: (1) PESOS: SEVEN HUNDRED TWO THOUSAND NINE HUNDRED THIRTY NINE & 40/100 (P702. 1983. Laguna.40 plus interest thereon of P224. requesting the payment of PHILAB’s bill. Representatives from BIOTECH.90). In a Letter dated October 20.22 PHILAB alleged. for a total contract price of PESOS: TWO MILLION NINE HUNDRED THIRTY-NINE THOUSAND FIFTYEIGHT & 90/100 (P2. On September 30. 1985. On March 26.00) exemplary damages.74 out of the total cost of P2. forwarded the invoice to Gapud. 2. 01643 in the amount of P702. Aquino asking her help to secure the payment of the amount due from the FEMF.

AND NOT THE MARCOS FOUNDATION. is liable to pay the respondent the balance of the purchase price. the doctrinal rule is that pure questions of facts may not be the subject of appeal by certiorari under Rule 45 of the 1997 Rules of Civil Procedure. in truth and in fact. was liable to the PHILAB for the purchase price of the laboratory furniture. After due proceedings. this rule is not absolute. 5. 29 On the first assigned error. filed its petition for review contending that: I. on the other hand. evil and unnecessary misrepresentations that it was going to pay its obligation and asking plaintiff so many red tapes and requirements to submit.000. and. PHILAB appealed to the Court of Appeals (CA) alleging that the trial court erred in finding that: 1. 1982. The respondent. B. UP denied liability and alleged that PHILAB had no cause of action against it because it was merely the donee/beneficiary of the laboratory furniture in the BIOTECH. After the completion of the delivery and installation of said laboratory furnitures and equipment at defendant’s BIOTECH Laboratory. That notwithstanding repeated demands for the past eight years.939. UP. nevertheless. G. the Marcos Foundation. when. Consequently.000. 27However. 23 In its answer. which funded the project.939. this Court may review findings of facts when the judgment of the CA is premised on a misapprehension of facts. submits that the CA did not err in not applying the law on contracts between the respondent and the FEMF. the petitioner argues that the CA overlooked the evidentiary effect and substance of the corresponding letters and communications which support the statements of the witnesses showing affirmatively that an implied contract of sale existed between PHILAB and the FEMF. That by reason of defendant’s malicious. thus leaving a balance of PESOS: SEVEN HUNDRED TWO THOUSAND NINE HUNDRED THIRTY-NINE & 40/100 (P702. II. defendant had no intention to pay.28 Correspondingly. IS LIABLE TO PHILAB. in truth and in fact. D. The respondent submits that the petitioner. c) P836. being .49. as this mode of appeal is generally restricted to questions of law. this case is hereby DISMISSED for lack of merit without prejudice to plaintiff's recourse to the assets of the Marcos Foundation for the unpaid balance of P792. 1982. UP specifically denied obliging itself to pay for the laboratory furniture supplied by PHILAB. the contract for the supply and installation of subject laboratory furniture and equipment was between PHILAB and the Marcos Foundation. The appellate court ruled that.000.000. personally went to and from UP Los Baños to talk with defendant’s responsible officers in the hope of expecting payment. PHILAB could not be bound by the MOA between the FEMF and UP since it was never a party thereto. defendant paid three (3) times on installment basis: a) P600. and H hereof. NAVASERO. and not the laboratory equipment supplied by it to the petitioner.4. although UP did not bind itself to pay for the laboratory furniture. b) P800. likewise. Some of plaintiff’s demand letters since year 1983 up to the present are hereto attached as Annexes A. The Court may review the factual findings of the CA should they be contrary to those of the trial court. now the petitioner. 256 dated October 22. THE COURT OF APPEALS ERRED WHEN IT FAILED TO APPLY THE LAW ON CONTRACTS BETWEEN PHILAB AND THE MARCOS FOUNDATION. The fallo of the decision reads: WHEREFORE.00) exemplary damages. and that the FEMF.119. THE COURT OF APPEALS ERRED IN APPLYING THE LEGAL PRINCIPLE OF UNJUST ENRICHMENT WHEN IT HELD THAT THE UNIVERSITY. 202 dated August 11. not the University of the Philippines.24 Undaunted. compliance of all of which took plaintiff almost eight (8) years to finish. so that other government institutions may be warned that they must not unjustly enrich themselves at the expense of the people they serve. 1983. the trial court rendered judgment dismissing the complaint without prejudice to PHILAB’s recourse against the FEMF. 2. It. when. it is liable to PHILAB under the maxim: "No one should unjustly enrich himself at the expense of another. The respondent adds that what the FEMF donated was a sum of money equivalent toP29. defendant arrogantly and maliciously made plaintiff believe that it was going to pay the balance aforestated. 253 dated August 24.26 Prefatorily. SO ORDERED. defendant should be ordered to pay plaintiff no less than PESOS: ONE HUNDRED THOUSAND (P100. 25 The CA reversed and set aside the decision of the RTC and held that there was never a contract between FEMF and PHILAB.00 as per Official Receipt No." The Present Petition Upon the denial of its motion for reconsideration of the appellate court’s decision. 6. F.40). The petitioner furthermore asserts that no contract existed between it and the respondent as it could not have entered into any agreement without the requisite public bidding and a formal written contract. E. defendant had no intention to pay whatsoever right from the start on a misplaced ground of technicalities. attests that it was never privy to the MOA entered into between the petitioner and the FEMF. that was why plaintiff’s President and General Manager himself. C. HECTOR C.52 as per Official Receipt No.00 as per Official Receipt No.000.

74 out of the total cost of the project of P2. to determine the existence or not of an implied-in-fact contract. the respondent and FEMF relating to the fabrication and delivery of office and laboratory furniture to the BIOTECH. The petition is meritorious. act or sign. when we met with Mr.573. but an agreement in fact creating an obligation. from the time Padolina contacted it for the fabrication and supply of the laboratory furniture until the go-signal was given to it to fabricate and deliver the furniture to BIOTECH as beneficiary. Secondly. University of the Philippines. the respondent is not entitled to its claim against the petitioner. Padolina asked the respondent to prepare the draft of the contract to be received by the FEMF prior to the execution of the parties (the respondent and FEMF). or other pertinent circumstances attending the transaction. Navasero who is the President. It is a contract. in its Letter dated March 26. Indeed. it is a true contract.32 An implied-in-fact contract requires the parties’ intent to enter into a contract. PHILAB INDUSTRIES. hence. even if he is aware of such contract and has acted with knowledge thereof. at the installation site. I think. but somehow. that the FEMF was to pay for the same. Even the CA failed to specifically declare that the petitioner and the respondent entered into a contract of sale over the said laboratory furniture. Marcos: YOUR EXCELLENCY: At the instance of the national government.37 The respondent even wrote former President Aquino seeking her assistance for the payment of the amount due. To create contracts implied in fact. Witness. two or three occasions. in which the respondent admitted it tried to collect from her predecessor.34 The totality of the acts/conducts of the parties must be considered to determine their intention. and we appraised him that it was really between the foundation and him to which includes (sic) the construction company constructing the building. is the fact that there was no written contract executed by the petitioner. the petitioner failed to do.068. it is not bound by the said agreement. We agree with the petitioner that. We look forward to hearing from you regarding this matter. language used. there were occasions. namely. in the total amount of P2. the respondent failed to prepare one. A contract implied in fact is one implied from facts and circumstances showing a mutual intention to contract. Very truly yours. There is no dispute that the respondent is not privy to the MOA executed by the petitioner and FEMF.90 and that the respondent received the said checks and issued receipts therefor to the FEMF. witness Lirio testified: Q: Now. Laguna.934. there were occasions during our inspection in Los Baños. Padolina: May we request for your much-needed assistance in the payment of the balance still due us on the laboratory furniture we supplied and installed two years ago? Business is still slow and we will appreciate having these funds as soon as possible to keep up our operations. should not enrich itself at the expense of the respondent. Mr. if PHILAB Industries was aware that it was the Marcos Foundation who would be paying for this particular transaction for the completion of this particular transaction? A: I think they are fully aware. for which the latter unconditionally issued receipts to and under the name of the FEMF. or things done by them. which. an implied-in-fact contract of sale was entered into between the respondent and FEMF. in 1984. the existence and terms of which are manifested by conduct and not by direct or explicit words between parties but is to be deduced from conduct of the parties.36 The respondent. An implied-in-fact contract will not arise unless the meeting of minds is indicated by some intelligent conduct. There is also no controversy that the petitioner did not pay a single centavo for the said furniture delivered by the respondent that the petitioner had been using ever since. Hence.33The conduct of the parties is to be viewed as a reasonable man would view it. nor was it liable for the payment of the purchase price thereof. . However. did you know. through Padolina. 1986. informed the petitioner and sought its assistance for the collection of the amount due from the FEMF: Dear Dr. It arises where the intention of the parties is not expressed. or manager of PHILAB.the recipient of the laboratory furniture.35 In this case.31 Likewise admitted by the parties. subject laboratory furnitures were supplied by our company to the National Institute of Biotechnology & Applied Microbiology (BIOTECH). the respondent was aware. Contracts take effect only between the parties and their assigns. Q: What is your basis for saying so? A: First. based on the records. It bears stressing that the respondent’s cause of action is one for sum of money predicated on the alleged promise of the petitioner to pay for the purchase price of the furniture. I think they were appraised by Dr. the former President Ferdinand E. the FEMF paid for the bills and statement of accounts of the respondent.288. Los Baños. despite demands.30 A contract cannot be binding upon and cannot be enforced against one who is not a party to it. Padolina. Indeed. The respondent knew that the petitioner was merely the donee-beneficiary of the laboratory furniture and not the buyer. the respondent failed to prove that the petitioner ever obliged itself to pay for the laboratory furniture supplied by it. He is fully aware that it is the foundation who (sic) engaged them and issued the payments. circumstances must warrant inference that one expected compensation and the other to pay. The parties are in accord that the FEMF had remitted to the respondent partial payments via checks drawn and issued by the FEMF to the respondent. From the inception. INC.

939. fraud. to be entitled to remuneration. or request. through Padolina. W. shall return the same to him.236. 42 Article 22 of the New Civil Code reads: Every person who. 41 Unjust enrichment is not itself a theory of reconvey. acquires or comes into possession of something at the expense of the latter without just or legal ground. notwithstanding. one must confer benefit by mistake. the respondent sent to the petitioner its bills and statements of accounts for the payments of the laboratory furniture it delivered to the petitioner which the petitioner.44 The essential requisites for the application of Article 22 of the New Civil Code do not obtain in this case. We reject the ruling of the CA holding the petitioner liable for the claim of the respondent based on the maxim that no one should enrich itself at the expense of another.52 thus leaving a balance of PESOS: ONE MILLION FOUR HUNDRED TWELVE THOUSAND SEVEN HUNDRED FORTY-EIGHT & 61/100 (P1. 38 Admittedly. Unjust enrichment claims do not lie simply because one party benefits from the efforts or obligations of others.058. the petition is GRANTED. (3) that the enrichment of the defendant is without just or legal ground. It was only when the respondent lost all hope of collecting its claim from the government and/or the PCGG did it file the complaint against the petitioner for the collection of the payment of its last delivery of laboratory furniture.61) inclusive of interest of 24% per annum and 30% exchange rate adjustment. crime. transmitted to the FEMF for its payment. is REINSTATED. to substantiate a claim for unjust enrichment. 39 Moreover. and quasi-delict. that action must be resorted to. through an act of performance by another.90). PADOLINA. If there is an obtainable action under any other institution of positive law. Rather. But this. but instead it must be shown that a party was unjustly enriched in the sense that the term unjustly could mean illegally or unlawfully. the essential elements must be present: (1) that the defendant has been enriched. However. available only when there is no other remedy on contract.40 Unjust enrichment is a term used to depict result or effect of failure to make remuneration of or for property or benefits received under circumstances that give rise to legal or equitable obligation to account for them.Out of the total contract price of PESOS: TWO MILLION NINE HUNDRED THIRTY-NINE THOUSAND FIFTY-EIGHT & 90/100 (P2. the previous administration had so far paid us the sum ofP2. or any other means. and (4) that the plaintiff has no other action based on contract. crime or quasi-delict. No costs. On several occasions. it is a prerequisite for the enforcement of the doctrine of restitution. Makati City. our claim has remained unacted upon up to now. The petitioner legally acquired the laboratory furniture under the MOA with FEMF. quasi-contract. the FEMF failed to pay the last statement of account of the respondent because of the onset of the EDSA upheaval. The assailed Decision of the Court of Appeals is REVERSED AND SET ASIDE.43 An accion in rem verso is considered merely an auxiliary action. Copy of said invoice is hereto attached for easy reference. we sincerely hope that payment of this obligation will soon be made as this is one project the Republic of the Philippines has use of and derives benefit from.748. The Decision of the Regional Trial Court. the latest of which was subject invoice (01643) we submitted to DR. and the principle of accion in rem verso will not lie. IN LIGHT OF ALL THE FOREGOING. SO ORDERED. (Boldface supplied) In order that accion in rem verso may prosper. we have tried to collect this amount from your predecessor. (2) that the plaintiff has suffered a loss. quasi-contract. it is entitled to keep the laboratory furniture.412. Now that your excellency is the head of our government. Branch 150. . coercion. deputy director of BIOTECH. The respondent had a remedy against the FEMF via an action based on an implied-in-fact contract with the FEMF for the payment of its claim. the claimant must unequivocally prove that another party knowingly received something of value to which he was not entitled and that the state of affairs are such that it would be unjust for the person to keep the benefit. hence.119.

000 and the appeal was perfected before Republic Act No. Meer & Meer for plaintiff-appellee. 1969. Dear Mr. a real estate broker". In the early part of February. Inc. Makati. (4) That if my negotiations with said property will not be consummated by reason beyond my control. Inc. Meer. Bormaheco.: This action was instituted by Villonco Realty Company against Bormaheco. 1975 VILLONCO REALTY COMPANY. Later.1964 Mr. The mortgage debt was fully paid on July 10. In the course of the negotiations. (2) That a deposit of P100. CERVANTES. as agent. Cervantes for the specific performance of a supposed contract for the sale of land and the improvements thereon for one million four hundred thousand pesos. Villareal. Bormaheco. are the owners of lots 3. A. 1968. intervened in order to recover her commission. J. through the intervention of Edith Perez de Tagle. 5440 took effect on September 9. Cervantes did not disclose to the broker and to Villonco Realty Company that the lots were conjugal properties of himself and his wife and that they were mortgaged to the DBP. Romeo Villonco Villonco Building Buendia Avenue Makati. The entire lots are occupied by the building. If the above terms is (are) acceptable to your Board. under the following conditions: (1) That we are offering to sell to you the above property at the price of P400. Gallardo and Associates for intervenor-appellee. Rizal with a total area of three thousand five hundred square meters (TCT Nos. Exh.000. Rizal. and the Cervantes spouses. machinery and equipment of Bormaheco. The lots were mortgaged to the Development Bank of the Phil (DBP) on April 21. Inc.R.. Cervantes and Rosario N. Inc. This Court took cognizance of the appeal because the amount involved is more than P200. Ana. to Romeo Villonco for the sale of the property. and deliver the same thru the bearer. On a subsequent occasion.G. 1964 there were negotiations for the sale of the said lots and the improvements thereon between Romeo Villonco of Villonco Realty Company "and Bormaheco. and the spouses Francisco N. Miss Edith Perez de Tagle. CERVANTES and ROSARIO N... Cervantes. Inc. February 12. Manila. and are adjacent to the property of Villonco Realty Company situated at 219 Buendia Avenue. Inc.. I will return to you your deposit of P100.. INC. m. the brothers Romeo Villonco and Teofilo Villonco conferred with Cervantes in his office to discuss the price and terms of the sale. and that Cervantes was duly authorized to sell the same. Cervantes. with a total area of 3. accompanied by Edith Perez de Tagle. Rosario P. The lower court enforced the sale.. vs. During the negotiations. Villonco: This is with reference to our telephone conversation this noon on the matter of the sale of our property located at Buendia Avenue. Cervantes and his wife. Villonco Realty Company assumed that the lots belonged to Bormaheco. FRANCISCO N. Navarro and Associates for defendants-appellants. 43531 and 43532. P. as supposed vendors. L-26872 July 25. defendants-appellants.00 must be placed as earnest money on the purchase of the above property which will become part payment of the property in the event that the sale is consummated. 1964. made a written offer dated February 12. A-1 and A-2). discussed again the terms of the sale with Villonco. intervenor-appellee. AQUINO. and (5) That final negotiations on both properties can be definitely known after 45 days. The facts are as follows: Francisco N.000 and the sale of my property to you will not also be consummated. Francisco N. BORMAHECO. . Cervantes is the president of Bormaheco. 43530. Navarra-Cervantes. P. Inc. The offer reads (Exh. No. through Cervantes. Edith Perez de Tagle. 15 and 16 located at 245 Buendia Avenue. represented by its president.500 sq. Cervantes "went to see Villonco for the same reason until some agreement" was arrived at. a dealer and importer of industrial and agricultural machinery.00 per square meter. 1959 as security for a loan of P441. please issue out the said earnest money in favor of Bormaheco. (3) That this sale is to be consummated only after I shall have also consummated my purchase of another property located at Sta. B): BORMAHECO. Inc. appealed. J.000. plaintiff-appellee and EDITH PEREZ DE TAGLE. INC.

At the bidding held on January 17. Cervantes: In reference to the letter of Miss E. 1964 Mr. as follows: 1. Bormaheco. 1964 authorized the General Manager to sign the necessary contract (Exh. 1964 (Exh. F R A N C I S C O N . 1).00 per sq. Sta. The counter-offer was accepted by Cervantes as shown in Exhibit D. Bormaheco. Cervantes and Teofilo Villonco had a final conference on February 27. for the price of P552.offer (Romeo Villonco's first counter-offer was dated February 24. including the improvements thereon. through Teofilo Villonco. 1964 made a revised counter. Rizal Dear Mr. Philippines March 4. in its letter of March 4.500 sq. Inc. 245 Buendia Avenue Makati. Makati. Building 219 Buendia Avenue. Exh. On February 28. Perez de Tagle dated February 12th and 26.V e r y t r u l y y o u r s . meters. 1964.. Makati. with an area of twenty thousand square meters.000.000. C E R V A N T E S P r e s i The property mentioned in Bormaheco's letter was the land of the National Shipyards & Steel Corporation (Nassco).. 1964 in respect to the terms and conditions on the purchase of your property located at Buendia Ave.00 shall be given to you as earnest money which will become as part payment in the event the sale is consummated. the Nassco Acting General Manager wrote a letter to the Economic Coordinator.. m.. That a deposit of P100. 1964. In the meanwhile. Francisco Cervantes. C) for the purchase of the property. 1964. we hereby revise our offer. H). 2. Inc. and Villonco Realty Company continued their negotiations for the sale of the Buendia Avenue property. The Nassco Board of Directors in its resolution of February 18. requesting approval of that resolution. the highest bidder. Ana. d e n t . R. C. Rizal. Manila. As a result of that conference Villonco Realty Company. The Acting Economic Coordinator approved the resolution on March 24. S G D . with a total area of 3. That the price of the property shall be P400. Rizal. Inc. which is quoted below: VILLONCO REALTY COMPANY V. located at Punta. 1964 that land was awarded to Bormaheco.

(Sgd. 14 tsn). (Sgd. the P100.000.000. Ana we are negotiating. the same shall be finalized upon preparation of the contract to sell. only if your deal with another property in Sta. MBTC Check No.00 will become as part payment for the purchase of your property without interest: 4. Inc. Inc. Cervantes sent them by registered mail.3. Exhibit D. 1964 (Exh. said P100. E) mentioned in the foregoing letter-contract was delivered by Edith Perez de Tagle to Bormaheco.) FRANCISCO CERVANTES That this sale shall be subject to favorable consummation of a property in Sta. A N Y ( S g d .000.00) PESOS. on March 4. This sale shall be cancelled. The manner of payment shall be as follows: a.000.000 (Exh. Cervantes returned the earnest money.) FRANCISCO CERVANTES The check for P100. 1964 and was received by Cervantes.000. 448314.00 earnest money and 650. In the voucher-receipt evidencing the delivery the broker indicated in her handwriting that the earnest money was "subject to the terms and conditions embodied in Bormaheco's letter" of February 12 and Villonco Realty Company's letter of March 4. or P750. F. or twenty-six days after the signing of the contract of sale.00 as part of the down payment. 1964.24 (at ten percent per annum). with interest amounting to P694. Then.000. 1964. ) T E O F I L O V I L L O N C O . P100. F-I and F-2).00 -do212. Cervantes cited as an excuse the circumstance that "despite the lapse of 45 days from February 12. E-1.00 as total down payment b. Villonco Realty Company refused to accept the letter and the checks of Bormaheco.000. in a letter dated March 30.00 Total As regards to the other conditions which we have discussed during our last conference on February 27. Enclosed is our check for ONE HUNDRED THOUSAND (P100. kindly sign your conformity hereunder. The balance is payable as follows: P100.00 after 3 months 125. However. 1964 there is no certainty yet" for the acquisition of the Punta property (Exh. * If the above terms and conditions are acceptable to you. INC. unexpectedly. if our deal with you is finalized.00 -doP650.000-00 earnest money will be returned to us with a 10% interest p.000. Ana shall not be consummated and in such case. V I L L O N C O R E A L T Y C O M P CONFORME: BORMAHECO.a.500. as earnest money. Very truly yours.

). "An acceptance may be express or implied" (Art. Inc. Inc.000 as attorney's fees to its lawyers. Civil Code). 1320. was represented by Cervantes (Exh. Abanes. Bormaheco. On June 2. and the other to pay therefor a price certain in money or its equivalent. ** Cervantes in his letter of April 6.400. would acquire the Punta land within the forty-fiveday period was not fulfilled. Inc. The latter was furnished with a copy of that letter. may be in keeping with good faith. and requesting the latter to send its duly authorized representative to the Nassco for the signing of the deed of sale (Exh. Inc. Ibid. G). (a) to convey the same lots to Villonco Realty Company. 1319. the Nassco Acting General Manager wrote to Bormaheco. 1964 up to the consummation of the sale. 1964. (Pars. the broker. as consequential damages.. 1964 Villonco Realty Company returned the two checks to Bormaheco. he entered into negotiations with Villonco Realty Company regarding the said land.000 as to attorney's fees (Civil Case No. 1458. "By the contract of sale one of the contracting parties obligates himself to transfer the ownership of and to deliver a determining thing. 1975). cannot be compelled to sell the land which belongs to the Cervantes spouses and (3) that Francisco N. It claimed that it was damaged in the sum of P10. "acquires the Sta. As of January 15.1äwphï1. Inc. the sum of P10. except as to the issue of damages. 1965 Villonco Realty Company had paid to the Manufacturers' Bank & Trust Company the sum of P8. "The contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the object of the contract and upon the price. Inc.1äwphï1.000 annually due to the notice of lis pendens which had prevented it from constructing a multi-story building on the three lots. Civil Code). Bormaheco. "Consent is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract. subject to the provisions of the law governing the form of contracts" (Art. Inc. Bormaheco. Inc. Ana property". Inc. Also on that same date. and because the condition that Bormaheco. (2) that Bormaheco. Cervantes did not bind the conjugal partnership and his wife when. a notice of lis pendens was annotated on the titles of the said lots.39 as interests daily on the same loan since January 16. obligated itself to pay her a three percent commission on the price of P1. 1475. claimed that it had sustained damages of P200. Edith Perez de Tagle. a deed of conveyance for the three lots in question and directing Bormaheco. in its answers dated May 5 and 25. usage and law" (Art. according to their nature. inc. From that moment. Inc.712. is devoid of merit. In view of the disclosure in Bormaheco's amended answer that the three lots were registered in the names of the Cervantes spouses and not in the name of Bormaheco. Inc. and the Cervantes spouses filed separate answers. in a letter to Cervantes dated March 31.25 as interests on the overdraft line of P100. In a letter dated April 7. (Annex G of Stipulation of Facts). The offer must be certain and the acceptance absolute. 1973. 1964 when the award of the Punta lot to Bormaheco. The deed of sale for the Punta land was executed on June 26. After trial. a reply to Miss Tagle's letter.000 or the amount of forty-two thousand pesos (14 tsn).. alleged that the fortyfive day period had already expired and the sale to Bormaheco. of the Punta property had not been consummated. Civil Code). 52 SCRA 73). Bormaheco. Cervantes said that his letter was a "manifestation that we are no longer interested to sell" the Buendia Avenue property to Villonco Realty Company (Annex I of Stipulation of Facts). 8109). 1315. and 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. L-28087. and the Cervantes spouses appealed. 1964 articulated her shock and surprise at Bormaheco's turnabout. (That overdraft line was later settled by Villonco Realty Company on a date not mentioned in its manifestation of February 19. vs. . was approved.ñët Miss Tagle testified that for her services Bormaheco. Bormaheco. advising it that the Board of Directors and the Economic Coordinator had approved the sale of the Punta lot to Bormaheco. We hold that the appeal. Inc. Civil Code)..000 monthly from March 24.When he rescinded the contract. 18 and 19. July 31. "Contracts are perfected by mere consent. (b) to pay the latter. 1964 pleaded the defense that the perfection of the contract of sale was subject to the conditions (a) "that final acceptance or not shall be made after 45 days" (sic) and (b) that Bormaheco. 1964 Villonco Realty Company filed the complaint (dated April 6) for specific performance against Bormaheco. Inc. April 7. at eightforty-five in the morning. (25-26 tsn).000 a month from March 24. through Cervantes. stating that the condition for the cancellation of the contract had not arisen and at the same time announcing that an action for breach of contract would be filed against Bormaheco. April 7. Villonco Realty Company on July 21. A contract of sale may be absolute or conditional" (Art. 1964 filed an amended complaint impleading the said spouses as defendants.000 as broker's commission and (d) pay P20. J. Inc. Inc.. (c) to pay Edith Perez de Tagle the sum of P42. Inc. he was already aware that the Punta lot had been awarded to Bormaheco. the parties may reciprocally demand performance. Stipulation of Facts).ñët On that same date. Inc.000 and the sum of P27. Inc. Villonco Realty Company had obligated itself to pay the sum of P20. A qualified acceptance constitutes a counter-offer" (Art. as president of Bormaheco. the lower court rendered a decision ordering the Cervantes spouses to execute in favor of Bormaheco. which acceptance amounted to a counter-offer. She reviewed the history of the deal and explained why Romeo Villonco could not agree to the rescission of the sale (Exh. 1964 or during the pendency of this case. Inc. On the other hand. Inc. Their principal contentions are (a) that no contract of sale was perfected because Cervantes made a supposedly qualified acceptance of the revised offer contained in Exhibit D.. 1964. 1965. See Bormaheco. Inc. 1).

Inc. his acceptance amounted to a counter-offer which Villonco Realty Company should accept but no such acceptance was ever transmitted to Bormaheco. 41 Phil. Bormaheco. supra). of the Punta property. Inc. Ana". In those two cases the acceptance radically altered the offer and. D).thousand pesos shows that the sale was conditionally consummated or partly executed subject to the purchase by Bormaheco.. whether such request is granted or not. as shown in Teofilo Villonco's letter dated March 4. Inc. 2nd 965. and Zayco vs. 1964 (Exh. in his letter to the broker dated April 6. "It is true that an acceptance may contain a request for certain changes in the terms of the offer and yet be a binding acceptance. 'So long as it is clear that the meaning of the acceptance is positively and unequivocally to accept the offer.000 that Bormaheco's acceptance thereof was subject to the terms and conditions embodied in Bormaheco's letter of February 12. D). Uy Tieng Piao. That crucial fact implies that Cervantes was aware that Villonco Realty Company had accepted the modifications which he had made in Villonco's counter-offer. 63 L. Franklin Life Ins. signifies that the company was in conformity with the changes made by Cervantes and that Bormaheco. and Cervantes further contend that Cervantes. Cervantes' alleged insertion in his handwriting of the figure and the words "12th and" in Villonco's counter-offer is the same as the statement found in the voucher-receipt for the earnest money. It is safe to assume that the alleged changes or qualifications made by Cervantes were approved by Villonco Realty Company and that such approval was duly communicated to Cervantes or Bormaheco. 1964. accepted. The nonconsummation of that purchase would be a negative resolutory condition (Taylor vs. Aenlle & Co. Had Villonco Realty Company not assented to those insertions and annotations. 165 Fed.000. Thus. and Bormaheco." His obvious purpose was to avoid jeopardizing his negotiation with the Nassco for the purchase of its Sta. on that date the sale was perfected. Inc. Serra. 1964 and your letter of March 4. The fact that Villonco Realty Company allowed its check to be cashed by Bormaheco. . The revised counter-offer merely amplified Bormaheco's original offer. 79. acted as intermediary between the parties. What was necessary only was the approval of the sale by the Economic Coordinator and a request for that approval was already pending in the office of that functionary on March 4. Inc. What Cervantes did was merely to adhere to the wording of paragraph 3 of Bormaheco's original offer (Exh. The instant case is not governed by the rulings laid down in Beaumont vs. B) which mentions "another property located at Sta. Co. Inc. Inc. 1964" made Bormaheco's acceptance "qualified and conditional". D) are not material or are mere clarifications of what the parties had previously agreed upon. Miss Tagle.Bormaheco's acceptance of Villonco Realty Company's offer to purchase the Buendia Avenue property. which reads: "subject to the terms and conditions embodied in Bormaheco's letter of Feb. Co. in clarifying in the voucher for the earnest money of P100. it shall be considered as part of the price and as proof of the perfection of the contract" (Art. and the Cervantes spouses contend that the sale was not perfected because Cervantes allegedly qualified his acceptance of Villonco's revised offer and. 285.000 as earnest money or down payment. E-1). That change is trivial. was interested in the Nassco property. That contention is not correct. Cervantes allegedly crossed out the word "Nassco" in paragraph 3 of Villonco's revised counter-offer and substituted for it the word "another" so that the original phrase. was aware of that conformity. which change does not essentially change the terms of the offer. 985. (Compare with McCullough vs. on the earnest money of P100. Inc. would not have paid interest at the rate of ten percent per annum. then it would have stopped payment on its check for P100. Not only that Bormaheco's acceptance of the part payment of one hundred . 1964 (Annex 1) or after the Nassco property had been awarded to Bormaheco. It should be stressed that there is no evidence as to what changes were made by Cervantes in Villonco's revised offer. 43 Phil. there was no more need of concealing from the public that Bormaheco. The truth is that the alleged changes or qualifications in the revised counter — offer (Exh. the sum of P100. Goyena vs. 1964 (Exh. Appellants Bormaheco. Civil Code). a contract is formed. Inc. Ana".' " (Stuart vs. indubitably proves that there was a meeting of minds upon the subject matter and consideration of the sale. 490). 1964 (Exh. it was held that the vendor's change in a phrase of the offer to purchase. D) could not be categorized as a major alteration of that counter-offer that prevented a meeting of the minds of the parties. then Bormaheco. 1964 and your (Villonco's) letter of March 4. It was understood that the parties had contemplated a rate of ten percent per annum since ten percent a month or semi-annually would be usurious.. Franklin Life Ins. On February 18. 3 Phil. That contention is not well-taken. Similarly. 770. What the record reveals is that the broker. "Whenever earnest money is given in a contract of sale. 873). 1964" (Exh. citing Sec. At that time. was made to read as "another property in Sta.000. Williston on Contracts). There is no incompatibility between Bormaheco's offer of February 12.. Tambunting.. could withdraw its offer. 1482. Inc. "Nassco's property in Sta. 1 Phil. therefore. alluded to the "Nassco property". by the broker as shown by the fact that Villonco Realty Company paid. the price and the mode of payment and that part of the price was paid. Ana property by unduly publicizing it. Thus. Cervantes' alleged insertion of the letters "PA" ( per annum) after the word "interest" in that same paragraph 3 of the revised counter-offer (Exh. Prieto. Therefore. B) and Villonco's counter-offer of March 4. Ed. 44 Phil. there was no meeting of the minds of the parties. Inc. And there is no evidence that Villonco Realty Company did not assent to the supposed changes and that such assent was never made known to Cervantes. 326. 12. It is noteworthy that Cervantes. 670. consequently. does not amount to a rejection of the offer and the tender of a counter-offer (Stuart vs. Had those insertions not been binding. 1964 Bormaheco's bid for the Punta property was already accepted by the Nassco which had authorized its General Manager to sign the corresponding deed of sale. which. therefore. The controlling fact is that there was agreement between the parties on the subject matter. Ana.

In the Beaumont case. It was held that the acceptance was conditional or was a counter-offer which had to be accepted by Serra. that Serra's mortgage obligation to the Philippine National Bank of P600. Inc.B. or. 1911 to buy the hacienda for P307. Salvador Serra offered to sell to Lorenzo Zayco his sugar central for P1. 112996J That contention is predicated on the erroneous assumption that Bormaheco. would acquire the Nassco land within forty-five days from February 12. 43 Phil. The trial court ruled that the forty-five-day period was merely an estimate or a forecast of how long it would take Bormaheco. Inc. INC.C. . It was held that Borck's January 17th letter plainly departed from the terms of the offer as to the time of payment and was a counter-offer which amounted to a rejection of Valdes' original offer. Arias Rodriguez. instead of unconditionally accepting those terms. Very truly yours.R. A subsequent unconditional acceptance could not revive that offer. 1964 Villonco Realty Company V.000. (Exh. There was no such acceptance. 1964 was not fulfilled. Check No. countered that he was going to make a down payment of P100. Serra revoked his offer. March 30. Inc.N. Please be informed that despite the lapse of the 45 days from February 12. Borck was given three months from December 4.Thus. 1964.000 could be transferred to Zayco's account and that he (plaintiff) would give a bond to secure the payment of the balance of the price. Appellants' next contention is that the contract was not perfected because the condition that Bormaheco. 1912. Inc. Legarda refused to convey the property. F): BORMAHECO. S G D . Zayco. Hence. Building 219 Buendia Ave. who had empowered Valdes to sell it. The instant case is different from Laudico and Harden vs.: P.000. F R A N C I S C O N . 1912 Borck wrote to Valdes.000 payable on May 1. Rizal Gentlemen: We are returning herewith your earnest money together with interest thereon at 10% per annum. there was no perfected contract..000. No reply was made to that letter. if not paid in cash. C E R V A N T E S P r e s i d e n t Encl. was to acquire the Nassco land within forty-five days or on or before March 28. 1964 there is no certainty yet for us to acquire a substitute property. Makati.000 on condition that the price be paid in cash. Benito Valdes offered to sell to W Borck the Nagtahan Hacienda owned by Benito Legarda. 270 where the written offer to sell was revoked by the offer or before the offeree's acceptance came to the offeror's knowledge. to acquire the Nassco property and it was not "a condition or a deadline set for the defendant corporation to decide whether or not to go through with the sale of its Buendia property". in the Zayco case. hence the return of the earnest money as agreed upon. Borck wrote other letters modifying his proposal. 1964 or on or before March 28.N. 112994 J P. the price would be payable within three years provided security is given for the payment of the balance within three years with interest. offering to purchase the hacienda for P307. Check No. On January 17.B. This contention is tied up with the following letter of Bormaheco.

in rescinding the contract of sale and in returning the earnest money. the defendant (Bormaheco. then the consummation of Bormaheco's purchase of the Nassco property would be made within forty-five days from March 4. Those expressions conveyed the impression and generated the belief that the Villoncos did not have to deal with Mrs. Whether the prounoun "we" refers to himself and his wife or to Bormaheco. The term of forty-five days was not a part of the condition that the Nassco property should be acquired. argue that Bormaheco. he used the first person and said: "I shall have consummated my purchase" of the Nassco property. Inc. That aforementioned paragraph 5 does not even specify how long after the forty-five days the outcome of the final negotiations would be known. On February 18. would be able to acquire the Nassco property and whether it would be able to sell the Buendia property.1äwphï1. Inc. 1964. 1964 the property was awarded to Bormaheco. B). Those arguments are not sustainable. the supposed last day of the forty-five-day period. It is simply a surmise that after forty-five days (in fact when the forty-five day period should be computed is not clear) it would be known whether Bormaheco. he could dispose of the said lots. Ana we are negotiating" he could have said: "That this sale shall be subject to favorable consummation within forty-five days from February 12. Its rescission or revocation of its acceptance cannot be anchored on that theory which. should acquire the Nassco property within forty-five days from February 12. Inc. as articulated in its pleadings. D) so that instead of merely stating "that this sale shall be subject to favorable consummation of a property in Sta. The appellants. Then. Navarro. Inc. That defense was not interposed so as not to place Cervantes in the ridiculous position of having acted under false pretenses when he negotiated with the Villoncos for the sale of the three lots. is quite equivocal and unclear. Inc. Cervantes in paragraph 3 of his offer of February 12. 1964. It is reasonable to assume that had Cervantes been more assiduous in following up the transaction. It should be underscored that the condition that Bormaheco. Ana. Cervantes who was allegedly opposed to the sale. on June 26.ñët Thus.. It is clear that the statement "that final negotiations on both property can be definitely known after 45 days" does not and cannot mean that Bormaheco. 1964 stated that the sale of the Buendia lots would be consummated after he had consummated the purchase of the Nassco property. The Economic Coordinator approved the award on March 24. Inc. Cervantes nor with any other official of Bormaheco.. Cervantes first identified the three lots as "our property" which "we are offering to sell . in Bormaheco's offer of February 12. He certainly led the Villonco brothers to believe that as president of Bormaheco. Bormaheco's three answers and paragraph 5 of his offer of February 12. on or before March 28. 1964.. which answer was verified by Cervantes. 1964. 1964 as pretended by Cervantes. and the Cervantes spouses that the forty-five-day period was the time within which (a) the Nassco property and two Pasong Tamo lots should be acquired.. (Exh. 1964 (Exh. That affirmative defense is inconsistent with the other aforequoted incoherent statement in its third answer that "the final negotiations (acceptance) will have to be made by defendant within 45 days from said acceptance" (31 Record on Appeal). married to Rosario P. had to decide what to do with the DBP encumbrance. 1964 the Nassco Board authorized its General Manager to sell the property to Bormaheco. owned the lots and that he was invested with adequate authority to sell the same.. ". in paragraphs 3 and 4 of the offer. Had it been Cervantes' intention that the forty-five days would be the period within which the Nassco land should be acquired by Bormaheco. in their fifth assignment of error. he concealed the fact that the three lots were registered "in the name of FRANCISCO CERVANTES. 1964. He did not say that Mrs. is not clear. Inc. 1 of Exh. cannot be required to sell the three lots in question because they are conjugal properties of the Cervantes spouses. H). should acquire the Nassco property was fulfilled. as the highest bidder. he did not bind the conjugal partnership nor Mrs. Inc. F and Annex 1). 1964. that Bormaheco. Inc. 1964 do not sustain at all its theory that the Nassco property should be acquired on or before March 28. Inc. It is interesting to note that in paragraph 6 of Bormaheco's answer to the amended complaint.) made a formal offer . He did not tell Villonco Realty Company that he could not bind the conjugal partnership. cited as an excuse the circumstance that there was no certainty in Bormaheco's acquisition of the Nassco property (Exh. it was alleged that Cervantes accepted Villonco's revised counter-offer of March 4. Filipino. Inc. 1964. and not in his individual capacity and. alleged that "on February 12. As early as January 17. If that were so. 1964. But it was not spelled out that such acquisition should be effected within fortyfive days from February 12. Inc. 1964 of a property in Sta. It should be remembered that Cervantes. Then. therefore. Thus. after some prior negotiations. In truth. and Cervantes deliberately and studiously avoided making the allegation that Cervantes was not authorized by his wife to sell the three lots or that he acted merely as president of Bormaheco. Inc. Inc. Inc. No such specification was made." He could have also specified that period in his "conforme" to Villonco's counter-offer of March 4. in paragraph 2 of its original complaint. Ana we are negotiating"." (Opening paragraph and par. of legal age. The pleadings disclose that Bormaheco. Inc. then he would have specified that period in paragraph 3 of his offer so that paragraph would read in this wise: "That this sale is to be consummated only after I shall have consummated my purchase of another property located at Sta. (b) when Cervantes would secure his wife's consent to the sale of the three lots and (c) when Bormaheco. Manila within forty-five days from the date hereof . my negotiations with said property" and "I will return to you your deposit". As admitted by the appellants.The record does not support the theory of Bormaheco. as owner thereof in fee simple". What makes Bormaheco's stand more confusing and untenable is that in its three answers it invariably articulated the incoherent and vague affirmative defense that its acceptance of Villonco's revised counter-offer was conditioned on the circumstance "that final acceptance or not shall be made after 45 days" whatever that means. 1964 subject to the condition that "the final negotiations (acceptance) will have to be made by defendant within 45 days from said acceptance" (31 Record on Appeal). the Nassco property was conveyed to Bormaheco. It is deducible from the tenor of those statements that the consummation of the sale of the Buendia lots to Villonco Realty Company was conditioned on Bormaheco's acquisition of the Nassco land. the Nassco property could have been transferred to Bormaheco. in paragraph 5 of the same offer he stated "that final negotiations on both properties can be definitely known after forty-five days" (See Exh. Inc. Inc. B). Cervantes was opposed to the sale of the three lots. Inc. He inveigled the Villoncos into believing that he had untrammelled control of Bormaheco. Villonco Realty Company. They aver that Cervantes in dealing with the Villonco brothers acted as president of Bormaheco.

never pleaded as an affirmative defense that Mrs. 54 Phil. Inc. as a matter of justice and good faith. Papa and Delgado vs. The incongruous stance of the Cervantes spouses is also patent in their answer to the amended complaint. Inc. and in the separate answer of the Cervantes spouses. 18 and 34. Inc. and his wife and the fact that the three lots were entirely occupied by Bormaheco's building. Riobo vs. Inc. Inc. Mrs. The appellants in their eighth assignment of error impugn the trial court's adjudication of forty-two thousand pesos as three percent broker's commission to Miss Tagle.five days within which to acquire the Nassco property and "to negotiate" with the registered owner of the three lots. the damages in question were not specifically pleaded and proven and were "clearly conjectural and speculative". it may be observed that much misunderstanding could have been avoided had the broker and the buyer taken the trouble of making some research in the Registry of Deeds and availing themselves of the services of a competent lawyer in drafting the contract to sell. Parenthetically. 2208. Moreover.C. It revealed that the three lots "belong and are registered in the names of the spouses Francisco N. a defense which. Record on Appeal). Rule 9.) up to the consummation of the sale. "Obligations arising from contracts have the force of law between the contracting parties and should be complied with in good faith" (Art. Nos. 2. However. Bormaheco. It was stipulated that Miss Tagle intervened in the negotiations for the sale of the three lots. but also to negotiate with the actual and registered owner of the parcels of land covered by T. Under the facts of the case. Cervantes opposed the sale of the three lots or that she did not authorize her husband to sell those lots. In that answer they disclaimed knowledge or information of certain allegations which were well-known to Cervantes as president of Bormaheco. it filed an amended answer dated May 25. Montenegro. in its answer dated May 5. Inc. engaged her services as a broker in the projected sale of the three lots and the improvements thereon.to sell to the plaintiff the property of the said defendant situated at the abovenamed address along Buendia Avenue. 1964 wherein it denied that it was the owner of the three lots. 1965. Cervantes in his original offer of . Bormaheco. The absurdity of that pretension stands out in bold relief when it is borne in mind that the answers of Bormaheco. It did not traverse that paragraph 2. Ana (Nassco) property during the said period. Taking into account the situation of Cervantes vis-a-vis Bormaheco. contain the following affirmative defense: 13. Par. and the Cervantes spouses in their sixth assignment of error assail the trial court's award to Villonco Realty Company of consequential damage amounting to ten thousand pesos monthly from March 24. appellants' view in their seventh assignment of error that the trial court erred in ordering Bormaheco. 43531 and 43532 in question which plaintiff was fully aware that the same were not in the name of the defendant (sic. Inc. Cervantes and Rosario N. Inc. It was only during the trial on May 17. to pay Villonco Realty Company the sum of twenty thousand pesos as attorney's fees is not tenable. Hontiveros.T. it was deemed admitted. in its three answers. Makati. Bormaheco. Inc. 18 of Answer to Amended Complaint. The appellants contend that statement in the stipulation of facts simply means that Villonco Realty Company speculates that it has suffered damages but it does not mean that the parties have agreed that Villonco Realty Company is entitled to those damages. Rules of Court). Likewise. That affirmative defense means that Cervantes as president of Bormaheco. They allege that there is no evidence that Bormaheco. That same viewpoint was adopted in defendants' motion for reconsideration dated November 20. In that affirmative defense. Moreover. However. That paragraph 2 was not. were verified by Cervantes and that the registered owner of the three lots is Cervantes himself. Civil Code). Rizal. That defendant's insistence to finally decide on the proposed sale of the land in question after 45 days had not only for its purpose the determination of its acquisition of the said Sta. was never interposed in the three answers of Bormaheco. Inc. Inc. and which were admitted in Bormaheco's three answers that were verified by Cervantes. 1964 (when the Economic Coordinator approved the award of the Nassco property to Bormaheco. and considering that appellants' vague affirmative defenses do not include Mrs. But that defense must have been an afterthought or was evolved post litem motam since it was never disclosed in Cervantes' letter of rescission and in his letter to Miss Tagle (Exh. it is evident that Bormaheco. 331. Cervantes. 43530. 21 Phil. 1964. needed forty-five days in order to "negotiate" with himself (Cervantes). as already stated. repeat. acted in gross and evident bad faith in refusing to satisfy the valid and just demand of Villonco Realty Company for specific performance. Cervantes' alleged opposition to the sale. It compelled Villonco Realty Company to incure expenses to protect its interest. which were verified by Cervantes. Inc. pretended that it needed forty. Inasmuch as the sale was perfected and even partly executed. are bound to comply with their contractual commitments. Inc. Cervantes did not testify at the trial to fortify that defense which had already been waived for not having been pleaded (See sec. the plea that Cervantes had no authority to sell the lots strains the rivets of credibility (Cf. a copy of which is hereto attached as Annex A hereof". F and Annex 1). 31). Cervantes was opposed to the sale of three lots or that Cervantes could not bind the conjugal partnership. Inc. It is significant to note that Bormaheco. this is a case where it is just and equitable that the plaintiff should recover attorney's fees (Art. 10.. Inc. As rightly observed by their counsel. Civil Code). machinery and equipment and were mortgaged to the DBP as security for its obligation. Hence. The appellants were at first hesitant to make it appear that Cervantes had committed the skullduggery of trying to sell property which he had no authority to alienate. The award was based on paragraph 18 of the stipulation of facts wherein Villonco Realty Company "submits that the delay in the consummation of the sale" has caused it to suffer the aforementioned damages. under the terms of the letter-offer. 1965 that Cervantes declared on the witness stand that his wife was opposed to the sale of the three lots. it should be noted that in their separate answer the Cervantes spouses never pleaded as a defense that Mrs." The three answers of Bormaheco. 1159. now Exhibit B (2 Record on Appeal). and the Cervantes spouses. Appellants' contention is correct. was not denied by Bormaheco. That allegation is refuted by paragraph 3 of the stipulation of facts and by the documentary evidence.

Perez de Tagle. hence the omission of any mention thereof by him in his addendum. Costs against the defendants-appellants. Inc. R. to be sure. Justice Aquino deserves concurrence and I do not hesitate to accord my assent to it.000 previously paid by Villonco Realty Company to Bormaheco.000 earnest money was received by Cervantes. Rizal a registerable deed of sale for the said three lots and all the improvements thereon. Inc. indicated in her own handwriting that the same was "subject to the terms and conditions embodied in Bormaheco's letter of February 12.T. paragraph (5) thereof to the effect that "final negotiations on both properties can be definitely known after 45 days" has no relevance in the disposition of this case. and so. is on leave. Makalintal. concur. 3. the spouses Francisco N. 2. Concepcion Jr. Navarra-Cervantes should execute a deed conveying to Bormaheco. The only purpose of the following lines is to express my personal view regarding two basic points which I feel should be thoroughly emphasized. Cervantes must be deemed as having intended his signing of his conformity to the letter of March 4 to be the formalization of the "final negotiations" referred to in said paragraph (5). 1964.000) as attorney's fees and (b) to pay Edith Perez de Tagle the sum of forty-two thousand pesos (P42. Teehankee. 1964. BARREDO. Bormaheco. Within ten (10) days from the date the defendants-appellants receive notice from the clerk of the lower court that the records of this case have been received from this Court. See also Exhibit G and Annex I of the stipulation of facts. WHEREFORE. and Martin. Building. deducting from the total purchase price the sum of P100. C. the agent.. in the addendum written and signed by Cervantes himself (not by the agent) to the March 4 letter. the bearer of the letter-offer. 1974 and Villonco Realty Company's letter of March 4. of February 12 and 26. J. Miss E. albeit under the typewritten words. the balance of the price in the sum of one million three hundred thousand pesos (P1.. Exhibit D. Inc. it has no more legal significance than what is appears to be — a mere unaccepted proposal. no other significance could be given to such acts than that they were meant to finalize and perfect the transaction in advance of the 45-day waiting period originally proposed by him. C. 43531 and 43532 of the Registry of Deeds of Rizal. 43530. Inc. Villonco Realty Company is obligated to pay Bormaheco. Cervantes and Rosario P. It is also a fact that on the same date. We hold that the trial court did not err in adjudging that Bormaheco. any decisive importance. V. their three lots covered by Transfer Certificate of Title Nos. Antonio.000 earnest money tendered therein. which does not even make any reference to the above-mentioned proposal of Cervantes of February 12. It should be noted that. he already knew or must have known that the acquisition of the Nassco property was already an impending certainty and must have cared less about what had become an unnecessary waiting period. the idea it conveyed was that Cervantes was just making a mere tentative offer which he would finalize only after 45 days. 448314.C. Bormaheco. should pay Miss Tagle her three percent commission. JJ. Inc. and this was none other than the Nassco property which the Nassco Board authorized its manager on February 18. Muñoz Palma. In other words. should execute in favor of Villonco Realty Company. all that he stated was that "this sale shall be subject to favorable consummation of a property in Sta. 1964 to sell to appellants who had won the award the day before.000) Pesos. there being nothing in the record to show that the same was accepted by appellee.February 12. To my mind. when he signed Villonco's counteroffer of March 4 and accepted the P100.J." And it is undisputed that Francisco Cervantes did affix his signature in the place indicated for his conformity. The last paragraph of said Exhibit D reads thus: "If the above terms and conditions are acceptable to you.. at the price of four hundred pesos per square meter. 4. Miss Tagle. Accordingly. J. M. Esguerra. Makasiar. 1964. even as it mentions specifically the letters of the agent. Exhibit B. What to me is the actual contract between appellee and appellant Francisco Cervantes is the counter-offer signed by Teofilo Villonco and addressed to the latter of March 4. 219 Buendia Avenue. I am not for giving the letter proposal of appellant Francisco Cervantes to Romeo Villonco of February 12. Castro. Enclosed is our check for One Hundred Thousand (P100. Indeed. Separate Opinions . Makati. is ordered (a) to pay Villonco Realty Company twenty thousand pesos (P20. as said paragraph (5) was worded. 1964 apprised Villonco Realty Company that the earnest money should be delivered to Miss Tagle. thereby rendering said provision of no further consequence. concurring: The comprehensive and well prepared opinion of Mr. the trial court's decision is modified as follows: 1.000) as commission. Fernando.300. free from all lien and encumbrances. when Cervantes signed the space for his conformity to the terms of that letter of March 4. Inc. for the simple reason that since the parties had in fact continued negotiating after February 12 until the final conference of February 27.000). the stipulated P100. Within five (5) days from the execution of such deed of conveyance. Upon the execution of such deed of sale.B. Bormaheco. as earnest money. 1. 1974. SO ORDERED. Ana we are negotiating"." but it is my considered opinion that such reservation cannot be understood as comprehending reference to the above-quoted paragraph (5) of the proposal of February 12. Cheek No. It is true that in the voucher-receipt evidencing the delivery of the earnest money. to my mind. kindly sign your conformity hereunder. 1964. Inc.

if he were to act for the corporation. needing only the execution of the corresponding deed of sale for its consummation and subject solely to the negative resolutory condition that the "sale shall be cancelled. 1964. as of March 3. for all legal purposes. After the approval of the sale by the Economic Coordinator. Under these circumstances. Ana (indisputably the Nassco transaction) shall not be consummated". The language of the letter which is conspicuously sprinkled with the pronoun I used by Cervantes to refer to himself rather than exclusively the pronoun we does not so indicate. one day before Cervantes accepted Villonco's counter-offer. Inc. there is no certainty yet for us to acquire a substitute property". of the Punta (Nassco) property had not been consummated as of then and that. The contention of appellants that inasmuch as in actual fact the Buendia property contemplated in the contract is the conjugal property of Cervantes spouses and that since in dealing with the Villoncos. and even that might have been legally controversial if Nassco insisted otherwise. only if your (Cervantes') deal with another property in Sta. It cannot be denied that. there was nothing anymore that could impede the formal conveyance of the Nassco property to appellants. 1964. 2. Inc.My conclusion. according to Section 5 (d) of rule 131. Cervantes acted as President of Bormaheco. that he could utilize paragraph (5) of his letter of February 12 as a escape door through which he could squeeze out of the perfected contract with the Villoncos. the day after the Nassco Board approved the sale. In other words. Anyone would know. perhaps dictated by reasons of better economic advantage. which in my opinion is contrary to the elementary requirements of candidness and honest dealing between responsible contracting parties. The same or more may be said relative to his letter to Miss Tagle of as late as April 6. with the sale thereof having been authorized already by the Nassco Board on February 18. that that was the last requisite for the inevitable execution of the deed of sale in his favor. and the Economic Coordinator gave his sanction thereto on March 24 following. To construe the 45-day stipulation as giving Cervantes the absolute right to disregard the Villoncos entirely until after the 45 days had expired is to render the whole of Cervantes' letter of February 12 as totally meaningless. the Villoncos must have been made to understand or they did understand that such consummation was inexorably forthcoming. I hold that when he gave his conformity to the counter-offer of the Villoncos of March 4. 1964. Cervantes had no more excuse for further delaying compliance with his agreement with the Villoncos. his letter was a "manifestation that we are no longer interested to sell" the Buendia property to the Villoncos. he was already fully confident his transaction with Nassco would eventually materialize. therefore. Inc. 1964 wherein he alleged that the fortyfive day period had already expired and the sale to Bormaheco.000 earnest money therein offered resulted in a completely perfected contract of sale between the parties per Article 1482 of the Civil Code. 1964. it would be inequitable to allow him to take advantage thereof in the light of the circumstances extant in the record. on March 24. The mere fact that he signed his letter of February 12. since evidently. and in that sense offensive to public policy. in his dealing with the Villoncos. I cannot believe that Cervantes did not have up-to-date information of the progress of his transactions with Nassco. assuming hypothetically the plausibility of the theory of appellants about a 45-day waiting period. 1964 stating that "despite the lapse of 45 days from February 12. the acquisition of the Nassco property having actually eventualized. without stipulating anymore a period for such consummation. the Nassco Board already approved on March 3. I do not find in the evidence before Us adequate basis for accepting the suggestion that Francisco Cervantes acted for and in behalf of Bormaheco. from the legal standpoint. assuming the conformity of his wife. 1964 not only the award but the actual sale of the property to appellants. Withal. hence. In fact. 1964. and banking on the idea. legally non-existent and as deceitfully farcical. Reading all the communications exchanged between the parties. Accordingly. it cannot lie in the lips of Cervantes to claim that he may not be compelled to proceed with the transaction. the Economic Coordinator approved the Nassco transaction on March 24. he was under obligation. Unless Cervantes wants Us to hold . Thus. In other words. the finalization of the same being a material factor in the accomplishment of their common purpose. when the Economic Coordinator approved the same and nothing else remained to be done to formalize it except the actual execution of the deed of sale which in fact took place on June 26. as he ought to have been of this fact. He was the manager of the conjugal partnership and he knew it was only in that capacity that he could in good faith give validity to his representation. equity would assume that he did what ought to have been done by him in taking ordinary care of his concerns. there being no showing that he was duly authorized to make the offer therein contained in the name of the corporation. Besides. to keep constant and close tract thereof in order that he might be able to inform the parties he was dealing with of the real status thereof. Cervantes merely wanted to be sure that they would get the Nassco property before proceeding with the sale of the Buendia property. 1964 over the title of President. he had a change of heart. I have no doubt whatsoever that the whole trouble here is that after Cervantes had already signed his conformity and received earnest money on March 4. nothing more was left to formalize the transaction with Nassco except that approval of the Economic Coordinator.. as already stated. The Court would certainly be sanctioning a deliberate mala fide breach of a contract already definitely perfected were it to buy the theory of non-perfection appellants are lamely pressing on Us. but even on the remote assumption that they did. other than their own desistance. I am amply persuaded that he must have been aware of the favorable actuations of the Nassco authorities all the while that he was dealing with appellee up to March 4. he did not even have the slightest inkling of the favorable action of the Economic Coordinator of March 24. What is worse is that assuming that the 45-day period invoked by him could be considered in this discussion. which he is presumed to have taken. is that said acts of Cervantes of signing his conformity to Villonco's counter-offer of March 4 and accepting the P100. the conclusion therefrom is inevitable that the 45-day period stipulation was inextricably tied up with appellants' being able to acquire the Nassco property. Consequently. the appellee cannot have any right to compel the conveyance to them thereof is in my view definitely puerile. Cervantes is undisputably the registered owner with his wife of the property therein mentioned. and being evidently conscious. and much more so Cervantes who was directly interested therein and must have been anxiously and even excitedly waiting for it. did not convert it into a corporate act. the negative resolutory condition arising from said theory became inoperative four days before said 45 days expired. therefore. Actually. To view the situation otherwise is to condone resort to ambiguity as a means of deception and informality in contractual obligations. It is predicated on duplicity and smacks of utter bad faith. he opted to actually back out and break with them thru his letters of March 30 to them and of April 6 to the agent. I would hold as I do hold that the purchase of the Nassco property by appellants was virtually consummated. Miss Tagle. One has to be very naive and it would be contrary to the ordinary course of human experience and business practices for anyone to concede to appellants that when Cervantes wrote his letter to Villonco Realty Company of March 30. he knew his act would be ultra vires and void. if only in consequence of his offer of February 12 and his continuous conversations and negotiations with the Villoncos up to the signing of their agreement on March 4. No amount of rationalization can convince me that the Villoncos had agreed to any 45-day suspensive condition for the perfection of the agreement. from the viewpoint of the spirit and intent of the contract here in question. albeit erroneous.

It is true that in the voucher-receipt evidencing the delivery of the earnest money. My conclusion. it appearing that the sale of the Buendia property was purposely to enable the spouses to acquire the Nassco property. In other words." but it is my considered opinion that such reservation cannot be understood as comprehending reference to the above-quoted paragraph (5) of the proposal of February 12. 192). see Civil Law by Reyes & Puno. since the result would be the same anyway. may be deemed pierced in order to prevent any further fraudulent implications in his actuations. and this was none other than the Nassco property which the Nassco Board authorized its manager on February 18. Inc. The only purpose of the following lines is to express my personal view regarding two basic points which I feel should be thoroughly emphasized. any decisive importance. Miss E. I am not for giving the letter proposal of appellant Francisco Cervantes to Romeo Villonco of February 12.B. Cervantes under Article 166 of the Civil Code. Papi vs. What to me is the actual contract between appellee and appellant Francisco Cervantes is the counter-offer signed by Teofilo Villonco and addressed to the latter of March 4. To my mind. needing only the execution of the corresponding deed of sale for its consummation and subject solely to the negative resolutory condition that the "sale shall be cancelled. when he signed Villonco's counteroffer of March 4 and accepted the P100. the answer of the defendants. as earnest money. J. the idea it conveyed was that Cervantes was just making a mere tentative offer which he would finalize only after 45 days. if Cervantes may held to have acted for Bormaheco. albeit under the typewritten words. In any event. Inc. without stipulating anymore a period for such consummation. The last paragraph of said Exhibit D reads thus: "If the above terms and conditions are acceptable to you. 1. 43 Phil. Montenegro. it has no more legal significance than what is appears to be — a mere unaccepted proposal. in spite of the absence of evidence of any authority for him to do so. Inc. 1964.. 457. only if your (Cervantes') deal with another property in Sta. to be sure. but to Francisco Cervantes and it does not even mention his being President of that corporation.that he deliberately negotiated with the Villoncos clothed in dubious garments of authority precisely to afford him the opportunity to repudiate at his convenience any agreement they may enter into with him. And considering that the subsequent testimony of Cervantes to the effect that his wife opposed the transaction cannot cure such omission. I have grave doubts as to the application of Article 166 to the sale here in dispute. if only because any husband in the circumstances revealed in the record is estopped from setting up such a defense (cf Riobo vs. as said paragraph (5) was worded.000 earnest money therein offered resulted in a completely perfected contract of sale between the parties per Article 1482 of the Civil Code. of February 12 and 26. and there being no proof to the contrary. had nothing to do with the transaction here in controversy. and that from her silence in her answer in this respect Mrs. I would not even require the formality of the serial execution of instruments by the Cervantes spouses and Bormaheco. 1964 ed.. even as it mentions specifically the letters of the agent. Cervantes must be deemed as having intended his signing of his conformity to the letter of March 4 to be the formalization of the "final negotiations" referred to in said paragraph (5). 31. 1974. to my mind. Inc. Cheek No. Anent the requirement of consent of Mrs. Moreover. hence the omission of any mention thereof by him in his addendum. Hontiveros. 56 Phil. . make no reference at all to any lack of such consent. It is also a fact that on the same date. when Cervantes signed the space for his conformity to the terms of that letter of March 4. it may be observed that the March 4 letter of Teofilo Villonco was not addressed to Bormaheco. p.C. I consider any defense along this line as unavailing to the appellants in this case. Accordingly. since Separate Opinions BARREDO. and so. Bormaheco. paragraph (5) thereof to the effect that "final negotiations on both properties can be definitely known after 45 days" has no relevance in the disposition of this case. for the simple reason that since the parties had in fact continued negotiating after February 12 until the final conference of February 27. M. 751). Ynonoy. Ana (indisputably the Nassco transaction) shall not be consummated". 531. Exhibit B. 54 Phil. is Cervantes himself. In the view I have taken above. Inc.T. thereby rendering said provision of no further consequence. It should be noted that. 448314. Enclosed is our check for One Hundred Thousand (P100. Samson. 1964. IN VIEW OF THE FOREGOING. Perez de Tagle. 21 Phil.000 earnest money tendered therein. Justice Aquino. Justice Aquino deserves concurrence and I do not hesitate to accord my assent to it. it is obvious that the belated invocation of this defense now should be deemed in fact and in law as an unacceptable and ineffective afterthought. there being nothing in the record to show that the same was accepted by appellee.000) Pesos." And it is undisputed that Francisco Cervantes did affix his signature in the place indicated for his conformity. the agent. Inc. the corporate shield of Bormaheco. kindly sign your conformity hereunder.000 earnest money was received by Cervantes. 1974 and Villonco Realty Company's letter of March 4. 1964. Exhibit D. Castañeda vs. I believe that the disposition by a husband prohibited by the Code unless consented to by the wife refers to a transaction outrightly prejudicial to the partnership and cannot comprehend a sale made precisely for its benefit and causing no loss thereto beyond the ordinary risks of misjudgment of a manager acting in good faith. Cervantes may either be presumed to have given her consent thereto or to have ratified the same (Montederamos vs. Indeed. I am for holding as I do hold that Bormaheco. the stipulated P100. indicated in her own handwriting that the same was "subject to the terms and conditions embodied in Bormaheco's letter of February 12. Besides. 1964 to sell to appellants who had won the award the day before. concurring: The comprehensive and well prepared opinion of Mr. all that he stated was that "this sale shall be subject to favorable consummation of a property in Sta. it must be because Bormaheco. But I would not insist in the modification of the dispositive portion of the judgment. he already knew or must have known that the acquisition of the Nassco property was already an impending certainty and must have cared less about what had become an unnecessary waiting period. Ana we are negotiating". therefore. As very ably discussed in the main opinion of Mr. which does not even make any reference to the above-mentioned proposal of Cervantes of February 12. no other significance could be given to such acts than that they were meant to finalize and perfect the transaction in advance of the 45-day waiting period originally proposed by him. it would be legally feasible for the sale to the Villonco Realty Property to be made directly by the spouses. in the addendum written and signed by Cervantes himself (not by the agent) to the March 4 letter. is that said acts of Cervantes of signing his conformity to Villonco's counter-offer of March 4 and accepting the P100. Miss Tagle. 1964. Inc.

he did not even have the slightest inkling of the favorable action of the Economic Coordinator of March 24. and much more so Cervantes who was directly interested therein and must have been anxiously and even excitedly waiting for it. 1964 stating that "despite the lapse of 45 days from February 12. In any event. if he were to act for the corporation. 1964 wherein he alleged that the fortyfive day period had already expired and the sale to Bormaheco. Anyone would know. Reading all the communications exchanged between the parties. in spite of the absence of evidence of any authority for him to do so. assuming the conformity of his wife. Cervantes merely wanted to be sure that they would get the Nassco property before proceeding with the sale of the Buendia property.. Inc. he was already fully confident his transaction with Nassco would eventually materialize. the Villoncos must have been made to understand or they did understand that such consummation was inexorably forthcoming. The mere fact that he signed his letter of February 12. his letter was a "manifestation that we are no longer interested to sell" the Buendia property to the Villoncos. Cervantes acted as President of Bormaheco. Actually. I am amply persuaded that he must have been aware of the favorable actuations of the Nassco authorities all the while that he was dealing with appellee up to March 4. Inc. to keep constant and close tract thereof in order that he might be able to inform the parties he was dealing with of the real status thereof. albeit erroneous. Inc. and the Economic Coordinator gave his sanction thereto on March 24 following. 1964 not only the award but the actual sale of the property to appellants. Miss Tagle. He was the manager of the conjugal partnership and he knew it was only in that capacity that he could in good faith give validity to his representation. did not convert it into a corporate act. In fact. 1964 over the title of President.evidently. Under these circumstances. the appellee cannot have any right to compel the conveyance to them thereof is in my view definitely puerile. that he could utilize paragraph (5) of his letter of February 12 as a escape door through which he could squeeze out of the perfected contract with the Villoncos. hence. one day before Cervantes accepted Villonco's counter-offer. the acquisition of the Nassco property having actually eventualized. the conclusion therefrom is inevitable that the 45-day period stipulation was inextricably tied up with appellants' being able to acquire the Nassco property. 2. nothing more was left to formalize the transaction with Nassco except that approval of the Economic Coordinator. Withal. It is predicated on duplicity and smacks of utter bad faith. he had a change of heart. that that was the last requisite for the inevitable execution of the deed of sale in his favor. in his dealing with the Villoncos. the corporate shield of Bormaheco. equity would assume that he did what ought to have been done by him in taking ordinary care of his concerns. if only in consequence of his offer of February 12 and his continuous conversations and negotiations with the Villoncos up to the signing of their agreement on March 4. Accordingly. is Cervantes himself. Unless Cervantes wants Us to hold that he deliberately negotiated with the Villoncos clothed in dubious garments of authority precisely to afford him the opportunity to repudiate at his convenience any agreement they may enter into with him. 1964. One has to be very naive and it would be contrary to the ordinary course of human experience and business practices for anyone to concede to appellants that when Cervantes wrote his letter to Villonco Realty Company of March 30. I cannot believe that Cervantes did not have up-to-date information of the progress of his transactions with Nassco. he knew his act would be ultra vires and void. as of March 3. The Court would certainly be sanctioning a deliberate mala fide breach of a contract already definitely perfected were it to buy the theory of non-perfection appellants are lamely pressing on Us. he opted to actually back out and break with them thru his letters of March 30 to them and of April 6 to the agent. when the Economic Coordinator approved the same and nothing else remained to be done to formalize it except the actual execution of the deed of sale which in fact took place on June 26. it must be because Bormaheco. on March 24. Thus. of the Punta (Nassco) property had not been consummated as of then and that. No amount of rationalization can convince me that the Villoncos had agreed to any 45-day suspensive condition for the perfection of the agreement. with the sale thereof having been authorized already by the Nassco Board on February 18. Inc. had nothing to do with the transaction here in controversy. and there being no proof to the contrary. The same or more may be said relative to his letter to Miss Tagle of as late as April 6. Cervantes is undisputably the registered owner with his wife of the property therein mentioned. according to Section 5 (d) of rule 131. To construe the 45-day stipulation as giving Cervantes the absolute right to disregard the Villoncos entirely until after the 45 days had expired is to render the whole of Cervantes' letter of February 12 as totally meaningless. 1964. the day after the Nassco Board approved the sale. Inc. there was nothing anymore that could impede the formal conveyance of the Nassco property to appellants. Cervantes had no more excuse for further delaying compliance with his agreement with the Villoncos. The contention of appellants that inasmuch as in actual fact the Buendia property contemplated in the contract is the conjugal property of Cervantes spouses and that since in dealing with the Villoncos. I have no doubt whatsoever that the whole trouble here is that after Cervantes had already signed his conformity and received earnest money on March 4. there being no showing that he was duly authorized to make the offer therein contained in the name of the corporation. legally non-existent and as deceitfully farcical. What is worse is that assuming that the 45-day period invoked by him could be considered in this discussion. as already stated. it would be inequitable to allow him to take advantage thereof in the light of the circumstances extant in the record.. therefore. from the viewpoint of the spirit and intent of the contract here in question. assuming hypothetically the plausibility of the theory of appellants about a 45-day waiting period. 1964. I am for holding as I do hold that Bormaheco. which in my opinion is contrary to the elementary requirements of candidness and honest dealing between responsible contracting parties. Inc. I do not find in the evidence before Us adequate basis for accepting the suggestion that Francisco Cervantes acted for and in behalf of Bormaheco. I would hold as I do hold that the purchase of the Nassco property by appellants was virtually consummated. To view the situation otherwise is to condone resort to ambiguity as a means of deception and informality in contractual obligations. Consequently. 1964. from the legal standpoint. perhaps dictated by reasons of better economic advantage. may be deemed pierced in order to prevent any further . he was under obligation. the negative resolutory condition arising from said theory became inoperative four days before said 45 days expired. but even on the remote assumption that they did. After the approval of the sale by the Economic Coordinator. and in that sense offensive to public policy. It cannot be denied that. for all legal purposes. other than their own desistance. which he is presumed to have taken. 1964. and even that might have been legally controversial if Nassco insisted otherwise. the Nassco Board already approved on March 3. there is no certainty yet for us to acquire a substitute property". The language of the letter which is conspicuously sprinkled with the pronoun I used by Cervantes to refer to himself rather than exclusively the pronoun we does not so indicate. In other words. and banking on the idea. the Economic Coordinator approved the Nassco transaction on March 24. the finalization of the same being a material factor in the accomplishment of their common purpose. Inc. and being evidently conscious. as he ought to have been of this fact. Besides. In other words. I hold that when he gave his conformity to the counter-offer of the Villoncos of March 4. if Cervantes may held to have acted for Bormaheco. it cannot lie in the lips of Cervantes to claim that he may not be compelled to proceed with the transaction.

at P400.00.00 which you accepted on March 4.000. Cervantes may either be presumed to have given her consent thereto or to have ratified the same (Montederamos vs. You also authorized me to negotiate with my BUYERS. In the view I have taken above. The only stipulation mentioned in your Contractual Letter of March 4. p. together with 2 checks. 12. 1964 which followed your letter of February 12. However. Note that. your letter dated March 30th. 1964 and signed CONFORME to the LETTER CONTRACT of the same date. according to the defendants. There is no stipulation nor testimony on the alleged insertions. 1964. defendants-appellants' brief). 1964. I have grave doubts as to the application of Article 166 to the sale here in dispute. make no reference at all to any lack of such consent.1964. 751). and that from her silence in her answer in this respect Mrs. But I would not insist in the modification of the dispositive portion of the judgment. Cervantes under Article 166 of the Civil Code. BORMAHECO. this deal on selling your property started way back in October 1963 when you ordered me to negotiate for you certain properties to buy in order that you could move to a bigger location than that at 245 Buendia Avenue which was becoming too small for your needs. and also between the Villoncos and me on the said property. Rizal. Ynonoy. was that the said sale becomes ineffective only if the purchase of the property at Sta. specially after your Formal Bidding of the NASSCO PROPERTY. Ana has been approved by the NASSCO BOARD on March 3. 1964. removes the stipulation on your letter of Feb. Ana. 457. I consider any defense along this line as unavailing to the appellants in this case. INC. 43 Phil. 1964. Cervantes: As your official and authorized representative on the sale of your property located at 245 Buendia Avenue. and the payment of the EARNEST MONEY of P100. Adevoso on March 25. If you will recall. but to Francisco Cervantes and it does not even mention his being President of that corporation. Sta.400. Montenegro. and the subsequent acceptance by the Villoncos of your offer. was made on January 17. IN VIEW OF THE FOREGOING. As very ably discussed in the main opinion of Mr. Hontiveros. Moreover. I would not even require the formality of the serial execution of instruments by the Cervantes spouses and Bormaheco. After this made (sic) was made. therefore. if only because any husband in the circumstances revealed in the record is estopped from setting up such a defense (cf Riobo vs. it appearing that the sale of the Buendia property was purposely to enable the spouses to acquire the Nassco property. Castañeda vs. from all my follow up on the matter at the NASSCO and the OEC. see Civil Law by Reyes & Puno. and subsequently approved by the Office of the Economic Coordinator and signed by Mr. the answer of the defendants. And considering that the subsequent testimony of Cervantes to the effect that his wife opposed the transaction cannot cure such omission. since the result would be the same anyway. Footnotes Dear Mr. it may be observed that the March 4 letter of Teofilo Villonco was not addressed to Bormaheco. After your Formal Offer of February 12. with a total area of 3. ** "March 31. Romeo Villonco of Villonco Realty Co. Cervantes inserted "12th and" between the "February" and "26" in the second line of the foregoing letter. Makati. I believe that the disposition by a husband prohibited by the Code unless consented to by the wife refers to a transaction outrightly prejudicial to the partnership and cannot comprehend a sale made precisely for its benefit and causing no loss thereto beyond the ordinary risks of misjudgment of a manager acting in good faith. This. Francisco Cervantes President.00 and another for P694. 31. And that after there were many personal conferences made between you and the Villoncos either by phone and also personally at their office in my presence. on the sale of your property. 192).00 per square meter or a total purchase cost of P1. Inc. 7. de Guzman bring to Mr. 245 Buendia Avenue Makati. Papi vs.. 21 Phil. * Underscoring supplied. 1964 ed. For this you made your formal offer as per your letter dated February 12.500 square meters. Samson. 1964. Ana is not approved by the NASSCO or the OEC. 54 Phil. Anent the requirement of consent of Mrs. located at Punta. One for P100. 1964. 531. Plenty of conferences were held between you and me. it is obvious that the belated invocation of this defense now should be deemed in fact and in law as an unacceptable and ineffective afterthought.1964 Mr. this deal become a close deal as the said Earnest Money becomes a part of the down payment on the property. Justice Aquino. Rizal .000. that in paragraph 3 of the terms and conditions he crossed out "Nassco's" and wrote "another" and that he inserted "pa" after "interest" (p. Inc. I was surprised and shocked at the news of your actions yesterday afternoon when you had a certain Mr. in favor of Mr. 1964 and thus effecting the consummation of this deal.000. 56 Phil. Besides.fraudulent implications in his actuations. it would be legally feasible for the sale to the Villonco Realty Property to be made directly by the spouses. you called me and had me offer your property at 245 Buendia Avenue to the Villoncos.25 as 10% interest on the same. it appears that your bid on purchasing the said property at Sta. Romeo Villonco. one of whom was the Villonco Brothers who owned the adjacent property.

(5. Ana which has been approved by the NASSCO BOARD on March 3. Rizal. Trusting that you will see your way clear in all this. (Sgd.) Edith Perez de Tagle (Typed) EDITH PEREZ DE TAGLE Realtor" . Romeo Villonco will not agree to your backing out of this deal or rescinding your Contractual Agreement with them for any other reason whatsoever.) That the Villoncos have put aside all other projects in favor of this deal. 1964 and March 4. (2.) That in all big business firms. but also for the cost of the new building to be erected. I am Very truly yours. Sta. 1964 and the OEC on March 25. as he is not agreeable to a cancellation of this deal with them on the purchase of your property at 245 Buendia Avenue. Manila has been removed by the approval of your bid purchase of the property of the NASSCO. I. Makati. this being the only stipulation on the consummation of the deal. since the same requires a large amount of cash. Romeo Villonco has called me to his office and has returned to me your letter and the checks. (3. 1964. as your official representative have followed the matter and have kept them informed on the progress of the deal with the NASSCO and the OEC. and as such made it necessary that the Villoncos mortgage several of their properties with the bank to have ready the Cash payment required by you as per your Contractual Letter of March 4. for the following reasons: (1. at Punta. 1964 wherein the approval and consequent purchase of the lot at Sta. Mr. the presence of a large amount of spot cash is always not present. For all the above reasons. (4.Mr. thus it was necessary that the Villoncos raised this spot cash which was one of your requirements for this sale. Ana.) That after the Earnest Money had been received by you.) That this deal has been made after a Formal Written Offer from you after several lengthy verbal conferences between you. 1964.) That the stipulation on the letters of February 12. not only for the payment of the land. and which terms have been agreed upon.

and of the opposition thereto filed by . They submitted to the appellate court the registry receipts (numbered 0215 and 0216). reveals that on January 15. Velasco (hereinafter referred to as the petitioners) against the resolution of the Court of Appeals dated June 28. 0216. J. Acting on the said motion to dismiss the appeal. Rama for petitioners.R. at the Makati Post Office.. Ordoñez. a "Motion For Extension of Time To File Printed Record on Appeal. Thereafter. VELASCO.R. The basis for the dismissal of the complaint was that the alleged purchase and sale agreement "was not perfected". 1969 praying for the dismissal of the appeal on the ground that the petitioners had failed to file their printed record on appeal on time. the Court of First Instance of Quezon City. Quiachon. On March 11. vs. 1969. in an official certification. Suite 319 337 Rufino Building. 1969. respectively.. Napoleon G.. the Postmaster of Makati states that the records of his office disclose: (a) that there were no registered letters Nos. Corpuz [counsel of the petitioner] is required to show cause within ten (10) days from notice why he should not be suspended from the practice of his necessary investigation against Juanito D. Sicat & Associates Law Office. the records of the said post office failed to reveal that on January 15. This 60-day term was to expire on January 17. 1969. the petitioners received from the respondent a motion filed on February 8. Yap. to prove that their motion for extension was timely filed and served on the Court of Appeals and the respondent. Allegedly under date of January 15. dismissing the complaint filed by the petitioners against the Magdalena Estate. and the voluminous printing jobs now pending with the Vera Printing Press. 1969. L-31018 June 29. by registered mail allegedly deposited personally by its mailing clerk. the motion for reconsideration filed on March 11. plaintiffs supposedly mailed via registered mail from the Post Office of Makati. 1969. 42376." The extension of time was sought on the ground "of mechanical failures of the printing machines. However. After several other pleadings and manifestations were filed by the parties relative to the issue raised by the respondent's above-mentioned motion for reconsideration. Sicat & Associates addressed to Atty. after hearing on the merits. Under date of November 3. the petitioners allegedly sent to the Court of Appeals and to counsel for the respondent. Quiachon of the Salonga. 1969. the petitioners received a notice from the said court requiring them to file their printed record on appeal within sixty (60) days from receipt of said notice. counsel for plaintiff-appellants. issued the following resolution: Upon consideration of the motion of counsel for defendant-appellee praying on the grounds therein stated that the appeal be dismissed in accordance with Rules of Court. 1973 LORENZO VELASCO AND SOCORRO J. Inc. the dispositive portion of which reads as follows: WHEREFORE. HONORABLE COURT OF APPEALS and MAGDALENA ESTATE. both stampled January 15. Rizal their motion for extension of 30 days from that date to file their printed Record on Appeal. Atty. 1968. Quiachon. the petitioners filed their printed record on appeal in the Court of Appeals. On November 18. rendered a decision in civil case 7761. 0215 and 0216 from the Salonga. Upon consideration of the registry-mailed motion of counsel for plaintiffs appellants praying on the grounds therein stated for an extension of 30 days from January 15. 1969 within which to file the printed record on appeal. its questioned resolution. Dominador L. which ordered the dismissal of the appeal interposed by the petitioners from a decision of the Court of First Instance of Quezon City on the ground that they had failed seasonably to file their printed record on appeal. after the perfection of their appeal to the Court of Appeals. under registered letter No. 1968." because according to a certification issued by the postmaster of Makati. España Ext. 1969 is granted and appeal interposed by plaintiff-appellants from the judgment of the court below is hereby dismissed for their failure to file their printed Record on Appeal within the period authorized by this Court. the Court RESOLVED to GRANT the said motion and the printed record on appeal which has already been filed is ADMITTED. The petitioners opposed the motion for reconsideration. 1969. respondents. Quezon CASTRO. The foregoing desposition was based on the following findings of the Court of Appeals: An examination of the Rollo of this case.G. 1969 in CA-G. to file the appropriate criminal action against them as may be warranted in the premises. Makati Post Office.: This is a petition for certiorari and mandamus filed by Lorenzo Velasco and Socorro J. which were issued by the receiving clerk of the registry section of the Makati Post Office covering the mails for the disputed motion for extension of time to file their printed record on appeal and the affidavit of its mailing clerk Juanito D. Yap. No. Ayala Avenue. 1969. petitioners. the Court of Appeals promulgated on June 28. (hereinafter referred to as the respondent) for the purpose of compelling specific performance by the respondent of an alleged deed of sale of a parcel of residential land in favor of the petitioners. Reyes for private respondent. INC.. 1969 — the date when their motion for extension of time to file the printed record on appeal was supposedly mailed by the petitioners — there was any letter deposited there by the petitioners' counsel. the Court RESOLVED to DENY the said motion to dismiss. the Court of Appeals. and to report to this Court within thirty (30) days the action he has taken thereon." On February 10. Rizal. Ordoñez. 202 Magdalena Building. . the respondent prayed for a reconsideration of the above-mentioned resolution. Abraham F. averring that the Court of Appeals had been misled bythe petitioners' "deceitful allegation that they filed the printed record on appeal within the reglementary period. on February 25. one Juanito D. particularly the letter envelope on page 26 thereof. Patrocino R. Sarmiento.

Niño. between 12:00 o'clock noon and 1:00 o'clock in the afternoon. and he told me that they were letters for the Court of Appeals and for Atty. the Court of Appeals promulgated another. Abraham Sarmiento and that his purpose was to show that they were posted on January 15. the registered letters posted at the Makati Post Office were numbered consecutively from 1001-2225. in the municipality of Makati. and Pres. R. and that I also post maker them January 15. The said fiscal. Manila. even without to move this Court to reconsider its resolution of February 25. On September 20. Japan. and to the Court of Appeals. Sarmiento of the Magdalena Estate. Malindog and would file the corresponding information for falsification of public documents against him. and a place within the jurisdiction of this Honorable Court. dismissed the complaint against Quiachon for lack of sufficient evidence. The information subsequently filed against Malindog by the first Assistance Fiscal of Rizal reads as follow: That on or about the 7th day of February 1969. 6 Chamo. QUIACHON that the letters were not really important I agreed to his request. Rizal. however. (c) that on January 15. denying the motion for reconsideration of the petitioner. 1969. 'That the correct date of posting. Pasay City. Rizal. 1969. but I asked him what they were all about. The Acting Postmaster of the Commercial Center Post Office of Makati. however. Sarmiento of to the Court of Appeals. 1969. On September 5. the First Assistant Fiscal of Rizal notified the Court of Appeals that he had found aprima facie case against Flaviano C. as sender. I got two (2) registry receipts from an old registry receipt booklet which is no longer being used and I numbered them 0215 for the letter addressed to Atty. Abraham F. Patrocino R. In his said affidavit. on the back of one or both of the registry receipts above mentioned. 30 for Quezon City as well as that Manila. 1969. 79. and none of these letters was addressed to Atty. further certifies that "Registry Receipts Nos. Pasillo F-2. accepting as satisfactory the explanation of Atty. Construction of 1049 Belbar Building.. we are very much inclined to give greater weight and credit to the former. Besides. 1969 shows no letters with such numbers posted on the said date. and he said that the letters were not so important and that his only concern was to have them post maker January 15. 1969. These two (2) certifications alone. (b) that there is a registered letter numbered 215 but that the same was posted on January 3. 1969. Rizal. 1969 and order the dismissal of this appeal. plaintiffs have not refuted the facts disclosed in the two (2) official certifications above mentioned by the Postmakers of Makati. February 7. corresponding to February 7. Corpuz why he should not be suspended from the practice of the legal profession. Makati. that I inquired further. respectively. 1969. Nakaya of the United Pacific Trading Co. But between Malindog. as sender." From the foregoing. as addressee. respectively. did then and there .City. 1969 also appears in the Registry Bill Books for Quezon City and Manila where I entered the subject registered letters. but that the same was likewise posted on January 3. whose sworn statement is manifestly a declaration against interest since he can be criminally prosecuted for falsification on the basis thereof. that I placed the same numbering on the respective envelopes containing the letters. does not appear in our Registry Record Book which was allegedly posted at this office on January 15. 1969. Sto. QUIACHON approached me at the Makati Post Office and talked to me about certain letters which his employer had asked him to mail and that I should help him do something about the matter. 1969. there are entries covering registered letters Nos. whose true identity and present whereabout is still unknown. the above-named accused. Samar. Yokohari. 1969. JUANITO D. (d) that in Registry Bill Book No. Ltd. it is immediately apparent that the motion for extension of time to file their Record on Appeal supposedly mailed by the plaintiffs on January 15. Metropolitan. 1969. and Giral Amasan of Barrio Cabuniga-an. a letter carrier of the Makati Post Office. Of course. 1969 by Enriqueta Amada of 7 Angel. 1969 with E. and that of Quiachon. whose statement is self-serving. Quezon City and the Honorable Court of Appeals. whereupon. on January 15. such registry book for February 7. inclusive. after the rendition of the foregoing resolution.. 1969 was not really mailed on that date but evidently on a date much later than January 15. respectively. Malindog swore among others: 'That on February 7. at the same time. Nakatu. Abraham Sarmiento in Quezon City and 0216 for the letter addressed to the Court of Appeals. 'That to the best of my recollection I wrote the correct date of posting. 1969. 'That believing the word of JUANITO D. and that there is also a registered letter numbered 216. as addressee. 0215 and 0216 addressed to Atty. Quiachon. province of Rizal. 0215 and 0216 for dispatch to Quezon City and Manila. which defendant attached as Annex 1 to its supplemental reply to plaintiffs' opposition to the motion for reconsideration. conspiring and confederating together and mutually helping and aiding with John Doe. This is further confirmed by the affidavit of Flaviano Malindog.A. but. February 7. Abraham F. Manila. plaintiff's counsel denies the sworn statement of Malindog and even presented the counter-affidavit of one of his clerk by the name of Juanito D. Cartimar. Pasong Tamo. that were posted in the Post Office of Makati.B.

1969. in point of fact. Some of the objections raised by the petitioners to the questioned resolution of the Court of Appeals are obviously matters involving the correct construction of our rules of procedure and. Rule 50 of the Rules of Court. 52 O. instead.." this. Manila. and (g) the objection to an appeal may be waived as when the appellee has allowed the record on appeal to be printed and approved (citing Moran. Vol. are proper subjects of an appeal by way of certiorari under Rule 45 of the Rules of Court. 1969. because (a) it declared that the motion for extension of time to file the printed record on appeal was not mailed on January 15. when in truth and in fact he did not so participate. the registry receipts and postmarked envelopes (citing Henning v. or with such whimsical and grave abuse of discretion as to amount to lack of jurisdiction. cited by the petitioners. 5. this Court finds. As the petitioners failed to comply with the above-mentioned duty which the Rules of Court enjoins. The issue in the case at bar is whether or not the motion of the petitioners for extension of time to file the printed record on appeal was. however. thereby making it appear that the said sealed envelopes addressed to Atty. (f) the Court of Appeals has no jurisdiction to revoke the extention of time to file the printed record on appeal it had granted to the petitioners based on a ground not specified in section 1. p." The nature of the case at bar permits. and. the Court of Appeals acted without or in excess of jurisdiction. Katipunan Labor Union. by itself. 6209). 1969. and may be exercised only in the manner provided by law. in fact. and causing it to appear that the Postmaster of Makati participated therein by posting said mail matters on January 15. The petitioners. 579. a letter-carrier at the Makati Post Office. and the accused Malindog. it was mailed on the record on appeal was filed only on February 10.G. (e) the said section does not state either that the mismailing of a motion to extend the time to file the printed record on appeal. admissions and denials respectively adduced and made by the parties. and in conspiracy with. Henning and Caltex.. are not in point because the specific adjective issue resolved in those cases was whether or not the date of mailing a pleading is to be considered as the date of its filing. Western Equipment. have correctly appreciated the nature of its objections and have asked this Court to treat the instant petition as an appeal by way of certiorari under Rule 45 "in the event . is of no moment since the findings of the inquest fiscal as reflected in the information for falsification filed against Malindog indicate that someone did induce Malindog to make and issue false registry receipts to the counsel for the petitioners. did then and there willfully and feloniously falsify said registry receipts of the Makati Post Office on January 15. it is merely a statutory privilege. The petitioner contend that in promulgating its questioned resolution. does not establish an unrebuttable presumption of the fact of date of mailing. when. Thus. 62 Phil. after a careful study and appraisal of the pleadings. Rule 50 of the Rules of Court. as found by the Court of Appeals. unlawfully and feloniously falsify two registry receipts which are public documents by reason of the fact that said registry receipts are printed in accordance with the standard forms prescribed by the Bureau of Posts.willfully. to postmark on Abraham Sarmiento in Quezon City. Fernando 1 that the right to appeal is nota natural right nor a part of due process. We do not share the view of the petitioners that the Court of Appeals acted without or in excess of jurisdiction or gravely abused its discretion in promulgating the questioned resolution. Rizal and the sworn declaration of the mail carrier Malindog describing how the said registry receipts came to be issued. II. therefore. while Malindog's sworn statement. beyond the time authorized by the appellate court. there was a deliberate effort on their part to mislead the said Court in grating them an extension of time within which to file their printed record on appeal. to pay the clerk of the Court of Appeals the fee for the docketing of the appeal. That at the preliminary investigation at the Fiscal's office. section 5 of Rule 46 states: Sec. v. which enumerates the grounds upon which the Court of Appeals may dismiss an appeal. Malindog failed to identify Quiachon as the person who induced him to issue falsified receipts. on the date above-mentioned approached and induced the accused Malindog. and considering that. Duty of appellant upon receipt of notice. It will be observed that the said certifications explain clearly and in detail how it was improbable that the petitioners' counsel in the ordinary course of official business. mailed (and. are worthy of belief. and the other to the Court of Appeals. (d) section 1. because the said court ignored the affidavit of the mailing clerk of the petitioners' counsel. which affidavit was prepared by counsel for the respondent at the affiant himself so declared at the preliminary investigation at the Fiscal's office which absolved the petitioners' counsel mailing clerk Quiachon from any criminal liability. 519). While it is true that stamped on the registry receipts 0215 and 0215 as well as on the envelopes covering the mails in question is the date "January 15. assuming this to be the case. 1969. — It shall be the duty of the appellant within fifteen (15) days from the date of the notice referred to in the preceding section. Inc. In this connection. in our view. 1969. and Caltex Phil. contrary to what he declared in his affidavit. when the truth is that the said date of filing was within the 30-day extension granted by it. it stands to reason that the appellate court cannot be said to . rather than a special civil action for certiorari under Rule 65. provides ample basis for a finding that where official duty was not performed it was at the behest of a person interested in the petitioners' side of the action below.. 1969. a disquisition of both types of assignments. acceding to the inducement of.. the Rule of Court expressly makes it the duty of an appellant to file a printed record on appeal with the Court of Appeals within sixty (60) record on appeal approved by the trial court has already been received by the said court. In resolving this issue in favor of the respondent. Sarmiento and the Court of Appeals were actually posted. his co-accused John Doe. does not include as a ground the failure to file a printed record on appeal. filed) on January 15. which constitutes a very grave admission against his own interest. that this Honorable Supreme Court should deem that an appeal is an adequate remedy . We share the view of the appellate court that the certifications issued by the two postmasters of Makati. that the Court of Appeals did not gravely abuse its discretion and did not act without or in excess of its jurisdiction. (c) the adverse conclusion of the appellate court are not supported by the records of the case. and within sixty (60) days from such notice to submit to the court forty (40) printed copies of the record on appeal. together with proof of service of fifteen (15) printed copies thereof upon the appelee.. committed as follows: the above-named accused John Doe. This Court held in Bello vs. may be a basis for the dismissal of the appeal. consequently. chose to rely upon the affidavit of the mail carrier Malindog.

" At the bottom of Exhibit A the following appears: "Agreed price: P100. Inc.000.00 attorney's fees. it is as though the same were nonexistent. He testifies that Socorro Velasco is his sister-in-law and that he had requested her to make the necessary contacts with defendant referring to the purchase of the property in question.059 square meters including improvements thereon — P10. Court of Appeals. The defendant.00 under the condition that a down payment of P30. in its Answer. A reading of the record. 1962. It will likewise be noted that inasmuch as the petitioners' motion for extension of the period to file the printed record on appeal was belated filed. 207848 (Exh. The lone witness for the plaintiff is Lorenzo Velasco. 108 Phil. then.00 of which was to be paid on November 31. February 28. The appealed decision of the court a quo narrates both the alleged and proven facts of the dispute between the petitioners and the respondent.00 and neither has she paid any installments on the balance of P70.00 and the balance of P70. P30. Psd-6129.000. 1962 Socorro Velasco offered to pay P10. Court of Appeals. Rule 50 of the Rules of Court. he had authorized her to negotiate with the defendant in her whenever she went to the office of the defendant..00 would be paid in installments.000.000. in 10 years. 1962. 1964 that Socorro Velasco tendered payment of P20. much less.000. 1962 as per receipt No. issued in his favor by the Magdalena Estate. bal.32 on June 30 and December of every year until the same shall have been fully paid. New Manila.00. 1962. on the allegation that on November 29.000.000. Government of the Philippines vs. that it was only on January 8.00. 1962 the plaintiff and the defendant had entered into a contract of sale (Annex A of the complaint) by virtue of which the defendant offered to sell the plaintiff and the plaintiff in turn agreed to buy a parcel of land with an area of 2.000.00 the defendant refused to accept and that eventually it likewise refused to execute a formal deed of sale obviously agreed upon.00 to complete the P30. the uncertainties that would follow when litigants are left to determine and redetermine for themselves whether to seek further redress in court forthwith or take their own sweet time will result in litigations becoming more unreable than the very grievances they are intended to redness. that Socorro Velasco failed to complete the down payment of P30. 1969 praying for the dismissal of the below of the petitioners had not yet filed their record on appeal and.00 to be followed by P20. which offer the defendant refused to accept because it had considered the offer to sell rescinded on account of her failure to complete the down payment on or before December 31. P20. knew very well that he was the person interested in the lot in question and not his sister-in-law. Inc. De la Cruz vs. must be considered to have abandoned their appeal. the receipt for the P10. and as a matter of fact. 375). that the truth of the matter is that a portion of the property in question was being leased by a certain Socorro Velasco who. in the sum of P10.000. Romana. addressed to him and his reply thereto." The soundness of this dictum in matters of procedure is self-evident. The plaintiff demands P25.00 but because the amount was short of the alleged P20. (See. denies that it has had any direct dealings.000. as follows: This is a suit for specific performance filed by Lorenzo Velasco against the Magdalena Estate. located at No.000. 39 corner 6th Street and Pacific Avenue.000.00 including interest a 9% per annum was to be paid on installments for a period of ten years at the rate of P5.00 as initial payment instead of the agreed P20.000.059 square meters more particularly described as Lot 15. on November 29. It is further alleged that the plaintiff paid down payment of P10.00 actual damages and P7. the equal monthly amortization of which was to be determined as soon as the P30. P2. 86 (1960).000. Because he does not understand English well. 1962. Ferinion vs. He also identifies a letter (Exh. that the defendant indicated its willingness to sell the property to her at the price of P100. 16 SCRA 370.000. B)of the Magdalena Estate. as when the appellee allows the record on appeal to be printed and approved — is likewise not meritorious considering that the respondent did file a motion in the Court of Appeals on February 8.00 up to the present time. since as this Court has already stated in Baquiran vs. Exhibits A.000. who exhibits the receipt. contractual relations with the plaintiff regarding the property in question. "A")and that when on January 8. 73 Phil. Block 7. this City. L-25521.000. Our jurisprudence is replete with cases in which this Court dismissed an appeal on grounds not mentioned specifically in Section 1.000.have abused its discretion or to have acted without or in excess of its jurisdiction in ordering the dismissal of their appeal. for example. Block 7. went to the office of the defendant indicated her desire to purchase the lot. Area 2. had been dealing all along with him and not with his sister-in-law and that the Magdalena Estate. Inc. Psd-6129. The plaintiff also depends on Exhibit A to prove that there was a perfected follows: "Earnest money for the purchase of Lot 15.00 the same was accepted merely as deposited and upon request of Socorro Velasco the receipt was made in the name of her brother-in-law the plaintiff herein. It is alleged by the plaintiff that the agreement was that the plaintiff was to give a down payment of P10. 2 "The motion for extension of the period for filing pleadings and papers in court must be made before the expiration of the period to be extended.000. for the total purchase price of P100. The argument raised by the petitioner — that the objection to an appeal maybe waived. and contends that the alleged contract described in the document attached to the complaint as Annex A is entirely unenforceable under the Statute of Frauds.00 dated November 29.00 down payment was issued in his favor.00 down payment had been completed.381.000. Inc. In further assailing the questioned resolution of the Court of Appeals. however.00 on November 29. For.00 down payment.000. 1966.00 exemplary damages.000. the petitioners also point out that on the merits the equities of the instant case are in their favor. persuades us that the judgment a quo is substantially correct and morally just." To prove that the Magdalena Estate.00 be made. therefore. Blanco.000. that on November 29.000. 596 (1942). Inc.00. were the doctrine otherwise. Sta. and that the balance of P70.000.00. 1964 he tendered to the defendant the payment of the additional P20. the plaintiff offers in evidence five checks all drawn .000.

Justice Castro affirming the appellate court's dismissal of petitioner' pending appeal before it because of late submittal of the printed record on appeal (by 24 days). The only matter that remains to be decided is whether the talks between the Magdalena Estate. have reserved their opinions on the merits of the appeals. 3 The fact. 5. That the time within the full down payment of the P30. It is not difficult to glean from the aforequoted averments that the petitioners themselves admit that they and the respondent still had to meet and agree on how and when the down-payment and the installment payments were to be paid. Such being the situation. Makasiar and Esguerra. be said that a definite and firm sales agreement between the parties had been perfected over the lot in question.000. in instances like the present.by him in favor of Magdalena Estate. Inc. It is the position of the defendant (1) that the sale was never consummated and (2) that the contract is unenforceable under the Statute of Frauds. wherein the same does not appear to me.00 partial payment mentioned in paragraph 3 hereof. and that upon completion of the said down payment of P30. Makalintal.00 shall be said by the plaintiff to the defendant in 10 years from November 29. ACCORDINGLY. including the P10. therefore. The complaint states pertinently: 4.00 as "earnest money" which was accepted by respondent and continuing to pay respondent lease rentals for the time taken to complete the full down payment pending formalization of their contract. The court a quo agreed with the respondent's (defendant therein) contention that no contract of sale was perfected because the minds of the parties did not meet "in regard to the manner of payment. Indeed. therefore. in 10 years" (which is a matter of mathematical computation). with petitioners having admittedly made a down payment of P10. .000. 1961.000. concur. No pronouncement as to costs. Gatchalian 1 promulgated just a few weeks earlier. dissenting: I dissent from the main opinion penned by Mr. any discussion of the merits of the appeal is unwarranted. I must note with gratification the special pains taken in the main opinion to discuss nevertheless the substance and merit of the aborted appeal and to record the Court's policy in such cases (of dismissal of appeals timely perfected for failure to comply with certain requirements of the Rules) of invariably satisfying itself that there is "a rational basis for the result by the trial court" 2 in the judgment sought to be reviewed by the appeal. since December 29. particularly. Justices Barredo and Antonio. however. As in my separate opinion in Sison vs. took no part. 1962. I vote to deny the petition. JJ.00 deposit or.00. and which were duly paid to the defendant by checks drawn by plaintiff. the balance of P70.000. I further consider this to be a case where the paramount considerations of substantial justice must take . Separate Opinions TEEHANKEE. Socorro J. viz..000. as stated in their respective concurrences. P30. J. as the petitioners themselves admit that some essential matter — the terms of payment — still had to be mutually covenanted. this Court has already ruled before that a definite agreement on the manner of payment of the purchase price is an essential element in the formation of a binding and unforceable contract of sale.000..00 by way of lease rentals on the house existing thereon which was earlier leased by defendant to the plaintiff's sister-inlaw. and Lorenzo Velasco either directly or thru his sister-in-law Socorro Velasco ever ripened into a consummated sale. deserve a full-dress consideration of the appeal and legal principles involved with a decision on the merits of the case itself. for payment of the lease of the property.. Fernando.. in the language of the defendant 'earnest money or down payment' as evidenced by Exhibit A.00 down payment.000. the instant petitioner is hereby denied. and consistently with my view already expressed on previous occasions..: The petitioners having clearly and without sufficient justification failed to prosecute their appeal within the period allowed by the rules. That plaintiff and defendant further agreed that the total down payment shall by P30.00 was to be completed was not specified by the parties but the defendant was duly compensated during the said time prior to completion of the down payment of P30. it cannot. Velasco. J.00." The court a quo appraisal of this aspect of the action below is correct.000. bal. that the petitioners delivered to the respondent the sum of P10.. Since two other members of the Court. Inc. upon cursory examination to be beyond doubt.000. J. Inc. In the case at bar.00. that the Velasco family sometime in 1962 offered to purchase the lot as a result of which Lorenzo Velasco thru Socorro Velasco made the P10. on appeal — when the appeal was indisputably timely perfected — does not call for the imposition of the capital penalty of dismissal of the appeal. I believe that the merits and equities invoked by petitionersappellants in support of their action for specific performance of their agreement with respondent for the purchase of the parcel of land described in the complaint for the "agreement price (of): P10. Barredo.000. The material averments contained in the petitioners' complaint themselves disclose a lack of complete "agreement in regard to the manner of payment" of the lot in question. There does not seem to be any dispute regarding the fact that the Velasco family was leasing this property from the Magdalena Estate.000 as part of the down-payment that they had to pay cannot be considered as sufficient proof of the perfection of any purchase and sale agreement between the parties herein under article 1482 of the new Civil Code..

As stated by Chief Justice Concepcion for the Court in Concepcion vs. that petitioners' counsel. the 60-day period for petitioners appellants "to submit . that there was a deliberate effort on the part of an unknown person (John Doe in the in information) — not petitioners nor their counsel nor Quiachon. falsehood and violation of his sworn duty to the Court. the appellate court as per its resolution of September 5. should by construed literally. Inc. I concur with the main opinion in its ruling upholding the appellate court's factual findings. on viz. Here. it is but logical that the frame of reference. as petitioners' counsel." As applied to the case at bar. a said post office — which the appellate court believed as against Quiachon's counter-affidavit to the contrary — the said court as per its resolution of June 28.. to wit. 1969. keeping and reading of the record on appeal. 1969 denying respondent's motion to dismiss the appeal. 1969. under Rule 46. for purposes of this review. such a technical trangression on counsel's part should not result in the drastic forfeiture of petitioners' right of appeal and of securing a possible of the adverse verdict of the lower court. section 13. 1969 within which to submit the same. and that a possible denial of substantial justice.precedence over the lateness (by 24 days) in the submittal of the printed record on appeal — which in no way can be claimed to have prejudiced the substantial rights of respondent or delayed the cause of the administration of justice — and that accordingly. where failure to file the necessary notice." In the cited case of Ever. which I don't consider to be reviewable by this Court.3 "After all. the Court applied the salutary rule of overlooking procedural deficiencies in the interest of substantial justice and set aside the appellate court's dismissal of the appeal (for non-inclusion in the joint record on appeal of the appellants' notice of appeal and date of receipt of the appealed decision on appeal"). viz. grounded as they are on substantial evidence. which they had contracted to do the printing job. on February 10. which this Court has held in Ever Ice Drop Factory vs. section 3. is in question." This is but the very mandate of the Rules of Court: that they be "liberally construed in order to promote their object and to assist the determination of every action and proceeding" 4 and that "All pleadings shall be liberally construed so as to do substantial justice. pleadings. the sole purpose of such printing being convenience in the handling. if not duly extended. through its mailing clerk Juanito D. wherein it granted the registry-mailed motion of petitioners' counsel for a 30-day extension from January 15. when the completeness of a record on appeal. Corpus. therefore. 1969 when actually it was so mailed late only on February 7. the mailing clerk — to induce Malindog to make and issue false registry receipts that showed that petitioners' counsel's motion for a 30day extension to submit the printed record on appeal was filed timely on January 15. Counsel's ground for such extension was from ground for such extension machines and voluminous printing jobs of the Vera Pinting Press. like many other time limitations imposed by the Rule of Court as indispensable to the prevention of needless dalays and necessary to the orderly and speedy discharge of judicial business. What is merely involved here is late filing (by 24 days) of the printed copies of the record on appeal. bond and record on appeal within the said 30-day period. in addition to those stated above and in my separate opinion in Sison. as well as remedial laws. such factual findings must be postulated. 1969 accepted as satisfactory said counsel's explanation and disclaimer of any wrongdoing. for the following considerations. 1959 rather late(by 21 days) on February 7. Atty. as borne out by the affidavit of Flaviano Malindog. however. was required to show cause "why he should not be suspended from the practice of his profession for deceit. supra: — . 1969.. The general issue of law that confronts us then is this: is the 60-day period for submitting the printed record on appeal mandatory and jurisdictional or is this merely a procedural period on appeal (owing to a valid reason of mechanical failures and pressure of work of the printer) regardless of whether a motion for extension of time to submit the printed record on appeal was in fact filed or filed out of time after expiration of the original 60-day period. may in the appellate court's sound discretion in the interest of justice and equity be nevertheless allowed and appeal heard and decided on its merits? The 60-day period for submitting the printed record on appeal is obviously imposed as a procedural rule. 1968 of receipt of the original typewritten record on appeal" from notice on November 18. Petitioners submitted their printed record on appeal on the 24th day after such expiry date. the appeal had been long and timely duly perfected by petitioners. 1969. in order that litigants may have ample opportunity to prove their respective claims. forty (40) printed copies of the record on appeal" from notice on November 18." 5 Here.. 1968 of receipt of the original typewritten record on appeal in the appellate court 6 was to expire on January 17. must be the contents of said record as filed with said court. may be avoided. Hence. Upon complaint of respondent. I vote for the granting of the petition and to demand the appeal to the appellate court for disposition and decision of the merits. Acting upon the appellate court's directive to investigate the incident for the filing of appropriate criminal action against Quiachon and Malindog. as therein provided. section 5. The appellate court admitted the printed record on appeal as per its original resolution of February 25... and not necessarily those of the printed one filed with the appellant court. 7 But this 60-day period for submitting the printed record on appeal is to be distinguished from a court of first instance judgment under Rule 41." but subsequently. due to legal technicalities . Quiachon. had deceived the appellate court into believing that their motion for extension had been registry mailed January 15. ruling that "Inasmuch as Rule 41 is in that portion of the rules pertaining to the stage of the appeal process taking place in the trial court. Payatas Estate Improvements Co. 1969. is fatal and calls for dismissal of the unperfected appeal under Rule 41. 1969 granted respondent's motion for reconsideration and ordered the dismissal of petitioners' appeal "for their failure to file their printed record on appeal within the period authorized by this court. that the printed record on appeal was submitted 24 days late on February 10. Court of Appeals 8 as "not indispensable to the jurisdiction of the appellate courts." In the same resolution. the Rizal provincial fiscal found a prima facie case against Malindog (the letter-carrier) and charged him in the corresponding information for falsification of public documents but dismissed the complaint against Quiachon (the mailing clerk of petitioners' counsel) for lack of sufficient evidence since Malindog could not identify Quiachon ass the person who induced him to issue falsified registry receipts. Patrocino R.

" Lucas vs." 15 — In sensu contrario. — The specific rule (Rule 46.. it does not seem fair to penalize petitioners with dismissal of their appeal. upon the mandatory. as stressed in Sonora vs. One gets the impression that the unnamed person had perhaps induced Malindog to issue the false receipts to cover up some neglect or fault on Quiachon's part in not having timely mailed counsel's extension motion. Tongoy. such failure not being wanton or inexcusable." 10 — Since the enactment as of September 9. The court at every stage of the proceeding must disregard any error or defect which does notaffect the substantial rights of the parties. since it exonerated counsel of any complicity. upon the said court to exercise its power to dismiss an appeal and dismissal has been ordered sparingly and only in extreme cases warranting dismissal. "it is less than fair for respondents to attempt to cut off (petitioners') right to appeal by invoking the literal meaning of the language of the rules. disregarding their wise and practical construction already laid down by the Supreme Court. Compliance with the rules.— Since the use of the false registry receipts appears in no way to be the making of petitioners themselves. 9 But the Rules certainly do not authorize dismissal of a duly perfected appeal within the original 60-day period... filed and served in the form required for petitions for review by certiorari of decisions of the Court of Appeals." — Even Rule 50. unless refusal to take such action appears to the court inconsistent with substantial justice. such an error although abetted by the trial court's act of approving a record on appeal that is not required by the Act. failure to observe which results in the automatic penalty of loss of the right to appeal) but of directory character to provide time tables and prevent needless delay in readying a duly perfected appeal for consideration and decision (such as the 60-day period for submittal of the printed record on appeal involved here. which are not of mandatory character (such as the period for perfecting appeals. petitioners. as where the wanton or inexcusable conduct of appellant in not complying with the rules warrants such dismissal. Mariano 17 was to the same effect with the Court sustaining therein petitioner's submittal "that from the point of view of the time of the taking of the appeal. Blanco. ranging from an contempt to even more drastic measures of administrative proceedings for disbarment against him. this Court may dismiss an appeal even on grounds not specifically mentioned in Rule 50. for setting aside. But following paramount considerations of substantial justice in preference to transgressions of form. whereas petitioners' appeal would be forfeited through no fault or negligence on their part. contrary to the act's mandate that they should by presented by means of "petition . Their counsel's late submittal of the brief and of the corresponding motions for extension (by less than a month's time) is not rank failure to comply with the rule's requirements. . omissions or additions in the printed record on appeal" (paragraph(e)) or want of specific assignment of errors or of page references to the record in appellant's brief. Yet such failure to file the printed record on appeal within the 60-day period (which was filed late by 24 days and had already been admitted) was the only ground stated by the appellate court for its peremptory dismissal of the appeal. 73 Phil.. adherence to a liberal construction of the procedural rules in order to attain their objective of substantial justice and of avoiding possible denials of substantial justice due to procedural technicalities does not mean non-enforcement of the Rules of Court which are universally recognized to be necessary to the orderly and speedy discharge of judicial business with the least delay. No substantial right of respondent has been prejudiced by the late submittal of the late submittal of the printed record. section 5 that "no error or defect in any ruling or order . ruling as in Espiritu vs. is ground. and 'it would serve no useful purpose to reinstate' the same. modifying or otherwise disturbing a judgment or order. — Withal. — While clients are generally bound by the actions or mistakes of their counsels. We have allowed the appellants to file the corresponding petition(for review by certiorari) provided the appeal by record on appeal had been duly perfected within the reglementary period. here no fault or wrongdoing has been attributed to either petitioners or their counsel. 11 review by this Court of final judgments and decrees of inferior courts shall be by petition for writ ofcertiorari — and no longer by record on appeal — some parties-appellants aggrieved by adverse to submit their appeals to this Court by means of records on appeal as approved by the lower court.. 13 "the Court has been liberal in the implementation of Republic Act 5440 and instead of dismissing appeals coming up to Us by record on appeal. section 1.. the appellate court did not sustain respondent's contention that petitioners through counsel had deceived it through knowing use of the false registry receipts. even if otherwise well grounded. [such as its first order admitting the printed record on appeal in the belief that petitioners' motion for extension had been timely filed] . vis a vis the case at bar... section 1 which provides that the appellate court may dismissal pending appeal for certain specific infractions of the rules. 1968 of Republic Act 5440 providing that in most cases as specified therein." denied mandamus. the imposition of the capital of dismissal of petitioners' appeal is unduly severe. depending upon the gravity of the offense.g. has to be appeal itself. failure to pay the docketing fee or to file appellant's brief on time or "unauthorized alterations. 14 — This is to stress that even though the provision of Republic Act 5440 that such appeals shall be only on petitions for review by petitions by certiorari and no longer as a matter of right by record on appeal is of a mandatory character. procedurally speaking. through the imposition of appropriate disciplinary admonition or offending counsel. could be considered fatal to the appeal. CFI of Cavite 16 that" this Court has already ruled on several occasions.. omissions or additions to the printed record" and does provide that "a violation of this prohibition shall be a ground for dismissal of the appeal. this Court has nevertheless adopted a liberal construction and chosen to apply the principle of substantial justice in favor of one whose appeal was actually perfected on time rather than to sacrifice substance to form. e. merely confers a power. In the language of Sonora. but neither the appellate court nor the fiscal made any such Quiachon was responsible for the deception." 12 Strictly speaking." and — Finally. — Such a harsh penalty appears to be in derogation of the interest and purpose of the Rules of Court — the proper and just determination of a litigation.. not a duty. since as early as De la Cruz vs. — The appellate court thus disregarded the harmless error rule as provided in Rule 51. 596 that mandamus to compel approval and certification of an appeal. section 5) does not provided for dismissal of the appeal for failure to submit theprinted record on appeal whereas section 7 of the rule prohibits "alternations. who as clients may be presumed to be entirely unaware of the procedural requirements and of their counsel's action or inaction in complying therewith. periods for filling of briefs and transcripts. applying the same principles of substantial justice the Court has in many cases seeking mandamus or reinstatement of disallowed appeals (although timely made) looked at the "substantive merits" of the proposed appeal and where "there is hardly any prospect of its being ultimately sucessful.. We are sufficiently convinced that their claim of title has no chance of being sustained even if other and further proceedings were to be held in the court below. — Thus.

P30. 1969. falsehood and violation of his sworn duty to the Court." In the same resolution. As in my separate opinion in Sison vs. 1969 accepted as satisfactory said counsel's explanation and disclaimer of any wrongdoing. Atty. Payatas Estate Improvements Co. 1969. however. pleadings. due to legal technicalities. The general issue of law that confronts us then is this: is the 60-day period for submitting the printed record on appeal mandatory and jurisdictional or is this merely a procedural period on appeal (owing to a valid reason of mechanical failures and pressure of work of the printer) regardless of whether a motion for extension of time to submit the printed record on appeal was in fact filed or filed out of time after expiration of the original 60-day period.00 as "earnest money" which was accepted by respondent and continuing to pay respondent lease rentals for the time taken to complete the full down payment pending formalization of their contract. As stated by Chief Justice Concepcion for the Court in Concepcion vs. forty (40) printed copies of the record on appeal" from notice on November 18." This is but the very mandate of the Rules of Court: that they be "liberally construed in order to promote their object and to assist the determination of every action and proceeding" 4 and that "All pleadings shall be liberally construed so as to do substantial justice. I concur with the main opinion in its ruling upholding the appellate court's factual findings. Justices Barredo and Antonio. a said post office — which the appellate court believed as against Quiachon's counter-affidavit to the contrary — the said court as per its resolution of June 28. I further consider this to be a case where the paramount considerations of substantial justice must take precedence over the lateness (by 24 days) in the submittal of the printed record on appeal — which in no way can be claimed to have prejudiced the substantial rights of respondent or delayed the cause of the administration of justice — and that accordingly. Petitioners submitted their printed record on appeal on the 24th day after such expiry date. which they had contracted to do the printing job. on viz. have reserved their opinions on the merits of the appeals. had deceived the appellate court into believing that their motion for extension had been registry mailed January 15.. 1969 when actually it was so mailed late only on February 7. through its mailing clerk Juanito D. 1959 rather late(by 21 days) on February 7. I believe that the merits and equities invoked by petitionersappellants in support of their action for specific performance of their agreement with respondent for the purchase of the parcel of land described in the complaint for the "agreement price (of): P10. that the printed record on appeal was submitted 24 days late on February 10. bal.. that petitioners' counsel. Corpus. was required to show cause "why he should not be suspended from the practice of his profession for deceit.3 "After all. Upon complaint of respondent. In the case at bar.. viz. as well as remedial laws. Gatchalian 1 promulgated just a few weeks earlier.000. 1969 denying respondent's motion to dismiss the appeal. Patrocino R. in order that litigants may have ample opportunity to prove their respective claims. as petitioners' counsel. on February 10.. wherein it granted the registry-mailed motion of petitioners' counsel for a 30-day extension from January 15. dissenting: I dissent from the main opinion penned by Mr..000.00. to wit. Separate Opinions TEEHANKEE. Quiachon. that there was a deliberate effort on the part of an unknown person (John Doe in the in information) — not petitioners nor their counsel nor Quiachon." but subsequently. on appeal — when the appeal was indisputably timely perfected — does not call for the imposition of the capital penalty of dismissal of the appeal. the 60-day period for petitioners appellants "to submit . Justice Castro affirming the appellate court's dismissal of petitioner' pending appeal before it because of late submittal of the printed record on appeal (by 24 days). as borne out by the affidavit of Flaviano Malindog. J. may be avoided. such a technical trangression on counsel's part should not result in the drastic forfeiture of petitioners' right of appeal and of securing a possible of the adverse verdict of the lower court. such factual findings must be postulated. Counsel's ground for such extension was from ground for such extension machines and voluminous printing jobs of the Vera Pinting Press. 1969. 1969 within which to submit the same. Acting upon the appellate court's directive to investigate the incident for the filing of appropriate criminal action against Quiachon and Malindog. and that a possible denial of substantial justice. however. as stated in their respective concurrences. for purposes of this review. the appellate court as per its resolution of September 5. the mailing clerk — to induce Malindog to make and issue false registry receipts that showed that petitioners' counsel's motion for a 30day extension to submit the printed record on appeal was filed timely on January 15. 1968 of receipt of the original typewritten The appellate court admitted the printed record on appeal as per its original resolution of February 25. in 10 years" (which is a matter of mathematical computation). viz. 1969. 1969. 1969 granted respondent's motion for reconsideration and ordered the dismissal of petitioners' appeal "for their failure to file their printed record on appeal within the period authorized by this court." 5 Here. with petitioners having admittedly made a down payment of P10. which I don't consider to be reviewable by this Court. may in the . Since two other members of the Court.. should by construed literally. grounded as they are on substantial evidence. 1968 of receipt of the original typewritten record on appeal in the appellate court 6 was to expire on January 17. Hence.00 down payment. Inc. deserve a full-dress consideration of the appeal and legal principles involved with a decision on the merits of the case itself. I must note with gratification the special pains taken in the main opinion to discuss nevertheless the substance and merit of the aborted appeal and to record the Court's policy in such cases (of dismissal of appeals timely perfected for failure to comply with certain requirements of the Rules) of invariably satisfying itself that there is "a rational basis for the result by the trial court" 2 in the judgment sought to be reviewed by the appeal. the Rizal provincial fiscal found a prima facie case against Malindog (the letter-carrier) and charged him in the corresponding information for falsification of public documents but dismissed the complaint against Quiachon (the mailing clerk of petitioners' counsel) for lack of sufficient evidence since Malindog could not identify Quiachon ass the person who induced him to issue falsified registry receipts.record on appeal" from notice on November 18.000.

contrary to the act's mandate that they should by presented by means of "petition . filed and served in the form required for petitions for review by certiorari of decisions of the Court of Appeals. section 5 that "no error or defect in any ruling or order . Tongoy. is in question. I vote for the granting of the petition and to demand the appeal to the appellate court for disposition and decision of the merits. supra: — — Since the use of the false registry receipts appears in no way to be the making of petitioners themselves. for setting aside." In the cited case of Ever.. e.. therefore. — While clients are generally bound by the actions or mistakes of their counsels. since it exonerated counsel of any complicity. 7 But this 60-day period for submitting the printed record on appeal is to be distinguished from a court of first instance judgment under Rule 41. which this Court has held in Ever Ice Drop Factory vs. it is but logical that the frame of reference. section 1. omissions or additions in the printed record on appeal" (paragraph(e)) or want of specific assignment of errors or of page references to the record in appellant's brief... where failure to file the necessary notice. when the completeness of a record on appeal." — Even Rule 50. — Withal.. Yet such failure to file the printed record on appeal within the 60-day period (which was filed late by 24 days and had already been admitted) was the only ground stated by the appellate court for its peremptory dismissal of the appeal. — Thus.. the appellate court did not sustain respondent's contention that petitioners through counsel had deceived it through knowing use of the false registry receipts. 14 . 9 But the Rules certainly do not authorize dismissal of a duly perfected appeal within the original 60-day period." 12 Strictly speaking. upon the mandatory. modifying or otherwise disturbing a judgment or order. Court of Appeals 8 as "not indispensable to the jurisdiction of the appellate courts. and not necessarily those of the printed one filed with the appellant court. but neither the appellate court nor the fiscal made any such Quiachon was responsible for the deception. What is merely involved here is late filing (by 24 days) of the printed copies of the record on appeal.. ruling that "Inasmuch as Rule 41 is in that portion of the rules pertaining to the stage of the appeal process taking place in the trial court. for the following considerations. section 13. whereas petitioners' appeal would be forfeited through no fault or negligence on their part. section 3. such an error although abetted by the trial court's act of approving a record on appeal that is not required by the Act. 13 "the Court has been liberal in the implementation of Republic Act 5440 and instead of dismissing appeals coming up to Us by record on appeal. the Court applied the salutary rule of overlooking procedural deficiencies in the interest of substantial justice and set aside the appellate court's dismissal of the appeal (for non-inclusion in the joint record on appeal of the appellants' notice of appeal and date of receipt of the appealed decision on appeal"). such failure not being wanton or inexcusable. Their counsel's late submittal of the brief and of the corresponding motions for extension (by less than a month's time) is not rank failure to comply with the rule's requirements. 1968 of Republic Act 5440 providing that in most cases as specified therein.. section 5. is ground." As applied to the case at bar. this Court may dismiss an appeal even on grounds not specifically mentioned in Rule 50. as therein provided. the imposition of the capital of dismissal of petitioners' appeal is unduly severe. the sole purpose of such printing being convenience in the handling. merely confers a power. like many other time limitations imposed by the Rule of Court as indispensable to the prevention of needless dalays and necessary to the orderly and speedy discharge of judicial business. is fatal and calls for dismissal of the unperfected appeal under Rule 41. bond and record on appeal within the said 30-day period. Here. keeping and reading of the record on appeal. if not duly extended. could be considered fatal to the appeal.. who as clients may be presumed to be entirely unaware of the procedural requirements and of their counsel's action or inaction in complying therewith. We have allowed the appellants to file the corresponding petition(for review by certiorari) provided the appeal by record on appeal had been duly perfected within the reglementary period.. failure to pay the docketing fee or to file appellant's brief on time or "unauthorized alterations. not a duty. One gets the impression that the unnamed person had perhaps induced Malindog to issue the false receipts to cover up some neglect or fault on Quiachon's part in not having timely mailed counsel's extension motion. as where the wanton or inexcusable conduct of appellant in not complying with the rules warrants such dismissal.. The court at every stage of the proceeding must disregard any error or defect which does notaffect the substantial rights of the parties. under Rule 46. as stressed in Sonora vs. here no fault or wrongdoing has been attributed to either petitioners or their counsel. unless refusal to take such action appears to the court inconsistent withsubstantial justice. the appeal had been long and timely duly perfected by petitioners." 10 — Since the enactment as of September 9. 11 review by this Court of final judgments and decrees of inferior courts shall be by petition for writ ofcertiorari — and no longer by record on appeal — some parties-appellants aggrieved by adverse to submit their appeals to this Court by means of records on appeal as approved by the lower court. But following paramount considerations of substantial justice in preference to transgressions of form. section 1 which provides that the appellate court may dismissal pending appeal for certain specific infractions of the rules. — The specific rule (Rule 46. section 5) does not provided for dismissal of the appeal for failure to submit theprinted record on appeal whereas section 7 of the rule prohibits "alternations. No substantial right of respondent has been prejudiced by the late submittal of the late submittal of the printed record. — Such a harsh penalty appears to be in derogation of the interest and purpose of the Rules of Court — the proper and just determination of a litigation. upon the said court to exercise its power to dismiss an appeal and dismissal has been ordered sparingly and only in extreme cases warranting dismissal. [such as its first order admitting the printed record on appeal in the belief that petitioners' motion for extension had been timely filed] . must be the contents of said record as filed with said court. it does not seem fair to penalize petitioners with dismissal of their appeal.appellate court's sound discretion in the interest of justice and equity be nevertheless allowed and appeal heard and decided on its merits? The 60-day period for submitting the printed record on appeal is obviously imposed as a procedural rule. omissions or additions to the printed record" and does provide that "a violation of this prohibition shall be a ground for dismissal of the appeal. — The appellate court thus disregarded the harmless error rule as provided in Rule 51. in addition to those stated above and in my separate opinion in Sison.g.

CFI of Cavite 16 that" this Court has already ruled on several occasions. through the imposition of appropriate disciplinary admonition or offending counsel. has to be appeal itself. periods for filling of briefs and transcripts. vis a vis the case at bar. applying the same principles of substantial justice the Court has in many cases seeking mandamus or reinstatement of disallowed appeals (although timely made) looked at the "substantive merits" of the proposed appeal and where "there is hardly any prospect of its being ultimately sucessful.— This is to stress that even though the provision of Republic Act 5440 that such appeals shall be only on petitions for review by petitions by certiorari and no longer as a matter of right by record on appeal is of a mandatory character. petitioners. this Court has nevertheless adopted a liberal construction and chosen to apply the principle of substantial justice in favor of one whose appeal was actually perfected on time rather than to sacrifice substance to form. since as early as De la Cruz vs. adherence to a liberal construction of the procedural rules in order to attain their objective of substantial justice and of avoiding possible denials of substantial justice due to procedural technicalities does not mean non-enforcement of the Rules of Court which are universally recognized to be necessary to the orderly and speedy discharge of judicial business with the least delay. . In the language of Sonora. and 'it would serve no useful purpose to reinstate' the same. 73 Phil. We are sufficiently convinced that their claim of title has no chance of being sustained even if other and further proceedings were to be held in the court below." and — Finally. Blanco. Compliance with the rules. Mariano 17 was to the same effect with the Court sustaining therein petitioner's submittal "that from the point of view of the time of the taking of the appeal. even if otherwise well grounded. ranging from an contempt to even more drastic measures of administrative proceedings for disbarment against him. ruling as in Espiritu vs." denied mandamus. failure to observe which results in the automatic penalty of loss of the right to appeal) but of directory character to provide time tables and prevent needless delay in readying a duly perfected appeal for consideration and decision (such as the 60-day period for submittal of the printed record on appeal involved here. "it is less than fair for respondents to attempt to cut off (petitioners') right to appeal by invoking the literal meaning of the language of the rules. procedurally speaking." 15 — In sensu contrario. which are not of mandatory character (such as the period for perfecting appeals. disregarding their wise and practical construction already laid down by the Supreme Court." Lucas vs. 596 that mandamus to compel approval and certification of an appeal. depending upon the gravity of the offense.

one of its districts. Carlos already back in Iloilo went to the Register of Deeds and caused the registration of the order of the cadastral court approving the issuance of a new title in the name of the coowners. No. but besides this amount paid in check. as a result of which on that same date. the same not being assailed by petitioners as being capricious. but before he died. for private respondent. Filomena Javellana. On 10 June. 23153. vs. 1-8. Jr. sometime since early 1967. because there was no Chartered Bank Branch in Ilocos Sur. the father and son. Jr. Iloilo. had wanted to sell their shares. Exh.. on 15 January. 6. of Chartered Bank which was later substituted by check of Phil. Carlos in Ilocos Sur. named Ramon Doromal. he executed a last will and testament attesting to the fact that it was a co-ownership between himself and his brothers and sisters.00 Exh. and the latter came to interest defendants. the sum of P97. A. Rosita. 1968. Mary in Baguio. since the brothers and sisters Horilleno were scattered in various parts of the country. with an area of a little more than 2-½ hectares was originally decreed in the name of the late Justice Antonio Horilleno. Atty. there came to the residence of the Doromals in Dumangas. hire Atty. Jimenez Exh. and ROSARIO SALAS. he had told her that the Doromals had given the earnest money of P5. then brought to Iloilo by Carlos in the same month. J. Exh.. "Luis. BARREDO. 1968. in the name of the Horillenos to 6/7 and plaintiff Filomena Javellana to 1/7. 1975 Spouses RAMON DOROMAL. and the next day 30 April. Exh. and we now see that on 29 April. Ilocos Sur. — at any rate. Spouses Ramon Doromal. Fe. they all executed various powers of attorney in favor of their niece. C.00 a square meter. 1. and here.G. in Mandaluyong. — although it now turns out according to Exh.250. Exh. Arturo H. or if possible if Filomena Javellana were agreeable. the coowners led by Carlos. Mary H. and thus was consummated the transaction. bringing with him her letter of that date. 1967.R. reading. plaintiff not being agreeable. only to be cancelled on the same day under TCT No. they also caused preparation of a power of attorney of identical tenor for signature by plaintiff. Exh.R. SR. Carlos had to ask as he did. 3 that as early as 22 October. Villanueva. and as to deceased Justice Antonio Horilleno. Jimenez be signed and ratified as it was signed and ratified in Candon. the Doromals paid unto Carlos by check. . Rizal. plaintiff's lawyer. 2. Lot 3504 of the cadastral survey of Iloilo. in the proportion of 1/7 undivided ownership each. L-36083 September 5. Sr. under Original Certificate of Title No. and the rest of the co-owners went ahead with their sale of their 6/7. and Spouses RAMON DOROMAL. 47945-R entitled Filomena Javellana vs. Carlos first seeing to it that the deed of sale by their common attorney in fact. and they hired an acquaintance Cresencia Harder. for the purpose. et al. Soledad and Fe. D. 1968. 1314. and after compliance with the requisites of publication. 7 dated 18 January. and because the Register of Deeds of Iloilo refused to register right away. now then. C. JR." all surnamed Horilleno. M. Parlade and Associates and Marvin J. and Jr. and sent it with a letter of Carlos. 1968. but it is here where complications set in. petitioners. 1968 unto her thru Mrs. Soledad.00 a square meter. situated in the poblacion of La Paz. No. as well as of the deed of sale to the Doromals. on a date not particularized in the record. the sum of P5. 1/7. 1968. Ordonez.00 since the agreed price was P5. after which Carlos returned to Luzon. Arturo H. Justice Antonio Horilleno was already dead. 2. Mirasol for petitioners.00 a square meter. Villanueva. Exh. the co-owners were. and since Esperanza had already died.000.. Exh. so that the truth was that the owners or better stated.. Filomena Javellana.000.. and Rosita in Basilan City. a new title was issued TCT No.00) pesos a square meter as indeed in another letter also of Carlos to Plaintiff in 5 November.: Petition for review of the decision of the Court of Appeals in CA-G. on 26 February. Exh. respondents. which reversed the decision of the Court of First Instance of Iloilo that had in turn dismissed herein private respondent Filomena Javellana's action for redemption of a certain property sold by her coowners to herein petitioners for having been made out of time. did not sign the power of attorney. is as follows: IT RESULTING: That the facts are quite simple. The factual background found by the Court of Appeals and which is binding on this Court. Filomena Javellana. 1967. since the original registered owner.000. 23152. COURT OF APPEALS and FILOMENA JAVELLANA. Teotimo Arandela to file a petition within the cadastral case. beside Justice Horilleno. Harder. hearing and notice. his daughter Mary.00 and the price therein agreed upon was five (P5. and GAUDELIA VEGA. in 1916. she was succeeded by her only daughter and heir herein plaintiff. Mary H.00 at P5. even though their right had not as yet been annotated in the title. Carlos informed her that the price was P4. to sell the entire property. Carlos had received in check as earnest money from defendant Ramon Doromal. Yap. Salonga. Carlos and Esperanza. National Bank. Exh. Sr. HON. already in the names of the vendees Doromals for 6/7 and to herein plaintiff. to look for buyers. the petition was approved. and in preparation for the execution of the sale. the Doromals according to their evidence still paid an additional amount in cash of P18.

of this City. for the sum of P30. . I am making a formal offer to repurchase or redeem from you the 6/7 undivided share in Lot No. B a c o l o d C i t y J u n e 1 0 . which you bought from my erstwhile co-owners. Through him. and Mr. which he will deliver to you as soon as you execute the contract of sale in my favor. V e r y t r u l y y o u r s . & Mrs. Jr. Ramon Doromal. Villanueva. 3504.1 8 9 . 1 9 6 8 Mr.000. Atty. Sr. Ramon Doromal.000.00. "Dumangas Iloilo Dear Mr. Villanueva has with him the sum of P30. of the Iloilo Cadastre. the Horillenos. Doromal: The bearer of this letter is my nephew. Thank you very much for whatever favorable consideration you can give this request..00 in cash. Jr. and Mrs. and Mrs. Atty. Arturo H.

000. as a co-owner of Lot No. her uncle Atty. Brief for Petitioner. The consideration of P30.N A " p. the Court of Appeals reversed the trial court's decision and held that although respondent Javellana was informed of her co-owners' proposal to sell the land in question to petitioners she was. and sales tax." and that.00. because.000. least of all. The intermediate court further held that the redemption price to be paid by respondent should be that stated in the deed of sale which is P30. in their brief. ARGUENDO THAT PRIVATE RESPONDENT HAS THE RIGHT TO REDEEM. the right of legal redemption under Art. Appellant's Brief.00 of the but defendants in answer.) . thru oral and documentary proofs sought to show that as coowner. in denying plaintiff-appellant. 1620. "IV. which can be reduced to the simple question of whether or not on tile basis of the evidence and the law. namely P30. for the exercise of the legal redemption." pp. 77-78. she had the right to redeem at the price stated in the deed of sale.000. 11 June.A. plaintiff filed this case.. Instead. the vendees of a portion of the aforesaid Lot No.. THE COURT OF APPEALS ERRED IN HOLDING THAT THE REDEMPTION PRICE SHOULD BE THAT STATED IN THE DEED OF SALE. thus she wants to enrich herself at the expense of her own blood relatives who are her aunts. the total sum of P115.00 approximately which was actually paid by the defendants to her co-owners. petitioners assign the following alleged errors: I IT IS ERROR FOR THE COURT OF APPEALS TO HOLD THAT THE NOTICE IN WRITING OF THE SALE CONTEMPLATED IN ARTICLE 1623 OF THE CIVIL CODE REFERS TO A NOTICE IN WRITING AFTER THE EXECUTION AND REGISTRATION OF THE INSTRUMENT OF SALE.. and in their evidence. instead of simply adhering to the purchase price of P30.250. 16-22. that it should be at the true and real price by them paid. 3504. 1-2. Manual of Exhibits... 2. oral and documentary sought to show that plaintiff had no more right to redeem and that if ever she should have. Thus.. and dismiss and further condemned plaintiff to pay attorney's fees. . after hearing the evidence..000 notwithstanding that the preponderance of the evidence proves that the actual price paid by petitioners was P115.. set forth in the pertinent Deed of Sale executed by the vendors and owners of the plaintiff-appellant in favor of the defendantsappellees. 1968 delivered to petitioners on even date. R. in refusing to order the defendants-appellees. Exh. of the Civil Code: "II. that Lower Court erred: "I.000. page 74-Rec.00. she filed this case to redeem the 6/7 share sold to the Doromals for the simple reason that the consideration in the deed of sale is the sum of P30. stamps. Record. "never notified . and moral and exemplary damages as set forth in few pages back. ASSUMING. that plaintiff had no more right. 1968. Carlos Horilleno because in the petition for declaration of heirs of her late uncle Antonio Horilleno in whose name only the Original Certificate of Title covering the Lot in question was issued. hence. of the actual execution and registration of the corresponding deed of sale. pp.000. Upon these facts. (Pp.. and the very next day as has been said. II THE COURT OF APPEALS ERRED IN NOT HOLDING THAT THE INSCRIPTION OF THE SALE IN THE REGISTRY OF PROPERTY TAKES EFFECT AS AGAINST THIRD PERSONS INCLUDING CLAIMS OF POSSIBLE REDEMPTIONERS. ..00 with him in cash. to redeem. "The plaintiff have every reason to be grateful to Atty.250. believed defendants. in admitting extrinsic evidence in the determination of the consideration of the sale. "Plaintiff was informed of the intended sale of the 6/7 share belonging to the Horillenos. in dismissing the complaint filed in this case. and trial judge. (Pp. and in the trial. as a consequence of the above error. it is because of this that plaintiff has come here and contends. to reconvey the portion they purchased to the herein plaintiff-appellant.250. and tendered it to them. 26.00 only was placed in the deed of sale to minimize the payment of the registration fees. . 1-3. HENCE. however.00 only instead of P115.) . namely. OF THE DOCUMENT OF SALE. 3504 which they bought from the co-owners of the plaintiff-appellant. the Doromals were aghast. the judgment appealed from should be maintained. said respondent's right to redeem had not yet expired at the time she made her offer for that purpose thru her letter of June 10.. . and refused. of the Iloilo Cadastre.. "J". Exh. uncles and cousins. and then and there said lawyer manifested to the Doromals that he had the P30. Carlos Horilleno included her as one of the heirs of said Antonio Horilleno.. in writing". "III.

as in fact. the contention of petitioners here that considering said finding of fact of the intermediate court. there must be presented to him. there is nothing to show that the same was in the concept of the earnest money contemplated in Article 1482 of the Civil Code. that they are in pari-delicto with petitioners in committing tax evasion and should not receive any consideration from any court in respect to the money paid for the sale in dispute. Exhibit 6. Verily. it erred in holding nevertheless that "the redemption price should be that stated in the deed of sale. And it being beyond dispute that respondent herein has never been notified in writing of the execution of the deed of sale by which petitioners acquired the subject property." Again. she being admittedly a 1/7 co-owner of the property in dispute. the seemingly wide practice of understating considerations of transactions for the purpose of evading taxes and fees due to the government must be condemned and all parties guilty thereof must be made to suffer the consequences of their ill-advised agreement to defraud the state. mention was made by him to his niece only in the later letter of January 18. A sale may not be presented to the register of deeds for registration unless it be in the form of a duly executed public instrument. uncles and cousins.000 but much more. that is. or by the vendor. it cannot be said that the Court of Appeals erred in holding that the letters aforementioned sufficed to comply with the requirement of notice of a sale by co-owners under Article 1623 of the Civil Code. however. and to avoid any controversy as to the terms and conditions under which the right to redeem may be exercised. We gather that there is "decisive preponderance of evidence" establishing "that the price paid by defendants was not that stated in the document. what was stated was P5. 1968 was well within the period prescribed by law. In this connection. 1968 mentioned that the price was P4. Being patently violative of public policy and injurious to public interest. on that basis." (p.000 were paid in the concept of earnest money as the term was understood under the Old Civil Code. as signifying perfection of the sale. as early as October 27.250 was paid afterwards.000. neither of said letters referred to a consummated sale. an affidavit to the effect that the notice of the sale had been sent in writing to the other co-owners. 1967. As stated in the decision under review. the trial court fell short of its devotion and loyalty to the Republic in officially giving its stamp of approval to the stand of petitioners and even berating respondent Javellana as wanting to enrich herself "at the expense of her own blood relatives who are her aunts. The deed of sale shall not be recorded in the Registry of Property. As may be observed. We are more inclined to believe that the said P5. 1968. Viewed in the backdrop of the factual milieu thereof extant in the record. Indeed. there is no showing that said letters were in fact received by respondent and when they were actually received. The fact alone that in the later letter of January 18. CA et al.We cannot agree with petitioners. of P30.00 per square meter while in that of November 5." It is. 1967. 1968. Exhibit 2. Indeed. 1967. considering that it is not clear that there was already a definite agreement as to the price then and that petitioners were decided to buy 6/7 only of the property should respondent Javellana refuse to agree to part with her 1/7 share. the law prefers that all the terms and conditions of the sale should be definite and in writing. while the letters relied upon by petitioners could convey the idea that more or less some kind of consensus had been arrived at among the other co-owners to sell the property in dispute to petitioners. the letters sent by Carlos Horilleno to respondent and dated January 18. Petitioners do not question respondent's right to redeem.000 might have indeed been paid to Carlos in October. But to start with.00. constituted the required notice in writing from which the 30-day period fixed in said provision should be computed. the notice in writing which Article 1623 requires to be made to the other co-owners and from receipt of which the 30-day period to redeem should be counted is a notice not only of a perfected sale but of the actual execution and delivery of the deed of sale. In any event. it is best that the period therefor should not be deemed to have commenced unless the notice of the disposition is made after the formal deed of disposal has been duly executed. unless accompanied by an affidavit of the vendor that he has given written notice thereof to all possible redemptioners. In the light of these considerations. 4 of petitioners' brief as appellees in the Court of Appeals quoting from the decision of the trial court." On the contrary. 16 SCRA 775. according to the check.00 per square meter. Article 1619 of the Civil Code bestows unto a co-owner the right to redeem and "to be subrogated under the same terms and conditions stipulated in the contract". 1968 the price indicated was P4. and as of January 18. The right of redemption of co-owners excludes that of adjoining owners.. 1 . it necessarily follows that her tender to redeem the same made on June 10. if not a total of P115. Moreover. invoked by petitioner. said "blood relatives" should have been sternly told. petitioners do not pinpoint which of these two letters. the later letter of January 18.00 because another amount in cash of P18.000 from petitioners supposedly as earnest money. their dates being more than two months apart. Their situation is similar to that of parties to an illegal contract. and November 5. it appearing she has never been shown a copy thereof through a written communication by either any of the petitioners-purchasers or any of her co-owners-vendees. petitioners' contention cannot be sustained. Exhibit 7.250. it is impossible for the Supreme Court to sanction petitioners' pragmatic but immoral posture. it cannot be said definitely that such a sale had even been actually perfected. powers of attorney from the various co-owners were still to be secured. as found by the appellate court. 1967.) The only other pivotal issue raised by petitioners relates to the price which respondent offered for the redemption in question. Carlos had already received P5. We are of the considered opinion and so hold that for purposes of the co-owner's right of redemption granted by Article 1620 of the Civil Code. as a guarantee that the buyer would not back out. it is immaterial when she might have actually come to know about said deed. at least P97. the explanation being that "at later negotiation it was increased to P5. Exhibit 1. The thrust of their first assignment of error is that for purposes of Article 1623 of the Civil Code which provides that: ART. As aptly observed by Justice Gatmaitan in the decision under review.00 per square meter whereas in the earlier letter of November 5. 1968. it was Carlos Horilleno alone who signed them. the trial court found that "the consideration of P30. (Cornejo et al. from the decision of the Court of Appeals. 1967 it was P5. vs. as We here hold. Besides. therefore. is the required notice. While P5.) In other words. This is implied from the latter portion of Article 1623 which requires that before a register of deeds can record a sale by a co-owner. 1623. of which. as the case may be." With this undisputed fact in mind.00 per square meter negatives the possibility that a "price definite" had already been agreed upon.000 only was placed in the deed of sale to minimize the payment of the registration fees. The right of legal pre-emption or redemption shall not be exercised except within thirty days from the notice in writing by the prospective vendor. stamps and sales tax.

it need only be remembered that plaintiff's right is not contractual. and here worse for the parties to the sale. they would have been obligated to send a copy of the deed of sale unto Filomena Javellana and from that copy.000. going to show that the law seeks to protect redemptioner and converts his position into one not that of a contractually but of a legally subrogated creditor as to the right of redemption.00.000. made public by both vendors and vendees is that the price was P30. from this must follow that that notice must have been intended to state the truth and if vendor and vendee should have instead. if defendants had only complied with the law. from which it is seen that if the price paid is 'grossly excessive' redemptioner is required to pay only a reasonable one. Justice Gatmaitan states those considerations thus: CONSIDERING: As to this that the evidence has established with decisive preponderance that the price paid by defendants was not that stated in the document. If the price of the alienation is grossly excessive.00. . within 30 days. 2nd — According to Art. if that be so that affidavit must have been intended by the lawmakers for a definite purpose." pp. 472. after some reflection. "upon the same terms and conditions stipulated in the contract.00 but much more. this Court can not but have to bear in mind certain definite points.00 because another amount in cash of P18. in other words. stated otherwise. 4th — If it be argued that foregoing solution would mean unjust enrichment for plaintiff.000.250. that purpose could not but have been to give a clear and unmistakable guide to redemptioner.00 was paid afterwards. no less. who upon faith of that are thus induced to act. Filomena would have been notified that she should if she had wanted to redeem. here vendors had only attempted to comply with the law. 2 of P30. New Civil Code." and here.00. decided to state an untruth therein.00 or a total of P115.250. in the place of one who acquires a thing by purchase or dation in payment. prohibitive should be understood to have no purpose at all. it is they who should bear the consequences of having thereby misled the redemptioner who had the right to rely and act thereon and on nothing else.00. 473. Exh.000.00 according to the check. unless accompanied by an affidavit of the vendor that he has given written notice thereof of all possible redemptioners. and the law is definite that she can subrogate herself in place of the buyer. and note that redemptioner right is to be subrogated "upon the same terms and conditions stipulated in the contract. that affidavit to be a condition precedent to registration of the sale therefore. on the other hand. regardless of what might have been actually paid by petitioners that style inimitable and all his own. perhaps it would be neither correct nor just that plaintiff should be permitted to redeem at only P30. that at first glance would practically enrich her by the difference. 1623. they would have been obligated to accept the redemption money of only P30.250. the redemptioner shall pay only a reasonable one. the Court of Appeals was also eminently correct in its considerations supporting the conclusion that the redemption in controversy should be only for the price stipulated in the deed.000. and this Court notes that in the trial and to this appeal. the law must have intended that it be by the parties understood that they were there asking a solemn representation to all possible redemptioners. that would be an absurdity. the stipulation in the public evidence of the contract.250. 1st — According to Art. 471-472. upon the same terms and conditions stipulated in the contract. p. Exh. not that actually paid by the vendee. are sold to a third person. New Civil Code. the exercise of a right granted by the law. plaintiff earnestly insisted and insists on their estoppel. that P30. "A co-owner of a thing may exercise the right of redemption in case the share of all the other co-owners or any of them. New Civil Code. but a mere legal one.00.Of course. 1619. The deed of sale shall not be recorded in the Registry of Property. 1620. what the law had intended redemptioner to pay can be read in Art. 3rd — If therefore. all the elements of equitable estoppel are here since the requirement of the law is to submit the affidavit of notice to all possible redemptioners. and here the price "stipulated in the contract" .000." in the words of Art.00 plus P18. they sought to avoid compliance with the law and certainly refusal to comply cannot be rewarded with exception and acceptance of the plea that they cannot be now estopped by their own representation. 1 if not a total of P115. on how much he should pay and when he should redeem. or by any other transaction whereby ownership is transmitted by onerous title. to argue that this affidavit has no purpose is to go against all canons of statutory construction.' p.000. offered no more. 1619 "Legal redemption is the right to be subrogated. if the price is not 'grossly excessive'. it would have been impossible for vendors and vendees to have inserted in the affidavit that the price was truly P97. at least P97. no law mandatory in character and worse. or by the vendor as the case may be. The right of a legal pre-emption or redemption shall not be exercised except within thirty (30) days from the notice in writing by the prospective vendor.

When the Doromals falsely understated the contractual price of their purchase from respondent's co-owners.00 instead of P115. Makalintal. they cannot even seek recourse against the co-owners to refund to them the difference between the redemption price (of P30. morals. Separate Opinions TEEHANKEE.250. 24-27.. took no part. Finally.. there were no question of redemption but that they had a valid cause for rescission of their purchase and brought suit therefor. gains from the sale of the property as well as to minimize. 2 For the tax evaders to invoke in court their very act of tax evasion and to ask the courts to sanction the same by declaring that the understated stipulated price was only for purposes of tax evasion but that for the exercise of the legal right of redemption. 1 (It may be added that such gross understatement of the actual price was resorted to obviously to minimize the resultant tax liability of the co-owners for income tax or capital . income and capital gains. the effect of sustaining plaintiff would be to promote not justice but injustice. good customs and public policy. (so that the case were strictly one between the Doromals and their sellers). A party to an illegal contract cannot come to court and ask it to help carry out his illegal objects. Such criminal-tax evasion can in no way be abated if the courts and the law would yet pay heed to the plea of the tax evaders that they had falsely understated the contract price and that the courts should order the redemptioner to pay them — not the contract price — but the larger amount they had actually paid but illegally understated in order to evade the taxes justly due to the Government. in the place of the Doromals as third-person buyers [Articles 1619 and 1620. JJ. it was not unjust but just enrichment because permitted by the law. It is admitted in the record (from the Doromals' own evidence and the trial court's factual findings) that the Doromals (buyers) and the co-owners (sellers) had criminally understated and falsified the contractual price in the deed of sale as registered with the Register of Deeds to be P30. By virtue of the rule of in pari delicto. concurring: The legal (and moral) right of private respondent Filomena Javellana as (1/7) pro-indiviso coowner to exercise the right granted her by the Civil Code of legal redemption of the proindiviso 6/7 share of the property which was sold by her erstwhile co-owners to the Doromals as interested third persons for the stipulated contractual price of P30. say. took no part. that they had admittedly willfully evaded by the false understatement of the real and actual price in the deed of sale executed between them. upon the same terms and conditions stipulated in the contract.250.250.00 as "actually paid" by the Doromals. if not conceal. they did so at their own risk and with full knowledge of respondent's right to redeem the property for the price stated in the contract. concur.00) that they had actually paid (but understated for tax evasion purposes) — since the law will not aid either party inpari delicto but will leave the parties where it finds them. registration fees. CJ. or more accurately where they have placed themselves. if it be stated that just the same.00) that they actually paid the co-owners. the answer simply is that what she is seeking to enforce is not an abuse but a mere exercise of a right.. J. if such notorious tax evasion is to be effectively curbed. the answer again simply is that this solution is not unjust because it only binds the parties to make good their solemn representation to possible redemptioners on the price of the sale. Esguerra.00) and the much larger amount (of P115..000..250. and the facts of record in the case at bar are duly established in the appropriate proceedings. Fernando. in other words.00 is unassailable. the decision of the Court of Appeals is affirmed. the Doromals and the coowners-sellers should be criminally charged for falsification of public documents besides being held liable by the proper authorities for the full amount of taxes.. if it still be argued that plaintiff would thus be enabled to abuse her right. Aquino and Martin.00 that they had actually paid the co-owners for their 6/7 share of the property. (Pp.. Manifestly the law will not aid the Doromals as against respondentredemptioner who had no part in their illegal and criminal conduct. Record.000. JJ.000. Muñoz Palma. Antonio and Concepcion Jr.was P30. with costs against petitioners. are on leave. documentary stamps. Civil Code] that she may only redeem the property from them by paying the larger amount of P115. This criminal and illegal conduct in no way entitles the Doromals to claim callously as against respondent redemptioner who is merely exercising her legal right of redemption "to be subrogated. admittedly for the illegal and criminal purpose "to minimize the payment of the registration fees. Makasiar. the sources and assets of the Doromals as buyers and make it falsely appear that their capital outlay for the purchase was only one-fourth (¼) of the actual price — which is a device notoriously availed of by tax evaders to willfully and criminally evade the payment of taxes justly due to the government).) WHEREFORE. J. if this be possible enrichment on the part of Filomena.000. to what they had solemnly averred in a public document required by the law to be the only basis for that exercise of redemption. the courts would order the return of only the price as officially stated in the deed and not the larger amount (of P115.. If. respondent must be ordered by the courts to pay them the larger amount they had actually paid but falsely understated in the deed would be to put a premium on criminal conduct and frank cynicism in gross derogation of the law.00. etc. stamps and sales tax.

in the place of the Doromals as third-person buyers [Articles 1619 and 1620. or more accurately where they have placed themselves. A party to an illegal contract cannot come to court and ask it to help carry out his illegal objects.00 instead of P115. 1 (It may be added that such gross understatement of the actual price was resorted to obviously to minimize the resultant tax liability of the co-owners for income tax or capital gains from the sale of the property as well as to minimize. This criminal and illegal conduct in no way entitles the Doromals to claim callously as against respondent redemptioner who is merely exercising her legal right of redemption "to be subrogated. they cannot even seek recourse against the co-owners to refund to them the difference between the redemption price (of P30. (so that the case were strictly one between the Doromals and their sellers). there were no question of redemption but that they had a valid cause for rescission of their purchase and brought suit therefor. and the facts of record in the case at bar are duly established in the appropriate proceedings. say.250. Separate Opinions TEEHANKEE. Civil Code] that she may only redeem the property from them by paying the larger amount of P115. etc. good customs and public policy. if such notorious tax evasion is to be effectively curbed. It is admitted in the record (from the Doromals' own evidence and the trial court's factual findings) that the Doromals (buyers) and the co-owners (sellers) had criminally understated and falsified the contractual price in the deed of sale as registered with the Register of Deeds to be P30. When the Doromals falsely understated the contractual price of their purchase from respondent's co-owners. If. Manifestly the law will not aid the Doromals as against respondentredemptioner who had no part in their illegal and criminal conduct.000. documentary stamps.00) that they had actually paid (but understated for tax evasion purposes) — since the law will not aid either party inpari delicto but will leave the parties where it finds them.. the sources and assets of the Doromals as buyers and make it falsely appear that their capital outlay for the purchase was only one-fourth (¼) of the actual price — which is a device notoriously availed of by tax evaders to willfully and criminally evade the payment of taxes justly due to the government).00 as "actually paid" by the Doromals.00 is unassailable. Such criminal-tax evasion can in no way be abated if the courts and the law would yet pay heed to the plea of the tax evaders that they had falsely understated the contract price and that the courts should order the redemptioner to pay them — not the contract price — but the larger amount they had actually paid but illegally understated in order to evade the taxes justly due to the Government. they did so at their own risk and with full knowledge of respondent's right to redeem the property for the price stated in the contract. the courts would order the return of only the price as officially stated in the deed and not the larger amount (of P115. upon the same terms and conditions stipulated in the contract.00) that they actually paid the co-owners.250. the Doromals and the coowners-sellers should be criminally charged for falsification of public documents besides being held liable by the proper authorities for the full amount of taxes. admittedly for the illegal and criminal purpose "to minimize the payment of the registration fees. registration fees.250.00 that they had actually paid the co-owners for their 6/7 share of the property. respondent must be ordered by the courts to pay them the larger amount they had actually paid but falsely understated in the deed would be to put a premium on criminal conduct and frank cynicism in gross derogation of the law. J..000.00) and the much larger amount (of P115.250. 2 For the tax evaders to invoke in court their very act of tax evasion and to ask the courts to sanction the same by declaring that the understated stipulated price was only for purposes of tax evasion but that for the exercise of the legal right of redemption. if not conceal. Finally. .By virtue of the rule of in pari delicto. concurring: The legal (and moral) right of private respondent Filomena Javellana as (1/7) pro-indiviso coowner to exercise the right granted her by the Civil Code of legal redemption of the proindiviso 6/7 share of the property which was sold by her erstwhile co-owners to the Doromals as interested third persons for the stipulated contractual price of P30. morals. income and capital gains. that they had admittedly willfully evaded by the false understatement of the real and actual price in the deed of sale executed between them. stamps and sales tax.000.

As thus modified the judgment will be affirmed. it follows that interest should be allowed on the purchase money during the entire period that the defendant has had it in his possession. (Manresa. No appearance for appellee.) In the case before us there is nothing to indicate that the parties intended that the cash price paid by the purchaser should be treated merely as earnest money. which deals with annulment of contracts. that is. p. vs. The appellant in his own behalf. Commentaries on the Civ. As pointed out by Manresa interest in here conceded in lieu of damages. in this case from the date of the contract. 23550 P. 2nd. (Manresa. he would be entitled to no damages. Villamor. The present action was accordingly instituted by the purchaser in the Court of First Instance of the Province of Rizal for the resolution (in the complaint improperly denominated rescission) of the contract and a return of double the amount delivered to the defendant as the purchase price of the land. Malcolm. As no transcript of the evidence has been brought to this court. instead of from the date of the filing of the complaint only.. until paid. The evident purpose was that said payment should be taken as a fulfillment of the contract on the part of the purchaser. the payment cannot be considered to be either earnest money or pledge. vol. which are two in number. with legal interest from the date of the filing of the complaint. Rizal.600. for the consideration of P5. defendant-appellee. seven thousand square meters of land in the barrio of Tuliahan. J. whether he is entitled to interest from the date upon which the money was paid to the defendant.J. C. 3rd ed. . The trial court decreed a rescission (properly resolution) of the contract and ordered the defense to return to the plaintiff the amount received. At the time of this sale the particular lots contemplated as the subject of the sale had not been segregated. In this article it is declared that when earnest money or pledge is given to bind a contract of purchase and sale. namely. and hence to no interest. Avanceña. secondly. As suggested by the trial judge in the appealed decision the provisions of the Civil Code applicable to the case are found in articles 1451 and 1124.. which was paid by the plaintiff in the act of transfer. . If the plaintiff had had possession of the land during this period. and in article 1303. 1920. LEUTERIO. which deals with rescission. without special pronouncement as to costs. The contention of the plaintiff-appellant with respect to interest is. In case of the resolution of a contract of sale under article 1124. Moreover. In this connection the commentator Manresa observes that the delivery of part of the purchase should not be understood as constituting earnest money unless it be shown that such was the intention of the parties. the contract may be rescinded if the vendee should be willing to forfeit the earnest money or pledge or the vendor to return double the amount. meritorious.J. vol. As time passed the seller was unable to comply with this part of the agreement and was therefore unable to place the purchaser in possession. No. and such could not possibly have been their intention. concur. dissents. first. for the reason that where the purchase price is paid in whole or in part. JJ. 10. J. Ostrand. Article 1454 of the Civil Code is relied upon by plaintiff-appellant as authority for claiming double the amount paid out by him.. and the plaintiff to buy. with indemnity for damages and payment of interest. and it is familiar doctrine that interest at the legal rate is the accepted measure of damages for the detention of money.600. as the resolution of a contract has the effect of dissolving the obligation ab initio. 157). 8. Johns. Johnson. plaintiff-appellant. whether the plaintiff is entitled to recover double the amount paid out by him as the purchase price of the land. 85. and it is so ordered. SALAS RODRIGUEZ. Romualdez. From this judgment the plaintiff appealed..G. By the latter of these articles a person prejudiced by the nonfulfillment of a contract may demand its resolution. municipality of Caloocan. and Villa-Real. MARIANO P.: On September 24. but the seller agreed to establish the lots with a special frontage on a principal thoroughfare as soon as the streets should be laid out in a projected new subdivision of the city. It will not escape notice that a similar provision with respect to interest is found in article 1295 of the Civil Code.. the purchaser is declared to be entitled to indemnity for damages and payment of interest. and. Commentaries on the Spanish Civil Code. we think. This provision is clearly not pertinent to the case. 1920. p.R. or the sum of P5. Code. The judgment appealed from will be modified by giving interest at the legal rate on the amount awarded by the trial court from September 24. the parties to this action entered into a contract by which the defendant agreed to sell. properly so called. our revision of the case is confined to the questions of law involved.

which amount was divided among the two plaintiffs and their sisters Concepcion and Paz. Said counsel therefore asked that judgment be rendered in plaintiffs' favor by holding to be null and void the sale they made of their respective shares of their land. and to pay the costs of the suit. that. and fraudulently succeeded in getting the plaintiffs Domingo and Josefa Mercado to sign a deed of sale of the land left by their mother. TORRES. L-11872 December 1. Wenceslao Mercado y Arnedo Cruz. the same was approved and transmitted to the clerk of this court. filed by the counsel for the plaintiffs from the judgment of September 22. to wit. J. adjoining each other. so that he may obtain the restitution of the land sold. an area covered by six cavanes of seed to meet the expenses of the maintenance of his (Wenceslao's) children. containing altogether an area of 75 hectares. was valued at P3. on May 17. Bulacan. 1917 DOMINGO MERCADO and JOSEFA MERCADO. the plaintiffs. the questions submitted to the decision of this court consist in determining whether it is true that the plaintiffs were then minors and therefore incapable of selling their property on the date borne by the instrument Exhibit 3. and 59 centares. 1913. Ines. Bulacan. He therefore asked that judgment be rendered by ordering the plaintiffs to keep perpetual silence with respect to the land in litigation and.1910. according to its assessment. the complaint was amended by being directed against Jose Espiritu in his capacity of his administrator of the estate of the deceased Luis Espiritu. to wit. that. the court rendered the judgment aforementioned. and in case they then were such. said Luis Espiritu. Code. besides. to their two sisters Concepcion and Paz. the subject-matter of the complaint. plaintiffs-appellants. effected by their father Wenceslao Mercado in favor of Luis Espiritu for the sum of P2. municipality of Calumpit. an area such as is usually required for fifteen cavanes of seed. but that later. to wit. induced. that the part of the land belonging to the two plaintiffs could produce 180 cavanes of rice per annum. 1914. the property that had belonged to their deceased mother and which they acknowledged having received from the aforementioned purchaser. ask for the annulment of the instrument executed by him. that subsequently. and that thereby losses and damages in the sum of P1. notwithstanding the fact that said land. in accordance with the law (Civ. to pay said intestate estate P1. In due season the defendant administrator answered the aforementioned complaint. that Margarita Espiritu died in 1897. on May 25. The records shows it to have been fully proven that in 1891 Lucas Espiritu obtained title by composition with the State. in which the judge of the Seventh Judicial District dismissed the complaint filed by the plaintiffs and ordered them to keep perpetual silence in regard to the litigated land. counsel for Domingo and Josefa Mercado brought suit in the Court of First Instance of Bulacan. and the proper bill of exceptions having been presented. by which instrument. No.G. This motion was overruled. In reply to the cross-complaint. the plaintiffs' mother. which hereditary portion had since then been held by the plaintiffs and their sisters.: This is an appeal by bill of exceptions. on the ground that they were minors when they executed it. the notarial instrument inserted integrally in the 5th paragraph of the answer. Vicente Foz for appellee. and to pay the costs of the suit.000 had been caused to the intestate estate of the said Luis Espiritu. and this amount being still insufficient the successively borrowed from said Luis Espiritu other sums of money aggregating a total of P600. about the year 1910. uncollected since 1901. in the sitio of Panducot of the pueblo of Calumpit. to three parcels of land. and bounded as described in paragraph 4 of the amended complaint. through their father Wenceslao Mercado. exception was taken by the petitioners. the deceased Margarita Espiritu y Yutoc. that. had an area of only 21 cavanes of seed rice. with their sisters Maria del Consejo and Maria dela Paz.000 a portion of said land. and the other one-fourth. all surnamed Mercado. one-fourth of said land . but. and in special defense alleged that the land.50 per cavan.R. vs. can. to the plaintiffs. or their equivalent. notwithstanding. its owner. executed by them on May 17. denying each and all of the allegations therein contained. at P2. In this cross-complaint the defendant alleged that the complaint filed by the plaintiffs was unfounded and malicious. with the due authorization of her husband Wenceslao Mercado y Arnedo Cruz sold to Luis Espiritu for the sum of P2. in consideration of P400. husband of Margarita Espiritu. attests that he is of legal age. the plaintiffs denied each and all of the facts therein set forth. As the plaintiffs assailed the validity of the deed of sale. was equivalent to P450 per annum. leaving as her paraphernal property a tract of land of 48 hectares in area situated in the barrio of Panducot. and one-half of this share. by means of cajolery. because of some defect that invalidates the contract. administrator of the estate of the deceased Luis Espiritu. and that since they reached their majority the four years fixed by law for the annulment of said contract had not yet elapsed. that is.600. the plaintiffs' father. Exhibit 3. in his capacity as administrator of the property of his children sold under pacto de retro to the same Luis Espiritu at the price of P375 the remainder of the said land. and that the defendant be ordered to deliver and restore to the plaintiffs the shares of the land that fell to the latter in the partition of the estate of their deceased mother Margarita Espiritu. to Luis Espiritu. after the execution of the deed and within legal period. They therefore asked that they be absolved from the defendant's cross-complaint. JOSE ESPIRITU. 1263 and 1300).795. for the sum of P400. against Luis Espiritu. After trial and the introduction of evidence by both parties. upon Luis Espiritu's death. arts. whether a person who is really and truly a minor and. alleging themselves to be of legal age. Perfecto Salas Rodriguez for appellants. that one-half of the land in question belonged to Margarita Espiritu. ratifying said sale under pacto de retro of the land that had belonged to their mother Margarita Espiritu. and in special defense alleged that at the time of the execution of the deed of sale inserted in the cross-complaint the plaintiffs were still minors. to which the plaintiffs excepted and in writing moved for a reopening of the case and a new trial. as the latter died soon thereafter. were the children and sole heirs of Margarita Espiritu. they sold absolutely and perpetually to said Luis Espiritu. By a complaint dated April 9. 1901. and that the costs of the trial be charged against them. . together with the products thereof. 1894. defendantappellee. his said lands passed by inheritance to his four children named Victoria. a sister of the deceased Luis Espiritu. 25 ares. The plaintiffs alleged that they and their sisters Concepcion and Paz. and that Luis Espiritu had received said products from 1901 until the time of his death. which facts appear in the title Exhibit D. on May 14.000 for losses and damages. 1910. P450 per annum. executed.

at the death of their mother in 1896 inherited. the notarial instrument Exhibit 1. Exhibit B. the widower of the vendor and father of the plaintiffs. that she did not know why her uncle did so.000. witness added that ever since he was 18 years of age and began to court. and furthermore because. she did not know just how long. stated that the land that fell to his wife and to his sister-in-law Victoria. pueblo of Calumpit. this witness corroborated the averment of the plaintiffs' minority. and therein set forth that it was true that the sale of said portion of land had been made by his aforementioned wife. Roque Galang. 1890. that it was her uncle Luis who got for her brother Domingo the other cedula. declaring themselves to be of legal age and in possession of the required legal status to contract. then deceased. together with their sisters Consejo and Paz. in spite of its being high land and of inferior quality. or an area covered by six cavanes of seed. 19 and 18 years of age. since 1894. which she testified had been kept and taken care of by her deceased father Wenceslao Mercado. they stated. married to a sister of Luis Espiritu. for the sum of P400 "as an increase" of the previous purchase price. he had known the plaintiff Josefa Mercado. Josefa. Exhibit 3. 60 years of age. on July 14. on the ground that on the date of its execution they were minors without legal capacity to contract. who took charge of the administration of the property left by his predecessors in interest. and Amalia. Wenceslao Mercado y Arnedo Cruz. utilized by Luis Espiritu. an area such as is sown by about 15 cavanes of seed. by operation of law. by the personal registration certificate of said Domingo Mercado. and Amalia. to wit. The plaintiffs' petition for annulment of the sale and the consequent restitution to them of twofourths of the land left by their mother. It was also duly proven that. Domingo. Exhibit C. On cross-examination. to wit. after it had been read to them and had been translated into the Pampangan dialect for those of them who did not understand Spanish. Margarita Espiritu. Maria de la Paz. who added that her nephew. 1901. on the south by those of Luis Espiritu. the plaintiffs Domingo and Josefa Mercado. and that her father Wenceslao Mercado. the plaintiffs' mother conveyed by actual and absolute sale for the sum of P2. as compared with the land in dispute. for witness said that he was then [at the time of his testimony. where in it appears that the latter was then already 23 years of age. and which had an area of about 8 hectares less than that of the land allotted to the aforementioned Luis and Margarita produced for his wife and his sister-inlaw Victoria a net and minimum yield of 507 cavanes in 1907. had been. prior to his death had pledged the land to her uncle Luis Espiritu. executed and subscribed before a notary the document Exhibit 3. who. even prior to said date. Josefa. the notary before whom the deed Exhibit 3 was ratified. to Luis Espiritu in 1894. who was then a young maiden." Wenceslao Mercado. Maria Consejo. although she had not yet commenced to attend social gatherings. Antonio Espiritu. As it was proven by the testimony of the clerk of the parochial church of Apalit (plaintiffs were born in Apalit) that the baptismal register books of that parish pertaining to the years 1890-1891.1910. which was on the possession of the purchaser Luis Espiritu. and Josefa Mercado. Patricio Tanjucto. executed. in the partition of said decedent's estate. in equal shares. the witness Maria Consejo Mercado recognized and identified the book Exhibit A. of the date of May 20. 1910. in his own name and those of his minor children Maria Consejo. the plaintiff Domingo. on May 17. had lived for some time. respectively. that is. Luis Espiritu. by which it appears that in 1910 he was only 23 years old. who knew Lucas Espiritu and the properties owned by the latter. all surnamed Mercado y Espiritu. 1891. This testimony was corroborated by her sister Victoria Espiritu. on account of the loss of the original of said instrument. were lost or burned. and that its yield was still larger in 1914. on May 17. although her brother Domingo used to reside with his uncle Luis Espiritu. by reason of his having acquired the land. Bulacan. the plaintiffs must have been. 1901. was a witness for the defendant. testified that Espiritu's land contained an area of 84 cavanes. pertaining to the year 1910. and for the further reason that the deceased purchaser Luis Espiritu availed himself of deceit and fraud in obtaining their consent for the execution of said deed. and after its owner's death. amounts to 11 hectares. The witness Maria Consejo Mercado also testified that after her father's death her brother and sisters removed to Manila to live there.Margarita. and . 1910.600 and with her husband's permission and authorization. at the instance of the interested party Luis Espiritu. Maria de la Paz. the plaintiffs' father. that said document was signed by the plaintiffs and the other contracting parties. However. according to the private document Exhibit 2. that the products yielded by a portion of this land. was executed. whereby it would also be appear that Josefa Mercado was 22 years of age in 1910. it was Luis Espiritu who directed the cultivation of the land in litigation. about the year 1904. 1894. He testified that this deed was drawn up by him at the request of the plaintiff Josefa Mercado. of an area equal to that usually sown with 21 cavanes of seed bounded on the north by the lands of Flaviano Abreu and the heirs of Pedro Espiritu. the land described in said instrument and situated in Panducot. having died. that she and her brother and sisters merely signed the deed of May 17. under the control of Luis Espiritu. a part. they sold absolutely and in perpetuity to Luis Espiritu. of the year 1914. alleging that the land in question comprised only an area such as is customarily covered by 21 cavanes of seed. of one-fourth of all the land described in the complaint. and Luis. Domingo. for P375. by a notarial instrument of May 25. or an area such as is usually covered by about 15 cavanes of seed. one-half of the land described in the complaint. married to Wenceslao Mercado y Ardeno Cruz. and that. The witness Ines Espiritu testified that after the death of the plaintiffs' father. 86 ares and 37 centares. had by this husband five children. when the instrument of purchase and sale. pages 396 and 397 of which bear the attestation that the plaintiff Domingo Mercado was born on August 4. and that all this took place about the year 1898. In this status of the case the plaintiffs seek the annulment of the deed Exhibit 3. 1914. and that. and which. that the grantors of the instrument assured him that they were all of legal age. in which referring to the previous sale of the land. the parcel of land described in the complaint as containing forty-seven and odd hectares was allotted to the brother and sister Luis and Margarita. To this claim the defendant excepted. to the said Luis Espiritu and which now forms a part of the land in question — a transaction which Mercado was obliged to make in order to obtain funds with which "to cover his children's needs. to her brother Luis Espiritu a portion of the land now on litigation. on the east by those of Victoria Espiritu and Ines Espiritu. during the revolution.] 34 years of age. on May 14th of the same year. was under witness' administration during to harvest two harvest seasons. the widower Wenceslao Mercado. effected by their deceased mother for the sum of P2. when the said two sisters' share was 764 cavanes. Furthermore. and on the west by those of Hermogenes Tan-Toco and by the Sapang-Maitu stream. and therefore. of the land that had belonged to this vendor's deceased wife. pledged or mortgaged to the same man. the protocols or registers of public documents of the Province of Bulacan were burned.

in consequence of the contract of pledge or mortgage in security for the sum of P600. containing an area of six cavanes of seed and which had been left by this deceased. because he had sent for her. as well as her brother and sisters. the parcel of 6 cavanes. recognized the validity of the previous contracts. So that Luis Espiritu was. waive and thenceforth any and all rights they may have. by means of an instrument executed . during her lifetime. consisting of an area containing 21 cavanes of seed rice. their uncle. executed on May 17. they could have redeemed it before May 17. and also the general custom that prevails in many provinces of these Islands for the vendor or debtor to obtain an increase in the price of the sale or of the pledge. Wenceslao Mercado. He denied that his father had at any time administered the property belonging to the Mercado brother and sisters. Luis Espiritu in company with the plaintiffs. 1910. is of the nature of a public document and is evidence of the fact which gave rise to its execution and of the date of the latter. or an area containing 6 cavanes of seed. by virtue of the contract made with him. 1218. the vendors receiving in exchange P400 more. or intimidation. 1901 (Exhibit 2). violence. attested the certainty of the previous sale which their mother. Victoria Espiritu denied ever having been in the house of her brother. by the vendors' father. Moreover. that the purchaser Luis Espiritu employed fraud. since May. Exhibits 1 and 2. Paz and. and that she went to her said uncle's house. the brother and the sisters Domingo. fraud. of an area of about "15 cavanes of seed. by Wenceslao Mercado to Luis Espiritu. Jose Espiritu. or deceit. art. but. 1894. are regards the statements made therein. in the procuring of the consent of the vendors who executed it. and likewise. for the purpose of giving her consent to the execution of any deed in behalf of her brother.000. now deceased. on which occasion and while said document was being signed said notary was not present. made with the same purchaser. when he conveyed it to Luis Espiritu. or an increase in the amount loaned. or the mortgage or pledge of the other parcel of 6 cavanes. making an aggregate sum of P3. by virtue of the title of conveyance of ownership of the land measuring 15 cavanes. When shown the deed of purchase and sale Exhibit 1. inasmuch as said sum constitutes the just price of the property. after his death. deceit. 1901. the sum of P400. during his lifetime. was sold absolutely and in perpetuity. father of the plaintiffs. The evidence adduced at the trial does not show. a cousin of Wenceslao. in May. even circumstantially. as may be seen by the private document Exhibit 2. She stated that she saw the document Exhibit 3 for the first time in the house of her uncle Luis Espiritu on the day she signed it. the parcel of land of 15 cavanes of seed. about the year 1909 or 1910. since May. This same witness also testified that he mediated in a transaction had between Wenceslao Mercado and Luis Espiritu (he did not remember the year).that. intimidation. after the execution of the document Exhibit 3. and there is no conclusive proof in the record that this last document was false and simulated on account of the employment of any violence. and in consideration of the fact that the said vendor Luis Espiritu paid them. had made in behalf of said purchaser Luis Espiritu. Josefa surnamed Mercado y Espiritu. received as a loan under security of the pledged property. and that he held same until 1901. in order to effect the sale mentioned in the document Exhibit 3. during his lifetime. The plaintiffs have absolutely no right whatever to recover said first parcel of land. at an increase of P400 over the price of P2. and the said increase of P400. even against a third person and his predecessors in interest such as are the plaintiffs. but he did not do so. nor were the witnesses thereto whose names appear therein. her husband Wenceslao Mercado took possession of another portion of the land. according to the contract of mortgage or pledge.600. is likewise in lawful possession of the remainder of the land. had any need to forge or simulate the document Exhibit 3 inasmuch as. set forth in the deed Exhibit 3." to her brother Luis Espiritu. in view of the facts hereinabove set forth. he stated that he was not acquainted with its contents. his testate or intestate estate is in lawful possession of the parcel of land situated in Panducot that contains 21 cavanes of seed. pueblo of Calumpit. In rebuttal. her brother with the consent of her husband Wenceslao Mercado. Margarita Espiritu conveyed to her brother Luis the parcel of 15 cavanes of seed. son of the deceased Luis Espiritu. Considering the relation that exists between the document Exhibit 3 and those of previous dates. and after her death the plaintiffs' widowed father mortgaged or pledged the remaining parcel or portion of 6 cavanes of seed to her brother-in-law.000. after Margarita Espiritu's death. Maria del Consejo.) The plaintiffs' father. The transaction mentioned must have concerned either the ratification of the sale of the land of 15 cavanes. In rebuttal. the notarial document Exhibit 1. He stated that as he was a witness of the deed of sale he could identify this instrument were it exhibited to him. and likewise an acknowledgment of the contract of pledge or mortgage of the remainder of said land. Code. 1894. father of the vendors of the portion of land situated in the barrio of Panducot. an area of six cavanes. it would be improper and illegal to hold.net The defendant-administrator. testified that he mediate in several transactions in connection with a piece of land belonging to Margarita Espiritu. they declare having sold to him absolutely and in perpetuity said parcel of the land. 1910. which was assailed by the plaintiffs. Antonio Mercado. in which the former sold to the latter a parcel of land situated in Panducot. and. sending a carromata to fetch them. Bulacan. and taking into the account the relationship between the contracting parties. for no instrument whatever was presented to him for identification. and the totality of the land. In the aforementioned sale. or the remainder of the total area of 21 cavanes. and used to go back and forth between his father's house and those of his other relatives. as an increase. collected during her lifetime. testified that the plaintiff Domingo Mercado used to live off and on in the house of his deceased father. the plaintiff Josefa Mercado denied having gone to the house of the notary Tanjutco for the purpose of requesting him to draw up any document whatever. decomposed as follows: P2. without proof to the contrary. It is therefore a rash venture to attempt to recover this latter parcel by means of the contract of final and absolute sale. lawphi1. recognizing it to be perfectly true that his wife Margarita Espiritu sold said parcel of land which she inherited from her father. as its ownership was conveyed to the purchaser by means of a singular title of purchase and sale. he has held in the capacity of owner by virtue of a prior acquisition. and as to the other portion of 6 cavanes of seed. according to the deed of May 25. that the purchaser Luis Espiritu. in 1901. Luis Espiritu. In this document the vendors. the creditor Luis Espiritu definitely acquired the ownership of said parcel of 6 cavanes. Exhibit 1. and now. attested in Exhibit 1. 1901. So it is that the notarial instrument Exhibit 3. So that said document Exhibit 3 is virtually an acknowledgment of the contract of sale of the parcel or portion of land that would contain 15 cavanes of seed rice made by the vendors' mother in favor of the purchaser Luis Espiritu. collected by the plaintiffs. upon the payment or the return of the sum which their deceased father Wenceslao Mercado had. (Civ. given on May 14.

and is the just price of the property.000 received by Margarita Espiritu. and. concur. The courts. Exhibit A. added to that P2. inasmuch as the sale effected by the plaintiffs' mother. should be considered as equivalent to. neither was any proof adduced against the statement made by the plaintiffs Domingo and Josefa in the notarial instrument Exhibit 3. at the request of his brother-in-law Luis Espiritu he had no objection to give the testimony recorded in said notarial instrument. and on that account the sale mentioned in said notarial deed Exhibit 3 is perfectly valid — a sale that is considered as limited solely to the parcel of land of 6 cavanes of seed.1894 — an instrument that disappeared or was burned — and likewise recognizing that the protocols and register books belonging to the Province of Bulacan were destroyed as a result of the past revolution. However.by her on May 25. Separate Opinions CARSON. that. that the cedula Exhibit C was taken out on February 14. notwithstanding the testimony of the plaintiff Consejo Mercado. though no evidence appears in the record that the plaintiffs Josefa and Domingo Mercado were in fact minors. inasmuch as he had personal knowledge of said sale. and in so doing he acted as the plaintiffs' legitimate father in the exercise of his parental authority. the plaintiffs received and divided between themselves the sum of P400. that is. and. and as the record shows no evidence whatever that this document is false. they had not yet attained the age of 21 years fixed by Act No. J. which sum. nor did the plaintiffs adduce any supplemental evidence whatever to prove that Domingo was actually 19 and Josefa 18 years of age when they signed the document Exhibit 3. no proof was adduced of the fact that it was Luis Espiritu who took out Domingo Mercado's personal registration certificate on April 13. 1910. and March 1. 1914. and the supposition that he did. and. J. where in it is recorded that Domingo Mercado was on that date 23 years of age. of the greater part of the land of 21 cavanes of seed. on the execution of the impugned document Exhibit 3. C. and it does not appear to have been assailed as such. So ordered. 1875. causing the age of 23 years to be entered therein in order to corroborate the date of the notarial instrument of May 17th of the same year. Aside from the foregoing. and the judgment that holds such a sale to be valid and absolves the purchaser from the complaint filed against him does not violate the laws relative to the sale of minors' property. as it was the truth regarding what had occurred. and do hereby. 1910. the amount paid by the purchaser as the price of all the land containing 21 cavanes of seed. for both these facts are not proved. July 11.. for the reason that the parcel of 15 cavanes had been lawfully sold by its original owner.) itc@alf With respect to the true age of the plaintiffs.. to judge from the statements made by their father himself. and to that of the P600 collected by Wenceslao Mercado. Consejo Mercado. notwithstanding that his testimony affected his children's interest and prejudiced his own. 1910. inasmuch as the copybook. besides the annotation contained in the copybook Exhibit A. on the date when they executed it. Johnson. they received through him. the benefit which must have accrued to them from the sums of money received as loans. Arellano. title 19. of the 6th Partida. consequently. we should. for no certified copies were presented of their baptismal certificates. which passed into the possession of the creditor Luis Espiritu. it cannot be concluded that the plaintiffs. it cannot be gainsaid that in the document Exhibit 3 they stated that they were of legal age at the time they executed and signed it. he himself being the husband who authorized said conveyance. inasmuch as their father stated in the document Exhibit 2 that he was obliged to mortgage or pledge said remaining portion of the land in order to secure the loan of the P375 furnished by Luis Espiritu and which was subsequently increased to P600 so as to provide for certain engagements or perhaps to meet the needs of his children. in exchange for the land of 6 cavanes of seed. when in fact they are not. who claim to have minors when they executed the notarial instrument Exhibit 3. the plaintiffs' mother. and as it was signed by the plaintiffs' father. (Decisions of the supreme court of Spain. no supplemental proof of their true ages was introduced. is valid. they were already of legal age. does not constitute sufficient proof of the dates of births of the said Domingo and Josefa. and compensatory for. even in the doubt whether they certainly were of legal age on the date referred to. made by minors who pretend to be of legal age. Margarita Espiritu. The signature and handwriting of the document Exhibit 2 were identified as authentic by one of the plaintiffs. For the foregoing reasons. in their interpretation of the law. the true value of said land. on May 17. as the owner of any fruits that might be produced by said real property. from a careful examination of the record in this case. or to have them annulled in pursuance of the provisions of Law 6. 1891. and deeming said judgment to be in accordance with law and the evidence of record. and Malcolm. The principal defect attributed by the plaintiffs to the document Exhibit 3 consists in that. with costs against the appellants. was not impugned. have suffered positive and actual losses and damages in their rights and interests as a result of the execution of said document. concurring: . It was therefore properly admitted as evidence of the certainty of the facts therein set forth. makes all together the sum of P3. finally. on the date of May 17. have laid down the rule that the sale of real estate. in order to show the propriety of the claim. whereby the errors assigned to the judgment appealed from have been refuted. Street. in May. there is no legal ground or well-founded reason why it should be rejected. widower of the latter and father of the plaintiffs. and therefore. did not occasion any damage or prejudice to the plaintiffs. 1894.000. nor the juridical rules established in consonance therewith.. pledged by the deceased father of the plaintiffs in security for P600 received by him as a loan from his brother-in-law Luis Espiritu. JJ. and they will not be permitted to excuse themselves from the fulfillment of the obligations contracted by them. the plaintiff. when it was executed that they signed it. of April 27. affirm the same. 1860. they were minors. 1868. would also allow it to be supposed.

(p. quis autem. tunc adversarius non potest dicere se deceptum. nullo modo restituitur. si minor se major. and because of his near approach thereto. D. de quo per Paul. non esset ita miranda dicat. quam minor videntur esse in dolo. sed cujusmodi erit scriptura. in summa illius tit. que paresciere de tal tiempo: Doctores etiam intelligunt de adulto 11. cum contrahit. et Salicet. quia dolus non praesumitur. de aetate. in fin. 1860. s. an praejudicet sibi minor ex tali juramento in aliis contractibus. et ideo datur restitutio. 4. Estoppel to disaffirm — (I) In General. D. cum verbo tenus juravit. C. (2) Engoñosamente. cum superius dixit. I think it well to indicate that the general statement. tunc distingue. Quid autem dicemus in dubio. even though his belief was warranted by the infant's appearance and the surrounding circumstances. qui dolo. Et adverte nam per istam legem Partitarum. de probat.I concur. et 3. the other party had good reason to believe the minor capable of contracting. (II) False representations as to age. relied upon by the supreme court of Spain in the cases cited in the prevailing opinion. multum commendans. or have administration of their property. quod si pupillus proximus pubertari juret. on account of the minor's representations as to his majority. on account of the minor's representations as to his majority. Et hoc etiam vult ista lex Partitarum. 1. quo casu competit minori restitutio. 1. as appears from the following resolution therein set forth. si minor. illius tituli. dixer. and should no (3) afterwards be released from liability on the plea that he was not of said age when he assumed the obligation. in part. in dict. et per quae instrumenta probentur. ubi etiam Bart. si lo faze engoñosamente: et ita tenent Alberic. in princ. col. quabndo per aspectum a liter constaret. ubi etiam vide per Speculatorem aliquas notabiles quaestiones in ista materia. as follows: If he who is minor (1) deceitfully says or sets forth in an instrument that he is over twenty-five years of age. — The doctrine of estoppel not being as a general rule applicable to infants. et tunc non restituitur. in the prevailing opinion to the effect that the making of false representations as to his age by an infant executing a contract will preclude him from disaffirming the contract or setting up the defense of infancy. 1. si tamen teneamus illam opinionem. tit. si advers vendit. 19. the court will not readily hold that his acts during infancy have created an estoppel against him to disaffirm his contracts. must be understood as limited to cases wherein. in 1. de restit. quotiens. The doctrine set forth in the Partidas. In the decision of the supreme court of Spain dated the 27th of April. qui jurasse. dixer. 1. and this assertion is believed by another person who takes him to be of about that age. are much less likely to occur in a jurisdiction where majority is reached at the age of 21 than a jurisdiction wherein majority is not ordinarily attained until the infant reaches the age of 25. Item lex ista Partitarum expresse sentit de adulto. col. in fin. empt. cum dicit. doubtless because the cases wherein it may properly be applied. I here insert some citations of authority. Certainly the infant cannot be estopped by the acts or admissions of other persons. Alberic et Salic. the other party had good reason to believe. 1. and under the statutes of some states no contract can be disaffirmed where.. decissio. is substantially similar to the doctrine of estoppel as applied in like instances by many of the courts in the United States. gloss. quod etiam pupillus doli capax obligatur ex juramento. se esse puberem. videtur comprobari dictum Guillielm. l. ut ibi. Si autem minor sui facilitate asserat se mojorem. Ley 6. adde Albericum tenentem. D. dict. Nota bene hoc verbum. The reason for this is that the law helps the deceived and not the deceivers. vel pupillus talem assertionem faciat. the other parties to the contract believe them to be of legal age. (2) in an action at law he should be deemed to be of the age he asserted. supported by numerous citations of authority. C. de jurejur. vide per Specul. tit. . sacramenta puberum. tenent oppositum. qui jurasse. in fin. de minor. and did in fact believe the minor capable of contracting. Sales of real estate made by minors are valid when the latter pretend to be twentyfive years of age and. 3. de Cun. ut habetur dict. and in this connection it is worthy of note that the courts of the United States look with rather less favor than the supreme court of Spain upon the application of the doctrine. in integr. in dict. s. secundum Cyn. I find the following: (1) De tal tiempo. et patet ex 11. in l. will not render the contract valid or estop the infant to disaffirm. que non distinguit. 2. 3 quia aut juravit verbo tenus. sicut si esset pubes: et cum isto dicto transit ibi Paul. are married. I find an excellent illustration of the conditions under which that court applied the doctrine. dixer. de Cast. et tenet glossa finalis in 1. quod non. For the purposes of convenient comparison. imo tam ipse. videlicet. C. C. in princ. et postea etiam juret. D. de Castr. Where the infant has made no representations whatever as to his age. vers. Cynus tamen. et si juravit corporaliter. but there is also authority for the view that such false representations will create an estoppel against the infant. et quia scienti dolus non infertur. is. dicens. nam si appareret ex aspectu eum esse minorem. quod non veniet contra contractum quod habebit locum dispositio authenticae sacramenta puberum. recognizing the limitations upon the general doctrine to which I am inviting attention at this time. 5. 3. — According to some authorities the fact that an infant at the time of entering into a contract falsely represented to the person with whom he dealt that he had attained the age of majority does not give any validity to the contract or estop the infant from disaffirming the same or setting up the defense of infancy against the enforcement of any rights thereunder. et alli. in col. non de pupillo. With these citations compare the general doctrine in the United States as set forth in 22 Cyc. Partida 6. nisi per instrumentum seu scripturam probet se minorem. Spanish and American. quia facta doli compensatione. cum non constat de dolo minoris? Azon. et ita juret. nisi probetur. Adde 1. due to the circumstances that they are nearly of that age. si minor se major. tit. et tenet. an adultus. in authent. 610). and the infant knew of such belief. 3. de act. But in order to avoid misunderstanding. se alibi non legisse. perinde ast ac si nullus fuiset in dolo. the mere fact that the person with whom he dealt believed him to be of age. se major. In the glossary to these provisions of the Partidas by Gregorio Lopez. ubi etiam de aliis in ista materia. vide per Alexand. vide ibi per Speculat. or on account of other special circumstances affecting them.

nor the juridical rules established in consonance therewith. . This conclusion is decisive and very obvious in the decision of the Court of Appeals It is true that in the resolution on the for reconsideration. . wherein this court held: The courts.: On August 3. Appellee's contract has become fully efficacious as a contract executed by parties with full legal capacity. Zosimo D. an action was instituted by Ramon Alcantara in the Court of First Instance of Laguna for the annulment of the deed of sale as regards his undivided share in the two parcels of land covered by certificates of title Nos. Tanalega for respondents.) The purchaser having been apprised of incapacity of his vendor shortly after the contract was made. of the 6th Partida. (Decisions of the Supreme Court of Spain. It is not pretend and there is nothing to indicate that the appellants did not believe and rely on such recital of fact. Gaw Chiao (husband of Sia Suan) received a letter from Francisco Alfonso. respectively. the brother and father of Ramon Alcantara appealed to the Court of Appealed which reversed the decision of the trial court. 1931. July 11.) Finally. and March 1. the Court of Appeals remarked that "The fact that when informed of appellant's minority. the appellees were equally negligent in not taking any action to protect their interest form and after August 27. when they were notified in writing of appellant's minority. have laid down the rule that the sale of real estate." But the feeble insinuation is sufficiently negative by the following positive pronouncements of the Court of Appeals as well in said resolution as in the decision. It is undeniable that the deed of sale signed by the appellee. showed that he. in the case cited. On said occasion Ramon Alcantara received from Gaw Chiao the sum of P500. Antonio. 1950 SIA SUAN and GAW CHIAO. Ramon Alcantara was then 17 years. (Decision. is valid. in their interpretation of the law. J. Said action was against Sia Suan and her husband Gaw Chiao. 1931. Sia Suan sold one of the lots to Nicolas Azores from whom Antonio Azores inherited the same. 1868. It is not here claimed that the deed of sale is null and void on any ground other than the appellee's minority. suffice it to say that the appellees were informed of his minority within one (1) month after the transaction was completed. and they will not be permitted to excuse themselves from the fulfillment of the obligations contracted by them. about one month after the date of the conveyance. After being contacted by Gaw Chiao. Antonio Barredo for petitioners. made by minors who pretend to be of legal age. Ramon Alcantara. Damaso Alcantara and Rufino Alcantara (the latter two being. however. 1931.G. respondent. We are of the opinion that the Court of Appeals erred. the appellee informed the appellants of his minority. was then of legal age. and the judgment that holds such a sale to valid and absolves the purchaser from the complaint filed against him does not violate the laws relative to the sale of minors' property. with legal interest from December 17. through the letter of Attorney Alfonso (Exhibit 1) informing appellees of his client's desire to disaffirm the contract .) The Court of Appeals has refused to apply this doctrine on the ground that the appellants did not actually pay any amount in cash to the appellee and therefore did not suffer any detriment by reason of the deed of sale. On August 27. (Resolution. The fact remains that the appellees were advised within the month that appellant was a minor. . As to the complaint that the defendant is guilty of laches. or to have them annulled in pursuance of the provisions of Law 6 title 19. to bind a minor who represents himself to be of legal age. when it fact they are not. attorney of Gaw Chiao. like his co-signers (father and brother). . 1875.R. No. 1931. . . 751 and 752 of Laguna. because appellee's previous misrepresentation had already estopped him from disavowing the contract.. In the first place. Ramon Alcantara executed an affidavit in the office of Jose Gomez. attorney of Ramon Alcantara. it being stipulated that the consideration therefore was a preexisting indebtedness of appellee's father. On August 8. and to reconvey to Ramon Alcantara an undivided one-fourth interest in the lot originally covered by certificate of title NO. of April 27. 10 months and 22 days old. On August 3. the delay in bringing the action of annulment will not serve to bar it unless the period fixed by the statute of limitations expired before the filing of the complaint. under the doctrine.) . In the second place.750. 1940. In the meantime. on the ground that the deed of sale is not binding against Ramon Alcantara in view of his minority on the date of its execution. . L-1720 March 4. as long as the contract is supported by a valid consideration. Since appellee's conveyance to the appellants was admittedly for and in virtue of a pre-existing indebtedness (unquestionably a valid consideration). wherein Ramon Alcantara ratified the deed of sale. 1840. in lieu of his share in the lot sold to Antonio Azores (who was absolved from the complaint). From this judgment Sia Suan and Gaw Chiao have come to us on appeal by certiorari. Said belated information merely leads to the inference that the appellants in fact did not know that the .) In support of the contend that the deed of sale is binding on the appellee. (Decision. strongly indicates that the appellees knew of his minority when the deed of sale was executed. counsel for the appellants invokes the decision in Mercado and Mercado vs. it is not necessary for his vendee to actually part with cash. (Resolution. informing Gaw Chiao that Ramon Alcantara was a minor and accordingly disavowing the contract. a deed of sale was executed by Rufino Alcantara and his sons Damaso Alcantara and Ramon Alcantara conveying to Sia Suan five parcels of land. Rufino Alcantara. 752 of Laguna plus the cost of the suit. petitioners. RAMON ALCANTARA. The circumstance that. is of no moment. 1931. Azores. it should produce its full force and effect in the absence of any other vice that may legally invalidate the same. vs. the appellees too no steps for nine years to protect their interest beyond requiring the appellant to execute a ratification of the sale while still a minor. Espiritu (37 Phil. and accordingly sentenced Sia Suan to pay to Ramon Alcantara the sum of P1. PARAS. the consideration for sale consisted in greater part of pre-existing obligation. 215).

The rule laid down by this Court in that case is based on three judgments rendered by the Supreme Court of Spain on 27 April 1960. how could he be bound by an indirect act.. such as the execution of a deed of sale. Francisco Alfonso of the fact that his client Ramon Alcantara was a minor. Counsel for the appellees argues that the appellants could not have been misled as to the real age of the appellee because they were free to make the necessary investigation. as the action in this case was brought on 8 August 1940. and Bengzon. G. This position is untenable since the effect of estoppel in proper cases is unaffected by the promptness with which a notice to disaffirm is made. because on the date of sale he was 17 years. J. In these decisions the Supreme Court of Spain applied Law 6. The only misrepresentation as to his age. or 24 days after the deed was executed. the husband of the vendee Sia Suan. 11 July 1868. J. Montemayor and Torres. because if the contract executed by a minor is null and void for lack of consent and produces no legal effect. Tecson. the contract made or executed by him has no validity and legal effect. Moran. was advised by Atty. or participation of Ramon Alcantara in two parcels of land is concerned. Espiritu. I would agree to the reasoning of the majority. Civil Code). Ozaeta. pursuant to article 1301 of the Civil Code. was the statement appearing in the instrument that he was of age. valdria el pleyto que assi fuere fecho con el e non deue ser desatado despues. concurring: I concur in the result not upon the grounds stated in the majority opinion but for the following reasons: The deed of sale executed by Ramon Alcantara on 3 August 1931 conveying to Sia Suan five parcels of land is null and void insofar as the interest. could not give his consent thereof. The suggestion. 215.. Title 19. because it was not brought within four (4) years after the minor had become of age. of the 6th Partida which expressly provides: "Diziendo o ortogando el que fuese menor. such as misrepresentation as to his age? The rule laid down in Young vs. whereby he ratified the deed of sale. share. concur. 953. the Civil Code requires the consent of both parties for the valid execution of a contract (art.J. while perhaps practicable.. with costs against the appellee. is the correct one. said notice shielded the appellee from laches and consequent estoppel. He was still minor. . The Law in force on this last-mentioned date was not Las Siete Partidas. concur. executed an affidavit. So ordered. vs. a minor.appellee was a minor on the date of the contract. how could such a minor be bound by misrepresentation about his age? If he could not be bound by a direct act. when it is borne in mind that no sooner had he given said information than he ratified his deed of sale upon receiving from the appellants the sum of P500. porque las leyes ayudan a los enganados. Codigos Antigous de España. si ouiesse persona que paresciesse de tal tiempo. . As a minor cannot give his consent. JJ. The appealed decision of the Court of Appeals is hereby reversed and the appellants absolved from the complaint. supra. que era mayor de XXV años. 613. and that although the choice to disaffirm will not by itself avoid the contract until the courts adjudge the agreement to be invalid. The fact that the latter. is of no moment. como quier que non era . 39 O. Separate Opinions PADILLA. si lo faze enganosamente. Title 19. p. 1 which was the in force at the time the cases decided by the Supreme Court of Spain referred to. . The majority opinion invokes the rule laid down in the case of Mercado et al. Ramon Alcantara became of age sometime in September 1934.) The contract of sale involved in the case of Mercado vs. The Court of Appeals seems to be of the opinion that the letter written by the appellee informing the appellants of his minority constituted an effective disaffirmance of the sale. C. the same was barred. if any. As already stated. There is no provision in the Civil Code similar to that of Law 6." (Alcubilla. in my opinion. e non a los enganadores. Consent being one of the essential requisites for the execution of a valid contract. such as Ramon Alcantara was. de edad quando lo fizo: esto es. Ramon Alcantara. Title 19. and somewhat emphasizes appellee's had faith. Nevertheless. Tuason. was executed by the minors on 17 May 1910. It would be illogical to uphold the validity of a contract on the ground of estoppel. 1261. is conspicuously unbusinesslike and beside the point. If there be an express provision in the Civil Code similar law 6. Espiritu. because the findings of the Court of Appeals do not show that the appellants knew or could suspected appellee's minority. 10 months and 22 days old only. for and in consideration of P500. The absence of such provision in the Civil Code is fatal to the validity of the contract executed by a minor. of the 6th Partida. 37 Phil. Gaw Chiao. of the 6th Partida which is equivalent to the common law principle of estoppel. but the Civil Code which took effect in the Philippines on 8 December 1889.. and 1 March 1875. On 27 August 1931.

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