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ACAP v CA- Waiver of rights in favor of a stranger.

It should be Contract of sale one of the contracting parties obligates himself to transfer the ownership of and to deliver a determinate thing, and the other party to pay a price certain in money or its equivalent.

waiver of rights in favor of other heirs. Waiver of Rights a declaration of heirship and waiver of rights operates as a public instrument when filed with the Registry of Deeds whereby the intestate heirs adjudicate and divide the estate left by the decedent among themselves as they see fit. It is in effect an extrajudicial settlement between the heirs. presumes the existence of a contract or deed of sale between a mode of extinction of ownership where there is an abdication the parties or intentional relinquishment of a known right with knowledge of its existence and intention to relinquish it, in favor of other persons who are co-heirs in the succession. Acap, being then a stranger to the succession of Cosme Pido, cannot conclusively claim ownership over the subject lot on the sole basis of the waiver document which neither recites the elements of either a sale, or a donation, or any other derivative mode of acquiring ownership.

Sales Essential Characteristics

PUP v FIRESTONE ISSUE: whether or not the transaction between petitioners NDC and PUP amounted to a sale considering that “ownership of the property remained with the government.” RULING: YES. NDC introduced the novel proposition that if the parties involved are both government entities the transaction cannot be legally called a sale. NDC and PUP have their respective charters and therefore each possesses a separate and distinct individual personality. All three (3) essential elements of a valid sale, without which there can be no sale, were attendant in the "disposition" and "transfer" of the property from NDC to PUP - consent of the parties, determinate subject matter , and consideration therefor. Consent to the sale is obvious from the prefatory clauses of Memorandum Order No. 214 which explicitly states the acquiescence of the parties to the sale of the property SM: The preponderance of evidence shows that NDC sold to PUP the whole NDC compound, including the leased premises, without the knowledge much lessconsent of private respondent FIRESTONE which had a valid and existing right of first refusal. Consideration was the cancellation of liability. There may be instances when a particular deed does not disclose the real intentions of the parties, but their action may nevertheless indicate that a binding obligation has been undertaken. Note: To determine whether there was a contract of sale: check if all the essential elements if present. Look at the intent of the parties and their subsequent acts. MANILA CONTAINER v PNB-consent The absence of any of the essential elements will negate the existence of a perfected contract of sale. As the Court ruled in Boston Bank of the Philippines v. Manalo:45 A definite agreement as to the price is an essential element of a binding agreement to sell personal or real property because it seriously affects the rights and obligations of the parties. Price is an essential element in the formation of a binding and enforceable contract of sale. The fixing of the price can never be left to the decision of one of the contracting parties. But a price fixed by one of the contracting parties, if accepted by the other, gives rise to a perfected sale. 46 A contract of sale is consensual in nature and is perfected upon mere meeting of the minds. When there is merely an offer by one party without acceptance of the other, there is no contract. 47 When the contract of sale is not perfected, it cannot, as an independent source of obligation, serve as a binding juridical relation between the parties. No consent. No agreement as to the price. Mere offers and counter offers. Even if there was downpayment, but if there’s no consent, no contract of sale exists. CRUZ vs FERNANDO Under Article 1458 of the Civil Code, a contract of sale is a contract by which one of the contracting parties obligates himself to transfer the ownership and to deliver a determinate thing, and the other to pay therefor a price certain in money or its equivalent. Article 1475 of the Code further provides that the contract of sale is perfected at the moment there is meeting of the minds upon the thing which is the object of the contract and upon the price. From that moment the parties may reciprocally demand performance subject to the provisions of the law governing the form of contracts. Contract of sale the title to the property passes to the vendee upon the delivery of the thing sold, as distinguished from a contract to sell where ownership is, by agreement, reserved in the vendor and is not to pass to the vendee until full payment of the purchase price the vendor loses ownership over the property and cannot recover it until and unless the contract is resolved or rescinded Contract to sell title is retained by the vendor until full payment of the price

payment of the price is a positive suspensive condition, failure of which is not a breach but an event that prevents the obligation of the vendor to convey title from becoming effective

The foregoing terms and conditions show that it is a contract to sell and not a contract of sale. For one, the conspicuous absence of a definite manner of payment of the purchase price in the agreement confirms the conclusion that it is a contract to sell. This is because the manner of payment of the purchase price is an essential element before a valid and binding contract of sale can exist. Although the Civil Code does not expressly state that the minds of the parties must also meet on the terms or manner of payment of the price, the same is needed, otherwise there is no sale. ] As held in Toyota Shaw, Inc. vs. Court of Appeals , a definite agreement on the manner of payment of the price is an essential element in the formation of a binding and enforceable contract of sale. The Kasunduan does not establish any definite agreement between the parties concerning the terms of payment. What it merely provides is the purchase price for the 213-square meter property at P40.00 per square meter. In addition, the absence of any formal deed of conveyance is a strong indication that the parties did not intend immediate transfer of ownership. DELPHER TRADES vs IAC 1|Page

The prospective seller still has to convey title to the prospective buyer by entering into a contract of absolute sale. the perfection of the contract of sale is completely abated. and non-fulfillment of the condition prevents the obligation to sell from arising. It would have been different if the donor-seller sold her interests over the property under 2|Page . which begins when the parties perform their respective undertakings under the contract of sale. Land was donated but subsequently sold to another. The full payment of the purchase price partakes of a suspensive condition.00 made no specific reference to a sale of a vehicle. Nominate and Principal 2.. culminating in the extinguishment thereof. There was really no transfer. Thus. However. Inc. ESSENTIAL CHARACTERISTICS OF A CONTRACT OF SALE 1.Sales Essential Characteristics Deed of exchange between Pacheco and Hyro Pipes for the conveyance of the lease property in exchange of shares of stocks of Delpher is not a contract of sale. (2) perfection. There was no indication in the said document of any obligation on the part of Toyota to transfer ownership of a determinate thing to Sosa and neither was there a correlative obligation on the part of the latter to pay therefor a price certain. ownership will not automatically transfer to the buyer although the property may have been previously delivered to him. A contract to sell as defined hereinabove. the fact remains that they failed to arrive at mutually acceptable terms of payment. v HUANG With regard to the alleged payment and acceptance of earnest money. In the absence of a perfected contract of sale. The provision on the downpayment of P100. In a contract to sell. it is not the giving of earnest money. Wrong party “Agreements Between Mr. the parties never got past the negotiation stage. The amount was thus given not as a part of the purchase price and as proof of the perfection of the contract of sale but only as a guarantee that respondents would not back out of the sale. Ownership and control remained in the hands of co-owners.contract of sale.000. 1482 of the Civil Code. but merely an agreement between Mr. ownership remains with the vendor and does not pass to the vendee until full payment of the purchase price. Contract to sell. Consensual QUIJADA v CA-ownership is not a requirement for perfection. ownership thereto automatically transfers to the buyer by operation of law without any further act having to be performed by the seller. In this case. it is immaterial whether Isidro A. Exception: agreement of parties Two types of condition: 1) perfection 2) as to the performance of obligation SAN MIGUEL PROPERTIES PHILIPPINES. In a conditional sale. if the suspensive condition is fulfilled. which takes place upon the concurrence of the essential elements of the sale which are the meeting of the minds of the parties as to the object of the contract and upon the price. the contract of sale is thereby perfected. but the proof of the concurrence of all the essential elements of the contract of sale which establishes the existence of a perfected sale. TOYOTA vs SHAW-consent. conditional sale A contract of sale is absolute when title to the property passes to the vendee upon delivery of the thing sold. Although the Civil Code does not expressly state that the minds of the parties must also meet on the terms or manner of payment of the price. upon the fulfillment of the suspensive condition which is the full payment of the purchase price. While the parties already agreed on the real properties which were the objects of the sale and on the purchase price. contract to sell. Sosa & Popong Bernardo of Toyota Shaw. Sobrecarey had the authority to enter into a contract of sale in behalf of petitioner. however. it could only refer to a sale on installment basis. and its non-delivery did not cause any legally indemnifiable injury. If the suspensive condition is not fulfilled. otherwise there is no sale. A deed of sale is absolute when there is no stipulation in the contract that title to the property remains with the seller until full payment of the purchase price. If it was intended for a contract of sale. The alleged "indubitable evidence"13 of a perfected sale cited by the appellate court was nothing more than offers and counter-offers which did not amount to any final arrangement containing the essential elements of a contract of sale. Such inchoate interest may be the subject of contracts including a contract of sale. Gen Rule: ownership will not automatically transfer to buyer. Only for consummation. as VSP No. the prospective seller’s obligation to sell the subject property by entering into a contract of sale with the prospective buyer becomes demandable. and (3) consummation. upon the fulfillment of the suspensive condition which is the full payment of the purchase price. although it is conditioned upon the happening of a contingent event which may or may not occur. INC. Agreement on the manner of payment goes into the price such that a disagreement on the manner of payment is tantamount to a failure to agree on the price.(SMPPI).” was not a perfected contract of sale . The stages of a contract of sale are as follows: (1) negotiation. the first element of consent is present. the same is needed. as in a contract to sell. the Court holds that respondents did not give the P1 million as "earnest money" as provided by Art. Pacheco merely changed their ownership from one to another. what the donor sold was the land itself which she no longer owns. Stated positively.928 executed on June 15. Land was reverted back to the donor/owner. Sosa and Toyota as parties to a contract. Sale is valid. may not even be considered as a conditional contract of sale where the seller may likewise reserve title to the property subject of the sale until the fulfillment of a suspensive condition because in a conditional contract of sale. Sosa and Bernardo as private individuals and not between Mr. 1989 confirmed. such that if there had already been previous delivery of the property subject of the sale to the buyer. They presented the amount merely as a deposit of what would eventually become the earnest money or downpayment should a contract of sale be made by them. NABUS v PACSON. covering the period from the time the prospective contracting parties indicate interest in the contract to the time the contract is perfected. despite the 45-day extension given by petitioner. There was no ACTUAL transfer of ownership interests to a third party. The sale is also absolute if there is no stipulation giving the vendor the right to cancel unilaterally the contract the moment the vendee fails to pay within a fixed period. The VSP also created no demandable right in favor of Sosa for the delivery of the vehicle to him.12 In the present case. Pachecos are the owners of Hydro Pipes. The donor may have an inchoate interest in the donated property during the time that ownership of the land has not reverted to her. There was failure to agree on the terms of payment and the manner of payment of the purchase price is an essential element before a valid and binding contract of sale can exist.

VILLANUEVA v PNB Contracts of sale are perfected by mutual consent whereby the seller obligates himself. Earnest money is proof of perfection of contract. respectively. An acceptance of an offer which agrees to the rate but varies the term is ineffective Acceptance of downpayment does not presuppose contract.00 upon issuance of the new certificate of title in the name of the late Francisco Q. The exception is Art. which is manifested the moment there is a meeting of the minds as to the offer and acceptance thereof on three (3) elements: subject matter. Sale. Article 1358 of the Civil Code which requires the embodiment of certain contracts in a public instrument. or with an exact notion of the matter to which it refers.00 pesos payable as follows: (a) P30. its existence may only be inferred from the confluence of two acts of the parties: • an offer certain as to the object of the contract and its consideration. of the perfected contract is another matter. it should be spontaneous. a contract of sale has the force of law between the contracting parties and they are expected to abide in good faith by their respective contractual commitments. price and terms of payment of the price. While it is true that the amount of P40. upon the actual and constructive delivery thereof. It occurs upon the constructive or actual delivery of the subject matter to the buyer when the seller or her successors-in-interest subsequently acquires ownership thereof. is perfected by mere consent. spontaneity by fraud. Article 1434 of the New Civil Code supports the ruling that the seller's "title passes by operation of law to the buyer. FULE v CA The Civil Code provides that contracts are perfected by mere consent. 18 Being consensual. usage and law. may be in keeping with good faith. It only gives the other party the option to refuse to proceed with the sale or to waive the condition. is only for convenience. 32 VDA DE APE v CA To be valid. hence. freedom by violence. (b) P600.00 as earnest money xxx. to deliver and transfer ownership of a specified thing or right to the buyer over which the latter agrees. There must be meeting of the minds." This rule applies not only when the subject matter of the contract of sale is goods. and c.000.00 forming part of the consideration was still payable to petitioner. 3. being a consensual contract. Cruz and petitioner. the parties are bound not only to the fulfillment of what has been expressly stipulated but also to all the consequences which. Non-compliance therewith does not adversely affect the validity of the contract nor the contractual rights and obligations of the parties thereunder. What the law requires is that the seller has the right to transfer ownership at the time the thing sold is delivered. including real property. it should be free. Consequently. Ownership over the parcel of land and the pair of emerald-cut diamond earrings had been transferred to Dr. 31 Such stipulations are not manifest in the contract of sale. Cruz is not a sufficient cause to invalidate the contract or bar the transfer of ownership and possession of the things exchanged considering the fact that their contract is silent as to when it becomes due and demandable. 19 and registration of the instrument only adversely affects third parties. intimidation or undue influence. for the benefit of third parties.Sales Essential Characteristics the deed of donation which is subject to the possibility of reversion of ownership arising from the non-fulfillment of the resolutory condition. Perfection per se does not transfer ownership which occurs upon the actual or constructive delivery of the thing sold. 30 Said contract of sale being absolute in nature. Bilateral and Reciprocal 3|Page . The person enforcing the contract must show that that the terms thereof have been fully explained to the former.000. • an acceptance of the offer which is absolute in that it refers to the exact object and consideration embodied in said offer. Above is a condition of performance. Mutual consent being a state of mind. LAFORTEZA v MACHUCA Memorandum of Agreement (Contract to Sell) over the property for the sum of 630. 20 Formal requirements are. the offer and its acceptance must be unanimous both on the rate of the payment and on its term. From this moment.000. A contract of sale is perfected at the moment there is a meeting of the minds upon the thing which is the object of the contract and upon the price. consent must meet the following requisites: a. its nonpayment by Dr. for a price certain. or if the contract is in a language not understood by him. b. A perfected contract of sale cannot be challenged on the ground of non-ownership on the part of the seller at the time of its perfection. according to their nature. Such circumstance happened in this case when petitioners who are Trinidad Quijada's heirs and successors-in-interest became the owners of the subject property upon the reversion of the ownership of the land to them. but also to other kinds of property.000. Failure of happening of the condition will not affect the validity of the contract of sale. Intelligence in consent is vitiated by error. The general rule is that he who alleges fraud or mistake in the transaction must substantiate his allegation as the presumption is that a person takes ordinary care for his concerns and that private dealings have been entered fairly and regularly. Ownership by the seller on the thing sold at the time of the perfection of the contract of sale is not an element for its perfection. 1332: When one of the parties is unable to read. title passed to the vendee upon delivery of the thing sold since there was no stipulation in the contract that title to the property sold has been reserved in the seller until full payment of the price or that the vendor has the right to unilaterally resolve the contract the moment the buyer fails to pay within a fixed period. Advertisements are not offers. however. ownership is transferred to respondent Mondejar and those who claim their right from him. Laforteza and upon execution of an extra-judicial settlement of the decedent's estate with sale in favor of Machuca. the sale is still valid. More particularly on the matter of the consideration of the contract. Condition of perfection is one in which failure of condition results to failure of contract. and mistake or fraud is alleged. The consummation. therefore. it should be intelligent.

Failure to pay the consideration is different from lack of consideration. Demand is not necessary. ALMOCERA v ONG Contract to sell was entered based on the provision that the unit shall be conveyed by way of absolute deed of sale together with the TCTs and Cert. that such if the obligation were viewed as non-existent nor binding until the ore was sold. with only the maturity postponed or deferred. it shall be interpreted as a suspensive termin light of the greatest reciprocity of rights. Xxxxxx as to when said failure or delay in performance arise.. Considering that their obligation was reciprocal. and deeds prior to. “one of the contracting parties obligates himself to transfer ownership of and to deliver a determinate thing and the other to pay therefor a price certain in money or its equivalent. there was no right of ownership transferred from Carmelo to Equatorial in view of a patent failure to deliver the property to the buyer. Reciprocal obligations are those which are from the same cause. 5. Payment of the price goes to the performance of the contract. In the case at bar. in case one of the obligors should not comply with what is incumbent upon him. Commutative BUENAVENTURA v CA It is not the act of payment of the price that determines the validity of a contract of sale. Sale is title. the stipulation in the Deed of Absolute Sale was that the Corporation shall pay in full the 2. This mutual delay of the parties cancels out the effects of default. documentary and parol evidence may be submitted and admitted to prove such intention. AS such. of occupancy and the balance to be paid upon completion and delivery of unit and acceptance by Ong. as correctly noted by the CA. Demand became useless because the impossibility of complying with their obligation was due to their fault. or in any other manner signifying an agreement that the possession is transferred from the vendor 4|Page .” Ownership of the thing sold is a real right which the buyer acquires only upon delivery of the thing to him “in any of the ways specified in articles 1497 to 1501. words.2million down payment upon execution of the contract. Cortes is yet to deliver the original copy of the notarized Deed and the TCTs while the Corporation is yet to pay in full the agreed down payment of 2. Actually. both parties were in delay. during and immediately after executing the agreement. Whether a stipulation in a contract of sale is a suspensive term or a condition. not mode EQUATORIAL v MAYER In the case. Onerous GAITE v FONACIER In a contract of sale. They are to be performed simultaneously so that the performance of one is conditioned upon the simultaneous fulfillment of the other. the mortgage on the townhouse would not have been foreclosed by LBP and sold to third person. If they paid their mortgage with LBP.CORTEZ v CA Sales Essential Characteristics There is no doubt that the contract of sale in question gave rise to a reciprocal obligation of the parties. any ambiguity should be resolved in favor of the greatest reciprocity of interests because sale is essentially onerous. actions. There can be no question that greater reciprocity of obtains if the buyer’s obligation is deemed to be actually existing. From the moment one of the parties fulfills his obligation. therefore. delay by the other begins. such that the obligation of one is dependent upon the obligation of the other. 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.(emphasis supplied) The settled rule is that the decisive factor in evaluating an agreement is the intention of the parties as shown not necessarily by the terminology used in the contract but by their conduct. 4. the transcript of stenographic notes reveal Cortes’ admission that he agreed that the Corporation’s full payment of the sum of 2. The mutual inaction of Cortes and the Corporation therefore gave rise to a compensation morae or default on the part of both parties because neither has completed their part in their reciprocal obligation. Payment of the price has nothing to do with the perfection of contract. performance thereof must be simultaneous. What is required is that all sellers believe that they receive commutative value of what they give. 6.2 million. The former results from a right to demand the fulfillment or cancellation of the obligation under an existing valid contract while the latter prevents the existence of a valid contract.Reciprocal obli There is delay. Article 1191 of the Civil Code states: the power to rescind obligations is implied in reciprocal ones. By a contract of sale. such that it is as if no one is guilty of delay. and which each party is a debtor and a creditor of the other.2million would depend upon his delivery of the TCT’s of the three lots. Gross inadequacy of the price does not affect the validity of the sale unless it indicates either 1) a vice of consent 2) parties intended a donation or some other contract. However. There is no requirement that the price be equal to the exact value of the subject matter of sale. Ong was justified in refusing to pay because he was never in possession of the unit. Article 1169 of the same Code provides that—xxxx In reciprocal obligations. *the contract of sale was not rescinded.

NORKIS v CA The issuance of a sales invoice does not prove transfer of ownership of the thing sold to the buyer. not by contract alone. thief. by tradition". The objection took the form of a court action impugning the sale which. it means transfer of possession.” This right is transferred. is insufficient. transferred or destroyed. by donation.Sales Essential Characteristics to the vendee. delivery means something in addition to the delivery of property or title. It has been held that the execution of a contract of sale as a form of constructive delivery is a legal fiction. the risk of loss should be borne by the seller. It holds true only when there is no impediment that may prevent the passing of the property from the hands of the vendor into those of the vendee.”Thus. Simply stated. being merely presumptive. however. and in consequence of certain contracts. there is no tradition. In all forms of delivery. "ownership and other real rights over property are acquired and transmitted by law. ownership could not have passed to Babasanta in the absence of delivery of the thing sold. robber but also from third persons who may have acquired it in good faith from such finder. In its natural sense. no constructive delivery could have been effected." is applicable to this case. it is clear that petitioner never took actual control and possession of the property sold. The act. nut merely a title. Norkis. was rescinded by a judgment rendered by this Court in the mother case. 712 of the CC. and the assumption of the same by the vendee. while DELIVERY OR TRADITION IS THE MODE of accomplishing the same. While there was a deed of sale in his favor. but by tradition or delivery . the things sold remain at seller's risk until the ownership thereof is transferred to the buyer. as we know. the agreement was not in a public document hence. Article 1496 of the Civil Code which provides that "in the absence of an express assumption of risk by the buyer. Under Art. An invoice is nothing more than a detailed statement of the nature. A mode is the legal means by which dominion or ownership is created. is the actual intention of the vendor to deliver. be coupled with the intention of delivering the thing. AZNAR v CA Marella never had title to the car as the car was never transferred to him. In the case at bar. This is in accordance with the well-known doctrine of res perit domino. Secondly. he was only able to obtain possession of the car because since he stole it from Santos. the most that sale does is to create the obligation to transfer ownership. respondent’s opposition to the transfer of the property by way of sale to Equatorial was a legally sufficient impediment that effectively prevented the passing of the property into the latter’s hands. be confused with its consummation. Therefore. without the intention. When there is such impediment. it should be noted that sale is not a mode. and its acceptance by the vendee.the delivery has not been effected. SLDC v CA The perfection of a contract of SALE should not. sale itself does not transfer or affect ownership. “fiction yields to reality . in view of respondent’s timely objection to the sale and the continued actual possession of the property. Contracts only constitute titles or rights to the transfer or acquisition of ownership. which gives legal effect to the act. Art. In other words. which was still the owner and possessor of the motorcycle when it was wrecked. First. In relation to the acquisition and transfer of ownership. not only from its finder. it has been held that while the execution of a public instrument of sale is recognized by law as equivalent to the delivery of the thing sold. Babasanta did not acquire ownership by the mere execution of the receipt by Pacita Lu acknowledging receipt of partial payment to the property. the critical factor in the different modes of effecting delivery. In the Law on Sales. thief or robber . is deemed negated by the failure of the vendee to take actual possession of the land sold.” Hence. It is an act by which one party parts with the title to and the possession of the property. 559. Delivery has been described as a composite act. but title is only the legal basis by which to affect dominion or ownership. Without that intention. by testate and intestate succession. and the other acquires the right to and the possession of the same. it is necessary that the act of delivery whether constructive or actual. delivery may be either actual or constructive. 5|Page . such constructive or symbolic delivery. for there was neither an actual nor constructive delivery of the thing sold. he has a right to recover it. quantity and cost of the thing sold and has been considered not a bill of sale. From the peculiar facts of this case. but both forms of delivery contemplate “the absolute giving up of the control and custody of the property on the part of the vendor. The rule is to the effect that if the owner has lost the thing. hence. even upon the assumption that the contract perfected was of a SALE. or if he ahs been lawfully deprived of it. Babasanta had not taken possession of the property at any time after the perfection of the contract of sale in his favor. And there is said to be delivery if and when the thing sold “is placed in the control and possession of the vendee. a thing in which both parties must join and the minds of both parties concur.