Locator: G.R. No.

172733
Title: Sps. Cornelio Joel Orden and Maria Nympha Orden, et.al vs. Sps. Arturo and
Melodia C. Aurea, et. al.
Date Promulgated: March 1, 2010
Statement of Facts
Sps. Orden sold their 2 parcels of land to Sps. Aurea. Simultaneously, Sps. Aurea
executed a Joint Affidavit whereby they declared that the true and real purchasers of the
parcels of land are Sps. Cobile (American citizens). After the signing of the Deed of
Absolute Sale and Joint Affidavit, Sps. Cobile partially paid the Ordens and executed a
promissory note whereby they promised to pay the Ordens the remaining balance.
The Ordens wrote to Sps. Cobile informing their intent to dispose the properties to
other interested parties since the Cobiles failed to pay the promised balance. They were
given 10 days from receipt of the letter to comply with full payment. Otherwise, their
non-payment shall be construed as refusal on their part.
The Cobiles failed to comply and the properties were sold a Fortunata Houthjuijzen.
Respondents filed a complaint before the RTC asking for the delivery of the titles to
the properties in the name of Cobile or in alternative, if the titles could not be delivered in
the Cobiles name, to order the Ordens to pay the whole consideration with 12% interest,
and prohibiting the Register of Deeds from recording, registering and transferring the
titles to other persons except the Ordens.
RTC ruled that the properties could not be given to the Cobiles because the
ownership had passed to Fortunata Houthjuijzen, an innocent purchaser and that they
themselves filed to comply with the terms and conditions in the promissory note. CA
affirmed with the RTC in toto and ordered the Ordens to return the payment made by
Cobile.
Issue(s)
Whether the parties entered into a contract of sale or a contract to sell.
Ruling
There was a contract to sell.
The distinction between a contract of sale and a contract to sell is well-settled. In a
contract of sale, the title to the property passes to the vendee upon the delivery of the
thing sold; in a contract to sell, ownership is, by agreement, reserved to the vendor and
is not to pass to the vendee until full payment of the purchase price. Otherwise stated, in a

contract of sale, the vendor loses ownership over the property and cannot recover it until
and unless the contract is resolved or rescinded; whereas, in a contract to sell, title is
retained by the vendor until full payment of the price. In the latter contract, 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 real character of the contract is not the title given, but the intention of the parties.
It is only upon payment of the full purchase price that title to the properties shall be
transferred to their names. Circumstances show ownership over the properties was never
transferred to respondents Cobile. It is evident that the true agreement of the parties is for
the petitioners Orden to retain ownership over the properties until respondents shall have
fully paid the purchase price.

Locator: G.R. No. L-4402

Title: Canuto Martin vs. Maria Reyes and Pedro Revilla
Date Promulgated: July 28, 1952
Statement of Facts
Respondents Reyes and Revilla obtained a loan of 6,500 and with that loan, they
paid the price of a lot, with improvements. They mortgaged said property to La Previsora
for the purpose of guaranteeing repayment of the debt in installments with annual interest
at 12%.

Issue(s)

Ruling

Locator: G.R. No. 109355

Title: Serafin Modina vs. Court of Appeals and Ernesto Hontarciego, Paul Fidueroa,
Teodoro Hipalla and Ramon Chiang, Merlinda Chiang
Date Promulgated: October 29, 1999
Statement of Facts
The parcels of land in question are those under the name of Ramon Chiang. He
contended that said properties were sold to him by his wife, Merlinda Chiang, as
evidenced by a Deed of Absolute Sale and were subsequently sold by Ramon to Serafin
Modina.
Modina brought a complaint for Recovery of Possession with Damages against the
private respondents before the RTC of Iloilo City.
Upon learning of the institution of the complaint, Merlinda presented a complaint-inintervention, seeking the declaration of nullity of the Deed of Absolute Sale between her
husband and Modina on the ground that the titles of the parcels of land in dispute were
never legally transferred to her husband.
RTC ruled in favor of Merlinda where it declared the Deed of Sale between Ramon
and Serafin as null and void. The case was then brought to the CA, where it affirmed the
decision of RTC in toto.
Dissatisfied, Modina filed a petition for review to the SC.
Issue(s)
Is a sale of property between husband and wife valid?
Ruling
Article 1490 of the New Civil Code states that the husband and the wife cannot sell
property to each other, except:
1) when a separation of property was agreed upon in the marriage settlements; or
2) when there has been a judicial separation of property under Art. 191.
The exception to the rule laid down in Art. 1490 of the New Civil Code not having
existed with respect to the property relations of Ramon Chiang and Merlinda Chiang, the
sale by the latter in favor of the former of the properties in question is invalid for being
prohibited by law. Not being the owner of subject properties, Ramon Chiang could not
have validly sold the same to plaintiff Serafin Modina. The sale by Ramon Chiang in
favor of Serafin Modina is, likewise, void and inexistent.

Locator: G.R. No. 172674

Title: Jorge Navarra and Carmelita Bernardo Navarra and RRRC Development
Corporation vs. Planters Development Bank and Roberto Gatchalian Realty, Inc.
Date Promulgated: July 12, 2007
Statement of Facts
The Navarras executed a deed of mortgage over their 5 parcels of land.
Unfortunately, the couple failed to pay their loan obligation. Hence, Planters Bank
foreclosed the mortgage and the mortgaged assets were sold. The 1-year period of
redemption expired.
RRRC is a real estate company owned by the parents of Carmelita Navarra and it
obtained a loan with Planters Bank secured by a mortgage over another set of properties
owned by the corporation. Likewise, the loan was unpaid and the mortgage was
foreclosed. By agreement, RRRC were able to sell the properties to third persons and
payments were in excess by 300,000 for the redemption price.
The Jorge Navarra requested, through letter, that the 300,000 be made as down
payment for the repurchase for the 5 lots earlier auctioned. Planters Bank responded with
intent to negotiate for the redemption with a condition that Navarra should submit a board
resolution from RRRC authorizing him to negotiate, to which he did not comply. Hence,
Planters Bank did not proceed with the repurchase. The Navarras then filed a complaint
for Specific Performance with Injunction against Planters Bank.
Trial court ruled in favor of the Navarras and that there was a perfected contract of
sale. CA reversed the trial court's decision.
Issue(s)
Was there a valid or perfected contract of sale?
Ruling
The lack of a definite offer on the part of the spouses could not possibly serve as the
basis of their claim that the sale/repurchase of their foreclosed properties was perfected.
The reason is obvious: one essential element of acontract of sale is wanting: the price
certain. There can be no contract of sale unless the following elements concur: (a)
consent or meeting of the minds; (b) determinate subject matter; and (c) price certain in
money or its equivalent.
Furthermore, the tenor of Planters Banks letter-reply negates the contention of the
Navarras that the Bank fully accepted their offer. The letter specifically stated that there is
a need to negotiate on the other details of the transaction before the sale may be
formalized. Such statement in the Banks letter clearly manifests lack of agreement

between the parties as to the terms of the purported contract of sale/repurchase,

particularly the mode of payment of the purchase price and the period for its payment.