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who negotiated the purchase of the Property, is neither an officer of

SPOUSES CONSTANTE FIRME vs Bukal Enterprises


Bukal Enterprises nor a member of the Board of Directors of Bukal
Facts:
Enterprises.
- Petitioner Spouses Constante and Azucena Firme (Spouses Firme)
Yason vs. Arciaga
are the registered owners of a parcel of land.
- Renato de Castro (De Castro), the vice president of Bukal - Spouses Emilio and Claudia Arciaga were owners of land in
Enterprises and Development Corporation (Bukal Enterprises) dispute here. They executed a Deed of Conditional Sale in
authorized his friend, Teodoro Aviles (Aviles), a broker, to favour of spouses Yason, petitioners.
negotiate with the Spouses Firme for the purchase of the - Yason tendered an initial payment of P150,000.00. On April 19,
Property. 1983, upon payment of the balance of P115,000.00, spouses
- On 28 March 1995, Bukal Enterprises filed a complaint for specific Arciaga executed a Deed of Absolute Sale.
performance and damages with the trial court, alleging that the - That day, Claudia died. She was survived by her spouse and their
Spouses Firme reneged on their agreement to sell the Property. six (6) children.
- Petitioners had the Deed of Absolute Sale registered in the
Issue: Whether there was a perfected contract between the Spouses
Registry of Deeds of Makati City. They entrusted its registration to
Firme and Bukal Enterprises, the latter allegedly being represented by
one Jesus Medina. However, Medina falsified the registration.
Aviles.
- The heirs learned the falsification so they wanted to annul the
Held: No. There was no consent on the part of the Spouses Firme.
sale. They alleged that the Sale is void ab initio considering that
Consent is an essential element for the existence of a contract. The
(1) Claudia Arciaga did not give her consent to the sale as she
essence of consent is the conformity of the parties on the terms of the
was then seriously ill, weak, and unable to talk and (2) Jesus
contract, the acceptance by one of the offer made by the other. Here,
Medina falsified the Deed of Absolute Sale.
the spouses rejected the offer to buy drafts presented by the broker to
them and that the same were not signed by the spouses. Issue: Whether or not the sale is void due to absence of consent of
There was therefore no concurrence of the offer and the acceptance Claudia Arciaga.
on the subject matter, consideration and terms of payment as would Held: No. The sale is valid. Consent is manifested by the meeting of
result in a perfected contract of sale. the offer and the acceptance upon the thing and the cause which
Another point here is that the broker has no authority to contact or are to constitute the contract. To enter into a valid legal agreement,
negotiate with the spouses because there is no Board Resolution the parties must have the capacity to do so.
authorizing Aviles to negotiate and purchase the Property on behalf of The law presumes that every person is fully competent to enter into a
Bukal Enterprises. contract until satisfactory proof to the contrary is presented. The
Under Sections 23 and 36 of the Corporation Code, the power to burden of proof is on the individual asserting a lack of capacity to
purchase real property is vested in the board of directors or trustees. contract, and this burden has been characterized as requiring for its
While a corporation may appoint agents to negotiate for the satisfaction clear and convincing evidence.
purchase of real property needed by the corporation, the final say will
have to be with the board, whose approval will finalize the - In this case, respondents should have offered in evidence the
transaction. A corporation can only exercise its powers and transact its Certificate of Death of Claudia to show the exact date and time
business through its board of directors and through its officers and of her death. Again, they should have presented the attending
agents when authorized by a board resolution or its by-laws. Aviles, physician to testify whether or not Claudia could still affix her
thumbmark then.
- As earlier mentioned, the burden is on the respondents to prove buyer is entitled to the following rights in case he defaults
the lack of capacity on the part of Claudia to enter into a in the payment of succeeding installments:
contract. And in proving this, they must offer clear and
(a) To pay, without additional interest, the unpaid
convincing evidence. This they failed to do.
installments due within the total grace period earned
Sps. Ramos vs Heruela by him, which is hereby fixed at the rate of one month
grace period for every one year of installment
Facts: payments made: Provided, That this right shall be
exercised by the buyer only once in every five years of
- The spouses Gomer and Leonor Ramos (spouses Ramos) own a the life of the contract and its extensions, if any.
parcel of land.
- Ramos and Heruela entered made an agreement which is a (b) If the contract is cancelled, the seller shall
conditional contract of sale sps. Heruala said that it is a sale in refund to the buyer the cash surrender value of the
instalment basis. payments on the property equivalent to fifty per cent
of the total payments made and, after five years of
- On 27 January 1998, the spouses Ramos filed a complaint for
installments, an additional five per cent every year but
Recovery of Ownership against the spouses Heruela because
not to exceed ninety per cent of the total payments
they have stopped paying the instalment and that they refused made: Provided, That the actual cancellation of the
to vacate the land. contract shall take place after thirty days from receipt
- That out of the P15, 300 consideration for the sale of the land, the by the buyer of the notice of cancellation or the
spouses Heruela paid only P4,000. demand for rescission of the contract by a notarial act
- On the other hand, the spouses Heruela alleged that the 306 and upon full payment of the cash surrender value to
the buyer.
square meters specified in the contract was reduced to 282
square meters because upon subdivision of the land, 24 square Down payments, deposits or options on the contract shall be
meters became part of the road. (there should be a reduction included in the computation of the total number of installments
on the price) made.
- The spouses Heruela further claim that in March 1982, they
expressed their willingness to pay the balance of P11,300 but the Sec. 4. In case where less than two years of installments were
spouses Ramos refused their offer. paid, the seller shall give the buyer a grace period of not less
than sixty days from the date the installment became due. If
Issue: Whether the spouses Ramos have a right to cancel the sale. the buyer fails to pay the installments due at the expiration of
the grace period, the seller may cancel the contract after
Held: NO. Maceda Law applies (Section 4)
thirty days from receipt by the buyer of the notice of
Sections 3 and 4 of RA 6552 provide: cancellation or the demand for rescission of the contract by a
notarial act.
- In all transactions or contracts involving the sale or
financing of real estate on installment payments, - In this case, the spouses Heruela paid less than two years
including residential condominium apartments but of instalments. Further there being no valid rescission of
excluding industrial lots, commercial buildings and sales the contract to sell, the action for reconveyance is
to tenants under Republic Act Numbered Thirty-eight premature. Hence, the spouses Heruela have not lost the
hundred forty-four as amended by Republic Act statutory grace period within which to pay. The Section 4
Numbered Sixty-three hundred eighty-nine, where the of RA 6552 applies.
buyer has paid at least two years of installments, the
- The spouses Heruela shall pay the spouses Ramos P11,300 as
balance of the purchase price plus interest at 6%.
- Upon payment, the spouses Ramos shall execute a deed of
absolute sale of the land and deliver the certificate of title in
favor of the spouses Heruela.
- In case of failure to thus pay within 60 days from finality of this
Decision, the spouses Heruela and the spouses Pallori shall
immediately vacate the premises without need of further
demand, and the down payment and installment payments of
P4,000 paid by the spouses Heruela shall constitute rental for the
land.