MAPALO v MAPALO

Maximo, however, deceived Miguel and Candida Mapalo by making them sign an
instrument donating the entire lot.

There was a consideration for P5,000 stated in the deed, but the spouses never
received anything.

Maximo then sold the same to the Narcisos who took possession only of the eastern
half.

Later on, the Narcisos sought to be declared owners of the entire land; the spouses
claimed that the sale to the Narcisos was void for lack of consideration.

The CA declared that the sale was merely voidable and the action by the spouses was
barred by prescription, being filed after 4 years from the discovery of the fraud.

ISSUE: W/N there was a valid contract of sale

HELD: Consideration was totally absent; the P5,000 price stipulated was never
received/delivered to the spouses. Thus, the sale to the Narcisos was VOID ab initio
for want of consideration. The inexistence of the contract is permanent and cannot
be the subject of prescription. The Narcisos are also in bad faiththey had
knowledge of the true nature and extent of Maximos right over the land.

MATE v CA

Josefina was to be sued by Tan for issuing rubber checks;

she asked Fernando to cede his 3 lots to Tan and it will be Josefina who will
repurchase them for him.

Josefina issued him 2 checks, one for P1.4M, pertaining to the value of the lot, and
another for P420,000 corresponding to 6 months interests.

Later, both checks bounced; he sued Tan for annulment of the sale for lack of
consideration since he never received anything. He also sued Josefina criminally, but
absconded.

ISSUE: W/N there was a valid contract of sale

HELD: YES. There was consideration in the form of the check for P420,000. It was his
fee for executing the sale. It was not only kindness that impelled him to cede his
property, it was also his interest for profit. That he never received money is of no
moment; a sale is a consensual contract. He also tacitly admitted to the sale when he
filed criminal charges against Josefina.

ONG v ONG

For an consideration of P1 and other valuable considerations, Imelda Ong transferred

through a Deed of Quitclaim her rights over a portion of a parcel of land to Sandra.

Later on, she revoked the Deed and donated the whole property to her son, Rex.

Sanda, through her guardian, sought to recover ownership and possession thereof.

Imelda alleged that the sale was void for lack of consideration.

ISSUE: W/N there was a valid contract of sale

HELD: YES. There was consideration. Its apparent inadequacy is of no moment since
the usual practice in deeds of conveyance is to place a nominal amount although
there is more valuable consideration given. Consideration is presumed to exist.

BAGNAS v CA

Hilario died with no will and was survived only by collateral relatives. Bagnas (et al)
were the nearest kin. Retonil (et al) were also relatives but to a farther extent.

They claimed ownership over 10 lots from the estate of Hilario presenting notarized
and registered Deeds of Sale (in Tagalog) where the consideration for the lands was
P1 and services rendered, being rendered, and to be rendered.

Bagnas argued that the sales were fictitious, while Retonil claimed to have done
many things for Hilariosuch as nursing him on his deathbed.

ISSUE: W/N there was a valid contract of sale

HELD: NO. At the onset, if a contract has no consideration, it is not merely voidable,
but VOIDand even collateral heirs may assail the contract. In this case, there was
no consideration. Price must be in money or its equivalent; services are not the
equivalent of money insofar as the requirement of price is concerned. A contract is
not one for sale if the consideration consists of services. Not only are they vague,
they are unknown and not susceptible of determination without a new agreement
between the parties.

REPUBLIC v PHIL. RESOURCES DEV. CORP.

The Republic brought an action against Apostol for the collection of sums owing to it
for his purchase of Palawan Almaciga and other logs.

PRDC intervened claiming that Apostol, as President of the company, without prior
authority, took goods (steel sheets, pipes, bars, etc) from PRDC warehouse and
appropriated them to settle his personal debts in favor of the government.

The Republic opposed the intervention of PRDC, arguing that price is always paid in
money and that payment in kind is no payment at all; hence, money and not the
goods of PRDC are under dispute.

ISSUE: W/N payment in kind is equivalent to price paid in money

HELD: YES. Price may be paid in money or ITS EQUIVALENTin this case, the goods.
Payment need not be in the form of money. The prices for the goods have, in fact,
been assessed and determined. PRDC thus has a substantial interest in the case and
must be permitted to interveneits goods paid out without authority being under
dispute in this case.

NAVARRA v PLANTERS DEV. BANK

Navarra spouses obtained a loan of P1.2M from Planters Bank, secured by a

mortgage.

They defaulted to pay their obligation and thus, Planters Bank foreclosed the
property. They were not able to redeem the property as well.
RRRC Dev. Corp obtained a loan from Planters Bank secured by a mortgage over
another set of properties of RRRC.

It defaulted and the properties were foreclosed. However, RRRC was able to
negotiate with the Bank for the redemption of the properties by was of a concession
whereby the Bank allowed RRRC to refer to it would-be buyers of the properties who
would remit their payments directly to the Bank.

Jorge Navarra requested that they repurchase their house and lot for P300K, which
the Bank agreed.

Accordingly, Jorge Navarra requested further that the excess payment of RRRC be
applied as down payment for their repurchase.

For his failure to submit a board resolution from RRRC authorizing such, the Bank
refused to apply the excess to his repurchase.

ISSUE: W/N there was a valid contract of sale (consider the repurchase as a sale)

HELD: NO. While the letters indicate the amount of P300K as downpayment, they are
completely silent as to how the succeeding installment payment shall be made. At
most, the letters merely acknowledge that the downpayment was agreed upon by
the parties. However, this fact cannot lead to the conclusion that a contract of sale
had been perfected.Moreover, the letter/offer failed to specify a definite amount of
the purchase price for the sale/repurchase of the properties. It merely stated that it
will be based on the redemption value plus accrued interest at the prevailing rate up
to the date of the sales contract.

MANILA METAL CONTAINER CORP. v PNB

Manila Metal secured a P900K loan it obtained from PNB, by executing a real estate
mortgage over the lot.

PNB later granted Manila Metal a new credit accommodation of P1M. Manila Metal
secured another loan.
PNB sought to have the property foreclosed and sold at a public auction. PNB was
the highest bidder. Manila Metal requested an extension of time to redeem the
property and to repurchase such on installment.

When apprised of the statement of account, Manila Metal remitted P725K to PNB as
deposit to repurchase.

In the meantime, SAMD recommended that Manila Metal be allowed to repurchase

for P1.6M. PNB, however, rejected the recommendation and offered the property at
P2.66M, its minimum market value.

Manila Metal refused and reiterated that it already acceded to SAMD's offer, to
which it remitted P725K.

PNB accepted the offer but for P1.9M cash less the P725K deposit.

Manila Metal, again, rejected this offer and filed a complaint against PNB for the
annulment of foreclosure or specific performance, contending that there was a valid
contract of sale between Manila Metal and SAMD.

While the case was pending, Manila Metal offered to repurchase at P3.5M, but PNB
rejected because the market value of the property was at P30M. Manila Metal
offered again at P4.25M but was rejected again.

ISSUE: W/N there was a valid contract of sale

HELD: NO. There was no perfected contract of sale between PNB and Manila Metal
because there was no agreement as to the price certain. The Statement of Account
prepared by SAMD cannot be classified as a counter-offer. It is simply a recital of its
total monetary claims against Manila Metal. The amount stated therein could not be
considered as a counter-offer since it was only a recommendation subject to PNB's
Board of Directors' approval. Neither can the receipt of P725K by SAMD be regarded
as evidence of a perfected contract of sale. The amount is merely an
acknowledgment of the receipt of P725K as deposit to repurchase the property.

CARCELLER v CA
Carceller leased 2 parcels of land owned by State Investment Houses (SIHI) with the
exclusive right and option to purchase the said lots within the lease period for the
aggregate amount of P1.8M.

Around 3 weeks before the end of the lease period, SIHI informed Carceller of the
impending termination of the lease and the short period left for him to purchase.

He begged for an extension, but SIHI refused. Nevertheless, SIHI offered the property
to him for lease for another year, but this time, it also offered it for sale to the public.

Carceller thus sued SIHI for specific performance to compel SIHI to execute a Deed of
Sale in his favor.

ISSUE: W/N Carceller may still exercise the option to purchase the property

HELD: YES. Even if Carceller failed to purchase the property within the said period,
still equity must intervene. He had introduced substantial improvements thereon; to
rule against him would cause damage to himand SIHI does not stand to gain much
therefrom. SIHI clearly intended to sell the lot to him considering that it was under
financial distress, that is constantly reminded him of the option and the impending
deadline. Carcellers letter to SIHI expressing his intent to purchase the lot is fair
notice of intent to exercise the option despite the request for extension.

TAYAG v LACSON

Angelica Lacson and her children were registered owners of agricultural lands.

Tiamzon and other tenants executed a Deed of Assignment in favor of

Tayagassigning to the latter their rights to purchase the lands as tenant-tillers of
the landholdings possessed by them at P50.00 per sqm.

Tenants decided to sell their rights to the Lacsons instead because he allegedly
betrayed their trust by filing a certain lawsuit.

Tayag thus filed a Complaint before the RTC asking that the court fix the period for
the payment; he also asked for a Writ of Preliminary Injunction against Lacson and
the tenants.
ISSUE: W/N the assignment was in the form of an option contract

HELD: NO. The Deeds of Assignment were not option contracts, which may be
enforced by Tayag. Not being the legal owners of the property, the tenants had no
right to confer upon Tayag the option, more so, the exclusive right to buy the
property.

VILLAMOR v CA

The Villamors purchased from Macaria of the latters land for a price considerably
higher than the prevailing market price.

They then executed a Deed of Option stating that the only reason why the Villamors
agreed to purchase the said lot is because Macaria agreed to confer upon them the
exclusive right to purchase the other half of the land.

Macaria sought to repurchase the land, but the Villamors refused. Instead, the
Villamors exercised their option to purchase the other half of the property. Macaria
refused.

Macaria averred that the option is void for lack of consideration.

ISSUE: W/N the option contract is void for lack of consideration

HELD: NO. The Option Contract is supported by a considerationthat being the

difference of the agreed price and the market price of the other half of the land,
which was sold to the Villamors. The option was, in fact, the only reason why they
purchased the other half for an expensive price.

SANCHEZ v RIGOS

Sanchez and Rigos executed an Option to Purchase where Rigos agreed to sell to
Sanchez a parcel of land.

In spite of the repeated tenders made by Sanchez, Rigos refused to sell the same.

Rigos alleged that the contract between them was a unilateral promise to sell, which
is not supported by any consideration, hence, it is not binding.
ISSUE: W/N there was a valid option contract

HELD: NO. The promisee (Sanchez) cannot compel the promissor (Rigos) to comply
with the promise unless the former can establish that the promise was for a
consideration. The burden of proof to establish the existence of the consideration
lies with Sanchez. Therefore, there was no valid option contract in this case. However,
an option without consideration is a mere offer, which is not binding until accepted.
In this case, there was nevertheless an offer and acceptance enough to constitute a
valid contract of sale.

VASQUEZ v CA

The Vallejera spouses sought to recover from Vasquez an agricultural lot, which they
previously sold to him.

Along with the previous execution of a Deed of Sale, the parties also executed a Right
of Repurchase allowing Vallejera to repurchase the said estate.

Vasquez resisted the redemption arguing that the option to buy was not supported
by any considerationand thus not binding upon him.

ISSUE: W/N there was a valid option contract

HELD: NO. It is apparent that the Right to Repurchase was not supported by any
consideration. Thus, in order for the doctrine under Sanchez v Rigos to apply, giving
rise to a valid contract of sale, it must be shown that the promissee (Vallejera)
accepted the right of repurchase before it was withdrawn by Vasquez. In this case, no
such acceptance was made. The vendor a retro (Vallejera) must make actual and
simultaneous tender of payment and consignation. Mere expressions of readiness
and willingness to repurchase are insufficient.

NIETES v CA

Nietes leased from Dr. Garcia the Angeles Educational Institute

The contract contained an Option to Buy the land and school buildings within the
period of the lease.
It also stipulated that the unused payment will be applied to the purchase price of
the school.

Nietes paid Garcia certain sums in excess of the rent, which Garcia acknowledged as
forming partial payment of the purchase price of the property.

Later on, Garcia informed him of his decision to rescind the contract due to certain
violations of the contract.

Nietes replied by informing Garcia that he decided to exercise his Option to Buy, but
Garcia refused to sell.

Nietes thereafter deposited the balance of the price to Agro-Industrial Bank, but he
later withdrew the said amounts.

CA ruled in favor of Garcia stating that the full purchase price must be paid before
the Option to Buy may be exercised. Thus, Nietes brought the matter to the SC.

ISSUE: W/N actual payment is needed before one may exercise the option to buy

HELD: NO. There is nothing in the contract that required Nietes to pay the full price
before he could exercise the option. It was sufficient that he informed Garcia of his
choice and that he was at that time ready to pay.

ANG YU ASUNCION v CA

The Unijeng spouses owned certain residential and commercial spaces leased by Ang
Yu.

They offered to sell the said units to Ang Yu on several occasions and for P6M. Ang Yu
made a counter offer for P5M. The Unijeng spouses asked Ang Yu to specify his terms
in writing but the latter failed to do so.

When Ang Yu discovered that the spouses were planning to sell the property to
others, he sued them for specific performance.

ISSUE: W/N there was a perfected contract of sale between Unijeng and Ang Yu
HELD: NO. There was no perfected contract of sale yet since there was yet any
meeting of the minds. Thus, there is no ground for specific performance. During the
negotiation stage, any party may withdraw the offer madeespecially if it was not
supported by any consideration. An Option Contract of a Right of First Refusal is
separate and distinct from the actual contract of sale which is the basis for specific
performance.

EQUATORIAL REALTY DEV. INC. v MAYFAIR THEATER INC.

For its theaters, Mayfair was leasing a portion of the property in CM Recto, which
Carmelo owns.

Under the lease agreement, if Carmelo should decide to sell the leased premises,
Mayfair shall be given 30 days exclusive option to purchase the same.

Carmelo, informed Mayfair that hes interested in selling the whole CM Recto
propertyand that Araneta offered to purchase the same for $1.2M.

Mayfair twice replied through a letter of its intention to exercise its right to
repurchasebut Carmelo never replied.

Thereafter, Carmelo sold the entire property to Equatorial Realty for some P11M.

Carmelo alleges that the right, being an option contract, is void for lack of
consideration.

ISSUE: W/N the right to repurchase is an option contract and void for lack of
consideration

HELD: NO. The clause in the lease agreement was NOT an option contract, but a
RIGHT OF FIRST REFUSAL. It was premised on Carmelos decision to sell the said
property. It also did not contain a stipulation as to the price of said property. The
requirement of separate consideration does not apply to a right of 1st refusal
because consideration is already an integral part of the lease.

PARANAQUE KINGS ENTERPRISES INC v CA

Catalina owned 8 parcels of land leased to Chua, which was eventually assigned to
Paranaque King Enterprises, which introduced significant improvements on the
premises.

Under the lease agreement, in case of sale, the lessee shall have the option or
priority to buy the said properties.

Catalina, in violation of the said stipulation, sold the lot to Raymundo for P5M.

Paranaque King notified her of the said breach, and she immediately had the lots
reconveyed. She then offered the lot to Paranaque King for P15M; but the latter
refused claiming that the offer was ridiculous. Catalina thereafter sold it again to
Raymundo for P9M.

ISSUE: W/N there was compliance with the Right of First Refusal assigned to
Paranaque King

HELD: NO. In a Right of First Refusal, the seller cannot offer the property to another
for a lower price or under terms more favorable. It must be offered under the same
terms & conditions to Paranaque King; otherwise, the right of first refusal becomes
illusory. The Right of First Refusal may also be validly transferred or assignedas in
this case.

VASQUEZ v AYALA CORP.

In 1984, Ayala Corp. entered into a Memorandum of Agreement with Dr. Vasquez
buying the latters shares with Conduit Development

Under Par. 5.15 of the MOA, Ayala agreed to give Vasquez a first option to purchase
the 4 adjacent lots to the retained area at the prevailing market price at the time of
the purchase.

Now, Vasquez comes forward invoking Par. 5.15 claiming that it was a valid option
contract, and that Ayala should sell to him the said property at the 1984 prevailing
price.

Ayala offered to sell the said properties to Vasquez at the prevailing prices (1990);
but the latter refused to accept.
ISSUE: W/N there was a valid option contract given to Vasquez

HELD: NO. Par. 5.15 was NOT an option contract, but a RIGHT OF FIRST REFUSAL. It
was predicated upon Ayalas decision to sell the said properties. The price was also
not specified. It was also not supported by any independent consideration. By twice
refusing to accept Ayalas offers, Vasquez lost his right to repurchase. Ayala did not
breach its obligation.

RIVERA FILIPINA INC v CA

In 1982, Reyes executed a 10-year (renewable) Contract of Lease with Rivera Filipina
over a parcel of land in EDSA.

Under such contract, the lessee is given a right of first refusal should the lessor
decide to sell the property during the terms of the lease.

Such property was subject of a mortgage executed by Reyes in favor of Prudential

Bank which got foreclosed.

Realizing that he could not redeem the property, Reyes decided to sell it and offered
it to Riviera Filipina but such deal was not formally concluded and negotiations with
Riviera Filipina transpired but to no avail.

In 1989, Reyes paid to Prudential Bank to redeem the property.

Subsequently, a Deed of Absolute Sale was executed in favor of Cypress and Cornhill
for P5.4M which was mortgaged in favor of Urban Dev. Bank for P3M.

Riviera Filipina filed a suit against Reyes, Cypress and Cornhill on the ground that
they violated its right of first refusal under the lease contract.

ISSUE: W/N Riviera Filipina lost its right of first refusal

HELD: YES. As clearly shown by the records and transcripts of the case, the actions of
the parties to the contract of lease, Reyes and Riviera, shaped their understanding
and interpretation of the lease provision "right of first refusal" to mean simply that
should the lessor Reyes decide to sell the leased property during the term of the
lease, such sale should first be offered to the lessee Riviera. And that is what exactly
ensued between Reyes and Riviera, a series of negotiations on the price per square
meter of the subject property with neither party, especially Riviera, unwilling to
budge from his offer, as evidenced by the exchange of letters between the two
contenders. Reyes was under no obligation to disclose the same. Pursuant to Article
1339 of the New Civil Code, silence or concealment, by itself, does not constitute
fraud, unless there is a special duty to disclose certain facts, or unless according to
good faith and the usages of commerce the communication should be made.

MACION v GUIANI

Macion and Dela Vida Institute entered into a contract to sell, where the latter
assured the former that it will buy the 2 parcels of land in Cotabato City on or before
July 31, 1991 at P1.75M.

In the meantime, Dela Vida took possession of it and promptly built an edifice worth
P800,000. However, on the said date, the sale did not materialize.

Both parties entered into a compromise agreement where Macion will give Dela Vida
5 months to raise P2.06M and in case of failure to do so, Dela Vida would vacate the
premises.

After 2 months, Dela Vida alleged that they had negotiated a loan from BPI and
requested Macion to execute the contract to sell in its favor. However, Macion
refused.

In return, Macion filed a motion for execution of judgment alleging that after 5
months, Dela Vida was not able to settle their obligations with Macion.

ISSUE: W/N it was proper to execute a contract to sell in favor of Dela Vida

HELD: YES. Although the compromise agreement (par. 7) does NOT give Dela Vida the
right to demand from Macion the execution of the contract to sell in its favor. From
this paragraph, it is clear that Macion is obliged to execute a Deed of Sale and not a
Contract to Sell upon payment of the full price of P2.06M. HOWEVER, a review of the
facts reveals that even prior to the signing of the compromise agreement, both
parties had entered into a contract to sell, which was superseded by a compromise
agreement. This compromise agreement must be interpreted as bestowing upon
Dela Vida the power to demand a contract to sell from Macion. Where Macion
promised to execute a deed of absolute sale upon completing payment of the price,
it is a contract to sell. In the case at bar, the sale is still in the executory stage since
the passing of title is subject to a suspensive condition--that if Dela Vida is able to
secure the needed funds to purchase the properties from Macion.

VILLONCO v BORMAHECO

Cervantes entered into several negotiations with Villonco for sale of the Buendia
property.

Cervantes made a written offer of P400/sqm with a downpayment of P100,000 to

serve as earnest money.

The offer also made the consummation of the sale dependent upon the acquisition
by Bormaheco of a Sta. Ana property.

Villonco made a counter-offer stating that the earnest money was to earn 10%
interest p.a.

The Sta. Ana Property was awarded to Bormaheco; the transfer was also duly
approved. However, Cervantes sent the check back to Villonco with the interest
thereonstating that he was no longer interested in selling the property. He also
claims that no contract was perfected.

ISSUE: W/N there was a perfected contract of sale

HELD: YES. There was a perfected contract of sale. The alleged changes made in the
counter-offer are immaterial and are mere clarifications. The changes of the words
Sta. Ana property to another property as well as the insertion of the number 12
in the date, and the words per annum in the interest are trivial. There is no
incompatibility in the offer and counteroffer. Cervantes assented to the interest and
he, in fact, paid the same. Also, earnest money constitutes proof of the perfection of
the contract of sale and forms part of the consideration. The condition regarding the
acquisition of the Sta. Ana property was likewise fulfilled; there is thus no ground for
the refusal of Cervantes to consummate the sale.

OESMER v PARAISO DEV CORP.

A contract to sell was entered into between Paraiso Dev. Corp and Ernesto Oesmer as
well as Enriqueta. A check in the amount of P100,000 payable to Ernesto was given
as option money.

Eventually, Rizalino, Leonora, Bibiano Jr, and Librado also signed the Contract to Sell.
However, 2 of their brothers, Adolfo and Jesus, refused to sign the document.

A couple of months after, the Oesmers informed Paraiso (through a letter) that it is
rescinding the Contract to Sell and returning the option money.

However, Paraiso did not respond and thus, Oesmers filed a complaint for
declaration of nullity of the Contract to Sell with the RTC.

On appeal, CA modified by declaring that the Contract to Sell is valid and binding as
to the undivided shares of the six signatories of the document.

ISSUE: W/N the Contract to Sell is valid as to all signatories

HELD: NO. It is true that the signatures of the 5 siblings did not confer authority on
Ernesto as agent to sell their respective shares in the properties, because such
authority to sell an immovable is required to be in writing. However, those signatures
signify their act of directly (not through an agent) selling their personal shares to
Paraiso Dev. Corp. In the case at bar, the Contract to Sell was perfected when the
petitioners consented to the sale to the respondent of their shares in the subject
parcels of land by affixing their signatures on the said contract. Such signatures show
their acceptance of what has been stipulated in the Contract to Sell and such
acceptance was made known to respondent corporation when the duplicate copy of
the Contract to Sell was returned to the latter bearing petitioners signatures. The
contract indisputably referred to the Heirs of Bibiano and Encarnacion Oesmer, and
since there is no showing that Enriqueta signed the document in some other capacity,
it can be safely assumed that she did so as one of the parties to the sale. In the
instant case, the consideration of P100,000.00 paid by respondent to petitioners was
referred to as option money. However, a careful examination of the words used in
the contract indicates that the money is not option money but earnest money.
Earnest money and option money are not the same but distinguished thus: (a)
earnest money is part of the purchase price, while option money is the money given
as a distinct consideration for an option contract; (b) earnest money is given only
where there is already a sale, while option money applies to a sale not yet perfected;
and, (c) when earnest money is given, the buyer is bound to pay the balance, while
when the would-be buyer gives option money, he is not required to buy, but may
even forfeit it depending on the terms of the option.

FULE v CA

Fule, a banker and a jeweler, acquired a 10- hectare property from a foreclosed
mortgage.

They found one in the person of Cruz, who owns a pair of diamond earrings. Fule was
interested to buy these earrings. Subsequently, negotiations for the barter between
the earrings and the property ensued.

The Deed of Sale was notarized ahead of the Deed of Redemption. Subsequently, a
Deed of Sale over the earrings was executed and when it was delivered, Fule
contends that the earrings were fake.

Fule filed a complaint with the RTC against Cruz, praying that the contract of sale
over the Tanay property be declared null and void on the ground of fraud and deceit.

ISSUE: W/N the Deed of Sale over the Tanay Property is valid

HELD: YES. It is evident from the facts of the case that there was a meeting of the
minds between petitioner and Dr. Cruz. As such, they are bound by the contract
unless there are reasons or circumstances that warrant its nullification. The records,
however, are bare of any evidence manifesting that private respondents employed
such insidious words or machinations to entice petitioner into entering the contract
of barter. It appears that it was petitioner, through his agents, who led Dr. Cruz to
believe that the Tanay property was worth exchanging for her. Furthermore,
petitioner was afforded the reasonable opportunity required in Article 1584 of the
Civil Code within which to examine the jewelry as he in fact accepted them when
asked by Dr. Cruz if he was satisfied with the same.

DAILON v CA

Sabesaje sues to recover ownership of a parcel of land based on a private document

of absolute sale executed by Dailon.
Dailon denies the fact of the sale alleging that the same being embodied in a private
instrument, the same cannot convey title under Art. 1358 of the Civil Code which
requires that contracts which have for their object the creation, transmission,
modification, or extinction of real rights over immovable property must appear in a
public instrument.

ISSUE: W/N there was a valid/perfected contract of sale

HELD: YES. The necessity of a public instrument is only for conveniencenot for
validity and enforceability. Such is not a requirement for the validity of a contract of
sale, which is perfected by mere consent. If the sale is made through a public
instrument, it amounts to constructive delivery.

SECUYA v VDA DE SELMA

Caballero entered into an Agreement of Partition where she parted with 1/3 of the
said property in favor of Sabellona.

Sabellona took possession thereof and sold a portion to Dalmacio Secuya through a
private instrument that is already lost.

Later on, Selma bought a portion of the said land, including that occupied by Secuya;
she bought it from Caesaria Caballero. She presented a Deed of Absolute Sale and a
TCT.

CA upheld Selmas title considering that she had a TCT and a Deed of Sale.

ISSUE: Who has a better right, Secuya or Selma?

HELD: The Secuyas have nothing to support their supposed ownership over the
parcel of land. The best evidence they could have had was the private instrument
indicating the sale to their predecessor-ininterest. But the instrument is lost. Even so,
it is only binding as between the parties and cannot prejudice 3rd persons since it is
not embodied in the public document. Selma, on the other hand, has all the
supporting documents necessary; she also acted in good faith and thought that the
Secuyas were merely tenants. They did not even pay realty taxes and did not have
their claim annotated to the certificate of sale.
YUVIENGCO v DACUYCUY

Yuvienco entered into a contract with Yao King Ong and the other occupants,
wherein the former will sell to the latter the Sotto property

This is provided that the latter made known their decision to buy it or not later than
July 31, 1978.

When Yuvienco's representative went to Cebu with a prepared and duly signed
contract for the purpose of perfecting and consummating the transaction, Yao King
Ong and other occupants found variance between the terms of payment stipulated in
the document and what they had in mind. Thus, it was returned unsigned.

ISSUE: W/N the claim for specific performance of Yao King Ong is enforceable under
the Statute of Frauds

HELD: YES. It is nowhere alleged in the complaint that there is any writing or
memorandum, much less a duly signed agreement to the effect, that the price of
P6,500,000 fixed by petitioners for the real property herein involved was agreed to
be paid not in cash but in installments as alleged by Yao King Ong. The only
documented indication of the non-wholly-cash payment extant in the record is the
deeds already signed by Yuvienco and taken to Tacloban by Atty. Gamboa for the
signatures of the respondents. In other words, the 90- day term for the balance of
P4.5 M insisted upon by respondents choices not appear in any note, writing or
memorandum signed by either the petitioners or any of them, not even by Atty.
Gamboa. Under the Statute of Frauds, the contents of the note or memorandum,
whether in one writing or in separate ones merely indicative for an adequate
understanding of all the essential elements of the entire agreement, may be said to
be the contract itself, except as to the form.

LIMKETKAI SONS MILLING INC v CA

In 1976, Philippine Remnants Co., Inc. constituted the Bank of the Philippine Islands
(BPI) as its trustee to manage, administer, and sell its real estate property,

Broker Revilla contacted Alfonso Lim of Limketkai Sons Milling (LSM) who agreed to
buy the land parties finally agreed that the lot would be sold at P1,000/sqm. to be
paid in cash.
Alfonso Lim went to BPI and tendered the full payment of P33,056,000.00 to Albano.

The payment was refused because Albano stated that the authority to sell that
particular piece of property in Pasig had been withdrawn from his unit.

LSM filed an action for specific performance with damages against BPI.

ISSUE: W/N there was a valid contract of sale

HELD: YES. There was a meeting of the minds between the buyer and the bank in
respect to the price of P1,000/sqm. Immediately upon learning that payment on
terms was frozen and/or denied, Limketkai exercised his right within the period given
to him and tendered payment in full, thus complying with their agreement. The
negotiation or preparation stage started with the authority given by Philippine
Remnants to BPI to sell the lot, followed by the authority given by BPI and confirmed
by Philippine Remnants to broker Revilla to sell the property, the offer to sell to
Limketkai, the inspection of the property and the negotiations with Aromin and
Albano at the BPI offices. The perfection of the contract took place when Aromin and
Albano, acting for BPI, agreed to sell and Alfonso Lim with Albino Limketkai, acting
for LSM, agreed to buy the disputed lot at P1,000/sqm.

ORTEGA v LEONARDO

Ortega occupied a parcel of land. After the liberation, the government assigned the
lot to the Rural Progress Admin.

She asserted her right thereto; but was disputed by Leonardo.

Ortega and Leonardo agreed to a compromise for Ortega to desist from pressing her
claim, and Leonardo, upon getting the lot, would sell to her a portion thereof
provided she paid for the surveying of the lot.

Ortega thus desisted from her claim, paid for the surveying of the lot and the
preparation of the plan, and regularly paid him a monthly rental.

When Leonardo acquired title, he refused to sell the portion agreed upon. He claims
that the contract is unenforceable based on the Statute of Frauds.
ISSUE: W/N the contract is unenforceable

HELD: NO. The contract is enforceable because there was partial performance.
Ortega made substantial improvements on the lot, desisted from her claim,
continued possession, and paid for the surveying, and also paid the rentals. All these
put together amount to partial performance, which takes the verbal agreement out
of the operation of the Statute of Frauds.

CLAUDEL v CA

Cecilio Claudes heirs and siblings contested each other claiming ownership of a
property.

It was his heirs who were in possession of the property. They partitioned it amongst
themselves, registered each portion under the Torrens System, and each paid their
respective taxes.

The siblings filed a case for cancellation of titles and reconveyance arguing that there
was a verbal sale between Cecilio and their parents over the lot. As evidence, they
presented a subdivision plan.

ISSUE: W/N there was a valid sale between Cecilio and his siblings

HELD: NO. As a rule, a sale of land is valid regardless of the form it may have been
entered into. However, in the event that a 3rd party disputes the ownership, there is
no such proof in support of the ownership. As such, it cannot prejudice 3rd persons.
Also, the heirs had a right to rely upon their Torrens titles, which, as opposed to the
subdivision plans, are definitely more credible.

ALFREDO v BORRAS

Godofredo & Carmen mortgaged their land to DBP for P7,000. To pay their debt, they
sold the land to Armando & Adelia for P15,000.

They also delivered to Armando & Adelia the Original Certificate of Title, tax
declarations, and tax receipts. They also introduced Armando & Adelia to the
Natanawans, the tenants of the said property as the new lessors.
Later, they found out that Godofredo & Carmen sold the land again to other buyers
by securing duplicate copies of the OCTs upon petition with the court.

Thus, they filed for specific performance. Godofredo & Carmen claimed that the sale,
not being in writing, is unenforceable under the Statute of Frauds.

ISSUE: W/N the contract of sale is unenforceable under the Statute of Frauds.

HELD: NO. The Statute of Frauds is applicable only to executory contracts, not those
that have already been partially or completely consummated. In this case, the sale of
the land to Armando & Adelia had already been consummated. The ownership of the
land was also transferred to Armando & Adelia when they were introduced to the
Natanawans and took possession thereof. Therefore, when Godofredo & Carmen
sold the land to other buyers, it was no longer theirs to sell.

TOYOTA SHAW INC v CA

Luna Sosa went to Toyota Shaw where he met Popong Bernardo, a sales rep.

Sosa explained that he needed the Lite Ace by June 17, otherwise, he would become
a laughing stock.

Bernardo guaranteed that the vehicle would be delivered.

They executed a document entitled Agreements between Sosa & Popong Bernardo
of Toyota Shaw where a P100K downpayment was stipulated and that the Lite Ace
would be available at a given date.

When the day of reckoning arrived, the Lite Ace was unavailablethe explanation of
Bernardo being nasulot ng ibang malakas.

However, according to Toyota, the true reason was that BA Finance, which was
supposed to answer for the balance of the purchase price, did not approve Sosas
application. Toyota also returned the downpayment.

Thus, Sosa sued for damages amounting to P1.2M due to his humiliation, hurt
feelings, sleepless nights, and so on.
ISSUE: W/N there was a perfected contract of sale

HELD: NO. Toyota Shaw should NOT be held liable for damages because there was no
perfected contract of sale in the first place. There was no agreement as to the price
and the manner of paymentwhich are both essential to the perfection of the sale.
It was also clear that Bernardo signed the document in his personal capacity and it
was up to Sosa to inquire as to the extent of the formers capacity. Sosa did not even
sign it. It was nothing but a mere proposal, which did not mature into a perfected
contract of sale in lieu of the subsequent events. In fact, it made no specific
reference to the sale of a vehicle. No obligations could thus arise therefrom.