Concepcion Ainza et al v.

Antonio
and Eugenia Padua
June 30, 2005, 462 scra 614

Meeting of the Minds in a Contract of Sale

This is a case involving family members. In April 1987, Ainza and her daughter Eugenia orally
agreed that Ainza pay P100k in exchange for half of the portion of Eugenia’s undivided
conjugal property (a lot located in QC). No Deed of Absolute Sale was executed. There was
physical delivery of the land through Concepcion’s other daughter (Natividad) acting as
atty-in-fact. Concepcion thereafter allowed Natividad and her husband occupy the
purchased portion of the land.

In 1994, Antonio caused the division of the lot into three (two were occupied by the
spouses), necessarily displacing Natividad. He also had each subdivision titled. Antonio
requested Natividad to vacate the premises. Antonio averred that his wife only admitted of
selling 1/3 of the property to Concepcion for which a receipt was issued signed by
Concepcion. The RTC ruled in favor of Concepcion. The CA reversed the RTC ruling. CA
explained that the property is conjugal hence the sale should have been with Antonio’s
consent.

ISSUE: Whether or not the contract of sale between Ainza and Eugenia is valid.

HELD: Yes it is valid until annulled (voidable). There was a perfected contract of sale
between Eugenia and Concepcion. The records show that Eugenia offered to sell a portion
of the property to Concepcion, who accepted the offer and agreed to pay P100,000.00 as
consideration. The contract of sale was consummated when both parties fully complied with
their respective obligations. Eugenia delivered the property to Concepcion, who in turn, paid
Eugenia the price of P100,000.00, as evidenced by the receipt. Since the land was undivided
when it was sold, Concepcion is entitled to have half of it.

Antonio cannot, however, attack the validity of the sale b/n his wife and his mom-in-law,
either under the Family Code or the Old Civil Code due to prescription. The sale came to his
knowledge in 1987. He only filed the case in 1999. His right prescribed in 1993 (under the
FC [5 years]) and 1997 (under OCC [10 years]).