34. KINGS PROPERTIES CORPORATION, INC. v.

GALIDO
G.R. No. 170023
November 27, 2009

F A C T S : Respondent Canuto A. Galido executed a Deed of Sale with

the late Rufina Eniceo and Maria Eniceo over a parcel of land in Antipolo City
on September 10, 1973. The certificate of title covering the subject property
was delivered to Galido. Meanwhile, Eniceo’s heirs filed a petition for the
issuance of a new certificate of title over the subject property. A new certificate
of title was issued to the Eniceo heirs. The Eniceo’s then sold the subject
property to petitioner Kings Properties Corp. and a new certificate of
title was issued to the latter. Galido  found out that a new certificate of
title was issued to the Eniceo’s heirs compelling him to file a criminal case
against them for false testimony. Respondent also filed a civil
complaint with the trial court against the Eniceo heirs and petitioner.

The trial court ruled against Galido and declared that the latter slept
on his rights. On appeal to the CA and the appellate court, both held that
respondent is not guilty of laches. Petitioner contends that respondent is guilty of
laches because he slept on his rights
by f a i l i n g   t o   r e g i s t e r   t h e   s a l e   o f   t h e   A n t i p o l o   p r o p e r t y   a t   t h e   e a r
l i e s t   p o s s i b l e   t i m e . Petitioner claims that despite respondent’s knowledge
of the subsequent sale, respondent still failed to have the deed of sale
registered with the registry of deeds.

ISSUE: Is the contract entered into between Eniceo heirs and respondent in
September 10, 1973 a perfected contract of sale?

HELD: YES. A contract is perfected once there is consent of the contracting

parties on the object certain and on the cause of the obligation. In the present
case, the object of the sale is the Antipolo property and the price certain is
₱250,000.

The contract of sale has also been consummated because the vendors
and vendee have performed their respective obligations under the contract. In a
contract of sale, the seller obligates himself to transfer the ownership of the
determinate thing sold, and to deliver the same to the buyer, who obligates
himself to pay a price certain to the seller. The execution of the notarized deed
of sale and the delivery of the owner’s duplicate copy of OCT No. 535 to
respondent is tantamount to a constructive delivery of the object of the sale. In
Navera v. Court of Appeals, the Court ruled that since the sale was made in a
public instrument, it was clearly tantamount to a delivery of the land resulting
in the symbolic possession thereof being transferred to the buyer. 
______________________________________________________________________________
35. Integrated Packaging Corp vs CA and Fil-Anchor Paper Co. Inc.
8 June 2000
GR No 115117

FACTS: On May 5, 1978, Integrated Packaging Corp agreed to deliver to Fil-

anchor paper Co., Inc. 3,450 reams of printing paper. Materials were to be paid
within 30-90 days. Thereafter, Integrated Packaging Corp entered into a
contract with Philippine Appliance Corporation (Philacor) to print three
volumes of "Philacor Cultural Books". However, only 1,097 out of the 3,450
had been delivered so it wrote to Fil-anchor that delay will prejudice them. Fil-
anchor delivered amounting to P766,101.70 of printing paper. Integrated
paid P97,200.00 which was applied to its back accounts covered by delivery
invoices dated September 29-30, 1980 and October 1-2, 1980.
Integrated entered into an additional printing contract with Philacor but
it failed to comply so Philacor demanded compensation for the delay and
damage it suffered on account of Integrated Packaging Corp's failure. Fil-
anchor filed a collection suit of P766,101.70 against Integrated
representing unpaid purchase price of printing paper bought on credit. By way
of counterclaim, Fil-anchor alleged the delivery was short of 2,875 reams so it
suffered actual damages and failed to realize expected profits and that
complaint was prematurely filed.

ISSUE: Did the private respondent violate the order agreement?

RULING: NO. The transaction between the parties is a contract of sale whereby
private respondent (seller) obligates itself to deliver printing paper to petitioner
(buyer) which, in turn, binds itself to pay therefor a sum of money or its
equivalent (price). Both parties concede that the order agreement gives rise to a
reciprocal obligation such that the obligation of one is dependent upon the
obligation of the other. Reciprocal obligations are to be performed
simultaneously, so that the performance of one is conditioned upon the
simultaneous fulfillment of the other. Thus, private respondent undertakes to
deliver printing paper of various quantities subject to petitioners corresponding
obligation to pay, on a maximum 90-day credit, for these materials. In the
contract, petitioner is not even required to make any deposit, down payment or
advance payment, hence, the undertaking of private respondent to deliver the
materials is conditional upon payment by petitioner within the prescribed
period. Clearly, petitioner did not fulfill its side of the contract as its last
payment in August 1981 could cover only materials covered by delivery
invoices dated September and October 1980.

Consequently, private respondent has the right to cease making further

delivery, hence the private respondent did not violate the order agreement. On
the contrary, it was petitioner which breached the agreement as it failed to pay
on time the materials delivered by private respondent. Respondent appellate
court correctly ruled that private respondent did not violate the order
agreement.

______________________________________________________________________________

36. Fule v. Court of Appeals, et. Al

G.R. No. 112212
 March 2, 1998

FACTS: Gregorio Fule, a banker and a jeweller, offered to sell his parcel of land
to Dr. Cruz in exchange for P40,000 and a diamond earring owned by the
latter. A deed of absolute sale was prepared by Atty. Belarmino, and on the
same day Fule went to the bank with Dichoso and Mendoza, and Dr. Cruz
arrived shortly thereafter. Dr. Cruz got the earrings from her safety deposit box
and handed it to Fule who, when asked if those were alright, nodded and took
the earrings. Two hours after, Fule complained that the earrings were fake. He
filed a complaint to declare the sale null and void on the ground of fraud and
deceit.
ISSUE: Whether the sale should be nullified on the ground of fraud
RULING: NO. 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. Being consensual, 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. 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 was in fact petitioner who
resorted to machinations to convince Dr. Cruz to exchange her jewelry for the
Tanay property.
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. By taking the jewelry outside the bank, petitioner executed an act which
was more consistent with his exercise of ownership over it. This gains credence
when it is borne in mind that he himself had earlier delivered the Tanay
property to Dr. Cruz by affixing his signature to the contract of sale. That after
two hours he later claimed that the jewelry was not the one he intended in
exchange for his Tanay property, could not sever the juridical tie that now
bound him and Dr. Cruz. The nature and value of the thing he had taken
preclude its return after that supervening period within which anything could
have happened, not excluding the alteration of the jewelry or its being switched
with an inferior kind.
Ownership over the parcel of land and the pair of emerald-cut diamond
earrings had been transferred to Dr. Cruz and petitioner, respectively, upon the
actual and constructive delivery thereof. Said contract of sale being absolute in
nature, 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.
While it is true that the amount of P40,000.00 forming part of the
consideration was still payable to petitioner, its nonpayment by Dr. 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.
36. Fule v. CA
Facts: Petitioner Gregorio Fule, a banker and a jeweler at the same time,
acquired a 10-hectare property in Tanay, Rizal covered by Transfer Certificate
of Title No. 320725 which used to be under the name of Fr. Antonio
Jacobe. The latter had mortgaged it earlier to the Rural Bank of Alaminos,
Laguna, Inc. to secure a loan in the amount of P10,000.00, but the mortgage
was later foreclosed and the property offered for public auction upon his
default.
Gregorio Fule, a banker and a jeweller, offered to sell his parcel of land to Dr.
Cruz in exchange for P40,000 and a diamond earring owned by the latter. A
deed of absolute sale was prepared by Atty. Belarmino, and on the same day
Fule went to the bank with Dichoso and Mendoza, and Dr. Cruz arrived shortly
thereafter. Dr. Cruz got the earrings from her safety deposit box and handed it
to Fule who, when asked if those were alright, nodded and took the earrings.
Two hours after, Fule complained that the earrings were fake. He files a
complaint to declare the sale null and void on the ground of fraud and deceit.
Issue:
Whether the sale should be nullified on the ground of fraud
Held:
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. Being
consensual, 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. 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.

Contracts that are voidable or annullable, even though there may have been no
damage to the contracting parties are: (1) those where one of the parties is
incapable of giving consent to a contract; and (2) those where the consent is
vitiated by mistake, violence, intimidation, undue influence or fraud. 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 was in fact petitioner who
resorted to machinations to convince Dr. Cruz to exchange her jewelry for the
Tanay property.
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. By
taking the jewelry outside the bank, petitioner executed an act which was more
consistent with his exercise of ownership over it. This gains credence when it is
borne in mind that he himself had earlier delivered the Tanay property to Dr.
Cruz by affixing his signature to the contract of sale. That after two hours he
later claimed that the jewelry was not the one he intended in exchange for his
Tanay property, could not sever the juridical tie that now bound him and Dr.
Cruz. The nature and value of the thing he had taken preclude its return after
that supervening period within which anything could have happened, not
excluding the alteration of the jewelry or its being switched with an inferior
kind.
Ownership over the parcel of land and the pair of emerald-cut diamond
earrings had been transferred to Dr. Cruz and petitioner, respectively, upon the
actual and constructive delivery thereof. Said contract of sale being absolute in
nature, 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.
While it is true that the amount of P40,000.00 forming part of the
consideration was still payable to petitioner, its nonpayment by Dr. 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.