213. EDCA PUBLISHING VS. SPOUSES SANTOS, G.R. No.

80298
Michelle Jude G. Tinio

FACTS: In 1981, one Professor Jose Cruz (Cruz) placed an order through
telephone with EDCA Publishing (EDCA) for 406 books, payable on its delivery. EDCA
delivered the books and invoice to Cruz and in exchange, the latter issued a personal
check as payment for the of P8,995.65 purchase price. Cruz then sold 120 of those to
Leonor Santos (Santos). After verifying Cruz’s ownership from the presented EDCA
invoice, Santos paid him P1,700.00.
EDCA became suspicious when Cruz ordered another batch before the
clearing of his first check. EDCA’s inquiries revealed that Cruz was not a dean in De la
Salle College and that he had no account or deposit with Philippine Amanah Bank, the
drawee bank for the issued check. Cruz was arrested after an entrapment operation.
The investigation disclosed his real name as Tomas de la Peña and the sale he made
with regard to the 120 books of EDCA. The books were seized without warrant by the
police and was thereafter turned over to EDCA’s possession. Spouses Santos then
sued for the recovery of the books. A writ of preliminary attachment was then issued.
MTC recognizes ownership of the Spouses Santos over the books. RTC and CA
sustained the decision. Thus, this petition.
ISSUE: Whether or not EDCA has been unlawfully deprived of the books because
the check issued by the impostor in payment therefor was dishonored?
HELD: NO. EDCA was not unlawfully deprived of the books.
A contract of sale is perfected upon meeting of minds of both parties and
the ownership of a thing shall be transferred upon actual or constructive delivery, unless
it is otherwise stipulated. Fraud and deceit render the contract voidable. The remedy
would be annulment or ratification. However, as long as no action is taken by the party
entitled, either that of annulment or of ratification, the contract of sale remains valid and
binding.
In the case at bar, actual delivery was made. Cruz acquired ownership
over the books which he could then validly transfer to the Spouse Santos. The fact that
he had not yet paid for them to EDCA was a matter between him and EDCA and did not
impair the title acquired by the private respondents to the books. The title of Cruz was
presumed under Article 559 by his mere possession of the books. Santos did not have
to go beyond that invoice.
Hence, the petition is denied. EDCA was not unlawfully deprived of the
ownership of the books and Spouses Santos were held to be have the ownership over
the books.