https://dennieidea.wordpress.

com/2015/09/08/sps-luis-v-cruz-v-sps-alejandro-fernando-sr-g-r-
no-145470/

Sps. Luis V. Cruz v. Sps.

Alejandro Fernando, Sr.
(G.R. No. 145470)
G.R. No. 145470, December 9, 2005

Sps. Luis V. Cruz v. Sps. Alejandro Fernando, Sr.

FACTS:

Petitioners are occupants of the front portion of a property in Baliuag, Bulacan. In 1994,
respondents filed RTC a complaint for accion publiciana against petitioners, demanding the latter
to vacate the premises and pay the rentals.

Respondent alleged that prior to their acquisition of the property, the original owners, in a
Kasunduan, offered to sell the property to petitioners but the latter failed to purchase it, hence,
they were the ones who bought it.

Petitioners filed a motion to dismiss but the RTC dismissed it for lack of merit. They assert that the
Kasunduan is perfected contract of sale, hence, respondents are buyers in bad faith having bought
that portion of the property despite the knowledge of the prior sale to them.

However, the RTC ruled in favor of respondents. On appeal before the CA, the appelate court
affirmed the decision of the RTC. Hence, this present case.

ISSUE: Whether or not the said Kasunduan is a “mere offer to sell” or a “perfected contract of
sale”?

RULING:

The Court held No.

Under Article 1458 of the Civil Code, a contract of sale is a contract by which one of the
contracting prties obligates himself to transfer the ownership and to deliver a determinate thing,
and the other, to pay therefor a price certain in money or its equivalent.

Moreover, Article 1475 of the Code further provides that the 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.

In a contract of sale, the title to the property passess to the vendee upon the delivery of the thing
sold, as distinguished from a contract to sell where ownership is reserved in the vendor and is not
to pass to the vendee until the payment of the purchase price.

In the given case, the Kasunduan provides, among others, that the Gloriosos agreed to sell
petitioners a portion of the property and the right of way thereof. However, no agreement to the
manner of payment of purchase price was stated. Hence, the Kasunduan is a “mere offer to sell”
and not a contract of sale since the manner of payment of purchase price is an essential element
of a contract of sale.

Therefore, the Kasunduan is a contract to sell.