Toyota Shaw vs CA

FACTS:

Luna L. Sosa and his son, Gilbert, went to purchase a Toyota Lite Ace from the Toyota office at Shaw
Boulevard, Pasig (petitioner Toyota) on June 14, 1989 where they met Popong Bernardo who was a sales
representative of said branch. Sosa emphasized that he needed the car not later than June 17, 1989.
Bernardo assured Sosa that a unit would be ready for pick up on June 17 at 10:00 in the morning, and
signed the "Agreements Between Mr. Sosa & Popong Bernardo of Toyota Shaw, Inc.,” a document which
did not mention anything about the full purchase price and the manner the installments were to be
paid.

Sosa and Gilbert delivered the down payment of P100,000.00 on June 15, 1989 and Bernardo
accomplished a printed Vehicle Sales Proposal (VSP) No. 928 which showed Sosa’s full name and home
address, that payment is by "installment," to be financed by "B.A.," and that the "BALANCE TO BE
FINANCED" is "P274,137.00", but the spaces provided for "Delivery Terms" were not filled-up.

When June 17 came, however, petitioner Toyota did not deliver the Lite Ace. Hence, Sosa asked that his
down payment be refunded and petitioner Toyota issued also on June 17 a Far East Bank check for the
full amount of P100,000.00, the receipt of which was shown by a check voucher of Toyota, which Sosa
signed with the reservation, "without prejudice to our future claims for damages." Petitioner Toyota
contended that the B.A. Finance disapproved Sosa’s the credit financing application and further alleged
that a particular unit had already been reserved and earmarked for Sosa but could not be released due
to the uncertainty of payment of the balance of the purchase price. Toyota then gave Sosa the option to
purchase the unit by paying the full purchase price in cash but Sosa refused.

The trial court found that there was a valid perfected contract of sale between Sosa and Toyota which
bound the latter to deliver the vehicle and that Toyota acted in bad faith in selling to another the unit
already reserved for Sosa, and the Court of Appeals affirmed the said decision.

ISSUE:

W/N Sosa has any legal and demandable right to the delivery of the vehicle despite the nonpayment of
the consideration and the non-approval of his credit application by B.A. Finance

RULING:

No. In the agreement signed by Sosa and Toyota, nothing was mentioned about the full purchase price
and the manner the installments were to be paid. This Court had already ruled that a de6nite agreement
on the manner of payment of the price is an essential element in the formation of a binding and
enforceable contract of sale. This is so because the agreement as to the manner of payment goes into
the price such that a disagreement on the manner of payment is tantamount to a failure to agree on the
price. De6niteness as to the price is an essential element of a binding agreement to sell personal
property.

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Robern Development Corp vs People’s Landless Association

FACTS

l-Amanah owned a 2000-square meter lot. On December 12, 1992, Al-Amanah Davao Branch, thru its officer-in-
charge Febe O. Dalig (OIC Dalig), asked some of the members of PELA to desist from building their houses
on the lot and to vacate the same, unless they are interested to buy it. The informal settlers thus expressed their
interest to buy the lot at P100.00 per square meter, which Al-Amanah turned down for being far below its asking
price. Consequently, Al-Amanah reiterated its demand to the informal settlers to vacate the lot.

In a letter dated March 18, 1993, the informal settlers together with other members comprising PELA offered to
purchase the lot for P300,000.00, half of which shall be paid as down payment and the remaining half to be paid
within one year. In the lower portion of the said letter, Al-Amanah made the following annotation:

Subject offer has been acknowledged/received but processing to take effect upon putting up of the partial amt. of
P 150,000.00 on or before April 15, 1993.

By May 3, 1993, PELA had deposited P 150,000.00 as evidenced by four bank receipts. For the first
three receipts, the bank labelled the payments as "Partial deposit on sale of TCT No. 138914", while it noted the
4th receipt as "Partial/Full payment on deposit on sale of A/asset TCT No. 138914."

In the meantime, the PELA members remained in the property and introduced further improvements. On
November 29, 1993, Al-Amanah, thru Davao Branch Manager Abraham D. Ututalum-Al Haj, wrote
then PELA President Bonifacio Cuizon, Sr. informing him of the Head Office’s disapproval of PELA’s offer to
buy the said 2,000-square meter lot. On the other hand, PELA members claimed there was already a sale based on
the bank’s offer.

RTC: No, there is perfected sale between Al and PELA

CA: Yes, the subsequent receipt of the amounts totaling to 150k is an acceptance of the association’s offer to buy.

ISSUE:

W/N there was a perfected sale between Al and PELA.

RULING:

No. After scrutinizing the testimonial and documentary evidence in the records of the case, we find no
proof of a perfected contract of sale between Al-Amanah and PELA. The parties did not agree on the
price and no consent was given, whether express or implied. It is undisputed, and PELA even
acknowledges, that OIC Dalig made it clear that the acceptance of the offer, notwithstanding the
deposit, is subject to the approval of the Head Office.

In the case at bench, the transaction between AlAmanah and PELA remained in the negotiation stage.
The offer never materialized into a perfected sale, for no oral or documentary evidence categorically
proves that Al-Amanah expressed amenability to the offered P300,000.00 purchase price.

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Calimlim-Canullas V. Fortun

FACTS:

Petitioner Mercedes Calimlim-Canullas and Fernando Canullas were married in 1962, with 5 children,
and were living on a house situated on a land inherited by the latter. In 1978, Fernando abandoned his
family and lived with Corazon Daguines. In 1980, Fernando sold the house and lot to Daguines, who
initiated a complaint for quieting of title. Mercedes resisted, claiming that the house and lot were
conjugal properties, and the sale was null nad void for she had not consented thereto.

RTC of Pangasinan ruled in favor of the concubine granting lot and half of house toher. Real wife
Mercedes appealed.

ISSUE:

(1) whether or not the construction of a conjugal house on the exclusive property of the husband ipso
facto gave the land the character of conjugal property

(2) whether or not the sale of the lot together with the house and... improvements thereon was valid
under the circumstances surrounding the transaction.

RULING:

(1) Both the land and the building belong to the conjugal partnership but the conjugal partnership is
indebted to the husband for the value of the land. The spouse owning the lot becomes a creditor of the
conjugal partnership for the value of the lot, which value would be reimbursed at the liquidation of the
conjugal partnership. FERNANDO could not have alienated the house and lot to DAGUINES since
MERCEDES had not given her consent to said sale.

(2) The contract of sale was null and void for being contrary to morals and public policy. The sale was
made by a husband in favor of a concubine after he had abandoned his family and left the conjugal
home where his wife and children lived and from whence they derived their support. That sale was
subversive of the stability of the family, a basic social institution which public policy cherishes and
protects.

Maharlika Pub Corp v. Tagle

FACTS:

GSIS owned a parcel of land with a building and printing equipment in Paco, Manila. It was sold to
Maharlika in a Conditional Contract of Sale with the stipulation that if Maharlika failed to pay monthly
installments in 90 days, the GSIS would automatically cancel the contract. Because Maharlika failed to
pay several monthly installments, GSIS demanded that Maharlika vacate the premises. Even though
Maharlika refused to do so, the GSIS published an advertisement inviting the public to bid in a public

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auction. A day before the scheduled bidding, Adolfo Calica, the President of Maharlika, gave the GSIS
head office 2 checks worth 11,000 and a proposal for a compromise agreement. The GSIS General
Manager Roman Cruz gave a not to Maharlika saying “Hold Bidding. Discuss with me.” However, the
public bidding took place as scheduled and the property was subsequently awarded to Luz Tagle, the
wife of the GSIS Retirement Division Chief. Maharlika demanded that the sale be considered null and
void, as Mrs. Tagle should have been disqualified from bidding for the GSIS property. RTC and CA both
ruled that the Tagles were entitled to the property and Maharlika should vacate the premises.

ISSUE:

Whether or not Tagle are entitled to the property?

RULING:

NO. The sale to them was against public policy. First of all, the GSIS head office was stopped from
claiming that they did not give the impression to Maharlika that they were accepting the proposal for a
compromise agreement. The act of the general manager is binding on GSIS. Second, Article 1491 (4) of
the CC provides that public officers and employees are prohibited from purchasing the property of the
state or any GOCC or institution, the administration of which has been entrusted to them cannot
purchase, even at public or judicial auction, either in person or through the mediation of another. The
SC held that as an employee of the GSIS, Edilberto Tagle and his wife are disqualified from bidding on
the property belonging to the GSIS because it gives the impression that there was politics involved in the
sale. It is not necessary that actual fraud be shown, for a contract which tends to injure the public
service is void although the parties entered into it honestly and proceeded under it in good faith.

Directorof Lands vs. Ababa

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Philippine Trust Co v. Roldan

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Rubias v. Batiller

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Macariola v. Asuncion

FACTS
On August 6, 1968 Bernardita R. Macariola charged respondent Judge Elias B. Asuncion of the Court of
First Instance of Leyte, now Associate Justice of the Court of Appeals, with “acts unbecoming a judge
when the latter purchased a property which was previously the subject of litigation on which he
rendered decision. Respondent and his wife were also members of Traders Manufacturing and Fishing
Industries Inc. to which their shares and interests in said property were conveyed.

According to the petitioner, respondent allegedly violated Article 1491, par. 5, of the New Civil Code in
acquiring by purchase a portion of Lot No. 1184-E which was one of those properties involved in in a
case decided by him and that he likewise violated Article 14, par. 1 and 5 of the Code of Commerce,
Section 3, par. H, of R.A. 3019, Sec. 12, Rule XVIII of the Civil Service Rules, and Canon 25 of the Canons
of Judicial Ethics, by associating himself with the Traders Manufacturing and Fishing Industries, Inc., as a
stockholder and a ranking officer while he was a judge of the Court of First Instance of Leyte.

ISSUES
I. Whether or not respondent Judge violated Article 1491, paragraph 5, of the New Civil Code in
acquiring by purchase a portion of Lot No. 1184-E.
II. Whether or not respondent Judge violated paragraphs 1 and 5, Article 14 of the Code of Commerce
when he associated himself with the Traders Manufacturing and Fishing Industries, Inc.

RULING

NEGATIVE. [The Court] find that there is no merit in the contention of complainant that respondent
Judge Elias B. Asuncion violated Article 1491, paragraph 5, of the New Civil Code in acquiring by
purchase a portion of Lot No. 1184-E which was one of those properties involved in Civil Case No. 3010.
The prohibition in the aforesaid Article applies only to the sale or assignment of the property which is
the subject of litigation to the persons disqualified therein. In the case at bar, when the respondent
Judge purchased on March 6, 1965  a portion of Lot 1184-E, the decision in Civil Case No. 3010 which he
rendered on June 8, 1963  was already final because none of the parties therein filed an appeal; hence,
the lot in question was no longer subject of the litigation.
Finally, while it is. true that respondent Judge did not violate paragraph 5, Article 1491 of the New Civil
Code in acquiring by purchase a portion of Lot 1184-E which was in litigation in his court, it was,
however, improper for him to have acquired the same. He should be reminded of Canon 3 of the Canons
of Judicial Ethics which requires that: “A judge’s official conduct should be free from the appearance of
impropriety, and his personal behavior, not only upon the bench and in the performance of judicial
duties, but also in his everyday life, should be beyond reproach.”

II
NEGATIVE. Respondent Judge cannot be held liable under [paragraphs 1 and 5, Article 14 of the Code of
Commerce] because there is no showing that respondent participated or intervened in his
official  capacity in the business or transactions of the Traders Manufacturing and Fishing Industries, Inc.
In the case at bar, the business of the corporation in which respondent participated has obviously no
relation or connection with his judicial office. The business of said corporation is not that kind where
respondent intervenes or takes part in his capacity as Judge of the Court of First Instance.
It is [the Court’s] considered view that although [paragraphs 1 and 5, Article 14] is incorporated in the
Code of Commerce which is part of the commercial laws of the Philippines, it, however, partakes of the

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nature of a political law as it regulates the relationship between the government and certain public
officers and employees, like justices and judges.

Article 14 of the Code of Commerce partakes more of the nature of an administrative law because it
regulates the conduct of certain public officers and employees with respect to engaging in business:
hence, political in essence. It is significant to note that the present Code of Commerce is the Spanish
Code of Commerce of 1885, with some modifications made by the “Commission de Codificacion de las
Provincias de Ultramar,” which was extended to the Philippines by the Royal Decree of August 6, 1888,
and took effect as law in this jurisdiction on December 1, 1888.

Upon the transfer of sovereignty from Spain to the United States and later on from the United States to
the Republic of the Philippines, Article 14 of this Code of Commerce must be deemed to have been
abrogated because where there is change of sovereignty, the political laws of the former sovereign,
whether compatible or not with those of the new sovereign, are automatically abrogated, unless they
are expressly re-enacted by affirmative act of the new sovereign.

Likewise, in People vs. Perfecto  (43 Phil. 887, 897 [1922]), this Court stated that: “It is a general principle
of the public law that on acquisition of territory the previous political relations of the ceded region are
totally abrogated. ”

There appears no enabling or affirmative act that continued the effectivity of the aforestated provision
of the Code of Commerce after the change of sovereignty from Spain to the United States and then to
the Republic of the Philippines. Consequently, Article 14 of the Code of Commerce has no legal and
binding effect and cannot apply to the respondent, then Judge of the Court of First Instance, now
Associate Justice of the Court of Appeals.