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Law On Sales Villanueva 2009 PDF
Law On Sales Villanueva 2009 PDF
CHAPTER 1
NATURE OF SALE
DEFINITION OF SALE
Article 1458 of the Civil Code defines “sale” as a contract
whereby one of the contracting parties (Seller) obligates himself
to transfer the ownership, and to deliver the possession, of a
determinate thing; and the other party (Buyer) obligates himself
to pay therefor a price certain in money or its equivalent.1
The Roman Law concept embodied in the old Civil Code2
that treated delivery of tangible property as the sole purpose of
sale has been modified under the present Article 1458, which
applies the common law concept of requiring the obligation to
transfer the ownership of the subject matter of the sale as a
principal obligation of the seller.
1
Alfredo v. Borras, 404 SCRA 145 (2003); Cruz v. Fernando, 477 SCRA 173 (2005);
Roberts v. Papio, 515 SCRA 346 (2007).
2
Art. 1445 of the old Civil Code.
3
Flancia v. Court of Appeals, 457 SCRA 224, 231 (2005), defines “ownership” as
“the independent and general power of a person over a thing for purposes recognized
by law and within the limits established thereby — aside form the jus utendi and the
jus abutendi inherent in the right to enjoy the thing, the right to dispose, or the jus
disponendi, is the power of the owner to alienate, encumber, transform and even destroy
the thing owned.”
1
2 LAW ON SALES
4
Acap v. Court of Appeals, 251 SCRA 30 (1995); Velarde v. Court of Appeals, 361
SCRA 56 (2001).
5
Art. 1165 of the Civil Code: “When what is to be delivered is a determinate thing,
the creditor . . . may compel the debtor to make the delivery. If the thing is indeterminate
or generic, he may ask that the obligation be complied with at the expense of the
debtor.”
6
Sec. 18(2), Art. III, 1987 Constitution.
7
Art. 1167, Civil Code.
8
Art. 1170, Civil Code.
NATURE OF SALE 3
9
263 SCRA 15 (1996).
10
See also Jovan Land, Inc. v. Court of Appeals, 268 SCRA 160 (1997); Quijada
v. Court of Appeals, 299 SCRA 695 (1998); Co v. Court of Appeals, 312 SCRA 528
(1999); Heirs of San Andres v. Rodriguez, 332 SCRA 769 (2000); Roble v. Arbasa, 362
SCRA 69 (2001); Peñalosa v. Santos, 363 SCRA 545 (2001); Polytechnic University of
the Philippines v. Court of Appeals, 368 SCRA 691 (2001); Katipunan v. Katipunan, 375
SCRA 199 (2002); Londres v. Court of Appeals, 394 SCRA 133 (2002); Manongsong
v. Estimo, 404 SCRA 683 (2003); Jimenez, Jr. v. Jordana, 444 SCRA 250 (2004); San
Lorenzo Dev. Corp. v. Court of Appeals, 449 SCRA 99 (2005); Yason v. Arciaga, 449
SCRA 458 (2005); Roberts v. Papio, 515 SCRA 346 (2007); Navarra v. Planters Dev.
Bank, 527 SCRA 562 (2007); Republic v. Florendo, 549 SCRA 527 (2008).
4 LAW ON SALES
11
Peñalosa v. Santos, 363 SCRA 545 (2001).
12
Mapalo v. Mapalo, 17 SCRA 114 (1966) and Rongavilla v. Court of Appeals, 294
SCRA 289 (1998), both consider the contract “void” even when they agreed that there
was no meeting of the minds on the price stated in the underlying instrument of sale.
Bagnas v. Court of Appeals, 176 SCRA 159 (1989), considers a simulated price or a
nominal price to give rise to a “void” contract of sale. Cabotaje v. Pudunan, 436 SCRA 423
(2004), considers the lack of consent by the owner of the property to bring about a “void”
sale.
13
302 SCRA 288 (1999).
14
Ibid, at p. 301.
15
Ibid, at p. 302. Reiterated in Firme v. Bukal Enterprises and Dev. Corp., 414
SCRA 190 (2003).
16
511 SCRA 444 (2006).
NATURE OF SALE 5
17
Jovan Land, Inc. v. Court of Appeals, 268 SCRA 160, 164 (1997); Dizon v. Court
of Appeals, 302 SCRA 288 (1999); Platinum Plans Phil., Inc. v. Cucueco, 488 SCRA 156
(2006); Manila Metal Container Corp. v. PNB, 511 SCRA 444 (2006); Roberts v. Papio,
515 SCRA 346 (2007).
18
Ang Yu Asuncion v. Court of Appeals, 238 SCRA 602 (1994); Toyota Shaw, Inc. v.
Court of Appeals, 244 SCRA 320 (1995); Limketkai Sons Milling, Inc. v. Court of Appeals,
250 SCRA 523 (1995); Jovan Land, Inc. v. Court of Appeals, 268 SCRA 160 (1997);
Province of Cebu v. Heirs of Rufina Morales, 546 SCRA 315 (2008).
19
San Miguel Properties Philippines v. Huang, 336 SCRA 737, 743 (2000).
6 LAW ON SALES
2. Consensual
Sale is consensual contract (as contrasted from solemn
and real contracts), since it is perfected by mere consent, at the
moment there is a meeting of the minds upon the thing which is
the object of the contract and upon the price.25
Buenaventura v. Court of Appeals,26 held that a sale over a
subject matter is not a real contract, but a consensual contract,
which becomes a valid and binding contract upon the meeting of
the minds as to the price. Once there is a meeting of the minds
as to the price, the sale is valid, despite the manner of its actual
payment, or even when there has been breach thereof. If the
real price is not stated in the contract, then the sale is valid but
subject to reformation; if there is no meeting of the minds as to
the price, because the price stipulated is simulated, then the
contract is void.27
Under Article 1475 of the Civil Code, from the moment of
perfection of the sale, the parties may reciprocally demand
performance, even when the parties have not affixed their
signatures to the written form of such sale,28 but subject to
the provisions of the law governing the form of contracts.29
Consequently, the actual delivery of the subject matter or
payment of the price agreed upon are not necessary components
to establish the existence of a valid sale;30 and their non-
25
Art. 1475, Civil Code. Balatbat v. Court of Appeals, 261 SCRA 128 (1996); Coronel
v. Court of Appeals, 263 SCRA 15 (1996); Xentrex Automotive, Inc. v. Court of Appeals,
291 SCRA 66 (1998); Laforteza v. Machuca, 333 SCRA 643 (2000); Londres v. Court of
Appeals, 394 SCRA 133 (2002); San Lorenzo Dev. Corp. v. Court of Appeals, 449 SCRA
99 (2005); Yason v. Arciaga, 449 SCRA 458 (2005); Ainza v. Padua, 462 SCRA 614
(2005); Cruz v. Fernando, 477 SCRA 173 (2005); Marnelgo v. Banco Filipino Savings and
Mortgage Bank, 480 SCRA 399 (2006); MCC Industries Sales Corp. v. Ssanyong Corp.,
536 SCRA 408 (2007); Castillo v. Reyes, 539 SCRA 193 (2007); Roberts v. Papio, 515
SCRA 346 (2007).
26
416 SCRA 263 (2003).
27
Ibid, at p. 271, citing VILLANUEVA, PHILIPPINE LAW ON SALES, p. 54 (1998).
28
Gabelo v. Court of Appeals, 316 SCRA 386 (1999); Province of Cebu v. Heirs of
Rufina Morales, 546 SCRA 315 (2008).
29
Co v. Court of Appeals, 312 SCRA 528 (1999). Also City of Cebu v. Heirs of
Candido Rubi, 306 SCRA 408 (1999); San Lorenzo Dev. Corp. v. Court of Appeals, 449
SCRA 99 (2005).
30
Alcantara-Daus v. de Leon, 404 SCRA 74 (2003); Buenaventura v. Court of
Appeals, 416 SCRA 263 (2003).
8 LAW ON SALES
31
Gabelo v. Court of Appeals, 316 SCRA 386 (1999); Alcantara-Daus v. de Leon,
404 SCRA 74 (2003); Buenaventura v. Court of Appeals, 416 SCRA 263 (2003), citing this
particular passage in VILLANUEVA, PHILIPPINE LAW ON SALES, p. 54 (1998).
32
Veterans Federation of the Philippines v. Court of Appeals, 345 SCRA 348
(2000).
33
286 SCRA 698 (1998).
34
Citing Art. 1475, Civil Code; Romero v. Court of Appeals, 250 SCRA 223
(1995).
35
Citing Aspi v. Court of Appeals, 236 SCRA 94 (1994).
36
Citing Olegario v. Court of Appeals, 238 SCRA 96 (1994).
37
286 SCRA 698, 712-713 (1998). Reiterated in Quijada v. Court of Appeals, 299
SCRA 695 (1998); Agasen v. Court of Appeals, 325 SCRA 504 (2000).
NATURE OF SALE 9
38
Villanueva v. Court of Appeals, 267 SCRA 89 (1997); Roberts v. Papio, 515
SCRA 346 (2007).
39
Peñalosa v. Santos, 363 SCRA 545 (2001).
40
Heirs of Ernesto Biona v. Court of Appeals, 362 SCRA 29 (2001).
41
Vda. de Ape v. Court of Appeals, 456 SCRA 193 (2005).
42
391 SCRA 90 (2002).
43
424 SCRA 147 (2004).
10 LAW ON SALES
44
Art. 1458, Civil Code; People v. Tan, 338 SCRA 330 (2000).
45
Art. 1191, Civil Code; see also Vda. De Quirino v. Palarca, 29 SCRA 1 (1969).
46
Agro Conglomerates, Inc. v. Court of Appeals, 348 SCRA 450 (2000). See also
Ong v. Court of Appeals, 310 SCRA 1 (1999); Mortel v. KASSCO, 348 SCRA 391 (2000);
Carrascoso, Jr. v. Court of Appeals, 477 SCRA 666 (2005). See also Vda. De Quirino v.
Palarca, 29 SCRA 1 (1969) as it pertains to an option contract.
47
Art. 1191, Civil Code.
48
Art. 1168, last paragraph, Civil Code; Almocera v. Ong, 546 SCRA 164 (2008).
49
Ibid.
50
Art. 1191, Civil Code.
NATURE OF SALE 11
simply choose not to proceed with the sale by offering also the
other party not to be bound by his own obligation; that each party
has the remedy of specific performance; and that rescission or
resolution cannot be enforced by defaulting party upon the other
party who is ready and willing to proceed with the fulfillment of
his obligation.51
Polytechnic University of the Philippines v. Court of Appeals,52
summed up the reciprocal and nominate nature of sale, thus:
“It is therefore a general requisite for the existence of a valid
and enforceable contract of sale that it be mutually obligatory,
i.e., there should be a concurrence of the promise of the vendor
to sell a determinate thing and the promise of the vendee to
receive and pay for the property so delivered and transferred.”53
Consequently, Carrascoso, Jr. v. Court of Appeals,54 held that
since a sale is constituted of reciprocal obligations, then “[t]he
right of rescission of a party to an obligation under Article 1191 is
predicated on a breach of faith by the other party who violates the
reciprocity between them.”
4. Onerous
Sale is an onerous contract, as distinguished from a
gratuitous contract, because it imposes a valuable consideration
as a prestation, which ideally is a price certain in money or its
equivalent.55
In Gaite v. Fonacier,56 the Court ruled that the stipulation in
a contract of sale on the payment of the balance of the purchase
price must be deemed to cover a suspensive period rather than a
condition since “there can be no question that greater reciprocity
obtains if the buyer’s obligation is deemed to be actually existing,
with only its maturity (due date) postponed or deferred, than if
such obligation were viewed as non-existing or not binding until
51
Almira v. Court of Appeals, 399 SCRA 351 (2003).
52
368 SCRA 691 (2001).
53
Ibid, at p. 705.
54
477 SCRA 666, 686 (2005).
55
Art. 1458, Civil Code.
56
2 SCRA 831 (1961).
12 LAW ON SALES
the ore was sold.”57 The Court held that the rules of interpretation
would incline the scales in favor of “the greater reciprocity of
interests,” since sale is essentially an onerous contract.
5. Commutative
Sale is a commutative contract, as distinguished from an
aleatory contract, because a thing of value is exchanged for equal
value, i.e., ideally the value of the subject matter is equivalent
to the price paid. Nevertheless, there is no requirement that the
price be equal to the exact value of the subject matter; all that is
required is for the seller to believe that what was received was of
the commutative value of what he gave.58
Again Gaite held that a sale is “normally commutative
and onerous: not only does each one of the parties assume a
correlative obligation (the seller to deliver and transfer ownership
of the thing sold, and the buyer to pay the price), but each party
anticipates performance by the other from the very start.”59 Gaite
recognized that although in a sale “the obligation of one party
can be lawfully subordinated to an uncertain event, so that the
other understands that he assumes the risk of receiving nothing
for what he gives (as in the case of a sale of hope or expectancy,
emptio spei), it is not in the usual course of business to do so;
hence, the contingent character of the obligation must clearly
appear.”60
Gaite therefore acknowledged that obligations in a sale can
be subordinated to a suspensive condition with the party fully
aware that “he assumes the risk of receiving nothing for what
he gives,” although such stipulation may seem to be contrary
to the commutative nature of a sale. This confirms the view that
although “commutativeness” is an essential characteristic of a
sale, the test for compliance therewith is not objective but rather
subjective; i.e., so long as the party believes in all honesty that he
is receiving good value for what he transferred, then it complies
57
Ibid, at p. 838.
58
Buenaventura v. Court of Appeals, 416 SCRA 263 (2003).
59
2 SCRA 831, 837 (1961).
60
Ibid.
NATURE OF SALE 13
61
Arts. 1355 and 1470, Civil Code; Ereñeta v. Bezore, 54 SCRA 13 (1973).
14 LAW ON SALES
62
Alarcon v. Kasilag, 40 O.G. Supp. 15, p. 203 (1940).
63
Art. 1470, Civil Code.
64
416 SCRA 263 (2003).
65
Ibid, at p. 272.
66
Titong v. Court of Appeals, 287 SCRA 102 (1998).
67
Equatorial Realty Dev., Inc. v. Mayfair Theater, Inc., 370 SCRA 56 (2001);
Alcantara-Daus v. de Leon, 404 SCRA 74 (2003).
68
404 SCRA 74 (2003).
69
251 SCRA 30, 38 (1995).
NATURE OF SALE 15
70
404 SCRA 683 (2003).
71
Cited in San Lorenzo Dev. Corp. v. Court of Appeals, 449 SCRA 99, 113 (2005).
72
Quoted or used verbatim in San Lorenzo Dev. Corp. v. Court of Appeals, 449
SCRA 99, 113 (2005) without acknowledgment given to the author.
73
Equatorial Realty Dev., Inc. v. Mayfair Theater, Inc., 370 SCRA 56 (2001). The
passage was quoted or used verbatim in San Lorenzo Dev. Corp. v. Court of Appeals, 449
SCRA 99, 114 (2005) without acknowledgment given to the author.
16 LAW ON SALES
74
Romero v. Court of Appeals, 250 SCRA 223 (1995); Lao v. Court of Appeals,
275 SCRA 237 (1997); Cavite Dev. Bank v. Spouses Cyrus Lim, 324 SCRA 346 (2000);
Santos v. Court of Appeals, 337 SCRA 67 (2000).
75
Santos v. Court of Appeals, 337 SCRA 67 (2000).
76
Lao v. Court of Appeals, 275 SCRA 237 (1997).
NATURE OF SALE 17
1. From Donation
Donation is an act of liberality whereby a person disposes
gratuitously of a thing or right in favor of another person, who
accepts it.78 Sale is essentially an onerous contract, whereas
donation is a gratuitous contract.79 A sale is perfected by mere
consent,80 whereas donation, being a solemn contract, although
consent is also required, must comply with the formalities
mandated by law for its validity.81
Knowing the distinctions between sale and donation is
important in situations where the consideration for the transfer or
alienation of a subject matter is not certain as to ensure that it is
valuable consideration to constitute a valid sale. As observed in
Manongsong v. Estimo,82 unlike in a donation by the decedent, a
valid sale cannot have the legal effect of depriving the compulsory
heirs of their legitimes: “As opposed to a disposition inter vivos by
lucrative or gratuitous title, a valid sale for valuable consideration
does not diminish the estate of the seller. When the disposition is
for valuable consideration, there is no diminution of the estate but
merely substitution of values, that is, the property sold is replaced
by the equivalent monetary consideration.”83
77
Santos v. Court of Appeals, 337 SCRA 67 (2000).
78
Art. 725, Civil Code.
79
Art. 725, Civil Code.
80
Art. 1457, Civil Code.
81
Arts. 745 to 749, Civil Code. For example, in the donation of movable, Article 748
allows an oral donation provided that there is a simultaneous delivery of the thing or of
the document representing the right donated; and if the value of the movable exceeds
55,000.00, then the acceptance must be in writing, otherwise the donation is void.
Under Article 749, the donation of an immovable must be in a public document, and the
acceptance may be in the same instrument or a separate public document, otherwise the
donation is void.
82
404 SCRA 683 (2003).
83
Ibid, at p. 695.
18 LAW ON SALES
2. From Barter
By barter or exchange, one of the parties binds himself to
give one thing in consideration of the other’s promise to give
84
Art. 1641, Civil Code.
85
Application of these principles may be seen in Carloz v. Romil, 20 Phil. 183
(1911), and Manalo v. De Mesa, 20 Phil. 496 (1911).
NATURE OF SALE 19
89
Art. 1639, Civil Code.
90
Art. 1640, Civil Code.
91
Art. 1403, Civil Code.
92
Art. 1622, Civil Code.
93
De Santos v. City of Manila, 45 SCRA 409 (1972).
NATURE OF SALE 21
price it received from bailing the hemp that it sold to its customers.
The seller contended that the charge for bailing is to be treated
not as part of the sale but as a charge for the service of bailing
the hemp.
Inchausti & Co. held that the distinction between a sale and
a contract for work, labor, and materials is tested by the inquiry of
whether the thing transferred is one not in existence and which
never would have existed but for the order of the party desiring
to acquire it, or a thing which would have existed and been the
subject of sale to some other person, even if the order had not
been given. In that case, the Court held that the hemp was in
existence in baled form before the agreements of sale were
made, or, at least, would have been in existence even if none
of the individual sales in question had been consummated; and
that it would have been baled, nevertheless, for sale to someone
else, since it was proven customary to sell hemp in bales.
Subsequently, Article 1467 of the Civil Code gave the
statutory rules in distinguishing a sale from a contract for a piece-
of-work, employing language similar to the Inchausti & Co. ruling,
thus:
101
Ibid, at p. 846.
102
159 SCRA 199 (1988).
NATURE OF SALE 25
103
64 SCRA 590 (1975).
104
Ibid, at p. 597.
105
Ibid.
26 LAW ON SALES
106
Ibid, at p. 598.
NATURE OF SALE 27
107
Reiterated in Engineering & Machinery Corp. v. Court of Appeals, 252 SCRA 156
(1996).
108
359 SCRA 91 (2001).
109
252 SCRA 156 (1996).
28 LAW ON SALES
110
Ibid, at p. 165.
111
Diño v. Court of Appeals, 359 SCRA 91 (2001).
NATURE OF SALE 29
b. Statutory Rule
Article 1466 of the Civil Code provides that “[i]n construing
a contract containing provisions characteristic of both the sale
and of the contract of agency to sell, the essential clauses of
the whole instrument shall be considered.” The Supreme Court
has identified what constitute the “essential clauses” to warrant a
conclusion as to the proper nature of the contract in issue.
In Quiroga v. Parsons,118 plaintiff Quiroga granted to
defendant Parsons the right to sell as an “agent” the “Quiroga
beds” in the Visayas. Parsons was obliged under the contract to
pay for the beds within a specified period after delivery even when
not yet sold, at a discount of 25% as commission for the sales.
Quiroga subsequently sought the rescission of the agreement
claiming that Parsons, as agent, had violated its obligation not
to sell the beds at higher prices than those of the invoices;
to open an establishment in Iloilo; to keep the beds on public
exhibition, and to pay for the advertisement expenses incurred;
and to order the beds in dozen and in no other manner. Except
for the ordering the beds in dozens, none of the other obligations
imputed to Parsons were expressly set forth in the contract to
serve as a basis for rescission based on substantial breach.
However, Quiroga insisted that Parsons was his agent, and that
said obligations were implied from the commercial agency or at
least were instructed and disobeyed; in other words, he invoked
the essential revocability of agency as his legal basis to rescind
the agreement.
116
Schmid and Oberly, Inc. v. RJL Martinez, 166 SCRA 493 (1988).
117
Art. 1891, Civil Code.
118
38 Phil. 501 (1918).
NATURE OF SALE 31
119
Ibid, at p. 505.
120
Ibid, at p. 506.
121
72 Phil. 402 (1941).
32 LAW ON SALES
recover the same under the premise that being only its agent,
any benefit or profit received from the transaction must inure to
Arco, as the principal.122
In construing that the underlying contract between Arco and
Puyat was not an agency to buy, but rather a sale, the Court
looked into the provisions of their contract, and found that the
letters between the parties clearly stipulated for fixed prices on
the equipment ordered, which “admitted no other interpretation
than that the respondent agreed to purchase from the petitioner
the equipment in question at the prices indicated which are fixed
and determinate.”123 The Court held that “whatever unforeseen
events might have taken place unfavorable to the defendant
(petitioner), such as change in prices, mistake in their quotation,
loss of the goods not covered by insurance or failure of the Starr
Piano Company to properly fill the orders as per specifications,
the plaintiff (respondent) might still legally hold the defendant
(petitioner) to the prices fixed.”124
The Court held that such stipulation “is incompatible with
the pretended relation of agency between the petitioner and the
respondent, because in agency, the agent is exempted from all
liability in the discharge of his commission provided he acts in
accordance with the instructions received from his principal.”125
Although under their agreement, Gonzalo Puyat & Sons was
entitled to receive 10% commission, the same did not necessarily
make it an agent, as the provision is only an additional price
which Arco bound itself to pay, and which stipulation was not
incompatible with the contract of purchase and sale.
Being a contract of sale and purchase, the Court also
did not sustain the allegation of fraud by Gonzalo Puyat &
Sons against Arco. Firstly, it held that “the contract is the law
between the parties and should include all the things they are
122
Art. 1891 of the Civil Code provides: “. . . Every agent is bound to render an
account of his transactions and to deliver to the principal whatever he may have received
by virtue of the agency, even though it may not be owing to the principal. Every stipulation
exempting the agent from the obligation to render an account shall be void.”
123
72 Phil. 402, 407 (1941).
124
Ibid.
125
Ibid.
NATURE OF SALE 33
the American company “at its own expense, was to keep the
consigned stock fully insured against loss or damage by fire or
as a result of fire, the policy of such insurance to be payable to it
in the event of loss.” Since insurable interest remained with the
American company, it clearly showed that ownership over the
goods was never transferred to Ker & Co., thus:
130
Ibid, at p. 530.
131
333 SCRA 663, (2000).
NATURE OF SALE 35
132
254 SCRA 170 (1996).
133
Art. 1245, Civil Code.
134
Philippine Lawin Bus Co. v. Court of Appeals, 374 SCRA 332 (2002); Yuson v.
Viton, 496 SCRA 540 (2007); Social Security System v. Atlantic Gulf and Pacific Co. of
Manila, 553 SCRA 677 (2008).
135
Art. 1245, Civil Code.
136
390 SCRA 380 (2002).
137
Reiterated in Technogas Phils. Mfg. Corp. v. PNB, 551 SCRA 183 (2008); Social
36 LAW ON SALES
Security System v. Atlantic Gulf and Pacific Co. of Manila, 553 SCRA 677 (2008).
138
413 SCRA 182 (2003).
139
Reiterated in Aquintey v. Tibong, 511 SCRA 414 (2006).
140
413 SCRA 182, 187 (2003).
141
197 SCRA 1 (1991).
NATURE OF SALE 37
142
374 SCRA 332 (2002).
143
See also Filinvest Credit Corp. v. Philippine Acetylene Co., Inc., 111 SCRA 421
(1982); Vda. De Jayme v. Court of Appeals, 390 SCRA 380 (2002).
144
Bank of Philippine Islands v. SEC, 541 SCRA 294 (2007).
145
Estanislao v. East West Banking Corp., 544 SCRA 369 (2008).
146
First Global Realty v. San Agustin, 377 SCRA 341 (2002).
147
553 SCRA 677 (2008).
38 LAW ON SALES
6. From Lease
In a contract of lease, the lessor binds himself to give to
another (the lessee) the enjoyment or use of a thing for a price
certain, and for a period which may be definite or indefinite.151
A conditional sale may be made in the form of a “lease with
option to buy” as a device to circumvent the provisions of the Recto
Law governing the sale of personal property on installments.152 It
may be stipulated in such contract that the lessee has the option
148
390 SCRA 380 (2002).
149
553 SCRA 677, at p. 686; underscoring supplied.
150
553 SCRA 677, at pp. 686-687.
151
Art. 1643, Civil Code.
152
Arts. 1484 and 1485, Civil Code.
NATURE OF SALE 39
153
178 SCRA 188 (1989).
40 LAW ON SALES
CHAPTER 2
PARTIES OF SALE
Discussions on the capacities of the parties to a sale tackle
the essential element of “consent” in contracts of sale. But unlike
discussions of consent as a “meeting of minds” that brings about
the perfection of a sale, the chapter focuses on the “integrity” or
“quality” of the consent of the parties to a sale, and thereby leads
into discussions on vitiation of consent, and the absolute and
relative incapacities of the parties to enter into a contract of sale.
1
Art. 37, Civil Code.
2
Art. 1489, Civil Code.
3
Art. 234, Family Code, as amended by Rep. Act No. 6809.
4
Art. 44(3), Civil Code.
5
Art. 37, Civil Code, defines “juridical capacity” as “the fitness to be the subject of
legal relations.”
6
Under Art. 46 of the Civil Code, juridical persons may acquire and possess property
of all kinds. Under Sec. 36(6) of the Corporation Code, all corporations are granted the
express power to purchase, receive, take or grant, hold, convey, sell and otherwise deal
with real and personal properties.
40
PARTIES OF A SALE 41
1. Necessaries
A minor is without legal capacity to give consent to a sale,
and since consent is an essential requisite of every contract, the
absence thereof cannot give rise to a valid sale;14 nonetheless,
the defective consent gives rise to a voidable sale, meaning “valid
until annulled.”
The Title on Sales in the Civil Code specifically provides
that although a minor is not capacitated to validly enter into a
sale, “[w]here necessaries are sold and delivered to a minor or
other person without capacity to act, he must pay a reasonable
7
Art. 1327, Civil Code.
8
Labagala v. Santiago, 371 SCRA 360 (2001).
9
Art. 1393, Civil Code.
10
Art. 1397, Civil Code.
11
Art. 1328, Civil Code.
12
Art. 3128, Civil Code, emphasis supplied.
13
Art. 1399, Civil Code.
14
Labagala v. Santiago, 371 SCRA 360 (2001).
42 LAW ON SALES
price therefore,”15 and the resulting sale is valid, and not merely
voidable.
“Necessaries,” are now defined by Article 194 of the Family
Code to cover “everything indispensable for sustenance, dwelling,
clothing, medical attendance, education and transportation, in
keeping with the financial capacity of the family ... [and education]
include[s] his schooling or training for some profession, trade or
vocation, even beyond the age of majority. Transportation shall
include expenses in going to and from school, or to and from
place of work.” Since sales cover only the obligation to deliver
a thing, the sale of “necessaries” considered valid under Article
1489 can only cover sales pertaining to sustenance, dwelling,
and clothing, and perhaps medicine and educational books and
materials.
In order for the sale of necessaries to minors to be valid,
and not merely voidable, two elements need to be present: (a)
perfection of the sale; and (b) delivery of the subject necessaries.
If there is only perfection at the time the case reaches litigation,
the sale of course is not void, but voidable for vice in consent,
and the rules on voidable contracts apply.
2. Emancipation
The rules on emancipation under Articles 234 to 236 of
the Family Code, have been rendered moot by Rep. Act No.
6809, which has lowered the age of majority to 18 years of age.
Consequently, the issue on the validity of sales entered into by
emancipated minors no longer exists.
Previously, under the Family Code, “emancipation takes
place by the attainment of majority ... [which] commences at
the age of twenty-one years.”16 In addition, it was provided that
emancipation also took place “(1) By marriage of the minor; or (2)
By the voluntarily emancipation by recording in the Civil Register
of an agreement in a public instrument executed by the parent
exercising parental authority and the minor at least eighteen
15
Art. 1489, Civil Code.
16
Art. 234, Family Code.
PARTIES OF A SALE 43
17
Art. 234, Family Code.
18
Art. 236, Family Code, which was repealed by Rep. Act No. 6809.
19
Arts. 2 and 5, Family Code.
20
367 SCRA 368 (2001).
44 LAW ON SALES
21
Ibid, at p. 380.
22
Ibid, at p. 380.
PARTIES OF A SALE 45
23
468 SCRA 717 (2005).
24
Ibid, at p. 734.
25
410 SCRA 97 (2003).
46 LAW ON SALES
ten years from the questioned transaction, bring an action for the
annulment of the contract on the entire property, and not just the
one-half portion that pertains to her share.
Under the present Family Code, common provisions apply
equally to both spouses, not only because the default rule is the
“absolute community of property regime,”26 but more so even
when the spouses chose under their marriage settlements to
be governed by the conjugal partnership of gains, the spouses
would still have joint administration of the conjugal properties.27
Under Article 73 of the Family Code, either spouse may
exercise any legitimate profession, occupation, business or
activity without the consent of the other; and the latter may
object only on valid, serious and moral grounds. In cases of
disagreements, the courts shall decide whether or not the
objection is proper, and make rulings on the benefits, depending
on whether the benefits had accrued to the family prior to the
objection or thereafter. The article also provides that if benefits
accrued prior to the objection, the resulting obligation shall be
enforced against the separate property of the spouse who has
not obtained consent; otherwise, the same shall be chargeable
against the community property, without prejudice to the
creditors who acted in good faith.
Under the Law on Sales, therefore, it would seem that a
spouse may, without the consent of the other spouse, enter into
sale transactions in the regular or normal pursuit of his or her
profession, vocation or trade. Nevertheless, under Articles 96
and 124 of the Family Code, the administration and enjoyment
of the community property or the conjugal property, as the case
may be, shall belong to both spouses jointly; and in case of
disagreement, the husband’s decision shall prevail, subject to the
wife seeking remedy from the courts, which must be availed of
within five (5) years from the date of the contract. In addition, the
disposition or encumbrance of community property or conjugal
property, as the case may be, shall be void without authority of
the court or the written consent of the other spouse. In such a
26
Art. 75, Family Code.
27
Art. 124, Family Code.
PARTIES OF A SALE 47
28
Art. 96, Family Code.
29
Guiang v. Court of Appeals, 291 SCRA 372 (1998).
30
Abalos v. Macatangay, Jr., 439 SCRA 64 (2004).
48 LAW ON SALES
31
Uy Sui Pin v. Cantollas, 70 Phil. 55 (1940); Medina v. Collector, 1 SCRA 302
(1961).
32
Modina v. Court of Appeals, 317 SCRA 696 (1999).
33
Ibid.
34
Medina v. Collector of Internal Revenue, 1 SCRA 302 (1961).
35
1 SCRA 302 (1961).
PARTIES OF A SALE 49
36
Matabuena v. Cervantes, 38 SCRA 284 (1971).
50 LAW ON SALES
37
Manonsong v. Estimo, 404 SCRA 683 (2003), used this same reasoning in
distinguishing the difference in effect between a sale and donation on the legitimes of
forced heirs.
PARTIES OF A SALE 51
39
Ibid, at pp. 287-288.
40
Ibid, at p. 288.
41
129 SCRA 675 (1984).
54 LAW ON SALES
47
20 Phil. 340 (1911).
48
Citing Manresa Vol. 10, p. 108.
49
Ibid, at p. 343.
50
53 Phil. 147 (1929).
51
51 SCRA 120 (1973).
PARTIES OF A SALE 57
52
Supra, at p. 133.
53
Supra, at pp. 133-134.
54
Supra, at p. 135.
55
Supra, at pp. 130-131.
58 LAW ON SALES
56
Ibid., at pp. 135-136.
PARTIES OF A SALE 59
to the same subject matter and the same price, or it would require
in addition the payment of a new price or consideration as part
of the new meeting of the minds when the inhibition no longer
prevails. These are issues yet to be addressed by the Court.
57
Supra, at p. 136 quoting from TOLENTINO, Vol. IV, pp. 578-579.
58
Idem.
59
Philippine Trust Co. v. Roldan, 99 Phil. 392 (1956).
60 LAW ON SALES
2. Agents
“Brokers” do not come within the coverage of the prohibition
as their authority consist merely in looking for a buyer or a seller,
and to bring the former and the latter together to consummate the
transaction; therefore, they are not prohibited to buy for themselves.
As held in Schmid & Oberly v. RJL Martinez Fishing Corp.,61 “[a]
broker is generally defined as one who is engaged, for others, on
a commission, negotiating contracts relative to property with the
custody of which he has no concern; the negotiation between other
parties, never acting in his own name but in the name of those who
employed him; he is strictly a middleman and for some purpose
the agent of both parties. ... A broker is one whose occupation it
is to bring parties together to bargain, or to bargain for them, in
matters of trade, commerce or navigation.”62
60
Modina v. Court of Appeals, 317 SCRA 696, 707 (1999): “This does not constitute
an interference or review of the order of a co-equal court since the probate court has
no jurisdiction over the question of title to subject properties. Consequently, a separate
action may be brought to determine the question of ownership.”
61
166 SCRA 493 (1988).
62
Ibid, at p. 501, quoting from Behn, Meyer and Co., Ltd. v. Nolting and Garcia, 35
Phil. 274, 279-80 (1916).
63
99 Phil. 392 (1956).
PARTIES OF A SALE 61
64
60 Phil. 13 (1934).
65
60 Phil. 13 (1934).
62 LAW ON SALES
5. Attorneys
Valencia v. Cabanting,70 explained the reason for the
disqualification as it applies to lawyers in this wise: “Public
policy prohibits the transactions in view of the fiduciary
relationship involved. It is intended to curtail any undue influence
of the lawyer upon his client. Greed may get the better of the
sentiments of loyalty and disinterestedness. Any violation of this
prohibition would constitute malpractice ... and is a ground for
suspension.”71
67
35 Phil. 81 (1916).
68
114 SCRA 77 (1982).
69
Ibid, at p. 92, citing The Director of Lands v. Ababa, 88 SCRA 513, 519 (1979).
See also Rosario Vda. de Laig v. Court of Appeals, 86 SCRA 641, 646 (1978).
70
196 SCRA 302 (1991).
71
Ibid, at p. 307, citing In re Attorney Melchor Ruste, 40 O.G. p. 78; Beltran v.
Fernandez, 70 Phil. 248 (1940).
64 LAW ON SALES
83
195 SCRA 28 (1991).
84
Ibid, at p. 35.
85
Ibid, at pp. 35-36, citing Ulanday v. Manila Railroad Co., 45 Phil. 540. (1923).
PARTIES OF A SALE 67
to-toe who are both handicapped, so that one cannot rightly say
that the other occupies a superior or advantageous position as to
the other: the client is disadvantaged by the fact that he must rely
on the lawyer for the legal assessment of the case and the legal
battle that must be fought; and the lawyer, by the fact that he is
actually taking a risk since by the contingent fee arrangement
he really would get nothing for all his efforts and trouble, by the
loss of the case. It may be a case of two handicapped persons
venturing together into the unknown, or at least the uncertain.
Also the Court is faced with a public policy issue of allowing
pauper litigants to be ably represented before the courts for
their just claims. Without a contingency fee arrangement, even
one that grants to the lawyer a proprietary claim on the subject
matter of litigation, many otherwise meritorious causes of action
would never find competent legal representation. As Ababa held:
“Contracts of this nature are permitted because they redound to
the benefit of the poor client and the lawyer ‘especially in cases
where the client has meritorious cause of action, but no means
with which to pay for legal services unless he can, with the
sanction of law, make a contract for a contingent fee to be paid
out of the proceeds of the litigation.’”86 But even that reasoning
only supports a contingency fee arrangement in general, and
does not justify a particular contingency fee arrangement that
directly grants to the lawyer proprietary interests in the property
subject of litigation. Indeed, the same public policy can still be
achieved by allowing contingency fee arrangement that allows
the lawyer a percentage of the “value” of the property in litigation,
which is essentially still a monetary claim with the property
subject of litigation not being sold or assigned to the lawyer, but
as a measure to determine the value of the attorney’s fee.
In addition, the Court deems itself solicitous when it comes
to contingency fee arrangement, since lawyers are officers of the
courts, whose actuations are always subject to court supervision,
and that contingency fee arrangement are not just contracts, and
are always subject to the courts’ discretionary review to ensure
that clients are protected from over-bearing lawyers. As held
86
Supra, at p. 525.
PARTIES OF A SALE 69
87
Supra, at p. 37.
88
Supra, at p. 525.
70 LAW ON SALES
CHAPTER 3
SUBJECT MATTER
REQUISITES OF VALID SUBJECT MATTER
A valid contract of sale would result from the meeting of the
minds of the parties on a subject matter that has at the time of
perfection the following requisites:
(a) It must be existing,1 having potential exis-
tence,2 a future thing,3 or even contingent4
or subject to a resolutory condition;5 in other
words, it must be a “POSSIBLE THING;”
(b) It must be LICIT;6 and
(c) It must be DETERMINATE or at least
DETERMINABLE.7
1
Art. 1462, Civil Code.
2
Art. 1461, Civil Code.
3
Art. 1462, Civil Code; also Art. 1347 of the Civil Code.
4
Art. 1462, Civil Code.
5
Art. 1465, Civil Code.
6
Art. 1459, Civil Code.
7
Art. 1460, Civil Code.
70
SUBJECT MATTER 71
9
Art. 1184, Civil Code.
10
50 Phil. 512 (1927).
11
111 SCRA 34 (1981).
12
286 SCRA 722 (1998).
76 LAW ON SALES
b. Emptio Spei
Although the second paragraph of Article 1461 states
that “[t]he efficacy of the sale of a mere hope or expectancy is
deemed subject to the condition that the thing will come into
existence,” it should be noted that such condition does not really
refer to emptio spei, but rather to emptio rei speratae. The only
condition for a sale of hope to be a valid contract is provided by
the last paragraph of Article 1461: that the sale of a vain hope or
expectancy is void, affirming the requisite of “possibility” of the
subject matter as contrasted from an impossible subject matter.
An example of emptio spei is the sale of a sweepstakes
ticket, for say 5100.00, where the buyer purchases the ticket
with the hope that upon the draw the ticket would win him, say a
million pesos. The object of the sale is not the prize, but rather
the ticket, or the chance to win; if the ticket does not win, the sale
is still valid, and the buyer has no right to recover the amount
paid for the ticket.
Emptio spei typifies a situation where the commutative nature
of a contract of sale seems not to be complied with; thus, for say
5100.00, by buying a ticket, one may be able to win a million
pesos. Is that not the same consideration when, say for a 5100.00
bet, a player throws a pair of dice in the hope that the resulting
combination would win for him all bets placed on the table?
they have received.” This default rule will thus preserve the
commutative nature of sale.
In determining how restitution could best be achieved be-
tween the parties, Article 1187 provides that “The effect of a con-
ditional obligation to give, once the condition has been fulfilled,
shall retroact to the day of the constitution of the obligation.
Nevertheless, when the obligation imposes reciprocal prestations
upon the parties, the fruits and interest during the pendency of the
condition shall be deemed to have been mutually compensated.”
The ruling in Gaite v. Fonacier,13 should also be considered
where it held that a contract of sale being an onerous and
commutative contract, that the rules of interpretation would incline
the scales in favor of “the greatest reciprocity of interests,” and
unless the stipulation is clear, a clause should be interpreted as
a term rather than as a condition.
Subjecting the object of sale (i.e., the obligation of the
seller to deliver) to either a suspensive or a resolutory condition
does not undermine the commutative nature of a contract of
sale, essentially because the existence of such a condition has
tempered the amount of the consideration or price that could be
demanded from the buyer. In other words, under a free-market
system, sellers and buyers dealing at arms length have their
own methods to properly price things, including an object of sale
subject to a condition.
13
2 SCRA 830 (1961).
78 LAW ON SALES
22
Acap v. Court of Appeals, 251 SCRA 30, 39 (1995).
23
Rep. Act No. 6425.
24
Sec. 7, Act No. 2590.
25
Sec. 1, Act No. 3983.
26
Rep. Act No. 1288.
27
Sec. 1, Rep. Act No. 428.
28
Sec. 1, Act No. 2255.
29
Pres. Decree No. 9.
30
Sec. 145, Revised Adm. Code; Rep. Act No. 4252.
31
Alonso v. Cebu Country Club, Inc., 375 SCRA 390 (2002); Liao v. Court of
Appeals, 323 SCRA 430 (2000).
32
299 SCRA 695 (1998).
80 LAW ON SALES
37
Art. 1460, Civil Code.
38
23 SCRA 477 (1968).
82 LAW ON SALES
39
332 SCRA 769 (2000).
40
313 SCRA 63 (1999).
SUBJECT MATTER 83
41
28 SCRA 231 (1969).
84 LAW ON SALES
parties. The defect in the final deed would not work to invalidate
the contract where all the essential elements for its validity are
present and can be proven.
The doctrine that “one sell or buys real property as he sees
it, in its actual setting and by its physical metes and bounds, and
not by the mere lot number assigned to it in the certificate of title,”
has been reiterated in Londres v. Court of Appeals,42 and presents
a clear contemporary exception to the almost sacrosanct doctrine
under the Torrens system that the public can deal with registered
land exclusively on the basis of the title thereto.
42
94 SCRA 133 (2002).
SUBJECT MATTER 85
43
171 SCRA 131 (1989).
86 LAW ON SALES
46
Ibid, at p. 722.
88 LAW ON SALES
47
29 Phil. 384 (1915).
SUBJECT MATTER 89
48
PARAS, CIVIL CODE OF THE PHILIPPINES ANNOTATED, Vol. IV (1994 ed.), at p. 375.
90 LAW ON SALES
49
Art. 1464, Civil Code.
50
Art. 1464, Civil Code.
51
2 SCRA 831 (1961).
52
Ibid, at p. 840.
53
Republic v. NLRC, 244 SCRA 564 (1995).
SUBJECT MATTER 91
that such sale would not be set aside unless it is made to appear
that a larger sum could have been realized from a sale in parcels
or that a sale of less than the whole would have been sufficient
to satisfy the debt.
54
409 SCRA 438 (2003).
55
Alcantara-Daus v. de Leon, 404 SCRA 74 (2003).
56
Art. 1459, Civil Code; Heirs of Severina San Miguel v. Court of Appeals, 364
SCRA 523 (2001).
57
Art. 1462, Civil Code.
92 LAW ON SALES
had, unless there is estoppel on the part of the owner;58 but this
pertains only to the consummation stage of the sale and does not
affect the validity of the contract itself.
Hilltop v. Villacorta,59 held that a contract of sale cannot be
declared null and void for failure of the seller to reveal the fact
that it was not the owner of the property sold.
Esguerra v. People,60 held that the sale of copra for future
delivery does not make the seller liable for estafa for failing
to deliver because the contract is still valid and the obligation
becomes civil and not criminal.
Mananzala v. Court of Appeals,61 recognized that the sale of
a lot by a seller who is yet to acquire full ownership thereof from
a government agency was still a valid sale since it involved the
sale of a future thing.
a. Conflicting Rulings
Lately, however, in Nool v. Court of Appeals,62 the Court held
that sale by one who is not the owner of the subject matter is
void, and consequently, the right to repurchase attached to the
sale would also be void. The Court held that although a situation
(where the sellers were no longer owners) does not appear to be
one of the void contracts enumerated in Article 1409 of the Civil
Code, and under Article 1402 the Civil Code itself recognizes a
sale where the goods are to be “acquired x x x by the seller after
the perfection of the contract of sale” clearly implying that a sale
is possible even if the seller was not the owner at the time of sale,
provided he acquires title to the property later on, nevertheless
it held —
58
Art. 1505, Civil Code.
59
13 CAR 113 (1968).
60
108 Phil. 1078 (1960).
61
286 SCRA 722 (1998).
62
276 SCRA 149 (1997).
SUBJECT MATTER 93
64
240 SCRA 78 (1995).
65
Citing Azcona v. Reyes, 59 Phil. 446 (1934); Coronel v. Ona, 33 Phil. 456
(1916).
66
240 SCRA 78, 88.
67
299 SCRA 695 (1998).
SUBJECT MATTER 95
68
Ibid, at p. 696.
69
324 SCRA 346 (2000).
96 LAW ON SALES
—oOo—
70
299 SCRA 695 (1998).
97
CHAPTER 4
1
320 SCRA 428 (1999).
2
Ibid, at p. 428.
3
368 SCRA 691 (2001).
4
271 SCRA 605 (1997).
97
98 LAW ON SALES
MEANING OF “PRICE”
“Price” signifies the sum stipulated as the equivalent of the
thing sold and also every incident taken into consideration for the
fixing of the price put to the debit of the buyer and agreed to by
him.6
A seller cannot unilaterally increase the price previously
agreed upon with the buyer, even when the need to adjust the
price of sale is due to increased construction cost;7 otherwise, it
would be a violation of the essential characteristic of “obligatory
force”8 of contracts of sale.
In the same manner, buyer could not unilaterally withdraw
from a valid sale on the ground that the interest rate of 24% set
on the payment of the price on installments was odious.9
5
Ibid, at p. 607.
6
Inchausti & Co. v. Cromwell, 20 Phil. 345 (1911).
7
Government Service Insurance v. Court of Appeals, 228 SCRA 183 (1993).
8
Art. 1308, Civil Code.
9
Bortikey v. AFP Retirement and Separation Benefits System, 477 SCRA 511
(2005).
10
Art. 1471, Civil Code.
11
Arts.1458 and 1468, Civil Code.
PRICE AND OTHER CONSIDERATION 99
12
Art. 1458, Civil Code.
13
363 SCRA 545 (2001).
14
Yu Bun Guan v. Ong, 367 SCRA 559 (2001).
100 LAW ON SALES
15
Art. 1471, Civil Code.
16
Heirs of Spouses Balite v. Lim, 446 SCRA 54, 67 (2004).
17
Suntay v. Court of Appeals, 251 SCRA 430 (1995).
18
Ibid, at p. 432.
19
Labagala v. Santiago, 371 SCRA 360 (2001).
20
Perez & Co. v. Flores, 40 Phil. 921 (1920); Vda. de Catindig v. Heirs of Catalina
Roque, 74 SCRA 83 (1976); Ladanga v. Court of Appeals, 131 SCRA 361 (1984);
Montecillo v. Reynes, 385 SCRA 244 (2002).
PRICE AND OTHER CONSIDERATION 101
21
Modina v. Court of Appeals, 317 SCRA 696 (1999).
22
Yu Bun Guan v. Ong, 367 SCRA 559 (2001).
23
Article 1359 of the Civil Code provides that “When, there having been a meeting
of the minds of the parties to a contract, their true intention is not expressed in the
instrument purporting to embody their agreement . . . one of the parties may ask for the
reformation of the instrument to the end that such true intention may be expressed.”
24
Macapagal v. Remorin, 458 SCRA 652 (2005).
25
Heirs of Spouses Balite v. Lim, 446 SCRA 56 (2004).
26
Ibid, at p. 67.
27
Spouses Doromal, Sr. v. Court of Appeals, 66 SCRA 575 (1975).
28
17 SCRA 114 (1966).
102 LAW ON SALES
their registered land although they were told that they were
signing a donation for the eastern half of said property in favor of
the brother. Although the deed of sale stated a consideration of
5500.00, no such consideration was paid.
On the issue over the western part of the land which was
never intended to be conveyed by the spouses, the Court
differentiated between a contract that had no consideration from
one which merely contained a false consideration. It ruled that
according to Manresa, what is meant by a contract that states a
false consideration is one that has in effect a real consideration
but the same is not the one stated in the document. In Mapalo,
aside from the false consideration of 5500.00, there was no real
consideration as to the western half of the property; therefore, the
contract was one with no consideration and not one that merely
states a false consideration. It was void, and its inexistence
was permanent and incurable and could not be subject of
prescription.
Similar is the decision in Rongavilla v. Court of Appeals,29
where the Court held that when two aged ladies, not versed
in English, were made to sign a Deed of Absolute Sale on the
representation by the buyer that the document was merely to
evidence their lending of money, the situation constituted more
than just fraud and vitiation of consent to give rise to a voidable
contract, since there was in fact no intention to enter into a sale,
there was no consent at all, and there was no consideration or
price agreed upon, which made the contract void.
29
294 SCRA 289 (1998).
30
Peñalosa v. Santos, 363 SCRA 545 (2001).
PRICE AND OTHER CONSIDERATION 103
38
Ibid, at p. 140. Reiterated in Bravo-Guerrero v. Bravo, 465 SCRA 244 (2005).
39
281 SCRA 176 (1997).
40
Ibid, at p. 188. Reiterated in Soliva v. The Intestate Estate of Marcelo M. Villalba,
417 SCRA 277 (2003).
41
Gil v. Court of Appeals, 411 SCRA 18 (2003); Soliva v. The Intestate Estate
of Marcelo M. Villalba, 417 SCRA 277 (2003); Blas v. Angeles-Hutalla, 439 SCRA 273
(2004); Carrascoso, Jr. v. Court of Appeals, 477 SCRA 666 (2005).
42
385 SCRA 244 (2002); also Peñalosa v. Santos, 363 SCRA 545 (2001).
PRICE AND OTHER CONSIDERATION 105
The ruling of the Court would mean that when the deed of
sale declares that the price has been paid, when in fact it has
never been paid, that would be considered a “badge of simulation”
and would render the contract void.
43
Ibid, at p. 256.
44
367 SCRA 559 (2001).
45
290 SCRA 463 (1998).
106 LAW ON SALES
Early on, Perez & Co. v. Flores,48 held that a sale is null
and void and produces no effect whatsoever where the same is
without cause or consideration in that the purchase price which
appears thereon as paid has in fact never been paid by the
purchaser to the vendor.49 The essence of the ruling is that there
was never any real price agreed upon, and the failure to delivery
the price was one of the indications to show its simulation.
48
40 Phil. 921 (1920).
49
Ibid, at pp. 941-942, but quoted from syllabus at p. 921.
50
176 SCRA 159 (1989).
51
Vol. 8, 3rd ed., pp. 59-60.
52
176 SCRA 159, 166 (1989).
53
102 Phil. 960 (1958).
108 LAW ON SALES
58
Article 1354 provides: “Although the cause is not stated in the contract, it is
presumed that it exists and is lawful, unless the debtor proves the contrary.”
59
Ibid, at p. 136.
60
176 SCRA 159 (1989).
PRICE AND OTHER CONSIDERATION 111
61
Ibid, at pp. 166-167.
62
55 O.G. 8682 (1959).
112 LAW ON SALES
63
Art. 1473, Civil Code.
64
26 Phil. 200 (1913).
PRICE AND OTHER CONSIDERATION 113
68
Arts. 1458 and 1460, Civil Code.
69
Art. 1460, Civil Code.
70
Lawyer’s Cooperative v. Tabora, 13 SCRA 762 (1965).
71
Art. 1472, Civil Code.
115
d. Effect of Unascertainability
Where the price cannot be determined in accordance with
any of the preceding rules, or in any other manner, the contract
of sale is inefficacious.74
Note that the law does not use the term “void,” because of
the implied acknowledgment that the existence of the formula
allowed by law at the point of perfection has actually rendered a
contract valid albeit conditional, which cannot be rendered void
by what happens after perfection.
72
McCullough v. Aenlle, 3 Phil. 285 (1904).
73
Mitsui v. Manila, 39 Phil. 624 (1919).
74
Art. 1474, Civil Code.
75
Development Bank of the Philippines v. Court of Appeals, 344 SCRA 492
(2000).
76
Edrada v. Ramos, 468 SCRA 597 (2005); Cruz v. Fernando, Sr., 477 SCRA 173
(2005); Manila Metal Container Corp. v. PNB, 511 SCRA 444 (2006); Navarra v. Planters
Dev. Bank, 527 SCRA 562 (2007).
77
Marnelego v. Banco Filipino Savings and Mortgage Bank, 480 SCRA 399 (2006).
116 LAW ON SALES
83
Reiterated in Limketkai Sons Milling, Inc. v. Court of Appeals, 255 SCRA 626
(1996); Uraca v. Court of Appeals, 278 SCRA 720 (1997); Co v. Court of Appeals, 286
SCRA 76 (1998).
84
146 SCRA 158 (1986).
85
336 SCRA 737 (2000).
118 LAW ON SALES
86
477 SCRA 173 (2005).
87
344 SCRA 492 (2000).
PRICE AND OTHER CONSIDERATION 119
88
Art. 1474, Civil Code.
89
295 SCRA 677 (1998).
90
424 SCRA 147 (2004).
120 LAW ON SALES
91
BAVIERA, SALES, published by U.P. Law Center (1981 ed.), at p. 50.
92
50 Phil. 387 (1927).
93
Ibid, at pp. 397-398.
122 LAW ON SALES
There are two important points that can be drawn from the
foregoing, thus:
(a) The doctrine is based on the principle of
unjust enrichment directed against the buyer
who is not allowed to retain the subject
matter of the sale without being liable to pay
the price even when no such agreement on
the price was previously made; and
(b) The doctrine applies even when there
is a “no contract” situation because of
no meeting of the minds as to the price,
although there was a meeting of the minds
as to the subject matter, and may also apply
to void sale contract situation where the
defect is as to the price.
The other important conclusion to be drawn from the
background material on Article 1474 is that it is actually meant to
cover all sale contract situations where there must have been at
least a meeting of the minds or an agreement to buy and sell the
94
TOLENTINO, CIVIL CODE OF THE PHILIPPINE (1959 ed.) Vol. V, at pp. 13-14, citing Standard
Coal Co. v. Stewart, 269 Pac. 1014; Caskey v. William, 227 Ky. 73, 11 S.W. (2nd) 991;
Ross-Meehan Foundaries v. Nashville Bridge Co., 149 Tenn. 693, 261 S.W. 674.
PRICE AND OTHER CONSIDERATION 123
96
146 SCRA 158 (1986).
97
Ibid, at p. 165.
98
244 SCRA 320 (1995).
126 LAW ON SALES
99
Ibid, at p. 328.
100
357 SCRA 209 (2001).
101
263 SCRA 15 (1996).
102
300 SCRA 722 (1998).
PRICE AND OTHER CONSIDERATION 127
103
Ibid, at p. 738.
104
291 SCRA 66 (1998).
128 LAW ON SALES
105
313 SCRA 63 (1999).
106
444 SCRA 61 (2003).
107
349 SCRA 363 (2001).
PRICE AND OTHER CONSIDERATION 129
INADEQUACY OF PRICE
Under Article 1355 of the Civil Code, which governs
contracts in general, and except in cases specified by law, it is
provided that lesion or inadequacy of cause shall not invalidate a
contract, unless there has been fraud, mistake or undue influence.
Specifically, Article 1470 on contracts of sale, provides that “gross
inadequacy of price does not affect a contract of sale, except as
it may indicate a defect in the consent, or that the parties really
intended a donation or some other act or contract.”109
In one case,110 the Court held that there is gross inadequacy
in price if a reasonable man will not agree to dispose of his
property at that amount.
Alarcon v. Kasilag,111 held that “the hardness of the bargain
or the inadequacy of the price is not sufficient ground for the
cancellation of a contract otherwise free from invalidating
defects.” Recently, Bautista v. Court of Appeals,112 reiterated that
the mere inadequacy of the price does not affect the validity of the
sale when both parties are in a position to form an independent
judgment concerning the transaction, unless fraud, mistake, or
undue influence indicative of a defect in consent is present.
Although sale is an onerous and commutative contract,
there is no requirement that the price given should be exactly
the value of the subject matter delivered. Requiring a one-to-one
correspondence between the value of the subject property and
the price is difficult, and would leave no room for bargaining and
discounts. As was discussed previously, the characteristic that
the contract of sale is onerous is met whenever the consideration
108
Ibid, at p. 379.
109
See also Ereñeta v. Bezore, 54 SCRA 13 (1973).
110
Dorado Vda. De Delfin v. Dollota, 542 SCRA 397 (2008).
111
40 O.G. Supp. 15, p. 203 (1940).
112
436 SCRA 141 (2004).
130 LAW ON SALES
113
35 Phil. 769 (1916).
114
Ibid, at pp. 787-788.
115
15 SCRA 306 (1965).
116
Lagunzad v. Soto Vda. De Gonzales, 92 SCRA 476 (1979); Clarin v. Rulona,
127 SCRA 512 (1984).
PRICE AND OTHER CONSIDERATION 131
117
Babasa v. Court of Appeals, 290 SCRA 532 (1998).
118
465 SCRA 244 (2005).
119
Ibid at p. 261. See also Loyola v. Court of Appeals, 326 SCRA 285 (2000).
132 LAW ON SALES
3. Judicial Sale
Gross inadequacy of price may avoid judicial sale of real
property. The difference in ruling for judicial sale is because the
contract of sale is not the result of negotiations and bargaining; in
fact, the property of the supposed seller would be sold at public
auction without his intervention. In such a case, the courts must
be allowed to come in to protect the supposed seller from a bad
bargain that is really not of his own doing.
However, for a judicial sale to be set aside on the ground
of inadequacy of price, the inadequacy must be such as to be
shocking to the conscience of man.120 In addition, there must
be showing that, in the event of a resale, a better price can be
obtained.121 But even if the foregoing requisites are shown, a
judicial sale will not be set aside by the court when there is a
right of redemption, since the more inadequate the winning bid
at public sale, the more easily it is for the owner to redeem the
property.122 In this case, the proper remedy is not rescission, but
to exercise the right of redemption.
120
Pascua v. Simeon, 161 SCRA 1 (1988). Reiterated in Cometa v. Court of
Appeals, 351 SCRA 294 (2001); Acabal v. Acabal, 454 SCRA 555 (2005).
121
Cu Bie v. Court of Appeals, 15 SCRA 307 (1965); Tayengco v. Court of Appeals,
15 SCRA 306 (1965).
122
De Leon v. Salvador, 36 SCRA 567 (1970); Vda. de Gordon v. Court of Appeals,
109 SCRA 388 (1981).
123
Art. 1602, Civil Code.
124
Briones-Vasquez v. Court of Appeals, 450 SCRA 644 (2005).
PRICE AND OTHER CONSIDERATION 133
125
Olegario v. Court of Appeals, 238 SCRA 96 (1994).
126
314 SCRA 69, 81 (1999).
127
Ibid, at p. 83.
128
Ibid, at p. 85.
129
446 SCRA 54 (2004).
134 LAW ON SALES
of the capital gains tax liability — should not be confused with the
consideration. Although illegal, the motives neither determine nor
take the place of the consideration.”130
—oOo—
130
Ibid, at pp. 68-69.
135
CHAPTER 5
FORMATION OF SALE
STAGES IN THE LIFE OF SALE
The phases that a contract of sale goes through have been
summarized by the Supreme Court to be as follows:
(a) POLICITACION, negotiation, preparation, con-
ception or generation stage, which is the pe-
riod of negotiation and bargaining, ending at
the moment of perfection;
(b) PERFECTION or “birth” of the contract, which is
the point in time when the parties come to
agree on the terms of the sale; and
(c) CONSUMMATION or “death” of the contract,
which is process of fulfillment or performance
of the terms agreed upon in the contract.1
The negotiation stage “covers the period from the time the
prospective contracting parties indicate interest in the contract
to the time the contract is concluded (perfected). The perfection
stage of the contract takes place upon the concurrence of the
essential elements thereof. ... The stage of consummation begins
when the parties perform their respective undertakings under the
contract culminating in the extinguishment thereof.”2
POLICITACION STAGE
Policitacion or negotiation stage actually deals with legal
matters arising prior to the perfection of sale, dealing with the
1
Toyota Shaw, Inc. v. Court of Appeals, 244 SCRA 320 (1995); Limketkai Sons
Milling, Inc. v. Court of Appeals, 250 SCRA 523 (1995); Jovan Land, Inc. v. Court of
Appeals, 268 SCRA 160 (1997).
2
Ang Yu Asuncion v. Court of Appeals, 238 SCRA 602 (1994).
135
136 LAW ON SALES
9
Ibid, at p. 530.
10
Art. 1325, Civil Code.
11
Art. 1326, Civil Code.
138 LAW ON SALES
and binding sale. In other words, even without the general rule
provided under Article 1325, the situation would be exactly the
same, since such an advertisement (lacking at least one of
the three requisites) would always not constitute a valid offer.
Such view would make Article 1325 a surplusage, with no useful
purpose to serve.
The better view to the author is that even when the
advertisement contains a certain offer, it remains legally a mere
invitation so long as it is addressed to the public at large, and the
exception comes in whenever it expressly provides that the first
absolute acceptance shall be binding, or when it is addressed to
a particular offeree.
2. Offers
An offer, prior to its acceptance, is subject to the complete
will of the offeror;12 it may be withdrawn or destroyed by the offeror
prior to its acceptance;13 and it is not even necessary that the
offeree learns of the withdrawal.14 If the offer is given for a period,
the expiration of the period without further act or its withdrawal
prior to acceptance would destroy the offer.15
The offeror has the right to attach to an offer any term or
condition he desires, and may fix the time, place and manner
of acceptance;16 and the offeree has no authority to treat it as
consisting of separate and distinct parts, since he must accept
and comply with all the requirements provided in the offer.17 The
offeree has only the choice to accept or reject the offer in its
entirety; he has no choice to reject that portion of the offer which
is disadvantageous and accept only that which is beneficial. Such
12
Art. 1320 of Civil Code provides that “The person making the offer may fix the
time, place and manner of acceptance, all of which must be complied with.”
13
Art. 1323 of the Civil Code provides that “the offer may be withdrawn at any time
before acceptance by communication such withdrawal.” See also Manila Metal Container
Corp. v. PNB, 511 SCRA 444 (2006).
14
Laudico v. Arias, 43 Phil. 270 (1922).
15
Art. 1324, Civil Code; Beaumont v. Prieto, 41 Phil. 671 (1916); Villegas v. Court
of Appeals, 499 SCRA 276 (2006).
16
Art. 1321, Civil Code.
17
Ibid.
FORMATION OF SALE 139
3. Option Contracts
a. Determining the “Location” of Options
The second paragraph of Article 1479 of the Civil Code
governing options, provides that “An accepted unilateral promise
to buy or to sell a determinate thing for a price certain is binding
upon the promissor if the promise is supported by a consideration
distinct from the price.”21
In connection therewith, Article 1324 of the Civil Code, which
covers offers and acceptance in general, provides that: “When
the offeror has allowed the offeree a certain period to accept,
the offer may be withdrawn at any time before acceptance by
communicating such withdrawal, except when the option is
founded upon a consideration, as something paid or promised.”
18
Logan v. Philippine Acetylene Co., 33 Phil. 173, 183 (1916); Manila Metal
Container Corp. v. PNB, 511 SCRA 444 (2006).
19
Art. 1319, Civil Code.
20
Art. 1323, Civil Code.
21
Emphasis supplied.
140 LAW ON SALES
26
Ibid, at p. 579; emphasis supplied. Reiterated in Tayag v. Lacons, 426 SCRA
282 (2004).
27
264 SCRA 483 (1996).
28
Ibid, at p. 500, citing Beaumont v. Prieto, 41 Phil. 670 (1916).
29
Ibid, at p. 502.
30
Ibid, at p. 505. Reiterated in Limson v. Court of Appeals, 375 SCRA 209 (2001).
31
302 SCRA 718 (1999).
142 LAW ON SALES
32
Ibid, at p. 724. See also Cavite Development Bank v. Spouses Syrus Lim, 324
SCRA 346 (2000); Limson v. Court of Appeals, 357 SCRA 209 (2001).
33
Nool v. Court of Appeals, 276 SCRA 149 (1997).
34
San Miguel Properties Philippines, Inc. v. Huang, 336 SCRA 737 (2000).
FORMATION OF SALE 143
35
240 SCRA 565, 580 (1995); emphasis supplied.
36
Vazquez v. Ayala Corp., 443 SCRA 231, 255 (2004).
144 LAW ON SALES
the other half with an express provision therein that the only
reason why the buyers earlier agreed to purchase the first half
at that high price was because of the undertaking of the sellers
to sell the other half later also at the same price. When the deed
of option was sought to be exercised thirteen years later, it was
interposed by the sellers-offerors that the option was void for
lack of consideration separate and distinct from the purchase
price stipulated.
Villamor held that the consideration of the deed of option is
“the why of the contracts, the essential reason which moves the
contracting parties to enter into the contract.”46 It held that the
cause or the impelling reason on the part of the buyers-offerees
in executing the deed of option as appearing in the deed itself was
the sellers-offerors’ having agreed to buy the original half of the
land at 570.00 per square meter “which was greatly higher than
the actual reasonable prevailing price,”47 and that such cause or
consideration is clear from the deed itself. Note that the separate
consideration under the option was in fact an integral part of the
higher price they paid originally for the first parcel of land bought,
which the Court considered to be fine, so long as it was not part
of the price to be paid for the other parcel of land.
Vda. de Quirino v. Palarca,48 held that an option to buy the
leased premises at a stipulated price in the lease contract is not
without a separate consideration for in reciprocal contracts, like
lease, the obligation or promise of each party is the consideration
for that of the other.
Dijamco v. Court of Appeals,49 held that the condition that
the spouses-borrowers will pay monthly interest during the one-
year option period granted to them by the bank after the spouses
had failed to exercise their original legal right of redemption
on the foreclosed property, was considered to be the separate
consideration to hold the resulting option contract valid.
46
Ibid, at p. 615.
47
Ibid.
48
29 SCRA 1 (1969).
49
440 SCRA 190 (2004).
FORMATION OF SALE 147
50
6 SCRA 946 (1962).
51
Ibid, at p. 949.
52
78 Phil. 481 (1947).
53
45 SCRA 368 (1972).
148 LAW ON SALES
Sanchez also held that the burden of proof to show that the
option contract was supported by a separate consideration is with
the party seeking to show it. No reliance can be placed upon the
provisions of Article 1354 of the Civil Code which presumes the
existence of a consideration in every contract, since in the case
of an option contract, Article 1479 being the specific provision,
requires such separate consideration for an option to be valid.
The Sanchez doctrine expressly affirmed the earlier ruling
in Atkins, Kroll & Co., Inc. v. Cua,55 which treated an accepted
promise to sell, although not binding as a contract for lack of
separate consideration, nevertheless having capacity to generate
a bilateral contract of sale upon acceptance. It also conformed
with the earlier ruling in Beaumont v. Prieto,56 which held that —
54
Ibid, at p. 376.
55
102 Phil. 948 (1958).
56
41 Phil. 670 (1916).
57
Ibid, at p. 688.
58
97 Phil. 249 (1955).
59
15 SCRA 162 (1965).
FORMATION OF SALE 149
60
161 SCRA 167 (1988).
61
197 SCRA 323 (1991).
62
209 SCRA 763 (1991).
63
206 SCRA 52 (1992).
64
199 SCRA 102 (1991).
150 LAW ON SALES
65
Dizon v. Court of Court of Appeals, 302 SCRA 288 (1999).
66
202 SCRA 607 (1991).
67
Tuason, Jr. v. de Asis, 107 Phil. 131 (1960).
68
Dizon v. Court of Appeals, Ibid.
FORMATION OF SALE 151
69
46 SCRA 654 (1972).
70
302 SCRA 718 (1999).
71
Ibid, at p. 721.
152 LAW ON SALES
leased premises under the option, and the lessee had intended
to purchase the leased premises, and having invested very
substantial amount to introduce improvements therein, then the
exercise of the option within a reasonable period after the end of
the lease, immediately after the lessee was informed of the denial
of the request for the extension of the lease, should be considered
still a valid exercise of the option that would give grounds for an
action for specific performance against the lessor to execute the
necessary sale contract in favor of the lessee. The delay of 18
days was considered neither “substantial” nor “fundamental” that
would defeat the intention of the parties when they executed the
lease contract with option to purchase. However, the purchase
price would have to be the fair market value of the property at the
time the option was exercised, with legal interests thereon.
In essence, Carceller sort-of recognized that notice within the
option period of clear intention to purchase the property pursuant
to such option, with request for leeway within which to be able to
raise the funds to close the deal is a valid or at least substantial
exercise of the option. In other words, the acceptance or exercise
of the option must still be made within the option period to give
rise to a valid and binding sale, and it is only then that the principle
of substantial compliance would have relevance.
Also significant in Carceller was the ruling of the Court that
in a valid option contract, the refusal of the offeror to comply with
the demand by the offeree to comply with the exercise of his
option may be enforced by an action for specific performance
which seems contrary to the earlier ruling in Ang Yu Asuncion
discussed hereunder.
72
371 SCRA 295 (2001).
FORMATION OF SALE 153
73
Ibid, at p. 301.
74
357 SCRA 209 (2001).
75
Ibid, at p. 218.
76
238 SCRA 602 (1994).
154 LAW ON SALES
and binding sale; and that an acceptance within the option period
after the optioner shall have unlawfully withdrawn the offer would
not give rise to a sale. This rule is clear from Ang Yu Asuncion,
when it held that —
conditional exercise of his option right even after the option period
and after the optioner-offeror-lessor had in fact given clear notice
of the withdrawal of the option; and even granted the remedy of
specific performance requested by the optionee to compel the
optioner to execute the covering Deed of Absolute Sale.
The Ang Yu Asuncion treatment of the option contract is also
not consistent with the doctrine it adopted for a “lesser form” of
option called the “right of first refusal.” The author therefore dares
to predict that in the future the Supreme Court would “adjust” the
prevailing doctrine to conform to the essence of its rulings on
rights of first refusal, discussed hereunder.
78
96 Phil. 37 (1954).
79
Ibid, at p. 42.
FORMATION OF SALE 157
80
This was the same position of Justice Romero in her concurring and dissenting
opinion in Equatorial Realty Dev., Inc. v. Mayfair Theater, Inc., 264 SCRA 483, 526-527
(1996).
81
206 SCRA 668, 675-676 (1992).
82
Ibid, at p. 675.
158 LAW ON SALES
property in the event the lessor should desire to sell the same,
such contractual stipulation which does not provide for a price
certain nor the terms of payment, actually grants a right for first
refusal and is not an option clause or an option contract, thus —
87
325 SCRA 210 (2000).
88
268 SCRA 727, 741 (1997).
162 LAW ON SALES
89
380 SCRA 245 (2002).
90
Ibid, at p. 259.
91
499 SCRA 276 (2006).
FORMATION OF SALE 163
to the lessee confirming that the latter has lost his right of first
refusal.
The prevailing doctrine therefore is that a sale entered into
in violation of a right of first refusal of another person found in a
valid principal contract is rescissible.92 The basis of the right of
first refusal must be the current offer of the seller to sell or the
offer to purchase of a prospective buyer. Only after the lessee
grantee fails to exercise its rights under the same terms and
within the period contemplated can the owner validly offer to sell
the property to a third person, again under the same terms as
offered to the grantee.93
92
Guzman, Bocaling & Co. v. Bonnevie, 206 SCRA 668 (1992); Rosencor
Development Corp. v. Inquing, 354 SCRA 119 (2001); Conculada v. Court of Appeals,
367 SCRA 164 (2001).
93
Guzman, Bocaling & Co. v. Bonnevie, 206 SCRA 668 (1992); Polytechnic
University of the Philippines v. Court of Appeals, 368 SCRA 691 (2001).
94
392 SCRA 679 (2002).
95
Ibid, at p. 685.
164 LAW ON SALES
101
238 SCRA 602, 614-615.
166 LAW ON SALES
102
443 SCRA 231 (2004).
FORMATION OF SALE 167
103
Ibid, at p. 255.
104
Ibid, at p. 256.
168 LAW ON SALES
third party buyer bought the property from the optioner knowing
of the existence of the option in favor of the optionee, he would
be a proper party to the action for specific performance that the
optionee can bring against the optioner once he has exercised
his option. On the other hand, if the third party buyer bought the
property in good faith and for value, then he is protected by law,
and the remedy of the optionee (who has become the buyer in a
valid and binding sale) is to sue the optioner (who has become
the seller) for recovery of damages for breach of contract of sale,
rather than to sue for damages for breach of the option contract
as held in Ang Yu Asuncion.
In any event the ruling in Ang Yu Asuncion would suggest
that the best scheme for a prospective buyer to take if he
is interested in a specific property, but wants to maintain an
option to be able to get out of it later on, would be the earnest
money scheme, whereby a sale is perfect upon the granting of
the earnest money, with clear option on the part of the buyer to
withdraw from the contract by forfeiting the earnest money. This
arrangement is recognized in one case105 by the Supreme Court.
105
Spouses Doromal, Sr. v. Court of Appeals, 66 SCRA 575 (1975).
106
Art. 1479, Civil Code.
107
Tan Tiah v. Yu Jose, 67 Phil. 739 (1939).
FORMATION OF SALE 169
108
Supra, citing Art. 1459 and Atkins, Kroll and Co., Inc. v. Cua Hian Tek, 102 Phil.
948 (1958).
109
202 SCRA 607 (1991).
110
11 CAR 57 (1967).
111
263 SCRA 15 (1996).
170 LAW ON SALES
121
44 Phil. 326 (1923).
122
41 Phil. 670 (1916).
FORMATION OF SALE 173
the resolution and held: “It is true that an acceptance may contain
a request for certain changes in the terms of the offer and yet be
a binding acceptance. ‘So long as it is clear that the meaning of
the acceptance is positively and unequivocally to accept the offer,
whether such request is granted or not, a contract is formed.’”
The Court also held that the fact that the deed of sale still
had to be signed and notarized did not mean that no contract had
already been perfected since a sale of land is valid regardless of
the form it may have been entered into. The requisite form under
Article 1358 of the Civil Code requiring the deed to be in a public
instrument was held merely for greater efficacy or convenience
and the failure to comply therewith did not affect the validity and
binding effect of the act between the parties.
On motion for reconsideration, in Limketkai Sons Milling,
Inc. v. Court of Appeals,127 the Court reversed it earlier resolution,
holding that the acceptance of the offer was not unqualified and
absolute because it was not identical in all respects with that of
the offer so as to produce consent, thus —
This was not the case herein considering that
petitioner’s acceptance of the offer was qualified, which
amounts to a rejection of the original offer. And contrary
to the petitioner’s assertion that its offer was accepted
by BPI, there was no showing that petitioner complied
with the terms and conditions explicitly laid down by
BPI for prospective buyers. Neither was petitioner
able to prove that its offer to buy the subject property
was formally approved by the beneficial owner of the
property and the Trust Committee of the Bank, an
essential requirement for the acceptance of the offer
which was clearly specified in BPI’s documents.
127
255 SCRA 626 (1996).
128
278 SCRA 702 (1997).
FORMATION OF SALE 175
required a much higher price than the original offer, and the buyer
negotiated on the matter but no final agreement was reached, the
first sale remained valid and binding and is not deemed novated
by the fact of negotiation thereafter done on the price.
In Uraca the sellers-lessors offered in writing to the
buyers-lessees the sale of the premises they were renting for
51,050,000.00, which offer was accepted unconditionally in
writing by the buyers. When sellers saw the buyers, the sellers
required a higher price of 51,400,000.00 in cash or manager’s
check and not the 51,050,000.00 as erroneously stated in their
letter-offer. After some haggling, the buyers agreed to the price of
51,400,000.00 but counter-proposed that it be paid in installments
with a down payment of 51,000,000.00, and the balance of
5400,000.00 to be paid in 30 days. The seller did not accept
the counter-offer, and subsequently sold the property to another
party. The Court held that the original sale at 51,050,000.00
remained valid and binding and enforceable against the sellers
and the second-buyer. From the moment of acceptance of the
original offer of the sellers by the buyers, there arose a valid
and binding sale since undisputedly the contractual elements
of consent, object certain and cause occurred. The subsequent
bargaining for an increase price did not result into a novation
since there was no final agreement nor was there a resulting new
contract: “Since the parties failed to enter into a new contract
that could have extinguished their previously perfected contract
of sale, there can be novation of the latter.”129
On the other hand, in Toyota Shaw, Inc. v. Court of
Appeals,130 the Court held that a document cannot constitute a
sale even when it provides for a downpayment “since the provision
on the downpayment made no specific reference to a sale of
a vehicle. Definiteness as to the price is an essential element
of a binding agreement to sell personal property.” The problem
with Toyota Shaw ruling is that, outside of Statute of Frauds
consideration, it considered that a “contract” of sale is only what is
embodied in the document, when the evidence showed that other
elements necessary to constitute a valid contract were agreed
129
Ibid, at p. 711.
130
244 SCRA 320 (1995).
176 LAW ON SALES
131
65 SCRA 352 (1975).
FORMATION OF SALE 177
132
340 SCRA 720 (2000).
133
514 SCRA 228 (2007).
134
Art. 1319, Civil Code.
135
Gan, Sr. v. Reforma, 11 CAR 57 (1967).
178 LAW ON SALES
136
133 SCRA 777 (1984).
137
Art. 1187, Civil Code.
138
Province of Cebu v. Heirs of Rufina Morales, 546 SCRA 315 (2008).
139
Art. 1476, Civil Code.
140
Ibid.
FORMATION OF SALE 179
sale on his behalf or the seller, or knowingly to take any bid from
the seller or any person employed by him.141
The owner of the property sold at auction may provide the
terms under which the auction will proceed and the same are
binding upon all bidders, whether they knew of such conditions
or not.142
4. Earnest Money
a. Function of Earnest Money
Under Article 1482 of the Civil Code, whenever earnest
money is given in a sale, it shall be considered as part of the
price and as proof of the perfection of the contract. 143 The rule is
“no more than a disputable presumption” and prevails only “in the
absence of contrary or rebuttal evidence.”144
Also, the presumption is founded upon the fact that there must
first be a valid sale. Thus, in San Miguel Properties Philippines
v. Huang,145 it was held that it is not the giving of earnest money,
but the proof of the concurrence of all the essential elements of
the sale which establishes the existence of a perfected sale.146
In Serrano v. Caguiat,147 it was held that the presumption under
Article 1482 does not apply when earnest money is given in a
contract to sell.
Villonco v. Bormaheco,148 held that even when the sale is
subject to a condition, the acceptance of the earnest money
would prove that the sale is conditionally consummated or partly
executed subject to the fulfillment of the condition, the non-
fulfillment of which would be a negative resolutory condition.
On the other hand, in Philippine National Bank v. Court of
Appeals,149 the receipt of “earnest money” could not lead to the
141
Ibid.
142
Leoquinco v. Postal Savings Bank, 47 Phil. 772 (1925).
143
Escueta v. Lim, 512 SCRA 411 (2007).
144
Philippine National Bank v. Court of Appeals, 262 SCRA 464, 484 (1996).
145
336 SCRA 732 (2000).
146
Reiterated in Manila Metal Container Corp. v. PNB, 511 SCRA 444 (2006).
147
517 SCRA 57 (2007).
148
65 SCRA 352 (1975).
149
262 SCRA 464 (1996).
180 LAW ON SALES
150
66 SCRA 575 (1975).
151
San Miguel Properties Philippines v. Huang, 336 SCRA 737 (2000).
152
Chua v. Court of Appeals, 401 SCRA 54 (2003).
FORMATION OF SALE 181
153
240 SCRA 565, 580 (1995).
154
Reiterated in Limson v. Court of Appeals, 375 SCRA 209 (2001); Oesmer v.
Paraiso Dev. Corp., 514 SCRA 228 (2007).
155
Goldenrod, Inc. v. Court of Appeals, 299 SCRA 141 (1998).
156
Ibid.
182 LAW ON SALES
5. Place of Perfection
Generally, the sale’s place of perfection is where there is a
meeting of the offer and the acceptance upon the thing and the
cause which are to constitute the contract.158 In case of acceptance
through letter or telegram, it is presumed that the contract was
entered into in the place where the offer was made.159
164
Ibid, at p. 722.
165
261 SCRA 128 (1996).
184 LAW ON SALES
FORM OF SALES
By way of introduction, it should be noted that the discussions
in this section point out that rules on forms, and of validity and
enforceability of contracts of sale, are strictly kept within the
contractual relationship of the seller and buyer pursuant to the
characteristic of relativity of every contract, and do not necessarily
apply to third parties whose rights may be affected adversely
by the terms of a sale. In addition, except for Statute of Frauds
which govern enforceability (i.e., performance), rules relating to
166
Ibid, at p. 140.
167
Dignos v. Court of Appeals, 158 SCRA 375 (1988).
168
276 SCRA 149 (1997).
FORMATION OF SALE 185
169
20 SCRA 186 (1967).
170
Also F. Irureta Goyena v. Tambunting, 1 Phil. 490 (1902).
171
389 SCRA 316 (2002).
186 LAW ON SALES
172
182 SCRA 872 (1990).
173
Reiterated in Agasen v. Court of Appeals, 325 SCRA 504 (2000); Martinez v.
Court of Appeals, 353 SCRA 714 (2001).
174
Reiterated in Heirs of Ernesto Biona v. Court of Appeals, 362 SCRA 29 (2001).
175
Reiterated in Caoili v. Court of Appeals, 314 SCRA 345 (1999); Agasen v. Court
of Appeals, 325 SCRA 504 (2000); Martinez v. Court of Appeals, 358 SCRA 38 (2001).
176
250 SCRA 523 (1995).
177
356 SCRA 263 (2001).
178
476 SCRA 679 (2005).
FORMATION OF SALE 187
179
Manuel R. Dulay Enterprises, Inc. v. Court of Appeals, 257 SCRA 174 (1996);
Power Commercial and Industrial Corporation v. Court of Appeals, 274 SCRA 597 (1997);
Garcia v. Court of Appeals, 312 SCRA 180 (1999).
180
Bravo-Guerrero v. Bravo, 465 SCRA 244 (2005).
181
Ladignon v. Court of Appeals, 336 SCRA 42 (2000).
182
Yason v. Arciaga, 449 SCRA 458 (2005).
183
470 SCRA 291 (2005).
184
Also Nazareno v. Court of Appeals, 343 SCRA 637 (2000).
188 LAW ON SALES
performance of his duty and took for granted the solemn duties
appertaining to his office, contrary to the requirements under
Section 1 of Public Act No. 2103 which requires that the notary
public shall certify that the person acknowledging the instrument
or document is known to him and that he is the same person
who executed it, and acknowledged that the same is his free act
and deed. In this case, the notary public cannot acknowledge an
inexistent contract for want of the signatures of the contracting
parties.
In Gomez v. Court of Appeals,192 the Court upheld the
Contract to Sell, which explicitly provided for additional terms and
conditions upon which the lot awardees are bound: “Although
unsigned, the Contract to Sell . . . constitutes the law between the
contracting parties. After all, under the law there exists a binding
contract between the parties whose minds have met on a certain
matter notwithstanding that they did not affix their signatures to
its written form.”
On the other hand, in Lumbres v. Tablada, Jr.,193 the Court
held that substantial variance in the terms between the Contract
to Sell and the concomitant Deed of Absolute Sale, did not
void the transaction between the parties “for it is truism that the
execution of the Deed of Absolute Sale effectively rendered the
previous Contract to Sell ineffective and cancelled,” through the
process of novation.
192
340 SCRA 720 (2000), citing People’s Industrial and Commercial Corporation v.
Court of Appeals, 281 SCRA 207 (1997).
193
516 SCRA 575 (2007).
194
Art. 1874, Civil Code.
190 LAW ON SALES
195
Art. 1581, Civil Code; Sec. 529, Revised Adm. Code.
196
Rep. Act No. 8371. Briefly, under Sec. 120 of Comm. Act 141 (The Public Land
Act), provided that conveyances and encumbrances made by non-Christians shall not
be valid unless duly approved by the Commission on National Integration (CNI), which
power to approve was transferred to the Commission of Mindanao and Sulu under Rep.
Act No. 4252, and the provincial governor, under Rep. Act No. 3872. Pres. Decree 690
(amended by PD 719), replaced the CNI with the Southern Philippines Development
Authority (SPDA) for Regions IX to XII and transferred CNI’s power to the SPDA with
respect to Muslims, while the power over “non-muslim, hill tribe cultural minorities all
throughout the Philippines,” was transferred to the Presidential Assistant on National
Minorities (PANAMIN) under the Office of the President. PANAMIN was succeeded by the
Office of Muslim Affairs and Cultural Communities under Executive Order No. 122 (1987),
which in turn was succeeded by the Office of the Northern Cultural Communities under
Executive Order No. 122-B (1987), which in turn was succeeded in 1997 by the National
Commission on Indigenous Peoples (NCIP) under Rep. Act No. 8371.
197
Tac-an v. Court of Appeals, 129 SCRA 319 (1984). Section 145 of the Revised
Administrative Code of Mindanao and Sulu, which provides that any transaction involving
real property with non-Christian tribes shall bear the approval of the governor, has been
repealed by Rep. Act No. 4252 (19 June 1965).
198
265 SCRA 168 (1996).
FORMATION OF SALE 191
199
295 SCRA 677 (1998).
200
313 SCRA 632 (1999).
201
325 SCRA 385 (2000).
202
Pineda v. Court of Appeals, 376 SCRA 222 (2002).
203
Dizon v. Court of Appeals, 396 SCRA 154 (2003); Firme v. Bukal Enterprises and
Dev. Corp., 414 SCRA 190 (2003).
204
459 SCRA 439 (2005).
192 LAW ON SALES
ingly, does not even refer to any agreement for the sale of the
property.
In Oesmer v. Paraiso Dev. Corp.,205 it was held that when
the Contract to Sell was signed by the co-owners themselves as
witnesses, then the written authority mandated under Article 1874
was no longer required because their signature was equivalent to
the co-owner-principals selling the property directly and in their
own right.
205
514 SCRA 228 (2007).
206
Barcelona v. Barcelona, 53 O.G. 373.
207
459 SCRA 439 (2005).
208
Shoemaker v. La Tondeña, 68 Phil. 24 (1939).
FORMATION OF SALE 193
c. Exceptions to Coverage of
Statute in Sales Contracts
Although a sale transaction may fall under any of the
foregoing covered transactions under the Statute of Frauds,
the following sales would still not be covered and would be
enforceable:
(a) When there is a note or memorandum
thereof in writing, and subscribed by the
party charged or his agent;211
209
414 SCRA 190, (2003).
210
Art. 1403, Civil Code.
211
Art. 1403, Civil Code.
194 LAW ON SALES
d. Nature of Memorandum
Article 1403 of the Civil Code clearly states the nature of the
memorandum that would take the transaction out of the coverage
of the Statute of Frauds against proof by oral evidence: it must be
in writing and subscribed by the party charged. The party charged
of course would either be the seller or buyer against whom the
sale is sought to be enforced.
Berg v. Magdalena Estate, Inc.,215 held that the sufficient
memorandum may be contained in two or more documents. In
First Philippine International Bank v. Court of Appeals,216 it was
held that various correspondences when taken together would
constitute sufficient memorandum — since they include the
names of the parties, the terms and conditions of the contract,
the price and a description of the property as the object of the
contract.217 In addition, Paredes v. Espino,218 held that for the
memorandum to take the sale transaction out of the coverage of
the Statute of Frauds, it must contain “all the essential terms of
the contract” of sale.
Yuvienco v. Dacuycuy,219 makes it clear that it is not enough
that “the total price or consideration is mentioned in some
212
Ibid.
213
Barretto v. Manila Railroad Co., 46 Phil. 964 (1924); Limketkai Sons Milling, Inc.
v. Court of Appeals, 250 SCRA 523 (1995); Lacanilao v. Court of Appeals, 262 SCRA 486
(1996).
214
The Electronic Commerce Act, Republic Act 8792.
215
92 Phil. 110, 115 (1952).
216
252 SCRA 259 (1996).
217
Reiterated in City of Cebu v. Heirs of Candido Rubi, 306 SCRA 408 (1999).
218
22 SCRA 1000 (1968).
219
104 SCRA 668 (1981).
FORMATION OF SALE 195
e. Partial Performance
Partial performance of the sale would take the same
outside the coverage of the Statute of Frauds. When it comes
to sale of goods, chattels, or things in action, Article 1403 of the
Civil Code specifically states that the Statute of Frauds shall not
apply when “the buyer accept[s] and receive[s] a part of such
goods and chattels, or the evidence, or some of them, of such
things in action, or pay at the time some part of the purchase
money.”
225
Ibid, at p. 641.
FORMATION OF SALE 197
226
46 Phil. 964 (1924).
227
200 SCRA 74 (1991).
228
404 SCRA 145 (2003).
229
Reiterated in Ainza v. Padua, 462 SCRA 614 (2005); Arrogante v. Deliarte, 528
SCRA 63 (2007).
230
417 SCRA 277 (2003).
198 LAW ON SALES
the parties themselves. The Court however held that in the event
that a third party disputes the ownership of the property, the person
against whom that claim is brought cannot present any proof of
such sale and hence has no means to enforce the contract. Thus,
the Statute of Frauds was precisely devised to protect the parties
in a sale of real property so that no such contract is enforceable
unless certain requisites, for purpose of proof, are met.237
The Court in Claudel, after premising that the “rule of thumb
is that a sale of land, once consummated, is valid regardless of
the form it may have been entered into,” held that “in the event
that a third party, as in this case, disputes the ownership of the
property, the person against whom that claim is brought can
not present any proof of such sale and hence has no means to
enforce the contract.”238 In reaching such conclusion, the Court
quoted directly Article 1403, which provides that only a note
or memorandum can take the sale of real property out of the
provisions of the Statute of Frauds. It will be recalled that nothing
in the subparagraph pertaining to the sale of real property contains
any provisions on partial performance, unlike the subparagraph
pertaining to sale of movables.
This confirms the variance in principles involving movables
and immovables, and seemingly recognized under Article 1403
which treats partial execution as applicable only to goods.
Under Article 559 of the Civil Code “possession of movable
property acquired in good faith is equivalent to a title.” No
similar provisions apply to immovables. Consequently, when
an alleged buyer has been given possession of a movables,
even third parties would be bound to recognized and expect
that he must be the proper owner of the movable. In the case
of immovables, specially under the Torrens system, recording
of the sale or its being evidenced by a written instrument are
usually the accepted means of informing the public of the sale
or disposition of the immovable.
237
See also Diama v. Macalibo, 74 Phil. 70 (1942); Zaide v. Court of Appeals, 163
SCRA 713 (1988).
238
Ibid, at pp. 119-120.
200 LAW ON SALES
239
314 SCRA 36, 54-55 (1999).
240
394 SCRA 133 (2002).
241
326 SCRA 244 (2000).
FORMATION OF SALE 201
242
103 Phil. 870 (1958).
202 LAW ON SALES
243
46 Phil. 964 (1924).
244
First Philippine International Bank v. Court of Appeals, 252 SCRA 259 (1996).
245
Limketkai Sons Milling, Inc. v. Court of Appeals, 250 SCRA 523 (1995); Lacanilao
v. Court of Appeals, 262 SCRA 486 (1996).
246
Donato C. Cruz Trading Corp. v. Court of Appeals, 347 SCRA 13 (2000).
FORMATION OF SALE 203
247
Donato C. Cruz Trading Corp. v. Court of Appeals, 347 SCRA 13 (2000).
248
Sec. 5(f), Electronic Commerce Act.
249
Sec. 5(e), Electronic Commerce Act.
204 LAW ON SALES
250
Sec. 7, ibid.
251
Sec. 7, ibid.
252
Sec. 12, ibid.
206 LAW ON SALES
253
Sec. 25, ibid.
254
Sec. 26, ibid.
FORMATION OF SALE 209
255
Sec. 26(5), ibid.
256
Sec. 26(5), ibid.
257
Sec. 26(6), ibid.
210 LAW ON SALES
267
278 SCRA 98 (1997).
268
280 SCRA 297 (1997).
269
326 SCRA 285 (2000).
270
Also Mendezona v. Ozamiz, 376 SCRA 482 (2002).
FORMATION OF SALE 213
—oOo—
271
Loyola v. Court of Appeals, 326 SCRA 285 (2000). See also Cruz v. Bancom
Finance Corp., 379 SCRA 490 (2002).
272
361 SCRA 139 (2001).
273
Fil-Estate Golf and Dev., Inc. v. Navarro, 526 SCRA 51 (2007).
274
Manila Banking Corp. v. Silverio, 466 SCRA 438 (2005).
214 LAW ON SALES
CHAPTER 6
PERFORMANCE OR
CONSUMMATION OF SALE
OBLIGATIONS OF SELLER
214
PERFORMANCE OR CONSUMMATION OF SALE 215
1
13 Phil. 26 (1909).
2
37 Phil. 631 (1918).
216 LAW ON SALES
1. Essence of Tradition
Equatorial Realty Dev., Inc. v. Mayfair Theater, Inc.,3 had
explained quite vividly the mode of tradition when it held that
“ownership of the thing sold is a real right, which the buyer acquires
only upon delivery of the thing to him in any of the ways specified
in Articles 1497 to 1501 of the Civil Code, or in any other manner
signifying an agreement that the possession is transferred from
the vendor to the vendee. This right is transferred, not merely by
contract, but also by tradition or delivery. Non nudis pactis sed
traditione dominia rerum transferantur. And there is said to be
delivery if and when the thing sold ‘is placed in the control and
possession of the vendee.’”4 The Court held further that delivery
is a composite act, in which both parties must join and the minds
of both parties concur; it is an act by which one party parts with
3
370 SCRA 56 (2001).
4
Ibid, at p. 70.
PERFORMANCE OR CONSUMMATION OF SALE 217
the title to and the possession of the property, and the other
acquires the right to and the possession of the same.5
Santos v. Santos,6 held that “the critical factor in the different
modes of effecting delivery, which gives legal effect to the act is
the actual intention of the vendor to deliver, and its acceptance
by the vendee. Without that intention, there is no tradition.”7 This
is quite an inelegant way to put forth the principle on tradition
based on two factors:
a. Types of Delivery
The Law on Sales under the Civil Code recognizes two
general types of delivery that will effectively transfer ownership of
the subject matter to the buyer and would constitute compliance
by the seller of his obligations under a valid contract of sale: (a)
actual or physical delivery; and (b) constructive delivery.
Froilan v. Pan Oriental Shipping Co.,11 held that in the
absence of stipulation to the contrary, the ownership of the thing
sold passes to the buyer upon the actual or constructive delivery
thereof.
Alfredo v. Borras,12 held that it is not necessary that the
seller himself delivers title of the property to the buyer because
the thing sold is understood as delivered when it is placed in the
control and possession of the buyer. In that decision, the seller
himself introduced the tenant to the buyers as the new owners of
the land, and from that time on the buyers acted as landlord, and
thereby there was deem to have been delivery.
1. Actual Delivery
Under Article 1497 of the Civil Code, there is actual or
physical delivery when the thing sold is placed in the control and
10
Tsai v. Court of Appeals, 366 SCRA 324 (2001).
11
12 SCRA 276 (1964).
12
404 SCRA 145 (2003).
PERFORMANCE OR CONSUMMATION OF SALE 219
2. Constructive Delivery
Under Article 1496 of the Civil Code, constructive delivery
can take several forms, and may be any “manner signifying an
agreement that the possession is transferred from the vendor
to the vendee.” The essence of most forms of constructive
delivery is the existence of an agreement between the seller
and the buyer, and that the latter is understood to have control
of the subject matter of sale.
The discussions on the execution of a public instrument as
a form of constructive delivery should be considered as setting
the same basic premise or principles as to all other forms of
constructive delivery. The importance of using the “execution of a
public instrument pursuant to a valid sale,” as the prime example
to highlight the doctrines to cover all types of constructive delivery
comes from its applicability to all types of subject matter, whether
movable or immovable, tangible or intangible.
13
People v. Tan, 338 SCRA 330 (2000).
14
274 SCRA 597 (1997).
15
Ibid, at p. 610.
220 LAW ON SALES
the delivery of the subject matter of sale, if from the deed the
contrary does not appear or cannot clearly be inferred.16 In
several cases,17 the Court held that the notarized deed of sale
has two functions:
(a) It operates as a formal or symbolic delivery
of the property sold; and
(b) It authorizes the buyer to use the document
as proof of ownership.
Therefore, the general rule is that the execution of a public
instrument has the same legal effects as actual or physical
delivery, i.e., it transfers the ownership of the subject matter to
the buyer, and constitutes valid compliance by the seller of his
primary obligations under the sale.18
Of course, the foregoing rules apply only to a public instrument
that evidences a valid sale. Thus, Torcuator v. Bernabe,19 held
that a special power of attorney authorizing the agents to execute
a deed of sale over the property can by no means be interpreted
as delivery or conveyance of ownership over said property, thus:
“Taken by itself, in fact, the special power of attorney can be
interpreted as tied up with any number of property arrangements,
such as a contract of lease or a joint venture.”20
22
Ibid, at p. 43. Reiterated in Caoibes, Jr. v. Caoibes-Pantoja, 496 SCRA 273
(2006).
23
364 SCRA 385 (2001).
24
See also Manuel R. Dulay Enterprises, Inc. v. Court of Appeals, 225 SCRA 678
(1993).
25
410 SCRA 484 (2003).
222 LAW ON SALES
26
Art. 1498, Civil Code.
27
63 SCRA 397 (1975).
PERFORMANCE OR CONSUMMATION OF SALE 223
34
38 Phil. 404 (1918).
35
Ibid, at p. 408.
36
Ibid, at p. 408; emphasis supplied.
PERFORMANCE OR CONSUMMATION OF SALE 225
Addison however recognized that “if the sale had been made
under the express agreement of imposing upon the purchaser
the obligation to take the necessary steps to obtain the material
possession of the thing sold, and it were proven that she knew
that the thing was in the possession of a third person claiming to
have property rights therein, such agreement would perfectly be
valid,”37 and there would have been full compliance by the seller
of his obligations under the sale, by the mere execution of the
public instrument.
In effect, Addison does not intend to place constructive
delivery at a lower category than that of actual delivery, and
there is no implication in the ruling that for constructive delivery
to produce the effects of tradition, it has to be coupled by
subsequent actual delivery or by the actual taking of physical
possession by the buyer. Otherwise, if constructive delivery
cannot do the job without actual delivery being made later on,
then constructive delivery would not in reality be a separate
form of tradition.
The Addison doctrine was reiterated in Power Commercial
and Industrial Corp. v. Court of Appeals,38 where the Court
emphasized that the operative word in the doctrine is not
“possession” but “control.” In Power Commercial, the buyer was
fully aware of the existence of squatters on the property at the
time of the transactions and even undertook the job of evicting
them. The Court held that the buyer cannot contend later on
that the execution of the deed of sale in a public document did
not operate as a symbolic delivery to transfer possession to the
buyer due to the presence of occupants on the lot sold, thus:
37
Ibid, at p. 409.
38
274 SCRA 597 (1997).
39
Articles 1477 and 1495, Civil Code; Fidelity & Deposit Co. v. Wilson, 8 Phil. 51,
56-57 (1907); Tan Leonco v. Go Inqui, 8 Phil. 531 (1907); Kuenzle & Streiff v. Macke &
Chandler, 14 Phil. 610, 611-612 (1909).
226 LAW ON SALES
40
Addison v. Felix, 38 Phil. 404, 408 (1918); Vda. De Sarmiento v. Lesaca, 108
Phil. 900, 902-03 (1960); and Danguilan v. Intermediate Appellate Court, 168 SCRA 22,
32 (1988).
41
Reiterated in Solid Homes, Inc. v. Court of Appeals, 275 SCRA 267 (1997).
42
68 SCRA 18 (1975).
PERFORMANCE OR CONSUMMATION OF SALE 227
47
Ibid, at p. 830.
48
Ibid, at p. 831.
PERFORMANCE OR CONSUMMATION OF SALE 229
49
Ibid, at pp. 831-832.
50
Ibid, at p. 409.
230 LAW ON SALES
b. Symbolic Delivery
As to movables, constructive delivery may also be made
by the delivery of the keys of the place or depository where the
movable is stored or kept.51
Symbolic delivery must involve or cover the subject matter,
and cannot take a form relating to the payment of the purchase
price. Thus, Lorenzo Dev. Corp. v. Court of Appeals,52 held that
the issuance of an acknowledgment receipt of the partial payment
for the property bought cannot be taken to mean a transfer of
ownership thereof to the buyer because “no constructive delivery
of the real property could have been effected by virtue thereof.”
c. Constitutum Possessorium
This mode of constructive delivery takes effect when at the
time of the perfection of the sale, the seller held possession of
the subject matter in the concept of owner, and pursuant to the
contract, the seller continues to hold physical possession thereof
no longer in the concept of an owner, but as a lessee or any other
form of possession other than in the concept of owner.53
51
Art. 1498, Civil Code.
52
449 SCRA 99 (2005).
53
Art. 1500; Amigo v. Teves, 96 Phil. 252 (1954).
54
281 SCRA 176 (1997).
PERFORMANCE OR CONSUMMATION OF SALE 231
56
Art. 1514, Civil Code.
57
Norkis Distributors v. Court of Appeals, 193 SCRA 694 (1991); P.T. Cerna Corp.
v. Court of Appeals, 221 SCRA 19 (1993).
58
Art. 1523, Civil Code.
PERFORMANCE OR CONSUMMATION OF SALE 233
transit, and if the seller fails to do so, the goods shall be deemed
to be at his risk during such transit.59
59
Art. 1523, Civil Code.
60
A. Soriano Y Cia. v. Collector, 97 Phil. 505 (1955).
61
Behn Meyer & Co. v. Yangco, 38 Phil. 602, 606 (1918).
62
Behn Meyer & Co. v. Yangco, 38 Phil. 602, 606 (1918).
234 LAW ON SALES
63
38 Phil. 602 (1918).
64
Ibid, at p. 605.
PERFORMANCE OR CONSUMMATION OF SALE 235
is equally strong that the duty of the seller is to have the goods
transported to their ultimate destination and that title to property
does not pass until the goods have reached their destination.”65
Nevertheless, Behn, Meyer & Co. upheld the principle
that “both of the terms ‘c.i.f.’ and ‘f.o.b.’ merely make rules of
presumption which yield to proof of contrary intention.”66 The Court
then held that since in the instant case the “c.i.f.” arrangement
was accompanied with the word “Manila” which was the point of
destination, then this must be taken to mean “that the contract
price, covering costs, insurance, and freight, signifies that the
delivery was to be made at Manila.”67
In Pacific Vegetable Oil Corp. v. Singzon,68 the Court held
that under an arrangement “c.i.f. Pacific Coast” (the point of
destination), “the vendor is to pay not only the cost of the goods,
but also the freight and insurance expenses, and, as it was
judicially interpreted, this is taken to indicate that the delivery is
to be made at the port of destination.”
Behn, Meyer & Co. and Pacific Vegetable agree with the
second school of thought that since c.i.f. includes both insurance
and freight expenses to be paid by the seller, ordinarily therefore,
in a c.i.f. arrangement, the risk of loss for the account of the buyer
arises only when the vessel arrives at the point of destination.
On the other hand General Foods v. NACOCO,69 upholds
the first school of thought that “[t]here is no question that under
an ordinary C.I.F. agreement, delivery to the buyer is complete
upon delivery of the goods to the carrier and tender of the
shipping and other documents required by the contract and the
insurance policy taken in the buyer’s behalf.”70 General Foods
therefore holds that although it is the seller who may make the
arrangement for the insurance coverage and freightage of the
goods, he does this for the account and benefit of the buyer, who
has agreed to pay for such amounts.
65
Ibid, at pp. 605-606.
66
Ibid, at p. 606.
67
Ibid, at pp. 606-607.
68
G.R. No. L-7917, Supreme Court Advance Decisions, 29 April 1955.
69
100 Phil. 637 (1956).
70
Ibid, at p. 341.
236 LAW ON SALES
71
Ibid, at p. 341.
PERFORMANCE OR CONSUMMATION OF SALE 237
b. Reservation of Ownership
Despite delivery, ownership will not transfer to the buyer in
case of express reservation, such as when the parties stipulate
that ownership will not transfer until the purchase price is fully
paid,77 or until certain conditions are fulfilled.78
Article 1503 of the Civil Code gives the following instances
when there is an implied reservation of ownership:
(a) Where goods are shipped, and by the bill of
lading the goods are deliverable to the seller
or his agent, the seller thereby reserves the
ownership in the goods.
But, if except from the form of the bill of
lading, ownership would have passed to the
buyer on shipment of the goods, the seller’s
76
Art. 1521, Civil Code.
77
Art. 1478, Civil Code.
78
Art. 1503, Civil Code.
240 LAW ON SALES
81
Art. 1522, Civil Code.
82
2 SCRA 830 (1961).
83
Ibid, at p. 840; emphasis supplied.
84
Art. 1481, Civil Code.
85
Last paragraph of Art. 1481, Civil Code.
242 LAW ON SALES
86
441 SCRA 172 (2004).
87
Ibid, at p. 184.
88
Ibid, at pp. 184-185.
89
47 Phil. 115 (1924).
90
56 Phil. 617 (1932).
PERFORMANCE OR CONSUMMATION OF SALE 243
91
150 SCRA 336 (1987).
92
Ibid, at p. 342.
93
217 SCRA 322 (1993).
244 LAW ON SALES
94
Ibid, at p. 327, citing 67 AM JUR 2D, pp. 733-748.
95
325 SCRA 694 (2000).
PERFORMANCE OR CONSUMMATION OF SALE 245
96
Art. 1521, Civil Code.
97
Art. 1521, Civil Code.
98
Art. 1521, Civil Code.
99
Art. 1521, Civil Code.
100
Art. 1521, Civil Code.
246 LAW ON SALES
101
Art. 1539, Civil Code.
102
478 SCRA 451 (2005).
103
Art. 1539, Civil Code.
104
Art. 1539, Civil Code.
105
Art. 1540, Civil Code.
106
Art. 1541, Civil Code.
PERFORMANCE OR CONSUMMATION OF SALE 247
107
Art. 1542, Civil Code.
108
Esguerra v. Trinidad, 518 SCRA 186 (2007).
109
Art. 1542, Civil Code. See also Azarraga v. Gay, 52 Phil. 599 (1928), and Teran
v. Villanueva, 56 Phil. 677 (1932).
110
45 Phil 296 (1923).
111
362 SCRA 69 (2001).
112
Reiterated in Rudolf Lietz, Inc. v. Court of Appeals, 478 SCRA 451 (2005).
113
Garcia v. Velasco, 72 Phil. 248 (1941).
248 LAW ON SALES
contract, the rules of lump sum sale shall prevail in the sale of
real property.
Balantakbo v. Court of Appeals,117 reiterated that the rule is
quite well-settled that what really defines a piece of land is not
the area calculated with more or less certainty mentioned in the
description but the boundaries therein laid down as enclosing the
land and indicating its limits: where the land is sold for a lump sum
and not so much per unit of measure or number, the boundaries
of the land stated in the contract determine the effects and scope
of the sale not the area thereof.118
In Esguerra v. Trinidad,119 the Court held —
117
249 SCRA 323 (1995).
118
Reiterated in Rudolf Lietz, Inc. v. Court of Appeals, 478 SCRA 451 (2005).
119
518 SCRA 186 (2007).
250 LAW ON SALES
124
Ibid, at p. 70.
125
378 SCRA 172 (2002).
252 LAW ON SALES
DOUBLE SALES
1. Rules on Double Sales Must Be Considered
as Rules on Tradition 127
The various rules on double sales, including those provided
under Article 1544 of the Civil Code, are rules that pertain to the
consummation stage in the life of a sale; they cover the effects
and consequences of tradition in a particular situation where the
same seller has sold the same subject property to two or more
buyers who do not represent the same interests. Consequently,
the various rules on double sales usually can only operate under
the same premise that tradition, whether actual or constructive,
can be made operative, that is:
(a) The conflicting sales are all valid and de-
mandable sales, pursuant to which tradition
was or could be effected; and
(b) The seller who effected multiple sales
to various buyers over the same subject
matter actually had ownership to convey.128
126
444 SCRA 445 (2004).
127
The rules on double sales under Article 1544 of the Civil Code find no relevance
in an ordinary donation. Hemedes v. Court of Appeals, 316 SCRA 347 (1999).
128
Consolidated Rural Bank (Cagayan Valley), Inc. v. Court of Appeals, 448 SCRA
347 (2005).
PERFORMANCE OR CONSUMMATION OF SALE 253
that the second rule that grants preference to a buyer who first
takes possession of the immovable in good faith, is consistent
with the essence of the principle that the sale, even when it is
valid and enforceable, is merely a “title” or the legal justification
to acquire ownership, but it is tradition that is the “mode” by which
ownership is transferred to a buyer. Consequently, outside the
applicability of the primary rule on registration, the buyer who first
obtains possession of the subject matter in good faith is preferred
against another claiming buyer, under the inversely phrased
principle of Nemo dat quod non habet, that “No man can receive
from his seller what the latter no longer has.”
Finally, in the absence of first inscription or first possession,
both in good faith, Article 1544 reflects in the third rule applicable
to double sales of immovable the principle of prius tempore,
potior jure, which means that the first buyer, having the oldest
title in good faith, should be preferred.
132
432 SCRA 544 (2004).
133
Ibid, at p. 551. Also Carumba v. Court of Appeals, 31 SCRA 558 (1970);
Radiowealth Finance Co. v. Palileo, 197 SCRA 245 (1991).
PERFORMANCE OR CONSUMMATION OF SALE 257
134
323 SCRA 430 (2000).
135
395 SCRA 43 (2003).
258 LAW ON SALES
136
Ibid, at p. 50.
137
432 SCRA 544 (2004).
PERFORMANCE OR CONSUMMATION OF SALE 259
138
Dagupan Trading Co. v. Macam, 14 SCRA 179 (1965); Carumba v. Court of
Appeals, 31 SCRA 558 (1970); Radiowealth Finance Co. v. Palileo, 197 SCRA 245
(1991); Naawan Community Rural Bank, Inc. v. Court of Appeals, 395 SCRA 43 (2003);
Abrigo v. De Vera, 432 SCRA 544 (2004); Naval v. Court of Appeals, 483 SCRA 102
(2006).
139
Lichauco v. Berenguer, 39 Phil. 643 (1919); Hanopol v. Pilapil, 7 SCRA 452
(1963); Dischoso v. Roxas, 5 SCRA 781 (1962); Espiritu v. Valerio, 9 SCRA 761 (1963).
260 LAW ON SALES
140
39 Phil. 643 (1919).
141
7 SCRA 452 (1963).
142
Ibid, at pp. 456-457.
PERFORMANCE OR CONSUMMATION OF SALE 261
143
Bautista v. Fule, 85 Phil. 391 (1950); Bayoca v. Nogales, 340 SCRA 154 (2000);
Naval v. Court of Appeals, 483 SCRA 102 (2006).
144
31 SCRA 558 (1970).
262 LAW ON SALES
33, Rule 39 of the 1997 Rules of Civil Procedure providing that the
purchaser at public auction “shall be substituted to and acquire
all the rights, title, interest and claim of the judgment obligor to
the property as of the time of the levy,” overrides the provision of
Article 1544 when it involves unregistered land since under Act
No. 3344 registration of instruments affecting unregistered lands
is “without prejudice to a third party with a better right.”
In contrast, in Radiowealth Finance Co. v. Palileo,145 citing
Carumba, the Court noted that under the Torrens system, it is the
act of registration that operates to convey and affect registered
land, and that therefore a bona fide purchaser of a registered
land at an execution sale (in spite of the merely “stepping into
the shoes of the judgment debtor” rule for public auctions done
pursuant to the Rules of Court) acquires a good title as against a
prior transferee, if such transfer was unrecorded, thus:
145
197 SCRA 245 (1991).
146
Ibid, at pp. 246-247.
PERFORMANCE OR CONSUMMATION OF SALE 263
147
9 SCRA 761 (1963).
148
Ibid, at p. 763; emphasis supplied.
264 LAW ON SALES
151
483 SCRA 102 (2006).
266 LAW ON SALES
notice and binds third person who may subsequently deal with
the same property.152
In Naval, although the second buyer was able to register
the land under the Torrens system, the Court held that it cannot
detract from the fact that she acquired the land as unregistered
land, and her act of registration under the Torrens system cannot
cleanse her title of defect that it carried under the provisions of
Act No. 3344. The Court clarified that the issue of good faith
or bad faith of the buyer under Article 1544 or that under the
Property Registration Decree is relevant only where the subject
of the sale is registered land and the purchaser is buying the
same from the registered owner of whose title to the land is
clean. In Naval, the second buyer did not buy the land from a
registered owner thereof, but in fact she was the one who had
the land subsequently registered, with constructive knowledge
of the previous sale which was deemed to have placed her in
bad faith.
The rulings in Dagupan Trading and Naval cover unusual
cases, constituting equitable exception to the basic tenets laid
down in Carumba and Radiowealth Finance. More importantly,
the rulings in Dagupan Trading and Naval are diametrically
opposed to the rulings in Naawan Community Rural Bank and
Abrigo discussed above.
Under a global set of rules pertaining to double sales, the
particular rules provided under Article 1544 take only third rung,
with registration under the Torrens system and the rule on public
auction sales under the Rules of Court, coming in first and second,
respectively. If this were the case, what does the first rule under
Article 1544 on “first to register in good faith” still cover? This
is where things become truly confusing based on the conflicting
decisions of the Court.
There is a line of decisions that says that the “first to register
in good faith” rule in Article 1544 covers precisely the “absolutely
first” rule of registration being the operative fact under the Torrens
152
See also Bautista v. Fule, 85 Phil. 391 (1950), cited in Naawayan Community
Rural Bank, Inc. v. Court of Appeals, 395 SCRA 43 (2003).
PERFORMANCE OR CONSUMMATION OF SALE 267
153
Bautista v. Fule, 85 Phil. 391 (1950); Bayoca v. Nogales, 340 SCRA 154 (2000);
Naval v. Court of Appeals, 483 SCRA 102 (2006).
154
69 SCRA 99 (1976).
268 LAW ON SALES
155
300 SCRA 722 (1998).
PERFORMANCE OR CONSUMMATION OF SALE 269
sales was void for having forged the signature of the seller, the
provisions of Article 1544 were held to be inapplicable.156
We therefore look with rabid curiosity at the pronouncement
in Caram, Jr. v. Laureta,157 where in a double sales situation it held
that that “the second contract of sale, having been registered in
bad faith, is null and void. Article 1410 of the Civil Code of the
Philippines provides that any action or defense for the declaration
of the inexistence of a contract does not prescribe.” In effect,
Caram, Jr. considered the failure of the second buyer to comply
with the registration requirement under Article 1544 in good faith
to make his sale void, thus —
159
Torrecampo v. Alindogon, Sr., 517 SCRA 84 (2007).
160
42 Phil. 236 (1921).
161
Ibid, at p. 238.
PERFORMANCE OR CONSUMMATION OF SALE 271
162
Ibid, at p. 239.
163
69 SCRA 99 (1976).
164
280 SCRA 536 (1997).
165
263 SCRA 15 (1996).
272 LAW ON SALES
166
Ibid, at p. 28.
167
San Lorenzo Dev. Corp. v. Court of Appeals, 449 SCRA 99 (2005).
168
300 SCRA 722 (1998).
PERFORMANCE OR CONSUMMATION OF SALE 273
169
Ibid, at p. 740.
170
Dischoso v. Roxas, 5 SCRA 781, 789-790 (1962).
171
Cruzado v. Bustos, 34 Phil. 17 (1916). Reiterated in Ong v. Olasiman, 485 SCRA
464 (2006); Solera v. Rodaje, 530 SCRA 432 (2007).
274 LAW ON SALES
172
448 SCRA 347 (2005). Reiterated in Sigaya v. Mayuga, 467 SCRA 341 (2005);
Ong v. Olasiman, 485 SCRA 464 (2006).
173
Ibid, at p. 360. Reiterated in Solera v. Rodaje, 530 SCRA 432 (2007).
174
69 SCRA 99 (1976), citing C. VILLANUEVA, PHILIPPINE LAW ON SALES, 100 (1995).
PERFORMANCE OR CONSUMMATION OF SALE 275
the respective dates of their purchases, but posits the main rule
prius tempore, potior jure, thus:
175
Ibid, at pp. 122-123. Reiterated in Ulep v. Court of Appeals, 472 SCRA 241
(2005); Tanglao v. Parungao, 535 SCRA 123 (2007).
PERFORMANCE OR CONSUMMATION OF SALE 277
176
103 SCRA 7 (1981).
177
Cruz v. Cabana, 129 SCRA 656 (1984); Gatmaitan v. Court of Appeals, 200
SCRA 37 (1991); Vda. de Jomoc v. Court of Appeals, 200 SCRA 74 (1991).
278 LAW ON SALES
178
Carbonell v. Court of Appeals, 69 SCRA 99 (1976); but see dissenting opinion
of Justice Muñoz-Palma.
179
263 SCRA 15 (1996).
180
Ibid, at p. 37.
181
278 SCRA 702 (1997). See also Martinez v. Court of Appeals, 358 SCRA 38
(2001); Gabriel v. Spouses Mabanta, 399 SCRA 573 (2003).
182
Ibid, at p. 712, quoting from Cruz v. Caban, 129 SCRA 656, 663 (1984).
183
340 SCRA 154 (2000).
PERFORMANCE OR CONSUMMATION OF SALE 279
tering the deed. Thus, it has been held that in cases of double
sale[s] of immovables, what finds relevance and materiality is not
whether or not the second buyer was a buyer in good faith but
whether or not said second buyer registers such second sale in
good faith, that is, without knowledge of any defect, in the title of
the property sold.”184
In Escueta v. Lim,185 it was held that by applying Article
1544, a second buyer of the property who may have had actual or
constructive knowledge of such defect in the seller’s title cannot
be a registrant in good faith; such second buyer cannot defeat
the first buyer’s title, and if title has been issued to the second
buyer, the first buyer may seek reconveyance of the property
subject of the sale.
f. Peculiar Developments
The rather well-established Carbonell doctrine seems to be
undergoing indirect erosions by the obiter ruling in San Lorenzo
Dev. Corp. v. Court of Appeals,186 where the Court held that the
provisions of Article 1544 presented an actual race between the
two buyers in equal level, thus: “When the thing sold twice is an
immovable, the one who acquires it and first records it in the
Registry of Property, both made in good faith, shall be deemed
the owner. Verily, the act of registration must be coupled with
good faith — that is, the registrant must have no knowledge of
the defect or lack of title of his vendor or must not have been
aware of facts which should have put him upon such inquiry and
investigation as might be necessary to acquaint him with the
defects in the title of his vendor.”187 The Court thereby decreed
the annotation of lis pendens by the first buyer as ineffective to
overcome the previous possession acquired in good faith by the
second buyer, because the annotation was done at the time when
first buyer already knew of the second sale. Impliedly included in
the ruling is that the annotation of lis pendens by the first buyer
184
Ibid, at p. 166.
185
512 SCRA 411 (2007).
186
449 SCRA 99 (2005).
187
Ibid, at pp. 115-116.
280 LAW ON SALES
192
Reiterated in Tsai v. Court Appeals, 366 SCRA 324 (2001); Aguirre v. Court of
Appeals, 421 SCRA 310 (2004); Raymundo v. Bondong, 526 SCRA 514 (2007); Tanglao
v. Parungao, 535 SCRA 123 (2007).
193
247 SCRA 336 (1995).
194
410 SCRA 484 (2003).
195
213 SCRA 563 (1992).
196
Ibid, at pp. 565-565, quoting from Co v. Court of Appeals, 196 SCRA 705 (1996).
Reiterated in Diaz-Duarte v. Ong, 298 SCRA 388 (1998); Millena v. Court of Appeals, 324
SCRA 126 (2000); Tanongon v. Samson, 382 SCRA 130 (2002); Universal Robina Sugar
Milling Corp. v. Heirs of Angel Teves, 389 SCRA 316 (2002); Heirs of Aguilar-Reyes v.
Spouses Mijares, 410 SCRA 97 (2003); San Roque Realty and Dev. Corp. v. Republic,
532 SCRA 493 (2007).
197
Veloso v. Court of Appeals, 260 SCRA 593 (1996); Balatbat v. Court of Appeals,
261 SCRA 128 (1996); Mathay v. Court of Appeals, 295 SCRA 556 (1998); Diaz-Duarte
v. Ong, 298 SCRA 388 (1998); Tanongon v. Samson, 382 SCRA 130 (2002); Heirs of
Aguilar-Reyes v. Spouses Mijares, 410 SCRA 97 (2003); Portic v. Cristobal, 546 SCRA
577 (2005); Galvez v. Court of Appeals, 485 SCRA 346 (2006).
282 LAW ON SALES
198
295 SCRA 556 (1998). Also Modina v. Court of Appeals, 317 SCRA 696
(1999).
PERFORMANCE OR CONSUMMATION OF SALE 283
203
358 SCRA 38 (2001).
204
Reiterated in Heirs of Severa P. Gregorio v. Court of Appeals, 30 SCRA 565
(1998); Heirs of Celestial v. Heirs of Celestial, 408 SCRA 291 (2003); Consolidated Rural
Bank (Cagayan Valley), Inc. v. Court of Appeals, 448 SCRA 347 (2005); Raymundo v.
Bondong, 526 SCRA 514 (2007).
205
422 SCRA 101 (2004).
206
Reiterated in Occeña v. Esponilla, 431 SCRA 116 (2004).
207
Republic v. De Guzman, 326 SCRA 267 (2000); Heirs of Ramos Durano, Sr. v.
Uy, 344 SCRA 238 (2000); Tanglao v. Parungao, 535 SCRA 123 (2007).
208
Ibid, at p. 566.
PERFORMANCE OR CONSUMMATION OF SALE 285
209
250 SCRA 523 (1995).
210
316 SCRA 721 (1999).
211
Carbonell v. Court of Appeals, 69 SCRA 99 (1976).
212
261 SCRA 128 (1996).
286 LAW ON SALES
213
Ibid, at pp. 142-143.
214
404 SCRA 145 (2003).
215
250 SCRA 523 (1995).
216
250 SCRA 560, 566 (1995).
217
421 SCRA 310 (2004).
PERFORMANCE OR CONSUMMATION OF SALE 287
218
Ibid, at p. 321.
219
250 SCRA 523, 543 (1995).
220
517 SCRA 369 (2007).
221
Reiterated in Chua v. Soriano, 521 SCRA 68 (2007).
222
Cheng v. Genato, 300 SCRA 722 (1998). Also Ulep v. Court of Appeals, 472
SCRA 241 (2005).
223
Carbonell v. Court of Appeals, 69 SCRA 99 (1976); Balatbat v. Court of Appeals,
261 SCRA 128 (1996).
288 LAW ON SALES
224
449 SCRA 99 (2005).
225
Bautista v. Fule, 85 Phil. 391 (1950); Bayoca v. Nogales, 340 SCRA 154 (2000);
Naval v. Court of Appeals, 483 SCRA 102 (2006).
226
Vda. de Alcantara v. Court of Appeals, 252 SCRA 457 (1996).
227
Santiago v. Court of Appeals, 247 SCRA 336 (1995); Bayoca v. Nogales, 340
SCRA 154 (2000).
228
278 SCRA 702 (1997).
PERFORMANCE OR CONSUMMATION OF SALE 289
229
Ibid, at p. 712, quoting from Cruz v. Cabana, 129 SCRA 656, 663 (1984).
Reiterated in Bautista v. Court of Appeals, 322 SCRA 294 (2000); Limson v. Court of
Appeals, 357 SCRA 209 (2001).
230
272 SCRA 803 (1997).
231
533 SCRA 350 (2007).
290 LAW ON SALES
232
Ibid, at p. 362. Also Tanglao v. Parungao, 535 SCRA 123, 131-132 (2007).
233
410 SCRA 484 (2003).
PERFORMANCE OR CONSUMMATION OF SALE 291
234
Mathay v. Court of Appeals, 295 SCRA 556 (1998); Tsai v. Court Appeals, 366
SCRA 324 (2001); Aguirre v. Court of Appeals, 421 SCRA 310 (2004).
235
7 SCRA 452 (1963).
236
Ibid, at p. 456, citing Lichauco v. Berenguer, 39 Phil. 643 (1918).
237
247 SCRA 336 (1995). Also Liao v. Court of Appeals, 323 SCRA 430 (2000).
238
252 SCRA 80 (1996).
292 LAW ON SALES
239
Ibid, at p. 88.
240
261 SCRA 128 (1996).
241
Ibid, at p. 134.
242
Ibid, at p. 142.
PERFORMANCE OR CONSUMMATION OF SALE 293
243
449 SCRA 99, 116.
244
Ibid, at p. 117.
294 LAW ON SALES
245
Ibid, at p. 118.
246
213 SCRA 415 (1992).
247
Ibid, at p. 119.
248
184 SCRA 584 (1990).
PERFORMANCE OR CONSUMMATION OF SALE 295
249
87 Phil. 159 (1950).
250
40 Phil. 614 (1919).
251
449 SCRA 99 (2005).
252
Ibid, at p. 116.
253
Ibid, at pp. 116-117.
296 LAW ON SALES
254
Essentially lifted by Consolidated Rural Bank (Cagayan Valley), Inc. v. Court of
Appeals, 448 SCRA 347 (2005).
255
300 SCRA 722 (1998).
256
Ibid, at p. 740.
PERFORMANCE OR CONSUMMATION OF SALE 297
had the first perfected and valid sale over the same subject
matter with the same seller. The rationale of the rule is that if
none of the contending buyers have validly effected a transfer of
ownership in his favor through any of the modes of tradition, then
the first buyer in point of time should be preferred because his
title (i.e., the legal basis upon which he can claim ownership over
the subject matter), was first in time.
Under a global set of rules pertaining to double sales, the
principle of “First in time, priority in right,” occupies the cellar
position only when special rules do not apply, perhaps because it
is the least representative of the mode of tradition.
OBLIGATIONS OF BUYER
1. Pay the Price
Buyer is obliged to pay for the price at the time and place
stipulated in the contract.257 Mere sending of a letter by the
buyer expressing his intention to pay without the accompanying
payment is not considered a valid tender of payment.258 Unless
the parties have agreed to the payment of the price to any other
party, then its payment to be effective must be made to the seller
in accordance with Art. 1240 of the Civil Code which provides
that “[P]ayment shall be made to the person in whose favor the
obligation has been constituted or his successor in interest, or
any person authorized to receive.”259
265
Art. 1584, Civil Code.
266
Art. 1583, Civil Code.
267
Art. 1583, Civil Code.
268
Art. 1586, Civil Code.
269
Art. 1586, Civil Code.
300 LAW ON SALES
—oOo—
270
Art. 1587, Civil Code.
271
Art. 1587, Civil Code.
272
Art. 1588, Civil Code.
301
CHAPTER 7
DOCUMENTS OF TITLE
DEFINITION AND FUNCTION
A “document of title of goods” includes any bill of lading,
dock warrant, quedan, or warehouse receipt or order for the
delivery of goods, or any other document used in the ordinary
course of business in the sale or transfer of goods, as proof of the
possession or control of the goods, or authorizing or purporting to
authorize the possessor of the document to transfer or receive,
either by endorsement or by delivery, goods represented by such
document.1
Documents of title therefore serve two (2) functions:
(a) As evidence of the possession or control of
the goods described therein; and
(b) As the medium of transferring title and pos-
session over the goods described therein,
without having to effect actual delivery
thereof.
In an early case,2 the Supreme Court held that a warehouse
receipt represents the goods, but the entrusting of the receipt is
more than the mere delivery of the goods; it is a representation
that the one to whom the possession of the receipt has been so
entrusted has the title to the goods.
In another case,3 the Court held that the endorsement and
delivery of a negotiable quedan prior to the filing of the petition for
insolvency, operates as the transfer of possession and ownership
of the goods referred to therein, and had the effect of divorcing
the property covered from the estate of the insolvent.
1
Art. 1636, Civil Code.
2
Siy Cong Bieng v. Hongkong & Shanghai Bank, 56 Phil. 598 (1932).
3
Philippine Trust Co. v. National Bank, 42 Phil. 413 (1921).
301
302 LAW ON SALES
4
Act No. 2137, as amended.
5
Act No. 3893, as amended.
DOCUMENTS OF TITLE 303
6
Art. 1507, Civil Code.
304 LAW ON SALES
14
Art. 1509, Civil Code.
15
Art. 1513, Civil Code.
DOCUMENTS OF TITLE 307
18
Art. 1511, Civil Code.
19
Art. 1511, Civil Code.
20
Art. 1514, Civil Code.
DOCUMENTS OF TITLE 311
In all situations where the owner had neither lost nor been
unlawfully deprived of the goods, the assignee-buyer’s title
to the goods is preferred even against the owner who can no
longer recover the goods. In such cases, the assignee-buyer’s
ownership to the goods is not derived from the assignor-seller, but
is granted directly under the aegis of Article 559 which states that
“[t]he possession of the movable property acquired in good faith
is equivalent to title.” In such situations, it does not even matter if
the assignor-seller had no ownership at all to the goods he sold
to the assignee-buyer since the latter’s title is not dependent on
the assignor-seller’s title.
On the other hand, if the owner had lost the goods or been
unlawfully deprived thereof, the owner may recover against the
assignee-buyer, even when the latter is in good faith and bought
for value, because Article 559 expressly does not give to the
assignee-buyer any original title; and in such case the assignee-
buyer’s title to the goods must be derived from that of the assignor-
seller’s. If the assignor-seller had no title to the goods sold, the
assignee-buyer receives no title even if the goods are delivered
to him under the principle Nemo dat quod non habet.
the owner, the buyer requires no better title to the goods than the
seller had.” Article 1505 provides for exception to the principle
of Nemo dat quod non habet that it provides, and the case of
goods covered by a negotiable instrument is not within any of the
exceptions.
Furthermore, Article 1506 provides that “[w]here the seller
of goods has a voidable title thereto, but his title has not been
avoided, at the time of sale, the buyer acquires good title to
the goods, provided he buys them in good faith, for value, and
without notice of the seller’s defect.” The article does require that
the minimum requirements for the buyer to obtain valid title to
goods by reason of delivery is that at least the seller had voidable
title thereto, and the principle under said article cannot extend to
benefit a buyer in good faith and for value who takes delivery of
the goods from a seller who had void title thereto.
Finally, the rules of warranties clearly provide that owner has
“title to the goods” as one of his warranties, and consequently
if it turns out that owner does not have title to the goods, then
it would constitute an actionable breach of warranties, and the
remedy of the buyer-holder is to run after the transferor of the
negotiable document of title.
22
Art. 1514, Civil Code.
23
Art. 1532, Civil Code.
DOCUMENTS OF TITLE 317
faith for value would bind the owner and a negotiable document
of title is issued for them, such goods cannot thereafter, while
in possession of such bailee, be attached by garnishment or
otherwise or be levied under an execution unless the document
be first surrendered to the bailee or its negotiation enjoined.24
The bailee shall in no case be compelled to deliver up the actual
possession of the goods until the document is surrendered to him
or impounded by the court.25
The special rules on goods covered by a negotiable document
of title show that in such case ownership and possession of the
document itself is equivalent to the holder having actual ownership
and possession of the goods covered thereby. The goods are
treated to be inseparable from the negotiable document of title
covering them, and vice-versa.
In such case, a creditor whose debtor is the owner of a
negotiable document of title shall be entitled to such aid from
courts of appropriate jurisdiction by injunction and otherwise in
attaching such document or in satisfying the claim by means
thereof as is allowed at law or in equity in regard to property
which cannot readily be attached or levied upon by ordinary legal
process.26
—oOo—
24
Art. 1519, Civil Code.
25
Art. 1519, Civil Code.
26
Art. 1520, Civil Code.
318 LAW ON SALES
CHAPTER 8
SALE BY A NON-OWNER OR BY
ONE HAVING VOIDABLE TITLE:
THE “LIFE” OF CONTRACT OF SALE
1
Ang Yu Asuncion v. Court of Appeals, 238 SCRA 602 (1994); Toyota Shaw, Inc. v.
Court of Appeals, 244 SCRA 320 (1995); Limketkai Sons Milling, Inc. v. Court of Appeals,
250 SCRA 523 (1995); Jovan Land, Inc. v. Court of Appeals, 268 SCRA 160 (1997).
318
SALE BY A NON-OWNER OR 319
BY ONE HAVING VOIDABLE TITLE:
THE “LIFE” OF CONTRACT OF SALE
On the other hand, the consummation stage covers the
period when the obligations that arise from the legal existence of
the sale are to be performed: delivery of possession and transfer
of ownership of the subject matter by the seller; and the payment
of the price by the buyer.2
The consummation stage presupposes that the perfection
stage has happened; but the perfection stage does not
necessarily, or rather does not inexorably, result into every
aspect of the consummation stage. Perfection goes into the very
essence or birth of the sale; whereas, consummation goes into
the performance, or the manner by which the sale as a contract,
leads out its life.
The point that is being made is this: Perfection is the only stage
in the life of a sale that determines whether the contract exists at
all and the nature of its existence, whether it is a valid, voidable,
unenforceable, rescissible, or void contract; consummation stage
merely is the “living-out” of that kind of life that has been set by
the perfection stage. If the sale is valid at perfection, it remains
valid throughout its life and consummation has no choice but to
lead the life of a valid contract and the consequences thereof;
consummation cannot change the nature of such contract. If the
contract is voidable it is valid until annulled or it can be ratified; if it
is rescissible, it is subject to rescission within the period provided
for by law; if it is unenforceable, although it is valid, it cannot be
enforced in court, unless it falls within the exceptions provided for
by law; and if it is void, no attempt at performance can change
its inexistence.
We next tackle the concepts of “breach” and “rescission” in
relation to sale. In a sale, there is breach when any party does
not comply with what is incumbent upon him under the contract:
delivery of possession and transfer of ownership on the part of
the seller; and payment of the price on the part of the buyer;
and no prior demand is required to establish breach because of
the reciprocal nature of the obligations.3 When there is breach,
the other party not at fault may then rescind or resolve the sale.
The concepts of breach and rescission therefore presuppose the
existence of a valid sale; when a sale is void, it gives rise to no
2
Ibid.
3
Art. 1191, Civil Code.
320 LAW ON SALES
4
Art. 1475 Civil Code. Also, Jovan Land, Inc. v. Court of Appeals, 268 SCRA 160,
163-164 (1997); Quijada v. Court of Appeals, 299 SCRA 695 (1998); Co v. Court of
Appeals, 312 SCRA 528 (1999).
5
Balatbat v. Court of Appeals, 261 SCRA 128 (1996); Peñalosa v. Santos, 363
SCRA 545 (2001); Soliva v. The Intestate Estate of Marcelo M. Villalba, 417 SCRA 277
(2003).
6
Navarro v. Sugar Producer’s Corp., 1 SCRA 12180 (1961); Leabres v. Court of
Appeals, 146 SCRA 158 (1986); Coronel v. Court of Appeals, 263 SCRA 15 (1996).
7
Art. 1461, Civil Code.
8
Art. 1465, Civil Code.
9
Arts. 1459 and 1475, Civil Code.
SALE BY A NON-OWNER OR 321
BY ONE HAVING VOIDABLE TITLE:
THE “LIFE” OF CONTRACT OF SALE
Perfection of a sale merely creates the obligation on the part
of the seller to transfer ownership, but by itself perfection does
not transfer ownership. The law states that “the vendor must
have a right to transfer the ownership thereof at the time it is
delivered,”10 and that ownership of the thing sold is not transferred
by perfection but “shall be transferred to the vendee upon the
actual or constructive delivery thereof.”11
Consummation stage concerns itself with the actual transfer
of ownership of the subject matter and the payment of the price;
perfection stage merely concerns itself with the creation of the
obligations to transfer and to pay. Therefore, it is not critical for
valid perfection of a sale to come about, that the seller at that
time is the owner of the subject matter of the sale, or even that
the subject matter should exist at the time of perfection.
This truism is bolstered by the fact that the law on estoppel
provides that “[w]hen the person who is not the owner of a thing
sells or alienates and delivers it, and later the seller or grantor
acquires title thereto, such title passes by operation of law to the
buyer or grantee.”12 It is obvious that Article 1434 uses the word
“sells” to refer to the perfection stage of a sale since it includes
“and delivers it” as an additional part of its qualification.
2. At Consummation
Article 1505 of the Civil Code provides that “where goods
are sold by a person who is not the owner thereof, and who does
not sell them under authority or with the consent of the owner, the
buyer acquires no better title to the goods than the seller had.”
The article does not say that the sale of goods by a non-owner
renders the contract void; it describes the consequences when
delivery under a sale is effected when the seller is not the owner
of the thing delivered. As the Supreme Court aptly held: “It is a
well-settled principle in law that no one can give what one does
not have — nemo dat quod non habet. Accordingly, one can sell
10
Art. 1459, Civil Code.
11
Art. 1477, Civil Code.
12
Art. 1434, Civil Code.
322 LAW ON SALES
only what one owns or is authorized to sell, and the buyer can
acquire no more than what the seller can transfer legally.”13
In Mindanao Academy, Inc. v. Yap,14 a widow, without the
consent or authority of her co-owners-children, sold school
properties to buyer Yap, who obtained possession of the
properties by virtue of the sale, and took over the operations
of the school. Consequently, the other co-owners brought two
actions against buyer Yap: one for annulment of sale, and the
other for rescission. The two cases having been tried together,
the trial court ruled that the sale was null and void. On appeal, the
Court upheld the decision of the trial court, as follows:
In affirming the “nullity of the sale,” by the fact that the seller
“sold” under the sale properties that she did not own solely, the
Court seemed to have reasoned improperly. Certainly, a seller
may validly “sell” (enter into a valid and binding sale) properties
which he entirely does not own at the time of perfection.
Such contract is valid, and an action to annul such contract
is improper; and it is his failure to comply with his obligation
to transfer ownership over the subject matter that would give
rise to an action for rescission with damages. But really much
depends on what the Court meant to cover by the term “contract
of sale” as being “null and void.”
13
Gonzales v. Heirs of Thomas and Paula Cruz, 314 SCRA 585, 597 (1999). Also
Segura v. Segura, 165 SCRA 368 (1988).
14
13 SCRA 190 (1965).
15
Ibid, at p. 194; emphasis supplied.
SALE BY A NON-OWNER OR 323
BY ONE HAVING VOIDABLE TITLE:
THE “LIFE” OF CONTRACT OF SALE
If the sale referred to in Mindanao Academy was considered
as a “contract” defined by law as “a meeting of minds between
two persons whereby one binds himself, with respect to the
other, to give something,”16 such sale was certainly not null and
void even though the seller was not the owner of the thing sold
at the time of perfection. On the other hand, if the sale was being
considered at its consummation stage, that by tradition it has
transferred ownership to the buyer, then indeed such transfer
of ownership was “null and void” for a seller cannot transfer
ownership by delivery of a thing which he does not own, even
as a consequence of a valid sale. Mindanao Academy therefore
indicates to us the difficulties of not distinguishing which stage in
the life of the sale is being referred to: is it the “contract” as an
agreement that gives rise to obligations (perfected contract), or is
it the living contract as a manner of performance (consummated
contract).
In Estoque v. Pajimula,17 Buyer 1 bought a designated 1/3
southeastern portion of a large tract of land (lot 802) from the
seller who was then a pro-indiviso one-third co-owner thereof.
Subsequently, the seller, having obtained the ownership of the
entire property from his co-owners, sold the remaining 2/3 portion
thereof to Buyer 2. Buyer 1 thereupon sought to exercise the
statutory right of redemption,18 as a co-owner of the property as
against Buyer 2 on the basis that since the seller was merely a
co-owner at the time of the sale to her, Buyer 1 merely acquired
one-third pro-indiviso title to the property, making her a co-owner
thereof. In ruling against Buyer 1, the Court held:
16
Art. 1305, Civil Code.
17
24 SCRA 59 (1968).
18
Art. 1620, Civil Code.
324 LAW ON SALES
19
Ibid, at p. 63; emphasis supplied.
20
204 SCRA 142 (1991).
SALE BY A NON-OWNER OR 325
BY ONE HAVING VOIDABLE TITLE:
THE “LIFE” OF CONTRACT OF SALE
property ... may only be considered valid as a sale
of Aleja’s one-half interest therein. Aleja could not
have sold the particular hilly portion specified in the
deed of sale in the absence of proof that the conjugal
partnership property had been partitioned after the
death of Santiago. Before such partition, Aleja could
not claim title to any definite portion of the property
for all she had was an ideal or abstract quota or
proportionate share in the entire property.21
21
Ibid, at p. 149.
22
240 SCRA 78 (1995).
23
Ibid, at p. 88.
24
249 SCRA 331 (1995).
326 LAW ON SALES
25
Ibid, at pp. 337-338.
26
276 SCRA 149 (1997).
SALE BY A NON-OWNER OR 327
BY ONE HAVING VOIDABLE TITLE:
THE “LIFE” OF CONTRACT OF SALE
after the perfection of the contract of sale” clearly
implying that a sale is possible even if the seller was
not the owner at the time of sale, provided he acquires
title to the property later on.
In the present case however, it is likewise clear that
the sellers can no longer deliver the object of the sale
to the buyers, as the buyers themselves have already
acquired title and delivery thereof from the rightful
owner, the DBP. Thus, such contract may be deemed to
be inoperative and may thus fall, by analogy, under item
No. 5 of Article 1409 of the Civil Code: “Those which
contemplate an impossible service.” Article 1459 of the
Civil Code provides that “the vendor must have a right
to transfer the ownership thereof [object of the sale] at
the time it is delivered.” Here, delivery of ownership is
no longer possible. It has become impossible.”27
27
Ibid, at pp. 157-158.
28
324 SCRA 346 (2000).
328 LAW ON SALES
29
Ibid, at pp. 355-356.
30
Acabal v. Acabal, 454 SCRA 555 (2005); Barcenas v. Tomas, 454 SCRA 593
(2005).
31
Lopez v. Ilustre, 5 Phil. 567 (1906).
32
74 Phil. 601 (1944).
SALE BY A NON-OWNER OR 329
BY ONE HAVING VOIDABLE TITLE:
THE “LIFE” OF CONTRACT OF SALE
common, does not render the sale void, for it is a well-established
principle that the binding force of a contract must be recognized
as far as it is legally possible to do so.”33
The rule therefore is when prior to partition a co-owner sells
the entire property owned in common, the sale of the property
itself is void (i.e., the attempt to transfer ownership of the entire
property by virtue of the sale), but valid as to his spiritual share.34
On the other hand, when a co-owner prior to partition sells a
definite portion of the property owned in common, the sale as to
that portion is not valid as to the other co-owners, but valid as
to his spiritual share, if indeed the buyer would have still bought
such spiritual share had he known that the definite portion sold
would not be acquired by him.
Bailon-Casilao v. Court of Appeals,35 outlined the effects of
sale by one co-owner without the consent of all the co-owners,
thus:
33
Ibid, at p. 602.
34
Lopez v. Cuaycong, 74 Phil. 601 (1944). Reiterated in Fernandez v. Fernandez,
363 SCRA 811 (2001); Acabal v. Acabal, 454 SCRA 555 (2005); Panganiban v. Oamil,
542 SCRA 166 (2008).
35
160 SCRA 738 (1988).
330 LAW ON SALES
The effects of the sale of the entire property by one of the co-
owners, without the consent of the other co-owners, as affecting
only the seller’s pro-indiviso share, has been revisited lately in
Paulmitan v. Court of Appeals,37 which rightly found that the sale
by a co-owner of the entire property without the consent of the
other co-owners cannot be considered as null and void.38
Tomas Claudio Memorial College, Inc. v. Court of Appeals,39
held that when a co-owner sells the entire property, the sale is
valid as to his spiritual share since “a co-owner is entitled to
sell his individual share” and the proper action to take is not
the nullification of the sale, or for recovery of possession of the
property owned in common from the other co-owners, but for
division or partition of the entire property.40
The foregoing rulings seem to gloss over the commercial fact
that often the meeting of minds between the seller and the buyer
comes about by the commutative nature of the transaction, i.e.,
that the buyer was willing to pay a higher price, if he thought the
seller was obliging himself to sell the entire property or a definite
portion thereof. If it turns out that the seller had no capacity to do
so, because he is in fact merely a co-owner, then it may happen
more often than not that the sale is void under the provisions of
Article 1409(6) “where the intention of the parties relative to the
principal object of the contract cannot be ascertained.” Otherwise,
to compel the buyer to stick by the terms of the contract, would
lead to either or both of two things: (a) you compel the buyer to
accept a subject matter (i.e., spiritual share) to which he never
agreed to buy; and (b) to pay the agreed price for a subject matter
36
Ibid, at pp. 744-745.
37
215 SCRA 866 (1992).
38
Reiterated in Aguirre v. Court of Appeals, 421 SCRA 310 (2004); Heirs of the Late
Spouses Aurelio and Esperanza Balite v. Lim, 446 SCRA 54 (2004).
39
316 SCRA 502 (1999). Reiterated in Santos v. Lumbao, 519 SCRA 408 (2007);
Republic v. Heirs of Francisca Dignos-Sorono, 549 SCRA 58 (2008).
40
Reiterated in Heirs of Romana Ingjug-Tiro v. Casals, 363 SCRA 435 (2001),
Fernandez v. Fernandez, 363 SCRA 811 (2001); and Aguirre v. Court of Appeals, 421
SCRA 310 (2004).
SALE BY A NON-OWNER OR 331
BY ONE HAVING VOIDABLE TITLE:
THE “LIFE” OF CONTRACT OF SALE
(spiritual share) which commands a smaller value in the market.
The solutions given by the Court would often lead to unjustment
enrichment on the part of the seller. On the other hand, if the
proferred solution is that the buyer shall be compelled to accept
delivery of the spiritual share in the property intended to be
bought, and mandate that he will be paying a smaller amount as
the price for the spiritual portion, then it really amounts to making
a new contract between them, where the subject matter has
drastically changed, as well as the price.
The proper solution it seems to the author is that, the original
contract terms be upheld as valid (which is so, as discussed
above), but the option is granted to the buyer to either seek for
rescission for breach of seller’s obligation to deliver the object
agreed upon, or to accept partial delivery, i.e., only the spiritual
portion, which appropriate reduction of price, similar to the rules
in sale of real property per unit of measure or number.
41
13 SCRA 190 (1965).
42
Ibid, at p. 194.
332 LAW ON SALES
43
96 SCRA 775 (1980).
44
259 SCRA 65 (1996).
45
313 SCRA 384 (1999).
46
327 SCRA 570 (2000).
SALE BY A NON-OWNER OR 333
BY ONE HAVING VOIDABLE TITLE:
THE “LIFE” OF CONTRACT OF SALE
that ‘a person dealing with registered land is not required to go
behind the register to determine the condition of the property. He
is only charged with notice of the burdens on the property which
are noted on the face of the register or the certificate of title. To
require him to do more is to defeat one of the primary objects of
the Torrens system.’”47
47
Ibid, at p. 578.
334 LAW ON SALES
2. Recording Laws
Except on the effect of registration of chattel mortgage and
its subsequent foreclosure and sale at public auction, and the
jurisprudential rules that have come to govern the hierarchy of
48
55 SCRA 499 (1974).
SALE BY A NON-OWNER OR 335
BY ONE HAVING VOIDABLE TITLE:
THE “LIFE” OF CONTRACT OF SALE
claims on shares of stock of a corporation, there are at present no
other recording laws pertaining to movables that provide the same
principle as “registration as the operative act” principle applicable
to registered land under The Property Registration Decree.
49
54 O.G. 5143 (1958).
336 LAW ON SALES
50
101 Phil. 859 (1959).
51
Ibid, at p. 866.
SALE BY A NON-OWNER OR 337
BY ONE HAVING VOIDABLE TITLE:
THE “LIFE” OF CONTRACT OF SALE
The buyer is not in good faith may be determined from the
language of the deed of sale, as held by the Court in one case:52
“The language of the deed of sale may show bad faith on the
part of the buyer. In the deed, instead of the buyer insisting that
the seller guarantee its title to the land and recognize the right
of the buyer to proceed against the seller if the title to the land
turns out to be defective as when the land belongs to another
person, and instead the reverse is found in the deed of sale
providing that any losses which the buyer may incur in the event
the title turns out to be vested in another person are to be borne
by the buyer alone, show that the buyer did not purchase the
subject matter in good faith without notice of any defect in the
title of the seller.”53
52
Limketkai Sons Milling, Inc. v. Court of Appeals, 250 SCRA 523 (1995).
53
Ibid, at p. 543.
54
Pres. Decree No. 1529.
338 LAW ON SALES
... Being a sale, the rule that the seller must be the
owner of the thing sold also applies in a foreclosure
sale. This is the reason why Article 2085 of the Civil
55
291 SCRA 495 (1998).
56
Ibid, at p. 509. Reiterated in Clemente v. Razo, 452 SCRA 769 (2005).
57
324 SCRA 346 (2000).
SALE BY A NON-OWNER OR 339
BY ONE HAVING VOIDABLE TITLE:
THE “LIFE” OF CONTRACT OF SALE
Code, in providing for the essential requisites of the
contract of mortgage, requires among other things,
that the mortgagor or pledgor be the absolute owner
of the thing mortgaged, in anticipation of a possible
foreclosure sale should the mortgagor default in the
payment of the loan.
There is however, a situation where, despite the fact
that the mortgagor is not the owner of the mortgaged
property, his title being fraudulent, the mortgage
contract and any foreclosure sale arising therefrom
are given effect by reason of public policy. This is the
doctrine of “the mortgagee in good faith” based on the
rule that all persons dealing with property covered by
a Torrens Certificate of Title, as buyers or mortgagees,
are not required to go beyond what appears on the
face of the title. The public interest in upholding the
indefeasibility of a certificate of title, as evidence of the
lawful ownership of the land or of any encumbrance
thereof, protects a buyer or mortgagee who, in good
faith, relied upon what appears on the face of the
certificate of title.58
58
Ibid, at p. 358.
59
366 SCRA 324 (2001).
60
341 SCRA 572 (2000).
340 LAW ON SALES
61
Dizon v. Suntay, 47 SCRA 160, 165 (1972).
62
Del Rosario v. Lucena, 8 Phil. 535 (1907); Valera v. Finick, 9 Phil. 479 (1908);
Arenas v. Raymundo, 19 Phil. 47 (1911); U.S. v. Sotelo, 28 Phil. 147 (1914); Dizon v.
Suntay, 47 SCRA 160 (1972); Cruz v. Pahati, 98 Phil. 788 (1956).
All the foregoing cases “have one factor in common: Persons not duly authorized to
do so pawned or pledged jewelry in favor of innocent third persons.” Tagatac v. Jimenez,
53 O.G. No. 12 3792, 3796 (30 June 1957).
SALE BY A NON-OWNER OR 341
BY ONE HAVING VOIDABLE TITLE:
THE “LIFE” OF CONTRACT OF SALE
In Tagatac v. Jimenez,63 Tagatac was the owner of a vehicle
she sold to Feist who issued a check to cover the purchase price,
which check bounced. In the meantime, buyer sold the vehicle to
another person, and eventually the vehicle was sold to Jimenez,
who bought it in good faith and for value. Subsequently, Feist
was convicted for estafa. On the issue as to who was the rightful
owner of the vehicle, the Court held that Tagatac cannot be
deemed to have been unlawfully deprived of the vehicle as the
term is used in Article 559 since the failure of Feist to pay the
purchase price of the vehicle or the issuance of a check for its
price without funds to answer therefor did not or could not affect
the validity of the transfer of title of the subsequent buyer who
acquired the car in good faith; at the most it would give Tagatac
a right to rescind the contract, but the title to the thing sold would
not revert to the seller until the sale has been set aside by a
competent court. Until that is done, the rights of stranger in good
faith, acquired before resolution of the contract are entitled to
protection.
In the case of Aznar v. Yapdiangco,64 where the owner had
not yet consented to the sale of the vehicle when it was taken and
driven away by the would-be buyer, the acquisition subsequently
of another person who took it in good faith, would still entitle the
original owner to recover the same since it constituted unlawful
deprivation under Article 559 entitling the owner to recover it
from any possessor thereof. Aznar also held that the provisions
of Article 1506 would not apply to the present possessor since
it was essential that his seller should have a voidable title at
least. In the case of the present possessor his seller did not even
have any title to the property since it was never sold to him nor
delivered to him pursuant to a valid or at least voidable sale.
In EDCA Publishing & Distributing Corp. v. Santos,65 an
impostor identifying himself as a professor obtained delivery
of books from EDCA and for which he issued a check that
subsequently bounced. The impostor sold the books to Santos,
63
53 O.G. No. 12, 3792 (30 June 1957).
64
13 SCRA 486 (1965).
65
184 SCRA 614 (1990).
342 LAW ON SALES
who bought them in good faith and for value. In the resulting suit
over the books between EDCA and Santos, the Court held that
Santos did not have to establish his ownership over the books
since under Article 559 his possession of books acquired in good
faith is equivalent to title. In denying the contention of EDCA that
it had been “unlawfully deprived” of the books, the Court held
non-payment of the purchase price by the impostor, although
amounting to fraud, did not amount to unlawful deprivation under
Article 559, but merely may be considered vitiation of consent as
to make the contract voidable; but that so long as the contract has
not been annulled, it remained valid, and the subsequent sale
and delivery by the impostor of the books to Santos effectively
transferred ownership to Santos.
The implication of the Tagatac and EDCA Publishing rulings
is that Article 1506 represents an operative act which would
constitute a further exception to the provisions of Article 559,
which means that if the owner has been unlawfully deprived by
means of deceit pertaining to the non-payment of the purchase
price, but the one who takes the movable is able to sell and
deliver the movable to another person who takes it in good faith
and for value before the owner is able to rescind the earlier sale,
the buyer obtains good title and the original owner has no cause
of action to recover; and
What is gratifying from a reading of the foregoing three cases
is that the Court incisively distinguished between the perfection
stage and the consummation stage of the sale to arrive at a
proper resolution of the issues.
In Tagatac, the Court ruled that deceit or fraud, which do not
render the contract void but merely voidable (valid until annulled)
resulted into the existence of a sale, so that when delivery was
effected pursuant to such voidable contract, tradition effectively
and legally transferred ownership to the buyer, even though
he was a deceitful person. It also correctly ruled that the non-
payment of the price by the bouncing of the check went into the
performance of the contract and not to its perfection and therefore
non-payment could not reverse the coming into existence of the
sale by the meeting of minds of the parties.
SALE BY A NON-OWNER OR 343
BY ONE HAVING VOIDABLE TITLE:
THE “LIFE” OF CONTRACT OF SALE
In Aznar, the Court held the line that non-delivery of the
vehicle by the seller could not have possibly given any sort of
title to the would-be buyer, and the latter could not in turn convey
any title, valid or voidable, to his own buyer to bring the case
under Article 1506. The Court pointed out that perfection of the
contract does not transfer ownership; and that ownership is not
transferred by contract merely (i.e., perfection of the contract) but
by tradition or delivery.
Finally, in EDCA, the Court with much lucidity said, and by
the succeeding quoted passages, end this chapter, thus:
—oOo—
66
Ibid, at p. 618.
344 LAW ON SALES
CHAPTER 9
1
Art. 1263 of the New Civil Code provides that: “In an obligation to deliver a
generic thing, the loss or destruction of anything of the same kind does not extinguish
the obligation.”
344
LOSS AND DETERIORATION, 345
FRUITS AND OTHER BENEFITS
shall likewise be borne by the buyer, and he must still pay the price
agreed upon even when eventually the subject matter delivered
is no longer in the same condition. Under the same principle, any
improvement or fruits of the subject matter after perfection are for
the benefit of the buyer.
On the other hand, under common law principles, it is the
owner who bears the risk of loss (res perit domino), in the absence
of any stipulation to the contrary. However, in a sale, ownership
of the subject matter is transferred to the buyer from the moment
the contract is entered into and the goods are available to be
delivered to the buyer. When it comes to goods, it is not delivery
under common law that transfers ownership to the buyer, but the
perfection of an unconditional sale with availability of the subject
matter for delivery.
Therefore, even when the legal principles were different, the
legal consequences from the point of perfection were the same
in both legal systems: upon perfection of an unconditional sale
involving specific or determinate subject matter, the risk of loss,
deterioration and the benefits of fruits and improvements, were
for the account of the buyer.
In amending the provisions relating to the risk of loss, the
Code Commission decided to adopt the common law principle
that it should be the owner of the subject matter of the sale that
should bear the risk of loss (res perit domino); but they maintained
the civil law principle that ownership can only be transferred by
delivery. This legal fusion on principles have caused the current
confusion that prevails on the issue of risk of loss.
BEFORE PERFECTION
Before the perfection of a sale, the rules on loss, deterioration,
fruits and improvement of the purported subject matter are
the same: such loss, deterioration, fruits and improvements
shall pertain to the purported seller, since he owns the thing.
Notwithstanding the extent of the negotiations that have taken
place, prior to perfection, the purported subject matter bears no
legal or even equitable relationship to the purported buyer, and
346 LAW ON SALES
6
Art. 1494, New Civil Code.
348 LAW ON SALES
holds that “the contract never comes into existence. There can
be no sale without a thing to be sold. In such case, there is no
need of an action to annul the contract, because there can be no
annulment of something that does not exist.”7 Paras also refers
to such a contract as being “void” when at the time of perfection,
the subject matter thereof is lost.8
Nevertheless, the provisions of Articles 1493 and 1494 of
the New Civil Code should be instructive of how to treat loss,
deterioration and benefits after perfection: If the subject matter is
lost at the point of perfection, and the seller bears the loss and
the buyer is relieved of his obligations under the contract, then
the implication is that after perfection the buyer then bears the
risk of loss and deterioration even without prior delivery to him.
7
TOLENTINO, CIVIL CODE OF THE PHILIPPINES, Vol. V (1959 ed.), p. 37, citing 10 MANRESA 119.
8
PARAS, CIVIL CODE OF THE PHILIPPINES, Vol. V (1990 ed.), p. 89.
LOSS AND DETERIORATION, 349
FRUITS AND OTHER BENEFITS
1477 of the New Civil Code. On the other hand, although the
Supreme Court has held that the general rule under Philippine
jurisdiction is that after perfection but before delivery, the risk of
loss is borne by the seller under the rule of res perit domino,9 the
statutory bases for such doctrine are not clear-cut and sometimes
conflicting.
Firstly, the general principle of res perit domino is now
covered by Article 1504 of the New Civil Code, which provides
that “[u]nless otherwise agreed, the goods remain at the seller’s
risk until the ownership therein is transferred to the buyer, but
when the ownership therein is transferred to the buyer the goods
are at the buyer’s risk whether actual delivery of the goods has
been made or not.” Unfortunately, Article 1504 is worded to cover
only “goods.”10
Secondly, Article 1480 of the New Civil Code (based on
Article 1452 of the old Civil Code), provides that “[a]ny injury to or
benefit from the thing sold, after the contract has been perfected,
from the moment of the perfection of the contract to the time
of delivery, shall be governed by Articles 1163 to 1165, and
1262.” As applied to the sale, under cross-referred Article 1165,
it is provided that when what is to be delivered is a determinate
thing, the buyer, in addition to the right to recover damages,
may compel the seller to make the delivery. This shows that the
underlying obligation in a sale is a real obligation and therefore
may be subject to the remedy of specific performance. Under
cross-referred Article 1262, as applied to a sale, the obligation to
deliver a determinate thing shall be extinguished if it should be
lost or destroyed without the fault of the seller, and before he has
incurred in delay.
Thirdly, Article 1538 of the New Civil Code provides that “[i]n
case of loss, deterioration or improvement of the thing before its
delivery, the rules in Article 1189 shall be observed, the vendor
9
Union Motor Corp v. Court of Appeals, 361 SCRA 506 (2001); Chrysler Philippines
v. Court of Appeals, 133 SCRA 567 (1984).
10
Under Article 1636(1) of the New Civil Code, “goods” include all chattels personal
but not things in action or money of legal tender in the Philippines, and includes growing
fruits or crops.
350 LAW ON SALES
11
PARAS, CIVIL CODE OF THE PHILIPPINES, Vol. V (1990 ed.), p. 58.
12
Ibid.
LOSS AND DETERIORATION, 351
FRUITS AND OTHER BENEFITS
13
Ibid, at p. 58.
14
PADILLA, CIVIL CODE, pp. 840-841.
15
TOLENTINO, CIVIL CODE OF THE PHILIPPINES, Vol. IV (1991 ed.), p. 337.
16
Ibid, citing 3 COLLIN & CAPITANT 734, DE BUEN, 2 VON TUHR, OBLIGACIONES 110.
352 LAW ON SALES
17
BAVIERA, SALES (1981 ed.), pp. 82-82.
18
JURADO, CIVIL LAW REVIEWER (1980 ed.), pp. 658-659.
LOSS AND DETERIORATION, 353
FRUITS AND OTHER BENEFITS
not obliged to pay the price because of the inability of the seller
to comply with his obligation. The net effect of course is that the
buyer ends up not the poorer, whereas, the seller’s estate has
diminished by the value of the thing lost. Consequently, the risk
of loss would have been borne by the seller, and the provisions
of Articles 1480 and 1538 do not contradict the adopted principle
under the new Civil Code of res perit domino.
The position would then make Articles 1480 and 1538
consistent with the provisions of Articles 1504. Under Article
1504, unless otherwise agreed, the goods remain at the seller’s
risk until the ownership therein is transferred to the buyer; but
when the ownership is transferred to the buyer the goods are at
the buyer’s risk whether actual delivery of the goods has been
made or not, except that:
19
Art. 1636, New Civil Code.
354 LAW ON SALES
20
PARAS, supra, at pp. 111-112.
LOSS AND DETERIORATION, 355
FRUITS AND OTHER BENEFITS
provides that this rule shall apply to sale of fungible things, made
independently and for a single price, or without consideration
of their weight, number, or measure. Should fungible things be
sold for a price fixed according to weight, number, or measure,
the risk shall not be imputed to the buyer until they have been
weighed, counted, or measured and delivered, unless the latter
has incurred in delay.
Under Article 1537, the seller is bound to deliver the thing
sold and its accessions and accessories in the condition in
which they were upon the perfection of the contract; all the fruits
shall pertain to the buyer from the day on which the contract is
perfected.
The only logical and reasonable conclusion one can derive
from the foregoing discussions is that the rule of res perit domino
provided in Article 1504 on goods, applies only to “loss” and
has no application to issues pertaining to deterioration or fruits
and improvements over the subject matter of the sale. This also
shows that because of the faulty grafting into the Philippine Law
of Sales of common law principle, the rules of risk of loss based
on res perit domino determined by delivery, are different from the
rules pertaining to deterioration, fruits and improvement based
on res perit domino under the common law rule determined by
the perfection of the contract, or the civil law rule based on the
perfection of contract. Again, note that both the common law rule
and the civil law rule had a common point of transfer of the risk of
loss and deterioration and the benefits of fruits and improvement:
perfection of the sale; whereas, the hybrid rule on the risk of
loss under the present Civil Code happens not at the point of
perfection, but at the point of delivery.
AFTER DELIVERY
Under Article 1504, when ownership of the goods has been
transferred to the buyer, the goods shall be at the buyer’s risk.
One of the exceptions provided by the article is when the delivery
of the goods has been made to the buyer and the ownership
in the goods has been retained by the seller merely to secure
performance by the buyer of his obligations under the contract,
LOSS AND DETERIORATION, 357
FRUITS AND OTHER BENEFITS
although ownership is not yet with the buyer, the goods are still
at the buyer’s risk. The other exception provided is that if actual
delivery had been delayed through the fault of either the buyer or
seller, the goods are at the risk of the party at fault.
In Song Fo & Co. v. Oria,21 the Court held that after the de-
livery of the vessel by the seller to the buyer, and it was lost, the
buyer was still obliged to pay the balance of the purchase price.
In Lawyer’s Cooperative v. Tabora,22 the ownership of the
books purchased on installment were retained by the seller,
although they have already been delivered to the buyer, under
the condition that ownership thereof will be transferred to the
buyer upon his full payment of the purchase price, it was held that
despite the loss of the books in a fire, the risk of loss would be
borne by the buyer although he was not the owner yet, not only
because such was agreed merely to secure the performance by
the buyer of his obligation, but also because in the very contract
itself, it was agreed that loss or damage to the books after delivery
to the buyer shall be borne by the buyer.23
Lawyer’s Cooperative also disposed of the defense of
the buyer of pleading force majeure in exempting himself from
paying for the books which were lost to fire. The Court held that
although an obligor is relieved from his obligation under the rule
that an obligor should be held exempt from liability when the loss
occurs through a fortuitous event, nevertheless, as applied to the
buyer in a sale, his obligation does not pertain to the delivery of
the subject matter, but to the payment of the purchase price, and
the ability to pay in money or legal tender is never lost through
fortuitous event.
21
33 Phil. 3 (1915).
22
13 SCRA 762 (1965).
23
Also Lawyer’s Coop. v. Narciso, 55 O.G. 3313.
358 LAW ON SALES
26
Arts. 1165 and 1170, New Civil Code.
27
Art. 1166, New Civil Code.
360 LAW ON SALES
—oOo—
28
Arts. 1524 and 1584, New Civil Code.
29
Art. 1502, New Civil Code.
361
CHAPTER 10
REMEDIES OF PARTIES
INTRODUCTION
In the realm of performance, the main rule in Sales was
that of caveat emptor (“Let the buyer beware”), which required
the buyer to be aware of the supposed title of the seller to the
subject matter; and that a buyer who buys without checking the
seller’s title takes all the risks and losses consequent to such
failure.1 Today, the doctrine is not meant to excuse the seller
from his warranties, but is essentially used to determine whether
the buyer, in taking delivery of the subject matter of sale, can
be considered a buyer in good faith;2 or to determine whether
the buyer assumed the risks and contingencies attached to the
subject matter of sale.3
In one case,4 the Supreme Court held that while the buyer
purchases vessels at its own risk, such assumed risk pertained
only to the possibility of the sale being rescinded. Therefore,
in the absence of a formal rescission of the sale, it would be
erroneous to make such buyer liable for the value of the vessels
lost, or to order the return of the vessels without the sale first
being rescinded.
In another case,5 the Court held that the rule of caveat
emptor also applies to execution sales, and consequently, the
sheriff does not warrant the title to the property sold by him and
it is not incumbent on him to place the purchaser in possession
of the property.
1
Salvoro v. Tañega, 87 SCRA 349 (1978); Oro Land Realty Dev. Corp. v. Claunan,
516 SCRA 681 (2007).
2
Caram, Jr. v. Laureta, 103 SCRA 7 (1981).
3
Samson v. Court of Appeals, 238 SCRA 397 (1994).
4
Union Insurance Society of Canton v. Court of Appeals, 260 SCRA 431 (1996).
5
Allure Manufacturing, Inc. v. Court of Appeals, 199 SCRA 285 (1991).
361
362 LAW ON SALES
6
Heirs of Spouses Gavino v. Court of Appeals, 291 SCRA 495 (1998).
7
Insurance Services and Commercial Traders, Inc. v. Court of Appeals, 341 SCRA
572 (2000).
8
Heirs fo Ramon Durano, Sr. v. Uy, 344 SCRA 238 (2000); Heirs of Celestial v.
Heirs of Celestial, 408 SCRA 291 (2003); Erasusta, Jr. v. Court of Appeals, 495 SCRA
319 (2006); Dela Ceña v. Briones, 508 SCRA 62 (2006); Oro Land Realty Dev. Corp. v.
Claunan, 516 SCRA 681 (2007).
9
367 SCRA 357 (2001).
10
Art. 1593, Civil Code.
REMEDIES OF PARTIES 363
2. Sale of Goods
a. Non-Payment of Price by Buyer
Ownership Transferred to Buyer — Where the ownership of
the goods has passed to the buyer who wrongfully neglects or
refuses to pay for them according to the terms of the contract,
the seller may maintain an action against him for the price of the
goods,11 i.e., an action for specific performance.
No Transfer of Ownership to Buyer — When the ownership
in the goods has not passed, if they cannot readily be resold for a
reasonable price, the seller may offer to deliver the goods to the
buyer, and, if the buyer refuses to receive them, may notify the
buyer that the goods are thereafter held by the seller as bailee
for the buyer; thereafter, the seller may treat the goods as the
buyer’s and may maintain an action for the price.12
When Price Payable on Certain Day — Where the price is
payable on a certain day, irrespective of delivery or of transfer
of title, and the buyer wrongfully neglects or refuses to pay such
price, the seller may maintain an action for the price although the
ownership in the goods has not passed.13
However, it shall be a defense to such an action that
the seller at any time before the judgment in such action has
manifested an inability to perform the sale on his part or an
intention not to perform it.14
11
Art. 1595, Civil Code.
12
Art. 1595, Civil Code.
13
Art. 1595, Civil Code.
14
Art. 1595, Civil Code.
15
Art. 1596, Civil Code.
364 LAW ON SALES
16
Art. 1596, Civil Code.
REMEDIES OF PARTIES 365
17
Art. 1525, Civil Code.
366 LAW ON SALES
3. Possessory Lien
The general rule is that when it comes to movables, the
seller is not bound to deliver the thing sold, if the buyer has not
paid him the price, or if no period for the payment has been fixed
in the contract.18 However, in the absence of stipulation to the
contrary, delivery of the goods to the buyer transfers ownership
to the latter, and the non-payment of the price does not prevent
such transfer of ownership as a result of tradition to take effect.
If the seller is an unpaid seller as defined by law, notwith-
standing that the ownership in the goods may have passed to
the buyer, the unpaid seller still has a lien on the goods or right
to retain them for the price while he is in possession of them.19
Where the ownership in the goods has not passed to the buyer,
the unpaid seller has, in addition to his other remedies, a right of
withholding delivery similar to and co-extensive with his right of
lien.20
The possessory lien of the unpaid seller is exerciseable only
in the following instances:
(a) Where the goods have been sold without
any stipulation as to credit;
18
Art. 1524, Civil Code.
19
Art. 1526, Civil Code.
20
Art. 1526, Civil Code.
REMEDIES OF PARTIES 367
4. Stoppage in Transitu
Notwithstanding that the ownership in the goods may have
passed to the buyer, the unpaid seller of goods has, in case of the
insolvency of the buyer, a right of stopping the goods in transitu
after he has parted with the possession of them.26
Under Article 1530 of the Civil Code, when the buyer of
goods is or becomes insolvent, the unpaid seller who has parted
with the possession of the goods has the right of stopping them
in transitu, that is to say, he may resume possession of the goods
at any time while they are in transit, and he will then become
entitled to the same rights in regard to the goods as he would
have had if he had never parted with the possession.
The unpaid seller’s right of stoppage in transitu is not
affected by any sale or other disposition of the goods which the
buyer may have made, unless the seller assented thereto.27
25
Art. 1529, Civil Code.
26
Art. 1526, Civil Code.
27
Art. 1535, Civil Code.
REMEDIES OF PARTIES 369
31
Art. 1531, Civil Code.
32
Art. 1531, Civil Code.
33
Art. 1531, Civil Code.
REMEDIES OF PARTIES 371
34
Art. 1532, Civil Code.
35
Art. 1532, Civil Code.
36
Art. 1532, Civil Code.
37
Art. 1526, Civil Code.
372 LAW ON SALES
38
Art. 1533, Civil Code.
39
40 Phil. 796 (1920).
40
Ibid, at pp. 815-816.
41
4 SCRA 243 (1962).
42
Ibid, at p. 245.
REMEDIES OF PARTIES 373
43
Art. 1533, Civil Code.
44
Art. 1533, Civil Code.
45
Art. 1533, Civil Code.
374 LAW ON SALES
c. Transfer of Title
The transfer of title shall not be held to have been rescinded
by an unpaid seller until he has manifested by notice to the
buyer or by some other overt act an intention to rescind. It is
not necessary that such overt act should be communicated
to the buyer, but the giving or failure to give notice to the
buyer of the intention to rescind shall be relevant in any issue
involving the question whether the buyer had been in default
46
Art. 1533, Civil Code.
47
Art. 1526, Civil Code.
48
Art. 1534, Civil Code.
49
Art. 1534, Civil Code.
REMEDIES OF PARTIES 375
C. REMEDIES OF BUYER
1. Failure of Seller to Deliver
Where the seller has broken a contract to deliver specific
or ascertained goods, the buyer may seek action for specific
performance to direct that the contract shall be performed
specifically, without giving the seller the option of retaining the
goods on payment of damages.51
The judgment or decree may be unconditional, or upon such
terms and conditions as to damages, payment of the price and
otherwise, as the court may deem just.52
50
Art. 1534, Civil Code.
51
Art. 1598, Civil Code.
52
Art. 1598, Civil Code.
376 LAW ON SALES
53
Art. 1191, second paragraph, Civil Code.
54
Adelfa Properties, Inc. v. Court of Appeals, 240 SCRA 565, 586 (1995).
REMEDIES OF PARTIES 377
55
Macondray & Co., Inc. v. Ablaza, 71 Phil. 297 (1941).
378 LAW ON SALES
56
Bachrach Motor Co. v. Millan, 61 Phil. 409 (1935); Cruz v. Filipinas Investment &
Finance Corp., 23 SCRA 791 (1968); PCI Leasing and Finance, Inc. v. Giraffe-X Creative
Imaging, Inc., 527 SCRA 405 (2007).
57
Manila Trading and Supply Co. v. Reyes, 62 Phil. 461, 463-464, 467 (1935).
58
69 Phil. 52 (1939).
REMEDIES OF PARTIES 379
59
Ibid, at p. 54.
380 LAW ON SALES
60
77 SCRA 152 (1977).
61
117 SCRA 726 (1982). Reiterated in Nonato v. Intermediate Appellate Court, 140
SCRA 255 (1985).
62
Ibid, at pp. 732-733.
REMEDIES OF PARTIES 381
Co. v. Reyes, 72 Phil. 461 (1935); Pacific Commercial Co. v. De la Rama, 72 Phil. 380
(1941) Manila Motors, Inc. v. Fernandez, 99 Phil. 782 (1956); Radiowealth v. Lavin, 7
SCRA 804 (1963); Cruz v. Filipinas Investment and Finance Corp., 23 SCRA 791 (1968);
Nonato v. Intermediate Appellate Court, 140 SCRA 255 (1985); Delta Motor Sales Corp.
v. Niu Kim Duan, 213 SCRA 259 (1992); Borbon II v. Servicewide Specialists, Inc., 258
SCRA 634 (1996).
67
Luneta Motor Co. v. Dimagiba, 3 SCRA 884 (1961).
68
258 SCRA 634 (1996).
69
Ibid, at p. 639.
REMEDIES OF PARTIES 383
70
Ibid, at pp. 640-641.
71
101 Phil. 606 (1957).
72
Ibid, at p. 610.
73
2 SCRA 168 (1961).
384 LAW ON SALES
74
Ibid, at pp. 170-171.
75
Ibid, at p. 171.
76
Ibid, at p. 172.
REMEDIES OF PARTIES 385
4. Remedy of Rescission
When a seller chooses the remedy of rescission, then
generally he is under obligation to make restitution, which
77
Industrial Finance Corp. v. Ramirez, 77 SCRA 152 (1977).
78
Palma v. Court of Appeals, 232 SCRA 714 (1994).
386 LAW ON SALES
79
213 SCRA 259 (1992).
80
Ibid, at p. 263.
REMEDIES OF PARTIES 387
81
239 SCRA 126 (1994).
82
Ibid.
83
140 SCRA 255 (1985).
84
3 SCRA 445 (1961).
388 LAW ON SALES
89
Macondray & Co. v. Eustaquio, 64 Phil. 446 (1937).
390 LAW ON SALES
held that the point by which the seller is deemed to have chosen
the remedy of foreclosure is only at the time of actual sale of
the subject property at public auction pursuant to the foreclosure
proceedings commenced.90
Universal Motors Corp. v. Sy Hian Tat,91 held that the filing
by the seller of an action for the issuance of a writ of replevin,
and the actual recovery of possession of the subject property,
would not amount to a foreclosure, even with the attachment of
the mortgage contract on the complaint itself, since no actual
foreclosure pursuant to the relevant provisions of the Rules of
Court have been pursued. The Court held that “the mere fact that
[the seller] has secured possession of the truck in question does
not necessarily mean that it will foreclose its mortgage. Indeed,
there is no showing at all that [the seller] is causing the sale
thereof at public auction or is even preparing to do so. It is quite
possible that [the seller] wanted merely to be sure that the truck
is not lost or rendered valueless, preparatory to having it levied
upon under a writ of attachment.”92
Industrial Finance Corp. v. Ramirez,93 held that even with
the filing of an action denominated as “replevin with damages”
where the allegations of the complaint sought the repossession
of the movable to allow extrajudicial foreclosure and sale of the
same, and in the alternative should the movable not be recovered
sought for the recovery of the unpaid balance of the price, the
filing of such complaint does not amount to having chosen the
remedy of foreclosure.
90
Manila Trading & Supply Co. v. Reyes, 62 Phil. 461 (1935); Manila Motor Co., Inc.
v. Fernandez, 99 Phil. 782 (1956).
91
28 SCRA 161 (1969).
92
Ibid, at p. 166.
93
77 SCRA 152 (1977).
REMEDIES OF PARTIES 391
94
Manila Motor Co., v. Millan, 61 Phil. 409 (1935); Manila Trading & Supply Co. v.
Reyes, 62 Phil. 461 (1935).
95
33 SCRA 356 (1970).
96
Ibid, at pp. 361-362.
97
23 SCRA 791 (1968).
392 LAW ON SALES
98
Ibid, at p. 797.
99
61 SCRA 121 (1974).
100
120 SCRA 246 (1983).
REMEDIES OF PARTIES 393
101
258 SCRA 634 (1996).
394 LAW ON SALES
102
Ibid, at p. 640.
103
64 Phil. 446 (1937).
104
Ibid, at p. 453.
REMEDIES OF PARTIES 395
e. Perverse Buyer-Mortgagor
By way of exception to the complete barring effect on the
remedy of foreclosure, Filipinas Investment & Finance Corp. v.
Ridad,105 held that when a defaulting buyer-mortgagor refuses
to surrender the chattel to the seller to allow the latter to be able
to proceed with foreclosure, then the seller, even after actual
foreclosure, should be allowed to recover expenses and attorney’s
fees incurred in trying to obtain possession of the chattel. The
Court held —
108
258 SCRA 634 (1996).
109
Vda. De Jose v. Barrueco, 67 Phil. 191 (1939).
110
Ibid, at p. 195.
111
307 SCRA 731 (1999).
398 LAW ON SALES
112
Ibid, at p. 741. Also, PCI Leasing and Finance, Inc. v. Giraffe-X Creative Imaging,
Inc., 527 SCRA 405 (2007).
113
527 SCRA 405 (2007).
114
Ibid, at p. 421.
115
Ibid, at pp. 422-423.
REMEDIES OF PARTIES 399
116
66 Phil. 747 (1938).
117
66 Phil. 245 (1938).
400 LAW ON SALES
118
93 Phil. 271 (1953).
119
Ibid, at p. 274.
REMEDIES OF PARTIES 401
Note that in its ruling in Halili, the Court uses the language
of then Article 1454-A which refers to the effects of foreclosure.
The case of Filinvest Credit Corp. v. Court of Appeals,120
provides us with a more auspicious setting to resolve the
issue because it was decided based on the current versions of
Articles 1484 and 1485, and there was even an underlying real
estate mortgage constituted on the real property of the buyer-
lessee. In that case the buyers had inspected and tested a rock
crusher and thereafter sought to have the purchase financed
by Filipinas Credit Corporation, which agreed to finance the
purchase only if the machinery be purchased in the name of the
finance company, but to be leased back with option to purchase
to the buyers; and that the buyers would execute a real estate
mortgage in favor of the finance company to secure the financed
amount.
When the buyers had received delivery of the machinery,
and they found that it did not have the features they desired,
they stopped paying the installment obligations. The finance
company began the process of extra-judicially foreclosing on the
real estate mortgage. The buyers then commenced an action to
enjoin the foreclosure, to rescind the contract of lease with option
to purchase, and to annul the real estate mortgage. The finance
company interposed that it merely financed the purchase and
therefore any defect on the machinery should be addressed to
the real and original seller.
The Court held that in any event, the finance company
obtained ownership of the rock crusher, that is why it was able
to enter into a contract of lease with option to purchase with
the buyer. “The nomenclature of the agreement cannot change
its true essence, i.e., a sale on installments. It is basic that a
contract is what the law defines it and what the parties intend it
to be, not what it is called by the parties. It is apparent here that
the intent of the parties to the subject contract is for the so-called
rentals to be the installment payments. Upon completion of the
payments, then the rock crusher, subject matter of the contract,
120
178 SCRA 188 (1989).
402 LAW ON SALES
121
Ibid, at pp. 193-194.
122
Ibid, at p. 195.
REMEDIES OF PARTIES 403
123
307 SCRA 731 (1999).
124
527 SCRA 405 (2007).
404 LAW ON SALES
A. REMEDIES OF SELLER
1. Anticipatory Breach
Under Article 1591 of the Civil Code, if the seller has
reasonable grounds to fear the loss of the immovable property
sold and its price, he may immediately sue for the rescission of
the sale.
Should such ground not exist, the provisions of Article 1191
of the Civil Code on rescission shall be observed, which means
that upon substantial breach by the buyer for failure to comply
with his obligation to pay the price when due, the seller may sue
for rescission of the sale.
125
Ocampo v. Court of Appeals, 233 SCRA 551 (1994).
126
Ibid.
REMEDIES OF PARTIES 405
127
31 SCRA 829 (1970).
128
Ibid, at pp. 832-833.
129
43 SCRA 93 (1972).
406 LAW ON SALES
B. REMEDIES OF BUYER
1. Suspension of Payment
Under Article 1590 of the Civil Code, should the buyer be
disturbed in the possession or ownership of the thing acquired,
or should he have reasonable grounds to fear such disturbance,
by a vindicatory action or a foreclosure of mortgage, the buyer
may suspend the payment of the price until the seller has caused
the disturbance or danger to cease, unless the seller gives a
security for the return of the price in a proper case, or it has
been stipulated that, notwithstanding any such contingency, the
buyer shall be bound to make the payment. Again, a mere act of
trespass shall not authorize the suspension of the payment of
the price.
130
55 SCRA 324 (1974).
131
Ibid, at p. 325.
REMEDIES OF PARTIES 407
132
241 SCRA 165 (1995).
133
Ibid, at p. 173.
134
187 SCRA 405 (1990).
135
See also Antipolo Realty Corp. v. National Housing Authority, 153 SCRA 399
(1987).
136
8 SCRA 798 (1963).
137
177 SCRA 14 (1989).
408 LAW ON SALES
138
Lim v. Delos Santos, supra, at p. 802.
139
Consing v. Court of Appeals, supra, at p. 24.
140
350 SCRA 371 (2001).
141
513 SCRA 570 (2007).
142
Casa Filipinas Realty Corp. v. Office of the President, 241 SCRA 165 (1995).
143
252 SCRA 106 (1996).
REMEDIES OF PARTIES 409
of Pres. Decree 957: “P.D. 957 did not expressly provide for
retroactivity in its entirety, but such can be plainly inferred from
the unmistakable intent of the law. The intent of the law, as
culled from its preamble and from the situation, circumstances
and conditions it sought to remedy, must be enforced.144 x x x It
goes without saying that, as an instrument of social justice, the
law must favor the weak and the disadvantaged, including, in
this instance, small lot buyers and aspiring homeowners. P.D.
957 was enacted with no other end in view than to provide a
protective mantle over helpless citizens who may fall prey to the
manipulations and machinations of ‘unscrupulous subdivisions
and condominium sellers.”145
In Philippine National Bank v. Office of the President,146 the
Court held that a buyer of a property at a foreclosure sale may
not dispossess prior purchasers on installments of individuals
lots therein, nor compel them to pay again for the lots which they
previously brought from the defaulting mortgagor-subdivision
developer, based on the provisions of Pres. Decree 957 which
may even be applied retroactively, thus:
148
Ibid, at p.15.
149
Bricktown Dev. Corp. v. Amor Tierra Dev. Corp., 239 SCRA 126 (1995).
150
Sec. 2, Rep. Act No. 6552; OIympia Housing Inc. v. Panasiatic Travel Corp., 395
SCRA 298 (2003).
151
86 SCRA 305 (1978).
REMEDIES OF PARTIES 411
152
Ibid, at pp. 327-328.
153
274 SCRA 461 (1997).
154
Reiterated in Cordero v. F.S. Management & Dev. Corp., 506 SCRA 451 (2006);
Pagtulungan v. Dela Cruz Vda. De Manzano, 533 SCRA 242 (2008).
155
382 SCRA 152 (2002).
412 LAW ON SALES
156
Ibid, at p. 158.
157
144 SCRA 693 (1986).
REMEDIES OF PARTIES 413
Act No. 6552).”158 If that be the case, then the value of the Maceda
Law goes beyond its language and can be interpreted to further a
policy that may not even be found within its language.
Take for example the case of Palay, Inc. v. Clave,159 which
involved a contract to sell entered into by the parties in 1965 (the
Maceda Law took effect in 1972), which provided for automatic
extrajudicial rescission upon default in payment of any monthly
installment after the lapse of 90 days from the expiration of the
grace period of one month, without need of notice and with forfei-
ture of all installments paid. Although the Maceda Law was inap-
plicable, the Court took into consideration Section 3 of the Law
which provided for the indispensability of notice of cancellation to
the buyer and declared “it is a matter of public policy to protect
buyers of real estate on installment payments against onerous
and oppressive conditions. Waiver of notice is one such onerous
and oppressive condition to buyers of real estate on installment
payments.”160
158
Ibid, at p. 700.
159
12 SCRA 639 (1983).
160
Ibid, at pp. 66-67.
161
231 SCRA 674 (1994).
162
People’s Industrial and Commercial Corp. v. Court of Appeals, 281 SCRA 206
(1997).
414 LAW ON SALES
1. Transactions Covered
It should be noted that the Maceda Law does not cover all
sales of realty on installments, but primarily residential real estate.
But unlike the Recto Law on movables, the Maceda Law covers not
only “sales” on installments of real estate, but also “financing” of
such acquisitions. It expressly covers “all transactions or contracts
involving the sale or financing of real estate on installment
payments, including residential condominium apartments.”163
Unlike Article 1592 of the Civil Code, which the Court has
interpreted not to be applicable to contracts to sell, the Maceda
Law clearly includes in its provisions both contracts of sale and
contracts to sell. This conclusion is clear from the use by the
Law of the twin terms of “notice of cancellation or the demand for
rescission” of the contract.
On the other hand, we would adopt for the Maceda Law the
same definition of “sale by installments” held by Levy Hermanos,
Inc. for sales of movables by installments, which should involve
at least two (2) installments to be paid in the future at the time of
the perfection of the contract. The rationale of Levy Hermanos,
Inc. as to sales of movables, equally should apply to sale of real
estate in installments, thus: “the law is aimed at those sales where
the price is payable in several installments, for, generally, it is
in these cases that partial payments consists in relatively small
amounts, constituting thus a great temptation for improvident
purchasers to buy beyond their means.”164
In any event, the public policy behind the Maceda Law is
so all-encompassing with respect to residential real estate and
condominium units, that it would cover even sales or financing
transactions which may not fit into the “installment” concept.
163
Sec. 3, Rep. Act 6552.
164
Ibid, at p. 54.
REMEDIES OF PARTIES 415
For that reason, the author finds quite surprising the ruling in
Mortel v. KASSCO, Inc.,165 which held that when a contract to sell
is constituted over a condominium unit subject to the suspensive
condition which is the acquisition of individual condominium
certificates of title (CCT) over the building which seller undertook
to accomplish within one year from the date of execution, then the
non-fulfillment of the condition extinguished the contract meant
that “the contract to sell did not take into effect. Consequently,
the [Maceda Law] invoked by [buyer] ... find no application to the
present case because said laws presuppose the existence of a
valid and effective contract to sell a condominium.”166
The reasoning in Mortel is defective for the following
reasons: First, there is no doubt under the provisions of the
Maceda Law that it covers both contracts of sale and contracts
to sell on installments condominium units, and the coverage is
based on the nature of the contract and subject matter at the time
of perfection, and not what happens at consummation. Secondly,
precisely when the conditions attaching to the contract to sell
(such as non-payment of the installments) is not fulfilled which
have the effect of “extinguishing” the contract, the Maceda Law
governs the effective remedies and consequences available to
the parties (i.e., notarial rescission and return of cash surrender
value, etc.). Therefore, the non-fulfillment of condition under a
contract to sell does not take it out of the Maceda Law.
165
348 SCRA 391 (2000).
166
Ibid, at p. 398.
416 LAW ON SALES
3. Rights Granted
The rights granted to a buyer of real estate in a sale or
financing covered by the Maceda Law, depend on whether or not
he has paid less than or more than two (2) years of installments.
167
Odyssey Park, Inc. v. Court of Appeals, 280 SCRA 253 (1997).
168
Lagandao v. Court of Appeals, 290 SCRA 330 (1998).
REMEDIES OF PARTIES 417
the buyer to vacate the premises in question did not serve the
same requirement as that of notice of cancellation or demand
for recission “by a notarial act” as required under the Maceda
Law. It was also reitereated that a case for unlawful detainer
does not exempt the seller from complying with the notarial act
required under the law.
172
369 SCRA 36 (2001).
REMEDIES OF PARTIES 419
173
513 SCRA 413 (2007).
174
144 SCRA 693 (1986).
420 LAW ON SALES
175
369 SCRA 36, Pagtulungan v. Dela Cruz Vda. de Manzano, 533 SCRA 242
(2008)(2001).
176
Reiterated in Villadar v. Zaballa, 545 SCRA 325 (2008); Pagtulungan v. Dela
Cruz Vda. de Manzano, 553 SCRA 292 (2008).
422 LAW ON SALES
180
Sec. 6, Rep. Act 6552.
181
290 SCRA 330 (1998).
182
Ibid, at p. 345.
424 LAW ON SALES
183
Ibid.
184
Seven Brothers Shipping Corp. v. Court of Appeals, 246 SCRA 33 (1995).
425
CHAPTER 11
1
Art. 1382, Civil Code.
2
Art. 1385, Civil Code.
3
33 SCRA 22 (1970).
4
Ibid, at pp. 22-23. Reiterated in Iringan v. Court of Appeals, 366 SCRA 41 (2001).
REMEDIES OF RESCISSION 427
AND CANCELLATION FOR IMMOVABLES
9
151 SCRA 661 (1987).
10
Ibid, at p. 667.
11
314 SCRA 69 (1999).
REMEDIES OF RESCISSION 429
AND CANCELLATION FOR IMMOVABLES
indicated use of the subject matter. The facts did indicate that
“NHA would not have entered into the contract were the lands
not suitable for housing. In other words, the quality of the land
was an implied condition for the NHA to enter into the contract.”
Under Article 1545 of the Civil Code, where the obligation of the
party to a contract of sale is subject to any condition which is
not performed, the other party may refuse to proceed with the
contract or he may waive performance of the condition; if the
other party promised that the condition should happen or be
performed, the other party may also treat the non-performance
of the condition as a breach of warranty, which would entitle the
other party to rescind. Rescission may have also been justified
for breach of warranty against hidden defects.
23
See also Supercars Management & Dev. Corp. v. Flores, 446 SCRA 34 (2004).
24
“Under Article 1385 of the Civil Code, rescission creates the obligation to return
the things which were the object of the contract but such rescission can only be carried out
when the one who demands rescission can return whatever he may be obliged to restore.
This principal has been applied to rescission of reciprocal obligations under Article 1191
of the Civil Code.” Co v. Court of Appeals, 312 SCRA 528 (1999).
25
69 Phil. 55 (1939).
434 LAW ON SALES
37
12 SCRA 276 (1964).
38
Ibid, at p. 286.
39
279 SCRA 590 (1997).
40
Ibid, at pp. 597-598. Reiterated in Gomez v. Court of Appeals, 340 SCRA 720
(2000).
41
366 SCRA 41 (2001).
REMEDIES OF RESCISSION 437
AND CANCELLATION FOR IMMOVABLES
45
306 SCRA 408 (1999).
46
312 SCRA 528 (1999).
47
395 SCRA 298 (2003).
48
Reiterated in Ramos v. Heruela, 473 SCRA 79 (2005).
REMEDIES OF RESCISSION 439
AND CANCELLATION FOR IMMOVABLES
49
Mendoza v. Kalaw, 42 Phil. 236 (1921); Lim v. Court of Appeals, 162 SCRA 564
(1990); Cheng v. Genato, 300 SCRA 722 (1998); San Lorenzo Dev. Corp. v. Court of
Appeals, 449 SCRA 99 (2005).
440 LAW ON SALES
50
263 SCRA 15 (1996).
51
Ibid, at p. 26.
REMEDIES OF RESCISSION 441
AND CANCELLATION FOR IMMOVABLES
52
Ibid, at pp. 26-27; emphasis supplied.
53
Ibid, at p. 27. Reiterated in Edrada v. Ramos, 468 SCRA 597 (2005).
54
Ibid, at p. 28. Reiterated in Hulst v. PR Builders, Inc., 532 SCRA 74 (2007);
Castillo v. Reyes, 539 SCRA 193 (2007).
55
262 SCRA 464 (1996).
442 LAW ON SALES
56
Ibid, at pp. 477-478. Reiterated in Almocera v. Ong, 546 SCRA 164 (2008).
57
313 SCRA 63 (1999).
58
340 SCRA 720 (2000).
59
Reiterated in Demafelis v. Court of Appeals, 538 SCRA 305 (2007); Villador, Jr.
v. Zaballa, 545 SCRA 325 (2008).
REMEDIES OF RESCISSION 443
AND CANCELLATION FOR IMMOVABLES
60
Ibid, at pp. 727-729,citing Galang v. Court of Appeals, 225 SCRA 37 (1993). Also
Villamaria, Jr. v. Court of Appeals, 487 SCRA 571 (2006).
61
369 SCRA 36 (2001).
62
Ibid, at p. 44.
63
477 SCRA 666 (2005).
444 LAW ON SALES
64
263 SCRA 15, 30 (1996).
65
Ibid, at pp. 30-31. Reiterated in Cebu v. Heirs of Candido Rubi, 306 SCRA 408
(1999).
66
332 SCRA 769 (2000).
REMEDIES OF RESCISSION 445
AND CANCELLATION FOR IMMOVABLES
67
314 SCRA 585, 597 (1999).
68
Ibid, at p. 601, citing Rose Packing Company, Inc. v. Court of Appeals, 167 SCRA
309 (1988) per Paras, J.; Gaite v. Fonacier, 2 SCRA 831 (1961).
69
250 SCRA 223 (1995).
446 LAW ON SALES
70
Art. 1545, Civil Code.
71
Reiterated in Lim v. Court of Appeals, 263 SCRA 569 (1996); Babasa v. Court of
Appeals, 309 SCRA 532 (1998); and Caoili v. Court of Appeals, 314 SCRA 345 (1999).
72
281 SCRA 176 (1997).
REMEDIES OF RESCISSION 447
AND CANCELLATION FOR IMMOVABLES
73
Ibid, at p. 190.
448 LAW ON SALES
74
Ibid, at pp. 27-28, citing Homesite and Housing Corp. v. Court of Appeals, 133
SCRA 777 (1984). See also Santos v. Court of Appeals, 337 SCRA 67 (2000); Abesamis
v. Court of Appeals, 361 SCRA 328 (2001); Almira v. Court of Appeals, 399 SCRA 351
(2003); Vidal, Jr. v. Tayamen, 531 SCRA 147 (2007); Hulst v. PR Builders, Inc., 532
SCRA 74 (2007).
REMEDIES OF RESCISSION 449
AND CANCELLATION FOR IMMOVABLES
75
Tugaba v. Vda. De Leon, 132 SCRA 722 (1984); Dignos v. Court of Appeals, 158
SCRA 375 (1988); Topacio v. Court of Appeals, 211 SCRA 291 (1992); Almira v. Court of
Appeals, 399 SCRA 351 (2003); Vda. De Mistica v. Naguiat, 418 SCRA 73 (2003); Valdez
v. Court of Appeals, 439 SCRA 55 (2004); Blas v. Angeles-Hutalla, 439 SCRA 273 (2004);
Portic v. Cristobal, 456 SCRA 577 (2005).
450 LAW ON SALES
76
Valarao v. Court of Appeals, 304 SCRA 155 (1999); Universal Robina Sugar
Milling Corp. v. Heirs of Angel Teves, 389 SCRA 316 (2002); Chua v. Court of Appeals,
401 SCRA 54 (2003); Demafelis v. Court of Appeals, 538 SCRA 305 (2007); Castillo v.
Reyes, 539 SCRA 193 (2007); Villador, Jr. v. Zaballa, 545 SCRA 325 (2008).
77
109 Phil. 1 (1960).
78
Ong v. Court of Appeals, 310 SCRA 1 (1999).
79
328 SCRA 434 (2000).
REMEDIES OF RESCISSION 451
AND CANCELLATION FOR IMMOVABLES
80
City of Cebu v. Heirs of Candido Rubi, 306 SCRA 408 (1999); Santos v. Court of
Appeals, 337 SCRA 67 (2000).
81
306 SCRA 408 (1999).
82
240 SCRA 575 (1995). See also Ong v. Court of Appeals, 240 SCRA 565, 576-
577 (1995).
452 LAW ON SALES
83
240 SCRA 575, 577.
84
Ibid, at p. 577.
85
290 SCRA 532 (1998).
86
Ibid, at p. 540. Also Buot v. Court of Appeals, 357 SCRA 846 (2001).
REMEDIES OF RESCISSION 453
AND CANCELLATION FOR IMMOVABLES
89
401 SCRA 54 (2003).
90
Ibid, at p. 67.
91
Manuel v. Rodriguez, 109 Phil. 1 (1960); Roque v. Lapuz, 96 SCRA 741 (1980);
Alfonso v. Court of Appeals, 186 SCRA 400 (1990); Lacanilao v. Court of Appeals, 262
SCRA 486 (1996); David v. Tiongson, 313 SCRA 63 (1999); Rayos v. Court of Appeals,
434 SCRA 365 (2004); Cruz v. Fernando, 477 SCRA 173 (2005).
92
158 SCRA 375 (1988).
93
Same ruling in Jacinto v. Kaparaz, 209 SCRA 246 (1992).
94
401 SCRA 54 (2003).
REMEDIES OF RESCISSION 455
AND CANCELLATION FOR IMMOVABLES
95
Ibid, at p. 67.
456 LAW ON SALES
96
290 SCRA 532 (1998).
97
158 SCRA 375 (1988).
REMEDIES OF RESCISSION 457
AND CANCELLATION FOR IMMOVABLES
98
Ibid, at p. 382; emphasis supplied; citing Luzon Brokerage Co., Inc. v. Maritime
Building Co., Inc., 86 SCRA 305 (1978); Tabuga v. Vda. de Leon, 132 SCRA 722 (1984).
99
211 SCRA 291 (1992).
100
Ibid, at p. 295.
458 LAW ON SALES
101
Ibid, at pp. 294-295.
102
262 SCRA 464, 482-483 (1996).
REMEDIES OF RESCISSION 459
AND CANCELLATION FOR IMMOVABLES
103
281 SCRA 176, 193-194 (1997).
104
337 SCRA 67 (2000).
105
Ibid, at p. 77.
460 LAW ON SALES
110
COMMENTARIES AND JURISPRUDENCE ON THE CIVIL CODE OF THE PHILIPPINES, Vol. IV, p.
170 (1973).
462 LAW ON SALES
necessarily be done judicially since only the courts can grant the
remedy of recalling ownership that has passed to the buyer and
reverting it to the seller. On the other hand, in a contract to sell,
by express agreement, delivery of the subject matter does not
transfer ownership to the buyer, and therefore when the condition
is not fulfilled (i.e., non-payment of the purchase price) no court
intervention is needed to “rescind” the contract since ownership
has remained with the seller. If court intervention is necessary,
it is not for the rescission of the contract, but for the recovery of
the possession from the buyer who is not entitled thereto, and
refuses to voluntarily return the subject matter of the sale.
In their executory stages (i.e., the subject matter of sale has
not been delivered to the buyer), there is no practical difference in
remedies available to the innocent party in both a contract of sale
and a contract to sell for purposes of rescission, since both can be
done extrajudicially: in a contract of sale, by mere notarial notice
of rescission under Article 1592 the contract may be rescinded; in
a contract to sell, mere notice of cancellation would be sufficient
under Supreme Court rulings.111 When performance stage has
been reached, generally, court action is necessary to rescind a
contract of sale; whereas, no such court action is necessary to
rescind a contract to sell.
and its price, he may immediately sue for the rescission of the
sale;” otherwise, if no such grounds exist, the provisions of Article
1191 must be observed.
As discussed above, Article 1592 provides that even when
automatic rescission may have been expressly stipulated,
nonetheless, the buyer may still remove the default by payment
of what is due as long as no demand for rescission of the contract
has been made upon him either judicially or by notarial act.
Therefore, Article 1592 contains the principle that the remedy of
rescission requires the taking of a positive act on the part of the
non-defaulting party.
Although Article 1592 provides that “[a]fter the demand, the
court may not grant him a new term,” the Supreme Court has, in a
few instances and on grounds of equity, given the buyer reprieve,
even after the seller had given notarial demand for rescission.
In one case,112 the Court held that Article 1592 allows the
buyer of an immovable property to pay as long as no demand
for rescission has been made, and the consignation, of the
balance of the purchase price before the trial court operated as
full payment, which resulted in the extinguishment of the buyer’s
obligation under the contract of sale.
112
Province of Cebu v. Heirs of Rufina Morales, 546 SCRA 315 (2008).
113
Pangilinan v. Court of Appeals, 279 SCRA 590 (1997); Valarao v. Court of
Appeals, 304 SCRA 155 (1999); Padilla v. Spouses Paredes, 328 SCRA 434 (2000);
Gomez v. Court of Appeals, 340 SCRA 720 (2000).
114
Ong v. Court of Appeals, 310 SCRA 1 (1999).
464 LAW ON SALES
115
71 Phil. 114 (1940).
116
109 Phil. 1 (1960).
117
Ibid, at p. 10.
118
310 SCRA 1 (1999). The application of the Maceda Law never figured in the
resolution of the case perhaps because it was never invoked by the buyers. Also, the
subject matter of the purchase constituted of residential areas, piggery and a ricemill.
Likewise, the facts did indicate that formal demands were made upon buyers and
eventually a case to recover possession where the grace period provided by the Maceda
Law was never invoked.
REMEDIES OF RESCISSION 465
AND CANCELLATION FOR IMMOVABLES
125
Ibid, at pp. 490-491.
126
Ibid, at p. 491.
127
274 SCRA 461 (1997).
128
280 SCRA 253 (1997).
468 LAW ON SALES
129
35 SCRA 103 (1970).
REMEDIES OF RESCISSION 469
AND CANCELLATION FOR IMMOVABLES
130
Ibid, at p. 107; emphasis supplied.
131
Ibid, at p. 108; emphasis supplied.
470 LAW ON SALES
fairness to allow the other party the right to question in court the
propriety of the act of the seller. Nevertheless, whether there was
notice or not, if the factual basis for an extrajudicial rescission or
cancellation is present, the courts should decree the cancellation
to have become effective.
Indeed, in a contract to sell, as the Court itself held in a later
case of Torralba v. De los Angeles,132 on the contention of the
buyer that the seller should have resorted to a judicial decree
rescinding the contract to sell before awarding the lot to another
buyer —
139
Ibid, at pp. 646-647; emphasis supplied.
REMEDIES OF RESCISSION 473
AND CANCELLATION FOR IMMOVABLES
140
300 SCRA 722 (1998).
141
Ibid, at pp. 735-737; emphasis supplied. The application of the doctrine of prior
notice of cancellation of contracts to sell has been applied to movables in Visayan Sawmill
Co., Inc. v. Court of Appeals, 219 SCRA 378 (1993).
474 LAW ON SALES
(d) ... that should the Vendee fail to pay any of the
monthly installments, when due, or otherwise fail to
comply with any of the terms and conditions herein
stipulated, then this Deed of Conditional Sale shall
automatically and without any further formality, become
142
See Jison v. Court of Appeals, 164 SCRA 339 (1988); Ocampo v. Court of
Appeals, 233 SCRA 551, 561-562 (1994).
143
158 SCRA 375 (1988).
144
Ibid, at p. 384.
145
43 SCRA 95 (1972).
REMEDIES OF RESCISSION 475
AND CANCELLATION FOR IMMOVABLES
149
96 SCRA 741 (1980).
150
Ibid, at p. 755.
151
Ibid, at p. 757; emphasis supplied.
REMEDIES OF RESCISSION 477
AND CANCELLATION FOR IMMOVABLES
152
This particular ruling in Roque was reiterated in Alfonso v. Court of Appeals, 186
SCRA 400 (1990).
153
Ibid, at p. 760.
154
135 SCRA 323 (1985).
478 LAW ON SALES
155
Ibid, at p. 331.
156
Joseph & Sons Enterprises, Inc. v. Court of Appeals, 143 SCRA 663 (1986);
Dignos v. Court of Appeals, 158 SCRA 375 (1988).
157
195 SCRA 205 (1991).
158
Ibid, at p. 210.
159
209 SCRA 246 (1992).
REMEDIES OF RESCISSION 479
AND CANCELLATION FOR IMMOVABLES
160
Ibid, at pp. 254-255.
480 LAW ON SALES
161
The discussions on the operative aspects of the Maceda Law are found in the
previous Chapter 10.
162
231 SCRA 674 (1994).
163
Ibid, at p. 680.
164
Ibid, emphasis supplied.
REMEDIES OF RESCISSION 481
AND CANCELLATION FOR IMMOVABLES
165
482 SCRA 108 (2006).
166
Ibid, at p. 140.
167
182 SCRA 564 (1990).
168
Reiterated in Liu v. Loy, Jr., 405 SCRA 316 (2003).
482 LAW ON SALES
169
274 SCRA 461 (1997).
170
Heirs of San Andres v. Rodriguez, 332 SCRA 769 (2000).
REMEDIES OF RESCISSION 483
AND CANCELLATION FOR IMMOVABLES
171
Vda. De Mistica v. Naguiat, 418 SCRA 73 (2003); Valdez v. Court of Appeals,
439 SCRA 55 (2004); Blas v. Angeles-Hutalla, 439 SCRA 273 (2004).
172
Coronel v. Court of Appeals, 263 SCRA 15 (1996); David v. Tiongson, 313 SCRA
63 (1999); Gomez v. Court of Appeals, 340 SCRA 720 (2000); Villanueva, Jr. v. Court of
Appeals, 487 SCRA 571 (2006); Demafelis v. Court of Appeals, 538 SCRA 305 (2007);
Villador, Jr. v. Zaballa, 545 SCRA 325 (2008).
173
Luzon Brokerage Co., Inc. v. Maritime Building Co., Inc., 43 SCRA 95 (1972);
Jacinto v. Kaparaz, 209 SCRA 246 (1992); Topacio v. Court of Appeals, 211 SCRA 219
(1992); Adelfa Properties, Inc. v. Court of Appeals, 240 SCRA 575 (1995); Ong v. Court
of Appeals, 240 SCRA 565 (1995); Babasa v. Court of Appeals, 290 SCRA 532 (1998);
Almira v. Court of Appeals, 399 SCRA 351 (2003).
174
Romero v. Court of Appeals, 250 SCRA 223 (1995); Coronel v. Court of Appeals,
263 SCRA 15, 27 (1996); Heirs of Pedro Escanlar v. Court of Appeals, 281 SCRA 176
(1997); Almocera v. Ong, 546 SCRA 164 (2008).
175
Roque v. Lapuz, 96 SCRA 741 (1980).
484 LAW ON SALES
176
158 SCRA 375 (1988).
177
456 SCRA 659 (2005).
178
Roque v. Lapuz, 96 SCRA 741 (1980); Lacanilao v. Court of Appeals, 262
SCRA 486 (1996); Padilla v. Spouses Paredes, 328 SCRA 434 (2000); Rayos v. Court of
Appeals, 434 SCRA 365 (2004); Cruz v. Fernando, 477 SCRA 173 (2005).
179
Dignos v. Court of Appeals, 158 SCRA 375 (1988).
180
Salazar v. Court of Appeals, 258 SCRA 325 (1996); Lacanilao v. Court of Appeals,
262 SCRA 486 (1996); Rillo v. Court of Appeals, 274 SCRA 461 (1997); Odyssey Park,
Inc. v. Court of Appeals, 280 SCRA 253 (1997); Ong v. Court of Appeals, 310 SCRA 1
(1999); Blas v. Angeles-Hutalla, 439 SCRA 273 (2004); Cruz v. Fernando, 477 SCRA 173
(2005).
REMEDIES OF RESCISSION 485
AND CANCELLATION FOR IMMOVABLES
181
Spouses Benito v. Saquitan-Ruiz, 394 SCRA 250 (2002); Heirs of Jesus M.
Mascuñana v. Court of Appeals, 461 SCRA 186 (2005).
182
Salazar v. Court of Appeals, 258 SCRA 325 (1996); Universal Robina Sugar
Milling Corp. v. Heirs of Angel Teves, 389 SCRA 3167 (2002); Chua v. Court of Appeals,
401 SCRA 54 (2002); Vidal, Sr. v. Tayamen, 531 SCRA 147 (2007); Hulst v. PR Builders,
Inc., 532 SCRA 74 (2007); Castillo v. Reyes, 539 SCRA 193 (2007).
183
Philippine National Bank v. Court of Appeals, 262 SCRA 464 (1996).
184
Leaño v. Court of Appeals, 369 SCRA 36 (2001); Carrascoso, Jr. v. Court of
Appeals, 477 SCRA 666 (2005).
185
David v. Tiongson, 313 SCRA 63 (1999).
486 LAW ON SALES
186
Coronel v. Court of Appeals, 263 SCRA 15, 27 (1996); Abesamis v. Court of
Appeals, 361 SCRA 328 (2001); Hulst v. PR Builders, Inc., 532 SCRA 74 (2007).
187
Lacanilao v. Court of Appeals, 262 SCRA 486 (1996); Odyssey Park, Inc. v.
Court of Appeals, 280 SCRA 253 (1997); Vidal, Sr. v. Tayamen, 531 SCRA 147 (2007);
Hulst v. PR Builders, Inc., 532 SCRA 74 (2007).
188
University of the Philippines v. De los Angeles, 35 SCRA 103 (1970); Palay,
Inc. v. Clave, 124 SCRA 638 (1983); Jison v. Court of Appeals, 164 SCRA 339 (1988);
Siska Development Corp. v. Office of the President, 231 SCRA 674 (1994); Ocampo v.
Court of Appeals, 233 SCRA 551 (1994); Spouses Benito v. Saquitan-Ruiz, 394 SCRA
250 (2002).
189
96 SCRA 69 (1980).
REMEDIES OF RESCISSION 487
AND CANCELLATION FOR IMMOVABLES
C. REMEDIES AVAILABLE:
1. When Condition on Price Payment Not Fulfilled:
(a) In contract of sale, if seller had delivered the subject
matter previously without reserving title, it would
mean that ownership has been transferred to the
buyer, and seller cannot recover ownership until
and unless the contract is resolved or rescinded by
court action.
Whereas in contract to sell, since ownership was
retained by the seller by express reservation
until full payment of the price, and the contract is
extinguished, then no action is necessary other
than recovery of possession in case buyer refuses
to voluntarily deliver.190
(b) In conditional contract of sale, the non-happening
of the condition may be waived by the obligee who
may still seek specific performance.
Whereas, in contract to sell, the non-happening of
the condition prevents the contract from coming into
existence (i.e., extinguishes the contract) and con-
sequently neither rescission or specific performance
may be pursued.191
(c) In conditional contract of sale, the basis of rescission
must be substantial breach.
Whereas, in a contract to sell, the issue of breach is
completely irrelevant.192
(d) In contract of sale and conditional contract of sale,
rescission may be pursued with forfeiture of the
190
The Caridad Estates, Inc. v. Santero, 71 Phil. 114 (1940); Manuel v. Rodriguez,
109 Phil. 1 (1960); Salazar v. Court of Appeals, 258 SCRA 325 (1996); Pangilinan v. Court
of Appeals, 279 SCRA 590 (1997); Vidal, Sr. v. Tayamen, 531 SCRA 147 (2007); Hulst v.
PR Builders, Inc., 532 SCRA 74 (2007).
191
Romero v. Court of Appeals, 250 SCRA 223 (1995); Lim v. Court of Appeals, 263
SCRA 569 (1996).
192
Luzon Brokerage Co., Inc. v. Maritime Building Co., Inc., 43 SCRA 93 (1972).
488 LAW ON SALES
193
The Manila Racing Club v. The Manila Jockey Club, 69 Phil. 55 (1939).
194
J.M. Tuazon Co., Inc. v. Javier, 31 SCRA 829 (1970); Legarda Hermanos v.
Saldana, 55 SCRA 3246 (1974); Siska Dev. Corp. v. Office of the President, 231 SCRA
674 (1994).
195
262 SCRA 486 (1996).
196
University of the Philippines v. De los Angeles, 35 SCRA 103 (1970); Palay, Inc.
v. Clave, 124 SCRA 638 (1983); Siska Dev. Corp. v. Office of the President, 231 SCRA
674 (1994).
197
96 SCRA 69 (1980).
REMEDIES OF RESCISSION 489
AND CANCELLATION FOR IMMOVABLES
—oOo—
198
Luzon Brokerage Co., Inc. v. Maritime Building Co., Inc., 46 SCRA 381 (1972);
Rillo v. Court of Appeals, 274 SCRA 461 (1997); Pangilinan v. Court of Appeals, 279
SCRA 590 (1997); Odyssey Park, Inc. v. Court of Appeals, 280 SCRA 253 (1997); Valarao
v. Court of Appeals, 304 SCRA 155 (1999); Gonzales v. Heirs of Thomas and Paula Cruz,
314 SCRA 585 (1999); Padilla v. Spouses Paredes, 328 SCRA 434 (2000);
199
Topacio v. Court of Appeals, 211 SCRA 219 (1992); Lacanilao v. Court of
Appeals, 262 SCRA 486 (1996); Rillo v. Court of Appeals, 274 SCRA 461 (1997);
Odyssey Park, Inc. v. Court of Appeals, 280 SCRA 253 (1997).
200
Luzon Brokerage Co., v. Maritime Building Co., Inc., 86 SCRA 305 (1978);
Santos v. Court of Appeals, 337 SCRA 67 (2000).
201
Caridad Estates, Inc. v. Santero, 71 Phil. 114 (1940); Albea v. Inquimboy, 86
Phil. 477 (1950); Manuel v. Rodriguez, 109 Phil. 1 (1960); Luzon Brokerage v. Martime
Building, Inc., 86 SCRA 305 (1978); Roque v. Lapuz, 96 SCRA 741, 759 (1980); Angeles
v. Calasanz, 135 SCRA 323 (1985); Joseph & Sons Enterprises, Inc. v. Court of Appeals,
143 SCRA 663 (1986); Lim v. Court of Appeals, 182 SCRA 564 (1990); Jacinto v. Kaparaz,
209 SCRA 246 (1992).
202
Rillo v. Court of Appeals, 274 SCRA 461 (1997).
490 LAW ON SALES
CHAPTER 12
1
250 SCRA 223 (1995).
2
Reiterated in Lim v. Court of Appeals, 263 SCRA 569 (1996); Laforteza v. Machuca,
333 SCRA 643 (2000); Republic v. Florendo, 549 SCRA 527 (2008).
3
281 SCRA 176 (1997).
490
CONDITIONS AND WARRANTIES 491
7
Art. 1545, Civil Code.
CONDITIONS AND WARRANTIES 493
EXPRESS WARRANTIES
Since the breach of an express warranty makes the seller
liable for damages, it is important to note that the following
8
274 SCRA 597 (1997).
9
Ibid, at pp. 607-608.
494 LAW ON SALES
10
Art. 1546, Civil Code. Also Carrascoso, Jr. v. Court of Appeals, 477 SCRA 666
(2005).
11
474 SCRA 427 (2005).
12
Art. 1546, Civil Code.
13
52 Phil. 599 (1928).
CONDITIONS AND WARRANTIES 495
IMPLIED WARRANTIES
Implied warranties are those which by law constitute part of
every contract of sale, whether or not the parties were aware of
them, and whether or not the parties intended them.
Although only a seller is bound by the implied warranties of
law, nevertheless, by express contractual stipulation, an agent of
the seller may bind himself to such warranties.17
14
Ibid, at p. 603.
15
162 SCRA 636 (1988).
16
Ibid, at pp. 641-642.
17
Schmid and Oberly, Inc. v. RJL Martinez, 166 SCRA 493 (1988).
496 LAW ON SALES
18
Art. 1547, Civil Code.
19
Art. 1547, Civil Code.
20
Art. 1547, Civil Code.
21
Art. 1548, Civil Code.
CONDITIONS AND WARRANTIES 497
22
Canizares Tiana v. Torrejos, 21 Phil. 127 (1911); Escaler v. Court of Appeals, 138
SCRA 1 (1985); Power Commercial and Industrial Corporation v. Court of Appeals, 274
SCRA 597 (1997).
23
Art. 1557, Civil Code.
24
Art. 1549, Civil Code.
25
274 SCRA 597 (1997).
498 LAW ON SALES
b. Eviction in Part
Should the buyer lose, by reason of the eviction, a part of
the thing sold of such importance, in relation to the whole, that
he would not have bought it without said part, he may demand
the rescission of the contract; but with the obligation to return the
thing without other encumbrances than those which it had when
he acquired it.30 He may exercise this right of action, instead of
enforcing the vendor’s liability for eviction.
The same rule shall be observed when two or more things
have been jointly sold for a lump sum, or for a separate price for
each of them, when it clearly appears that the buyer would not
have purchased one without the other.31
26
47 Phil. 371 (1925).
27
Ibid, quoting MANRESA in COMENTARIOS AL CODIGO CIVIL ESPAÑOL, TOMO X, p. 212.
28
138 SCRA 1 (1985).
29
Ibid, at p. 7.
30
Art. 1556, Civil Code.
31
Art. 1556, Civil Code.
CONDITIONS AND WARRANTIES 499
32
Art. 1550, Civil Code.
33
Art. 1551, Civil Code.
34
Art. 1552, Civil Code.
35
276 SCRA 674 (1997).
36
Ibid, at p. 677.
37
Allure Manufacturing, Inc. v. Court of Appeals, 199 SCRA 285 (1991).
500 LAW ON SALES
expected eviction, the waiver has the effect of wiping out the
warranty as to that specific risk, but not as to eviction caused by
other reasons not covered in the waiver.
J.M. Tuazon v. Court of Appeals,39 has, however, held that
even when there is no specific waiver, a buyer cannot take refuge
on the warranty against eviction when he purchases the land fully
aware of a claim by a third party on the title to the land and who
was in actual possession thereof; when the buyer cannot show
that he is a buyer in good faith, it is not entitled to the warranty
against eviction.
39
94 SCRA 413 (1979).
40
Art. 1560, Civil Code.
41
Art. 1560, Civil Code.
502 LAW ON SALES
c. Waiver of Warranty
If there has been a stipulation exempting the seller from
hidden defects, then:
(a) If the seller was not aware of the hidden
defects, the loss of the thing by virtue of
such defect will not make the seller liable at
all to the buyer; or
(b) If the seller was fully aware of such defect,
such waiver is in bad faith, and the seller
would still be liable for the warranty.49
In Filinvest Credit Corp. v. Court of Appeals,50 the Court held
that a provision in a contract of lease with option to purchase
(which it treated as a sale of movable on installments) that the
buyer-lessee “absolutely releases the lessor from any liability
47
Art. 1568, Civil Code.
48
Art. 1569, Civil Code.
49
Art. 1566, Civil Code.
50
178 SCRA 188 (1989).
CONDITIONS AND WARRANTIES 505
e. Prescriptive Period
Actions on warranties against hidden defects shall be barred
after six (6) months from the delivery of the thing sold.56
a. Sale of Team
Under Article 1572 of the Civil Code, if two or more animals
are sold together, whether for a lump sum or for a separate price
for each of them, the redhibitory defect of one shall only give
rise to its redhibition, and not that of the others; unless it should
appear that the buyer would not have purchased the sound
animal or animals without the defective one. The latter case shall
be presumed when a team, yoke, pair, or set is bought, even
if a separate price has been fixed for each one of the animals
composing the same.
Note that the foregoing rules with respect to the sale of
animals shall in like manner be applicable to the sale of other
things.58
c. Prescriptive Period
The redhibitory action, based on the faults or defects of
animals, must be brought within forty (40) days from the date of
their delivery to the buyer.62
If the animal should die within three (3) days after its
purchase, the vendor shall be liable if the disease which cause
the death existed at the time of the contract.63
When the buyer returns the objects bought and demands
the payment of the purchase price, he is in effect “withdrawing
from the contract” as provided in Article 1567, where the
prescriptive period is six (6) months from the delivery of the
thing sold.64
e. Remedies of Buyer
In the sale of animals with redhibitory defects, the buyer
may also elect between withdrawing from the contract and
demanding a proportionate reduction of the price, with damages
in either case; but he must make use thereof within the same
period which has been fixed for the exercise of the redhibitory
action.66
61
Art. 1575, Civil Code.
62
Art. 1577, Civil Code.
63
Art. 1578, Civil Code.
64
Diño v. Court of Appeals, 359 SCRA 91 (2001).
65
Art. 1579, Civil Code .
66
Art. 1580, Civil Code.
508 LAW ON SALES
67
Art. 1564, Civil Code.
68
Art. 1563, Civil Code.
69
441 SCRA 357 (2004).
CONDITIONS AND WARRANTIES 509
70
Art. 1599, Civil Code.
71
Art. 1565, Civil Code.
72
441 SCRA 172 (2004).
510 LAW ON SALES
75
Art. 1599, Civil Code.
76
Art. 1599, Civil Code.
77
Art. 1599, Civil Code.
512 LAW ON SALES
78
Rep. Act No. 7394.
CONDITIONS AND WARRANTIES 513
the warranty, and that in such case the retailer shall shoulder the
expenses and costs necessary to honor the warranty.
The remedy of the retailer in such case would be to proceed
against the distributor or manufacturer.79
2. Enforcement of Warranty
The warranty rights can be enforced by presentment to the
immediate seller either the warranty card or the official receipt
along with the product to be serviced or returned to the immediate
seller. No other documentary requirement shall be demanded
from the purchaser.80
3. Duration of Warranty
The seller and the consumer may stipulate the period
within which the express warranty shall be enforceable. But if
the implied warranty on merchantability accompanies an express
warranty, both will be of equal duration.
Any other implied warranty shall endure not less than sixty
(60) days nor more than one (1) year following the sale of new
consumer products.81
4. Breach of Warranties
In case of breach of express warranty, the consumer may
elect to have the goods repaired or its purchase price refunded
by the warrantor.
In case the repair of the product in whole or in part is
elected, the warranty work must be made to conform to the
express warranty within thirty (30) days by either the warrantor
or his representative.
The thirty-day period, however, may be extended by
conditions which are beyond the control of the warrantor or his
representatives.
79
Art. 68, Rep. Act 7394.
80
Ibid.
81
Ibid.
514 LAW ON SALES
5. Contrary Stipulations
All covenants, stipulations or agreements contrary to the
provisions of Article 68 are specifically declared null and void,
and without legal effect.
—oOo—
82
Ibid.
83
Ibid.
515
CHAPTER 13
EXTINGUISHMENT OF SALE
IN GENERAL
The same grounds by which obligations in general are ex-
tinguished, also apply to the extinguishment of the obligations
arising from contracts of sale. They include payment of the price
or performance (i.e., delivery of subject matter), loss of the sub-
ject matter, condonation or remission, confusion or merger of the
rights of creditor and debtor, compensation, novation, annulment,
rescission, fulfillment of a resolutory condition, and prescription.1
Payment or performance only extinguishes the obligations
to which they pertain to in a contract of sale, but not necessarily
the contract itself, since the relationship between buyer and seller
remains after performance or payment, such as the continuing
enforceability of the warranties of the seller.
More importantly, under Article 1600 of the Civil Code,
sales are also extinguished by conventional or legal redemption.
Redemption as a mode of extinguishment is therefore unique to
contracts of sale.
CONVENTIONAL REDEMPTION
1. Definition
Conventional redemption shall take place when the seller
reserved for himself the right to repurchase the thing sold, with
the obligation to: (a) return the price of the sale, (b) the expenses
of the contract, (c) any other legitimate payments made by reason
of the sale, (d) and the necessary and useful expenses made on
the thing sold.2
1
Art. 1231, Civil Code.
2
Arts. 1601 and 1616, Civil Code.
515
516 LAW ON SALES
11
Reiterated in Cadungog v. Yap, 469 SCRA 561 (2005).
12
276 SCRA 149 (1997).
518 LAW ON SALES
sold, since the deed of sale and the verbal agreement allowing
the right of repurchase should be considered as an integral
whole, then the deed of sale relied upon by the seller “is in itself
the note or memorandum evidencing the contract,” which would
take the case outside the provisions of the Statute of Frauds.13
Parol evidence may also be admitted to prove that a right of
repurchase was part of a deed of sale, when no objection to such
parol evidence was made during trial.14
The Court also held that the “best evidence rule” would not
be an obstacle to the adducement of such parol evidence where
it is shown that the parol agreement was the moving cause of
the written contract, or where the parol agreement forms part of
the consideration of the written contract, and it appears that the
written contract was executed on the faith of the parol contract or
representation, and especially so when the right of repurchase
proved by parol evidence is not inconsistent with the terms of the
written contract.15
13
Mactan Cebu International Airport Authority v. Court of Appeals, 263 SCRA 736
(1996).
14
Ibid, at p. 742.
15
Ibid, at p. 742.
EXTINGUISHMENT OF SALE 519
5. Period of Redemption
a. When No Period Agreed Upon
In case of stipulated right to redeem, in the absence of an
express agreement as to the period when the right can be exer-
cised, it shall last four (4) years from the date of the contract.17
16
Arts. 1324 and 1479, Civil Code.
17
Art. 1606, Civil Code.
520 LAW ON SALES
18
461 SCRA 122 (2005).
19
Art. 1606, Civil Code.
20
147 SCRA 434 (1987).
21
Ibid, citing Baluyot v. Venegas, 22 SCRA 412 (1969).
22
13 SCRA 758 (1965).
EXTINGUISHMENT OF SALE 521
23
31 Phil. 479 (1915).
24
304 SCRA 867 (1999).
25
461 SCRA 122 (2005).
26
Ibid, at p. 125.
522 LAW ON SALES
27
53 Phil. 975 (1929).
28
Ibid, at p. 983.
29
461 SCRA 122 (2005).
30
Ibid, at pp. 136-137.
EXTINGUISHMENT OF SALE 523
31
84 SCRA 51 (1978).
32
Ibid, at p. 56.
33
Solid Homes, Inc. v. Court of Appeals, 275 SCRA 267 (1997).
34
461 SCRA 122 (2005).
524 LAW ON SALES
35
Ibid, at pp. 135-136. Also Vda. de Rigonan v. Derecho, 463 SCRA 627 (2005).
36
Art. 1616, Civil Code.
37
Art. 1608, Civil Code.
38
1 SCRA 1311 (1961).
EXTINGUISHMENT OF SALE 525
39
Solid Homes, Inc. v. Court of Appeals, 275 SCRA 267 (1997).
40
142 SCRA 82 (1986).
41
Ibid, at p. 88. Reiterated in Mariano v. Court of Appeals, 220 SCRA 716 (1993).
42
Vda. de Zulueta v. Octavio, 121 SCRA 314 (1983); Lee v. Court of Appeals, 68
SCRA 197 (1972).
43
84 SCRA 51 (1978).
44
250 SCRA 596 (1995).
526 LAW ON SALES
45
Ibid, at pp. 601-602.
EXTINGUISHMENT OF SALE 527
b. In Multi-Parties Cases
In sale a retro, the buyer of part of an undivided immovable
who acquires the whole thereof in the case of Article 498,46 may
compel the seller to redeem the whole property, if the latter wishes
to make use of the right of redemption.47
If several persons, jointly and in the same contract, should
sell an undivided immovable with a right of repurchase, none of
them may exercise this right for more than his respective share.
The same rule shall apply if the person who sold an immovable
alone has left several heirs, in which case each of the latter may
only redeem the part which he may have acquired.48
In the case of the preceding situation, the buyer may demand
of all the vendors or co-heirs, that they come to an agreement
upon the repurchase of the whole thing sold; and should they fail
to do so, the buyer cannot be compelled to consent to a partial
redemption.49
On the other hand, each one of the co-owners of an
undivided immovable who may have sold his share separately,
may independently exercise the right of repurchase as regards
his own share, and the buyer cannot compel him to redeem the
whole property.50
In addition, the creditors of the seller cannot make use of
the right of redemption against the buyer, until after they have
exhausted the property of the seller.51
In De Guzman v. Court of Appeals,52 the Court held that
under the rules contained in Article 1612 of the Civil Code, should
one of the co-owners or co-heirs succeed alone in redeeming
the whole property, such co-owner or co-heir shall be considered
46
Art. 498. Whenever the thing is essentially indivisible and the co-owners cannot
agree that it be allotted to one of them who shall indemnify the others, it shall be sold and
its proceeds distributed.
47
Art. 1611, Civil Code.
48
Art. 1612, Civil Code.
49
Art. 1613, Civil Code.
50
Art. 1614, Civil Code .
51
Art. 1610, Civil Code.
52
148 SCRA 74 (1987).
528 LAW ON SALES
53
Oviedo v. Garcia, 40 SCRA 17 (1971).
54
Ongoco v. Judge, the Court of First Instance of Bataan, 15 SCRA 30 (1965).
55
Crisologo v. Centeno, 26 SCRA 48 (1968).
56
Heirs of Jose A. Arches v. Vda. de Diaz, 50 SCRA 440 (1973).
57
Solid Homes v. Court of Appeals, 275 SCRA 267 (1997); also Art. 1606, Civil
Code.
EXTINGUISHMENT OF SALE 529
the true nature of the contract, and the court is called upon to
decide whether it is a sale with pacto de retro or an equitable
mortgage ... there can be no controversy as to the contract being
one of absolute deed of sale, pure and simple. There could not
even then be a period of redemption.”61
Pangilinan v. Ramos,62 held that the 30-day period for
redemption granted under Article 1606 does not apply to a
contract found to be an absolute sale. It also held that the “thirty
day period is pre-emptory because the policy of the law is not to
leave the purchaser’s title in uncertainty beyond the established
thirty day period. It is not a prescriptive period but is more a
requisite or condition precedent to the exercise of the right of
legal redemption.”63 Nevertheless, it cited as authority the case
of Caro v. Court of Appeals,64 which referred to the 30-day legal
redemption right of a co-owner under Article 1623 of the Civil
Code, and not the 30-day period provided under Article 1606.
The rationale for the grant of the 30-day period of
redemption under Article 1606 is quite clear: although a period of
redemption is stated in the purported sale a retro, nevertheless,
the purported seller has placed no importance thereto since he
considers the transaction to be an equitable mortgage; being
an equitable mortgage, then the purported seller has every right
to extinguish the equitable mortgage by paying-up the loan at
any time before the purported buyer has foreclosed on the
mortgage. Allowing the expiration of the stipulated redemption
period is not negligence or fault on the part of the purported
seller, and is in fact consistent with his position that the sale is
not one a retro but actually an equitable mortgage. Therefore,
should a judgment be finally rendered upholding the transaction
to be one of sale a retro, then it is but fair to grant to the seller
a final 30-day period within which to redeem from the time he
is bound by the judgment finding the contract to be one not of
equitable mortgage.
61
Ibid, at p. 399.
62
181 SCRA 359 (1990).
63
Ibid, at p. 366.
64
113 SCRA 10 (1982).
EXTINGUISHMENT OF SALE 531
On the other hand, if the issue before the court is one whether
the contract at issue was one of absolute sale or a sale a retro, a
judgment finding the contract to be a sale a retro should not autho-
rize the application of the 30-day redemption period under Article
1606 in favor of the seller who had previously allowed the period of
redemption to expire. In such a case, the seller a retro was negligent
or at fault for not having exercised his right to redeem during the
redemption period, and should not be granted a new period.
65
103 Phil. 481 (1958).
66
206 SCRA 244 (1992).
67
156 SCRA 586 (1987).
532 LAW ON SALES
68
Ibid, at pp. 589-590.
69
374 SCRA 51 (2002).
70
386 SCRA 429 (2002).
EXTINGUISHMENT OF SALE 533
applies and he can still repurchase the property within thirty days
from finality of the judgment declaring the transaction as a sale
with pacto de retro. Parenthetically, it matters not what the buyer
intended the transaction to be.
10. Fruits
If at the time of the execution of the sale there should be on
the land, visible or growing fruits, there shall be no reimbursement
for or pro-rating of those existing at the time of the redemption,
if no indemnity was paid by the purchaser when the sale was
executed.
Should there have been no fruits at the time of the sale,
and some exist at the time of redemption, they shall be pro-
rated between the redemptioner and the buyer, giving the latter
the part corresponding to the time he possessed the land in
the last year, counted from the anniversary of the date of the
sale.71
Almeda v. Daluro,72 held that the provisions of Article 1617
of the Civil Code on fruits applies only when the parties have
not provided for their sharing arrangement with respect to the
fruits existing at the time of redemption: “In the case at bar, the
Agreement ... specifically provided that the parties would share
equally the net harvest of the palay planted on the land in
question. Since said Agreement is not contrary to law, morals or
public policy, the same is, therefore, binding on the parties.”73
71
Art. 1617, Civil Code.
72
79 SCRA 327 (1977).
73
Ibid, at p. 330.
74
275 SCRA 380 (1997).
534 LAW ON SALES
75
Ibid, at p. 390. Reiterated in Romulo v. Layug, Jr., 501 SCRA 262 (2006);
Roberts v. Papio, 515 SCRA 346 (2007); Dorado Vda. de Delfin v. Dellota, 542 SCRA
397 (2008).
76
Reiterated in Martinez v. Court of Appeals, 358 SCRA 38 (2001); Molina v.
Court of Appeals, 398 SCRA 97 (2003); Ceballos v. Intestate Estate of the Late Emigidio
Mercado, 430 SCRA 323 (2004); Go v. Bacaron, 472 SCRA 229 (2005), citing VILLANUEVA,
CESAR L., PHILIPPINE LAW ON SALES (1998 ed.), p. 271; Romulo v. Layug, Jr., 501 SCRA 262
(2006); Roberts v. Papio, 515 SCRA 346 (2007); Raymundo v. Bandong, 526 SCRA 514
(2007); Dorado Vda. de Delfin v. Dollota, 542 SCRA 397 (2008).
77
430 SCRA 338 (2005). Reiterated in Salonga v. Concepcion, 470 SCRA 291
(2005).
78
Art. 1603, Civil Code. Also Salonga v. Concepcion, 470 SCRA 291 (2005).
79
312 SCRA 539 (1999).
80
398 SCRA 97 (2003).
EXTINGUISHMENT OF SALE 535
b. Pactum Commissorium
Under Article 2088 of the Civil Code, a creditor cannot
appropriate the things given by way of pledge or mortgage, or
dispose of them; any stipulation to the contrary is null and void.
In Vda. de Zulueta v. Octaviano,83 an instrument was executed
between the parties where it was provided inter alia that upon the
redemption of the land by the buyer from a third party, then the
instrument shall be considered a deed of absolute and definite
sale by the seller to the buyer and the Register of Deeds was
authorized to cancel title and to issue a new title in favor of the
buyer. Subsequently, another instrument was executed entitled
an “option to repurchase,” between the same parties over the
same parcel of land.
The Court could not consider the transactions to be one
of sale a retro since the option to purchase was executed
subsequently and in a separate document citing the Villarica
doctrine. The Court could not also consider the transactions to
be an equitable mortgage since nothing in the main document
tended to show that the property sold was meant to be a security
for the payment of a loan, and none of the circumstances under
Article 1602 showing an equitable mortgage were shown to be
present.
81
471 SCRA 653 (2005).
82
Ibid, at p. 665. Also Lao v. Court of Appeals, 275 SCRA 237 (1997).
83
121 SCRA 314 (1983).
536 LAW ON SALES
84
Ibid, at p. 325.
85
96 Phil. 37 (1954).
86
112 SCRA 641 (1982).
EXTINGUISHMENT OF SALE 537
apparent seller shall fail to pay the obligation within the period as
fixed in the judgment, he would also lose the right to redeem the
property and as such, the absolute ownership over the subject
premises would be consolidated in the buyer. The Court held —
87
Ibid, at pp. 67-76.
88
275 SCRA 267 (1997).
538 LAW ON SALES
89
298 SCRA 349 (1998).
90
Reiterated in Legaspi v. Ong, 459 SCRA 122 (2005); Lumayag v. Heirs of Jacinto
Nemeño, 526 SCRA 315 (2007).
91
Santos v. Duata, 1 SCRA 101 (1961); REPORT OF THE CODE COMMISSION, pp. 61-
63.
92
275 SCRA 380 (1997).
EXTINGUISHMENT OF SALE 539
In one case,94 the Court held that the law favors the least
transmission of rights and interest over a property in contro-
versy; the purpose of the law is to prevent circumvention of the
law on usury and the prohibition against a creditor appropriat-
ing the mortgage property, and additionally, to end unjust or
oppressive transactions or violations in connection with a sale
of property.
Since Article 1602 is remedial in nature, it was applied retro-
actively in cases prior to the effectivity of the New Civil Code.95
96
Banga v. Bello, 471 SCRA 653 (2005). Also Claravall v. Court of Appeals, 190
SCRA 439 (1990); Uy v. Court of Appeals, 230 SCRA 664 (1994); Spouses Miseña v.
Rongavilla, 303 SCRA 749 (1999); Hilado v. Medilla, 377 SCRA 257 (2002); Diño v.
Jardines, 481 SCRA 226 (2006); Raymundo v. Bandong, 526 SCRA 514 (2007); Aleligay
v. Laserna, 537 SCRA 699 (2007); Dorado Vda. de Delfin v. Dellota, 542 SCRA 397
(2008).
97
Santiago v. Dizon, 543 SCRA 402 (2008).
98
45 O.G. No. 8, p. 3394 (1948).
99
Reiterated in Raymundo v. Bandong, 526 SCRA 514 (2007).
100
Padilla v. Linsangan, 19 Phil. 66 (1911); Malagnit v. Dy Puico, 34 Phil. 325
(1916); Rodriguez v. Pamintuan, 37 Phil. 876 (1918).
101
Villa v. Santiago, 38 Phil. 157 (1918); Aguilar v. Rubiato, 40 Phil. 570 (1920);
Macapinlac v. Repide, 43 Phil. 770 (1922); Cabigao v. Lim, 50 Phil. 940 (1927); Correa v.
Mateo, 55 Phil. 79 (1930); Hilado v. Medilla, 377 SCRA 257 (2002); Austria v. Gonzales,
Jr., 420 SCRA 414 (2004).
EXTINGUISHMENT OF SALE 541
102
Marquez v. Valencia, 77 Phil. 782 (1946). Reiterated in Labasan v. Lacuesta,
86 SCRA 16 (1978); Claravall v. Court of Appeals, 190 SCRA 439 (1990); Redondo v.
Jimenez, 536 SCRA 639 (2007).
103
Villa v. Santiago, 38 Phil. 157 (1918); Fernandez v. Rosario, 57 Phil. 501 (1933).
104
Villa v. Santiago, 38 Phil. 157 (1918). Reiterated in Hilado v. Medilla, 377 SCRA
257 (2002); Austria v. Gonzales, Jr., 420 SCRA 414 (2004); Legaspi v. Ong, 459 SCRA
122 (2005); Romulo v. Layug, Jr., 501 SCRA 262 (2006).
105
Marquez v. Valencia, 77 Phil. 782 (1946). Reiterated in Balatero v. Intermediate
Appellate Court, 154 SCRA 530 (1987); Austria v. Gonzales, Jr., 420 SCRA 414 (2004);
Go v. Bacaron, 472 SCRA 229 (2005); Lumayag v. Heirs of Jacinto Nemeño, 526 SCRA
51 (2007).
106
Cuyugan v. Santos, 34 Phil. 100 (1916) and 39 Phil. 970 (1919).
107
66 AM. JUR. Sales, sec. 51, citing Williamson v. Culpepper, 16 Ala. 211, 50 Am.
Dec., 175; Eiland v. Radford, 7 Ala. 72, 2 Am. Dec. 610.
542 LAW ON SALES
113
Oronce v. Court of Appeals, 298 SCRA 133 (1998).
114
Lorbes v. Court of Appeals, 351 SCRA 716 (2001).
115
Molina v. Court of Appeals, 398 SCRA 97 (2003).
116
Austria v. Gonzales, Jr., 420 SCRA 414 (2004).
117
Redondo v. Jimenez, 536 SCRA 639 (2007).
118
Ceballos v. Intestate Estate of the Late Emigdio Mercado, 430 SCRA 323 (2004).
544 LAW ON SALES
119
Art. 1604, Civil Code; Zamora v. Court of Appeals, 260 SCRA 10 (1996); Tuazon
v. Court of Appeals, 341 SCRA 707 (2000); Lorbes v. Court of Appeals, 351 SCRA 716
(2001); Cruz v. Court of Appeals, 412 SCRA 614 (2003).
120
Tuazon v. Court of Appeals, 341 SCRA 707 (2000); Cruz v. Court of Appeals,
412 SCRA 614 (2003).
121
Cuyugan v. Santos, 34 Phil. 100 (1916); Lim v. Calaguas, 45 O.G. No. 8, p.
3394 (1948); Mariano v. Court of Appeals, 220 SCRA 716 (1993); Matanguihan v. Court
of Appeals, 275 SCRA 380 (1997); Hilado v. Medalla, 377 SCRA 257 (2002); Madrigal v.
Court of Appeals, 456 SCRA 659 (2005).
122
Legaspi v. Ong, 459 SCRA 122 (2005).
EXTINGUISHMENT OF SALE 545
123
275 SCRA 280 (1997).
124
Ibid, at p. 391.
125
420 SCRA 414 (2004).
546 LAW ON SALES
126
Art. 1602, Civil Code.
127
Art. 1605, Civil Code.
128
Banga v. Bello, 471 SCRA 653 (2005).
129
Ibid.
130
386 SCRA 36 (2002).
EXTINGUISHMENT OF SALE 547
LEGAL REDEMPTION
1. Definition
Legal redemption is the right to be subrogated upon the
same terms and conditions stipulated in the contract, in the place
of one who acquires a thing by purchase or dation in payment,
131
154 SCRA 530 (1987).
132
Art. 540, Civil Code.
133
450 SCRA 644 (2005).
548 LAW ON SALES
b. Among Co-Owners
Under Article 1620 of the Civil Code, a co-owner of a thing
may exercise the right of redemption in case the shares of all the
other co-owners or of any of them, are sold to a third person. If
the price of the alienation is grossly excessive, the redemptioner
shall pay only a reasonable price therefor.
138
Plan v. Intermediate Appellate Court, 135 SCRA 270 (1985).
139
Cua v. Vargas, 506 SCRA 374 (2006).
550 LAW ON SALES
140
Fernandez v. Tarun, 391 SCRA 653 (2002).
141
Art. 1620, Civil Code.
142
Art. 1623, Civil Code.
143
456 SCRA 193 (2005).
144
Avila v. Barabat, 485 SCRA 8 (2006).
EXTINGUISHMENT OF SALE 551
145
De Guzman v. Court of Appeals, 148 SCRA 75 (1987); Adille v. Court of Appeals,
157 SCRA 455 (1988); Annie Tan v. Court of Appeals, 172 SCRA 660 (1989).
146
220 SCRA 716 (1993).
147
Ibid, at p. 740, citing TOLENTINO, COMMENTARIES AND JURISPRUDENCE ON THE CIVIL
CODE OF THE PHILIPPINES, Vol. III, pp. 607-608, in turn citing MANRESA at p. 777.
148
Primary Structures Corp. v. Valencia, 409 SCRA 371 (2003).
552 LAW ON SALES
149
Ibid.
150
Primary Structures Corp. v. Valencia, 409 SCRA 371 (2003).
151
Ibid.
152
Ibid.
153
Ibid.
154
38 SCRA 276 (1971).
EXTINGUISHMENT OF SALE 553
155
Ibid, at p. 282.
156
De Santos v. City of Manila, 45 SCRA 409 (1972).
157
69 SCRA 360 (1976).
158
325 SCRA 210 (2000).
554 LAW ON SALES
urban lands that are bought for speculations; the right does not
apply to a lessee trying to buy the land that he is leasing.
159
Art. 1634, Civil Code.
160
Ibid.
161
160 SCRA 627 (1988).
162
409 SCRA 371 (2003).
163
Ibid, at p. 374.
EXTINGUISHMENT OF SALE 555
the Court held that the existence of a clause in the deed of sale
to the effect that the seller has complied with the provisions of
Article 1623 cannot be taken to “being the written affirmation
under oath, as well as the evidence, that the required written
notice to petitioner under Article 1623 has been meet ... [since
party entitled to redemption] is not a party to the deed of sale
... and has had no hand in the preparation and execution of the
deed of sale. It could not thus be considered a binding equivalent
of the obligatory written notice prescribed by the Code.”164
The author believes that Primary Structures Corp. provides
the better rule when compared to the ruling in Cabrera, as
gleaned from the other decisions of the Supreme Court discussed
hereunder.
Butte v. Manuel Uy & Sons, Inc.,165 held that under the
language of the law, the notice must be given by the “vendor” or
seller; notice given by the buyer, even when in written form, does
not start the running of the 30-day period of redemption. The Court
held:
164
Ibid, at pp. 374-375.
165
4 SCRA 527 (1961).
166
Ibid, at p. 533. Reiterated in Cua v. Vargas, 506 SCRA 374 (2006).
167
106 Phil. 1023 (1960).
556 LAW ON SALES
168
16 SCRA 775 (1966).
169
17 SCRA 201 (1989).
170
Ibid, at p. 210.
171
Ibid, at p. 741.
172
456 SCRA 193 (2005).
EXTINGUISHMENT OF SALE 557
176
Ibid, at pp. 533-534.
177
Hermoso v. Court of Appeals, 300 SCRA 516 (1998).
The Court also held: “If a co-owner has offered to redeem the land within the period
fixed by law, he has complied with the law and he may bring the action to enforce the
redemption after every offer has been rejected. In a situation when the vendor never gave
written notice to the other co-owner of the disposition of his rights, and the co-owners
learned of such sale only by confronting the buyer with whom they began immediately to
negotiate for its redemption, then the right to redeem has not expired under the 30-day
rule provided under Art. 1623. The period of legal redemption is not a prescriptive period;
it is a condition precedent to the exercise of the right of redemption. It is a period set by
law to restrict the right of the person exercising the right of legal redemption and not one
of prescription.” (at p. 534.)
178
332 SCRA 792 (2000). The Court held: “... In the first place, reversion to the
ruling in Butte is proper. Art. 1623 of the Civil Code is clear in requiring that the written
notification should come from the vendor or prospective vendor, not from any other
person. There is, therefore, no room for construction. Indeed, the principal difference
between Art. 1524 of the former Civil Code and Art. 1623 of the present one is that the
former did not specify who must give the notice, whereas the present one expressly says
the notice must be given by the vendor. Effect must be given to this change in statutory
language.
“In the second place, it makes sense to require that the notice required in Art. 1623
be given by the vendor and by nobody else. As explained by this Court through Justice
J.B.L. Reyes in Butte, the vendor of an undivided interest is in the best position to know
who are his co-owners who under the law must be given notice of the sale. It is likewise
the notification from the seller, not from anyone else, which can remove all doubts as to
the fact of the sale, its perfection, and its validity, for in a contract of sale, the seller is
EXTINGUISHMENT OF SALE 559
ments under Article 1623 and the case-law that has interpreted
the article, and with definitiveness declared:
(a) For the 30-day redemption period to begin
to run, notice must be given by the seller;
and that notice given by the buyer or even
by the Register of Deeds is not sufficient.
This expressly affirms the original ruling
in Butte v. Manuel Uy and Sons, Inc.,179
as affirmed in Salatandol v. Retes,180 and
expressly overruled the ruling in Etcuban
v. Court of Appeals,181 which allowed the
giving of notice by the buyer to be effective
under Article 1623;
(b) When notice is given by the proper party
(i.e., the seller), no particular form of written
notice is prescribed under Article 1623, so
that the furnishing of the copies of the deeds
of sale to the co-owner would be sufficient,
as held previously in Distrito v. Court of
Appeals,182 Conejero v. Court of Appeals,183
Badillo v. Ferrer,184 but only on the form of
giving notice but not on the ruling of who is
the proper party to give notice;
(c) Affirmed the ruling in Alonzo v. Intermediate
Appellate Court,185 that the filing of the suit
for ejectment or collection of rentals against
a co-owner actually dispenses with the need
for a written notice, and must be construed
as commencing the running of the period
in the best position to confirm whether consent to the essential obligation of selling the
property and transferring ownership thereof to the vendee has been given.” (at p. 800.)
179
4 SCRA 526 (1962).
180
162 SCRA 568 (1988).
181
148 SCRA 507 (1987).
182
197 SCRA 606 (1991).
183
16 SCRA 775 (1966).
184
152 SCRA 407 (1987).
185
150 SCRA 259 (1987).
560 LAW ON SALES
186
391 SCRA 653 (2002).
187
150 SCRA 259 (1987).
188
250 SCRA 560 (1995).
EXTINGUISHMENT OF SALE 561
189
197 SCRA 606 (1991).
190
256 SCRA 593 (1996).
191
Ibid, at p. 599.
192
Ibid, at p. 599.
193
Comm. Act No. 141.
562 LAW ON SALES
of sale, the delinquent taxpayer, or anyone for him, shall have the
right of redeeming the property by paying to the Revenue District
Officer the amount of the public taxes, penalties, and interest
thereon from the date of delinquency to the date of sale, together
with interest on the purchase price.
It is expressly provided that the owner shall not be deprived
of the possession of the said property and shall be entitled to the
rents and other income thereof until the expiration of the time
allowed for its redemption.
201
Ysmael v. Court of Appeals, 318 SCRA 215 (1999).
202
Allure Manufacturing, Inc. v. Court of Appeals, 199 SCRA 285 (1991).
203
275 SCRA 329 (1997).
564 LAW ON SALES
204
Lee Chuy Realty Corp. v. Court of Appeals, 250 SCRA 596 (1995).
205
Reyes v. Hamada, 14 SCRA 215 (1965).
206
6 SCRA 946 (1962).
207
Ibid, at pp. 948-949.
EXTINGUISHMENT OF SALE 565
208
175 SCRA 19 (1989).
209
Rep. Act No. 8791.
566 LAW ON SALES
sale can proceed to have title consolidated in his name and a writ
of possession issued in his favor.212
The Court has held that the execution of dacion en pago
effectively constitutes a waiver of the redemption period normally
given a mortgagor.213
—oOo—
212
Vaca v. Court of Appeals, 234 SCRA 146 (1994); Union Bank v. Court of Appeals,
358 SCRA 479 (2001).
213
First Global Realty and Dev. Corp. v. San Agustin, 377 SCRA 341 (2002).
214
Rural Bank of Davao City v. Court of Appeals, 217 SCRA 554 (1993); The Heirs
of Felicidad Canque v. Court of Appeals, 275 SCRA 741 (1997).
215
Quiño v. Court of Appeals, 291 SCRA 249 (1998).
568 LAW ON SALES
CHAPTER 14
ASSIGNMENT
How often has it been heard in layman conversations that
a person does not want a mere “assignment” but an outright
purchase of the subject matter? How many country clubs have
refused to honor a “deed of assignment” covering the transfer of
a proprietary share in favor of the assignee on the ground that a
“deed of absolute sale” is required, to ensure that only one person
has a right to the corresponding membership entitlement? Has it
not been the common perception that the process of assignment
covers the temporary lease or use of the thing, while the title
remains with the assignor to whom it would ultimately have to
be returned? Why has assignment become the poor relations of
sale?
1
PARAS, CIVIL CODE OF THE PHILIPPINES, Vol. V (1990 ed.), pp. 258-259.
2
TOLENTINO, CIVIL CODE OF THE PHILIPPINES, Vol. V (1959 ed.), p. 165.
570 LAW ON SALES
8
272 Phil. 291 (1997).
9
Ibid, at p. 312, quoting from MORENO’S PHIILIPPINE LAW DICTIONARY, 3rd ed., p. 75.
572 LAW ON SALES
10
Ibid, at p. 312.
11
Ibid at p. 317, citing 6A C.J.S. 781; emphasis supplied.
12
358 SCRA 626 (2001).
13
Ibid, at pp. 632-633. Reiterated in Aquintey v. Tibong, 511 SCRA 414 (2006).
ASSIGNMENT 573
14
Aquintey v. Tibong, 511 SCRA 414 (2006).
15
Art. 1625, Civil Code.
574 LAW ON SALES
4. Transfer of Ownership
Project Builders, Inc. v. Court of Appeals,22 held that “[A]n
assignment of credit is an act of transferring, either onerously
or gratuitorialy, the right of an assignor to an assignee who
would then be capable of proceedings against the debtor for
enforcement on satisfaction of the credit. The transfer of rights
takes place upon perfection of the contract and ownership
of the right including all appurtenant accessory rights, is
thereupon acquired by the assignee.”23 We do not agree with the
characterization of assignment in Project Builders. Assignment,
21
Art. 1626, Civil Code; Aquintey v. Tibong, 511 SCRA 414 (2006).
22
358 SCRA 626 (2001).
23
Ibid, at pp. 632-633.
576 LAW ON SALES
like the genus sale, is not a mode but merely constitute title,
and does not by its perfection alone transfer ownership of the
subject matter thereof.
Although the chapter of the Civil Code on assignment does
not particularly cover this point, the transfer of title or ownership
over the subject matter of assignment should also be effected
not by the mere perfection of the assignment, but by the same
manner by which ownership is transferred under the species
sale, by constructive delivery, such as the execution of a public
instrument. Since assignment falls under the genus sale, then
the effects of tradition of sale in general should also apply to
assignment; except that doctrines as to actual or physical delivery
have no application, since the object of assignment does not
have physical existence.
This position is bolstered by Article 1508 of the Civil Code
on sales in general which provides that for incorporeal property,
the provisions of Article 1498 shall govern on the effects of the
execution of a public instrument. In addition it states that for sale
of incorporeal property, “the placing of the titles of ownership in the
possession of the vendee or the use by the vendee of his rights,
with the vendor’s consent, shall be understood as a delivery.”
However, without the execution of the public instrument, or the
registration in the Registry of Deeds in case of real rights, such
constructive delivery would not bind third parties.
In Leonido v. Capitol Dev. Corp.,24 it was held that the
notarization of the Assignment of Credit, converted it into a public
document, thereby complying with the mandate of Article 1625 of
the Civil Code and making it enforceable even as against third
person.
b. Warranties
The warranty against hidden defects generally has no ap-
plication to an intangible because it has no physical existence.
In assignment, the assignor shall be responsible for the
existence and legality of the credit at the time of sale, unless it
has been expressly sold as a doubtful account, in which case
the assignee takes the credit at his own risk.26 Consequently, the
invalidity of the credit assigned makes the assignor-vendor liable
for breach of such warranty.27
In addition, assignment does not make the assignor warrant
the solvency of the debtor to the credit, unless:
(a) There is a stipulation to that effect; or
(b) The insolvency of the debtor was prior to the
assignment and of common knowledge.28
But even when the assignor warrants the solvency of the
debtor, the warranty should last for one (1) year only, from the
time of the assignment if the credit is already due; otherwise, the
warranty shall cease only one (1) year after the maturity of the
credit.29
If the assignor in good faith is liable for a warranty, he is liable
only for the expenses of the contract, and any other legitimate
payments made by reason of the assignment. On the other hand,
an assignor in bad faith who breaches such warranties, shall in
addition be liable to pay for the necessary and useful expenses,
plus damages.30
Lo v. KJS Eco-Formwork System Phil., Inc.,31 held that when
dacion en pago takes the form of an assignment of credit, which
is in the nature of a sale of personal property, it produces the
effects of a dation in payment, which extinguishes the obligation;
however, the seller or assignor is still bound by the warranty of
26
Art. 1628, Civil Code.
27
Nyco Sales Corp. v. BA Finance Corp., 200 SCRA 637 (1991).
28
Art. 1628, Civil Code.
29
Art. 1629, Civil Code.
30
Art. 1628, Civil Code.
31
413 SCRA 182 (2003).
578 LAW ON SALES
the first paragraph of Article 1628 of the Civil Code, which makes
the seller or assignor liable for the existence and legality of the
credit at the time of sale. The Court held that when it is shown
that the assigned credit no longer existed at the time of dation,
then it obliged the assignor-debtor to make good its warranty and
pay the obligation.
Other specific warranties pertaining to assignment are as
follows:
(a) One who assigns an inheritance right without
enumerating the things it is composed of,
shall only be answerable for his character
as an heir;32 but any fruits received he shall
pay to the assignee, unless the contrary
has been stipulated;33
On the other hand, the assignee shall
reimburse the assignor for all that the latter
has paid for the debts and charges on
the estate, unless the contrary has been
stipulated;34
(b) One who sells for a lump sum the whole of
certain rights, rents, or products, shall be
answerable for the legitimacy of the whole
in general, but not for each of the various
parts of which it may be composed; except
in the case of eviction from the whole or the
part of the greater value.35
32
Art. 1630, Civil Code.
33
Art. 1632, Civil Code.
34
Art. 1633, Civil Code.
35
Art. 1631, Civil Code.
36
371 SCRA 603 (2001).
ASSIGNMENT 579
37
Reiterated in Lo v. KJS Eco-Formwork System Phil., Inc., 413 SCRA 182
(2003).
38
Art. 1634, Civil Code.
580 LAW ON SALES
39
362 SCRA 548 (2001).
ASSIGNMENT 581
ASSIGNMENT OF COPYRIGHT
The owner of a copyright may assign it in whole or in part;
and within the scope of the assignment, the assignee is entitled
to all the rights and remedies which the assignor had with respect
to the copyright.41
The copyright is not deemed assigned inter vivos in whole
or in part unless there is a written indication of such intention.42
The submission of a literary, photographic or artistic work
to a newspaper, magazine or periodical for publication shall
constitute an assignment but only a license to make a single
publication, unless a greater right is expressly granted.43
If two or more persons jointly own a copyright or any
part thereof, neither of the owners shall be entitled to grant
licenses without the prior written consent of the other owner or
owners.44
40
Ibid.
41
Sec. 180, Intellectual Property Code.
42
Sec. 180.2, ibid.
43
Sec. 180.3, ibid.
44
Sec. 180.3, ibid.
582 LAW ON SALES
CHAPTER 15
1
Act No. 3952, as amended by Rep. Act No. 111.
583
584 LAW ON SALES
2
72 Phil. 410 (1941).
3
The enumeration has been re-arranged from the order given in the Bulk Sales
Law to show a hierarchical progression of the subject matter of “bulk sales.”
THE BULK SALES LAW 585
What was sold was the shop itself, together with the
goodwill, credits, equipment, tools and machineries
thereof, including a Dodge truck, which are not the
stock of merchandise, goods, wares, provisions or
materials in bulk, contemplated in the afore-quoted
Section 3 of Act No. 3952.”6
4
Sec. 8, Act 3952, as amended.
5
50 O.G. 4867.
6
Ibid, at p. 4869.
7
Ibid, at p. 4869.
THE BULK SALES LAW 587
8
TOLENTINO, COMMMERCIAL LAW, Vol. II (4th ed.), pp. 1267-1268, quoting from Boise
Credit Men’s Assoc. v. Ellis, 26 Ida. 438, 144 Pac. 6; People’s Savings Bank v. Van Allsburg,
165 Mich. 524, 131 N.W. 101; Albretcht v. Cudihee, 37 Wash. 206, 79 Pac. 628.
9
86 O.G., No. 6, 1137 (1987).
10
Ibid, at p. 1140.
588 LAW ON SALES
11
Sec. 3, Act No. 3952, as amended.
12
Sec. 4, ibid.
13
Sec. 5, ibid.
590 LAW ON SALES
15
73 Phil. 678 (1942).
592 LAW ON SALES
16
Ong v. Ong, 139 SCRA 133 (1985).
17
Sec. 9, Act No. 3952, as amended.
THE BULK SALES LAW 593
—oOo—
19
Art. 1313 of the Civil Code provides that “Creditors are protected in cases of
contracts intended to default them.”
Art. 1381 provides that contracts entered into “in fraud of creditors when the
latter cannot in any other manner collect the claims due them,” are rescissible. Art. 1388
provides that “Whoever acquires in bad faith the things alienated in fraud of creditors,
shall indemnify the latter for damages suffered by them on account of the alienation,
whenever, due to any cause, it should be impossible for him to return them.”
595
CHAPTER 16
1
Inchong v. Hernandez, 101 Phil. 1155 (1957).
2
101 Phil. 1155 (1957).
3
Ibid, at p. 1167.
595
596 LAW ON SALES
4
Inchong v. Hernandez, 101 Phil. 1155 (1957): “Through it, and within the field of
economy it regulates, Congress attempts to translate national aspirations for economic
independence and national security, rooted in the drive and urge for national survival and
welfare, into a concrete and tangible measures designed to free the national retailer from
the competing dominance of the alien, so that the country and the nation may be free from
a supposed economic dependence and bondage.” (at pp. 1160-1161.)
5
Sec. 2, Retail Trade Liberalization Act of 2000 (hereinafter referred to as “R.A.
No. 8762”).
6
Ibid.
RETAIL TRADE LIBERALIZATION ACT OF 2000 597
7
Sec. 3(1), R.A. No. 8762.
8
DOJ Opinions Nos. 253, 325, and 343, series of 1954; No. 47, series of 1955; and
Nos. 152 and 160, series of 1963.
9
SEC Opinion No. 11, series of 2002, 13 November 2002.
598 LAW ON SALES
10
Letter opinion to Antonio Barreto Ko, 11 December 1953; letter-opinion to Tan
Boon Siong, 8 January 1953.
11
Letter opinion to Salvador G. Reyes, 12 October 1959; letter opinion, 3 May
1963.
12
Opinion No. 47, s. 1955.
13
Sec. 3(1), R.A. No. 8762.
RETAIL TRADE LIBERALIZATION ACT OF 2000 599
der the old Retail Trade Nationalization Law, which the Supreme
Court had interpreted to exclude from its coverage merchandise
and goods which are not “consumer goods.” Consequently, on
this score the same jurisprudential doctrine under the old Retail
Trade Nationalization Law must apply to RTLA 2000.
Although, the Implementing Rules and Regulations (IRR)
of RTLA 2000 define “consumption” to mean “the utilization of
economic goods in the satisfaction of want resulting in immediate
destruction, gradual decay or deterioration or transformation into
other goods,”14 the same definition also appeared in the rules
and regulations implementing the old Retail Trade Nationalization
Law, but nevertheless did not figure in the Court’s rulings defining
“consumer goods.”
Balmaceda v. Union Carbide Philippines, Inc.,15 held that
the term “retail trade” should be associated with, and limited to,
goods for personal, family or household use, consumption and
utilization. It construed the old Retail Trade Nationalization Law to
refer to “consumption goods” or “consumer goods” which directly
satisfy human wants and desires and are needed for home and
daily life. Accordingly, it excluded from the coverage of retail trade
goods which are considered generally raw materials used in the
manufacture of other goods, or if not, as one of the component
raw material, or at least as elements utilized in the process of
production and manufacturing.16
Goodyear Tire and Rubber Co. v. Reyes,17 held that a man-
ufacturer which sells rubber products to the government, public
14
Sec. 1(b), Rule I, IRR.
15
124 SCRA 893 (1983).
16
Balmaceda in effect rejected the Department of Justice Opinion No. 253, series
of 1954, where it was held that the Retail Trade Nationalization Law was not limited in its
coverage to house-owner or members of his family who purchase goods for their personal
consumption and should include public utility operators who need large quantities for their
services; as well as the DOJ Opinion, dated 12 September 1963 which rejected that a
sale made to a manufacturer or producer would not in itself be determinative of the issue
of whether the transaction is covered by the then Retail Trade Nationalization Law: “For .
. . it is not the character of the business conducted by either seller or buyer that matters;
it is, rather, whether the purchaser uses or consumes the goods or whether he resells the
same or passes them on to the ultimate consumer.”
17
123 SCRA 273 (1983).
600 LAW ON SALES
2. Exempted Transactions
Although all three (3) elements of retail trade may be
present, the following transactions, or series of transactions, are
expressly exempted from the coverage of “retail trade” under
RTLA 2000, thus:
(a) Sales by a manufacturer,22 processor,23
laborer, or worker, to the general public of
the products manufactured, processed or
produced by him if his capital does not ex-
ceed 5100,000.00;
22
“Manufacturer” refers to a person who alters raw material or manufactured or
partially manufactured products, or combines the same in order to produce finished
products for the purpose of being sold or distributed to others. (Sec. 1[i], Rule I, IRR).
23
“Processor” refers to a person who converts raw materials into marketable
form by special treatment or a series of action that changes the nature or state of the
product, like slaughtering, milling, pasteurization, drying, or dessicating, quick freezing
and the like. Mere packing, packaging, sorting or classifying does not make a person a
processor. (Sec. 1[m], Rule I, IRR).
602 LAW ON SALES
31
Sec. 1(o), Rule I, IRR.
32
“Paid-up Capital” means the total investment in a business that has been paid-up
in a corporation or partnership or invested in a single proprietorship, which may be in cash
or in property. It shall also refer to assigned capital in the case of foreign corporations.
Sec. 1(l), Rule I, IRR.
33
Sec. 3(2), R.A. No. 8762.
RETAIL TRADE LIBERALIZATION ACT OF 2000 605
34
Sec. 5, R.A. No. 8762.
606 LAW ON SALES
37
Sec. 1(g), Rule I, IRR.
38
Sec. 1, Rule III, IRR.
608 LAW ON SALES
39
SEC Opinion, dated 20 March 1972, SEC FOLIO 1960-1976, pp. 528-529,
confirming such rule as provided for under Sec. 7 of SEC’s “Rules to Implement the
Requirement of the Constitution and Other Laws that the Controlling Interests in
Enterprises Engaged in the Exploitation of Natural Resources Shall Be Owned by Filipino
Citizens.”
40
XXIV SEC Quarterly Bulletin 56 (No. 1, March 1990).
RETAIL TRADE LIBERALIZATION ACT OF 2000 609
41
SEC Opinion, dated 14 December 1989, XXIV SEC Quarterly Bulletin 7 (No. 2,
June 1990); SEC Opinion, dated 21 November 1972, SEC FOLIO 1960-1976, p. 581,
published by Media Systems, Inc.; SEC Opinion, dated 22 February 1973, ibid, p. 598.
610 LAW ON SALES
unless the foreign investor has notified the SEC and the DTI
of its intention to repatriate its capital and cease operations in
the Philippines.42 The actual use in Philippine operations of the
inwardly remitted minimum capital requirement shall be monitored
by the SEC.43
Failure to maintain the full amount of the prescribed minimum
capital prior to notification of the SEC and the DTI, shall subject
the foreign investor to penalties or restrictions on any future
trading activities and business in the Philippines.44
Foreign retail stores shall secure a certification from the
Bangko Sentral ng Pilipinas (“BSP”) and the DTI, which will verify
or confirm inward remittance of the minimum required capital
investment.45
FOREIGN RETAILERS
The IRR of RTLA 2000 define a “foreign retailer” as “an in-
dividual who is not a Filipino citizen, or a corporation, partner-
ship, association or entity that is not wholly-owned by Filipinos,
engaged in retail trade,”48 which would include domestic partner-
ships, associations, and corporations which are not wholly-owned
by Filipinos, and would require the application of the grandfather
rule.
1. Prequalification Requirements49
Before a foreign retailer is allowed to establish or organize
an entity that will engage in the retail trade business or invest in a
retail store in the Philippines, it must possess all of the following
qualifications:
48
Sec. 1(d), Rule I, IRR.
49
Sec. 8, R.A. No. 8762.
50
“Net Worth” shall mean total assets of a person or business less the total liabilities.
Sec. 1(k), Rule I, IRR.
51
“Franchise” shall mean a business relationship wherein, the franchisor grants
to the franchisee a licensed right, subject to agreed-upon requirements and restrictions,
to conduct business utilizing the trade and/or service marks of the franchisor, and to
receive advice and assistance in organizing, merchandising, and managing the business
conducted pursuant to the license. This type of agreement may include a licensing
agreement or any similar arrangement. Sec. 1(e), Rule I, IRR.
52
“Store/Branch” shall mean an outlet where goods are sold on a retail basis. Sec.
1(s), Rule I, IRR.
612 LAW ON SALES
53
Sec. 1, Rule IV, IRR.
54
Sec. 1, Rule IV, IRR.
55
Sec. 1(t), Rule I, IRR.
56
Sec. 1, Rule IV, IRR.
57
Sec. 2, Rule IV, IRR.
RETAIL TRADE LIBERALIZATION ACT OF 2000 613
3. Branches/Stores
a. Direct Opening of Branches/Stores
A registered foreign retailer may open branches and/or
stores in the Philippines falling under Categories B and C, pro-
vided that the investments for each branch/store must be no less
than the peso equivalent of US$830,000.00.61 Such requirement
shall be complied with also, when at least 51% of the outstanding
capital stock of any existing retail store is acquired by a single
foreign retailer.62
58
Sec. 2, Rule IV, IRR.
59
Sec. 1(n), Rule I, IRR.
60
Ibid.
61
Sec. 2, Rule IIII, IRR.
62
Sec. 3, Rule IV, IRR.
614 LAW ON SALES
PENALTY CLAUSE
Any person who shall be found guilty of violation of any
provision of RTLA 2000 shall be punished by:
63
Sec. 2, Rule IV, IRR.
64
Sec. 9, R.A. No. 8762.
65
Sec. 10, R.A. No. 8762.
66
227 SCRA 126 (1993).
RETAIL TRADE LIBERALIZATION ACT OF 2000 615
72
46 SCRA 474 (1972).
73
155 SCRA 213 (1987).
74
169 SCRA 586 (1989).
RETAIL TRADE LIBERALIZATION ACT OF 2000 617
It has also been held that when an alien gives or donates his
money to a citizen of the Philippines so that the latter could invest
it in retail trade, such act, provided it is done in good faith, does
not violate our laws. What was prohibited by the Anti-dummy Law
and the retail trade law then prevailing was the conduct of retail
trade by the alien himself.75
The foregoing rulings are still applicable under RTLA 2000
but more specifically to Category A retailing, and to Categories
B, C, and D, when the capital and per-store investment
requirements are not met.
IMPLEMENTING AGENCY
1. DTI as Implementing Agency
The DTI is agency authorized to pre-qualify all foreign retailers
before they are allowed to conduct business in the Philippines,76
and to issue the implementing rules and regulations.77 The DTI
shall keep a record of qualified foreign retailers who may, upon
compliance with law, establish retail stores in the Philippines. It
shall ensure that the parent retail trading company of the foreign
investor complies with the qualifications on capitalization and
track record prescribed in this section.
The Inter-Agency Committee on Tariff and Related Matters
of the National Economic Development Authority (NEDA) Board
shall formulate and regularly update a list of foreign retailers of
high-end or luxury goods and render and annual report on the
same to Congress.
The monitoring and regulation of foreign sole proprietorships,
partnerships, associations, or corporations allowed to engage
in retail trade, including the resolution of conflicts, shall be the
responsibility of the DTI.
The DTI, in coordination with the SEC, the NEDA and
the BOI shall formulate and issue the implementing rules and
75
Sui v. Court of Appeals, 341 SCRA 364 (2000), citing People v. Aurelia Altea, 53
O.G. No. 5, p. 1464.
76
Sec. 8, R.A. No. 8762.
77
Sec. 11, R.A. No. 8762.
618 LAW ON SALES
—oOo—
619
APPENDIX A
1
The original version of the article, entitled Philippine Law on Commercial Contracts
of “Contratos Innominados,” was written and submitted as the required output for the
Justice Carmelino Alvendia Chair award for Academic Year 1996-1997.
2
Sec. 10, Art. III, 1997 Constitution.
3
Art. 1159, New Civil Code of the Philippines (hereinafter to be referred to as simply
“Civil Code”).
4
Art. 1306, Civil Code.
5
Art. 1315, Civil Code.
619
620 LAW ON SALES
OBJECTIVES OF PAPER
The paper endeavors to demonstrate the dangerous tendency
of the courts to force into particular nominate contract scenarios
issues that arise from innominate contractual relationship and the
6
Art. 1307, Civil Code.
APPENDIX A 621
THE LAW ON CONTRATOS INNOMINADOS
7
Art. 1156, Civil Code.
8
Art. 1305, Civil Code.
9
Sec. 18(2), Article III, 1987 Constitution.
10
Art. 1165, Civil Code.
11
Ibid.
622 LAW ON SALES
12
TOLENTINO, CIVIL CODE OF THE PHILIPPINES, Vol. IV, p. 399 (1973 ed.); PARAS, CIVIL
CODE OF THE PHILIPPINES, Vol. IV, p. 85 (Thirteenth Ed. 1994).
13
2 Phil. 682 (1901).
14
27 SCRA 263 (1969).
15
73 SCRA 564 (1976).
16
Ibid, at pp. 572-573.
APPENDIX A 623
THE LAW ON CONTRATOS INNOMINADOS
20
Art. 1458, Civil Code.
21
Art. 1191, Civil Code.
626 LAW ON SALES
22
Art. 1475, Civil Code.
23
Art. 1479, Civil Code.
APPENDIX A 627
THE LAW ON CONTRATOS INNOMINADOS
24
263 SCRA 15, 27 (1996).
25
Ibid, at p. 26.
628 LAW ON SALES
29
Manuel v. Rodriguez, 109 Phil. 1 (1960).
30
Thus, Article 539 of the Civil Code provides that “[e]very possessor has a right to
be respected in his possession; and should he be disturbed therein he shall be protected
in or restored to said possession by means established by the laws and the Rules of
Court.” In turn, Art. 433 provides that “[a]ctual possession under a claim of ownership
raises a disputable presumption of ownership [and] [t]he true owners must resort to
judicial process for the recovery of the property.”
31
The obligation of the seller to transfer ownership and deliver possession of
the subject matter is conditioned upon the full payment of the price. Consequently, in a
APPENDIX A 631
THE LAW ON CONTRATOS INNOMINADOS
only the courts can grant the remedy of recalling ownership that
has passed to the buyer and returning it to the seller. On the other
hand, in a contract to sell, delivery of the subject matter does not
transfer ownership to the buyer, and therefore when the condition
is not fulfilled (i.e., non-payment of the purchase price) no court
intervention is needed to “rescind” the contract since ownership
has remained with the seller. If court intervention is necessary, it
is not for the rescission of the contract, but for the recovery of the
possession from the buyer who is not entitled thereto.
In their executory stages, there is no practical difference in
remedies available to the innocent party in both a contract of
sale and a contract to sell for purposes of rescission, since both
can be done extrajudicially. When performance stage has been
reached, generally, court action is necessary to rescind a contract
of sale; whereas, no such court action is necessary to rescind a
contract to sell.
In any event the failure to clearly define the differences
between the obligations created by a contract of sale, on one
hand, and the obligations created by a contract to sell, on the other,
has actually created a distortion of doctrinal pronouncements in
certain decisions of the Supreme Court when covering facio ut
facias contracts because of their similarity to contracts to sell.
33
The author will use the generic term “sale contract” to embody both a contract of
sale and a contract to sell in the discussions that will follow.
34
Art. 1462, Civil Code.
35
Art. 1459, Civil Code.
36
Art. 1460, Civil Code.
37
Ibid.
APPENDIX A 633
THE LAW ON CONTRATOS INNOMINADOS
On the other hand, the requisites for the price of a valid and
binding sale contract are: (a) it must be real;38 (b) it must be in
money or its equivalent (i.e., must be “valuable consideration” as
distinguished from nominal consideration);39 (c) it must be certain
or ascertainable;40 and (d) the manner of payment of price must
be agreed upon.41 When the certainty of the price is not met at
perfection, then there is no valid and enforceable contract.42
It is the established doctrine that “[a]n offer to sell and an
acceptance do not create a valid and binding contract to sell when
the terms and conditions of the price and its payments have not
been agreed upon, and any action for specific performance will
not prosper.43
In spite of the requisites of subject matter and price to
support a valid and binding sale contract, the Supreme Court
started to legitimize certain contracts as being and embodied in
the genus “sale” when more properly they should be considered
as part of the scope of facio ut facias contracts.
38
Art. 1471, Civil Code.
39
Arts. 1458 and 1468, Civil Code.
40
Art. 1469, Civil Code.
41
Navarro v. Sugar Producer’s Corp., 1 SCRA 1180 (1961); Velasco v. Court of
Appeals, 51 SCRA 439 (1973).
42
Tan Tiah v. Yu Jose, 67 Phil. 739 (1939).
43
Tan Tiah v Yu Jose, 67 Phil. 739 (1939); Navarro v. Sugar Producer’s Corp., 1
SCRA 1180 (1961).
44
171 SCRA 131 (1989).
634 LAW ON SALES
45
Ibid, at p. 136; emphasis supplied.
46
Ibid.
APPENDIX A 635
THE LAW ON CONTRATOS INNOMINADOS
47
227 SCRA 719 (1993).
636 LAW ON SALES
and merely bound himself to the terms of the price of the spare
parts described, a binding contract of sale existed between them
upon issuance of the purchase order even though the quantities
were confirmed only later on, at the time the supplier ordered the
items from the German manufacturer as to have made it liable for
the 30% cancellation charge.
The Court of Appeals held that there could not be a valid
sale contract between the supplier and the buyer at the time of
the issuance of the purchase order and the ordering of the items
by the supplier from the German manufacturer, and therefore
dismissed the case. On appeal, citing National Grains Authority,
the Supreme Court held: “[Q]uantity is immaterial in the perfection
of a sales contract. What is of importance is the meeting of the
minds as to the object and cause, which from the facts disclosed
. . . these essential elements had already concurred [at the time
the supplier placed the order with the German manufacturer].”48
The problem with the basic ruling in Johannes Schuback is
that at the “point of perfection” decreed by the Supreme Court, the
quantity of the subject matter being unspecified, nor where there
any terms or stipulations upon which the courts could determine
the same without need of entering into a new agreement, would
not fulfill the requirements of “determinable” subject matter; and
therefore, no valid and binding sale contract had yet arisen at
the point. If there was already a perfect contract of sale upon the
giving of the purchase order without quantity, and in fact later
the buyer did not confirm any quantity, there could be no basis
of an action for specific performance on the part of the seller,
since there was also no basis to compute the price which would
depend upon the actual quantity of the items ordered.
The proper characterization of the contract that arose
between the supplier and the buyer at the time the purchase
order was given without specification of the quantity of the items
ordered would have been a supplier’s contract under the genus
facio ut facias which would have preserved the integrity of the
doctrines pertaining to the characteristics of the proper subject
48
Ibid, at p. 722.
APPENDIX A 637
THE LAW ON CONTRATOS INNOMINADOS
b. Option Contracts
An option to buy or an option to sell, is not a contract of
purchase and sale.49 As used in the law on sales, an option is a
continuing offer or contract by which the owner stipulates with
another that the latter shall have the right to buy the property at a
fixed price within a certain time, or under, or in compliance with,
certain terms and conditions, or which gives to the owner of the
property the right to sell or demand a sale. It is also sometimes
called an “unaccepted offer.”
In Adelfa Properties, Inc. v. Court of Appeals,50 the Supreme
Court held that “an option is not of itself a purchase, but merely
secures the privilege to buy. It is not a sale of property but a sale
of the right to purchase. It is simply a contract by which the owner
of property agrees with another person that he shall have the right
to buy his property at a fixed price within a certain time. He does
not sell his land; he does not then agree to sell it; but he does sell
something, that is, the right or privilege to buy at the election or
option of the other party. Its distinguishing characteristic is that it
imposes no binding obligation on the person holding the option,
aside from the consideration for the offer. Until acceptance, it is
not, properly speaking, a contract and does not vest, transfer, or
agree to transfer, any title to, or any interest or right in the subject
matter, but is merely a contract by which the owner of property
gives the optionee the right or privilege of accepting the offer and
buying the property.”51
In Equatorial Realty Dev. Inc. v. Mayfair Theater, Inc.,52
the Supreme Court in determining that an option clause in
a contract of lease did not cover a real option held: “As early
as 1916, in the case of Beaumont v. Prieto,53 unequivocal was
our characterization of an option contract as one necessarily
49
Kilosbayan, Inc. v. Morato, 246 SCRA 540 (1995).
50
240 SCRA 565 (1995).
51
Ibid, p. 579.
52
264 SCRA 483 (1996).
53
41 Phil. 670 (1916).
638 LAW ON SALES
54
238 SCRA 602 (1994).
APPENDIX A 639
THE LAW ON CONTRATOS INNOMINADOS
57
Ibid, at pp. 675-676.
58
238 SCRA 602 (1994).
59
Ibid, at p. 614; emphasis supplied.
60
Ibid, at pp. 614-615; emphasis supplied
APPENDIX A 641
THE LAW ON CONTRATOS INNOMINADOS
61
Ibid, at p. 615.
62
264 SCRA 483 (1996).
642 LAW ON SALES
63
Ibid, at p. 511.
644 LAW ON SALES
a. Supply Agreements
A very good example of such contractual arrangements would
be a Supply Agreement entered into between, say a manufacture
of goods and a distributor of products such as an entity engaged
in the export of products or in operating department stores. Often
such supply arrangements would cover quotas or targets to be
met on both sides, but would be flexible in recognition of several
factors in the commercial world that cannot be anticipated such
as the flow of the market at any given period, the changing costs
and prices of materials and labor, the uncertainty of demand, etc.
And yet a general supply contract is entered into to establish a
formal juridical relationship between the parties upon which they
can plan their business affairs.
Often, in a long-term relationship or where the term is in-
definite and not fixed, the parties try to work on a target of trans-
actions without being strictly bound thereto since there is often
an inability to pin down the pricing of the items sold or supplied,
except each time the order is placed or when delivery is made
by the supplier. The underlying supply agreement is meant to
create a legal relationship between the supplier and the buyer,
but by itself is not yet a sale contract because it does not contain
APPENDIX A 645
THE LAW ON CONTRATOS INNOMINADOS
definite items respecting the subject matter and the price. The
supply agreement is meant to be the underlying basis by which
a series of subsequent binding contracts would be entered into.
In the above illustration, it would be a series of sales contracts as
each order is placed and serviced.
The underlying supply agreement in the illustration between
the supplier and the buyer is not a species of the sales contract
because by itself it has not created obligations on the part of
the seller to deliver ownership and possession of determinate
or determinable subject matter, and no obligation on the part
of the buyer to pay a price certain. The supply agreement does
not, therefore, create real obligations on the part of either of the
contracting parties; what it constitutes is an “agreement to agree,”
which in the illustration above would cover an agreement to enter
into series of sales contracts.
An “agreement to agree” is a species of the innominate
contract facio ut facias because it essentially covers bilateral
obligations “to do” (i.e., obligations to “enter into a contract”), and
do not create real obligations. Consequently, a supply agreement,
in case of breach thereof, is not capable of enforcement by
specific performance, but would give legal basis for recovery of
damages for breach of contract, which recognizes the underlying
contractual relationship between the contracting parties, and the
application of the principle of “obligatory force.”
A supply agreement may also be in preparation for a
specific future sale contract and not meant to establish a long-
term relationship between supplier and buyer. This was the case
in Johannes Schuback whereby the purchase order was issued
by the buyer without yet committing itself to the exact quantity of
the subject matter. In effect, when the buyer issued the purchase
order, it entered into a limited supply agreement with the supplier,
i.e., with the specific quotation given by the supplier binding itself
to supply the parts at specified unit prices during the covering
period. The buyer, in issuing the purchase order, committed itself
at that point “to purchase” or rather “to enter into a purchase
agreement” within the period indicated. What was constituted at
that point was merely an “agreement to agree,” which meant that
646 LAW ON SALES
both parties agreed that they will enter into a final sale contract
within the covered period.
Prime White Cement Corp. v. Intermediate Appellate
Court,64 although the ratio decidendi dealt with corporate issues
on powers of corporate officers to bind the corporation and the
principle of self-dealings by corporate directors, nevertheless
recognized a Dealership Agreement entered into by a supplier
with the manufacturing corporation for the supply of white
cement products over a period would be valid and binding if the
price formula covered in the contract was reasonable to afford
protection to the corporation. In that case, the Court held that
when the Dealership Agreement provided that the corporation
would be obligated to supply “20,000 bags of white cement per
month, for five years ... at a fixed price of 59.70 per bag,”65 the
price was in fact unreasonable as to be void at the instance
of the corporation, having been entered into with a director of
the corporation. The Court held that the dealing director “is a
businessman himself and must have known, or at least must be
presumed to know, that at that time, prices of commodities in
general, and white cement in particular, were not stable and were
expected to rise. At the time of the contract, petitioner corporation
had not even commenced the manufacture of white cement, the
reason why delivery was not to begin until 14 months later. . . no
provision was made in the ‘dealership agreement’ to allow for an
increase in price mutually acceptable to the parties.”66
Prime White Cement recognized that in a Supply Agreement,
involving the delivery of merchandise over a long period of time,
it would even be unreasonable to fix the price already for goods
yet to be delivered in the future; and that properly the contract
should provide only for future agreement of the price at the time
of compliance with the delivery commitments. The Court even
cited that in the sub-contracts entered into by the dealing director
such flexible price-fixing formula were provided based on the
prevailing market rate at the time of delivery, were deemed to
be more reasonable. There was therefore implied recognition
64
220 SCRA 103 (1993).
65
Ibid, at p. 112.
66
Ibid.
APPENDIX A 647
THE LAW ON CONTRATOS INNOMINADOS
the offeree an offer to sell; and on the part of the offeree, that if it
be his desire at that point to accept the offer to enter into a sale
contract. The only existing obligation created by the perfection of
a right of first refusal arrangement therefore is an obligation “to
do” on the part of the offeror, and a privilege on the part of the
offeree, which if exercised would give rise to a valid and binding
sale contract. The arrangement would be a species of facio ut
facias contracts that encompass an “I do that you may do” or “We
agree to negotiate in good faith towards seeing if we can perfect
a contract of sale,” situation if you look at the entire exercise of
the relationship.
Under such contractual classification, then the Supreme
Court could move into the doctrinal position it took in Equatorial
Realty that refused to treat a right of first refusal arrangement
as belonging to a class of preparatory/juridical relations not
governed by law on contracts but by the codal provisions on
human relations. As a species of facio ut facias contracts, a
right of first refusal arrangement can therefore “be enforced
according to the law on contracts instead of the panoramic and
indefinite rule on human relations.” But contrary to the sweeping
acknowledgment given in Equatorial Realty, being a species of
the facio ut facias contracts, a right of first refusal arrangement
merely covers an obligation “to do” and is not subject to specific
performance unless and until it reaches the next stage of tipping
into a sale contract (by the exercise of the right) and therefore
would constitute real obligations which can then be the subject of
specific performance. Under such position, the Ang Yu Asuncion
doctrine of stating that a right of first refusal arrangement is not
by itself subject to specific performance is correct because of
the very nature of the personal obligation constituted, but unlike
the Ang Yu Asuncion doctrine, the remedy for its breach is not
damages under Article 19 of the Civil Code on human relations
which does not recognize a contractual relationship, but an action
for damages for breach of contract under the Equatorial Realty
doctrine which recognizes the relationship as given rise to a
contract. Under such a setting, rights of first refusal so commonly
inserted in leases and other contracts over real estate would not
be rendered “inutile.”
APPENDIX A 649
THE LAW ON CONTRATOS INNOMINADOS
c. Franchise Agreement
A further example of a facio ut facias contractual relation
would be a commercial franchise arrangement, which although
it has the payment of an up-front aspect, would generally
constitute an arrangement of future obligations to do on the parts
of both the franchisor and the franchisee. For example, under
the franchise arrangement, the franchisor is obliged to allow the
franchisee to use it trademarks and servicemarks; the franchisor
would be obliged to undertake the design and supervision of the
construction of the store outlets and the training of the managerial
and staff of the franchisee. On the other hand, the franchisee is
obliged to operate the franchise business in accordance with the
systems of the franchisor, and to remit royalty payments from the
sales it makes to the public. The franchise agreement usually
also carries an obligation to enter into future sales contracts
between the parties either when it comes to the materials and
equipment for the store outlets and the ingredients of the items
to be sold in the store outlets.
In a franchise arrangement, when one of the parties refuses
to proceed with any of their obligations to do, such as failure
650 LAW ON SALES
CONCLUSIONS
The author agrees with the observation of Justice Vitug
in his dissenting opinion in Equatorial Realty that “[i]t would be
perilous a journey ... to try to seek out a common path for such
juridical relations as [sales] contracts, options, and rights for first
refusal since they differ, substantially enough in their concepts,
consequences and legal implications.”67
Several contractual and juridical relationships are being
evolved in the modern business world not even dreamt of at the
time when the provisions of the Civil Code were drafted covering
both nominate and innominate contracts. Although Article 1307 of
the Civil Code enjoins that innominate contracts be regulated and
construed by the rules governing the most analogous nominate
contracts, the intention has never been for innominate contract
situations to dilute the logical and well-established doctrinal basis
of analogous nominate contracts.
There is a need to recognize that many new contracts being
fashioned today are truly innovative, and should be adjudged
by analyzing their inherent structure to be able to evolve a
jurisprudential pool of integrated and logical doctrines that would
be the basis upon which parties can know of their rights and
obligations.
—oOo—
67
264 SCRA 483, 530 (1996).
LAW ON SALES
CESAR LAPUZ VILLANUEVA
cvillanueva@vgslaw.com
B.S.C. (HOLY ANGEL UNIVERSITY)
LL.B. (ATENEO DE MANILA LAW SCHOOL)
LL.M. (HARVARD LAW SCHOOL)
D.J.S. (SAN BEDA GRADUATE SCHOOL OF LAW)
DEAN
ATENEO LAW SCHOOL
ROCKWELL CENTER, MAKATI CITY
CHAIRMAN, COMMERCIAL LAW DEPARTMENT
PHILIPPINE JUDICIAL ACADEMY
MEMBER
MCLE GOVERNING BOARD
SUPREME COURT
FOUNDING PARTNER
VILLANUEVA GABIONZA & DE SANTOS
attorneys@vgslaw.com
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MAKATI CITY 1200, PHILIPPINES
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i
PHILIPPINES COPYRIGHT, 2009
BY
No.___________________
ISBN 978-971-23-5250-8
05-CI-00047
9 789712 352508
Printed by:
iii
This little publication is
dedicated to my little loved ones,
Gabriel, Teresa, and Maria.
iv
ACKNOWLEDGMENT
I wish to acknowledge with gratitude the assistance of
Attys. Jose Claro Tesoro and Nelson J. Soliman, who went
over the original manuscript and gave valuable suggestions
and comments; to Attys. Antonio M. Bernardo and Santiago T.
Gabionza, Jr., for their invaluable support for the project; to Atty.
Eduardo A. de los Angeles, the former Dean of the Ateneo Law
School, and now President of the Philippine Stock Exchange,
from whom I learned the art of systematizing the various subjects
and issues of a field of law, and whose original outline in Sales
became the basis for my teaching the subject and developing
the discussions covered by this book; to Atty. Reynaldo G.
Geronimo, from whose teaching techniques I have developed
the habit of never taking any proposition, provision, policy or rule,
at face value and to subject all aspects of legal issues to the test
of analysis; and to the many students I have taught at the Ateneo
Law School for the past ten years that I have been teaching
the subject, whose insightful discussions and sometimes pure
enthusiasm to learn the Law has given me much depth in looking
at the subject and for which many discussions in this book have
been developed from many of such exchanges in class; and to
my secretaries, Mesdames Ma. Angeles Martinez and Caroline
C. Ladislao, who have been patient in inputting and printing the
various versions of the chapters of this book.
Finally, I would again like to acknowledge the love and
patience of my family for the many moments that I would be away
in pursuit of my professional and academic commitments.
Cesar L. Villanueva
May, 1996
v
PREFACE
This book presents a discussitive approach to the Law on
Sales. Instead of approaching the subject based on progressive
discussions of the articles of the Civil Code under the Title on
Sales, the work groups together into topical areas the various
applicable provisions of the Law, including provisions on the
Law on Contracts having a particular application to a topic under
Sales, and decisions of the Supreme Court relevant to the topic
under discussion. The topical approach allows a more logical
discussion of the various concepts and issues pertaining to
the Law and actually affords better examination into the policy
considerations in the emerging doctrines.
The discussitive approach of this work follows the
following pattern: in areas of the Law on Sales where a clear
doctrine has evolved, the discussions would focus on the policy
considerations behind the doctrine and to test the validity of such
policy considerations; in areas of the Law where no clear doctrine
has evolved or two conflicting doctrines have tended to clash,
discussions will go into determining either a synthesis doctrine
or into placing in perspective the hierarchical priority between
or among the conflicting doctrines; in areas where no definitive
doctrine has evolved, again policy considerations are taken into
account to perceive the emerging doctrine.
The various approaches in this book have a common
theme: many rules or doctrines can never be definite as to be
unalterable, since policy considerations are merely expedient
means for meeting the demands of society for a given time; as
society’s policy considerations change, so do the complexions of
existing rules and regulations. This is especially true of the Law
on Sales, which constitutes one of the many integral statutory
provisions governing commercial transactions in the Philippines.
Although the Law on Sales constitutes a part of the Civil
Code, many provisions of the Code on Sales have been patterned
vi
after the Uniform Sales Law of the United States. In addition, our
jurisdiction adheres to the precedential value of the decisions of
the Supreme Court on the Law on Sales. This work therefore
recognizes what has been implicit in the Philippine legal system:
that our hybrid legal system adheres to both the traditions of the
civil law and the common law systems; and although our system
recognizes the primacy of statutory provisions, it also places
practically the same value to policy considerations as they evolve
in actual settlement of disputes in our society as expressed in
decisions of the Supreme Court. Necessarily, the complexion of
various legal principles and doctrines continue to evolve, if not
altered or discarded, as policy considerations are made to adjust
to evolving contemporary settings.
Cesar L. Villanueva
vii
PREFACE TO 2002 EDITION
CESAR L. VILLANUEVA
10 MAY 2002
viii
PREFACE TO 2009 EDITION
CESAR L. VILLANUEVA
26 JANUARY 2009
ix
x
TABLE OF CHAPTERS
CHAPTER 1 — THE NATURE OF SALE ......................... 1
CHAPTER 2 — PARTIES OF SALE ............................... 40
CHAPTER 3 — SUBJECT MATTER ............................... 70
CHAPTER 4 — PRICE AND OTHER
CONSIDERATION .................................. 97
CHAPTER 5 — FORMATION OF SALE ........................... 135
CHAPTER 6 — PERFORMANCE OR CONSUMMATION
OF SALE ............................................ 214
xi
xii
TABLE OF CONTENTS
CHAPTER 1
THE NATURE OF SALE
DEFINITION OF SALE
1. Nature of Obligations Created in a Sale ................ 1
2. Subject Matter of Sale ........................................... 2
3. Elements of Contract of Sale................................. 3
4. Stages in the Life of Sale ...................................... 5
ESSENTIAL CHARACTERISTICS OF SALE
1. Nominate and Principal ......................................... 6
2. Consensual ........................................................... 7
a. Modalities that Affect the Characteristic
of Consensuality ............................................... 9
3. Bilateral and Reciprocal ........................................ 10
4. Onerous................................................................. 11
5. Commutative ......................................................... 12
6. Sale Is Title and Not Mode .................................... 14
SALE DISTINGUISHED FROM OTHER SIMILAR CONTRACTS
1. From Donation....................................................... 17
2. From Barter ........................................................... 18
a. Rules to Determine Whether Contract
Is Sale or Barter................................................ 19
3. From Contract for a Piece-of-Work........................ 20
a. Statutory Rule on Distinguishing Sale
from Contract for a Piece-of-Work .................... 21
b. Practical Needs for Being Able
to Distinguish ................................................... 28
xiii
4. From Agency to Sell or Agency to Buy .................. 29
a. Distinguishing Sale and Agency
to Sell/Buy ........................................................ 29
b. Statutory Rule ................................................... 30
c. Other Practical Values of Being
Able to Distinguish ........................................... 34
5. From Dacion En Pago ........................................... 35
6. From Lease ........................................................... 38
CHAPTER 2
PARTIES OF SALE
GENERAL RULE ON CAPACITY OF PARTIES
MINORS, INSANE OR DEMENTED PERSONS, DEAF-MUTES
1. Necessaries ........................................................... 41
2. Emancipation......................................................... 42
3. Senility and Serious Illness ................................... 43
SALES BY AND BETWEEN SPOUSES
1. Sale With Third Parties .......................................... 45
2. Sales Between Spouses ....................................... 47
a. Status of Prohibited Sales Between
Spouses............................................................ 47
b. Rationale for Prohibition ................................... 49
c. Rationale for Exceptions to Prohibition
under Article 1490 ............................................ 50
3. Applicability of Incapacity to Common
Law Spouses ......................................................... 52
SPECIFIC INCAPACITY MANDATED BY LAW
1. Legal Status of Contracts Entered Into In
Violation of Articles 1491 and 1942 ....................... 55
a. A Different Form of “Ratification” ..................... 57
b. Proper Party to Raise Issue of Nullity .............. 59
c. Fraud or Lesion Not Relevant for Nullity .......... 59
2. Agents ................................................................... 60
xiv
3. Guardians, Administrators and Executors ............ 60
a. Hereditary Rights Not Included
in Coverage ..................................................... 62
4. Judges, Justices and Those Involved in
Administration of Justice ...................................... 63
5. Attorneys ............................................................... 63
a. Contingent Fee Arrangements ........................ 65
CHAPTER 3
SUBJECT MATTER
xv
f. Status of Sale Not Complying with
Third Requisite ................................................. 89
g. Sale of Undivided Interest ................................ 90
h. Sale of Undivided Share in Mass ..................... 90
i. Sale of Mortgaged Property.............................. 91
4. Seller’s Obligation to Transfer Ownership
Required at Time of Delivery ................................ 91
a. Conflicting Rulings ............................................ 92
b. Exception: When Seller Must Be Owner
at Time of Sale ................................................ 95
c. Subsequent Acquisition of Title
by Seller............................................................ 96
CHAPTER 4
PRICE AND OTHER CONSIDERATION
MEANING OF “PRICE”
REQUISITES FOR VALID PRICE
1. Price Must Be Real................................................ 99
a. When Price Real............................................... 99
b. When Price Simulated ...................................... 99
c. When Price False ............................................ 101
d. Meeting of Minds as to Price ............................ 101
e. Effect of Non-Payment of Price ........................ 102
f. Accommodation Does Not Make Sale
Void for Lack of Price ....................................... 105
g. Simulation of Price Affects Delivery
of Subject Matter ............................................. 106
2. Price Must Be in Money or Its Equivalent:
“Valuable Consideration” ....................................... 107
a. Adequacy of Price to Make It “Real”;
Concept of “Valuable Consideration” ................ 109
3. Price Must Be Certain or Ascertainable
at Perfection ......................................................... 112
a. Price Fixed by Third Party ................................ 112
b. Fixing of Subject Matter by Third Party ............ 113
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c. Price Ascertainable in Reference to
Other Things Certain ........................................ 114
d. Effect of Unascertainability .............................. 115
4. Manner of Payment of Price Must Be
Agreed Upon ......................................................... 115
a. Proper Understanding of Doctrine
on Agreement on Terms of Payment
of Price ............................................................. 118
5. When There Is Sale Even When No Price
Has Been Agreed Upon......................................... 119
a. What Does Article 1474 Mean
by “Preceding Articles”? ................................... 120
b. What Does Article 1474 Mean by
“Inefficacious”? ................................................ 121
c. Concept of “Appropriation”; Summation ........... 121
CHAPTER 5
FORMATION OF SALE
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c. Characteristics and Obligations Constituted
in an Option Contract; Compared
with Sale .......................................................... 142
d. Elements of Valid Option Contract ................... 144
e. Meaning of Separate “Consideration” .............. 145
f. When Option Is Without Separate
Consideration .................................................. 147
g. Acceptance of Offer to Create Option
Necessary to Apply Sanchez Doctrine ............ 149
h. Option Not Deem Part of Renewal Lease ........ 150
i. Period of Exercise of Option ............................. 150
j. Proper Exercise of Option ................................ 151
k. Effects of Exercise of Option ............................ 152
l. Summary Rules When Period is
Granted to Promisee ........................................ 153
3. Rights of First Refusal ........................................... 156
a. Limited Application of Equatorial
Realty Ruling .................................................... 161
b. Various Rulings on Rights of First Refusal
Contained in Lease Agreement ........................ 163
(1) Rentals Deemed to Be Consideration
to Support Right .................................... 163
(2) Sublessee May Not Take Advantage
of Right of First Refusal of
Sublessor .............................................. 163
(3) Right Does Not Extend With the
Extension of the Lease ......................... 164
4. Proposed Doctrine on Option Contracts
Vis-à-vis Right of First Refusal Rulings ................. 164
a. Alternative Doctrine of Enforceability
of Rights of First Refusal .................................. 164
b. Enforceability of Option Rights Should
Be at Par With, If Not at a Higher Level
Than, Rights of First Refusal ............................ 166
5. Mutual Promises to Buy and Sell ......................... 168
PERFECTION STAGE: OFFER AND ACCEPTANCE
1. Consent that Perfects a Sale ................................ 171
2. Offer Must Be “Certain” ......................................... 171
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3. Acceptance Must Be “Absolute” ............................ 172
a. When “Deviation” Allowed ................................ 176
b. Acceptance May Be Expressed
or Implied .......................................................... 177
c. Acceptance by Letter or Telegram .................... 177
d. Acceptance Subject to Suspensive
Condition .......................................................... 177
e. Acceptance in Auction Sales ............................ 178
4. Earnest Money ...................................................... 179
a. Function of Earnest Money............................... 179
b. Varying Treatments of Earnest Money ............. 180
c. Distinguishing Earnest Money and
Option Money .................................................. 181
d. Effect of Rescission on Earnest
Money Received ............................................... 181
5. Place of Perfection ................................................ 182
6. Expenses of Execution and Registration............... 182
7. Performance Should Not Affect Perfection ............ 182
FORM OF SALES
1. Form Not Generally Important for
Validity of Sale ...................................................... 185
a. Requirement for Public Instrument for
Immovables under Article 1358 ........................ 185
b. Function of Deed of Sale .................................. 187
2. When Form of Sale Affects Its Validity................... 189
3. STATUTE OF FRAUDS: When Form Is
Important for Enforceability ................................... 192
a. Nature and Purpose of Statute of Frauds ......... 192
b. Sales Coverage in Statute of Frauds ............... 193
c. Exceptions to Coverage of Statute
in Sales Contracts ........................................... 193
d. Nature of Memorandum.................................... 194
e. Partial Performance ......................................... 196
f. Effect of Partial Execution on Third
Parties .............................................................. 198
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g. Nature and Coverage of Partial
Performance .................................................... 201
h. Waiver of Provisions of Statute of Frauds ........ 202
i. Value of Business Forms to Prove Sale ........... 202
4. Sales Effected as Electronic Commerce ............... 203
a. Legal Recognition of Electronic
Data Message .................................................. 203
b. Legal Recognition of Electronic
Documents ....................................................... 203
c. Legal Recognition of Electronic
Signatures ....................................................... 206
d. Presumption Relating to Electronic
Signatures ........................................................ 206
e. Consummation of Electronic
Transactions ..................................................... 207
f. Electronic Commerce in Carriage
of Goods ........................................................... 207
g. Rule on Transport Documents .......................... 208
5. Form of Equitable Mortgage Claims ...................... 210
6. Form in “Sales on Return or Approval” .................. 210
7. Right of First Refusal Must Be Contained
in Written Contract ................................................. 211
CHAPTER 6
PERFORMANCE OR CONSUMMATION OF SALE
OBLIGATIONS OF SELLER
1. To Preserve the Subject Matter ............................ 214
2. To Deliver the Subject Matter ............................... 214
3. To Deliver the Fruits and Accessories ................... 215
4. To Warrant the Subject Matter ............................... 216
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1. Actual Delivery ...................................................... 218
2. Constructive Delivery ............................................ 219
a. Execution of Public Instrument ......................... 219
(1) Constructive Delivery Has the Same
Legal Effect as Actual or Physical
Delivery ................................................ 220
(2) When Execution of Public Instrument
Does Not Produce Effects
of Delivery ............................................ 222
(3) Special Variation to Addison
Doctrine ................................................ 227
b. Symbolic Delivery ............................................. 230
c. Constitutum Possessorium .............................. 230
d. Traditio Brevi Manu........................................... 230
e. Traditio Longa Manu ......................................... 231
f. Delivery of Incorporeal Property ....................... 231
g. Delivery by Negotiable Document
of Title ............................................................... 231
h. Delivery Through Carrier .................................. 232
(1) F.A.S. Sales........................................... 233
(2) F.O.B. Sales ......................................... 233
(3) C.I.F. Sales ........................................... 233
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g. “Sale on Approval, Trial, Satisfaction,
or Acceptance” ................................................. 243
h. Form of Such Special Sales ............................. 243
i. Written Proof of Delivery................................... 244
j. Time and Place of Delivery............................... 245
k. Seller Shall Pay Expenses of Delivery ............. 245
2. Rules on Effects of Delivery for Immovables ......... 245
a. Where Immovables Sold Per Unit
or Number......................................................... 246
b. Where Immovables Sold for a
Lump Sum ....................................................... 247
c. Lump Sum Sale versus by Unit of
Measure or Number.......................................... 248
d. Where Immovables Sold In Mass ..................... 250
e. Expenses of Delivery and Registration
on Real Estate ................................................. 250
DOUBLE SALES
1. Rules of Double Sales Must Be Considered
as Rules on Tradition ............................................. 252
2. Article 1544 as the Platform for Discussion........... 253
3. Two Divergent Systems When It Comes
to Land .................................................................. 255
a. The Case for Registered Land ......................... 255
(1) Article 1544 Does Not Overcome
the Priority Rule Under
P.D. 1529 .................................................... 256
b. The Case for Unregistered Land ...................... 258
4. Global Rules on Double Sales .............................. 264
5. Essential Elements for Applicability
of Article 1544........................................................ 268
a. Nature of Two Sales Involved ........................... 268
b. Applicability of Rules on Double
Sales to Contracts to Sell and
Adverse Claims ................................................ 270
c. There Must Be “Sameness” of
Subject Matter .................................................. 273
d. There Must Be Involved Same Seller ............... 273
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e. Article 1544 Is Not a Contest Between
Two Protagonists Running the
Same Race ....................................................... 274
f. Peculiar Developments .................................... 279
g. Who is Purchaser in Good Faith?..................... 280
(1) Burden of Proof ..................................... 280
(2) Requisite of Full Payment ..................... 281
(3) Obligation to Investigate
Known Facts ........................................ 282
(4) Special Rule on Real Estate Market
Players .................................................. 283
(5) Land in Adverse Possession ................. 284
(6) Existence of Lis Pendens ..................... 284
(7) Annotation of Adverse Claim ................ 285
(8) Existence of Relationship ...................... 286
(9) Stipulations in Deed Showing
Bad Faith .............................................. 287
(10) When Dealing With Non-Registered
Owner ................................................... 287
h. Requisites of Prior Registration ........................ 287
(1) Prior Registration By the Second
Buyer Must Always Be in Good Faith.... 288
(2) The Need for Second Buyer to Do
Positive Act Under Article 1544 ............. 289
i. First to Possess in Good Faith ......................... 290
(1) Registration in Good Faith Always
Pre-empts Possession in Good Faith ... 291
(2) Possession Under Article 1544
Refers to Material and Symbolic
Possession ............................................ 294
(3) Possession Acquired in Good Faith
Is Stable Status ..................................... 295
(j) When Article 1544 Does Not Apply, Priority
in Time Rule Applies ......................................... 296
OBLIGATIONS OF BUYER
1. Pay the Price ......................................................... 297
2. Accept Delivery of Thing Sold ............................... 298
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a. Opportunity to Inspect Goods .......................... 298
(1) Exception: C.O.D. Sales ...................... 298
b. Goods Sold Deliverable by Installments .......... 299
c. Effect of Acceptance of Goods
on Seller’s Warranty ......................................... 299
d. Refusal to Accept Goods .................................. 299
CHAPTER 7
DOCUMENTS OF TITLE
xxiv
WARRANTIES ON NEGOTIATION AND ASSIGNMENT OF DOCUMENTS OF
TITLE ................................................................................... 311
EFFECTS WHEN OWNER OF THE DOCUMENT OF TITLE HAS NO LEGAL
TITLE TO THE GOODS
1. When Goods Covered by Non-Negotiable
Document .............................................................. 312
2. When Goods Covered by Negotiable Document .... 313
RULES ON LEVY/GARNISHMENT OF GOODS COVERED BY DOCUMENTS OF
TITLE
1. When Non-Negotiable Document of Title .............. 315
2. When Negotiable Document of Title ...................... 316
CHAPTER 8
SALE BY A NON-OWNER OR BY ONE HAVING
VOIDABLE TITLE:
THE “LIFE” OF A CONTRACT OF SALE
xxv
5. Sale by a Seller Who Has Voidable Title on
the Subject Matter Sold ......................................... 336
6. Applicable Rules to Immovables ........................... 337
7. “Title” as to Movable Properties............................. 340
CHAPTER 9
LOSS AND DETERIORATION, FRUITS
AND OTHER BENEFITS
CHAPTER 10
REMEDIES OF PARTIES
xxvi
3. Possessory Lien .................................................... 366
a. When Negotiable Document
of Title Issued .................................................. 367
b. When Part Delivery Effected ............................ 367
c. Instances When Possessory Lien Lost ............ 367
4. Stoppage in Transitu .............................................. 368
a. When Negotiable Document
of Title Issued .................................................. 368
b. When Buyer Is Deemed “Insolvent” ................. 369
c. When Goods Are Deemed “In Transit” ............ 369
d. When Goods Are Deemed No Longer
In Transit .......................................................... 369
e. When Part Delivery Already Made .................. 370
f. How Right Is Exercised ................................... 370
g. When Goods Covered by Negotiable
Document of Title ............................................ 371
5. Special Right to Resell Goods............................... 371
a. When Right Exercisable .................................. 371
b. Effect of Having Exercised Right
of Resale .......................................................... 373
c. Transfer of Ownership ..................................... 373
d. Notice to Defaulting Buyer ............................... 373
e. Standard of Care and Disqualification
in Resale .......................................................... 373
6. Special Right to Rescind ....................................... 374
a. When Right May Be Exercised ........................ 374
b. Effect of Exercise of Such Right ...................... 374
c. Transfer of Title................................................. 374
C. REMEDIES OF BUYER
1. Failure of Seller to Deliver ..................................... 375
2. Breach of Seller’s Warranty ................................... 375
3. Suspension of Payments in Anticipation
of Breach ............................................................... 376
a. Remedy of Buyer for Pending Suit .................. 376
D. RECTO LAW: SALES OF MOVABLES ON INSTALLMENTS
1. Coverage of the Law ............................................. 377
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a. Rationale of Recto Law .................................... 378
b. When Sale is “on Installments” ........................ 378
c. Loans and Financing Transactions .................. 379
d. Contracts to Sell Movables Not Covered ......... 381
2. Remedies Provided Under Article 1484 ................ 381
a. Nature of Remedies Under Article 1484 .......... 381
b. Two Groups of Barring Effects of Remedies ...... 383
3. Remedy of Specific Performance .......................... 385
4. Remedy of Rescission........................................... 385
a. When Rescission Deemed Chosen ................. 387
b. Barring Effect of Rescission ............................ 388
5. Foreclosure of Chattel Mortgage Constituted
on Subject Property .............................................. 389
a. When Remedy of Foreclosure
Deemed Chosen .............................................. 389
b. Barring Effect of Foreclosure ........................... 390
c. Barring Effect on Other Securities
Given for Payment of Price .............................. 391
d. Extent of Barring Effect .................................... 394
e. Perverse Buyer-Mortgagor .............................. 395
E. LEASE WITH OPTION TO PURCHASE
a. What Is the Barring Effect on Such
Contracts? ....................................................... 398
CHAPTER 11
REMEDIES OF RESCISSION AND
CANCELLATION FOR IMMOVABLES:
CONTRACT OF SALE VERSUS CONTRACT TO SELL
xxix
a. When Principles of Rescission for
Rescissible Contract Applied to
Resolution of Sale ............................................ 427
b. When Rescission Should Have
Been Applied .................................................... 428
2. Remedy of “Rescission” Covered.......................... 430
a. Nature of the Remedy of Rescission
or Resolution ................................................... 431
b. Rescission Must Be Based on Substantial
Breach .............................................................. 432
c. Restitution as Consequence
of Rescission .................................................... 433
d. When Forfeiture of Payments
Allowed in Rescission ...................................... 433
e. Who May Demand Rescission ......................... 434
f. Rescission Generally Judicial in Nature ........... 435
g. When Extrajudicial Rescission Allowed ............ 435
h. Rescission Requires Positive Act ..................... 437
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4. Substantial Breach Issue Relevant Only
in Contracts of Sale ............................................... 459
5. Crux of the Distinction ........................................... 460
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CHAPTER 12
CONDITIONS AND WARRANTIES
CONDITIONS
DISTINCTIONS BETWEEN CONDITIONS AND WARRANTIES
EXPRESS WARRANTIES
IMPLIED WARRANTIES
xxxii
a. Requisite for Breach of Warranty
to Apply ............................................................. 508
b. Measure of Damage In Case of Breach
of Warranty on Quality ..................................... 509
2. Sale of Goods by Sample and/or by Description... 510
3. Buyer’s Option in Case of Breach of Warranty ..... 510
4. Waiver of Remedies by Buyer ............................... 511
5. Obligation of Buyer on the Price............................ 511
6. Refusal of Seller to Accept Return of Goods ......... 511
ADDITIONAL TERMS OF WARRANTIES FOR CONSUMER GOODS
1. Subsidiary Liability of Retailer ............................... 512
2. Enforcement of Warranty ...................................... 513
3. Duration of Warranty ............................................ 513
4. Breach of Warranties ............................................ 513
5. Contrary Stipulations ............................................ 514
CHAPTER 13
EXTINGUISHMENT OF SALE
IN GENERAL
CONVENTIONAL REDEMPTION
xxxiii
6. Possession of Subject Matter During
Period of Redemption ........................................... 523
7. How Redemption Effected ..................................... 524
a. How Redemption Exercised ............................ 525
b. In Multi-Parties Cases ..................................... 527
8. When Redemption Not Made ............................... 528
9. Grant of 30-day Redemption Right in Case
of Litigation and Article 1606 ................................. 529
a. Feigning Equitable Mortgage Situation
to Avail of Article 1606 ...................................... 531
10. Fruits ..................................................................... 533
11. Equitable Mortgage ............................................... 533
a. Definition of “Equitable Mortgage” ................... 533
b. Pactum Commissorium .................................... 535
c. Rationale Behind Provisions
on Equitable Mortgages ................................... 538
d. When Presumed Equitable Mortgage............... 539
e. Applicability to Deeds of Absolute Sale ............ 544
f. Proof by Parole Evidence; Best
Evidence Rule .................................................. 544
g. Effects When Sale Adjudged to Be an
Equitable Mortgage ......................................... 545
LEGAL REDEMPTION
1. Definition ............................................................... 547
a. Rationale for Legal Redemption ....................... 548
2. Salient Distinctions Between Conventional
and Legal Rights of Redemption ........................... 548
3. Legal Redemption under Civil Code...................... 549
a. Among Co-Heirs .............................................. 549
b. Among Co-Owners .......................................... 549
c. Effect of De Facto Partition Among
Co-Heirs and Co-Owners ................................. 550
d. Distinguishing Between the Rights
of Redemption of Co-Heirs and Co-Owners .... 550
e. Among Adjoining Owners of Rural Lands ......... 551
f. Among Adjoining Owners of Urban Land ......... 552
xxxiv
g. Sale of Credit in Litigation................................. 554
h. When Legal Redemption Period
Begins to Run ................................................... 554
(1) Notice Must Cover Perfected Sale ....... 557
(2) Summation on Strict Rules on Notice ... 557
(3) Exceptions to Written Notice
Requirement ......................................... 560
4. Other Instances When Right of Legal
Redemption Is Granted ......................................... 561
a. Redemption of Homesteads ............................ 561
b. Redemption in Tax Sales ................................. 562
c. Redemption by Judgment Debtor ..................... 563
d. Redemption in Extrajudicial Foreclosure .......... 564
e. Redemption in Judicial Foreclosure ................ 565
f. Foreclosure by Banking Institutions.................. 565
g. Period of Redemption When Rural
Bank Forecloses ............................................... 567
h. Legal Right to Redeem under Agrarian
Reform Code .................................................... 567
CHAPTER 14
ASSIGNMENT
NATURE OF ASSIGNMENT IN THE SCHEME OF THINGS
WHAT MAKES ASSIGNMENT DIFFERENT?
1. Validity and Binding Effect ..................................... 573
2. Binding Effect as to Third Parties .......................... 573
3. Effect of Assignment of Credit on Debtor .............. 574
4. Transfer of Ownership ........................................... 575
a. Accessories and Accessions ............................ 576
b. Warranties ........................................................ 577
xxxv
ASSIGNMENT OF COPYRIGHT .................................................... 581
ASSIGNMENT AS AN EQUITABLE MORTGAGE ............................... 582
CHAPTER 15
THE BULK SALES LAW
CHAPTER 16
RETAIL TRADE LIBERALIZATION ACT OF 2000
xxxvi
CATEGORIES OF RETAIL TRADE ENTERPRISES ............................. 604
WHEN ALIENS MAY INVEST AND/OR ENGAGE IN RETAIL TRADE
1. Grandfather Rule .................................................. 607
2. Requirements of Foreign Investors ....................... 609
3. Foreign Investors Acquiring Shares of Stock
of Local Retailers .................................................. 610
4. Public Offering of Shares of Stock ........................ 610
FOREIGN RETAILERS
1. Prequalification Requirements .............................. 611
2. Application for Prequalification .............................. 612
3. Branches/Stores .................................................... 613
a. Direct Opening of Branches/Stores .................. 613
b. Acquiring/Investing in Existing
Retail Stores ..................................................... 613
4. Promotion of Locally-Manufactured Products ....... 614
5. Prohibited Activities of Qualified Foreign
Retailers ............................................................... 614
6. Binding Effect of License to Engage in Retail
on Private Parties ................................................. 614
APPENDIX A
THE LAW ON CONTRATOS INNOMINADOS ............................ 619
xxxvii
xxxviii