ROMULO A. CORONEL et. Al vs.

CA
G.R. No. 103577
October 7, 1996

Facts:

On January 19, 1985, appellants Coronels executed a document entitled “receipt of

Down Payment” in favor of plaintiff Ramona Alcaraz, wherein the former received
P50,000 as down payment from the latter, for the purchase price of the Coronels
inherited house and lot amounting to P1,240,000.00. Further, it was stated in the
contract, that the Coronels bind themselves to effect the transfer in their names from
their deceased father, the TCT immediately upon receipt of the down payment and to
immediately execute the Deed of Absolute Sale and that plaintiff Ramona Alcaraz shall
immediately pay the balane of P1,190,000.00.

On February 6, 1985, the subject property originally registered in the name of

appellants’ father was transferred in their names. Few days after, Coronels sold the said
property to intervenor-appellant Catalina B. Mabanag. The Coronels then cancelled and
recinded the contract with Ramona, they deposited the downpayment paid by Ramona’s
mother in the bank in trust for Ramona Patricia Alcaraz.

Thereafter, Concepcion et al., filed a specific performance against the Coronels, while
Catalina caused the annotation of a nptoce of adverse claim covering the subject
property with the Registry of Deeds. On April 25, 1985, the Coronels executed a Deed
of Absolute Sale in favor of Catalina, whom a new title over the subject property was
issued on June 5, 1985.

The RTC ruled in favor of Ramona Alcaraz, and ordered the Coronels to execute a
deed of absolute sale and to immediately deliver the said documents of sale to plaintiffs
and upon receipt thereof, Alcarazes are then ordered to pay the whole balance of the
purchase price amounting to P1,190,000.00.

The Coronels, filed a motion for reconsideration but the same was denied. They
appealed to the Court of Appeals, but the CA rendered its decision fully agreeing with
the trial court.

Issue:

Whether the words “Receipt of Down Payment” connotes a binding contract of

sale or not.

Ruling:

Yes. There is no dispute as to the fact that said document embodied the binding
contract between Ramona Patricia Alcaraz on the one hand, and the heirs of
Constancio P. Coronel on the other, pertaining to a particular house and lot covered by
TCT No. 119627, as defined in Article 1305 of the Civil Code of the Philippines which
reads as follows:

Art. 1305. A contract is a meeting of minds

between two persons whereby one binds himself, with
respect to the other, to give something or to render
some service.

The real intent of the parties at the time the said

document was executed is one of a contract of sale,
which the Civil Code defines as:

Art. 1458. By the contract of sale one of the

contracting parties obligates himself to transfer the
ownership of and to deliver a determinate thing, and the
 other to pay therefor a price certain in money or its
equivalent.

It is a canon in the interpretation of contracts that the words used therein should
be given their natural and ordinary meaning unless a technical meaning was intended
(Tan vs. Court of Appeals, 212 SCRA 586 [1992]). Thus, when petitioners declared in
the said "Receipt of Down Payment" that they —

Received from Miss Ramona Patricia Alcaraz of

146 Timog, Quezon City, the sum of Fifty Thousand
Pesos purchase price of our inherited house and lot,
covered by TCT No. 1199627 of the Registry of Deeds of
Quezon City, in the total amount of P1,240,000.00.

without any reservation of title until full payment of the entire purchase price, the
natural and ordinary idea conveyed is that they sold their property.

When the "Receipt of Down Payment" is considered in its entirety, it becomes

more manifest that there was a clear intent on the part of petitioners to transfer title to
the buyer, but since the transfer certificate of title was still in the name of petitioner's
father, they could not fully effect such transfer although the buyer was then willing and
able to immediately pay the purchase price. Therefore, petitioners-sellers undertook
upon receipt of the down payment from private respondent Ramona P. Alcaraz, to
cause the issuance of a new certificate of title in their names from that of their father,
after which, they promised to present said title, now in their names, to the latter and to
execute the deed of absolute sale whereupon, the latter shall, in turn, pay the entire
balance of the purchase price.

The agreement could not have been a contract to sell because the sellers herein
made no express reservation of ownership or title to the subject parcel of land.
Furthermore, the circumstance which prevented the parties from entering into an
absolute contract of sale pertained to the sellers themselves (the certificate of title was
not in their names) and not the full payment of the purchase price. Under the
established facts and circumstances of the case, the Court may safely presume that,
had the certificate of title been in the names of petitioners-sellers at that time, there
would have been no reason why an absolute contract of sale could not have been
executed and consummated right there and then.

The instant petition is hereby DISMISSED and the appealed judgment

AFFIRMED.