HERNANDO R. PEÑALOSA alias "HENRY PEÑALOSA," petitioner, vs. SEVERINO C.

SANTOS
(deceased), Substituted by his heirs: OLIVER SANTOS and ADYLL M. SANTOS, and ADELA DURAN
MENDEZ SANTOS, respondents.
G.R. No. 133749, August 23, 2001
Quisimbimg, J.,
In a simulated or fictitious contract is that the apparent contract is not really desired or intended to produce
legal effects or alter the juridical situation of the parties in any way.
Facts:
Severino and Adela Mendez Santos are registered owners of a residential house and lot in Quezon City. They
both decided to sell their property and negotiated with petitioner Hernando Peñalosa. The property was
then occupied by a lessee, Eleuterio Perez, who was given preference to buy it under the same terms offered
by the buyer. Perez proposed less favorable termsand expectedly, Severino rejected his offer. Peñalosa and
respondent Severino Santos attempted to enter into an agreement that they would sell to the former the
property subject of the instant case. The deed of absolute sale(first deed) evidencing the said transaction
was signed by the parties.
Henry signed the first deed stating that the first deed was executed for the sole purpose of helping the latter
eject Perez, the occupant of the property. Henry acknowledged in said document that although Severino had
agreed to sell the property to him, he had not paid the consideration stated in the first deed. A second deed
of absolute sale for a higher consideration . It states that Severino sells and transfers the house and lot to
Henry, who had paid the full price. Severino explained that his initial asking price for the property was only
P1,800,000.00 as shown in the first deed. But he later asked for a higher price because Henry could not give
the money as soon as expected. However, Severino claimed that he made it clear to Henry that he agreed to
sell the property under the second deed for P2,000,000.00, provided that payment be immediately effected.
Henry then gave Severino "earnest money", purportedly with the understanding that the former was to pay
the balance within 60 days According to Henry, he had agreed with Severino during the signing of the second
deed, that the balance of P1,700,000.00 would be paid by means of a loan, with the property itself given as
collateral. Eventually Philam Life granted Henrys loan.
Severino sent a letter to Henry, through counsel, demanding that Henry vacate the house and lot, on the
ground that Henry did not conclusively offer nor tender a price certain for the purchase of the property. Henry
refused to vacate the property, Severino brought this action for quieting of title, recovery of possession and
damages before the Regional Trial Court. Severino averred that the second deed was void and inexistent qnd
that the deed is fictitious and simulated because it was executed only for the purpose of placing Henry in
possession of the property because he tendered "earnest money". Severino also claimed that there was no
meeting of minds with respect to the cause or consideration.

Issue:
Whether or not the contract of sale was absolutely simulated for want of consideration
Ruling:
No, the contract of sale was not simulated. The supreme court held that The basic characteristic of an
absolutely simulated or fictitious contract is that the apparent contract is not really desired or intended to
produce legal effects or alter the juridical situation of the parties in any way. However, in this case, the parties
already undertook certain acts which were directed towards fulfillment of their respective covenants under
the second deed, indicating that they intended to give effect to their agreement. Further, the fact that
Severino executed the two deeds in question, primarily so that petitioner could eject the tenant and enter
into a loan/mortgage contract with Philam Life, is to our mind, a strong indication that he intended to transfer
ownership of the property to petitioner.
 HEIRS OF JUAN SAN ANDRES (VICTOR S. ZIGA) and SALVACION S. TRIA, petitioners, vs.VICENTE
RODRIGUEZ, respondent.

G.R. No. 135634 May 31, 2000

MENDOZA, J.:
A contract of sale may be absolute or conditional.As thus defined, the essential elements of sale are the
following:
a) Consent or meeting of the minds, that is, consent to transfer ownership in exchange for the price;
b) Determinate subject matter; and,

c) Price certain in money or its equivalent.

Facts:
Juan San Andres was the registered owner of Lot in Naga City. he sold a portion thereof, to respondent
Vicente S. Rodriguez for P2,415.00. The sale is evidenced by a Deed of Sale. Upon the death of Juan San
Andres, Ramon San Andres was appointed judicial administrator of the decedent's estate. Ramon sent a
letter, to respondent demanding that the latter vacate the portion allegedly encroached by him. However,
respondent refused to do so, claiming he had purchased the same from the late Juan San Andres. the judicial
administrator brought an action, in behalf of the estate of Juan San Andres, for recovery of possession of the
lot.
Respondent alleged that apart from the original lot, which had been sold to him, the latter likewise sold to
him the following day the remaining portion of the lot. He alleged that the payment for such would be affected
in 5 years from the execution of the formal deed of sale after a survey is conducted. He also alleged that under
the consent of juan, he took possession of the same and introduced improvements thereon.
Respondent deposited in court the balance of the purchase price amounting to P7,035.00 for the aforesaid
509-square meter lot.
the trial court rendered judgment in favor of petitioner. It ruled that there was no contract of sale to speak of
for lack of a valid object because there was no sufficient indication to identify the property subject of the sale,
hence, the need to execute a new contract.
Respondent appealed to the Court of Appeals, which on April 21, 1998 rendered a decision reversing the
decision of the trial court. The appellate court held that the object of the contract was determinable, and that
there was a conditional sale with the balance of the purchase price payable within five years from the
execution of the deed of sale.
Issue:

whether or not there was a valid sale.

Held:
Civil Code provides that 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.
A contract of sale may be absolute or conditional.

As thus defined, the essential elements of sale are the following:

a) Consent or meeting of the minds, that is, consent to transfer ownership in exchange for the price;
b) Determinate subject matter; and,

c) Price certain in money or its equivalent. 12

As shown in the receipt, dated September 29, 1964, the late Juan San Andres received P500.00 from
respondent as "advance payment for the residential lot adjoining his previously paid lot on three sides
excepting on the frontage; the agreed purchase price was P15.00 per square meter; and the full amount of
the purchase price was to be based on the results of a survey and would be due and payable in five (5) years
from the execution of a deed of sale.
Petitioner's contention is without merit. There is no dispute that respondent purchased a portion of Lot 1914-
B-2 consisting of 345 square meters. This portion is located in the middle of Lot 1914-B-2, which has a total
area of 854 square meters, and is clearly what was referred to in the receipt as the "previously paid lot." Since
the lot subsequently sold to respondent is said to adjoin the "previously paid lot" on three sides thereof, the
subject lot is capable of being determined without the need of any new contract. The fact that the exact area
of these adjoining residential lots is subject to the result of a survey does not detract from the fact that they
are determinate or determinable. As the Court of Appeals explained: 15
Concomitantly, the object of the sale is certain and determinate. Under Article 1460 of the New Civil Code, a
thing sold is determinate if at the time the contract is entered into.
SKUNAC CORPORATION and ALFONSO F. ENRIQUEZ, Petitioners, vs. ROBERTO S. SYLIANTENG and
CAESAR S. SYLIANTENG, Respondents.

G.R. No. 205879 April 23, 2014

PERALTA, J.:
It is a settled rule that when two certificates of title are issued to different persons covering the same land in
whole or in part, the earlier in date must prevail, and, in case of successive registrations where more than one
certificate is issued over the land, the person holding a prior certificate is entitled to the land as against a
person who relies on a subsequent certificate. The titles of respondents, having emanated from an older
title, should thus be upheld.
Facts:
The Sylianteng brothers, claims ownership of two parcels of land situated In San Juan City. Their claims are
based on the Deed of Absolute Sale executed in favor of their mother. They allege that the said lots were
acquired by their mother from Luis Pujalte, the previous owner of the property in dispute, as reflected and
annotated in the TCT which was sold to them.
Petitioners, herein, claim that Romeo Pujalte was declared by the RTC of Pasig City as the sole heir of Luis
Pujalte, which eventually caused the reconstitution of the Mother Title resulting to its cancellation and the
issuance of another TCT in his favor. Romeo Pujalte then sold the said properties to herein petitioners.
Respondents contended that they have a better right to the lots in question because the transactions
conveying the same to them preceded those claimed by [petitioners] as source of the latter’s titles.
[Respondents] further assert that [petitioners] could not be considered as innocent purchasers in good faith
and for value because they had prior notice of the previous transactions as stated in the memorandum of
encumbrances annotated on the titles covering the subject lots. [Petitioners], for their part, maintain that
[respondents] acquired the lots under questionable circumstances it appearing that there was no copy of the
Deed of Sale, between Emerenciana and Luis Pujalte, on file with the Office of the Register of Deeds.

The RTC ruled in favor of the herein petitioners and declaring TCT in the name of Emerciana as null and void.
And declaring SKUNAC instead.CA reverse the decision.

Issue:
Whether the mother of the Sylianteng brothers validly acquired the subject lots from Luis..

Held:
The Court rules in the affirmative, but takes exception to the CA’s and RTC’s application of Article 1544 of the
Civil Code.
Reliance by the trial and appellate courts on Article 1544 of the Civil Code is misplaced. The requisites that
must concur for Article 1544 to apply are:
(a) The two (or more sales) transactions must constitute valid sales;
(b) The two (or more) sales transactions must pertain to exactly the same subject matter;
(c) The two (or more) buyers at odds over the rightful ownership of the subject matter must
each represent conflicting interests; and
(d) The two (or more) buyers at odds over the rightful ownership of the subject matter must
each have bought from the very same seller.
Obviously, said provision has no application in cases where the sales involved were initiated not by just one
but two vendors. In the present case, the subject lots were sold to petitioners and respondents by two
different vendors – Emerenciana and Romeo Pujalte (Romeo). Hence, Article 1544 of the Civil Code is not
applicable. Nonetheless, the Court agrees with the findings and conclusion of the CA that Emerenciana’s
acquisition of the subject lots from Luis and her subsequent sale of the same to respondents are valid and
lawful.
Granting that both petitioners and respondents bought the disputed lots in good faith by simply relying on
the certificates of the sellers, and subsequently, acquiring titles in their own names, respondents’ title shall
still prevail. It is a settled rule that when two certificates of title are issued to different persons covering the
same land in whole or in part, the earlier in date must prevail, and, in case of successive registrations where
more than one certificate is issued over the land, the person holding a prior certificate is entitled to the land
as against a person who relies on a subsequent certificate. The titles of respondents, having emanated from
an older title, should thus be upheld.
Anent petitioners’ bad faith, this Court finds no persuasive reason to depart from the findings of the CA that
petitioners had prior knowledge of the estate proceedings involving the subject lots and that they have notice
of the defect in the title of Romeo
 REGALADO DAROY, complainant, vs. ATTY. ESTEBAN ABECIA, Respondent.
A.C. No. 3046. October 26, 1998

Mendoza, J.:
Article. 1491 does not apply to the sale of parcel of land, acquired by a client to satisfy a judgment in his
favor, to his attorney as long as the property was not the subject of litigation.

Facts:
Atty. Abecia was the counsel of Daroy in an ejectment case in which they won. To satisfy the judgement of
damages, one of the properties of their opposition was sold by the sheriff at an auction to Daroy as the highest
bidder. A complaint for falsification of public documents was filed against respondent Atty. Abeciaby Daroy.
The latter claimed that respondent Abecia forged his signature in deed of absolute sale, transferring the
subject parcel of land to Jose Galangay purportedly for the sum of P1,250 and that in a fictitious deed of
absolute sale, it was made to appear that Gangay, in turn conveyed the land to Nena Abecia wife of the
respondent Abecia, for the sum of P1,350. Complainant alleged taht he entrusted the title to the land to
Abeciaas his counsel and allowed him to take possession of the land upon the latters request. By means of
the forged deed of sale, Abecia from the Registry of Deeds.
However Atty. Abecia maintained it was Daroywho sold the land in question to Jose Gangay, and the latter in
turn sold the land to Nena Abecia.The RTC rendered a report finding respondent Abecia Guilty of Malpractice
and recommending his disbarment
Issue:
Whether the transfer of the property to Atty. Abecia a violation of the prohibition set forth in Art. 1491 of the
NCC.
Held:
No, the transfer of the oroperty In the case is not within prohibition set forth in article 1491. The Supreme
Court held that the prohibition in Article. 1491 does not apply to the sale of parcel of land, acquired by a
client to satisfy a judgment in his favor, to his attorney as long as the property was not the subject of litigation.
For Indeed, while judges, prosecuting attorneys, and others connected with the administration of justice are
prohibited from acquiring property or rights in the litigation or levied upon the execution, prohibition with
respect to Attorneys in the case extends only to property and rights whichh may be the object of any litigation
in whichh they may take part by virtue of their profession.
 HEIRS OF AMPARO DEL ROSARIO, plaintiffs-appellees, vs. AURORA O. SANTOS, JOVITA SANTOS
GONZALES, ARNULFO O. SANTOS, ARCHIMEDES O. SANTOS, ERMELINA SANTOS RAVIDA, and
ANDRES O. SANTOS, JR., defendants-appellants.
G.R. No. L-46892 September 30, 1981
GUERRERO, J.:
For a sale of real property or of an interest therein to be enforceable under the Statute of Frauds, it is enough
that it be in writing.
Facts:
Amparo del Rosario filed a complaint against the spouses Andres F. Santos and Aurora O. Santos, for specific
performance and damages allegedly for failure of the latter to execute the Deed of Confirmation of Sale of
an undivided 20,000 square meters of land, in Tanay, Rizal, in malicious breach of a Deed of Sale
Amparo died and was substituted by the heirs named in her will. Andres also died and was substituted by his
heir. Under the Deed of Sale it contains that , Andres Santos, xxx for and in consideration of 2,000, do hereby
sells, conveys, and transfers unto Amparo del Rosario, xxx that certain 20k sq. m.
The parties agree that the vendor shall execute a Deed of Confirmation of Deed of Sale in favour of the
vendee as soon as the title has been released and the subdivision plan of said lot 1 has been approved by
the Land Registration Commissioner. Plaintiff claimed fulfillment of conditions for the execution of the Deed
of Confirmation of Sale
Defendants do not contest the words and figures in said deed except in the acknowledgment portion thereof
where certain words were allegedly cancelled and changed without their knowledge and consent and where,
apparently, they appeared before Notary Public Florencio Landrito when, in fact, they claimed that they did
not.
The RTC ruled in favor of Del Rosario and ordered respondent santos to convey the property to herein
petitioner..
Issue:

Whether or not the existence of an alleged false notarization of the deed of sale is material

Held:
No. As correctly pointed out by the court a quo, the alleged false notarization of the deed of sale is of no
consequence. For a sale of real property or of an interest therein to be enforceable under the Statute of
Frauds, it is enough that it be in writing. It need not be notarized. But the vendee may avail of the right under
Article 1357 of the New Civil Code to compel the vendor to observe the form required by law in order that
the instrument may be registered in the Registry of Deeds. Hence, the due execution and genuineness of the
deed of sale are not really in issue in this case. Accordingly, assigned error I is without merit.
The only conditions imposed for the execution of the Deed of Confirmation of Sale by appellants in favor of
appellee are the release of the title and the approval of the subdivision plan. Thus, appellants may not now
introduce other conditions allegedly agreed upon by them because when they reduced their agreement to
writing, it is presumed that "they have made the writing the only repository and memorial of truth, and
whatever is not found in the writing must be understood to have been waived and abandoned."
JOSE M. JAVIER and ESTRELLA F. JAVIER, petitioners, vs.COURT OF APPEALS and LEONARDO TIRO,
respondents.

G.R. No. L-48194 March 15, 1990

REGALADO, J.:
A relatively simulated contract, when it does not prejudice a third person and is not intended for any purpose
contrary to law, morals, good customs, public order or public policy binds the parties to their real
agreement.
Facts:
Leonardo Tiro is a holder of an ordinary timber license issued by the Bureau of Forestry covering 2,535
hectares in, Misamis Oriental. he executed a "Deed of Assignment" in favor of JoseJavier for 120, 000 pesos.
At the time the deed was executed, Respondent Tiro had a pending application for an additional forest
covering the southwest and adjoining the subject deed of assignment. The acting director of forestry write a
letter to private Respondent Tiro that his forest concession was renewed, but since the concession consisted
only 2,535 hectares, he was informed to form an organization such as cooperative, partnership or corporation
to cover the adjoining licensees. Consequently, petitioners, now acting as timber license holders by virtue of
the deed of assignment executed by private respondent in their favor, entered into a Forest Consolidation
Agreement with other ordinary timber license holders in Misamis Oriental, namely, Vicente L. De Lara, Jr.,
Salustiano R. Oca and Sanggaya Logging Company.
Javier failed to pay the balance 83,000 pesos due under the two deed of assignment. Private respondent
filed a case against petitioners. Petitioners on the other hand admitting the due execution of the contracts
but contending that the deed of assignment executed by private respondent Tiro to herein petitioners is null
and void for lack of consideration.
The RTC dismissed the private respondents complaint ordering him to pay the petitioners 33, 161. 85 with
legal interest at six percent per annum. The CA however reversed the decision hence this petition.

Issue:
Whether the deed of assignment executed by the parties is simulated therefore null and void for lack of
consideration.

Held:
No. The Supreme Court held that , the deed of assignment of February 15, 1966 is a relatively simulated
contract which states a false cause or consideration, or one where the parties conceal their true agreement.
A contract with a false consideration is not null and void per se. Under Article 1346 of the Civil Code, a
relatively simulated contract, when it does not prejudice a third person and is not intended for any purpose
contrary to law, morals, good customs, public order or public policy binds the parties to their real agreement.
FELIX DANGUILAN, petitioner, vs. INTERMEDIATE APPELLATE COURT, APOLONIA MELAD, assisted
by her husband, JOSE TAGACAY, respondents.

G.R. No. L-69970 November 28, 1988

CRUZ, J.:

The ownership and other property rights are acquired and transmitted by law, by gift, by testate or intestate
succession, and, in consequence of certain contracts, by tradition.

Facts:

Two lots were owned by Domingo Melad. The lots are claimed by both Felix Daguilan and Apolonia Melad
(and her husband Jose Tagacay). On 29 January 1962, Apolonia Melad filed a complaint against Daguilan in
the then CFI Cagayan for recovery of a farm lot and a residential lot which she claimed she had purchased
from Domingo Melad in 1943 and were now being unlawfully withheld by Daguilan. In his answer, Daguilan
denied the allegation and averred that he was the owner of the said lots of which he had been in open,
continuous and adverse possession, having acquired them from Domingo Melad in 1941 and 1943. The case
was dismissed for failure to prosecute but was refiled in 1967. At the trial, Melad presented a deed of sale
dated 4 December 1943, purportedly signed by Domingo Melad and duly notarized, which conveyed the
said properties to her for the sum of P80.00. She said the amount was earned by her mother as a worker at
the Tabacalera factory. She claimed to be the illegitimate daughter of Domingo Melad, with whom she and
her mother were living when he died in 1945. She moved out of the farm only when in 1946 Felix Danguilan
approached her and asked permission to cultivate the land and to stay therein. She had agreed on condition
that he would deliver part of the harvest from the farm to her, which he did from that year to 1958. The
deliveries having stopped, she then consulted the municipal judge who advised her to file the complaint
against Danguilan. Melad’s mother, her only other witness, corroborated this testimony. Daguilan testified
that he was the husband of Isidra Melad, Domingo’s niece, whom Domingo Melad and his wife Juana
Malupang had taken into their home as their ward as they had no children of their own. He and his wife lived
with the couple in their house on the residential lot and helped Domingo with the cultivation of the farm.
Domingo Melad signed in 1941 a private instrument in which he gave Daguilan the farm and in 1943 another
private instrument in which he also gave him the residential lot, on the understanding that the latter would
take care of the grantor and would bury him upon his death. Danguilan presented three other witnesses to
corroborate his statements and to prove that he had been living in the land since his marriage to Isidra and
had remained in possession thereof after Domingo Melad’s death in 1945. Two of said witnesses declared
that neither the plaintiff nor her mother lived in the land with Domingo Melad. The trial court believed
Daguilan and rendered a decision based mainly on the issue of possession.

On appeal, however, the appellate court upheld Melad as the true and lawful owner of the disputed property,
holding that the private instruments where Domingo Melad had conveyed the land to Daguilan were null and
void for reason that donation of real property should be effected through a public instrument. Hence, the
petition to the Supreme Court.

Issue:

Whether there was delivery in favor of respondent in alleged sale.

Held:

No. No constructive delivery allowed if property is in actual and adverse possession of a third person. In our
jurisdiction, it is a fundamental and elementary principle that ownership does not pass be mere stipulation
but only by delivery and the execution of a public document does not constitute sufficient delivery where the
property involved is in the actual and adverse possession of third persons.
Therefore, in our Civil Code it is a fundamental principle in all matters of contracts and a well- known doctrine
of law that "non mudis pactis sed traditione dominia rerum transferuntur". In conformity with said doctrine as
established in paragraph 2 of article 609 of said code, that "the ownership and other property rights are
acquired and transmitted by law, by gift, by testate or intestate succession, and, in consequence of certain
contracts, by tradition".

In accordance with such disposition and provisions the delivery of a thing constitutes a necessary and
indispensable requisite for the purpose of acquiring the ownership of the same by virtue of a contract.

One who is in possession is presumed to be the owner. In this case, there no dispute that it is Danguilan and
not Melad who is in actual possession of the litigated properties. And even if the claim of petitioner and
respondent are weak, judgment must be in favor of the Danguilan for one who is in possession is presumed
to be the owner, and cannot be obliged to show or prove a better right.
 VISAYAN SAWMILL COMPANY, INC., and ANG TAY, petitioners, vs. THE HONORABLE COURT OF
APPEALS and RJH TRADING, represented by RAMON J. HIBIONADA, proprietor, respondents.

G.R. No. 83851. March 3, 1993.

DAVIDE, JR., J

The injured party may choose between the fulfillment and the rescission of the obligation, with the payment
of damages in either case. He may also seek rescission, even after he has chosen fulfillment, if the latter
should become impossible.

Facts:

RJH Trading and Visayan Sawmill Company (VSC) entered into a sale involving scrap iron located at VSC’s
stockyard at Negros Oriental, subject to the condition that RJH will open a Letter of Credit (LOC) of P250,000
in favor of VSC on or before May 15, 1983. evidenced by a contract entitled `Purchase and Sale of Scrap Iron’
duly signed by both parties. RJH through his men started to dig and gather and scrap iron at the VSC’s
premises, proceeding until May 30 when VSC allegedly directed RJH’s men to desist from pursuing the work
in view of an alleged case filed against RJH by Alberto Pursuelo. VSC denied. RJH informed VSC that the LOC
was opened May 12, 1983 at BPI main office in Ayala, but then the transmittal was delayed.

VSC received a letter advice from BPI Dumaguete stating that an irrevocable domestic LOC P250,000 was
opened in favor of Ang Tay c/o VSC on account of Armaco-Armsteel Alloy Corporation. RJH Trading sent a
series of telegrams stating that the case filed against him by Pursuelo had been dismissed and demanding
that VSC comply with the deed of sale, otherwise a case will be filed against them. VSC informed RJH that
they were unwilling to continue with the sale due to RJH’s failure to comply with essential pre-conditions of
the contract. RJH filed the complaint, praying for judgment ordering VSC to comply with the contract. VSC
insisted that the cancellation of the contract was justified because of RJH’s noncompliance with essential pre-
conditions. The RTC ruled in RJH’s favor. The CA affirmed. Hence, this appeal.

Issue:

Whether or not the reasons or grounds for cancelling the contract valid and justified.

Held:

Yes. The reasons or grounds for cancelling the contract are valid and justified. Both the trial court and the
public respondent erred in the appreciation of the nature of the transaction between the petitioner
corporation and the private respondent. To this Court’s mind, what obtains in the case at bar is a mere
contract to sell or promise to sell, and not a contract of sale.

The injured party may choose between the fulfillment and the rescission of the obligation, with the payment
of damages in either case. He may also seek rescission, even after he has chosen fulfillment, if the latter should
become impossible.

In this case, there was to be no actual sale until the opening, making or indorsing of the irrevocable and
unconditional LOC. Since what obtains here is a mere promise to sell, RJH’s failure to comply with the positive
suspensive condition cannot even be considered a breach casual or serious but simply an event that
prevented the obligation of petitioner corporation to convey title from acquiring binding force.
Consequently, the obligation of the petitioner corporation to sell did not arise; it therefore cannot be
compelled by specific performance to comply with its prestation. In short, Article 1191 of the Civil Code does
not apply; on the contrary, pursuant to Article 1597 of the Civil Code, the petitioner corporation may totally
rescind, as it did in this case.
VISAYAN SAWMILL COMPANY, INC., and ANG TAY, petitioners, vs. THE HONORABLE COURT OF
APPEALS and RJH TRADING, represented by RAMON J. HIBIONADA, proprietor, respondents.

G.R. No. 83851. March 3, 1993.

DAVIDE, JR., J:

The execution of the public instrument operates as a formal or symbolic delivery of the property sold and
authorizes the buyer to use the document as proof of ownership.

Facts:

Respondent Norma inherited Sugarland located in victorious Negros Occidental from her grandmother
Simeona ditching she donated a portion of that land to the Municipality of victorias for the ground of a certain
high school and had four converted into subdivision. In 1963 she had remaining 21 hectors relocated By A
surveyorUpon request of Lessee ramon, Who complained of being prohibited by municipality officials from
cultivating the land it was then that she discovered that the parcel of land was converted into a cemetery and
within her property.

Respondent wrote to the mayor of victorias regarding her discovery and requesting payments of past rentals
and the delivery of the area allegedly illegally occupied by petitioner. The mayor replied that petitioner had
bought the land. Respondent norma asked to be shown the papers concerning the sale but was referred by
the mayor to the municipal treasurer who refuse to show the same

Respondent filed a complaint for recovery of position of a parcel of land occupied by the municipal cemetery,
Municipal by way of defense alleged ownership of the lot subject of the complaint having bought it to
Simeona ditching evidenced by a certificate that is notarized

The RTC decided in favor of the municipality, the CA on the other hand set aside the decision of the lower
court hence This petition.

Issue:

Whether the subject land was validly acquired by the Municipality of Victourias.

Held:

Moreover, it is expressly provided by law that the thing sold shall be understood as delivered, when it is
placed in the control and possession of the vendee. (Civil Code Art. 1497). Where there is no express
provision that title shall not pass until payment of the price, and the thing gold has been delivered, title passes
from the moment the thing sold is placed in the possession and control of the buyer. (Kuenzle & Streiff vs.
Watson & Co., 13 PhiL 26 [1909]). Delivery produces its natural effects in law, the principal and most important
of which being the conveyance of ownership, without prejudice to the right of the vendor to payment of the
price.

When the sale is made through a public instrument, the execution thereof shall be equivalent to the delivery
of the thing which is the object of the contract, if from the deed, the contrary does not appear or cannot be
clearly inferred. (Civil Code Art. 1498). The execution of the public instrument operates as a formal or
symbolic delivery of the property sold and authorizes the buyer to use the document as proof of ownership.
(Florendo v. Foz, 20 PhiL 388 [1911]).

In the case at bar it is undisputed that petitioner had been in open, public, adverse and continuous possession
of the land for a period of more than thirty years. In fact, according to the municipal treasurer there are over
1000 graves in the cemetery, Unfortunately, the purchaser Municipality of Victorias failed to register said
Deed of Sale; hence, when Simeona Jingco Vda. de Ditching died, her grand-daughter, respondent Norma
Leuenberger claimed to have inherited the land in dispute and succeeded in registering said land under the
Torrens system. Said land is now covered by Transfer Certificate of Title No. T-34036 (Exhibit A, supra) issued
by the Register of Deeds of -Negros Occidental on March 11, 1963 in the name of Norma Leuenberger,
married to Francisco Soliva, containing an area of 208,157 square meters. As registered owner, she is
unquestionably entitled to the protection afforded to a holder of a Torrens Title.
 RAYMUNDO S. DE LEON, Petitioner, vs. BENITA T. ONG. Respondent.

G.R. No. 170405 February 2, 2010

CORONA, J.

Contract to sell is subject to a positive suspensive condition.

Facts:

Raymundo S. De Leon (petitioner) sold 3 parcels of land to Benita T. Ong (respondent). The said properties
were mortgaged to a financial institution; Real Savings & Loan Association Inc. (RSLAI). The parties then
executed a notarized deed of absolute sale with assumption of mortgage. As indicated in the deed of
mortgage, the parties stipulated that the petitioner (de leon) shall execute a deed of assumption of mortgage
in favor of Ong (respondent) after full payment of the P415,000.00 They also agreed that the respondent
(Ong) shall assume the mortgage. The respondent then subsequently gave petitioner P415,000.00 as partial
payment. On the other hand, de leon handed the keys to Ong and de leon wrote a letter to inform RSLAI that
the mortgage will be assumed by Ong. Thereafter, the respondent took repairs and made improvements in
the properties. Subsequently, respondent learned that the same properties were sold to a certain Viloria after
March 10, 1993 and changed the locks, rendering the keys given to her useless. Respondent proceeded to
RSLAI but she was informed that the mortgage has been fully paid and that the titles have been given to the
said person. Respondent then filed a complaint for specific performance and declaration of nullity of the
second sale and damages. The petitioner contended that respondent does not have a cause of action against
him because the sale was subject to a condition which requires the approval of RSLAI of the mortgage.
Petitioner reiterated that they only entered into a contract to sell. The RTC dismissed the case. On appeal, the
CA upheld the sale to respondent and nullified the sale to Viloria. Petitioner moved for reconsideration to the
SC.

Issue:

Whether the parties entered into a contract of sale or a contract to sell?

Held:

In a contract of sale, the seller conveys ownership of the property to the buyer upon the perfection of the
contract. The non-payment of the price is a negative resolutory condition. Contract to sell is subject to a
positive suspensive condition. The buyer does not acquire ownership of the property until he fully pays the
purchase price. In the present case, the deed executed by the parties did not show that the owner intends to
reserve ownership of the properties. The terms and conditions affected only the manner of payment and not
the immediate transfer of ownership. It was clear that the owner intended a sale because he unqualifiedly
delivered and transferred ownership of the properties to the respondent.