Professional Documents
Culture Documents
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G.R. No. 155043. September 30, 2004.
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* SECOND DIVISION.
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contract and upon the price. However, ownership of the thing sold shall not
be transferred to the vendee until actual or constructive delivery of the
property.
Same; Same; An accepted unilateral promise which specifies the thing
to be sold and the price to be paid, when coupled with a valuable
consideration distinct and separate from the price, is what may properly be
termed a perfected contract of option.—An accepted unilateral promise
which specifies the thing to be sold and the price to be paid, when coupled
with a valuable consideration distinct and separate from the price, is what
may properly be termed a perfected contract of option. An option merely
grants a privilege to buy or sell within an agreed time and at a determined
price. It is separate and distinct from that which the parties may enter into
upon the consummation of the option. A perfected contract of option does
not result in the perfection or consummation of the sale; only when the
option is exercised may a sale be perfected. The option must, however, be
supported by a consideration distinct from the price.
Same; Same; As a rule, the holder of the option, after accepting the
promise and before he exercises his option, is not bound to buy.—As a rule,
the holder of the option, after accepting the promise and before he exercises
his option, is not bound to buy. He is free either to buy or not to buy later. In
Sanchez v. Rigos we ruled that in an accepted unilateral promise to sell, the
promissor is not bound by his promise and may, accordingly, withdraw it,
since there may be no valid contract without a cause or consideration.
Pending notice of its withdrawal, his accepted promise partakes of the
nature of an offer to sell which, if acceded or consented to, results in a
perfected contract of sale.
Same; Same; Under the law, a void contract cannot be ratified and the
action or defense for the declaration of the inexistence of a contract does
not prescribe.—The nullity of the RMOA as a contract of sale emanates not
only from lack of Esther’s consent thereto but also from want of
consideration and absence of respondent’s signature thereon. Such nullity
cannot be obliterated by Esther’s subsequent confirmation of the putative
transaction as expressed in the Contract to Sell. Under the law, a void
contract cannot be ratified and the action or defense for the declaration of
the inexistence of a contract does not prescribe. A void contract produces no
effect either
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encumber any real property of the conjugal partnership, it follows that acts
or transactions executed against this mandatory provision are void except
when the law itself authorizes their validity.
Same; Same; As an exception, the husband may dispose of conjugal
property without the wife’s consent if such sale is necessary to answer for
conjugal liabilities mentioned in Articles 161 and 162 of the Civil Code.—
As an exception, the husband may dispose of conjugal property without the
wife’s consent if such sale is necessary to answer for conjugal liabilities
mentioned in Articles 161 and 162 of the Civil Code. In Tinitigan v.
Tinitigan, Sr., the Court ruled that the husband may sell property belonging
to the conjugal partnership even without the consent of the wife if the sale is
necessary to answer for a big conjugal liability which might endanger the
family’s economic standing. This is one instance where the wife’s consent is
not required and, impliedly, no judicial intervention is necessary.
Same; Family Code; The Family Code now requires the written
consent of the other spouse, or authority of the court for the disposition or
encumbrance of conjugal partnership property without which, the
disposition or encumbrance shall be void.—The Family Code has
introduced some changes particularly on the aspect of the administration of
the conjugal partnership. The new law provides that the administration of
the conjugal partnership is now a joint undertaking of the husband and the
wife. In the event that one spouse is incapacitated or otherwise unable to
participate in the administration of the conjugal partnership, the other
spouse may assume sole powers of administration. However, the power of
administration does not include the power to dispose or encumber property
belonging to the conjugal partnership. In all instances, the present law
specifically requires the written consent of the other spouse, or authority of
the court for the disposition or encumbrance of conjugal partnership
property without which, the disposition or encumbrance shall be void.
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TINGA, J.:
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to respondent. The trial court also noted that the check issued by
respondent to cover the earnest money was dishonored due to
insufficiency of funds and while it was replaced with another check
by respondent, there is no showing that the second check was issued
as payment for the earnest money on the property.
On appeal taken by respondent, the Court of Appeals reversed
the decision of the trial court. It ruled that the SPA in favor of
Arturo, assuming that it was void, cannot affect the transaction
between Esther and respondent. The appellate court ratiocinated that
it was by virtue of the SPA executed by Esther, in favor of her sister,
that the sale of the property to respondent was effected. On the other
hand, the appellate court considered the RMOA executed by Arturo
in favor of respondent valid to effect the sale of Arturo’s conjugal
share in the property.
Dissatisfied with the appellate court’s disposition of the case,
petitioner seeks a reversal of its decision alleging that:
I.
The Court of Appeals committed serious and manifest error when it decided
on the appeal without affording petitioner his right to due process.
II.
III.
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2 Heirs of Elias Lorilla v. Court of Appeals, 368 Phil. 638; 330 SCRA 429 (2000).
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thing which is the object of the contract and upon the price.
However, ownership of the thing sold shall not be transferred to the
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vendee until actual or constructive delivery of the property.
On the other hand, an accepted unilateral promise which specifies
the thing to be sold and the price to be paid, when coupled with a
valuable consideration distinct and separate from the price, is what
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may properly be termed a perfected contract of option. An option
merely grants a privilege to buy or sell within an agreed time and at
a determined price. It is separate and distinct from that which the
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parties may enter into upon the consummation of the option. A
perfected contract of option does not result in the perfection or
consummation of 10the sale; only when the option is exercised may a
sale be perfected. The option must, 11
however, be supported by a
consideration distinct from the price.
Perusing the RMOA, it signifies a unilateral offer of Arturo to
sell the property to respondent for a price certain within a period of
thirty days. The RMOA does not impose upon respondent an
obligation to buy petitioner’s property, as in fact it does not even
bear his signature thereon. It is quite clear that after the lapse of the
thirty-day period, without respondent having exercised his option,
Arturo is free to sell the property to another. This shows that the
intent of Arturo is merely to grant respondent the privilege to buy
the property within the period therein stated. There is nothing in the
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12 Atkins, Kroll and Co., Inc. v. Cua Hian Tek, 102 Phil. 948.
13 150-A Phil. 714; 45 SCRA 368 (1972).
14 Article 1191, CIVIL CODE.
15 Cebu International Finance Corporation v. Court of Appeals, 374 Phil. 844; 316
SCRA 488 [1999]; Far East Bank & Trust Com
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pany v. Diaz Realty, Inc., G.R. No. 38588, August 23, 2001, 363 SCRA 659.
16 San Miguel Properties Philippines, Inc. v. Huang, 391 Phil. 636; 336 SCRA 737
(2000).
17 Article 166, CIVIL CODE.
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constitutes neither a legal nor an equitable estate, and does not ripen
into title until it appears that there are assets in the community as a
result of the liquidation and settlement. The interest of each spouse
is limited to the net remainder or “remanente liquido” (haber
ganancial) resulting from the 27liquidation of the affairs of the
partnership after its dissolution. Thus, the right of the husband or
wife to one-half of the conjugal assets does not vest until the
dissolution and liquidation of the conjugal partnership, or after
dissolution of the marriage, when it is finally determined that, after
settlement of conjugal obligations, there are net assets left
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which can
be divided between the spouses or their respective heirs.
In not a few cases, we ruled that the sale by the husband of
property belonging to the conjugal partnership without the consent
of the wife when there is no showing that the latter is incapacitated
is void ab initio because it is in contravention 29
of the mandatory
requirements of Article 166 of the Civil Code. Since Article 166 of
the Civil Code requires the consent of the wife before the husband
may alienate or encumber any real property of the conjugal
partnership, it follows that acts or transactions executed against this
mandatory provision are void except when the law itself authorizes
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their validity.
Quite recently, in31San Juan Structural and Steel Fabricators, Inc.
v. Court of Appeals, we ruled that neither spouse could alienate in
favor of another, his or her interest in the partnership or in any
property belonging to it, or ask for partition of the properties before
the partnership itself had been
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27 Nable Jose v. Nable Jose, 41 Phil. 713 (1916); Manuel v. Losano, 41 Phil. 855
(1918).
28 Quintos de Ansaldo v. Sheriff of Manila, 64 Phil. 115 (1937).
29 Nicolas v. Court of Appeals, No. L-37631, October 12, 1987, 154 SCRA 635;
Garcia v. Court of Appeals, 215 Phil. 380; 130 SCRA 433 (1984); Tolentino v.
Cardenas, 123 Phil. 517; 16 SCRA 720 (1966).
30 ART. 5, CIVIL CODE.
31 357 Phil. 631; 296 SCRA 631 (1998).
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32 ART. 191. The husband or the wife may ask for the separation of property, and
it shall be decreed when the spouse of the petitioner has been sentenced to a penalty
which carries with it civil interdiction, or has been declared absent, or when legal
separation has been granted.
In case of abuse of powers of administration of the conjugal partnership property
by the husband, or in case of abandonment by the husband, separation of property
may also be ordered by the court, according to the provisions of Articles 167 and 178,
No. 3.
In all these cases, it is sufficient to present the final judgment which has been
entered against the guilty or absent spouse.
The husband and the wife may agree upon the dissolution of the conjugal
partnership during the marriage, subject to judicial approval. All the creditors of the
husband and of the wife, as well as of the conjugal partnership, shall be notified of
any petition for judicial approval of the voluntary dissolution of the conjugal
partnership, so that any such creditors may appear at the hearing to safeguard his
interests. Upon approval of the petition for dissolution of the conjugal partnership, the
court shall take such measures as may protect the creditors and other third persons.
After dissolution of the conjugal partnership, the provisions of Articles 214 and
215 shall apply. The provisions of this Code concerning the effect of partition stated
in Articles 498 to 501 shall be applicable.
33 ART. 214. Each spouse shall own, dispose of, possess, administer and enjoy his
or her own separate estate, without the consent of the other. All earnings from any
profession, business or industry shall likewise belong to each spouse.
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VOL. 439, SEPTEMBER 30, 2004 665
Abalos vs. Macatangay, Jr.
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162 of the Civil Code. In Tinitigan v. Tinitigan, Sr., the Court
ruled that the husband may sell property belonging to the conjugal
partnership even without the consent of the wife if the sale is
necessary to answer for a big conjugal liability which might
endanger the family’s economic standing. This is one instance where
the wife’s consent is not required and, impliedly, no judicial
intervention is necessary.
Significantly, the Family Code has introduced some changes
particularly on the aspect of the administration of the conjugal
partnership. The new law provides that the administration of the
conjugal partnership is now a joint under-
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(1) All debts and obligations contracted by the husband for the benefit of the conjugal
partnership, and those contracted by the wife, also for the same purpose, in the cases where she
may legally bind the partnership;
(2) Arrears or income due, during the marriage, from obligations which constitute a charge
upon property of either spouse or of the partnership;
(3) Minor repairs or for mere preservation made during the marriage upon the separate
property of either the husband or the wife; major repairs shall not be charged to the partnership;
(4) Major or minor repairs upon the conjugal partnership property;
(5) The maintenance of the family and the education of the children of both husband and
wife, and of legitimate children of one of the spouses;
(6) Expenses to permit the spouses to complete a professional, vocational or other course.
ART. 162. The value of what is donated or promised to the common children by
the husband, only for securing their future or the finishing of a career, or by both
spouses through a common agreement shall also be charged to the conjugal
partnership, when they have not stipulated that it is to be satisfied from the property
of one of them, in whole or in part.
35 No. L- 45418, October 30, 1980, 100 SCRA 619.
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taking of the husband and the wife. In the event that one spouse is
incapacitated or otherwise unable to participate in the administration
of the conjugal partnership, the other spouse may assume sole
powers of administration. However, the power of administration
does not include the power to dispose or encumber property
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belonging to the conjugal partnership. In all instances, the present
law specifically requires the written consent of the other spouse, or
authority of the court for the disposition or encumbrance of conjugal
partnership property
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without which, the disposition or encumbrance
shall be void.
Inescapably, herein petitioner’s action for specific performance
must fail. Even on the supposition that the parties only disposed of
their respective shares in the property, the sale, assuming that it
exists, is still void for as previously stated, the right of the husband
or the wife to one-half of the conjugal assets does not vest until the
liquidation of the conjugal partnership. Nemo dat qui non habet. No
one can give what he has not.
WHEREFORE, the appealed Decision is hereby REVERSED
and SET ASIDE. The complaint in Civil Case No. 90-106 of the
Regional Trial Court of Makati is ordered DISMISSED. No
pronouncement as to costs.
SO ORDERED.
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sent to the sale is required by law for its validity. Being merely
aware of a transaction is not consent. (Jader-Manalo vs. Camaisa,
374 SCRA 498 [2002])
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