Professional Documents
Culture Documents
*
G.R. No. 167874. January 15, 2010.
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* SECOND DIVISION.
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CARPIO, J.:
The Case
1
Before the Court is a petition for review of the 31
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2 3
August 2004 Decision and 10 March 2005 Resolution of
the Court of Appeals in CA-G.R. CV No. 58242. In the 31
August 2004 Decision, the Court of Appeals partially
granted the appeal filed by Emergency Pawnshop Bula, Inc.
(EPBI) and Danilo R. Napala (Napala) by modifying the
decision of the trial court. In the 10 March 2005 Resolution,
the Court of Appeals denied
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The Facts
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4 Exhibit “B.”
5 Exhibit “C.”
6 Records, pp. 4-5; TSN, 29 April 1994, pp. 10-11.
7 TSN, 27 January 1995, pp. 5-6. Atty. Petronilo Raganas testified on
this matter, thus:
ATTY. ALABASTRO:
Q After this Exhibit “B” was prepared, a new Memorandum
Agreement was prepared to replace this Memorandum of
Agreement marked as Exhibit “B”?
A That other Memorandum Agreement was made to replace that
Memorandum Agreement in the amount of Three Million pesos to
jibe with the Deed of Sale.
Q So the first Memorandum Agreement which was prepared and
replaced by another Memorandum Agreement with
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8
only P400,000.
Upon signing the Deed of Absolute Sale, Napala paid
P200,000 in cash to the Spouses Tongson and issued a
postdated Philippine National Bank (PNB) check in the
9
amount of P2,800,000, representing the remaining balance
of the purchase price of the subject property. Thereafter,
TCT No. 143020 was cancelled and TCT No. T-186128 was
10
issued in the name of EPBI.
When presented for payment, the PNB check was
dishonored for the reason “Drawn Against Insufficient
Funds.” Despite the Spouses Tongson’s repeated demands
to either pay the full value of the check or to return the
subject parcel of land, Napala failed to do either. Left with
no other recourse, the Spouses Tongson filed with the
Regional Trial Court,
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A Yes, sir.
Q And of course, this was notarized by you, this Exhibit “B”?
A Actually, this was notarized but this was replaced by another
Memorandum of Agreement using the same document.
Q You mean using the same document number, page number?
A Yes, to jibe.
Q I’m showing to you these documents consisting of 2 pages
marked as Exhibit “J” and “J-1” with the letter head of Raganas
Law Office. That is in you own handwriting?
A Yes, sir.
Q So, the true consideration of the transaction involving the
property of the spouses is Three Million and not Four Hundred
Thousand?
A In principle, they agreed on that amount.
8 Exhibit “EE-1.”
9 Exhibit “D.”
10 Exhibit “F.”
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P12.00 SDF
P178.50 Xerox
P9,000 Sidcor Insurance Bond fee
P25,000 Sidcor Insurance Bond fee
or the total sum of P205,602.50.
It is further ordered that the monetary award be offsetted [sic]
to defendants’ downpayment of P200,000 thereby leaving a
15
balance of P5,602.50.”
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The Issues
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service to the other. A valid contract requires the
concurrence of the following essential elements: (1) consent
or meeting of the minds, that is, consent to transfer
ownership in exchange for the price; (2) determinate subject
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matter; and (3) price certain in money or its equivalent.
In the present case, there is no question that the subject
matter of the sale is the 364-square meter Davao lot owned
by the Spouses Tongson and the selling price agreed upon
by the parties is P3,000,000. Thus, there is no dispute as
regards the presence of the two requisites for a valid sales
contract, namely, (1) a determinate subject matter and (2) a
price certain in money.
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While they did not file an action for the rescission of the
sales contract, the Spouses Tongson specifically prayed in
their complaint for the annulment of the sales contract, for
the immediate execution of a deed of reconveyance, and for
26
the return of the subject property to them. The Spouses
Tongson likewise prayed “for such other reliefs which may
be deemed just and equitable in the premises.” In view of
such prayer, and considering respondents’ substantial
breach of their obligation under the sales contract, the
rescission of the sales contract is but proper and justified.
Accordingly, respondents must reconvey the subject
property to the Spouses Tongson, who in turn shall refund
the initial payment of P200,000 less the costs of suit.
Napala’s claims that rescission is not proper and that he
should be given more time to pay for the unpaid remaining
balance of P2,800,000 cannot be countenanced. Having
acted
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26 Records, p. 8.
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27 Luzon Brokerage v. Maritime Building Co., Inc., 150 Phil. 114, 125;
43 SCRA 93, 103 (1972).
28 Id.
29 Capital Gains from Sale of Real Property.—
(1) In General.—The provisions of Section 39(B)
notwithstanding, a final tax of six percent (6%) based on the gross
selling price or current fair market value as determined in
accordance with Section 6(E) of this Code, whichever is higher, is
hereby imposed upon capital gains presumed to have been realized
from the sale, exchange, or other disposition of real property located
in the Philippines, classified as capital assets, including pacto de
retro sales and other forms of conditional sales, by individuals,
including estates and trusts: Provided, That the tax liability, if any,
on gains from sales or other dispositions of real property to the
government or any of its political subdivisions or agencies or to
government-owned or-controlled corporations shall be determined
either under Section 24(A) or under this Subsection, at the option of
the taxpayer; x x x
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ATTY. ALABASTRO:
Q Is it not a fact that you were the one who paid for the capital gains tax?
A No, I only advanced the money.
Q To whom?
ATo BIR.
COURT:
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Q You were the one who went to the BIR to pay the capital gains tax?
30
A It is embodied in the memorandum agreement.
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And I asked him how can [he] remedy this? And he told me we can make
another Memorandum of Agreement.
COURT:
Q Before you signed the Deed of Absolute Sale, you found out the
amount?
A Yes, sir.
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