189. Sanchez v. Mapalad Realty (2) Object certain which is the subject matter of the contract.

h is the subject matter of the contract. The object must be licit and at
G.R. No. 148515
DATE: Dec. 27, 2007
By: REYES
Topic: Essential requisites of a contract of sale
Petitioner: Manuel Luis Sanchez
Respondent: Mapalad Realty Corporation
Ponente: Reyes, J.
DOCTRINE: A sale entered into by a person who has no authority to do so makes the contract
merely voidable for lack of consent, but a lack of consideration makes a contract of sale
fictitious, which is void ab initio. Moreover, if the subject property is subsequently sold to
another vendee, the latter does not acquire any better right than his predecessor because
the latter never acquired ownership or title over the property which was subject to a void
contract. Nemo dat non quod habet- No one can give what he does not have.
FACTS:
This case involved several parcels of land located in Roxas Boulevard, which was sequestered
by the PCGG. The subject property was originally owned by Mapalad Corp., which was one of
the companies formerly owned by former President Marcos and his shares thereof were held
in trust of Jose Campos. After the sequestration of the property, it was fraudulently sold by
Miguel Magsaysay, formerly owned all of the shares of Mapalad, to Nordelak without the
authorization or consent of Mapalad. Because of this, Mapalad commenced an action for
annulment of deed of sale and reconveyance of title with damages against Nordelak.
However, when the proceedings were still in progress, Nordelak sold the property to
Sanchez.
the same time determinate or, at least, capable of being made determinate without the
necessity of a new or further agreement between the parties.; and
(3) Cause of the obligation which is established. The cause as far as the vendor is concerned is
the acquisition of the price certain in money or its equivalent, which the case as far as the
vendee is concerned is the acquisition of the thing which is the object of the contract.
Consent may be given only by a person with the legal capacity to give consent and consent
may only be granted, in case of corporations, through its officers who have been duly
authorized by its board of directors. Moreover, lack of consideration makes a contract of sale
fictitious—void ab initio. Furthermore, when a property is transferred to another vendee due
to a prior void sale, the new vendee does not acquire any better right than his predecessor.
Nemo dat non quod habet- No one can give what he does not have.
In this case, Magsaysay had no authority to sell the property to Nordelak due to Mapalad’s
lack of consent and that he no longer had any share with the company when the sale took
place. While the sale was merely voidable due to the lack of consent, such sale was
nevertheless void ab initio due to the lack of consideration. Mapalad never received any
payment arising from such sale. Moreover, Sanchez cannot also claim that he was a buyer in
good faith since the notice of lis pendens was annotated in the title when he bought the
property. Also, he cannot acquire any ownership over the property since his predecessor,
Nordelak, never did.
Therefore, the sale was void ab initio.
DISPOSITIVE: WHEREFORE, the petition is hereby DENIED and the appealed Court of Appeals
decision AFFIRMED in toto. SO ORDERED.

Mapalad argued that the sale of the property to Nordelak was void because Magsaysay had
no authority to sell the property for the latter already sold all of his shares prior to the sale of
the property. Moreover, there was no consideration in the contract for the company never
received any payment for it.

Sanchez argued that he cannot be bound by the alleged void contract between Sanchez and
Nordelak for he was a buyer in good faith.

ISSUE: Whether the contract of sale was void

RULING: YES, due to the lack of consideration.

There following are the essential requisites of a valid contract of sale:

(1) Consent of the contracting parties by virtue of which the vendor obligates himself to
transfer ownership of and to deliver a determinate thing, and the vendee obligates himself to
pay therefor a price certain in money or its equivalent;