S. Cases in Sales. Article 1458

FIRST DIVISION
G.R. No. 182349, July 24, 2013
REMAN RECIO, Petitioner, v. HEIRS OF THE SPOUSES AGUEDO AND

MARIA ALTAMIRANO, NAMELY: ALEJANDRO, ADELAIDA, CATALINA,
ALFREDO, FRANCISCO, ALL SURNAMED ALTAMIRANO; VIOLETA
ALTAMIRANO OLFATO, AND LORETA ALTAMIRANO VDA. DE MARALIT
AND SPOUSES LAURO AND MARCELINA LAJARCA, Respondents.
DECISION
REYES, J.:
This petition for review on certiorari1 under Rule 45 of the Rules of Court

seeks to modify the Decision2 of the Court of Appeals (CA) dated November
29, 2007 in CA-G.R. CV No. 86001, affirming with modification the
Decision3 dated August 23, 2005 of the Regional Trial Court (RTC) of Lipa
City, Branch 85 in Civil Case No. 97-0107. The petitioner asks this Court to
reinstate in full the said RTC decision.
The Facts
In the 1950’s, Nena Recio (Nena), the mother of Reman Recio (petitioner),
leased from the respondents Alejandro, Adelaida, Catalina, Alfredo,
Francisco, all surnamed Altamirano, Violeta Altamirano Olfato, and Loreto
Altamirano Vda. De Maralit (referred to as the Altamiranos) a parcel of land
with improvements, situated at No. 39 10 de Julio Street (now Esteban Mayo
Street), Lipa City, Batangas. The said land has an area of more or less
eighty-nine square meters and fifty square decimeters (89.50 sq m), and is
found at the northern portion of two (2) parcels of land covered by Transfer
Certificate of Title (TCT) Nos. 66009 and 66010 of the Registry of Deeds of
Lipa City. The Altamiranos inherited the subject land from their deceased
parents, the spouses Aguedo Altamirano and Maria Valduvia.4
Nena used the ground floor of the subject property as a retail store for
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Alejandra II L. Cueva, LPT
grains and the upper floor as the family’s residence. The petitioner claimed
that in 1988, the Altamiranos offered to sell the subject property to Nena for
Five Hundred Thousand Pesos (P500,000.00). The latter accepted such offer,
which prompted the Altamiranos to waive the rentals for the subject
property. However, the sale did not materialize at that time due to the fault
of the Altamiranos. Nonetheless, Nena continued to occupy and use the
property with the consent of the Altamiranos.5
Meanwhile, the Altamiranos consolidated the two (2) parcels of land covered
by TCT Nos. 66009 and 66010. They were eventually subdivided into three
(3) parcels of land which were then denominated as Lots 1, 2, and 3 of the
Consolidation-Subdivision Plan PCS-04-00367. Subsequently, TCT No. T-
102563 of the Registry of Deeds of Lipa City was issued to cover the subject
property. The petitioner and his family remained in peaceful possession of
Lot No. 3.6
In the latter part of 1994, the petitioner renewed Nena’s option to buy the
subject property. The petitioner conducted a series of negotiations with
respondent Alejandro who introduced himself as representing the other
heirs. After the said negotiations, the Altamiranos through Alejandro entered
into an oral contract of sale with the petitioner over the subject property. In
January 1995, in view of the said oral contract of sale, the petitioner made
partial payments to the Altamiranos in the total amount of One Hundred Ten
Thousand Pesos (P110,000.00). Alejandro duly received and acknowledged
these partial payments as shown in a receipt dated January 24, 1995. On
April 14, 1995, the petitioner made another payment in the amount of Fifty
Thousand Pesos (P50,000.00), which Alejandro again received and
acknowledged through a receipt of the same date. Subsequently, the
petitioner offered in many instances to pay the remaining balance of the
agreed purchase price of the subject property in the amount of Three
Hundred Forty Thousand Pesos (P340,000.00), but Alejandro kept on
avoiding the petitioner. Because of this, the petitioner demanded from the
Altamiranos, through Alejandro, the execution of a Deed of Absolute Sale in
exchange for the full payment of the agreed price.7
Thus, on February 24, 1997, the petitioner filed a complaint for Specific
Performance with Damages. On March 14, 1997, the petitioner also caused
to annotate on the TCT No. T-102563 a Notice of Lis Pendens.8
Pending the return of service of summons to the Altamiranos, the petitioner

discovered that the subject property has been subsequently sold to
respondents Lauro and Marcelina Lajarca (Spouses Lajarca). TCT No. T-
102563 was cancelled and a new title, TCT No. 112727, was issued in the
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name of the Spouses Lajarca by virtue of a Deed of Sale executed by the
latter and the Altamiranos on February 26, 1998. Thus, the petitioner filed
an Amended Complaint impleading the Spouses Lajarca and adding as a
cause of action the annulment of the sale between the Altamiranos and the
Spouses Lajarca.9
Thereafter, trial ensued. Alejandro was called to testify at the instance of the
petitioner but after a brief testimony, he excused himself and never returned
to the witness stand despite several subpoenas. For the respondents, the
Altamiranos manifested that they would no longer present any witness while
the Spouses Lajarca were considered to have waived their right to present
evidence since they failed to appear on the day set for them to do so.10
The Ruling of the RTC in Civil Case No. 97-0107
On August 23, 2005, the trial court rendered a decision,11 the dispositive

portion of which reads as follows:cralavvonlinelawlibrary
WHEREFORE, premises considered, judgment is hereby rendered in favor of

plaintiff and against the defendants as follows:cralavvonlinelawlibrary
1. declaring as NULL AND VOID the Deed of Absolute Sale dated 26 February
1998 between the defendants Altamiranos and the defendants Lajarcas
covering that parcel of land together with all improvements thereon situated
at No. 39 10 de Julio Street (now Esteban Mayo Street), Lipa City, Batangas,
containing an area of more or less Eighty[-]Nine Square Meters and Fifty
Square Decimeters (89.50 sq. m) then covered by Transfer Certificate of
Title No. T-102563 of the Registry of Deeds of Lipa
City;chanroblesvirtualawlibrary
2. ordering the Register of Deeds of Lipa City to cancel Transfer Certificate of

Title No. T-112727 of the Registry of Deeds of Lipa City in the name of the
defendants Lajarcas and to reinstate Transfer Certificate of Title No. T-
102563;chanroblesvirtualawlibrary
3. directing the defendants Altamiranos to execute a Deed of Absolute Sale

in favor of plaintiff covering the parcel of land together with all
improvements thereon situated at No. 39 10 de Julio Street (now Esteban
Mayo Street), Lipa City, Batangas, containing an area of more or less
Eighty[-]Nine Square Meters and Fifty Square Decimeters (89.50 sq. m)
then covered by Transfer Certificate of Title No. T-102563 upon payment by
said plaintiff of the balance of the purchase price in the amount of THREE
HUNDRED FORTY THOUSAND PESOS ([P]340,000.00).
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4. directing the defendants Altamiranos and Lajarcas, jointly and severally,
to pay plaintiff moral damages in the amount of [P]100,000.00, actual and
compensatory damages in the amount of [P]100,000.00, [P]50,000.00 as
exemplary damages and the sum of [P]50,000.00 as attorney’s fees plus
[P]2,500.00 for every hearing attended as and for appearance fees, and
costs of suit.
SO ORDERED.12
Aggrieved, the Spouses Lajarca filed an appeal assailing the above RTC
decision.
The Ruling of the CA in CA-G.R. CV No. 86001
In its Decision13 dated November 29, 2007, the CA affirmed with

modification, the dispositive portion of which states:cralavvonlinelawlibrary
WHEREFORE, premises considered, the August 23, 2005 Decision of the

Regional Trial Court, Br. 85, Fourth Judicial Region, Lipa City, in Civil Case
No. 97-0107, is hereby AFFIRMED with MODIFICATION. Concomitantly,
judgment is hereby rendered, as follows:cralavvonlinelawlibrary
1) The complaint, as far as Adelaida Altam[i]rano, Catalina Altam[i]rano,

Alfredo Altam[i]rano, Francisco Altam[i]rano, Violeta Altam[i]rano Olfato and
Loreta Altam[i]rano vda. de Maralit are concerned, is hereby
DISMISSED;chanroblesvirtualawlibrary
2) The contract of sale between Alejandro Altam[i]rano and Reman Recio

is VALID only with respect to the aliquot share of Alejandro Altam[i]rano in
the lot previously covered by TCT No. T-102563 (now covered by TCT No.
112727);chanroblesvirtualawlibrary
3) The Deed of Sale, dated February 26, 1998, between the Altam[i]ranos

and the Lajarca Spouses is declared NULL and VOID as far as the aliquot
share of Alejandro Altam[i]rano is concerned;chanroblesvirtualawlibrary
4) Reman Recio is DECLARED a co-owner of the Spouses Lauro and

Marcelina Lajarca over the property previously covered by TCT No. T-102563
(now TCT No. 112727), his share being that which previously corresponds to
the aliquot share of Alejandro Altam[i]rano; and
5) The damages awarded below to Reman Recio are AFFIRMED. No costs.

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SO ORDERED.14nadcralavvonlinelawlibrary
In précis, the CA found and ruled as follows:cralavvonlinelawlibrary
1) That the summons to Alejandro is not summons to the other Altamiranos

since Alejandro’s authority to represent his co-heirs is disputed for lack of a
written special power of attorney (SPA). Furthermore, the CA found that the
Altamiranos, save for Alejandro and Violeta, reside abroad with unknown
addresses. Thus, for the CA, summons to the non-resident Altamiranos
should have been served extraterritorially as provided in Section 15, Rule
1415 of the Revised Rules of Court.16
2) That there was a valid contract of sale entered into by Alejandro and the
petitioner considering that: (a) Alejandro did not make any express
reservation of ownership or title to the subject parcel of land, and that he
issued receipts precisely to acknowledge the payments made for the
purchase of Lot No. 3; (b) Alejendro actually delivered Lot No. 3 to the
petitioner and waived the rental payments thereof; (c) Alejandro did not
actually refuse the petitioner’s offer to pay the balance of the purchase price
but instead, merely avoided the petitioner; and (d) all the elements of a
valid contract of sale exist in the transaction between the petitioner and the
Altamiranos.17
3) That Alejandro’s sale of Lot No. 3 did not bind his co-owners because a
sale of real property by one purporting to be an agent of the owner without
any written authority from the latter is null and void. An SPA from the co-
owners pursuant to Article 1878 of the New Civil Code is necessary.
However, the CA held that the contract of sale between Alejandro and the
petitioner is valid because under a regime of co-ownership, a co-owner can
freely sell and dispose his undivided interest, citing Acabal v.
Acabal.18 Furthermore, the Spouses Lajarca were not buyers in good faith
because they had knowledge of the prior sale to the petitioner who even
caused the annotation of the Notice of Lis Pendens on TCT No. T-102563.19
The CA, thereby, held that insofar as the verbal contract of sale between
Alejandro and the petitioner is concerned, Alejandro’s disposition affects only
his pro indiviso share, such that the transferee (the petitioner) receives only
what corresponds to Alejandro’s undivided share in the subject lot. Likewise,
the CA declared the deed of absolute sale between the Altamiranos and the
Spouses Lajarca valid only insofar as the aliquot shares of the other
Altamiranos are concerned. Thus, in effect, the petitioner and the Spouses
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Lajarca are co-owners of the subject property.
Not satisfied with the decision, the petitioner sought reconsideration but his
motion was denied in the CA Resolution20 dated March 18, 2008.
Issue
The petitioner filed the instant petition alleging in the main that the CA
gravely and seriously erred in modifying the RTC decision.
Our Ruling
The petition has no merit.
Under Rule 45 of the Rules of Court, jurisdiction is generally limited to the

review of errors of law committed by the appellate court. The Supreme Court
is not obliged to review all over again the evidence which the parties
adduced in the court a quo. Of course, the general rule admits of exceptions,
such as where the factual findings of the CA and the trial court are
conflicting or contradictory.21 In the instant case, the findings of the trial
court and its conclusion based on the said findings contradict those of the
CA. After a careful review, the Court finds no reversible error with the
decision of the CA.
At the core of the present petition is the validity of the verbal contract of
sale between Alejandro and the petitioner; and the Deed of Absolute Sale
between the Altamiranos and the Spouses Lajarca involving the subject
property.
A valid contract of sale requires: (a) a meeting of minds of the parties to

transfer ownership of the thing sold in exchange for a price; (b) the subject
matter, which must be a possible thing; and (c) the price certain in money
or its equivalent.22
In the instant case, all these elements are present. The records disclose that
the Altamiranos were the ones who offered to sell the property to Nena but
the transaction did not push through due to the fault of the respondents.
Thereafter, the petitioner renewed Nena’s option to purchase the property to
which Alejandro, as the representative of the Altamiranos verbally agreed.
The determinate subject matter is Lot No. 3, which is covered under TCT No.
T-102563 and located at No. 39 10 de Julio Street (now Esteban Mayo
Street), Lipa City, Batangas.23 The price agreed for the sale of the property
was Five Hundred Thousand Pesos (P500,000.00).24 It cannot be denied that
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the oral contract of sale entered into between the petitioner and Alejandro
was valid.
However, the CA found that it was only Alejandro who agreed to the sale.
There is no evidence to show that the other co-owners consented to
Alejandro’s sale transaction with the petitioner. Hence, for want of authority
to sell Lot No. 3, the CA ruled that Alejandro only sold his aliquot share of
the subject property to the petitioner.
In Alcantara v. Nido,25 the Court emphasized the requirement of an SPA

before an agent may sell an immovable property. In the said case, Revelen
was the owner of the subject land. Her mother, respondent Brigida Nido
accepted the petitioners’ offer to buy Revelen’s land at Two Hundred Pesos
(P200.00) per sq m. However, Nido was only authorized verbally by Revelen.
Thus, the Court declared the sale of the said land null and void under
Articles 1874 and 1878 of the Civil Code.26
Articles 1874 and 1878 of the Civil Code explicitly

provide:cralavvonlinelawlibrary
Art. 1874. When a sale of a piece of land or any interest therein is through
an agent, the authority of the latter shall be in writing; otherwise, the sale
shall be void.
Art. 1878. Special powers of attorney are necessary in the following

cases:cralavvonlinelawlibrary
xxxx
(5) To enter into any contract by which the ownership of an immovable is

transmitted or acquired either gratuitously or for a valuable consideration;
The petitioner insists that the authority of Alejandro to represent his co-heirs
in the contract of sale entered into with the petitioner had been adequately
proven during the trial. He alleges that the other Altamiranos are deemed to
have knowledge of the contract of sale entered into by Alejandro with the
petitioner since all of them, either personally or through their authorized
representatives participated in the sale transaction with the Spouses Lajarca
involving the same property covered by TCT No. T-102563. In fact, said TCT
even contained a notice of lis pendens which should have called their
attention that there was a case involving the property. Moreover, the
petitioner points out that Alejandro represented a considerable majority of
the co-owners as can be observed from other transaction and
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documents, i.e., three (3) Deeds of Sale executed in favor of the Spouses
Lajarca and the two other buyers of the parcels of land co-owned by the
Altamiranos.27
The petitioner’s contentions are untenable. Given the expressed requirement

under the Articles 1874 and 1878 of the Civil Code that there must be a
written authority to sell an immovable property, the petitioner’s arguments
must fail. The petitioner asserts that since TCT No. T-102563 contained a
notice of lis pendens, the Altamiranos very well knew of the earlier sale to
him by Alejandro. While this may be true, it does not negate the fact that
Alejandro did not have any SPA. It was a finding that need not be disturbed
that Alejandro had no authority from his co-owners to sell the subject
property.
Moreover, the fact that Alejandro allegedly represented a majority of the co-
owners in the transaction with the Spouses Lajarca, is of no moment. The
Court cannot just simply assume that Alejandro had the same authority
when he transacted with the petitioner.
In Woodchild Holdings, Inc. v. Roxas Electric and Construction Company,

Inc.28 the Court stated that “persons dealing with an assumed agency,
whether the assumed agency be a general or special one, are bound at their
peril, if they would hold the principal liable, to ascertain not only the fact of
agency but also the nature and extent of authority, and in case either is
controverted, the burden of proof is upon them to establish it.”29 In other
words, when the petitioner relied only on the words of respondent Alejandro
without securing a copy of the SPA in favor of the latter, the petitioner is
bound by the risk accompanying such trust on the mere assurance of
Alejandro.
The same Woodchild case stressed that apparent authority based on

estoppel can arise from the principal who knowingly permit the agent to hold
himself out with authority and from the principal who clothe the agent
with indicia of authority that would lead a reasonably prudent person to
believe that he actually has such authority.30 Apparent authority of an agent
arises only from “acts or conduct on the part of the principal and such acts
or conduct of the principal must have been known and relied upon in good
faith and as a result of the exercise of reasonable prudence by a third person
as claimant and such must have produced a change of position to its
detriment.”31 In the instant case, the sale to the Spouses Lajarca and other
transactions where Alejandro allegedly represented a considerable majority
of the co-owners transpired after the sale to the petitioner; thus, the
petitioner cannot rely upon these acts or conduct to believe that Alejandro
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had the same authority to negotiate for the sale of the subject property to
him.
Indeed, the petitioner can only apply the principle of apparent authority if he
is able to prove the acts of the Altamiranos which justify his belief in
Alejandro’s agency; that the Altamiranos had such knowledge thereof; and if
the petitioner relied upon those acts and conduct, consistent with ordinary
care and prudence.32
The instant case shows no evidence on record of specific acts which the
Altamiranos made before the sale of the subject property to the petitioner,
indicating that they fully knew of the representation of Alejandro. All that the
petitioner relied upon were acts that happened after the sale to him. Absent
the consent of Alejandro’s co-owners, the Court holds that the sale between
the other Altamiranos and the petitioner is null and void. But as held by the
appellate court, the sale between the petitioner and Alejandro is valid insofar
as the aliquot share of respondent Alejandro is concerned. Being a co-owner,
Alejandro can validly and legally dispose of his share even without the
consent of all the other co-heirs.33 Since the balance of the full price has not
yet been paid, the amount paid shall represent as payment to his aliquot
share. 34 This then leaves the sale of the lot of the Altamiranos to the
Spouses Lajarca valid only insofar as their shares are concerned, exclusive
of the aliquot part of Alejandro, as ruled by the CA. The Court finds no
reversible error with the decision of the CA in all respects.
WHEREFORE, the petition is DENIED. The Decision of the Court of Appeals

dated November 29, 2007 in CA-G.R. CV No. 86001 is AFFIRMED.
SO ORDERED.
Republic of the Philippines

SUPREME COURT
Manila
SECOND DIVISION
G.R. No. 200602 December 11, 2013
ACE FOODS, INC., Petitioner,

vs.
MICRO PACIFIC TECHNOLOGIES CO., LTD.1, Respondent.
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DECISION
PERLAS-BERNABE, J.:
Assailed in this petition for review on certiorari2are the Decision3 dated October 21,
2011 and Resolution4 dated February 8, 2012 of the Court of Appeals (CA) in CA-G.R.
CV No. 89426 which reversed and set aside the Decision 5 dated February 28, 2007 of
the Regional Trial Court of Makati, Branch 148 (RTC) in Civil Case No. 02-1248, holding
petitioner ACE Foods, Inc. (ACE Foods) liable to respondent Micro Pacific Technologies
Co., Ltd. (MTCL) for the payment of Cisco Routers and Frame Relay Products (subject
products) amounting to ₱646,464.00 pursuant to a perfected contract of sale.
The Facts
ACE Foods is a domestic corporation engaged in the trading and distribution of

consumer goods in wholesale and retail bases,6 while MTCL is one engaged in the
supply of computer hardware and equipment. 7
On September 26, 2001, MTCL sent a letter-proposal 8 for the delivery and sale of the
subject products to be installed at various offices of ACE Foods. Aside from the
itemization of the products offered for sale, the said proposal further provides for the
following terms, viz.:9
TERMS : Thirty (30) days upon delivery
VALIDITY : Prices are based on current dollar rate and subject to changes without prior
notice.
DELIVERY : Immediate delivery for items on stock, otherwise thirty (30) to forty-five
days upon receipt of [Purchase Order]
WARRANTY : One (1) year on parts and services. Accessories not included in
warranty.
On October 29, 2001, ACE Foods accepted MTCL’s proposal and accordingly issued
Purchase Order No. 10002310 (Purchase Order) for the subject products amounting to
₱646,464.00 (purchase price). Thereafter, or on March 4, 2002, MTCL delivered the
said products to ACE Foods as reflected in Invoice No. 7733 11 (Invoice Receipt). The
fine print of the invoice states, inter alia, that "[t]itle to sold property is reserved in
MICROPACIFIC TECHNOLOGIES CO., LTD. until full compliance of the terms and
conditions of above and payment of the price" 12 (title reservation stipulation). After
delivery, the subject products were then installed and configured in ACE Foods’s
premises. MTCL’s demands against ACE Foods to pay the purchase price, however,
remained unheeded.13 Instead of paying the purchase price, ACE Foods sent MTCL a
Letter14 dated September 19, 2002, stating that it "ha[s] been returning the [subject
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products] to [MTCL] thru [its] sales representative Mr. Mark Anteola who has agreed to
pull out the said [products] but had failed to do so up to now."
Eventually, or on October 16, 2002, ACE Foods lodged a Complaint 15 against MTCL
before the RTC, praying that the latter pull out from its premises the subject products
since MTCL breached its "after delivery services" obligations to it, particularly, to: (a)
install and configure the subject products; (b) submit a cost benefit study to justify the
purchase of the subject products; and (c) train ACE Foods’s technicians on how to use
and maintain the subject products. 16 ACE Foods likewise claimed that the subject
products MTCL delivered are defective and not working. 17
For its part, MTCL, in its Answer with Counterclaim, 18 maintained that it had duly
complied with its obligations to ACE Foods and that the subject products were in good
working condition when they were delivered, installed and configured in ACE Foods’s
premises. Thereafter, MTCL even conducted a training course for ACE Foods’s
representatives/employees; MTCL, however, alleged that there was actually no
agreement as to the purported "after delivery services." Further, MTCL posited that ACE
Foods refused and failed to pay the purchase price for the subject products despite the
latter’s use of the same for a period of nine (9) months. As such, MTCL prayed that
ACE Foods be compelled to pay the purchase price, as well as damages related to the
transaction.19
The RTC Ruling
On February 28, 2007, the RTC rendered a Decision, 20 directing MTCL to remove the
subject products from ACE Foods’s premises and pay actual damages and attorney
fees in the amounts of ₱200,000.00 and ₱100,000.00, respectively. 21
At the outset, it observed that the agreement between ACE Foods and MTCL is in the
nature of a contract to sell. Its conclusion was based on the fine print of the Invoice
Receipt which expressly indicated that "title to sold property is reserved in
MICROPACIFIC TECHNOLOGIES CO., LTD. until full compliance of the terms and
conditions of above and payment of the price," noting further that in a contract to sell,
the prospective seller explicitly reserves the transfer of title to the prospective buyer,
and said transfer is conditioned upon the full payment of the purchase price. 22 Thus,
notwithstanding the execution of the Purchase Order and the delivery and installation of
the subject products at the offices of ACE Foods, by express stipulation stated in the
Invoice Receipt issued by MTCL and signed by ACE Foods, i.e., the title reservation
stipulation, it is still the former who holds title to the products until full payment of the
purchase price therefor. In this relation, it noted that the full payment of the price is a
positive suspensive condition, the non-payment of which prevents the obligation to sell
on the part of the seller/vendor from materializing at all. 23 Since title remained with
MTCL, the RTC therefore directed it to withdraw the subject products from ACE Foods’s
premises. Also, in view of the foregoing, the RTC found it unnecessary to delve into the
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Atty. In Progress
allegations of breach since the non-happening of the aforesaid suspensive
condition ipso jure prevented the obligation to sell from arising.24
Dissatisfied, MTCL elevated the matter on appeal. 25
The CA Ruling
In a Decision26 dated October 21, 2011, the CA reversed and set aside the RTC’s ruling,
ordering ACE Foods to pay MTCL the amount of ₱646,464.00, plus legal interest at the
rate of 6% per annum to be computed from April 4, 2002, and attorney’s fees amounting
to ₱50,000.00.27
It found that the agreement between the parties is in the nature of a contract of sale,
observing that the said contract had been perfected from the time ACE Foods sent the
Purchase Order to MTCL which, in turn, delivered the subject products covered by the
Invoice Receipt and subsequently installed and configured them in ACE Foods’s
premises.28 Thus, considering that MTCL had already complied with its obligation, ACE
Foods’s corresponding obligation arose and was then duty bound to pay the agreed
purchase price within thirty (30) days from March 5, 2002. 29 In this light, the CA
concluded that it was erroneous for ACE Foods not to pay the purchase price therefor,
despite its receipt of the subject products, because its refusal to pay disregards the very
essence of reciprocity in a contract of sale.30 The CA also dismissed ACE Foods’s claim
regarding MTCL’s failure to perform its "after delivery services" obligations since the
letter-proposal, Purchase Order and Invoice Receipt do not reflect any agreement to
that effect.31
Aggrieved, ACE Foods moved for reconsideration which was, however, denied in a
Resolution 32 dated February 8, 2012, hence, this petition.
The Issue Before the Court
The essential issue in this case is whether ACE Foods should pay MTCL the purchase
price for the subject products.
The Court’s Ruling
The petition lacks merit.
A contract is what the law defines it to be, taking into consideration its essential
elements, and not what the contracting parties call it. 33 The real nature of a contract may
be determined from the express terms of the written agreement and from the
contemporaneous and subsequent acts of the contracting parties. However, in the
construction or interpretation of an instrument, the intention of the parties is
primordial and is to be pursued. The denomination or title given by the parties in their
contract is not conclusive of the nature of its contents. 34
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The very essence of a contract of sale is the transfer of ownership in exchange for a
price paid or promised. 35 This may be gleaned from Article 1458 of the Civil Code
which defines a contract of sale as follows:
Art. 1458. By the contract of sale one of the contracting parties obligates himself to
transfer the ownership 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. (Emphasis supplied)
Corollary thereto, a contract of sale is classified as a consensual contract, which

means that the sale is perfected by mere consent. No particular form is required for its
validity. Upon perfection of the contract, the parties may reciprocally demand
performance, i.e., the vendee may compel transfer of ownership of the object of the
sale, and the vendor may require the vendee to pay the thing sold. 36
In contrast, a contract to sell is defined as a bilateral contract whereby the prospective

seller, while expressly reserving the ownership of the property despite delivery thereof
to the prospective buyer, binds himself to sell the property exclusively to the prospective
buyer upon fulfillment of the condition agreed upon, i.e., the full payment of the
purchase price. A contract to sell may not even be considered as a conditional
contract of sale where the seller may likewise reserve title to the property subject of
the sale until the fulfillment of a suspensive condition, because in a conditional contract
of sale, the first element of consent is present, although it is conditioned upon the
happening of a contingent event which may or may not occur. 37
In this case, the Court concurs with the CA that the parties have agreed to a contract of
sale and not to a contract to sell as adjudged by the RTC. Bearing in mind its
consensual nature, a contract of sale had been perfected at the precise moment ACE
Foods, as evinced by its act of sending MTCL the Purchase Order, accepted the latter’s
proposal to sell the subject products in consideration of the purchase price of
₱646,464.00. From that point in time, the reciprocal obligations of the parties – i.e., on
the one hand, of MTCL to deliver the said products to ACE Foods, and, on the other
hand, of ACE Foods to pay the purchase price therefor within thirty (30) days from
delivery – already arose and consequently may be demanded. Article 1475 of the Civil
Code makes this clear:
Art. 1475. The contract of sale is perfected at the moment there is a meeting of minds
upon the thing which is the object of the contract and upon the price.
From that moment, the parties may reciprocally demand performance, subject to the
provisions of the law governing the form of contracts.
At this juncture, the Court must dispel the notion that the stipulation anent MTCL’s
reservation of ownership of the subject products as reflected in the Invoice Receipt, i.e.,
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the title reservation stipulation, changed the complexion of the transaction from a
contract of sale into a contract to sell. Records are bereft of any showing that the said
stipulation novated the contract of sale between the parties which, to repeat, already
existed at the precise moment ACE Foods accepted MTCL’s proposal. To be sure,
novation, in its broad concept, may either be extinctive or modificatory. It is extinctive
when an old obligation is terminated by the creation of a new obligation that takes the
place of the former; it is merely modificatory when the old obligation subsists to the
extent it remains compatible with the amendatory agreement. In either case, however,
novation is never presumed, and the animus novandi, whether totally or partially, must
appear by express agreement of the parties, or by their acts that are too clear and
unequivocal to be mistaken.38
In the present case, it has not been shown that the title reservation stipulation appearing
in the Invoice Receipt had been included or had subsequently modified or superseded
the original agreement of the parties. The fact that the Invoice Receipt was signed by a
representative of ACE Foods does not, by and of itself, prove animus novandi since: (a)
it was not shown that the signatory was authorized by ACE Foods (the actual party to
the transaction) to novate the original agreement; (b) the signature only proves that the
Invoice Receipt was received by a representative of ACE Foods to show the fact of
delivery; and (c) as matter of judicial notice, invoices are generally issued at the
consummation stage of the contract and not its perfection, and have been even treated
as documents which are not actionable per se, although they may prove sufficient
delivery. 39 Thus, absent any clear indication that the title reservation stipulation was
actually agreed upon, the Court must deem the same to be a mere unilateral imposition
on the part of MTCL which has no effect on the nature of the parties’ original agreement
as a contract of sale. Perforce, the obligations arising thereto, among others, ACE
Foods’s obligation to pay the purchase price as well as to accept the delivery of the
goods,40 remain enforceable and subsisting.1âwphi1
As a final point, it may not be amiss to state that the return of the subject products
pursuant to a rescissory action41 is neither warranted by ACE Foods’s claims of breach
– either with respect to MTCL’s breach of its purported "after delivery services"
obligations or the defective condition of the products - since such claims were not
adequately proven in this case. The rule is clear: each party must prove his own
affirmative allegation; one who asserts the affirmative of the issue has the burden of
presenting at the trial such amount of evidence required by law to obtain a favorable
judgment, which in civil cases, is by preponderance of evidence. 42 This, however, ACE
Foods failed to observe as regards its allegations of breach. Hence, the same cannot be
sustained.
WHEREFORE, the petition is DENIED. Accordingly, the Decision dated October 21,

2011 and Resolution dated February 8, 2012 of the Court of Appeals in CA-G.R. CV No.
89426 are hereby AFFIRMED.
SO ORDERED.
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FIRST DIVISION
G.R. No. 113564 June 20, 2001
INOCENCIA YU DINO and her HUSBAND doing business under the trade name
"CANDY CLAIRE FASHION GARMENTS", petitioners,
vs.
COURT OF APPEALS and ROMAN SIO, doing business under the name
"UNIVERSAL TOY MASTER MANUFACTURING", respondents.
PUNO, J.:
Though people say, "better late than never", the law frowns upon those who assert their
rights past the eleventh hour. For failing to timely institute their action, the petitioners
are forever barred from claiming a sum of money from the respondent.
This is a petition for review on certiorari to annul and set aside the amended decision of
the respondent court dated January 24, 1994 reversing its April 30, 1993 decision and
dismissing the plaintiff-petitioners' Complaint on the ground of prescription.The following
undisputed facts gave rise to the case at bar:
Petitioners spouses Dino, doing business under the trade name "Candy Claire Fashion
Garment" are engaged in the business of manufacturing and selling shirts. 1 Respondent
Sio is part owner and general manager of a manufacturing corporation doing business
under the trade name "Universal Toy Master Manufacturing." 2
Petitioners and respondent Sio entered into a contract whereby the latter would
manufacture for the petitioners 20,000 pieces of vinyl frogs and 20,000 pieces of vinyl
mooseheads at P7.00 per piece in accordance with the sample approved by the
petitioners. These frogs and mooseheads were to be attached to the shirts petitioners
would manufacture and sell.3
Respondent Sio delivered in several installments the 40,000 pieces of frogs and
mooseheads. The last delivery was made on September 28, 1988. Petitioner fully paid
the agreed price.4 Subsequently, petitioners returned to respondent 29,772 pieces of
frogs and mooseheads for failing to comply with the approved sample. 5 The return was
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made on different dates: the initial one on December 12, 1988 consisting of 1,720
pieces,6 the second on January 11, 1989,7 and the last on January 17, 1989.8
Petitioners then demanded from the respondent a refund of the purchase price of the
returned goods in the amount of P208,404.00. As respondent Sio refused to
pay,9 petitioners filed on July 24, 1989 an action for collection of a sum of money in the
Regional Trial Court of Manila, Branch 38.
The trial court ruled in favor of the petitioners, viz:
"WHEREFORE, judgment is hereby rendered in favor of the plaintiffs Vicente and

Inocencia Dino and against defendant Toy Master Manufacturing, Inc. ordering
the latter to pay the former:
1. The amount of Two Hundred Eight Thousand Four Hundred Four

(P208,404.00) Pesos with legal interest thereon from July 5, 1989, until fully paid;
and
2. The amount of Twenty Thousand (P20,000.00) Pesos as attorney's fees and

the costs of this suit.
The counterclaim on the other hand is hereby dismissed for lack of merit." 10
Respondent Sio sought recourse in the Court of Appeals. In its April 30, 1993 decision,
the appellate court affirmed the trial court decision. Respondent then filed a Motion for
Reconsideration and a Supplemental Motion for Reconsideration alleging therein that
the petitioners' action for collection of sum of money based on a breach of warranty had
already prescribed. On January 24, 1994, the respondent court reversed its decision
and dismissed petitioners' Complaint for having been filed beyond the prescriptive
period. The amended decision read in part, viz:
"Even if there is failure to raise the affirmative defense of prescription in a motion

to dismiss or in an appropriate pleading (answer, amended or supplemental
answer) and an amendment would no longer be feasible, still prescription, if
apparent on the face of the complaint may be favorably considered (Spouses
Matias B. Aznar, III, et al. vs. Hon. Juanito A. Bernad, etc., supra, G.R. 81190,
May 9, 1988). The rule in Gicano vs. Gegato (supra) was reiterated in Severo v.
Court of Appeals, (G.R. No. 84051, May 19, 1989).
WHEREFORE the Motion For Reconsideration is granted. The judgment of this

Court is set aside and judgment is hereby rendered REVERSING the judgment
of the trial court and dismissing plaintiff's complaint." 11
Hence, this petition with the following assignment of errors:
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I.
The respondent Court of Appeals seriously erred in dismissing the complaint of

the Petitioners on the ground that the action had prescribed.
II.
The respondent Court of Appeals seriously erred in holding that the defense of
prescription would still be considered despite the fact that it was not raised in the
answer, if apparent on the face of the complaint.
We first determine the nature of the action filed in the trial court to resolve the issue of
prescription. Petitioners claim that the Complaint they filed in the trial court on July 24,
1989 was one for the collection of a sum of money. Respondent contends that it was an
action for breach of warranty as the sum of money petitioners sought to collect was
actually a refund of the purchase price they paid for the alleged defective goods they
bought from the respondent.
We uphold the respondent's contention.
The following provisions of the New Civil Code are apropos:
"Art. 1467. A contract for the delivery at a certain price of an article which the
vendor in the ordinary course of his business manufactures or procures for the
general market, whether the same is on hand at the time or not, is a contract of
sale, but if the goods are to be manufactured specially for the customer and upon
his special order, and not for the general market, it is a contract for a piece of
work."
"Art. 1713. By the contract for a piece of work the contractor binds himself to
execute a piece of work for the employer, in consideration of a certain price or
compensation. The contractor may either employ only his labor or skill, or also
furnish the material."
As this Court ruled in Engineering & Machinery Corporation v. Court of Appeals, et

al.,12 "a contract for a piece of work, labor and materials may be distinguished from a
contract of sale by the inquiry as to whether the thing transferred is one not in existence
and which would never have existed but for the order of the person desiring it. In such
case, the contract is one for a piece of work, not a sale. On the other hand, if the thing
subject of the contract would have existed and been the subject of a sale to some other
person even if the order had not been given then the contract is one of sale." 13 The
contract between the petitioners and respondent stipulated that respondent would
manufacture upon order of the petitioners 20,000 pieces of vinyl frogs and 20,000
pieces of vinyl mooseheads according to the samples specified and approved by the
petitioners. Respondent Sio did not ordinarily manufacture these products, but only
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upon order of the petitioners and at the price agreed upon. 14 Clearly, the contract
executed by and between the petitioners and the respondent was a contract for a piece
of work. At any rate, whether the agreement between the parties was one of a contract
of sale or a piece of work, the provisions on warranty of title against hidden defects in a
contract of sale apply to the case at bar, viz:
"Art. 1714. If the contractor agrees to produce the work from material furnished
by him, he shall deliver the thing produced to the employer and transfer dominion
over the thing. This contract shall be governed by the following articles as well as
by the pertinent provisions on warranty of title and against hidden defects and the
payment of price in a contract of sale."
"Art. 1561. The vendor shall be responsible for warranty against the hidden
defects which the thing sold may have, should they render it unfit for the use for
which it is intended, or should they diminish its fitness for such use to such an
extent that, had the vendee been aware thereof, he would not have acquired it or
would have given a lower price for it; but said vendor shall not be answerable for
patent defects or those which may be visible, or for those which are not visible if
the vendee is an expert who, by reason of his trade or profession, should have
known them."
Petitioners aver that they discovered the defects in respondent's products when
customers in their (petitioners') shirt business came back to them complaining that the
frog and moosehead figures attached to the shirts they bought were torn. Petitioners
allege that they did not readily see these hidden defects upon their acceptance. A
hidden defect is one which is unknown or could not have been known to the
vendee.15 Petitioners then returned to the respondent 29,772 defective pieces of vinyl
products and demanded a refund of their purchase price in the amount of P208,404.00.
Having failed to collect this amount, they filed an action for collection of a sum of
money.
Article 1567 provides for the remedies available to the vendee in case of hidden
defects, viz:
"Art. 1567. In the cases of Articles 1561, 1562, 1564, 1565 and 1566, the vendee
may elect between withdrawing from the contract and demanding a proportionate
reduction of the price, with damages in either case."
By returning the 29,772 pieces of vinyl products to respondent and asking for a return of
their purchase price, petitioners were in effect "withdrawing from the contract" as
provided in Art. 1567. The prescriptive period for this kind of action is provided in Art.
1571 of the New Civil Code, viz:
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"Art. 1571. Actions arising from the provisions of the preceding ten articles shall
be barred after six months from the delivery of the thing sold." (Emphasis
supplied)
There is no dispute that respondent made the last delivery of the vinyl products to
petitioners on September 28, 1988. It is also settled that the action to recover the
purchase price of the goods petitioners returned to the respondent was filed on July 24,
1989,16 more than nine months from the date of last delivery. Petitioners having filed the
action three months after the six-month period for filing actions for breach of warranty
against hidden defects stated in Art. 1571,17 the appellate court dismissed the action.
Petitioners fault the ruling on the ground that it was too late in the day for respondent to
raise the defense of prescription. The law then applicable to the case at bar, Rule 9,
Sec. 2 of the Rules of Court, provides:
"Defenses and objections not pleaded either in a motion to dismiss or in the

answer are deemed waived; except the failure to state a cause of action . . . "
Thus, they claim that since the respondent failed to raise the defense of prescription in a
motion to dismiss or in its answer, it is deemed waived and cannot be raised for the first
time on appeal in a motion for reconsideration of the appellate court's decision.
As a rule, the defense of prescription cannot be raised for the first time on appeal. Thus,
we held in Ramos v. Osorio,18 viz:
"It is settled law in this jurisdiction that the defense of prescription is waivable,
and that if it was not raised as a defense in the trial court, it cannot be considered
on appeal, the general rule being that the appellate court is not authorized to
consider and resolve any question not properly raised in the lower court (Subido
vs. Lacson, 55 O.G. 8281, 8285; Moran, Comments on the Rules of Court, Vol. I,
p. 784, 1947 Edition)."
However, this is not a hard and fast rule. In Gicano v. Gegato,19 we held:
". . .(T)rial courts have authority and discretion to dimiss an action on the ground
of prescription when the parties' pleadings or other facts on record show it to be
indeed time-barred; (Francisco v. Robles, Feb, 15, 1954; Sison v. McQuaid, 50
O.G. 97; Bambao v. Lednicky, Jan. 28, 1961; Cordova v. Cordova, Jan. 14,
1958; Convets, Inc. v. NDC, Feb. 28, 1958; 32 SCRA 529; Sinaon v. Sorongan,
136 SCRA 408); and it may do so on the basis of a motion to dismiss (Sec. 1,f,
Rule 16, Rules of Court), or an answer which sets up such ground as an
affirmative defense (Sec. 5, Rule 16), or even if the ground is alleged after
judgment on the merits, as in a motion for reconsideration (Ferrer v. Ericta, 84
SCRA 705); or even if the defense has not been asserted at all, as where no
statement thereof is found in the pleadings (Garcia v. Mathis, 100 SCRA 250;
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PNB v. Pacific Commission House, 27 SCRA 766; Chua Lamco v. Dioso, et al.,
97 Phil. 821); or where a defendant has been declared in default (PNB v. Perez,
16 SCRA 270). What is essential only, to repeat, is that the facts demonstrating
the lapse of the prescriptive period be otherwise sufficiently and satisfactorily
apparent on the record; either in the averments of the plaintiff's complaint, or
otherwise established by the evidence." (emphasis supplied)
In Aldovino, et al. v. Alunan, et al.,20 the Court en banc reiterated the Garcia v.

Mathis doctrine cited in the Gicano case that when the plaintiff's own complaint shows
clearly that the action has prescribed, the action may be dismissed even if the defense
of prescription was not invoked by the defendant.
It is apparent in the records that respondent made the last delivery of vinyl products to
the petitioners on September 28, 1988. Petitioners admit this in their Memorandum
submitted to the trial court and reiterate it in their Petition for Review. 21 It is also
apparent in the Complaint that petitioners instituted their action on July 24, 1989. The
issue for resolution is whether or not the respondent Court of Appeals could dismiss the
petitioners' action if the defense of prescription was raised for the first time on appeal
but is apparent in the records.
Following the Gicano doctrine that allows dismissal of an action on the ground of

prescription even after judgment on the merits, or even if the defense was not raised at
all so long as the relevant dates are clear on the record, we rule that the action filed by
the petitioners has prescribed. The dates of delivery and institution of the action are
undisputed. There are no new issues of fact arising in connection with the question of
prescription, thus carving out the case at bar as an exception from the general rule that
prescription if not impleaded in the answer is deemed waived. 22
Even if the defense of prescription was raised for the first time on appeal in
respondent's Supplemental Motion for Reconsideration of the appellate court's decision,
this does not militate against the due process right of the petitioners. On appeal, there
was no new issue of fact that arose in connection with the question of prescription, thus
it cannot be said that petitioners were not given the opportunity to present evidence in
the trial court to meet a factual issue. Equally important, petitioners had the opportunity
to oppose the defense of prescription in their Opposition to the Supplemental Motion for
Reconsideration filed in the appellate court and in their Petition for Review in this Court.
This Court's application of the Osorio and Gicano doctrines to the case at bar is

confirmed and now enshrined in Rule 9, Sec. 1 of the 1997 Rules of Civil
Procedure, viz:
"Section 1. Defense and objections not pleaded. - Defenses and objections not
pleaded whether in a motion to dismiss or in the answer are deemed waived.
However, when it appears from the pleadings that the court has no jurisdiction
over the subject matter, that there is another action pending between the same
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parties for the same cause, or that the action is barred by a prior judgment or
by statute of limitations, the court shall dismiss the claim." (Emphasis supplied)
WHEREFORE, the petition is DENIED and the impugned decision of the Court of
Appeals dated January 24, 1994 is AFFIRMED. No costs.
SO ORDERED.

SUPREME COURT
Manila
THIRD DIVISION
G.R. No. 52267 January 24, 1996
ENGINEERING & MACHINERY CORPORATION, petitioner,

vs.
COURT OF APPEALS and PONCIANO L. ALMEDA, respondent.
DECISION
PANGANIBAN, J.:
Is a contract for the fabrication and installation of a central air-conditioning system in a

building, one of "sale" or "for a piece of work"? What is the prescriptive period for filing
actions for breach of the terms of such contract?
These are the legal questions brought before this Court in this Petition for review
on certiorari under Rule 45 of the Rules of Court, to set aside the Decision 1 of the Court
of Appeals2 in CA-G.R. No. 58276-R promulgated on November 28, 1978 (affirming in
toto the decision3 dated April 15, 1974 of the then Court of First Instance of Rizal,
Branch II4 , in Civil Case No. 14712, which ordered petitioner to pay private respondent
the amount needed to rectify the faults and deficiencies of the air-conditioning system
installed by petitioner in private respondent's building, plus damages, attorney's fees
and costs).
By a resolution of the First Division of this Court dated November 13, 1995, this case
was transferred to the Third. After deliberating on the various submissions of the
parties, including the petition, record on appeal, private respondent's comment and
briefs for the petitioner and the private respondent, the Court assigned the writing of this
Decision to the undersigned, who took his oath as a member of the Court on October
10, 1995.
The Facts
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Pursuant to the contract dated September 10, 1962 between petitioner and private
respondent, the former undertook to fabricate, furnish and install the air-conditioning
system in the latter's building along Buendia Avenue, Makati in consideration of
P210,000.00. Petitioner was to furnish the materials, labor, tools and all services
required in order to so fabricate and install said system. The system was completed in
1963 and accepted by private respondent, who paid in full the contract price.
On September 2, 1965, private respondent sold the building to the National Investment
and Development Corporation (NIDC). The latter took possession of the building but on
account of NIDC's noncompliance with the terms and conditions of the deed of sale,
private respondent was able to secure judicial rescission thereof. The ownership of the
building having been decreed back to private respondent, he re-acquired possession
sometime in 1971. It was then that he learned from some NIDC, employees of the
defects of the air-conditioning system of the building.
Acting on this information, private respondent commissioned Engineer David R. Sapico

to render a technical evaluation of the system in relation to the contract with petitioner.
In his report, Sapico enumerated the defects of the system and concluded that it was
"not capable of maintaining the desired room temperature of 76ºF - 2ºF (Exhibit C)" 5 .
On the basis of this report, private respondent filed on May 8, 1971 an action for
damages against petitioner with the then Court of First Instance of Rizal (Civil Case No.
14712). The complaint alleged that the air-conditioning system installed by petitioner did
not comply with the agreed plans and specifications. Hence, private respondent prayed
for the amount of P210,000.00 representing the rectification cost, P100,000.00 as
damages and P15,000.00 as attorney's fees.
Petitioner moved to dismiss the complaint, alleging that the prescriptive period of six
months had set in pursuant to Articles 1566 and 1567, in relation to Article 1571 of the
Civil Code, regarding the responsibility of a vendor for any hidden faults or defects in
the thing sold.
Private respondent countered that the contract dated September 10, 1962 was not a
contract for sale but a contract for a piece of work under Article 1713 of the Civil Code.
Thus, in accordance with Article 1144 (1) of the same Code, the complaint was timely
brought within the ten-year prescriptive period.
In its reply, petitioner argued that Article 1571 of the Civil Code providing for a six-month
prescriptive period is applicable to a contract for a piece of work by virtue of Article
1714, which provides that such a contract shall be governed by the pertinent provisions
on warranty of title and against hidden defects and the payment of price in a contract of
sale6 .
The trial court denied the motion to dismiss. In its answer to the complaint, petitioner
reiterated its claim of prescription as an affirmative defense. It alleged that whatever
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defects might have been discovered in the air-conditioning system could have been
caused by a variety of factors, including ordinary wear and tear and lack of proper and
regular maintenance. It pointed out that during the one-year period that private
respondent withheld final payment, the system was subjected to "very rigid inspection
and testing and corrections or modifications effected" by petitioner. It interposed a
compulsory counterclaim suggesting that the complaint was filed "to offset the adverse
effects" of the judgment in Civil Case No. 71494, Court of First Instance of Manila,
involving the same parties, wherein private respondent was adjudged to pay petitioner
the balance of the unpaid contract price for the air-conditioning system installed in
another building of private respondent, amounting to P138,482.25.
Thereafter, private respondent filed an ex-parte motion for preliminary attachment on

the strength of petitioner's own statement to the effect that it had sold its business and
was no longer doing business in Manila. The trial court granted the motion and, upon
private respondent's posting of a bond of F'50,000.00, ordered the issuance of a writ of
attachment.
In due course, the trial court rendered a decision finding that petitioner failed to install
certain parts and accessories called for by the contract, and deviated from the plans of
the system, thus reducing its operational effectiveness to the extent that 35 window-type
units had to be installed in the building to achieve a fairly desirable room temperature.
On the question of prescription, the trial court ruled that the complaint was filed within
the ten-year court prescriptive period although the contract was one for a piece of work,
because it involved the "installation of an air-conditioning system which the defendant
itself manufactured, fabricated, designed and installed."
Petitioner appealed to the Court of Appeals, which affirmed the decision of the trial
court. Hence, it instituted the instant petition.
The Submissions of the Parties
In the instant Petition, petitioner raised three issues. First, it contended that private
respondent's acceptance of the work and his payment of the contract price extinguished
any liability with respect to the defects in the air-conditioning system. Second, it claimed
that the Court of Appeals erred when it held that the defects in the installation were not
apparent at the time of delivery and acceptance of the work considering that private
respondent was not an expert who could recognize such defects. Third, it insisted that,
assuming arguendo that there were indeed hidden defects, private respondent's
complaint was barred by prescription under Article 1571 of the Civil Code, which
provides for a six-month prescriptive period.
Private respondent, on the other hand, averred that the issues raised by petitioner, like
the question of whether there was an acceptance of the work by the owner and whether
the hidden defects in the installation could have been discovered by simple inspection,
involve questions of fact which have been passed upon by the appellate court.
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The Court's Ruling
The Supreme Court reviews only errors of law in petitions for review on certiorari under
Rule 45. It is not the function of this Court to re-examine the findings of fact of the
appellate court unless said findings are not supported by the evidence on record or the
judgment is based on a misapprehension of facts 7 of Appeals erred when it held that the
defects in the installation were not apparent at the time of delivery and acceptance of
the work considering that private respondent was not an expert who could recognize
such defects. Third. it insisted that, assuming arguendo that there were indeed hidden
defects, private respondent's complaint was barred by prescription under Article 1571 of
the Civil Code, which provides for a six-month prescriptive period.
Private respondent, on the other hand, averred that the issues raised by petitioner, like
the question of whether here was an acceptance of the work by the owner and whether
the hidden defects in the installation could have been discovered by simple inspection,
involve questions of fact which have been passed upon by the appellate court.
The Court has consistently held that the factual findings of the trial court, as well
as the Court of Appeals, are final and conclusive and may not be reviewed on
appeal. Among the exceptional circumstances where a reassessment of facts
found by the lower courts is allowed are when the conclusion is a finding
grounded entirely on speculation, surmises or conjectures; when the inference
made is manifestly absurd, mistaken or impossible; when there is grave abuse of
discretion in the appreciation of facts; when the judgment is premised on a
misapprehension of facts; when the findings went beyond the issues of the case
and the same are contrary to the admissions of both appellant and appellee.
After a careful study of the case at bench, we find none of the above grounds
present to justify the re-evaluation of the findings of fact made by the courts
below.8
We see no valid reason to discard the factual conclusions of the appellate court. .
. . (I)t is not the function of this Court to assess and evaluate all over again the
evidence, testimonial and documentary, adduced by the parties, particularly
where, such as here, the findings of both the trial court and the appellate court
on the matter coincide.9 (Emphasis supplied)
Hence, the first two issues will not be resolved as they raise questions of fact.
Thus, the only question left to be resolved is that of prescription. In their submissions,
the parties argued lengthily on the nature of the contract entered into by them, viz.,
whether it was one of sale or for a piece of work.
Article 1713 of the Civil Code defines a contract for a piece of work thus:
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By the contract for a piece of work the contractor binds himself to execute a
piece of work for the employer, in consideration of a certain price or
compensation. The contractor may either employ only his labor or skill, or also
furnish the material.
A contract for a piece of work, labor and materials may be distinguished from a contract
of sale by the inquiry as to whether the thing transferred is one not in existence and
which would never have existed but for the order, of the person desiring it 10 . In such
case, the contract is one for a piece of work, not a sale. On the other hand, if the thing
subject of the contract would have existed and been the subject of a sale to some other
person even if the order had not been given, then the contract is one of sale 11 .
Thus, Mr. Justice Vitug12 explains that -
A contract for the delivery at a certain price of an article which the vendor in the
ordinary course of his business manufactures or procures for the general market,
whether the same is on hand at the time or not is a contract of sale, but if the
goods are to be manufactured specially for the customer and upon his special
order, and not for the general market, it is a contract for a piece of work (Art.
1467, Civil Code). The mere fact alone that certain articles are made upon
previous orders of customers will not argue against the imposition of the sales
tax if such articles are ordinarily manufactured by the taxpayer for sale to the
public (Celestino Co. vs. Collector, 99 Phil. 841).
To Tolentino, the distinction between the two contracts depends on the intention of the
parties. Thus, if the parties intended that at some future date an object has to be
delivered, without considering the work or labor of the party bound to deliver, the
contract is one of sale. But if one of the parties accepts the undertaking on the basis of
some plan, taking into account the work he will employ personally or through another,
there is a contract for a piece of work13 .
Clearly, the contract in question is one for a piece of work. It is not petitioner's line of
business to manufacture air-conditioning systems to be sold "off-the-shelf." Its business
and particular field of expertise is the fabrication and installation of such systems as
ordered by customers and in accordance with the particular plans and specifications
provided by the customers. Naturally, the price or compensation for the system
manufactured and installed will depend greatly on the particular plans and specifications
agreed upon with the customers.
The obligations of a contractor for a piece of work are set forth in Articles 1714 and
1715 of the Civil Code, which provide:
Art. 1714. If the contractor agrees to produce the work from material furnished by
him, he shall deliver the thing produced to the employer and transfer dominion
over the thing. This contract shall be governed by the following articles as well as
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by the pertinent provisions on warranty of title and against hidden defects and the
payment of price in a contract of sale.
Art. 1715. The contractor shall execute the work in such a manner that it has the
qualities agreed upon and has no defects which destroy or lessen its value or
fitness for its ordinary or stipulated use. Should the work be not of such quality,
the employer may require that the contractor remove the defect or execute
another work. If the contractor fails or refuses to comply with this obligation, the
employer may have the defect removed or another work executed, at the
contractor's cost.
The provisions on warranty against hidden defects, referred to in Art. 1714 above-
quoted, are found in Articles 1561 and 1566, which read as follows:
Art. 1561. The vendor shall be responsible for warranty against the hidden
defects which the thing sold may have, should they render it unfit for the use for
which it is intended, or should they diminish its fitness for such use to such an
extent that, had the vendee been aware thereof, he would not have acquired it or
would have given a lower price for it; but said vendor shall not be answerable for
patent defects or those which may be visible, or for those which are not visible if
the vendee is an expert who, by reason of his trade or profession, should have
known them.
xxx xxx xxx
Art. 1566. The vendor is responsible to the vendee for any hidden faults or
defects in the thing sold, even though he was not aware thereof.
This provision shall not apply if the contrary has been stipulated, and the vendor
was not aware of the hidden faults or defects in the thing sold.
The remedy against violations of the warranty against hidden defects is either to
withdraw from the contract (redhibitory action) or to demand a proportionate reduction of
the price (accion quanti manoris), with damages in either case14 .
In Villostas vs. Court of Appeals15 , we held that, "while it is true that Article 1571 of the
Civil Code provides for a prescriptive period of six months for a redhibitory action, a
cursory reading of the ten preceding articles to which it refers will reveal that said rule
may be applied only in case of implied warranties"; and where there is an express
warranty in the contract, as in the case at bench, the prescriptive period is the one
specified in the express warranty, and in the absence of such period, "the general rule
on rescission of contract, which is four years (Article 1389, Civil Code) shall apply" 16 .
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Atty. In Progress
Consistent with the above discussion, it would appear that this suit is barred by
prescription because the complaint was filed more than four years after the execution of
the contract and the completion of the air-conditioning system.
However, a close scrutiny of the complaint filed in the trial court reveals that the original
action is not really for enforcement of the warranties against hidden defects, but one for
breach of the contract itself. It alleged17 that the petitioner, "in the installation of the air
conditioning system did not comply with the specifications provided" in the written
agreement between the parties, "and an evaluation of the air-conditioning system as
installed by the defendant showed the following defects and violations of the
specifications of the agreement, to wit:
GROUND FLOOR:
"A. RIGHT WING:
Equipped with Worthington Compressor, Model 2VC4 directly driven by an Hp

Elin electric motor 1750 rmp, 3 phase, 60 cycles, 220 volts, complete with starter
evaporative condenser, circulating water pump, air handling unit air ducts.
Defects Noted:
1. Deteriorated evaporative condenser panels, coils are full of scales and heavy
corrosion is very evident.
2. Defective gauges of compressors;
3. No belt guard on motor;
4. Main switch has no cover;
5. Desired room temperature not attained;
Aside from the above defects, the following were noted not installed although
provided in the specifications.
1. Face by-pass damper of G.I. sheets No. 16. This damper regulates the flow of
cooled air depending on room condition.
2. No fresh air intake provision were provided which is very necessary for
efficient comfort cooling..
3. No motor to regulate the face and by-pass damper.
4. Liquid level indicator for refrigerant not provided.

27
Atty. In Progress
5. Suitable heat exchanger is not installed. This is an important component to
increase refrigeration efficiency.
6. Modulating thermostat not provided.
7. Water treatment device for evaporative condenser was not provided.
8. Liquid receiver not provided by sight glass.
B. LEFT WING:
Worthington Compressor Model 2VC4 is installed complete with 15 Hp electric

motor, 3 phase, 220 volts 60 cycles with starter.
Defects Noted:
Same as right wing. except No. 4, All other defects on right wing are common to
the left wing.
SECOND FLOOR: (Common up to EIGHT FLOORS)
Compressors installed are MELCO with 7.5 Hp V-belt driven by 1800 RPM, -220
volts, 60 cycles, 3 phase, Thrige electric motor with starters.
As stated in the specifications under, Section No. IV, the MELCO compressors
do not satisfy the conditions stated therein due to the following:
1. MELCO Compressors are not provided with automatic capacity unloader.
2. Not provided with oil pressure safety control.
3. Particular compressors do not have provision for renewal sleeves.
Out of the total 15 MELCO compressors installed to serve the 2nd floor up to 8th
floors, only six (6) units are in operation and the rest were already replaced. Of
the remaining six (6) units, several of them have been replaced with bigger
crankshafts.
NINTH FLOOR:
Two (2) Worthington 2VC4 driven by 15 Hp, 3 phase, 220 volts, 60 cycles, 1750
rpm, Higgs motors with starters.
Defects Noted are similar to ground floor.
28
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GENERAL REMARKS:
Under Section III, Design conditions of specification for air conditioning work, and
taking into account "A" & "B" same, the present systems are not capable of
maintaining the desired temperature of 76 = 2ºF (sic).
The present tenant have installed 35 window type air conditioning units
distributed among the different floor levels. Temperature measurements
conducted on March 29. 1971, revealed that 78ºF room (sic) is only maintained
due to the additional window type units.
The trial court, after evaluating the evidence presented, held that, indeed, petitioner
failed to install items and parts required in the contract and substituted some other items
which were not in accordance with the specifications 18 , thus:
From all of the foregoing, the Court is persuaded to believe the plaintiff that not
only had the defendant failed to install items and parts provided for in the
specifications of the air-conditioning system be installed, like face and by-pass
dampers and modulating thermostat and many others, but also that there are
items, parts and accessories which were used and installed on the air-
conditioning system which were not in full accord with contract specifications.
These omissions to install the equipments, parts and accessories called for in the
specifications of the contract, as well as the deviations made in putting into the
air-conditioning system equipments, parts and accessories not in full accord with
the contract specification naturally resulted to adversely affect the operational
effectiveness of the air-conditioning system which necessitated the installation of
thirty-five window type of air-conditioning units distributed among the different
floor levels in order to be able to obtain a fairly desirable room temperature for
the tenants and actual occupants of the building. The Court opines and so holds
that the failure of the defendant to follow the contract specifications and said
omissions and deviations having resulted in the operational ineffectiveness of the
system installed makes the defendant liable to the plaintiff in the amount
necessary to rectify to put the air conditioning system in its proper operational
condition to make it serve the purpose for which the plaintiff entered into the
contract with the defendant.
The respondent Court affirmed the trial court's decision thereby making the latter's
findings also its own.
Having concluded that the original complaint is one for damages arising from breach of
a written contract - and not a suit to enforce warranties against hidden defects - we here
- with declare that the governing law is Article 1715 (supra). However, inasmuch as this
provision does not contain a specific prescriptive period, the general law on prescription,
which is Article 1144 of the Civil Code, will apply. Said provision states, inter alia, that
actions "upon a written contract" prescribe in ten (10) years. Since the governing
29
Atty. In Progress
contract was executed on September 10, 1962 and the complaint was filed on May 8,
1971, it is clear that the action has not prescribed.
What about petitioner's contention that "acceptance of the work by the employer
relieves the contractor of liability for any defect in the work"? This was answered by
respondent Court19 as follows:
As the breach of contract which gave rise to the instant case consisted in
appellant's omission to install the equipments (sic), parts and accessories not in
accordance with the plan and specifications provided for in the contract and the
deviations made in putting into the air conditioning system parts and accessories
not in accordance with the contract specifications, it is evident that the defect in
the installation was not apparent at the time of the delivery and acceptance of the
work, considering further that plaintiff is not an expert to recognize the same.
From the very nature of things, it is impossible to determine by the simple
inspection of air conditioning system installed in an 8-floor building whether it has
been furnished and installed as per agreed specifications.
Verily, the mere fact that the private respondent accepted the work does not, ipso facto,
relieve the petitioner from liability for deviations from and violations of the written
contract, as the law gives him ten (10) years within which to file an action based on
breach thereof.
WHEREFORE, the petition is hereby DENIED and the assailed Decision is AFFIRMED.
No costs.
SO ORDERED.

SUPREME COURT
Manila
THIRD DIVISION
G.R. No. 170405 February 2, 2010
RAYMUNDO S. DE LEON, Petitioner,
vs.
BENITA T. ONG.1 Respondent.
DECISION
CORONA, J.:
30
Atty. In Progress
On March 10, 1993, petitioner Raymundo S. de Leon sold three parcels of land 2 with
improvements situated in Antipolo, Rizal to respondent Benita T. Ong. As these
properties were mortgaged to Real Savings and Loan Association, Incorporated
(RSLAI), petitioner and respondent executed a notarized deed of absolute sale with
assumption of mortgage3 stating:
x x x x x x x x x
That for and in consideration of the sum of ONE MILLION ONE HUNDRED
THOUSAND PESOS (₱1.1 million), Philippine currency, the receipt whereof is hereby
acknowledged from [RESPONDENT] to the entire satisfaction of
[PETITIONER], said [PETITIONER] does hereby sell, transfer and convey in a
manner absolute and irrevocable, unto said [RESPONDENT], his heirs and assigns
that certain real estate together with the buildings and other improvements existing
thereon, situated in [Barrio] Mayamot, Antipolo, Rizal under the following terms and
conditions:
1. That upon full payment of [respondent] of the amount of FOUR HUNDRED

FIFTEEN THOUSAND FIVE HUNDRED (₱415,000), [petitioner] shall execute
and sign a deed of assumption of mortgage in favor of [respondent] without any
further cost whatsoever;
2. That [respondent] shall assume payment of the outstanding loan of SIX

HUNDRED EIGHTY FOUR THOUSAND FIVE HUNDRED PESOS (₱684,500)
with REAL SAVINGS AND LOAN,4 Cainta, Rizal… (emphasis supplied)
x x x x x x x x x
Pursuant to this deed, respondent gave petitioner ₱415,500 as partial payment.

Petitioner, on the other hand, handed the keys to the properties and wrote a letter
informing RSLAI of the sale and authorizing it to accept payment from respondent and
release the certificates of title.
Thereafter, respondent undertook repairs and made improvements on the

properties.5 Respondent likewise informed RSLAI of her agreement with petitioner for
her to assume petitioner’s outstanding loan. RSLAI required her to undergo credit
investigation.
Subsequently, respondent learned that petitioner again sold the same properties to one
Leona Viloria after March 10, 1993 and changed the locks, rendering the keys he gave
her useless. Respondent thus proceeded to RSLAI to inquire about the credit
investigation. However, she was informed that petitioner had already paid the amount
due and had taken back the certificates of title.
Respondent persistently contacted petitioner but her efforts proved futile.

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Atty. In Progress
On June 18, 1993, respondent filed a complaint for specific performance, declaration of
nullity of the second sale and damages6 against petitioner and Viloria in the Regional
Trial Court (RTC) of Antipolo, Rizal, Branch 74. She claimed that since petitioner had
previously sold the properties to her on March 10, 1993, he no longer had the right to
sell the same to Viloria. Thus, petitioner fraudulently deprived her of the properties.
Petitioner, on the other hand, insisted that respondent did not have a cause of action
against him and consequently prayed for the dismissal of the complaint. He claimed that
since the transaction was subject to a condition (i.e., that RSLAI approve the
assumption of mortgage), they only entered into a contract to sell. Inasmuch as
respondent did apply for a loan from RSLAI, the condition did not arise. Consequently,
the sale was not perfected and he could freely dispose of the properties. Furthermore,
he made a counter-claim for damages as respondent filed the complaint allegedly with
gross and evident bad faith.
Because respondent was a licensed real estate broker, the RTC concluded that she
knew that the validity of the sale was subject to a condition. The perfection of a contract
of sale depended on RSLAI’s approval of the assumption of mortgage. Since RSLAI did
not allow respondent to assume petitioner’s obligation, the RTC held that the sale was
never perfected.
In a decision dated August 27, 1999, 7 the RTC dismissed the complaint for lack of
cause of action and ordered respondent to pay petitioner ₱100,000 moral damages,
₱20,000 attorney’s fees and the cost of suit.
Aggrieved, respondent appealed to the Court of Appeals (CA), 8 asserting that the
court a quo erred in dismissing the complaint.
The CA found that the March 10, 2003 contract executed by the parties did not impose
any condition on the sale and held that the parties entered into a contract of sale.
Consequently, because petitioner no longer owned the properties when he sold them to
Viloria, it declared the second sale void. Moreover, it found petitioner liable for moral
and exemplary damages for fraudulently depriving respondent of the properties.
In a decision dated July 22, 2005,9 the CA upheld the sale to respondent and nullified
the sale to Viloria. It likewise ordered respondent to reimburse petitioner ₱715,250 (or
the amount he paid to RSLAI). Petitioner, on the other hand, was ordered to deliver the
certificates of titles to respondent and pay her ₱50,000 moral damages and ₱15,000
exemplary damages.
Petitioner moved for reconsideration but it was denied in a resolution dated November
11, 2005.10 Hence, this petition,11 with the sole issue being whether the parties entered
into a contract of sale or a contract to sell.
32
Atty. In Progress
Petitioner insists that he entered into a contract to sell since the validity of the
transaction was subject to a suspensive condition, that is, the approval by RSLAI of
respondent’s assumption of mortgage. Because RSLAI did not allow respondent to
assume his (petitioner’s) obligation, the condition never materialized. Consequently,
there was no sale.
Respondent, on the other hand, asserts that they entered into a contract of sale as
petitioner already conveyed full ownership of the subject properties upon the execution
of the deed.
We modify the decision of the CA.
Contract of Sale or Contract to Sell?
The RTC and the CA had conflicting interpretations of the March 10, 1993 deed. The
RTC ruled that it was a contract to sell while the CA held that it was a contract of sale.
In a contract of sale, the seller conveys ownership of the property to the buyer upon the
perfection of the contract. Should the buyer default in the payment of the purchase
price, the seller may either sue for the collection thereof or have the contract judicially
resolved and set aside. The non-payment of the price is therefore a negative resolutory
condition.12
On the other hand, a 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.
For this reason, if the buyer defaults in the payment thereof, the seller can only sue for
damages.13
The deed executed by the parties (as previously quoted) stated that petitioner sold the
properties to respondent "in a manner absolute and irrevocable" for a sum of ₱1.1
million.14 With regard to the manner of payment, it required respondent to pay ₱415,500
in cash to petitioner upon the execution of the deed, with the balance 15 payable directly
to RSLAI (on behalf of petitioner) within a reasonable time. 16 Nothing in said instrument
implied that petitioner reserved ownership of the properties until the full payment of the
purchase price.17 On the contrary, the terms and conditions of the deed only affected
the manner of payment, not the immediate transfer of ownership (upon the execution of
the notarized contract) from petitioner as seller to respondent as buyer. Otherwise
stated, the said terms and conditions pertained to the performance of the contract, not
the perfection thereof nor the transfer of ownership.
Settled is the rule that the seller is obliged to transfer title over the properties and deliver
the same to the buyer.18 In this regard, Article 1498 of the Civil Code 19 provides that, as
a rule, the execution of a notarized deed of sale is equivalent to the delivery of a thing
sold.
33
Atty. In Progress
In this instance, petitioner executed a notarized deed of absolute sale in favor of
respondent. Moreover, not only did petitioner turn over the keys to the properties to
respondent, he also authorized RSLAI to receive payment from respondent and release
his certificates of title to her. The totality of petitioner’s acts clearly indicates that he had
unqualifiedly delivered and transferred ownership of the properties to respondent.
Clearly, it was a contract of sale the parties entered into.
Furthermore, even assuming arguendo that the agreement of the parties was subject to

the condition that RSLAI had to approve the assumption of mortgage, the said condition
was considered fulfilled as petitioner prevented its fulfillment by paying his outstanding
obligation and taking back the certificates of title without even notifying respondent. In
this connection, Article 1186 of the Civil Code provides:
Article 1186. The condition shall be deemed fulfilled when the obligor voluntarily
prevents its fulfillment.
Void Sale Or Double Sale?
Petitioner sold the same properties to two buyers, first to respondent and then to Viloria
on two separate occasions.20 However, the second sale was not void for the sole reason
that petitioner had previously sold the same properties to respondent. On this account,
the CA erred.
This case involves a double sale as the disputed properties were sold validly on two
separate occasions by the same seller to the two different buyers in good faith.
Article 1544 of the Civil Code provides:
Article 1544. If the same thing should have been sold to different vendees, the
ownership shall be transferred to the person who may have first taken possession
thereof in good faith, if it should be movable property.
Should it be immovable property, the ownership shall belong to the person

acquiring it who in good faith first recorded it in the Registry of Property.
Should there be no inscription, the ownership shall pertain to the person who in
good faith was first in the possession; and, in the absence thereof, to the person
who presents the oldest title, provided there is good faith. (emphasis supplied)
This provision clearly states that the rules on double or multiple sales apply only to
purchasers in good faith. Needless to say, it disqualifies any purchaser in bad faith.
A purchaser in good faith is one who buys the property of another without notice that
some other person has a right to, or an interest in, such property and pays a full and fair
price for the same at the time of such purchase, or before he has notice of some other
34
Atty. In Progress
person’s claim or interest in the property.21 The law requires, on the part of the buyer,
lack of notice of a defect in the title of the seller and payment in full of the fair price at
the time of the sale or prior to having notice of any defect in the seller’s title.
Was respondent a purchaser in good faith? Yes.
Respondent purchased the properties, knowing they were encumbered only by the
mortgage to RSLAI. According to her agreement with petitioner, respondent had the
obligation to assume the balance of petitioner’s outstanding obligation to RSLAI.
Consequently, respondent informed RSLAI of the sale and of her assumption of
petitioner’s obligation. However, because petitioner surreptitiously paid his outstanding
obligation and took back her certificates of title, petitioner himself rendered respondent’s
obligation to assume petitioner’s indebtedness to RSLAI impossible to perform.
Article 1266 of the Civil Code provides:
Article 1266. The debtor in obligations to do shall be released when the prestation
become legally or physically impossible without the fault of the obligor.
Since respondent’s obligation to assume petitioner’s outstanding balance with RSLAI

became impossible without her fault, she was released from the said obligation.
Moreover, because petitioner himself willfully prevented the condition vis-à-vis the
payment of the remainder of the purchase price, the said condition is considered fulfilled
pursuant to Article 1186 of the Civil Code. For purposes, therefore, of determining
whether respondent was a purchaser in good faith, she is deemed to have fully
complied with the condition of the payment of the remainder of the purchase price.
Respondent was not aware of any interest in or a claim on the properties other than the
mortgage to RSLAI which she undertook to assume. Moreover, Viloria bought the
properties from petitioner after the latter sold them to respondent. Respondent was
therefore a purchaser in good faith. Hence, the rules on double sale are applicable.
Article 1544 of the Civil Code provides that when neither buyer registered the sale of the
properties with the registrar of deeds, the one who took prior possession of the
properties shall be the lawful owner thereof.
In this instance, petitioner delivered the properties to respondent when he executed the
notarized deed22 and handed over to respondent the keys to the properties. For this
reason, respondent took actual possession and exercised control thereof by making
repairs and improvements thereon. Clearly, the sale was perfected and consummated
on March 10, 1993. Thus, respondent became the lawful owner of the properties.
Nonetheless, while the condition as to the payment of the balance of the purchase price
was deemed fulfilled, respondent’s obligation to pay it subsisted. Otherwise, she would
be unjustly enriched at the expense of petitioner.
35
Atty. In Progress
Therefore, respondent must pay petitioner ₱684,500, the amount stated in the deed.
This is because the provisions, terms and conditions of the contract constitute the law
between the parties. Moreover, the deed itself provided that the assumption of
mortgage "was without any further cost whatsoever." Petitioner, on the other hand, must
deliver the certificates of title to respondent. We likewise affirm the award of damages.
WHEREFORE, the July 22, 2005 decision and November 11, 2005 resolution of the
Court of Appeals in CA-G.R. CV No. 59748 are
hereby AFFIRMED with MODIFICATION insofar as respondent Benita T. Ong is
ordered to pay petitioner Raymundo de Leon ₱684,500 representing the balance of the
purchase price as provided in their March 10, 1993 agreement.
Costs against petitioner.
SO ORDERED.
36
Atty. In Progress

S. Cases in Sales. Article 1458

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FIRST DIVISION

G.R. No. 182349, July 24, 2013

REMAN RECIO, Petitioner, v. HEIRS OF THE SPOUSES AGUEDO AND

This petition for review on certiorari1 under Rule 45 of the Rules of Court

Pending the return of service of summons to the Altamiranos, the petitioner

The Ruling of the RTC in Civil Case No. 97-0107

On August 23, 2005, the trial court rendered a decision,11 the dispositive

WHEREFORE, premises considered, judgment is hereby rendered in favor of

2. ordering the Register of Deeds of Lipa City to cancel Transfer Certificate of

3. directing the defendants Altamiranos to execute a Deed of Absolute Sale

The Ruling of the CA in CA-G.R. CV No. 86001

In its Decision13 dated November 29, 2007, the CA affirmed with

WHEREFORE, premises considered, the August 23, 2005 Decision of the

1) The complaint, as far as Adelaida Altam[i]rano, Catalina Altam[i]rano,

2) The contract of sale between Alejandro Altam[i]rano and Reman Recio

3) The Deed of Sale, dated February 26, 1998, between the Altam[i]ranos

4) Reman Recio is DECLARED a co-owner of the Spouses Lauro and

5) The damages awarded below to Reman Recio are AFFIRMED. No costs.

In précis, the CA found and ruled as follows:cralavvonlinelawlibrary

1) That the summons to Alejandro is not summons to the other Altamiranos

The petition has no merit.

Under Rule 45 of the Rules of Court, jurisdiction is generally limited to the

A valid contract of sale requires: (a) a meeting of minds of the parties to

In Alcantara v. Nido,25 the Court emphasized the requirement of an SPA

Articles 1874 and 1878 of the Civil Code explicitly

Art. 1878. Special powers of attorney are necessary in the following

(5) To enter into any contract by which the ownership of an immovable is

The petitioner’s contentions are untenable. Given the expressed requirement

In Woodchild Holdings, Inc. v. Roxas Electric and Construction Company,

The same Woodchild case stressed that apparent authority based on

WHEREFORE, the petition is DENIED. The Decision of the Court of Appeals

Republic of the Philippines

G.R. No. 200602 December 11, 2013

ACE FOODS, INC., Petitioner,

ACE Foods is a domestic corporation engaged in the trading and distribution of

TERMS : Thirty (30) days upon delivery

The RTC Ruling

Dissatisfied, MTCL elevated the matter on appeal. 25

The Issue Before the Court

The Court’s Ruling

The petition lacks merit.

A contract of sale may be absolute or conditional. (Emphasis supplied)

Corollary thereto, a contract of sale is classified as a consensual contract, which

In contrast, a contract to sell is defined as a bilateral contract whereby the prospective

WHEREFORE, the petition is DENIED. Accordingly, the Decision dated October 21,

G.R. No. 113564 June 20, 2001

The trial court ruled in favor of the petitioners, viz:

"WHEREFORE, judgment is hereby rendered in favor of the plaintiffs Vicente and

1. The amount of Two Hundred Eight Thousand Four Hundred Four

2. The amount of Twenty Thousand (P20,000.00) Pesos as attorney's fees and

"Even if there is failure to raise the affirmative defense of prescription in a motion

WHEREFORE the Motion For Reconsideration is granted. The judgment of this

Hence, this petition with the following assignment of errors:

The respondent Court of Appeals seriously erred in dismissing the complaint of

We uphold the respondent's contention.

The following provisions of the New Civil Code are apropos:

As this Court ruled in Engineering & Machinery Corporation v. Court of Appeals, et

"Defenses and objections not pleaded either in a motion to dismiss or in the

In Aldovino, et al. v. Alunan, et al.,20 the Court en banc reiterated the Garcia v.

Following the Gicano doctrine that allows dismissal of an action on the ground of

This Court's application of the Osorio and Gicano doctrines to the case at bar is

Republic of the Philippines

G.R. No. 52267 January 24, 1996