No. 20 Romulo A. Coronel, et al vs.

Court of Appeals
263SCRA15 G.R. No. 103577 October 7, 1996

Doctrine: Elements of Contract of Sale: Contract to Sell vs. Contract of Sale

Facts:

The case is about the sale of land in Roosvelt Avenue ,Quezon City by the vendor
Romulo Coronel to the vendees Conception Alcaraz and her daughter Ramona
Patricia Alcaraz. They agreed that upon the receipt of downpayment of Php50,000.00,
Romulo Coronel will immediately transfer the Certificate of Title and upon the the
transfer of the Certificate of Title Romulo will execute the Deed of Absolute Sale in
favor of Ramona Patricia Alcaraz and Conception Alcaraz with the promised that they
will immediately pay the whole remaining balance which is Php1,190,000.00. But,
instead of fulfilling what they have agreed, Coronel sold the subject property to a
third person named Catalina B. Mabanag for the amount of Php1,580,000.00. Catalina
made a downpayment of Php300,000.00. Romulo Coronel then cancelled and rescind
the contract against Conception Alcaraz and returned the amount Php50,00.00 by
depositing the amount under the bank account of Ramona Patricia Alcaraz and issued
a Deed of Absolute sale to the third party.
RTC favored the respondents and ordered that petitioners will execute an
Absolute Deed of Sale in respondents favor. CA affirmed the decision of the lower
court.

Issue:

Whether or not there was perfected Contract of Sale

Held:

Supreme Court held yes.

The Elements of a Contract of Sale; (a) consent or meeting of minds,that is,
consent to transfer in exchange for a price (b) determinate subject matter and © price
certain in money or its equivalent. It is a case of Contract of sale subject to a
suspensive condition in which consummation is subject only to the successful transfer
of the Certificate of Title from the name of petitioners’ father. Thus, the contract
became obligatory.
With regards to double sale,the rule that the first in time, stronger in right should
apply. The contention of the petitioner that he/she was a buyer in good faith because
the notice of lis pendens in the title was annotated after she bought the property is of
no merit. Moreover, double sale relevance and materiality is not the second buyer was
a buyer in good faith but whether or not said second buyer registers such second sale
in good faith, that is, without knowledge of any defect in the title of the property sold.
In a Contract to Sell, the prospective seller explicitely reserves the transfer of title
to the prospective buyer, meaning the prospective seller does not as yet agree or
consent to transfer ownership of the property subject of the contract to sell until the
happening of an event. Which for present purposes shall take as the full payment of
the purchase price. Upon the fulfillment of the suspensive condition which is the full
payment of the purchase price, the prospective seller’s obligation to sell the subject
property by entering into a contract of sale with the prospective buyer becomes
demandable.