Dee Hwa Liong Foundation Medical Center v.

Asiamed Supplies and Equipment

Corporation
G.R. No. 205638, August 23, 2017
Third Division, Leonen, J.

DOCTRINE: An absolute contract of sale is not subject to any conditions whatsoever, and the
transfer of title is upon the delivery of the thing sold.

FACTS:
Petitioner Dee Hwa Liong Foundation Medical Center (DHLFMC) and respondent
Asiamed Supplies and Equipment Corporation (Asiamed) entered into a Contract of Sale. This
Contract of Sale stated that DHLFMC agreed to purchase medical machines from Asiamed for
the price of P31,000,000.00. The payment is to be made no later than two working days upon
delivery of the equipment and prior to the installation of the same. Asiamed filed a
complaint against DHLFMC before the Regional Trial Court (RTC). Asiamed alleged that
DHLFMC agreed to pay the total purchase price of P31,000,000.00 no later than two days from
receiving the machines. Despite receiving the machines on May 20, 2003 and July 17, 2003,
DHLFMC refused to pay the total purchase price. DHLFMC alleged that the purchase of the
equipment was conditioned on the approval of a loan from Planters Development Bank (Planters
Bank). However, this loan was not approved.

The RTC rendered a decision finding that the parties had entered into a Contract of Sale
and that the pieces of equipment subjects of the contract were received by petitioners, who failed
to pay the balance of the contract. On appeal, the Court of Appeals (CA) affirmed the decision of
the RTC and held that the text of the Contract of Sale did not support the contention of the
petitioner that that the Contract of Sale had been rescinded because a loan from Planters Bank
was not approved.

ISSUE:
Was the contract of sale rescinded?

RULING:
No. The contract was not rescinded.

An absolute contract of sale is not subject to any conditions whatsoever, and the transfer
of title is upon the delivery of the thing sold.

In this case, the effectivity of the Contract of Sale executed by Dee Hwa Liong
Foundation Medical Center and Asiamed Supplies and Equipment did not depend on any alleged
loan application from Planters Bank. The disapproved loan from Planters Bank has no effect on
the Contract of Sale.

Thus, the contract was not rescinded.