Pamplona v.

Moreto
G.R. No. L-33187, March 31, 1980

CASE BRIEF

Spouses Flaviano Moreto and Monica Maniega (died intestate on May 6, 1946 in
Calamba, Laguna) acquired adjacent lots Nos. 1495, 4545, and 1496 of the Calamba Friar Land
Estate, situated in Calamba, Laguna. They have six (6) children, namely, (1) Ursulo (died
intestate on May 24, 1959 with heirs Vivencio, Marcelo, Rosario, Victor, Paulina, Marta and
Eligio), (2) Marta (died also intestate on April 30, 1938 with heir Victoria Tuiza), (3) La Paz
(died intestate on July 17, 1954 with heirs Pablo, Severina, Lazaro, and Lorenzo, all surnamed
Mendoza), (4) Alipio (died intestate on June 30, 1943 with heir Josefina Moreto), (5) Pablo (died
intestate on April 25, 1942 leaving no issue and as his heirs his brother plaintiff Leandro), and
(6) Leandro. On July 30, 1952, Flaviano, without the consent of the heirs, and before any
liquidation of the conjugal partnership, executed in favor of Geminiano Pamplona, married to
defendant Apolonia Onte, the deed of absolute sale (Exh. "1") covering lot No. 1495 for
P900.00. Spouses Pamplona constructed their house on the eastern part of lot 1496 as Flaviano,
at the time of the sale, pointed to. Their son (Rafael) also built his house within lot 1496 about
one meter from its boundary with the adjoining lot. Both without knowledge that the subject
matter of their sale transaction was No. 1495 and not the alleged lot No. 1496. From 1956 to
1960, the spouses Pamplona enlarged their house and constructed a piggery corral at Lot 1496.
On 1956, Flaviano died intestate. In 1961, the plaintiffs demanded on the defendants to vacate
the lot on the ground that Flaviano Moreto had no right to sell the lot as the same belongs to the
conjugal partnership of Flaviano and his deceased wife and the latter was already dead when the
sale was executed without the consent of the plaintiffs who are the heirs of Monica. The spouses
Geminiano Pamplona and Apolonia Onte refused. The defendants claim that the sale made by
Flaviano Moreto in their favor is valid as the lot sold is registered in the name of Flaviano
Moreto and they are purchasers believing in good faith that the vendor was the sole owner of the
lot sold.

After a relocation of lots 1495, 1496 and 4545 made by agreement of the parties, it was
found out that there was mutual error between Flaviano Moreto and the defendants in the
execution of the deed of sale because while the said deed recited that the lot sold is lot No. 1495,
the real intention of the parties is that it was a portion consisting of 781 square meters of lot No.
1496 which was the subject matter of their sale transaction.

Lower Court: Transfer Certificate of Title No. (Lot No. 1495) and registered in the name
of spouses Pamplona is cancelled. Deed of absolute sale of the eastern portion of Lot 1496 (781
sq m) is null and void, with the plaintiff hereby declared as the rightful owners and entitled to its
possession. The remaining portion of Lot 1496 (390.5 sq m) defendants are declared lawful
owners and entitled to its possession and shall be entitled to a certificate of title covering said
portion and Transfer Certificate of Title No. 9843. The RTC decision was affirmed by the CA;
hence, this petition was instituted appealing the decision of the CA.

The issue is whether or not the petitioners are entitled to the full ownership of the property in
litigation, or only ½ of the same?
 The Supreme Court ruled yes, they are entitled to the full ownership of the property in
litigation. The Court ruled that at the time of the sale in 1952, the conjugal partnership was
already dissolved six years before and therefore, the estate became a co-ownership between
Flaviano, and the heirs of his deceased wife. 

Art. 493. Each co-owner shall have the full ownership of his part and of the fruits
and benefits pertaining thereto, and he may therefore alienate, assign or mortgage it, and
even substitute another person in its enjoyment, except when personal rights are involve.
But the effect of the alienation or the mortgage, with respect to the co-owners, shall be
limited to the portion which may be allotted to him in the division upon the termination of
the co-ownership. 

There was partial partition, the co-owner (Flaviano) as vendor pointed out its location and
even indicated the boundaries over which the fences were to be erected without objection.
Despite the fact that at the time of sale, there was no partition of the subject property between the
co-owners and Flaviano, as vendor, had ownership of an undetermined portion of the hereditary
estate which he had a perfect and legal right to dispose of to the Spouse Pamplona. And during
the period, both parties lived as neighbors, yet the heirs lifted no finger to question the
occupation, possession and ownership of the land purchased by the Pamplonas. The private
respondents are in estoppel by laches to claim half of the property, in dispute as null and void. 

According to Art. 776, the inheritance which private respondents may receive from
their deceased parents includes all the property, rights and obligations of a person which
are not extinguished by their parent’s death. In addition, under Art. 1311 of the NCC, the
contract of sale executed by Flaviano took effect between the parties, their assigns and
heirs which includes the private respondents; therefore, they must comply with said
obligation. The petition is affirmed with modification with respect to the fact that the sale
executed in favor of Spouses Pamplona is legal and valid in its entirety
 DEL CAMPO V. CA

CASE BRIEF

When land is co-owned by two parties, but the co-ownership is terminated, Article 448 governs
in case real property (like a house) encroaches the land of another. This is provided that good
faith exists. The case involves two friendly parties who are co-owners of a corner lot at Flores
and Cavan Streets in Cebu City. Plaintiff owns 2/3 of the lot and Defendant owns 1/3 of the
same. The total size of the lot is 45 square meters (which is about the size of a typical Starbux
café). Later on, the two parties decided to divide the co-owned property into two lots. 30 square
meters went to the plaintiffs and 15 square meters went to the defendants. From the sketch plan,
both parties discovered that the house of the defendants occupied a portion of the plaintiff’s
adjacent lot, eating 5 sqm of it. The parties then requested the trial court to adjudicate who
should take possession of the encroached 5 sqm. The trial court ruled that Art 448 does not
apply. The owner of the land on which anything has been built, sown or planted in good faith,
shall have the right to appropriate as his own the works, sowing or planting, after payment of the
indemnity provided for in Articles 546 and 548, or to oblige the one who built or planted to pay
the price of the land, and the one who sowed, the proper rent.

However, the builder or planter cannot be obliged to buy the land if its value is considerably
more than that of the building or trees. In such case, he shall pay reasonable rent, if the owner of
the land does not choose to appropriate the building or trees after proper indemnity. The parties
shall agree upon the terms of the lease and in case of disagreement, the court shall fix the terms
thereof. Since art 448 does not apply, the Plaintiff cannot be obliged to pay for the portion of
defendant’s house that entered into the 30 sqm lot, AND Defendant cannot be obliged to pay for
the price of the 5 sqm their house occupied. Why? The RTC believed the rules of co-ownership
should govern, and not that of accession. RTC then assigned the full 30sqm to Plaintiff and
ordered Defendants to demolish the 5sqm part of their house encroaching the 30sqm lot of the
Plaintiffs. Defendants where aghast at having to axe the family home, hence they appealed. CA
affirmed the decision. So we have the SC coming to the rescue.

Whether or not, the rules of accession applies (and not coownership) on property that used to be
co-owned, but was subdivided.

The Supreme Court ruled that accession applies because co-ownership was terminated upon the
partitioning of the lot. Art 448 therefore governs. The house of Defendant overlapped that of
Plaintiff, but this was built on good faith. Hence, the plaintiffs have the right to choose one of
two options
HOMEOWNERS SAVINGS & LOAN BANK vs. MIGUELA C. DAILO, G.R. No. 153802

CASE BRIEF

Miguela Dailo and Marcelino Dailo, Jr were married on August 8, 1967. During their marriage
the spouses purchased a house and lot situated at San Pablo City from a certain Dalida. The
subject property was declared for tax assessment purposes The Deed of Absolute Sale, however,
was executed only in favor of the late Marcelino Dailo, Jr. as vendee thereof to the exclusion of
his wife. Marcelino Dailo, Jr. executed a Special Power of Attorney (SPA) in favor of one
Gesmundo, authorizing the latter to obtain a loan from petitioner Homeowners Savings and Loan
Bank to be secured by the spouses Dailo’s house and lot in San Pablo City. Pursuant to the SPA,
Gesmundo obtained a loan from petitioner. As security therefor, Gesmundo executed on the
same day a Real Estate Mortgage constituted on the subject property in favor of petitioner. The
abovementioned transactions, including the execution of the SPA in favor of Gesmundo, took
place without the knowledge and consent of respondent.[

Upon maturity, the loan remained outstanding. As a result, petitioner instituted extrajudicial
foreclosure proceedings on the mortgaged property. After the extrajudicial sale thereof, a
Certificate of Sale was issued in favor of petitioner as the highest bidder. After the lapse of one
year without the property being redeemed, petitioner consolidated the ownership thereof by
executing an Affidavit of Consolidation of Ownership and a Deed of Absolute Sale.

In the meantime, Marcelino Dailo, Jr. died. In one of her visits to the subject property, Miguela
learned that petitioner had already employed a certain Brion to clean its premises and that her
car, a Ford sedan, was razed because Brion allowed a boy to play with fire within the premises.

Claiming that she had no knowledge of the mortgage constituted on the subject property, which
was conjugal in nature, respondent instituted with the RTC San Pablo City a Civil Case for
Nullity of Real Estate Mortgage and Certificate of Sale, Affidavit of Consolidation of
Ownership, Deed of Sale, Reconveyance with Prayer for Preliminary Injunction and Damages
against petitioner. In the latter’s Answer with Counterclaim, petitioner prayed for the dismissal
of the complaint on the ground that the property in question was the exclusive property of the
late Marcelino Dailo, Jr.

After trial on the merits, the trial court rendered a Decision declaring the said documents null and
void and further ordered the defendant is ordered to reconvey the property subject of this
complaint to the plaintiff, to pay the plaintiff the sum representing the value of the car which
was burned, the attorney’s fees, moral and exemplary damages.

The appellate court affirmed the trial court’s Decision, but deleted the award for damages and
attorney’s fees for lack of basis. Hence, this petition

The issues are whether or not , the mortgage constituted by the late Marcelino Dailo, Jr. on the
subject property as co-owner thereof is valid as to his undivided share and whether or not, the
conjugal partnership is liable for the payment of the loan obtained by the late Marcelino Dailoo,
Jr. the same having redounded to the benefit of the family.

The Supreme Court denied the petition.

Article 124 of the Family Code provides in part:

ART. 124. The administration and enjoyment of the conjugal partnership property shall belong
to both spouses jointly.
In the event that one spouse is incapacitated or otherwise unable to participate in the
administration of the conjugal properties, the other spouse may assume sole powers of
administration. These powers do not include the powers of disposition or encumbrance which
must have the authority of the court or the written consent of the other spouse. In the absence of
such authority or consent, the disposition or encumbrance shall be void.

In applying Article 124 of the Family Code, this Court declared that the absence of the consent
of one renders the entire sale null and void, including the portion of the conjugal property
pertaining to the husband who contracted the sale.

Respondent and the late Marcelino. were married on August 8, 1967. In the absence of a
marriage settlement, the system of relative community or conjugal partnership of gains governed
the property relations between respondent and her late husband. With the effectivity of the
Family Code on August 3, 1988, Chapter 4 on Conjugal Partnership of Gains in the Family Code
was made applicable to conjugal partnership of gains already established before its effectivity
unless vested rights have already been acquired under the Civil Code or other laws.

The rules on co-ownership do not even apply to the property relations of respondent and the late
Marcelino even in a suppletory manner. The regime of conjugal partnership of gains is a special
type of partnership, where the husband and wife place in a common fund the proceeds, products,
fruits and income from their separate properties and those acquired by either or both spouses
through their efforts or by chance. Unlike the absolute community of property wherein the rules
on co-ownership apply in a suppletory manner, the conjugal partnership shall be governed by the
rules on contract of partnership in all that is not in conflict with what is expressly determined in
the chapter (on conjugal partnership of gains) or by the spouses in their marriage settlements.
Thus, the property relations of respondent and her late husband shall be governed, foremost, by
Chapter 4 on Conjugal Partnership of Gains of the Family Code and, suppletorily, by the rules on
partnership under the Civil Code. In case of conflict, the former prevails because the Civil Code
provisions on partnership apply only when the Family Code is silent on the matter.

The basic and established fact is that during his lifetime, without the knowledge and consent of
his wife, Marcelino constituted a real estate mortgage on the subject property, which formed part
of their conjugal partnership. By express provision of Article 124 of the Family Code, in the
absence of (court) authority or written consent of the other spouse, any disposition or
encumbrance of the conjugal property shall be void.

The aforequoted provision does not qualify with respect to the share of the spouse who makes
the disposition or encumbrance in the same manner that the rule on co-ownership under Article
493 of the Civil Code does. Where the law does not distinguish, courts should not distinguish.
Thus, both the trial court and the appellate court are correct in declaring the nullity of the real
estate mortgage on the subject property for lack of respondent’s consent.

The Supreme Court also ruled that conjugal partnership is not liable for the payment of the loan
that Under Article 121 of the Family Code, “[T]he conjugal partnership shall be liable for: . . .

(1) Debts and obligations contracted by either spouse without the consent of the other to the
extent that the family may have been benefited;

Certainly, to make a conjugal partnership respond for a liability that should appertain to the
husband alone is to defeat and frustrate the avowed objective of the new Civil Code to show the
utmost concern for the solidarity and well-being of the family as a unit.

The burden of proof that the debt was contracted for the benefit of the conjugal partnership of
gains lies with the creditor-party litigant claiming as such. Ei incumbit probatio qui dicit, non qui
negat (he who asserts, not he who denies, must prove). Petitioner’s sweeping conclusion that the
loan obtained by the late Marcelino to finance the construction of housing units without a doubt
redounded to the benefit of his family, without adducing adequate proof, does not persuade this
Court. Consequently, the conjugal partnership cannot be held liable for the payment of the
principal obligation.

In addition, a perusal of the records of the case reveals that during the trial, petitioner vigorously
asserted that the subject property was the exclusive property of the late Marcelino Dailo, Jr.
Nowhere in the answer filed with the trial court was it alleged that the proceeds of the loan
redounded to the benefit of the family. Even on appeal, petitioner never claimed that the family
benefited from the proceeds of the loan. When a party adopts a certain theory in the court below,
he will not be permitted to change his theory on appeal, for to permit him to do so would not
only be unfair to the other party but it would also be offensive to the basic rules of fair play,
justice and due process. A party may change his legal theory on appeal only when the factual
bases thereof would not require presentation of any further evidence by the adverse party in
order to enable it to properly meet the issue raised in the new theory.

CORONEL v. IAC (G.R. No. 70191)

October 29, 1987

CASE BRIEF

Rodolfo Coronel filed a complaint for recovery of possession of a parcel of land registered under his
name. The complaint was filed against the private respondents before the Court of First Instance of
Cavite. Coronel alleged in his complaint that at the time he purchased the parcel of land, the private
respondents were already occupying a portion of the land as “tenants at will” and that despite demands to
vacate the premises, the respondents failed and refused to move out of the land.

In their Answer, the respondents denied that Coronel was the owner of the whole parcel of land and
alleged that the lots occupied by them form part of an undivided share of Brigido Merlan and Jose
Merlan, respondents, which they inherited from their deceased father, one of the three heirs of Bernabela
Lontoc, the original owner of lot 1950-A of the estate; that the Merlan brothers never sold their share to
anybody; that Coronel’s claim of ownership of the whole parcel of land is fraudulent, void, and without
effect; and that the other defendants were legitimate tenants.

In their Third-Party Complaint, the defendants charged that the third-party defendants, owners of the
remaining portion of Lot No. 1950-A, defrauded them when they sold the entire parcel. Third-Party
Defendants Marcelo Novelo, Paz Anuat Daniel Anuat and Rosario Cailao, the defendants' co-owners of
Lot No. 1950-A, denied that they had something to do with the fraudulent acts or illegal machinations
which deprived the defendants of their share in the subject parcel of land, and that what they sold was
only their 2/3 undivided shares in said parcel.

Lower court ruled in favor of the defendants and on appeal, the lower court's decision was affirmed with
modification by the then IAC.

The issue is that whether or not the claim of private respondents to the land in question is barred by the
statute of limitation or by estoppel by laches?

The Supreme Court ruled in dispute in the instant case is the 2/8 share of Bernabela Lontoc which is
equivalent to 12,189 square meter of the 48,755 square meter lot of the Naic Estate. When Lontoc died in
1945, she was survived by three sets of heirs: 1) Bernardino Merlan; 2) Jose Merlan and Brigido Merlan;
and 3) Daniel Anuat and Paz Anuat. In 1950, Bernardino Merlan, Daniel Anuat and Paz Anuat sold their
2/3 undivided portion of the lot to spouses Ignacio Manalo and Marcela Nobelo. Sometime in 1970,
Ignacio Manalo sold his interest in Lot 1950-A to Mariano Manalo.

Considering these facts, it is evident that the private respondents never sold their 1/3 share over Lot No.
1950-A of the Naic Estate; and that what their co-owners sold to Ignacio Manalo was their 2/3 share of
the same lot. Moreover, private respondents Brigido Merlan and Jose Merlan were in open, peaceful and
adverse possession of their 1/3 share over the lot even after 1950 when the first sale of the lot took place.
The first time they knew about Coronel's claim over the whole lot was when they were served a copy of
his complaint in 1975.
The petitioner contends that the claim of the private respondents over their 1/3 undivided portion of Lot
No. 1950-A 25 years after the registration of the deed of sale in favor of Ignacio Manalo in 1950 and
more than five (5) years after the registration of the deed of sale in favor of Mariano Manalo is barred by
prescription or laches. According to him, there was undue delay on the part of the private respondents to
claim their 1/3 portion of Lot No. 1950-A of the Naic Estate and that the action for annulment should
have been brought within four (4) years (Art. 1391, New Civil Code) counted from the date of the
registration of the instrument.

The counterclaim of the private respondents which was in effect a reconveyance to them of their 1/3
undivided share over lot No. 1950-A has not prescribed. As lawful possessors and owners of the lot in
question their cause of action falls within the settled jurisprudence that an action to quiet title to property-
in one's possession is imprescriptible, Their undisturbed possession over a period of more than 25 years
gave them a continuing right to seek the aid of a court of equity to determine the nature of the adverse
claim of a third party and the effect of his own title.

It was only at that time that, the statutory period of prescription may be said to have commenced to run
against them. In the same manner, there is no bar based on laches to assert their right over 1/3 of the
disputed property. "Laches has been defined as the failure or neglect, for an unreasonable and
unexplained length of time, to do that which by exercising due diligence could or should have been done
earlier; it is negligence or omission to assert a right within a reasonable time, warranting a presumption
that the party entitled to assert it either has abandoned it or declined to assert it.

The facts of the case show that the private respondents have always been in peaceful possession of the 1/3
portion of the subject lot, exercising ownership thereto for more than 25 years disrupted only in 1975
when the petitioner tried to remove them by virtue of his torrens title covering the entire Lot 1950-A of
the Naic Estate. It was only at this point that private respondents knew about the supposed sale of their
1/3 portion of Lot 1950-A of the Naic Estate and they immediately resisted.
 CEBU WINLAND DEVELOPMENT CORPORATION v. ONG SIAO HUA, GR No.
173215, 2009-05-21

Cebu Winland Development Corporation, is the owner and developer of a condominium project
called the Cebu Winland Tower Condominium located in Juana Osmeña Extension, Cebu City.
Ong Siao Hua, is a buyer of two condominium units and four parking slots from petitioner.

Sometime before January 6, 1995 while the Cebu Winland Tower Condominium was under
construction, petitioner offered to sell to respondent condominium units at promotional prices,
petitioner offered a 3% discount provided 30% of the purchase price is... paid as down payment
and the balance paid in 24 equal monthly instalments. Respondent accepted the offer of
petitioner and bought two condominium units designated as Unit Nos. 2405 and 2406, as well as
four parking slots. Respondent, therefore, paid... down payment and issued 24 post dated.
checks... for the balance of the purchase price. The parties did not execute any written document
setting forth the said transaction. On October 10, 1996, possession of the subject properties was
turned over to respondent. After the purchase price was fully paid with the last check dated
January 31, 1997, respondent requested petitioner for the condominium certificates of title
evidencing ownership of the units. Petitioner then sent to respondent, for the latter's signature,
documents denominated... as Deeds of Absolute Sale for the two condominium units.

Upon examination of the deed of absolute sale, respondent was distressed to find that the stated
floor area is only 127 square meters contrary to the area indicated in the price list which was 155
square meters.

Respondent caused a verification survey of the said condominium units and discovered that the
actual area is only 110 square meters per unit.

Respondent demanded from petitioner to refund the amount... representing excess payments for
the difference in the area

Petitioner refused to refund the said amount to respondent. Consequently, respondent filed a
Complaint[7] on August 7, 1998 in the Regional Office of the Housing and Land Use Regulatory
Board (HLURB) in Cebu City, praying for the refund the Housing and Land Use Arbiter (the
Arbiter) rendered a Decision[8] dismissing the complaint. The Arbiter found petitioner not guilty
of misrepresentation. Respondent filed a Petition for Review of said decision with the Board of
Commissioners of the HLURB... the Board rendered its Decision[13] dated June 8, 2004
affirming the Arbiter's finding that respondent's action had already prescribed. However, the
Board found that there was a mistake regarding the object of the sale constituting a... ground for
rescission based on Articles 1330 and 1331[14] of the Civil Code. Petitioner filed an appeal to
the Office of the President arguing that the Board erred in granting relief to respondent
considering that the latter's action had already prescribed.The Office of the President... rendered
a Decision[16] finding that respondent's action had already prescribed pursuant to Article 1543
of the Civil Code. Motion for Reconsideration but the same was denied by the Office of the
President. On February 14, 2006, the Court of Appeals rendered the assailed Decision finding
that respondent's action has not prescribed. Petitioner argues that it delivered possession of the
subject properties to respondent on October 10, 1996, hence, respondent's action filed on August
7, 1998 has already prescribed. Respondent, on the one hand, contends that his action has not
prescribed because the prescriptive period has not begun to run as the same must be reckoned
from the execution of the deeds of sale which has not yet been done.

The issue is whether or not, respondent's action has prescribed pursuant to Article 1543, in
relation to Articles 1539 and 1542 of the Civil Code... whether the sale in the case at bar is one
made with a statement of its area or at the rate of a certain price for a unit of measure and not for
a lump sum.

The Supreme Court ruled that under the Civil Code, the vendor is bound to transfer the
ownership of and deliver the thing which is... the object of the sale. The pertinent provisions of
the Civil Code on the obligation of the vendor to deliver the object of the sale provide:

ARTICLE 1495. The vendor is bound to transfer the ownership of and deliver, as well as warrant
the thing which is the object of the sale. (1461a)

ARTICLE 1496. The ownership of the thing sold is acquired by the vendee from the moment it
is delivered to him in any of the ways specified in Articles 1497 to 1501, or in any other manner
signifying an agreement that the possession is transferred from the vendor to the vendee.(n)

ARTICLE 1497. The thing sold shall be understood as delivered, when it is placed in the control
and possession of the vendee. (1462a)

ARTICLE 1498. When the sale is made through a public instrument, the execution thereof shall
be equivalent to the delivery of the thing which is the object of the contract, if from the deed the
contrary does not appear or cannot clearly be inferred.

Under the Civil Code, ownership does not pass by mere stipulation but only by delivery.

Manresa explains, "the delivery of the thing . . . signifies that title has passed from the seller to
the buyer."[23]

According to Tolentino, the purpose of delivery is not only for the enjoyment of the thing but
also a mode of acquiring dominion and determines the transmission of ownership, the birth of the
real right. The delivery under any of the forms provided by Articles 1497 to 1505... of the Civil
Code signifies that the transmission of ownership from vendor to vendee has taken place.[

Article 1497 above contemplates what is known as real or actual delivery, when the thing sold is
placed in the control and possession of the vendee. Article 1498, on the one hand, refers to
symbolic delivery by the execution of a public instrument. It should be... noted, however, that
Article 1498 does not say that the execution of the deed provides a conclusive presumption of the
delivery of possession. It confines itself to providing that the execution thereof is equivalent to
delivery, which means that the presumption therein can... be rebutted by means of clear and
convincing evidence. Thus, the presumptive delivery by the execution of a public instrument can
be negated by the failure of the vendee to take actual possession of the land sold.[25]

In Equatorial Realty Development, Inc. v. Mayfair Theater, Inc.,[26] the concept of "delivery"
was explained as follows:

Delivery has been described as a composite act, a thing in which both parties must join and the
minds of both parties concur. It is an act by which one party parts with the title to and the
possession of the property, and the other acquires the right to and the... possession of the same.
In its natural sense, delivery means something in addition to the delivery of property or title; it
means transfer of possession. In the Law on Sales, delivery may be either actual or constructive,
but both forms of delivery contemplate "the... absolute giving up of the control and custody of
the property on the part of the vendor, and the assumption of the same by the vendee." (Emphasis
supplied). In light of the foregoing, "delivery" as used in the Law on Sales refers to the
concurrent transfer of two things: (1) possession and (2) ownership. This is the rationale behind
the jurisprudential doctrine that presumptive delivery via execution of a... public instrument is
negated by the reality that the vendee actually failed to obtain material possession of the land
subject of the sale.[27] In the same vein, if the vendee is placed in actual possession of the
property, but by agreement of the... parties ownership of the same is retained by the vendor until
the vendee has fully paid the price, the mere transfer of the possession of the property subject of
the sale is not the "delivery" contemplated in the Law on Sales or as used in Article 1543 of the
Civil Code.

In the case at bar, it appears that respondent was already placed in possession of the subject
properties. However, it is crystal clear that the deeds of absolute sale were still to be executed by
the parties upon payment of the last installment. This fact shows that... ownership of the said
properties was withheld by petitioner. Following case law, it is evident that the parties did not
intend to immediately transfer ownership of the subject properties until full payment and the
execution of the deeds of absolute sale.[28] Consequently, there is no "delivery" to speak of in
this case since what was transferred was possession only and not ownership of the subject
properties.

We, therefore, hold that the transfer of possession of the subject properties on October 10, 1996
to respondent cannot be considered as "delivery" within the purview of Article 1543 of the Civil
Code. It follows that since there has been no transfer of ownership of the subject... properties
since the deeds of absolute sale have not yet been executed by the parties, the action filed by
respondent has not prescribed.

Article 1539 provides that "If the sale of real estate should be made with a statement of its... area,
at the rate of a certain price for a unit of measure or number, the vendor shall be obliged to
deliver to the vendee...all that may have been stated in the contract; but, should this be not
possible, the vendee may choose between a proportional reduction of the price and... the
rescission of the contract...." Article 1542, on the one hand, provides that "In the sale of real
estate, made for a lump sum and not at the rate of a certain sum for a unit of measure or number,
there shall be no increase or decrease of the price, although there be a... greater or lesser area or
number than that stated in the contract."

The distinction between Article 1539 and Article 1542 was explained by Manresa[29] as
follows:

If the sale was made for a price per unit of measure or number, the consideration of the contract
with respect to the vendee, is the number of such units, or, if you wish, the thing purchased as
determined by the stipulated number of units. But if, on the other... hand, the sale was made for a
lump sum, the consideration of the contract is the object sold, independently of its number or
measure, the thing as determined by the stipulated boundaries, which has been called in law a
determinate object.

This difference in consideration between the two cases implies a distinct regulation of the
obligation to deliver the object, because, for an acquittance delivery must be made in accordance
with the agreement of the parties, and the performance of the agreement must show the...
confirmation, in fact, of the consideration which induces each of the parties to enter into the
contract.

In some instances, a sale of an immovable may be made for a lump sum and not at a rate per
unit. The parties agree on a stated purchase price for an immovable the area of which may be
declared based on an estimate or where both the area and boundaries are... stated.
In the case where the area of the immovable is stated in the contract based on an estimate, the
actual area delivered may not measure up exactly with the area stated in the contract. According
to Article 1542 of the Civil Code, in the sale of real estate, made for a lump sum and... not at the
rate of a certain sum for a unit of measure or number, there shall be no increase or decrease of
the price although there be a greater or lesser area or number than that stated in the contract.
However, the discrepancy must not be substantial. A vendee of land, when... sold in gross or
with the description "more or less" with reference to its area, does not thereby ipso facto take all
risk of quantity in the land. The use of "more or less" or similar words in designating quantity
covers only a reasonable excess or deficiency.

Where both the area and the boundaries of the immovable are declared, the area covered within
the boundaries of the immovable prevails over the stated area. In cases of conflict between areas
and boundaries, it is the latter which should prevail. What really defines a piece of... ground is
not the area, calculated with more or less certainty, mentioned in its description, but the
boundaries therein laid down, as enclosing the land and indicating its limits. In a contract of sale
of land in a mass, it is well established that the specific boundaries... stated in the contract must
control over any statement with respect to the area contained within its boundaries. It is not of
vital consequence that a deed or contract of sale of land should disclose the area with
mathematical accuracy. It is sufficient if its extent is... objectively indicated with sufficient
precision to enable one to identify it. An error as to the superficial area is immaterial. Thus, the
obligation of the vendor is to deliver everything within the boundaries, inasmuch as it is the
entirety thereof that distinguishes the... determinate object.

In the case at bar, it is undisputed by the parties that the purchase price of the subject properties
was computed based on the price list prepared by petitioner, or P22,378.95 per square meter.
Clearly, the parties agreed on a sale at a rate of a certain price per unit of... measure and not one
for a lump sum. Hence, it is Article 1539 and not Article 1542 which is the applicable law.
Accordingly, respondent is entitled to the relief afforded to him under Article 1539, that is, either
a proportional reduction of the price or the rescission of... the contract, at his option.