EDCA PUBLISHING & DISTRIBUTINGCORP. vs.

THE SPOUSES LEONOR andGERARDO SANTOS, 184 SCRA

614 April26, 1990

FACTS:

A person identifying himself as Professor Jose Cruz placed an order by telephone with the petitioner
company for 406 books, payable on delivery.Herein petitioner prepared and deliveredthe same together
with an invoice. In turnCruz issued a personal check covering thepurchase price of P8,995.65. Cruz
thensold 120 of the books to privaterespondent Leonor Santos who, afterverifying the seller's
ownership from theinvoice he showed her, paid himP1,700.00. Petitioner made an inquirywith the De la
Salle College where Cruzhad claimed to be a dean. Petitioner wasinformed that there was no such
personin its employ. It was found out that Cruzhad no more account or deposit with thePhilippine
Amanah Bank, against whichhe had drawn the payment check. Withthe aid of policemen Cruz was
trapped.His real name is Tomas de la Peña. It wasfound out that 120 of the books he hadordered from
EDCA were sold to theprivate respondents. Petioner and thepolice went to

Santos’ store and seized

the subject books. The privaterespondents sued for recovery of thebooks after demand for their return
wasrejected by EDCA. The Municipal TrialCourt ruled in favour of privaterespondents, which was
sustained by theRegional Trial Court. The Court of Appealsaffirmed the same. Hence, this petition.The
petitioner argues that it was, becausethe impostor acquired no title to thebooks that he could have
validlytransferred to the private respondents. Itsreason is that as the payment checkbounced for lack of
funds, there was afailure of consideration that nullified thecontract of sale between it and Cruz.

ISSUE:

Whether or not petitioner hasbeen unlawfully deprived of the booksbecause the check issued by dela
Pena inpayment therefor which was dishonored.

HELD:

The contract of sale is consensual and is perfected once agreement isreached between the parties on
thesubject matter and the consideration.According to the Civil Code:ART. 1475. The contractof sale is
perfected at themoment there is a meetingof minds upon the thingwhich is the object of thecontract
and upon the price.From that moment, the parties mayreciprocally demand performance,subject to the
provisions of the lawgoverning the form of contracts.ART. 1477. Theownership of the thing soldshall be
transferred to thevendee upon the actual orconstructive deliverythereof.ART. 1478. The partiesmay
stipulate thatownership in the thing shallnot pass to the purchaseruntil he has fully paid theprice.It is
clear that ownership in the thing soldshall not pass to the buyer until fullpayment of the purchase price
only ifthere is a stipulation to that effect.
Otherwise, the rule is that suchownership shall pass from the vendor tothe vendee upon the actual
orconstructive delivery of the thing soldeven if the purchase price has not yetbeen paid. Non-payment
only creates aright to demand payment or to rescindthe contract, or to criminal prosecution inthe case
of bouncing checks. But absentthe stipulation above noted, delivery ofthe thing sold will effectively
transferownership to the buyer who can in turntransfer it to another. Actual delivery ofthe books having
been made, Cruzacquired ownership over the books whichhe could then validly transfer to theprivate
respondents. The fact that he hadnot yet paid for them to EDCA was amatter between him and EDCA
and didnot impair the title acquired by theprivate respondents to the books.Article 559 provides that
"the possessionof movable property acquired in goodfaith is equivalent to a title," thusdispensing with
further proof. LeonorSantos took care to ascertain first that thebooks belonged to Cruz before she
agreedto purchase them. The private respondentdid not have to go beyond that invoice tosatisfy herself
that the books beingoffered for sale by Cruz belonged to him;yet she did. Although the title of Cruz
waspresumed under Article 559 by his merepossession of the books, these beingmovable property,
Leonor Santosnevertheless demanded more proofbefore deciding to buy them. Petition isdenied