ART.

1614
Each one of the co-owners of an undivided
immovable who may have sold his share
separately, may independently exercise the
right of repurchase as regards his own share,
and the vendee cannot compel him to
redeem the whole property. (1516

1
RULE WHEN CO-OWNERS SELL THEIR SHARES
SEPARATELY (ARTICLE 1614)

although it is the policy of the law to avoid

division, it would be unjust, if the sale was made
separately and indecently, to require the co-owners
to come to an agreement with regard to the
repurchase of the thing sold, and certainly, it would
be worse to deprive them of their right in case they
fail to agree. The very purpose of the article is to
prevent such injustice.

2
Redemption in separate sales by co-owners
of undivided immovable.
Although it is the policy of the law to avoid
indivision, it would be unjust, if the sale was made
separately and independently, to require the co-
owners to come to an agreement with regard to the
repurchase of the thing sold, and certainly, it would
be worse to deprive them of their right in case they
fail to agree.
The very purpose of the article is to prevent such
injustice. (10 Manresa 332.)

3
EXAMPLE:
In the preceding example, if A, B, and C sold
their respective shares to D with the right of
repurchase in separate instruments and at
different dates, each one of them may exercise
his right independently of the others and D
cannot compel him to redeem the whole
property.

4
 ART. 1615
If the vendee should leave several heirs, the action for
redemption cannot be brought against each of them
except for his own share, whether the thing be undivided,
or it has been partitioned among them. But if the
inheritance has been divided, and the thing sold has been
awarded to one of the heirs, the action for redemption
may be instituted against him for the whole. (1517)

5
Redemption against heirs of
vendee

The vendor a retro can exercise the right to redeem

against the heirs of the vendee a retro with respect only
to their respective shares, whether the thing be
undivided or it has been partitioned among them.
However, if by partition the entire property has been
adjudicated to one of the heirs, the vendor can exercise
the right to redeem against said heir for the whole.

6
EXAMPLE
A sold his parcel of land to B with a right to
repurchase. Then B died leaving C, D, and E, his
children, as heirs.

In this case, the right of redemption by A is against

each of the heirs only for his respective share or for
one-third of the property.

If the property has been awarded to C by partition,

then the action for redemption may be instituted
against him for the entire property.

7
 ART. 1616
The vendor cannot avail himself of the right of
repurchase without returning to the vendee the
price of the sale, and in addition:
(1)The expenses of the contract, and any other
legitimate payments made by reason of the
sale;
(2)The necessary and useful expenses made on
the thing sold. (1518)

8
Obligation of vendor a retro in
case of redemption.
Article 1616 defines the obligations of the vendor who desires to exercise his right
of repurchase. (see Gargallo vs. Duero, 1 SCRA 134 [1961].) He must return to
the vendee a retro:
(1) The price. — The law speaks of “price of the sale” and not the value of the
thing. It is lawful, however, for the parties to agree that the price to be returned
will be more or less than the original sum paid by the vendee (10 Manresa
338-339.);
(2) Expenses of contract and other legitimate expenses. — If the expenses for
the execution and registration of the sale were paid by the vendee, the same
shall be reimbursed by the vendor. (see Art. 1497.) But they need not be paid
at the very time of the exercise of the right since they are unknown amounts.
They may be paid later. The same is true of necessary and useful expenses
(Decision of Supreme Court of Spain, Dec. 31, 1897; 10 Manresa 338.); and
(3) Necessary and useful expenses. — The first are expenses incurred for the
preservation of the thing or those which seek to prevent the waste,
deterioration or loss of the thing, while the second are which increase the
value of the thing or create improvements thereon, such as a house.
9
(a) The necessary expenses which must be repaid
to the vendee are not those which are ordinary
and simple expenses of preservation because
these expenses are incident to the enjoyment
of the thing and should be borne by the
vendee. (10 Manresa 339-342.)
(b) Useful expenses are refunded to the vendee a
retro because he is considered a possessor in
good faith. (Art. 546, par. 2.)
(c) The vendor a retro is given no option to require
the vendee a retro to remove the useful
improvements on the land subject of the sale a
retro, unlike that granted the owner of a land
under Articles 546 and 54713 of the Civil Code

10
(d) The vendor a retro must pay for the useful improvements introduced by
the vendee a retro; otherwise, the latter may retain possession of the land
until reimbursement is made. (Gargollo vs. Duero, 1 SCRA 1311 [1961].) It
has been held, however, that considering the purpose of the law on
homesteads (Public Land Act, C.A. No. 141, as amended.), which is to
conserve ownership in the hands of the home steader and his family, Article
1616 should be construed in conjunction with Articles 546 and 547.To allow
a vendee a retro of a homestead the right of retention until payment of
useful expenses is made by the redemptioner would be to render nugatory
the right of repurchase granted by law to a homesteader because all a
vendor a retro can do to prevent repurchase is to build something on the
homestead beyond the capacity to pay of the homesteader who seeks to
repurchase. (Calagan vs. CFI of Davao, 95 SCRA 498 [1980].)

(e) The payment of land tax has been as neither necessary nor useful. It is
a charge against the property. The object of the land tax is to contribute to
the expenses of the government in the protection of the vendee’s right as
owner and it is but just that he should bear said charges. (Cabigao vs.
Valencia, 53 Phil. 646 [1929].) Taxes on the property may be considered
necessary expenses in the sense that if they are not paid, the property may
be sold for tax delinquency or forfeited to the government.

11
ILLUSTRATIVE CASE
Property subject to right of repurchase was embargoed by the government and vendor a
retro redeemed the property from the government and not from vendee a retro who
subsequently sold the property.

Facts:
S sold in December, 1897 to B a property with right to repurchase within six (6) months. S was not
able to effect the repurchase in May, 1898 by reason of the fact that B was absent from his place
of residence on account of the war. About that time the revolution broke out and the property was
seized by the revolutionary government from B. The property was redeemed by S from said
government in November, 1898. Subsequently, B sold the property to C. S brought action against
C to recover the property.

Issue:
Was the sale made by the revolutionary government to S valid, with the result that B had no right
to transfer to C the property in question?

Held:
No. What S did was to attempt to reacquire the ownership of the property transferred to B from a
third person to whom the property had not been transferred by B in any man ner whatsoever.
Therefore, the payment made by S to the revolutionary government which should have been
made to B in order to redeem the property, could not have extinguished the obligation incurred by
him in favor of the latter. (Panganiban vs. Cuevas, 7 Phil. 477 [1907].)
12
Offer to redeem and tender of
payment generally required.
(1) Offer to redeem must be bona fide. — The mere declaration of the vendor of his intention to
exercise the right of repurchase is not sufficient to preserve the right of redemption. The law
requires that the offer must be a bona fide one and accompanied by an actual and simultaneous
tender of payment or consignation of the full amount agreed upon for repurchase. (see Torrijos
vs. Crisologo, 6 SCRA 1984 [1962]; Catangcatang vs. Legayada, 84 SCRA 51 [1978].) Thus, the
mere sending of letters by the vendor expressing his desire to repurchase without an
accompanying tender of the redemption price falls short of the requirement of the law. (Uy Lee vs.
Court of Appeals, 68 SCRA 196 [1975]; see State Investment House, Inc. vs. Court of Appeals,
215 SCRA 734 [1992].)
(2) When tender of payment not necessary. — Neither is it necessary to tender payment of the
repurchase price if the vendee has already flatly refused to reconvey. (Gonzaga vs. Go, 69 Phil.
778 [1940]; Catalan vs. Rivera, [C.A.] 45 O.G. 4538; Torrijos vs. Crisologo, supra; Lafont vs.
Pascasio, 5 Phil. 391 [1905]; Fructo vs. Fuentes, 15 Phil. 362 [1910].) This rule is premised on
the ground that under such circumstance the vendee will also refuse the tender of payment. (Uy
Lee vs. Court of Appeals, 68 SCRA 196 [1975].) Where the vendor a retro had consigned or
deposited in court the redemption price when the action was filed, prior tender could be excused.
(see De la Cruz vs. Marcelino, 84 Phil. 709 [1949]; Torio vs. Del Rosario, 93 Phil. 800 [1953];
Torrijos vs. Crisologo, supra.)

If the tender is made after the period of repurchase has expired, its acceptance would amount only to
a promise to sell on the part of the vendee because the right of repurchase having expired, there was
no more right that could have been preserved. (Tan Queto vs. Vda. de Maquiling, 2 C.A. Rep. 150.)
13
Consignation of price generally
not required.
It is not a legal requisite for the vendor to make a consignation or judicial deposit of the price if the offer or
tender is refused. (Canuto vs. Mariano, 37 Phil. 849 [1918]; see Rumbaoa vs. Arzaga, 84 Phil. 812 [1949].)
He is not a debtor. He has a right, not an obligation, to repurchase. (Villegas vs. Capistrano, 9 Phil. 416
[1907].) It is enough that a sincere and genuine tender of payment is made and refused, although
consignation may serve to provide additional security for the vendor and to indicate the veracity of his
desire to exercise the right of repurchase. (Legaspi vs. Court of Appeals, 142 SCRA 82 [1986].)

(1) Where right of repurchase judicially declared. — Where the right of the vendor a retro to repurchase
had been judicially declared to exist, the effect of the judgment is to definitely fix the relation of the
vendor a retro and the vendee a retro, as that of debtor and creditor, respectively, in the amount and
within the period fixed in the judgment. Should the vendee (creditor) refuse to accept the amount of the
redemption price offered, the vendor (debtor) must deposit it in court. (Torrijos vs. Crisologo, supra.)
(2) In case of absence of the vendee a retro. — In such case, the right of redemption may still be
exercised as a vendor who decides to redeem a property sold with pacto de retro, in a sense, stands as
the debtor and the vendee as the creditor of the purchase price. The vendor can and should exercise
his right of redemption against the vendee by filing a suit against him and making a consignation with
the court of the amount due for redemption (Catangcatang vs. Legayada, supra; Rivero vs. Rivero, 80
Phil. 802 [1948].), not that deposit or consignation is legally essential to preserve his reserved right of
redemption but because he should be regarded as having done that which should have been done to
terminate the right of the vendee over the property where the redemption price is already due and
payable. (Rumbaoa vs. Arzaga, supra; see Legaspi vs. Court of Appeals, supra.)

14
END OF 1614-1616
 ART. 1652
The sublessee is subsidiarily liable to the lessor for
any rent due from the lessee. However, the sublessee
shall not be responsible beyond the amount of rent due
from him, in accordance with the terms of the sublease,
at the time of the extra-judicial demand by the lessor
Payments of rent in advance by the sublessee shall be
deemed not to have been made, so far as the lessor’s
claim is concerned, unless said payments were
effected in virtue of the custom of the place. (1552a)

16
Subsidiary liability of sublessee to lessor.
(1) Remedy to collect rents from the sublessee. — Although the sublessee has assumed no
direct obligation to answer for the rents due from the lessee to the lessor, the law grants the
lessor the right to demand payment from the sublessee the rents which the sublessor failed to
pay the lessor. The evident purpose of the remedy is to prevent a situation where the lessee
collects rents from the sublessee but does not pay his rents to the lessor. Article 1652 does not
annul the contractual relations between the lessee and sublessee but simply helps the owner of
the property to collect the rentals on the same. The demand to pay rents made by the lessor on
the sublessee does not exempt the latter from his obligation to pay the sublessor the rents which
said sublessee failed to pay the lessor. (Vera vs. Fisher, [C.A.] 51 O.G. 3476.)
(2) Amount of rent recoverable. — The liability of the sublessee is limited to the amount of rent
due from him to the sublessor under the terms of the sublease at the time of the extrajudicial
demand by the lessor. Future rents cannot be recovered. Note that the liability of the sublessee
is subsidiary, i.e., he is liable to the lessor only for rents the lessee failed to pay the lessor
(3) Liability for rents paid in advance. — Articles 1651 and 1652 impose upon the sublessee
certain obligations which imply the grant of a direct action in favor of the lessor against the
former. Under the second paragraph of Article 1652, payments of rent in advance by the
sublessee shall be deemed not to have been made, so far as the lessor’s claim is concerned,
unless said payments were effected in virtue of the custom of the place. The sublessee
continues to be subsidiarily liable to the lessor for any rent unpaid by the lessee. The rule is a
precaution to avoid collusion between the lessee and lessee. With the insolvency of the
sublessee and the supposed advance payment by the sublessee, the rights of the lessor might
be rendered nugatory. (Celis vs. De Vera, [C.A.] 39 O.G. 652.)

17
 ART. 1653
The provisions governing warranty,
contained in the Title on Sales, shall be
applicable to the contract of lease. In
the cases where the return of the price
is required, reduction shall be made in
proportion to the time during which the
lessee enjoyed the thing. (1553)
18
Warranty of the lessor
Article 1653 applies to leases the warranties in sales. (see Comments
under Arts. 1547, 1548, 1561, 1566, Part I.)

In a lease contract, the lessor likewise warrants that he has a right to

lease the thing, that the lessee shall enjoy the legal and peaceful
possession of the thing, and that the thing is fit for the use for which it
is intended and free from any hidden fault or defect. (see Art. 1654.)

In case of eviction of the lessee, and the return of the rents paid is
required, a reduction shall be made taking into account the period
during, which the lessee enjoyed the thing. The lessee has also the
right to ask for the proportionate reduction of the rents agreed upon
where the area or number of the object of the lease is less than that
stated in the contract. (see Art. 1542, Part I.)
19
Lessor’s warranty distinct from
his liability for damages
In connection with a lease, warranty is the obligation to repair or correct any fault or defect
existing when the lessee took over the property leased, but when the law declares that the
lessor must warrant the thing leased; it is not to be understood that he must also
indemnify the lessee. Liability for the warranty is not equivalent to liability in damages, as
the latter is an obligation distinct from the former.

The lessor’s obligation to warrant the thing leased, whether or not he knew of the
existence therein of defects that rendered it unsuitable for the use for which the lessee
intended it, is distinct from his liability for damages, which only attaches when he knew
about such defects and failed to reveal them to the lessee or concealed them, in which
case fraud and bad faith may be presumed on his part. (Yap Kim Chuan vs. Tiaoqui, 31
Phil. 433 [1915].)

In a lease of a cold storage plant for foodstuffs, the lessor is understood as having
warranted that the leased premises would be free from rats. In this warranty, fraud or bad
faith on the part of the lessor is not a necessary element. A lessor of a cold storage plant
may be held liable for the deterioration of the foodstuffs stored therein by the lessee
because some foodstuffs were gnawed by rodents. (United States Lines Company vs.
San Miguel Brewery, Inc., 10 SCRA 805 [1964].) 20
SECTION 2. — Rights and Obligations
of the Lessor and the Lessee

ART. 1654.

The lessor is obliged:

To deliver the thing which is the object of the contract in such a
conditions as to render it fit for the use intended;
(1) To make on the same during the lease all the necessary
repairs in order to keep it suitable for the use to which it has
been devoted, unless there is a stipulation to the contrary;
(2)To maintain the lessee in the peaceful and adequate
enjoyment of the lease for the entire duration of the contract.
(1554a)
(3)To maintain the lessee in the peaceful and adequate
enjoyment of the lease for the entire duration of the contract.
(1554a)
21
the obligations of the lesser and lessee
ART. 1654
The lessor is obliged:
(1) To deliver the thing which is the
object of the contract in such a condition
as to render it fit for the use intended;
(2) To make on the same during the lease
all the necessary repairs in order to keep
it suitable for the use to which it has been
devoted, unless there is a stipulation to
the contrary;
(3) To maintain the lessee in the peaceful
and adequate enjoyment of the lease for
the entire duration of the contract.
(1554a)
ART. 1657
The lessee is obliged:
(1) To pay the price of the lease according
to the terms stipulated;
(2) To use the thing leased as a diligent
father of a family, devoting it to the use
stipulated; and in the absence of
stipulation, to that which may be inferred
from the nature of the thing leased,
according to the custom of the place;
(3) To pay the expenses for the deed of
lease. (1555)
22
Obligations of the lessor.
Article 1654 enumerates the three (3) principal obligations of the lessor. Another obligation
of the lessor is that he cannot alter the form of the thing leased. (Art. 1661.)

(1) Delivery of the property.

— The thing leased must be delivered in order that the lessee may enjoy or use the same.
Delivery, may, of course, be actual or constructive. (see Art. 1496, Part I.)

(a) At the time of delivery, the thing must be in a condition fit for the use intended. The
contract, however, may validly provide that the thing, when delivered, shall be in the
same condition in which it might be at the time of the perfection of the contract. The
parties may stipulate regarding the fitness of the thing and the particular use to which it
will be devoted by the lessee.
(b) When a lessee rents a building which turns out, however, to be occupied by another
person, and the former cannot obtain possession, his (the lessee’s) cause of action is
against the lessor for breach of contract in that the latter violated the obligation of
delivering to him the peaceful possession of the leased premises. The lessee has no
cause of action against the possessor because he has no relation, contractual or ex
delicto, with the latter. (Republic vs. De Los Angeles, 41 SCRA 422 [1971].)

A lessee who fails to take possession of the leased premises on account of the presence of
third persons unwilling to vacate the premises because of some previous act or transaction
of the lessor, should institute the action against the lessor based upon the latter’s failure to
comply his obligation to deliver the same. (Rivera vs. Halili, 9 SCRA 59 [1963].)
23
(2) Making of necessary repairs.
— Article 1654 speaks of necessary repairs to keep the thing leased suitable for the use
to which it has been devoted unless there is a stipulation to the contrary. In default of a
special stipulation, the custom of the place shall be observed as to the kind of repairs.
(Art. 1686.) If the lessor fails in the performance of this duty, the lessee may suspend the
payment of rent (Art. 1658.) or avail himself of the other remedies provided in the law. The
lessor is not liable for repairs for damages or deterioration caused by the lessee himself.

(a)The lessee may agree to do the repairs and relieve the lessor of the duty, as where the
lessee is to pay only a very moderate if not nominal, rent. (Gonzales vs. Mateo, 74 Phil.
573 [1944].)
(b)The word “repairs’’ implies the putting back of something in the condition in which it was
originally, while an “improvement’’ is the adding of something new thereto; hence, the
filling of a vacant lot is not a repair (Albano vs. Villanueva, 7 Phil. 277 [1906].) nor the
construction of a house. (Valencia vs. Ayala de Roxas, 13 Phil. 45 [1909].)
(c) The word “repairs,’’ in its ordinary acceptation, must be understood to apply to the
restoration of things after injury or partial destruction, without complete loss of identity in
the thing repaired. The obligation to make repairs is very different from reconstruction in
case of total loss. Thus, the lessor’s obligation to make repairs does not extend to the
obligation to reconstruct a camarin which has been totally destroyed by fire. Repairs
mean the restoration of the camarin which had deteriorated from use or has been partially
destroyed without total loss of identity. (Lizares vs. Alunan, 40 Phil. 981 [1920].)

24
(d)
When the lessor agrees to keep a building under lease in a proper condition but fails
to do so, and the lessee vacates the building before the expiration of the lease, the
lessor cannot recover damages nor rent for the unexpired term. (Donato vs. Lack, 20
Phil. 503 [1911].)

(e)
There are no authorities to the effect that it is incumbent upon the owner to
constantly inspect the premises and that if he fails to do so or through error of
judgment fails to make repairs before the damage is material, the lessee has a cause
of action. As the lessee is in possession and if repairs are necessary, which it is the
duty of the owner to make, the lessee should call upon the owner to make the
necessary repairs. If the owner then fails to perform his duty, action would lie.
(Gregorio Araneta, Inc. vs. Lyric Film Exchange, Inc., 58 Phil. 735 [1933].)

(f)
Where the lessee’s goods got wet as a result of torrential rain even though the roof
of the building occupied by the lessee was in good condition and there was no proof
that the lessor knew that it had cracks or defects, the lessor cannot be held liable for
damages in the absence of express agreement to that effect. (Yap Kim Chuan vs.
Tiaoqui, 31 Phil. 433 [1915].) Note that while the lessor is not liable for damages due
to a fortuitous event or force majeure, he must make the repairs after he has been
advised by the lessee of the necessity thereof within the shortest time possible.

25
(3) Keeping lessee in peaceful and adequate enjoyment.
— The lessor’s obligation to maintain the lessee arises when acts termed
“legal trespass’’ disturb, dispute, or place difficulties in the lessee’s peaceful
and adequate enjoyment of the leased premises that in some manner or
other cast doubt upon the right of the lessor to execute the lease. The lessor
must answer for such legal trespass. (Liwayway Publications, Inc. vs.
Permanent Concrete Workers Union, 108 SCRA 161 [1981].

(a) The lessor who fails in the performance of his obligations shall be
subject to indemnity for the losses and damages caused thereby. The
true measure of damages for the breach of such a contract is what the
plaintiff has lost by the breach. (De La Cruz vs. Seminary of Manila, 18
Phil. 330 [1911].)
(b) The warranty of the lessor is that the lessee shall not be disturbed in his
legal, not physical possession. (Bobol vs. Torres, 84 SCRA 302 [1978];
Goldstein vs. Roces, 34 Phil. 562 [1916]; see Chua Tee Dee vs. Court of
Appeals, 429 SCRA 418 [2004].) Hence, the lessor is not liable for
physical trespass, but is liable when his non-payment of the real estate
tax results in the eviction of the lessee. (Heirs of Ormaechea vs. Cu
Chee Gan & Co., [C.A.] 36 O.G. 3527.) The lessor, however, is not
responsible for his lessee’s eviction through condemnation proceedings
for the reason that expropriation is involuntary. (Sayo vs. Manila Railroad
Co., 43 Phil. 551 [1922].)
26
(c) It has been held that the act of the Japanese Armed Forces in
evicting the lessee from the leased premises constituted not merely an
act of trespass (pertubacion de mero hecho) but a trespass under a
color of title (perturbacion de derecho) chargeable to the lessor. The
lessee’s obligation to pay rentals ceased during such deprivation. (Vda.
De Villareal vs. Manila Motor Co., 104 Phil. 926 [1958].)

(d) In a case where the agreement of the parties is for the lease of an
entire area and “the term of the lease shall be considered as extended
for a period equal to that during which the lessee was not in
possession of the leased premises’’, the failure of the lessee to use a
portion of the leased premises was held equivalent to a dispossession
from the entire area in question, for there was incomplete performance
by the lessor of its principal prestation, thereby calling for the
application of the contractual provision on extension of term. (Ninoy
Aquino International Airport Authority vs. Court of Appeals, 398 SCRA
703 [2003].)

(e) The obligation of the lessor to maintain the lessee in the peaceful
and adequate enjoyment of the lease persists only for the duration of
the contract. (Tagbilaran Integrated Sellers Assoc. vs. Court of
Appeals, 444 SCRA 193 [2004].)
27
END OF 1652-1654