LUIS ASIAIN, plaintiff and appellant, vs. BENJAMIN JALANDONI, w/c is usually called a sale in gross.
ed a sale in gross. The sale in this case, falls under the
defendant and appellee [1923]
⇒ Asiain owns Hacienda Maria in La Carlota, Occidental Negros (106 hec)
⇒ Jalandoni owns another hacienda adjoining Asiain’s.
⇒ Asiain told Jalandoni that he was willing to sell part of his hacienda for
P55k. He claimed that it was between 25-30 hec and can produce not less
than 2k piculs of sugar. Jalandoni was doubtful so Asiain wrote him a letter
making the same manifestations plus a claim that if the sugar doesn’t
amount to 2k piculs, he’ll pay in sugar all such amount necessary to
complete 2k. In the event that there is an excess, such will be Asiain’s.
⇒ Two parties signed an MOA w/the following terms in addition to the
aforementioned terms:
1. P55k will be paid in the following manner: P30k at the signing of the
document then P25k w/in 1 yr w/10% interest rate.
2. Asiain will take care of the all the plantation until the planting is
finished. Expenses incurred during this period will be for the account of
the vendor.
3. Buyer will answer for all the rights & obligations of the land w/the
Central of Inchausti.
4. After planting, Asiain will vacate the land sold to Jalandoni.
⇒ Despite the MOA, Jalandoni was still doubtful. Thus, they
executed another agreement w/the ff terms:
1. Upon signing of the agreement, vendor shall have the rt to collect from
the purchaser part of the price giving receipts therefore signed by the
vendor.
2. If the vendor w/draws from the contract & desists form signing the
document of final sale, purchaser shall have the rt to collect all amount
as may have been advanced on account of the sale w/an indemnity of
P15k as penalty.
3. If the buyer w/draws, he will lose all amount advanced.
⇒ Once he had possession of the land, Jalandoni had the sugar
cane ground & it only produced 800k piculs & 23 cates of centrifugal sugar.
He had the land surveyed & learned that it was only 18 hec, 54 ares & 22
centiares. By then, he had already paid P30k.
⇒ Asiain then instituted an action to recover the P25k balance
from Jalandoni or to obtain the certificate of title & rent from him.
⇒ Jalandoni’s answer: annul the contract, return whatever they
have received & asked for damages from vendor amounting to P3,600
annually.
⇒ CFI: document was null; Jalandoni absolved; Asiain to return
P30k w/legal interest; Jalandoni to return the land & its certificate of title;
Asiain absolved from the counter-complaint.
Issue & Ratio: WON Jalandoni should be granted relief. – YES.
⇒ Sale of land can either be of a specific
quantity such as a sale by acre or of a specific tract by name/description
second type.
⇒ Legal basis – CC Art. 1471: in the sale of
real estate for a lump sum (not of a specified price for each unit/measure),
there shall be no increase/decrease of the price even if the area be found to
be more or less than that stated in the contract. Rule is applicable when 2
or more estates are sold for a single price. If the area of the estate is
designated in the contract, vendor is obliged to deliver all that is included
w/in the boundaries, even if it exceeds the area specified in the contract.
Should he not be able to do so, he shall suffer a reduction of the price in
proportion to what is lacking of the area, unless the contract be annulled by
reason of the vendee’s refusal to accept anything other than that w/c was
stipulated.
⇒ Manresa’s commentary: Vendor’s bound to
deliver all that is w/in the boundaries stated in the contract, otherwise, buyer
shall have the rt to reduce the price proportionately to what is lacking of the
area/no., or rescind the contract at his option. On the other hand, if the area
sold is more than that expressed in the title deeds, vendor can’t claim
anything, he loses the value of that excess. This is erroneous & anomalous
according to the commentary.
⇒ Goyena vs. Tambunting: an agreement to
purchase a certain specified lot of land at a certain specified price is
obligatory & enforceable regardless of the fact that its area is less than that
mentioned in the contract.
⇒ American authorities:
a. Sale of a particular tract, or
designated lot/parcel, by name/description, for a sum in gross w/a
bonafide transaction, mutual mistake as to quantity, but not as to
boundaries, will not generally entitle the buyer to compensation & is not
a ground for rescission. If the difference between the real &
represented quantity is great w/both parties acting under a mistake &
such mistake is so material that if the parties knew the truth, the sale
would not have been made, then the court of equity should correct
such and grant relief.
b. Gross mistake as to quantity, w/o
fraud or culpable negligence on the complaining party or w/o impairing
the equity resulting from the mistake, entitles relief from the
technical/legal effect of the contract, whether executed or only
executory. As a general rule, no relief will be granted when the parties
intended a contract of hazard (ex. Sale in gross & not by quantity). It
has been held that a vendor’s mistake WRT the area/dimension of a lot
inducing sale at a smaller price than he would’ve asked had he known
its real size, not in any way occasioned/concealed by the buyer’s
conduct, constitutes no ground for rescission. Each case must depend
on its own circumstances considering the conduct of the parties, value,
extent & locality of the land, date of the contract, price & other
nameless circumstances.
 c. Sales in gross for the purpose of
equitable relief may be divided into the ff classifications: (1 & 2 can’t be
modified where there’s no fraud, while unreasonable surplus/deficit in 3
& 4 may entitle the injured party to equitable relief, unless equity was
waived/forfeited.)
1. by the tract, w/o reference in negotiation/in consideration to
any designated/estimated quantity of acres.
2. Supposed quantity by estimation is mentioned/referred to in
the contract for the purpose of description. Parties intended to risk
the contingency of quantity, whatever it might be, regardless of
whether it exceeds or falls short of what was mentioned in the
contract.
3. Sales where it is evident from the surrounding circumstances
that the parties didn’t contemplate/intend to risk more than the
usual rates of excess/deficit in similar cases, or than such as might
reasonably be calculated on as win the range of ordinary
contingency.
4. Sales though technically denominated as sales in gross are in
fact, sales by acre.
Sale between Asiain & Jalandoni falls under #3.
⇒ Stipulating that the land is “more or less (size)” will not prevent granting of
relief if there was mutual mistake & the deficiency is material.
⇒ In this case, there was mutual mistake as to the quantity of the land sold &
the amount of the standing crop. Contract is rescindable at the option of the
buyer for w/o such mistake, agreement would not have been made. Thus,
agreement is inoperative & void. Specific performance cannot be allowed at
the instance of the vendor. It’s best to put the parties back in exactly their
respective positions before they became involved in the negotiations &
before accomplishment of the agreement.

Holding: Judgment affirmed w/o prejudice to Asiain’s rt to institute an action to

collect rent from Jalandoni during the time the land was in latter’s possession.