Professional Documents
Culture Documents
10-21 Case Digest Sales
10-21 Case Digest Sales
1.
1.
Issue:
WON there was a perfected contract of sale between
the parties
Ruling:
The decision of the appellate court was reversed and
the respondents complaint was dismissed.
Ratio Decidendi:
It is not the giving of earnest money , but the proof of
the concurrence of all the essential elements of the contract of
sale which establishes the existence of a perfected sale.
The P1 million earnest-deposit could not have been
given as earnest money because at the time when petitioner
accepted the terms of respondents offer, their contract had not
yet been perfected. This is evident from the following
conditions attached by respondents to their letter.
The first condition for an option period of 30 days
sufficiently shows that a sale was never perfected. As
petitioner correctly points out, acceptance of this condition did
not give rise to a perfected sale but merely to an option or an
accepted unilateral promise on the part of respondents to buy
the subject properties within 30 days from the date of
acceptance of the offer. Such option giving respondents the
exclusive right to buy the properties within the period agreed
upon is separate and distinct from the contract of sale which
the parties may enter. All that respondents had was just the
option to buy the properties which privilege was not, however,
exercised by them because there was a failure to agree on the
terms of payment. No contract of sale may thus be enforced by
respondents.
Even the option secured by respondents from
petitioner was fatally defective. Under the second paragraph of
Art. 1479, an accepted unilateral promise to buy or sell a
determinate thing for a price certain is binding upon the
promisor only if the promise is supported by a distinct
consideration. Consideration in an option contract may be
anything of value, unlike in sale where it must be the price
certain in money or its equivalent. There is no showing here of
any consideration for the option. Lacking any proof of such
consideration, the option is unenforceable.
Equally compelling as proof of the absence of a
perfected sale is the second condition that, during the option
period, the parties would negotiate the terms and conditions of
the purchase. The stages of a contract of sale are as follows:
(1) negotiation, covering the period from the time the
prospective contracting parties indicate interest in the contract
to the time the contract is perfected; (2) perfection, which takes
place upon the concurrence of the essential elements of the
sale which are the meeting of the minds of the parties as to the
object of the contract and upon the price; and
(3) consummation, which begins when the parties perform their
respective undertakings under the contract of sale, culminating
in the extinguishment thereof.
3.
Regina Dizon et al v. CA
FACTS:
Overland Express Lines, Inc. entered into a Contract
of Lease with Option to Buy with petitioners involving a
1,755.80 square meter parcel of land situated at corner
MacArthur Highway and South H Street, Diliman, Quezon
City. The term of the lease was for 1 year commencing from
May 16,1974 up to May 15, 1975. During this period, Overland
Express Lines was granted an option to purchase for
the amount of P3,000.00 per square meter. Thereafter, the
lease shall be on a per month basis with a monthly rental of
P3,000.00.
For failure of Overland Express Lines to pay the
increased rental of P8,000.00 per month effective June 1976,
petitioners filed an action for ejectment against it. The lower
court rendered judgment ordering Overland Express Lines to
vacate the leased premises and to pay the sum of
P624,000.00representing rentals in arrears and/or as damages
in the form of reasonable compensation for the use and
occupation of the premises during the period of illegal detainer
from June 1976 to November1982 at the monthly rental of
P8,000.00, less payments made, plus 12% interest per annum
from November 18, 1976, the date of filing of the complaint,
until fully paid, the sum of P8,000.00 a month starting
December 1982, until Overland Express Lines fully vacates the
premises, and to payP20,000.00 as and by way of attorneys
fees.
Every person
dealing with an agent is put upon inquiry
and must discover upon his peril the authority of the agent. If
he does not make such inquiry, he is chargeable with
knowledge of the agents authority, and his ignorance of that
authority will not be any excuse. Persons dealing with an
assumed agency, whether the assumed agency be a general
or special one, are bound at their peril, if they would hold the
principal, to ascertain not only the fact of the agency but also
the nature and extent of the authority, and in case either is
controverted, the burden of proof is upon them to establish it.
ISSUE:
WON Overland Express Lines actually paid the allege
d P300,000.00 to Fidela Dizon, asrepresentative
(agent)
of petitioners in consideration of the option
HELD:
No. CA opined that the payment by Overland Express
Lines of P300,000.00 as partial payment for the leased
property, which petitioners accepted (through Alice A. Dizon)
and for which an official receipt was issued, was the operative
act that gave rise to a perfected contract of sale, and that for
failure of petitioners to deny receipt thereof, Overland Express
Lines can therefore assume that Alice A. Dizon, acting as
agent of petitioners, was authorized by them to receive the
money in their behalf.CA went further by stating that in fact,
what was entered into was a conditional contract of sale
4.
FACTS:
Spouses De Leon are the owners of a parcel of land
situated in the Municipality of San Manuel, Pangasinan with an
area of Four Thousand Two Hundred Twelve square meters
more or less. Respondent Hermoso De Leon inherited the said
lot from his father Marcelino De Leon by virtue of a Deed of
Extra-Judicial Partition. Said lot is covered by Original
Certificate of Title No. 22134 of the Land Records of
Pangasinan.
Sometime 1960s, Spouses De Leon engaged the
services of the late Atty. Florencio Juan to take care of the
documents of their properties. They were asked to sign
ISSUES:
HELD:
Second Issue:
NO. As a general rule, the due execution and
authenticity of a document must be reasonably established
before it may be admitted in evidence. Notarial documents,
however, may be presented in evidence without further proof of
their authenticity, since the certificate of acknowledgment is
prima facie evidence of the execution of the instrument or
document involved. To contradict facts in a notarial document
and the presumption of regularity in its favor, the evidence
must be clear, convincing and more than merely preponderant.
The CA ruled that the signature of Hermoso De Leon
on the Extrajudicial Partition and Quitclaim was
forged. However, this factual finding is in conflict with that of
the RTC. While normally this Court does not review factual
issues, this rule does not apply when there is a conflict
between the holdings of the CA and those of the trial court, as
in the present case.
After poring over the records, the SC finds no reason
to reverse the factual finding of the appellate court. A
comparison of the genuine signatures of Hermoso De
Leon with his purported signature on the Deed of Extrajudicial
Partition with Quitclaim will readily reveal that the latter is a
forgery. As aptly held by the CA, such variance cannot be
attributed to the age or the mechanical acts of the person
signing.
5.
Facts:
First Issue:
NO. It is during the delivery that the law requires the
seller to have the right to transfer ownership of the thing
sold. In general, a perfected contract of sale cannot be
challenged on the ground of the sellers non-ownership of the
thing sold at the time of the perfection of the contract.
Further, even after the contract of sale has been
perfected between the parties, its consummation by delivery is
yet another matter. It is through tradition or delivery that the
buyer acquires the real right of ownership over the thing sold.
Undisputed is the fact that at the time of the sale,
Rodolfo De Leon was not the owner of the land he delivered to
petitioner. Thus, the consummation of the contract and the
consequent transfer of ownership would depend on whether he
subsequently acquired ownership of the land in accordance
with Article 1434 of the Civil Code. Therefore, we need to
Issue:
Is the stipulation a right of first refusal or option
contract?
Held:
Right of first refusal.
The deed of option or the option clause in a contract,
in order to be valid and enforceable, must, among other things,
indicate the definite price at which the person granting the
option is willing to sell.
Cited case of Ang Yu Asuncion: An unconditional
mutual promise to buy and sell, as long as the object is made
determinate and the price is fixed, can be obligatory on the
parties. An accepted unlitateral promise which specifies the
thing to be sold and the price to be paid, when coupled with a
valuable consideration distinct and separate from the price, is
what may properly be termed a perfect contract of option, and
this contract is legally binding.
The provision is a right of first refusal, and as such,
the requirement of a separate consideration has no
applicability. An option is a contract granting a privilege to buy
or sell within an agreed time and at a determined price, and it
is a separate and distinct contract from that which the parties
may enter into, and it must be supported by consideration.
However, here the right of first refusal is an integral part of the
contracts of lease.
8.
9.
FACTS:
Spouses Serrano agreed to sell in favor of respondent
Caguiat a parcel of land at 1,500.00 per square meter.
Caguiat partially paid petitioners 100, 000.00 as evidenced
by a receipt issued by petitioners indicating therein
respondents promise to pay the remaining balance.
Respondent, after making known his readiness to pay the
balance, requested from petitioners the preparation of the
necessary Deed of Sale. When petitioners cancelled the
transaction and intended to return to Caguiat his partial
payment, respondent filed a complaint for specific performance
and damages. The trial court relying on Article 1482 of the Civil
Code ruled that the payment of 100, 000.00 being an earnest
money signified the perfection of the contract of sale. The
Court of Appeals denied petitioners motion for reconsideration
in affirmation of the lower courts decision.
ISSUE:
Whether or not the partial payment constitutes an
earnest money as manifested in Article 1482 of the Civil Code
HELD:
No. Article 1482 applies only to earnest money given
in a contract of sale. It was apparent that the earnest money in
the case at bar was given in lieu of a contract to sell. Unlike in
a contract of sale, the ownership of the parcel of land was
retained by the Spouses Serrano and shall only be passed to
Caguiat upon full payment of the purchase price as evidenced
by the receipt. Relatively, no Deed of Sale has been executed
as proof of the intention of the parties to immediately transfer
the ownership of the parcel of land. Spouses Serrano also
retained ownership of the certificate of title of the lot, thereby
indicating no actual or constructive delivery of the ownership of
the property. Finally, should the transaction pushed through,
Caguiats payment of the remaining balance would have been
a suspensive condition since the transfer of ownership was
subordinated to the happening of a future and uncertain event.
Issue:
Are the Cu Unjiengs bound to sell the property to Ang
Yu and co.?
Held:
NO. The stages of a contract of sale are negotiation,
perfection, and consummation. Until the contract is perfected, it
cannot, as an independent source of obligation, serve as a
binding juridical relation.
A negotiation is formally initiated by an offer. An
imperfect promise (politacion) is merely an offer. Thus, at any
time prior to the perfection of the contract, either negotiating
party may stop the negotiation, and the offer may be
withdrawn.
If a period is given to the offeree within which to
accept the offer, the following rules govern:
1.
2.
HELD: I. NO
1.
2.
3.
4.
5.
6.
7.
FACTS:
8.
his
vs.
FACTS
Petitioner alleged the following:
ISSUE
RULING
RULING
YES. Court of Appeals affirmed the judgment of the trial
court in toto. Contrary to the allegations of the
petitioner that the consent of his attorney-in-fact to the
deed of sale was vitiated, a perusal of the records of
this case showed that the petitioner failed to establish
that violence, intimidation and undue influence vitiated
the consent of Paz S. Lim to the deed of sale pertaining
to the subject property. While it is true that upon the
death of her husband, Dr. Antonio T. Lim, Sr., on May
18, 1990, Paz S. Lim returned to the Philippines and
subsequently stayed at the house of the respondent,
such fact per se is not sufficient to establish that the
latter employed intimidation, violence or undue
influence upon the former. Defect or lack of valid
consent, in order to make the contract voidable, must
be established by full, clear and convincing evidence,
and not merely by a preponderance thereof.
ZAMORA
REALTY
and
DEVELOPMENT
CORPORATION
and/or
ERNESTO
ZAMORA,
Petitioners, vs. OFFICE OF THE PRESIDENT OF
THE PHILIPPINES and EDILBERTO C. GALLARDO,
Respondents.
FACTS
On October 8, 1985, respondent Edilberto C. Gallardo
entered into a contract to sell with Amlac Development
Corporation (Amlac). The property subject of the
contract is Lot 1, Block 3 of Amlac-Ville Subdivision.
Under the contract, Gallardo was to pay a
downpayment of P26,058.00, upon execution, the
balance to be paid in installments of P1,987.50 until
full settlement of the purchase price of P130,290.00.
Gallardo delivered the downpayment upon the signing
of the contract, and several months later, on March 11,
1987, the initial installment. Gallardo later informed
the owner/developer of his intention to stop further
payments due to the latters non-compliance with its