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Araneta V de Paterno
Araneta V de Paterno
FACTS:
Defendant Paz Tuason de Paterno (Tuason) was the registered owner of several parcels of land in
Sta. Mesa, Manila.
The lots were subdivided and were occupied by tenants who had lease contracts. It was stipulated
that in the event the owner and lessor should decide to sell the property, the lessees were to be
given priority over other buyers if they should desire to buy their leaseholds, all things being equal.
In 1940 and 1941, Tuason obtained several loans from Jose Vidal (Vidal) amounting to P90,098. The
loans were secured by mortgages executed over the subject property.
In 1943, Tuason obtained additional loans amounting to P50,000 upon the same security. The
mortgage contracts were renewed.
It was alleged that there was another agreement (Agreement), all copies of which were destroyed
during the war. This contained stipulations as to the manner and time of payment, as well as the
corresponding penalties.
Tuason later decided to sell her property to plaintiff Gregorio Araneta, Inc. (Araneta, Inc).
o They executed an agreement to buy and sell (Exhibit 1). This contract provided that subject
to the preferred right of the lessees and that of Jose Vidal as mortgagee, Paz Tuason would
sell to Gregorio Araneta, Inc. and the latter would buy for the said amount of P400,000 the
entire estate.
o Some of the lessees exercised their right to purchase their respective leaseholds.
o An absolute deed of sale was then executed by the parties over the remaining lots (Exhibit
A). The total amount to be paid was P190k, broken down as follows:
P13,476.62 Paz Tuason;
P3,373.38 City Treasurer of Manila
P30,000 Jose Vidal
P143,150 Jose Vidal1
o The deed of sale contained a stipulation that should the vendor lose the checks issued, the
vendee shall not be held liable for such loss.
The day after the consummation of the sale, Tuason tendered payment to Vidal by offering the
check drawn by Araneta, Inc. Vidal refused to accept the payment, alleging that according to the
Agreement, payment of the mortgage was not to be effected totally or partially before the end of
four years from April, 1943.
Thus, Tuason, with the help of her attorney Ponce Enrile, commenced an action against Vidal to
compel the latter to accept payment. The checks were deposited with the clerk of court.
The action was never tried and all the records, including the checks, were lost during the war.
After the war, the value of the property increased tremendously. Tuason is now repudiating Exhibits
1 and A.
Araneta, Inc. filed the present action to compel Tuason to deliver clear title to the lots subject of the
sale free from all liens and encumbrances. It also seeks the cancellation of the mortgage to Vidal.
The latter filed a cross-claim against Tuason to foreclose the mortgage.
TC ruled in favor of defendant; it declared Exhibit A void.
ISSUES + RULING:
Should Tuason be held liable for the loss of the certified checks lost in the war? NO.
While Exhibit A is valid, the provision relieving the vendee (Araneta, Inc.) for liability arising from
Vidals failure to collect the checks is VOID.
o Prevailing bank regulations: checks have to be encashed within 90 days otherwise they will
be considered void (EO 49).
o The stipulation in Exhibit A that the defendant or seller shall not hold the vendee
responsible for any loss of these checks was unconscionable, void and unenforceable
insofar as the said stipulation would stretch the defendants liability for these checks beyond
90 days.
2 Art. 1459. The following persons cannot take by purchase, even at a public or judicial auction, either in person or through the
mediation of another:
2. An agent, any property of which the management or sale may have been intrusted to him;
o Tuason cannot be held liable for the checks after they expired and became absolutely
useless.