Azarraga vs. Gay 52 Phil.

599 (1928)

Facts:

Plaintiff sold 2 parcels of land to defendant for a LUMP SUM of 47k payable as such:
1.5k at the time of the execution of the contract
2.20k upon delivery of the 1stland’s Torrens title
3.10k upon delivery of the 2ndland’s Torrens title
4.12k 1 year after the delivery of the 2ndTorrens title
He failed to pay the last 2 installments hence, plaintiff filed for claims with legal interest.
Defense: By misrepresentation lead the defendant to believe that said second parcel
contained 98 hectares, when in fact it was really just 60 hectares. And by way of cross-
complaint, the defendant prays that she be indemnified in the sum of P15,000 for
damages sustained by her by reason of the malicious filing of the instant complaint.

The lower court, having found no fraud when the parties agreed to the lump sum
for the two parcels of land described in the deed Exhibit A, following article 1471 of
the Civil Code, ordered the defendant to pay the plaintiff the sum of P19,300 with
legal interest at 8 per cent per annum from April 30, 1921 on the sum of P7,300,
and from April 30, 1922, on the sum of P12,000.

Issue:
WON there was fraud in the circumstances leading to the agreement in the contract

Held:

There is no evidence of record that the plaintiff made representation to the

defendant as to the area of said second parcel, and even if he did make such false
representations as are now imputed to him by the defendant, the latter accepted
such representations at her own risk and she is the only one responsible for the
consequences of her inexcusable credulousness. In the case of Songco vs. Sellner (37
Phil., 254), the court said:
The law allows considerable latitude to seller's statements, or dealer's talk; and
experience teaches that it as exceedingly risky to accept it at its face value.
Assertions concerning the property which is the subject of a contract of sale, or in
regard to its qualities and characteristics, are the usual and ordinary means used
by sellers to obtain a high price and are always understood as affording to buyers
no ground from omitting to make inquires. A man who relies upon such an
affirmation made by a person whose interest might so readily prompt him to
exaggerate the value of his property does so at his peril, and must take the
consequences of his own imprudence.
- The defendant had ample opportunity to appraise herself of the condition of the
land which she purchased, and the plaintiff did nothing to prevent her from making
such investigation as she deemed fit, and as was said in Songco vs. Sellner, supra,
when the purchaser proceeds to make investigations by himself, and the vendor
does nothing to prevent such investigation from being as complete as the former
might wish, the purchaser cannot later allege that the vendor made false
representations to him.
- "One who contracts for the purchase of real estate in reliance on the
representations and statements of the vendor as to its character and value, but
after he has visited and examined it for himself, and has had the means and
opportunity of verifying such statements, cannot avoid the contract on the ground
that they were false or exaggerated."- She did not complain of the difference in the
area of said second parcel until the year 1926.

Feliciano Esguerra, Et Al. V. Virginia Trinidad, Et Al. 518 Scra 186 (2007)

Facts:

Felipe Esguerra and Praxedes de Vera (Esguerra spouses) owned several parcels of
land half of which they sold to their grandchildren Feliciano, Canuto, Justa, Angel,
Fidela, Clara and Pedro, all surnamed Esguerra. The spouses sold half the remaining
land were sold their other grandchildren, the brothers Eulalio and Julian Trinidad..
Subsequentlly, the Esguerra spouses executed the necessary Deeds of Sale before a
notary public. They also executed a deed of partitioning of the lots , all were about 5,000
square meteres each.

Eulalio Trinidad (Trinidad) later sold his share of the land to his daughters. During a
cadastral survey conducted in the late 1960s, it was discovered that the 5,000-square
meter portion of Esguerra‘s parcel of land sold to Trinidad actually measured 6,268
square meters.

Feliciano Esguerra (Feliciano), who inhabits the lot bordering Trinidad, subsequently
filed a motion for nullification of sale between the Esguerra spouses and Trinidad on the
ground that they were procured through fraud or misrepresentation. Feliciano
contended that the stipulations in the deed of sale was that Trinidad was sold a 5,000
square meter lot. The boundaries stipulated in the contract of sale which extend the lot‘s
area

Both cases were consolidated and tried before the RTC which, after trial, dismissed the
cases. On appeal, the appellate court also dismissed the cases; and subsequently, the
motion for reconsideration was also denied.

Issues:

Whether or not the Appellate Court erred in holding that the description and boundaries
of the lot override the stated area of the lot in the deed of sale

Held:
Where both the area and the boundaries of the immovable are declared, the area
covered within the boundaries of the immovable prevails over the stated area. In cases
of conflict between areas and boundaries, it is the latter which should prevail.

What really defines a piece of ground is not the area, calculated with more or less
certainty, mentioned in its description, but the boundaries therein laid down, as
enclosing the land and indicating its limits. In a contract of sale of land in a mass, it is
well established that the specific boundaries stated in the contract must control over any
statement with respect to the area contained within its boundaries. It is not of vital
consequence that a deed or contract of sale of land should disclose the area with
mathematical accuracy. It is sufficient if its extent is objectively indicated with sufficient
precision to enable one to identify it. An error as to the superficial area is immaterial.
Thus, the obligation of the vendor is to deliver everything within the boundaries,
inasmuch as it is the entirety thereof that distinguishes the determinate object.

Under the Torrens System, an OCT enjoys a presumption of validity, which correlatively
carries a strong presumption that the provisions of the law governing the registration of
land which led to its issuance have been duly followed. Fraud being a serious charge, it
must be supported by clear and convincing proof. Petitioners failed to discharge the
burden of proof, however.

The same rule shall be applied when two or more immovables are sold for a single
price; but if, besides mentioning the boundaries, which is indispensable in every
conveyance of real estate, its area or number should be designated in the contract, the
vendor shall be bound to deliver all that is included within said boundaries, even when it
exceeds the area or number specified in the contract; and, should he not be able to do
so, he shall suffer a reduction in the price, in proportion to what is lacking in the area or
number, unless the contract is rescinded because the vendee does not accede to the
failure to deliver what has been stipulated.

In fine, under Article 1542, what is controlling is the entire land included within the
boundaries, regardless of whether the real area should be greater or smaller than that
recited in the deed. This is particularly true since the area of the land in OCT No. 0-6498
was described in the deed as “humigit kumulang,” that is, more or less.

A caveat is in order, however. The use of “more or less” or similar words in designating
quantity covers only a reasonable excess or deficiency. A vendee of land sold in gross
or with the description “more or less” with reference to its area does not thereby ipso
facto take all risk of quantity in the land.

Del Prado vs. Caballero G.R. No. 148225, March 3, 2010

Facts:

On June 11, 1990, respondents sold to petitioner a lot on the basis of tax declaration
located at Guba Cebu City. Petitioner registered the same under PD 1529. Petitioner
claimed that the sale was for a lump sum containing an area of 4,000 square meters,
more or less.

However, when the land was registered on December 1990, the technical description
states that the lot measures 14,457 square meters, more or less.

Subsequently, petitioner filed an action in order to compel vendor to deliver all that was
included within said boundaries even if it exceeded the area specified in the contract.
Petitioners, likewise, alleged that the sale was of a lump sum.

In their defense, respondents contended that only 4,000 square meters was sold to
petitioner and the sale was not for a lump sum.

Issue:

Whether or not the sale of the land was for a lump sum

Held:

The Court held in negative.

In the instant case, the sale was not a unit price contract. The parties agreed on the
purchase price of Php40,000.00 for a predetermined area of 4,000 square meters, more
or less.

In a contract of sale of a land mass, the specific boundaries stated therein must control
over any other statement, with respect to area contained within its boundaries.

“More or less” is defined as approximately, or which intend to cover slight or

unimportant inaccuracies in quantity. This implies both parties assume risk of ordinary
discrepancy.

The Court, however, held that a discrepancy of 10,475 square meters cannot be
considered a slight difference in quantity. The difference in the area is sizeable and too
substantial to be overlooked. It is not a reasonable excess or deficient that should be
deemed included in the deed of sale.

Gonzales-Mondragon vs. Santos (87 Phil. 471)

Facts:

It appears that Don Joaquin Gonzales Mondragon, who died on December 16, 1940 in
Manila, left a large tract of land known as Hacienda Esperanza, situated in three
municipalities of Pangasinan and covered by five certificates of titles. The deceased had
executed a will and codicil in which he provided for the distribution and disposition of his
estate among his widow, Doña Nieves Balmori Vda. de Gonzales Mondragon, the
plaintiff herein, and various children. To his widow, the testator devised 33/34 of the
hacienda, among other legacies.
In 1941, the widow and her children made a partition of the inheritance, allotting to each
heir separate and specific portions but leaving pro-indiviso the residential lots and roads
in the barrios situated within the estate. They employed a surveyor, and a sub-division
plan, introduced in evidence as Exhibit 10, was drawn, on which the area of the widow’s
approximately one-third share was stated to be 1,023 hectares.

Subsequent to the partition, negotiations were started, or resumed, for the purchase by
Don Roman Santos, the defendant, of the plaintiff’s share and those of her children who
were willing to sell. Offers and counter-offers were made until, finally, the parties closed
the deal and executed the deed.

Sometime after the sale, a new survey was made and the new plan gave the area of the
plaintiff’s approximately one-third share of the hacienda as 1,091.24 instead of 1,023.
It was the restoration of the difference between these two figures or the payment of its
equivalent in cash that the first complaint was filed, it being alleged that the plaintiff had
sold her land on the basis of P450 per hectare. Explaining why she signed the deed
without objecting to the form in which it was written, the plaintiff declared that she did
not read the document because she was then sick suffering from a heart ailment. The
defendant countered with the allegation that he bought all the plaintiff’s right and interest
to and in the hacienda for lump sum and not for a specified price for each hectare, as
the plaintiff claims.
The last preceding paragraph states in a nutshell the pivotal issue, the resolution of
which will decide the rest, except the question as to the inclusion or non-inclusion in the
sale of lot No. 4397-A and barrio lots and roads, question will be taken up separately.
It is admitted that if the contract is to be construed by the language used in the deed of
conveyance, the plaintiff can not recover. It is also admitted that “as a general rule, by
virtue of section 22 of Rule 123 of the Rules of Court, Exhibit A may be considered as
containing the real agreement between the parties.”
Issue:

WON the true intention of the parties a valid defense which corrects the mistake and
error in a contract.

Held:

The plaintiff has the burden of proof to overcome the strong presumption that the
document she and her co-sellers signed, expressed their true intention. Our view of the
plaintiff’s evidence is that it is neither predominant nor conclusive. The best that can be
said in its favor is that it does not rule out the opposite theory. Much less does it
establish, in order to show that the mistakes was mutual, that the buyer shared the
vendor’s intention and belief that the sale was by the hectare and not for a sum in gross
as stated in the document of sale.
The plaintiff’s evidence being as it is, the integrity of the document Exhibit A will, of
necessity, have to be maintained and equitable relief denied. This would be true even if
there were doubts. Decisions of this court and of American courts abound in favor of the
salutary doctrine that contracts solemnly and deliberately entered into may not be
overturned by inconclusive proof or by reason of mistakes of one of the parties to which
the other in no way has contributed.
Moran’s comments on the Rules of Court, Vol. III, p. 195, summing up the rulings laid
down in various decisions of the court and one of the United States Supreme Court,
says: “Relief by way of reformation of a written agreement will not be granted unless the
proof of mutual mistake is of the clearest and most satisfactory character. The amount
of evidence necessary to sustain a prayer for relief where it is sought to impugn a fact in
a document is always more than a mere preponderance of the evidence.”

In the case of Joaquin vs. Mitsumine (34 Phil., 858), this court held that “An alleged
defect in a contract perfectly valid and binding on its face, must be conclusively proved.
The validity and fulfillment of contracts can not be left to the will of one of the parties.”
In the case of Irureta Goyena vs. Tambunting (1 Phil., 490), it appeared that the
defendant bought a piece of land and agreed to pay $3,200 for it. It so happened that
the land was less than what the parties supposed, and the buyer refused to pay the
price agreed upon unless the corresponding reduction was made.
It is to be noted that in the last-cited case, the mistake was caused, intentionally or
innocently, by the agent of the plaintiff who was favored by the shortage, whereas in the
case at bar the error was in the plain of the plaintiff herself who was prejudiced by the
excess.
The judgment dismissing the complaint will be affirmed with costs.

Goyena vs. Tambunting 1 Phil. 490

Facts:
The plaintiff's principal owned a tract of land and the building thereon known as No. 20
Calle San Jose, Ermita, Manila. This tract contained 152.46 square meters of land. A
broker, representing the plaintiff, stated to the defendant that this lot was for sale and,
on information received from the plaintiff, that it measured 23 meters in front and 8
meters in depth.

The broker had nothing more to do with the matter, and the plaintiff and defendant had
certain negotiations between themselves concerning the sale.

On March 12, 1901, the defendant signed the following document:

On this date I have bought from Don Francisco Yrureta Goyena a lot at No. 20 Calle
San Jose, Ermita, for the sum of thirty-two hundred pesos, this money to be paid as
soon as the bill of sale is signed. Manila, March 12, 1901. (Signed) Tambunting.
The plaintiff signed a similar document. What the negotiations between the parties were
prior to the signing of the these documents does not appear. There is no evidence
whatever in the record that they came to any agreement in regard to the sale other than
the one contained in the papers of March 12.

The defendant took from the office of the notary employed to make the formal transfer
the title papers which showed the area of the lot of land to be 152.46 square meters,
kept them for several days, and returned them to the notary. On the day assigned for
the execution of the instrument, all the parties being in the office of the notary, the
defendant told the latter to insert in the writing the price, $3,200, and then refused to
sign it because the lot did not contain the area which the plaintiff, through the broker,
had represented that it contained. He expressed his willingness to sign it if a
proportional reduction was made in the price. This the plaintiff refused to make, and this
action was brought under article 1451 of the Civil Code.

Issue:

1.WON the plaintiff ought to make this reduction?

2.WON this is a perfect contract?

Held:

1. The private contract expresses a specific thing as the object of the contract. Upon
this point there is no controversy. There is no doubt as to which lot is No. 20 on Calle
San Jose, of the District of Ermita of the city of Manila.
The private contract specifies a certain price, 3,200 pesos. There is no controversy
whatsoever upon this point. There is no question that this sum is there specified plainly
and specifically, and without being made subject to any condition whatever.
2. Evidently nothing is lacking for the existence of a perfect contract of purchase and
sale. Article 1445 of the Civil Code is as follows: "By the contract of purchase and sale
one of the contracting parties undertakes to deliver a specific thing, and the other to pay
therefore a price certain, in money or in something representing it.

Article 1450 of the same Code is a follows: "The sale shall be perfected between vendor
and vendee and shall be binding on both of them, if they have agreed upon the thing
which is the object of the contract and upon the price, even when neither has been
delivered."

This private document was not a more draft or project. It cannot be said that the
purchase is not to be understood as perfected until the execution of the public
instrument. That private document is not subject to any term or condition whatever.