VICENTE LIM v. CA, GR No.

118347, 1996-10-24

Facts:

Private respondent Liberty Luna is the owner of a piece of land located at the corner
of G. Araneta Avenue and Quezon Avenue in Quezon City.

On September 2, 1988 private respondent sold the land to petitioners Vicente and
Michael Lim for P3,547,600.00.

As prepared by petitioners' broker, Atty. Rustico Zapata of the Zapata Realty

Company, the receipt embodying the agreement[1]... read as follows:

3. The seller assumes full responsibility to eject the squatters/occupants within a

period of sixty (60) days from the date of receipt of the earnest money; and in
case the seller shall fail in her commitment to eject the squatters/occupants
within said period, the seller shall... refund to the buyer this sum of P200,000.00
[plus another sum of ONE HUNDRED THOUSAND (P100,000.00) PESOS as
liquidated damages];

Private respondent Luna failed to eject the squatters from the land despite her
alleged efforts to do so.

On January 17, 1989, the parties met at the office of Edmundo Kaimo to negotiate a
price increase to facilitate the ejectment of the squatters.

After a few days, private respondent tried to return the earnest money alleging her
failure to eject the squatters.

She claimed that as a result of her failure to remove the squatters from the land, the
contract of sale ceased to exist and she no longer had the obligation... to sell and
deliver her property to petitioners.

The appellate court described the sale in this case as a "contract with a conditional
obligation" whereby the private respondent's obligation to sell and deliver and the
petitioners' obligation to... pay the balance of the purchase price depended on the
fulfillment of the condition that the squatters be removed within 60 days.

Issues:

The first question is whether as a result of private respondent's failure to eject the
squatters from the land, petitioners, as the Court of Appeals ruled, lost the right to
demand that the land be sold to them.

Ruling:

We hold that they did not... and that the appellate court erred in holding otherwise. 
The agreement, as quoted, shows a perfected contract of sale.

Indeed, the earnest money given is proof of the perfection of the contract.  As Art.
1482 of the Civil Code states, "Whenever earnest money is given in a contract of
sale, it shall be considered as part of the price and as proof of the perfection of the
contract."

Private respondent Luna contends that as the condition of ejecting the squatters was
not met, she no longer has an obligation to proceed with the sale of her lot.

Private respondent  fails to distinguish between a condition imposed... on the

perfection of the contract and a condition imposed on the performance of an
obligation.

Failure to comply with the first condition results in the failure of a contract, while
failure to comply with the second condition only gives the other party the option
either to... refuse to proceed with the sale or to waive the condition.
In this case, there is already a perfected contract.  The condition was imposed only
on the performance of the obligation.

Hence, petitioners have the right to choose whether to demand the return of
P200,000.00 which they have paid as earnest money or to proceed with... the sale. 
They have chosen to proceed with the sale and private respondent cannot refuse to
do so.

Principles:

Private respondent  fails to distinguish between a condition imposed... on the

perfection of the contract and a condition imposed on the performance of an
obligation.  Failure to comply with the first condition results in the failure of a
contract, while failure to comply with the second condition only gives the other party
the option either to... refuse to proceed with the sale or to waive the condition.

In this case, there is already a perfected contract.  The condition was imposed only
on the performance of the obligation.  Hence, petitioners have the right to choose
whether to demand the return of P200,000.00 which they have paid as earnest money
or to proceed with... the sale.  They have chosen to proceed with the sale and
private respondent cannot refuse to do so.

Romero vs. CA
G.R. No. 107207, November 23, 1995

FACTS:

Petitioner Virgilio Romero a civil engineer together with his foreign partners wants to put up a Central Warehouse in
Metro Manila. Alfonso Flores and his wife accompanied by a broker, offered a parcel of land measuring 1,952
square meters, owned by the private respondent Enriqueta Chua vda. De Ongsiong. The two entered into a
“Conditional deed of Sale”. The petitioner paid in advance in the sum of P50,000.00 for the eviction of squatters.
Although successful, private respondent sought the return of the advance payment she received because she could
not get rid of the squatters.

ISSUE:

1. May the vendor demand the rescission of a contract of sale of a parcel of land for a cause traceable to his own
failure to evict the squatters?
2. Is the condition of the contract valid?

RULING:

A perfected contract of sale may either be absolute or conditional depending on whether the
agreement is devoid of, or subject to, any condition imposed on the passing of title of the thing to be
conveyed or on the obligation of a party thereto. When ownership is retained until the fulfillment of a
positive condition the breach of the condition will simply prevent the duty to convey title from acquiring
an obligatory force. If the condition is imposed upon the obligation of a party thereto when ownership
is retained until the fulfillment of a positive condition will simply prevent the duty to convey title from
acquiring an obligatory force. If the condition is imposed on an obligation of a party which is not
complied with the other party may either refuse to proceed or waive said condition. Where, of course,
the condition is imposed upon the perfection of the contract itself, the failure of such condition would
prevent the juridical relation itself from coming into existence. The right of resolution of a party to an
obligation is predicted on a breach of faith by the other party that violates the reciprocity between
them. It is private respondent who has failed in her obligation under the contract. Petitioner did not
breach the agreement. He has agreed, in fact, to shoulder the expense of the execution of the
judgment in the ejectment case and to make arrangements with the sherriff to effect such execution .
 imketkai Sons Milling vs CA & BPI (1995
& 1996)
FACTS:

Philippine Remnants was the owner of a piece of land which it then entrusted to BPI.
Pedro Revilla was authorized by BPI to sell the lot for PHP1000/sqm. Revilla contacted
Alfonso Lim who agreed to buy the land. Alfonso Lim and Albino Limketkai went to BPI
and were entertained by VP Albano and Asst. VP Aromin. BPI set the price at 1,100 while
Limketkai haggled to 900. They subsequently agreed on Php1,000 on cash basis. Alfonso
Lim asked if it was possible to pay on terms and BPI officials said there was no harm in
trying to ask for payment in terms but if disapproved, the price would have to be paid in
cash. Limketkai paid the initial 10% with the remaining 90% to follow. Two or three days
later, Alfonso Lim found out that their offer had been frozen and then went to BPI to
tender full payment of 33M to Albano but was refused by both Albano & Bona.

Issue: 

W/N there was a perfected contract of sale

Held:

1995 decision

–> Perfection of the contract took place when Aromin and Albano, acting for BPI, agreed
to sell and Alfonso Lim & Albino Limketkai, agreed to buy the lot at Php1000/sqm. A
consensual contract is perfected upon mere meeting of the minds and although the deed
of sale had yet to be notarized, it does not mean that no contract was perfected. 

1996 decision

—> Consent is manifested by the meeting of the offer and acceptance upon the thing,
and the cause which are to constitute the contract. The offer must be certain and
aceptance absolute. Limketkai’s acceptance was qualified and therefore, was actually a
counter offer.

LCANTARA-DAUS v. SPOUSES DE LEON

G.R. No. 149750 June 16, 2003

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 voluminous documents by the latter.  After the death
of Atty. Juan, some documents surfaced and most revealed that their properties had been conveyed by sale or
quitclaim to Hermoso’s brothers and sisters, to Atty. Juan and his sisters, when in truth and in fact, no such
conveyances were ever intended by them. Furthermore, respondent found out that his signature in the Deed of
Extra-judicial Partition with Quitclaim made in favor of Rodolfo de Leon was forged. They discovered that the
land in question was sold by Rodolfo de Leon to Aurora Alcantara

Spouses De Leon demanded the annulment of the document and re-conveyance but defendants refused.
Petitioner, Aurora Alcantara-Daus averred that she bought the land in question in good faith and for value on
December 1975 and that she has been in continuous, public, peaceful, open possession over the same and
has been appropriating the produce thereof without objection from anyone.

The RTC of Urdaneta, Pangasinan rendered its Decision in favor of herein petitioner.  It ruled that respondents’
claim was barred by laches, because more than 18 years had passed since the land was sold.  It further ruled
that since it was a notarial document, the Deed of Extrajudicial Partition in favor of Rodolfo de Leon was
presumptively authentic.

ISSUES:
           
Whether or not the Deed of Absolute executed by Rodolfo De Leon over the land in question in favor of
petitioner was perfected and binding upon the parties therein?

Whether or not the evidentiary weight of the Deed of Extrajudicial Partition with Quitclaim, executed by
respondent Hermoso de Leon, Perlita de Leon and Carlota de Leon in favor of Rodolfo de Leon was overcome
by more than a preponderance of evidence of respondents?

HELD:

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 seller’s 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 resolve the issue of the authenticity and the due execution of the Extrajudicial
Partition and Quitclaim in his favor.

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. 

TEN FORTY REALTY V. CRUZ| PanganibanG.R. No. 151212 | September 10, 2003

Jun28

FACTS:

• Petitioner filed an ejectment complaint against Marina Cruz(respondent) before the

MTC. Petitioner alleges that the land indispute was purchased from Barbara Galino on
December 1996, andthat said land was again sold to respondent on April 1998;

• On the other hand, respondent answer with counterclaim that never was there an
occasion when petitioner occupied a portion of the premises. In addition, respondent
alleges that said land was a public land (respondent filed a miscellaneous sales
application with the Community Environment and Natural Resources Office) and the
action for ejectment cannot succeed where it appears that respondent had been in
possession of the property prior to the petitioner;

• On October 2000, MTC ordered respondent to vacate the land and surrender to
petitioner possession thereof. On appeal, the RTC reversed the decision. CA sustained
the trial court’s decision.

ISSUE/S:

Whether or not petitioner should be declared the rightful owner of the property.

HELD:

No. Respondent is the true owner of the land.1) The action filed by the petitioner, which
was an action for “unlawful detainer”, is improper. As the bare allegation of petitioner’s
tolerance of respondent’s occupation of the premises has not been proven, the
possession should be deemed illegal from the beginning. Thus, the CA correctly ruled
that the ejectment case should have been for forcible entry. However, the action had
already prescribed because the complaint was filed on May 12, 1999 – a month after the
last day forfiling;2) The subject property had not been delivered to petitioner; hence, it
did not acquire possession either materially or symbolically. As between the two buyers,
therefore, respondent was first in actual possession of the property.

 As regards the question of whether there was good faith in the second buyer. Petitioner
has not proven that respondent was aware that her mode of acquiring the property was
defective at the time she acquired it from Galino. At the time, the property — which was
public land –had not been registered in the name of Galino; thus, respondent relied on
the tax declarations thereon. As shown, the former’s name appeared on the tax
declarations for the property until its sale to the latter in 1998. Galino was in fact
occupying the realty when respondent took over possession. Thus, there was no
circumstance that could have placed the latter upon inquiry or required her to further
investigate petitioner’s right of ownership.

DOCTRINE/S:

Execution of Deed of Sale; Not sufficient as delivery. Ownership is transferred not by

contract but by tradition or delivery. Nowhere in the Civil Code is it provided that the
execution of a Deed of Sale is  a conclusive presumption of delivery of possession of a
piece of real estate. The execution of a public instrument gives rise only to a prima facie
presumption of delivery. Such presumption is destroyed when the delivery is not
effected, because of a legal impediment. Such constructive or symbolic delivery, being
merely presumptive, was deemed negated by the failure of the vendee to take actual
possession of the land sold. Disqualification from Ownership of Alienable Public Land.

Private corporations are disqualified from acquiring lands of the public domain, as
provided under Section 3 of Article XII of the Constitution. While corporations cannot
acquire land of the public domain, they can however acquire private land. However,
petitioner has not presented proof that, at the time it purchased the property from
Galino, the property had ceased to be of the public domain and was already private land.
The established rule is that alienable and disposable land of the public domain held and
occupied by a possessor — personally or through predecessors-in-interest, openly,
continuously, and exclusively for 30 years — is ipso jure converted to private property by
the mere lapse of time.

RULING:

The Supreme Court DENIED the petition.

G.R. No. 96191. March 4, 1991.]

 PAN PACIFIC INDUSTRIAL SALES, CO., INC., Petitioner, v. THE NATIONAL
LABOR RELATIONS COMMISSION (THIRD DIVISION), and ESTEBAN C.
COMILANG, SR., as substituted by ILUMINADA COMILANG, Respondents.

Senen S. Burgos for Petitioner.

Cabato Law Office for Private Respondent.

SYLLABUS

1. REMEDIAL LAW; EVIDENCE; FINDINGS OF FACTS OF THE NLRC, GENERALLY NOT

DISTURBED ON APPEAL. — There is no justification to disturb the findings of the NLRC
that the private respondent had not been paid the 13th month pay, ECOLA, separation
pay and sales commissions. Questions of fact are not reviewable by this Court in the
absence of a showing that they were arbitrarily resolved by the court or board below.
We see no such showing here.

2. ID.; SPECIAL CIVIL ACTION; CERTIORARI; ISSUES CONFINED TO JURISDICTION OR

GRAVE ABUSE OF DISCRETION. — Our original and exclusive jurisdiction to review a
decision of public respondent, in a petition for certiorari under Rule 65 of the Rules of
Court, nonetheless does not normally include the correctness of its evaluation of the
evidence but confined to issues of jurisdiction or grave abuse of discretion. It is thus
incumbent upon petitioners to satisfactorily establish that respondent commission acted
capriciously and whimsically, in total disregard of evidence material to or even decisive
of the controversy, in order that the extraordinary writ of certiorari will lie. (Sajones v.
NLRC, 183 SCRA 182)

DECISION

The main issue raised in the petition is whether or not an employer-employee

relationship existed between the petitioner and the private Respondent.

Esteban C. Comilang, Sr. (hereinafter referred to as the private respondent) was hired
as a "Safety Consultant" by petitioner Pan Pacific Industrial Sales Co., Inc. on
September 1, 1975. He worked with the company until November 1981, when his
services were terminated by petitioner on the ground of "depressed market condition
resulting in low sales yield."cralaw virtua1aw library

On February 16, 1982, he filed a complaint for illegal dismissal, non-payment of 13th
month pay, ECOLA, and one percent sales commission for the period beginning
September 1, 1975, to November 30, 1981. The petitioner resisted his claim, alleging he
was merely a retained consultant.

During the initial hearing of the case, he suffered a massive heart attack and died after
two hours. He was substituted as complainant by his wife, Iluminada Comilang, on June
24, 1982.

On February 23, 1988, Labor Arbiter Amado T. Adquilen rendered a decision ordering
the petitioner to pay the complainant 13th month pay, ECOLA, unpaid sales commissions
for three years, separation pay and attorney’s fees, for a total amount of P210,211.55.
1 

The petitioner appealed to the NLRC, which in its resolution dated August 27, 1970,
upheld the Labor Arbiter. 2 Its motion for reconsideration having been denied, the
petitioner filed the present recourse.
On December 10, 1990, we issued a temporary restraining order against the
enforcement of the assailed resolution.

The petitioner denies that the private respondent was its employee because:chanrob1es
virtual 1aw library

1. He was the safety consultant not only of the petitioner but of several other mining
firms as well.

2. He had no work itinerary or fixed office hours.

3. He was not under the control of any officer of the petitioner.

The petitioner’s posture is not acceptable.

It is hoist with its own petard. In its letter of September 1, 1975, addressed to the
private respondent and signed by its Vice-President, Ibarra Magpantay, it
said:chanrob1es virtual 1aw library

We are pleased to inform you that your offer to act as Safety Consultant of our company
has been accepted effective 1st September 1975 for a trial period of six (6) months
subject to renewal by mutual consent.

You will coordinate with the undersigned and/or Mr. Pat Rebueno, Marketing Manager, to
assist attaining PANPISCO’s objective of the prevention of accidents causing human
suffering and needless loss of life in industries, as such prevention may be achieved by
recommending the correct safety equipment bearing in mind that we are the exclusive
agent of "Protector" safety products; and to lend assistance to and cooperate with the
sales representatives in all matters connected with safety.

Your compensation is P400.00 per month plus 1% commission on sales of Protector

Safety Products to customers which will be assigned to you. (Emphasis supplied)

This appointment was renewed in a letter dated January 24, 1977, where the petitioner,
again through its Vice-President, wrote the private respondent:chanrob1es virtual 1aw
library

I am happy to confirm our desire to revive our past agreement with you to act as
Consultant for PANPISCO effective January, 1977 until terminated at the option of either
party, giving a 30-day advice of termination.

During the lifetime of this agreement you will —

1. Coordinate with the undersigned and/or Mr. Pat Rebueno, Marketing Manager, and
work with Mr. Guillermo Guerzon, Sales Representative to assist in achieving
PANPISCO’s objective of giving service to customers in order to obtain the maximum
sales production possible.

2. Cover the area from Benguet and Nueva Viscaya to the northernmost part of Luzon.

3. In consideration for your efforts to help in the promotion and sales of all PANPISCO’s
products, you will be compensated Four Hundred and Fifty Pesos (P450.00) monthly. In
addition you will receive a commission of 1% of total sales in your area up to
P40,000.00 or a commission of 2% of total sales in your area over P40,000.00.

The foregoing stipulations clearly show that the private respondent was employed by the
petitioner as part of its sales force. The title "Safety Consultant" was a euphemism
because his real work was to recommend and sell the "Protector" safety products under
the exclusive distributorship of the petitioner. The circumstance that he had no fixed
hours was consistent with his duties as a salesman that required him to go out in the
field and meet with prospective customers. In fact, he was assigned to a specific and
vast area, "from Benguet and Nueva Vizcaya to the northernmost part of Luzon," that he
was supposed to cover in the promotion of the products.

Even so, it should be noted that he was still obliged to coordinate with the petitioner’s
vice-president and/or marketing manager and work with its sales representative.

As respondent NLRC observed correctly:rary

. . ., the terms of the Agreement between the parties clearly indicate that complainant
was hired not as a consultant, but as a sales representative. Consultants are normally
hired by companies to render service to them and not to their clients, as in the instant
case. The execution of the Agreement is very incriminating against respondent of its
desire to eventually circumvent the laws on compliance with labor standards on security
of tenure. It is of public notice that salesmen, complainant also categorized as such, are
usually paid on commission basis, with or without a guaranteed monthly salary. This
explains why complainant was only paid a minimal monthly salary.

The imputed motive also explains the provision for the termination of the agreement "at
the option of either party" on thirty day’s notice. This was intended to convey the
impression that the private respondent was not a regular employee of the petitioner and
therefore not entitled to the protection of the labor laws.

The petitioner asserts that the private respondent was a safety consultant also for
several mining firms but has not shown that this engagement was prohibited by, or
inconsistent with, his employment with it as a salesman. Far from being incompatible,
his connections with big mining firms requiring safety products could in fact have been
the principal reason for his recruitment by the petitioner as a member of its own sales
force. The importance of this arrangement could not have been lost on the petitioner
when it imposed on the private respondent the responsibility of "recommending the
correct safety equipment (especially to the mining firms with which he was connected),
bearing in mind that we are the exclusive agent of `Protector’ safety products." 

We also agree with the NLRC that the private respondent was illegally dismissed
because:chanrob1es virtual 1aw library

Firstly, he was entitled to his security of tenure guaranteed by the Constitution and
statutory laws. The alleged grounds for his discharge was not supported by evidence in
record. There was not even an application or notice of retrenchment filed with the
Department of Labor and Employment to prove serious business losses or financial
reverses. Article 278 mandates that in termination cases, the burden of proof rests on
the employer. Consequently, where the employer fails to prove that the dismissal is for
a just or valid or authorized cause allowed by law, it means that the discharge is not
justified and the employee is entitled to the mandate of Article 280.

There is no justification to disturb the findings of the NLRC that the private respondent
had not been paid the 13th month pay, ECOLA, separation pay and sales commissions.
Questions of fact are not reviewable by this Court in the absence of a showing that they
were arbitrarily resolved by the court or board below. We see no such showing here.

As we said in Oreta and Co., Inc. v. NLRC. 3 

. . .. Well-established is the principle that findings of administrative agencies which have

acquired expertise because their jurisdiction is confined to specific matters are generally
accorded not only respect but even finality. Judicial review by this Court on labor cases
does not go so far as to evaluate the sufficiency of the evidence upon which the labor
officer or office based his or its determination but are limited to issues of jurisdiction and
grave abuse of discretion.
It is also worth recalling that in the recent case of Sajonas v. NLRC, 4 this Court
reaffirmed the following consistent rule:
Our original and exclusive jurisdiction to review a decision of public respondent, in a
petition for certiorari under Rule 65 of the Rules of Court, nonetheless does not normally
include the correctness of its evaluation of the evidence but confined to issues of
jurisdiction or grave abuse of discretion. It is thus incumbent upon petitioners to
satisfactorily establish that respondent commission acted capriciously and whimsically,
in total disregard of evidence material to or even decisive of the controversy, in order
that the extraordinary writ of certiorari will lie.

The petitioner has failed to show that the public respondent has committed grave abuse
of discretion or acted in excess of jurisdiction in granting the relief prayed for by the
petitioner. On the contrary, it is clear that the assailed resolution is supported by the
evidence of record and is conformable to the applicable law and jurisprudence.

WHEREFORE, the petition is DISMISSED, and the temporary restraining order dated
December 10, 1990, is LIFTED, with costs against the petitioner. It is so ordered.

Facts:
Respondent Mapalad was the registered owner of 4 parcels of land located along RoxasBoulevard, Baclaran, and Paranaque. On
March 21, 1986, shortly after EDSA revolution, JoseCampos executed an affidavit admitting that Mapalad was one of the
companies held in trust for former President Marcos. Campos turned over, all assets, properties, records anddocuments
pertaining to Mapalad to the new administration led by President Corazon Aquino. PCSS issued writs of sequestration for
Mapalad and all its properties. Rolando Josef, appointed Vice President/Treasurer and GM of Mapalad, discovered for that there
was 4 TCTs missing.
Josef inquired about it and discovered Felicito Manalili, Mapalad‘s former director and general
Manager took them. On November 16, 1992, Nordelak Development Corporation filed a notice of adverse claim over the subject
properties based on deed of sale purportedly executed byMiguel Magsaysay in his capacity as President and board chairman of
Mapalad. A. MagsaysayInc., a corporation controlled by Miguel Magsaysay, acquired ownership of all the shares ofstock of
Mapalad however was terminated after selling all his shares to Novo Properties onDecember 3, 1982. Mapalad commenced the
present action for annulment of deed of sale and reconveyance of title with damages against Nordelak. During the pendency of
the case,Nordelak sold the subject property to a certain Manuel Luis Sanchez, now petitioner.
Issue:
 Whether or not there is a valid sale between Mapalad and Nordelak?
Held:
No. By the contract of sale, one of the contracting parties obligates himself to transfer ownership of and to deliver a determinate
thing and the other party to pay there for a price certain in money or its equivalent. The essential requisites of a valid contract of
sale are:(1) Consent of the contracting parties by virtue of which the vendor obligates himself totransfer ownership of and to
deliver a determinate thing, and the vendee obligates himself topay therefor a price certain in money or its equivalent.
(2) Object certain which is the subject matter of the contract. The object must be licitand at the same time
determinate or, at least, capable of being made determinate without the necessity of a new or further agreement between the
parties

Romulo A. Coronel, et al vs. The Court of Appeals, et al

G.R. No. 103577 (October 7, 1996)
FACTS:
Coronel et al. consummated the sale of his property located in Quezon City to respondent Alcaraz.
Since the title of the property was still in the name of the deceased father of the Coronels, they
agreed to transfer its title to their name upon payment of the down payment and thereafter an
absolute deed of sale will be executed.

Alcaraz’s mother paid the down payment in behalf of her daughter and as such, Coronel made the
transfer of title to their name. Notwithstanding this fact, Coronel sold the property to petitioner
Mabanag and rescinded its prior contract with Alcaraz.

ISSUE:
Whether or not the contract between the petitioner and the respondent was a contract to sell subject
to a suspensive condition.

RULING:

No. The agreement could not have been a contract to sell because the sellers herein made no
express reservation of ownership or title to the subject parcel of land. Unlike in a contract to sell,
petitioners in the case at bar did not merely promise to sell the property to private respondent upon
the fulfillment of the suspensive condition. On the contrary, having already agreed to sell the subject
property, they undertook to have the certificate of title change to their names and immediately
thereafter, to execute the written deed of absolute sale.

Article 1475, in correlation with Article 1181, both of the Civil Code, plainly applies to the case.

Art. 1475. The contract of sale is perfected at the moment there is a meeting of minds upon the thing
which is the object of the contract and upon the price.

From that moment, the parties may reciprocally demand performance, subject to the provisions of the
law governing the form of contracts.

Art. 1181. In conditional obligations, the acquisition of rights, as well as the extinguishment or loss of
those already acquired, shall depend upon the happening of the event which constitutes the
condition.

What is clearly established by the plain language of the subject document is that when the said
Receipt of Down Payment was prepared and signed by petitioners, the parties had agreed to a
conditional contract of sale, consummation of which is subject only to the successful transfer of the
certificate of title from the name of petitioners father to their names. In fact, the Court significantly
notes that this suspensive condition was fulfilled. Thus, the conditional contract of sale between
petitioners and private respondent became obligatory, the only act required for the consummation
thereof being the delivery of the property by means of the execution of the deed of absolute sale in a
public instrument.

What may be perceived from the respective undertakings of the parties to the contract is that
petitioners had already agreed to sell the house and lot they inherited from their father, completely
willing to transfer ownership of the subject house and lot to the buyer if the documents were then in
order. It just so happened, however, that the transfer certificate of title was then still in the name of
their father.

CORONEL V. CA (October 07, 1996)

FACTS:

Coronel et al. consummated the sale of his property located in Quezon City to respondent Alcaraz.
Since the title of the property was still in the name of the deceased father of the Coronels, they
agreed to transfer its title to their name upon payment of the down payment of 50K. and thereafter an
absolute deed of sale will be executed.

Alcaraz’s mother paid the down payment in behalf of her daughter and as such, Coronel made the
transfer of title to their name. Notwithstanding this fact, Coronel sold the property to petitioner
Mabanag and rescinded its prior contract with Alcaraz.

ISSUE:

WON the rescission of the first contract between Coronel and Alcaraz is valid.

HELD:

The case is a contract of sale subject to a suspensive condition in which consummation is subject
only to the successful transfer of the certificate of title from the name of petitioners' father, to their
names. Thus, the contract of sale became obligatory.
With regard to double sale, the rule that the first in time, stronger in right should apply. The contention
of the petitioner that she was a buyer in good faith because the notice of lis pendens in the title was
annotated after she bought the property is of no merit. In case of double sale, what finds relevance
and materiality is not whether or not the second buyer was a buyer in good faith but whether or not
said second buyer registers such second sale in good faith, that is, without knowledge of any defect
in the title of the property sold.

The ruling should be in favor of Alcaraz because Mabanag registered the property two months after
the notice of lis pendens was annotated in the title and hence, she cannot be a buyer in good fait