DIGNOS v CA, 158 SCRA 375

Doctrine: Thus, it has been held that a deed of sale is absolute in nature although denominated as a "Deed
of Conditional Sale" where nowhere in the contract in question is a proviso or stipulation to the effect that
title to the property sold is reserved in the vendor until full payment of the purchase price, nor is there a
stipulation giving the vendor the right to unilaterally rescind the contract the moment the vendee fails to pay
within a fixed period Taguba v. Vda. de Leon, 132 SCRA 722; Luzon Brokerage Co., Inc. v. Maritime
Building Co., Inc., 86 SCRA 305).

A careful examination of the contract shows that there is no such stipulation reserving the title of the
property on the vendors nor does it give them the right to unilaterally rescind the contract upon non-payment
of the balance thereof within a fixed period.

NOTE: Refer to KINDS OF CONTRACTS OF SALE (Art. 1458)

TAN v. BENORILAO, G.R. NO. 153820, OCT. 16, 2009

Doctrine: A contract is what the law defines it to be, taking into consideration its essential elements, and
not what the contracting parties call it.

In contrast, a contract to sell is defined as a bilateral contract whereby the prospective seller, while
expressly reserving the ownership of the property despite delivery thereof to the prospective buyer, binds
himself to sell the property exclusively to the prospective buyer upon fulfillment of the condition agreed,
i.e., full payment of the purchase price. A contract to sell may not even be considered as a conditional
contract of sale where the seller may likewise reserve title to the property subject of the sale until the
fulfillment of a suspensive condition, because in a conditional contract of sale, the first element of consent is
present, although it is conditioned upon the happening of a contingent event which may or may not occur.

[I]n a contract to sell, title remains with the vendor and does not pass on to the vendee until the
purchase price is paid in full. Thus, in a contract to sell, the payment of the purchase price is a positive
suspensive condition. Failure to pay the price agreed upon is not a mere breach, casual or serious, but a
situation that prevents the obligation of the vendor to convey title from acquiring an obligatory
force. This is entirely different from the situation in a contract of sale, where non-payment of the price is a
negative resolutory condition. The effects in law are not identical. In a contract of sale, the vendor has lost
ownership of the thing sold and cannot recover it, unless the contract of sale is rescinded and set aside. In a
contract to sell, however, the vendor remains the owner for as long as the vendee has not complied fully with
the condition of paying the purchase price. If the vendor should eject the vendee for failure to meet the
condition precedent, he is enforcing the contract and not rescinding it.

NOTE: Refer to CONTRACT OF SALE v. CONTRACT TO SELL (Art. 1458)

ARTATES v. URBI, G.R. NO. L-29421, JANUARY 30, 1971

Doctrine: This provision against the alienation or encumbrance of public lands granted within five years
from the issuance of the patent, it has been held, is mandatory; a sale made in violation thereof is null and
void and produces no effect whatsoever. Though it may be a limitation on the right of ownership of the
grantee, the salutary purpose of the provision cannot be denied: it is to preserve and keep for the
homesteader or his family the land given to him gratuitously by the State,  so that being a property owner, he
may become and remain a contented and useful member of our society.

NOTE: Refer to KINDS OF ILLICIT THINGS (Art. 1459)

HEIRS OF ENRIQUE ZAMBALES v. CA, 120 SCRA 897

Doctrine: The sale of a homestead lot within the five-year prohibitory period is illegal and void. The law
does not distinguish between executory and consummated sales.

The law prohibiting any transfer or alienation of homestead land within five years from the
issuance of the patent does not distinguish between executory and consummated sales; and it would hardly
be in keeping with the primordial aim of this prohibition to preserve and keep in the family of the
homesteader the piece of land that the state had gratuitously given to them, to hold valid a homestead sale
actually perfected during the period of prohibition but with the execution of the formal deed of conveyance
and the delivery of possession of the land sold to the buyer deferred until after the expiration of the
prohibitory period, purposely to circumvent the very law that prohibits and declares invalid such transaction
to protect the homesteader and his family.

A bilateral promise to buy and sell, and the agency to sell, entered into within five years from
the date of the homestead patent, was in violation of section 118 of the Public Land Law, although the
executed sale was deferred until after the expiration of the five-year- prohibitory period.

NOTE: Refer to KINDS OF ILLICIT THINGS (Art. 1459) and EXECUTORY v CONSUMMATED SALES
QUIROGA v. PARSONS, 38 PHIL 501

Doctrine: In order to classify a contract, due regard must be given to its essential clauses. In the contract
in question, what was essential, as constituting its cause and subject matter, is that the plaintiff was to furnish
the defendant with the beds which the latter might order, at the price stipulated, and that the defendant was to
pay the price in the manner stipulated. The price agreed upon was the one determined by the plaintiff for the
sale of these beds in Manila, with a discount of from 20 to 25 per cent, according to their class. Payment was
to be made at the end of sixty days, or before, at the plaintiff's request, or in cash, if the defendant so
preferred, and in these last two cases an additional discount was to be allowed for prompt payment.

These are precisely the essential features of a contract of purchase and sale. There was the
obligation on the part of the plaintiff to supply the beds, and, on the part of the defendant, to pay their price.
These features exclude the legal conception of an agency or order to sell whereby the mandatory or agent
received the thing to sell it, and does not pay its price, but delivers to the principal the price he obtains from
the sale of the thing to a third person, and if he does not succeed in selling it, he returns it.

By virtue of the contract between the plaintiff and the defendant, the latter, on receiving the
beds, was necessarily obliged to pay their price within the term fixed, without any other consideration and
regardless as to whether he had or had not sold the beds.

NOTE: Refer to SALE distinguished from AGENCY (Art. 1466)

CONCRETE AGGREGATES, INC. v. CTA, 185 SCRA 461

Doctrine: It is still good law that a contract to make is a contract of sale if the article is already
substantially in existence at the time of the order and merely requires some alteration, modification or
adaptation to the buyer's wishes or purposes. A contract for the sale of an article which the vendor in the
ordinary course of his business manufactures or procures for the general market, whether the same is on
hand at the time or not is a contract for the sale of goods.

Petitioner insists that it would produce asphalt or concrete mix only upon previous job orders
otherwise it would not do so. It does not and will not carry in stock cement and asphalt mix.  But the reason
is obvious. What practically prevents the petitioner from mass production and storage is the nature of its
products, that is, they easily harden due to temperature change and water and cement reaction. Stated
differently by respondent court, "it is self-evident that it is due to the highly perishable nature of asphalt and
concrete mix, as petitioner itself argues, that makes impossible for them to be carried in stock because they
cool and harden with time, and once hardened, they become useless.

Had it not been for this fact, petitioner could easily mass produce the ready-mixed concrete or
asphalt desired and needed by its various customers and for which it is mechanically equipped to do. It is
clear, however, that petitioner does nothing more than sell the articles that it habitually manufactures. It
stocks raw materials, ready at any time, for the manufacture of asphalt and/or concrete mix. Its marketing
system would readily disclose that its products are available for sale to anyone needing them. Whosoever
would need its products, whether builder, contractor, homeowner or payer with sufficient money, may order
aggregates, concrete mix or bituminous asphalt mix of the kind manufactured by petitioner. The habituality
of the production of goods for the general public characterizes the business of petitioner.

NOTE: Refer to SALE distinguished from CONTRACT FOR A PIECE OF WORK (Art. 1467)

PEOPLE’S HOMESITE AND HOUSING CORP. v. CA, 133 SCRA 777

Doctrine: The city council did not approve the subdivision plan. The Mendozas were advised in 1961 of
the disapproval. In 1964, when the plan with the area of Lot 4 reduced to 2,608.7 square meters was
approved, the Mendozas should have manifested in writing their acceptance of the award for the purchase of
Lot 4 just to show that they were still interested in its purchase although the area was reduced and to obviate
ally doubt on the matter. They did not do so. The PHHC board of directors acted within its rights in
withdrawing the tentative award.

We hold that there was no perfected sale of Lot 4. It was conditionally or contingently awarded to
the Mendozas subject to the approval by the city council of the proposed consolidation subdivision plan and
the approval of the award by the valuation committee and higher authorities.

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 law governing the form of contracts.

NOTE: Refer to WHEN CONTRACT OF SALE IS PERFECTED (Art. 1475)

EQUATORIAL REALTY DEVELOPMENT, INC v. MAYFAIR THEATER
INC.

The sale of the property should be rescinded because Mayfair has the right of first refusal. Both Equatorial and Carmelo
are in bad faith because they knew of the stipulation in the contract regarding the right of first refusal.

The stipulation is a not an option contract but a right of first refusal and as such the requirement of a separate
consideration for the option, has no applicability in the instant case. The consideration is built in the reciprocal
obligation of the parties.

In reciprocal contract, the obligation or promise of each party is the consideration for that of the other. (Promise to lease
in return of the right to first refusal)

NORKIS DISTRIBUTORS v. CA

RES PERIT DOMINO

As pointed out by the private respondent, the issuance of a sales invoice does not prove transfer of ownership
of the thing sold to the buyer. An invoice is nothing more than a detailed statement of the nature, quantity
and cost of the thing sold and has been considered not a bill of sale.

In all forms of delivery, it is necessary that the act of delivery whether constructive or actual, be coupled with
the intention of delivering the thing. The act, without the intention, is insufficient 

The Court of Appeals correctly ruled that the purpose of the execution of the sales invoice and the
registration of the vehicle in the name of buyer with the Land Registration Commission (Exhibit C) was not
to transfer to the buyer the ownership and dominion over the motorcycle, but only to comply with the
requirements of the Development Bank of the Philippines for processing private respondent's motorcycle
loan. (no intent to transfer ownership)

Article 1496 of the Civil Code which provides that "in the absence of an express assumption of risk by the
buyer, the things sold remain at seller's risk until the ownership thereof is transferred to the buyer," is
applicable to this case, for there was neither an actual nor constructive delivery of the thing sold, hence, the
risk of loss should be borne by the seller, Norkis, which was still the owner and possessor of the motorcycle
when it was wrecked. This is in accordance with the well-known doctrine of res perit domino.
Note: di ko alam bakit iba yung art 1496 sa civil code ngayon pls explain 

SOUTHERN MOTORS INC v. MONOSCO

THE ATTACHMENT OF THE CHATTEL MORTGAGED TRUCK DID NOT CONSTITUTE

FORECLOSURE UNDER PARAGRAPH (3)
The complaint is an ordinary civil action for recovery of the remaining unpaid balance due on the
promissory note. The plaintiff had not adopted the procedure or methods outlined by Sec. 14 of the Chattel
Mortgage Law but those prescribed for ordinary civil actions, under the Rules of Court. Had appellee elected
the foreclosure, it would not have instituted this case in court; it would not have caused the chattel to be
attached under Rule 59, and had it sold at public auction, in the manner prescribed by Rule 39. That the
herein appellee did not intend to foreclose the mortgage truck, is further evinced by the fact that it had also
attached the house and lot of the appellant.

The SC perceive nothing unlawful or irregular in appellee's act of attaching the mortgaged truck itself. Since
herein appellee has chosen to exact the fulfillment of the appellant's obligation, it may enforce execution of
the judgment that may be favorably rendered hereon, on all personal and real properties of the latter not
exempt from execution sufficient to satisfy such judgment.

PASCUAL v. UNIVERSAL MOTORS

ARTICLE 1484 (Par. 3) ALSO WITHHOLDS RECOURSE TO THE ADDITIONAL SECURITY

PUT UP BY A GUARANTOR
 SC: To sustain appellant's argument is to overlook the fact that if the guarantor should be compelled to pay
the balance of the purchase price, the guarantor will in turn be entitled to recover what she has paid from the
debtor vendee (Art. 2066, Civil Code); so that ultimately, it will be the vendee who will be made to bear the
payment of the balance of the price, despite the earlier foreclosure of the chattel mortgage given by him.
Thus, the protection given by Article 1484 would be indirectly subverted, and public policy overturned.

FILINVEST CREDIT CORP v. CA

ARTICLE 1485

Be that as it may, the real intention of the parties should prevail. The nomenclature of the agreement cannot
change its true essence, i.e., a sale on installments. It is basic that a contract is what the law defines it and the
parties intend it to be, not what it is called by the parties. It is apparent here that the intent of the parties to the
subject contract is for the so-called rentals to be the installment payments. Upon the completion of the
payments, then the rock crusher, subject matter of the contract, would become the property of the private
respondents. This form of agreement has been criticized as a lease only in name.
The importance of the criticism is heightened in the light of Article 1484 of the new Civil Code which
provides for the remedies of an unpaid seller of movables on installment basis. Indubitably, the device
contract of lease with option to buy is at times resorted to as a means to circumvent Article 1484, particularly
paragraph (3) thereof.

RIDAD v. FILIPINAS INVESTMENTS

RECOVERY OF ANY BALANCE AFTER FORECLOSURE OF CHATTEL MORTAGE ON THE

THING SOLD PROHIBITED

If the vendor avails himself of the right to foreclose his mortgage, the law prohibits him from further
bringing an action against the vendee for the purpose of recovering whatever balance of the debt secured not
satisfied by the foreclosure sale. The precise purpose of the law is to prevent mortgagees from seizing the
mortgaged property, buying it at foreclosure sale for a low price and then bringing suit against the mortgagor
for a deficiency judgment, otherwise, the mortgagor-buyer would find himself without the property and still
owing practically the full amount of his original indebtedness.

In the instant case, defendant corporation elected to foreclose its mortgage upon default by the plaintiffs in
the payment of the agreed installments. Having chosen to foreclose the chattel mortgage, and bought the
purchased vehicles at the public auction as the highest bidder, it submitted itself to the consequences of the
law as specifically mentioned, by which it is deemed to have renounced any and all rights which it might
otherwise have under the promissory note and the chattel mortgage as well as the payment of the unpaid
balance.
SPS. DELA CRUZ vs. CA

EFFECT OF FAILURE OF VENDOR TO FORECLOSE THE MORTGAGED PROPERTY

As we ruled in Filinvest Credit Corp. v. Phil. Acetylene Co., Inc. (G.R. No. 50449, January 1982, 111 SCRA
421) —
"Under the law, the delivery of possession of the mortgaged property to the mortgagee, the herein appellee,
can only operate to extinguish appellant’s liability if the appellee had actually caused the foreclosure sale of
the mortgaged property when it recovered possession thereof.
It is worth noting that it is the fact of foreclosure and actual sale of the mortgaged chattel that bar recovery by
the vendor of any balance of the purchaser’s outstanding obligation not satisfied by the sale. As held by this
Court, if the vendor desisted, on his own initiative, from consummating the auction sale, such desistance was
a timely disavowal of the remedy of foreclosure, and the vendor can still sue for specific performance.

POSSESSION OF MORTGAGED PROPERTY SHOULD BE RETURNED TO MORTGAGEE-

VENDEE UPON PAYMENT OF UNPAID BALANCE
Law and equity will not permit ASIAN to have its cake and eat it too, so to speak. By allowing ASIAN to
retain possession of the vehicle and then directing petitioners to pay the unpaid balance would certainly result
in unjust enrichment of the former.

Agustin v. Court of Appeals, G.R. No. 107846 (Resolution), [April 18, 1997],
338 PHIL 171-177

 The necessary expenses incurred in the prosecution by the

mortgagee of the action for replevin so that he can regain
possession of the chattel, should be borne by the mortgagor. Recoverable
expenses would include expenses properly incurred in effecting
seizure of the chattel and reasonable attorney's fees in prosecuting the
action for replevin.

Fiestan v. Court of Appeals, G.R. No. 81552, [May 28, 1990], 264 PHIL
364-374
 The prohibition mandated by par. (2) of Article 1491 in relation to
Article 1409 of the Civil Code does not apply where the sale of the
property in dispute was made under a special power inserted in or
attached to the real estate mortgage pursuant to Act No. 3135, as
amended.   |||

 Section 5 of Act No. 3135, as amended, creates and is designed to

create an exception to the general rule that a mortgagee or trustee
in a mortgage or deed of trust which contains a power of sale on
default may not become the purchaser, either directly or through the
agency of a third person, at a sale which he himself makes under
the power. Under such an exception, the title of the mortgagee-
creditor over the property cannot be impeached or defeated on the
ground that the mortgagee cannot be a purchaser at his own sale.

Borbon II v. Servicewide Specialists, Inc., G.R. No. 106418, [July 11,

1996], 328 PHIL 150-160)
  The remedies under Article 1484 of the Civil Code are not
cumulative but alternative and exclusive.
 The remedy chosen only bars the other choices only upon the
execution of the remedy. Thus, if the case is one for specific
performance, even when this action is selected after the vendee has
refused to surrender the mortgaged property to permit an
extrajudicial foreclosure, that property may still be levied on
execution and an alias writ may be issued if the proceeds thereof
are insufficient to satisfy the judgment credit. So, also, a mere
demand to surrender the object which is not heeded by the
mortgagor will not amount to a foreclosure, but the repossession
thereof by the vendor-mortgagee would have the effect of
foreclosure.
Power Commercial and Industrial Corp. v. Court of Appeals, G.R. No.
119745, [June 20, 1997], 340 PHIL 705-718
 Delivery remains an indispensable requisite as our law does not
admit the doctrine of transfer of property by mere consent.
 Symbolic delivery (Article 1498), as species of constructive delivery,
effects the transfer of ownership through the execution of a public
document. Its efficacy can, however, be prevented if the vendor
does not possess control over the thing sold, in which case this legal
fiction must yield to reality.

Addison v. Felix, G.R. No. 12342, [August 3, 1918], 38 PHIL 404-410

 In order that this symbolic delivery may produce the effect of
tradition, it is necessary that the vendor shall have had
such control over the thing sold that, at the moment of the sale, its
material delivery could have been made. It is not enough to confer
upon the purchaser the ownership and the right of possession. The
thing sold must be placed in his control. When there is no
impediment whatever to prevent the thing sold passing into the
tenancy of the purchaser by the sole will of the vendor, symbolic
delivery through the execution of a public instrument is sufficient.

Ten Forty Realty and Development Corp. v. Cruz, G.R. No. 151212,
[September 10, 2003], 457 PHIL 603-620
 With respect to incorporeal property, Article 1498 lays down the
general rule: the execution of a public instrument shall be equivalent
 to the delivery of the thing that is the object of the contract if, from
the deed, the contrary does not appear or cannot be clearly inferred.
 Execution of a public instrument gives rises only to a prima
facie presumption of delivery. Such presumption is destroyed when
the delivery is not effected because of a legal impediment.
 TOYOTA SHAW, INC., petitioner, vs. COURT OF APPEALS and LUNA L.
SOSA, respondents.
A DEFINITE AGREEMENT ON THE MANNER OF PAYMENT OF THE PRICE IS AN
ESSENTIAL ELEMENT IN THE FORMATION OF A BINDING AND ENFORCEABLE
CONTRACT OF SALE. 18 THIS IS SO BECAUSE THE AGREEMENT AS TO THE
MANNER OF PAYMENT GOES INTO THE PRICE SUCH THAT A DISAGREEMENT
ON THE MANNER OF PAYMENT IS TANTAMOUNT TO A FAILURE TO AGREE ON
THE PRICE. DEFINITENESS AS TO THE PRICE IS AN ESSENTIAL ELEMENT OF A
BINDING AGREEMENT TO SELL PERSONAL PROPERTY.
-----------------------
SOSA WAS NOT DEALING WITH TOYOTA BUT WITH POPONG BERNARDO. THE
LATTER DID NOT MISREPRESENT THAT HE HAD THE AUTHORITY TO SELL
ANY TOYOTA VEHICLE. HE KNEW THAT BERNARDO WAS ONLY A SALES
REPRESENTATIVE OF TOYOTA AND HENCE A MERE AGENT OF THE LATTER. IT
WAS INCUMBENT UPON SOSA TO ACT WITH ORDINARY PRUDENCE AND
REASONABLE DILIGENCE TO KNOW THE EXTENT OF BERNARDO'S
AUTHORITY AS AN AGENT20 IN RESPECT OF CONTRACTS TO SELL TOYOTA'S
VEHICLES. A PERSON DEALING WITH AN AGENT IS PUT UPON INQUIRY AND
MUST DISCOVER UPON HIS PERIL THE AUTHORITY OF THE AGENT.
----------------------
IN A SALE ON INSTALLMENT BASIS WHICH IS FINANCED BY A FINANCING
COMPANY, THREE PARTIES ARE THUS INVOLVED: THE BUYER WHO
EXECUTES A NOTE OR NOTES FOR THE UNPAID BALANCE OF THE PRICE OF
THE THING PURCHASED ON INSTALLMENT, THE SELLER WHO ASSIGNS THE
NOTES OR DISCOUNTS THEM WITH A FINANCING COMPANY, AND THE
FINANCING COMPANY WHICH IS SUBROGATED IN THE PLACE OF THE SELLER,
AS THE CREDITOR OF THE INSTALLMENT BUYER. SINCE B.A. FINANCE DID
NOT APPROVE SOSA'S APPLICATION, THERE WAS THEN NO MEETING OF
MINDS ON THE SALE ON INSTALLMENT BASIS.
-------------------------
AT THE MOST, THE VSP AGREEMENT MAY BE CONSIDERED AS PART OF THE
INITIAL PHASE OF THE GENERATION OR NEGOTIATION STAGE OF A
CONTRACT OF SALE. IT WAS A MERE PROPOSAL WHICH WAS ABORTED IN
LIEU OF SUBSEQUENT EVENTS. IT FOLLOWS THAT THE VSP CREATED NO
DEMANDABLE RIGHT IN FAVOR OF SOSA FOR THE DELIVERY OF THE VEHICLE
TO HIM, AND ITS NON-DELIVERY DID NOT CAUSE ANY LEGALLY
INDEMNIFIABLE INJURY.
 SAMPAGUITA PICTURES, INC., plaintiff-appellant, vs. JALWINDOR
MANUFACTURERS, INC., defendant-appellee.
OWNERSHIP IS NOT TRANSFERRED BY PERFECTION OF THE CONTRACT BUT
BY DELIVERY, EITHER ACTUAL OR CONSTRUCTIVE. THIS IS TRUE EVEN IF THE
PURCHASE HAS BEEN MADE ON CREDIT, AS IN THE CASE AT BAR. PAYMENT
OF THE PURCHASE PRICE IS NOT ESSENTIAL TO THE TRANSFER OF
OWNERSHIP AS LONG AS THE PROPERTY SOLD HAS BEEN DELIVERED.
OWNERSHIP IS ACQUIRED FROM THE MOMENT THE THING SOLD WAS
DELIVERED TO VENDEE, AS WHEN IT IS PLACED IN HIS CONTROL AND
POSSESSION.
---------------------------
CAPITOL ENTERED INTO A LEASE CONTRACT WITH SAMPAGUITA IN 1964,
AND THE LATTER BECAME THE OWNER OF THE ITEMS IN QUESTION BY
VIRTUE OF THE AGREEMENT IN SAID CONTRACT "THAT ALL PERMANENT
IMPROVEMENTS MADE BY LESSEE SHALL BELONG TO THE LESSOR AND THAT
SAID IMPROVEMENTS HAVE BEEN CONSIDERED AS PART OF THE MONTHLY
RENTALS."
----------------------
EXECUTION SALES AFFECT THE RIGHTS OF JUDGMENT DEBTOR ONLY, AND
THE PURCHASER IN THE AUCTION SALE ACQUIRES ONLY THE RIGHT AS THE
DEBTOR HAS AT THE TIME OF SALE. SINCE THE ITEMS ALREADY BELONG TO
SAMPAGUITA AND NOT TO CAPITOL, THE JUDGMENT DEBTOR, THE LEVY AND
AUCTION SALE ARE, ACCORDINGLY, NULL AND VOID. IT IS WELL-SETTLED IN
THIS JURISDICTION THAT THE SHERIFF IS NOT AUTHORIZED TO ATTACH
PROPERTY NOT BELONGING TO THE JUDGMENT DEBTOR.

SOUTHWESTERN SUGAR AND MOLASSES COMPANY, plaintiff-appellee,

vs. ATLANTIC GULF & PACIFIC COMPANY
A PROMISE TO SELL TO BE VALID MUST BE SUPPORTED BY A
CONSIDERATION DISTINCT FROM THE PRICE, WHICH MEANS THAT THE
OPTION CAN STILL BE WITHDRAWN, EVEN IF ACCEPTED, IF THE SAME IS NOT
SUPPORTED BY ANY CONSIDERATION DISTINCT FROM THE PRICE.



 ATKINS, KROLL & CO., INC., petitioner, vs. B. CUA HIAN TEK
IF AN OPTION IS GIVEN WITHOUT CONSIDERATION, IT IS MERE OFFER OF
CONTRACT OF SALE, WHICH IS NOT BINDING UNTIL ACCEPTED. IF, HOWEVER,
ACCEPTANCE IS MADE BEFORE A WITHDRAWAL, IT CONSTITUTES A BINDING
CONTRACT OF SALE, EVEN THOUGH THE OPTION WAS NOT SUPPORTED BY A
SUFFICIENT CONSIDERATION.
--------------------------
UPON ACCEPTING HEREIN PETITIONER'S OFFER, A BILATERAL PROMISE TO
SELL AND TO BUY ENSUED, AND THE RESPONDENT IPSO FACTO ASSUMED
THE OBLIGATIONS OF A PURCHASER. HE DID NOT JUST GET THE RIGHT
SUBSEQUENTLY TO BUY OR NOT TO BUY. IT WAS NOT A MERE OPTION THEN;
IT WAS BILATERAL CONTRACT OF SALE.




SPOUSES TRINIDAD AND EPIFANIO NATINO, petitioners, vs. THE

INTERMEDIATE APPELLATE COURT, THE RURAL BANK OF AGUILAR,
INC. AND THE PROVINCIAL SHERIFF EX-OFFICIO OF PANGASINAN,
respondents.
THE RIGHT TO REDEEM BECOMES FUNCTUS OFFICIO ON THE DATE OF ITS
EXPIRY, AND ITS EXERCISE AFTER THE PERIOD IS NOT REALLY ONE OF
REDEMPTION BUT A REPURCHASE.
----------------------------
DISTINCTION MUST BE MADE BECAUSE REDEMPTION IS BY FORCE OF LAW;
THE PURCHASER AT PUBLIC AUCTION IS BOUND TO ACCEPT REDEMPTION.
REPURCHASE HOWEVER OF FORECLOSED PROPERTY, AFTER REDEMPTION
PERIOD, IMPOSES NO SUCH OBLIGATION. AFTER EXPIRY, THE PURCHASER
MAY OR MAY NOT RE-SELL THE PROPERTY BUT NO LAW WILL COMPEL HIM
TO DO SO. AND, HE IS NOT BOUND BY THE BID PRICE; IT IS ENTIRELY WITHIN
HIS DISCRETION TO SET A HIGHER PRICE, FOR AFTER ALL, THE PROPERTY
ALREADY BELONGS TO HIM AS OWNER.
-------------------------
A COMMITMENT BY THE BANK TO RESELL A PROPERTY, WITHIN A SPECIFIED
PERIOD, ALTHOUGH ACCEPTED BY THE PARTY IN WHOSE FAVOR IT WAS
MADE, WAS CONSIDERED AN OPTION NOT SUPPORTED BY A CONSIDERATION
DISTINCT FROM THE PRICE AND, THEREFORE, NOT BINDING UPON THE
PROMISSOR.
 FEDERICO SERRA, petitioner, vs. THE HON. COURT OF APPEALS AND
RIZAL COMMERCIAL BANKING CORPORATION, respondents.
A PRICE IS CONSIDERED CERTAIN IF IT IS SO WITH REFERENCE TO ANOTHER
THING CERTAIN OR WHEN THE DETERMINATION THEREOF IS LEFT TO THE
JUDGMENT OF A SPECIFIED PERSON OR PERSONS, AND GENERALLY, GROSS
INADEQUACY OF PRICE DOES NOT AFFECT A CONTRACT OF SALE. (DOCTRINE)
---------------------
A CONTRACT OF ADHESION IS ONE WHEREIN A PARTY, USUALLY A
CORPORATION, PREPARES THE STIPULATIONS IN THE CONTRACT, WHILE THE
OTHER PARTY MERELY AFFIXES HIS SIGNATURE OR HIS "ADHESION" THERETO.
THESE TYPES OF CONTRACTS ARE AS BINDING AS ORDINARY CONTRACTS.
BECAUSE IN REALITY, THE PARTY WHO ADHERES TO THE CONTRACT IS FREE
TO REJECT IT ENTIRELY. (CONCEPT)
--------------------
EXTRAORDINARY INFLATION EXISTS WHEN THERE IN AN UNIMAGINABLE
INCREASE OR DECREASE OF THE PURCHASING POWER OF THE PHILIPPINE
CURRENCY, OR FLUCTUATION IN THE VALUE OF PESOS MANIFESTLY BEYOND
THE CONTEMPLATION OF THE PARTIES AT THE TIME OF THE ESTABLISHMENT
OF THE OBLIGATION. (CONCEPT)


 PEDRO ROMAN, plaintiff-appellant, vs. ANDRES GRIMALT, defendant-
appellee. Alberto Barretto, for appellant. Chicote, Miranda & Sierra, for
appellee.
A SALE SHALL BE CONSIDERED PERFECTED AND BINDING AS BETWEEN
VENDOR AND VENDEE WHEN THEY HAVE AGREED AS TO THE THING WHICH
IS THE OBJECT OF THE CONTRACT AND AS TO THE PRICE, EVEN THOUGH
NEITHER HAS BEEN ACTUALLY DELIVERED.
-------------------
OWNERSHIP IS NOT CONSIDERED TRANSMITTED UNTIL THE PROPERTY IS
ACTUALLY DELIVERED AND THE PURCHASER HAS TAKEN POSSESSION OF
THE VALUE AND PAID THE PRICE AGREED UPON, IN WHICH CASE THE SALE IS
CONSIDERED PERFECTED.
--------------------------
WHEN THE SALE IS MADE BY MEANS OF A PUBLIC INSTRUMENT THE
EXECUTION THEREOF SHALL BE EQUIVALENT TO THE DELIVERY OF THE
THING WHICH IS THE OBJECT OF THE CONTRACT. (ART. 1462 OF THE CIVIL
CODE.)
-------------------------
IF NO CONTRACT OF SALE WAS ACTUALLY EXECUTED BY THE PARTIES, THE
LOSS OF THE VESSEL MUST BE BORNE BY ITS OWNER AND NOT BY A PARTY
WHO ONLY INTENDED TO PURCHASE IT AND WHO WAS UNABLE TO DO SO ON
ACCOUNT OF FAILURE ON THE PART OF THE OWNER TO SHOW PROPER TITLE
TO THE VESSEL AND THUS ENABLE THEM TO DRAW UP THE CONTRACT OF
SALE.
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THE VESSEL WAS SUNK BEFORE THE OWNER HAD COMPLIED WITH THE
CONDITION EXACTED BY THE PROPOSED PURCHASER, TO WIT, THE
PRODUCTION OF THE PROPER PAPERS SHOWING THAT THE PLAINTIFF WAS IN
FACT THE OWNER OF THE VESSEL IN QUESTION.
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THE DEFENDANT WAS UNDER NO OBLIGATION TO PAY THE PRICE OF THE
VESSEL, THE PURCHASE OF WHICH HAD NOT BEEN CONCLUDED. THE
CONVERSATIONS HAD BETWEEN THE PARTIES AND THE LETTER WRITTEN BY
DEFENDANT TO PLAINTIFF DID NOT ESTABLISH A CONTRACT SUFFICIENT IN
ITSELF TO CREATE RECIPROCAL RIGHTS BETWEEN THE PARTIES.