WEEK 1

[1]
Salazar v. Court of Appeals
G.R. No. 118203, July 5, 1996
Petitioners: Emilio A. Salazar and Teresita Dizon
Repondents: Court of Appeals and Jonette Borres

FACTS:
 Dr. Salazar owns two parcels of land with land improvements located at Makati, which
he offered to sell to Jonette Borres for PHP 1,000,000.00.
 A Deed of Absolute Sale was agreed to be signed by Dr. Salazar provided that Ms.
Borres pays ½ of the consideration in cash by June 15, 1989 and the remaining balance
by June 30 of the same year.
 Dr. Salazar places the Deed of Absolute Sale and the Titles of the Land in question to a
certain Teresa Dizon with the instruction not to surrender said documents to Ms. Borres
until upon payment of the full price in cash.
 On June 16, 1989 it was made known to Dr. Salazar that Ms. Borres has not paid the
down payment.
 The sale was halted by Dr. Salazar.

ISSUES:
1) Whether or not the so-called Deed of Absolute Sale executed by the petitioner Emilio
Salazar in favor of Jonette Borres is a perfected contract of sale or a mere contract
to sell; and
2) Whether or not the action for specific performance which the latter filed will lie to compel
the former to deliver the Deed of Absolute Sale, the Titles, and other documents relative
to the property in question
HELD:
1) No. The Deed of Absolute sale is not a perfected contract of sale but is only a mere
contract to sell since the suspensive condition was not complied with by Borres. Further,
Borres was not, in fact, financially prepared to buy the parcels of land on or before June
15 1989
2) Since the Deed of Absolute Sale is a mere contract to sell, Dr. Salazar is not
compelled to deliver the Deed of Absolute Sale, the Titles, and other documents relative
to the property in question. In a contract to sell, ownership is, by agreement, reserved in
the vendor and is not to pass to the vendee UNTIL full payment of the purchase
price.

NOTES:
 In a contract of sale, the title to the property passes to the vendee upon the delivery of
the thing sold.
 In a contract to sell, ownership is, by agreement, reserved in the vendor and is not to
pass to the vendee UNTIL full payment of the purchase price.
 Otherwise stated, in a contract of sale the vendor loses ownership over the property and
cannot recover it until and unless the contract is RESOLVED or RESCINDED;
 whereas in a contract to sell, title is retained by the vendor until full payment of the price.
Payment of the price is the positive suspensive condition, failure of which is not a
breach but an event prevents the obligation of the vendor to convey titles from
becoming effective.