Seven will come out in midterm exams

1. Contract of sale and contract of agency to sale differences

- essential requisties
- exculsive agency, or commission according to supreme court not binding. When is there a contract
of agency to sell? If the ownership of the property to be sold is retained by the seller principle as
manifested by the fact that he has control with respect to the fixing of the price, terms of sale of third
party, and if there is an indication that unsold items must be returned to principle seller, one of
agnecy to sell. FOCUS must be on the object and the cause. If you can deduce that there was transer
of ownership and there should be payment of price, it is a contract of sale, If ownershpip and control
is retained by principle and owner, and remittance will happen only in execution of sale in favor of thir
party, an items should be returned, agency to sell.

2. 1479 in relation to 1324

- if offeror has allowed offerree certain period to accept, that offer may be withdrawn at any time
before acceptance, by communicating withrawal to oferre. But if founded upon consideration, valid
option contract which would bind the offereror. Has to wait for offerree to make up his mind, if there
is a consideration of that offer if he would violate in breach of option contract. Breach and damages.
1479 exception to 1324. There has to be an independent consideration. Sanchez case, where SC
clarified that there is no difference between 1324 and 1479, they are implementing the same rule for
an option supporte by a consideration strongly suggests the intention is the same. If there is no
independent consideration for the option, it can be withdrawn by the offeror, against abuse of rights.
If offer was made to offerree, and offer gave a period but there is no consideration. But it is known
that he incurred expenses although it is not supporte by consideration. Consider the requirements
under ARticle 19, there can be a COA for damages based on human relations. It will be a little bit
difficult to prove there was bad faith in the withdrawal. The right remedy is action for damages, under
the rule of abuse of rights. If independent consideration, breach option contract that would justify
damages. In both instances, once acceptance is made known, there is already a perfected sale, so the
proper remedy is action for specific performance. It is important to determine if at the time
acceptance made known, was the offer withdrawn already? If no, regardless if there was a
consideration, there will be a meeting of the minds. CONCEPT OF MEETING OF MINDS: once offeror is
made aware of acceptance BEFORE withdrawal, there is meeting of the minds. LOOK IN THE FACTS:
Who was the first to say. REgardless as to whether or not there is a consideration or option contract,
what you should look for is IF THERE IS MEETING OF THE MINDS. I there is no independent
consideration, abuse of rights. If there is independent considereation, violation of option of contract,
independent prepartory contract, so remedy is damages. Equitorial case: A right of first refusal. There
is some similiarity with the option contract if we follow the dissent, but that is not the majority. A
right of first refusal, if he decides to sell leased property, must sell first to lessee. Only after, can he
sell to thir parties. First priorty to buy, Without mentioning the price. Option or priority to buy,
consideration are the terms of contract of lease. GR: without cause, there is no contract. In the
contract for right of first refusal, and independent consideration is NOT a requirement. That is also a
consideration for right of first refusal. EQUITORIAL REALTY: where it was held that stipulation granting
right of first refusal part of lease, so includes. IF there is a breach of the right of first refusal, the
proper remedy is an action for recission ARt 1381, a contract entered into in fraud of creditors when
he cannot collect his claims. The object of the lease was sold to equitorial, allowing mayfair the sale.
SInce it was in bad faith, in fraud of creditors, so it can be rescinded. Justice Vitug dissented and said
not rescind, but damages. Option contract, if the third party is aware that there was an option
contract, it can be added under 1381. It’s an analysis personal to sir’s part, considerinf the ruling in
Mayfair. If at first instance, the lessee manfested his decsision, SC said no need to go back. If the
property, which is subject to the right of first refusal was transferred to a corporation in exchange of
stock, it would not be
From interest directly in property, and interest. Same concept that the lessee cannot say that before
you can excahnge the property, as there woul be a breach of right of first refusal. Retain interest in
that property.

3. Contract to sell, and 1191.

In CAstillo, IT says that in a contract to sell, it is one that is subject to the positive suspensive
condition. The condition of the buyers full payment of purchase price. If there is failure on the part of
the buyer to comply with the suspensive conition, it will not give rise to the obligation to sell. No nee
to give rise to the cotnract to sell. The parties will be left as if the contract to sell never existed
because of the non fulfillment of the suspensive condition. There will be no taking effect of the
obligation. It is important to take note of the specific contract.

Conitional 1. executed contract, subject to a condition. Property is transferred to buyer, but non
payement is a negarive resolutory condition. Negative resolutory condition, return property to
seller.Conditional executed contract of sale. The ownership of the property sold does not pass upon a
certain time, for some, full payment of purchase price. Contract to sell, will sell if you pay entirey.
EXECUTION OF DEED OF ABSOLUTE SALE upon compliance of absolute sale.

Olivares case, in the case of a conditional sale, upon full paymnet of purchase price, there is
automatic transfer of title from seller to buyer, without any act to be performed by the seller. If there
is non payment in a conditional sale that is already executed, the remedy can be article 1191 which is
recission or resolution for non complaicne with the obligation, which is the obligation to pay the price.
Non compliacne with suspensive condition, no need to rescind, left as though no obligation to sell
existed. But if executed conitional contract of sale, there is already a transfer, there is an action.
OWNERSHIP IS TRANSFERED BY OPERATION OF LAW WITHOUT FURTHER ACTION because condition
was complied with. IF there is non-complaicne, the buyer will loose

Art 96 for AC, 194 conjugal partnership. While it is possible for one spouse to have ownership, does
not include acts of disposition including sale without court authorixation. If husband would like to sell,
he needs to have the written consent of the wife. Without that and court authorization under certain
circumstnacs, make the sale void. It will be construed as a continuing offer. Article 166 of Civil code.
Without consent of spouse, the sale is void.

MAKATANGAY: the husband sold his property owned by the conjugal property. The wife authorized
the sibling.One at instance of husband, and the other through instance of wife. What does the SC say
in Makatangay? The sale is void because the consent of the spouse it refers to the sale of the entire
property, not just for the interest of one. The consent of the wife is not specific. 124 needs a written
consent, the jurisprudence in Perez is valid even with the provisions of 124 o the Family Code.

In relation of the persons prohibited, 1490 and 1491. There could be an existing relation of trust.1490,
husband and wife, cannot sell to each other.

Articles 111, articles 145, allow without the consent of other spouse as it is separate peoperty.
Guardians,

1409 of void contracts will tell us that if there is a prohibition, the contract will be void. Void because
of 1409, therefore the contract of sale is void

Prohibition on lawyers. 10% of land is not covered by 1491. Instead of giving cash, proeprty is given.
Oes not cover a contingent fee contract because the implementation will happen only after the
finality of the judgement in favor of the client. It is not a sale or transfer of property that is the object
of the lititagion. Sale void, and the lawyer subject to administrative charge. Applied the prohibition, it
is an act of legal practice.

In the case of Milado, before the lawyer was engaged as council for one of the aprties, there was
already a prior agreement that he will be entitled to a portion of the property. 1491 will not apply
because the aquistion of the interest by the lawyer will happen before he entered his appearance as
council for the party (co-owner). If the same thing should have been sold to different vendees, the
ownership should be transfered to first to take possession in good faith. First to record in the registry
of property in good faith. The first to posses in good faith, the one to present the oldest title.
Contracts to sale. When to apply 1544. Contract of sale will prevail, in which case a remedy of
recission will be applied for. In multiple sales, only one seller. Same seller. Two or more sales,
executed by same seller.
Depend on the validity of titles of respective sellers. Buyer will step into the shos of the seller. OR the
rule that one who is first in time will be prederred in right. At the time subsequent sale was made,
sold beforehand. What is applied is the one who is in first in time, first in right.

Rules of court, the one who purchases in execution sale steps into shoes of judgement debtor.
Nothing was transferred to the purchaser. If you will relate this to the new rules, Section 16 of Rle 39,
there is a rule that will apply if there is a third party who claims ownership. That same provision
provides that the third party claimant will not be prohibited from pursuing the vindication of his
claim. It will not be governmed by 1544. What will be applied is who has more rights., First in time,
first in right, BUT NOT DOUBLE SALE

LOOK AT RULE ON DOUBLE SALE

One in bad faith, second buyer. First buyer, even if you know you sold the property to another person,
you are still considered a registrant in good faith if you will go to the register of deeds and register the
sale. Did he know there was a previous sale? If yes, bad faith. He id not know if he failed to comply
with the requitemet, to check as a prudent buyer would do.When there is an adverse claimant, if he is
actually in possession