CONEJOS LAYLO AMPONG PILAPIL SY GARCIA CHIONGSON LAW

38. Cruz-vs-Fernando, Sr. (~Diana)

Dec 9, 2005; P:Austria-Martinez *The misinterpreted Kasunduan(Agreement)
Facts:
1. The Glorioso spouses owns a 710-square meter property in Sto. Cristo, Baliuag, Bulacan
2. On August 6, 1983, the Gloriosos executed a Kasunduan with the Cruz spouses
 Afterwards, they occupied the front portion of the said property
3. On March 9, 1987, the Gloriosos executed a deed of sale over the said land in favor of Fernando spouses
4. On October 21, 1994, Fernando spouses filed with the RTC a complaint for accion publiciana  against Cruz’s, demanding the
latter to vacate the premises
5. RTC ruled in favor of the Fernando Spouses. CA Affirmed it.
6. Now, the Cruz’s contend that they have purchased the subject property by virtue of the 1983 Kasunduan with the Gloriosos;
Issue:
1) Can the 1983 Kasunduan be interpreted as a Contract OF Sale, which has transferred the ownership over said property to
the Cruz Spouses?
2) Do the petitioner have a superior right of ownership over subject property, for the filing of the action publiciana?
3) Are the Fernando Spouses buyers in bad faith?
Held:
1) No. The said contract is just AN OFFER TO SELL
2) No. They were merely occupying said lot through the tolerance of the owners.
3) No. This is because there was no prior perfected sale of said lot to the Cruz spouses anyway.
Decision:
-Petition Denied, Judgment Affirmed.-
Ruling:
The Kasunduan (Basic Terms and Agreement)
a. Na pumayag ang mga maysumbong (referring to the Gloriosos) na pagbilhan ang mga ipinagsumbong
(referring to petitioners) na bahagi ng lupa at ang ipagbibili ay may sukat na 213 metrong parisukat
humigit kumulang sa halagang P40.00 bawat metrong parisukat;

b. Na sa titulong papapanaugin ang magiging kabuuang sukat na mauukol sa mga ipinagsusumbong ay 223
metrong parisukat at ang 10 metro nito ay bilang kaloob ng mga maysumbong sa mga Ipinagsusumbong
na bahagi ng right of way;

c. Na ang right of way ay may luwang na 1.75 meters magmula sa daang Lopez Jaena  patungo sa likuran
ng lote na pagtatayuan ng bahay ng mga Ipinagsusumbong na kanyang bibilhin;

d. Na ang gugol sa pagpapasukat at pagpapanaog ng titulo ay paghahatian ng magkabilang panig na ang

panig ay magbibigay ng halagang hindi kukulanging sa halagang tig-AAPAT NA DAANG PISO (P400.00);

e. Na ang ipinagsusumbong ay tiyakang ililipat ang bahay sa bahaging kanilang nabili o mabibili sa buwan
ng Enero 31, 1984; (Emphasis supplied)

1. The Kasunduan is a Contract TO Sell

a. No Definite Manner of Payment of Purchase Price

 Rule: 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 (Toyota Shaw-vs- CA)
o Normally, in a contract to sell, the payment of the purchase price is the positive suspensive
condition upon which the transfer of ownership depends (Gomez-vs-CA). Of course, it may vary
depending on the parties’ agreement.
 Application:
 The Kasunduan does not establish any definite agreement between the parties concerning the terms of
payment. What it merely provides is the purchase price for the 213-square meter property at  P40.00 per
square meter. 
b. Based on the tenses used, there was only an agreement to sell
 “Pagbilhan” and “Ipagbibili” (“Agreed to Sell” to “The portion to be Sold”) – (a)
 “Nabili o Mabibili” (bought or will be bought) – (e)
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o No consummated sale: Gloriosos still maintain ownership
c. No formal deed of conveyance
 Means that there was no intention to immediately transfer ownership
d. Failure to abide to the “suspensive condition” to relocate
 Agreement:
The Gloriosos were only selling the REAR PORTION of the lot to the Cruz’s
 As seen in the provision on establishing a right of way from Lopez Jaena road going towards the back
of the lot and requiring them to relocate their house to the portion being sold by January 31, 1984– (b)
 Effect:
 “This condition is a suspensive condition noncompliance of which prevented the Gloriosos from
proceeding with the sale and ultimately transferring title to petitioners;  and the Kasunduan from having
obligatory force”
 NOW: since there was no relocation made, the Gloriosos have no obligation to consider the sale of said
property.
o Failure to fulfill the condition rendered the contract to sell INEFFECTIVE AND UNPERFECTED

2. No. They were merely occupying said lot through the tolerance of the owners. (The previous owner and the Gloriosos
were relatives of the Cruz spouses). Their possession cannot ripen into ownership.
 A person who occupies the land of another at the latter's forbearance or permission without any contract
between them is necessarily bound by an implied promise that he will vacate upon demand (Macasaet-vs-
Macasaet)

3. No. The Fernandos are not buyers in bad faith

 Coronel-vs-CA:
o In a contract to sell, there being no previous sale of the property, a third person buying such property
despite the fulfillment of the suspensive condition such as the full payment of the purchase price,
for instance, cannot be deemed a buyer in bad faith and the prospective buyer cannot seek the relief
of reconveyance of the property.   There is no double sale in such case.  Title to the property will
transfer to the buyer after registration because there is no defect in the owner-seller’s title   per se, but
the latter, of course, may be sued for damages by the intending buyer.  (Emphasis supplied)

Concept:
 The Differences
Contract of Sale
- title to the property passes to
the vendee upon the delivery of
the thing sold
- the vendor loses ownership over
the property and cannot recover
it until and unless the contract is
resolved or rescinded
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
- title is retained by the vendor until
full payment of the price
(payment of the price is a positive suspensive
condition, failure of which is not a breach but
an event that prevents the obligation of the
vendor to convey title from becoming
effective.)

39. Sanchez -vs- Rigos (~Diana)

June 14, 1972; P: Concepcion
An option to sell, if accepted is binding between the parties; even if there was no consideration separate from the price
Facts:
1. On April 1961, Severina Rigos(seller) executed an “Option to Purchase” in favor of Nicolas Sanchez(prospective buyer)
 The Promise: Rigos “agreed, promised, and committed to sell” her land in Nueva Ecija
 Price: P 1,510.00
 Term: 2 years; after which, the contract shall be deemed “terminated and elapsed”
2. Sanchez made several tenders of payment of the agreed amount to Rigos. However, they were rejected.
3. Sanchez sued Rigos for specific performance and damages; Sanchez won.
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a. Sanchez: Since he “agreed and committed” to buy said property, the promise in the contract is reciprocally
demandable
b. Rigos: There was no consideration separate from the price so the acceptance cannot bind the other party
c. Court: the contract is binding since consideration is presumed in the said case. Rigos failed to prove her
allegation that there was no consideration separate from price.
4. Now, Rigos appeals to the SC.
Issue:
Does an accepted unilateral promise to sell bind the parties, even if it does not provide a consideration separate from the price?
Held:
Yes. It does bind the parties because the concurrence of the offer and acceptance generated the contract.
Decision:
-Judgment Affirmed-
Ruling:
1) A unilateral promise to sell generates a bilateral contract of purchase and sale upon acceptance
a. Bengzon:
- When an offeree decides to accepts the promise to sell, he also assumes the obligations of a purchaser.
- Upon acceptance, there’s no longer an option to buy but a bilateral contract of sale.
b. US Jurisprudence:
- “The concurrence of both acts — the offer and the acceptance — could at all events have generated a contract,
if none there was before”
- In such case, the lack of consideration can no longer be a basis for the invalidity of the contract
c. Application (In Concurring Opinion by Justice Antonio)
 “In the present case the trial court found that the "Plaintiff (Nicolas Sanchez) had offered the sum of Pl,510.00
before any withdrawal from the contract has been made by the Defendant (Severina Rigos)." Since Rigos'
offer sell was accepted by Sanchez, before she could withdraw her offer, a bilateral reciprocal contract — to
sell and to buy — was generated.”
2) Art. 1324 and Art. 1479 should be interpreted in a way which would reconcile or harmonize said provisions, in accordance
with the rule on statutory construction
a. the reference, in both the second paragraph of Art. 1479 and Art. 1324, to an option or promise supported by or
founded upon a consideration, strongly suggests that the two (2) provisions intended to enforce or implement the
same principle.
b. Exceptions are not favoured(unless the intention to the contrary is clear):
o Southwestern Sugar & Molasses Co. v. Atlantic Gulf & Pacific Co considers Art. 1479 as an exception to Art.
1324.
 This is why this court decision expressly abandoned the doctrine on said case
Laws Mentioned
 ART. 1479.
A promise to buy and sell a determinate thing for a price certain is reciprocally demandable.
An accepted unilateral promise to buy or to sell a determinate thing for a price certain is binding upon the
promissor if the promise is supported by a consideration distinct from the price.
 ART. 1324
When the offerer has allowed the offeree a certain period to accept, the offer may be withdrawn any time before
acceptance by communicating such withdrawal, except when the option is founded upon consideration as something paid
or promised."

40. Equatorial Realty Development Inc, Carmelo & Bauermann, Inc. vs Mayfair Theater, Inc. (Chip)
November 21, 1996 - Hermosisima *Lessee surreptitiously deprived of right of first refusal.
Facts:
1. On June 1, 1967 Carmelo entered into a contract of lease with Mayfair for the use of its Recto property as a motion picture
theater for 20 years, called “Maxim Theatre”.
2. Two years later, on March 31, 1969, Mayfair entered into a second contract of lease with Carmelo for the lease of the rest of
Carmelo’s Recto property, which was called “Miramar Theatre”.
3. Both contracts of lease provides (sic) identically worded paragraph 8, which reads:
That if the LESSOR should desire to sell the leased premises, the LESSEE shall be given 30-days exclusive option to
purchase the same.
In the event, however, that the leased premises is sold to someone other than the LESSEE, the LESSOR is bound and
obligated, as it hereby binds and obligates itself, to stipulate in the Deed of Sale hereof that the purchaser shall recognize
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this lease and be bound by all the terms and conditions thereof.
4. Sometime in August 1974, Mr. Henry Pascal of Carmelo informed Mr. Henry Yang, President of Mayfair, by phone that Carmelo
wanted to sell the entire Claro M. Recto property. He told Mr. Yang that a certain Jose Araneta was offering to buy the whole
property for $1.2M. He then asked Yang is he was willing to buy the property for 6 to 7 million pesos. Mr. Yang replied that he
would let Mr. Pascal know of his decision. On August 23, 1974, Mayfair replied through a letter reminding the latter of the
stipulation number 8. Carmelo did not reply to this letter.
5. On September 18, 1974, Mayfair sent another letter to Carmelo purporting to express interest in acquiring not only the leased
premises but "the entire building and other improvements if the price is reasonable. Four years later, on July 30, 1978,
Carmelo sold its entire C.M. Recto Avenue land and building, which included the leased premises housing the "Maxim" and
"Miramar" theatres, to Equatorial by virtue of a Deed of Absolute Sale, for the total sum of P11,300,000.00.
6. In September 1978, Mayfair instituted an action for specific performance and damages.
7. In its Answer, Carmelo alleged that:
 that it had informed Mayfair of its desire to sell the entire C.M. Recto Avenue property and offered the same to
Mayfair, but the latter answered that it was interested only in buying the areas under lease, which was impossible since
the property was not a condominium
 that the option to purchase invoked by Mayfair is null and void for lack of consideration.
8. Equatorial, in its Answer, pleaded that the option is void for lack of consideration and is unenforceable by reason of its
impossibility of performance because the leased premises could not be sold separately from the other portions of the land and
building.
 It counterclaimed for cancellation of the contracts of lease, and for increase of rentals in view of alleged supervening
extraordinary devaluation of the currency. Equatorial likewise cross-claimed against co-defendant Carmelo for
indemnification in respect of Mayfair's claims.
9. The RTC ruled for Carmelo and Equatorial, finding that the stipulation provided for an option contract which required a
consideration distinct form the price. Since there was no price, then the option for Mayfair to purchase is gone.
10. Mayfair then appealed to the CA, which reversed the trial court’s ruling.
 It found that there was no option contract in stipulation 8, and that instead there was a grant of a right of first
refusal.
 It ordered Carmelo to return the purchase price to Equatorial and for Equatorial to return the title to the property to
Carmelo. Then, Carmelo should make an offer to Mayfair to purchase the property.
11. The CA explained its ruling in this way:
Article 1324 = speaks of an "offer" made by an offeror which the offeree may or may not accept within a certain period.
 the offer may be withdrawn by the offeror before the expiration of the period and while the offeree has not yet
accepted the offer.
 the offer cannot be withdrawn by the offeror within the period if a consideration has been promised or given by
the offeree in exchange for the privilege of being given that period within which to accept the offer. The
consideration is distinct from the price which is part of the offer.
 The contract that arises is known as option.
 In the case of Beaumont vs. Prieto, 41 Phil. 670, the Supreme court, citing Bouvier, defined an option as follows: "A
contract by virtue of which A, in consideration of the payment of a certain sum to B, acquires the privilege of buying
from or selling to B, certain securities or properties within a limited time at a specified price," (pp. 686-7).

Paragraph 2, Article 1479 = contemplates of an "accepted unilateral promise to buy or to sell a determinate thing for a price
within (which) is binding upon the promisee if the promise is supported by a consideration distinct from the price."
 What is provided here is called an “offer”
 An "offer", in our laws, is a proposal to enter into a contract, as mentioned in the case of Rosenstock vs Burke.
 To constitute a legal offer, the proposal must be certain as to the object, the price and other essential terms of the
contract (Art. 1319, Civil Code).
Hence, Carmelo and Equatorial filed this petition before the SC.
Issue 1: Does stipulation number 8 provide a contract of option?
Held: No. It provides for a right of first refusal. Such a stipulation is common in contracts of lease nowadays, where the lessee seeks
to protect his interests by securing a right to match an offer made by another person.
Decision: The petition in DENIED, the ruling of the CA is AFFIRMED. The contract between Carmelo and Equatorial is RESCINDED,
Carmelo is ordered to return the purchase price to Equatorial, Equatorial is ordered to return the property to Carmelo, and Carmelo
is finally ordered to offer the property to Mayfair for P11,300,000.
Ruling:
The court first disposed of the contention that the decision made by the CA was improper, and said:
“This court having ruled the procedural irregularities raised in the fourth assigned error of Carmelo and Equatorial, to be an
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independent and separate subject for an administrative complaint based on misconduct by the lawyers and justices implicated
therein, it is the correct, prudent and consistent course of action not to pre-empt the administrative proceedings to be
undertaken respecting the said irregularities”.
1. Moving on to the pertinent part of the case, the court ruled that the CA was correct in finding that what stipulation 8
provided was a right of first refusal and not an option contract.
2. As early as 1916, in the case of Beaumont vs. Prieto, the court characterized an option contract as one necessarily involving the
choice granted to another for a distinct and separate consideration as to whether or not to purchase a determinate thing at a
predetermined fixed price.
3. In many cases, the court has ruled that a lessee may lose his option if he fails to perform the consideration distinct from the
price. In all these cases, the selling price of the object thereof is always predetermined and specified in the option clause in the
contract or in the separate deed of option. In this case, not only is there an absence of a consideration distinct from the
purchase price, there is even the absence of the exact purchase which the consideration is supposed to distinguish itself from.
THERE IS NO PRICE MENTIONED IN STIPULATION 8 IN THE FIRST PLACE.
4. In the instant case, the right of first refusal is an integral part of the contracts of lease. The consideration is built into the
reciprocal obligations of the parties. To rule that a contractual stipulation such as that found in paragraph 8 of the contracts is
governed by Article 1324 on withdrawal of the offer or Article 1479 on promise to buy and sell would render in effectual or
"inutile" the provisions on right of first refusal so commonly inserted in leases of real estate nowadays.
5. The Court of Appeals is correct in stating that Paragraph 8 was incorporated into the contracts of lease for the benefit of Mayfair
which wanted to be assured that it shall be given the first crack or the first option to buy the property.
6. It is not also correct to say that there is no consideration in an agreement of right of first refusal:
 The stipulation is part and parcel of the entire contract of lease.
 The consideration for the lease includes the consideration for the right of first refusal.
 Thus, Mayfair is in effect stating that it consents to lease the premises and to pay the price agreed upon provided the
lessor also consents that, should it sell the leased property, then, Mayfair shall be given the right to match the
offered purchase price and to buy the property at that price

ON THE ISSUE OF RELIEF FOR THE PARTIES:

1. First and foremost is that the petitioners acted in bad faith to render Paragraph 8 "inutile".
 Carmelo violated such right when without affording its negotiations with Mayfair the full process to lead at least to an
exchange of offers within the "30-day exclusive option" time granted Mayfair, it:
 Carmelo abandoned negotiations
 kept a low profile for some time, and then sold, without prior notice to Mayfair, the entire Claro M Recto property to
Equatorial.
2. Since Equatorial is a buyer in bad faith, this finding renders the sale to it of the property in question rescissible.
 the records bear out the fact that Equatorial was aware of the lease contracts because its lawyers had, prior to the sale,
studied the said contracts.
 The rule regarding third persons who acquire a land subject of a contract being an obstacle for the contract’s rescission is
not applicable in the case because Equatorial is not considered a third party in relation to the Contract of Sale nor may its
possession of the subject property be regarded as acquired lawfully and in good faith.
3. Following the arguments of petitioners and the participation of the owner in the attempt to strip Mayfair of its rights, the
right of first refusal should include not only the property specified in the contracts of lease but also the appurtenant portions
sold to Equatorial which are claimed by petitioners to be indivisible.

ON THE INDIVISIBILITY OF THE PROPERTY

1. On the contention that the stipulation cannot be given effect since it is impossible (the lot is indivisible and Mayfair only
occupies part of it), the court said that a valid and legal contract where the ascendant or the more important of the two
parties is the landowner should be given effect, if possible. This is instead of it being nullified on a selfish pretext posited by
the owner.
2. The court found that the considerations of justice and equity require that rescission be ordered right away. The sale of the
subject real property by Carmelo to Equatorial should now be rescinded considering that Mayfair, which had substantial
interest over the subject property, was prejudiced by the sale of the subject property to Equatorial without Carmelo
conferring to Mayfair every opportunity to negotiate within the 30-day stipulated period.
3. The fairest solution would be to allow Mayfair to exercise its right of first refusal at the price which it was entitled to accept or
reject which is P11,300,000.00. This is clear from the records. To follow an alternative solution would be unjust and unkind to
Mayfair because it is once more compelled to litigate to enforce its right.
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4. On the question of interest payments, none should awarded, since both Carmelo and Equatorial acted in bad faith. The
vendor received as payment from the vendee what, at the time, was a full and fair price for the property. It has used the
P11,300,000.00 all these years earning income or interest from the amount. Equatorial, on the other hand, has received rents
and otherwise profited from the use of the property turned over to it by Carmelo.
5. In fact, during all the years that this controversy was being litigated, Mayfair paid rentals regularly to the buyer who had an
inferior right to purchase the property. Mayfair is under no obligation to pay any interests arising from this judgment to either
Carmelo or Equatorial.

41. Cirilo Paredes vs. Jose L. Espino (Rocky)

*Sale evidenced by a telegram that contained all the elements of a valid contract of sale.
March 13, 1968—Reyes
Facts:

1. It is claimed that Jose (defendant) entered into a contract of sale with Cirilo (Plaintiff).
2. The subject of sale was a lot in Puerto Princesa which was to be sold for P4.00 per square meter.
3. Cirilo shows as evidence for the “deal” a closed letter and telegram; the pertinent portion of the telegram reads:

To: Cirilo
From: Jose

Message: “We (Jose and his wife) both decided to accept your last offer of P4.00 per square meter of the lot… [and that] in
order that we can facilitate the transaction of the sale… we are going to Puero Princesa to be there… I will send you a
telegram… when I reach Manila before taking the boat there…”

4. When Cirilo reached Puerto Princesa Jose refused to execute the deed of sale, even though Cirilo was able and willing to
pay the price.
5. Cirilo claims that he lost expected profits from a resale of the property he was supposed to buy.
6. Cirilo is thus filing this case of specific performance + damages.

7. Cirilo presents as evidence:

a. the telegram
b. a previous letter from Jose referring to the lot

8. Jose filed a motion to dismiss because:

a. Cirilo’s claim upon the action was unenforceable under the statute of frauds.
b. The telegram and another letter from Jose do not comply with the statute of frauds.
c. Article 1403 provides that “although the contract is valid in itself, the same cannot be enforced by virtue of the statute of
frauds.”
d. The authenticity of the letters has not been established.

Issues: Is the telegram alone, which provides for the agreed upon purchasing price of the specified land and the signature of
acceptance by Jose, sufficient evidence to enforce the contract in court and thus complies with the statute of frauds?
Held: Yes, the telegram carries all the essential terms of the contract.

Decision: The petition is granted

Ruling:

1. The telegram, coupled with the letter constitutes an adequate memorandum of the transaction.
2. They are signed by Jose. (Consent)
3. They refer to the property sold. (Object)
4. They also refer to the agreed upon price. (Price Certain)
5. All the essential terms of the contract are present and they satisfy the requirements of the statute of frauds.

6. The statute of frauds does not require that the contract itself be in writing. The plain text of Article 1403 (2) is clear that a
written note or memorandum, embodying the essentials of the contract and signed by the party charged, or his agent,
suffices to make the verbal agreement enforceable, taking it out of the operation of the statute.

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On Matters Pertaining to the validity of the telegram and letter:

7. Jose never once denied the validity of the letters thus there is no burden placed on Cirilo to prove the authenticity.
8. Also, it is not necessary to check the authenticity of the letters in order to show prima facie that the contract is enforceable

42. Inigo v. Estate of Maloto

September 28, 1967 – Sanchez
Facts:
1. Inigo bought from her aunt, Maloto a house and lot, but she did not press for a receipt.
2. Her aunt told her to just go to her lawyer, Atty. Palma for the preparation of the receipt.
a. Inigo unfortunately was not able to ge the receipt because Atty.Palma ran for a cgovernment office and was always
away for campaign.
3. Inigo then began to “exercise acts of ownership and dominion” over the property.
a. Improving the lot and constructed a retail store
4. Maloto died, and the lot was registered (Torrens title) in the name of the other niece and nephews (defendants)
5. A formal execution of the deed of sale was then demanded but was rejected by the defendants.
6. Inigo then filed a complaint to compel the defendants to give them the deed of sale.
Issue: Whether or not the sale is valid or unenforceable considering the fact that there was on written document executed to recode
the deed of sale?
Held: Valid, because th statue of fraud is only applicable to executory contracts.
Decision: Remanded to court of origin for further proceedings.
Ruling:
1. Statute of Frauds is applicable only to executory contracts - not to contracts either totally or partially performed.
2. The complaint here states that the deceased sold the disputed house and land to plaintiff:
a. Consideration was paid
b. Inigo performed acts of ownership
3. The facts thus alleged are constitutive of a consummated contract.
4. It matters not that neither the receipt for the consideration nor the sale itself was in writing.
a. Because "oral evidence of the alleged consummated sale of the land" is not forbidden by the Statute of Frauds
and may not be excluded in court. 

43. Eutiquiano Cuyugan vs. Isidro Santos (Garsha)

March 3, 1916 – Carson, J. Purchaser accepted partial payments from the vendor, and such acceptance of partial payments "is
absolutely incompatible with the idea of irrevocability of the title of ownership of the purchaser at
the expiration of the term stipulated in the original contract for the exercise of the right of
repurchase"
Note: Sorry, poorly written ponencia 
Facts:
1. Petitioner-borrower Euitquiano Cuyugan (Cuyugan) is the heir of his mother, Guillerma Cuyugan who died in 1895
2. Petitioner Cuyugan borrowed P 3,500 from defendant Isidro Santos (Santos) and executed a document
ª This document purposed on its face to be a deed of sale of land with a reservation in favor the vendor to repurchase for
P 3, 500
ª It was alleged that even if the instrument purports on its face to be a deed of sale, it was intended by the parties
merely to evidence the loan of the nominal purchase price and to serve as a security for the repayment of the
amount of the loan
3. Under the terms of agreement, petitioner Cuyugan’s mother was left in possession of the land as a nominal tenant of the
defendant Santos
ª Annual rental: P420
ª Annual interest rate of the loan: 12 %
4. Later on, the petitioner-borrower Cuyugan paid P1,000 on the loan
ª Annual rental of land: Reduced from P420 to P300
ª Annual Interest rate: 12%
5. Petitioner Cuyugan and his mother continued peaceable possession of the land.
6. But, defendant Santos, served notice on petitioner Cuyugan that an annual payment of P420 would be required of him
thereafter, that is to say, the original amount of the annual payments as agreed upon prior to the payment of P1,000 on the
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debt in the year 1897
7. Petitioner Cuyugan refused respondent Santos’ demand.
8. Respondent Santos set up a claim of ownership and threatened to eject the petitioner from the land.
9. Petitioner Cuyugan offered to pay the balance due on the original indebtedness and the unpaid interest thereon for one year
BUT the defendant did not want to accept the amount tendered and did not want to cancel the formal deed of sale to the
land.
10. Petitioner filed this complaint in order for the defendant to accept the amount tendered and to cancel the deed of conveyance.
11. Decision of Trial Court: Sustained the demurrer to the complaint
ª Reasons: No cause of action because…
a) It appears on the face of the deed of conveyance attached to the complaint that it was a deed of sale of land with a
reserved right in the vendor to repurchase
b) There were allegations of the complaint disclosing that the deed of conveyance was executed by petitioner
Cuyugan’s mother
c) Stipulated price of repurchase was NOT paid in full
d) The time allotted for repurchase already EXPIRED.
12. Decision of CA: Sustained demurrer; dismissed complaint.

Issues/Held
1. Whether the provisions of the new Code of Civil Procedure should be so construed as to deny the right to the borrower in
such cases, to introduce extraneous and parol evidence to support his allegations as to the existence of a parol agreement,
whereby the lender obligated himself to hold the title to the lands merely as security for the repayment of the debt?
ª No. Parol evidence may be used in support of allegations such as those set forth in the complaint in the case at bar, or
of denying the right of the borrower in cases of this kind to enforce the alleged agreement in accordance with its terms.
2. Whether the parties intended to sell or convey the parcel of land as a security for the payment of a loan?
ª The intention of the parties was to convey the parcel of land as a security for the payment of a loan.
Decision: Case REMANDED for further proceedings; demurrer to the complaint is REVERSED. Petitioner should be given a chance to
submit evidence in support of the allegations of his complaint.
Ruling:
On the issue that provisions of the new Code of Civil Procedure should be NOT be construed as to deny the right to the borrower
in such cases, to introduce extraneous and parol evidence to support his allegations as to the existence of a parol agreement,
whereby the lender obligated himself to hold the title to the lands merely as security for the repayment of the debt
1. Definition of Parol Evidence:
ª This refers to the extraneous evidence such as an oral agreement (a parol contract), or even a written agreement,
that is not included in the relevant written document.
ª This may be used to support the allegations as to the existence of a parol agreement, whereby the lender
obligated himself to hold the title to the lands merely as security for the repayment of the debt
2. Definition of Parol Evidence Rule:
ª This is a principle that preserves the integrity of written documents or agreements by prohibiting the parties from
attempting to alter the meaning of the written document through the use of prior and contemporaneous oral or
written declarations that are not referenced in the document.
3. The provisions of the new Code of Civil Procedure does NOT excluding parol evidence:
ª Parol evidence may be used in support of allegations such as those set forth in the complaint in the case at bar, or
of denying the right of the borrower in cases of this kind to enforce the alleged agreement in accordance with its
terms.
4. Mr. Justice Field of Supreme Court of US ruled that:
ª Parol evidence is admissible in equity to show that a certificate of stock issued to a party as owner was delivered to
him as security for a loan of money. A court of equity will look beyond the terms of an instrument to the real
transaction, and when that is shown to be one of security and not of sale, it will give effect to the actual contract
of the parties.
ª The rule which excludes such evidence to contradict or vary a written instrument does not forbid an inquiry into
the object of the parties in execution and receiving it.

On the issue that intent of the parties not to sell but just to convey the parcel of land as a security for the payment of a loan
1. The Intention of the parties (as disclosed by the terms of these instruments) should be given full force to give effect to
contracts or agreements for the loan of money, the repayment of which was to be secured by the lands of the borrower.
2. The Court needs to reexamine and admit extraneous parol evidence in the allegations made regarding the instrument in

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writing (that it was a transfer of absolute tile to property with right to repurchase when it was only given as security)
ª There must be sufficiently clear, satisfactory and convincing evidence to hold that the true nature of the
transaction between the parties was OTHER THAN what was in the written instrument
ª Need proof that the allegations made by the defendant are really the true intention of the parties at the time the
instrument was executed.
3. Important: Case at Bar:
ª Partial payments were accepted by the vendee which is inconsistent with the idea of sale;
ª The purchaser accepted partial payments from the vendor, and such acceptance of partial payments "is
absolutely incompatible with the idea of irrevocability of the title of ownership of the purchaser at the
expiration of the term stipulated in the original contract for the exercise of the right of repurchase"
4. Basis: 27 Cyclopedia, page 1023
ª Effect of statute of frauds
 The statute of frauds does not stand in the way of treating an absolute deed as a mortgage, when such
was the intention of the parties, although the agreement for redemption or defeasance rests wholly in
parol, or is proved by parol evidence.
 The courts will not permit the statute to be used as a shield for fraud, or as a means for perpetrating
fraud.
ª Rule prohibiting contradiction of written documents
 The admission of parol testimony to prove that a deed absolute in form was in fact given and accepted as
a mortgage does not violate the rule against the admission of oral evidence to vary or contradict the
terms of a written instrument.
5. In order to know whether the transaction was a mortgage or a sale
a) Conway vs. Alexander
o There is a need to examine extrinsic circumstances to determine whether it was a sale or a mortgage
even if the deed be absolute on its face
1. Monagas vs. Albertucci.

Conditional sale Mortgage

It must be complied with according to its The petitioner must be allowed to repay the money received and take
terms reconveyance of the land

If no debt or liability is found to exist, then
the transaction is not a mortgage, but merely
a sale with a contract of repurchase within a
fixed time.
The continued existence of a debt or liability between the parties shows
that the conveyance may be held to be merely a security for the debt or an
indemnity against the liability.
A debt owing to the mortgagee, or a liability incurred for the grantor, either
preexisting or created at the time the deed is made, is essential to give the
deed the character of a mortgage. The relation of debtor and creditor must
appear.

o Intention of the parties determine whether it is a sale or mortgage transaction:

 How to determine the intention of parties:
 Parties’ statements and acts at the time of the transaction
 Inadequacy of the consideration named in the deed
 Prior existence of a debt
 Recognition of its continuance, as by the payment
o The real intention of the parties at the time the written instrument was made must govern in the interpretation given
to it by the courts.
o The intention is ascertained from:
a) Circumstances surrounding the transaction
b) Language of the document
6. Jones' Commentaries on Evidence, (1913) volume 3, paragraphs 446, 447:
ª To show that instruments apparently absolute are only securities:
 It is admissible to prove by parol that instruments in writing apparently transferring the absolute title
are in fact only given as security.
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 A court of equity will treat a deed, absolute in form, as a mortgage, when it is executed as security for
loan of money. That court looks beyond the terms of the instrument to the real transaction
 Although in some of the earlier cases this evidence was received only on the grounds of fraud or mistake,
yet in later cases it was deemed sufficient evidence of fraud for the grantee to treat the conveyance as
absolute, when in fact it was not, and the  tendency of the modern decisions  is that such evidence may
be received to show the real nature and object of the transaction, although no fraud or mistake of any
kind is alleged or proved.
ª Real intention of the parties to be ascertained:
 Where the deed and accompanying papers on their face constitute a mortgage, parol evidence is not
competent to show the contrary.
 Although parol evidence is received in such cases to show the real nature of the transaction, the
presumption is that the instrument is what it purports to be; and before a deed absolute in form can be
shown to be a mortgage, the proof  should be  clear and convincing.
 If the proofs are doubtful and unsatisfactory (if there is a failure to overcome this presumption by
testimony entirely plain and convincing beyond reasonable controversy), the writing will be held to
express correctly the intention of the parties.
7. If the parties actually enter into such an agreement, the lender of the money is legally and morally bound to fulfill it.
ª Oral contract must be executed in compliance with the FORMALITIES prescribed by the law in order for the
borrower to have a real right in the land.
ª But so long as the land remains in the hands of the lender, the borrower may demand the fulfillment of the
agreement, and
ª Mere lack of any of the formalities prescribed under the Spanish Code for the execution of contracts affecting
real estate will not defeat his right to have the contract fulfilled, as the lender may be compelled in appropriate
proceedings to execute the contract with the necessary prescribed formalities.***
8. The lack of the formal requisites does not invalidate them as personal obligations
ª Reason: "either party may compel the other to comply with such formalities" from the moment the valid personal
obligation has been entered into. (Article 1279 of the Civil Code.)
9. The existence of an oral agreement or understanding such as that alleged in the complaint in the case at bar cannot be
maintained on vague, uncertain and indefinite testimony, against the reasonable presumption that prudent men who
enter into such contracts will execute them in writing, and comply with the formalities prescribed by law for the creation
of a valid mortgage. But where the evidence as to the existence of such an understanding or agreement is clear,
convincing and satisfactory, the same broad principles of equity operate in this jurisdiction as in the United States to
compel the parties to live up to the terms of their contract.
10. Case at bar:
ª The real purpose and object of this arrangement being to reduce the amount of the annual interest on the
original loan made to the nominal vendor of the land, proportionately to the reduction of the amount of the
loan itself by the payment of P1,000.
ª If it be true that two years after the transaction evidenced by the instrument attached to the complaint, the
defendant accepted from the plaintiff's mother the sum of P1,000, and thereafter reduced the amount of the
annual payments to be made by her, it cannot be doubted that the plaintiff has a good cause of action against
the defendant.
ª The acceptance by the defendant of this large sum of money, under the circumstances as they appear from the
complaint, can only be accounted for on one of two hypotheses:
a) Either the original transaction was in truth and in fact an arrangement or agreement by virtue of which a
loan of money was made and secured by a formal deed of sale of land with a reserved right of
repurchase
b) If the original transaction was in truth and in fact one of purchase and sale of real estate, with a
reserved right of repurchase in the vendor, then the purchaser, by the acceptance from the vendor of
the sum of P1,000, waived and surrendered his rights under the original contract, and entered into a
new contract with the vendor, under which he obligated himself to cancel the deed, or resell the land to
the original vendor on the payment of the balance of the original purchase price, and bound himself not
to exercise his right, under the original deed of sale, to refuse to allow the original vendor to repurchase
after the expiration of the period stipulated in the original contract for that purpose.
ª IMPORTANT: Either way, petitioner Cuyugan is entitled to the relief prayed for in his complaint. Defendant
Santos is not entitled to keep both the land and the payment of a thousand pesos. The acceptance and retention
of such a payment is wholly inconsistent with a claim of a right of absolute ownership in the land, without any

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obligation to resell it to the original vendor. Defendant cannot eat his cake and have it too.
ª The vendee, who has been reimbursed by the vendor for a part of the repurchase price, is bound to
fulfill the obligation to sell back, derived from the sale with right to repurchase, or must show reason
why he may keep this part of the price and, notwithstanding his so doing, be considered released from
effecting the resale.
ª He may be entitled to require the completion of the price, or that he be paid other expenses before he
returns the thing which he had purchased under such a condition subsequent; but the exercise of the right
of redemption having been begun and admitted, the irrevocability of the ownership in such manner
acquired is in all respects incompatible with these acts so performed

44. Spouses Segundo and Epifania Dalion vs CA, Ruperto Sabesaje Jr. (Jal)
Feb 1990 - Medildea *land sold thru a private document but seller claims signature was forged
Facts:
1. Ruperto Sabesaje sued to recover ownership of a parcel of land based on a private document of absolute sale allegedly
executed by Segundo Dalion.
1. Dalion denied the sale. They claim that:
a) the document is fictitious and his signature there was forged
b) the property is conjugal which he and his wife acquired in 1960 from Saturnina Sabesaje
c) denies the claim of Sabesaje that he allowed them to administer the land because Segundo did not have a job
d) admitted that they have been administering 5 parcels of land which belonged to Leonardo Sabesaje, grandfather of Ruperto
e) they never received their agreed commission on the sales of copra and abaca on those parcels of land
f) Sabesaje’s suit was intended to harass them and preempt Dalion’s threat to sue for the unpaid commissions
2. The court ruled in favor of Sabesaje. It ordered the delivery of the land and the execution of a formal deed of conveyance in
favor of Sabesaje.
3. The CA affirmed the decision.
Issue: Is a public document required to make the sale of a parcel of land valid?
Held: No. A contract of sale is a consensual contract; no particular form is required for its validity.
Decision: Affirmed.
Ruling:
1. The provision of Art. 1358 on the necessity of a public document is only for convenience, not for validity or enforceability. It is
not a requirement for the validity of a contract of sale of a parcel of land that this be embodied in a public instrument.
2. A contract of sale is a consensual contract. No particular form is required for its validity. Upon perfection of the contract, the
parties may reciprocally demand performance.
3. In this case, the lower court found that Dalion’s signature in the private document of absolute sale was genuine. The lower
court held:
a) people who witnessed the execution of the deed positively testified on its authenticity
b) Dalion claimed that his signature was forged but did not present any evidence to prove his claim
c) the questioned signatures and the specimens are very similar to each other and appear to be written by one person
(questioned deed versus Dalion’s signature at the back of the summons, court orders)
d) the second signature at the questioned document is a surplusage; a forger would not attempt to forge another signature, an
unnecessary one, for fear he may commit a revealing error or an erroneous stroke
4. Under Art. 1498, when the sale is made through a public instrument, the execution thereof is equivalent to delivery of the thing.

On the appropriateness of the action filed by Sabesaje

1. The suit for recovery of ownership is proper.
2. Art. 1475 of the Civil Code gives the parties to a perfected contract of sale the right to reciprocally demand performance, and
to observe a particular form, if warranted.
3. Sabesaje’s complaint sufficiently alleged a cause of action to compel Dalion to execute a formal deed of sale, and the suit for
recovery of ownership which is premised on the binding effect and validity of the contract of sale merely seeks consummation of
said contract.
4. A sale of a real property may be in a private instrument but that contract is valid and binding between the parties upon its
perfection. And a party may compel the other party to execute a public instrument embodying their contract affecting real
rights once the contract appearing in a private instrument has been perfected.
Law:
Art. 1358. The following must appear in a public document: (1) acts and contracts which have for their object the creation,
transmission, modification or extinguishment of real rights over immovable property; sales of real property or of an interest are

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governed by Articles 1403, No. 2, and 1405.

45. Yuvienco et al vs. Hon. Dacuycuy et al. (Alps)

May 27, 1981 – Barredo *Buyer’s use of the word “negotiate” = not absolute acceptance
Facts:
1. On July 12, 1978, Yuvienco (seller), thru a certain Gamboa (his agent/lawyer), sent to respondents (buyer; they’re too many,
but in the case there was one YAO KING ONG, but he’s not in the case title) a letter which in effect says that Yuvienco is willing to
sell to them a property in Tacloban for P6.5M.
2. Respondent replied saying he agrees to buy property and that details are still to be negotiated.
3. Then Gamboa arrived in Tacloban bringing with him the prepared contract to purchase and to sell to close the transactions,
however, to the complete surprise of respondent (buyer), petitioner-Yuvienco without giving notice to the former, changed
the mode of payment with respect to the balance of P4.5M by imposing upon respondent to pay same amount within 30 days
from execution of the contract instead of the former term of 90 days.
4. Respondents then filed a complaint for specific performance of an alleged agreement of sale of real property.
5. Yuvienco filed a motion to dismiss on the ground that respondent does not have a cause of action and/or that the claim alleged
is unenforceable under the Statute of Frauds.
6. Respondent Judge ruled against petitioner Yuvienco.
7. Yuvienco argues that while it is true that they did express willingness to sell to respondents the subject property provided the
latter made known their own decision to buy it, the respondents' reply that they were agreeable was not absolute, so much so
that when ultimately Gamboa went to Cebu with a prepared and duly signed contract to consummate the transaction,
respondents and said representative found variance between the terms of payment stipulated in the prepared document and
what respondents had in mind, hence the bankdraft which respondents were delivering to Gamboa was returned and the
document remained unsigned by respondents.
8. Yuvienco also argues that respondent’s claim is barred by the Statute of Frauds.
9. Respondent buyer argues that what the letter refers to as "details" to be "negotiated" are mere "accidental elements", not the
essential elements of the contract.
Issue: Was there an absolute acceptance as regards the details involved in the contract of sale of real property executed by
petitioner and respondent?
Held: There was none. Respondent’s using of the word “negotiate” does not imply absolute acceptance of the terms of the contract.
Decision: Lower court ruling reversed.
Ruling:
1. There was not an absolute acceptance, hence from that point of view, petitioners' contention that the complaint of respondents
state no cause of action is correct.
2. The word “negotiate” on the letter renders respondents' (buyer) acceptance of Yuvienco’s offer, assuming that it was a
"certain" offer indeed, not absolute which Article 1319 requires.
3. Webster's Third International Dictionary gives the meaning of negotiate as "to communicate or confer with another so as to
arrive at the settlement of some matter; meet with another so as to arrive through discussion at some kind of agreement or
compromise about something.
4. Important to note that respondent (Yao) letter simply says "we agree to buy property". It does not necessarily connote
acceptance of the price but instead suggests that the details were to be subject of negotiation.
Subissue: On the question of whether the claim for specific performance of respondents is enforceable under the Statute of Frauds:
1. The oral contract involving the "sale of real property" in this case comes squarely under the Statute of Frauds.
2. It is nowhere alleged in the complaint that there is any writing or memorandum, much less a duly signed agreement to the
effect that the price of P6.5M fixed by petitioners was agreed to be paid not in cash but in installments as alleged by
respondents.
3. In other words, the 90-day term for the balance of P4.5 M insisted upon by respondents choices does not appear in any note,
writing or memorandum signed by either the petitioners or any of them, not even by Gamboa.
Law:
ART. 1319. Consent is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are constitute
the contract. The offer must be certain the acceptance absolute. A qualified acceptance constitute a counter-offer.
Acceptance made by letter or telegram does not bind offerer except from the time it came to his knowledge. The contract, in a case,
is presumed to have been entered into in the place where the offer was made.

46. Maria Vda. de Jomoc vs CA, RTC-Misamis Oriental -CONSOLIDATED WITH- Spouses Lim Leong Kang & Lim Pue King vs Maura So,
CA (Chip)
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August 2, 1991 – Gutierrez *Administratrix “double sells” the land entrusted to her
Facts:
1. A parcel of land, part of the estate of the late Pantaleon Jomoc, was fictitiously sold and transferred to third persons. Because of
this, petitioner Maria Jomoc, as administratrix of the estate, filed suit to recover the property before the Misamis RTC. Mariano
So, husband of Maura So, was one of the transferees in the purported sales and intervened in the complaint.
2. The case against Mariano was decided in favor of Maria Jomoc, after which Mariano appealed. Pending the decision of this
appeal, Maria Jomoc executed a deed of extrajudicial settlement and sale with Maura So for the parcel of land subject of this
case.
3. While during the time, the sale between Maria and Maura was not signed by the parties, nor was it notarized, Maura did
make the partial payment required by the document evidencing the sale.
4. Eventually a settlement was reached in the complaint of Maria where Mariano agreed to transfer the land back to the Jomocs.
She then executed another settlement with absolute sale in favor of the other defendants Lim Leong Kang and Lim Pue King,
involving the same parcel of land that she sold to Maura So.
5. This sale to Leong Kang and Pue King Lim was made on February 28, 1983, the same date when Maura filed an action for
specific performance against Maria. Maura did so because she made a demand for the property but the Jomocs paid no heed.
6. Maria Jomoc and the spouses Lim alleged in their defense that Maura backed out from the sale as evidenced by her oral
testimony. She apparently admitted that she backed out in a conference with the Jomocs’ lawyers where she expressed
frustration in evicting squatters who demanded large sums as a condition for vacating. They also alleged that there was a lack of
necessary signatures on the sale.
7. The lower court found that there was no sufficient evidence to prove that Maura backed out form the sale and so ruled in her
favor. It found that the case was one of double sale, and that the Lims are registrants in bad faith.
8. On appeal, the CA affirmed the RTC decision and only deleted the award for damages. Hence this case.
Issues: Is the sale to Maura So unenforceable under the Statute of Frauds?
Held: No. While the document is incomplete in form, its existence is admitted by all the parties, even the Jomocs.
Decision: The petition is DISMISSED and the CA ruling is AFFIRMED.
Ruling:
1. The court found that the sale was not unenforceable, as the Jomocs would like to prove. The petitioners themselves made the
admission in their brief before the appellate court that the subject document evidencing the sale did in fact exist.
 Though incomplete in form, the document clearly shows the meeting of the minds and the delivery of partial payment.
The court said that there was already a valid and existing contract, not merely perfected as the trial court saw it, but
already partly executed.
 Acceptance by the Jomocs of the partial payment takes it out of the coverage of the Statute of Frauds, which the court
did not even see fit to discuss at length.
2. The partial payment will then place the subject sale within the coverage of Article 1357 of the Civil Code
 which would allow one of the parties to compel the other to execute the public instrument necessary to make the sale
binding to third persons
 this right was properly exercised by Maura So in her complaint against the petitioners and the intervenors.
3. A stipulation in the document of sale shows an agreement of the parties that the remaining balance of the P300,000 purchase
price after the partial payment was made would be paid upon the termination of Mariano So’s appeal. Whatever claim made
by Maria Jomoc as to the real nature of the partial payment is futile.
4. Even if it was meant to expedite the resolution of Mariano’s appeal, or to help the other heirs of Pantaleon to travel to CDO
and sign the sale, the partial payment is a sign that Maura indeed wanted to purchase the land.
5. The terms of the contract and the intentions of the parties during its perfection being clear, there is no reason to consider the
allegations made by the petitioners that the oral evidence works against Maura So’s cause. Anyway, the lower courts already
made some findings regarding this contention and there is no reason to disturb that.
6. Finally, the petitioners claimed that the sale to the Lims cannot be annulled since that was not the thrust of Maura’s
complaint (it was for specific performance)
 the court disagreed and said that the issue of double sale had to be resolved in order to determine if Maura indeed had a
right to compel the Jomocs to execute the deed of sale in her favor.
 In accordance with Article 1544 of the Civil Code, the spouses Lim do not have a better right since they are not buyers in
good faith.

47. Santos- vs- Ronald Manalili (~Diana)

Nov 22, 2005; P: Garcia
A man’s futile attempt to claim ownership over a land in Davao
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Facts:
1. On Aug 1970, Reynaldo Manalili(Ronald’s Predecessor-in-Interest) filed an application with the Board of Liquidators(BOL) to
purchase a land in Davao City.
 Note: The property is actually a property of the government, but administered by the BOL
2. On 1972, the BOL favourably acted upon said application
- Manalili was required to make a down-payment
- Manalili declared the land for taxation purposes
- BOL issued a Certification of Full Payment for the sale of the subject land
3. After 9 years, Rodolfo Santos(Petitioner) sent a letter of protest to the BOL against Manalili’s application for the purchase of
said land
4. BOL conducted an investigation and found out Santos was not an actual occupant of the land. In fact, he just hired certain
people to plant some crops there in order to establish bona fide occupancy over the land. And so, BOL dismissed Santos’’
protest.
5. 7 months later, BOL issued a Deed of Sale in favor of Manalili. Upon BOL’s request, said land was also registered in
Manalili’s name.
6. Santos sued the BOL and the Manalilis for Reconveyance, Damages, Attorney’s Fees and/or Annulment of Title
 Santos contends that:
o The land was previously occupied by a war veteran from 1956-1959
o It was later transferred to a certain Abalahin who also occupied the land until 1969
o He purchased the lot on Feb 1969 from Abalahin and started introducing improvements thereon
Issue:
Does Santos have a better right of possession over said land, on the ground that he legally purchased it from someone who has been
its continuous occupants?
Held:
No. Manalili was able to sufficiently establish that he has a better right of ownership over said lot; Moreover, Santos was not able to
provide sufficient evidence to prove his contentions.
Decision:
-Petition Denied-
Ruling:
1. Manalili established, by preponderant evidence, that he has a better right of possession over said lot
a. As early as 1970, he already filed an Affidavit of Occupancy with BOL
b. The Manalilis administered the land before they left for Manila
c. While in Manila, they appointed an administrator to look over the land
d. They have been paying the real estate taxes of said lot even before the sale
 Even though they were in Manila, they were able to exercise their rights of possessions through their agents, which is
acceptable under our laws.
2. Santos failed to provide sufficient evidence to prove his contentions
a. He failed to provide the “war veteran’s” proof of title nor the transfer of rights from the veteran to Abalahin.
b. the supposed Deed of Absolute Sale between Santos and Abalahin does not even sufficiently identify the lot
which was the subject of the sale.
c. Said Deed is NOT NOTARIZED and UNREGISTERED
Important part of the Ruling:
“A  sale of a piece of land appearing in a private deed cannot be considered binding on
third persons if it is not embodied in a public instrument and recorded in the Registry of
Deeds”
d. Abalahin only entered the land on 1981 and even illegally cut trees on the land.

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