Name ANG YU ASUNCION v. COURT OF APPEALS G.R. No.

109125,
December 2, 1994
Fact Petitioners filed a complaint against Unjiengs, before the Regional Trial Court
alleging that Unjiengs informed Petitioners that they are offering to sell the premises
and are giving them priority to acquire the same; that during the negotiations,
Unjiengs offered a price of P6-million while Petitioners made a counter offer of P5-
million; that Petitioners thereafter asked the Unjiengs to put their offer in writing to
which request defendants acceded; that in reply to Unjiengs letter, plaintiffs asked to
specify the terms and conditions of the offer to sell; that when Petitioners did not
receive any reply, they sent another letter; that since defendants failed to specify the
terms and conditions of the offer to sell and because of information received that
defendants were about to sell the property, Petitioners were compelled to file the
complaint to compel Unjiengs to sell the property to them. Judgment was rendered in
favor of the Unjiengs and against the Petitioners summarily dismissing the complaint
subject to the aforementioned condition that if the defendants subsequently decide to
offer their property for sale for a purchase price of Eleven Million Pesos or lower,
then the Petitioners has the option to purchase the property or of first refusal,
otherwise, defendants need not offer the property to the Petitioners if the purchase
price is higher than Eleven Million Pesos. While the case was pending consideration
by the SC, the Unjieng spouses executed a Deed of Sale to the Private Defendant.
Private Defendant wrote a letter to the Petitioners demanding that the latter vacate
the premises. Petitioners replied to petitioner stating that petitioner brought the
property subject to the notice of lis pendens regarding Civil Case No. 87-41058
annotated on TCT No. 105254/T-881 in the name of the Cu Unjiengs. The
Petitioners filed a Motion for Execution to the RTC who ordered defendants to
execute the necessary Deed of Sale of the property in litigation in favor of the
Petitioners for the consideration of P15,000,000.00 and ordering the Register of
Deeds of the City of Manila, to cancel and set aside the title already issued in favor
of Private Defendant. The appellate court, on appeal to it by Private Defendant, set
aside and declared without force and effect the above questioned orders of the court
a quo. Hence this case.
Issue Whether the plaintiff can compel defendants to execute the necessary Deed of
Sale of the property in litigation in favor of the plaintiffs who has a right of first
refusal?
Hld NO, the final judgment in in favor to the plaintiff was merely a “right of first
refusal”. The consequence of such a declaration entails no more than what has
heretofore been said. In fine, if, as it is here so conveyed to us, petitioners are
aggrieved by the failure of private respondents to honor the right of first refusal, the
remedy is not a writ of execution on the judgment, since there is none to execute, but
an action for damages in a proper forum for the purpose.
Name PERPETUA VDA. DE APE vs. COURT OF APPEALS G.R. No. 133638,
April 15, 2005

Fact Private respondent instituted a case for “Specific Performance of a Deed of

Sale with Damages” against Fortunato and his wife Petitioner.  It was alleged in the
complaint that on 11 April 1971, private respondent and Fortunato entered into a
contract of sale of land under which for a consideration of P5,000.00, Fortunato
agreed to sell his share in Lot No. 2319 to private respondent.  The agreement was
contained in a receipt prepared by private respondent’s son-in-law, Andres Flores, at
her behest. Fortunato and petitioner denied the material allegations of the complaint
and claimed that Fortunato never sold his share in Lot No. 2319 to private
respondent and that his signature appearing on the purported receipt was forged.
She also stated in her testimony that her husband was illiterate and only learned how
to write his name in order to be employed in a sugar central.
Issue Whether a contract of sale exists between the Petitioner and Defendant?
Held No. A contract of sale is a consensual contract, thus, it is perfected by mere
consent of the parties.  It is born from the moment there is a meeting of minds upon
the thing which is the object of the sale and upon the price. Upon its perfection, the
parties may reciprocally demand performance, that is, the vendee may compel the
transfer of the ownership and to deliver the object of the sale while the vendor may
demand the vendee to pay the thing sold. For there to be a perfected contract of
sale, however, the following elements must be present: consent, object, and price in
money or its equivalent.   In this case, as private respondent is the one seeking to
enforce the claimed contract of sale, she bears the burden of proving that the terms
of the agreement were fully explained to Fortunato Ape who was an illiterate.  This
she failed to do.  While she claimed in her testimony that the contents of the receipt
were made clear to Fortunato, such allegation was debunked by Andres Flores
himself when the latter took the witness stand.  As can be gleaned from Flores’s
testimony, while he was very much aware of Fortunato’s inability to read and write in
the English language, he did not bother to fully explain to the latter the substance of
the receipt.  He even dismissed the idea of asking somebody else to assist Fortunato
considering that a measly sum of thirty pesos was involved.  Evidently, it did not
occur to Flores that the document he himself prepared pertains to the transfer
altogether of Fortunato’s property to his mother-in-law.  It is precisely in situations
such as this when the wisdom of Article 1332 of the Civil Code readily becomes
apparent which is “to protect a party to a contract disadvantaged by illiteracy,
ignorance, mental weakness or some other handicap.  The Court annulled the
contract of sale between Fortunato and private respondent on the ground of vitiated
consent.
Name GAITE vs. FONACIER, G.R. No. L-11827, July 31, 1961
Facts  Fonacier, owner of 11 iron lode mineral claims (Dawahan Group) in
Camarines Norte, constituted a "Deed of Assignment”, and appointed Gaite as his
true and lawful attorney-in-fact to enter into a contract for its exploration and
development on a royalty basis. Gaite executed a general assignment to the Larap
Iron Mines owned solely by him. However, Fonacier decided to revoke the authority
granted which he assented. Said revocation included the transfer to Fonacier the
rights and interests over the "24,000 tons of iron ore, more or less" already extracted
for a certain consideration. A balance has to be paid. To secure it, Fonacier
delivered to Gaite a surety bond. When it expired, no payment had been made by
Fonacier on the theory that they had lost right to make use of the period when their
bond expired. Gaite filed a complaint in court for its payment. The lower court ruled
the obligation was one with a term and that the obligation became due and
demandable under Article 1198 of the New Civil Code. Hence, the defendants jointly
filed an appeal.
Issue WON the lower court erred in holding that the obligation of Fonacier to pay
Gaite is one with a period or term and that the term has already expired. 
Held No. If the suspensive condition does not take place, the parties would stand as
if the conditional obligation had never existed. The parties did not intend such state.
The words of the contract expressed that obligation to pay and intended Gaite to be
paid. The sale of the ore to Fonacier was a sale on credit, not an aleatory contract.
For their failure to renew the bond, the appellant have forfeited the right to compel
Gaite to wait for the sale of the ore before receiving payment of the balance. Under
paragraphs 2 and 3 of Article 1198 of the Civil Code of the Philippines, the debtor
shall lose every right to make use of the period: • When he does not furnish to the
creditor the guaranties or securities which he has promised. • When by his own acts
he has impaired said guaranties or securities after their establishment, and when
through fortuitous event they disappear, unless he immediately gives new ones
equally satisfactory. Gaite's acceptance of the surety company's bond with full
knowledge it would automatically expire within a year was not a waiver of its renewal
after the expiration date. The balance became due and payable thereafter. 
Name Portic v. Cristobal, 456 SCRA 577, April 22, 2005

Facts In 1968, spouses Ricardo and FermaPortic acquired a parcel of land with a 3
door apartment from spouses Alcantara even though they’re aware that the land was
mortgaged to the SSS. Portic defaulted in paying SSS. The Portics then executed a
contract with Anastacia Cristobal and the latter agreed to buy the said property for
P200k. Cristobal’s down payment was P45k and she also agreed to pay SSS.
 
Thereafter, a transfer Certificate of Title was executed in favor of Cristobal. However,
on May 20, 1996, petitioners demanded from respondent the alleged unpaid balance
of P55, 000.00, but the latter refused to pay. This prompted the petitioners to file this
instant civil case against respondent to remove the cloud on the title. Petitioners
claimed that they sold the subject property to respondent on the condition that
respondent shall pay the balance on or before May 22, 1985; that in case of failure to
pay, the sale shall be considered void and petitioners shall reimburse respondent of
the amounts already paid; that respondent failed to fully pay the purchase price
within the period; that on account of this failure, the sale of the subject property by
petitioners to respondent is void.
 
Respondent on her part claimed that her title over the subject property is already
indefeasible; that the true agreement of the parties is that embodied in the Deed of
Absolute Sale with Assumption of Mortgage; that respondent had fully paid the
purchase price; that respondent is the true owner of the subject property; that
petitioners claim is already barred by laches.

Issue Whether or not there was a contract of sale in this case.

 
Ruling NO. What transpired between the parties was a contract to sell. The
provision of the contract characterizes the agreement between the parties as a
contract to sell, not a contract of sale.  Ownership is retained by the vendors, the
Portics; it will not be passed to the vendee, the Cristobals, until the full payment of
the purchase price.  Such payment is a positive suspensive condition, and failure to
comply with it is not a breach of obligation; it is merely an event that prevents the
effectivity of the obligation of the vendor to convey the title.  In short, until the full
price is paid, the vendor retains ownership. Also, the mere issuance of the Certificate
of Title in favor of Cristobal did not vest ownership in her. Neither did it validate the
alleged absolute purchase of the lot.  Registration does not vest, but merely serves
as evidence of title.
Name Ursal v. Court of Appeals, 473 SCRA 52, October 14, 2005
Facts Spouses Moneset are registered owners of a parcel of land and they executed
on it a Contract to Sell in favor of petitioner Ursal. Petitioner paid the monthly
installments but stopped due to the spouses’ failure to deliver the TCT. The land was
subject of an absolute deed of sale in favor of Dr. Canora, Jr. and was sold again
with pacto de retro. The land was mortgaged with respondent Rural Bank of Larena
and corresponding annotations to the title were made. For failure of the spouses to
pay the loan, the bank served a notice of extra-judicial foreclosure. Petitioner moved
for the declaration of the non-effectivity of the mortgage and the payment of
damages alleging that there was fraud/bad faith in the part of the spouses and with
the bank for granting the REM in spite knowing that the property was in possession
of petitioner. RTC ruled in favor of petitioner but maintained that the property be
foreclosed. 
Issue Whether or not respondent bank acted in bad faith by failing to look beyond
the TCT of the property before a loan may be extended upon it.

Ruling YES, banks cannot merely rely on certificates of title in ascertaining the
status of mortgaged properties; as their business is impressed with public interest,
they are expected to exercise more care and prudence in their dealings than private
individuals. Indeed, the rule that persons dealing with registered lands can rely solely
on the certificate of title does not apply to banks.
Name Carrascoso, Jr. v. C.A. 477 SCRA 666, December 14, 2005

Facts In March 1972, El Dorado Plantation, Inc. (El Dorado), through its board
member LauroLeviste, executed a Deed of Sale with Fernando Carrascoso, Jr. The
subject of the sale was a 1,825 hectare of land. It was agreed that Carrascoso was
to pay P1.8M.; that P290, 000.00 would be paid by Carrascoso to PNB to settle the
mortgage upon the said land. P210, 000.00 would be paid directly to Leviste. The
balance of P1.3M plus 10% interest would be paid over the next 3 years at P519k
every 25th of March.
Subsequently, Carrascoso obtained a total of P1.07M as mortgage and he used the
same to pay the down payment agreed upon in the contract. Carrascoso defaulted
from his obligation which was supposed to be settled on March 25, 1975. Leviste
then sent him letters to make good his end of the contract; otherwise, he will be
litigated.Meanwhile, El Dorado filed a civil case against Carrascoso.The Regional
Trial Court (RTC) ruled in favor of Carrascoso. The Court of Appeals (CA), however,
reversed the RTC ruling.

Issue Whether or not the contract entered into by the parties is a contract of sale.

Ruling YES. The Court held that the contract executed between El Dorado and
Carrascoso was a contract of sale. It was perfected by their meeting of the minds
and was consummated by the delivery of the property to Carrascoso. However, El
Dorado has the right to rescind the contract by reason of Carrascoso’s failure to
perform his obligation.A contract of sale is a reciprocal obligation.  The seller
obligates itself to transfer the ownership of and deliver a determinate thing, and the
buyer obligates itself to pay therefor a price certain in money or its equivalent. The
non-payment of the price by the buyer is a resolutory condition which extinguishes
the transaction that for a time existed, and discharges the obligations created
thereunder. Also, such failure to pay the price in the manner prescribed by the
contract of sale entitles the unpaid seller to sue for collection or to rescind the
contract.
Name Sacobia Hills Development Corporation and Jaime C. Koa vs Allan U.
Ty,
G.R No. 165889 September 20, 2005 

Facts The petitioner being a developer assured that a golf course being developed
by  the petitioner be playable by October of 1999. The respondent wrote to the
petitioner  expressing his intention to acquire 1 Class A share of True North Gold
and Country Club  the course the petitioner is developing. Thus, the respondent paid
the reservation fee of  600,000.00 which was approved by the petitioner subject to
certain terms and conditions. 
On June 1999 the respondent notified the petitioner that he is rescinding the
sale  due to the latter’s failure to complete the project on the time and sought refund
of his  payment which amounted to 409,090.2. The petitioner informed that it had no
refund  policy. As such the petitioner filed for rescission and damages before the
RTC. Sacobia contends that it was not in breach of the contract as the Intent to Purc
hase, the Contract of Purchase, and the Notice of Approval to Purchase Shares of T
rue North, do not contain any specific date as to when the golf course and country c
lub would be completed. 
Issue Whether the contract entered into by petitioner and respondent a contract of
sale or a contract to sell 
Decision The contract entered is a contract to sell, in the notice of approval which
was found in the  terms and conditions of the agreement. Petitioner signifies its
intent to retain the  ownership until such time the responded has fully paid the
purchase price. 
In a contract to sell, the payment of the purchase price is a positive suspensive
condition,  such failure on the part of the seller does not constitute breach but a
situation that  prevents the obligation of the vendor to convey title from acquiring an
obligatory force. In  the case, the respondent did not pay the full purchase price
therefore, it cannot ne said  that such obligation is breached by the petitioner. No
obligation arose on its part because  of the respondent’s no fulfillment of the
suspensive condition rendered such contract as  unperfected and ineffective.
Name Keppel Bank Philippines, Inc. v. Philip Adao, G.R. No. 158227,
October 19, 2005

Facts Project Movers Realty and Development Corporation (PMRDC) owe P200M to
Keppel Banks. By way of dacion en pago, PMRDC transferred and conveyed to the
bank 25 of its properties consisting of townhouses and condominiums. One of the
units transferred was occupied by Adao. In Feb 2000, the Bank demanded Adao to
vacate. Adao refused. An ejectment case was filed. Adao averred that he had a
Contract to Sell with PMRDC. He presented an affidavit showing that he made full
payment thereof. The MeTC, RTC and CA ruled in favor of Adao. The lower courts
ordered Keppel to respect the contract to sell between Adao and PMRDC for when
the properties were transferred by way of dacion en pago, the bank merely stepped
on the shoes of PMRDC. 

Issue Whether or not Keppel is bound by the contract to sell.

Ruling No. Though Keppel is not a purchaser in good faith for not looking into the
property (checking if it was infirm and free from other claims), the bank is not bound
by it. The contract to sell does not by itself give Adao the right to possess the
property. Unlike in a contract of sale, here in a contract to sell, there is yet no actual
sale nor any transfer of title, until and unless, full payment is made. The payment of
the purchase price is a positive suspensive condition, the failure of which is not a
breach, casual or serious, but a situation that prevents the obligation of the vendor to
convey title from acquiring an obligatory force. Adao must have fully paid the price to
acquire title over the property and the right to retain possession thereof. In cases of
non-payment, the unpaid seller can avail of the remedy of ejectment since he retains
ownership of the property. Adao must also, aside from showing an affidavit, show
other proof of full payment made to PMRDC. Considering that Adao failed to
discharge the burden of proving payment, he cannot claim ownership of the property
and his possession thereof was by mere tolerance. His continued possession
became unlawful upon the owner’s demand to vacate the property.
Name KER VS. LINGAD G.R. No. L-20871 (April 30, 1971)

Facts Melecio R. Domingo, then Commissioner of Internal Revenue assessed Ker &
Co. and found the sum of P20,272.33 as the commercial broker’s percentage tax,
surcharge, and compromise penalty for the period from July 1, 1949 to December
31, 1953. Ker & Co petitioned that the request be cancelled, but the petitioned was
turned down. Kr & Co. then filed a petition for review with the Court of Tax Appeals.
Commissioner Domingo maintained his stand that the petitioner should be taxed in
such amount as a commercial broker. The liability arose from a contract that Ker &
Co. had with the United States Rubber International, where Ker & Co. was
designated as the distributor and United States Rubber International as the
company. Ker & Co., as Distributor, is required to exert every effort to have the
shipment of the products in the maximum quantity and to promote in every way the
sale thereof. The prices, discounts, terms of payment, terms of delivery and other
conditions of sale were subject to change in the discretion of United States Rubber
International. All specifications for the goods ordered were subject to acceptance of
United States Rubber International and required to accept such goods shipped as
well as to clear the same through customs and to arrange for delivery in its
warehouse in Cebu City.

Issue Whether or not the relationship created between Ker & Co. and United States
Rubber International is one of vendor and vendee or broker and principal.

Ruling The relationship between Ker & Co. is one of brokerage or agency.
According to the National Internal Revenue Code, a commercial broker “includes all
persons, other than importers, manufacturers, producers, or bona fide employees,
who, for compensation or profit, sell or bring about sales or purchases of
merchandise for other persons or bring proposed buyers and sellers together, or
negotiate freights or other business for owners of vessels or other means of
transportation, or for the shippers, or consignors or consignees of freight carried by
vessels or other means of transportation. The term includes commission merchants.”
In the language of Justice J. B. L. Reyes, who penned the opinion: “Since the
company retained ownership of the goods, even as it delivered possession unto the
dealer for resale to customers, the price and terms of which were subject to the
company’s control, the relationship between the company and the dealer is one of
agency.” The relationship between Ker & Co. and United States Rubber International
was not one of seller and purchaser, if that was the intention, then it would not have
included covenants which in their totality would negate the concept of a firm
acquiring as vendee goods from another. Instead, the stipulations were so worded
as to lead to no other conclusion than that the control by the United States Rubber
International over the goods in question is, in the language of the Constantino
opinion, “pervasive”.
Name ESTATE OF SERRA VS. HEIRS OF PRIMITIVO HERNAEZ, 466 SCRA 120,
August 9, 2005

Facts On December 27, 1967, the heirs of Eleuterio Hernaez: Primitivo, Rogaciana,
and Luisa, filed for a petition for reconstitution of alleged lost original certificates of
title and owner’s duplicate copies, for parcels of land in Negros Occidental. On April
6, 1968, the Court of First Instance of Bacolod City granted the petition and ordered
the reconstitution of the subjects OCTs and its duplicate copies. However, the
reconstituted OCTs were cancelled upon presentation of Hernaez of a “declaration of
heirship” for which a Transfer of Certificate of Title were issued in their names.
Salvador Serra Serra, upon learning of the existence of the TCTs, registered in
behalf of their co-heirs, their adverse claim and moved for the cancellation of
reconstituted titles. They claimed that they are the holders of valid and existing
certificates of title over the subject properties and have been in continuous and
actual possession thereof. The trial court denied the petitioners’s motion, but instead
granted Hernaez’ prayer they be placed in possession of the subject properties. On
June 7, 1971, the appellate court issued a writ of preliminary injunction which was
ordered lifted in a resolution dated August 3, 1971. Petitioners’ motion for
reconsideration was denied, hence they filed before this Court a petition for
certiorari, prohibition and mandamus, docketed as G.R. No. L-34080 and
consolidated with G.R. No. L-34693, seeking to annul the resolution lifting the writ of
preliminary injunction.
Issue Whether or not the petitioners are the actual owners of the subject lands.
Decision No, petitioners are not the actual owners of the subject land. Petitioners’
alleged possession of TCTs and actual possession of the subject lands, although
strong proof of ownership, are not necessarily conclusive where the assertion of
proprietary rights is founded on dubious claim of ownership. They claimed that their
title over the subject properties emanated from Salvador Serra Serra; yet they failed
to present in evidence the OCT in the name of the latter. Since petitioners impugn
the proprietary claim of Hernaez over the properties, the burden rests on them to
establish their superior right over the latter. To recall, the trial court found that the
evidence they presented have not established superior proprietary rights over the
respondents’ on the subject lots. It held that the non-presentation of the OCTs cast
doubt on the veracity of their claim. He who asserts must prove. It is also undisputed
that petitioners are all Spanish citizens. Under Philippine law, foreigners can acquire
private lands only by hereditary succession or when they were formerly natural-born
Filipinos who lost their Philippine citizenship. In this case, petitioners did not present
proof that they acquired the properties by inheritance. Neither did they claim to be
former natural-born Filipinos. On the contrary, they declare in this petition that they
are all Spanish citizens residing in Mallorca, Spain.
Name GOLDENROD V CA – G.R. NO. 126812
Facts Barretto owned parcels of land which were mortgaged to UCPB. Barretto
failed to pay; the properties were foreclosed. Goldenrod made an offer to Barretto
that it would buy the properties and pay off the remaining balance of Barretto’s loan
with UCPB. It paid Barretto 1 million pesos as part of the purchase price. The
remaining balance would be paid once Barretto had consolidated the titles. On the
date that Goldenrod was supposed to pay, Goldenrod asked for an extension. UCPB
agreed. When the extension date arrived, Goldenrod asked for another extension.
UCPB refused. Barretto successfully consolidated the titles. Goldenrod informed
Barretto that it would not be able to push through with their agreement. It asked
Barretto to return the 1 million pesos. Barretto did not give in to Goldenrod’s
rescission. Instead, it sold the property that was part of their agreement to Asiaworld.
Issue Should Goldenrod be paid back the 1 million pesos?
Held Yes. Rescission creates the obligation to return the things which were the
object of the contract together with the fruits and interest. Barretto is obliged to pay
Goldenrod back because 1) Goldenrod decided to rescind the sale; 2) the
transaction was called off and; 3) the property was sold to a third person. By virtue of
the extrajudicial rescission of the contract to sell by Goldenrod, without opposition
from Barretto, who in turn sold it to a third person, Barretto had the obligation to
return the 1 million pesos plus legal interest from the date it received the notice of
rescission.
Name Philippine Free Press, Inc. vs Court of Appeals, G.R. No. 132864, October 24,
2005
Facts In 1973, Marcos’ representatives offered number of times to buy the Philippine
Free Press, Inc. owned by Teodoro Locsin Sr. Teodoro refused to sell the PFP, Inc
and stated that it was not for sale. In the middle of 1973, Brig. General Hans Menzi
contacted Teodoro concerning the sale of PFP, Inc. Meeting was held in the building
of the PFP, Inc. and Gen. Hans reiterated the offer to buy the property once again,
asserting that President Ferdinand Marcos cannot be denied. Teodoro then made a
counteroffer that he will sell everything but that he will be allowed to keep the name
of PFP, Inc. With this, when Gen. Hans contacted Teodoro, Gen. Hans said that
Marcos was amenable to the counteroffer made and is offering the purchase price of
P5,750,000. In August 1973, Teodoro accepted P1,000,000 from Gen. Hans served
as downpayment of the sale. In October 1973, Gen. Hans paid the balance of the
purchase price and the parties executed 2 notarized deeds of sale of the property in
dispute. Teodoro then used the proceeds of the sale to pay the separation pays of
the employees and to buy out the shares of the minority stockholders of the
company. In February 1987, PFP, Inc. filed a complaint for Annulment of Sale on the
grounds of vitiated consent and gross inadequacy of the purchase price. The trial
court dismissed petitioner’s complaint for annulment of sales for lack of merit. On
[respondent] counterclaim, the court finds for [respondent] and against [petitioner] for
the recovery of attorney’s fees already paid for at P1,945,395.98, plus a further
P316,405.00 remaining due and payable. The case elevated to the Court of Appeals.
The CA affirmed with modification the appealed decision of the trial court, the
modification consisting of the deletion of the award of attorney’s fees to private
respondent.
Issue Does the gross inadequacy of the purchase price indicate vitiation of consent
to the contract of sale which would make the sale voidable?
Decision The Supreme Court ruled, NO. Gross inadequacy of the purchase price
does not, as a matter of civil law, per se affect a contract of sale. Article 1470 of the
Civil Code says, “Gross inadequacy of price does not affect a contract of sale,
except as it may indicate a defect in the consent, or that the parties really intended a
donation or some other act or contract”. Following this provision, petitioner must first
prove “a defect in the consent”, failing which its case for annulment contract of sale
on ground gross inadequacy of price must fall. The categorical conclusion of the
Court of Appeals, confirmatory of that of the trial court, is that the price paid for the
Free Press’ office building, and other physical assets is not unreasonable to justify
the nullification of the sale. This factual determination, predicated as it were on
offered evidence, notably petitioner’s Balance Sheet as of November 30, 1972 (Exh.
13), must be accorded great weight if not finality. (Balance Sheet indicates that the
net book value of the Properties was actually only P994,723.66.) 
Name Sps. Luis V. Cruz v. Sps. Alejandro Fernando, Sr., G.R. No. 145470,
December 9, 2005

Facts Petitioners are occupants of the front portion of a property in Baliuag, Bulacan.
In 1994, respondents filed RTC a complaint for accion publiciana against petitioners,
demanding the latter to vacate the premises and pay the rentals.

Respondent alleged that prior to their acquisition of the property, the original owners,
in a Kasunduan, offered to sell the property to petitioners but the latter failed to
purchase it, hence, they were the ones who bought it.

Petitioners filed a motion to dismiss but the RTC dismissed it for lack of merit. They
assert that the Kasunduan is perfected contract of sale, hence, respondents are
buyers in bad faith having bought that portion of the property despite the knowledge
of the prior sale to them.

However, the RTC ruled in favor of respondents. On appeal before the CA, the
appelate court affirmed the decision of the RTC. Hence, this present case.

Issue Whether or not the said Kasunduan is a “mere offer to sell” or a “perfected
contract of sale”?

Ruling The Court held No.Under Article 1458 of the Civil Code, a contract of sale is
a contract by which one of the contracting parties obligates himself to transfer the
ownership and to deliver a determinate thing, and the other, to pay therefor a price
certain in money or its equivalent.

Moreover, Article 1475 of the Code further provides that the contract of sale is
perfected at the moment there is a meeting of the minds upon the thing which is the
object of the contract and upon the price.

In a contract of sale, the title to the property passes to the vendee upon the delivery
of the thing sold, as distinguished from a contract to sell where ownership is
reserved in the vendor and is not to pass to the vendee until the payment of the
purchase price.

In the given case, the Kasunduan provides, among others, that the Gloriosos agreed
to sell petitioners a portion of the property and the right of way thereof. However, no
agreement to the manner of payment of purchase price was stated. Hence, the
Kasunduan is a “mere offer to sell” and not a contract of sale since the manner of
payment of purchase price is an essential element of a contract of sale.

Therefore, the Kasunduan is a contract to sell.

Name Dalion vs. Court of Appeals 182 scra 872
Facts Sabesaje sued to recover ownership of a parcel of land, based on a private
document of absolute sale, allegedly executed by Dalion, who, however denied the
fact of sale, contending that the document sued upon is fictitious, his signature
thereon, forgery, and that subject land is conjugal property, it having been acquired
by himself and his wife from Saturnina Sabesaje. They admitted having administered
a lot belonging to the grandfather of Sabesaje.   They   further   allege   that   they  
never   received   their commission in the administration of the lot, thus according to
Sps. Dalion, Sabesaje’s suit is merely intended to preempt and forestall their threat
to sue for the unpaid commissions. Aggrieved by the trial court’s decision, Dalion
appealed to the CA. The CA upheld the validity of the sale based, among others, on
the testimonies of the people who witnessed the execution of the subject deed.
Issue Whether or not the sale is valid considering that such was executed in private
document.
Decision Yes, the sale is valid. Assuming authenticity of his signature and the
genuineness of the document, Dalion nonetheless still impugns the validity of the
sale on the ground that the same is embodied in a private document, and did not
thus convey title or right to the lot in question since” acts   and   contracts   which  
have   for   their   object   the   creation, transmission, modification   or   extinction   of
real   rights   over immovable property must appear in a public instrument”. This
argument is misplaced.  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 contract of sale of a parcel of land that this be
embodied in public instrument. A contract of sale is a consensual contract, which
means that the sale is perfected by mere consent. No particular form is required for
its validity. Upon perfection of the contract, the parties may reciprocally   demand  
performance (Art.   1475, NCC), i.e.,   the vendee may compel transfer of ownership
of the object of the sale, and the vendor may require the vendee to pay the thing sold
(Art.1458, NCC). The trial court thus rightly and legally ordered Dalion to deliver to
Sabesaje the parcel of land and to execute corresponding formal deed of
conveyance in a public document. 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 (See Art. 1357).
Name Vda. De Jomoc v. Court of Appeals, 200 SCRA 74, August 2, 1991
Facts The lot in Cagayan de Oro City of the late PantaleonJomoc was fictitiously
sold and transferred to third persons. Maria P. Vda. Jomoc, as administratrix of the
estate filed suit to recover the property. The case was decided in favor of Jomoc and
was accordingly appealed by Mariano So and Gaw Sur Cheng. Pending the appeal,
Jomoc executed a Deed of Extrajudicial Settlement aid Sale of Land with private
respondent. The document was not yet signed by all the parties nor authorized but in
the meantime, Maura So had made partial payments.In 1983, Mariano So, agreed to
settle the case by executing a Deed of Reconveyance of the land in favor of
PantaleonJomoc. On February 28, 1983, the heirs of Jomoc executed another
extrajudicial settlement with absolute sale in favor of Lim Leong Kang and Lim Pue
king. Later, Maura So demanded from the Jomoc family the execution of the final
deed of conveyance. They ignored the demand. Thus, Maria So sued the Jomoc
heirs for specific performance to execute and deliver the proper registrable deed of
sale over the lot. So then filed a notice of lispendens. According to the Jomocs, they
believed that Maura So had backed out from the transaction as evidenced by an oral
testimony that she did where she expressed frustration in evicting squatters who
demanded large sums as a condition for vacating. Hence, they executed the other
extrajudicial settlement with sale of registered land in favor of the spouses Lim. The
spouses Lim, however, registered their settlement and sale only on April 27, 1983.
The lower court, found that (1) the case is one of double sale; and (2) the spouses
Lim are registrants in bad faith. On appeal, the trial court’s decision was affirmed.
Issue Whether the contract of sale by Maria P. Jomoc with private respondent is
unenforceable under the Statute of Frauds.
Held No. The contract is enforceable. The meeting of the minds and the delivery of
sums as partial payment is clear and this is admitted by both parties to the
agreement. Hence, there was already a valid and existing contract, not merely
perfected as the trial court saw it, but partly executed. It is of no moment whether or
not it is enforceable under the Statute of Frauds, which rule we do not find to be
applicable because of partial payment of the vendee’s obligation and its acceptance
by the vendors-heirs. The contract of sale of real property even if not complete in
form, so long as the essential requisites of consent of the contracting parties, object,
and cause of the obligation concur and they were clearly established to be present is
valid and effective as between the parties.
The two courts correctly ruled that the spouses Lim do not have a better right. They
purchased the land with full knowledge of a previous sale to private respondent and
without requiring from the vendor-heirs any proof of the prior vendee’s revocation of
her purchase. They did so in bad faith or on the belief that a registration may
improve their position being subsequent buyers of the same lot.
Name Yuvienco et. al. vs Dacuycuy, G.R. No. L-55048, May 27, 1981

Facts Petitioners, owners of a parcel of land and the building existing thereon,
expressed through their representative, Atty. Gamboa wrote a letter to private
respondents, the tenants therein, their willingness to sell their property to them.
Private respondents replied by telegram with the following words, “we agree to buy
proceed Tacloban to negotiate details”. When Atty. Gamboa arrived with the
prepared contract to purchase and to sell, private respondents found variance
between the terms of payment and what they had in mind, hence the bankdraft being
offered for payment was returned and the document remained unsigned by the latter.
Private respondents filed an action for specific performance in the Court of Instance
of Leyte and petitioners filed a motion to dismiss the complaint on the grounds that
the complaint states no cause of action and their claim alleged therein is
unenforceable under the Statute of Frauds. Respondent judge ruled in favor of the
private respondents; hence this petition.

Issue Whether or not the sale of the property in question is unenforceable under the
Statute of Frauds.

Held In any sale of real property on installments, the Statute of Frauds read together
with the perfection requirements of Article 1475 of the Civil Code must be
understood and applied in the sense that the idea of payment on installments must
be in the requisite of a note or memorandum therein contemplated. Under the
Statute of Frauds, the note or memorandum need not be in one single document or
writing but the separate notes must, when put together, contain all the requisites of a
perfected contract of sale.

In the case at bar, the respondents’ telegram which simply says “we agree to
buy property” does not necessarily connote acceptance of the price but instead
suggests that the details were to be subject of negotiation. That respondents were all
the time agreeable to buy the property may be conceded, but what impresses the
Supreme Court is that instead of absolutely accepting the certain offer of the
petitioners, they still insisted on further negotiation details.

Hence, the contract of sale is unenforceable under the Statute of Frauds.

Name SANTOS V MANALILI

Facts The subject matter of this case is the 4,608 square-meter parcel of land which
originally formed part of the "Furukawa Plantation" owned by a Japanese national
and situated in the District of Toril, Davao City. After the war, the land was turned
over to the Philippine government and administered by the National Abaca and
Other Fibers Corporation, and thereafter by the respondent Board of Liquidators
(BOL). On August 6, 1970, Reynaldo Manalili, predecessor-in-interest of respondent
Ronald C. Manalili, filed with the BOL an application to purchase the subject
property, attaching therewith his Occupants Affidavit. The application was favorably
acted upon and on March 27, 1972, the BOL required Manalili to pay the down
payment of 10% of the purchase price or P1,865.28. Thereafter, Manalili declared
the land for taxation purposes. On March 25, 1981, after the lapse of nine (9) years
and even as the BOL had already issued a Certification of Full Payment endorsing
the approval of the sale of the land in question to applicant Reynaldo Manalili, herein
petitioner Rodolfo Santos wrote an undated letter to the BOL protesting Manalilis
application. On December 16, 1981, following Manalilis compliance with other
requirements, the BOL issued to him the corresponding Deed of Absolute Sale which
was duly approved by the Office of the President on December 21, 1981. On April
26, 1982, petitioner filed the aforementioned complaint for Reconveyance, Damages,
Attorneys Fees and/or Annulment of Title against the BOL and the Manalilis. The trial
court rendered its September 20, 1993 decision in favor of the Manalilis. The Court
of Appeals affirmed the decision.
Issue The court a quo erred in upholding that respondent Manalili has the better
right of possession over the lot in question. 
Ruling The two (2) courts below, in unanimously upholding the validity of the sale of
the land in question to the Manalilis, likewise affirmed the BOL’s finding that the
Manalilis had a better right of possession thereto. Preponderant evidence of
respondent have sufficiently established that as early as 1970, Reynaldo Manalili,
respondents’ predecessor-in-interest, had already filed an Affidavit of Occupancy
with the BOL, the government agency tasked to administer it; that the Manalilis
administered the land before they left for Manila in 1972; that after they moved to
Manila they appointed an administrator to oversee the land and the improvements
and crops they have planted thereon, such as bananas and coconut trees; 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. Verily, it was only in 1981 that Abalahin entered the subject land without
permission, and that in 1982, petitioner, together with Abalahin and one Lumaad,
illegally cut trees on the land, thereby prompting the Manalilis to report their unlawful
entry to the local barrio captain.
Name SPS. SALONGA vs. SPS. CONCEPCION, G.R. No. 151333,
20 SEPTEMBER 2005

Facts The spouses Natalio Salonga and Felicidad Salonga were the owners of the 8
prime parcels of land located in Dagupan City. They had a commercial building with
four floors which stood on their property located along A.B. Fernandez Avenue,
Dagupan City. The spouses leased the building to traders and merchants, and lived
in a house along Arellano Street. The house stood on a lot which they also owned.
The spouses loaned from several banks and mortgaged several of their properties in
order to finance their business. Due to an earthquake that damaged their building,
they were unable to pay their loans and some of their properties were foreclosed.
They asked the respondent to redeem their properties with the agreement that the
building would be sold after 2 months and that the loans would be paid. Due to this
agreement a deed of absolute sale was made in favour of respondents with the
condition that it will not be registered. The loan was not repaid and the building was
subsequently transferred in the name of respondents.

Issue Whether the contract above is one of Equitable Mortgage or Absolute Sale.

Ruling The Supreme Court ruled that the contract was one of equitable mortgage
due to the following reasons: 
First, the petitioners were hard-pressed to pay their account to the
respondents in the total of the principal amount of P3, 198, 886.47; the said amount
paid by the respondents for the account of the petitioners to the PNB, the Associated
Bank and the DBP, excluding the amount of 36% interest a month of 36% interest
per annum. 
Second, it was made to appear under the August 31, 1993 Deed of Absolute
Sale that the petitioners had sold their five parcels of land to the respondents for the
principal amount of P575, 000.00, and that the petitioners received the said amount
from the respondents. However, at the time of the execution of the said deed, the
petitioners were indebted to the respondents for the principal amount of P586,
520.50, which the respondents had remitted to the Associated Bank for the account
of the petitioners. It is incredible that the petitioners would sell the said parcels of
land to the respondents, and that the latter, would remit the purchase price of P575,
000.00 to the petitioners, and retain the said amount to be applied as payment to the
petitioner’s accounts P586, 520.50. 
Third, respondent Manuel Concepcion had earlier signed on March 10, 1993
an undertaking that he would not register the deed of absolute sale as long as the
petitioners will pay their outstanding account plus interests thereon at the rate of 3%
per month. There was also gross inadequacy of price in this case as it appeared that
their commercial building was sold for only 2M while the actual market price was
10M.
Name Sigaya v. Mayuga, 467 SCRA 341, August 18, 2005
Facts Dionisia Alorsabes owned a three-hectare land in Dao, Capiz, denominated as
Lot 3603. In 1934, she sold a portion of the lot to Juanito Fuentes while the
remainder was inherited by her children Paz Dela Cruz, Rosela Dela Cruz, and
Consorcia Arroja (an adopted child), and a grandson, Francisco Abas, in
representation of his deceased mother Margarita Dela Cruz. These four heirs
executed an Extra-Judicial Settlement with Sale dated February 4, 1964 wherein
Consorcia sold her share with an area of 6,694 square meters to spouses Balleriano
Mayuga. On April 1, 1977, Paz also sold her share to Honorato de los Santos. Later,
another document entitled Extra-Judicial Partition with Deed of Sale dated November
2, 1972 was uncovered wherein the heirs of Dionisia purportedly adjudicated Lot
3603 among themselves and sold their shares to Francisco. On January 9, 1978,
Francisco executed a Deed of Sale over Lot 3603 in favor of Teodulfo Sigaya. Thus,
the title over Lot 3603 was cancelled and a new one was issued in the name of
Teodulfo, predecessor-in-interest of the petitioners herein. On October 14, 1986, the
petitioners, who are the widow and children of Teodulfo, filed Civil Case Nos. V-
5325, V-5326, V-5327 and V-5328 for recovery of possession and damages against
Diomer Mayuga, Honorato de los Santos, Sps. Jose Viva and Rosela Dela Cruz-
Viva, and Renato Distor. Respondents in their answers with counterclaim averred
that: the Deed of Sale executed by Francisco in favor of Teodulfo and the title
thereon are null and void for being based on a fictitious Extra-Judicial Settlement
with Sale; Rosela Dela Cruz-Viva and Paz Dela Cruz, who are illiterates, were
fraudulently made to sign as vendees in the Extra-Judicial Settlement with Sale
dated 1972, when Francisco represented that they were merely signing as witnesses
to the sale of Francisco of his share to Teodulfo.
Issue W/N petitioners are entitled to be awarded ownership based on rule on double
sale of real property
Held No. Apart from the fact that Teodulfo is not a purchaser in good faith, the law
on double sales as provided in Art. 1544 of the Civil Code contemplates a situation
where a single vendor sold one and the same immovable property to two or more
buyers. For the rule to apply, it is necessary that the conveyance must have been
made by a party who has an existing right in the thing and the power to dispose it.
The rule cannot be invoked where the two different contracts of sale are made by
two different persons, one of them not being the owner of the property sold. In this
case, respondents derive their right over their respective portions either through
inheritance or sale from Dionisia while petitioners' invoke their right from the sale of
the land from Francisco. Clearly, the law on double sales does not apply here. 
Name Premiere Development Bank vs. Hon. Court of Appeals, G.R. No. 128122, 
March 18, 2005

Facts Two (2) different persons with exactly the same name, i.e., Vicente T.
Garaygay, each claimed exclusive ownership of Lot 23 by virtue of an owners
duplicate certificate each had possession of during the period material covering said
lot. On April 17, 1979, Garaygay of Cebu executed a deed of salein favor of his
nephew, Joselito P. Garaygay. In another transaction, Garaygay of Rizal sold
to Liberto G. Yambao and Jesus B. Rodriguez the same property. Buyers Yambao
and Rodriquez would later sell a portion of their undivided interests on the land
to Jesus D. Morales. Then came the June 11, 1988 fire that gutted a portion of the
Quezon City hall and destroyed the document of Garayfay of Cebu but it was later
reconstituted. It was later subdivided into 3 lots. One of which was sold to Lilian
Toundjis and the other 2 lots were assigned to Century Realty which mortgaged  the
same to Premiere Development Bank, Inc. (Premiere Bank) to secure a P2.5 Million
loan. Yambao, Rodriquez and Morales  They then filed with the Regional Trial Court
at Quezon City suit against Joselito, Century Realty and Premiere Bank for quieting
of title and annulment of said defendants fake titles with prayer for damages.The
RTC rendered a decision in favour of Yambao, Rodriguez and Morales as rightful
owners which was affirmed by the Court of Appeals.

Issue Whether or not the Court of Appeals erred in holding Garaygay of Rizal,

instead of Garaygay of Cebu, as the real owner of Lot 23.

Held No, the Court of Appeals did not commit an error. Section 31, Rule 132 of the
Revised Rules on Evidence provides that where a private document is more than 30
years old, is produced from the custody in which it would naturally be found if
genuine, and is unblemished by any alterations or circumstances of suspicion, no
other evidence of its authenticity need be given. 
In this case, facts and reasonable inferences drawn therefrom point to Exhibit "1" as
being spurious, necessarily leaving Exhibit "B" as the authentic duplicate copy. For
starters, there is the appearance and physical condition of the owner’s copies in
question which, if properly evaluated in the light of attendant circumstances, would
help in determining which is genuine and which is sham. For, the condition and
physical appearance of a document would, to borrow from Junquera, reveal, albeit
silently, "the naked truth, hiding nothing, forgetting nothing and exaggerating
nothing." As aptly observed by the appellate court, rationalizing its conclusion
adverted to above, Exhibit "B" has no defect, except for its partly being torn.
Respondents’ explanation for the defective state of Exhibit "B", as related to them by
Garaygay of Rizal, i.e., it was due to exposure of the document to the elements, like
rain, following his evacuation from Manila to a small nipa hut in Angono, Rizal during
the Japanese occupation, merited approval from the trial court and the Court of
Appeals. Both courts, being in a better position to pass upon the credibility of
petitioners’ witness and appreciate his testimony respecting the less than usual
appearance of Exhibit "B", their findings command the respect of this Court.
Name JAIME GUINHAWA vs. PEOPLE OF THE PHILIPPINES, G.R. No. 162822,
August 25, 2005

Facts Jaime Guinhawa sells brand new motor vehicles, under the business name of
Guinrox Motor Sales. Guinhawa purchased a brand new Mitsubishi L-300 Versa
Van. Guinhawa’s driver, Leopoldo Olayan, drove the van from Manila to Naga City.
However, while the van was traveling along the highway, Olayan suffered a heart
attack. The van went out of control, traversed the highway onto the opposite lane,
and was ditched into the canal parallel to the highway. The van was damaged, and
the left front tire had to be replaced. The van was repaired and later offered for sale
in Guinhawa’s showroom. The couple decided to purchase the van for ₱591,000.00.
Guinhawa executed the deed of sale, and the couple paid the ₱161,470.00
downpayment. Josephine Silo, accompanied by Glenda Pingol, went to Manila on
board the L-300 Versa Van, with Glenda’s husband, BayaniPingol III, as the driver.
Their trip to Manila was uneventful. When Pingol complained to Guinhawa, the latter
told him that the defects were mere factory defects. The trial court rendered
judgment convicting Guinhawa guilty of the crime of Other Deceits defined and
penalized under Art. 318(1) of the Revised Penal Code. 

Issue Whether or not there is a breach of warranty on the part of the seller Jaime
Guinhawa.

Decision Article 1389 of the New Civil Code provides that failure to disclose facts
when there is a duty to reveal them constitutes fraud. In a contract of sale, a buyer
and seller do not deal from equal bargaining positions when the latter has
knowledge, a material fact which, if communicated to the buyer, would render the
grounds unacceptable or, at least, substantially less desirable.If, in a contract of sale,
the vendor knowingly allowed the vendee to be deceived as to the thing sold in a
material matter by failing to disclose an intrinsic circumstance that is vital to the
contract, knowing that the vendee is acting upon the presumption that no such fact
exists, deceit is accomplished by the suppression of the truth. On the petitioner’s
insistence that the private complainant was proscribed from charging him with estafa
based on the principle of caveat emptor, case law has it that this rule only requires
the purchaser to exercise such care and attention as is usually exercised by
ordinarily prudent men in like business affairs, and only applies to defects which are
open and patent to the service of one exercising such care. The petitioner had every
opportunity to reveal to the private complainant that the van was defective. They
resolved to maintain their silence, to the prejudice of the private complainant. Based
on the surrounding circumstances, she relied on her belief that the van was brand
new. In fine, she was the innocent victim of the petitioner’s fraudulent nondisclosure
or concealment.
Name VICTORIA R. VALLARTA vs. THE HONORABLE COURT OF APPEALS and
THE  HONORABLE JUDGE FRANCISCO LLAMAS,, G.R. No. L 40195 May 29,
1987 

Facts Respondent Rosalinda Cruz entrusted to petitioner Victoria Villarta seven 

pieces of jewelry on November 20, 1968. On December of the same year, Villarta  
exchanges one jewelry to another and issued a post-dated check in favor of Cruz. 
Cruz deposited the check but it was dishonored for lack of funds. 
An estafa case was filed against Villarta but she argued that she can only be 
civilly liable because even though the check bounced, she only gave it for a pre
existing obligation. She contends a person cannot be imprisoned for non-payment of 
debt. 

Issue Whether or not the transaction is a “sale or return”. 

Held The transaction is not a sale or return but a sale on approval or sale on 
acceptance. In a "sale or return," the ownership passes to the buyer on delivery and 
the subsequent return of the goods reverts ownership in the seller. Delivery as a 
mode of acquiring ownership must be in consequence of a contract. 
When Cruz gave the jewelry to Villarta on November 20, 1968, the clear 
intention is to make the latter choose which item she wanted to buy. There was no 
meeting of the minds yet at this point and hence, it cannot be considered as
delivery.  If ownership over the jewelry was not transmitted on that date, then it could
have  been transmitted only in December 1968, the date when the check was
issued. In  which case, it was a "sale on approval" since ownership passed to the
buyer.  Vallarta, only when she signified her approval or acceptance to the seller,
Cruz, and  the price was agreed upon.
Name ULEP V. CA

Facts Principal petitioners SAMUEL ULEP, now deceased and substituted by his
heirs, and VALENTINA ULEP are brother-and-sister. Together with their siblings,
namely, Atinedoro Ulep and Rosita Ulep, they are children of the late Valentin Ulep.
During his lifetime, the father Valentin Ulep owned a parcel of land, identified as  Lot
840 with an area of 3,270 square meters at Asingan, Pangasinan. in 1950, the older
Ulep sold the one-half (1/2) eastern portion of Lot 840, comprising an area of 1,635
square meters, to respondent Maxima Rodico, while the remaining one-half
(1/2) western portion with the same area, to his son Atinedoro Ulep married to
Beatriz Ulep, and to his other daughter Valentina Ulep. On June 5, 1952, all the
transferees of Lot 840, namely, Maxima Rodico (for the eastern portion) and
Atinedoro Ulep and Valentina Ulep (for the western portion), were jointly issued in
their names Transfer Certificate of Title No. 12525. On June 18, 1971, Atinedoro
Ulep, his wife Beatriz and sister Valentina Ulep sold the one-half (1/2) portion of the
area sold to them by their father to their brother Samuel Ulep and the latter’s
wife, Susana Repogia-Ulep. The portion sold to Samuel and Susana has an area of
817.5 square meters. The document of sale was registered with the Office of the
Registry of Deeds of Pangasinan on February 20, 1973. Later, an area of 507.5
square meters of the western portion of Lot 840 was sold by the spouses Atinedoro
Ulep and Beatriz Ulep to respondent Warlito Paringit and the latter’s
spouse Encarnacion Gante, who were then issued TCT No. 12688 on September
23, 1975. Evidently, all the foregoing transactions were done and effected without an
actual ground partition or formal subdivision of Lot 840. In June 1977,
respondent Iglesiani Cristo (INC) begun constructing its chapel on Lot 840. In the
process, INC encroached portions thereof allegedly pertaining to petitioners and
blocked their pathways. This prompted Samuel Ulep and sister Rosita Ulep to make
inquiries with the Office of the Register of Deeds of Pangasinan.
Issue W/N the respondent has the rights of ownership based on the rule of double
sale of real property
Held Yes. Article 1544 of the Civil Code provides the statutory solution. Per records,
the sale of the disputed 620 square-meter portion of Lot 840 to respondent INC was
made on December 21, 1954 and registered with the Registry of Deeds of
Pangasinan on January 5, 1955. In fact, INC was issued a title over the same portion
on September 23, 1975. On the other hand, the conveyance to the spouses Samuel
Ulep and Susana Repogia-Ulep happened on January 18, 1971 and the spouses
registered their document of conveyance only on February 22, 1973.Clearly, not only
was respondent INC the first buyer of the disputed area. It was also the first to
register the sale in its favor long before petitioners Samuel’s and Susana’s intrusion
as second buyers. Although Samuel and Susana thereafter registered the sale made
to them, they did so only after 18 years from the time INC caused the registration of
its own document of sale.
Petitioners’ allegation of forgery relative to the deed of sale executed on December
21, 1954 by the spouses Atinedoro Ulep, his wife Beatriz and sister Valentina Ulep
over the 620 square-meter portion of Lot 840 cannot be sustained. As a rule, forgery
cannot be presumed and must be proved by clear, positive and convincing evidence,
the burden for which lies on the party alleging it.
Name DY JR vs. COURT OF APPEALS, GR No. 92989, July 8,1991

Facts Wilfredo Dy purchased a truck and a farm tractor through LIBRA which was
also mortgaged with the latter, as a security to the loan. Petitioner, expresses his
desire to purchased his brother’s tractor in a letter to LIBRA which also includes his
intention to shoulder its mortgaged. LIBRA approved the request. At the time that
Wilfredo Dy executed a deed of absolute sale in favor of petitioner, the tractor and
truck were in the possession of LIBRA for his failure to pay the amortization. When
petitioner finally fulfilled its obligation to pay the tractor, LIBRA would only release
the same only if he would also pay for the truck. In order to fulfill LIBRA’s condition,
petitioner convinced his sister to pay for the remaining truck, to which she released a
check amounting to P22,000. LIBRA however, insisted that the check must be first
cleared before it delivers the truck and tractor. Meanwhile, another case penned
“Gelac Trading Inc vs. Wilfredo Dy” was pending in Cebu as a case to recover for a
sum of money (P12,269.80). By a writ of execution the court in Cebu ordered to
seize and levy the tractor which was in the premise of LIBRA, it was sold in a public
auction to which it was purchased by GELAC. The latter then sold the tractor to
Antonio Gonzales. RTC rendered in favor of petitioner. CA dismissed the case,
alleging that it still belongs to Wilfredo Dy.

Issue Whether or not there was a consummated sale between Petitioner and
LIBRA?

Ruling NO. The relationship between Libra and the petitioner is not one of sale but
still a mortgage. The payment of the check was actually intended to extinguish the
mortgage obligation so that the tractor could be released to the petitioner. It was
never intended nor could it be considered as payment of the purchase price because
the relationship between Libra and the petitioner is not one of sale but still a
mortgage. The clearing or encashment of the check which produced the effect of
payment determined the full payment of the money obligation and the release of the
chattel mortgage. It was not determinative of the consummation of the sale. The
transaction between the brothers is distinct and apart from the transaction between
Libra and the petitioner. The contention, therefore, that the consummation of the sale
depended upon the encashment of the check is untenable.
Name Power Commercial and Industrial Corp. v. CA, G.R. No. 119745, June 20,
1997

Facts Petitioner asbestos manufacturer Power Commercial and industrial

corporation bought the property of spouses Reynaldo and Angelita Quiambao
located in Makati City. Since there are lessees occupying the subject land, part of
the deed of sale is a warranty of respondents that will defend its title and peaceful
possession in favor of the petitioners.

The property is mortgage to PNP and as such, petitioners filed a request to assume
responsibility of the mortgage. Because of petitioners failure to produce the required
papers, their petition was denied. Petitioners allege that the contract should be
rescinded because of failure of delivery.

Issue Whether Or Not the contract is recissible due to breach of contract.

Held There is no breach of contact in this case since there is no provision in the
contract that imposes the obligation to the respondents to eject the people occupying
the property.

There was also a constructive delivery because the deed of sale was made in a
public document. The contention of the petitioners that there could be no
constructive delivery because the respondents is not in possession of the property is
of no merit. What matters in a constructive delivery is control and not possession.
Control was placed in the hands of the petitioners that is why they were able to file
an ejectment case. Prior physical delivery or possession is not legally required and
the execution of the deed of sale is deemed equivalent to delivery.
Name RUDOLF LIETZ v. CA, GR NO. 122463, 2005-12-19

Facts Buriol previously owned a parcel of unregistered land situated at Capsalay

Island, Port Barton, San Vicente, Palawan. Respondent Buriol entered into a lease
agreement for a period of 25 years with Respondent Flavia Turatello and all Italian
citizens, involving one (1) hectare of respondent Buriol's property. On November 17,
1986, respondent Buriol sold to petitioner Rudolf Lietz, Inc. the same parcel of land
for the amount of P30,000.00. However, Petitioner later discovered that respondent
Buriol owned only four (4) hectares, and with one more hectare covered by lease,
only three (3) hectares were actually delivered to petitioner. A complaint for
Annulment of Lease with Recovery of Possession with Injunction and Damages was
filed against the respondents. The trial court rendered judgment on May 27, 1992,
dismissing both petitioner's complaint and respondents' counterclaim for damages.
The Court of Appeals affirmed the dismissal of petitioner's complaint. 

Issues Whether or not petitioner is entitled to the delivery of the entire five hectares
or its equivalent

Ruling Article 1539 governs a sale of immovable by the unit, that is, at a stated rate
per unit area. If the vendor delivers less than the area agreed upon, the vendee may
oblige the vendor to deliver all that may be stated in the contract or demand for the
proportionate reduction of the purchase price if delivery is not possible. In the case
where the area of the immovable is stated in the contract based on an estimate, the
actual area delivered may not measure up exactly with the area stated in the
contract
According to Article 1542[11] of the Civil Code, in the sale of real estate,
made for a lump sum and not at the rate of a certain sum for a unit of
measure or number, there shall be no increase or decrease of the price
although there be a greater or lesser area or number than that stated in the
contract the discrepancy must not be substantial
The Deed of Absolute Sale shows that the parties agreed on the purchase price on a
predetermined area of five hectares within the specified boundaries and not based
on a particular rate per area. The area within the boundaries as stated in the contract
shall control over the area agreed upon in the contract.
Name Northern Motors, Inc. v. Sapinoso, 33 SCRA 1970, May 29, 1970

Facts Casiano Sapinoso (buyer) bought a car from Northern Motors, Inc. (seller) for
P12,000.00 paying P2,000.00 down payment and executing a promissory note of the
P10k balance. The note was secured by a mortgage on the car. It also provided the
seller with alternative remedies in case of default, namely: 1) sale of the car by
mortgagee; 2) cancellation of the sale contract; 3) foreclosure of the mortgage –
judicial or extra-judicial; and 4) ordinary civil action to exact fulfillment of the
obligation. The buyer eventually defaulted in more than two installments. Thus, the
seller filed an action before the court praying, among others, that a writ of replevin be
issued to obtain possession of the car, preparatory for the exercise of option under
the mortgage contract to extrajudicially foreclose the chattel. After filing of the action,
the buyer made payments to the note for P1,250.00. After which, the seller obtained
possession of the car by virtue of the writ of replevin issued by the court. In his
answer, the buyer, among other, alleged that the car was defective and that he had
to delay payments to have it repaired. He also signified a willingness to enter into a
compromise agreement.
The CFI ruled that the seller had the right to possess the subject car, but
ordered it to return to the buyer the P1,250.00 paid by the latter after the
commencement of the present action by the seller. It ruled that since the seller opted
to foreclose the mortgage on the subject chattel, it can no longer recover the unpaid
balance on the note.
The SC modified CFI’s decision and held that the seller is not bound to
reimburse the buyer for amounts paid after commencement of the action.

Issue Was the buyer entitled to a reimbursement of the amounts paid on the note
subsequent to the seller’s commencement of the present action?

Held No, it is the fact of foreclosure and actual sale of the mortgaged chattel that bar
further recovery by the vendor of any balance on the purchaser’s outstanding
obligation not satisfied by the sale. In this case, there has not yet been a foreclosure
sale resulting in a deficiency.
The mere filing of an action as one of replevin to secure the possession of the
mortgaged vehicle as a preliminary step to the foreclosure does not bar the seller
from accepting further payments on the promissory note. Such payment was made
voluntarily by the buyer and does not result from a “further action,” as prohibited by
Art. 1484(3). There is no reason why a mortgage creditor should be barred from
accepting, before a foreclosure sale, payments voluntarily tendered by the debtor-
mortgagor who admits a subsisting indebtedness.
Name Salonga vs. Concepcion, 470 SCRA 291, September 20, 2005 

Facts The spouses NatalioSalonga and FelicidadSalonga were the owners of the 8 
prime parcels of land located in Dagupan City. They had a commercial building with
four  floors which stood on their property located along A.B. Fernandez Avenue,
Dagupan City.  The spouses leased the building to traders and merchants, and lived
in a house along  Arellano Street. The house stood on a lot which they also owned.
The spouses loaned  from several banks and mortgaged several of their properties
in order to finance their  business. Due to an earthquake that damaged their building,
they were unable to pay  their loans and some of their properties were foreclosed.
They asked help from  respondent to redeem their properties with the agreement
that the building would be sold  after 2 months and that the loands would be paid.
Due to this agreement a deed of  absolute sale was made in favor of respondents
with the condition that it will not be  registered. The loan was not repayed and the
building was subsequently transferred in  the name of respondents. 

Issue Whether the contract above is one of Equitable Mortgage or Absolute Sale. 

Held The Supreme Court ruled that the contract was one of equitable mortgage due
to  the following reasons: First, the petitioners were hard-pressed to pay their
account to the  respondents in the total of the principla amount of P3, 198, 886.47;
the said amount paid  by the respondents for the account of the petitioners to the
PNB, the Associated Bank  and the DBP, excluding the amount of 36% interest a
month of 36% interest per annum.  Second, it was made to appear under the August
31, 1993 Deed of Absolute Sale that  the petitioners had sold their five parcels of
land to the respondents for the principal  amount of P575,000.00, and that the
petitioners received the said amount from the  respondents. However, at the time of
the execution of the said deed, the petitioners were  indebted to the respondents for
the principal amount of P586, 520.50, which the  respondents had remitted to the
Associated Bank for the account of the petitioners. It is  incredible that the petitioners
would sell the said parcels of land to the respondents, and  that the latter, would
remit the purchase price of P575,000.00 to the petitioners, and retain  the said
amount to be applied as payment to the petitioner’s accounts P586, 520.50.  Third,
respondent Manuel Concepcion had earlier signed on March 10, 1993 an 
undertaking that he would not register the deed of absolute sale as long as the
petitioners  will pay their outstanding account plus interests thereon at the rate of 3%
per month.  There was also gross inadequacy of price in this case as it appeared
that their commercial  building was sold for only 2M while the actual market price
was 10M.
Name Aguilar vs. Aguilar 478 SCRA 187, December 16, 2005

Facts Senen and Virgilio who are brothers purchased a house and lot for the benefit
of their father. They executed a written agreement stated that: their shares in the
house and lot would be equal, Senen would live with their father on condition that he
would pay the Social Security System the remaining loan obligation of the former
owner.  After the death of the Father, Virgilio demanded to Senen to vacate the
house and that the property be sold, the proceeds to be divided between them
however, Senen refused to comply. Virgilio file a complaint in CFI, compelling Senen
of his demand. During the trial, neither Senen, nor his counsel appeared, so the trial
court proceed in ex parte.  The Trial court, declared that the two brothers as co-
owner of the subject property, the property be sold and the proceeds to be divided
them equally. And at same time order Senen to vacate and pay rentals with interests
from January 1975, as to the date when Virgilio demanded the Sale.  CA reversed
the trial court’s decision. Virgilio made a petition for review to the Supreme Court.  In
accordance to GR. No. 76351, the property was sold to Alejandro Sangalang. Virgilio
received his share and as well as the rental dues from Senen.  Senen, filed with the
RTC, an action for legal redemption against Virgilio and another brother-Angel, who
bought the share of Virgilio on 1989, alleging that as a co-owner he is entitled for
legal redemption. (1995) The RTC, dismissed the complaint for the reason of laches.
seven years late, to assert his right. CA, affirmed the RTC’s order. 

Issue Whether Senen’s complaint for legal redemption in Civil Case No. 05-039 is
barred by laches.
Held YES.  legal redemption (retracto legal de comuneros) is privilege created by
law, partly by reason of public policy and partly for the benefit of the redemptioner to
afford him a way out of a disagreeable or inconvenient association into which he has
been thrust.
The following are requisites exercise of legal redemption: (a) There must be a co-
ownership; (b) one of the co-owners sold his right to a stranger; (c) the sale was
made before the partition of the co-owned property; (d) the right of redemption must
be exercised by one or more co-owners within a period of thirty days to be counted
from the time that he or they were notified in writing by the vendee or by the co-
owner vendor;  (e) the vendee must be reimbursed for the price of the sale Art. 1623.
The right of legal pre-emption or redemption shall not be exercised except within
thirty days from the notice in writing by the prospective vendee, or by the vendor, as
the case may be. The deed of sale shall not be recorded in the Registry of Property,
unless accompanied by an affidavit of the vendee that he has given written notice
thereof to all possible redemptioners. Senen has actual knowledge of the sale of
Virgilios share to Angel in 1989. he has thirty days from such actual knowledge
within which to exercise his right to redeem the property. He did not take any action.
The action is 7 years too late. 
Name Go v. Bacaron, 472 SCRA 339, October 11, 2005 

Facts Respondent Eliodoro Bacaron, suffering from business reversals, borrowed 

P20,000.00 from petitioner Benny Go. Prior to extending said loan to him, Go
required  Bacaron to execute a document purporting to be a Transfer of Rights for
Bacaron to  convey 15.3955-hectare of land, but was told that the same would only
be a formality  as he could redeem the unregistered land the moment he pays the
loan. He signed  the instrument despite knowing that it did not express their true
intention - that the  transaction is a mere equitable mortgage. A year after, he went
to the petitioner to pay  his loan but the latter refused insisting that the transaction
they entered was not an  equitable mortgage but a real transfer of rights.
Respondent insisted that petitioner  recognize the transaction as only an equitable
mortgage since, aside from the fact that  the consideration was unusually
inadequate, respondent Bacaron remained in  possession of the property and paid
the taxes from 1995-1997. 

Issues Whether the agreement entered into by the parties was one for equitable
mortgage  or for absolute sale 

Holding/Decision Yes, the agreement into by the parties was one for equitable
mortgage. The instances  in which a contract of sale is presumed to be an equitable
mortgage are enumerated  in Article 1602 of the Civil Code as follows: "The contract
shall be presumed to be an  equitable mortgage, in any of the following cases: 
(1) When the price of a sale with right to repurchase is unusually inadequate; (2)
When the vendor remains in possession as lessee or otherwise; (3) When upon or
after the expiration of the right to repurchase another instrument  extending the
period of redemption or granting a new period is executed; (4) When the purchaser
retains for himself a part of the purchase price; (5) When the vendor binds himself to
pay the taxes on the thing sold; (6) In any other case where it may be fairly inferred
that the real intention of the parties  is that the transaction shall secure the payment
of a debt or the performance of any  other obligation. 

In any of the foregoing cases, any money, fruits, or other benefit to be received by
the  vendee as rent or otherwise shall be considered as interest which shall be
subject to  the usury laws." 

Furthermore, Article 1604 of the Civil Code provides that "[t]he provisions of Article 
1602 shall also apply to a contract purporting to be an absolute sale." 

In the present case, three of the instances enumerated in Article 1602 — 1) grossly 
inadequate consideration, 2) possession of the property, and 3) payment of realty  
taxes — attended the assailed transaction and thus showed that it was indeed an 
equitable mortgage.
Name BEATINGO V. GASIS, G.R. No. 179641, February 9, 2011

Facts Petitioner Dolorita Beatingo bought a piece of land, denominated as Lot No.
7219 from Flora G. Gasison May 19, 1998. Petitioner went to the Register of Deeds
to have the sale registered. She, however, failed to obtain registration as she could
not produce the owner’s duplicate certificate of title. She, thus, filed a petition for the
issuance of the owner’s duplicate certificate of title but was opposed by respondent
Lilia Bu Gasis, claiming that she was in possession of the Original Certificate of Title
(OCT) as she purchased the subject property from Flora on January 27,
1999.Petitioner filed a Complaint for Annulment and Cancellation of Sale,
Reconveyance, Delivery of Title and Damages against respondent before the
Regional Trial Court. Respondent claimed that she purchased the subject property
from Flora without knowledge of the prior sale of the same subject property to
petitioner, which makes her an innocent purchaser for value. The RTC considered
the controversy as one of double sale and since the two sales –that of petitioner and
that of respondent –were not registered with the Registry of Property, the RTC held
that whoever was in possession had the better right. Hence, it decided in favor of
respondent. Petitioner elevated the matter to the CA via a Notice of Appeal.
However, due to pressures of work in equally important cases with other clients,
counsel for petitioner requested for an extension of ninety (90) days within which to
file the brief. Instead of filing the Appellant’s Brief within the extended period,
petitioner twice moved for extension of time to file the brief. The CA denied the
motions for extension to file brief. Thus, for failure to file the Appellant’s Brief, the
appellate court dismissed the appeal.

Issue Whether or not the respondent has a better right over the thing subject of
double sale.

Ruling The Court ruled in the affirmative. Evidently, petitioner’s counsel was
negligent in failing to file the required brief not only within 45 days from receipt of the
notice but also within the extended period of ninety (90) days granted by the
appellate court.

The excuse forwarded above is unacceptable. An attorney is bound to protect his

client’s interest to the best of his ability and with utmost diligence. Failure to file brief
certainly constitutes inexcusable negligence, more so if the delay results in the
dismissal of the appeal.
 
The failure to file the Appellant’s Brief, though not jurisdictional, results in the
abandonment of the appeal which may be the cause for its dismissal. Nevertheless,
to put an end to the controversy, the Court carefully perused the records of the case
and reached the conclusion that the decision dated December 29, 2005 of the RTC
is in perfect harmony with law and jurisprudence. The rules on double sales, as
discussed above, apply.
Name Catungal vs. Rodriguez, GR No. 146839, March 23, 2011

Facts Agapita Catungal owned a parcel of land in Barrio Talamban, Cebu City. On
April 232, 1990, Agapita, with the consent of her husband (Atty. Jose Catungal),
entered a Contract to Sell with respondent Angel Rodriguez. This Contract to Sell
was further upgraded into a Conditional Deed of Sale where it was stipulated that the
sum of P25 million will be payable as follows: a. P500, 000 down payment upon
signing of the agreement. b The balance of P24, 500, 000 will be payable in five
separate checks:
First check shall be for P4,500,000 while the remaining balance to be paid in four
checks in the amount of P5 million each will be payable only after Rodriguez
(Vendee) has successfully negotiated, secured, and provided a Road Right of Way.
If however the Road Right of Way could not be negotiated, Rodriguez shall notify the
Catungals for them to reassess and solve the problem by taking other options, and
should the situation ultimately prove futile, he shall take steps to rescind or cancel
the herein Conditional Deed of Sale.
It was also stipulated that the access road or Road Right of Way leading to
the lot shall be the responsibility of the VENDEE to secure and any or all cost
relative to the acquisition thereof shall be borne solely by the VENDEE. He shall,
however,  be accorded with enough time necessary for the success of his endeavor, 
granting him a  free hand in negotiating for the passage.
Spouses  Catungal requested an advance of P5  million on the purchase price
for personal reasons. However, Rodriguez refused on the ground that the amount
was not due under the terms of their agreement. Further, he learned that the
Catungals were offering the property for sale to third parties who are willing to pay a
higher amount of money for a Road Right of Way than what Rodriguez has initially
negotiated. In other words, instead of assisting Rodriguez in successfully
negotiating, the Catungals allegedly maliciously defeated his efforts so to justify the
rescission. Rodriguez then received letters signed by  Atty.  Jose  Catungal
demanding him to make up his mind about buying the land or exercising his option to
buy because they needed money to pay personal obligations or else the Catungals
warned that they would consider the contract canceled.

Issue Whether or not the stipulations of their  Conditional Deed of  Sale constitute a
potestative condition (one that is subject to the will of one of the parties–either the
debtor or creditor).

Held NO. the condition in their Conditional Deed of Sale stating that respondent shall
pay the balance of the purchase price when he has successfully negotiated and
secured a road right of way, is not a condition on the perfection of the contract nor on
the validity of the entire contract or its compliance as contemplated in Article 1308. It
is a condition imposed only on the respondent's obligation to pay the remainder of
the purchase price. In our view and applying Article 1182, such a condition is not
purely potestative as petitioners contend. It is not dependent on the sole will of the
debtor but also on the will of third persons who own the adjacent land and from
whom the road right of way shall be negotiated. In a manner of speaking, such a
condition is likewise dependent on chance as there is no guarantee that respondent
and the third party-landowners would come to an agreement regarding the road right
of way.  This type of mixed condition is expressly allowed under Article 1182 of the
Civil Code.
Name Domingo Carabeo vs SPS Norberto And Susan Dingco G.R No. 190823,
April 4 2011 

Facts The petitioner entered into a contract denominated as “Kasunduan sa Bilihan

ng  Karapatan ng Lupa” with the respondent wherein the petitioner it was agreed that
a 648 square  meter parcel of land worth 38,000. 
Where it reads  
“Na ako ay may isang partial na lupa na matatagpuan sa Purok 111, Tugatog, Orani
Bataan, na  may sukat na 27 x 24 metro kuwadrado, ang nasabing lupa ay may
sakop na dalawang punong  santol at isang punong mangga, kaya’t ako ay
nakipagkasundo sa mag-asawang Norby Dingco at Susan Dingco na ipagbili sa
kanila ang karapatan ng nasabing lupa sa halagang P38,000.00. 
The respondent tendered their initial payment upon the signing of the
contract. However,  when the respondent were later to hand in the balance to the
purchase price, the petitioner  requested them to keep it first as he was yet to settle
an ongoing “squabble’ over the land. 
Four years later the respondent learned that the problem had been settle and that
the petitioner  had cause its registration in his name under the Transfer Certificate of
title. The respondents  offered to pay the price but the petitioner declined.  
A complain of specific performance was filed by the respondent before the Regional
Trial Court  of Bataan. 

Issue Whether or not the element of contract. an object certain is present in the
case.

Held Yes the kasunduan did not specify any technical boundaries in regards to the
property thus not  rendering the sale null. The requirement that a small must have a
determinate thing in its object  at the time the contract is entered into, the object of
the sale is in full capability of being made  determinate without the necessity of a
new or further agreement between both parties. As such  there is no doubt that the
object of the sale is determinate.
Name MORLA vs. BELMONTE, et al. GR No. 171146 December 7, 2011

Facts Spouses Alfredo Nisperos and Esperanza Urbano (the Nisperos spouses)
were the original homesteaders of a public land known and identified as Lot No.
4353 of Pls. 62, by virtue of Original Certificate of Title (OCT) No. P-1542. The
Nisperos spouses executed a Partial Deed of Absolute Sale, wherein they sold a
portion of Lot No. 4353 (subject land) to the brothers Ramon and Rodolfo Morla (the
Morla brothers). The Morla brothers acknowledged and confirmed in writing (the
1988 contract) that they had bought from the Nisperos spouses the subject land, and
that they had agreed to give the Nisperos spouses a period of ten (10) years within
which to repurchase the subject land for the price of Two Hundred Seventy-Five
Thousand Pesos (₱275,000.00). Thereafter the Nisperos spouses filed a Complaint
for Repurchase and/or Recovery of Ownership Plus Damages against the Morla
brothers. They alleged that the deed of sale was registered by the Morla brothers
only when they had signified their intention to repurchase their property. In response,
the Morla brothers claimed that the Nisperos spouses had no cause of action, as the
repurchase of the subject land was improper for being outside the five-year period
provided under Section 119 of Commonwealth Act No. 141

Issue Whether or not the repurchase of the Nisperos spouses of the land sold to the
Morla brothers within a period of ten (10) years was valid. 

Ruling Yes. The Court is in full accord with the clear findings and apt ruling of the
lower courts. Nowhere in Commonwealth Act No. 141 does it say that the right to
repurchase under Section 119 thereof could not be extended by mutual agreement
of the parties involved. Neither would extending the period in Section 119 be against
public policy as the evident purpose of the Public Land Act, especially the provisions
thereof in relation to homesteads, is to conserve ownership of lands acquired as
homesteads in the homesteader or his heirs. What cannot be bartered away is the
homesteaders right to repurchase the homestead within five years from its
conveyance, as this is what public policy by law seeks to preserve. This, in the
Court’s opinion, is the only logical meaning to be given to the law, which must be
liberally construed in order to carry out its purpose. Petitioner does not dispute that
the 1988 contract was executed freely and willingly between him and his late brother,
and the Nisperos spouses. 
Name Reyes vs.Tuparan G.R. No. 188064 JUNE 1, 2011

Facts Mila Reyes owns a building which the Victoria Tuparan was leasing a space
for her pawnshop business. Thereafter, Reyes mortgaged the building to Farmer
Savings and Loan Bank for P2M. However, the loan reached P2,278,078.13. Reyes
then decided to sell her real properties for P6.5M in order to pay the bank. As a
gesture of friendship, Tuparan verbally offered to conditionally buy the building for
P4.2M and to assume the bank loan. It was stipulated however that title to the
ownership of the subject real properties shall remain with Reyes until full payment of
Tuparan. And only upon payment of full balance will the bank issue the Deed of
Cancellation of Mortgage and Reyes to execute the corresponding Deed of Absolute
Sale. Tuparan however defaulted, revealing a balance of P805,000. She was already
able to pay the amount P3.4M and the bank loan. Reyes now is seeking the
rescission of her contract with Tuparan for the breach of nonpayment. RTC held that
the contract entered into by the parties is a contract to sell but ruled that the remedy
of rescission could not apply because the Tuparan’s failure to pay Reyes the balance
of the purchase price in the total amount of ₱805,000.00 was not a  breach of
contract, but merely an event that prevented the seller from conveying title to the
purchaser. CA Affirmed the decision of RTC.

Issue Whether or not the contract entered into by the parties is a contract to sell? 

Decision Yes. The subject Deed of Conditional Sale with Assumption of Mortgage
entered into by and among the two parties and FSL Bank is a contract to sell and not
a contract of sale. The nonpayment of the full purchase price cannot give Reyes the
remedy for rescission since the obligation did not yet exist since the suspensive
condition of payment of the full purchase price had not taken place. A contract to sell
may thus be defined as a bilateral contract whereby the prospective seller, while
expressly reserving the ownership of the subject property despite delivery thereof to
the prospective buyer, binds himself to sell the said property exclusively to the
prospective buyer upon fulfillment of the condition agreed upon, that is, full payment
of the purchase price. Based on their contract, the title and ownership of the subject
properties remains with Reyes until Tuparan fully pays the balance of the purchase
price and the assumed mortgage obligation. Thereafter, FSL Bank shall then issue
the
corresponding deed of cancellation of mortgage and Reyes shall execute the
corresponding deed of absolute sale in favor of Tuparan. Accordingly, Reyes
obligation to sell the subject properties becomes demandable only upon the
happening of the positive suspensive condition, which is Tuparan’s full payment of
the purchase price. Without Tuparan’s full payment, there can be no breach of
contract to speak of because petitioner has no obligation yet to turn over the title.
Tuparan’s failure to pay in full the purchase price is not the breach of contract
contemplated under Article 1191 of the New Civil Code but rather just an event that
prevents Reyes from being bound to convey title to Tuparan.
Name Lalicon v. National Housing Authority, G.R. 185440, July 13, 2011

Facts The National Housing Authority executed a Deed of Sale with Mortgage over a
Quezon City lot in favor of the Spouses Alfaro. A TCT was later on issued by the
Registry of Deeds. The Deed of Sale in part, provided that: Alfaros could sell the
land within five years from the date of release of the mortgage without NHA’s prior
written consent. Nine years later (mortgage not released yet) the Spouses Alfaros
sold the lot to their son, Victor, who had a common-law wife Cecilia who had the
means and paid off the mortgage in order for it to be released. About four and a half
years later, Victor sold the property to Chua. RTC rendered a decision in the case
filed by NHA, and ruled that Alfaros clearly violated the five-year prohibition but NHA
could no longer rescind since the period for bringing the action had already
prescribed.

Issues (1) Whether or not NHA’s right to rescind already prescribed.

(2) Whether or not the third party buyers are in good faith. 

Ruling (1) No, the rescission in 1291 speaks of a breach of faith and that the
applicable prescriptive period is that provided in Article 1144 which is 10 years from
the time the right of action accrues. 
(2) No, they could have verily saw the mortgage lien annotated on the
Transfer Certificate of Title of the lot. 
Alfaros were forbidden from selling the property within the five- year period
prescribed by the NHA. However, the Alfaros sold the lot to their son when the
mortgage was not yet released and thereby committing a substantial breach of the
obligation for failure to secure NHA’s consent to selling the lot while the mortgage
payments were not yet completed. Lalicons claim that under Article 1389 of the Civil
Code, the action to claim rescission must be commenced within four years from the
time of the commission of the cause for it. But the rescission contemplated in this
part of the code is not the rescission contemplated in Article 1291, for the rescission
in 1291 speaks of a breach of faith and that the applicable prescriptive period is that
provided in Article 1144 which is 10 years from the time the right of action accrues.
Lalicons as well as Chua are not buyers in good faith, for they could have verily saw
the mortgage lien annotated on the Transfer Certificate of Title of the lot.
Name Domingo Carabeo vs SPS Norberto And Susan Dingco G.R No. 190823,
April 4 2011 

Facts The petitioner entered into a contract denominated as “Kasunduan sa Bilihan

ng  Karapatan ng Lupa” with the respondent wherein the petitioner it was agreed that
a 648 square  meter parcel of land worth 38,000. 
Where it reads  
“Na ako ay may isang partial na lupa na matatagpuan sa Purok 111, Tugatog, Orani
Bataan, na  may sukat na 27 x 24 metro kuwadrado, ang nasabing lupa ay may
sakop na dalawang punong  santol at isang punong mangga, kaya’t ako ay
nakipagkasundo sa mag-asawang Norby Dingco at Susan Dingco na ipagbili sa
kanila ang karapatan ng nasabing lupa sa halagang P38,000.00. 
The respondent tendered their initial payment upon the signing of the
contract. However,  when the respondent were later to hand in the balance to the
purchase price, the petitioner  requested them to keep it first as he was yet to settle
an ongoing “squabble’ over the land. 
Four years later the respondent learned that the problem had been settle and that
the petitioner  had cause its registration in his name under the Transfer Certificate of
title. The respondents  offered to pay the price but the petitioner declined.  
A complain of specific performance was filed by the respondent before the Regional
Trial Court  of Bataan. 

Issue Whether or not the element of contract. an object certain is present in the
case.

Held Yes the kasunduan did not specify any technical boundaries in regards to the
property thus not  rendering the sale null. The requirement that a small must have a
determinate thing in its object  at the time the contract is entered into, the object of
the sale is in full capability of being made  determinate without the necessity of a
new or further agreement between both parties. As such  there is no doubt that the
object of the sale is determinate.
Name FILINVEST VS. BACKY, G.R. No. 174715, October 11, 2012

Facts On November 24, 1991, respondents Abdul Backy, et al. were the grantees of
agricultural public lands located in Tambler, General Santos City through Homestead
and Free patents. On October 28, 1995, petitioner Filinvest Land, Inc. (Filinvest) and
Backy, et al. executed undated deeds of conditional sale of the properties covered
by the homestead patent. On the same day, Backy, et al. received the downpayment
for the said properties.

A few days after the execution of the deeds, Backy, et al. came to know that the sale
of their properties was null and void because it was done within the prohibited period
and that the sale did not have the approval of the DENR. Hence, Backy et al. filed a
complaint before the RTC for the declaration of nullity of the deeds of conditional
sale.

The RTC upheld the validity of the deeds. On appeal, the CA modified the ruling of
the RTC and declared the deeds as null and void. Hence, the present petition.

Issue Whether or not the conditional sale violated the prohibition against alienation
of homesteads under the Public Land Act?

Held The petition is unmeritorious. The five-year prohibitory period following the
issuance of the homestead patent is provided under Section 118 of Commonwealth
Act No. 141, as amended by Commonwealth Act No. 456, otherwise known as the
Public Land Act. It bears stressing that the law was enacted to give the homesteader
or patentee every chance to preserve for himself and his family the land that the
State had gratuitously given to him as a reward for his labour in cleaning and
cultivating it. Its basic objective, as the Court had occasion to stress, is to promote
public policy that is to provide home and decent living for destitute, aimed at
providing a class of independent small landholders which is the bulwark of peace
and order. Hence, any act which would have the effect of removing the property
subject of the patent from the hands of a grantee will be struck down for being
violative of the law.

Applying the five-year prohibition, the properties covered by the patent issued on
November 24, 1991 could only be alienated after November 24, 1996. Therefore, the
sale, having been consummated on October 28, 1995, or within the five-year
prohibition, is as ruled by the CA, void.

The prohibition does not distinguish between consummated and executory sale. The
conditional sale entered into by the parties is still a conveyance of the homestead
patent. As correctly ruled by the CA, citing Ortega v. Tan: "The prohibition of the law
on the sale or encumbrance of the homestead within five years after the grant is
MANDATORY. Thus, the law does not distinguish between executory and
consummated sales. Where the sale of a homestead was perfected within the
prohibitory period of five years, the fact that the formal deed of sale was executed
after the expiration of the staid period DID NOT and COULD NOT legalize a contract
that was void from its inception."

Petition is DENIED.
Name HEIRS OF INTAC V. CA, G.R. No. 173211, October 11, 2012

Facts During the lifetime of Ireneo Mendoza (Ireneo), he executed a deed of

absolute sale involving a property located in Bagong Pag-asa, Quezon City in favor
of spouses Angelina and Mario Intac (spouses Intac). Consequently, TCT No.
242655 was issued in favorof the spouses Intac. The deed was executed because
the spouses Intac needed to borrow the title of the property and to use the same as
collateral for their loan application.

Respondents Josefina Mendoza-Roy and Martina Mendoza-Lozada, heirs of the late

Ireneo, sought the cancellation of TCT No. 242655 claiming that the sale was only
simulated, and therefore, void. Both the RTC and the CA declared that the deed of
absolute sale was null and void and ordered the cancellation of TCT No.
242655.Hence, this present recourse.

Issue Whether or not the deed of absolute sale was a simulated contract or a valid
agreement?

Held The Court finds no merit in the petition. CIVIL LAW: simulated contract

Accordingly, for a contract to be valid, it must have three essential elements: (1)
consent of the contracting parties; (2) objectcertain which is the subject matter of the
contract; and (3) cause of the obligation which is established. In a contract of sale, its
perfection is consummated at the moment there is a meeting of the minds upon the
thing that is the object of the contract and upon the price. Consent is manifested by
the meeting of the offer and the acceptance of the thing and the cause, which are to
constitute the contract.

If the parties state a false cause in the contract to conceal their real agreement, the
contract is only relatively simulated and the parties are still bound by their real
agreement. Hence, where the essential requisites of a contract are present and the
simulation refers only to the content or terms of the contract, the agreement is
absolutely binding and enforceable between the parties and their successors in
interest.

In absolute simulation, there is a colorable contract but it has no substance as the

parties have no intention to be bound by it. The main characteristic of an absolute
simulation is that the apparent contract is not really desired or intended to produce
legal effect or in any way alter the juridical situation of the parties. As a result, an
absolutely simulated or fictitious contract is void, and the parties may recover from
each other what they may have given under the contract.
In the case at bench, the Court is one with the courts below that no valid sale of the
subject property actually took place between the alleged vendors, Ireneo and
Salvacion; and the alleged vendees, Spouses Intac. There was simply no
consideration and no intent to sell it.

Petition is DENIED.
Name Heirs of Intac vs CA G.R. No. 173211  October 11, 2012

Facts During the lifetime of Ireneo Mendoza (Ireneo), he executed a deed of

absolute sale involving a property located in Bagong Pag-asa, Quezon City in favor
of spouses Angelina and Mario Intac (spouses Intac). Consequently, TCT No.
242655 was issued in favor of the spouses Intac. The deed was executed because
the spouses Intac needed to borrow the title of the property and to use the same as
collateral for their loan application.
Respondents Josefina Mendoza-Roy and Martina Mendoza-Lozada, heirs of
the late Ireneo, sought the cancellation of TCT No. 242655 claiming that the sale
was only simulated, and therefore, void.
Both the RTC and the CA declared that the deed of absolute sale was null
and void and ordered the cancellation of TCT No. 242655.Hence, this present
recourse.

Issue Whether or not the deed of absolute sale was a simulated contract or a valid
agreement.

Ruling The Court finds no merit in the petition. Accordingly, for a contract to be valid,
it must have three essential elements: (1) consent of the contracting parties; (2)
object certain which is the subject matter of the contract; and (3) cause of the
obligation which is established. In a contract of sale, its perfection is consummated
at the moment there is a meeting of the minds upon the thing that is the object of the
contract and upon the price. Consent is manifested by the meeting of the offer and
the acceptance of the thing and the cause, which are to constitute the contract.

If the parties state a false cause in the contract to conceal their real agreement, the
contract is only relatively simulated and the parties are still bound by their real
agreement. Hence, where the essential requisites of a contract are present and the
simulation refers only to the content or terms of the contract, the agreement is
absolutely binding and enforceable between the parties and their successors in
interest.
Name HPS Software and Communication Corporation and Hyman Yap vs PLDT,
G.R No. 170217 December 10, 2012 
Facts PAOCTF filed two applications for an issuance of search warrant for theft of
telephone services  and unauthorized installation of telephone equipment by HPS
software Communications Corporations .  HPS software is engaged in the business
of International Simple Resale or unauthorized sale of  international long distance
calls. HPS sought to quash the search warrant on the grounds that it did not   refer to
a specific offense that such warrants were general warrants and were implemented
wrongly. 

Issue Whether or not the international simple resale is considered a criminal act of

theft? 

Rulling Yes, the business of providing telecommunication or telephone service is

considered as personal property  which can be a subject of theft under Art 308 of the
RPC. Furthermore, such business may be appropriated  under Sec 2 pf Act 3952
(Bulk Sales Law) which states: 
"Section 2. Any sale, transfer, mortgage, or assignment of a stock of goods, wares,
merchandise,  provisions, or materials otherwise than in the ordinary course of trade
and the regular prosecution of the  business of the vendor, mortgagor, transferor, or
assignor, or any sale, transfer, mortgage, or assignment  of all, or substantially all, of
the business or trade theretofore conducted by the vendor, mortgagor,  transferor or
assignor, or a ll, or substantially all, of the fixtures and equipment used in and about
the  business of the vendor, mortgagor, transferor, or assignor, shall be deemed to
be a sale and transfer in  bulk, in contemplation of the Act. x x x
Name Planters Development Bank v. Julie Chandumal G.R. No. 195619

Facts BF Homes and Julie Chandumal entered into a contract to sell a parcel of land
located in Las Pinas. Later, BF Homes sold to PDB all its rights over the contract.
Chandumal paid her monthly amortizations until she defaulted in her payments. So,
PDB sent a notice to Chandumal with a demand to vacate the land within 30days,
otherwise all of her rights will be extinguished and the contract will be terminated and
deemed rescinded. In spite of the demand, Chandumal failed to settle her account.
PDB filed an action for judicial confirmation of notarial rescission and delivery of
possession but still Chandumal refused to do so. Summons were then issued and
served by deputy sheriff Galing but its was unavailing as she was always out of her
house on the dates the summons were served. RTC then issued an order granting
the motion of PDB. Chandumal filed an urgent motion to set aside order of default
and to admit attached answer. Chandumal said that she did not receive the
summons and was not notified of the same and her failure to file an answer within
the reglementary period was due to fraud. RTC denied Chandumal's motion to set
aside the order of default. Chandumal appealed to the CA. CA nullified the RTC's
decision.

Issue Whether there was valid substituted service of summons? 

Rulling Correctly ruled that the sheriff’s return failed to justify a resort to substituted
service of summons. According to the CA, the Return of Summons does not
specifically show or indicate in detail the actual exertion of efforts or any positive step
taken by the officer or process server in attempting to serve the summons personally
to the defendant.
Name Villamar vs. Mangaoil GR No. 188661 April 11, 2012
Facts Estelita villamar a registered owner of 3.6080 hectares of parcel of land,
decided to sell it to Balbino Mangaoil with the certain conditions; the respondent paid
the amount of 185,000 as a down payment for the land title to be given to him. After
some time, Manga oil decided to back out from the agreement because the area is
not yet fully cleared by incumbrances as these are tenants who are not willing to
vacate the land without giving them back the amount that they mortgage the land.
Manga oil demanded a refund for his 185,000, reiterating his demand on another
date but the same as unheeded. The respondent filed a complaint in the RTC and
the latter ordered the rescission of the agreement and the deed of absolute sale in
accordance of Art. 1458 and Art.1191 of the Civil Code. The petitioner filed before
the CA an appeal to challenge the foregoing.The Petitioner filed an instant petition in
the supreme court. The petitioner contends that in hercase, she had already
complied with her obligations under the agreement and the law when shehad caused
the release of TCT No. T-92958-A from the Rural Bank of Cauayan, paid individual
mortgagees Romeo Lacaden and Florante Parangan, and executed an absolute
deed of sale in the respondent’s favor.
Issue Whether or not the failure of seller to deliver the certificate of title over the
property to buyer is a breach of obligation in a contract of sale of real property that
would warrant rescission?
Decision The Supreme Court found the petitioner failed to comply with her
obligations to deliver to the respondent both the possession of the subject property
and the certificate of title covering the same. The petition was denied for failure to
deliver to the respondent the possession of the subject property due to the continued
presence and occupation of one Parangan and Lacaden. The Court directed the
rescission of the agreement and absolute deed of sale entered by Estelita
Villamarand Balbino Mangaoil and return of the down payment made for the
purchase of the subject property. And an interest of 12% per annum on the sum of
185,000 to be returned to Balbino Mangaoil
Name HPS Software and Communication Corporation and Hyman Yap vs
PLDT  G.R No. 170217 December 10, 2012 
Facts PAOCTF filed two applications for an issuance of search warrant for theft of
telephone services  and unauthorized installation of telephone equipment by HPS
software Communications Corporations .  HPS software is engaged in the business
of International Simple Resale or unauthorized sale of  international long distance
calls. HPS sought to quash the search warrant on the grounds that it did not   refer to
a specific offense that such warrants were general warrants and were implemented
wrongly. 

Issue Whether or not the international simple resale is considered a criminal act of
theft? 
Decision Yes, the business of providing telecommunication or telephone service is
considered as personal property  which can be a subject of theft under Art 308 of the
RPC. Furthermore, such business may be appropriated  under Sec 2 pf Act 3952
(Bulk Sales Law) which states: 
"Section 2. Any sale, transfer, mortgage, or assignment of a stock of goods, wares,
merchandise,  provisions, or materials otherwise than in the ordinary course of trade
and the regular prosecution of the  business of the vendor, mortgagor, transferor, or
assignor, or any sale, transfer, mortgage, or assignment  of all, or substantially all, of
the business or trade theretofore conducted by the vendor, mortgagor,  transferor or
assignor, or a ll, or substantially all, of the fixtures and equipment used in and about
the  business of the vendor, mortgagor, transferor, or assignor, shall be deemed to
be a sale and transfer in  bulk, in contemplation of the Act. x x x
Name Dr. Lorna C. Formaran vs.  Dr. Glenda B. Ong and Solomon S. Ong, 
G.R. No. 186264, July 8, 2013

Facts Formaran received by way of donation by his uncle and aunt, Sps. Melquiades
Barraca and Praxedes Casidsid a parcel of land situated in Nabas, Aklan. From the
time of donation until present, Formaran was in actual possession of the land
Subsequent to the said donation, Ong and father, Melquiades Barraca approached
Formaran to borrow one-half of the land donated to her so the Ong could obtain a
loan from a bank to buy a dental chair. An absolute deed of sale was executed
without monetary consideration. More or less 30 years after the said deed of sale
was executed, Ong filed a complaint for unlawful detainer before the Municipal
Circuit Trial Court of Ibajay-Nabas, IBajay, Aklan against Formaran ordering the
latter to vacate the land sold to the former. The court rendered a decision in favor of
Ong and ordered Formaran to vacate the land in question. Formaran filed an action
for the annulment of the deed of absolute sale against Respondent, Ong in the RTC
of Kalibo, Aklan. And rendered a decision in favor of Formaran. Ong coursed an
appeal to the CA and CA reversed and set aside the decision of the RTC and
ordered Formaran to vacate the land.

Issue Whether or not the absolute deed of sale is valid

Decision NO The Court believes and so holds that the subject Deed of Sale is
indeed simulated, as it is: (1) totally devoid of consideration; (2) it was executed on
August 12, 1967, less than two months from the time the subject land was donated
to petitioner on June 25, 1967 by no less than the parents of Glenda Ong; (3) on
May 18, 1978, petitioner mortgaged the land to the Aklan Development Bank for a
₱23,000.00 loan; (4) from the time of the alleged sale, Formaran has been in actual
possession of the subject land; (5) the alleged sale was registered on May 25, 1991
or about twenty four (24) years after execution; (6) Glenda Ong never introduced any
improvement on the subject land; and (7) Formaran’s house stood on a part of the
subject land. These are facts and circumstances which may be considered badges
of bad faith that tip the balance in favor of Formaran. "The amplitude of foregoing
undisputed facts and circumstances clearly shows that the sale of the land in
question was purely simulated. It is void from the very beginning (Article 1346, New
Civil Code). If the sale was legitimate, defendant Glenda should have immediately
taken possession of the land, declared in her name for taxation purposes, registered
the sale, paid realty taxes, introduced improvements therein and should not have
allowed Formaran to mortgage the land. These omissions properly militated against
Glenda’s submission that the sale was legitimate and the consideration was paid.
While the Deed of Absolute Sale was notarized, it cannot justify the conclusion that
the sale is a true conveyance to which the parties are irrevocably and undeniably
bound. Although the notarization of Deed of Absolute Sale, vests in its favor the
presumption of regularity, it does not validate nor make binding an instrument never
intended, in the first place, to have any binding legal effect upon the parties thereto
(Suntay vs. Court of Appeals, G.R. No. 114950, December 19, 1995; cited in
Ruperto Viloria vs. Court of Appeals, et al., G.R. No. 119974, June 30, 1999)."
Name Forest Hills Golf & Country Club v. Vertex Sales and Trading Inc 
G.R No. 202205 6 March 2013 

Facts Forest Hills Golf & Country club is a domestic non-profit stock corporation
that  operates a golf and country club. Such club was formed through the joint
agreement of  Kings Properties Corporation (Kings) and Fil-Estate Golf and
Development, Inc. (FEGDI).  It was agreed that the Kings and FEGDI owned the
shares of the stock holding 40% and  60% of the shares. 
FEGDI sold to the RS Asunction Construction Corporation (RSACC) 1 class share of
the  forest hills for 1.1 Million. Prior to the full payment of the price the RSACC
transferred its  interest over FEGDI’s Class “c” share to the respondent Vertex Sales
and Trading.  Despite the class “c” common share to Vertex the share remained in
the name of Fegdi. 
Vertex filed a complaint for rescission with damages against the Forest Hills, Fegdi
and  the Fil Estate land claiming that the defendant defaulted in their obligation as
sellers. 
Forest Hills denied involvement with Vertex and claimed that it was not a party to the
sale  of the share. 

Issue Whether or Not the Forest Hill a party of the sale? 

Decision No, since the Forest Hills is not a party o the sale even though the subject
of the sale was  its share of stock. The corporation whose share of stock are the
subject of the transfer of  the transaction it is not needed that the corporation be the
specific party to the transaction  as inferred from Section 64 of the Corporation
Code.
Name Heirs of Cipriano Trazona vs. Heirs of Dionisio Cañada, G.R. No. 175874,
December 11, 2013
Facts Petitioners are heirs of Cipriano Trazona who owned an untitled parcel of land.
The property located in Minglanilla, Cebu, is covered by Tax Declaration No. 07764.
In 1940 Cipriano had taken possession of the land, cultivated it and diligently paid
taxes thereon. In 1949, Dionisio bought the adjacent parcel of land from Pilar Diaz. It
was later found that he had encroached on a small portion of lot. He was then
summoned by Cipriano for a confrontation before the barangay captain in
1952. Dionisio offered to buy the encroached portion, but Cipriano refused the offer.
In 1956, the latter gave Dionisio permission to temporarily build a house on said
portion, where it still stands. No action for ejectment was filed against Dionisio during
the lifetime of Cipriano, who eventually died on 18 May 1982.
The latter’s son Hermogenes, one of the petitioners herein who had cultivated the lot
since 1972, took over. On 24 March 1992, Dionisio died. The present controversy
arose in 1997. Petitioners went to the Office of the Municipal Assessor to secure a
copy of Tax Declaration No. 07764, as they intended to sell Lot to an interested
buyer. To their surprise, they were informed that Tax Declaration No. 07764 had
been cancelled and, in lie u thereof, Tax Declaration No. 23959 was issued on 24
June 1996 in the name of Dionisio. Apparently, respondents had caused the
issuance of Tax Declaration No. 23959 by submitting a Deed of Absolute Sale dated
27 June 1956 supposedly executed by Cipriano in favor of Dionisio. Petitioners
summoned respondents before the Lupon Tagapamayapa, but the conciliation was
not successful. Petitioners filed a Complaint against respondents for quieting of title,
annulment of deed of sale, cancellation of Tax Declaration No. 23959, recovery of
possession and ownership, damages, and payment of attorney’s fees. Petitioners
alleged therein that the Deed of Absolute Sale dated 27 June 1956 was a forgery.
Respondents, in their Answer, alleged that the assailed deed was a genuine
document and asked for the payment of moral and exemplary damages, and
attorney’s fees, as counterclaims.
Issue Whether or not the Deed of Absolute Sale executed in favor of respondent is
valid.
Decision NO. It is true that notarized documents are accorded evidentiary weight as
regards their due execution. Nevertheless, while notarized documents enjoy the
presumption of regularity, this presumption is disputable. They can be contradicted
by evidence that is clear, convincing, and more than merely preponderant. Here,
contrary to the conclusion of the CA, we find clear and convincing evidence that is
enough to overturn the presumption of regularity of the assailed deed.
Name Rosaroso v. Soria G.R. No. 194846 June 19, 2013

Facts Two contracts of sale were executed regarding the same property belonging
to one Luis Rosaroso. The first was made in favor of several of his children from his
first marriage (petitioners), the second in favor of Meridian Realty Corporation
(Meridian). The second sale was executed by one Luis’ children, Lucila, and her
daughter on the strength of a Special Power of Attorney (SPA) allegedy issued by
Luis. Lucila, her daughter and the latter’s husband and Meridian were respondents in
this case.
The petitioners filed an action for the declaration of nullity of the documents as
regards the second sale, alleging that Luis was, among other, not of sound mind
when the SPA was issued, and that in any case, the second sale was void as the
property had already been sold to them.
As defense, the respondents said that the petitioners were estopped from
questioning the Second Sale in favor of Meridian because they failed not only in
effecting the necessary transfer of the title, but also in annotating their interests on
the titles of the questioned properties. Meridian claimed that it had better right over
the property being the first to register in good faith under Art. 1544 of the Civil Code.
The RTC ruled in favor of petitioners. The CA reversed. The SC reversed.

Issue Whether or not the first Deed of Sale in favor of petitioners valid.

Decision Yes. The fact of the execution of the first Deed of Sale was never
contested by the respondent. Though they claim it to be simulated for lack of valid
consideration. Under the Rules of Court, it is presumed that there was sufficient
consideration for a contract. The respondents failed to dispense with their burden of
proof to show otherwise. Even assuming that there was no actual delivery of the
consideration, the seller would have no right to sell again what he no longer owned.
His remedy would be to rescind the sale for failure on the part of the buyer to
perform his part of their obligation pursuant to Art. 1191. The non-payment of the
price does not revest the ownership of the thing sold to the seller, unless the contract
was duly rescinded.
Name Fort Bonifacio vs CIR, GR 173425 Jan 22 2013

Facts In 1995, Fort Bonifacio Development Corporation purchased from the national
government a portion of the Fort Bonifacio reservation. On January 1, 1996, the
enactment of RA 7716 extended the coverage of VAT to real properties held
primarily for sale to customers or held for lease in the ordinary course of trade or
business. Thus, FBDC sought to register by submitting to BIR an inventory of all its
real properties, the book value of which aggregated to about P71 B. In October
1996, FBDC started selling Global City lots to interested buyers. For the first quarter
of 1997, it paid the output VAT by making cash payments to the BIR and credited its
unutilized input tax credit on purchases of goods and services. Realizing that its 8%
transitional input tax credit was not applied in computing its output VAT for the first
quarter of 1997, FBDC filed with the BIR a claim for refund of the amount
erroneously paid as output VAT for the said period. The CTA denied refund on the
ground that “the benefit of transitional input tax credit comes with the condition that
business taxes should have been paid first.” It contends that since FBDC acquired
the Global City property under a VAT-free sale transaction, it cannot avail of the
transitional input tax credit. The CTA likewise pointed out that under RR 7-95,
implementing Section 105 of the old NIRC, the 8% transitional input tax credit should
be based on the value of the improvements on land such as buildings, roads,
drainage system and other similar structures, constructed on or after January 1,
1998, and not on the book value of the real property.

Issue W/N the transitional input tax credit applies only to the value of
improvements.

Decision No. Section 4.105-1 of RR 7-95, insofar as it limits the transitional input
tax credit to the value of the improvement of the real properties, is a nullity. The 8%
transitional input tax credit should not be limited to the value of the improvements
on the real properties but should include the value of the real properties as well.

Hence, since FBDC is entitled to the 8% transitional input tax credit which is more
than sufficient to cover its output tax for the first taxable quarter, the amount of VAT
output taxes erroneously paid must be refunded.
Name Spouses Sabitsana, Jr. v. Muertegui, G.R. No. 181359, August 5, 2013

Facts On September 2, 1981, Alberto Garcia (Garcia) executed an unnotarized

Deed of Sale in favor of respondent Juanito Muertegui over a 7,500-square meter
parcel of unregistered land located in Dalutan Island, Talahid, Almeira, Biliran, Leyte
del Norte covered by Tax Declaration No. 1996 issued in 1985 in Garcia's name.
Juanito's father Domingo Muertegui, Sr. and brother Domingo Jr. took actual
possession of the lot and planted thereon coconut and ipil-ipil trees. They also paid
the real property taxes on the lot for the years 1980 up to 1998.
On October 17, 1991, Garcia sold the lot to the Muertegui family lawyer,
petitioner Atty. Clemencio C. Sabitsana, Jr., through a notarized deed of absolute
sale. The sale was registered with the Register of Deeds on February 6, 1992.9 TD
No. 1996 was cancelled and a new one, TD No. 5327,10 was issued in Atty.
Sabitsana's name. Although Domingo Jr. and Sr. paid the real estate taxes, Atty.
Sabitsana also paid real property taxes in 1992, 1993, and 1999. In 1996, he
introduced concrete improvements on the property, which shortly thereafter were
destroyed by a typhoon.

Issue Whether or not the RTC has jurisdiction over the case in view of the fact that
the assessed value of the subject property land was only ₱1,230.00.

Decision Yes, the Regional Trial Court has jurisdiction over the suit for quieting of
title. On the question of jurisdiction, it is clear under the Rules that an action for
quieting of title may be instituted in the RTCs, regardless of the assessed value of
the real property in dispute. Under Rule 63 of the Rules of Court,29 an action to quiet
title to real property or remove clouds therefrom may be brought in the appropriate
RTC.  The general rule that jurisdiction over real actions is determined by the
assessed value of subject property. It must be remembered that the suit for quieting
of title was prompted by petitioners' August 24, 1998 letter-opposition to
respondent's application for registration. Thus, in order to prevent a cloud from being
cast upon his application for a title, respondent filed Civil Case No. B-1097 to obtain
a declaration of his rights. In this sense, the action is one for declaratory relief, which
properly falls within the jurisdiction of the RTC pursuant to Rule 63 of the Rules.
The sale to respondent Juanito was executed on September 2, 1981 via an
unnotarized deed of sale, while the sale to petitioners was made via a notarized
document only on October 17, 1991, or ten years thereafter. Thus, Juanito who was
the first buyer has a better right to the lot, while the subsequent sale to petitioners is
null and void, because when it was made, the seller Garcia was no longer the owner
of the lot. The fact that the sale to Juanito was not notarized does not alter anything,
since the sale between him and Garcia remains valid nonetheless. Notarization, or
the requirement of a public document under the Civil Code,33 is only for
convenience, and not for validity or enforceability.34 And because it remained valid
as between Juanito and Garcia, the latter no longer had the right to sell the lot to
petitioners, for his ownership thereof had ceased.
∫Name Rosaroso v. Soria, G.R. No. 194846, June 19, 2013

Facts Spouses Luis Rosaroso and Honorata Duazo acquired several real properties
through years. When Honorata died, Luis married Lourdes Pastor Rosaroso.
Sometime later, a complaint was filed by some of Luis’ children against their sibling
Lucila, Lourdes and Meridian Realty Corporation among others. It was alleged by the
petitioners that Luis, with the full knowledge and consent of his second wife,
Lourdes, executed a Deed of Absolute Sale of some of the properties in their favor.
Petitioners also alleged that a second sale took place when the respondents,
through unscrupulous means, made Luis sign a Deed of Absolute Sale conveying to
Meridian three parcels of residential lands. They further averred that Meridian was in
bad faith when it did not make any inquiry as to who were the occupants and owners
of said lots; and that had Meridian only investigated, it would have been informed as
to the true status of the subject properties and would have desisted in pursuing their
acquisition.
Issue Whether or no Meridian is a buyer in bad faith?
Decision Yes. The fact that Meridian had them first registered will not help its cause.
In case of double sale of an immovable property, the law provides that the ownership
shall belong to the person acquiring it who in good faith first recorded it in the
Registry of Property. The requirement of the law then is two-fold: acquisition in good
faith and registration in good faith. Good faith must concur with the registration. If it
would be shown that a buyer was in bad faith, the alleged registration they have
made amounted to no registration at all. When a piece of land is in the actual
possession of persons other than the seller, the buyer must be wary and should
investigate the rights of those in possession. Without making such inquiry, one
cannot claim that he is a buyer in good faith. The buyer who has failed to know or
discover that the land sold to him is in adverse possession of another is a buyer in
bad faith. It is clear that Meridian, through its agent, knew that the subject properties
were in possession of persons other than the seller. Instead of investigating the
rights and interests of the persons occupying the said lots, however, it chose to just
believe that Luis still owned them. Simply, Meridian failed to exercise due diligence
required by law of purchasers in acquiring a piece of land in the possession of
person or persons other than the seller.
Name Rosaroso vs. Soria G.R. No. 194846 June 19, 2014
Facts Spouses Luis Rosaroso and Honorata Duazo acquired several real properties
through the years. When Honorata died, Luis married Lourdes Pastor Rosaroso.
Sometime later, a complaint was filed by some of Luis’ children against their sibling
Lucila, Lourdes and Meridian Realty Corporation among others. It was alleged by the
petitioners that Luis, with the full knowledge and consent of his second wife,
Lourdes, executed a Deed of Absolute Sale of some of the properties in their favor.
Petitioners also alleged that a second sale took place when the respondents through
unscrupulous means, made Luis sign a Deed of Absolute Sale conveying to Meridian
three parcels of residential land. They further averred that Meridian was in bad faith
when it did not make any inquiry as to who were the occupants and owners of said
lots and that had Meridian only investigated, it would have been informed as to the
true status of the subject properties and would have desisted in pursuing their
acquisition. The RTC ruled in favor of the petitioners. It held that when Luis executed
the second deed of sale in favor of Meridian, he was no longer the owner of said lots
as he had already sold them to his children by his first marriage. On appeal, the CA
reversed and set aside the RTC decision. Petitioners filed a motion for
reconsideration, but it was denied in the CA. Consequently, they filed the present
petition.

Issue Whether or not there is a double sale.

Decision Yes. Meridian is not buyer in good faith. The Court is not persuaded when
respondents Meridian and Lucila argue that, granting that the first sale was valid, the
properties belong to them as they acquired these in good faith and had them first
recorded in the Registry of Property, as they were unaware of the first sale. The fact
that Meridian had them first registered will not help its cause. Article 1544 of the Civil
Code provides that in case of double sale of an immovable property, the law
provides that the ownership shall belong to the person acquiring it who in good faith
first recorded it in the Registry of Property. Should there be no inscription, the
ownership shall pertain to the person who is good faith was first in possession; and
in the absence thereof, to the person who presents the oldest title, provided there is
good faith.
 
The principle of primus tempore, potior jure  (first in time, stronger in right)gains
greater significance in case of a double sale of immovable property. When the thing
sold twice is an immovable, the one who acquires it and first records it in the
Registry of Property, both made in good faith, shall be deemed the owner. Verily, the
act of registration must be coupled with good faith, that is, the registrant must have
no knowledge of the defect or lack of title of his vendor or must not have been aware
of facts which should have put him upon such inquiry and investigation as might be
necessary to acquaint him with the defects in the title of his vendor
Name COMMISSIONER OF INTERNAL REVENUE v. THE STANLEY WORKS
SALES (PHILS.), INCORPORATED, G.R. No. 187589, DECEMBER 3, 2014

Facts Respondent is a domestic corporation duly organized and existing under

Philippine laws and duly registered with the Securities and Exchange Commission.
On March 19, 1993, the BIR issued to Stanley Works a Pre-Assessment Notice No.
002523 for 1989 deficiency income tax. It was received by the corporation on April
21, 1993. On May 19, 1993, Stanley Works through its external auditors
Punongbayan & Araullo, filed a protest letter and requested reconsideration and
cancellation of the assessment.  On November 16, 1993, a certain Mr. John Ang, on
behalf of the corporation, executed a "Waiver of the Defense of Prescription Under
the Statute of Limitations of the National Internal Revenue Code" (Waiver). The
Waiver was not signed by Stanley Works or any of its authorized representatives and
did not state the date of acceptance as prescribed under Revenue Memorandum
Order No. 20-90. Under the terms of the Waiver, Stanley Works waived its right to
raise the defense of prescription under Section 223 of the NIRC of 1977 insofar as
the assessment and collection of any deficiency taxes for the year ended December
31, 1989, but not after June 30, 1994. On March 4, 2002, Stanley Works submitted a
Supplemental Memorandum alleging that CIR’s right to collect the alleged deficiency
income tax has prescribed. The CTA Division ruled that the request for
reconsideration did not suspend the running of the prescriptive period to collect
deficiency income tax. This decision was affirmed by the CTA en banc. CIR rendered
a Decision denying respondent’s request for reconsideration and ordering
respondent to pay the deficiency income tax plus interest that may have accrued.
Stanley Works assailed the decision before the Court of Tax Appeals Division which
ordered the cancellation of the assessment ruling that although the assessment was
made within the prescribed period, the period within which petitioner may collect
deficiency income taxes had already lapsed. 
Issue Whether or not petitioner’s right to collect the deficiency income tax of
respondent for taxable year 1989 has prescribed. 
Decision YES. The statute of limitations on the right to assess and collect a tax
means that once the period established by law for the assessment and collection of
taxes has lapsed, the government’s corresponding right to enforce that action is
barred by provision of law. The period to assess and collect deficiency taxes may be
extended only upon a written agreement between the CIR and the taxpayer prior to
the expiration of the three-year prescribed period in accordance with Section 222 (b)
of the NIRC.In Philippine Journalist, Inc. v. Commissioner of Internal Revenue, the
Court categorically stated that a Waiver must strictly conform to RMO No. 20-90. The
mandatory nature of the requirements set forth in RMO No. 20-90, as ruled upon by
this Court, was recognized by the BIR itself in the latter’s subsequent issuances,
namely, Revenue Memorandum Circular (RMC) Nos. 6-200513 and 29- 2012.14
Thus, the BIR cannot claim the benefits of extending the period to collect the
deficiency tax as a consequence of the Waiver when, in truth it was the BIR’s
inaction which is the proximate cause of the defects of the Waiver. The BIR has the
burden of ensuring compliance with the requirements of RMO No. 20-90, as they
have the burden of securing the right of the government to assess and collect tax
deficiencies. This right would prescribe absent any showing of a valid extension of
the period set by the law.
Name CABRERA vs. YSAAC, G.R. No. 166790, November 19, 2014

Facts Henry Ysaac is one of the co-owners of a parcel of land covered by OCT No.
506. He leased out a portion of the property to several lessees including Juan
Cabrera who leased a 95-square meter portion of the land. In need of money, Henry
offered to sell the 95 sq. meter lot but Juan demurred because the lot was too small
for his needs since there was no parking space for his vehicle. To deal with Juan’s
need, Henry expanded his offer to include two adjoining lands which was then
leased by two families but warned that the sale could only proceed if the two families
would agree. The deal was almost closed with the agreed price of P 250/sq.m but
Juan stated that he could only pay the full price after his retirement. Henry agreed
but demanded for an initial payment of P1, 500.00 which Juan paid. 

Issue Whether or not there was a valid contract of sale between petitioner and
respondent. 

Held The Court find that there was no contract of sale. It was null ab initio. As
defined by the Civil Code, a contract is a meeting of minds between two persons
whereby one binds himself, with respect to the other, to give something or to render
some service. For there to be a valid contract, there must be consent of the
contracting parties, an object certain which is the subject matter of the contract, and
cause of the obligation which is established. Sale is a special contract. The seller
obligates himself to deliver a determinate thing and to transfer its ownership to the
buyer. In turn, the buyer pays for a price certain in money or its equivalent. A
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. The seller and buyer
must agree as to the certain thing that will be subject of the sale as well as the price
in which the thing will be sold. The thing to be sold is the object of the contract, while
the price is the cause or consideration. The object of the sales contract between
petitioner and respondent was a definite portion of a co-owned parcel of land. At the
time of the alleged sale between petitioner and respondent, the entire property was
still held in common. JC-32 The rules allow respondent to sell his undivided interest
in the co-ownership. However, this was not the object of the sale between him and
petitioner. The object of the sale was a definite portion. Even if it was respondent
who was benefiting from the fruits of the lease contract to petitioner, respondent has
no right to sell or alienate a concrete, specific or determinate part of the thing owned
in common, because his right over the thing is represented by quota or ideal portion
without any physical adjudication.
Name Iglesia Filipina Independiente v. Heirs Bernadino Taeza, Respondents,
G.R. No. 179597, (2014)

Facts Iglesia Filipina Independiente (IFI) was the owner of a parcel of land
subdivided into four. From 1973-1976, Supreme Bishop Rev. Macario Ga, sold one
lot to Bienvenido de Guzman and two lots to Bernardino Taeza.
Taeza registered the subject parcels of land and transfer certificates were issued in
his name. He then occupied a portion of the land.
In January 1990, IFI filed for annulment of sale annulment of the subject parcels of
land against Rev. Ga and the defendant Bernardino Taeza on the ground that Rev.
Ga was not authorized to sell. The RTC rendered judgment in favor of IFI. The CA
reversed such decision. It ruled that IFI being a corporation sole, validly transferred
ownership over the land in question through its Supreme Bishop, who was at the
time the administrator of all properties and the official representative of the church. It
further held that the authority of the then Supreme Bishop Rev. Ga to enter into a
contract and represent the plaintiff-appellee cannot be assailed, as there are no
provisions in its constitution and canons giving the said authority to any other person
or entity.
Issue Whether or not the deed of sale with mortgage was unenforceable?
Decision Yes, the deed of sale with mortgage was unenforceable. Petitioner
maintains that there was no consent to the contract of sale as Supreme Bishop Rev.
Ga had no authority to give such consent. It emphasized that Article IV (a) of their
Canons provides that "All real properties of the Church located or situated in such
parish can be disposed of only with the approval and conformity of the laymen's
committee, the parish priest, the Diocesan Bishop, with sanction of the Supreme
Council, and finally with the approval of the Supreme Bishop, as administrator of all
the temporalities of the Church." It is alleged that the sale was done without the
required approval mentioned in the Canons; 
The Trial court also found that the laymen's committee indeed made its objection to
the sale known to the Supreme Bishop but the latter still executed the contract of
sale despite such opposition. He clearly acted beyond his powers: This case clearly
falls under the category of unenforceable contracts mentioned in Article 1403,
paragraph (1) of the Civil Code, which provides, thus:
Art. 1403. The following contracts are unenforceable, unless they are ratified:
(1) Those entered into in the name of another person by one who has been given no
authority or legal representation, or who has acted beyond his powers.
Name Extraordinary Development Corp. v. Herminia F. Samsonbico and Ely
Flestado
GR. 191091, October 12, 2014

Facts Apolonio Ballesteros and Maria Membrebe were husband and wife. They
begot two children, namely, Juan M. Ballesteros, who married Leonarda Tambongco
and Irenea Ballesteros, who married Santiago Samson. During his lifetime, Apolonio
owned a parcel of land consisting of 29,748 square meters situated at Barangay
Pantok, Binangonan, Rizal. When the Bellesteros died, the property was inherited by
Juan and Irenea. When the latter died, the heirs of Juan and Irenea became co-
owners of the property. On 16 April 2002, the heirs of Juan, without the consent of
respondents, the heirs of Irenea executed in favor of petitioner EDC a Deed of
Absolute Sale covering the subject property for P2,974,800.00. Prior to the sale,
respondents claimed that they learned that the property had been the subject of a
contract to sell between the heirs of Juan and EDC. Respondents wrote to EDC
informing it of the existence of co-ownership over the subject property. EDC was
able to cause the registration of the Deed of Absolute Sale with the Office of the
Provincial Assessor Rizal and transfer the tax declaration over the subject property
in its name. This prompted respondents to file the Complaint for Annulment of
Contract and Reconveyance of Possession with Damages. EDC alleged that it is a
buyer in good faith and for value of the subject property because it was of the honest
belief that the heirs of Juan are the only heirs of the late Apolonio. On the other
hand, the heirs of Juan asserted that respondents were aware of and were parties to
the contract to sell entered into by them and EDC. The heirs of Juan claimed that
respondents received their share in the down payment made by EDC but they were
both unpaid of the balance on the cost of the land. The RTC ruled in favor of
respondents. EDC appealed to the Court of Appeals. The Court of Appeals partially
granted the appeal. The Court of Appeals ruled that respondents were able to
establish their co-ownership over one-half of the subject property. 
Issue Whether or not the Court of Appeals committed grave error in ruling that the
respondents are entitled to 1⁄2 of the Property.
Decision No. The Court of Appeals did not commit grave error in ruling that the
respondents are entitled to 1⁄2 of the Property. In a contract of sale, it is essential
that the seller is the owner of the property he is selling. Under Art. 1458 of the Civil
Code, the principal obligation of a seller is to transfer the ownership of the property
sold. Also, Article 1459 of the Civil Code provides that the thing must be licit and the
vendor must have a right to transfer the ownership thereof at the time it is delivered.
The execution by appellants Ballesteros of the Deed of Absolute Sale over the
subject property which they do not exclusively own but is admittedly co-owned by
them together with the respondents, was valid only to the extent of the former’s
undivided one-half share thereof, as they had no title or interest to transfer the other
one-half portion which pertains to the respondents without the latter’s consent.
Accordingly, one can sell only what one owns or is authorized to sell, and the buyer
can acquire no more than what the seller can transfer legally. Thus, since appellant
EDC’s rights over the subject property originated from sellers-appellants Ballesteros,
said corporation merely stepped into the shoes of its sellers and cannot have a
better right than what its sellers have. Indeed, a spring cannot rise higher than its
source.
Name SPOUSES MICHELLE M. NOYNAY and NOEL S. NOYNAY v. CITIHOMES
BUILDER AND DEVELOPMENT, INC. G.R. No. 204160, September 22, 2014

Facts Citihomes Builder and Development, Inc. and Spouses Michelle and Noel
Noynay executed a contract to sell for the sale of a house and lot in payable in 120
equal monthly installments. Corollarily, Citihomes assigned its rights, titles, and
interest over the same property in favor of UCPB evidenced by a Deed of
Assignment of Claims and Accounts. Consequently, the spouses failed to pay their
subsequent monthly installments prompting Citihomes to send a notarized Notice of
Delinquency and Cancellation of the Contract To Sell which the former received.
Eventually, Citihomes sent its final demand letter asking Spouses Noynay to vacate
the premises due to their continued failure to pay the arrears but to no avail. 

Issue Whether or not the unlawful detainer case will prosper in favor of Citihomes
against the spouses Noynay.

Decision No. Citihomes failed to comply with the procedures for the proper
cancellation of the contract to sell as prescribed by Maceda Law. In Pagtalunan v.
Manzano, the Court stressed the importance of complying with the provisions of the
Maceda Law as to the cancellation of contracts to sell involving realty installment
schemes. There it was held that the cancellation of the contract by the seller must be
in accordance with Section 3 (b) of the Maceda Law, which requires the notarial act
of rescission and the refund to the buyer of the full payment of the cash surrender
value of the payments made on the property. The actual cancellation of the contract
takes place after thirty (30) days from receipt by the buyer of the notice of
cancellation or the demand for rescission of the contract by a notarial act and upon
full payment of the cash surrender value to the buyer, to wit: (b) If the contract is
cancelled, the seller shall refund to the buyer the cash surrender value of the
payments on the property equivalent to fifty percent of the total payments made and,
after five years of installments, an additional five percent every year but not to
exceed ninety percent of the total payments made: Provided, That the actual
cancellation of the contract shall take place after thirty days from receipt by the buyer
of the notice of cancellation or the demand for rescission of the contract by a notarial
act and upon full payment of the cash surrender value to the buyer.
Here, Spouses Noynay proposed for stipulation the factual allegation that they had
been paying Citihomes the monthly amortization of the property for more than three
(3) years and only stopped payment by January 8, 2008. The MTCC noted the said
fact as admitted. xxx By its admission that Spouses Noynay had been paying the
amortizations for three (3) years, there is no reason to doubt Spouses Noynay's
compliance with the minimum requirement of two years payment of amortization,
entitling them to the payment of the cash surrender value provided for by law and by
the contract to sell. To reiterate, Section 3(b) of the Maceda Law requires that for an
actual cancellation to take place, the notice of cancellation by notarial act and the full
payment of the cash surrender value must be first received by the buyer. Clearly, no
payment of the cash surrender value was made to Spouses Noynay. Necessarily, no
cancellation of the contract to selI could be considered as validly effected. Without
the valid cancellation of the contract, there is no basis to treat the possession of the
property by Spouses Noynay as illegal

Name Hector Uy vs. Virginia Fule, G.R. NO. 164961 (2014)

Facts Conrado Garcia (CG) owned a vast tract of land. Upon his death, his heirs
entered an extrajudicial settlement of his estate including the land and thereafter
caused its registration under their names. Meanwhile, DAR officials issued a joint
certification that said land was an “untitled” property owned by CG. As such, it was
then included in the Operation Land Transfer program pursuant to PD No. 27. The
offices issued Emancipation Patents and Original Certificate of Titles to farmer-
beneficiaries like Mariano Ronda (MR). MR sold his portion to Chisan Uy then
Chisan Uy’s heirs, sold the said land to Hector Uy. In 1997, the TCT of CG was
cancelled and subsequently issued in the names of the heirs of Garcia under a new
TCT. In 1998, DAR Secretary issued the EPs to farmer-beneficiaries like MR.
However, CG’s TCT 
was already in the name of Hector Uy. Because of this, the heirs of CG filed a
complaint assailing the certificates of titles issued to purchasers Chisan and Hector
Uy. RTC favored respondents. CA affirmed. SC affirmed CA.

Issue WON Hector Uy, who got the land from the heirs of the farmer beneficiary
Mariano Ronda, was an innocent purchaser for value who had better rights than the
heirs of Conrado Garcia over the disputed land. (NO. He did not exercise reasonable
precaution by inquiring beyond the title. Third requisite was absent. Hence, he
cannot be awarded the disputed land.)

Decision Absent one or two of the foregoing conditions, then the law itself puts the
buyer on notice and obliges the latter to exercise a higher degree of diligence by
scrutinizing the certificate of title and examining all factual circumstances in order to
determine the seller’s title and capacity to transfer any interest in the property. Under
such circumstance, it was no longer sufficient for said buyer to merely show that he
had relied on the face of the title; he must now also show that he had exercised
reasonable precaution by inquiring beyond the title. Failure to exercise such degree
of precaution makes him a buyer in bad faith.

In this case, the deed of sale executed between the heirs of Ronda and the petitioner
were issued only on August 17, 1998 but the deed of sale was executed on July 31,
1998. Evidently, the petitioner entered into the deed of sale without having been able
to inspect the TCTs since they were still inexistent. His only basis were the OCTs
and such categorically stated that they were entered pursuant to an emancipation
patent pursuant to Operation Land Transfer. It provided that it shall not be
transferred except by hereditary succession or to the government. Hence, the third
element was negated. At the time of the sale, the buyer was already aware of any
restriction in the title 
of the seller or in his capacity to convey title to the property. The absence of the third
condition put the petitioner on notice and obliged him to exercise a higher degree of
diligence by scrutinizing the certificates of title and examining all factual
circumstances in order to determine the seller’s title and capacity to transfer any
interest in the lots.
Name SPOUSES ROQUE, Petitioner, vs. AGUADO, et.al, G.R. No. 193787,
April 7, 2015
 
Facts On July 21, 1977, petitioners-spouses Roque and the original owners of the
then unregistered Lot 18089 – namely, Rivero, et al. executed the 1977 Deed of
Conditional Sale over a 1,231-sq. m. portion of Lot 18089 for a consideration of
P30,775.00. The parties agreed that Sps. Roque shall make an initial payment of
P15,387.50 upon signing, while the remaining balance of the purchase price shall be
payable upon the registration of Lot 18089, as well as the segregation and the
concomitant issuance of a separate title over the subject portion in their names. After
the deed’s execution, Sps. Roque took possession and introduced improvements on
the subject portion which they utilized as a balut factory.On August 12, 1991, Sabug,
Jr, applied for a free patent over the entire Lot 18089 and was eventually issued
OCT No. M-59558 in his name on October 21, 1991. On June 24, 1993, Sabug, Jr.
and Rivero, in her personal capacity and in representation of Rivero, et al., executed
the 1993 Joint Affidavit, acknowledging that the subject portion belongs to Sps.
Roque and expressed their willingness to segregate the same from the entire area of
Lot 18089.On December 8, 1999, however, Sabug, Jr., through the 1999 Deed
of Absolute Sale, sold Lot 18089 to Aguado for P2,500,000.00, who, in turn, caused
the cancellation of OCT No. M-5955 and the issuance of TCT No. M-96692 dated
December 17, 199911 in her name.
                Thereafter, Aguado obtained an P8,000,000.00 loan from the Land Bank
secured by a mortgage over Lot 18089. When she failed to pay her loan obligation,
Land Bank commenced extra-judicial foreclosure proceedings and eventually
tendered the highest bid in the auction sale. Upon Aguado’s failure to redeem the
subject property, Land Bank consolidated its ownership, and TCT No. M-11589513
was issued in its name on July 21, 2003.On June 16, 2003, Sps. Roque filed a
complaint for reconveyance, annulment of sale, deed of real estate mortgage,
foreclosure, and certificate of sale, and damages before the RTC.
Issue Whether or not the 1977 Deed of Conditional Sale is a conditional contract of
sale or a contract to sell.
Held It is a CONTRACT TO SELL. The Court held that where the seller promises to
execute a deed of absolute sale upon the completion by the buyer of the payment of
the purchase price, the contract is only a contract to sell even if their agreement is
denominated as a Deed of Conditional Sale, as in this case. This treatment stems
from the legal characterization of a contract to sell, that is, a bilateral contract
whereby the prospective seller, while expressly reserving the ownership of the
subject property despite delivery thereof to the prospective buyer, binds himself to
sell the subject property exclusively to the prospective buyer upon fulfillment of the
condition agreed upon, such as, the full payment of the purchase price. Elsewise
stated, in a contract to sell, ownership is retained by the vendor and is not to pass to
the vendee until full payment of the purchase price.
                In contracts to sell the obligation of the seller to sell becomes demandable
only upon the happening of the suspensive condition, that is, the full payment of the
purchase price by the buyer. It is only upon the existence of the contract of sale that
the seller becomes obligated to transfer the ownership of the thing sold to the buyer.
Name NORTHERN MINDANAO POWER CORPORATION v COMMISSIONER OF
INTERNAL REVENUE, G.R. No. 185115, February 18, 2015

Facts Petitioner is engaged in the production sale of electricity as an independent

power producer and sells electricity to National Power Corporation (NPC). It
allegedly incurred input value-added tax (VAT) on its domestic purchases of goods
and services that were used in its production and sale of electricity to NPC.
Petitioner filed an administrative claim for a refund on 20 June 2000 for the 3rd and
the 4th quarters of taxable year 1999, and on 25 July 2001 for taxable year 2000.
Thereafter, alleging inaction of respondent on these administrative claims, petitioner
filed a Petition with the CTA on 28 September 2001. The CTA First Division denied
the Petition and the subsequent Motion for Reconsideration for lack of merit. The
Court in Division found that the term “zero-rated” was not imprinted on the receipts or
invoices presented by petitioner in violation of Section 4.108-1 of Revenue
Regulations No. 7-95. Petitioner failed to substantiate its claim for a refund and to
strictly comply with the invoicing requirements of the law and tax regulations. On
appeal to the CTA En Banc, the Petition was likewise denied. The court ruled that for
every sale of services, VAT shall be computed on the basis of gross receipts
indicated on the official receipt. Official receipts are proofs of sale of services and
cannot be interchanged with sales invoices as the latter are used for the sale of
goods. Further, the requirement of issuing duly registered VAT official receipts with
the term “zero-rated” imprinted is mandatory under the law and cannot be
substituted, especially for input VAT refund purposes. Then Presiding Justice Acosta
maintained his dissent.

Issue Whether or not the CTA acquired jurisdiction over the claim for a refund of
input VAT covering the 3rd and the 4th quarters of taxable year 1999 and on 25 July
2001 covering all the quarters of taxable year 2000.

Decision No. The CTA did not acquire jurisdiction over the claim for a refund of input
VAT covering the 3rd and the 4th quarters of taxable year 1999 and taxable year
2000. Pursuant to Section 112(D) of the NIRC of 1997, CIR had 120 days from the
date of submission of complete documents in support of the application within which
to decide on the administrative claim. The burden of proving entitlement to a tax
refund is on the taxpayer. Absent any evidence to the contrary, it is presumed that in
order to discharge its burden, petitioner attached to its applications complete
supporting documents necessary to prove its entitlement to a refund. Thus, the 120-
day period for the CIR to act on the administrative claim commenced on 20 June
2000 and 25 July 2001. Both judicial claims must be disallowed. (1) Claim for a
refund of input VAT covering the 3rd and the 4th quarters of taxable year 1999.
Petitioner belatedly filed its judicial claim with the CTA on 28 September 2001.
Petitioner’s claim for the 3rd and the 4th quarters of taxable year 1999 was filed 319
days after the expiration of the 30-day period. It already lost its right to claim a refund
or credit. (2) Claim for the refund of input VAT covering all quarters of taxable year
2000. Considering this fact, petitioner did not have an excuse for not observing the
120+30 day period. The judicial claim was thus prematurely filed for failure of
petitioner to observe the 120-day waiting period.
Name FIRST OPTIMA REALTY CORPORATION vs. SECURITRON SECURITY
SERVICES, INC, G.R. No. 199648 January 28, 2015

Facts The petitioner looking to expand business and add to its existing offices,
respondent – through its General Manager, Antonio Eleazar (Eleazar) sent a letter to
the petitioner offering to purchase the subject property at P6,000.00 per square
meter. A series of telephone calls ensued, but only between Eleazar and Young’s
secretary; Eleazar likewise personally negotiated with a certain Maria Remoso
(Remoso), who was an employee of petitioner. At this point, Eleazar was unable to
personally negotiate with Young or the petitioner’s board of directors. Sometime
thereafter, Eleazar personally went to petitioner’s office offering to pay for the subject
property in cash, which he already brought with him. However, Young declined to
accept payment, saying that she still needed to secure her sister’s advice on the
matter. 10She likewise informed Eleazar that prior approval of petitioner’s Board of
Directors was required for the transaction, to which remark Eleazar replied that
respondent shall instead await such approval.11 On February 4, 2005, respondent
sent a Letter of even date to petitioner. It was accompanied by Philippine National
Bank Check No. 24677, issued for P100,000.00 and made payable to petitioner. The
check was eventually deposited with and credited to petitioner’s bank account
Thereafter, respondent through counsel demanded in writing that petitioner proceed
with the sale of the property

Issue Whether there is a contract of sale when the respondent accepted the
supposed earnest money.

Decision No. In the present case, the parties never got past the negotiation stage.
Nothing shows that the parties had agreed on any final arrangement containing the
essential elements of a contract of sale, namely, (1) consent or the meeting of the
minds of the parties; (2) object or subject matter of the contract; and (3) price or
consideration of the sale.34 Respondent’s subsequent sending of the February 4,
2005 letter and check to petitioner – without awaiting the approval of petitioner’s
board of directors and Young’s decision, or without making a new offer – constitutes
a mere reiteration of its original offer which was already rejected previously; thus,
petitioner was under no obligation to reply to the February 4, 2005 letter. It would be
absurd to require a party to reject the very same offer each and every time it is
made; otherwise, a perfected contract of sale could simply arise from the failure to
reject the same offer made for the hundredth time. Thus, said letter cannot be
considered as evidence of a perfected sale, which does not exist in the first place; no
binding obligation on the part of the petitioner to sell its property arose as a
consequence. The letter made no new offer replacing the first which was rejected.
Name Valentina Clemente VS Court of Appeals, GR No. 175483, (2015)
Facts Adela owned three (3) adjoining parcels of land in, Quezon City, Among the
improvements on the Properties was Adela's house. During her lifetime, Adela
allowed her children, and her grandchildren the use and possession of the Properties
and its improvements. Sometime in 1985 and 1987, Adela simulated the transfer of
Lots 32 and Lot 34 to her two grandsons Carlos Jr. and Dennis V. Shotwell. Adela
also executed a deed of absolute sale and special power of attorney in favor of
petitioner it was notarized. Adela died in the United States, soon after petitioner
sought to eject Annie’s children who were staying in the property. This is only when
they learned about the transfer of titles to petitioner. In their amended complaint,
private respondents sought nullification of the Deeds of Absolute Sale. They alleged
that Adela only wanted to help petitioner travel to the United States, by making it
appear that petitioner has ownership of the Properties. They further alleged that
similar to the previous simulated transfers to Carlos Jr. and Dennis, petitioner also
undertook and warranted to execute a deed of reconveyance in favor of the
deceased over the Properties, if and when Adela should demand the same. They
finally alleged that no consideration was given by petitioner to Adela in exchange for
the simulated conveyances.
Issue Whether or not there was a valid contract of sale.
Decision No, there was no valid contract of sale. Article 1318 provides that there is
no contract unless the following requisites concur:
(1) Consent of the contracting parties;
(2) Object certain which is the subject matter of the contract; and 
(3) Cause of the obligation which is established. 
All these elements must be present to constitute a valid contract; the absence of one
renders the contract void. Consent is manifested by the meeting of the offer and the
acceptance of the thing and the cause, which are to constitute the contract. A
contract of sale is perfected at the moment there is a meeting of the minds upon the
thing that is the object of the contract, and upon the price. Here, there was no valid
contract of sale between petitioner and Adela because their consent was absent.
The contract of sale was a mere simulation. Simulation takes place when the parties
do not really want the contract they have executed to produce the legal effects
expressed by its wordings. In determining the true nature of a contract, the primary
test is the intention of the parties. If the words of a contract appear to contravene the
evident intention of the parties, the latter shall prevail. Such intention is determined
not only from the express terms of their agreement, but also from the
contemporaneous and subsequent acts of the parties. This is especially true in a
claim of absolute simulation where a colorable contract is executed.
Name Valentina Clemente VS Court of Appeals GR No. 175483 14 October 2015

Facts Adela owned three (3) adjoining parcels of land subdivided as Lots 32, 34 and
35-B. Sometime in 1985 and 1987, Adela simulated the transfer of Lots 32 and Lot
34 to her two grandsons (Carlos Jr and Dennis Shotwell). Prior to Adela and
petitioner’s departure for the United States, Adela requested Carlos Jr. and Dennis
to execute a deed of reconveyance over Lots 32 and 34 which were in fact executed
and registered with the Register of Deeds. Adela executed a deed of absolute sale
over Lots 32 and 34, and their improvements, in favor of petitioner. On the same
day, Adela also executed a special power of attorney (SPA) in favor of petitioner.
Petitioner’s authority under the SPA included the power to administer, take charge
an d manage, for Adela’s benefit, the Properties and all her other real and personal
properties in the Philippines. When petitioner returned to the Philippines, she
registered the sale over Lots 32 and 34. Soon thereafter, petitioner sought to eject
Annie and Carlos Sr who thereafter filed a complaint for reconveyance of the
property. They alleged that Adela only wanted to help petitioner travel to the United
States, by making it appear that petitioner has ownership of the Properties. They
further alleged that similar to the previous simulated transfers to Carlos Jr. and
Dennis, petitioner also undertook and warranted to execute a deed of reconveyance
in favor of the deceased over the Properties, if and when Adela should demand the
same.

Issue WON the Deeds of Absolute Sale between petitioner and Adela Shotwell was
null and void.

Decision YES. The Deeds of Absolute Sale between petitioner and the late Adela
Shotwell are null and void for lack of consent and consideration. While the Deeds of
Absolute Sale appear to be valid on their face, the courts are not completely
precluded to consider evidence aliunde in determining the real intent of the parties.

The Civil Code defines a contract as a meeting of minds between two persons
whereby one binds himself, with respect to the other, to give something or to render
some service. Here, there was no valid contract of sale between petitioner and Adela
because their consent was absent. The contract of sale was a mere simulation.
Simulation takes place when the parties do not really want the contract they have
executed to produce the legal effects expressed by its wordings. In determining the
true nature of a contract, the primary test is the intention of the parties. If the words
of a contract appear to contravene the evident intention of the parties, the latter shall
prevail. Such intention is determined not only from the express terms of their
agreement, but also from the contemporaneous and subsequent acts of the parties.
This is especially true in a claim of absolute simulation where a colorable contract is
executed. In ruling that the Deeds of Absolute Sale were absolutely simulated, the
lower courts considered the totality of the prior, contemporaneous and
subsequent acts of the parties such as 1) the execution of the SPA the same day the
Deeds of Absolute Sale appointing petitioner as administratrix of Adela’s properties,
and) the history of simulations in favor of Carlos Jr and Dennis.
Name NFF INDUSTRIAL CORPORATION v. G & L ASSOCIATED BROKERAGE
AND/OR GERARDO TRINIDAD, G.R. No. 178169, January 12, 2015

Facts G & L Associated Brokerage, Inc. ordered bulk bags from NFF Industrial
Corporation. In the Purchase Order, an instruction was made that the bulk bags were
for immediate delivery to “G & L Associated Brokerage, Inc., c/o Hi-Cement
Corporation, Norzagaray, Bulacan.” Accordingly, NFFIC made deliveries of the bulk
bags to Hi-Cement. Subsequently, however, GLABI alleged that there was no
delivery at all in contemplation of law because the alleged deliveries were not
received by the its authorized representative in conformity with the Purchase Order.
For this reason, GLABI did not pay. This prompted NFFIC to file a complaint for sum
of money. It alleged that it has delivered the bulk bags to Hi-Cement, which
effectively placed the latter in control and possession thereof, as in fact, GLABI had
made use of the said bulk bags in the ordinary course of its business activities. 

Issue Whether there was valid delivery on the part of NFFIC. 

Decision YES. In the Law on Sales, delivery may be either actual or constructive,
but both forms of delivery contemplate the absolute giving up of the control and
custody of the property on the part of the vendor, and the assumption of the same by
the vendee. Article 1497 of the Civil Code considers the thing as delivered when it is
placed in the control and possession of the vendee. This is what is known as real or
actual delivery. In this case, the records disclose that the personnel of GLABI used
the bulk bags by loading cement inside the bulk bags and it was lifted by a forklift
and lifted the same towards the truck belonging to the same company. Indeed, the
use by GLABI of the bulk bags is an act of dominion, which is inconsistent with the
ownership of NFFIC. It is clear therefore that NFFIC has actually delivered the bulk
bags, albeit the same was not delivered to the person named in the Purchase Order
Name Tagaytay Realty Co. Inc. vs. Gacutan, G.R. NO. 160033 (2015)

Facts Respondent Gacutan entered into a contract to sell with Tagaytay Realty for
the purchase or installment of a residential lot in Foggy Heights Subdivision.
Petitioner Tagaytay Realty executed an express undertaking to complete the roads
and amenities such as the pool, courts, and playground within 2 years and on the
understanding that failure on their part to complete within stipulated time, Gacutan
shall suspend payment monthly without incurring penalty interest. It was also
provided that if there was force majeure, etc., it shall suspend the running of the 2-
year period and shall resume upon cessation of the cause of stoppage or
suspension of said development.

In 1979, Gacutan notified Tagaytay Realty that he was suspending payment

because the amenities had not been constructed. Despite such, Tagaytay did not
reply and instead sent a statement of account demanding balance of the price,
interests and penalty. Gacutan refused to pay the penalty and filed a complaint for
specific performance. HLURB Arbiter favored respondent. HLURB Board affirmed
arbiter. OP 
upheld HLURB Board. MR denied. CA Affirmed OP. MR denied. Hence, petition to
SC.

Issue WON respondent’s claim was barred by laches. (NO. The claim of respondent
was not barred by laches.)

Decision Laches is the failure of or neglect for an unreasonable and unexplained

length of time to do that which by exercising due diligence could or should have been
done earlier, or to assert a right within a reasonable time. It warrants a presumption
that the party entitled thereto has either abandoned it or declined to assert it.

The CA correctly declared that laches did not set in to bar the claim of the
respondent because he had made periodic written demands upon the petitioner that
indicated that he had not abandoned or declined to assert the claim. In 1979, he
manifested the intention to avail himself of his right to suspend the payment of his
amortizations pursuant to the undertaking. Since then until 1984, he had
continuously requested the petitioner for updates on the progress of the construction
of the amenities so that he could resume his amortizations. 

The petitioner did not respond to his requests. His efforts to have the petitioner
construct the amenities so that he would already pay for the 
lot demonstrated his prudence and alacrity in insisting on his rights, negating any
hint of bad faith or of lack of diligence on his part.
Name Manigque-Stone vs. Cattleya Land, Inc., G.R. No. 195975 September 05,
2016
Facts Cattleya Land, Inc. purchased a parcel of land from the spouses Tecson. They
found out that no encumbrances or liens on the subject property had been annotated
on the TCT thereof, except for an attachment issued in connection with Civil Case
No. 3399.On 1992, Cattleya entered into a Contract of Conditional Sale with the
Tecson spouses over the subject property. The Contract of Conditional Sale was
entered in the Primary Book of the Office of the Register of Deeds. On 1993, the
parties executed a Deed of Absolute Sale covering the subject property and the
same was also entered in the Primary Book. However, neither the Contract of
Conditional Sale nor the Deed of Absolute Sale could be annotated on the certificate
of title covering the subject. After the writ of attachment was lifted, Cattleya could still
not successfully have the registration of the sale. As a result, he could not have the
title of the property transferred to his name, also because the owner’s copy of the
transfer certificate was in the possession of the Tecson spouses. The spouses
however averred that such TCT had been destroyed in a fire. Such claim turned out
to be false. Cabilao found out that a copy of the TCT was presented by a certain
Taina, along with a Deed of Sale executed by the Tecson spouses in favor of Taina.
It appears that the Tecson spouses sold the beach lot to Taina and her common-law
husband, Mike Stone. Afterwhich, Cattleya instituted against Taina a civil action for
quieting of title and recovery of ownership and cancellation of title with damages.
Taina posits that the deed of sale in favor of Cattleya was executed subsequent to
the deed of sale that she and Mike had entered into with the Tecson spouses, this,
she was the first to acquire the subject property in good faith. Cattleya argues that
the earlier sale between the spouses and Mike was absolutely null and void, as this
was a flagrant violation of the constitutional provision barring aliens from acquiring
real property in the Philippines. The RTC ruled in favor of Cattleya. RTC stated that
the sale in favor of Taina constituted a double sale and that Cattleya had a superior
right to the lot, because Cattleya was the first to register the same in good faith. The
RTC stated that the sale in favor of Taina and her common-law husband is patently
null and void because foreigners or aliens cannot acquire real property in the
Philippines in accordance to the Constitution. The CA reaffirms the ruling of the RTC,
but departed from the provisions on double sale, which clearly favor petitioner Taina.
 
Issue  Whether or not there is double sale.

Decision None. Given the plain and explicit language of this constitutional mandate,
it has been held that aliens, whether individuals or corporations, are disqualified from
acquiring lands of the public domain. Hence, they are also disqualified from acquiring
private lands. The primary purpose of the constitutional provision is the conservation
of the national patrimony. Given the fact that the sale by the Tecson spouses to
Tainaas Mike's dummy was totally abhorrent and repugnant to the Philippine
Constitution, and is thus, void ab initio, it stands to reason that there can be no
double sale to speak of here. Petitioner's arguments, which rest on the assumption
that there was a double sale, must fail. In the first place, there is no double sale to
speak of. Art. 1544 of the Civil Code, which provides the rule on double sale, applies
only to a situation where the same property is validly sold to different vendees. In this
case, there is only one sale to advert to, that between the spouses Tecson and
respondent

Name AIR CANADA v. COMMISSIONER OF INTERNAL REVENUE, G.R. No.

169507, January 11, 2016
Facts Air Canada is a foreign corporation organized and existing under the laws of
Canada. On April 24, 2000, it was granted an authority to operate as an offline
carrier by the Civil Aeronautics Board, subject to certain conditions, which authority
would expire on April 24, 2005. As an off-line carrier, Air Canada does not have
flights originating from or coming to the Philippines and does not operate any
airplane in the Philippines. On July 1, 1999, Air Canada engaged the services of
Aerotel Ltd., Corp. (Aerotel) as its general sales agent in the Philippines. Aerotel
sells Air Canada’s passage documents in the Philippines. For the period ranging
from the third quarter of 2000 to the second quarter of 2002, Air Canada, through
Aerotel, filed quarterly and annual income tax returns and paid the income tax on
Gross Philippine Billings in the total amount of ₱5,185,676.77. On November 28,
2002, Air Canada filed a written claim for refund of alleged erroneously paid income
taxes amounting to ₱5,185,676.77 before the Bureau of Internal Revenue (BIR). It’s
basis was found in the revised definition of Gross Philippine Billings under Section
28(A)(3)(a) of the 1997 National Internal Revenue Code (NIRC)1. The CTA denied
the petition. It found that Air Canada was engaged in business in the Philippines
through a local agent that sells airline tickets on its behalf. As such, it held that while
Air Canada was not liable for tax on its Gross Philippine Billings under Section 28(A)
(3), it was nevertheless liable to pay the 32% corporate income tax on income
derived from the sale of airline tickets within the Philippines pursuant to Section
28(A)(1). On appeal, the CTA En Banc affirmed the ruling of the CTA First Division.
Issues (1) Whether Air Canada is subject to the 2½% tax on Gross Philippine
Billings pursuant to Section 28(A)(3). (2) If not, whether Air Canada is a resident
foreign corporation engaged in trade or business and thus, can be subject to the
regular corporate income tax of 32% pursuant to Section 28(A)(1).
Decision (1). NO. Air Canada is not liable to tax on Gross Philippine Billings under
Section 28(A)(3). The tax attaches only when the carriage of persons, excess
baggage, cargo, and mail originated from the Philippines in a continuous and
uninterrupted flight, regardless of where the passage documents were sold. Not
having flights to and from the Philippines, petitioner is clearly not liable for the Gross
Philippine Billings tax. 
(2). YES. Petitioner falls within the definition of resident foreign corporation under
Section 28(A)(1) 2, thus, it may be subject to 32% tax on its taxable income. The
Court in Commissioner of Internal Revenue v. British Overseas Airways Corporation
declared British Overseas Airways Corporation, an international air carrier with no
landing rights in the Philippines, as a resident foreign corporation engaged in
business in the Philippines through its local sales agent that sold and issued tickets
for the airline company. An offline carrier is “any foreign air carrier not certificated by
the Civil Aeronautics Board, but who maintains office or who has designated or
appointed agents or employees in the Philippines, who sells or offers for sale any air
transportation in behalf of said foreign air carrier and/or others, or negotiate for, or
holds itself out by solicitation, advertisement, or otherwise sells, provides, furnishes,
contracts, or arranges for such transportation.”

Name AMBRAY vs. TSOUROUS G.R. No. 209264 July 5, 2016

Facts During their lifetime, Ceferino, Sr. and Estela owned a parcel of land
denominated as Lot 2. Ceferino mortgaged Lot 2 with Manila Bank. The mortgage
was discharged on September 16, 1984. Prior to the discharge of the mortgage, Lot
2 was subdivided into three (3) lots: Lot 2-A, Lot 2-B, and the subject property, Lot 2-
C. Lot 2-C was registered in Ceferino’s name evidenced with TCT No. T-22749. In
June 1996, Maristela discovered that TCT No. T-22749 covering Lot 2-C had been
cancelled and in its stead, TCT No. T-41382 was issued in the name of petitioners. It
appears that by virtue of a notarized Deed of Absolute Sale, Ceferino allegedly sold
a portion of lot 2 to petitioners. This prompted respondents to file a criminal case for
falsification of public document against petitioners. MTC acquitted petitioners of the
charge for failure of the prosecution to prove their guilt beyond reasonable doubt.
Thereafter, respondents filed the instant complaint for annulment of title,
reconveyance, and damages against petitioners and Estela alleging that TCT No.
T41382 and the Deed of Sale were null and void because the signatures of Ceferino,
and Estela thereon were forgeries. The RTC nullified the Deed of Sale as well as
TCT No. T-41382 in the name of petitioners and rendered judgment in favor of
respondents. Petitioners appealed to the CA. The CA affirmed the RTC Decision and
found that respondents were able to sufficiently discharge the required burden of
proof that the subject Deed of Sale is spurious. Hence, the instant case. 

Issue Whether or not the Deed of Sale and TCT No. T-41382 covering Lot 2-C is
null and void. 

Decision No. As a rule, forgery cannot be presumed and must be proved by clear,
positive and convincing evidence, and the burden of proof lies on the party alleging
forgery. One who alleges forgery has the burden to establish his case by a
preponderance of evidence, or evidence which is of greater weight or more
convincing than that which is offered in opposition to it. The fact of forgery can only
be established by a comparison between the alleged forged signature and the JC-7
authentic and genuine signature of the person whose signature is theorized to have
been forged Further lending credence to the validity of the Deed of Sale is the well-
settled principle that a duly notarized contract enjoys the prima facie presumption of
authenticity and due execution as well as the full faith and credence attached to a
public instrument. To overturn this legal presumption, evidence must be clear,
convincing, and more than merely preponderant to establish that there was forgery
that gave rise to a spurious contract.
Name Bacalso vs Gregoria B. Aca-a, Eutiquia B. Aguila, Julian Bacus, Evelyn
Sychangco, G.R. No. 172919, (2016)
Facts The Bacus siblings were the registered owners of a parcel of land. The Bacus
siblings inherited the said property from their mother Matea Bacalso (Matea).
The Bacus siblings executed a Deed of Absolute Sale conveying a portion of the
said lot, in favor of their cousin, Timoteo for and inconsideration of the amount of
P8,000.00. On March 4, 1988, however, Timoteo, together with his sisters Lucena
and Victoria and some of his cousins filed a complaint for declaration of nullity of
documents, certificates of title, reconveyance of real property and damages against
the Bacus siblings and four other persons. They claimed that they are co-owners of
the three-fourths portion of the said lot as Matea had paid for the said property for
and in behalf of her brother Alejandro (father of petitioner Timoteo) and sisters
Perpetua and Liberata, all surnamedBacalso.
Timoteo and Diosdada Bacalso (petitioners) filed on October 26, 1995, a complaint
for declaration of nullity of contract and certificates of title, reconveyance and
damages against the Bacus siblings, this time claiming ownership over Lot No. 1809-
G-2-C by virtue of the Deed of Absolute Sale dated October 15, 1987. They claimed,
however, that the Bacus siblings renegedon their promise to cause the issuance of a
new TCT in the name of the petitioners. Moreover, the petitioners alleged that the
Bacus siblings have caused the subdivision of the lot into four lots. After subdividing
the property, the Bacus siblings, on February 11, 1992, without knowledge of the
petitioners, sold a portion of the lot again to respondent Evelyn Sychangco
(Sychangco) and that TCT No. 74687 covering the same property was issued in
hername.
Issue Whether or not there’s a valid Deed of Sale
Decision No. This is not merely a case of failure to pay the purchase price which
can only amount to a breach of obligation with rescission as the proper remedy. As
correctly observed by the RTC, the disputed sale produces no effect and is
considered void ab initio for failure to or want of consideration since the petitioner
failed to pay the consideration stipulated in the Deed of Absolute Sale. The trial
court's discussion on the said issue, as affirmed by the CA. It is evident from all the
circumstances that there was a failure to or want of consideration of the supposed
sale of the land in question to the petitioners on October 15, 1987. Article 1352 of the
New Civil Code of the Philippines provides that contracts without cause produce no
effect whatsoever. If there is no cause, the contract is void. There being no price
paid, there is nocause or consideration; hence, the contract is void as a sale.
Name Cahayag v. CCC G.R. No. 168078, January 13, 2016

Facts Petitioner Dulos Realty was the registered owner of certain residential lots
covered by Transfer Certificate of Title (TCT) Nos. S-39767, S-39775, S-28335, S-
39778 and S-29776, located at Airmen's Village Subdivision, Pulang Lupa II, Las
Pinas, Metro Manila. Dulos Realty obtained a loan from respondent CCC in the
amount of P300,000. To secure the loan, the realty executed a Real Estate
Mortgage over the subject properties in favor of respondent. The mortgage was duly
annotated on the certificates of title. Thereafter, CCC on various dates, entered into
contract to sell covering the subject properties with petitioners. When Dulos Realty
defaulted in payment, CCC initiate an extra judicial foreclosure proceeding and the
auction sale was held with CCC as the highest bidder. An Affidavit of Consolidation
in favor of respondent CCC was annotated on the corresponding titles to the
properties. By virtue of the affidavit, the TCT’s in the name of Dulos Realty were all
cancelled and new TCT’S in the name of CCC were issued on the same day. On 10
December 1983, after the consolidation and cancellation of title, Dulos Realty
entered in to a Deed of Absolute Sale with petitioner Baldoza over one of the subject
properties. On 21 December 1983, respondent CCC, through a Deed of Absolute
Sale, sold to respondent Qua the same subject properties. The sale was duly
annotated on the corresponding titles to the properties and the TCT’s in the name of
CCC were accordingly cancelled and new TCTs were issued in the name of
respondent Qua. Petitioners filed a Complaint against respondents for the
"Annulment of Sheriff's Sale and Other Documents. The Complaint alleged that
petitioners were owners of the properties in question by virtue of Contracts of Sale
individually executed in their favor. respondents for the "Annulment of Sheriff's Sale
and Other Documents. The Complaint alleged that petitioners were owners of the
properties in question by virtue of Contracts of Sale individually executed in their
favor. Respondents failed to file an answer within the reglementary period.
Subsequently, they were declared in default. The RTC ruled that the foreclosure of
the mortgage over the subject lots, as well as the housing units, was not valid. The
CA accordingly reversed and set aside the RTC Decision, dismissed the case for
lack of merit, and ordered petitioners to surrender possession of the properties to
respondent Qua.

Issue W/N Deed of Absolute Sale in favor of Baldoza was not preceded by a
Contract to Sell and full payment of the purchase price
Decision No, When Dulos Realty executed a Deed of Absolute Sale covering the
real property registered under TCT No. S-39778 in favor of petitioner Baldoza on 10
December 1983, it was no longer the owner of the property. Titles to the subject
properties, including the one sold to Baldoza, had already been consolidated in favor
of respondent CCC as early as 10 November 1983. In fact, on the same date, the
titles to the subject lots in the name of Dulos Realty had already been cancelled and
new ones issued to respondent CCC. The fact that Dulos Realty was no longer the
owner of the real property at the time of the sale led the CA to declare that the
Contract of Sale was null and void. On this premise, the appellate court concluded
that respondent Qua had a better title to the property over petitioner Baldoza.
Name BONIFACIO DANAN vs. SPOUSES GREGORIO SERRANO AND ADELAIDA
REYES (G.R. No. 195072, August 1, 2016)

Facts Gregorio Serrano and Adelaida Reyes (Spouses Serrano) are the registered
owners of a parcel of land consisting situated in Sta. Cruz, Lubao, Pampanga.
Sometime in the years 1940 and 1950, when the property was still co-owned by
respondent Gregorio and his siblings, Gregorio's sisters, Marciana and Felicidad,
gave petitioner Bonifacio Danan and a certain Artemio Vitug permission to possess
400 square meters each of the total estate and to build their homes thereon in
exchange for one cavan of palay every year. Thereafter, in separate documents
denominated as "Agreement in Receipt Form" dated June 27, 1976, Gregorio sold to
Bonifacio and Artemio their respective 400-square-meter portions of the property.
While Bonifacio and Artemio paid the P2, 000.00 upon the signing of the Agreement,
they were both unable to pay the balance of the purchase price when they fell due
on June 30, 1977 and June 30, 1978. Nevertheless, they remained in possession of
their respective lots.In a Complaint dated September 10, 1998, the Spouses
Serrano, through their son and attorney-in-fact, Arnel Francisco Serrano, instituted
ejectment proceedings against Bonifacio and Artemio, alleging: (1) that they are the
owners of the subject properties; (2) that Bonifacio and Artemio were merely
caretakers thereof; and (3) that demand was made for the latter to vacate, but to no
avail. Thus, they prayed that Bonifacio and Artemio be ordered to vacate the
premises and to pay monthly rentals and attorney's fees Meanwhile, in a Complaint
for specific performance dated November 3, 1998, Bonifacio and Artemio alleged
that they purchased their respective portions of land via the Agreement in Receipt
Form dated June 27, 1976 and since then, stopped paying the yearly rental of one
cavan of palay. While they admitted to their failure to pay the remaining balance of
the purchase price in the amount of P4, 000.00, they claimed that such was due to
the continuous absence of the Spouses Serrano.

Issue Whether or not the cancellation of Contract to Sell made by Spouses Serrano
conforms to the requirement prescribed under RA 6552.

Decision No. There is no showing that the Spouses Serrano complied with the
requirements prescribed by RA No. 6652. It is imperative to note, however, that in
view of the nature of the agreement herein, a contract to sell real property on
installment basis, the provisions of RA No. 6552 must be taken into account insofar
as the rights of the parties in cases of default are concerned. In conditional sales of
all kinds of real estate (industrial, commercial, residential), RA No. 6552 not only
recognizes the right of the seller to cancel the contract upon non-payment of an
installment by the buyer, an event that prevents the obligation of the seller to convey
title from acquiring binding force, it also provides for the rights of the buyer in case of
such cancellation. What is required, the Court explained, is a "notice of cancellation
or demand for rescission by notarial act," which is not the same as a demand letter.
In another instance, the Court, in Spouses Ramos v. Spouses Heruela, held that in
view of the absence of the requisite notice of cancellation, as well as a demand for
rescission by notarial act to the buyer, the contract to sell remained effective.
Consequently, said buyer had not lost the statutory grace period within which to pay
the remaining installments even after the date stipulated in their agreement.
Name SPOUSES ALEXANDER AND JULIE LAM, Doing Business Under the Name
and Style "COLORKWIK LABORATORIES" AND "COLORKWIK PHOTO SUPPLY"
vs. KODAK PHILIPPINES, LTD., G.R. No. 167615, January 11, 2016

Facts On January 8, 1992, the Lam Spouses and Kodak Philippines, Ltd. entered
into an agreement (Letter Agreement) for the sale of three (3) units of the Kodak
Minilab System 22XL6 (Minilab Equipment) in the amount of Php 1,796,000.00 per
unit,7 with the following terms: This confirms our verbal agreement for Kodak Phils.,
Ltd. To provide Colorkwik Laboratories, Inc. with three (3) units Kodak Minilab
System 22XL . . . for your proposed outlets in Rizal Avenue (Manila), Tagum (Davao
del Norte), and your existing Multicolor photo counter in Cotabato City. However,
Kodak Philippines, Ltd. delivered one (1) unit of the Minilab Equipment in Tagum,
Davao Province. The delivered unit was installed by Noritsu representatives. The
Lam Spouses issued postdated checks amounting to ₱35,000.00 each for 12
months as payment for the first delivered unit, with the first check due on March 31,
1992. Thereafter, the Lam Spouses requested that Kodak Philippines, Ltd. not
negotiate the checks due to insufficiency of funds. However, both checks were
negotiated by Kodak Philippines, Ltd. And were honored by the depository bank. The
10 other checks were subsequently dishonored after the Lam Spouses ordered the
depository bank to stop payment. Afterwards, Kodak Philippines, Ltd. canceled the
sale and demanded that the Lam Spouses return the unit. The Lam Spouses ignored
the demand but also rescinded the contract through a letter on account of Kodak
Philippines, Ltd.’s failure to deliver the two (2) remaining Minilab Equipment units.
After which, Kodak Philippines, Ltd. filed a Complaint for replevin and/or recovery of
sum of money.

Issue Whether or not upon rescission of the contract, the parties are entitled to
under Article 1190 and Article 1522 of the New Civil Code.

Held An obligation is indivisible when it cannot be validly performed in parts,

whatever may be the nature of the thing which is the object thereof. The indivisibility
refers to the prestation and not to the object thereof. 

A contract of sale is perfected upon the meeting of minds as to the object and the
price, and the parties may reciprocally demand the performance of their respective
obligations from that point on. Rescission creates the obligation to return the object
of the contract. It can be carried out only when the one who demands rescission can
return whatever he may be obliged to restore. To rescind is to declare a contract void
at its inception and to put an end to it as though it never was. It is not merely to
terminate it and release the parties from further obligations to each other, but to
abrogate it from the beginning and restore the parties to their relative positions as if
no contract has been made.

When rescission is sought under Article 1191 of the Civil Code, it need not be
judicially invoked because the power to resolve is implied in reciprocal obligations.
Name CHUA vs. UNITED COCONUT PLANTERS BANK G.R. No. 215999, 16
August 2017 BERSAMIN, J:

Facts It is undisputed that petitioners Spouses Chua and LGCTI as well as

respondents Jose Go, had existing loan obligations with UCPB prior to the March
1997 JVA. As an offshoot of the JVA, two deeds of trust were executed by the
parties involving petitioners’ 44-hectare property covered by 32 titles. The deeds of
trust were neither expressly cancelled nor rescinded despite the fact that the project
under the JVA never came to fruition. On March 21, 2000, UCPB and petitioners
entered into the MOA consolidating the outstanding obligations of the Spouses Chua
and LGCTI.
Petitioners exchanged their 30 parcels of land to effectively reduce their total
unpaid obligations to only P68, 000,000.00. To settle the balance, they agreed to
convert it into equity in LGCTI in case they would default in their payment. To
implement the MOA, they signed the REM drafted by UCPB, which included the
properties listed in the MOA as security for the credit accommodation of P404,
597,177.04. Unknown to them, however, Jose Go, acting on behalf of Revere,
likewise executed another REM covering the properties that Revere was holding in
trust for them. When UCPB foreclosed the mortgages, it applied about P75.09 million
out of the P227, 700,000.00 proceeds of the foreclosure sale to the obligations of
Revere and Jose Go. Moreover, UCPB pursued petitioners for their supposed
deficiency amounting to P68, 000,000.00, which was meanwhile assigned to
respondent Asset Pool A by UCPB.

Issue Whether the REM subsists even after the foreclosure sale of the subject
properties?

Decision No. A review of the MOA dated March 21, 2000 would reveal that
petitioners’ outstanding obligation referred to, after deducting the amount of the thirty
properties, was reduced to only P68, 000,000.00. To settle this balance, petitioners
agreed to convert this into equity in LGCTI in case they defaulted in their payment. In
this case, what prompted the foreclosure sale of the mortgaged properties was
petitioners’ failure to pay their obligations. When the proceeds of the foreclosure sale
were applied to their outstanding obligations, the payment of the balance of the P68,
000,000.00 was deliberately left out, and the proceeds were conveniently applied to
settle P75, 000,000.00 of Revere and/or Jose Go’s unpaid obligations with UCPB.
This application was in blatant contravention of the agreement that Revere’s or Jose
Go’s obligations would be paid only if there was excess in the application of the
foreclosure proceeds. Accordingly, the CA should have applied the proceeds to the
entire outstanding obligations of petitioners, and only the excess, if any, should have
been applied to pay off Revere and/or Jose Go’s obligations.
Name SPRING HOMES SUBDIVISION CO., INC., SPOUSES PEDRO L. LUMBRES
and REBECCA T. ROARING vs. SPOUSES PEDRO TABLADA, JR. and ZENAIDA
TABLADA, G.R. No. 200009, January 23, 2017

Facts Petitioners, Spouses Pedro L. Lumbres and Rebecca T. Roaring, entered into
a Joint Venture Agreement with Spring Homes Subdivision Co., Inc., for the
development of several parcels of land consisting of an area of 28,378 square
meters. Spring Homes entered into a Contract to Sell with respondents, Spouses
Pedro Tablada, Jr. and Zenaida Tablada, for the sale of a parcel of land located at
Lot No. 8, Block 3, Spring Homes Subdivision. Subsequently, the Spouses Tablada
discovered that the subject property was mortgaged as a security for a loan in the
amount of over P4,000,000.00 with Premiere Development Bank as mortgagee and
Spring Homes as mortgagor. In fact, since the loan remained unpaid, extrajudicial
proceedings were instituted. The Spouses Tablada filed a complaint for Nullification
of Title, Reconveyance and Damages against Spring Homes and the Spouses
Lumbres praying for the nullification of the second Deed of Absolute Sale executed
in favor of the Spouses Lumbres, as well as the title issued as a consequence
thereof, the declaration of the validity of the first Deed of Absolute Sale executed in
their favor, and the issuance of a new title in their name.

              

Issue Whether or not spouses Tablada purchased a parcel of land in Spring Homes
Subdivision in bad faith.

Decision Yes. Knowledge gained by the first buyer of the second sale cannot defeat
the first buyer's rights except only as provided by law, as in cases where the second
buyer first registers in good faith the second sale ahead of the first. Such knowledge
of the first buyer does bar her from availing of her rights under the law, among them,
first her purchase as against the second buyer. But conversely, knowledge gained by
the second buyer of the first sale defeats his rights even if he is first to register the
second sale, since such knowledge taints his prior registration with bad faith.
Accordingly, in order for the Spouses Lumbres to obtain priority over the Spouses
Tablada, the law requires a continuing good faith and innocence or lack of
knowledge of the first sale that would enable their contract to ripen into full
ownership through prior registration. But from the very beginning, the Spouses
Lumbres had already known of the fact that the subject property had previously been
sold to the Spouses Tablada, by virtue of a valid Deed of Absolute Sale.
FELIX PLAZO URBAN POOR SETTLERS COMMUNITY ASSOCIATION, INC. vs
ALFREDO LIPAT, SR. and ALFREDO LIPAT, JR.G.R. No. 182409, March 20,
2017

Facts Lipat Sr. executed a Contract to Sell (CTS) in favor of the petitioner, whereby
the former agreed to sell to  the  latter  two  parcels  of  land.  Asstipulated,  the 
petitioner  had  90  days  to  pay  in  full  the purchase price otherwise, the CTS shall
automatically expire. The period elapsed without payment of the full consideration.
According to petitioner, the 90 day period was subject to the condition that the
subject properties be  cleared  of  all  claims  from  third  persons  considering  that 
there  were  pending  litigations. Petitioner  even  contributed  financial  assistance 
for  the  expenses  of  litigation  with  the  assurance that  the  CTS  will  still  be 
enforced  once  the  cases  are  settled.  After  the  termination  of  the  cases,
however, the respondents refused to enforce the CTS on the ground that the same
had expired and averred  that  there  was  no  agreement  to  extend  its  term.
Petitioner  filed  a  case  for  Specific Performance. For their defense, the
respondents alleged that the CTS was not enforced due to the petitioner's failure to
pay the selling price before the expiration of its term and the “financial assistance"
they received was in the nature of a loan.

Issue W/N petitioner can oblige the respondents to sell the properties covered by the
CTS.

Decision No. In a contract to sell, the obligation of the seller to sell becomes
demandable only upon the occurrence of  the suspensive  condition,  which  in  this 
case  is  the  payment  of  the  full  contract  price.  Without payment, the obligation
to sell is not demandable.
Name Joseph Harry Walter Poole-Blunde vs . Union Bank of the Philippines,.
G. R. No. 205838, November 29, 2017

Facts Poole-Blunden came across an advertisement placed b Poole-Blunden came

across an advertisement placed by Union Bank in the Manila Bulletin. Poole-Blunden
placed his bid and won the unit. He entered into a Contract to Sell with UnionBank.
In 2001, he started occupying the unit, and was able to fully pay the purchase price.
In late 2003, Poole-Blunden decided to construct two (2) additional bedrooms in the
Unit. Upon examining it, he noticed apparent problems in its dimensions. He took
rough measurements of the Unit, which indicated that its floor area was just about 70
square meters, not 95 square meters, as advertised by Unionbank.

Poole-Blunden got in touch with an officer of Union Bank to raise the matter, but no
action was taken. He wrote to Union Bank, informing it of the discrepancy. He asked
for a rescission of the Contract to Sell, along with a refund of the amounts he had
paid, in the event that it was conclusively established that the area of the unit was
less than 95 square meters. Union Bank informed Poole-Blunden that after inquiring
with the Housing and Land Use Regulatory Board(HLURB), the Homeowners'
Association of T-Tower Condominium, and its appraisers, the Unit was confirmed to
be 95 square meters, inclusive of the terrace and the common areas surrounding it.
Poole-Blunden was not satisfied with Union Bank's response as the condominium's
Master Title expressly stated that the "boundary of each unit are the interior surfaces
of the perimeter walls, floors, ceilings, windows and doors thereof."

Issue Is deficiency in relation to its advertised area warrants the voiding of a

Contract to Sell notwithstanding the presence of an “as-is-where-is clause?

Decision YES. The significance of the Unit's area as a determining cause of the
Contract to Sell is readily discernible. Falsity on its area is attributable to none but to
respondent, which, however, pleads that it should not be considered as having acted
fraudulently given that petitioner conceded to a sale on an as-is-where-is basis,
thereby waiving "warranties regarding possible errors in boundaries or description of
property."

The Court held that reliance on Section 12's as-is-where-is stipulation is misplaced
for two (2)
reasons. First, a stipulation absolving a seller of liability for hidden defects can only
be invoked by a seller who has no knowledge of hidden defects. Respondent here
knew that the Unit's area,as reckoned in accordance with the Condominium Act, was
not 95 square meters. Second, an as-is-where-is stipulation can only pertain to the
readily perceptible physical state of the object of a sale. It cannot encompass
matters that require specialized scrutiny, as well as features and traits that are
immediately appreciable only by someone with technical competence. A seller is
generally responsible for warranty against hidden defects of the thing sold.
Name Dee Hwa Liong Foundation Medical Center and Anthony Dee vs Asiamed
Supplies and Equipment Corporation
G.R. No. 205638, August 23, 2017

Facts Petitioner Dee Hwa Liong Foundation Medical Center and respondent
Asiamed Supplies and Equipment Corporation entered into a Contract of Sale. This
Contract of Sale stated that DHLFMC agreed to purchase from Asiamed a machine.
The machine was delivered. A Sales Invoice and two (2) Delivery Invoices were
signed by petitioner Anthony Dee and DHLFMC Vice President for Administration,
Mr. Alejandro Mateo. During the appeal, petitioners argue that the Court of Appeals
and the Regional Trial Court erred in finding them liable for interest, penalty charges,
and attorney's fees based on Delivery Invoices. Petitioners claim that these are in
the nature of contracts of adhesion. The delivery invoices were unilaterally prepared
by respondent, without petitioners' conformity. These stipulations attempted to
modify the Contract of Sale. However, petitioners insist that the delivery invoices
cannot be deemed to have modified the Contract of Sale, considering that they
lacked the informed consent of petitioner DHLFMC. In any case, the penalty
stipulated in the delivery invoices was unconscionably high and should be reduced.

Issues Whether or not the interest rate and attorney's fees stipulated in the delivery
invoices are binding on the parties.

Decision This Court denies the petition. A contract need not be contained in a single
writing. It may be collected from several different writings which do not conflict with
each other and which, when connected, show the parties, subject matter, terms and
consideration, as in contracts entered into by correspondence. A contract may be
encompassed in several instruments even though every instrument is not signed by
the parties, since it is sufficient if the unsigned instruments are clearly identified or
referred to and made part of the signed instrument or instruments. Similarly, a written
agreement of which there are two copies, one signed by each of the parties, is
binding on both to the same extent as though there had been only one copy of the
agreement and both had signed it. 
Petitioners claim that the delivery invoice receipts are contracts of adhesion
and that they were unwittingly signed, without informed consent. However, it is not
disputed that the delivery invoices provided for the interest and attorney's fees or that
petitioner Anthony and Mateo signed these invoices. Thus, the Regional Trial Court
and the Court of Appeals ruled that the parties mutually agreed to the interest and
attorney's fees as a factual matter. Although petitioners allege that these invoices
lacked petitioner DHLFMC's informed consent, there is no attempt to prove this. It is
also not proven that the stipulations were somehow hidden or obscured such that
DHLFMC could not have read them, making it impossible for DHLFMC to agree to
the terms.
Name Philippine Steel Coating Corp. Vs. Eduard Quiñones G.R. No. 194533, 19
April 2017

Facts Sometime in 1995, Quiñones received several complaints from customers

who had bought bus units, claiming that the paint or finish used on the purchased
vehicles was breaking and peeling off. Quiñones then sent a letter-complaint to
PhilSteel invoking the warranties given by the latter. According to respondent, the
damage to the vehicles was attributable to the hidden defects of the primer-coated
sheets and/or their incompatibility with the Guilder acrylic paint process used by
Amianan Motors, contrary to the prior evaluations and assurances of PhilSteel.
Because of the barrage of complaints, Quiñones was forced to repair the damaged
buses.

Issue Whether vague oral statements made by seller on the characteristics of a

generic good can be considered warranties that may be invoked to warrant payment
of damages.

Decision Yes. The RTC rendered a Decision in favor of Quiñones and ordered
PhilSteel to pay damages. The trial court concluded that the paint blistering and
peeling off were due to the incompatibility of the painting process with the primer-
coated G.I. sheets. The RTC also found that the assurance made by Angbengco
constituted an express warranty under Article 1546 of the Civil Code. Quiñones
incurred damages from the repair of the buses and suffered business reverses. In
view thereof, PhilSteel was held liable for damages.
Name Arcaina and Banta v. Ingram, G.R. No. 196444, 15 February 2017
Facts Petitioner Arcaina is the owner of Lot No. 3230. Arcaina’s attorney-in-fact,
Banta, entered into a contract with Ingram for the sale of the property. Banta showed
Ingram and the latter’s attorney-in-fact, the metes and bounds of the property and
represented that Lot No. 3230 has an area of more or less 6,200 square meters (sq.
m.) per the tax declaration covering it. The contract price was P1,860,000.00, with
Ingram making installment payments for the property. They also separately executed
deeds of absolute sale over the property in Ingram’s favor, dated March 21, 2005 by
Banta, and April 13, 2005 by Arcaina. Subsequently, Ingram caused the property to
be surveyed and discovered that Lot No. 3230 has an area of 12,000 sq. m. Upon
learning of the actual area of the property, Banta allegedly insisted that the
difference of 5,800 sq. m. remains unsold. This was opposed by Ingram who claims
that she owns the whole lot by virtue of the sale.
Issue W/N the property was sold for a lump sum or on a per-square-meter basis. 
Decision Lot No. 3230 was sold for a lump sum. In sales involving real estate, the
parties may choose between two types of pricing agreement: a unit price contract
wherein the purchase price is determined by way of reference to a stated rate per
unit area (e.g, ₱1,000.00 per sq. m.) or a lump sum contract which states a full
purchase price for an immovable the area of which may be declared based on an
estimate or where both the area and boundaries are stated (e.g., ₱1 million for 1,000
sq. m., etc.). Here, the Deed of Sale executed by Banta (attorney-in-fact), and the
Deed of Sale executed by Arcaina (owner) both show that the property was
conveyed to Ingram at the predetermined price of ₱1,860,000.00. There was no
indication that it was bought on a per-square-meter basis. Thus, Article 1542 of the
Civil Code governs the sale.
Name UNITED COCONUT PLANTERS BANK vs. SPOUSES UY G.R. No. 204039,
10 January 2018.

Facts PrimeTown Property Group, Inc. (PPGI) and E. Ganzon Inc. were the joint
developers of the Kiener Hills Mactan Condominium Project (Kiener Hills).
Respondent spouses Uy entered into a Contract to Sell with PPGI for a unit in Kiener
Hills. PPGI and petitioner United Coconut Planters Bank (UCPB) executed a
Memorandum of Agreement (MOA) and Sale of Receivables and Assignment of
Rights and Interests. By virtue of the said agreements, PPGI transferred the right to
collect the receivables of the buyers, which included the spouses Uy’s unit in Kiener
Hills. The Housing and Land Use Regulatory Board Regional Office (HLURB
Regional Office) received the spouses Uy’s complaint for a sum of money and
damages against PPGI and UCPB. They claimed that in spite of their full payment of
the purchase price, PPGI failed to complete the construction of their units in Kiener
Hills. 

Issue Whether UCPB is only jointly liable to the spouses Uy. 

Decision Yes, an assignment of credit is defined as an agreement by virtue of which

the owner of a credit, known as the assignor, by a legal cause and without need of
the debtor’s consent, transfers that credit and its accessory rights to another, known
as the assignee, who acquires the power to enforce it to the same extent as the
assignor could have enforced it against the debtor. An assignment will be construed
in accordance with the rules of construction governing contracts. In Spouses Choi v.
UCPB (Choi), the Supreme Court (SC) ruled that UCPB is a mere assignee of the
rights and receivables under a similar agreement. Consequently, it did not assume
the obligations and liabilities of Primetown under its contract to sell with Spouses
Choi. The SC further observed that UCPB’s demand letters to the buyers only
assured them of the completion of their units by the developer. UCPB did not intend
to be the new owner of Kiener or that UCPB itself would complete Kiener. Hence,
estoppel would not lie. In Liam v. UCPB (Liam), the SC maintained its position that
the transaction between PPGI and UCPB was merely an assignment of credit.
Hence, what was transferred to UCPB was only the right to collect PPGI’s
receivables from the purchases of Kiener Hills and not the obligation to complete the
said condominium project. The circumstances and issues in Choi and Liam fall
squarely with the case at bar. First, PPGI and UCPB were prominent parties in the
cited cases. Second, it involved the same documents and agreement between PPGI
and UCPB whereby the right to collect the receivables were assigned to the latter.
Third, the controversy arose from the complaints of disgruntled unit owners to
recover the amount they had paid from PPGI or UCPB after Kiener Hills was not
completed. Guided by the previous pronouncements of the SC, it is settled that
UCPB is only jointly liable with PPGI to the disgruntled purchasers of Kiener Hills,
including the spouses Uy. Hence, UCPB is only bound to refund the amount it had
unquestionably received from the spouses.
Name CATALINA F. ISLA, ELIZABETH ISLA, AND GILBERT F. ISLA v. GENEVIRA
P. ESTORGA, G.R. No. 233974, July 02, 2018

Facts Petitioners obtained a loan in the amount of P100,000.00 from respondent,

payable anytime from six (6) months to one (1) year and subject to interest at the
rate of ten percent (10%) per month, payable on or before the end of each month. As
security, a real estate mortgage was constituted over a parcel of land. Petitioners
failed to comply with the demand, causing respondents to file a Petition for Judicial
Foreclosure against them before the RTC. RTC directed petitioners to pay
respondent the amounts of P100,000.00 with twelve percent (12%) interest per
annum. The CA affirmed with modification the RTC Decision: (a) P100,000.00
representing the principal of the loan obligation; (b) an amount equivalent to twelve
percent (12%) of P100,000.00 computed per year from November 16, 2006 until full
payment, representing interest on the loan; (c) an amount equivalent to  6% of the
sums due in (a) and (b) per annum computed from the finality of the CA Decision
until full payment, representing legal interest; and (d) P20,000.00 as attorney's fees.

Issue Whether or not the CA correctly ruled in imposing an interest rate of 12% per
annum from the date of extrajudicial demand until full payment.

Decision Yes. The CA correctly ruled the 12% per annum interest rate from the date
of extrajudicial demand until full payment. Case law states that there are two (2)
types of interest, namely, monetary interest and compensatory interest. Monetary
interest is the compensation fixed by the parties for the use or forbearance of money.
On the other hand, compensatory interest is that imposed by law or by the courts as
penalty or indemnity for damages. Accordingly, the right to recover interest arises
only either by virtue of a contract (monetary interest) or as damages for delay or
failure to pay the principal loan on which the interest is demanded (compensatory
interest). In this case, petitioners and respondents entered into a loan obligation and
clearly stipulated for the payment of monetary interest. However, the stipulated
interest of ten percent (10%) per month was found to be unconscionable, and thus,
the courts struck down the same and pegged a new monetary interest of a quo
twelve percent (12%) per annum, which was the prevailing legal rate of interest for
loans and forbearances of money at the time the loan was contracted. In addition,
not only the principal amount but also the monetary interest due to respondent as
discussed above shall itself earn compensatory interest at the legal rate, pursuant to
Article 2212 of the Civil Code, which states that "interest due shall earn legal interest
from the time it is judicially demanded, although the obligation may be silent upon
this point."
Name Diampoc vs. Buenaventura, G.R. No. 200383, March 19, 2018

Facts Norma M. Diampoc and her husband Wilbur L. Diampoc (the Diampocs) filed
a Complaint for annulment of deed of sale against Jessie Buenaventura
(Buenaventura) and the Registry of Deeds.
The Diampocs alleged that they owned a parcel of land covered by a TCT;
that Buenaventura asked to borrow the owner’s copy of TCT to be used as security
for a ₱1M loan she wished to secure; that they acceded, on the condition that
Buenaventura should not sell the subject property; that Buenaventura promised to
give them ₱300,000.00 out of the ₱1 million loan proceeds; that Buenaventura cause
them to sign a folded document without giving them the opportunity to read its
contents; that Buenaventura failed to give them a copy of the document which they
signed; that they discovered later on that Buenaventura became the owner of a one-
half portion of the subject property by virtue of a supposed deed of sale in her favor;
that they immediately proceeded to the notary public who notarized the said
purported deed of sales and discovered that the said one-half portion was
purportedly sold to Buenaventura for ₱200,000.00; and that the deed was secured
through fraud and deceit, and thus null and void.
After evaluating the evidence on hand, the Trial Court finds that Diampocs fall short
of the required evidence to substantiate their allegations that subject Deed of Sale is
illegal and spurious. “The Deed of Sale being a public document, it is prima
facie evidence of the facts state therein’. Under the rule, the terms of a contract are
rendered conclusive upon the parties and evidence aliunde is not admissible to vary
or contradict a complete and enforceable agreement embodied in a document.
Diampocs filed an appeal before the CA, which denied the same. They filed a Motion
for Reconsideration, which was, likewise, denied.
In her Petition for Review to the Supreme Court, Diampoc claims that the
deed of sale suffers from defects relative to its notarization, which thus render the
deed ineffective, if not null and void. She further claims that the deed was not signed
by the parties before the notary public; that it was notarized in her and her husband’s
absence; that there was only one Community Tax Certificate used for both petitioner
and her husband; and that Buenaventura failed to present the notary public as her
witness

Issue Whether the Deed of Sale suffers from defects if not notarized

 
Decision No, The absence of notarization of the deed of sale would not invalidate
the transaction evidenced therein”; it merely “reduces the evidentiary value of a
document to that of a private document, which requires proof of its due execution
and authenticity to be admissible as evidence [Riosa v. Tabaco la Suerte
Corporation (2013)]. A defective notarization will strip the document of its public
character and reduce it to a private instrument. Consequently, when there is a defect
in the notarization of a document, the clear and convincing evidentiary standard
normally attached to a duly-notarized document is dispensed with, and the measure
to test the validity of such document is preponderance of evidence [Menauza v.
Fermin (2014)].
Name SPS. ANTONIO BELTRAN AND FELISA BELTRAN v. SPS. APOLONIO
CANGAYDA, GR No. 225033, August 15, 2018

Facts respondents verbally agreed to sell the disputed property to petitioners for
P35,000.00. After making an initial payment, petitioners  took  possession  of  the 
disputed  property  and  built  their  family  home thereon. Petitioners failed to pay
within the period set forth in the Amicable Settlement.

the RTC characterized the oral agreement between the parties as a contract to sell.
The RTC held that the consummation of this contract to sell was averted due to
petitioners' failure to pay the purchase price in full. Hence the RTC held that
ownership over the disputed property never passed to petitioners.

Thus, the present Petition now prays that the Court: (i) reverse the judgment of the
CA and RTC; and (ii) direct respondents to allow them to settle their remaining
balance of P5,310.00 and, subsequently, convey the disputed property in their favor.

Petitioners maintain, as they did before the CA, that the oral agreement they entered
into with respondents is a contract of sale, and that, as a necessary incident of such
contract, ownership over the disputed property had been transferred in their favor
when they took possession and built improvements thereon.

Issue Whether the CA erred when it affirmed the RTC Decision characterizing the
oral agreement between the parties as a contract to sell.

Decision The Petition is meritorious. The agreement between the parties is an oral
contract of sale. As a consequence, ownership of the disputed property passed to
petitioners upon its delivery. The CA's finding is erroneous. Article 1458 of the Civil
Code defines a contract of sale: By the contract of sale one of the contracting parties
obligates himself to transfer the ownership of and to deliver a determinate thing, and
the other to pay therefor a price certain in money or its equivalent. "[A] contract to
sell, [on the other hand], is defined as a bilateral contract whereby the prospective
seller, while expressly reserving the ownership of the subject property despite its
delivery to the prospective buyer, commits to sell the property exclusively to the
prospective buyer" upon full payment of the purchase price. Jurisprudence defines
the distinctions between a contract of sale and a contract to sell to be as follows

In a contract of sale, title passes to the vendee upon the delivery of the thing sold;  
whereas in a contract to sell, by agreement the ownership is reserved in the vendor
and is not to pass until the full payment of the price. In a contract of sale, the vendor
has lost and cannot recover ownership until and unless the contract is resolved or
rescinded; whereas in a contract to sell, title is retained by the vendor until the full
payment of the price
Name Lifestyle Redefined Realty Corporation V. Heirs of Dennis A. Uvas
Gr No. 217716, September 17, 2018
 
Facts U-Bex Integrated Resources, Inc. (U-Bex), controlled by Spouses Dennis
(Dennis) and Nimfa Uvas (Nimfa) (Spouses Uvas), obtained various amounts of
loans from RCBC in the amounts of P1 Million and P2 Million. To secure the said
loans, Spouses Uvas executed a Real Estate Mortgage dated October 25, 1993 over
a parcel of land covered by Transfer Certificate of Title (TCT) No. 190706 pertaining
to a property located at 1928 Leon Guinto Street, Malate, which also consists of a
building and apartment units (subject property). It appears that on November 24,
2003, an auction sale was conducted where the subject property was sold to RCBC
as the highest bidder. On September 26, 2005, RCBC consolidated its title on the
subject property. TCT No. 269709 was issued in its name. Subsequently, the subject
property was sold to Lifestyle Corporation and Evelyn. Lifestyle Corporation and/or
Evelyn was a lessee of Spouses Uvas in the subject property during the time of the
loan up to the time RCBC sold the same to her.
 
On September 6, 2006, Heirs of Dennis Uvas (respondent Heirs) filed a
Complaint for annulment of foreclosure sale, certificate of sale, and cancellation of
TCT No. 269709 with damages against RCBC. Respondent Heirs questioned the
foreclosure stating that they were never informed of the foreclosure, and that they
were surprised that RCBC was already the registered owner of the subject property.
They claimed that RCBC was in bad faith since it sent the notices of auction sale to
their former address at 9345 Dongon Street, San Antonio Village, Makati City despite
knowledge that they are actually residing at 1928 Leon Guinto Street, Malate,
Manila.
 
Issue Whether Lifestyle Corporation and Evelyn acted in good faith when they
purchased the subject property from RCBC.
 
Decision Yes. As a rule, an ordinary buyer may rely on the certificate of title issued
in the name of the seller, and need not investigate beyond what the title of the
subject property states. In order to be considered a buyer in good faith, a person
must buy the property without notice of a right or interest of another party, and pay
the purchase price at the time of sale or before notice of a claim on the property.
"The protection of innocent purchasers in good faith for value grounds on the social
interest embedded in the legal concept granting indefeasibility of titles. Between the
third party and the owner, the latter would be more familiar with the history and
status of the titled property. The law protects to a greater degree a purchaser who
buys from the registered owner himself. It must be emphasized that Lifestyle
Corporation and/or Evelyn was already finished paying for the subject property as
early as August 24, 2006. This was not controverted by respondent Heirs. Hence,
Lifestyle Corporation and Evelyn already acquired ownership of the subject property
as of that time. The law provides that the ownership of the thing sold is acquired by
the vendee from the moment it is delivered to him in any of the ways specified in
Article 1497 to 1501. Delivery may either be actual or constructive.
Name Valderama v.  Arguelles, G.R. No. 223660, April 02, 2018
Facts Respondents filed a petition to cancel adverse claim involving a parcel of land
covered by Transfer Certificate of Title (TCT) No. 266311. Respondents alleged that
Conchita, who was the registered owner of a parcel of land consisting of 1000 sqm
located in Sampaloc, Manila freely and voluntarily executed an absolute deed of sale
of the subject property in favor of respondents. The subject property was
subsequently registered in the names of respondents under TCT No. 266311.
Conchita filed an affidavit of adverse claim which was registered and annotated on
TCT No. 266311. On January 24, 2008, Conchita died. As registered owners of the
subject property, respondents prayed for the cancellation of the adverse claim in the
petition subject of this controversy. On February 10, 2010, petitioner and Tarcila, as
full blooded sisters of Conchita, filed an opposition to the petition. They claimed that
upon Conchita's death, the latter's claims and rights against the subject property
were transmitted to her heirs by operation of law. They also argued that the sale of
the subject property to the respondents was simulated as evidenced by the following,
among others: (1) Conchita had continuous physical and legal possession over the
subject property; (2) Conchita was the one paying for the real estate taxes for the
subject property; and (3) Conchita had in her possession, up to the time of her death,
the Owner's Duplicate Copy of the TCT No. 266311. Meanwhile, on September 24,
2013, while the petition to cancel adverse claim was pending before the RTC,
respondents filed a complaint for recovery of ownership and physical possession of a
piece of realty and its improvements with damages and with prayer for the issuance
of temporary restraining order and/or writ of preliminary injunction against petitioner
and Tarcila, among others. Respondents filed a manifestation and motion praying for
the outright cancellation of the adverse claim annotated on the TCT No. 266311 on
the ground that petitioner's subsequent filing of notice of lis pendens rendered the
issue moot and academic.
Issue W/N the adverse claim caused be annotated by a person on a title be
cancelled merely because another person caused the annotation of a notice of lis
pendens on the same title.
Decision No. A subsequent annotation of a notice of lis pendens on a certificate of
title does not necessarily render a petition for cancellation of adverse claim on the
same title moot and academic. A notice of lis pendens is a mere incident of an action
which does not create any right nor lien. It may be cancelled without a court hearing.
In contrast, an adverse claim constitutes a lien on a property. As such, the
cancellation of an adverse claim is still necessary to render it ineffective; otherwise,
the inscription will remain annotated and shall continue as a lien upon the property.  
Given the different attributes and characteristics of an adverse claim vis-a-vis a
notice of lis pendens, this Court is led to no other conclusion but that the said two
remedies may be availed of at the same time. In fact, in a later case this Court ruled
that the annotation of a notice of lis pendens at the back of a certificate of title does
not preclude the subsequent registration on the same certificate of title of an adverse
claim.
Name ARGUELLES, Respondents G.R. No. 223660, FIRST DIVISION, April 2,
2018,

Facts Respondents alleged that on November 18, 2004, Conchita Amongo Francia,
who was the registered owner of a parcel of land consisting of one thousand (1000)
square meters located in Sampaloc, Manila (subject property), freely and voluntarily
executed an absolute deed of sale of the subject property in favor of respondents.
The subject property was subsequently registered in the names of respondents. On
November 14, 2007, Conchita filed an affidavit of adverse claim. On January 24,
2008, Conchita died. As registered owners of the subject property, respondents
prayed for the cancellation of the adverse claim in the petition subject of this
controversy. The RTC issued a Resolution ordering the cancellation of the adverse
claim. In arriving at the said ruling, the RTC reasoned, that it cannot disregard the
pronouncement of the court in Villaflor vs. Juerzan, G.R. No. 35205 which states that
a Notice of Lis Pendens between the parties concerning Notice of Adverse Claim
calls for the cancellation thereof. The CA rendered a decision dismissing petitioner's
appeal for lack of merit. The CA held that the issue on cancellation of adverse claim
is a question of law since its resolution would not involve an examination of the
evidence but only an application of the law on a particular set of facts. Having raised
a sole question of law, the petition was dismissed by the CA pursuant to Section 2,
Rule 50 of the Rules of Court.

Issue Whether the subsequent annotation of a notice of lis pendens on a certificate

of title renders the case for cancellation of adverse claim on the same title moot and
academic. (NO)

Decision An adverse claim and a notice of lis pendens under P.D. 1529 are not of
the same nature and do not serve the same purpose. As distinguished from an
adverse claim, the notice of lis pendens is ordinarily recorded without the
intervention of the court where the action is pending. The notice is but an
extrajudicial incident in an action. It is intended merely to constructively advise, or
warn, all people who deal with the property that they so deal with it at their own risk,
and whatever rights they may acquire in the property in any voluntary transaction are
subject to the results of the action. The law and jurisprudence provide clear
distinctions between an annotation of an adverse claim, on one hand, and an
annotation of a notice of lis pendens on the other. In sum, the main differences
between the two are as follows: (1) an adverse claim protects the right of a claimant
during the pendency of a controversy while a notice of lis pendens protects the right
of the claimant during the pendency of the action or litigation; and (2) an adverse
claim may only be cancelled upon filing of a petition before the court which shall
conduct a hearing on its validity while a notice of lis pendens may be cancelled
without a court hearing.
Name MELINDA MALABANAN vs. FRANCISCO MALABANAN, JR., ET AL.
GR No. 187225, 06 March 2019

Facts Melinda is the widow of Jose Malabanan. In a December 18, 1984 Deed of
Absolute Sale, they acquired a 310-square meter lot. Subsequently, TCT No. T-
188590 was issued to Jose covering the disputed property. The spouses built a
house on the lot which the family had possessed since 1984. Melinda left the
Philippines to work in Libya and came home on November 8, 1990. Later on,
Melinda discovered that their title had long been cancelled through a string of
transactions, and that the property was registered under the name of Sps Montano.
When Melinda's mother-in-law died, her family executed an Extrajudicial Settlement
of her estate. The property, then covered by TCT No. T-198039, was adjudicated to
Ramon Malabanan, who was Jose's brother. Ramon then sold the property to the
Montano Spouses. 
Melinda filed before the RTC a Complaint for Annulment of Title with
Damages against Sps Ramon Malabanan and Francisco Malabanan. Melinda later
filed an Amended Complaint to impeach the Montano Spouses. She argued that the
Special Power of Attorney was void as her signature in it was forged, and that she
and Jose remained the real owners of the property. She prayed for the nullification of
the documents, which she claimed to have been illegally executed to dispossess her
of her property. Francisco and the Malabanan Sps., countered that Francisco and
Adelfina bought the property for their son, Jose. Francisco and the Malabanan
Spouses further claimed that the Extrajudicial Settlement of Adelfina's estate was
legally executed. 
The RTC ruled in favor of Melinda.

Issue Whether or not the property formerly covered by TCT No. T-188590 was
conjugal, and thus, rendering its sale without the wife's consent void.

Decision The circumstances here transpired prior to the effectiveness of the Family
Code. Thus, petitioner and Jose's marriage and property relations are governed by
the Civil Code. Under the Civil Code, property acquired during marriage is presumed
to be conjugal. Here, the pieces of evidence presented by respondents, who had the
burden of proving that the property was not conjugal, were insufficient to overturn
this presumption.
Court, applying those Civil Code provisions, ruled in a number of cases that
the sale of conjugal property by a spouse without the other's consent is void. All
subsequent transferees of the conjugal property acquire no rights whatsoever from
the conjugal property's unauthorized sale. Here, Jose had no right to either
unilaterally dispose of the conjugal property or grant respondent Francisco this
authority through the supposed Special Power of Attorney.
Finally, we agree with the trial court's finding that the Montano Spouses were
not buyers in good faith. To justify good faith in merely relying on the certificate of
title, the following must be present: [F]irst, the seller is the registered owner of the
land; second, the latter is in possession thereof; and third, at the time of the sale, the
buyer was not aware of any claim or interest of some other person in the property, or
of any defect or restriction in the title of the seller or in his capacity to convey title to
the property.
Name HYGIENIC PACKAGING CORPORATION v. NUTRI-ASIA, INC., DOING
BUSINESS UNDER THE NAME AND STYLE OF UFC PHILIPPINES (FORMERLY
NUTRI-ASIA, INC.), G.R. No. 201302, January 23, 2019
 
Facts Nutri-Asia purchased from Hygienic 457,128 plastic containers. To cover
these transactions, Hygienic issued Sales Invoices and Delivery Receipts. In 2009,
Hygienic filed a Complaint for sum of money against Nutri-Asia. It instituted the case
before the Regional Trial Court of Manila "pursuant to the stipulation of the parties as
stated in the Sales Invoices submitting themselves to the jurisdiction of the Courts of
the City of Manila in any legal action arising out of their transaction. Nutri-Asia
alleged that the venue was also improperly laid since the RTC of Manila was not the
proper venue for the institution of Hygienic's personal action. The venue of actions
as stated in the Sales Invoices could not bind Nutri-Asia since it did not give its
express conformity to that stipulation. The RTC held that the venue was properly
laid. It considered the signatures of Nutri-Asia's representatives in the Sales Invoices
as the company's concurrence that any dispute would be raised before the courts of
Manila. 

Issue: Whether or not the action for collection of sum of money was laid in the
proper venue as stipulated in the Sales invoice.

Ruling: 
No. A closer look at the Sales Invoices issued by petitioner reveals that above the
signature of respondent's representative is the phrase, "Received the above goods
in good order and condition." Clearly, the purpose of respondent's representative in
signing the Sales Invoices is merely to acknowledge that he or she has received the
plastic containers in good condition. He or she did not affix his or her signature in
any other capacity except as the recipient of the goods. Petitioner and respondent
may have entered into a contract of sale with respect to petitioner's merchandise.
However, the case records do not show that they have a contract in relation to the
venue of any civil action arising from their business transaction. Since there is no
contractual stipulation that can be enforced on the venue of dispute resolution, the
venue of the petitioner's personal action will be governed by Rule 4, Sec. 2 of the
Rules of Court. It has been consistently held that an action for the collection of sum
of money is a personal action. Taking into account that no exception can be applied
in this case, the venue, then, is "where the plaintiff or any of the principal plaintiffs
resides, or where the defendant or any of the principal defendants resides, ... at the
election of the plaintiff.” For a corporation, its residence is considered "the place
where its principal office is located as stated in its Articles of Incorporation.
Considering that the amount petitioner claims falls within the jurisdiction of the
Regional Trial Court, petitioner may file its Complaint for sum of money either in the
Regional Trial Court of San Pedro, Laguna or in the Regional Trial Court of Pasig
City.
Name Heirs of Alido vs. Campano, G.R. No. 226065, July 29, 2019

Facts The present controversy revolves around a parcel of land located in Iloilo
covered by an Original Certificate of Title and registered under the name of Soledad
Alido. Allegedly, Alido sold the property to Flora Campano and by virtue of the
alleged sale the latter was able to take possession of the land and the owners
duplicate of OCT and paid realty taxes thereon. In 1996, Alido died leaving behind
her children, namely Ryenaldo Almendral, Maggie Almendral-Sencil, and Rodrigo
Almendra.
The Heirs of Alido, executed a Deed of Adjudication off the property and
sought to register the same in their names. As such, they needed to retrieve the
OCT but the respondent refused to do so. Thus, they filed a petition before the RTC
for respondent to surrender the owners duplicate of the title. The RTC granted the
petitioner's petition and ordered respondent to surrender the owners duplicate of the
OCT. The trial court ruled that the purported sale between Alido and respondent was
not valid because it was an oral sale and that the law requires that the sale of real
property must appear in a public instrument.
Respondent appealed to the CA. The CA Granted respondents appeal and
explained that an oral sale of real property is not valid, but only unenforceable under
the Statute of Frauds, but elucidated that it was only applicable to executory
contracts and not to partially or completely executed contracts. The CA highlighted
then that the oral sale of the subject parcel of land between respondent and Alido
had been executed. The appellate court also noted that the respondent possessed
the owners duplicate of title, she had paid the real taxes, and was in peaceful
possession of the land since 1978. Petitioner's motion for reconsideration was
denied hence the petition before the Supreme Court.

Issue Whether or not the sale transaction between Alido and the respondent it's void
for failure to appear in a public instrument

Decision No. Contracts which have all essential requisites for their validity are
obligatory regardless of the form they are entered into, except when the law requires
that a contract be in some form to be valid or enforceable.
Name Spouse Velarde, vs. Court of Appeals [G.R. No. 108346, July 11, 2001]

Facts David Raymund executed a Deed of Sale with Assumption of Mortgage in

favor if Avelina Velarde for a parcel of land under TCT 142177. The land together
with the house and improvements thereon were mortgaged by David Raymundo to
BPI to secure a loan of 1.8M.  As part of the consideration of the sale, the Avelina
Velarde assumes to pay the mortgage obligations on the property.  The Application
for Assumption of Mortgage with BPI was not approved. This prompted plaintiffs not
to make any further payment.

David and George Raymundo, thru counsel, wrote Sps. Velarde informing the latter
that their non-payment to the mortgage bank constitute[d] non-performance of their
obligation

Sps. Velarde, thru counsel, responded. David and George Raymundo sent Sps.
Velarde a notarial notice of cancellation/rescission of the intended sale of the subject
property allegedly due to the latter’s failure to comply with the terms and conditions
of the Deed of Sale with Assumption of Mortgage and the Undertaking.

Issues Whether there was a breach of contract.

Decision Yes. In a contract of sale, the seller obligates itself to transfer the
ownership of and deliver a determinate things, and the buyer to pay therefor a price
certain in money or its equivalent.

Private respondents had already performed their obligation through the execution of
the Deed of Sale, which effectively transferred ownership of the property to petitioner
through constructive delivery. Prior physical delivery or possession is not legally
required, and the execution of the Deed of Sale is deemed equivalent to delivery.

Petitioners, on the other hand, did not perform their correlative obligation of paying
the contract price in the manner agreed upon. Worse, they wanted private
respondents to perform obligations beyond those stipulated in the contract before
fulfilling their own obligation to pay the full purchase price.
Name Spouses Manlan v Spouses Beltran G.R. No. 222530. October 16, 2019

Facts Spousers Manlan bought a portion of the property from Orbeta. The Orbetas
executed a Deed of Sale conveying a portion of the property to Sps Beltran. Sps
Beltran then bought the remaining sqm of the same land, and was registered in their
name. Sps Beltran then demanded from petitioners to vacate the property in dispute.
Unheeded, Sps then filed a complaint for quieting of title and recovery of possession
of the land. RTC held in favor of Sps Beltran, ruling that even though there was a
defect in the notarization of the Deed of Absolute sale, it did not affect the legality of
the conveyance of the land to the respondents. CA affirmed, ruling that the rule on
double sales do not apply here, since the lands in dispute are NOT the same.
Petitioners insist that this is a plain case of double sale. They argue that they bought
in good faith the 500 sqm portion of Lot 1366-E in 1983, while respondents bought
the subject property only in 1990. They stress that they have a better right over the
property following the rules on double sale under Article 1544 of the New Civil Code.

Issue Whether the rule on double sales applies, and hence petitioners have the
better right on the land.

Decision No. The land belongs to the respondents. There is double sale when the
same thing is sold to different vendees by a single vendor. It only means that Article
1544 has no application in cases where the sales involved were initiated not just by
one vendor but by several vendors.
The requisites for Art 1544 to apply are (a.) Same subject matter, and must be
valid sales transactions, (b.) Each buyer must represent conflicting interests and (c.)
Each buyer must have bought from the very same seller.
Article 1544 provides that If the same thing should have been sold to different
vendees, the ownership shall be transferred to the person who may have FIRST
TAKEN POSSESSION thereof in good faith, if it should be movable property and
should it be immovable property, the ownership shall belong to the person acquiring
it who in good faith FIRST RECORDED it in the registry of property.
Here, petitioners and respondents acquired the subject property from different
transferors and evidently, there are two sets of vendors who sold the subject land to
two different vendees. Thus, this Court upholds the findings of the trial court and the
CA that the rule on double sale is not applicable in the instant case.
Name GENEROSO SEPE vs. HEIRS OF ANASTACIA KILANG G.R. No. 199766.
April 10, 2019

Facts On November 18, 1992, the late Anastacia, with her husband's consent,
purportedly sold her paraphernal property — a lot located at Barrio Gaboc,
Tagbilaran City (subject lot)— to spouses Sepe for ₱15,000.00. A Deed of Sale
reflecting the same was executed between the parties and notarized accordingly.
Respondents allege that the late Anastacia, who was then an 84-year old, illiterate,
and bedridden mother, agreed to the offer of petitioner to undertake the subdivision
of her land in in consideration for one lot in the subdivision and a first preference to
buy any portion that might be for sale. However, taking advantage of the ignorance
of respondents' family, petitioner managed to have the DOS executed and misled
Feliciana and Donata into believing that the document was the instrument of
subdivision.
In a complaint instituted on May 16, 2002, Respondent Heirs of Anastacia Kilang
sought the nullification of the Deed of Sale. On August 7, 2006, the RTC issued an
Order granting the demurrer to evidence and dismissing the case. On appeal, the CA
ruled in favor of the respondents.

Issue Whether or not the CA erred in its ruling that there was no consideration for
the sale.

Decision Yes. Petitioner's reliance on the DOS as proof that the sale contemplated
therein was supported by sufficient consideration is not without legal basis. The
disputable presumption of existence and legality of the cause or consideration
inherent in every contract supports his stance.
Article 1354 of the Civil Code provides: "Although the cause is not stated in
the contract, it is presumed that it exists and is lawful, unless the debtor
proves the contrary." Otherwise stated, the law presumes that even if the
contract does not state a cause, one exists and is lawful; and it is incumbent
on the party impugning the contract to prove the contrary. If the cause is
stated in the contract and it is shown to be false, then it is incumbent upon
the party enforcing the contract to prove the legality of the cause.
Name Nunez vs. Moises-Palma G.R. No. 224466, March 27, 2019
Facts This is a petition for review of CA ruling that the transaction between Norma
Moises-Palma and the Siblings Nunez is Dation in payment. Siblings Nunez, with the
exception of Alden, sold to Norma a parcel of land initially mortgaged to her by the
siblings’ father as evidenced by a Deed of Adjudication and Sale (DAS). Norma
despite not paying the consideration, was able to register the parcel of land and was
issued a TCT. The siblings filed a case before the MTC to declare null and void the
DAS and to annul the TCT. MTC ruled in favor of the Nunez siblings. Norma brought
it before the RTC which reversed the decision. The case was then elevated to the
CA, CA ruled in favor of Norma upholding the validity of the DAS but said that the
transaction was a Dation in payment. Hence this case before the SC.
Issue W/N the transaction between the siblings Nunez and Norma is dacion en
pago. 

Decision No. Under Article 1245 of the Civil Code, there is dation in payment when
property is alienated to the creditor in satisfaction of a debt in money and is
governed by the law of sales. While the DAS seems to suggest a dation in payment,
the subsequent actuations of the parties, especially Norma, negate the same or the
contemplated offset. If the DAS was intended to be a dation in payment, the
execution of the Promissory Note (PN) and Acknowledgment of Debt (AOD) by
Norma as well as the Compromise Agreement by Alden and Norma on September 7,
2006, whereby Alden agreed, for an agreed consideration, to respect Norma's
ownership and possession of 85.8 square meters of the subject lot, the share being
claimed by him, shows an opposite declaration, i.e., there was no dation in payment
or offset.
When Norma executed the PN, AOD and Compromise Agreement, she was
acknowledging that the principal condition or stipulation on the payment of the
purchase price in the DAS had been modified from the offset or cancellation of
Vicentico's indebtedness secured by the REM, without which would have amounted
to a dation in payment, to a loan payable within a certain period, which converted the
transaction to a sale on credit. The DAS is an absolute sale because there is no
stipulation in the contract that title to the property remains with the sellers until full
payment of the purchase price and there is no stipulation giving the vendors the right
to cancel unilaterally the contract the moment the vendee fails to pay within a fixed
period.
Name SAPHIA MUTILAN, SAUDA MUTILAN, AND MOHAMMAD M. MUTILAN VS.
CADIDIA MUTILAN, KNOWN RECENTLY AS CADIDIA IMAM SAMPORNA, AND
THE REGISTER OF DEEDS OF MARAWI CITY
G.R. No. 216109, February 05, 2020

Facts In 1993, Cadidia allowed Mahid to marry Saphia Mutilan (Saphia) under
Muslim law. On December 12, 1999, Cadidia bought two (2) parcels of land and
correspondingly executed two (2) Deeds of Absolute Sale with Rodolfo "Boy" Yu
Diator (Diator), on behalf of his mother Alice Yu Diator. The first Deed of Absolute
Sale involved a 1,111-square meter lot in Banggolo, Poblacion, Marawi City, covered
by Transfer Certificate of Title No. T-406, worth P26,500,000.00. The second Deed
of Absolute Sale involved a 739-square meter lot in Batoali, Poblacion, Marawi City,
covered by Transfer Certificate of Title No. T-782, worth P6,800,000.00. The Deeds
of Absolute Sale were thereafter notarized. On December 6, 2007, while on his way
to Cagayan de Oro City airport, Mahid got into a vehicular crash and died. On April
8, 2008, Saphia filed a Petition for Judicial Settlement of the Estate of Mahid M.
Mutilan before the Shari'a District Court, Fourth Shari'a Judicial Court of Marawi City.
On the same date, the Office of the Register of Deeds of Marawi City issued
Transfer Certificate of Title No. T-4627 in Cadidia's name for the 1,111-square meter
lot. Later, on April 28, 2008, Transfer Certificate of Title No. T-4631 was also issued
to Cadidia for the 739-square meter lot.  On January 30, 2009, the Shari'a District
Court granted the Motion to Quash the Writ of Possession dated May 30, 2008, thus
quashing the April 30, 2008 Writ of Possession it had issued over the two (2) parcels
of land. Thus, the titles issued in Cadidia's name for these lots were excluded from
the inventory of Mahid's estate. On March 19, 2009, Saphia, Sauda, and Mohammad
filed a Complaint before the Regional Trial Court of Marawi City, seeking the
annulment of the Deeds of Absolute Sale and Certificates of Title issued in Cadidia's
name for allegedly being spurious and illegally issued. They alleged that it was
Mahid, during his lifetime, who bought the two (2) parcels of land. 
Issue Whether or not the Shari'a District Court's findings, which excluded the
properties in respondent Cadidia Imam Samporna's name from the deceased's
estate, are binding upon the deceased's other heirs such that they can no longer file
a separate civil action to determine the ownership of the properties.
Decision Respondent's titles were derived from the notarized Deeds of Absolute
Sale between her and the seller, which are presumed valid, regular, and authentic.
Notarized deeds of absolute sale such as these enjoy a presumption of regularity
and authenticity absent "strong, complete, and conclusive proof of its falsity." Since
they assail the genuineness of the Deeds, petitioners must prove their allegation of
falsity with clear, strong, and conclusive evidence. both the Regional Trial Court and
the Court of Appeals did not give merit to petitioners' allegation of falsity of the
Deeds of Absolute Sale. As the trial court found, the documentary evidence
submitted by petitioners—an Acknowledgment Receipt issued by the seller to Mahid
indicating P2 million as partial payment for the properties, the loan obtained by
Mahid from one Engr. Cosain Dalidig, and various official receipts of a store in Wao
—are purely immaterial and do not show any link to the two (2) Deeds of Absolute
Sale between respondent and the seller.
Name Priscilla Zapanta v. Alterplan MultiPurpose Cooperative Members
G.R. No. 247565 June 23, 2020

Facts Respondents  decided to look for real properties for sale in Quezon City where
they would build their houses. Later, a broker suggested to them two properties. The
subject lots were owned by herein petitioner Priscilla Zapanta (Zapanta), but were
then mortgaged with Metrobank. Respondents accepted Zapanta's offer for the sale
of the subject lots for P2,705,600.00. Thus, on March 13, 1999, respondents
delivered to Zapanta the amount of P541,120.00 or 20% of the purchase price as
down payment. On the same date, the parties executed a deed denominated as
"Down payment Agreement. Respondents applied for a loan with the Rizal
Commercial Banking Corporation (RCBC) in order to pay the balance of the
purchase price. The RCBC, however, gave the respondents a period of 90 days
within which to avail of the loan.  Meanwhile, unknown to the respondents, the
subject lots became the subject of levy/attachment due to a complaint for sum of
money filed by United Coconut Planters Bank (UCPB) against Zapanta on May 21,
1999. Respondents learned of the subject attachment only on October 13, 1999,
when they received a copy of Zapanta's letter to UCPB requesting the lifting of the
said attachment. Although the attachment was later lifted as a result of the amicable
settlement between Zapanta and UCPB, the 90-day period to avail of the RCBC
home loan had already expired. Further, the respondents later learned that the
mortgages on the subject lots have already been foreclosed and they have already
been sold to Metrobank in an auction sale.

Issue Whether or not the down payment agreement was a contract of sale and not a
contract  to sell.

Decision The down payment agreement was a contract of sale. The "Down payment
Agreement" is a contract of sale which may be rescinded due to the breach by one of
the parties or when performance of the contract becomes impossible Art. 1458 of
NCC provides that by the contract of sale, one of the contracting parties obligates
himself to transfer the ownership of and to deliver a determinate thing, and the other
to pay therefore a price certain in money or its equivalent. To establish the existence
of a contract of sale, the following essential elements must be shown. A contract of
sale is perfected at the moment there is a meeting of the minds upon the thing that is
the object of the contract and upon the price. Consent is manifested by the meeting
of the offer and the acceptance of the thing and the cause, which are to constitute
the contract. On the other hand, a contract to sell has been defined as a bilateral
contract whereby the prospective seller, while expressly reserving the ownership of
the subject property despite delivery thereof to the prospective buyer, binds himself
to sell the said property exclusively to the prospective buyer upon fulfillment of the
condition agreed upon, that is, full payment of the purchase price.
Name Zapanta v. Alterplan Multi-Purpose Cooperative Members, G.R. No. 247565
[June 23, 2020])

Facts Respondents bought petitioner’s offer for the sale of the subject lots (Lots 1 &
2) with TCT Nos. 38590 and 38591 for P2,705,600.00. On March 13, 1999,
respondents delivered to Zapanta the amount of P541,120.00 or 20% of the
purchase price as down payment. On the same date, the parties executed a deed
denominated as "Downpayment Agreement." Respondents later learned that the
mortgages on the subject lots have already been foreclosed and they have already
been sold to Metrobank in an auction sale. Respondents wrote Zapanta proposing to
substitute her Lots 3 & 4 for the subject lots but they never received a reply despite
numerous attempts. Thus, respondents decided to just demand the return of the
amount they paid as down payment. On March 12, 2002, a final demand letter was
sent to Zapanta for the return of the down payment, but they failed to receive a reply.
Respondents filed the present action for rescission before the RTC. The CA
concurred with the RTC that the contract was one of sale, thus rescission is proper.

Issue Whether the CA erred when it ruled that the Downpayment Agreement was a
contract of sale and not a contract to sell.
 
Decision No. The Court concurs with the CA's findings that there is a perfected
contract of sale in this case. All of the essential elements of a contract of sale are
present here. 

First, there is consent to transfer the ownership of the subject lots. The Whereas
Clause of the Downpayment Agreement expressly provided that: "the First Party
offered to sell the aforesaid parcels of land to the Second Party and the latter
accepted the said offer." Second, the subject matters of the sale are determinate —
Lots 1 and 2 covered by TCT Nos. 38590 and 38591. Lastly, the price for the sale of
the subject lots is certain — P2,705,600.00. Further, as aptly observed by the CA,
Zapanta neither reserved for herself the titles of the subject lots nor retained
ownership of the same until full payment of the purchase price. Considering the
presence of all the essential elements of sale, and considering the absence of any
reservation of ownership in favor of Zapanta, there could be no other conclusion than
that the parties entered into a perfected contract of sale.

Considering that the contract subject matter of this case is a contract of sale, it only
follows that the remedy of rescission under Article 1191 of the Civil Code is available
to the aggrieved party in this case.
Name Heirs of Malaque v. Heirs of Malaque,G.R. No. 208776, November 3, 2020

Facts Salomon Malaque, married to Marciana Malaque, owned a parcel of land

located at Misamis Oriental. They have six children, namely: respondents Sabina,
Marcelina, Catalina, Agripino, Hilario and the late Lope, all surnamed Malaque.
When Salomon and Marciana died, only Lope occupied and cultivated the property.
When Lope later died, his surviving spouse, Loty Malaque and his children continued
the cultivation of the property without giving any share to respondents. Respondents
claimed that they tolerated the possession of Lope and at that time, they did not
insist on asking for their shares. Subsequently, respondents were surprised to
discover that Tax Declaration had been issued in the name of Lope. Loty claimed
ownership over the property allegedly by virtue of a Deed of Quitclaim and
Adjudication in favor of Lope and Loty, and signed by Sabina, Catalina, and Hilario,
who represented themselves to be the only surviving heirs of Salomon. In an
Affidavit of Denial, Sabina, Catalina, and Hilario denied the due execution of said
Quitclaim. Petitioners countered that the Quitclaim, being a public document, should
be presumed valid. They further pointed out that prior to the Quitclaim, Catalina,
Agripino, Marcelina, and Hilario executed a non-notarized Deed of Absolute Sale of
Rights. The RTC ruled in favor of the respondents, and the CA affirmed the RTC. 

Issue Whether respondents had established by clear, positive, and convincing

evidence that the documents — Deed of Quitclaim and Adjudication and Deed of
Absolute Sale of Rights — are null and void.

Decision After a judicious study of the case, the Court holds that the CA erred in
declaring the Deed of Absolute Sale of Rights and the Deed of Quitclaim and
Adjudication null and void. It should be noted, however, that the Deed of Quitclaim
and Adjudication is a duly notarized document. It is a well-settled principle that a duly
notarized document enjoys the prima facie presumption of authenticity and due
execution, as well as the full faith and credence attached to a public instrument.
While the Deed of Absolute Sale of Rights is not notarized, its validity is not affected.
A sale of real property, though not consigned in a public instrument or formal writing,
is, nevertheless, valid and binding among the parties, for the time-honored rule is
that even a verbal contract of sale of real estate produces legal effects between the
parties. Hence, the Deed of Absolute Sale of Rights is valid and binding.
Name Sol T. Hayag vs. Oscar Laguna, G.R. No. 227453. September 7, 2020.

Facts Hayag and Oscar executed a Deed of Absolute Sale, wherein, Hayad bought
17 units of various wood working machineries and 3 forklifts a total of 3 million. On
the same day Hayag signed the receipt of the sum of 1,930,000 as consideration of
sale of machines and equipment. On 2008 Hayad filed a complaint for replevin,
damages and attorney’s fees against Laguna, claiming that few machines and only 2
forklifts are working. And it was granted by RTC. RTC upheld the provisions of the
deed of absolute sale and ruled that there was consummated contract of sale
whereby respondent agreed to part with the machineries and equipment in
consideration of the purchase price duly paid by petitioner. Laguna appeled to CA.
The CA reversed and set aside the trial courts decision. The appellate court gave
probative value to the acknowledgment receipt duly signed by the parties and
concluded that Laguna was indebted to Hayag in the sum of P1,930,000.00; and as
security therefor, the parties agreed to execute the deed of absolute sale with the
condition that in case respondent's financial status improves, the machineries may
be resold to respondent within six months with interest. Simply, the CA ruled that the
deed of absolute sale is in fact an equitable mortgage.
Issue Whether or not Laguna is held liable to pay his indebtedness in the amount of
php1,930,000.00 plus interests thereof if assuming that the sale was actually an
equitable mortgage. 
Decision An equitable mortgage has been defined as one which although lacking in
some formality, or form or words, or other requisites demanded by a statute,
nevertheless reveals the intention of the parties to charge real property as security
for a debt, there being no impossibility nor anything contrary to law in this intent. For
the presumption of an equitable mortgage to arise, two requisites must concur: (1)
"that the parties entered into a contract denominated as a sale"; and (2) the intention
was to secure an existing debt by way of mortgage. Consequently, the non-payment
of the debt when due gives the mortgagee the right to foreclose the mortgage, sell
the property and apply the proceeds of the sale for the satisfaction of the loan
obligation. 
Anent Hayag's argument that Laguna should be held liable to pay the
amount of P1,930,000.00 plus interest if the sale is finally deemed an equitable
mortgage, this Court finds it bereft of merit. This case originated from a complaint
for replevin, which is defined as an action for the recovery of personal property. It is
both a principal remedy and a provisional relief. When utilized as a principal
remedy, the objective is to recover possession of personal property that may have
been wrongfully detained by another. As such, the only issue in this case is the
recovery of the 20 machineries and equipment, and no other. Hayag's claim in the
instant case for recovery of the sum of P1,930,000.00 is, therefore, misplaced. A
separate complaint for sum of money is necessary wherein Hayag as complainant
is required to prove the existence of Laguna's monetary obligation to the former.
Name Maňas v. Nicolasora, et. al, G.R. No. 208845, February 3, 2020

Facts The Mañas Spouses entered a Lease Contract with Rosalina Roca Nicolasora
(Rosalina). It appears that the Lease Contract lapsed in 2006, with no express
renewal. However, the Mañas Spouses continued using the premises and paying the
rentals, without any objections from Rosalina and her children, Janet and Anthony.
On February 14, 2008, Chy Tong Sy Yu sold several parcels of land, including the
property being leased to the Mañas Spouses, to Ma. Therese Roselle Uy-Cua
(Roselle). The sale was made "with the conformity" of Rosalina, Janet, and Anthony.
The titles to the properties were subsequently transferred to Roselle. However, the
Mañas Spouses claimed that they were neither informed of the sale nor offered to
purchase the property. They said that only upon receiving a letter dated June 2,
2008, from RMC Trading did they learn of the sale of the property. The Mañas
Spouses filed a Complaint praying that the contract of sale be rescinded, the
relevant title be canceled, and their right of first refusal or option to buy be enforced. 

Issue Whether or not the Maňas spouses entitled to first refusal or option to buy the
leased property.  

Decision No. Based on the terms of the Lease Contract, renewal would be at the
option of the lessee. However, petitioners did not appear to have expressly informed
the lessor of their intent to renew. Instead, after the original Lease Contract had
expired, they continued to pay rentals to the lessor. This constitutes an implied lease
contract renewal. Petitioners can only invoke the right to ask for the rescission of the
contract if their right to first refusal, as embodied in the original Lease Contract, is
included in the implied renewal. Implied renewal does not extend to all stipulations.
Without any
express contract renewal, this Court cannot presume that both parties agreed to
revive all the terms in the previous lease contract. Since the implied renewal of the
Lease Contract did not include the renewal of the right of first refusal, petitioners
have no basis for their claim that the property should have been offered to them
before it was sold to respondent Roselle.
Name SAPHIA MUTILAN, SAUDA MUTILAN, AND MOHAMMAD M. MUTILAN VS.
CADIDIA MUTILAN, KNOWN RECENTLY AS CADIDIA IMAM SAMPORNA, AND
THE REGISTER OF DEEDS OF MARAWI CITY
G.R. No. 216109, February 05, 2020

Facts: In 1993, Cadidia allowed Mahid to marry Saphia Mutilan (Saphia) under
Muslim law. On December 12, 1999, Cadidia bought two (2) parcels of land and
correspondingly executed two (2) Deeds of Absolute Sale with Rodolfo "Boy" Yu
Diator (Diator), on behalf of his mother Alice Yu Diator. The first Deed of Absolute
Sale involved a 1,111-square meter lot in Banggolo, Poblacion, Marawi City, covered
by Transfer Certificate of Title No. T-406, worth P26,500,000.00. The second Deed
of Absolute Sale involved a 739-square meter lot in Batoali, Poblacion, Marawi City,
covered by Transfer Certificate of Title No. T-782, worth P6,800,000.00. The Deeds
of Absolute Sale were thereafter notarized. On December 6, 2007, while on his way
to Cagayan de Oro City airport, Mahid got into a vehicular crash and died. On April
8, 2008, Saphia filed a Petition for Judicial Settlement of the Estate of Mahid M.
Mutilan before the Shari'a District Court, Fourth Shari'a Judicial Court of Marawi City.
On the same date, the Office of the Register of Deeds of Marawi City issued
Transfer Certificate of Title No. T-4627 in Cadidia's name for the 1,111-square meter
lot. Later, on April 28, 2008, Transfer Certificate of Title No. T-4631 was also issued
to Cadidia for the 739-square meter lot.  On January 30, 2009, the Shari'a District
Court granted the Motion to Quash the Writ of Possession dated May 30, 2008, thus
quashing the April 30, 2008 Writ of Possession it had issued over the two (2) parcels
of land. Thus, the titles issued in Cadidia's name for these lots were excluded from
the inventory of Mahid's estate. On March 19, 2009, Saphia, Sauda, and Mohammad
filed a Complaint before the Regional Trial Court of Marawi City, seeking the
annulment of the Deeds of Absolute Sale and Certificates of Title issued in Cadidia's
name for allegedly being spurious and illegally issued. They alleged that it was
Mahid, during his lifetime, who bought the two (2) parcels of land. 
Issue Whether or not the Shari'a District Court's findings, which excluded the
properties in respondent Cadidia Imam Samporna's name from the deceased's
estate, are binding upon the deceased's other heirs such that they can no longer file
a separate civil action to determine the ownership of the properties.
Decision Respondent's titles were derived from the notarized Deeds of Absolute
Sale between her and the seller, which are presumed valid, regular, and authentic.
Notarized deeds of absolute sale such as these enjoy a presumption of regularity
and authenticity absent "strong, complete, and conclusive proof of its falsity." Since
they assail the genuineness of the Deeds, petitioners must prove their allegation of
falsity with clear, strong, and conclusive evidence. both the Regional Trial Court and
the Court of Appeals did not give merit to petitioners' allegation of falsity of the
Deeds of Absolute Sale. As the trial court found, the documentary evidence
submitted by petitioners—an Acknowledgment Receipt issued by the seller to Mahid
indicating P2 million as partial payment for the properties, the loan obtained by
Mahid from one Engr. Cosain Dalidig, and various official receipts of a store in Wao
—are purely immaterial and do not show any link to the two (2) Deeds of Absolute
Sale between respondent and the seller.
Name Whitt v. Manankil, G.R. No. 255721, June 14, 2021

Facts The Resolution dated February 4, 2021 of the Court of Appeals (CA) in CA-
G.R. CV No. 110484 for failure of petitioners Maria Ramona M. Whitt and Edward
C. Whitt (petitioners) to show that the Court of Appeals committed reversible error
in ruling that the Deed of Absolute Sale  of the two (2) parcels of land with areas of
119 square meters and 80 square meters covered by Transfer Certificate of Title
(TCT) Nos. 164554 and 164555 (subject properties) respectively, both located at
Avignon Street, Goodwill 3 Subdivision, Sucat, Parañaque City, between
petitioners and respondent Felicitas L. Manankil (respondent) is null and void.
Issue WON the deed of absolute sale cannot enjoy the presumption of regularity of
a notarized document.
Decision As correctly ruled by the CA, the deed of absolute sale cannot enjoy the
presumption of regularity of a notarized document, since as admitted by the notary
public, respondent and the witnesses were not present on the date of its
notarization on May 18, 2011. It is settled that when there is a defect in the
notarization of a document, the clear and convincing evidentiary standard normally
attached to a duly-notarized document is dispensed with, and the measure to test
the validity of such document is preponderance of evidence, which respondent has
successfully discharged in this case. Records reveal that there was: (a) a lack of
consent, since respondent could not have read and comprehended the contents of
the deed of sale because she was clinically blind at the time the deed was
supposedly executed; and (b) a lack of consideration, since it was not proven that
the purchase price stated in the deed of sale was in fact paid and that the financial
assistance extended to respondent was given as remuneration for the sale of the
subject properties. 
Finally, it bears stressing that the issues raised in the instant petition are factual in
nature, and thus, outside the province of a Rule 45 petition. It is settled that factual
findings of the trial court, especially when affirmed by the CA, deserve great weight
and respect, unless there are facts of weight and substance that were overlooked
or misinterpreted and that would materially affect the disposition of the case, which
do not obtain in this case.
Name SPOUSES MARIO and JULIA GASPAR v. HERMINIO ANGEL E. DISINI, JR.,
JOSEPH YU G.R. No. 239644 FEB 03 2021 

Facts Disini informed the Spouses Gaspar about the confiscation of the subject
Pajero, the latter promised to return the full purchase price. In turn, the Spouses
Gaspar sought reimbursement from Yu, and the latter gave back 400,000.00 and
leaving an unpaid balance of 760,000.00. Apart from the 150,000 initially returned by
Yu to the Spouses Gaspar, Yu failed to reimburse the balance of the purchase price
paid by the Spouses Gaspar for the subject Pajero in the amount of 850,000.00.
When written demand failed, Disini filed a complaint for sum of money with prayer for
preliminary attachment (Complaint)] against Rocky and the Spouses Gaspar to
collect the unpaid reimbursement of what he paid for the subject Pajero. In turn, the
Spouses Gaspar filed a third-party complaint against Yu and his employee Salita for
the unpaid reimbursement of 850,000.00.
Yu and Salita argued that they should not be held liable to reimburse Spouses
Gaspar considering that: (i) their implied warranty as sellers does not extend to
defects which are apparent and can be ascertained by the buyers after examination..

Issue whether or not implied warranties against hidden defects are applicable in this
case.

Decision No. Implied warranties against hidden defects are not applicable in this
case. The implied warranty against hidden defects pertains to defects which render
the thing sold unfit for the use for which it is intended, or should diminish its fitness
for such use to such an extent that, had the vendee been aware thereof, would not
have acquired it or would have given a lower price. As its nomenclature suggests,
hidden defects pertain to imperfections or defects of the object sold. Such is not the
case here, where the subject Pajero, albeit stolen, was in working condition, and was
in fact being used by Disini for its intended purpose when it was confiscated by the
authorities.  
Name Bongcayao v. Confederation of Sugar Producers Cooperatives
G.R. No. 225438, January 20, 2021

Facts CONFED solicited the services of VHB Biopro and Voltaire Hans N.

Bongcayao, through a Letter of Intent. Prado, the attorney-in-fact of VHB Biopro,
informed CONFED of VHB Biopro's willingness to supply urea fertilizers. VHB Biopro
and CONFED executed a Sales and Purchase Agreement. However, VHB Biopro
reneged on its obligation to deliver urea fertilizers to CONFED. As a result,
CONFED, through its Chairman Roberto J. Cuenca, demanded from PGAI to pay in
accordance with the Performance Bond. VHB Biopro and Prado prayed for the
nullification of the Sales and Purchase Agreement they executed with CONFED on
the ground that the period within which CONFED shall confirm its acceptance of the
delivery of the urea fertilizers and the period within which the balance of the
purchase price may be collected were not clearly reflected in the Sales and
Purchase Agreement. RTC ruled in favor of the plaintiffs, but CA reversed and set
aside the CA. 

Issue WON the subject contract is void on grounds of ambiguity

Decision It is well settled that when the terms of a contract are clear and leave no
room for interpretation, the literal meaning of its stipulations shall therefore control.
Thus, once a contract is perfected, it binds both parties and the stipulations therein
shall be respected. Considering that the parties entered into a clear and
unambiguous Sales and Purchase Agreement, it constituted the law between them.
It is the formal expression of their rights, duties, and obligations. In this case, it is
clear that the parties agreed to undertake reciprocal obligations as provided in the
Sales and Purchase Agreement. VHB Biopro has the obligation to deliver the urea
within 45 days after CONFED opens the letter of credit. SC affirmed CA’s ruling.
Name Lasam Savings vs. Spouses Tan and CA, G.R No. 200129, April 28, 2021

Facts Spouses Uy obtained a Loan from spouses Tan, secured by Real Estate
Mortgage Instead of registering the agreement, the first mortgage was annotated in
the subject land's title through an affidavit of an adverse claim. Spouses Uy
constituted a second mortgage on the subject land in favor of petitioner for a loan but
Uy’s failure to pay and foreclosed and sold the auction. Private respondents filed a
complaint 7 for declaration of nullity of deed of mortgage and certificate of sale
against Spouses Uy and petitioner. petitioner's claim was inferior since it was merely
a subsequent mortgagee of the subject land. The petitioner argue that the mortgage
was in bad faith because the adverse claim pertaining to the first mortgage was
binding against the whole world. They also questioned the validity of the auction
considering that there was only one bidder at the time and the property was sold. It
argued that private respondents should have registered the first mortgage as such in
the subject land's title, instead of an adverse claim. 

Issue whether or not the annotation of the second mortgage and sale in favor of
petitioner be removed from the certificate of title of the subject mortgage. 

Decision it is significant to note that while the parties submitted the issue on the
validity of the mortgages on the subject land, private respondents did not elaborate
nor present proof establishing any defect or illegality with regard to the loan or the
2nd mortgage in favor of petitioner.
Likewise, it is unclear what transpired after the foreclosure of the 2nd mortgage,
specifically, whether the proceeds thereof were sufficient to cover the payment of
the entire debt. Verily, a mortgage is but an accessory contract, the consideration
of which is the same consideration of the principal contract without which it cannot
exist as an independent contract. In this case, without proof that the loan has been
fully paid, this Court finds no basis to cancel its annotation. 
first mortgage as such in the TCT, private respondents filed an affidavit of adverse
claim where it was simply stated that the reason for the annotation was because the
"owner's copy of the title covering the above-mentioned parcel of land is not in the
possession of [private respondent Tan]."||Private respondents in this case failed to
sufficiently explain the non-presentation of the Spouses Uy's certificate of title. It was
not shown who was in possession of the owner's duplicate certificate of title, and
whether they made efforts to acquire the same for registration of the first mortgage.
Thus, their interest on the subject land cannot be considered binding against third
parties. It did not operate as an actual encumbrance on the property.  On the
contrary, since petitioner's mortgage was registered as such on the subject land's
title, its lien is binding on Spouses Uy and even against private respondents. 
Name Spouses Wilfredo and Dominica Rosario Vs. GSIS, G.R. No. 200991. March
18, 2021
Facts New San Jose Builders Inc. (NSJBI) and the Government Service Insurance
System (respondent) entered into a Loan Agreement5 on 10 December 1997. NSJBI
borrowed an amount of Php 600 million to finance the completion of two (2) housing
projects, and to purchase a lot for construction of more housing projects. As security
for the loan, NSJBI mortgaged three (3) parcels of land with existing improvements:
365 lots with existing low-cost houses at Mary Homes, Bacoor, Cavite, 102
condominium units at St. John Condominium at Scout Rallos, Quezon City
(mortgaged properties), and rights over 240 condominium units in GSIS Metro
Homes. Under the loan agreement, NSJBI shall not alienate sell, dispose of,
mortgage, or in any manner encumber the mortgaged properties or any portion
thereof without the prior consent of the respondent. However, the parties also agreed
that NSJBI may continue to sell the mortgaged properties subject to the condition
that the net proceeds from the sales should be exclusively used in the recoupment of
the loan. The parties further stipulated that in case of non-compliance with the
conditions and stipulations agreed upon, respondent may immediately foreclose the
mortgage, either judicially or extra judicially, in accordance with the applicable
provisions of law. The mortgage was annotated on the Transfer Certificates of Title
(TCTs) and Condominium Certificates of Title (CCTs) of the mortgaged properties on
10 December 1997. Among those mortgaged pursuant to the Loan Agreement was
Unit 205 in St. John Condominium at Scout Rallos, Quezon City (Unit 205), allegedly
sold by NSJBI to the Spouses Wilfredo and Dominica Rosario (petitioners). NSJBI
defaulted in the payment of the loan. On 31 March 2003, respondent applied for
extra judicial foreclosure of the mortgaged properties. Subsequently, an auction sale
was conducted on 17 June 2003, where respondent was the highest bidder. 
Issue Whether the CA erred in ruling that the RTC committed grave abuse of
discretion for allowing petitioners to intervene in respondent's ex-parte application for
a writ of possession, and exempting from its implementation Unit 205 possessed by
petitioners.
Decision The petition is meritorious. As a general rule, the highest bidder in the
foreclosure sale becomes the absolute owner of the foreclosed property after the
lapse of the redemption period and no redemption is made. The Court deemed that
the third-party's possession should be respected as it raises a disputable
presumption of ownership, and under Article 433 of the Civil Code, a person who
contests such   disputable presumption must resort to judicial processes for the
recovery of the property. However, for purposes of resolving the propriety of issuing
a writ of possession, the trial court must conduct a summary hearing to determine
the nature of the possession of third-party claimants. For it may be that the actual
possessor is privy to any of the parties to the action, or his bona-fide possession
may be disputed, or where such possession has been taken in connivance with the
defeated litigant with a view to frustrating the judgment. The trial court shall then
deny or accede to the enforcement of a writ of possession as the finding shall
warrant.
Name Integrated Credit and Corporate Services v. Cabreza, et. al, G.R. No. 203420.
February 15, 2021

Facts
Two-days prior to the expiration of the redemption period, Cabreza sent ICCS a
letter offering the redemption of the subject property by paying the redemption price
of P10 million to be paid in installments. Subsequently, the parties entered into a
Memorandum of Agreement (MOA). It stipulated that ICCS agreed to postpone the
consolidation of title to the subject property and that it allowed Cabreza, with
spouses Aguilar as guarantors, to redeem the subject property on an agreed
redemption price to be paid in installments on the dates provided therein.
The MOA further stated that the redemption period has already expired without a
valid redemption having been effected by the redemptioner; and that ICCS is already
entitled to the consolidation of title. It also provided that it shall be deemed
automatically terminated and canceled upon default or non-compliance by Cabreza
or the spouses Aguilar. Pursuant to the MOA, Rosalinda issued several checks. The
fourth check, however, was dishonored due to insufficient funds. Hence, Cabreza
and the spouses Aguilar a letter demanding payment of the amount of the fourth
check, and failure of which will constrain ICCS to consolidate title to the subject
property. Despite the non-payment, Rosalinda still issued the fifth check in favor of
ICCS. The fifth check was surprisingly cleared and credited to the bank account of
ICCS.  The ICCS filed the instant Petition praying that the validity of the following be
upheld: (a) termination and cancellation of the MOA pursuant to its automatic
termination clause; (b) consolidation of title to the subject property in the name of
ICCS; and (c) Deed of Sale between ICCS and spouses Gan.

Issues
1. Whether or not MOA is an extension of redemption.
2. Whether or not the MOA is a contract of sale. 
3.

Decision No. As the Court noted in GE Money Bank, Inc. v. Spouses Dizon, for
there to be a valid extension of the redemption period, two requisites must be
established: (a) voluntary agreement of the parties to extend the redemption period;
and (b) the debtor's commitment to pay the redemption price on a fixed date.   The
first requisite is not met in the instant case. A valid extension must be made before
the expiration of the redemption period. Though there is a meeting of the minds in
the MOA, the Court is not convinced as to when the redemption period was
voluntarily extended by the parties. The MOA itself provides that the redemption
period has already expired without a valid redemption having been effected by
Cabreza, and that ICCS is entitled to immediately consolidate ownership over the
subject property. The redemption period has already lapsed and ICCS became the
absolute owner of the subject property.

Yes. The MOA nevertheless remains to be a valid agreement that is in the form of a
contract of sale of real property in installments. Despite not being denominated as a
"Deed of Sale," a contract is what the law defines it to be, and not what the
contracting parties call it. The essential elements of a contract of sale are: (a)
consent; (b) object; and (c) price in money or its equivalent. 124 Here, the MOA
contains all the essential elements of a contract of sale.
Name Padua, et. al., v. Heirs of Dominador, et. al., G.R. No. 221521. February 3,
2021

Facts De Guzman Subdivision is a low-cost subdivision owned by spouses

Dominador and Aurora de Guzman (Spouses De Guzman). Allegedly in 1977,
Spouses De Guzman sold their property to Antonio Bangoy (Antonio), Aurora's
brother and a subdivision developer. The property's title was surrendered to Antonio,
who immediately commenced development of the property on the same year.
Thereafter, Antonio started to subdivide the property and sell the lots to petitioners.
In 2010, however, the heirs of Spouses De Guzman asserted ownership of
the property, including the lots sold to petitioners by Antonio. The heirs of Spouses
De Guzman filed, in both RTC Branches 15 and 16, a motion to dismiss the actions
alleging, among others, they are barred by res judicata. They averred that Doña
Caridad and De Guzman Subdivision Home Lot Owners, Inc., composed of
homeowners including herein petitioners, have already filed an action against the
Estate of Spouses De Guzman before the Housing and Land Use Regulatory Board
(HLURB) for Specific Performance praying to compel Spouses De Guzman to issue
titles in favor of the homeowners. Spouses De Guzman, however, assailed the
deeds of sale to the homeowners for being void as Antonio sold the property without
their authority.

Issue Assuming res judicata applicable. Whether or not HLURB has competent
jurisdiction over ownership.

Decision Yes. The HLURB ruling adverted to by petitioners had long been declared
as final and executory; the same having been decided more than 20 years ago in
1999, and the homeowners involved therein, including herein petitioners, having
failed to appeal the same. Under the doctrine of immutability of judgment, once a
judgment becomes final, it is no longer subject to change, revision, amendment, or
reversal, except only for correction of clerical errors, or the making of nunc pro tunc
entries which cause no prejudice to any party, or where the judgment itself is void.
None of the recognized exceptions to the doctrine of immutability of final
judgments was raised in the instant case. Moreover, petitioners never questioned the
jurisdiction of the HLURB in the specific performance case, and even allowed the
same judgment to lapse into finality by failing to file an appeal. It was only when the
heirs of Spouses De Guzman raised the issue of res judicata that petitioners
conveniently proffered the alleged lack of jurisdiction by the HLURB to nullify the
deeds of sale. Verily, it is axiomatic that final and executory judgments can no longer
be attacked by any of the parties or be modified, directly or indirectly, even by the
highest court of the land.
After all, it is already well settled in our jurisdiction that the decisions and
orders of administrative agencies rendered pursuant to their quasi-judicial authority,
have, upon their finality, the force and binding effect of a final judgment within the
purview of the doctrine of res judicata. In any event, the HLURB has jurisdiction over
annulment of titles, mortgage, and sale if the same were necessarily entwined and/or
intimately related to the issues within its jurisdiction.  Stated differently, the HLURB
may decide on the perfection of contracts of sale when it relates to actions for
specific performance to deliver certificates of title necessarily hinged on the
enforcement of contractual and statutory obligations by the parties.