THIRD DIVISION [G.R. No. 174711, September 17, 2008] SALLY S !NO, "!TITION!R, VS. LAND #AN$ O% TH!

"HILI""IN!S, R!S"OND!NT. D!&ISION &HI&O'NA(ARIO, ).* Before this Court is a Petition for Review on Certiorari filed by petitioner Sally Sueno (Sueno) seeking to reverse and set aside the Decision[ ! dated " #uly $%%& of the Court of 'ppeals in C'()*R* C+ ,o* -./&&0 which affir1ed the Decision[$! dated $2 #anuary $%%" of the Regional 3rial Court (R3C) of 4arikina City0 Branch .$0 in 5RC Case ,o* R($%%$(// (467 and the Resolution["! dated $% Septe1ber $%%& of the appellate court which denied Sueno8s 4otion for Reconsideration* 3he R3C0 in its Decision affir1ed by the Court of 'ppeals0 issued the 9rit of Possession authori:ing respondent 5and Bank of the Philippines (5BP) to take physical possession of the two disputed parcels of land pursuant to its Consolidation of ;wnership dated $ 'pril $%% * 3he factual and procedural backdrop of this case are as follows< ;n different occasions0 Sueno obtained loans fro1 5BP0 the total su1 of which reached P$0/%%0%%%*%%0 as evidenced by the Contracts of 5oan[2! e=ecuted by the parties on $> ?ebruary ..& and . ;ctober ..&* 3he loans were secured by Real @state 4ortgages over two parcels of land (subAect properties) covered by 3ransfer Certificates of 3itle (3C3s) ,o* 3($...%% and ,o* 3(" 2>". registered in Sueno8s na1e and registered with the Registry of Deeds of 4arikina City* SubseBuently0 Sueno incurred default0 which pro1pted 5BP to cause the e=traAudicial foreclosure of the 1ortgage constituted on the subAect properties0[/! and the sale of said properties at a public auction* 5BP was the highest bidder in the auction sale0 as shown in the Certificate of Sale[&! dated & 4arch $%%% in its favor* Before the e=piration on & 4arch $%% of the one(year period for the rede1ption of the subAect properties0 Sueno wrote 5BP a letter[-! dated & ?ebruary $%% reBuesting a si=(1onth e=tension of her period to redee1* Cpon receipt of Sueno8s letter0 5BP infor1ed her that she needed to post an initial a1ount of P /0%%%*%%0 so that 5BP would not consolidate the titles to the subAect properties in its na1e* 3he said a1ount shall be used to answer for penalties and surcharges that the Registry of Deeds 1ay i1pose as a result of the failure of 5BP to consolidate the titles to the subAect properties within the reBuired period*[>! Dn partial co1pliance with the aforesaid condition0 Sueno issued a check on $" ?ebruary $%% in the a1ount of P/%0%%%*%% with 5BP as the payee* Cpon receipt of Sueno8s partial pay1ent0 5BP0 in a letter dated & 4arch $%% 0 reiterated its previous condition that Sueno 1ust post the full a1ount of P /0%%%*%% for 5BP to approve her reBuest for the e=tension of the rede1ption period* 3he 5BP further warned Sueno that should she fail to pay the balance of P&/0%%%*%% by -

4arch $%% 0 it would proceed to consolidate the ownership of the subAect properties in its na1e* Despite such warning0 Sueno failed to re1it the balance of P&/0%%%*%%* 3hus0 in a letter dated - 4arch $%% 0 5BP denied Sueno8s reBuest for an e=tension of the period to redee1 the subAect properties0 and proceeded to consolidate ownership of the said properties in its na1e* 'ccordingly0 3C3s ,o* $...%% and ,o* " 2>". in Sueno8s na1e were cancelled and were replaced by 3C3s ,o* 2 % and 2 %$0 respectively0 in the na1e of 5BP* Dn order to acBuire physical possession of the subAect properties0 5BP filed an Ex Parte PetitionE4otion for the Dssuance of 9rit of Possession[.! before the R3C0 docketed as 5RC Case ,o* R($%%$(// (46* During the hearing set by the court for the issuance of the writ0 Sueno 1anifested her ;pposition[ %! thereto on the ground that a novation of the original obligation was already effected by her and 5BP0 thereby e=tending the original period for the rede1ption of the subAect properties* 3herefore0 the right of 5BP to consolidate the titles to the subAect properties in its na1e was held in abeyance pending Sueno8s e=ercise of her right of rede1ption within the e=tended period* Dn a Decision dated $2 #anuary $%%"0 the R3C recogni:ed the right of 5BP to the possession of the subAect properties as the registered owner thereof after having lawfully acBuired the sa1e at the auction sale* Dt dis1issed Sueno8s opposition to the pending PetitionE4otion for utter lack of 1erit0 since she failed to establish that she and 5BP indeed agreed to e=tend the rede1ption period for the subAect properties* Fence0 the R3C granted the PetitionE4otion of 5BP for the issuance of a 9rit of Possession0 to wit< 9F@R@?;R@0 petition being sufficient in for1 and substance0 and the testi1onial and docu1entary evidence well(founded0 the sa1e is hereby )R',3@D* 5et a 9rit of Possession be issued authori:ing [5BP! to take physical possession of the properties covered by 3ransfer Certificate[s! of 3itle ,os* 2 % and 2 %$ of the Registry of Deeds for 4arikina City registered in the na1e of [5BP! by virtue of the consolidation of ownership dated #une &0 $%% *[ ! Cnyielding0 Sueno filed an appeal of the adverse R3C Decision before the Court of 'ppeals0[ $! where it was docketed as C'()*R* C+ ,o* -./&&* ;n " #uly $%%&0 the Court of 'ppeals rendered a Decision dis1issing Sueno8s appeal and affir1ing the R3C Decision* 'ccording to the Court of 'ppeals0 the records were bereft of evidence to prove that 5BP granted Sueno8s reBuest for the e=tension of the rede1ption period for the subAect properties0 1aking Sueno8s novation theory unacceptable* ;n the other hand0 the appellate court ruled that the right of 5BP to the possession of the subAect properties beca1e absolute after the e=piration of the period of rede1ption without Sueno e=ercising her right to redee1* 3he decretal part of the assailed Court of 'ppeals Decision reads< 9F@R@?;R@0 the instant appeal is D@,D@D and the assailed Decision dated #anuary $20 $%%" of the R3C of 4arkina City0 Branch .$ is hereby '??DR4@D*[ "! Dn its Resolution dated $% Septe1ber $%%&0 the appellate court denied Sueno8s 4otion for Reconsideration*

Sueno then proceeded to file this instant Petition for Review on Certiorari under Rule 2/ of the Revised Rules of Court raising the following issues< D* 9F@3F@R ;R ,;3 3F@R@ 9'S ' +'5DD ,;+'3D;, @,3@R@D BG P'R3D@S ?;R 3F@ @H3@,SD;, ;? 3F@ R@D@4P3D;, P@RD;D* DD* 9F@3F@R ;R ,;3 3F@ DSSC',C@ ;? 3F@ 9RD3 ;? P;SS@SSD;, ;? 3F@ SCB#@C3 PR;P@R3D@S 3; 5BP DS +'5DD* Sueno argues that there was a novation of the original obligation of 5BP allowing her to redee1 the subAect properties within a period of one year0 when 5BP consented to the e=tension of said period of rede1ption* Sueno insists that the acceptance of 5BP of her check pay1ent for the partial su1 of P/%0%%%*%%0 and its encash1ent of said check signifies its acBuiescence to her reBuest for an e=tension of the period of rede1ption for the subAect properties* 9e are not persuaded* 'n obligation 1ay be e=tinguished by novation0 pursuant to 'rticle $.$ of the Civil Code0 which reads as follows< 'R3* $.$* Dn order that an obligation 1ay be e=tinguished by another which substitute the sa1e0 it is i1perative that it be so declared in uneBuivocal ter1s0 or that the old and the new obligations be on every point inco1patible with each other* ,ovation is the e=tinguish1ent of an obligation by the substitution or change of the obligation by a subseBuent one which e=tinguishes or 1odifies the first0 either by changing the obAect or principal conditions0 or by substituting another in place of the debtor0 or by subrogating a third person in the rights of the creditor* Dn order for novation to take place0 the concurrence of the following reBuisites are indispensable< * 3here 1ust be a previous valid obligation7 $* 3here 1ust be an agree1ent of the parties concerned to a new contract7 "* 3here 1ust be the e=tinguish1ent of the old contract7 and 2* 3here 1ust be the validity of the new contract*[ 2! 3he ele1ents of novation clearly do not e=ist in the instant case* 9hile it is true that there is a previous valid obligation (i.e.0 the obligation of 5BP to honor Sueno8s right to redee1 the subAect property within a period of one year)0 such obligation e=pired at the sa1e ti1e as the rede1ption period on & 4arch $%% * 3here is0 however0 no clear agree1ent between the parties to a new contract0 again i1posing upon 5BP the obligation of honoring Sueno8s right to redee1 the subAect properties within an e=tended period of si= 1onths* 9ithout a new contract0 the old contract cannot be considered e=tinguished* 3he condition of 5BP for the e=tension of the rede1ption period for the subAect properties was

plain and si1ple0 that Sueno pay an initial a1ount of P /0%%%*%% for the e=tension of the rede1ption period* Sueno tendered a check for P/%0%%%*%% in partial pay1ent of the a1ount de1anded by 5BP* By accepting the check pay1ent0 5BP 1erely accepted partial co1pliance of Sueno with its de1and0 but it does not 1ean that 5BP had conceded to the e=tension of the rede1ption period for such reduced a1ount* Dn fact0 5BP pro1ptly sent Sueno a letter dated & 4arch $%% 0 which was duly received by the latter0 e=plicitly and consistently reBuiring pay1ent of the full a1ount of P /0%%%*%% for the e=tension of the rede1ption period* Dt is without doubt that 5BP was still e=pecting Sueno to pay the balance of P&/0%%%*%%* Fence0 not until full pay1ent of the a1ount it de1anded0 for 5BP had not yet agreed to e=tend the period for rede1ption of the subAect properties* 3he consent of 5BP to an e=tension of the period to redee1 is subAect to the suspensive condition that Sueno shall pay the initial a1ount of P /0%%%*%% in full* 9ith Sueno8s failure to re1it the balance of P&/0%%%*%% to 5BP0 then there is non(perfection of a new contract* 's aptly declared by the Court of 'ppeals< 3he parties are bound to fulfill the stipulations in a contract only upon its perfection* 't anyti1e prior to the perfection of a contract0 unaccepted offers and proposals re1ain as such and cannot be considered binding co11it1ents0 hence0 not de1andable* Since [Sueno! failed to perfor1 what was incu1bent upon her then0 [5BP! cannot be faulted in not granting the e=tension sought* = = =*[ /! 9hat further belies Sueno8s assertion that 5BP consented to her reBuest for e=tension is its letter dated - 4arch $%%&0 again duly received by Sueno0 categorically denying her reBuest to lengthen the rede1ption period* 3he language and intent of the letter is too clear and si1ple to be 1isinterpreted0 to wit< 9e wish to infor1 you that t+e m,-,.eme-t /e-0e/ 1o2r re32e4t to e5te-/ t+e re/empt0oper0o/ o6 1o2r 6ore78o4e/ propert1 6or 405 9:; mo-t+4 since you failed to co1ply with the Bank8s reBuire1ent0 upfront pay1ent of P /0%%%*%%* Fence0 the Bank is now consolidating the transfer of its ownership in the na1e of 5and Bank* @nclosed is the P/%0%%%*%% 4anager8s Check re< your upfront pay1ent refunded to you* [ &! (@1phasis supplied)* Drrefragably0 there is no 1utual agree1ent to e=tend the original period for the rede1ption of the subAect properties* 3here is no co11on intent by the parties to novate the old obligation by e=tending the period thereof* ?or this Court to sustain Sueno8s position ( that the 5BP agreed to e=tend the rede1ption period upon her pay1ent of an a1ount substantially less than what it de1anded ( offends the ele1entary principle enunciated in our Aurisdiction that novation can never be presu1ed* 's elucidated by this Court in Philippine Savings Bank v. Maalac, Jr.[ -!< No<,t0o- 04 -e<er pre42me/, ,-/ t+e animus novandi, =+et+er tot,881 or p,rt0,881, m24t ,ppe,r b1 e5pre44 ,.reeme-t o6 t+e p,rt0e4, or b1 t+e0r ,7t4 t+,t ,re too 78e,r ,-/ 2-m04t,>,b8e. 3he e=tinguish1ent of the old obligation by the new one is a necessary ele1ent of novation0 which 1ay be effected either e=pressly or i1pliedly* 3he ter1 Ie=presslyI 1eans that the contracting parties incontrovertibly disclose that their obAect in e=ecuting the new contract is to e=tinguish the old one* Cpon the other hand0 no specific for1 is reBuired for an i1plied novation0 and all that is prescribed by law would be an inco1patibility between the two

contracts* 9hile there is really no hard and fast rule to deter1ine what 1ight constitute to be a sufficient change that can bring about novation0 the touchstone for contrariety0 however0 would be an irreconcilable inco1patibility between the old and the new obligations* (@1phasis supplied*) )iven the lapse of the period for Sueno to redee1 the subAect properties0 then the Court cannot enAoin 5BP fro1 taking physical possession of the said properties after the titles thereto were duly consolidated in its na1e* 3he right of 5BP to physical possession of the subAect properties is e=plicitly authori:ed by Section ""0 Rule ". of the Revised Rules of Court0 which provides< S@C3D;, ""* Deed and possession to be given at expiration of rede ption period! b" #ho exec$ted or given* ( Df no rede1ption be 1ade within one ( ) year fro1 the date of the registration of the certificate of sale0 the purchaser is entitled to a conveyance and possession of the property7 = = =* Cpon the e=piration of the right of rede1ption0 the purchaser or rede1ptioner shall be substituted to and acBuire all the rights0 title0 interest and clai1 of the Audg1ent obligor to the property as of the ti1e of the levy* 3he possession of the property shall be given to the purchaser or last rede1ptioner by the sa1e officer unless a third party is actually holding the property adversely to the Audg1ent obligor* Corollarily0 Section - of 'ct " "/0[ >! as a1ended by 'ct 2 >0 reads< Section -* Possession d$ring rede ption period* (Dn any sale 1ade under the provisions of this 'ct0 the purchaser 1ay petition the [Regional 3rial Court! of the province or place where the property or any part thereof is situated0 to give hi1 possession thereof during the rede1ption period0 furnishing bond in an a1ount eBuivalent to the use of the property for a period of twelve 1onths0 to inde1nify the debtor in case it be shown that the sale was 1ade without violating the 1ortgage or without co1plying with the reBuire1ents of this 'ct* Such petition shall be 1ade under oath and filed in for1 of an ex parte 1otion in the registration or cadastral proceedings if the property is registered0 or in special proceedings in the case of property registered under the 4ortgage 5aw or under section one hundred and ninety(four of the 'd1inistrative Code0 or of any other real property encu1bered with a 1ortgage duly registered in the office of any register of deeds in accordance with any e=isting law0 and in each case the clerk of the court shall0 upon the filing of such petition0 collect the fees specified in paragraph eleven of section one hundred and fourteen of 'ct ,u1bered ?our hundred and ninety(si=0 as a1ended by 'ct ,u1bered 3wenty(eight hundred and si=ty(si=0 and the court shall0 upon approval of the bond0 order that a writ of possession issue0 addressed to the sheriff of the province in which the property is situated0 who shall e=ecute said order i11ediately* Cnder the above(Buoted provisions0 the purchaser in a foreclosure sale 1ay apply for a writ of possession during the rede1ption period by filing an ex parte 1otion under oath for that purpose in the corresponding registration or cadastral proceeding in the case of property covered by a 3orrens title* Cpon the filing of such 1otion and the approval of the corresponding bond0 the law also in e=press ter1s directs the court to issue the order for a writ of possession*[ .! ' writ of possession 1ay also be issued after consolidation of ownership of the property in the na1e of the purchaser* Dt is settled that the buyer in a foreclosure sale beco1es the absolute owner of the property purchased if it is not redee1ed during the period of one year after the registration of sale* 's such0 he is entitled to the possession of the property and can de1and it any ti1e following the consolidation of ownership in his na1e and the issuance of a new transfer

certificate of title* Dn such a case0 the bond reBuired in Section - of 'ct ,o* " "/ is no longer necessary* Possession of the land then beco1es an absolute right of the purchaser as confir1ed owner*[$%! Cpon proper application and proof of title0 the issuance of the writ of possession beco1es a 1inisterial duty of the court*[$ ! 3he right of 5BP to the possession of the subAect properties is unassailable* Dt is founded on its right of ownership* 's the purchaser of the subAect properties in the foreclosure sale0 in whose na1e titles over the subAect properties were already issued0 the right of 5BP over the subAect properties has beco1e absolute0 vesting in it the corollary right of possession over the subAect properties0 which the Court 1ust aid by effecting their delivery* Dn this case0 the R3C is already deprived of discretion and 1ust co1ply with its 1inisterial duty to issue the writ of possession in favor of 5BP* ?H!R!%OR!0 IN VI!? O% TH! %OR!GOING, the instant Petition is D!NI!D. 3he Decision dated " #uly $%%& and Resolution dated $% Septe1ber $%%& of the Court of 'ppeals in C'()*R* C+ ,o* -./&& are hereby A%%IR@!D* Costs against petitioner Sally Sueno* SO ORD!R!D* %nares&Santiago, 'Chairperson(, )$stria&Martine*, +ach$ra, and ,e"es, JJ., concur*