Ang Yu Asuncion case:

7. Perfection of a contract of sale

In sales, the contract is perfected when a person, called the seller, obligates himself, for a price certain, to deliver and to
transfer ownership of a thing or right to another, called the buyer, over which the latter agrees. Article 1!" of the #ivil
#ode provides that $%y 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 e&uivalent. A contract of
sale may be absolute or conditional.'
". #ontract to sell is conditional( )ffect of breach of condition
*hen the sale is not absolute but conditional, such as in a $#ontract to +ell' where invariably the ownership of the thing
sold is retained until the fulfillment of a positive suspensive condition ,normally, the full payment of the purchase price-,
the breach of the condition will prevent the obligation to convey title from ac&uiring an obligatory force.
.. /nconditional mutual promise to buy and sell obligatory on the parties
An unconditional mutual promise to buy and sell, as long as the ob0ect is made determinate and the price is fi1ed, can be
obligatory on the parties, and compliance therewith may accordingly be e1acted.
12. Perfected contract of option
An accepted unilateral promise which specifies the thing to be sold and the price to be paid, when coupled with a
valuable consideration distinct and separate from the price, is what may properly be termed a perfected contract of
option. 3his contract is legally binding, and in sales, it conforms with the second paragraph of Article 17. of the #ivil
#ode, which provides that $An accepted unilateral promise to buy or to sell a determinate thing for a price certain is
binding upon the promissor if the promise is supported by a consideration distinct from the price.
#45+)5+/A6
7ui0ada v. #A 89.:. 5o. 1;<. =ecember , 1..".>
1. #ondition valid in donation if not contrary to law, morals, good customs, public order or public policy
3he donation made on April !, 1.!< by 3rinidad 7ui0ada and her brother and sisters was sub0ect to the condition that the
donated property shall be $used solely and e1clusively as a part of the campus of the proposed Provincial ?igh +chool in
3alacogon.' 3he donation further provides that should $the proposed Provincial ?igh +chool be discontinued or if the
same shall be opened but for some reason or another, the same may in the future be closed' the donated property shall
automatically revert to the donor. +uch condition, not being contrary to law, morals, good customs, public order or public
policy was validly imposed in the donation.
;. =onation as mode of ac&uiring ownership
*hen the @unicipalityAs acceptance of the donation was made Bnown to the donor, the former became the new owner of
the donated property, donation being a mode of ac&uiring and transmitting ownership, notwithstanding the condition
imposed by the donee. 3he donation is perfected once the acceptance by the donee is made Bnown to the donor.
Accordingly, ownership is immediately transferred to the latter and that ownership will only revert to the donor if the
resolutory condition is not fulfilled.
C. #ondition to construct school is a resolutory condition
3he resolutory condition, in the present case, is the construction of the school. It has been ruled that when a person
donates land to another on the condition that the latter would build upon the land a school, the condition imposed is not
a condition precedent or a suspensive condition but a resolutory one. +o long as the resolutory condition subsists and is
capable of fulfillment, the donation remains effective and the donee continues to be the owner sub0ect only to the rights
of the donor or his successorsDinDinterest under the deed of donation. +ince no period was imposed by the donor on
when must the donee comply with the condition, the latter remains the owner so long as he has tried to comply with the
condition within a reasonable period. +uch period, however, became irrelevant herein when the donee manifested that it
cannot comply with the condition and the same was made Bnown to the donor. 4nly then, when the nonDfulfillment of the
resolutory condition was brought to the donorAs Bnowledge, that ownership of the donated property reverted to the donor
as provided in the automatic reversion clause of the deed of donation.
. Inchoate interest may be sub0ect of contract including a contract of sale( Interest over property under conditional deed
of donation, not the land itself
3he donor may have an inchoate interest in the donated property during the time that ownership of the land has not
reverted to her. +uch inchoate interest may be the sub0ect of contracts including a contract of sale. In the present case,
however, what the donor sold was the land itself which she no longer owns. It would have been different if the donorD
seller sold her interests over the property under the deed of donation which is sub0ect to the possibility of reversion of
ownership arising from the nonDfulfillment of the resolutory condition.
!. 6aches, elements
6aches presupposes failure or neglect for an unreasonable and une1plained length of time, to do that which, by
e1ercising due diligence, could or should have been done earlier( $it is negligence or omission to assert a right within a
reasonable time, thus, giving rise to a presumption that the party entitled to assert it either has abandoned or declined to
assert it.' Its essential elements of ,a- #onduct on the part of the defendant, or of one under whom he claims, giving rise
to the situation complained of( ,b- =elay in asserting complainantAs right after he had Bnowledge of the defendantAs
conduct and after he has an
A#AP vs #A
1. Asserted right or claim to ownership not sufficient per se to give rise to ownership over the res
An asserted right or claim to ownership or a real right over a thing arising from a 0uridical act, however 0ustified, is not per
se sufficient to give rise to ownership over the res. 3hat right or title must be completed by fulfilling certain conditions
imposed by law. ?ence, ownership and real rights are ac&uired only pursuant to a legal mode or process. *hile title is
the 0uridical 0ustification, mode is the actual process of ac&uisition transfer of ownership over a thing in &uestion.
;. #lasses of modes of ac&uiring ownership
/nder Article 71; of the #ivil #ode, the modes of ac&uiring ownership are generally classified into two ,;- classes,
namely, the original mode ,i.e, through occupation, ac&uisitive prescription, law or intellectual creation- and the
derivative mode ,i.e., through succession mortis causa or tradition as a result of certain contracts, such as sale, barter,
donation, assignment or mutuum-.
C. #ontract of +ale( $=eclaration of ?eirship and *aiver of :ights' an e1tra0udicial settlement between heirs under :ule
7 of the :ules of #ourt
In a #ontract of +ale, one of the contracting parties obligates himself to transfer the ownership of and to deliver a
determinate thing, and the other party to pay a price certain in money or its e&uivalent. 4n the other hand, a declaration
of heirship and waiver of rights operates as a public instrument when filed with the :egistry of =eeds whereby the
intestate heirs ad0udicate and divide the estate left by the decedent among themselves as they see fit. It is in effect an
e1tra0udicial settlement between the heirs under :ule 7 of the :ules of #ourt. In the present case, the trial court erred
in e&uating the nature and effect of the =eclaration of ?eirship and *aiver of :ights the same with a contract ,deed- of
sale.
. +ale of hereditary rights and waiver of hereditary rights distinguished
3here is a marBed difference between a sale of hereditary rights and a waiver of hereditary rights. 3he first presumes the
e1istence of a contract or deed of sale between the parties. 3he second is, technically speaBing, a mode of e1tinction of
ownership where there is an abdication or intentional relin&uishment of a Bnown right with Bnowledge of its e1istence
and intention to relin&uish it, in favor of other persons who are coDheirs in the succession. In the present case, de los
:eyes, being then a stranger to the succession of #osme Pido, cannot conclusively claim ownership over the sub0ect lot
on the sole basis of the waiver document which neither recites the elements of either a sale, or a donation, or any other
derivative mode of ac&uiring ownership.
!. +ummon of @inistry of Agrarian :eform does not conclude actuality of sale nor notice of such sale
3he conclusion, made by the trial and appellate courts, that a $sale' transpired between #osme PidoAs heirs and de los
:eyes and that Acap ac&uired actual Bnowledge of said sale when he was summoned by the @inistry of Agrarian
:eform to discuss de los :eyesA claim over the lot in &uestion, has no basis both in fact and in law.
<. A notice of adverse claim does not prove ownership over the lot( Adverse claim not sufficient to cancel the certificate
of tile and for another to be issued in his name
A notice of adverse claim, by its nature, does not however prove private respondentAs ownership over the tenanted lot.
$A notice of adverse claim is nothing but a notice of a claim adverse to the registered owner, the validity of which is yet to
be established in court at some future date, and is no better than a notice of lis pendens which is a notice of a case
already pending in court.' In the present case, while the e1istence of said adverse claim was duly proven ,thus being
filed with the :egistry of =eeds which contained the =eclaration of ?eirship with *aiver of rights an was annotated at
the bacB of the 4riginal #ertificate of 3itle to the land in &uestion-, there is no evidence whatsoever that a deed of sale
was e1ecuted between #osme PidoAs heirs and de los :eyes transferring the rights of the heirs to the land in favor of de
los :eyes. =e los :eyesA right or interest therefore in the tenanted lot remains an adverse claim which cannot by itself
be sufficient to cancel the 4#3 to the land and title to be issued in de los :eyesA name.
7. 3ransaction between heirs and de los :eyes binding between parties, but cannot affect right of Acap to tenanted land
without corresponding proof thereof
*hile the transaction between PidoAs heirs and de los :eyes may be binding on both parties, the right of Acap as a
registered tenant to the land cannot be perfunctorily forfeited on a mere allegation of de los :eyesA ownership without
the corresponding proof thereof. Acap had been a registered tenant in the sub0ect land since 1.<2 and religiously paid
lease rentals thereon. In his mind, he continued to be the registered tenant of #osme Pido and his family ,after PidoAs
death-, even if in 1.";, de los :eyes allegedly informed Acap that he had become the new owner of the land.
". 5o un0ustified or deliberate refusal to pay the lease rentals to the
landowner E agricultural lessor =e los :eyes never registered the =eclaration of ?eirship with *aiver of :ights with the
:egistry of =eeds or with the @A:, but instead, he filed a notice of adverse claim on the said lot to establish ownership
thereof ,which cannot be done-. It stands to reason, therefore, to hold that there was no un0ustified or deliberate refusal
by Acap to pay the lease rentals or amortiFations to the landownerEagricultural lessor which, in this case, de los :eyes
failed to established in his favor by clear and convincing evidence. 3his notwithstanding the fact that initially, Acap may
have, in good faith, assumed such statement of de los :eyes to be true and may have in fact delivered 12 cavans of
palay as annual rental for 1."; to latter. Gor in 1."C, it is clear that Acap had misgivings over de los :eyesA claim of
ownership over the said land because in the 4ctober 1."C @A: conference, his wife 6aurenciana categorically denied
all of de los :eyesA allegations. In fact, Acap even secured a certificate from the @A: dated . @ay 1."" to the effect that
he continued to be the registered tenant of #osme Pido and not of delos :eyes.
.. +anction of forfeiture of tenantAs preferred right and possession of farmholdings should not be applied
3he sanction of forfeiture of his preferred right to be issued a #ertificate of 6and 3ransfer under P= ;7 and to the
possession of his farmholdings should not be applied against Acap, since de los :eyes has not established a cause of
action for recovery of possession against Acap.